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 1934
OR
È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2023
OR
‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
‘ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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)
MizuhoFinancial Group, Inc.
(Translation of Registrant’s name into English)
Japan(Jurisdiction of incorporation or organization)
1-5-5 Otemachi
Chiyoda-ku, Tokyo 100-8176
Japan(Address of principal executive offices)

Yasutoshi Tanaka, +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 Section12(b) of the Act.
Title of each class

Trading Symbols

American depositary shares, each of which
MFG
represents two shares of common stock
Common Stock, without par value*
Securities registered or to be registered pursuant to Section12(g) of the Act.
None

Name of each exchange on which registered

The New York Stock Exchange(Title of Class)

Securities for which there is a reporting obligation pursuant to Section15(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, 2023, the following shares of capital stock were issued: 2,539,249,894 shares of common stock (including 826,676 shares of common stock held by theregistrant as treasury 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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of
this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes È No ‘
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large
accelerated filer, “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer È

Accelerated filer ‘

Non-accelerated filer ‘

Emerging growth company ‘

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards† provided pursuant to Section13(a) of the Exchange Act. ‘† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. È
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction ofan error to previously issued financial statements. ‘
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ‘
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 Section12, 13 or 15(d) of the Securities Exchange Act of 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.F.
Disclosure of a Registrant’s Action to Recover Erroneously Awarded
Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1

3
3
5
5
6
6
8
8
9
22
22
24
60
62
62
63
113
113
119
127
133
134
135
135
135
136
136
136
136
137
137
137
137
137
137
137
137
138
138
138
150
150
154
160
160

Page

10.H. Documents on Display . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.I. Subsidiary Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.J. Annual Report to Security Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 11.
Quantitative and Qualitative Disclosures about Credit, Market and Other Risk . . . . . . . . . . . .
ITEM 12.
Description of Securities Other than Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12.A. Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12.B. Warrants and Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12.C. Other Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12.D. American Depositary Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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 16H. Mine Safety Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections . . . . . . . . . . . . . . . . . . . .
ITEM 17.
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 18.
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 19.
Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Statistical Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Index to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2

160
161
161
162
182
182
182
182
182
184
184
184
185
185
185
186
186
187
187
188
188
189
189
189
A-1
F-1

PRESENTATION OF FINANCIAL AND OTHER INFORMATIONIn this annual report, the terms “Mizuho Financial Group,” the “Mizuho group,” “we,” “us” and “our”
generally refer to Mizuho Financial Group, Inc. and its consolidated subsidiaries, but from time to time asappropriate to the context, those terms refer to Mizuho Financial Group, Inc. as an individual legal entity.
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.
On July 1, 2013, a merger between the former Mizuho Bank, Ltd. and the former Mizuho Corporate Bank,
Ltd. came into effect with the former Mizuho Corporate Bank as the surviving entity, which was renamed
Mizuho Bank upon the merger. In this annual report, “Mizuho Bank” refers to the post-merger entity, while the“former Mizuho Bank” and the “former Mizuho Corporate Bank” refer to pre-merger Mizuho Bank andpre-merger Mizuho Corporate Bank, respectively.
In this annual report, “our principal banking subsidiaries” refer to Mizuho Bank and Mizuho Trust &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, yen figures and percentages have been rounded to the figures shown. However, insome cases, figures presented in tables have been adjusted to match the sum of the figures with the total amount,and such figures may also be referred to in the related text. In addition, yen figures and percentages in “Item 3.A.
Key Information—Selected Financial Data—Japanese GAAP Selected Consolidated Financial Information” andothers that are specified have been truncated to the figures shown.
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 in 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, current expectations andtargets of our management with respect to our financial condition and future results of operations. In many cases,
but not all, we use such words as “aim,” “anticipate,” “believe,” “endeavor,” “estimate,” “expect,” “intend,”“may,” “plan,” “probability,” “project,” “risk,” “seek,” “should,” “strive,” “target” and similar expressions inrelation 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 respect3

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 varymaterially from those we currently anticipate. Potential risks and uncertainties include, without limitation, thefollowing:•international conflicts and geopolitical disruptions;•increase in allowance for credit losses on loans and 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;•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;•

our ability to avoid reputational harm;•

our ability to implement our medium-term business plan and other strategic initiatives and measureseffectively;•

the effectiveness of our operation, legal and other risk management policies;•

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

problems related to our information technology systems and cyber attacks;•

amendments and other changes to the laws and regulations that are applicable to us; and•the effect of climate change.

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.

5

ITEM 3. KEY INFORMATION
3.A. Selected Financial Data
The following table below sets forth selected consolidated financial data of Mizuho Financial Group as ofand for the fiscal years ended March 31, 2019, 2020, 2021, 2022 and 2023 derived from the audited consolidated
financial statements of Mizuho Financial Group prepared in accordance with U.S. GAAP.
The consolidated financial statements of Mizuho Financial Group as of and for the fiscal years ended
March 31, 2019, 2020, 2021, 2022 and 2023 prepared in accordance with U.S. GAAP have been audited inaccordance with the standards of the Public Company Accounting Oversight Board (United States) by Ernst &Young ShinNihon LLC, an independent registered public accounting firm.
You should read the selected consolidated financial information presented below together with theinformation 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.

6

Selected Consolidated Financial Information
2019

As of and for the fiscal years ended March 31,
2020
2021
2022

2023

(in millions of yen, except per share data, share number information and percentages)

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

2,207,443 ¥
1,313,476

2,151,172 ¥
1,271,381

1,456,556 ¥
467,939

893,967

879,791

988,617

1,069,809

1,208,727

32,459156,200

112,776

214,408

93,753

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

861,508
1,222,371
1,998,819

723,591
1,307,740
1,877,841

875,841
2,041,320
1,888,397

855,401
669,790
1,767,679

1,114,974
888,103
1,933,907

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

85,060
9,335

153,49047,175

1,028,764
210,716(242,488)(141,017)

69,17035,14275,725

106,315

818,048(101,471)

34,028(8,746)(43,880)

236,283

3,251

48,03784,471 ¥

150,195 ¥

581,765 ¥(104,722) ¥(14,009)84,471 ¥

150,195 ¥

581,765 ¥(104,722) ¥(14,009)33.31 ¥

59.19 ¥

229.27 ¥(41.28) ¥(5.52)

33.30 ¥

59.19 ¥

229.26 ¥(41.28) ¥(5.52)Net interest income . . . . . . . . . .
Provision (credit) for credit
losses . . . . . . . . . . . . . . . . . . .

Net income (loss) . . . . . . . . . . .
Less: Net income (loss)
attributable to noncontrollinginterests . . . . . . . . . . . . . . . . .
Net income (loss) attributable to
MHFG shareholders . . . . . . . ¥Net income (loss) attributable tocommon shareholders . . . . . . ¥Amounts per share(1):Basic earnings per commonshare—net income (loss)
attributable to commonshareholders . . . . . . . . . . . . . . ¥Diluted earnings per commonshare—net income (loss)
attributable to commonshareholders . . . . . . . . . . . . . . ¥Number of shares used to
calculate basic earnings percommon share(in thousands) . . . . . . . . . . . .
Number of shares used to
calculate diluted earnings percommon share(in thousands) . . . . . . . . . . . .
Cash dividends per share(2)(3):
Common stock . . . . . . . . . . ¥$1,443,941 ¥ 3,388,791
374,132
2,180,064

2,536,238

2,537,368

2,537,513

2,537,051

2,536,596

2,536,690

2,537,526

2,537,602

2,537,051

2,536,596

75.00 ¥
0.68 $

75.00 ¥
0.70 $

7

75.00 ¥
0.68 $

80.00 ¥
0.66 $

85.00
0.64

2019

As of and for the fiscal years ended March 31,
2020
2021
2022

2023

(in millions of yen, except per share data, share number information and percentages)

Balance sheet data:
Total assets . . . . . . . . . . . . . . . . ¥197,611,195 ¥211,218,760 ¥221,651,474 ¥231,550,704 ¥248,780,722
Loans, net of allowance . . . . . . .
82,492,742
87,087,233
87,930,018
89,480,766
93,474,798
Total liabilities . . . . . . . . . . . . . 188,109,702 202,043,136 211,963,317 222,108,473 239,055,588
Deposits . . . . . . . . . . . . . . . . . . . 138,296,916 144,948,667 151,010,604 157,178,284 164,935,625
Long-term debt . . . . . . . . . . . . .
11,529,400
10,346,152
11,706,471
12,578,216
14,893,023
Common stock . . . . . . . . . . . . . .
5,829,657
5,827,500
5,826,863
5,816,834
5,832,729
Total MHFG shareholders’equity . . . . . . . . . . . . . . . . . . .
8,726,519
8,512,365
9,105,238
8,914,212
8,915,491
Other financial data:
Return on equity and assets:
Net income (loss) attributable tocommon shareholders as apercentage of total averageassets . . . . . . . . . . . . . . . . . . .
0.04%
0.07%
0.26%
(0.04)%(0.01)%Net income (loss) attributable tocommon shareholders as apercentage of average MHFG
shareholders’ equity . . . . . . .
1.11%
1.95%
7.50%
(1.30)%(0.16)%
Dividends per common share asa percentage of basic earnings
per common share . . . . . . . . .
225.16%126.71%32.71%(193.80)% (1,539.86)%
Average MHFG shareholders’equity as a percentage of total
average assets . . . . . . . . . . . .
3.71%
3.81%
3.43%
3.46%
3.46%
Net interest income as apercentage of total averageinterest-earning assets . . . . . .
0.48%
0.48%
0.48%
0.50%
0.54%
Notes:(1) Mizuho Financial Group adopted the share consolidation of the shares of common stock on the basis of one
post-consolidation share per ten pre-consolidation shares effective as of October 1, 2020. For purposes of
the amounts per share, we have assumed the effective date of the share consolidation to be April 1, 2018.
(2) Yen amounts are expressed in U.S. dollars at the rate of ¥110.68= $1.00, ¥107.53= $1.00, ¥110.61= $1.00,¥121.44= $1.00 and ¥132.75= $1.00 for the fiscal years ended March 31, 2019, 2020, 2021, 2022 and 2023,
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.
(3) Figures represent cash dividends per share with respect to the applicable fiscal year. Dividends with respect
to a fiscal year include year-end dividends and interim dividends. Declaration and payment of dividends are
conducted during the immediately following fiscal year, in the case of year-end dividends, or immediately
following interim period, in the case of interim dividends.
3.B. Capitalization and Indebtedness
Not applicable.
3.C. Reasons for the Offer and Use of Proceeds
Not applicable.
8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 Credit, Market and Other 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 the risks faced by us described below and elsewhere in this annual report. See “Forward-Looking
Statements.”
Risks Relating to Our Business
International conflicts and geopolitical disruptions may have an adverse effect on us.
Due to the situation in Ukraine, Japan, the United States and some European countries have imposed
economic sanctions on Russia. Furthermore, concerns about deteriorating US-China relations are growing as theUnited States and its allies begin to implement more assertive measures against China. Against the backdrop of
the growing international conflicts and geopolitical disruptions, our clients and suppliers may face challenges ofbusiness contraction, volatile prices and supply chain instability and be compelled to reevaluate their businessstrategies. Moreover, the international situation could lead to declines in corporate earnings and a rise inuncertainty in financial markets, which could result in an increase in our credit-related costs, a decrease in thevalue of our assets and a negative impact on our liquidity. The increasingly stringent regulations resulting fromthe geopolitical disruptions could further lead to enhanced regulatory compliance risk and the related risk ofreputational damage. As a result of any of the foregoing, our business, financial condition and results ofoperations may be materially and adversely affected.
We may be adversely affected if economic or market conditions in Japan or elsewhere deteriorate.
We conduct a wide variety of business operations in Japan as well as overseas, including in the UnitedStates, Europe and Asia. If general economic conditions in Japan or other regions were to deteriorate or if thefinancial markets become subject to turmoil, we could experience weakness in our business, as well as
deterioration in the quality of our assets. As a result, our financial condition and results of operations could bematerially and adversely affected.
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 general laws, regulations and accounting rules applicable to our business activities in andoutside of Japan. We are also subject to various laws and regulations applicable to financial institutions such as
the Banking Act, including capital adequacy requirements, in and outside of Japan. If the laws and regulations
that are applicable to us are amended or otherwise changed, such as in a way that restricts us from engaging inbusiness activities that we currently conduct or that requires us to incur additional costs related to our IT systems,
our business, financial condition and results of operations could be materially and adversely affected.
Our reputation could be adversely affected if our business operations are perceived as being harmful tothe environment and society.
As concerns regarding environmental and social issues, such as climate change, biodiversity and humanrights, have heightened in recent years, we believe that our stakeholders as well as the society at large expect that
we, as a financial services provider, give increasing consideration to such issues. While we are strengthening our
9efforts to reduce environmental and social risks, including establishing comprehensive policies for, among
others, engaging with specific sectors that are likely to exacerbate negative impacts on the environment andsociety or engagement across multiple sectors, the expectations placed upon us and companies which we invest
in or extend loans to continue to heighten day by day. Although we may from time to time establish
environmental, social or governance objectives or targets, there is no assurance that we will be successful inachieving such objectives or targets or that such objectives or targets will not be changed. Our reputation may beharmed and credit-related costs could rise if our or such companies’ efforts fall short of such expectations. As aresult, our business, financial condition and results of operations could be materially and adversely affected.
Climate change could have an adverse effect on us.
Following the adoption of the Paris Agreement in 2015, measures to reduce greenhouse gases that are seenas the cause of climate change have been promoted globally. As the participating nations agreed on the target tolimit the temperature increase to 1.5 degrees Celsius above pre-industrial levels at the UN Climate Change
Conference in Glasgow (COP26) held in 2021, and such target was reaffirmed at COP27 held in 2022,
governments and others have been accelerating their measures to counter climate change, and addressing climatechange risks, among various environmental and social issues, has become increasingly important.
We believe climate change is a threat to our environment, society, daily lives and the activities ofcompanies, and view it as one of the most important global issues which may affect the stability of financial
markets. Climate change risks include transition risks caused by changes in a wide range of policies, laws andregulations, technologies and markets due to moving to a low carbon economy. Typical examples of suchtransition risks include mid- to long-term credit-related cost increases for business sectors that emit more
greenhouse gases. We may also suffer a deterioration of our reputation due to our financing of businesses that,for example, handle fossil fuels such as coal-fired power generation businesses. Climate change risks may also
include physical risks, such as direct damages to assets, or indirect effects, such as the severance of supply
chains. Examples of potential risks in the near term include increases in credit-related costs due to deteriorationin the business performance of our customers as a result of stagnation in their businesses or decreases in thevalue of collateral assets caused by changes in climate and the effects thereof. Examples of potential long-termrisks include increases in credit-related costs due to deteriorating macroeconomic conditions, which may becaused in part by an increase in infectious diseases, heatstroke or other related ailments.
We regularly review our strategy and risk management structure in order to manage the aforementioned
risks, while paying attention to global trends. However, if our initiatives do not have their anticipated effects andclimate change risks, whether or not contemplated above, materialize, our business operations, results andfinancial conditions could be materially and adversely affected.
The transition of interest rate benchmarks such as LIBOR could have adverse effects on our financial
condition and results of operations.
Many of our products and services refer to benchmark interest rates such as the London Interbank Offered
Rate (“LIBOR”). We also utilize such benchmark interest rates for our own evaluation of financial instruments
and various other internal management purposes.
In light of the LIBOR manipulation scandal that surfaced in 2012, many financial authorities around the world
have commented on a transition to the risk-free rate as the benchmark interest rate to improve reliability andtransparency. In addition, in July 2017, the Chief Executive of the Financial Conduct Authority of the United Kingdom(“FCA”), which regulates LIBOR, announced that the FCA will no longer persuade or compel banks to present rates
for the calculation of the LIBOR benchmark after 2021. Later in March 2021, ICE Benchmark Administration Limited(“IBA”), the administrator of LIBOR, announced that it would cease the publication of JPY, GBP, EUR, CHF LIBOR
and certain USD LIBOR settings immediately after the end of 2021 and cease the publication of the remaining USD
LIBOR settings after the end of June 2023. Since December 2021, IBA has ceased the publication of JPY, GBP, EUR
and CHF LIBOR, and the 1-week and 2-months USD LIBOR as scheduled.
10

We have taken measures to prepare us for the cessation of publication of LIBOR and the shift to a successor
interest rate benchmark across the entire group, and the transition to the successor benchmark is progressing asplanned, including the remaining USD LIBOR, the publication of which will cease at the end of June 2023.
Issues such as the transition of a particular benchmark to a replacement rate could result in widespreaddislocation in the financial markets, engender volatility in the pricing of securities, derivatives and other
instruments, and suppress capital markets activities. As a result, the transition could, for example, cause hedging
accounting items to be derecognized and increase litigation risks regarding our existing products and services,which could adversely impact our profitability. There can be no assurance that a change in the benchmark
interest rate and related valuation methods will not have a material adverse effect on our financial condition andresults of operations. We may also be adversely affected if the change restricts our ability to provide products
and services or if it necessitates the development of additional information technology systems.
Intensification of competition in the market for financial services could have an adverse effect on us.
We offer comprehensive financial services globally, centered on banking, trust banking and securities, andare subject to intense competition both domestically and internationally with large financial institutions,non-bank financial institutions and others. In addition, as a result of “FinTech,” an increasing number ofcompanies have been crossing industry lines and entering the field of finance, and it is possible that thecompetitive environment surrounding us may further intensify. Moreover, due to the reforms to financial
regulations made to date, it may become difficult to differentiate strategies between us and our competitors,
resulting in the intensification of competition in specific businesses.
If we are unable to respond effectively to current or future competition, our business, financial condition andresults of operations could be adversely affected. In addition, intensifying competition and other factors could
lead to reorganization within the financial services industry, and this could have an adverse effect on ourcompetitive position or otherwise adversely affect the price of our securities.
Our business could be significantly disrupted due to natural disasters, terrorism, outbreaks of infectious
diseases, 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 outbreak of infectious disease. 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 such natural disasters, terrorism, other criminal acts and outbreaks of infectious
diseases. For example, massive natural disasters such as the March 2011 Great East Japan Earthquake, or
outbreaks of infectious diseases such as the Coronavirus Disease 2019 (COVID-19) Pandemic may have various
adverse effects, including a deterioration in economic conditions, declines in the business performance of manyof our corporate customers and declines in stock prices. As a result, our financial condition and results ofoperations could be materially and adversely affected due to an increase in the amount of problem loans andcredit-related costs as well as an increase in unrealized losses on, or losses from sales of, equity securities andfinancial products.
We may be required to increase allowance for credit losses on loans and/or 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 the real estateand manufacturing industries as well as banks and other financial institutions is relatively high. We manage ourcredit portfolio by regularly monitoring the credit profile of each of our customers, the progress made on
11restructuring plans and credit exposure concentrations in particular industries or corporate groups that are
expected to be affected when risk events occur, and we also utilize credit derivatives for hedging and credit risk
mitigation purposes. We also periodically assess the value of the relevant collateral or guarantee. However,depending on the status of domestic and global credit cycles, the business environment in particular industries,
prices of real estate assets and other factors, the amount of our problem loans and other claims could increasesignificantly, including as a result of the deterioration in the credit profile of customers for which we are theprimary bank lender, other major customers or customers belonging to industries to which we have significant
credit exposure, and the value of collateral and guarantees could decline. There can be no assurance that creditrelated 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. We have established the “Policy Regarding Cross-holding of Shares of Other Listed Companies” and, inlight of the potential material adverse impact on our financial position associated with stock market volatility risk,
we have decided to hold the shares of other companies as cross-shareholdings only when these holdings aremeaningful, and we have accordingly sold a portion of such investments. In addition, in order to lower the risk ofstock market volatility, we have been applying partial hedges as we deem necessary. However, significant declines
in Japanese stock prices in the future would lead to unrealized losses, losses on impairment and losses from sales of
equity securities. In addition, net unrealized gains and losses on such investments, based on Japanese GAAP, aretaken into account when calculating the amount of capital for purposes of the calculation of our capital adequacy
ratios, and as a result, a decline in the value of such investments would negatively affect such ratios. Accordingly,
our financial condition and results of operations could be materially and adversely 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, as well as U.S.
Treasury bonds and other instruments primarily for the purpose of investment and in our trading account. For
example, following the U.S. interest rate rises since early 2022, we recorded significant trading account losses forthe fiscal year ended March 31, 2022 and 2023 with respect to our holding of foreign bonds. As a result of suchholdings, an increase in interest rates, primarily yen interest rates and U.S. dollar interest rates, could lead to
unrealized losses of bonds or losses from sales of bonds. In addition, due mainly to differences in maturities
between financial assets and liabilities, changes in interest rates could have an adverse effect on our average interest
rate spread. We manage interest rate risk under our risk management policies, which provide for adjustments in thecomposition of our bond portfolio and the utilization of derivatives and other hedging methods to reduce our
exposure to interest rate risk. However, in the event of significant changes in interest rates, including as a result of achange in Japanese or U.S. monetary policy, increased sovereign risk due to deterioration of public finances andmarket 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. If factors such as
12

turmoil in global financial markets or the deterioration of economic or financial conditions cause the market
liquidity of our assets to decrease significantly, our financial condition and results of operations could bematerially 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 decrease in deferred tax assets, net of valuation allowance, due to a change in our estimation of futuretaxable income or change in Japanese tax policy could adversely affect our financial condition and resultsof operations.
We record deferred tax assets, net of valuation allowance, based on a reasonable estimation of future taxable
income in accordance with applicable accounting standards. Our financial condition and results of operations could
be materially and adversely affected if our deferred tax assets decrease due to a change in our estimation of futuretaxable income, a change in tax rate as a result of tax system revisions or other factors. Because we consider the saleof available-for-sale securities and equity securities to be a qualifying tax-planning strategy, turmoil in financial
markets such as significant declines in stock prices could lead to a decrease in our estimated future taxable income.
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 theaccounting 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.
Impairment of the carrying value of our long-lived assets could materially and adversely affect our
financial condition and results of operations.
We periodically review our long-lived assets that are held for use for events or changes in circumstancesthat indicate possible impairment. Our impairment review is based on an undiscounted cash flow analysis of agroup 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 thatthe asset group is expected to generate. When impairment is identified, the future cash flows are then discounted
to determine the estimated fair value of the asset group and an impairment charge is recorded for the difference
between the carrying value and the estimated fair value of the asset group. We cannot accurately predict theamount and timing of any impairment of long-lived assets. Should these assets not generate sufficient cash flows
to justify their carrying value and we recognize impairment losses thereon, there could be a material adverse
effect on our financial condition and results of operations.
Our business will be adversely affected if we encounter difficulties in raising funds.
We rely principally on deposits and bonds as our funding sources. In addition, we also raise funds in thefinancial markets. In particular, our foreign currency funding structure relies more on capital markets compared13

to our yen-based funding. 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
to prevent significant increases in our funding costs or, in the case mainly of foreign currencies, 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:•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;•

adverse developments with respect to our financial condition and results of operations; or•downgrading of our credit ratings or damage to our reputation.

As a result, our business, financial condition and results of operations could be materially and adversely affected.
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.
For example, assuming a downgrade occurred on March 31, 2023, the additional collateral requirement inconnection with our derivative contracts if other conditions remain unchanged, would have been approximately¥8.5 billion for a one-notch downgrade and approximately ¥25.1 billion for a two-notch downgrade.
Failure to maintain capital adequacy ratios and other regulatory standards above minimum required
levels could have material adverse effects.
Capital adequacy regulations
We are subject to capital adequacy regulations as prescribed by the Financial Services Agency (including
regulations pertaining to additional capital buffers for “global systemically important banks” (G-SIBs) as a result ofour designation as a G-SIB) based on the Basel III rules text issued by the Basel Committee on Banking Supervision(which provides a detailed description of international standards for bank capital and liquidity), both on aconsolidated basis and with respect to each of our principal banking subsidiaries. The revised capital adequacy
regulations based on the finalized Basel III reforms published by the Basel Committee on Banking Supervision will
be applied to us from the end of March 2024. See “Item 5. Operating and Financial Review and Prospects—Capital
Adequacy” and “Item 4.B. Business Overview—Supervision and Regulation—Japan—Capital Adequacy.”
If the capital adequacy ratios of us or our principal banking subsidiaries fall below specified levels, theFinancial Services Agency could require us to take corrective actions, including, depending on the level of
deficiency, the submission of a plan to limit the outflow of capital or an improvement plan that would strengthen
the capital base, a reduction (or slowing of increase) of total assets, a reduction in the size of some business
operations, a disposition of subsidiary shares and a suspension of all or a portion of business operations. In
addition, some of our banking subsidiaries are subject to capital adequacy regulations in foreign jurisdictions
14

such as the United States, and in the event of a breach of these regulations, they could be subject to various
restrictions and orders from local authorities. Such events could adversely affect our business, financial condition
and results of operations.
Leverage ratio regulations
We are subject to leverage ratio regulations as prescribed by the Financial Services Agency based on the
Basel III rules text issued by the Basel Committee on Banking Supervision, both on a consolidated basis and withrespect to each of our principal banking subsidiaries. The regulations pertaining to leverage ratio buffers for
G-SIBs based on the finalized Basel III reforms published by the Basel Committee on Banking Supervision havebeen implemented from the end of March 2023. In addition, the amendments to the leverage ratio calculation
method based on such finalized reforms will be implemented from the end of March 2024. See “Item 5.
Operating and Financial Review and Prospects—Capital Adequacy” and “Item 4.B. Business Overview—
Supervision and Regulation—Japan— Leverage Ratio.”
If the leverage ratio of us or our principal banking subsidiaries falls below a certain ratio, the Financial Services
Agency could require us to take corrective actions, including, depending on the level of deficiency, the submission of aplan to limit the outflow of capital or an improvement plan that would strengthen the capital base, a reduction (orslowing of increase) of total assets, a reduction in the size of some business operations, a disposition of subsidiaryshares and a suspension of all or a portion of business operations. In addition, some of our banking subsidiaries are
subject to leverage ratio regulations in foreign jurisdictions and regions where they operate such as the United States,
and in the event of a violation of these regulations, they could be subject to various restrictions and orders from local
authorities. Such events could adversely affect our business, financial condition and results of operations.
Total Loss Absorbing Capacity (TLAC) regulations
As we have been designated as a G-SIB, we and our material subsidiaries are subject to total loss absorbing
capacity (TLAC) regulations as prescribed by the Financial Services Agency based on “Principles on Lossabsorbing and Recapitalisation Capacity of G-SIBs in Resolution” issued by the Financial Stability Board. See“Item 5. Operating and Financial Review and Prospects—Capital Adequacy” and “Item 4.B. Business
Overview—Supervision and Regulation—Japan—Total Loss Absorbing Capacity.”
If our external TLAC ratio or the internal TLAC amounts of our material subsidiaries fall below a certain
threshold, the Financial Services Agency could require the submission of a plan to improve such external TLAC
ratio or internal TLAC amounts or may issue a business improvement order which could include various
restrictions on, or suspension of portions of, our business. Such events could adversely affect our business,financial condition and results of operations.
Capital procurement
The capital raising that we conduct in light of our regulatory capital requirements, including those
conducted in response to TLAC requirements but excluding Common Equity Tier 1 capital requirements,
consists primarily of the issuance of debt instruments. In the event of a deterioration in our financial condition or
results of operations, a downgrade in our credit rating, or the spread of negative rumors or other reputational
damage, an economic downturn in Japan or overseas, financial system instability or financial market turmoil, we
may become unable to raise capital at commercially reasonable costs, or at all, which may prevent us frommaintaining or improving our capital adequacy ratios in accordance with our plans. Such events could adversely
affect our business, financial condition and results of operations.
Problems relating to our information technology (IT) 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
15

and cash settlement systems, interconnects our branches and other offices, our customers and various clearing
and settlement systems located worldwide. We endeavor to sustain stable daily operations and develop
contingency plans for unexpected events, including the implementation of backup and redundancy measures.
However, we may not be able to prevent significant disruptions to our information technology systems
caused by, among other things, human error, accidents and development and renewal of computer systems. In theevent of any future disruptions in our IT systems, our business, financial condition and results of operations
could be materially and adversely affected due to information leaks, malfunctions or disruptions in our business
operations, liability to customers and others, regulatory actions or harm to our reputation.
In February and March 2021, there were several system failure incidents at Mizuho Bank (also at Mizuho
Trust & Banking Co., Ltd. for the incidents on August 20, 2021) that resulted in aborted customer transactions
across our network in Japan, including ATM and internet banking transactions and foreign exchange remittances.
On September 22, 2021 and November 26, 2021, we and Mizuho Bank received business improvement orders
from the Financial Services Agency. In response to the business improvement orders received on November 26,
2021, we and Mizuho Bank submitted a business improvement plan to the Financial Services Agency on
January 17, 2022. We and Mizuho Bank have been providing reports of the status of implementation of thebusiness improvement plan to the Financial Services Agency every three months, starting from March 31, 2022.
Problems relating to cyber attacks could significantly impair our ability to protect our customer’s private
information and disrupt our business operations.
Our business depends on the secure processing, storage and transmission of confidential and otherinformation within our global IT systems. There have been a number of highly publicized cases involving
financial services companies, consumer-based companies, governmental agencies and other organizations
reporting the unauthorized access of client, customer or other confidential information in recent years, as well as
cyber attacks involving the dissemination, theft and destruction of corporate information or other assets, using
ransomware or other malicious code, as a result of failure by employees or contractors to follow procedures or asa result of actions by third parties, including actions by foreign governments. In addition, the risk of cyber attacks
from foreign government or state-sponsored actors may increase due to international conflicts and geopoliticaltension.
As we and our outside contractors continue to be the target of unauthorized access attacks, mishandling or
misuse of information, computer viruses or malware, cyber attacks designed to obtain confidential information,
destroy data, disrupt or degrade service, sabotage systems or cause other damage, denial of service attacks, data
breaches and other events, there can be no assurance that we will not suffer any losses or other consequences in
the future as a result of significant incidents due to these cyber attacks. Although our Cyber Incident Response
Team (CIRT) has led the implementation of, and continuously endeavors to upgrade, our protective measuresusing advanced technologies, our IT systems, software and computer networks may be vulnerable tounauthorized access, misuse, computer viruses, ransomware or other malicious code and other events that could
have a security impact. Due to the complexity and interconnectedness of our global IT systems, these protective
measures may be ineffective, and the process of enhancing our protective measures can itself create a risk ofsystem disruption and security issues, and there can be no assurance that our current or future countermeasures
will be sufficient to prevent or mitigate the impact of such incidents.
A cyber attack, information or security breach or a technology failure that involves us or our outsidecontractors could jeopardize our or our customers’, employees’, partners’, vendors’ or counterparties’ personal,
confidential, proprietary or other information processed and stored in, and transmitted through, our and ouroutside contractors’ IT systems. Furthermore, such events could cause interruptions or malfunctions in our, ourcustomers’, employees’, partners’, vendors’, counterparties’ or outside contractor’s operations, as well as theunauthorized release, gathering, monitoring, misuse, loss or destruction of confidential, proprietary and otherinformation of ours, our employees, our customers or of other third parties. Any of these events could result in
16

reputational damage with our customers and the market, customer dissatisfaction or financial losses, any ofwhich could adversely affect our financial condition and results of operations.
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, including as a result of cyber attacks.
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 that we require of ouroutside contractors and those designed to meet the strict requirements of the Personal Information Protection Act
of Japan, may not be effective in preventing all such problems. Leakage of important information in the future,including as a result of cyber attacks, could result in liabilities and regulatory actions and may also lead tosignificant harm to our reputation. In addition, recent or future regulatory changes, such as the Japan Amended
Personal Information Protection Act, the EU General Data Protection Regulation and the UK Competition andMarkets Authority’s Open Banking standard, increase the risks relating to our ability to comply with rules that
impact our ability to protect information. Non-compliance with such regulations could result in regulatory
proceedings, litigation, enforcement or the imposition of fines or penalties. As a result, our business, financial
condition and results of operations could be materially and adversely affected.
Inadequacies in anti-money laundering and counter-terrorism financing measures could subject us toregulatory actions and harm our reputation.
As financial crimes become more diverse and sophisticated, and incidents of terrorism continue to occur
around the world, the importance of anti-money laundering measures and the need to counter the financing ofterrorism is rapidly increasing and is a key priority for financial authorities worldwide, including Japan. We havedeveloped a system to comply with applicable laws and regulations in Japan and overseas, and we arecontinuously implementing measures to further strengthen measures against money laundering. However, there
can be no assurance that such measures will be effective in preventing all violations, and failure to comply withregulations and requirements can result in enforcement and/or regulatory proceedings. If we fail to meet theregulatory requirements to which we are subject, or to maintain risk and control procedures and processes thatmeet the heightened standards established by our regulators and other government agencies, we could be required
to enter into settlements, comply with orders, pay additional fines, penalties or judgments, or accept material
regulatory restrictions on our businesses. As a result, our business, financial condition and results of operations
may be materially and adversely affected.
On November 26, 2021, Mizuho Bank received a corrective order from the Ministry of Finance. In responseto the corrective order, Mizuho Bank submitted a report on improvement and prevention measures on
December 17, 2021 to the Ministry of Finance and continues to provide such reports on a quarterly basis to the
Ministry of Finance.
Transactions with state sponsors of terrorism may lead some potential customers and investors to avoid
doing business with us or investing in our securities or have other adverse effects.
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 currently includes Iran,
Syria, North Korea and Cuba, and we maintain policies and procedures to comply with applicable U.S. laws. Our
non-U.S. offices engage in transactions relating to the Designated Countries on a limited basis and in compliancewith applicable laws and regulations, including trade financing with respect to our customers’ export or importtransactions and maintenance of correspondent banking accounts. In addition, we maintain a representative officein Iran. 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 withapplicable Japanese and U.S. laws and regulations.
17

The laws and regulations applicable to dealings involving the Designated Countries are subject to further
strengthening or changes. If the U.S. government considers that our compliance measures are inadequate, we
may be subject to regulatory action which could materially and adversely affect our business. In addition, we
may become unable to retain or acquire customers or investors in our securities, or our reputation may suffer,potentially having adverse effects on our business or the price of our securities.
Violations of laws and regulations related to financial market activities could subject us to adverse
consequences such as regulatory actions and reputational harm.
In conducting our market operations in Japan and overseas, we are subject to the application of the laws andregulations of Japan and other countries and stock exchange rules, as well as being under the supervision ofvarious financial authorities.
While we maintain compliance measures and endeavor to manage compliance risks, there can be noassurance that such measures will be effective in preventing all violations. Misconduct by employees, including
improper or illegal conduct, can cause significant reputational harm as well as litigation and regulatory action. As
a result, our business, financial condition and results of operations could be materially and adversely affected due
to such regulatory actions and reputational damage.
Violations of applicable laws and regulations and misconduct by our officers or employees could result inpenalties and other regulatory actions as well as harm to our reputation.
Our business and employees in Japan are subject to various laws and regulations, including those applicableto financial 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 thelaws and regulations of the jurisdictions in which they operate and are subject to oversight by the regulatory
authorities of those jurisdictions. In addition to our compliance with applicable laws and regulations, our officers
and employees are expected to meet the expectations of our customers and society regarding compliance with
relevant social rules and norms, and the standards relating to such expectations are likely to become higher andthe rules and norms are subject to change over time.
Our compliance and legal risk management structures are designed to prevent violations of such laws andregulations and cultivate a risk-sensitive culture among our officers and employees, but they may not be effective
in preventing all violations and non-compliance.
Violations of laws and regulations and our officers’ or employees’ misconduct could result in regulatory
action and harm our reputation, and our business, financial condition and results of operations could bematerially and adversely affected.
Our medium-term business plan and other strategic initiatives and measures may not result in the
anticipated outcome.
We have been implementing strategic initiatives and measures in various areas. In May 2023, we announced
our medium-term business plan for the three fiscal years ending March 31, 2026. However, we may not be
successful in implementing such initiatives and measures, or even if we are successful in implementing them, theimplementation of such initiatives and measures may not have their anticipated effects. In addition, we may not
be able to meet the key targets announced due to these or other factors, including, but not limited to, differencesin the actual economic environment compared to our assumptions, as well as the risks enumerated in these “Risk
Factors.”
For further information of our medium-term business plan, see “Item 4. Business Overview—General andstructural reforms.”
18

We will be exposed to new or increased risks as we expand the range of our products and services.
As a financial consulting group, we offer a broad range of financial services, including banking, trust
banking, securities and other services. As the needs of our customers become more sophisticated and broader inscope, and as the Japanese financial industry continues to be deregulated, we have been entering into various new
areas of business, including through various business and equity 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 to a degree outside of our expectations, our 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 could result in losses, regulatory
actions or harm to our reputation. As a result, our business, financial condition and results of operations could bematerially 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 our internal controls over financial
reporting, as required, in our annual report on Form 20-F. In addition, our management is required to report on ourinternal control over financial reporting in accordance with the Financial Instruments and Exchange Act of Japan.
To the extent any issues are identified through the foregoing processes, there can be no assurance that we will beable 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 our internal control over financial reporting are effective. In either case, we may
lose investor confidence in the reliability 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 legal proceedings could have a material adverse effect on our business,financial condition and results of operations.
Negative rumors about us could have an adverse effect on us.
Our business depends on maintaining the trust of our customers, employees and other stakeholders in theeconomy and society. In the event that the services provided and activities conducted by us and our officers and19

employees are assessed as deviating significantly from the expectations and requests of our stakeholders, tangible
and intangible losses, and a negative impact on our brand and reputation may result. We endeavor to prevent
such reputational risks from materializing by capturing them at an early stage and responding appropriately.
However, in the event that such initiatives are inadequate and the results thereof fail to meet the expectations andrequests of our stakeholders, our business, financial condition, results of operations and the price of our securities
could be materially and adversely affected.
Our risk management policies and procedures may not adequately address unidentified or unanticipatedrisks.
We devote significant resources to maintain and strengthen 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, monitor and manage risks may not be fully effective. Some of our methods of managing
risks are based upon our use of observed historical market behavior. As a result, these methods may notaccurately predict future risk exposures, which could be significantly greater than the historical measuresindicate. If our risk management policies and procedures do not function effectively, our financial condition andresults of operations could be materially and adversely affected.
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 Companies Act,or otherwise, 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
or interest payments on capital securities issued by our group due to the deterioration of our results of operations
and financial condition and/or the restrictions under the Companies Act or due to the strengthening of bankcapital regulations. For more information on restrictions to dividend payments under the Companies Act andbank capital regulations, see “Item 10.B. Additional Information—Memorandum and Articles of Association”
and “Item 4.B. Business Overview—Supervision and Regulation—Japan.”
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 the board of directors and Japan’s Companies Act govern
our corporate affairs. Legal principles relating to such matters as the validity of corporate procedures, directors’
and officers’ fiduciary duties and shareholders’ rights may be different from or less clearly defined than thosethat would apply if we were incorporated in another jurisdiction. For example, under the Companies Act, 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
the law 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, executive officers or senior management, 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, executive
officers and senior management reside outside the United States. Many of the assets of us and these persons arelocated in Japan and elsewhere outside the United States. It may not be possible, therefore, for U.S. investors toeffect service of process within the United States upon us or these persons or to enforce, against us or these20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.

21

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 Co., Ltd., and the respective trust bank subsidiaries merged on the same dateto 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, the former Mizuho Corporate Bank, and a banking subsidiary serving primarily
retail and small and medium-sized enterprise customers, the former Mizuho Bank. As an additional step for
realigning the group structure, Mizuho Financial Group was established on January 8, 2003 as a corporation
organized under the laws of Japan, and on March 12, 2003, it became the holding company for the Mizuho groupthrough a stock-for-stock exchange with Mizuho Holdings, which became an intermediate holding company
focused on management of the Mizuho group’s banking and securities businesses. The legal and commercialname 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, the former Mizuho Corporate Bank,
the former 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 nonaccrual loans held by these new subsidiaries, which wecall 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. conducted their merger, with the aim of
improving our service-providing capabilities to our clients and to offer competitive cutting-edge financial
services on a global basis.
In September 2011, Mizuho Trust & Banking became a wholly-owned subsidiary of Mizuho Financial
Group, Mizuho Securities became an unlisted subsidiary of the former Mizuho Corporate Bank, and Mizuho
Investors Securities became a wholly-owned subsidiary of the former Mizuho Bank, through their respective
stock-for-stock exchanges. The purpose of these stock-for-stock exchanges was to further enhance the “groupcollective capabilities” by integrating group-wide business operations and optimizing management resources
such as workforce and branch network.
In January 2013, Mizuho Securities and Mizuho Investors Securities merged in order to provide integrated
securities services as the full-line securities company of the Mizuho group. Mizuho Securities aims to further
strengthen collaboration among banking, trust banking and securities businesses of the group, expand thecompany’s customer base to enhance the domestic retail business, and rationalize and streamline management
infrastructure.
22

In April 2013, we turned Mizuho Securities, a consolidated subsidiary of Mizuho Financial Group, into a
directly-held subsidiary of Mizuho Financial Group, whereby we moved to a new group capital structure, placingbanking, trust banking, securities and other major group companies under the direct control of the holding company.
In July 2013, the former Mizuho Bank and the former Mizuho Corporate Bank merged, and the former
Mizuho Corporate Bank, the surviving entity, changed its trade name to Mizuho Bank, Ltd. The purpose of themerger was to become able to provide directly and promptly diverse and functional financial services to both theformer Mizuho Bank and the former Mizuho Corporate Bank customers, utilizing the current “strengths” and“advantages” of the former Mizuho Bank and the former Mizuho Corporate Bank, and to continue to improvecustomer services by further enhancing group collaboration among the banking, trust banking and securities
functions and, at the same time, to realize further enhancement of the consolidation of group-wide business
operations and optimization of management resources, such as workforce and branch network, by strengthening
group governance and improving group management efficiency.
In July 2016, with consideration of the rule of the Board of Governors of the Federal Reserve System (the“Federal Reserve Board”) regarding the operations of foreign banking organizations with U.S. operations, weestablished a bank holding company, Mizuho Americas LLC, which holds our primary U.S.-based banking,securities and institutional custody services (trust banking) entities together under it, with the aim to proactively
strengthen corporate governance and expand our profit base through the consistent implementation of ourcollaborative corporate and investment banking, securities and institutional custody services strategy in the
United States in line with the global operation of our new in-house company system.
In December 2017, two subsidiaries of Mizuho Americas LLC, the former Mizuho Bank (USA) and theMizuho Trust & Banking Co. (USA), merged. The merged entity, Mizuho Bank (USA), provides both banking
services and trust services.
In October 2016, with a view to strengthening our respective asset management businesses, we and The
Dai-ichi Life Insurance Company, Limited integrated the asset management functions of both groups, namely,
DIAM Co., Ltd., the asset management function of Mizuho Trust & Banking, Mizuho Asset Management Co.,
Ltd. and Shinko Asset Management Co., Ltd., and formed a new company named Asset Management One Co.,
Ltd., a consolidated subsidiary of Mizuho Financial Group.
In March 2017, we, Sumitomo Mitsui Trust Holdings, Inc., Resona Bank, Limited and The Dai-ichi Life
Insurance Company, Limited executed a memorandum of understanding to commence detailed analysis andnegotiations in preparation for the management integration of Japan Trustee Services Bank, Ltd. (“JTSB”) and
Trust & Custody Services Bank, Ltd. (“TCSB”), which was a consolidated subsidiary of Mizuho Financial
Group. Based on the aforementioned memorandum of understanding, TCSB and JTSB incorporated JTC
Holdings, Ltd. (“JTC Holdings”) by joint share transfer in October 2018. After the joint share transfer, TCSB and
JTSB became wholly-owned subsidiaries of JTC Holdings, and JTC Holdings, TCSB and JTSB became equitymethod affiliates of Mizuho Financial Group. In July 2020, JTC Holdings and TCSB merged with JTSB as thesurviving entity, which changed its trade name to Custody Bank of Japan, Ltd. The purpose of the integration
was to contribute to further growth in the domestic securities settlement market and domestic investment chain
by realizing more stable and higher quality operations and strengthening its system development capabilities by
seeking the benefits of scale.
In May 2020, we decided to integrate three consolidated subsidiaries of Mizuho Financial Group, Mizuho
Information & Research Institute, Inc. (“MHIR”), Mizuho Research Institute Ltd. (“MHRI”) and Mizuho Trust
Systems Company, Limited (“MHTS”) with MHIR as the surviving entity. Based on this decision, MHIR and
MHTS merged with MHIR as the surviving entity in January 2021, and MHIR and MHRI were integrated andbecame a new company, Mizuho Research & Technologies Corporation (“MHRT”) in April 2021. The purposeof the integration was to significantly improve the ability of the Mizuho group to provide “New value beyond theconventional boundaries of finance” by organically combining and amalgamating each company’s research,
consulting, and IT development capabilities.
23

In December 2021, Mizuho Private Wealth Management Co., Ltd., which had offered services catered to theultra-wealthy, was dissolved, and its functions were assumed by Mizuho Bank, Ltd. in order to strengthen thegroup-wide capabilities of providing such services.
In April 2023, we established a venture capital firm, Mizuho Innovation Frontier Co., Ltd. (“MHIF”), forthe purpose of promoting both business and technological advances in each of the Mizuho group’s companies.
The establishment of MHIF is a direct response to the recent ever-growing demand for innovative businessexpansion and the modernization of existing business platforms in the financial industry amidst the significant
changes that industrial structures and the social and economic environment are experiencing, and is also our
response to promote and support new business initiatives, the expansion of existing business, and overallinnovation within the Mizuho group.
Other Information
Our registered address is 1-5-5, Otemachi, Chiyoda-ku, Tokyo 100-8176, Japan, and our telephone number
is 81-3-5224-1111.
The SEC maintains an Internet site that contains reports, proxy and information statements, and otherinformation regarding issuers that file electronically with the SEC at www.sec.gov. As a foreign private issuer,
we are exempt from the rules under the Exchange Act that prescribe the furnishing and content of proxystatements to shareholders. Our corporate website is www.mizuho-fg.co.jp/index.html.
4.B. Business Overview
GeneralWe engage in banking, trust banking, securities and other businesses related to financial services.
We worked to realize our medium-term business plan spanning a five-year period starting from the fiscal
year ended March 31, 2020. The plan is titled 5-Year Business Plan: Transitioning to the Next Generation of
Financial Services. In addition to megatrends, such as digitalization, an aging society with a low birthrate andglobalization, the global spread of COVID-19 triggered irreversible structural changes in people’s lifestyles,
economies and societies, and our customers’ lifestyles and corporate activities were changed greatly and at a
rapid speed. We have continued to steadily uphold the social responsibilities required of a financial institution
through the demonstration of our stable business operations and financial functions, while endeavoring to create
new value by addressing the issues faced by our customers with the group-wide capabilities we cultivated as aresult of our business and financial structure reforms.
As for our business, we worked to go beyond the conventional boundaries of finance in order to provide
optimal services and solutions utilizing our non-financial capabilities. Moreover, looking ahead to a postCOVID-19 world, we also worked to expand our business domains by capturing the changes faced by individuals
and businesses. In the fiscal year ended March 31, 2023, as new initiatives, we invested in Rakuten Securities,
Inc. with the aim of realizing a fully-fledged hybrid comprehensive asset management consulting service thatmeets the needs of individual customers, and in the digital domain, we invested in Kredivo Holdings Ltd., an
Indonesian digital finance company. On the other hand, LINE Bank Preparatory Company, which wasestablished in May 2019, decided to halt their project for launching a new bank.
For more information on the initiatives that we have taken in the fiscal year ended March 31, 2023, see“—Group Operations—Group Management Structure.”
As for our finances, we worked to reallocate corporate resources and strengthen our stable revenue base inorder to enable us to accelerate the transformation of our business portfolio to be more efficient and capable ofcapturing stable revenue streams. In the fiscal year ended March 31, 2023, based on our steady progress on
accumulating capital, we were able to provide a dividend increase for the second consecutive fiscal year
following the fiscal year ended March 31, 2022.
24

As for our corporate foundations, we established the position of Chief Culture Officer (Group CCuO) to
implement planning and promotion in respect of the transformation of our corporate culture and initiatives toenhance communication, under which we established the Culture Transformation Project Team (renamed the
Corporate Culture Office). In addition, in order to realize the growth of each and every employee, flexible
deployment of talent in line with our business strategies and development of business-leading talent, we decided
to build a new human resources framework for all five core group companies, namely, Mizuho Financial Group,
Inc., Mizuho Bank, Ltd., Mizuho Trust & Banking Co., Ltd., Mizuho Securities Co., Ltd. and Mizuho
Research & Technologies, Ltd., the transition to which is scheduled for completion in April 2024, and started to
implement individual initiatives one by one.
In addition to the above-mentioned initiatives, we have proceeded with initiatives such as the creation of
new business opportunities and the expansion of solution domains through the use of digital technology and open
collaboration with third parties, including those in other industries.
Business Improvement Plan relating to Incidents of System Failure
On November 26, 2021, Mizuho Financial Group and Mizuho Bank received a business improvement orderfrom the Financial Services Agency of Japan, pursuant to the provisions of Article 52-33, Paragraph 1 andArticle 26, Paragraph 1 of the Banking Act of Japan. In accordance with the order, Mizuho Financial Group and
Mizuho Bank submitted a business improvement plan to the Financial Services Agency of Japan on January 17,
2022, and have continued to steadily implement our measures to prevent further incidents and further enhanced
our multilayered system failure response capabilities. In addition, on November 26, 2021, Mizuho Bank received
a corrective action order from the Ministry of Finance of Japan, pursuant to the provisions of Article 17-2,
Paragraph 1 of the Foreign Exchange and Foreign Trade Act of Japan, in regard to the performance of theconfirmation obligations of banks under Article 17 of said act. Accordingly, Mizuho Bank formulated measures
to improve its operations and prevent further incidents, established an audit framework and undertook otherinitiatives in line with such order, and submitted a report on these initiatives to the Ministry of Finance of Japanon December 17, 2021. In addition to the steady implementation and continuation of the measures to prevent
further incidents, Mizuho Bank has reassessed the causes behind the system failures and worked on appropriately
restructuring its internal management systems in relation to foreign exchange laws and regulations.
We completed all measures stipulated in the business improvement plan by September 2022, as scheduled.
Since then, we have established a structure for continued operations, and as of the end of March 2023, we
confirmed that the first round of inspections and other improvement measures had been carried out and are
establishing themselves as self-governing practices in the workplace. Various inspections aimed at preventing
further system failures, and quick response in the event of a failure through training as well as a visualization ofsystem configurations and work lines have been entrenched, and as a result, the occurrence of system failuresthat have a significant impact on customers has been curtailed. Additionally, we are continuing the practice of
formulating and promoting preventative measures for strengthening IT governance, which are based onunderstanding on-site situations and personnel management. With regard to the initiatives to utilize feedback
from customers and employees and to transform our corporate culture, we are continuing improvement activities
by establishing frameworks and infrastructures. With regard to legal compliance, procedures and structures
related to foreign exchange laws and regulations have been established, and we are continuing to promote selfgoverning practices by ensuring the dissemination of essential understanding through various inspections,training and other measures. For supervisory functions, we are implementing initiatives to enhance our effective
governance structure. In the future, in order to ensure the continued operation of the plan while maintaining theeffectiveness of the improvements we have made, we will continue to implement effective initiatives in
conjunction with tireless efforts to not allow memories of system failures to fade into the past.
We will, once again, be more conscientious of our social role and public mission as a financial group anddevote all of our energies to our commitment to a customer-focused mindset and the stabilization of ouroperations with the aim to be a company that is beneficial to our customers and society. All of our directors,
25executive officers and employees will make concerted efforts so that we can become a company that is truly
trusted by our customers and society.
Medium-term business plan
In light of the drastic changes in and increasing complexity of the external and internal businessenvironments, we redefined our Corporate Identity, which is the foundation of what it means to be a Mizuho
employee. In addition, upon determining the direction of Mizuho’s long-term growth, we established a new
medium-term business plan (from the fiscal year ending March 31, 2024 to the fiscal year ending March, 312026) beginning one year before the originally scheduled completion of the 5-Year Business Plan (from the fiscal
year ended March 31, 2020 to the fiscal year ending March 31, 2024). The targets of the new medium-termbusiness plan are based on the assumption that the 5-Year Business Plan’s final year targets will have been met.
The three years of the new medium-term business plan will be focused on connecting the initiatives being
carried out across Mizuho and creating new solutions to the challenges facing our clients and society as a whole.
Our basic policy will be to make the most effective use of corporate resources through a flexible businessdevelopment approach that centers on sustainability and, together with our clients and society, build thecornerstone of future sustainable growth and prosperity.
Mizuho aims to contribute to personal well-being and to the achievement of a sustainable society andeconomy supporting it. To this end, we have identified priority areas for resolving societal issues andaccomplishing sustainable growth. These themes clarify what we need to focus on in our business in order toachieve our vision for the world ten years in the future. Further, we are enhancing our corporate foundations
towards achievement and growth in this regard.
Priority business domains(1) Business focus areas•

Support for the doubling of asset-based income••

Enhancing customer touchpoints••

Thoroughly pursue convenience by utilizing exhaustive digitalization and collaboration with othercompanies, increase the attractiveness of deposit accounts and acquire a customer base for stablepersonal deposits and for future asset management and succession business.

Enhancing the competitiveness of Japanese corporations••

Expand the asset building business with Nippon Individual Savings Accounts (NISA) as a jumpstartmeasure. In addition, by leveraging our group-wide strengths and strengthening our consulting
personnel, address asset management needs and asset succession needs and grow together with ourcustomers.

Provide thorough support, including the provision of support to large corporations to transform theirbusiness structures mainly for the purpose of addressing sustainability and provision of strategic
approaches with a focus on mid-cap companies, to our corporate clients so that they will be able toincrease their corporate value and to achieve business growth, and thereby contribute to theenhancement of the global competitiveness of Japanese corporations.

Sustainability and innovation•

Establish a financing framework for the transition of industry and business structures. In addition,
support start-up companies and the establishment of new technologies, including support inaddressing sustainability, and create new business opportunities beyond the boundaries of finance.

26

•

Global Corporate & Investment Banking (CIB) business model•

Proactively invest corporate resources in the Americas and Asia, which are growth fields; in theAmericas, further deepen the Corporate & Investment Banking (CIB) business model (the businessmodel that integrates loan transactions using Mizuho Bank’s balance sheet and capital market
products and provides such integrated services and products); and, in Asia, achieve regional growththrough utilizing our branch networks in the region and a flexible business development approachthat identifies the targets of each country.

(2) Enhancing our corporate foundations which support our growth•

Corporate culture transformation••

Human capital enhancement••

Strengthen the foundations for digital transformation by scaling incubation that leverages ourgroup’s strengths to the fullest extent; by improving productivity through, among others,
digitalization of operations; by developing employees who can realize the Mizuho DX strategy; andby utilizing data and other matters.

IT reforms••

Strengthen our human capital through an approach that thoroughly implements strategic humanresource allocation, such as employee rotation in line with strategies and development of executive
leaders, and an approach that values the narratives of employees, such as supporting employees’
career development and ensuring supportive working environments.

Digital transformation (DX)••

Enhance engagement with our employees and clients through seamlessly promoting internal
communication (transformation of our culture) and brand communication (strengthening of ourbrand).

Promote IT reforms by optimizing the IT system structure, developing and operating IT systems
together with users, upgrading our investment management and taking other measures to expand IT
investments needed to realize our business strategies.

Maintenance of stable business operations•

Prevent memories of system failures from fading into the past and enhance our ability to respond tocrises during times of regular business operations.

•Continuously upgrade our cybersecurity framework suited to the G-SIBs.

•

Further strengthen and expand the framework of measures for anti-money laundering (AML) andcountering the financing of terrorism (CFT).

•

Thoroughly strengthen our global governance and flexibly control risks in light of the external
environment.

Sustainability approach and initiatives
We define sustainability as “environmental conservation and the sustainable development and prosperity ofthe economy, industry and society both in Japan and around the world, and the Mizuho group’s sustainable and27steady growth.” By promoting sustainability initiatives, our group aims to improve our corporate value throughthe operation of our business giving due regard to creating value for diverse stakeholders and the sustainable andsteady growth of the Mizuho group, and to contribute to the achievement of our Sustainable Development Goals(SDGs).
The forward-looking statements in this section are based on judgments made as of March 31, 2023, and ouractual results may differ materially from such forward-looking statements due to various factors. See “ForwardLooking Statements.”
Governance, risk management, and strategy in relation to sustainability in general
GovernanceOur group’s corporate governance structure is described in “Item 6. C. Board Practices.” Sustainability
initiatives, including those addressing materiality, are also managed under this framework.
Our Board of Directors determines our “Basic Policy on Sustainability Initiatives” and other matters andoversees the business execution of duties by directors and executive officers.
The Executive Management Committee deliberates important matters related to business execution
concerning sustainability. In addition, the Management Policy Committee and other committees
comprehensively deliberate and coordinate various issues related to sustainability across the company andmatters important to the group’s business strategy. Moreover, the Sustainability Promotion Committee, which ischaired by our President & Group CEO, deliberates and coordinates initiatives related to environmental andsocial issues, including responses to climate change and respect for human rights. Also, the Human Resources
Strategy Council and the Diversity, Equity and Inclusion Promotion Committee discuss, disseminate andpromote human resources development policies and internal environment development policies necessary forhuman capital management.
Risk management
The Mizuho group has a Risk Appetite Framework (RAF) to enhance corporate value through the integrated
management of business and financial strategies and risk management. We have also established acomprehensive risk management system, where we identify and evaluate risks as a whole and control them byclassifying risks into categories, such as “credit risk,” “market risk,” “operational risk,” etc., according to risk
category and manage such risks according to their characteristics. Within this risk management framework, we
recognize the risks associated with sustainability, identify the risks that are important in executing our fiscal year
business plans, and control risks based on business strategies and the characteristics of each risk category.
In addition, we have introduced a “top risk management” system, where we select risks that are recognized
to have a potential major impact on the Mizuho group. As of May 2023, top risks include, among others, the“worsening impact of climate change” and “stagnation in sustainable growth due to a talent shortage.” Theselected top risks are used to strengthen risk control and governance through the consideration of additional
measures to enhance risk control, such as preventive measures and follow-up actions, and incorporating suchmeasures into our fiscal year business plans.
To strengthen management of climate-related risks, we have established our “Basic Policy for Climaterelated Risk Management” based on the characteristics of climate-related risks, such as the probability ofoccurrence, time horizon uncertainty, impact size and transmission through to other risks. In addition, in order toprevent and mitigate negative impacts on the environment and society through investments and loans, we haveidentified businesses and sectors that are likely to promote negative impacts, and established an “Environmental
and Social Management Policy for Financing and Investment Activity.” With regard to human capital risks, such28

risks are recognized as an operational risk, and we have established a “Basic Policy for Human Resources Risk
Management.” We are working to minimize losses and improve operational efficiency by managing humanresources in a multifaceted manner and maintaining appropriate working conditions, workplaces, and safety
conditions.
Strategy
We will promote our sustainability initiatives with strategies across the group pursuant to our Basic Policy
on Sustainability Initiatives that defines our fundamental approach and methods for advancing sustainability
initiatives. In addition, based on the expectations of stakeholders for the social impact to be made by the Mizuho
group and the importance for the Mizuho group with respect to the medium- to long-term impact on our
corporate value and compatibility with the Mizuho group’s strategies and business areas, we identified“materiality” (medium- to long-term priority issues for the sustainable growth and development of Mizuho, ourclients, our employees, the economy, society and other stakeholders) and clarified the risks and opportunities
faced by Mizuho and our specific initiative plans. When implementing sustainability initiatives, we will, byaddressing materiality areas from a long-term perspective, contribute to environmental conservation and thesustainable development and prosperity of the economy, industry and society both in Japan and around the world,
and aim to improve our corporate value through the operation of our business giving due regard to creating value
for diverse stakeholders and the sustainable and steady growth of the Mizuho group.
Materiality

Declining birthrate andaging population, plus good
health and lengthening
lifespans

Main Initiatives•

Comprehensive asset management consulting
for individual asset formation, management
and succession•

Improvement of the quality and convenience ofboth digital and in-person customer channels•

In an age of longer lifespans,provide safe, stable andconvenient services tailoredto each individual’s needs
Industry development &innovation
Support industry andbusiness development, andcreate new value on a global
basisSound economic growth
Contribute to economic
development by utilizing
financial infrastructure
functions to respond tochanges in the Japanese andglobal business environment

Relevant Section•

Initiatives targeting the entire industry, such assupport for business and industrial structuretransformation to address climate change•

Social impact creation through support for
growth of innovative companies andco-creation with them•

Support for business succession by Japanesecompanies with technological capabilities•

Contribution to the enhancement of corporate
value of mid-cap companies and revitalizationof the Japanese economy•

Response to asset management needs bystrengthening management capabilities andrevitalization of origination and distribution•

Development of CIB (Corporate andInvestment Banking) businesses in global
capital markets

29•

See “Item 4.B.
Information on the
Company—Business
Overview”
Regarding“Environment &society”, also see“—Climate change”

Materiality

Main Initiatives

Environment & society•

Cooperate with customers torealize sustainable social
development, including
environmental conservation

Provision of sustainability-driven solutions,
support for business structure transformationand propagation of these solutions and support
to each corporate segment•

Implementation of measures addressing
environmental and climate change, andinitiatives on social issues and human rights

Personnel•

Promotion of group-wide initiatives totransform the corporate culture•

Development of employees capable ofaddressing social issues through strategic
employee rotation and investment in talent•

Creation of a supportive working environment
and an even more inclusive organization that
supports the active participation of diverse
personnel•

Strengthening of our operational resilience(crisis response during times of normal
operations)•

Further strengthening and expansion of
cybersecurity measures and AML/CFT systems•

Strengthening of global governance

Based on a corporate culture
where employees can act
independently, develop adiverse workforce that grows
together with customers andsociety

Governance
Implement strong corporate
governance and stable
operational management tobenefit customers and society

Relevant section•

See “—Human capital”•

See “Item 3.D.
Key Information—
Risk Factors”

The following subsections are an overview of initiatives to address climate change, which falls under themateriality category of “Environment & society”, and initiatives for human capital, which falls under themateriality category of “Personnel.” In addition, regarding initiatives for other materiality categories, see therelevant sections shown in the right-most column in the table above.
Climate change
Strategy•

In our “Environmental Policy” and “Mizuho’s Approach to Achieving Net Zero by 2050”, we haveclarified our stance on climate change and our aims and actions towards realizing a low-carbon society,and we have been implementing such initiatives on a group-wide basis. In April 2023, we substantiatedand revised our “Net Zero Transition Plan” formulated in 2022 in order to promote our group’s climatechange response in a more integrated manner from the perspective of facilitating the real economy
transition, capturing business opportunities and risk management. Based on the Net Zero Transition
Plan, Mizuho will promote a more integrated and effective response to climate change, and contribute to
the realization of a low-carbon society by 2050 and the building of a society resilient to climate change.

(Recognition of opportunities and risks related to climate change)•

We see client investment in technological and business model development that leads to decarbonization
as a business opportunity for us. Using engagement (constructive dialogue) with our clients as a starting
point, we will support our clients’ transition to a low-carbon society and their response to climatechange.

30

•As climate-related risks, we are identifying transition and physical risks resulting from climate change
and recognizing the expected impacts of risks in individual risk categories.
•

Transition risks: Credit risk related to financing and investment clients who are impacted by more
stringent carbon taxes, fuel efficiency regulations or other policies or by delays in shifting todecarbonization and other environmental technologies. Operational risk related to reputational
damage from financing fossil fuel projects.

•

Physical risks: Acute risk in the form of damage to our assets (such as data centers) and to customer
assets (such as real estate collateral), caused by extreme weather increasing the incidence of windand water-related damage. Chronic risk in the form of credit risk arising from deterioration in themacro economy due to increased instances of infectious disease, heatstroke and similar.

(Scenario analysis)•

We conduct scenario analysis of transition and physical risks (acute risk and chronic risk) in order toascertain the future impact of climate change on our group portfolio. We conduct the analysis under anumber of scenarios, including a 1.5°C scenario, for the purpose of increasing the flexibility of plans
and resilience of strategy in anticipation of various future climate change-related circumstances.

Human capital
Strategy•With respect to Mizuho’s personnel, who are our largest and most robust operating resources, bythoroughly implementing strategic human resource allocation and conducting human resource
management that values the narratives of employees, we will aim to realize balanced human resource
management that is both flexible and in line with our business strategy and also aim to ensure that each
employee will contribute in their own way and grow together with the company. Specifically, we will
work to (i) promote the initiatives to transform our corporate culture, (ii) conduct strategic personnel
development by business area and executive succession planning and (iii) ensure supportive working
environments and become an even more inclusive organization. We plan to publish our most recent
Integrated Report (Annual Review) in July 2023, which will contain more information on this matter.

The table below shows details of human resource management initiatives.

(i)

Promote the initiatives totransform our corporate culture
on a group-wide basis

Culture and personnel, which are foundational, are essential for
ensuring the continuous execution of strategies and for achieving
continuous growth, and with the aim of creating an organization
where everyone can take the initiative on their own and engage inconstructive communication, we will work on internal
communication (transforming our corporate culture) and brandcommunication (strengthening our brand).
–

Promote measures to help ensure that each and every employee
will understand sustainability based on revision of our corporate
identity.

–

In addition to the internal initiatives, work on reaffirming
Mizuho’s external image and rebuilding our brand.

31

(ii) Develop employees capable ofaddressing social issues throughstrategic employee rotation andinvestment in talent<Talent development policy>

With the aim of building a talent portfolio that balances the career
ambitions of each and every employee with each business field’sneed for talent to realize its strategies, we will conduct our talentdevelopment process strategically by business area on a group widebasis in accordance with the career development stage of each
employee and also work on leadership development and executive
succession planning for those who lead the firm across businesses.
–

Strengthen personnel capabilities by expanding investment intalent that is necessary for learning, reskilling and upskilling forcareer development.

–

Promote strategic employee rotation aligned with medium- tolong-term business strategies and also upgrade people analytics.

–

Under our Group CEO, promote the Executive Leader
Development Program from a medium- to long-term
perspective through assignments or the relevant employee’s
own initiative.

With the aim of creating an engaging work environment that willencourage all employees to enjoy a long and fulfilling career at
Mizuho and to contribute to the company and work diligently, we
will establish an organization where diverse perspectives and values
are respected and employees can demonstrate their identity andabilities to the fullest.
(iii) Create an engaging work
environment that supports theactive participation of a diverse
workforce and be an even more
inclusive organization.
<Work environment
improvement policy>–

Establish and transition to a human resource framework that iscommon to all five core group companies and that supports
employees’ challenges, rewards their contributions and provides
an engaging work environment, and unify human resource
systems.

–

Support workplace-centric efforts for organizational
development that focuses on relationships between colleagues
and raises motivation and performance across the organization
as a whole.

–

Implement initiatives to support employee financial wellness,
including provision of frameworks to support employee
initiatives to build their assets and opportunities to obtainfinancial education.

Group Operations
Group Management Structure
We operate our group through five in-house companies, which determine and promote strategies group-wide
across banking, trust banking, securities and other business areas according to the attributes of customers, andtwo units that support all of the in-house companies.
Until March 31, 2023, the company system was classified into the following five in-house companies andtwo units: the Retail & Business Banking Company, the Corporate & Institutional Company, the Global
Corporate Company, the Global Markets Company, the Asset Management Company, the Global Products Unit
and the Research & Consulting Unit.
32

On April 1, 2023, we integrated the Corporate & Institutional Company with the investment banking
functions of the Global Products Unit to establish a new Corporate & Investment Banking Company, and thetransaction banking functions of the Global Products Unit were separated and became the Global Transaction
Banking Unit. In addition, upon the establishment of the Corporate & Investment Banking Company, the Global
Corporate Company changed its name to become the Global Corporate & Investment Banking Company.
In the following section, the in-house companies and units are referred to by their respective neworganizational names. In addition, the descriptions regarding the investment banking functions of the Global
Products Unit are included in the subsection entitled Corporate & Investment Banking Company (which has
integrated such functions).
Retail & Business Banking Company
The Retail & Business Banking Company is responsible for customer segments consisting of individual
customers, SMEs and middle-market corporations, and engages in consulting services that integrate banking,trust banking, securities and other functions within the Mizuho group, as well as providing convenient financial
services by leveraging advanced technologies and forming alliances with other companies.
For individual customers, the Retail & Business Banking Company will strive to improve our capacity toprovide consulting services, including on asset management and asset succession, while working on thedevelopment and provision of convenient services by leveraging advanced technologies and forming allianceswith other companies and institutions.
As a reliable partner in an era of lengthening lifespans, we support customers who have concerns about theirlong term plans, and in addition to the consulting services that combine banking, trust banking and securities
functions, we offer our customers asset formation support that utilizes advanced technologies, such as
AI-powered asset management advisory services and asset management support utilizing remote channels, etc.
Accordingly, in addition to strengthening our efforts related to NISA, a tax-exempt program for small
investments, and iDeCo, an individual-type defined contribution pension plan, we will strengthen financial
education through seminars.
Furthermore, to support smooth asset succession, we provide products and services that utilize our trust
functions such as Multifunctional Safety Trust and will trusts, and inheritance arrangement services.
With respect to the loan business, we have expanded our line of housing loan and card loan products andoffer various products and services in response to each customer’s life stage, including products that meet adiverse range of needs, internet-based services and the development of a new business model that utilizes
advanced technology.
We also provide products and services to officers and employees of our corporate clients, such as opening
accounts for payroll, providing housing loans, management of retirement payments, etc.
In addition, in an effort to increase customer convenience, we have enhanced the efficiency of our branch
and ATM network throughout Japan. As part of these efforts, we pushed for banking, trust banking and securities
services to be provided at the same location, including by setting up Mizuho Securities’ “Planet Booths” andMizuho Trust & Banking’s “Trust Lounges” in the branches and offices of Mizuho Bank.
Moreover, with the aim of constructing a convenient and efficient channel network that responds to changes
in customer needs, we are promoting the next generation of branches and offices which serve as consulting
spaces along with a reduction of the number of branches and offices through reorganization and consolidation.
We have also made efforts to enhance customer convenience. For example, we are engaging in collaboration
with other companies and are utilizing advanced technologies to offer new financial and other services and toenhance the quality of our internet and smart phone services, in light of changing customer needs due to ongoingdigitalization.
33

In the fiscal year ended March 31, 2023, we concluded a strategic capital and business alliance between
Mizuho Securities and Rakuten Securities Holdings in order to jointly realize a “fully-fledged hybrid
comprehensive asset management consulting service that meets the needs of all individual customers,” and in thedigital domain, we invested in Kredivo Holdings Ltd., an Indonesian digital finance company. On the other hand,
we decided to cancel the project to establish LINE Bank due to, among other reasons, changes in social andeconomic environments, and decided to integrate J. Score and LINE Credit to consolidate corporate resources.
Further, we undertake business related to lottery tickets, such as the sales of lottery tickets issued by
prefectures and ordinance-designated cities.
For small- and medium-sized enterprises and middle-market firms, the Retail & Business Banking Company
provides solutions with respect to both types of needs: management issues such as business development, and thepersonal issues of customers who are business owners, such as asset inheritance and management, etc.
In response to increasing customer needs related to their growth strategy or business succession in an
unclear business environment, we offer multi-layered solutions in response to the various development stages ofour customers’ businesses through the combined strength of our entire group, including banking, trust banking
and securities, based on a customer-focused approach.
Specifically, we offer syndicated loans, advisory services related to overseas expansions, mergers andacquisitions-related services, and business matching services, depending on the customers’ business strategies, inaddition to brokering financial products and expanding the customer base for our trustee business for defined
contribution pension plans, combining financial services and advanced advisory services.
Furthermore, due to the aging of Japanese business owners, business succession and asset inheritance has
become a matter of urgency. Using our succession and property know-how, we actively offer solutions for
optimal and smooth business succession and asset inheritance, including the inheritance of business ownershipand corporate stock as well as corporate reorganization, addressing both individual and corporate needs.
Moreover, we leverage our existing customer base to support the growth of innovative companies that show
future promise by means of finance and other solutions.
In light of structural changes in customer needs against the backdrop of further progress in digitalization, an
aging society with a low birthrate and other factors, we aim to enhance the efficiency of sales channels, including
physical storefronts, and expand new business areas to realize the wants and desires of individual customers aswell as the sustainable growth of corporate customers.
In order to achieve this goal, we intend to take advantage of our broad customer base, trustworthiness anddependability, as well as our consulting capabilities. At the same time, we intend to collaborate openly with thoseboth inside and outside the Mizuho group to provide new value incorporating both financial and non-financial
products and services, as a partner for individual customers’ life plans and corporate customers’ growth strategies
and business succession.
Corporate & Investment Banking Company
The Corporate & Investment Banking Company is responsible for customer segments consisting of large
corporations, financial institutions and public-sector entities in Japan, and provides custom-designed solutions foreach client on a group-wide basis to meet their needs for both financial or non-financial products and services
through investment banking product functions, such as M&A and businesses related to real estate.
For large corporate customers, based on our solid customer relationships and utilizing our global industry
knowledge, we do not only provide financing, but also group-wide financial solutions such as fund management,34underwriting of equity and bonds, M&A advisory and risk hedging products, etc., on a global basis to meet theirneeds in fund-raising, investment, management and financial strategies.
Mizuho Bank and Mizuho Securities have introduced a dual-hat structure in Japan. Through inter-sectoral
group collaboration, they provide our customers with solutions tailored to their capital management, businessstrategy and financial strategy.
Mizuho Bank and Mizuho Trust & Banking together provide solutions related to real estate, where we havea leading track record in the industry in Japan. They also work together in the areas of pensions, asset
securitization, securities management, stock transfer agent matters, consulting matters, etc., in response to ourcustomers’ diversified needs.
For financial institutions, we offer advisory services and solutions, such as advice on financial strategy andproposals on various investment products, by concentrating our diverse financial expertise from each groupcompany to meet the increasingly sophisticated and diversified needs of customers.
For public sector customers, as a leading bank with a wealth of experience and a solid track record, we
provide optimal financial services group-wide that include funding support as a trustee and underwriter of publicbonds, and services as a designated financial institution. In addition, in the field of revitalizing rural regions inJapan, an important matter to the Japanese economy, we engage in Public Private Partnerships/Private FinanceInitiatives (PPP and PFI) projects in collaboration with regional financial institutions, national and regional
government entities and their affiliates.
We will build new relationships with customers and endeavor to realize value co-creation and co-prosperity
based on changes in customer needs in response to changes in social and industrial structures. To that end, weplan to enhance our risk management services for our customers through products and services such asmezzanine investment and debt financing including preferred shares and subordinated loans.
The environment that our customers are facing is changing rapidly due to such factors as the progress ofindustry transformation and society’s heightened interest in sustainability, as well as intensified geopoliticalrisks. Under such circumstances, we strive to become a value co-creation partner for our customers in order tohelp them achieve sustainable growth by providing solutions with in-depth industry- and product-specificknowledge through the combined strength of our banking, trust banking, securities, and research and technology
functions.
Global Corporate & Investment Banking Company
The Global Corporate & Investment Banking Company is responsible for customer segments consisting ofboth Japanese companies operating outside Japan and non-Japanese companies, and provides various solutions
by taking advantage of our deep understanding of our clients’ businesses and our strengths in corporate financeand transaction banking, such as lending and corporate bond underwriting.
For our Japanese corporate customers, we provide integrated support both in and outside Japan to help them
expand their overseas operations. We offer highly specialized services that use our advanced financial
technologies and expertise. Particularly in Asia, we support Japanese corporate customers developing newmarkets by offering advisory and other services.
In addition, through our Global 300 Strategy, which involves focusing on a group of approximately 300
blue-chip non-Japanese companies, we are expanding business with non-Japanese corporate customers. We aim
to provide LCM/DCM financing and financial solutions to global companies developing business in Asia, by
utilizing our high presence in the U.S. capital markets and network in Asian economic regions that have been
growing rapidly.
35

Meanwhile, we are enhancing our channels with customers in order to strengthen the framework to support
their business outside Japan. We are forming business alliances with local financial institutions and governmentaffiliated institutions to provide up-to-date local information to our customers. We are also enhancing our service
framework to address the diverse business needs of customers. We will aim to build long-term relationships withcustomers by utilizing business, financial and ESG consulting and our close relationships with the top
management of corporate customers based on our know-how and insight regarding each country and industry
sector.
In anticipation of future growth constraints, such as the phased implementation of Basel regulations and ourforeign currency funding capabilities, we will continue our initiatives such as improving our profitability bystrengthening current business bases and diversifying our product lineup, the reforming of cost structure andadjusting of our business portfolio through selection and concentration.
Global Markets Company
The Global Markets Company is responsible for market-related businesses, engages in sales and trading
services for a wide range of customers, from individuals to institutional investors, by offering market products tomeet their risk hedging and asset management needs, and also conducts ALM and investment business, including
stable capital raising and balance sheet management as well as management of fixed income, equity and othersecurities portfolios.
To become a top-class Asian player in the global markets, our basic strategy is to enhance our presence inthe market so that we can develop the most suitable products and organizational structure based on arisingcustomer needs.
With respect to the sales and trading business, we have continued to promote the integration of banking andsecurities functions in our branches in the United States and Europe and expand the product lineup in order todiversity our revenue base.
Against the backdrop of the mitigated restrictions of the firewall regulation in Japan, we will further deepen
the integration of banking and securities functions in Japan, and will continue to accelerate the integration in theother parts of Asia. We aim to further enhance our presence by providing solutions more effectively andimproving our trading capabilities through consolidating global risks and setting up electronic trading platforms
to meet our customers’ diversified needs.
With respect to our ALM and investment business, amidst global accelerating inflation and a volatile market
environment, through utilizing methodologies including our advanced early warning control, meticulous market
analysis and abundant hedging methodologies, we adjust our asset allocation with flexibility to achieve a balance
between realized profits and unrealized profits. With respect to ALM, in the face of global monetary tightening
led by the US, through flexible balance sheet management and stable fund raising that takes into account changes
in the foreign currency deposit-loan ratio, we are supporting our customers’ global businesses. We strive forstable and efficient operations on a global basis to contribute to the well-being of the overall businessperformance of the Mizuho group.
Moreover, we are promoting sustainability in various functions of sales and trading, investment and fundraising businesses.
In addition, we have been working on maintaining and strengthening our competitiveness by enhancing our
infrastructure, including next-generation trading rooms in anticipation of technological progress and our market
system based on strategic management resource allocation and cost reduction, and by further strengthening thedigital literacy of employees for market business and developing personnel with highly specialized knowledge.

36

We aim to realize a stable earnings structure in ALM and the investment business and to improve sales andtrading services with clearly defined focus areas which enable us to draw on diverse intermediary functions
through the market and create diverse value for our customers.
In order to achieve this goal, as a partner with expert knowledge of market mechanisms that has insight into
markets, we will aim to enhance our asset allocation and product lineup and aim to establish a stable profit base.
At the same time, we will strive to provide appropriate investment opportunities to investors with different risk
appetites.
Asset Management Company
The Asset Management Company is responsible for businesses related to asset management, and provides
products and services that meet the asset management needs of our wide range of customers, from individuals to
institutional investors, through the collaboration between the group’s banking, trust banking and securities
functions as well as Asset Management One Co., Ltd.
For individual customers, we offer investment products that contribute to their medium- to long-term asset
formation in order to meet their various needs.
For institutional investors such as pension funds, we make our asset management capabilities moresophisticated and offer comprehensive solution services to meet their diversified and sophisticated asset
management needs.
We offer our customers investment products that are best suited to them by strengthening our asset
management capabilities in collaboration with our group companies and affiliates such as the New Yorksubsidiary and other foreign subsidiaries of Asset Management One that are established for diversified global
investments; Asset Management One Alternative Investments, Ltd. located in Tokyo, that selects and offers
hedge funds, and Matthews Asia, an independent, privately owned firm and the largest dedicated Asia investment
specialist in the United States.
In addition, in various product fields, we are focusing on developing and offering products throughcollaboration with BlackRock, Inc. and Partner Group AG.
By providing these solutions, addressing ESG issues through engagement in responsible investment, andseeking efficiency and innovativeness through transformation and operating process reforms, we aim tocontribute to the revitalization of financial assets in Japan and realize the medium- to long-term growth of ourasset management business.
Global Transaction Banking Unit
The Global Transaction Banking Unit is in charge of providing transaction banking solution services tocustomers in a wide range of segments, including corporate clients and investors. In April 2023, the transaction
banking functions of the Global Products Unit were separated and became the Global Transaction Banking Unit
for purposes such as developing a stable settlement infrastructure from a medium- to long-term perspective,
producing solutions integrated on a global level and enhancing our planning functions for our next-generation
settlement infrastructure strategy. We aim to respond to customer needs that are becoming sophisticated anddiverse by drawing on our high level of expertise in each area, including domestic and foreign payments, cash
management and trade finance.
In the transaction business, we provide various solutions in accordance with customer needs and thecharacter of their business as follows:•

For our corporate customers, we offer various financial services and products such as online banking,cash management solutions, domestic/foreign currency transaction services and trade finance on a
global basis.
37

•For financial institutions and institutional investors, we promote custody, global custody and yen
correspondence settlement and asset management.

•

In addition, we are further expanding our range of services in collaboration with our group companies
and leveraging the latest technological innovations.

Furthermore, we will closely collaborate with offices in Japan and around the world to respond withflexibility on a global basis to a diverse range of needs of our customers, especially for cash management,
settlements and other transaction banking services. In addition, we are working to provide solutions from a longterm perspective by capturing market trends in various business areas such as enhancement of business
functionalities in light of the progress in digital transformation while maintaining our role as a stable settlement
platform.
Research & Consulting Unit
The Research & Consulting Unit offers a wide variety of solutions with research functions that provide deep
analysis, spanning from industrial to macroeconomic analysis and consulting functions that cover many fields,from specialized areas such as the environment to business strategies.
In the research field, we conduct deep investigations and wide-ranging analyses from macro-economics toindustry and corporate trends, and link research and business origination functions.
In the consulting field, we also offer a wide range of functions to help solve various issues that companies
face, including those regarding management, HR planning, digital transformation strategy, environment &energy and the creation of new businesses, as well as social issues within the public sector, including
infrastructure and health care.
In addition to the acceleration of digitalization, the rapid and irreversible development of sustainability
trends, such as decarbonization, resource circulation and human rights have been further diversifying ourcustomers’ needs. By taking initiatives such as enhancing the sophistication of research and expansion of
consulting functions and by utilizing our industry, economic and social expertise, including those in relation tosustainability and digitalization, which will be the source of our enhanced competitiveness, we intend to provide
advanced and progressive value for helping address the issues of our customers and of society.
Competition
We engage in banking, trust banking, securities and other businesses related to financial services and facestrong competition in all of those areas of businesses. See “Item 3.D. Key Information—Risk Factors—
Intensification of competition in the market for financial services could have an adverse effect on us.” as well.
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
banks.

•

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,
Development Bank of Japan and Japan Bank for International Cooperation.
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•Non-bank finance companies: These include credit card issuers, installment shopping credit companies,
leasing companies and other non-bank finance companies.

•

Asset management companies.

•

Other financial service providers, such as those that utilize “FinTech.”

In global markets, we face competition with other commercial banks and other financial institutions,particularly major global banks and the leading local 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 (the following numbers are
based on information published by the Financial Services Agency, available as of June 16, 2023): (i) ordinarybanks, of which there were 121, not including foreign commercial banks with banking operations in Japan; and(ii) trust banks, of which there were 13, including Japanese subsidiaries of foreign financial institutions andsubsidiaries of Japanese financial institutions.
Ordinary banks consist mainly of city banks and regional banks. City banks include the three largest banks
in Japan (the “Mega-banks”), including Mizuho Bank. They are based in large cities and operate on a nationwide scale through networks of branch offices. The Mega-banks provide a wide range of operations, including
retail banking, small and medium-sized enterprise banking, large corporate banking, international operations andinvestment banking. Regional banks are mostly based in one of the prefectures of Japan and are generally muchsmaller in terms of total assets than city banks. In recent years, as a consequence of changes in the businessenvironment, the number of regional banks that integrate their businesses with other regional banks based inother prefectures has been increasing. Customers of regional banks are mainly local retail customers, regional
enterprises and local public utilities. In addition to these types of banks, new retail-oriented banks have emergedin recent years, including Internet banks and banks specializing in placing their ATMs in convenience stores andsupermarkets without maintaining a branch network.
In addition to banking business, trust banks, including Mizuho Trust & Banking, are engaged in trust
services, such as money trust, pension trust and investment trust services, as well as real estate and testamentary
trust services.
Based on information published by the Financial Services Agency, available as of June 16, 2023, there were
56 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 theiroverseas head offices or other branches.
A number of government financial institutions, organized in order to supplement the activities of privatebanking institutions, have been in the process of business and organizational restructuring in recent years. In
October 2008, some of the government financial institutions were consolidated to form Japan FinanceCorporation, which mainly provides financing for small and medium-sized enterprises and those engaged inagriculture, forestry and fishery, and also provides export financing for Japanese corporations. In October 2008,
Development Bank of Japan, which mainly engages in corporate financing, and Shoko Chukin Bank, whichmainly engages in financing for small and medium-sized enterprises, were transformed into joint stock
corporations. Subsequently, in June 2023, the law to partially amend the Shoko Chukin Bank Limited Act was
passed by the Diet. According to this law, the Japanese government will endeavor to dispose of all of its
ownership in Shoko Chukin Bank as soon as possible within a period of two years from the date of promulgation,
and after such disposal is completed, a decision will be made on whether to implement full privatization, taking
into account various circumstances.

39

In April 2012, Japan Bank for International Cooperation, which provides policy-based finance with themission of contributing to the sound development of Japan and the international economy and society, was spunoff from Japan Finance Corporation and was established as a joint stock corporation wholly owned by theJapanese government.
Another government financial institution, Japan Housing Finance Agency, supports the housing loanbusiness of private financial institutions through securitization of such loans.
A distinctive element of the Japanese banking system is the role of postal savings. Postal savings deposits
are gathered through the network of governmental post offices scattered throughout Japan, and their balance of
deposits totaled over 200 trillion yen in the past. Since the beginning of the 2000s, the governmental postal
business has been in the phased process of organizational restructuring. In 2003, the governmental postal
business was transferred to Japan Post, a government-owned entity established in the same year, and in 2007,
Japan Post was transformed into a government-owned joint stock corporation holding four operating companies
including Japan Post Bank Co., Ltd., which currently operates as an ordinary bank. In November 2015, the sharesof the three main companies of the Japan Post group were listed on the Tokyo Stock Exchange, with Japan Post
Holdings Co., Ltd. (“JPH”) disposing of approximately 11% of its ownership in the two subsidiaries, Japan Post
Bank Co., Ltd. and Japan Post Insurance Co., Ltd., while the Japanese government disposed of approximately
11% of its ownership in JPH. The Japanese government has continued to dispose of its ownership in JPH andowned approximately 34% of its shares as of September 30, 2022, the lower limit prescribed by law. JPH aims todispose of the shares of the above-mentioned two subsidiaries to lower the holding ratio to 50% or less as earlyas possible by March 2026, and had reduced its holding ratio of the shares of Japan Post Insurance Co., Ltd. toless than 50% by June 2021. In addition, in March 2023, JPH also partially disposed of its ownership in Japan
Post Bank Co., Ltd. and reduced its holding ratio of the shares (excluding treasury shares owned by Japan Post
Bank Co., Ltd.) to 61% after the disposal.
In April 2019, the maximum deposit amount that Japan Post Bank Co., Ltd. may accept increased from13 million yen in aggregate for ordinary deposits and time deposits to a total of 26 million yen, 13 million yen
each for ordinary deposits and time deposits.
In recent years, as a result of technological advances in the digital field called “FinTech,” entry fromdifferent industries into areas considered to be the inherent business of financial institutions such as settlement
services has been increasing.
In the Japanese securities market, a large number of registered entities, including Mizuho Securities, areengaged in securities businesses, such as sales and underwriting of securities, investment advisory andinvestment management services. As deregulation of the securities market progressed, several of the country’s
banking groups have entered into this market through their subsidiaries. In addition, foreign financial institutions
have been active in this market.
Supervision and Regulation
Japan
Pursuant to the Banking Act (Ginkou Hou) (Act 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.
40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 Act, 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 failure to meet the minimum capital adequacy ratio or the minimum leverage ratio of banks, bank holding
companies, their subsidiaries and companies having special relationships prescribed by the cabinet order. See“Capital Adequacy” and “Leverage Ratio” below. These actions include requiring a financial institution toformulate and implement reform measures, requiring it to reduce assets or take other specific actions and issuingan order to suspend all or part of its business operations.
In addition, under the capital distribution constraints system introduced in March 2016, the Financial
Services Agency, acting on behalf of the Prime Minister, may order a bank holding company or bank to submit
and carry out a capital distribution constraints plan in the case of failure to meet the minimum capital buffer ratioor the minimum leverage buffer ratio. See “Capital Adequacy” and “Leverage Ratio” below. The capital
distribution constraints plan is required to be considered reasonable to restore the capital buffer ratio or theleverage buffer ratio, and include restrictions on capital distributions, such as dividends, share buybacks andbonuses payments, up to a certain amount as determined depending on the level of the capital buffer.
Furthermore, under the Japanese TLAC regulations introduced in March 2019, the Financial Services
Agency, acting on behalf of the Prime Minister, may order the bank holding company of a G-SIB in Japan
designated as the domestic resolution entity of such G-SIB to submit reports related to improvement of TLAC or
may issue a business improvement order to such domestic resolution entity if the external TLAC ratio of thedomestic resolution entity or the internal TLAC amount of its material subsidiaries in Japan fall below theminimum requirements. See “Total Loss Absorbing Capacity” below.
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 rediscount 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.
Examination of Banks
The Banking Act 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.
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The inspection of banks had been performed pursuant to a Financial Inspection Manual published by the
Financial Services Agency. However, in December 2017, in order to upgrade the quality of its supervisory
activities, to strengthen Japan’s financial infrastructure, and to enable the Japanese economy to realize its fullpotential, the Financial Services Agency embarked on the review of the supervisory approaches. The Financial
Services Agency announced the “JFSA’s supervisory approaches—Replacing checklists with engagement” inJune 2018, and is committed to continuous improvement of the supervisory approaches through dialogue withfinancial institutions, etc. by using theme-specific reports, etc. Based on this, in December 2019, the Financial
Services Agency repealed the Financial Inspection Manual, including the appendix that was referred to for selfassessment and determining the write-off and allowance.
In addition to individual financial institutions, the Financial Services Agency also supervises financialgroups as a whole based on its Guidelines.
The Bank of Japan also conducts examinations of banks. The examinations are normally conducted once
every few years, and involve such matters as examining asset quality, risk management and reliability ofoperations. Through these examinations, the Bank of Japan seeks to identify problems at an early stage and givecorrective guidance where necessary.
In March 2021, the Financial Services Agency and the Bank of Japan released the “Initiatives forstrengthening the cooperation between the Financial Services Agency and the Bank of Japan,” which aims toincrease efficiency and reduce the burden on financial institutions without compromising the comprehensivenessof the regulation. To achieve this, the two institutions would strengthen cooperation among their regulation
schemes including the inspections and supervision by the Financial Services Agency, as well as the on-site
inspections and off-site monitoring conducted by the Bank of Japan.
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 Act of Japan(Kinyu Shouhin Torihiki Hou) (Act No. 25 of 1948, as amended).
Examination and Reporting Applicable to Shareholders
Under the Banking Act, 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 Act, 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 subsequentchange of 1% or more in any previously reported holding or any change in material matters set forth in reports
previously filed, with some exceptions.
Deposit Insurance System
Under the Deposit Insurance Act (Yokin Hoken Hou) (Act 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.
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The Deposit Insurance Corporation receives annual insurance premiums from insured banks. The effective
premium rate from April 2023, which is the weighted average of the rates for deposits that bear no interest, areredeemable upon demand and are used by depositors primarily for payment and settlement purposes, and forother deposits, is 0.015%.
The insurance money may be paid out in case of a suspension of deposit repayments, banking license
revocation, dissolution or bankruptcy of the bank. Pay outs are generally limited to a maximum of ¥10 million ofprincipal 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 Bank),
regional banks, trust banks (including Mizuho Trust & Banking), credit associations and co-operatives, laborbanks and other financial institutions.
Governmental Measures to Treat Troubled Institutions
Under the Deposit Insurance Act, 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 and dispose of the assetsof the bank 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 to assist another financial institution with succeeding the failed bank’s businessmay take the form of a monetary grant, loan or deposit of funds, purchase of assets, guarantee or assumption ofdebts, subscription of preferred stock or subordinated bonds, lending of subordinated loans, or loss sharing.
Where the Prime Minister recognizes that the failure of a bank which falls into any of (i) through (iii) below
may cause an extremely grave problem in maintaining the financial order in Japan or the region where such bankis operating (“systemic risk”), without taking any of the measures described in (i) through (iii) below, the Prime
Minister may confirm (nintei) to take any of the following measures, after the deliberation at the Financial Crisis
Management Meeting: (i) if the bank does not fall under either of the banks described in (ii) or (iii), the Deposit
Insurance Corporation may subscribe for shares or subordinated bonds of, or lend subordinated loans to the bank,or subscribe for shares of the bank holding company of the bank, in order to enhance capital adequacy of thebank (item 1 measures (dai ichigo sochi)); (ii) if the bank is likely to suspend or has suspended repayment ofdeposits or is unable to fully perform its obligations with its assets, financial aid exceeding the pay-off cost may
be available to such bank (item 2 measures (dai nigo sochi)); and (iii) if the bank is likely to suspend or hassuspended repayment of deposits and is unable to fully perform its obligations with its assets, and the systemicrisk cannot be avoided by the measure mentioned in (ii) above, the Deposit Insurance Corporation may acquire
all of the bank’s shares (item 3 measures (dai sango sochi)). The expenses for implementation of the abovemeasures will be borne by the bank industry, with an exception under which the Government of Japan may
provide partial subsidies for such expenses.
New orderly and effective resolution regimes for financial institutions have been discussed internationallyand “Key Attributes of Effective Resolution Regimes for Financial Institutions” was published by the Financial
Stability Board in November 2011 and endorsed by the G20 leaders at the Cannes summit held in November
2011. Reflecting this global trend, pursuant to certain amendments to the Deposit Insurance Act that were
promulgated in June 2013 and became effective on March 6, 2014, a new resolution regime was introduced inJapan.

43

Under the new resolution regime stipulated in the amendments to the Deposit Insurance Act andimplementing ordinances thereunder, which became effective on March 6, 2014, financial institutions includingbanks, insurance companies and securities companies and their holding companies, are subject to the regime.
Further, under the new resolution regime, among other things, where the Prime Minister recognizes that the
failure of a financial institution which falls under either (a) or (b) below may cause significant disruption in thefinancial markets or other financial systems in Japan without taking any of the measures described in (a)(specified item 1 measures)(tokutei dai ichigo sochi) stipulated in Article 126-2, Paragraph 1, Item 1 of the
Deposit Insurance Act or the measures described in (b) (specified item 2 measures)(tokutei dai nigo sochi)
stipulated in Article 126-2, Paragraph 1, Item 2 of the Deposit Insurance Act, the Prime Minister may confirm(specified confirmation)(tokutei nintei) to take any of the following measures, after the deliberation at the
Financial Crisis Management Meeting; (a) if the financial institution does not fall under a financial institution
which is unable to fully perform its obligations with its assets, the Deposit Insurance Corporation shall supervise
the operation of the business of and the management and disposal of assets of that financial institution (tokubetsu
kanshi), and may provide it with loans or guarantees necessary to avoid the risk of significant disruption in thefinancial systems in Japan (shikin no kashitsuke tou), or subscribe for shares or subordinated bonds of, or lendsubordinated loans to the financial institutions (tokutei kabushiki tou no hikiuke tou) , in each case to be taken asnecessary taking into consideration of the financial conditions of the financial institution; and (b) if the financial
institution is or is likely to be unable to fully perform its obligations with its assets or has suspended or is likely
to suspend repayment of its obligations, the Deposit Insurance Corporation shall supervise that financial
institution (tokubetsu kanshi), and may provide financial aid necessary to assist merger, business transfer,
corporate split or other reorganization in respect to such failed financial institution (tokutei shikin enjo). The
expenses for implementation of the measures under this regime will be borne by the financial industry, with an
exception under which the Government of Japan may provide partial subsidies for such expenses. If a measure
set out in (b) above is determined to be taken with respect to a financial institution, the Prime Minister may orderthat the financial institution’s operation and assets be under the special control (tokutei kanri) of the Deposit
Insurance Corporation. The business or liabilities of the financial institution subject to the special supervision(tokubetsu kanshi) or special control (tokutei kanri) by the Deposit Insurance Corporation as set forth above may
also be transferred to a “bridge bank” established by the Deposit Insurance Corporation for the purpose of thetemporary maintenance and continuation of operations of, or repayment of the liabilities of, such financial
institutions, and the bridge bank will seek to transfer the bank’s business or liabilities to another financial
institution or dissolve the bank. The financial aid provided by the Deposit Insurance Corporation to assist merger,
business transfer, corporate split or other reorganization in respect to the financial institution set out in (b) above
may take the form of a monetary grant, loan or deposit of funds, purchase of assets, guarantee or assumption ofdebts, subscription of preferred stock or subordinated bonds, lending of subordinated loan, or loss sharing.
If the Deposit Insurance Corporation has provided such financial assistance, the Prime Minister may
designate the movable assets and claims of the failed financial institution as not subject to attachment under
Article 126-16 of the Deposit Insurance Act, and such merger, business transfer, corporate split or otherreorganization may be conducted outside of the court-administrated insolvency proceedings.
If the financial institution subject to the special supervision or the special control by the Deposit Insurance
Corporation as set forth above is or is likely to be unable to fully perform its obligations with its assets or hassuspended or is likely to suspend repayment of its obligations, the financial institution may transfer all or amaterial portion of its business or all or a portion of shares of its subsidiaries or implement corporate split orcertain other corporate actions with court permission in lieu of any shareholder resolutions under Article 126-13of the Deposit Insurance Act. In addition, the Deposit Insurance Corporation must request other financial
institution creditors of the failed financial institution to refrain from exercising their rights against the failed
financial institution until measures necessary to avoid the risk of significant disruption to the financial system inJapan have been taken, if it is recognized that such exercise of their rights is likely to make it difficult to conduct
an orderly resolution of the failed financial institution.

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According to the announcement made by the Financial Services Agency in March 2014, (i) Additional Tier
1 instruments and Tier 2 instruments under Basel III issued by a bank must be written down or converted into
common shares when the Prime Minister confirms that item 2 measures (dai nigo sochi), item 3 measures (daisango sochi) or specified item 2 measures (tokutei dai nigo sochi) need to be applied to the bank, and(ii) Additional Tier 1 instruments and Tier 2 instruments under Basel III issued by a bank holding company must
be written down or converted into common shares when the Prime Minister confirms that specified item 2
measures (tokutei dai nigo sochi) need to be applied to the bank holding company.
Further, under a possible model of Single Point of Entry (“SPE”) resolution described in the Japanese TLAC
regulations published by the Financial Services Agency in March 2019, if the Financial Services Agency
determines that a material subsidiary in Japan of a Japanese financial institution that is a G-SIB is non-viable due
to material deterioration of its financial condition after recognizing that it is or is likely to be unable to fully
perform its obligations with its assets, or that it has suspended, or is likely to suspend, repayment of its
obligations, and issues an order concerning restoration of financial soundness, including recapitalization andrestoration of liquidity of such material subsidiary, to the resolution entity in Japan of such financial institution,
the material subsidiary’s internal TLAC instruments will be written off or, if applicable, converted into equity inaccordance with the applicable terms of such internal TLAC instruments. Following the write-off or conversionof internal TLAC instruments, if the Prime Minister recognizes that the resolution entity in Japan of the financial
institution is or is likely to be unable to fully perform its obligations with its assets, or that it has suspended or is
likely to suspend, repayment of its obligations, as a result of the resolution entity’s loans to, or other investment
in, its material subsidiaries that are designated by the Financial Services Agency as being systemically importantor that are subject to TLAC requirements or similar requirements imposed by a relevant foreign authority,
becoming subject to loss absorption or otherwise, and further recognizes that the failure of such resolution entity
is likely to cause a significant disruption to the Japanese financial market or system, the Prime Minister may,following deliberation by the Financial Crisis Management Meeting, confirm that specified item 2 measures(tokutei dai nigo sochi) need to be applied to the resolution entity for its orderly resolution.
Recovery and Resolution Plan
In November 2022, the Financial Stability Board published the latest list of G-SIBs. The list is annually
updated by the Financial Stability Board in each November, and the list as of November 2022 continues toinclude us. A recovery and resolution plan must be put in place for each G-SIB and be regularly reviewed andupdated. In Japan, under the Comprehensive Guidelines for Supervision of Major Banks, etc., as part of crisis
management, financial institutions identified as G-SIBs must prepare and submit a recovery plan, which includes
the triggers to implement the recovery plan and an analysis of recovery options, to the Financial Services
Agency, and the Financial Services Agency must prepare a resolution plan for each G-SIB.
Capital Injection by the Government
The Strengthening Financial Functions Act (Kinyu Kinou no Kyouka no tame no Tokubetsu Sochi ni
kansuru Houritsu) (Act 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 Act took effect. These
amendments relaxed certain requirements for public money injection into Japanese banks, 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 the extension of loans or other forms of credit to small andmedium-sized enterprises in order to revitalize local economies. In response to the Great East Japan Earthquake,the law was amended in June 2011 to extend the period for application to March 31, 2017 and to include special
exceptions for disaster-affected financial institutions. In 2016, the law was further amended to extend the period
for application to March 31, 2022. Furthermore, in order to strengthen business bases of financial institutions by45

addressing the effects resulting from COVID-19 and preventive measures against the coronavirus pandemic, thelaw was amended in June 2020 to extend the period for application to March 31, 2026 and special exceptions
were established for financial institutions that need to improve their capital adequacy due to the adverse effects
of COVID-19. None of the financial institutions within the Mizuho group are subject to such special exceptions.
In July 2021, certain amendments to the Strengthening Financial Functions Act became effective, which, in orderto sustain the financial functions for the revitalization of local economies in regions where the population isdecreasing, etc., established a grant scheme to support financial institutions that aim to drastically strengthen
their business foundation by mergers and other business integration. Application for the grant is open until
March 31, 2026.
Bank Holding Companies
Under the amendments to the Banking Act, which became effective from April 2017, a bank holding
company is required to administrate the businesses of the bank holding company group and is, in principle,
prohibited from carrying out businesses other than administrating such businesses and matters incidental to suchbusinesses; however, given prior approval of the Prime Minister, a bank holding company may carry out certain
operations common to its group companies so as to improve the efficiency of their operations. Business activities
for subsidiaries of bank holding companies are limited to finance-related businesses and incidental businesses.
The Anti-Monopoly Act (Shiteki Dokusen no Kinshi oyobi Kousei Torihiki no Kakuho ni kansuru Houritsu)(Act 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 to generalshareholding restrictions under the Anti-Monopoly Act. The Banking Act does, however, in principle, 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. Despite the foregoing shareholding restrictions, under theamendments to the Banking Act, which became effective from April 2017, bank holding companies and banks,with prior approval of the Prime Minister, can acquire and own voting rights of companies whose businesses
contribute or are expected to contribute to the increased sophistication of the banking business or theenhancement of customer convenience by utilizing information and communication technology (“advanced
banking service company”) that exceed the threshold of the voting rights described above. In November 2021,
certain amendments to the Banking Act became effective, under which the businesses that contribute to the
support and creation of sustainable societies, including revitalization of local economies, were added to thebusinesses of the advanced banking service company, and the standards for the permission applicable to certain
sector businesses were relaxed.
Financial Instruments and Exchange Act
The Financial Instruments and Exchange Act (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. In March 2023, the Cabinet approved the bill to amend the Financial
Instruments and Exchange Act, etc. If the bill is subsequently passed by the Diet without any amendments,
Mizuho Financial Group will be required to file a semiannual (instead of a quarterly) securities report with the
Director General of the Kanto Local Finance Bureau on and after April 1, 2024.
Under the Financial Instruments and Exchange Act, 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 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 oftransactional agreements.
46

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 Instruments andExchange Act.
Certain amendments to the Financial Instruments and Exchange Act and the Banking Act, which came into
effect in June, 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 expanded thetypes of business services that banks and certain other financial firms can provide. In June 2021, certain
amendments to the Cabinet Office Ordinance under the Financial Instruments and Exchange Act became
effective, which relaxed the firewall regulations to allow non-public information, etc. of foreign company
customers to be shared within a financial group. In addition, on June 22, 2022, certain amendments to the
Cabinet Office Ordinance under the Financial Instruments and Exchange Act became effective, which relaxed thefirewall regulations to allow non-public information, etc. of certain subject companies such as listed companies,
etc. to be shared within a financial group without consent of such companies, but required financial institutions toestablish measures to respond to a request from relevant companies for suspension of sharing of such non-public
information, etc. At the same time, financial institutions are required to strengthen the effectiveness of measures
to prevent market abuse.
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 Act of Sales of Financial
Products (Kinyu Shouhin no Hanbai tou ni kansuru Houritsu) (Act 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 professional investors or express their intent tothe contrary; and holding financial service providers liable for damages caused by a failure to follow thoserequirements. 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 as well as toendeavor to solicit customers in an appropriate manner and formulate and publicize a solicitation policy.
In November 2021, certain amendments to the law became effective, by which amendments the name of thelaw was changed to “the Act of Provision of Financial Services (Kinyu Sabisu no Teikyou ni kansuru Houritsu)”
and the “financial services intermediary business” was newly introduced thereunder. Under a single registration
for financial services intermediary business, registrants are able to provide intermediary services of each ofbanking, securities and insurance. Providers of financial services intermediary business are not required to belong
to a specific financial institution, but must comply with certain regulations to protect customers, including
limitations on the type of services that they may provide, prohibitions on the acceptance of assets of customers
and the lodging of a security deposit.
Self-Assessment and Reserves
Financial institutions are required to establish a self-assessment program that complies with related laws
such as the Financial Reconstruction Act (Kinyu Kinou no Saisei no tameno Kinkyu Sochi ni kansuru Houritsu)(Act No. 132 of 1998, as amended). Financial institutions are required to analyze their assets, giving due
consideration to accounting principles and other applicable rules, and to classify their assets into four categories
47

according to asset 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 account the likelihood of repayment and the risk of impairment to the value of the assets. The resultsof self-assessment should be reflected in the write-off and allowance according to the standard established byfinancial institutions pursuant to the guidelines issued by the Japanese Institute of Certified Public Accountants,
etc. 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.
Financial institutions are, in principle, required to determine probable losses by multiplying the amount ofclaims by the classification of obligors by probable loss ratio, and establish general reserves equivalent to suchprobable losses for normal obligors and watch obligors (including control obligors). For intensive control
obligors, substantially bankrupt obligors and bankrupt obligors, specific reserves corresponding to the amount of
bad debt of each obligor are required to be established.
In addition, in December 2019, the Financial Services Agency announced the “JFSA’s supervisory
approaches to lending business and loan loss provisioning,” which sets forth fundamental policies concerning
estimates that more accurately reflects recognized credit risks to establish reserves taking into account thelending policy of each bank and actual financial status of each obligor, using the aforementioned reserves
practice as a starting point.
Credit Limits
The Banking Act restricts the aggregate amount of exposure to any single customer or customer group forthe purposes of avoiding excessive concentration of credit risks and promoting the fair and extensive utilizationof bank credit. The limits applicable to a bank holding company and bank with respect to their aggregate
exposure to any single customer or customer group are established by the Banking Act and regulations
thereunder. The Banking Act and the related regulations were amended, which became effective from December
2014, to tighten the previous restrictions to meet international standards. As a result of these amendments, thecredit limit for a single customer or a customer group was set at 25% of the total qualifying capital, with certain
adjustments, of the bank holding company or bank and its subsidiaries and affiliates. In addition, in light of theBasel Committee on Banking Supervision’s final standard regarding the larger exposure framework published in
April 2014, further amendments to the cabinet order and related regulations under the Banking Act became
effective in April 2020, which tighten the credit limit for (i) a single customer or a customer group, applicable tobank holding companies and banks with international operations, to 25% of Tier 1 capital instead of the total
qualifying capital, and (ii) G-SIBs, applicable to Japanese G-SIBs such as us, to 15% of Tier 1 capital, andintroduced a look-through approach concerning credit to funds and securitized products, and require recognitionof the amount of exposures reduced by credit risk mitigation methods as exposures to credit risk mitigation
providers.
Restriction on Shareholdings
The Act Concerning Restriction on Shareholdings by Banks (Ginkou tou no Kabushiki tou no Hoyu no
Seigen tou ni kansuru Houritsu) (Act 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 Act Concerning48

Restriction on Shareholdings by Banks. The Banks’ Shareholdings Purchase Corporation is allowed to resumepurchases 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, 2022. The Banks’Shareholdings Purchase Corporation purchased ¥1,919.6 billion of shares during the period from March 12, 2009
through March 31, 2023. The Banks’ Shareholdings Purchase Corporation will dispose of the purchased sharesby March 31, 2032, the end of the duration of the Banks’ Shareholdings Purchase Corporation, by taking into
consideration the effects on the stock market. In November 2021, certain amendments to the Act Concerning
Restriction on Shareholdings by Banks became effective, under which the abovementioned ends of the purchaseperiod and the duration of the Banks’ Shareholdings Purchase Corporation were extended to March 31, 2026 andMarch 31, 2036, respectively.
The Bank of Japan also purchased ¥387.8 billion of shares held by banks and other financial institutions
during the period from February 23, 2009 through April 30, 2010. The Bank of Japan will dispose of thepurchased shares between April 2016 and March 31, 2026, by taking into consideration the effects on the stock
market.
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 andoff-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.
In December 2010, the Basel Committee on Banking Supervision issued its Basel III rules text, which builds
on the International Convergence of Capital Measurement and Capital Standards document (“Basel II”), tostrengthen the regulation, supervision, and risk management of the banking sector. Basel III text presents thedetails of global regulatory standards on bank capital adequacy and liquidity. The rules text sets out higher andbetter-quality capital, better risk coverage, the introduction of a leverage ratio as a backstop to the risk-based
requirement, measures to promote the build-up of capital that can be drawn down in periods of stress, and theintroduction of two global liquidity standards. For further information of the leverage ratio and the two global
liquidity standards, see “Leverage Ratio” and “Liquidity” below, respectively.
The Financial Services Agency’s revisions to its capital adequacy guidelines became effective fromMarch 31, 2013, which generally reflect rules in the Basel III text that have been applied from January 1, 2013.
Under the revised guidelines, the minimum capital adequacy ratio is 8% on both a consolidated andnon-consolidated basis for banks with international operations, such as Mizuho Bank and Mizuho Trust &Banking or on a consolidated basis for bank holding companies with international operations, such as Mizuho
Financial Group. Within the minimum capital adequacy ratio, the Common Equity Tier 1 capital requirement is
4.5% and the Tier 1 capital requirement is 6.0%.
Japanese banks with only domestic operations and bank holding companies the subsidiaries of which
operate only within Japan are subject to the revised capital adequacy guidelines that have been applied fromMarch 31, 2014, and those banks and bank holding companies are required to have a minimum Core Capital ratio
of 4%. However, those banks and bank holding companies that apply the internal rating based approach arerequired to have a minimum Common Equity Tier 1 ratio of 4.5% on both a consolidated and non-consolidated
basis, calculated on the assumption that the banks and bank holding companies are those with international
operations.
Under the revised capital adequacy guidelines based on the Basel III rules that have been applied to banks
and bank holding companies each with international operations from March 31, 2013, there are regulatory49

adjustments such as goodwill and other intangibles, deferred tax assets, investments in the capital of banking,financial and insurance entities etc. shall be deducted under certain conditions for the purpose of calculating
capital adequacy ratios, and the requirements of regulatory adjustments were enhanced under the revised capital
adequacy guidelines. For example, under the capital adequacy guidelines prior to the revision thereto under the
Basel III rules, the maximum amount of net deferred tax assets under Japanese GAAP that major Japanese banks,
including bank holding companies, could record without diminishing the amount of Tier 1 capital for purposes ofcalculating capital adequacy ratio was 20% of Tier 1 capital. Under the revised capital adequacy guidelines basedon the Basel III rules, deferred tax assets that arise from temporary differences will be recognized as part ofCommon Equity Tier 1 capital, with recognition capped at 10% of Common Equity Tier 1 capital under certain
conditions, while other deferred tax assets, such as those relating to net loss carryforwards, will be deducted infull from Common Equity Tier 1 capital net of deferred tax liabilities.
In November 2015, the Financial Services Agency published revised capital adequacy guidelines and related
ordinances to introduce the capital buffer requirements under the Basel III rules for Japanese banks and bankholding companies with international operations, which include the capital conservation buffer, thecountercyclical buffer and the additional loss absorbency requirements for G-SIBs and domestic systemicallyimportant banks (“D-SIBs”). These guidelines have become effective on March 31, 2016. The capitalconservation buffer, the countercyclical capital buffer and the additional loss absorption capacity requirement for
G-SIBs and D-SIBs must be met with Common Equity Tier 1 capital under the revised guidelines, and if suchbuffer requirements are not satisfied, a capital distribution constraints plan is required to be submitted to the
Financial Services Agency and carried out. The capital conservation buffer is 2.5% from March 2019. In
addition, subject to national discretion by the respective regulatory authorities, if the relevant national authority
judges a period of excess credit growth to be leading to the build-up of system-wide risk, a countercyclicalcapital buffer ranging from 0% to 2.5% would also be imposed on banking organizations. The countercyclicalcapital buffer is a weighted average of the buffers deployed across all the jurisdictions to which the banking
organization has credit exposures. Further, we were designated as both a G-SIB and D-SIB, and the additionalloss absorption capacity requirement applied to us was 1.0%. The additional loss absorption capacity requirement
was the same as that imposed by the Financial Stability Board, which is 1.0% from March 2019.
Under the capital adequacy guidelines, banks and bank holding companies each with international
operations are required to measure and apply capital charges with respect to their credit risk, market risk andoperational risk.
Under the guidelines, banks and bank holding companies have several choices for the methodologies tocalculate 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 Groupstarted to apply the AIRB approach for the calculation of credit risk from the fiscal year ended March 31, 2009
and also apply the AMA for the calculation of operational risk from September 30, 2009.
In December 2017, BCBS published the finalized Basel III reforms endorsed by the Group of Central Bank
Governors and Heads of Supervision. The finalized reforms complement the initial phase of Basel III reforms set
forth above, seek to restore credibility in the calculation of risk-weighted assets and improve the comparability ofbanks’ capital ratios. Such reforms include the following elements:•

a revised standardized approach for credit risk, which is designed to improve the robustness and risk
sensitivity of the existing approach;•revisions to the internal ratings-based approach for credit risk, where the use of the most advanced
internally modelled approaches for low-default portfolios will be limited;•

revisions to the credit valuation adjustment (CVA) framework, including the removal of the internallymodelled approach and the introduction of a revised standardized approach;•a revised standardized approach for operational risk, which will replace the existing standardized
approaches and the advanced measurement approaches;50•revisions to the capital floor, under which banks’ risk-weighted assets generated by internal models
must be no lower than 72.5% of the total risk-weighted assets as calculated using only the standardized
approaches under the revised Basel III framework; and•requirements to disclose their risk-weighted assets based on the standardized approaches.

In addition, under the finalized Basel III reforms, G-SIBs are required to meet a leverage ratio buffer, which
will take the form of a Tier 1 capital buffer set at 50% of the applicable G-SIB’s risk-weighted capital buffer, andvarious refinements are made to the definition of the leverage ratio exposure measure based on the text of theleverage ratio framework issued by the BCBS in January 2014.
In March 2020, the Basel Committee’s oversight body, the Group of Central Bank Governors and Heads ofSupervision (“GHOS”), announced a deferral of the implementation date of the finalized Basel III reforms by one
year to increase the operational capacity of banks and supervisors to respond to COVID-19. As a result, they
were scheduled to mainly take effect from January 1, 2023, and the revisions to the capital floor were scheduled
to be phased in from January 1, 2023, with the initial capital floor of 50%, and were scheduled to be fully
implemented at 72.5% from January 1, 2028. In March 2020, the Financial Services Agency announced adeferral of the date of implementation in Japan of the Basel III finalization framework by one year until
March 31, 2023. Furthermore, in April and November 2022, the Financial Services Agency publishedamendments to the regulatory notices regarding operational risk, credit risk, market risk and CVA risk under the
Basel III finalization framework, under which the implementation of the Basel III finalization framework was
further deferred in Japan by one year, based on the international situation and dialogue with stakeholders, suchthat in respect of the Japanese banks with international operations and Japanese banks with only domestic
operations that have been using internal model-based approaches for measuring risks, the implementation date
was delayed to March 31, 2024, except for banks that have notified the Financial Services Agency that they wish
to implement the Basel III finalization framework earlier.
For further information regarding capital adequacy, see “Item 5. Operating and Financial Review andProspects—Capital Adequacy—Regulatory Capital Requirements.”
Leverage Ratio
The leverage ratio framework is critical and complementary to the risk-based capital framework that will
help ensure broad and adequate capture of both on- and off-balance sheet sources of banks’ leverage. This
simple, non-risk-based measure will restrict the build-up of excessive leverage in the banking sector to avoid
destabilizing deleveraging processes that can damage the broader financial system and the economy.
Implementation of the leverage ratio requirements began with bank-level reporting to national supervisors of theleverage ratio and its components, and public disclosure is required from January 2015. Basel III’s leverage ratio
is defined as the “capital measure” (numerator) divided by the “exposure measure” (denominator) and isexpressed as a percentage. The capital measure is defined as Tier 1 capital, and the minimum leverage ratio isdefined as 3%. The Financial Services Agency applied the requirement from March 31, 2019 to meet theminimum leverage ratio for bank holding companies and banks with international operations.
The implementation of the leverage ratio requirements under the finalized definition of the leverage ratio
exposure measure and the leverage ratio buffer requirement for G-SIBs under the finalized Basel III reforms
were deferred for one year according to the deferral of Basel III implementation announced by GHOS describedabove. As a result, the leverage ratio requirements under the finalized definition of the leverage ratio exposure
measure were scheduled to take effect from January 1, 2023, and the leverage ratio buffer requirement for
G-SIBs took effect from January 1, 2023.
In July 2022, the Financial Services Agency published amendments to the regulatory notices regarding theleverage ratio requirements under the finalized definition of the leverage ratio exposure measure, and the51

leverage ratio buffer requirement for G-SIBs, under which, in Japan, (i) the leverage ratio regulations under the
finalized definition of the leverage ratio exposure measure will be implemented, simultaneously in conjunction
with the capital adequacy requirements under the Basel III finalization framework, from March 31, 2024, except
for financial institutions that implement the Basel III finalization framework earlier, and (ii) the leverage ratio
buffer requirement for G-SIBs took effect from March 31, 2023. In addition, in November 2022, the Financial
Services Agency published the revised ordinances regarding the leverage ratio buffer requirement for G-SIBs
under the finalized Basel III reforms with effect from March 2023, under which, if such buffer requirements are
not satisfied, a capital distribution constraints plan is required to be submitted to the Financial Services Agency
and carried out.
In June 2020, in coordination with the monetary policy of the Bank of Japan in response to the impact of
COVID-19, the Financial Services Agency amended the leverage ratio regulations, which introduced a temporary
measure to exclude amounts of deposits held at the Bank of Japan from the calculation of leverage ratio exposuredue to the uncertainty of the impact of COVID-19. The implementation period of such temporary measure has
been extended to the end of March 2024. In November 2022, the Financial Services Agency amended theleverage ratio regulations, with effect from April 2024, which will raise the minimum leverage ratio from 3% to3.15% and add 0.05% to the leverage ratio buffer requirement for G-SIBs, while continuing to exclude amountsof deposits held at the Bank of Japan from the calculation of the leverage ratio exposure, taking into accountexceptional macroeconomic conditions and other circumstances.
For further information regarding the leverage ratio, see “Item 5. Operating and Financial Review andProspects—Capital Adequacy—Regulatory Capital Requirements.”
Liquidity
There are two minimum standards for funding liquidity: LCR and NSFR (each as defined below).
The liquidity coverage ratio (“LCR”) is intended to promote resilience to potential liquidity disruptions overa thirty-day horizon and help ensure that global banks have sufficient, unencumbered, high-quality liquid assets(“HQLA”) to offset the net cash outflows, it could encounter under an acute short-term stress scenario. The
GHOS agreed on a revised LCR standard on January 6, 2013, and the BCBS issued the text of the revised LCR
standard on January 7, 2013. The LCR guidelines of the Financial Services Agency, which reflect the rules insuch text, have been applied to banks and bank holding companies with international operations from March 31,
2015. Under the LCR guidelines, LCR is defined as the ratio obtained by dividing the sum of the amounts of
HQLA by the amount of net cash outflows, each as defined in and calculated pursuant to such guidelines. In
accordance with the LCR standard under the LCR guidelines, the stock of unencumbered HQLA is to constitute“level 1” assets, which include cash, central bank reserves and certain marketable securities backed bysovereigns and central banks, and “Level 2” assets, which include certain government securities covered bonds,
corporate debt securities and, to a limited extent, lower-rated corporate bonds, residential mortgage-backed
securities and equities that meet certain conditions. “Level 2” assets are subject to certain haircuts based on typesof securities and credit ratings. The regulatory minimum requirement of LCR is 100% on both a consolidated andnon-consolidated basis for banks with international operations or on a consolidated basis for bank holding
companies with international operations. The BCBS issued final requirements for LCR-related disclosures on
January 12, 2014, and the LCR disclosure guidelines of the Financial Services Agency, which reflect suchrequirements, have been applied to banks and bank holding companies with international operations from
June 30, 2015. The LCR disclosure guidelines require such banks and bank holding companies to disclose their
LCR in common templates starting from information as of June 30, 2015.
The net stable funding ratio (“NSFR”) requires a minimum amount of stable sources of funding at a bankrelative to the liquidity profiles of the assets, as well as the potential for contingent liquidity needs arising from
off-balance sheet commitments, over a one-year horizon. The BCBS finalized the NSFR framework in October
2014. In March 2021, the Financial Services Agency published amendments to the regulatory notices and52

guidelines pertaining to liquidity ratio requirements under which the NSFR was introduced in Japan with effectfrom September 30, 2021. Under the NSFR guidelines, NSFR is defined as the ratio obtained by dividing the sumof the amounts of available stable funding by the amount of required stable funding, each as defined in andcalculated pursuant to such guidelines. The regulatory minimum requirement of NSFR is 100% on both aconsolidated and non-consolidated basis for banks with international operations or on a consolidated basis forbank holding companies with international operations. The BCBS issued final requirements for NSFR-related
disclosures on June 22, 2015, and the NSFR disclosure guidelines of the Financial Services Agency, whichreflect such requirements, have been applied to banks and bank holding companies with international operations
from September 30, 2021. The NSFR disclosure guidelines require such banks and bank holding companies todisclose their NSFR in common templates starting from September 30, 2021.
Total Loss Absorbing Capacity
Related to regulatory capital requirements, in November 2015, the FSB issued the final TLAC standard for
G-SIBs. The TLAC standard has been designed so that failing G-SIBs will have sufficient loss-absorbing andrecapitalization capacity available in resolution for authorities to implement an orderly resolution. G-SIBs will be
required to meet the TLAC requirement alongside the minimum regulatory requirements set out in the Basel III
framework.
Following the publication of the final TLAC standards for G-SIBs by the FSB, in April 2016, the Financial
Services Agency published an explanatory paper outlining its approach for the introduction of the TLAC
framework in Japan, and a revised version of this document was published in April 2018. In March 2019, theFinancial Services Agency published regulatory notices and related materials to implement the TLAC
requirements in Japan, which (i) was phased in from March 31, 2019 and has been fully applied from March 31,
2022 for Japanese G-SIBs, and (ii) has been phased in from March 31, 2021 and will be fully applied fromMarch 31, 2024 for a financial group designated as a D-SIB by the Financial Services Agency which is deemed
to be in particular need of a cross-border resolution arrangement and to be of particular systemic significance to
the Japanese financial system in the event of its failure (together with Japanese G-SIBs, the “Covered SIBs”).
According to the Financial Services Agency’s approach above, which is subject to change based on futureinternational discussions, the preferred resolution strategy for the Covered SIBs is SPE resolution, in which
resolution tools are applied to the ultimate holding company of a group by a single national resolution authority,
although the actual measures to be taken will be determined on a case-by-case basis considering the actual
condition of the relevant Covered SIB in crisis. To implement this SPE resolution strategy effectively, theFinancial Services Agency requires the ultimate holding company in Japan of the relevant Covered SIB
designated as the resolution entity in Japan of such Covered SIB by the Financial Services Agency (the“Domestic Resolution Entity”) to (i) meet the minimum external TLAC requirements, and (ii) cause theirmaterial subsidiaries or material sub-groups that are designated as systemically important by the Financial
Services Agency or that are subject to TLAC requirements or similar requirements by the relevant foreignauthority to maintain a certain level of capital and debt recognized as having loss-absorbing and recapitalization
capacity, or internal TLAC. Under the Japanese TLAC regulations, the Financial Services Agency designatedMizuho Financial Group as the Domestic Resolution Entity, which is subject to the external TLAC requirements
in Japan, and designated Mizuho Bank, Mizuho Trust & Banking and Mizuho Securities as Mizuho Financial
Group’s material subsidiaries in Japan which are subject to Japan’s internal TLAC requirements. In addition,
under the Japanese TLAC regulations, G-SIBs are required to meet a minimum TLAC requirement of at least
18% of the resolution group’s risk-weighted assets and at least 6.75% of the Basel III leverage ratio denominator.
Japanese G-SIBs are allowed to count the Japanese Deposit Insurance Fund Reserves in an amount equivalent to3.5% of their consolidated risk-weighted assets as their external TLAC.
In June 2020, in coordination with the monetary policy of the Bank of Japan in response to the impact of
COVID-19, the Financial Services Agency amended the TLAC regulations, which introduced a temporary
measure to exclude amounts of deposits held at the Bank of Japan from the calculation of the external TLAC
ratio on a total exposure basis due to the uncertainty of the impact of COVID-19. The implementation period of53

such temporary measure has been extended to the end of March 2024. In addition, in November 2022, theFinancial Services Agency amended the TLAC regulations, with effect from April 2024, which will raise theminimum TLAC ratio on a total exposure basis from 6.75% to 7.10%, while continuing to exclude amounts ofdeposits held at the Bank of Japan from the calculation of the external TLAC ratio on a total exposure basis,taking into account exceptional macroeconomic conditions and other circumstances.
Protection of Personal Information
The Personal Information Protection Act (Kojin Jouhou no Hogo ni kansuru Houritsu) (Act No. 57 of 2003,
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 Personal Information Protection
Commission to take necessary measures to comply with the law will subject us to criminal and/or administrative
sanctions.
Prevention of Money Laundering
Under the Act Preventing Transfer of Profits Generated from Crime (Hanzai ni yoru Syueki no Iten Boushi
ni kansuru Houritsu) (Act No. 22 of 2007, as amended), 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. Certain amendments tothe law became effective in April 2013, which tightened, among other things, customer identification
requirements. Further amendments to the law were promulgated in November 2014 and became effective on
October 1, 2016 for clarification of the judgment method of suspicious transactions, strict verification at the timeof the conclusion of correspondence contracts and expansion of the obligation for business operators to makeefforts to develop necessary systems.
In February 2018, the Financial Services Agency issued “Guidelines for Anti-Money Laundering andCombating the Financing of Terrorism” to clarify the basic stance on risk management practices against money
laundering and terrorists financing in order to encourage financial institutions to improve their regimes toeffectively prevent money laundering and terrorists financing. The guidelines were partially revised from time totime with the intent to, among other things, further enhance financial institutions’ risk management for antimoney laundering and combating the financing of terrorism.
Act Concerning Protection of Depositors from Illegal Withdrawals Made by Forged or Stolen Cards
The Act 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) (Act No. 94 of 2005, as amended)
requires financial institutions to establish internal systems to prevent illegal withdrawals of deposits using forgedor stolen bank cards. The law also requires financial institutions, among other matters, to compensate depositors
for any amount illegally withdrawn using forged bankcards, unless the financial institution can verify that it acted
in good 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 Bank’s New York, Chicago,
Los Angeles and 1251 Building (New York) branches and Houston, Atlanta, Dallas, San Francisco andWashington, D.C. representative offices. We also own one bank in the United States, Mizuho Bank (USA),
which is engaged primarily in the banking services, trust services and custody business, and a U.S. broker-dealer,Mizuho Securities USA LLC, which is engaged in the securities business.
54

The Bank Secrecy Act, as amended by 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 crimes and penalties and expanding the extraterritorial
jurisdiction of the United States. The Bank Secrecy Act, as amended, imposes anti-money laundering complianceobligations on U.S. financial institutions, including the U.S. offices of foreign banks. In recent years, federal andstate regulatory and law enforcement authorities have closely scrutinized the compliance by financial institutions
with the Bank Secrecy Act and anti-money laundering rules.
Mizuho Financial Group, Mizuho Bank and Mizuho Americas are financial holding companies (“FHCs”)
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 Federal Reserve. As a matter of law, these three companies are
required to act as a source of financial strength to Mizuho Bank (USA). The BHCA generally prohibits us fromacquiring, directly or indirectly, the ownership or control of more than 5% of any class of voting shares of any
company engaged in the United States in activities other than banking or activities that are financial in nature orincidental or complementary to financial activity. 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 that we do not routinely manage, generally for a period of up to 10 years, 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, savings association or bank holding company.
Mizuho Financial Group and the former Mizuho Corporate Bank, now Mizuho Bank, became FHCs in
December 2006, and Mizuho Americas became an FHC in July 2016. As FHCs, we, Mizuho Bank, and Mizuho
Americas and the companies under their control are permitted to engage in a broader range of activities in the
U.S. and abroad than permitted for bank holding companies and their subsidiaries. For example, FHC statusunder 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, andtherefore enables our group to promote our investment banking business on a broader basis in the United States.
FHC status also permits banking groups in the United States to engage in merchant banking activities, as
described above.
To retain our status as an FHC, we must also comply with certain additional regulatory requirements. For
example, we and each of our U.S. insured depository institution subsidiaries with operations in the United States
must be “well capitalized.” We and each of our U.S. insured depository institution subsidiaries must also be“well managed,” including that we and they maintain supervisory ratings that are at least satisfactory. Further,Mizuho Financial Group and Mizuho Bank must also meet such capital standards as calculated under their 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 an FHC during any period of noncompliance without the prior approval of theFederal Reserve Board, and divestiture or termination of certain business activities, or termination of our U.S.
branches and agencies, may be required 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(“OCC”), the U.S. federal bank regulatory agency that charters and regulates national banks and federal branches
and agencies of foreign banks. Each branch and representative office in the United States of Mizuho Bank isstate-licensed. Under U.S. federal banking laws, state-licensed branches and agencies of foreign banks, as a
general matter, 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 andsuch activities are permissible under applicable state law. U.S. federal banking laws also subject state-licensed
branches and agencies to the same single-borrower lending limits that apply to federal branches and agencies,
which are substantially similar to the lending limits applicable to national banks, but are based on the capital of
the entire foreign bank.
55

The New York branch of Mizuho Bank is subject to supervision, examination and regulation by the New
York State Department of Financial Services (“NYDFS”) as well as by the Federal Reserve. Except for aprohibition on such branch accepting retail deposits, a state-licensed branch generally has the same powers as astate-chartered bank in such state. New York State has an asset pledge requirement for branches equal to thegreater of 1% of average total liabilities for the previous month or $2 million, provided that an institution
designated as a “well-rated foreign banking corporation” is permitted to maintain a reduced asset pledge with acap of $100 million. The NYDFS may require higher amounts for supervisory reasons. Each other U.S. branch
and representative office of Mizuho Bank is also subject to regulation and examination by the state banking
authority of the state in which such branch or representative office is located. The deposits of Mizuho Bank’s
U.S. branches are not insured by the Federal Deposit Insurance Corporation (“FDIC”).
On the other hand, Mizuho Bank (USA) is a New York state-chartered bank that is a member of the Federal
Reserve System whose deposits are insured by the FDIC. As such, Mizuho Bank (USA) is subject to regulation,
supervision and examination by the Federal Reserve and the NYDFS, as well as to relevant FDIC regulation.
In the United States, U.S.-registered broker-dealers are regulated by the U.S. Securities and Exchange
Commission (the “SEC”). As a U.S.-registered broker-dealer, Mizuho Securities USA is subject to regulations
that cover all aspects of the securities business, including sales methods, trade practices among broker-dealers,
use and safekeeping of customers’ funds and securities, capital structure, recordkeeping, the financing ofcustomers’ purchases and the conduct of directors, officers and employees.
In the United States, comprehensive financial regulatory reform legislation, titled the Dodd-Frank WallStreet Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), provided a broad framework forsignificant regulatory changes across most areas of U.S. financial regulation. Among other things, federal
regulations adopted pursuant to the Dodd-Frank Act address systemic risk oversight, minimum leverage and riskbased capital requirements for insured depository institutions and depository institution holding companies, andthe resolution of failing systemically significant financial institutions.
The Dodd-Frank Act provides regulators with tools to impose greater capital, leverage and liquidity
requirements and other prudential standards, particularly for financial institutions that pose significant systemicrisk and bank holding companies with a certain level of consolidated assets. In imposing such heightened
prudential standards on foreign banking organizations such as Mizuho Financial Group, the Federal Reserve
Board is directed to take into account the principle of national treatment and equality of competitive opportunity,
and the extent to which the foreign banking organization is subject to comparable home country standards. In
February 2014, the Federal Reserve Board finalized rules (the “FBO Rules”) under Regulation YY that impose
enhanced prudential standards on certain large foreign banking organizations having a U.S. presence, such as
Mizuho Financial Group. Under the FBO Rules, large foreign banking organizations, including us, and their U.S.
operations are subject to risk management requirements, risk-based capital and leverage limits, capital stresstesting requirements, liquidity requirements and, in certain circumstances, asset management requirements. In
addition, under the FBO Rules, foreign banking organizations with $50 billion or more in total U.S. non-branchassets are, as of July 1, 2016, required to establish or designate a separately capitalized top-tier U.S. intermediateholding company (“IHC”) that would hold its ownership interest in a substantial majority of its U.S. subsidiaries
and be subject to certain capital, liquidity and other enhanced prudential standards on an IHC consolidated basis.
In consideration of certain enhanced prudential requirements under the FBO Rules, we established a new U.S.
bank holding company, Mizuho Americas, a wholly owned direct subsidiary of Mizuho Bank as of July 1, 2016.
Mizuho Americas is currently the holding company for our U.S. bank subsidiary, Mizuho Bank (USA), our U.S.
securities broker-dealer, Mizuho Securities USA LLC, and certain other of our U.S. subsidiaries. The
establishment of Mizuho Americas was part of a larger internal corporate reorganization, which was taken withthe aim of, among other things, strengthening corporate governance practices and operations.
On May 24, 2018, the U.S. Economic Growth, Regulatory Relief and Consumer Protection Act (the“EGRRCPA”) was signed into law. Among other regulatory changes, the EGRRCPA raised the asset threshold56

for automatic application of enhanced prudential standards to banking organizations under the Dodd-Frank Act
from $50 billion in total consolidated assets to $250 billion (which statutory threshold, in the case of foreignbanking organizations (“FBOs”), is measured on the basis of total global consolidated assets). The EGRRCPA
exempted banking organizations with total consolidated assets of less than $100 billion from these enhanced
prudential standards effective immediately upon enactment of the bill, but granted the Federal Reserve thediscretionary authority, after the asset threshold increase became effective, to apply any enhanced prudential
standards to any banking organization with between $100 billion and $250 billion in total consolidated assets thatwould otherwise be exempt under the legislation.
In October 2019, the Federal Reserve Board finalized a rule to implement the EGRRCPA’s changes to theapplication of enhanced prudential standards for large U.S. banking organizations and FBOs (the “TailoringRule”). The Tailoring Rule delineates three categories, Category II, Category III and Category IV, of enhanced
prudential standards applicable to FBOs based on an FBO’s asset size and other factors such as the degree of thecross-jurisdictional activity, short-term wholesale funding, nonbank assets, and off-balance sheet exposures of an
FBO’s U.S. operations. The Tailoring Rule generally determines the stringency of enhanced prudential standards
applicable to FBOs based on the risk profile of the FBO’s U.S. operations, rather than its global footprint, withmost enhanced prudential standards applying only to FBOs with combined U.S. assets of at least $100 billion.
We are a Category III FBO as delineated by the Tailoring Rule as of the end of December 2022.
Also in October 2019, the Federal Reserve Board and the FDIC finalized a rule (the “Resolution Planning
Rule”) that modifies resolution plan requirements according to the EGRRCPA. The Resolution Planning Ruletailors those requirements based on the category as determined by the Tailoring Rule.
Under Section 13 of the BHCA, as amended by the EGRRCPA, also known as the “Volcker Rule,” anyinsured depository institution (subject to certain exceptions including for depository institutions that do not have,and are not controlled by a company that has, more than $10 billion in total consolidated assets and significant
trading assets and liabilities), any company that controls such an institution, any non-U.S. bank with branches in
the United States, such as Mizuho Bank, and any affiliate or subsidiary of such entities (each, a “banking entity”)
is prohibited from engaging in proprietary trading or from investing in or sponsoring private equity or hedge
funds, subject to certain limited exceptions. In July 2019, U.S. federal regulatory agencies adopted amendments
to the Volcker Rule regulations to implement the Volcker Rule amendments included in the EGRRCPA, and also
in 2019 such U.S. federal regulatory agencies adopted certain targeted amendments to the Volcker Rule
regulations to simplify and tailor certain compliance requirements relating to the Volcker Rule. In June 2020,
U.S. federal regulatory agencies adopted additional revisions to the Volcker Rule’s restrictions on banking
entities sponsoring and investing in certain covered hedge funds and private equity funds, including by proposing
new exemptions allowing banking entities to sponsor and invest without limit in credit funds, venture capitalfunds, customer facilitation funds and family wealth management vehicles (the “Covered Fund Amendments”).
The Covered Fund Amendments also loosen certain other restrictions on extraterritorial fund activities and direct
parallel or co-investments made alongside covered funds.
The current regulatory environment in the United States may be impacted by future legislative
developments, changes in U.S. executive administration or Congressional leadership or other events, such as therecent bank failures and related market volatility in the United States and Europe. For example, the federalbanking agencies, Congress, individual states or other regulatory bodies may revisit existing laws, regulations
and supervisory expectations for banking organizations, including the Tailoring Rule, or propose new laws. The
scope of any additional future legislation or regulatory developments at either the federal or state level is notpossible to determine at this time, and we cannot predict what impact, if any, such future legislative or regulatory
developments will have on us if and when such legislation or regulations is enacted or adopted, as applicable.

57

Cybersecurity and privacy developments in Europe and the U.S.
We are subject to international laws and regulations governing requirements for maintaining policies andprocedures regarding the disclosure, use and protection of the non-public confidential information of ourcustomers and employees. To comply with these various laws and regulations, we have implemented security andprivacy policies and procedures for the protection of personal and confidential information across our business.
These laws and regulations also impact our ability to share certain information with affiliates and non-affiliates
for marketing and/or non-marketing purposes, or contact customers with marketing offers and establish certain
rights of consumers in connection with their personal information. For example, California’s Consumer Privacy
Act (“CCPA”), as modified by the California Privacy Rights Act (“CPRA”), provides consumers with the right toknow what personal data is being collected, know whether their personal data is sold or disclosed and to whomand opt out of the sale of their personal data, among other rights. In addition, in the EU, the General Data
Protection Regulation (“GDPR”) replaced the Data Protection Directive and related implementing national laws
in its member states. These existing and evolving legal requirements in the U.S., the EU and other jurisdictions
continue to lend uncertainty to privacy compliance globally and may require us to incur material costs withrespect to compliance in the future.
In the United States, federal and state regulators, including the Federal Reserve, OCC, SEC and NYDFS,
have increasingly focused on cybersecurity risks and responses for regulated entities and laws and regulations inthis area are evolving. For example, on March 1, 2017, the revised NYDFS cybersecurity regulation became
effective. The regulation applies to any person licensed or chartered by the NYDFS, including New York statechartered banks and NYDFS-licensed branches of non-U.S. banks such as Mizuho Bank (USA) and the New
York branch of Mizuho Bank, and requires each company to assess its specific risk profile periodically anddesign a program that addresses its risks “in a robust fashion,” including addressing risks posed by third-party
service providers, training and retention of specialized staff to address cybersecurity risks, maintaining systems
designed to reconstruct material financial transactions and complying with security requirements for non-public
information. Each covered entity must monitor its systems and networks and notify the superintendent of the
NYDFS within 72 hours after it is determined that a material cybersecurity event has occurred. Senior
management of the covered entity has been required to file an annual certification confirming compliance with
the NYDFS regulations since February 15, 2018. Similarly, in November 2021, the federal bank regulatory
agencies issued a rule regarding notification requirements for banking organizations related to significant
computer security incidents, which went into effect on April 1, 2022. Under the rule, a banking organization isrequired to notify the relevant federal banking regulatory agency within 36 hours of incidents that havematerially disrupted or degraded, or are reasonably likely to materially disrupt or degrade, the banking
organization’s ability to deliver services to a material portion of its customer base, jeopardize the viability of key
operations of the banking organization or pose a threat to the financial stability of the United States.
Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act
Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 (“Section 219”) added
Section 13(r) to the U.S. Securities Exchange Act of 1934, requiring each SEC reporting issuer to disclose in its
annual and, if applicable, quarterly reports whether it or any of its affiliates have knowingly engaged in specified
activities, transactions or dealings relating to Iran or with the Government of Iran or certain designated persons or
entities involved in terrorism or the proliferation of weapons of mass destruction during the period covered bysuch filing. Section 219 requires disclosure even of certain activities not prohibited by U.S. or other law and evenif such activities were conducted outside the United States by non-U.S. affiliates in compliance with local law.
Our affiliate Mizuho Bank is our only affiliate to have engaged in activity that is relevant for this purpose.
Mizuho Bank maintains compliance policies and procedures to conform its operations to all applicable economic
sanctions laws and regulations, and is increasing resources dedicated to this effort. In that context, and only after
confirming that such transactions do not involve prohibited or sanctionable activity under U.S. or other economic
sanctions, non-U.S. branches of Mizuho Bank engage in a limited number of activities reportable under
Section 219.
58

No U.S. branches of Mizuho Bank were involved in any of these activities.
Activities through correspondent banking accounts
In the fiscal year ended March 31, 2023, Mizuho Bank continued to maintain accounts for Iranian banks
related to the Government of Iran and a bank designated under E.O. 13224, but conducted no funds transfers
through these accounts or through other correspondent banking accounts on behalf of such Iranian banks. Mizuho
Bank has policies and procedures to process transfers through these accounts only after confirming that suchtransactions do not involve prohibited or sanctionable activity under U.S. or other economic sanctions andobtaining licenses issued by Japan’s Ministry of Finance where necessary. Estimated gross revenue to Mizuho
Bank in the fiscal year ended March 31, 2023 attributable to fees for these activities was less than ¥1 million,
with a net profit of less than that amount. Mizuho Bank will process transfers through these accounts only under
the limited circumstances where Mizuho Bank believes the transfer would conform to its compliance policies andprocedures, applicable international sanctions laws, and after obtaining a license issued by Japan’s Ministry of
Finance where necessary.
Other Jurisdictions
Our operations elsewhere in the world are subject to regulation and control by local supervisory authorities,
including local central banks.

59

4.C. Organizational Structure
The following diagram shows our basic corporate structure as of March 31, 2023:
Mizuho Bank, Ltd.

BankingCore Group
Company

Mizuho Americas LLC

Trust
BankingMizuho Trust & Banking Co., Ltd.

Securities

Mizuho Securities Co., Ltd.

Asset
Management

Asset Management One Co., Ltd.

Research &Consulting

Mizuho Research & Technologies, Ltd.

Holding Company
Mizuho Financial Group, Inc.

Custody Bank of Japan,
Ltd. (1)Core Group
Companies (4)MI Digital Services Co.,
Ltd. (2)Mizuho Leasing Company, Limited (3)Notes:(1) Custody Bank of Japan, in which we have a 27.0% equity interest, is an equity-method affiliate of ours.
(2) MI Digital Services, in which we have a 35.0% equity interest, is an equity-method affiliate of ours.
(3) Mizuho Leasing, in which we have a 23.6% equity interest, is an equity-method affiliate of ours.
(4) On April 3, 2023, Mizuho Innovation Frontier Co., Ltd. was established and added to the core groupcompanies as a consolidated subsidiary.

60

The following table sets forth information with respect to our principal consolidated subsidiaries as ofMarch 31, 2023:

Name

Country oforganization

Domestic
Mizuho Bank, Ltd . . . . . . . . . . . . . . . . . . . . .
Mizuho Trust & Banking Co., Ltd . . . . . . . .
Mizuho Securities Co., Ltd . . . . . . . . . . . . . .
Mizuho Research & Technologies, Ltd . . . . .

Japan
Japan
Japan
Japan

Main business

Proportion of Proportion ofownershipvotinginterest
interest(%)(%)

Banking
Trust and banking
Securities
Information technology
and think tankconsulting
Investment management
Credit guarantee
Factoring
Credit card
Holding company
Subcontracted operations
Real estate agency

100.0%
100.0%
100.0%
100.0%

100.0%
100.0%
100.0%
100.0%

70.0%
100.0%
100.0%
100.0%
100.0%
100.0%
99.5%

51.0%
100.0%
100.0%
100.0%
100.0%
100.0%
95.1%

Japan

Pension plan-related
business

60.0%

60.0%

Mizuho-DL Financial Technology Co.,Ltd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Japan

60.0%

60.0%

Mizuho Capital Co., Ltd.(1) . . . . . . . . . . . . . .
J.Score Co., Ltd . . . . . . . . . . . . . . . . . . . . . . .

Japan
Japan

Application andSophistication of
Financial Technology
Venture capital
Lending

50.0%
50.0%

50.0%
50.0%

100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%

100.0%
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%
100.0%
99.0%

Asset Management One Co., Ltd . . . . . . . . .
Mizuho Credit Guarantee Co., Ltd . . . . . . . .
Mizuho Factors, Limited . . . . . . . . . . . . . . . .
UC Card Co., Ltd . . . . . . . . . . . . . . . . . . . . .
Mizuho Realty One Co., Ltd . . . . . . . . . . . . .
Mizuho Business Service Co., Ltd . . . . . . . .
Mizuho Realty Co., Ltd.(1) . . . . . . . . . . . . . . .
Defined Contribution Plan Services Co.,Ltd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Japan
Japan
Japan
Japan
Japan
Japan
Japan

Overseas
Mizuho Americas LLC . . . . . . . . . . . . . . . . .
USA
Holding company
Mizuho Capital Markets LLC . . . . . . . . . . . .
USA
Derivatives
Mizuho Bank (China), Ltd . . . . . . . . . . . . . .
China
BankingMizuho International plc . . . . . . . . . . . . . . . .
UK
Securities and banking
Mizuho Securities Asia Limited . . . . . . . . . .
China
Securities
Mizuho Securities USA LLC . . . . . . . . . . . .
USASecurities
Mizuho Bank Europe N.V . . . . . . . . . . . . . . . Netherlands Banking and securities
Banco Mizuho do Brasil S.A . . . . . . . . . . . . .
BrazilBankingMizuho Trust & Banking (Luxembourg)
S.A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Luxembourg Trust and banking
Mizuho Bank (USA) . . . . . . . . . . . . . . . . . . .
USABanking and trust
Mizuho Securities Europe GmbH . . . . . . . . . Germany Securities
PT. Bank Mizuho Indonesia . . . . . . . . . . . . . Indonesia Banking

Note:(1) The proportion of ownership interest refers to the respective proportion of economic interest held by us.
(2) On April 3, 2023, Mizuho Innovation Frontier Co., Ltd. was established as one of our principal consolidated
subsidiary.

61

4.D. Property, Plant and Equipment
The following table shows the breakdown of our premises and equipment at cost as of March 31, 2022 and2023:
As of March 31,
2022
2023
(in millions of yen)

Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 571,837 ¥ 577,755
Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
737,440
703,655
Equipment and furniture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
373,825
378,015
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
208,820
204,835
Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21,73744,393
Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,373,035
1,366,445
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Accumulated depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . .

3,286,694
1,582,627

3,275,098
1,621,210

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

¥1,704,067¥1,653,888

Our head office is located at 1-5-5 Otemachi, Chiyoda-ku, Tokyo, Japan. The headquarter building is leased
from a third party.
The total area of land related to our material office and other properties as of March 31, 2023 wasapproximately 562,000 square meters for owned land and approximately 11,000 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.
Information required by subpart 1400 of Regulation S-K
See “Selected Statistical Data” for information required by subpart 1400 of SEC Regulation S-K.
ITEM 4A. UNRESOLVED STAFF COMMENTS
None.

62

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recent Accounting Pronouncements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reconciliation with Japanese GAAP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

63
70
73
79
83
86
98
102
108
108

Overview
The Mizuho GroupWe provide a broad range of financial services in domestic and overseas markets. Our principal activities
and subsidiaries are the following:•Mizuho Bank provides a wide range of financial products and services mainly in relation to deposits,
lending and exchange settlement to individuals, small and medium-sized enterprises (“SMEs”), large
corporations, financial institutions, public sector entities and foreign corporations, including foreignsubsidiaries of Japanese corporations;•Mizuho Trust & Banking provides products and services related to trust, real estate, securitization andstructured finance, pension and asset management and stock transfer agency; and•Mizuho Securities provides full-line securities services to individuals, corporations, financial institutions
and public sector entities.

We also provide products and services such as those related to trust and custody, asset management, privatebanking, research services, information technology-related services and advisory services for financial
institutions through various subsidiaries and affiliates.
For a further discussion of our business and group organization, see “Item 4.B. Information on the
Company—Business Overview.”
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;63•

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 long-term debt.
Provision (Credit) for Credit Losses
Provision (credit) for credit losses is charged against (or credited to) income mainly to keep the allowancefor credit losses on loans at a level that is appropriate to estimate the net amount expected to be collected fromthe financial asset, inclusive of loans. For a description of the approach and methodology used to establish theallowance for credit losses on loans, see “—Financial Condition—Allowance for Credit Losses on Loans.”
Noninterest Income
Noninterest income consists mainly of fee and commission, investment gains (losses)—net, trading accountgains (losses)—net and foreign exchange gains (losses)—net.
Fee and commission include the following:•

fee and commission from securities-related business, including brokerage fee and commission related tothe execution of customer transactions and sales commission of stocks, bonds and investment trusts andasset-based revenue, which mainly include fees received from investment trust management companies
in return for administration services, such as record keeping services, of investment trusts;•

fee and commission from deposits, including fees related to deposits such as account transfer charges;•

fee and commission from lending business, including fees related to the arrangement of syndicated loans
and other financing transactions such as arrangement fees related to management buy-out transactions;•fee and commission from remittance business, including service charges for domestic and international
funds transfers and collections;•fee and commission from asset management business, including investment trust management fees andinvestment advisory fees for investment trusts;•

fee and commission from trust-related business, including trust fees earned primarily through fiduciary
asset management and administration service for corporate pension plans and investment funds andother trust-related fees such as brokerage commissions of real estate property, sales commissions ofbeneficial interest in real estate trust, consulting fees related to real estate property and charges for stocktransfer agent services;•

fee and commission from agency business, including administration service fees related to our agency
business such as Japan’s principal public lottery program and revenue from standing proxy services
related to stocks and others; and•fees for other customer services, including various revenues such as guarantee fees, sales commissionsof life insurance, service charges for electronic banking, financial advisory fees and service charges forsoftware development.

Investment gains (losses)—net primarily include net gains and losses on sales of marketable securities, suchas equity and bond investments. In addition, impairment losses are recognized when management concludes thatdeclines in the fair value of investments are other-than-temporary.
64

Trading account gains (losses)—net include gains and losses from transactions undertaken for trading
purposes, including both market making for customers and proprietary trading, or transactions through which weseek to capture gains arising from short-term changes in market value. Trading account gains (losses)—net also
include gains and losses 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 ourvarious assets and liabilities, as well as gains and losses related to changes in the fair value of foreign currencydenominated debt securities reported as Trading securities.
Foreign exchange gains (losses)—net mainly include 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 primarily include salaries and employee benefits, general and administrative expenses,
occupancy expenses and fee and commission expenses.
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 fee and commission expenses are fee and commission expenses for
remittance services, which mainly include commission expenses paid in connection with remittance transactions
and the securities-related businesses, which mainly include transactions costs such as brokerage fees paid.
Operating Environment
We operate principally in Japan, and our performance has generally tracked the macro economy of Japan.
As to the recent economic environment, although demand has continued to recover, supported by thetransition to a world of living with COVID-19 and fiscal expenditure by each country, global inflation has been
triggered by structural shifts in the labor market, natural resource supply constraints caused by the situation in
Ukraine and other factors. In addition, the impact of rapid monetary tightening, which is centered on Europe andthe United States, has materialized and the outlook for the global economy remained uncertain.
In Japan, although the production activities of manufacturers has weakened due to sluggish capital
investment and shortages of semiconductors, gradual recovery is expected to continue, mainly in domestic
demand-oriented industries such as service industries, owing to the relaxation of activity restrictions and otherfactors. Inflation rates, which had been rising against the backdrop of increased resource prices and thedepreciation of the yen, are also expected to weaken in light of a pause in the surge in the commodity market. On
the other hand, the slowdown of overseas economies due to monetary tightening in Europe and the United States,
which may diminish capital investments, is a cause for concern. In addition, concerns have remained high withrespect to changes to the monetary policy of the Bank of Japan (“BOJ”), and if changes are actually
implemented, such changes may affect the Japanese economy.
65

In the United States, the economy has continued to grow steadily, mainly in terms of consumption, evenunder steep inflation and rapid monetary tightening by the Federal Reserve Board (“FRB”) in response thereto.
Wages, which support consumption, have remained high as a result of strong labor demand and labor supply
constraints stemming from the spread of COVID-19 and other factors. While the FRB has continued to tightenmonetary policy based on these circumstances, several financial institutions have failed and the outlook for the
U.S. economy has become increasingly uncertain.
In Europe, the surge in resource prices and supply constraints due to the situation in Ukraine have beencausing slower economic growth. Although the rise in gas prices has come to a pause, the rise in food prices andother factors have continued to increase inflation and are pushing down consumption. As not only price increases
but also wage growth has been accelerating, the European Central Bank has continued to raise interest rates. The
European economy is expected to remain somewhat sluggish in the future due to high inflation rates and interest
rates. In addition, there are concerns that the financial market turmoil, caused by uncertainty over the business
management of financial institutions, will have a significant impact on monetary policy and economic trends.
In Asia, China has continued to experience a prolonged slump in real estate investment and weak consumer
confidence due to the “Zero-COVID” policy. Although the number of infections temporarily rose in a steep
manner after the end of this policy, the infection rate eventually stabilized, and the Chinese economy has recently
been slowly recovering at a gradual rate, led mainly by services consumption. However, conflicts between the
United States and China continue to pose a high degree of uncertainty with respect to China’s trade and national
security.
In emerging countries, although economies have generally grown at high rates owing to the relaxation of
restrictions on activities, the growth trend has recently slowed due to a pause in consumer demand recovery
following the end of the spread of COVID-19 and the impact of inflation.
As for the future outlook of the global economy, uncertainty is expected to continue due to a lack of clarity
over the impact of global monetary tightening on the real economy. In addition, depending on the circumstances,such as the spread of financial system instabilities resulting from the failure of financial institutions in Europe
and the United States, increasing tensions with respect to the situation in Ukraine and further worsening of
inflation, particularly in the United States, there is a possibility of financial and capital market disruption and therisk of further economic downturn, which may also adversely affect the Japanese economy.
Key indicators of Japanese economic conditions in recent periods include the following:•

Japan’s real gross domestic product on a year-on-year basis decreased by 4.1% in the fiscal year ended
March 31, 2021 and increased by 2.6% and 1.4% in the fiscal years ended March 31, 2022 and 2023,
respectively. During the fiscal year ended March 31, 2023, the year-on-year growth rates were 1.8%,
1.5%, 0.4%, and 1.9%, for the quarters ended June 30, September 30, December 31 and March 31,
respectively. Japan’s core nationwide consumer price index decreased by 0.4% in the fiscal year ended
March 31, 2021 and increased by 0.1% and 3.0% in the fiscal years ended March 31, 2022 and 2023,
respectively.

•

In September 2016, the BOJ introduced “quantitative and qualitative monetary easing with yield curve
control” by strengthening its two previous policy frameworks, namely the “quantitative and qualitative
monetary easing (“QQE”)” and the “QQE with a negative interest rate” policies. These policies aimed todrive the observed consumer price index to a level exceeding the price stability target of 2% and tomaintain the index above that target in a stable manner. Under the new policy framework, the BOJ set a
guideline for market operations: regarding short-term interest rates, the BOJ will apply an interest rateof negative 0.1% to certain excess balances in current accounts held by financial institutions at the BOJ;
and regarding long-term interest rates, it would purchase Japanese government bonds to control longterm interest rates so that the yield of 10-year Japanese government bonds will remain at around 0%.
66

In July 2018, the BOJ decided to strengthen its commitment to achieving its price stability target byintroducing forward guidance for policy rates and to enhance the sustainability of “quantitative andqualitative monetary easing with yield curve control,” stating that the yield of 10-year Japanese
government bonds could move upwards and downwards from the level of around 0% to some extent,
mainly depending on developments in economic activity and prices. In October 2019, the BOJ decided
on new forward guidance for policy rates, in respect of which, the BOJ stated its expectation that shortterm and long-term interest rates would remain at their present or lower levels as long as it is necessary
to pay close attention to the possibility that the momentum toward achieving the price stability target
will be lost.
In March 2020, in light of the impact of the spread of COVID-19, the BOJ judged it appropriate toenhance monetary easing through (1) the further ample supply of funds by conducting various
operations including purchases of Japanese government bonds and U.S. dollar funds-supplying
operations, (2) measures to facilitate corporate financing including the introduction of the “special
funds-supplying operations to facilitate corporate financing regarding the novel coronavirus(COVID-19)” and (3) active purchases of exchange-traded funds and Japan real estate investment trusts.
Furthermore, in April 2020, the BOJ judged it appropriate to enhance monetary easing through (1) anincrease in purchases of commercial paper and corporate bonds, (2) the strengthening of the “special
funds-supplying operations to facilitate corporate financing regarding the novel coronavirus(COVID-19)” and (3) further active purchases of Japanese government bonds and treasury discountbills. In December 2021, the BOJ decided to extend the “special funds-supplying operations to facilitate
corporate financing regarding the novel coronavirus (COVID-19)” in part by six months until the end of
September 2022. In March 2022, the BOJ completed its additional purchases of commercial paper andcorporate bonds as scheduled.
In September 2022, the BOJ decided to phase out the “special funds-supplying operations to facilitate
corporate financing regarding the novel coronavirus (COVID-19)” and shift to fund-provisioning thatwould meet a wide range of financing needs. The BOJ decided to extend fund-provisioning against
loans that financial institutions make on their own by six months until the end of March 2023, and fundprovisioning against loans that financial institutions make on the back of government support by threemonths until the end of December 2022. In addition, the BOJ decided to set no upper limit on theamount of fund-provisioning under the policy of “funds-supplying operations against pooled collateral,”for which various types of collateral are accepted, in order to support financing even after the expirationof the aforementioned special operations.
In December 2022, the BOJ decided to expand the range in which it allows the yield of 10-year
Japanese government bonds to fluctuate, from between around plus or minus 0.25% to between aroundplus or minus 0.5%, in order to improve market function and encourage the smoother formation of theentire yield curve, while maintaining accommodative financial conditions.
•

The yield on newly issued 10-year Japanese government bonds, which is a key long-term interest rate
indicator, was 0.095%, 0.221% and 0.351% as of March 31, 2021, March 31, 2022 and March 31, 2023,
respectively. The yield fluctuated between 0.168% and 0.527% during the fiscal year ended March 31,
2023. Thereafter, the yield increased to 0.436% as of May 31, 2023.

•

According to Teikoku Databank, a Japanese research institution, there were 7,314 corporatebankruptcies in the fiscal year ended March 31, 2021, involving approximately ¥1.2 trillion in total
liabilities, 5,916 corporate bankruptcies in the fiscal year ended March 31, 2022, involving
approximately ¥1.2 trillion in total liabilities, and 6,799 corporate bankruptcies in the fiscal year ended
March 31, 2023, involving approximately ¥2.3 trillion in total liabilities. The number of corporatebankruptcies in the fiscal year ended March 31, 2023 increased, compared to the previous fiscal year,
for the first time since the fiscal year ended March 31, 2020, and increased by more than 800 corporatebankruptcies, compared to the previous fiscal year, for the first time since the fiscal year ended67March 31, 2009. The amount of total liabilities for the fiscal year ended March 31, 2023 increased by
97.7% compared to the previous fiscal year.
•

The Nikkei Stock Average, which is an average of the price of 225 stocks listed on the Tokyo Stock
Exchange, increased by 54.2% to ¥29,178.80 during the fiscal year ended March 31, 2021, followed by
a 4.7% decrease to ¥27,821.43 during the fiscal year ended March 31, 2022 and a 0.8% increase to¥28,041.48 during the fiscal year ended March 31, 2023. Thereafter, the Nikkei Stock Averageincreased to ¥30,887.88 as of May 31, 2023.

•

The yen to U.S. dollar spot exchange rate, according to the BOJ, was ¥110.74 to $1.00 as of March 31,
2021, ¥121.64 to $1.00 as of March 31, 2022 and ¥133.13 to $1.00 as of March 31, 2023. The rate
fluctuated between ¥122.64 and ¥150.48 to $1.00 during the fiscal year ended March 31, 2023.
Thereafter, the yen weakened to ¥139.75 to $1.00 as of May 31, 2023.

•

According to the Ministry of Land, Infrastructure, Transport and Tourism of Japan, housing starts inJapan decreased by 8.1% in the fiscal year ended March 31, 2021, increased by 6.6% in the fiscal year
ended March 31, 2022, and decreased by 0.6% in the fiscal year ended March 31, 2023.

•

According to the Ministry of Land, Infrastructure, Transport and Tourism of Japan, the average
published housing land prices in Japan decreased by 0.4% in calendar year 2020 and increased by 0.5%
and 1.4% in calendar years 2021 and 2022, respectively.

Capital Improvements
All yen figures and percentages in this subsection are truncated.
We have been pursuing the optimal balance between capital adequacy, growth investment and enhancementof shareholder return.
Capital Adequacy
In the fiscal year ended March 31, 2023, we maintained a sufficient capital base compared to regulatory
minimum requirements, mainly as a result of earning ¥555.5 billion of profit attributable to owners of parent(under Japanese GAAP).
Our Common Equity Tier 1 capital ratio under Basel III was 12.46% and 11.80% as of March 31, 2022 and2023, respectively.
With respect to redemptions of previously issued securities, we redeemed various securities that are eligible
regulatory capital instruments under Basel III upon their respective initial optional redemption dates or theirrespective maturity dates. As for Additional Tier 1 capital, in December 2022, we redeemed ¥235.0 billion of
unsecured perpetual subordinated bonds with an optional redemption clause and a write-down clause issued by
Mizuho Financial Group in July 2017. As for Tier 2 capital, in June 2022, we redeemed ¥79.0 billion of
unsecured fixed-term subordinated bonds with an optional redemption clause and a write-down clause issued by
Mizuho Financial Group in June 2017 and, in June 2023, we redeemed ¥25.0 billion and ¥70.0 billion of
unsecured fixed-term subordinated bonds with an optional redemption clause and a write-down clause issued by
Mizuho Financial Group in June 2018, respectively. In June 2022 and July 2022, we redeemed ¥47.0 billion and$1.5 billion of unsecured fixed-term subordinated bonds subject to phase-out arrangements under Basel III issued
by Mizuho Bank in June 2012 and our overseas special purpose company in July 2012, respectively.
Meanwhile, as for the new issuance of Additional Tier 1 capital, in December 2022, we issued ¥77.0 billionof unsecured perpetual subordinated bonds with an optional redemption clause and a write-down clause through apublic offering to wholesale investors in Japan. With respect to the new issuances of Tier 2 capital, in October
2022, we issued ¥51.0 billion of unsecured fixed-term subordinated bonds with a write-down clause through a68

public offering to retail investors in Japan. In October 2022, we also issued ¥52.0 billion and ¥28.5 billion of
unsecured fixed-term subordinated bonds with an optional redemption clause and a write-down clause throughpublic offerings to retail and wholesale investors in Japan, respectively.
Enhancement of Shareholder Return
Annual cash dividends for the fiscal year ended March 31, 2023 were ¥85.0 per share of common stock(both the interim and year-end cash dividends were ¥42.5 per share of common stock).
We maintain our shareholder return policy of progressive dividends as our principal approach while
executing flexible and intermittent share buybacks. In addition, as for dividends, we will decide based on thesteady growth of our stable earnings base, taking a dividend payout ratio of 40% as a guide into consideration. As
for share buybacks, we will consider our business results and capital adequacy, our stock price and theopportunities for growth investment in determining the execution.
Business Trends
See “Item 4.B. Information on the Company—Business Overview,” “Item 5. Operating and Financial
Review and Prospects—Operating Results” and “Item 5. Operating and Financial Review and Prospects—
Financial Condition.”
Others
Disposing of Our Cross-shareholdings
Reflecting the potential impact on our financial position associated with the risk of stock price fluctuation,
as a basic policy, unless we consider the holdings to be meaningful, we will not hold the shares of othercompanies as cross-shareholdings. Even if we consider the holdings to be meaningful, we will also endeavor to
reduce them through dialogue with the issuing companies. We promote the disposal of cross-shareholdings
through initiatives to enhance capital efficiency by utilizing in-house company return on equity as an internal
performance indicator. Under Japanese GAAP on an acquisition cost basis, our total Japanese stock portfolio(included within other securities which have readily determinable fair value) as of March 31, 2019 was¥1,419.8 billion, and we have subsequently sold ¥383.8 billion of cross-shareholdings as of March 31, 2023.
Russia-Ukraine situation
As of March 31, 2022 and 2023, our direct net country exposure to Russia was $2.92 billion and$1.95 billion, respectively, or 0.2% and 0.1%, each on an aggregate basis, of the total exposure of Mizuho Bank
(consolidated) and Mizuho Trust & Banking (consolidated), which primarily consisted of outstanding loans anddue from banks. Included within this exposure are loans made by AO Mizuho Bank (Moscow). Loans from AO
Mizuho Bank (Moscow) decreased by $0.2 billion (RUB 16.0 billion) from $0.6 billion (RUB 44.4 billion) as ofMarch 31, 2022 to $0.4 billion (RUB 28.4 billion) as of March 31, 2023.
Considering the country risk arising from the continued sanctions against Russia and the downgrading of
their credit rating, we incorporated the estimated impact of the Russia-Ukraine situation into the macroeconomic
scenario used for determining the allowance for credit losses on loans.
Acquisition of Premier M&A Advisory Firm Greenhill & Co., Inc.
On May 22, 2023, we and Greenhill & Co., Inc. (“Greenhill”), a U.S. M&A advisory firm, announced adefinitive agreement for Mizuho Financial Group, Inc. to acquire Greenhill in an all-cash transaction at $15 pershare, reflecting an enterprise value of approximately $550 million, including assumed debt. The transaction is69expected to close by December 31, 2023 and is subject to approval by Greenhill’s stockholders, as well as
required regulatory approvals and other customary closing conditions.
Through this transaction, we will accelerate our investment banking growth strategy.
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 Credit Losses
ASC 326, “Financial Instruments - Credit Losses” (“ASC 326”) established a single allowance framework
for all financial assets measured at amortized cost and certain off-balance-sheet instrument exposures. This
framework requires management’s estimate to reflect credit losses over the instrument’s remaining expected
lives and consider expected future changes in macroeconomic conditions.
We maintain an appropriate allowance for credit losses to represent management’s estimate of the expectedcredit losses in our financial assets measured at amortized cost and certain off-balance sheet instruments. Our
management evaluates the appropriateness of the allowance for credit losses semi-annually. The allowance
considers expected credit losses over the remaining expected lives of the applicable instruments. The expected
life of each instrument is determined by considering expected prepayments, contractual terms and cancellation
features.
When determining expected credit losses, a single forward-looking macroeconomic scenario is consideredover a reasonable and supportable forecast period. This forward-looking macroeconomic scenario is in line withthe scenario used for our business plan. If the scenario does not reflect a sudden change in economic conditions
adequately, adjustments may be made to the scenario. After the forecast period, we revert to long-term historicalloss experience with a certain graduated transition period, to estimate losses over the remaining lives of financial
assets measured at amortized cost and certain off-balance-sheet instruments. The macroeconomic scenario is
updated at least semi-annually and is reviewed accordingly to reflect current economic conditions and our
expectation of future conditions on a timely basis. For the fiscal year ended March 31, 2023, we used the mostrecent macroeconomic scenario available during our credit loss estimation process.
The following table shows the major factors of the macroeconomic scenario, the gross domestic product ofJapan and United States and unemployment rate of Japan.
2024

(%)
2025

1.2 0.9
3.8 1.8(1.0) 1.5

0.6
1.4
2.0

2023

2024

2025

2.4

2.2

2.2

2023

Real Gross Domestic Product of Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nominal Gross Domestic Product of Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real Gross Domestic Product of United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Unemployment rate of Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
70

In terms of the internal risk ratings, for the corporate portfolio segment, the credit quality review process
and the credit rating process serve as the basis for determining the allowance for credit losses on loans. Throughsuch processes, loans are categorized into groups to reflect the probability of default, whereby our management
assesses the ability of borrowers to service their debt, taking into consideration current financial information,ability to generate cash, historical payment experience, analysis of relevant industry segments and current trends.
For the retail portfolio segment, the different categories of past due status of loans are primarily utilized in thecredit quality review and the credit rating processes as the basis for determining the allowance for credit losses
on loans.
Our methodology for determining the appropriate allowance for credit losses on loans also considers theimprecision inherent in the methodologies used. As a result, the amounts determined under the methodologies
described above could be adjusted by management to consider the potential impact of other qualitative factors
which include, but are not limited to, imprecision in macroeconomic scenario assumptions and emerging risks
related to changes in the environment that are affecting specific portfolio segments. Considering internal andexternal factors affecting the credit quality of the portfolio, we incorporated the estimated impact of theRussia-Ukraine situation, elevated global inflation and other factors contributing to economic uncertainty into themacroeconomic scenario by using assumptions such as the future outlook of the business environment for
specific portfolio segments and the current forecast for the growth rate of gross domestic product.
The allowance for credit losses involves significant judgments on a number of matters including
expectations of future economic conditions, assignment of obligor ratings, valuation of collateral, and thedevelopment of qualitative adjustments as discussed above. Furthermore, information available at the time of thedetermination 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 affect our financial condition and results ofoperations. For example, in response to the unexpected deterioration of future macroeconomic conditions and theconsequent decline in internal risk rating, we may need to increase the allowances with additional charges toearnings. Additionally, changes in economic variables such as gross domestic product, the unemployment rate
and real estate prices may not move in a correlated manner as variables may move in opposite directions or differ
across portfolios or geography, so the improvement in one factor or input may offset deterioration in others.
We replaced the major factors of the macroeconomic scenario as follows to demonstrate the sensitivity ofcredit loss estimates to macroeconomic forecasts.
•

An increase of approximately ¥10 billion in allowance for credit losses for domestic corporate segment
if the nominal gross domestic product of Japan was decreased by 100 bps for each year within thereasonable and supportable forecast period compared to the nominal gross domestic product of Japan
used in the current macroeconomic scenario.

•

An increase of approximately ¥18 billion in allowance for credit losses for foreign corporate segment if
the real gross domestic product of the United States was decreased by 100 bps for each year within thereasonable and supportable forecast period compared to the real gross domestic product of the UnitedStates used in the current macroeconomic scenario.

•

An increase of approximately ¥7 billion in allowance for credit losses for domestic retail segment if theunemployment rate of Japan was increased by 100 bps for each year within the reasonable andsupportable forecast period compared to the unemployment rate of Japan used in the current
macroeconomic scenario.

See note 1 to our consolidated financial statements included elsewhere in this annual report for further
information on our policies and methodologies used to determine the allowance for credit losses.
71

Valuation of Financial Instruments
ASC 820, “Fair Value Measurement” (“ASC 820”) specifies a hierarchy of valuation techniques based onwhether the inputs to those valuation techniques are observable or unobservable. The standard describes thefollowing 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 exchange-traded
instruments. If no quoted market prices are available, the fair values of debt securities andover-the-counter derivative contracts in this category are determined using pricing models with inputs
that are 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
values are 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 27 to the consolidated financial statements included elsewhere in this annual
report.
Pension and Other Employee Benefit Plans
Mizuho Financial Group, its principal banking subsidiaries and certain other subsidiaries sponsor severance
indemnities and pension plans, which provide defined benefits to retired employees. Periodic expense andaccrued liabilities are computed based on a number of actuarial assumptions, including mortality, withdrawals,
discount rates, expected long-term rates of return on plan assets and rates of increase in future compensationlevels.
Actual results that differ from the assumptions are accumulated and amortized over future periods andtherefore generally affect future pension expenses. While our 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 look to interest rates on a portfolio of high-quality fixed-income
government and corporate bonds. The durations of such bonds closely match those of the benefit obligations.
Assumed discount rates are reevaluated at each measurement date.
The expected rate of return for each asset category 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 and other employee benefits, see note 20 to the consolidated
financial statements included elsewhere in this annual report.
72

Operating Results
The following discussion relates to our operating results for the fiscal years ended March 31, 2022 and2023. For the discussion on our operating results for the fiscal year ended March 31, 2021, including certain
comparative discussion on our operating results for the fiscal years ended March 31, 2021 and 2022, pleaserefer to “Item 5. Operating and Financial Review and Prospects—Operating Results” in our annual report on
Form 20-F for the fiscal year ended March 31, 2022, filed with the SEC on July 1, 2022.
The following table shows certain information as to our income, expenses and net income for the fiscal
years ended March 31, 2022 and 2023:
Fiscal years ended March 31,
2022
2023
(in billions of yen)Interest and dividend income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥1,444374¥3,3892,180

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

1,070
215

1,209
94

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

855
670
1,767

1,115
888
1,934

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

(242)
(141)

69
35

Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Net income attributable to noncontrolling interests . . . . . . . . . . . . . . . . . . . .

(101)
4

34
48

Net income (loss) attributable to MHFG shareholders . . . . . . . . . . . . . . . . . . . . . . . . . .

¥ (105)¥ (14)

The following is a discussion of major components of our net income (loss) attributable to MHFG
shareholders for the fiscal years ended March 31, 2022 and 2023.

73

Net Interest Income
The following table shows the average balances 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,
2022 and 2023:

Averagebalance

Fiscal years ended March 31,
2022
2023
Interest Interest
Average
Interest
amountratebalanceamountInterest
rate(in billions of yen, except percentages)

Domestic:
Interest-bearing deposits in other banks . . . . . . ¥ 35,407 ¥ 31
Call loans and funds sold . . . . . . . . . . . . . . . . . .
2,178—
Receivables under resale agreements andsecurities borrowing transactions . . . . . . . . . .
11,3401
Trading account assets . . . . . . . . . . . . . . . . . . . .
5,781
85
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28,80693
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
56,690473

0.09% ¥ 39,586(0.01)
3,367

¥

30
—

0.07%
0.01

0.01
1.47
0.32
0.83

8,649
5,938
28,172
57,462

47
96
96
558

0.54
1.61
0.34
0.97

Total interest-earning assets . . . . . . . . . . . .

140,202683

0.49

143,174827

0.58

Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Call money and funds purchased . . . . . . . . . . . .
Payables under repurchase agreements andsecurities lending transactions . . . . . . . . . . . .
Other short-term borrowings(1) . . . . . . . . . . . . . .
Trading account liabilities . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . .

95,350
1,211

7
—

0.01
0.01

96,854
1,602

71
1

0.07
0.10

5,975
7,100
2,190
11,098

6
2
46
176

0.10
0.03
2.09
1.59

7,140
3,503
4,277
12,587

68
5
56
229

0.95
0.16
1.32
1.82

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

122,924237

0.19

125,963430

0.34

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

17,278446

0.30

17,211397

0.24

13,701
557

26
1

0.19
0.28

16,626
1,019

476
14

2.86
1.34

8,353
13,513
4,979
32,295

35
160
54
485

0.43
1.18
1.07
1.50

9,049
11,582
5,191
37,035

261
330
79
1,402

2.88
2.85
1.53
3.79

Total interest-earning assets . . . . . . . . . . . .

73,398761

1.04

80,502

2,562

3.18

Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Call money and funds purchased . . . . . . . . . . . .
Payables under repurchase agreements andsecurities lending transactions . . . . . . . . . . . .
Other short-term borrowings(1) . . . . . . . . . . . . . .
Trading account liabilities . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . .

31,592
503

69
1

0.22
0.20

37,983
593

990
16

2.61
2.65

21,849
2,187
1,069
1,026

35
3
14
15

0.16
0.17
1.31
1.41

20,772
1,810
1,547
1,270

603
55
45
41

2.90
2.98
2.91
3.24

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

58,226137

0.24

63,975

1,750

2.73

Foreign:Interest-bearing deposits in other banks . . . . . .
Call loans and funds sold . . . . . . . . . . . . . . . . . .
Receivables under resale agreements andsecurities borrowing transactions . . . . . . . . . .
Trading account assets . . . . . . . . . . . . . . . . . . . .
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

15,172624

0.80

16,527812

0.45

Total:
Total interest-earning assets . . . . . . . . . . . . . . . .
Total interest-bearing liabilities . . . . . . . . . . . . .

213,600
181,150

1,444
374

0.68
0.21

223,676
189,938

3,389
2,180

1.52
1.15

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

¥ 32,450¥1,0700.47¥ 33,738¥1,2090.3774Note:(1) Other short-term borrowings consist of due to trust accounts, commercial paper and any other short-termborrowings.
Fiscal Year Ended March 31, 2023 Compared to Fiscal Year Ended March 31, 2022
Interest and dividend income increased by ¥1,945 billion, or 134.7%, from the previous fiscal year to¥3,389 billion in the fiscal year ended March 31, 2023. Domestic interest and dividend income accounted for¥827 billion of the total amount, an increase of ¥144 billion from the previous fiscal year. Foreign interest anddividend income accounted for ¥2,562 billion, an increase of ¥1,801 billion from the previous fiscal year.
Long-term interest rates in Japan continued to be in the vicinity of 0% under the Bank of Japan’s“Quantitative and Qualitative Monetary Easing with Yield Curve Control.” Short-term interest rates in Japan also
continued to be in the vicinity of 0%. However, yields at overseas branches were on the rise. Under suchcircumstances, the average yield on domestic loans increased by 0.14 percentage points from the previous fiscal
year to 0.97% in the fiscal year ended March 31, 2023, and the average rate on domestic deposits increased by
0.06 percentage points from the previous fiscal year to 0.07% in the fiscal year ended March 31, 2023. The
average yield on foreign loans increased by 2.29 percentage points from the previous fiscal year to 3.79% in thefiscal year ended March 31, 2023, and the average rate on foreign deposits increased by 2.39 percentage points
from the previous fiscal year to 2.61% in the fiscal year ended March 31, 2023.
The increase in domestic interest and dividend income was due mainly to an increase in interest income
from loans. The increase in interest income from loans was due mainly to an increase in the average yield.
Changes in the average yields on domestic interest-earning assets contributed to an increase in interest anddividend income of ¥134 billion, and changes in the average balance of domestic interest-earning assets
contributed to an increase of ¥10 billion, resulting in the ¥144 billion increase in domestic interest and dividend
income.
The increase in foreign interest and dividend income was due mainly to an increase in interest income fromforeign loans. The increase in interest income from foreign loans was due mainly to an increase in the average
yield. Changes in the average yield on foreign interest-earning assets contributed to an increase in interest anddividend income of ¥1,741 billion, and changes in the average balance of foreign interest-earning assets
contributed to an increase of ¥60 billion, resulting in the ¥1,801 billion overall increase in foreign interest anddividend income.
Interest expense increased by ¥1,806 billion from the previous fiscal year to ¥2,180 billion in the fiscal year
ended March 31, 2023. Domestic interest expense accounted for ¥430 billion of the total amount, an increase of¥193 billion from the previous fiscal year. Foreign interest expense accounted for ¥1,750 billion of the total
amount, an increase of ¥1,613 billion from the previous fiscal year.
The increase in domestic interest expense was due mainly to increases in interest expense from domestic
deposits and domestic payables under repurchase agreements and securities lending transactions, which wereprimarily a result of an increase in average interest rates. The changes in the average interest rates on domestic
interest-bearing liabilities contributed to an increase in interest expense of ¥125 billion, and the changes in the
average balance of domestic interest-bearing liabilities contributed to an increase in interest expense of¥68 billion, resulting in the ¥193 billion overall increase in domestic interest expense.
The increase in foreign interest expense was due mainly to increase in the average rates on foreign deposits.
The changes in the average interest rates on foreign interest-bearing liabilities contributed to an increase ininterest expense of ¥1,592 billion, and the changes in the average balance of foreign interest-bearing liabilities
contributed to an increase in interest expense of ¥21 billion, resulting in the ¥1,613 billion overall increase inforeign interest expense.
75

As a result of the foregoing, net interest income increased by ¥139 billion, or 13.0%, from the previous
fiscal year to ¥1,209 billion. The average interest rate spread slightly declined by 0.1 percentage points from theprevious fiscal year to 0.37% in the fiscal year ended March 31, 2023. The decline of the average interest rate
spread was not significant because both the average yields on total interest-earning assets and the average interest
rates on total interest-bearing liabilities generally netted out between these periods.
Provision (Credit) for Credit Losses
Fiscal Year Ended March 31, 2023 Compared to Fiscal Year Ended March 31, 2022
Provision for credit losses decreased by ¥121 billion, or 56.3%, from the previous fiscal year to ¥94 billion
in the fiscal year ended March 31, 2023. The decrease was due mainly to the absence of the significant provision
for credit losses on loans related to a certain large corporate borrower that was recorded in the previous fiscal
year, which was offset in part by provision for credit losses on loans related to a number of certain other large
corporate borrowers in the fiscal year ended March 31, 2023.
Noninterest Income
The following table shows a breakdown of noninterest income for the fiscal years ended March 31, 2022
and 2023:
Fiscal years ended March 31,
2022

2023

(in billions of yen)

Fee and commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fee and commission from lending business . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fee and commission from securities-related business . . . . . . . . . . . . . . . . . . . . .
Fee and commission from trust related business . . . . . . . . . . . . . . . . . . . . . . . . .
Fee and commission from asset management business . . . . . . . . . . . . . . . . . . . .
Fee and commission from remittance business . . . . . . . . . . . . . . . . . . . . . . . . . .
Fee and commission from guarantee related business . . . . . . . . . . . . . . . . . . . . .
Fee and commission from agency business . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fee and commission from deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fees for other customer services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange gains (losses)—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account gains (losses)—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment gains (losses)—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity in earnings (losses) of equity method investees—net . . . . . . . . . . . . . . . . . . . .
Gains on disposal of premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other noninterest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥ 980
163
184
142
122
104
35
37
15
178
92
(492)
(76)
(15)
(61)
35
10
121

¥ 984
194
190
130
109
104
41
37
16
163
190
(604)
141
5
136
(27)
5
199

Total noninterest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥ 670

¥ 888

Fiscal Year Ended March 31, 2023 Compared to Fiscal Year Ended March 31, 2022
Noninterest income increased by ¥218 billion, or 32.5%, from the previous fiscal year to ¥888 billion in thefiscal year ended March 31, 2023. The increases were due mainly to investment gains—net of ¥141 billion
compared to investment losses—net of ¥76 billion in the previous fiscal year, and an increase in foreignexchange gains—net of ¥98 billion, offset in part by an increase in trading account losses—net of ¥112 billion.
Fee and commission
Fee and commission increased by ¥4 billion, or 0.4%, from the previous fiscal year to ¥984 billion in thefiscal year ended March 31, 2023. The increase was due mainly to an increase in fee and commission from76

lending business of ¥31 billion, or 19.0%. The increase in fee and commission from lending business was due
mainly to an increase in fee and commission earned from foreign branches of principal banking subsidiaries.
Foreign exchange gains (losses)—net
Foreign exchange gains—net increased by ¥98 billion, or 106.5%, from the previous fiscal year to¥190 billion in the fiscal year ended March 31, 2023. The increase was due mainly to fluctuations in foreignexchange rates in the fiscal year ended March 31, 2023.
Trading account gains (losses)—net
Trading account losses—net increased by ¥112 billion, or 22.8%, from the previous fiscal year to¥604 billion in the fiscal year ended March 31, 2023. The increase in trading account losses reflects how,although losses on sale of securities in foreign subsidiary decreased, gains on the valuation of derivatives inforeign subsidiary decreased by a larger amount, resulting in an overall increase in losses.
Investment gains (losses)—net
Investment gains (losses)—net was a gain of ¥141 billion in the fiscal year ended March 31, 2023 compared
to a loss of ¥76 billion in the previous fiscal year, among which investment gains—net related to equity securities
was a gain of ¥136 billion in the fiscal year ended March 31, 2023 compared to a loss of ¥61 billion in theprevious fiscal year. The increase in investment gains related to equity securities was due mainly to an increasein gains related to changes in the fair value of Japanese equity securities in the fiscal year ended March 31, 2023,
which mostly reflected the strength in market conditions. For further information, see note 3 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, 2022
and 2023:
Fiscal years ended March 31,
2022

2023

(in billions of yen)

Salaries and employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Occupancy expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fee and commission expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision (credit) for credit losses on off-balance-sheet instruments . . . . . . . . . . . . .
Other noninterest expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥ 669
611
202
204
(15)
96

¥ 694
693
165
202
7
173

Total noninterest expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥1,767¥1,934

Fiscal Year Ended March 31, 2023 Compared to Fiscal Year Ended March 31, 2022
Noninterest expenses increased by ¥167 billion, or 9.5%, from the previous fiscal year to ¥1,934 billion in
the fiscal year ended March 31, 2023. The increase was due mainly to an increase in general and administrative
expenses of ¥82 billion, or 13.4%, and an increase in other noninterest expenses of ¥77 billion, or 80.2%.
General and administrative expenses
General and administrative expenses increased by ¥82 billion, or 13.4%, from the previous fiscal year to¥693 billion in the fiscal year ended March 31, 2023. The increase was due mainly to increases in property
expenses and in depreciation of the next-generation IT systems at our securities subsidiary over their useful life.
77Other noninterest expenses
Other noninterest expenses increased by ¥77 billion, or 80.2%, from the previous fiscal year to ¥173 billion
in the fiscal year ended March 31, 2023.
Income Tax Expense (Benefit)
The following table shows the components of income tax expense (benefit) for the fiscal years ended
March 31, 2022 and 2023:
Fiscal years ended March 31,
2022
2023
(in billions of yen)

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

¥ 42
72

¥ 22
157

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

114

179

(256)
1

(147)
3

Total deferred tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(255)

(144)

Total income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥(141)¥ 35

Fiscal Year Ended March 31, 2023 Compared to Fiscal Year Ended March 31, 2022
Income tax expense (benefit) was an expense of ¥35 billion in the fiscal year ended March 31, 2023
compared to a benefit of ¥141 billion in the previous fiscal year. Current income tax expense in the fiscal year
ended March 31, 2023 increased by ¥65 billion from the previous fiscal year to ¥179 billion. Deferred income tax
benefit in the fiscal year ended March 31, 2023 decreased by ¥111 billion to ¥144 billion from the previous fiscal
year. The increase in current tax expense was due mainly to an increase in the taxable income of foreignsubsidiaries. The decrease in deferred tax benefit was due mainly to a decrease in the temporary differences ofour principal banking subsidiaries.
We consider the sales of available-for-sale securities and equity securities to be a qualifying tax-planning
strategy that is a possible source of future taxable income to the extent necessary in the future mainly withrespect to our principal banking subsidiaries in Japan. The reliance on this tax-planning strategy of our
subsidiaries in Japan was immaterial.

78

The following table shows the components of deferred tax assets (liabilities) as of March 31, 2022 and2023:
As of March 31,
2022
2023
(in billions of yen)

Deferred tax assets:
Allowance for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥ 292
184
118
52
65
8
183
224

¥ 270
176
174
161
54
13
168
256

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

1,126

1,272

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

(163)

(199)

Deferred tax assets, net of valuation allowance . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities:
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid pension cost and accrued pension liabilities . . . . . . . . . . . . . . . . . . . . . .
Right-of-use assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

963

1,073

213
221
177
104

264
224
169
55

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

715

712

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

¥ 248

¥ 361

Net Income Attributable to Noncontrolling Interests
Fiscal Year Ended March 31, 2023 Compared to Fiscal Year Ended March 31, 2022
Net income attributable to noncontrolling interests increased by ¥44 billion from the previous fiscal year to¥48 billion in the fiscal year ended March 31, 2023.
Net Income (loss) Attributable to MHFG Shareholders
Fiscal Year Ended March 31, 2023 Compared to Fiscal Year Ended March 31, 2022
As a result of the foregoing, net loss attributable to MHFG shareholders decreased by ¥91 billion, or 86.7%,
from the previous fiscal year to ¥14 billion in the fiscal year ended March 31, 2023.
Business Segments Analysis
The following discussion relates to our business segment analysis for the fiscal years ended March 31, 2022
and 2023. For the discussion on our business segment analysis for the fiscal year ended March 31, 2021,
including certain comparative discussion on our operating results for the fiscal years ended March 31, 2021 and
2022, please refer to “Item 5. Operating and Financial Review and Prospects—Business Segment Analysis” inour annual report on Form 20-F for the fiscal year ended March 31, 2022, filed with the SEC on July 1, 2022.
Our business segment information is prepared based on the internal management reporting systems used bymanagement to measure the performance of our business segments under Japanese GAAP. Since figures reported
to management are prepared under Japanese GAAP, they are not consistent with the consolidated financial
79

statements prepared in accordance with U.S. GAAP. This difference is addressed in note 30 to our consolidated
financial statements included elsewhere in this annual report, where a reconciliation to U.S. GAAP of the total
amount of all business segments is provided.
We manage our group under an in-house company system based on our diverse customer segments. The aimof this system is to leverage our strengths and competitive advantage, which is the seamless integration of ourbanking, trust banking and securities functions under a holding company structure, to speedily provide highquality financial services that closely match customer needs.
Specifically, the company system was classified into the following five in-house companies, each based on acustomer segment until March 31, 2023: the Retail & Business Banking Company, the Corporate & Institutional
Company, the Global Corporate Company, the Global Markets Company, and the Asset Management Company.
We regarded these customer segments as our operating segments.
On April 1, 2023, we integrated the Corporate & Institutional Company with the investment banking
functions of the Global Products Unit to establish a new Corporate & Investment Banking Company, and the
Global Corporate Company changed its name to become the Global Corporate & Investment Banking Company.
For a brief description of each of our business segments, see note 30 to our consolidated financial statements
included elsewhere in this annual report.
Results of Operations by Business Segment
Consolidated Results of Operations
Consolidated gross profits + net gains related to ETFs and others for the fiscal year ended March 31, 2023
were ¥2,280.2 billion, an increase of ¥25.7 billion compared to the fiscal year ended March 31, 2022.
Consolidated general and administrative expenses for the fiscal year ended March 31, 2023 were
¥1,473.6 billion, an increase of ¥58.6 billion compared to the fiscal year ended March 31, 2022. Consolidated
equity in earnings of equity method investees—net for the fiscal year ended March 31, 2023 was ¥11.9 billion, adecrease of ¥13.5 billion compared to the fiscal year ended March 31, 2022. Consolidated net business profits +net gains related to ETFs and others for the fiscal year ended March 31, 2023 were ¥807.1 billion, a decrease of¥46.1 billion compared to the fiscal year ended March 31, 2022.

Fiscal year ended March 31, 2022(1) :Mizuho Financial Group (Consolidated)
Retail &Business Corporate & Global
GlobalAsset
Banking Institutional Corporate Markets Management
Company Company Company Company Company Others(6)Total(in billions of yen)

Gross profits + Net gains (losses) related
to ETFs and others(2) . . . . . . . . . . . . . . ¥715.0
General and administrative
expenses(3) . . . . . . . . . . . . . . . . . . . . . . 623.7
Equity in earnings (losses) of equity
method investees—net . . . . . . . . . . . .
5.9
Amortization of goodwill and others . . .
2.2¥494.4¥592.8¥388.1

¥59.5

201.4

300.0

234.7

33.4

21.8

1,415.0

3.8
0.1

16.0
0.4

—
0.8

1.5
7.2

(1.8)
1.0

25.4
11.7

Net business profits (losses)(4) + Net
gains (losses) related to ETFs andothers . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 95.0

¥296.7¥308.4¥152.6¥20.4¥ (19.9) ¥ 853.2

Fixed assets(5) . . . . . . . . . . . . . . . . . . . . . ¥493.0¥159.1¥161.8¥ 88.5¥—¥794.9 ¥1,697.3

80¥

4.7 ¥2,254.5

Fiscal year ended March 31, 2023(1) :Mizuho Financial Group (Consolidated)
Retail &Business Corporate & Global
GlobalAsset
Banking Institutional Corporate Markets Management
Company Company Company Company Company Others(6)Total(in billions of yen)

Gross profits + Net gains (losses) related
to ETFs and others(2) . . . . . . . . . . . . . . ¥704.0
General and administrative
expenses(3) . . . . . . . . . . . . . . . . . . . . . . 611.6
Equity in earnings (losses) of equity
method investees—net . . . . . . . . . . . . (17.0)
Amortization of goodwill and others . . .
2.1
Net business profits (losses)(4) + Net
gains (losses) related to ETFs andothers . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 73.3
Fixed assets(5) . . . . . . . . . . . . . . . . . . . . . ¥489.3¥502.3¥672.2¥321.2¥55.2¥ 25.3 ¥2,280.2

197.3

323.0

258.0

35.2

48.5

1,473.6

6.4
0.1

22.8
0.7

—
0.8

0.2
6.8

(0.5)
0.9

11.9
11.4

¥311.3¥371.3¥ 62.4¥13.4¥ (24.6) ¥ 807.1¥150.1¥173.7¥ 87.9¥—¥777.6 ¥1,678.6

Notes:(1) Income and expenses of foreign branches of Mizuho Bank and foreign subsidiaries with functional
currencies other than Japanese Yen have been translated for purposes of segment reporting using thebudgeted foreign currency rates. Prior period comparative amounts for such foreign currency income andexpenses have been translated using current period budgeted foreign currency rates.
(2) “Gross profits + Net gains (losses) related to ETFs and others” is reported instead of sales reported bygeneral corporations. Gross profits is defined as the sum of net interest income, fiduciary income, net fee
and commission income, net trading income and net other operating income. Net gains (losses) related to
ETFs and others consist of net gains (losses) on ETFs held by Mizuho Bank and Mizuho Trust & Banking
on their non-consolidated basis and net gains (losses) on operating investment securities of Mizuho
Securities on its consolidated basis. For the fiscal years ended March 31, 2022 and 2023, net gains (losses)
related to ETFs and others amounted to ¥1.9 billion and ¥1.8 billion, respectively, of which ¥2.3 billion and¥(0.3) billion are included in “Global Markets Company,” respectively.
(3) “General and administrative expenses” excludes non-allocated gains (losses), net.
(4) Net business profits (losses) is used in Japan as a measure of the profitability of core banking operations,and is defined as gross profits (as defined above) less general and administrative expenses (excluding
non-allocated gains (losses), net) plus equity in earnings (losses) of equity method investees—net lessamortization of goodwill and others. Measurement of net business profits (losses) is required for regulatory
reporting to the Financial Services Agency of Japan.
(5) “Fixed assets” is presented based on Japanese GAAP and corresponds to the total amount of the following
U.S. GAAP accounts: Premises and equipment-net; Goodwill; Intangible assets; and right-of-use assets
related to operating leases included in Other assets. The above table does not include other asset amounts
because “Fixed assets” is the only balance sheet metric that management uses when evaluating and making
decisions pertaining to the operating segments. “Others” in “Fixed assets” includes assets of headquartersthat have not been allocated to each segment, “Fixed assets” pertaining to consolidated subsidiaries that are
not subject to allocation, consolidating adjustments, and others. Certain “Fixed assets” expenses have been
allocated to each segment using reasonable allocation criteria.
(6) “Others” includes the following items:• profits and expenses pertaining to consolidated subsidiaries that are not subject to allocation;• consolidating adjustments, including elimination of internal transaction between each segment;• equity in earnings (losses) of equity method investees—net that are not subject to allocation; and• profits and losses pertaining to derivative transactions that reflect the counterparty risk of theindividual parties and other factors in determining fair market value.

81

Fiscal Year Ended March 31, 2023 Compared to Fiscal Year Ended March 31, 2022
Retail & Business Banking Company
Gross profits + net gains related to ETFs and others for the fiscal year ended March 31, 2023 were¥704.0 billion, a decrease of ¥11.0 billion, or 1.5%, compared to the fiscal year ended March 31, 2022. The
decrease was attributable mainly to a decrease in commission income from sales of investment products toindividuals.
General and administrative expenses for the fiscal year ended March 31, 2023 decreased by ¥12.1 billion, or
1.9%, compared to the fiscal year ended March 31, 2022 to ¥611.6 billion.
Equity in losses of equity method investees—net for the fiscal year ended March 31, 2023 were¥17.0 billion, a decrease in equity in earnings of equity method investees—net of ¥22.9 billion compared to thefiscal year ended March 31, 2022.
As a result, net business profits + net gains related to ETFs and others for the fiscal year ended March 31,
2023 decreased by ¥21.7 billion, or 22.8%, compared to the fiscal year ended March 31, 2022 to ¥73.3 billion.
Corporate & Institutional Company
Gross profits + net gains related to ETFs and others for the fiscal year ended March 31, 2023 were¥502.3 billion, an increase of ¥7.9 billion, or 1.6%, compared to the fiscal year ended March 31, 2022. The
increase was attributable mainly to an increase in net interest income.
General and administrative expenses for the fiscal year ended March 31, 2023 decreased by ¥4.1 billion, or
2.0%, compared to the fiscal year ended March 31, 2022 to ¥197.3 billion.
Equity in earnings of equity method investees—net for the fiscal year ended March 31, 2023 increased by¥2.6 billion, or 68.4%, compared to the fiscal year ended March 31, 2022 to ¥6.4 billion.
As a result, net business profits + net gains related to ETFs and others for the fiscal year ended March 31,
2023 increased by ¥14.6 billion, or 4.9%, compared to the fiscal year ended March 31, 2022 to ¥311.3 billion.
Global Corporate Company
Gross profits + net gains related to ETFs and others for the fiscal year ended March 31, 2023 were¥672.2 billion, an increase of ¥79.4 billion, or 13.4%, compared to the fiscal year ended March 31, 2022. The
increase was attributable mainly to an increase in net interest income.
General and administrative expenses for the fiscal year ended March 31, 2023 increased by ¥23.0 billion, or
7.7%, compared to the fiscal year ended March 31, 2022 to ¥323.0 billion.
Equity in earnings of equity method investees—net for the fiscal year ended March 31, 2023 increased by¥6.8 billion, or 42.5%, compared to the fiscal year ended March 31, 2022 to ¥22.8 billion.
As a result, net business profits + net gains related to ETFs and others for the fiscal year ended March 31,
2023 increased by ¥62.9 billion, or 20.4%, compared to the fiscal year ended March 31, 2022 to ¥371.3 billion.
Global Markets Company
Gross profits + net losses related to ETFs and others for the fiscal year ended March 31, 2023 were¥321.2 billion, a decrease of ¥66.9 billion, or 17.2%, compared to the fiscal year ended March 31, 2022. The
decrease was attributable mainly to a decrease in banking income due to realized losses on foreign bonds.
82

General and administrative expenses for the fiscal year ended March 31, 2023 increased by ¥23.3 billion, or
9.9%, compared to the fiscal year ended March 31, 2022 to ¥258.0 billion.
As a result, net business profits + net losses related to ETFs and others for the fiscal year ended March 31,
2023 decreased by ¥90.2 billion, or 59.1%, compared to the fiscal year ended March 31, 2022 to ¥62.4 billion.
Asset Management Company
Gross profits + net gains related to ETFs and others for the fiscal year ended March 31, 2023 decreased by¥4.3 billion, or 7.2%, compared to the fiscal year ended March 31, 2022 to ¥55.2 billion. The decrease wasattributable mainly to a decrease in profits relating to publicly offered investment trusts.
General and administrative expenses for the fiscal year ended March 31, 2023 increased by ¥1.8 billion, or
5.4%, compared to the fiscal year ended March 31, 2022 to ¥35.2 billion.
Equity in earnings of equity method investees—net for the fiscal year ended March 31, 2023 decreased by¥1.3 billion, or 86.7%, compared to the fiscal year ended March 31, 2022 to ¥0.2 billion.
As a result, net business profits + net gains related to ETFs and others for the fiscal year ended March 31,
2023 decreased by ¥7.0 billion, or 34.3%, compared to the fiscal year ended March 31, 2022 to ¥13.4 billion.
Geographical Segment Analysis
The following discussion relates to our geographical segment analysis for the fiscal years ended March 31,
2022 and 2023. For the discussion on our geographical segment analysis for the fiscal year ended March 31,
2021, including certain comparative discussion on our operating results for the fiscal years ended March 31,
2021 and 2022, please refer to “Item 5. Operating and Financial Review and Prospects—Geographical Segment
Analysis” in our annual report on Form 20-F for the fiscal year ended March 31, 2022, filed with the SEC on
July 1, 2022.

83

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.
Americas
UnitedStatesOthersJapan

EuropeAsia/Oceania
excludingJapan,and others

Total(in billions of yen)

Fiscal year ended March 31, 2022:
Total revenue(1) . . . . . . . . . . . . . . . . . . . .
Total expenses(2) . . . . . . . . . . . . . . . . . . .

¥Income (loss) before income tax
expense (benefit) . . . . . . . . . . . . . . . .
Net income (loss) . . . . . . . . . . . . . .
Total assets at end of fiscal year . . . . . .
Fiscal year ended March 31, 2023:
Total revenue(1) . . . . . . . . . . . . . . . . . . . .
Total expenses(2) . . . . . . . . . . . . . . . . . . .

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

¥

563
265

(723)

298

(509) ¥

275

¥

42
19

¥

185
189

23
¥

18

¥

(4)
¥

(16)

333
169

¥

164
¥

131

2,114
2,356
(242)

¥

(101)

¥155,111¥36,766¥3,668¥15,796¥20,210¥231,551

¥

1,105
1,784

¥ 1,841
1,455

¥

¥

¥

¥

(679)

386

(555) ¥

297

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

991
1,714

¥

¥161,349¥45,516

93
85

446
413

8
¥

2

¥3,58033¥

20¥16,635

792
471
321

¥

270

¥21,701

4,277
4,208
69

¥

34

¥248,781

Notes:(1) Total revenue includes interest and dividend income and noninterest income.
(2) Total expenses include interest expense, provision (credit) for credit losses and noninterest expenses.
Fiscal Year Ended March 31, 2023 Compared to Fiscal Year Ended March 31, 2022
In the fiscal year ended March 31, 2023, we recorded a net loss in Japan. Among the geographical regions inwhich we recorded net income, 50.5% of our net income was derived from the United States, 0.3% from theAmericas excluding the United States, 3.4% from Europe and 45.8% from Asia/Oceania excluding Japan, andothers. At March 31, 2023, 64.9% of total assets were allocated to Japan, 18.3% to the United States, 1.4% to theAmericas excluding the United States, 6.7% to Europe and 8.7% to Asia/Oceania excluding Japan, and others.
In Japan, total revenue increased by ¥114 billion from the previous fiscal year due primarily to a change
from investment losses related to equity securities to investment gains related to equity securities and an increase
in interest income from loans, including fees, offset in part by an increase in trading account losses—net. Thechange from investment losses related to equity securities to investment gains related to equity securities was due
mainly to an increase in gains related to changes in the fair value of Japanese equity securities in the fiscal year
ended March 31, 2023, which mostly reflected the strength in market conditions. The increase in interest income
from loans, including fees, was due mainly to an increase in the average yield. The increase in trading accountlosses—net was due mainly to an increase in losses on the valuation of derivatives. Total expenses increased by¥70 billion from the previous fiscal year due mainly to increases in expenses on deposits, payables under
repurchase agreements and securities lending transactions and long-term debt, offset in part by a decrease inprovision for credit losses on loans. In addition, income tax benefit decreased by ¥90 billion from the previous
fiscal year to ¥124 billion in the fiscal year ended March 31, 2023. As a result, net loss in Japan increased by¥46 billion. Total assets in Japan increased by ¥6,238 billion due primarily to an increase in interest-bearing
deposits in other banks, offset in part by a decrease in investments.
84

In the United States, total revenue increased by ¥1,278 billion due primarily to increases in interest income
from loans, including fees, interest-bearing deposits in other banks and receivables under resale agreements andsecurities borrowing transactions. The increases in interest income from loans, including fees, interest-bearing
deposits in other banks and receivables under resale agreements and securities borrowing transactions were due
mainly to an increase in the average yield. Total expenses increased by ¥1,190 billion due mainly to increases in
expenses on deposits and payables under repurchase agreements and securities lending transactions. As a result,net income in the United States increased by ¥22 billion. Total assets in the United States increased by¥8,750 billion due primarily to increases in trading account assets and loans.
In the Americas excluding the United States, total revenue increased by ¥51 billion due primarily to anincrease in interest income from loans, including fees. Total expenses increased by ¥66 billion due mainly to anincrease in expense on deposits. As a result, net income in the Americas excluding the United States decreasedby ¥16 billion. Total assets in the Americas excluding the United States decreased by ¥88 billion due primarily todecreases in trading account assets and interest-bearing deposits in other banks, offset in part by an increase ininvestments.
In Europe, total revenue increased by ¥261 billion due primarily to an increase in interest income fromloans, including fees. Total expenses increased by ¥224 billion due mainly to an increase in expenses on deposits.
As a result, we recorded net income of ¥20 billion in Europe in the fiscal year ended March 31, 2023 comparedto net loss of ¥16 billion in the previous fiscal year. Total assets in Europe increased by ¥839 billion due
primarily to an increase in trading account assets, offset in part by a decrease in receivables under resaleagreements.
In Asia/Oceania excluding Japan, and others, total revenue increased by ¥459 billion due primarily to anincrease in interest income from loans, including fees. Total expenses increased by ¥302 billion due mainly to anincrease in expenses on deposits. As a result, net income in Asia/Oceania excluding Japan, and others increasedby ¥139 billion. Total assets in Asia/Oceania excluding Japan, and others increased by ¥1,491 billion due
primarily to increases in trading account assets and cash and due from banks.

85

Financial Condition
AssetsOur assets as of March 31, 2022 and 2023 were as follows:
As of March 31,
Increase
2022
2023(decrease)(in billions of yen)

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 credit losses on loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥2,290 ¥ 2,242 ¥ (48)49,88465,75015,866
1,102
1,647
545
12,751
11,695(1,056)
2,339
1,892
(447)
24,652
29,641
4,989
37,34829,643(7,705)90,291
94,176
3,885
(810)
(701)
109

Loans, net of allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Premises and equipment—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due from customers on acceptances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

89,481
1,704
272
322
93
48
277
8,988

93,475
1,654
406
511
93
45
387
9,700

3,994
(50)
134
189
—
(3)
110
712

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

¥231,551¥248,781¥17,230

Total assets increased by ¥17,230 billion from March 31, 2022 to ¥248,781 billion as of March 31, 2023.
The increase was due mainly to increases of ¥15,866 billion in interest-bearing deposits in other banks,¥4,989 billion in trading account assets and ¥3,994 billion in loans, net of allowance, offset in part by decreasesof ¥7,705 billion in investments and ¥1,056 billion in receivables under resale agreements.

86LoansLoans outstanding
The following table shows our loans outstanding as of March 31, 2022 and 2023:
As of March 31,
Increase
2022
2023(decrease)(in billions of yen, except percentages)

Domestic:
Corporate:
Large companies . . . . . . . . . . . . . . . . . . . . . . . . . ¥42,044
Small and medium-sized companies . . . . . . . . . .
3,157
Retail:Housing loan . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,782
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,707
Sovereign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,660
Banks and other financial institutions . . . . . . . . . . . . .
682

46.6% ¥43,365
3.5
2,999

46.0% ¥1,321 (0.6%)
3.2(158) (0.3)

8.6
1.9
1.8
0.8

7,507
1,548
1,866
645

8.0
1.6
2.0
0.7

(275) (0.6)(159) (0.3)
206 0.2(37) (0.1)
898

Total domestic . . . . . . . . . . . . . . . . . . . . . . .
Foreign:
Corporate(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sovereign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . . . . . . . . .

57,03263.2

57,930

61.5

(1.7)

30,889
11
587
1,772

34.2
0.0
0.6
2.0

33,250
9
478
2,509

35.3
0.0
0.5
2.7

2,361 1.1
(2) 0.0(109) (0.1)
737 0.7

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

33,25936.8

36,246

38.5

2,987

1.7

Total loans before allowance for credit losses on loans . . .

¥90,291

100.0% ¥94,176

100.0% ¥3,885

—

Note:
(1) Corporate under Foreign includes ¥216 billion and ¥184 billion of lease receivables that are receivables
arising from direct financing leasing for the fiscal years ended March 31, 2022 and 2023, respectively.
Loans are generally carried at the principal amount adjusted for unearned income and deferred net
nonrefundable loan fees and costs. The total amounts of unearned income and deferred net nonrefundable loan
fees and costs were ¥196 billion and ¥238 billion at March 31, 2022 and 2023, respectively.
Total loans before allowance for credit losses on loans increased by ¥3,885 billion from March 31, 2022 to¥94,176 billion as of March 31, 2023. Loans to domestic borrowers increased by ¥898 billion to ¥57,930 billion
due mainly to an increase in loans to large companies.
Loans to foreign borrowers increased by ¥2,987 billion from March 31, 2022 to ¥36,246 billion as ofMarch 31, 2023. The increase in loans to foreign borrowers was due mainly to an increase in loans to corporate
borrowers in the United States.
Within our loan portfolio, the proportion of loans to domestic borrowers against gross total loans decreased
from 63.2% to 61.5%, while that of loans to foreign borrowers against gross total loans increased from 36.8% to38.5%. Loans to foreign borrowers were regionally diversified.
Nonaccrual Loans
General
In accordance with our group’s credit risk management policies, we use an internal rating system thatconsists of credit ratings for the corporate portfolio segment and pool allocations for the retail portfolio segment
as the basis of our risk management infrastructure. Credit ratings consist of obligor ratings which represent the87

level of credit risk of the obligor, and transaction ratings which represent the ultimate possibility of losses
expected on individual loans by taking into consideration various factors such as collateral or guarantees
involved. In principle, obligor ratings are applied to all obligors except those to which pool allocations areapplied, and are subject to regular review at least once a year as well as special review which is required
whenever the obligor’s credit standing changes. Pool allocations are applied to small loans that are less than aspecified amount by pooling customers and loans with similar risk characteristics, and the risk is assessed mainly
based on past due status and managed according to such pools. We generally review the appropriateness andeffectiveness of the approach to obligor ratings and pool allocations once a year in accordance withpredetermined policies and procedures.
We do not record expected credit losses for accrued interest receivables because uncollectible accrued
interest is reversed through interest income in a timely manner in line with our nonaccrual and past due policies
for loans. The amount of accrued interest receivables was ¥81 billion and ¥198 billion at March 31, 2022 and2023, respectively and included in accrued income.
The table below presents our definition of obligor ratings used by Mizuho Bank and Mizuho Trust &Banking:
Obligor category(1)(2)

Obligor rating

Definition

NormalA

Obligors whose certainty of debt fulfillment is very high, hence their level ofcredit risk is very low.
Obligors whose certainty of debt fulfillment poses no problems for theforeseeable future, and their level of credit risk is low.
Obligors whose certainty of debt fulfillment and their level of credit risk pose
no problems for the foreseeable future.
Obligors whose current certainty of debt fulfillment poses no problems,
however, their resistance to future economic environmental changes is low.
Obligors that require observation going forward because of either minor
concerns regarding their financial position, or their somewhat weak or
unstable business conditions.
Obligors that require special observation going forward because of problems
with their borrowings such as reduced or suspended interest payments,
problems with debt fulfillment such as failure to make principal or interest
payments, or problems with their financial position as a result of their weak or
unstable business conditions.
Obligors that are not yet bankrupt but are in financial difficulties and are
deemed likely to become bankrupt in the future because of insufficient
progress in implementing their management improvement plans or othermeasures (including obligors that are receiving ongoing support from financial
institutions).
Obligors that have not yet become legally or formally bankrupt but aresubstantially insolvent because they are in serious financial difficulties and are
deemed to be incapable of being restructured.
Obligors that have become legally or formally bankrupt.

B
C
D
Watch

E1

E2

Intensive control

F

Substantiallybankrupt

G

Bankrupt

H

Notes:(1) Special attention obligors are watch obligors with debt in troubled debt restructuring or 90 days or moredelinquent debt. Loans to such obligors are considered nonaccrual.
(2) We classify loans to special attention, intensive control, substantially bankrupt and bankrupt obligors as
nonaccrual loans.
We consider loans to be nonaccrual 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 loans. We classify loans to88special attention, intensive control, substantially bankrupt and bankrupt obligors as nonaccrual loans. We do nothave any loans to borrowers that cause management to have serious doubts as to the ability of such borrowers tocomply with the present loan repayment terms for the periods presented other than those already designated as
nonaccrual loans. See “Item 11. Quantitative and Qualitative Disclosures about Credit, Market and Other Risk—
Credit Risk Management” for descriptions of our self-assessment procedures and our internal credit rating
system.
Our credit management activities consist of activities such as efforts to provide management consultation to
support borrowers’ business initiatives, to increase the quantity and enhance the quality of loan collateral, and toadjust loan balances to an appropriate level, when the borrower’s credit quality is showing a decline. These
activities can lead to improvements in obligor classifications through improvements in the business and financial
condition of borrowers and, as a result, a reduction in allowance for credit losses on loans.
We attempt to remove nonaccrual loans from our balance sheet within three years from the time when they
are categorized through methods such as collection, charge-offs, disposal and improving the borrowers’ credit
rating through restructuring efforts.
Loan modifications
Restructuring efforts are made through our various business revitalization support measures conductedbased on requests from borrowers that are in a weakened state that require some form of support. Whenconfronted with the decision of whether to agree to business revitalization support, which includes forgiveness ofdebt (including debt to equity swaps), reductions in stated interest rates to below market levels and postponementof payment of principal and/or interest (other than insignificant extensions), we carefully consider whether it isbeneficial to our shareholders and depositors based on various factors such as whether (i) a legal reorganization
process would significantly damage the obligor’s business value so that there is a fear that the obligor will not beable to restructure its business, (ii) the restructuring plan is appropriate and is economically rational from theviewpoint of minimizing Mizuho’s losses compared to other processes, (iii) both the management andshareholders of the obligor will clearly bear responsibility, and (iv) the allocation of losses among creditors isrational and highly justifiable. The triggers and factors that we review to identify restructured loans are
modifications imposed by law or a court of law and alterations based on agreement with the borrower such as the
reduction of the stated interest rate and forgiveness of debt (including debt to equity swaps), and we consider
restructured loans, with respect to which concessions that it would not otherwise consider were granted to
obligors in financial difficulty, as “troubled debt restructuring.” We consider the relevant obligor to be infinancial difficulty when its rating based on our internal rating system is E2 or below. The types of concessions
that we would not otherwise consider include the various forms of business revitalization support describedabove. In general, troubled debt restructurings will return to accrual loans when we determine that the borrower
poses no problems regarding current certainty of debt fulfillment, i.e., the borrower qualifies for a rating of D orabove based on our internal rating system. Based on our historical experience, it typically takes approximately
1.5 years for the troubled debt restructuring loans in nonaccrual status to be returned to accrual status.
We determine whether restructured loans other than troubled debt restructurings are nonaccrual loans basedon the application of our internal rating system as we do generally with respect to all obligors. We determine
whether restructured loans are past due or current by comparing the obligors’ payments with the modified
contract terms. The effect of the restructuring on the obligors is considered in developing the allowance based on
the restructuring’s effect on the estimation of future cash flows of such loans. At March 31, 2023, the balance ofrestructurings that are troubled debt restructurings was ¥390 billion, and the balance of restructurings that are nottroubled debt restructurings was ¥22 billion. Also, the amount of charge-offs recorded as a result of troubled debt
restructurings that were made during the fiscal year ended March 31, 2023 was ¥141 billion.
While we maintain basic guidelines covering restructured loans, we do not have any standardized
modification programs. Instead, we apply various modifications as appropriate for the specific circumstances89

of the obligor in question. We do not have a policy that specifically limits the number of modifications that canbe performed for a specific loan.
Balance of nonaccrual loans
The following table shows our nonaccrual loans as of March 31, 2022 and 2023:
As of March 31,
2022
2023
Increase (decrease)
Nonaccrual Ratio to gross Nonaccrual Ratio to gross Nonaccrual Ratio to grossloans
total loans
loans
total loans
loans
total loans(in billions of yen, except percentages)

Domestic:
Corporate:
Large companies . . . . .
Small andmedium-sizedcompanies . . . . . . . .
Retail:Housing loan . . . . . . . .
Others . . . . . . . . . . . . .

¥ 800

1.9%

¥ 980

2.3%

¥180

0.4%

140

4.5

122

4.1

(18)

(0.4)

49
62

0.6
3.6

39
55

0.5
3.6

(10)
(7)

(0.1)
0.0

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

1,051
117

1.8
0.4

1,196
136

2.1
0.4

145
19

0.3
0.0

Total nonaccrual loans . . . .

¥1,1681.3¥1,332

1.4

¥164

0.1

Nonaccrual loans increased by ¥164 billion from March 31, 2022 to ¥1,332 billion as of March 31, 2023.
Nonaccrual loans to domestic borrowers increased by ¥145 billion due mainly to the deterioration of credit statusof certain large corporate borrowers. Nonaccrual loans to foreign borrowers increased by ¥19 billion. The relative
impact of foreign currency fluctuations on those foreign loans was ¥5 billion.
Reflecting the aforementioned change, the percentage of nonaccrual loans within gross total loans increased
from 1.3% as of March 31, 2022 to 1.4% as of March 31, 2023. The percentage of nonaccrual loans net ofallowance for credit losses on loans to gross total loans net of allowance for credit losses on loans increased from
0.40% as of March 31, 2022 to 0.67% as of March 31, 2023 due to a larger percentage increase in nonaccrualloans net of allowance for credit losses on loans than the percentage increase in gross total loans net of allowancefor credit losses on loans.
Allowance for Credit Losses on Loans
Calculation of allowance for credit losses on loans
Effective April 1, 2020, the allowance for credit losses on loans is established for current expected credit
losses on our loan portfolio in accordance with ASC 326. Additionally, as of April 1, 2020, we did not elect thefair value option for financial assets measured at amortized cost basis. Prior to April 1, 2020, the allowance for
credit losses on loans was established based on an incurred loss model in accordance with ASC 310 and ASC
450.
We make adjustments to the allowance for credit losses on loans through provision (credit) for credit losses
in the consolidated statements of income in each reporting period. Loan principal that management judges to beuncollectible, based on detailed loan reviews and a credit quality assessment, is charged off against the allowancefor credit losses on loans. In general, we charge off loans when we determine that the obligor should be classified
as substantially bankrupt or bankrupt. For the definition of obligor categories, see the table above in90

“—Nonaccrual Loans—General.” Obligors in the retail portfolio segment are generally determined to be
substantially bankrupt when they are past due for more than six months, and as for obligors in the corporate
portfolio segment, we separately monitor the credit quality of each obligor without using time-based triggers.
We maintain an appropriate allowance for credit losses on loans to represent management’s estimate of the
expected credit losses in our loan portfolio. Management evaluates the appropriateness of the allowance for
credit losses on loans semi-annually. The allowance considers expected credit losses over the remaining expected
lives of the applicable instruments. The expected life of each instrument is determined by considering expected
prepayments, contractual terms and cancellation features. The allowance for credit losses involves significant
judgments on a number of matters including expectations of future economic conditions, assignment of obligor
ratings, valuation of collateral, and the development of qualitative adjustments.
When determining expected credit losses, a single forward-looking macroeconomic scenario is consideredover a reasonable and supportable forecast period. This forward-looking macroeconomic scenario is in line withthe scenario used for our business plan. If the scenario does not reflect a sudden change in economic conditions
adequately, adjustments may be made to the scenario. After the forecast period, we revert to long-term historicalloss experience with a certain graduated transition period, to estimate losses over the remaining lives of financial
assets measured at amortized cost and certain off-balance-sheet instruments. The macroeconomic scenario is
updated at least semi-annually and is reviewed to reflect current economic conditions and our expectation of
future conditions on a timely basis. For March 31, 2022 and 2023, we used the most recent macroeconomic
scenario available during our credit loss estimation process.
In terms of the internal risk ratings, for the corporate portfolio segment, the credit quality review process
and the credit rating process serve as the basis for determining the allowance for credit losses on loans. Throughsuch processes loans are categorized into groups to reflect the probability of default, whereby our management
assesses the ability of borrowers to service their debt, taking into consideration current financial information,ability to generate cash, historical payment experience, analysis of relevant industry segments and current trends.
For the retail portfolio segment, the different categories of past due status of loans are primarily utilized in thecredit quality review and the credit rating processes as the basis for determining the allowance for credit losses
on loans.
In general, we estimate expected credit losses collectively on the loans in the case of normal and watch
obligors, considering the risk associated with a particular pool and the probability that the exposures within thepool will deteriorate or default. The allowance for credit losses on nonaccrual loans generally includes theallowance for those loans that were individually evaluated for expected credit losses. See note 4 to ourconsolidated financial statements included elsewhere in this annual report for the definitions of obligor categories
and classification of nonaccrual loans.
The estimation of expected credit losses that are evaluated collectively begins with a quantitative calculationthat considers the likelihood of the borrower changing delinquency status or moving from one obligor category
or rating to another. The quantitative calculation covers expected credit losses over an instrument’s expected life
and is estimated by applying credit loss factors to our estimated exposure at default. The credit loss factors
incorporate the probability of default as well as the loss given default based on the historical loss rates. To
supplement the historical loss data for overseas obligors, external credit ratings such as S&P are also used to
calculate the probability of default. The model and inputs used to determine credit losses on loans that areevaluated collectively are analyzed on a periodic basis by comparing the estimated values with the actual results
subsequent to the balance sheet date.
We divide our overall portfolio into domestic and foreign portfolios, and categorize the domestic portfolio
into four portfolio segments according to their risk profiles: corporate, retail, sovereign, and banks and financial
institutions.
91

The corporate portfolio segment consists of loans originated primarily by Mizuho Bank and Mizuho Trust &Banking, and includes mainly business loans such as those used for working capital and capital expenditure, as
well as loans for which the primary source of repayment of the obligation is income generated by the relevant
assets such as project finance, asset finance and real estate finance. The corporate portfolio segment is divided
into two classes based on their risk characteristics: large companies, and small and medium-sized companies. For
the corporate portfolio segment, we consider key economic factors such as gross domestic products for Japan andeach relevant foreign location, where the portfolio is significant, and the interest rates in Japan when estimating
the credit loss.
The retail portfolio segment consists mainly of residential mortgage loans originated by Mizuho Bank, and
it is divided into two classes based on their risk characteristics: housing loan and others. For the retail portfolio
segment, the Japanese unemployment rate is applied as a key factor. As it pertains to troubled debt restructuringsin the retail portfolio segment, the restructuring itself, as well as subsequent payment defaults, if any, areconsidered in determining obligor categories. Expected credit loss estimates also include consideration of
expected cash recoveries on loans previously charged-off, or expected recoveries on collateral dependent loans
where recovery is expected through sale of the collateral.
The allowance recorded for individually evaluated loans is based on (1) the present value of expected future
cash flows, after considering the restructuring effect and subsequent payment default with respect to troubled
debt restructurings, discounted at the loan’s initial effective interest rate, (2) the loan’s observable market price,or (3) the fair value of the collateral if the loan is collateral dependent. The collateral that we obtain for loans
consists primarily of real estate. In obtaining the collateral, we evaluate the fair value of the collateral and its
legal enforceability. We also perform subsequent re-evaluations at least once a year. As it pertains to real estatecollateral, valuation is generally performed by an appraising subsidiary which is independent from our loan
origination departments by using generally accepted valuation techniques such as (1) the replacement cost
approach, (2) the sales comparison approach or (3) the income approach. In the case of large real estatecollateral, we generally engage third-party appraisers to perform the valuation.
Our methodology for determining the appropriate allowance for credit losses on loans also considers theimprecision inherent in the methodologies used. As a result, the amounts determined under the methodologies
described above could be adjusted by management to consider the potential impact of other qualitative factors
which include, but are not limited to, imprecision in macroeconomic scenario assumptions and emerging risks
related to changes in the environment that are affecting specific portfolio segments including segments impacted
by the Russia-Ukraine situation. Considering internal and external factors affecting the credit quality of theportfolio, we incorporated the estimated impact of the Russia-Ukraine situation, elevated global inflation andother factors contributing to economic uncertainty into the macroeconomic scenario by using assumptions suchas the future outlook of the business environment for specific portfolio segments and the current forecast for thegrowth rate of gross domestic product.
In terms of the Russia-Ukraine situation, considering the country risk arising from the continued sanctions
against Russia and the downgrading of their credit rating, we incorporated the estimated impact of the RussiaUkraine situation into the macroeconomic scenario used for determining the allowance for credit losses on loans.

92Balance of allowance for credit losses on loans
The following table summarizes the allowance for credit losses on loans by component and as a percentageof the corresponding loan balance as of March 31, 2022 and 2023:
As of March 31,
Increase
2022
2023(decrease)(in billions of yen, except percentages)

Total allowance for credit losses on loans (A) . . . . . . . . . . . . . . . . . . . . . .

¥Nonaccrual loans with an allowance (B) . . . . . . . . . . . . . . . . . . . . . . . . . .
Nonaccrual loans without an allowance (C) . . . . . . . . . . . . . . . . . . . . . . . .
Accrual loans(1) (D) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross total loans (E) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Percentage of total allowance for credit losses on loans against gross totalloans (A)/(E)x100 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

810

701

¥ (109)¥ 1,08286
89,319¥ 1,25577
93,081

¥ 173
(9)
3,762

¥90,487¥94,413¥3,926

0.89%

¥

0.74%

(0.15%)Note:(1) Accrual loans refer to loans categorized as “normal obligors” and “watch obligors (excluding special
attention obligors)” under our internal rating system.
Allowance for credit losses on loans decreased by ¥109 billion from March 31, 2022 to ¥701 billion as ofMarch 31, 2023 due to an increase in charge-offs of loans to certain large corporate borrowers. As a result, thepercentage of total allowance for credit losses on loans against gross total loans decreased by 0.15 percentage
points to 0.74%.
In the fiscal year ended March 31, 2023, nonaccrual loans increased by 14.0% due mainly to an increase indomestic nonaccrual loans. Allowance for credit losses on loans decreased by 13.4%.
The coverage ratio for nonaccrual loans, calculated as the percentage of total allowance for credit losses onloans against total nonaccrual loans, decreased by 16.69 percentage points as of March 31, 2023 compared toMarch 31, 2022. The decrease was due mainly to (i) significant charge-offs related to a certain large corporate
borrower whose loans were largely covered by the allowance for credit losses on loans as of March 31, 2022,
which led to a decrease in total allowance for credit losses on loans, and (ii) an increase in nonaccrual loans todomestic borrowers resulting from the deterioration of credit status of certain large corporate borrowers, which
led to an increase in total nonaccrual loans.

93

Provision (credit) for credit losses on loans
The following table summarizes changes in our allowance for credit losses on loans in the fiscal years ended
March 31, 2022 and 2023:
Fiscal years ended March 31,
2022
2023
(in billions of yen)

Increase(decrease)

Allowance for credit losses on loans at beginning of fiscal year . . . . . . . .
Provision (credit) for credit losses on loans . . . . . . . . . . . . . . . . . . . . . . . .
Charge-offs:
Domestic:
Corporate:
Large companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Small and medium-sized companies . . . . . . . . . . . . . . . . . .
Retail:Housing loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥651
188

¥ 810
91

¥ 159
(97)

(28)
(4)

(149)
(4)

(121)
—

(2)
(2)

(2)
(4)

—
(2)

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

(36)
(24)

(159)
(69)

(123)
(45)

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

(60)

(228)

(168)

Recoveries:
Domestic:
Corporate:
Large companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Small and medium-sized companies . . . . . . . . . . . . . . . . . .
Retail:Housing loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6
1

2
4

(4)
3

1

—

—

1

(1)
1

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

8
11

7
4

(1)
(7)

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

19

11

(8)

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

(41)
12

(217)
17

(176)
5

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

¥810

¥ 701

¥(109)

Note:(1) “Others” includes primarily foreign exchange translation.
Provision for credit losses on loans decreased by ¥97 billion from March 31, 2022 to ¥91 billion atMarch 31, 2023. The decrease was due mainly to the absence of the significant provision for credit losses onloans related to a certain large corporate borrower that was recorded in the previous fiscal year, which was offset
in part by provision for credit losses on loans related to a number of certain other large corporate borrowers in thefiscal year ended March 31, 2023.
Charge-offs increased by ¥168 billion from the previous fiscal year to ¥228 billion for the fiscal year ended
March 31, 2023. The increase was due mainly to increases in charge-offs of loans to certain domestic large
corporate borrowers and foreign loans.
94

Investments
The majority of our investments are available-for-sale and held-to-maturity securities, which at March 31,
2022 and 2023 were as follows:
As of March 31,
2022

2023
Increase (decrease)
Net
Net
Net
unrealized
unrealized
unrealized
Amortized Fair
gains
Amortized Fair
gains
Amortized Fair
gains
cost
value
(losses)cost
value(losses)cost
value(losses)(in billions of yen)
Available-for-sale securities:
Debt securities:
Japanese government bonds . . . . .
Other than Japanese government
bonds . . . . . . . . . . . . . . . . . . . .

¥25,191
6,511

6,515

4

6,796

6,785

(11)

270

(15)

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

¥31,702¥31,674¥(28)¥23,280¥23,234¥ (46)¥(8,422) ¥(8,440)

¥(18)

¥

¥

485

¥ 5

¥

¥

¥

¥

315

¥ (4)

1,039

981

(58)

1,251

1,115

(136)

134

(78)

¥ 1,519¥ 1,466¥(53)¥ 2,050¥ 1,915¥(135)

449¥(82)

Held-to-maturity securities:
Debt securities:
Japanese government bonds . . . . .
Agency mortgage-backed
securities . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . .

480¥25,159¥(32)¥16,484799¥16,449800¥ (35)

1¥(8,707) ¥(8,710)
285

319

¥

212
¥

531

¥

¥ (3)

Available-for-sale securities measured at fair value decreased by ¥8,440 billion from March 31, 2022 to¥23,234 billion at March 31, 2023. This decrease was due primarily to our sales of Japanese government bonds.
Held-to-maturity securities measured at amortized cost increased by ¥531 billion from March 31, 2022 to¥2,050 billion at March 31, 2023. See note 3 to our consolidated financial statements included elsewhere in thisannual report for details of other investments included within investments.
The amount of our funding through deposits significantly exceeds our total loans. As a result, we allocate asignificant portion of such excess among investments in debt securities, including Japanese government bonds,
and investments in equity securities consisting mainly of common stock of Japanese listed company customers.
We will continue our efforts to dispose of cross-shareholdings in order to decrease the potential impact on our
financial position due to fluctuations in stock prices, and to be able to fully perform financial intermediaryfunctions even under periods of stress.
Fluctuations in long-term interest rates lead to changes in the fair value of our portfolio of debt securities, amajority of which consists of Japanese government bonds. As of March 31, 2023, we had a total of¥23,234 billion of available-for-sale securities within our investments, of which ¥16,449 billion was Japanese
government bonds. We had ¥31,674 billion and ¥23,234 billion of available-for-sale securities measured at fairvalue as of March 31, 2022 and 2023, respectively, and net unrealized losses of ¥28 billion and ¥46 billion werereflected in accumulated other comprehensive income, net of tax as of such dates, respectively. As the negativeinterest rate policy of the Bank of Japan started in February 2016 and the resulting fluctuations in interest rates
may have a substantial impact on the value of our Japanese government bond portfolio, in order to prepare for therisk of sudden and significant future interest rate change, we continue to manage our Japanese government bondportfolio conservatively by managing the average remaining period of our portfolio and strengthening risk
management, including through the use of internal stress tests. Based on aggregated non-consolidated figures ofour principal banking subsidiaries on a managerial accounting basis after taking into account hedging activities,
the average remaining period of our Japanese government bond portfolio included in available-for-sale securities
within our investments and excluding held-to-maturity securities as of March 31, 2023 was approximately 0.7
years compared to 1.2 years as of March 31, 2022.
Risk management related to our securities portfolio continues to be a key focus in light of the increase ininstability and uncertainty in the global economy in recent years.
95

Trading Account Assets
Trading account assets increased by ¥4,989 billion from March 31, 2022 to ¥29,641 billion at March 31,
2023. The increase was due mainly to an increase in the market value of receive-variable, pay-fixed derivative
instruments based on interest rate contracts, reflecting a fluctuation in long-term interest rates, and an increase in
the fair value of trading account assets denominated in foreign currency, reflecting the depreciation of the yen.
Liabilities
The following table shows our liabilities as of March 31, 2022 and 2023:
As of March 31,
2022
2023

Increase(decrease)(in billions of yen)

Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due to trust accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Call money and funds purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payables under repurchase agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payables under securities lending transactions . . . . . . . . . . . . . . . . . . . . . .
Other short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bank acceptances outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥157,178
390
1,278
20,0701,361
7,567
14,859
272
63
29
203
12,5786,261¥164,936
749
1,815
25,737886
3,397
19,363
406
88
25
443
14,893
6,318¥ 7,758
359
537
5,667
(475)
(4,170)
4,504
134
25
(4)
240
2,315
57

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥222,109¥239,056¥16,947

Total liabilities increased by ¥16,947 billion from March 31, 2022 to ¥239,056 billion as of March 31, 2023.
The increase was due primarily to increases of ¥7,758 billion in deposits, ¥4,504 billion in trading accountliabilities, ¥2,315 billion in long-term debt and ¥1,918 billion in short-term borrowings. We analyze short-termborrowings, consisting of due to trust accounts, call money and funds purchased, payables under repurchaseagreements, payables under securities lending transactions and other short-term borrowings, on a combined basis.
Deposits
The following table shows a breakdown of our deposits as of March 31, 2022 and 2023:
As of March 31,
2022
2023

Increase(decrease)(in billions of yen)Domestic:
Noninterest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥ 32,845
91,425¥ 33,137
92,625

¥ 292
1,200

Total domestic deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

124,270

125,762

1,492

Foreign:
Noninterest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,501
30,407

3,043
36,131542
5,724

Total foreign deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

32,90839,174

6,266

Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥157,178¥164,936¥7,75896

Total deposits increased by ¥7,758 billion from March 31, 2022 to ¥164,936 billion at March 31, 2023.
Domestic deposits increased by ¥1,492 billion from March 31, 2022 to ¥125,762 billion at March 31, 2023.
Domestic interest-bearing deposits increased by ¥1,200 billion from March 31, 2022 to ¥92,625 billion atMarch 31, 2023 due mainly to increases in ordinary deposits and time deposits, offset in part by a decrease incertificates of deposit. Domestic noninterest-bearing deposits increased by ¥292 billion from March 31, 2022 to¥33,137 billion at March 31, 2023 due mainly to an increase in noninterest-bearing ordinary deposits, offset inpart by a decrease in foreign bills of exchange payable. Foreign deposits increased by ¥6,266 billion fromMarch 31, 2022 to ¥39,174 billion at March 31, 2023 due mainly to increases in time deposits and certificates ofdeposit.
Short-term Borrowings
The following table shows a breakdown of our short-term borrowings as of March 31, 2022 and 2023:
As of March 31,
2022
Domestic Foreign
Due to trust accounts . . . . . . . . . . . . . . . . . . . . . . . ¥ 390
Call money and funds purchased, and payables
under repurchase agreements and securities
lending transactions . . . . . . . . . . . . . . . . . . . . .
5,803
Other short-term borrowings . . . . . . . . . . . . . . . . .
5,698
Total short-term borrowings . . . . . . . . . . . . . ¥11,891¥—

16,906
1,869

Total
¥

2023
Domestic Foreign

390 ¥22,709
7,567

Total

Increase(decrease)
Domestic Foreign Total(in billions of yen)
749 ¥ — ¥ 749

¥

8,410
1,415

28,438
3,397¥ 2,607(4,283)¥3,122 ¥ 5,729
113 (4,170)¥22,010 ¥32,584¥(1,317)¥3,235 ¥ 1,918¥18,775 ¥30,666 ¥10,574

20,028
1,982

359

¥ —

¥

359

Total short-term borrowings increased by ¥1,918 billion from March 31, 2022 to ¥32,584 billion atMarch 31, 2023. Domestic short-term borrowings decreased by ¥1,317 billion due mainly to a decrease in othershort-term borrowings, offset in part by an increase in payables under repurchase agreements. Foreign short-termborrowings increased by ¥3,235 billion due mainly to an increase in payables under repurchase agreements.
Trading Account Liabilities
Trading account liabilities increased by ¥4,504 billion from March 31, 2022 to ¥19,363 billion at March 31,
2023. The increase was due mainly to an increase in the market value of receive-fixed, pay-variable derivative
instruments based on interest rate contracts, reflecting a fluctuation in long-term interest rates, and an increase in
securities sold for short sales related to hedging activities.
EquityThe following table shows a breakdown of equity as of March 31, 2022 and 2023:
As of March 31,
2022
2023

Increase(decrease)(in billions of yen)

MHFG shareholders’ equity:
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income, net of tax . . . . . . . . . . . .
Treasury stock, at cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥5,817
2,665
440
(8)

¥5,833
2,442
649
(9)

¥ 16
(223)
209
(1)

Total MHFG shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . .
Noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8,914
528

8,915
810

1
282

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥9,442¥9,725¥ 283

97

Total equity increased by ¥283 billion from March 31, 2022 to ¥9,725 billion due mainly to increases innoncontrolling interests and accumulated other comprehensive income, net of tax, offset in part by a decrease inretained earnings.
Retained earnings decreased by ¥223 billion from March 31, 2022 to ¥2,442 billion at March 31, 2023. Thisdecrease was due primarily to dividend payments of ¥209 billion and net loss attributable to MHFG shareholders
for the fiscal year ended March 31, 2023 of ¥14 billion.
Accumulated other comprehensive income, net of tax increased by ¥209 billion from March 31, 2022 to¥649 billion at March 31, 2023. The increase was due primarily to foreign currency translation adjustments of¥134 billion and defined benefit plan adjustments of ¥68 billion.
Noncontrolling interests increased by ¥282 billion from March 31, 2022 to ¥810 billion at March 31, 2023.
The increase was due mainly to new consolidations of certain investment funds, offset in part by thedeconsolidation of certain investment funds.
Liquidity
We continuously endeavor to enhance the management of our liquidity profile to meet our customers’ loan
demand and deposit withdrawals and respond to unforeseen situations such as adverse movements in stock
prices, foreign currency exchange rates, interest rates and other markets or changes in general domestic orinternational conditions. We manage our liquidity profile through the continuous monitoring of our cash flow
situation, the enforcement of upper limits on funds raised in financial markets and other means as further set
forth in “Item 11. Quantitative and Qualitative Disclosures about Credit, Market and Other Risk—Liquidity Risk
Management.”
Deposits, based on our broad customer base and brand recognition in Japan, have been our primary sourceof liquidity. Our total deposits increased by ¥7,758 billion, or 4.9%, from March 31, 2022 to ¥164,936 billion asof March 31, 2023. Our average balance of deposits for the fiscal year ended March 31, 2023 of ¥164,880 billion
exceeded our average balance of loans for the same period by ¥70,383 billion. We invested the excess portion
primarily in marketable securities and other high liquidity assets.
Secondary sources of liquidity include short-term borrowings such as call money and funds purchased andpayables under repurchase agreements. We also issue long-term debt, including both senior and subordinateddebt, as additional sources for liquidity. We utilize short-term borrowings to diversify our funding sources and to
manage our funding costs. We raise senior and subordinated long-term debt for the purpose of improving our
total loss absorbing capacity and capital adequacy ratios, which also enhances our liquidity profile. We believe
we are able to access such sources of liquidity on a stable and flexible basis based on our current credit ratings.
The following table shows credit ratings assigned to us and to our principal banking subsidiaries by S&P and
Moody’s as of May 31, 2023:
As of May 31, 2023
S&P

Mizuho Financial Group . . . . . . . . . .
Mizuho Bank . . . . . . . . . . . . . . . . . . .
Mizuho Trust & Banking . . . . . . . . .

Long-term

Short-term

AA
A

—
A-1
A-1

Moody’sStand-alone
credit profile—aaLong-term

Short-term

Baseline credit
assessment

A1
A1
A1

P-1
P-1
P-1

—
baa1
baa1

We source our funding in foreign currencies primarily from corporate customers, foreign governments,
financial institutions and institutional investors, through short-term and long-term financing, under terms andpricing commensurate with our credit ratings above, and customer deposits. In the event of future declines in our98credit quality or that of Japan in general, we expect to be able to purchase foreign currencies in sufficientamounts using the yen funds raised through our domestic customer base. As further measures to support ourforeign currency liquidity, we hold foreign debt securities and maintain credit lines and swap facilities
denominated in foreign currencies.
In order to maintain appropriate funding liquidity, our principal banking subsidiaries hold highly liquid
investment assets such as Japanese government bonds as liquidity reserve assets. We monitor the amount ofliquidity reserve assets and report such amount to the Risk Management Committee, the Balance SheetManagement Committee and our President & Group CEO on a regular basis. Minimum regulatory reserveamounts, or the reserve amount deposited with the Bank of Japan pursuant to applicable regulations that is
calculated as a specified percentage of the amount of deposits held by our principal banking subsidiaries, areexcluded in connection with our management of liquidity reserve asset levels. We established and apply
classifications for the cash flow conditions affecting the group, including the amount of liquidity reserve assets,that range from “Normal” to “Anxious” and “Crisis” categories, and take appropriate actions based on suchconditions. As of March 31, 2023, the balance of Japanese government bonds included within our investments
and measured at fair value was ¥16.4 trillion (excluding held-to-maturity securities), and a majority of thisamount, which has historically not fluctuated significantly over the course of a fiscal year, was classified as theprincipal component of liquidity reserve assets.
Under the regulatory liquidity requirements in Japan that consist of the liquidity coverage ratio (“LCR”)
standard and the net stable funding ratio (“NSFR”) standard, the regulatory minimum requirements of LCR and
NSFR are 100% on both a consolidated and non-consolidated basis for banks with international operations or ona consolidated basis for bank holding companies with international operations. Under the disclosure guidelines of
the Financial Services Agency, banks and bank holding companies with international operations are required todisclose the three-month averages of daily LCR and to disclose NSFR on a quarterly basis. Set forth below are
the averages of the daily end balances of consolidated LCR data of Mizuho Financial Group, and consolidated
and non-consolidated LCR data of our principal banking subsidiaries, each for the three months ended March 31,
2023, and consolidated NSFR data of Mizuho Financial Group, and consolidated and non-consolidated NSFR
data of our principal banking subsidiaries, each as of March 31, 2023. The figures are calculated based on our
financial statements prepared in accordance with Japanese GAAP and the guidelines on LCR and NSFR
established by the Financial Services Agency. All yen figures in this table are truncated.

99Liquidity Coverage Ratio (LCR)
For the three months
ended March 31, 2023
(in billions of yen,
except percentages)

Mizuho Financial Group (Consolidated)
Total high-quality liquid assets (“HQLA”) allowed to be included in the calculation(weighted) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash outflows (weighted) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
LCR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mizuho Bank (Consolidated)
Total HQLA allowed to be included in the calculation (weighted) . . . . . . . . . . . . . . . .
Net cash outflows (weighted) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
LCR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mizuho Bank (Non-consolidated)
Total HQLA allowed to be included in the calculation (weighted) . . . . . . . . . . . . . . . .
Net cash outflows (weighted) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
LCR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mizuho Trust and Banking (Consolidated)
Total HQLA allowed to be included in the calculation (weighted) . . . . . . . . . . . . . . . .
Net cash outflows (weighted) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
LCR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mizuho Trust and Banking (Non-consolidated)
Total HQLA allowed to be included in the calculation (weighted) . . . . . . . . . . . . . . . .
Net cash outflows (weighted) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
LCR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥ 77,599
59,419130.6%¥ 73,115
56,158130.2%¥ 72,141
54,236133.0%
¥

2,704
2,112
128.1%

¥

2,629
2,020
130.3%Net Stable Funding Ratio (NSFR)
As of March 31, 2023
(in billions of yen,
except percentages)

Mizuho Financial Group (Consolidated)
Available stable funding (weighted) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Required stable funding (weighted) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NSFR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mizuho Bank (Consolidated)
Available stable funding (weighted) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Required stable funding (weighted) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NSFR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mizuho Bank (Non-consolidated)
Available stable funding (weighted) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Required stable funding (weighted) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NSFR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mizuho Trust and Banking (Consolidated)
Available stable funding (weighted) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Required stable funding (weighted) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NSFR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mizuho Trust and Banking (Non-Consolidated)
Available stable funding (weighted) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Required stable funding (weighted) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NSFR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100¥112,497
91,786122.5%¥107,323
86,676123.8%¥103,743
82,965125.0%
¥

3,534
3,069
115.1%

¥

3,473
3,006
115.5%

For more information on LCR and NSFR, see “Item 4. Information on the Company—Supervision andRegulation—Liquidity.”
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, 2022 and 2023:
As of March 31,
2022
2023

Increase(decrease)(in billions of yen)

Guarantees:
Performance guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Guarantees on loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Guarantees on securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Guarantees for the repayment of trust principal . . . . . . . . . . . . . . . . .
Liabilities of trust accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥ 3,254
419
75
2,899
22
478
36,484

¥

3,548
228
82
3,306
18
554
83,420

As of March 31,
2022
2023

¥

294
(191)
7
407
(4)
76
46,936

Increase(decrease)(in billions of yen)

Commitments:
Commitments to extend credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commercial letters of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥92,203
1,422¥100,973
1,336¥ 8,770(86)

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

¥93,625¥102,309¥ 8,684

See note 22 to our consolidated financial statements included elsewhere in this annual report for thedescription 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 thecontract as we deem necessary, and we regularly review the credit quality of the customer based on the internal
guidelines and revise the terms of the contract as we deem necessary to manage credit risks.
Some of our off-balance-sheet arrangements are related to activities of special purpose entities, most ofwhich are variable interest entities. For further information, see note 23 to our consolidated financial statements
included elsewhere in this annual report.

101

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, 2023:
Due in one
year or lessDue from
one year to
two years

Due from
two years to
three years

Due from
three years tofour years

Due from
four years tofive years

Due after
five years

Total(in billions of yen)Time deposits . . . . . . . . . . .
Certificates of deposit . . . .
Long-term debt . . . . . . . . . .
Finance leases . . . . . . .
Operating leases . . . . . . . . .

¥40,793
13,2421,178
279¥1,402
456
3,758
1
60

¥ 992
90
703
1
54

¥ 263
—
1,428
1
44

¥ 315
—
1,291
1
34

¥ 221
—
6,535
1
324

¥43,986
13,78814,8937595

Total(1)(2) . . . . . . . . . . .

¥55,292¥5,676¥1,839¥1,735¥1,640¥7,080¥73,262

Notes:(1) Contributions to our pension plans, which are not included in the above table, are expected to beapproximately ¥32 billion in the fiscal year ending March 31, 2024, based on the current funded status andexpected asset return assumptions. For further information, see note 20 to our consolidated financial
statements included elsewhere in this annual report.
(2) Unrecognized tax benefits, which are not included in the above table, were ¥7.0 billion, of which¥2.3 billion was interest and penalties, as of March 31, 2023. For further information, see note 19 to ourconsolidated financial statements included elsewhere in this annual report.
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 Financial Services Agency in accordance with the provisions of the Banking Act 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 financial condition and results of operations.
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 BCBS and are intended to further strengthen the soundness and stability of Japanese banks. In
December 2010, BCBS issued the Basel III rules text (later revised in June 2011, January 2013, October 2014and December 2017), which presents the details of global regulatory standards on bank capital adequacy andliquidity agreed by the Governors and Heads of Supervision, which is the oversight body of BCBS, and endorsedby the G20 Leaders at the Seoul summit in November 2010. The rules text sets out higher and better-quality
capital, better risk coverage, the introduction of a leverage ratio as a backstop to the risk-based requirement, andthe introduction of the capital conservation buffer and countercyclical capital buffer as measures to promote thebuild-up of capital that can be drawn down in periods of stress, and the introduction of two global liquidity
standards. The Financial Services Agency’s revisions to its capital adequacy guidelines became effective fromMarch 31, 2013, which generally reflect the rules in the Basel III rules text that have been applied fromJanuary 1, 2013. The framework of Basel III is based on the following three pillars: minimum capitalrequirements; supervisory review; and market discipline. Under the first pillar, the capital ratio is calculated by
dividing regulatory capital, or risk-based capital, by risk-weighted assets. Under the second pillar, banks are
required to maintain adequate capital to support all of the major risks in their business and are encouraged to102

develop and use 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, theamount of each type of risk and the method of calculation used so that the market may make more effective
evaluations.
With regard to risk-based capital, the guidelines based on Basel III set out higher and better-quality capital
standards compared to those under Basel II, which had been effective until Basel III was applied. The guidelines
based on Basel III require a target minimum standard capital adequacy ratio of 8%, Tier 1 capital ratio of 6% andCommon Equity Tier 1 capital ratio of 4.5%, on both a consolidated and non-consolidated basis for banks withinternational operations, such as Mizuho Bank and Mizuho Trust & Banking, or on a consolidated basis for bankholding 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 two tiers: Tier 1 capital; and Tier 2 capital. Tier 1 capital consists of Common Equity Tier 1 capitaland Additional Tier 1 capital. Common Equity Tier 1 capital generally consists of common stock, capital surplus,
retained earnings, accumulated other comprehensive income and other disclosed reserves and others less any
regulatory adjustments. Additional Tier 1 capital generally consists of instruments issued by a bank or its holding
company that meet the criteria for inclusion in Additional Tier 1 capital and others less any regulatory
adjustments. Tier 2 capital generally consists of instruments issued by a bank or its holding company such as
subordinated debt that meet the criteria for inclusion in Tier 2 capital, 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) and others less any regulatory
adjustments. Regulatory adjustments such as goodwill and other intangibles, and defined benefit pension fundassets and liabilities, are to be applied mainly to the calculation of Common Equity Tier 1 capital in the form ofdeductions.
In November 2011, the Financial Stability Board (“FSB”) published policy measures to address the systemic
and moral hazard risks associated with systemically important financial institutions. The policy measures include
requirements for G-SIBs to have additional loss absorption capacity tailored to the impact of their default,
ranging from 1% to 2.5% of risk-weighted assets, to be met with Common Equity Tier 1 capital, which would bein addition to the minimum Common Equity Tier 1 capital ratio of 4.5%, the capital conservation buffer of 2.5%
and the countercyclical capital buffer. We were included in the list of G-SIBs updated in November 2022 andwere allocated to the category that would require 1.0% of additional loss absorbency.
In November 2015, the Financial Services Agency published the revised capital adequacy guidelines tointroduce the Basel III rules text regarding the capital conservation buffer, the countercyclical capital buffer andthe additional loss absorption capacity requirement for G-SIBs and domestic systemically important banks(“D-SIBs”). These guidelines became effective on March 31, 2016. The capital conservation buffer, thecountercyclical capital buffer and the additional loss absorption capacity requirement for G-SIBs and D-SIBs
must be met with Common Equity Tier l capital under the revised guidelines, and if such buffer and requirement
are not satisfied, a capital distribution constraints plan is required to be submitted to the Financial Services
Agency and carried out. The capital conservation buffer became fully effective in March 2019 at 2.5%. In
addition, subject to national discretion by the respective regulatory authorities, if the relevant national authority
judges a period of excess credit growth to be leading to the build-up of system-wide risk, a countercyclicalcapital buffer ranging from 0% to 2.5% would also be imposed on banking organizations. The countercyclicalcapital buffer is a weighted average of the buffers deployed across all the jurisdictions to which the banking
organization has credit exposures.
In December 2015, the Financial Services Agency published a capital adequacy guideline regarding thedesignation of G-SIBs and D-SIBs in Japan. We were designated as both a G-SIB and a D-SIB, and the
additional loss absorption capacity requirement applicable to us was 1.0% on a fully effective basis. The
additional loss absorption capacity requirement was the same as that imposed by the FSB, which became fully
effective in March 2019 at 1.0%.
103

The Leverage Ratio framework is critical and complementary to the risk-based capital framework that will
help ensure broad and adequate capture of both on- and off-balance sheet sources of banks’ leverage. This
simple, non-risk-based measure is intended to restrict the build-up of excessive leverage in the banking sector to
avoid destabilizing deleveraging processes that can damage the broader financial system and the economy.
Implementation of the leverage ratio requirements began with bank-level reporting to national supervisors of theleverage ratio and its components, and public disclosure is required from January 2015. Basel III’s leverage ratio
is defined as the “capital measure” (numerator) divided by the “exposure measure” (denominator) and isexpressed as a percentage. The capital measure is defined as Tier 1 capital, and the minimum leverage ratio isdefined as 3%.
The Financial Services Agency applied the requirement to meet the minimum leverage ratio for bankholding companies and banks with international operations from March 31, 2019. The minimum leverage ratio isdefined as 3% on a consolidated basis for bank holding companies with international operations, such as Mizuho
Financial Group, or on both a consolidated and non-consolidated basis for banks with international operations,such as Mizuho Bank and Mizuho Trust & Banking.
Related to regulatory capital requirements, in November 2015, the FSB issued the final TLAC standard for
G-SIBs. The TLAC standard has been designed so that failing G-SIBs will have sufficient loss-absorbing andrecapitalization capacity available in resolution for authorities to implement an orderly resolution. G-SIBs are
required to meet the TLAC requirement alongside the minimum regulatory requirements set out in the Basel III
framework.
Following the publication of the final TLAC standards for G-SIBs by the FSB, in April 2016, the Financial
Services Agency published an explanatory paper outlining its approach for the introduction of the TLAC
framework in Japan, and a revised version of this document was published in April 2018. In March 2019, theFinancial Services Agency published regulatory notices and related materials to implement the TLAC
requirements in Japan, which (i) was phased in from March 31, 2019 and has been fully applied from March 31,
2022 for Japanese G-SIBs, and (ii) has been phased in from March 31, 2021 and will be fully applied fromMarch 31, 2024 for a financial group designated as a D-SIB by the Financial Services Agency which is deemed
to be in particular need of a cross-border resolution arrangement and to be of particular systemic significance to
the Japanese financial system in the event of its failure (together with Japanese G-SIBs, the “Covered SIBs”).
According to the Financial Services Agency’s approach above, which is subject to change based on futureinternational discussions, the preferred resolution strategy for Covered SIBs is SPE resolution, in which
resolution tools are applied to the ultimate holding company of a group by a single national resolution authority,
although the actual measures to be taken will be determined on a case-by-case basis considering the actual
condition of the relevant Covered SIB in crisis. To implement this SPE resolution strategy effectively under the
FSB’s final TLAC standards and the Japanese TLAC requirements, the ultimate holding company in Japan of therelevant Covered SIB designated as the resolution entity in Japan of such Covered SIB by the Financial Services
Agency (the “Domestic Resolution Entity”) is required to (i) meet the minimum external TLAC requirements,and (ii) cause its material subsidiaries or material sub-groups that are designated as systemically important by the
Financial Services Agency or that are subject to TLAC requirements or similar requirements by the relevant
foreign authority to maintain a certain level of capital and debt recognized as having loss-absorbing andrecapitalization capacity, or internal TLAC. Under the Japanese TLAC regulations, the Financial Services
Agency designated Mizuho Financial Group as the Domestic Resolution Entity, and designated Mizuho Bank,
Mizuho Trust & Banking and Mizuho Securities as Mizuho Financial Group’s material subsidiaries in Japan.
External TLAC eligible instruments generally consist of instruments issued by the Domestic Resolution Entity of
the relevant Covered SIB that meet the criteria for inclusion in external TLAC requirements and others less any
regulatory adjustments. Internal TLAC eligible instruments generally consist of instruments issued by thematerial subsidiaries of the relevant Covered SIBs designated as systemically important by the Financial Services
Agency, which are subject to the internal TLAC requirements such as subordinated debt that meet the criteria forinclusion in internal TLAC requirements and others less any regulatory adjustments.

104

Under the Japanese TLAC regulations, G-SIBs are required to meet a minimum TLAC requirement of atleast 18% of the resolution group’s risk-weighted assets and at least 6.75% of the Basel III leverage ratio
denominator. In addition, Japanese G-SIBs are allowed to count the Japanese Deposit Insurance Fund Reserves
in an amount equivalent to 3.5% of their consolidated risk-weighted assets as their external TLAC. For more
information regarding the Japanese TLAC regulations, see “Item 4. Information on the Company—Supervision
and Regulation—Total Loss Absorbing Capacity.”
In December 2017, the BCBS published the finalized Basel III reforms endorsed by the GHOS. The
finalized reforms complement the initial phase of Basel III reforms, seek to restore credibility in the calculationof risk-weighted assets and improve the comparability of banks’ capital ratios. In addition, under the finalized
Basel III reforms, G-SIBs are required to meet a leverage ratio buffer, which will take the form of a Tier 1 capital
buffer set at 50% of the applicable G-SIB’s risk-weighted capital buffer, and various refinements are made to thedefinition of the leverage ratio exposure measure based on the text of the leverage ratio framework issued by the
BCBS in January 2014. Furthermore, in January 2019, the GHOS endorsed the finalized market risk capitalframework that was scheduled to take effect as of January 1, 2022, concurrent with the implementation of the
finalized Basel III reforms. The revised framework was initially scheduled to mainly take effect from January 1,
2022. In March 2020, however, the GHOS announced that, in order to provide additional operational capacity forbanks and supervisors to respond to the immediate financial stability priorities resulting from the impact of thecoronavirus disease (COVID-19) on the global banking system, it endorsed a set of measures, including thedeferral of the implementation date of the finalized Basel III reforms by one year to January 1, 2023, and theextension of the accompanying transitional arrangements for the output floor by one year to January 1, 2028, as
well as the implementation date of the finalized market risk capital framework by one year to January 1, 2023.
As a result, under the finalized Basel III reforms, the revisions to the capital floor were scheduled to be phased infrom January 1, 2023, with the initial capital floor of 50%, and were scheduled to be fully implemented at 72.5%
from January 1, 2028, and the leverage ratio requirements under the finalized definition of the leverage ratio
exposure measure were scheduled to take effect from January 1, 2023,and the leverage ratio buffer requirement
for G-SIBs took effect from January 1, 2023.
In March 30, 2020, the Financial Services Agency announced a deferral of the date of implementation in Japanof the Basel III finalization framework by one year until March 31, 2023. Furthermore, in April and November
2022, the Financial Services Agency published amendments to the regulatory notices regarding operational risk,
credit risk, market risk and CVA risk under the Basel III finalization framework, under which the implementation of
the Basel III finalization framework was further deferred in Japan by one year, based on the international situationand dialogue with stakeholders, such that in respect of the Japanese banks with international operations andJapanese banks with only domestic operations that have been using internal model-based approaches for measuringrisks, the implementation date was delayed to March 31, 2024, except for banks that have notified the Financial
Services Agency that they wish to implement the Basel III finalization framework earlier.
In July 2022, the Financial Services Agency published amendments to the regulatory notices regarding theleverage ratio requirements under the finalized definition of the leverage ratio exposure measure, and theleverage ratio buffer requirement for G-SIBs, under which, in Japan, (i) the leverage ratio regulations under the
finalized definition of the leverage ratio exposure measure will be implemented, simultaneously in conjunction
with the capital adequacy requirements under the Basel III finalization framework, from March 31, 2024, except
for financial institutions that implement the Basel III finalization framework earlier, and (ii) the leverage ratio
buffer requirement for G-SIBs took effect from March 31, 2023. In addition, in November 2022, the Financial
Services Agency published revised ordinances regarding the leverage ratio buffer requirement for G-SIBs under
the finalized Basel III reforms with effect from March 2023, under which, if such buffer requirements are notsatisfied, a capital distribution constraints plan is required to be submitted to the Financial Services Agency andcarried out.
In June 2020, in coordination with the monetary policy of the Bank of Japan in response to the impact of
COVID-19, the Financial Services Agency amended the leverage ratio regulations and TLAC regulations, which
introduced the temporary measures to exclude amounts of deposits held at the Bank of Japan from the calculation105

of leverage ratio exposure and external TLAC ratio on a total exposure basis due to the uncertainty of the impact
of COVID-19. The implementation period of such temporary measures has been extended to the end of March
2024. In November 2022, the Financial Services Agency amended the leverage ratio regulations and the TLAC
regulations, with effect from April 2024, which will raise the minimum leverage ratio from 3% to 3.15% and theminimum TLAC ratio on a total exposure basis from 6.75% to 7.10%, and add 0.05% to the leverage ratio buffer
requirement for G-SIBs, while continuing to exclude amounts of deposits held at the Bank of Japan from thecalculation of the leverage ratio exposure and the external TLAC ratio on a total exposure basis, taking into
account exceptional macroeconomic conditions and other circumstances. For more information, see “Item 4.
Information on the Company—Supervision and Regulation—Capital Adequacy,” “Item 4. Information on the
Company—Supervision and Regulation—Leverage Ratio” and “Item 4. Information on the Company—
Supervision and Regulation—Total Loss Absorbing Capacity.”
If the capital adequacy ratio or the leverage ratio of a financial institution falls below the required level, theFinancial Services Agency 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 condition
and results of operations. If the capital conservation buffer, the countercyclical capital buffer, the additional loss
absorption capacity requirement for G-SIBs and D-SIBs or the leverage ratio buffer requirement for G-SIBs are notsatisfied, a capital distribution constraints plan is required to be submitted to the Financial Services Agency andcarried out. The capital distribution constraints plan is required to be considered reasonable to restore the capital
buffer or the leverage ratio buffer, and include restrictions on capital distributions, such as dividends, sharebuybacks and bonuses payments, up to a certain amount as determined depending on the level of the capital buffer.
Unless otherwise specified, the regulatory capital information set forth in this “—Capital Adequacy” isbased on the current Basel III rules.
Consolidated Capital Adequacy Ratios, Leverage Ratios and TLAC Ratios
Our consolidated capital adequacy ratios, leverage ratios and TLAC ratios as of March 31, 2022 and 2023,
calculated in accordance with Japanese GAAP and the guidelines established by the Financial Services Agency,
were as set forth in the following table:
As ofMarch 31,2022

March 31,2023

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

Common Equity Tier 1 (CET1) capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 8,067.2 ¥ 8,315.5
Additional Tier 1 capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,646.0
1,487.8
Tier 1 capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9,713.2
9,803.3
Tier 2 capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,638.3
1,503.5
Total capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 11,351.6 ¥ 11,306.9¥ 248.2(158.1)90.1(134.8)¥ (44.7)

Risk-weighted assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 64,730.4 ¥ 70,434.1 ¥5,703.7
CET1 capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12.46%
11.80%(0.66%)
Required CET1 capital ratio(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.01%
8.06%
—
Tier 1 capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15.00%
13.91%(1.09%)
Required Tier 1 capital ratio(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9.51%
9.56%
—
Total capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17.53%
16.05%(1.48%)
Required total capital ratio(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11.51%
11.56%—
CET1 available after meeting the bank’s minimum capital requirements . .
7.96%
7.30%
(0.66%)
Total Exposure(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥212,972.0 ¥219,441.1 ¥6,469.1
Leverage ratio(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.56%
4.46%
(0.10%)
External TLAC ratio (risk-weighted assets basis, excluding capital
buffers) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24.24%
24.02%(0.22%)
External TLAC ratio (total exposure basis, including capital buffers)(4) . . . . .
8.43%
8.85%
0.42%
106

Note:(1) The required ratios described above, as of March 31, 2022 and 2023, include the capital conservation bufferof 2.5%, the countercyclical capital buffer of 0.01% and 0.06%, respectively, and the additional loss
absorbency requirements for G-SIBs and D-SIBs of 1.00%, which are all in addition to the regulatory
minima. The respective required amounts are determined by applying the ratios to the sum of the riskweighted assets and certain other risk amounts. These buffers and additional loss absorbency requirements
are applied to us but not to our banking subsidiaries.
(2) As of March 31, 2022 and 2023, our total exposures (excluding the impact of any applicable temporary
exemption of deposits with the Bank of Japan) were ¥251,582.8 billion and ¥271,418.1 billion, respectively.
(3) As of March 31, 2022 and 2023, our leverage ratios on a consolidated basis (excluding the impact of any
applicable temporary exemption of deposits with the Bank of Japan) were 3.86% and 3.61%, respectively.
(4) As of March 31, 2022 and 2023, our external TLAC ratios on a total exposure basis (excluding the impact of
any applicable temporary exemption of deposits with the Bank of Japan) were 7.14% and 7.15%,
respectively.
Our total capital ratio as of March 31, 2023 was 16.05%, a decrease of 1.48% points compared to March 31,
2022. Our Tier 1 capital ratio as of March 31, 2023 was 13.91%, a decrease of 1.09% points compared toMarch 31, 2022. Our Common Equity Tier 1 capital ratio as of March 31, 2023 was 11.80%, a decrease of 0.66%
points compared to March 31, 2022. Our total capital ratio, Tier 1 capital ratio and Common Equity Tier 1 capitalratio decreased due mainly to an increase the risk-weighted assets. We believe that we were in compliance withall capital adequacy requirements to which we were subject as of March 31, 2023.
Principal Banking Subsidiaries
Capital adequacy ratios and leverage ratios of our principal banking subsidiaries, on a consolidated basis, asof March 31, 2022 and 2023, calculated in accordance with Japanese GAAP and the guidelines established by the
Financial Services Agency, were as set forth in the following table:
As ofMarch 31,2022

Mizuho Bank
Common Equity Tier 1 capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tier 1 capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leverage ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mizuho Trust & Banking
Common Equity Tier 1 capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tier 1 capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leverage ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

March 31,2023

Increase(decrease)

11.68%
14.42%
17.02%
4.32%

10.51%
12.78%
14.94%
4.03%(1.17%)(1.64%)(2.08%)(0.29%)

25.18%
25.18%
25.18%
10.20%

25.94%
25.94%
25.95%
10.61%

0.76%
0.76%
0.77%
0.41%

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, 2023.
Our securities subsidiary in Japan is also subject to the capital adequacy requirement under the Financial
Instruments and Exchange Act. Under this requirement, securities firms whose total assets exceed ¥1 trillion,
such as Mizuho Securities, must maintain a minimum capital adequacy ratio of 120% both on a consolidated andnon-consolidated basis 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 and a regulatory notice that detail the definition of essential
107components of the capital ratios, including capital, disallowed assets and risks, and related measures. Failure to
maintain a minimum capital ratio will trigger mandatory regulatory actions. For example, each on a
non-consolidated basis, a capital ratio of less than 140% will call for regulatory reporting, a capital ratio of lessthan 120% may lead to an order to change the business conduct or place the property in trust and a capital ratio ofless than 100% may lead to a temporary suspension of all or part of the business operations and further, to thecancellation of the license to act as a securities broker and dealer. We believe, as of March 31, 2023, that our
securities subsidiary in Japan was in compliance with all capital adequacy requirements to which it was subject.
Recent Accounting Pronouncements
See note 2 to our consolidated financial statements included elsewhere in this annual report.
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. For reporting based on Japanese banking
regulations, we prepare our annual financial results using financial statements in accordance with Japanese
GAAP. In addition, pursuant to the Japanese securities law and 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 haveprovided below, with respect to our most recent fiscal year, a reconciliation of consolidated net income andshareholders’ equity under U.S. GAAP with those amounts under Japanese GAAP.
As of and for the fiscal
year ended March 31, 2023
Net income
Total MHFG
attributableshareholders’to MHFGequityshareholders(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 credit losses on loans and off-balance-sheet instruments . . . .
5. Premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6. Land revaluation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7. Business combinations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8. Pension liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9. Consolidation of variable interest entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10. Deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11. Foreign currency translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12. Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥8,915.5¥ (14.0)(38.0)(122.2)259.5
141.0(172.7)155.1(88.0)
71.6
76.4(68.5)
—
3.6

373.0
209.6
30.3
9.8
29.3
(4.3)
(8.3)
71.6
43.0
(187.2)
7.7(5.0)

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

¥9,133.3(1)¥ 555.5

Note:(1) Includes total accumulated other comprehensive income and stock acquisition rights.
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 the Japanese GAAP results.
The paragraphs below refer to the corresponding items set forth in the table above.
108

1.

Derivative financial instruments and hedging activities

Under U.S. GAAP, for a derivative to qualify for hedge accounting, it must be highly effective in achieving
offsetting changes in fair values or variable cash flows of 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 contracts 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:
Under U.S. GAAP, equity securities (except those accounted for under the equity method of accounting or
those that result in consolidation of the investee) are measured at fair value with changes in fair value recognizedin earnings, while under Japanese GAAP, those securities are measured at fair value with changes in fair value
recognized in other comprehensive income.
Under U.S. GAAP, we report foreign currency denominated debt securities as trading securities, and theentire amount of changes in their fair values are recognized in earnings, while under Japanese GAAP, only thechanges attributable to movements in foreign currency exchange rates are recognized in earnings.
Under U.S. GAAP, available-for-sale debt securities are impaired if the fair value is less than the amortizedcost (excluding accrued interest receivable). For available-for-sale debt securities, in the cases where we have theintent to sell an available-for-sale debt security or more likely than not will be required to sell anavailable-for-sale debt security before the recovery of its amortized cost basis, the entire difference between
amortized cost basis and fair value is recognized immediately through earnings. In other cases, we evaluate
expected cash flows to be received and determine if a credit loss exists, and if so, the amount of the credit loss isrecognized in provision (credit) for credit losses, while the remaining decline in fair value is recognized in othercomprehensive income, net of applicable taxes. 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 is reasonably expected. A decline in the fair value of a security of 50% or more of its cost is a strong
indicator of an other-than-temporary decline, which requires compelling evidence to prove otherwise. A decline
in the fair value of 30% or more but less than 50% of its cost is an indicator of an other-than-temporary decline,
in which case the probability of recovery must be evaluated to determine whether an other-than-temporary
decline has occurred. Generally, if the decline in the fair value is less than 30%, it is not considered to be another-than-temporary decline.
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 certain fees andcosts are recognized in earnings at the time the loan is originated under Japanese GAAP.
109

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 credit losses on loans and off-balance-sheet instruments

Effective April 1, 2020, the allowance for credit losses on loans was established for current expected credit
losses on our loan portfolio in accordance with ASC 326. The allowance considers expected credit losses over
the remaining expected lives of the applicable instruments. The expected life of each loan is determined byconsidering expected prepayments, contractual terms and cancellation features. When determining expectedcredit losses, a single forward-looking macroeconomic scenario is considered over a reasonable and supportable
forecast period. This forward-looking macroeconomic scenario is consistent with what is used in our stresstesting and is in line with the scenario used for our business plan. If the scenario does not reflect a sudden change
in economic conditions adequately, adjustments may be made to the scenario. After the forecast period, we revert
to long-term historical loss experience with a certain graduated transition period, to estimate losses over theremaining lives of loans.
In general, we estimate expected credit losses collectively on the loans in the case of normal obligors andwatch obligors, considering the risk associated with a particular pool and the probability that the exposures
within the pool will deteriorate or default. The estimation of expected credit losses that are evaluated collectively
begins with a quantitative calculation that considers the likelihood of the borrower changing delinquency status
or moving from one obligor category or rating to another. The quantitative calculation covers expected credit
losses over an instrument’s expected life and is estimated by applying credit loss factors to our estimatedexposure at default. Under Japanese GAAP, a collective allowance is generally estimated using historical loss
experience based on historical results according to the obligor ratings, whereas under U.S. GAAP the allowanceis based on the methodology that reflects expected credit losses over the remaining lives and requiresconsideration of a broader range of information such as relevant information about past events supportable
forecasts, inclusive of macroeconomic assumptions, and the expected life of the loan.
Under both Japanese GAAP and U.S. GAAP, the allowance for credit losses for specifically identified
nonaccrual 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. The differences between Japanese GAAP and U.S. GAAP arise fromthe difference in the scope of the loans that are subject to the individual and portfolio nonaccrual analysis.
In addition to these effects based on differences between Japanese GAAP and U.S. GAAP, due to thedifference in the timing of public filings between our consolidated financial statements under U.S. GAAP and
those under Japanese GAAP, we evaluate newly available information such as macroeconomic assumptions andobligor credit worthiness, which could result in the allowance for credit losses on loans being different between
Japanese GAAP and U.S. GAAP.
This reconciling item also includes the differences between U.S. GAAP and Japanese GAAP relating to theallowance for credit losses on off-balance-sheet instruments. We generally use the same methodology to reserve
for losses on these instruments as we do for loans.
5.

Premises and equipment

Under Japanese GAAP, a company can elect to allocate entity-wide long-lived assets that do not haveidentifiable cash flows that are largely independent of the cash flows of other assets and liabilities, amongindividual divisions within an entity, whereas U.S. GAAP does not have such an election. Under Japanese
GAAP, we have been making this election since the fiscal year ended March 31, 2019.

110

With regard to internal-use software, under U.S. GAAP, the costs to develop or obtain software that allow
for access to or conversion of old data by new systems are capitalized and amortized once the software is readyfor its intended use, while they are expensed after full implementation across the company under Japanese
GAAP. On the other hand, the general and administrative costs and the overhead costs are expensed as the costs
of internal-use software under U.S. GAAP, but they are capitalized under Japanese GAAP.
6.

Land revaluation

Under Japanese GAAP, we revalued our holdings of land during the fiscal year ended March 31, 1998
pursuant to the Act Concerning Revaluation of Land (Act 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.
7.

Business combinations

Under U.S. GAAP, goodwill is not amortized and an impairment loss is recorded to the extent 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.
8.

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 was amortized overa specified number of years, and actuarial gains and losses are amortized over a specified number of years. 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 ASC 715, “Compensation—Retirement Benefits,” beginningin the fiscal year ended March 31, 1990, as permitted for a foreign private issuer. The cumulative effect of theaccounting change, as well as actuarial gains and losses since the adoption, had been fully amortized by April 1,
2004.
Under both Japanese GAAP and U.S. GAAP, an employer is required to recognize the overfunded orunderfunded status of a defined benefit plan as an asset or liability in its consolidated balance sheets. Actuarial
gains or losses and prior service costs or benefits that have not yet been recognized through earnings as net
periodic benefit cost are recognized in other comprehensive income, net of tax, until they are amortized as acomponent of net periodic benefit cost. Actuarial gains or losses are amortized based on the corridor approachaccording to ASC 715 under U.S. GAAP, while they are amortized over a specified number of years underJapanese GAAP. Due mainly to the differences in the balances of actuarial gains or losses and prior service costs
or benefits and in amortization methods, there are differences in the amounts of shareholders’ equity and net
income between U.S. GAAP and Japanese GAAP.
Under U.S. GAAP, we enhanced the calculation of the benefit obligations by refining the anticipated future
mortality rate assumption improvement in the calculation.
During the fiscal year ended March 31, 2023, certain subsidiaries of ours partially withdrew assets from
employee retirement benefit trusts, which were established for the payment of employees’ severance pay andretirement pensions. Under U.S. GAAP, no gains or losses have been recognized as a consequence of thistransaction.
See note 20 to our consolidated financial statements included elsewhere in this annual report for further
discussion.
111

9.

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 securitizations,investments in securitization products and investment funds. See note 23 to our consolidated financial statements
included elsewhere in this annual report for further discussion.
10. 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 net unrealized gains on available-for-sale securities. 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.
11. Foreign currency translation
Under Japanese GAAP, the income statement items of our foreign entities are translated into yen, ourpresentation currency, using the respective fiscal year-end exchange rates, while under U.S. GAAP, they aretranslated into the presentation currency using the average rates of exchange for the respective fiscal years.
12. Other
This adjustment reflects the effects of miscellaneous items.

112

ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

6.A. Directors and Senior Management
Directors
Shown below is information regarding the directors of Mizuho Financial Group, Inc. as of June 28, 2023:

Name

Age Director Type

Committee Membership
Chair of
Human
Systemthe Board Nominating Compensation Audit
Risk(4) Resources(5) Failure(6)Yoshimitsu Kobayashi . . . . 76 Independent(1)—Ryoji Sato . . . . . . . . . . . . . . 76 Independent(1)—Takashi Tsukioka . . . . . . . . 72 Independent(1)—Kotaro Ohno . . . . . . . . . . . . 71 Independent(1)—Hiromichi Shinohara . . . . . 69 Independent(1)—Masami Yamamoto . . . . . . 69 Independent(1)—Izumi Kobayashi . . . . . . . . 64 Independent(1)Chair
Yumiko Noda . . . . . . . . . . . 63 Independent(1)—Seiji Imai . . . . . . . . . . . . . . 61 Non-executive(2) —Hisaaki Hirama . . . . . . . . . 60 Non-executive(2) —Masahiro Kihara . . . . . . . . . 57 Executive(3)—Makoto Umemiya . . . . . . . 58 Executive(3)—Motonori Wakabayashi . . . 58 Executive(3)—Nobuhiro Kaminoyama . . . 55 Executive(3)
—

Chair
—
MemberMemberMemberMemberMember
—
—
—
—
—
—
—

—
—
Member——Chair—Member
—
—
—
—
—
—

—
—
Member —Chair —
Member ——Member———Member—Member——Member Chair
—
—
—
—
—
—
—
—

Member—MemberMemberMemberMemberMember
—
—
—
Chair
—
—
—

—
MemberMemberMemberMember
—
Chair
—
—
—
—
—
—
—

Notes:(1) Directors satisfying the requirements for outside directors, as defined in the Companies Act of Japan, andthose for independent directors, as defined both by the Tokyo Stock Exchange, Inc. and by Mizuho
Financial Group, Inc.
(2) Directors not concurrently serving as executive officers, employees or executive directors of Mizuho
Financial Group, Inc. or its subsidiaries.
(3) Directors concurrently serving as executive officers.
(4) Risk Committee consists of four directors and two outside experts (who are not directors).
(5) Human Resources Review Meeting consists of seven directors.
(6) System Failure Response Evaluation Committee consists of five directors.
The directors’ current positions, key business experiences in the past and major concurrent offices (if any)
are as follows:
Mr. Yoshimitsu Kobayashi has been Member of the Board of Directors since June 2020. Previously, he
had been Chairperson and Representative Director, President of Mitsubishi Chemical Holdings Corporation *. He
concurrently serves as Chairman of the Board of Directors (Outside Director) of Tokyo Electric Power Company
Holdings, Inc.
* Current Mitsubishi Chemical Group Corporation
Mr. Ryoji Sato has been Member of the Board of Directors since June 2020. Previously, he had been Chief
Executive Officer of Deloitte Touche Tohmatsu LLC. He concurrently serves as Audit & Supervisory Board
Member of Nippon Life Insurance Company (Outside Director (Audit & Supervisory Committee Member) since
July 2022).
Mr. Takashi Tsukioka has been Member of the Board of Directors since June 2021. Previously, he had
been Representative Director, Chairman / Chief Executive Officer of Idemitsu Kosan Co., Ltd. He concurrently
serves as Honorary Advisor of Idemitsu Kosan Co., Ltd. and Outside Director of MITSUI-SOKO HOLDINGS
Co., Ltd.
113

Mr. Kotaro Ohno has been Member of the Board of Directors since June 2023. Previously, he had been
Superintending Prosecutor of the Tokyo High Public Prosecutors Office and Prosecutor-General. He concurrently
serves as Advisor of Atsumi & Sakai and Outside Audit & Supervisory Board Member of Komatsu Ltd.
Mr. Hiromichi Shinohara has been Member of the Board of Directors since June 2023. Previously, he had
been Senior Executive Vice President / Chairman of the Board of Directors of Nippon Telegraph and Telephone
Corporation. He concurrently serves as Executive Advisor of Nippon Telegraph and Telephone Corporation andOutside Director of Yamaha Corporation.
Mr. Masami Yamamoto has been Member of the Board of Directors since June 2019. Previously, he had
been Representative Director, Chairman / President of Fujitsu Limited. He concurrently serves as Director,
Senior Advisor of Fujitsu Limited and Outside Director of JFE Holdings, Inc.
Ms. Izumi Kobayashi has been Member of the Board of Directors since June 2017. Previously, she had
been President and Representative Director of Merrill Lynch Japan Securities Co., Ltd.*; and Executive Vice
President of the Multilateral Investment Guarantee Agency of the World Bank Group. She concurrently serves as
Outside Director of ANA HOLDINGS INC. and Outside Director of OMRON Corporation.
*Current BofA Securities Japan Co., Ltd
Ms. Yumiko Noda has been Member of the Board of Directors since June 2023. Previously, she had been
President and Representative Director of Veolia Japan K.K.; and Partner of Head of PPP and Infrastructure of
PwC Advisory; and Deputy Mayor of Yokohama City. She concurrently serves as Chairman and Representative
Director of Veolia Japan K.K. and Outside Director of Idemitsu Kosan Co., Ltd. and Outside Director of Benesse
Holdings, Inc.
Mr. Seiji Imai has been a non-executive Member of the Board of Directors and Chairman (Kaicho) sinceApril 2022. Previously, he had been Member of the Board of Directors from June 2021 to April 2022; Deputy
President & Senior Executive Officer / Head of Global Corporate Company from April 2021 to April 2022; andHead of Corporate & Institutional Company and Representative Executive Officer from April 2020 to April
2022; and Head of Global Products Unit from April 2020 to April 2021; and Head of Global Corporate Company
from April 2018 to April 2020; and Head of Asia & Oceania excl. East Asia from April 2016 to April 2018.
Note: Chairman (Kaicho) Imai engages in the company’s external activities, but does not chair the Board
meetings. The Board meetings are chaired by the independent director chair Izumi Kobayashi.
Mr. Hisaaki Hirama has been a non-executive Member of the Board of Directors since June 2019.
Previously, he had been Head of Internal Audit Group of Mizuho Bank, Ltd. from April 2017 to April 2019;
Executive Officer, General Manager of Nagoya Corporate Branch of Mizuho Bank, Ltd. from April 2015 toApril 2017; and Executive Officer, General Manager of Marunouchi-Chuo Branch Division No.1 of Mizuho
Bank, Ltd. from April 2014 to April 2015.
Mr. Masahiro Kihara has been the President & Group CEO (Representative Executive Officer) andMember of the Board of Directors since February 2022 and June 2022, respectively. Previously, he had been
Head of Global Products Unit from April 2021 to April 2022; and Deputy Head of Corporate & Institutional
Company and Deputy Head of Global Corporate Company from April 2021 to February 2022; and Head of
Strategic Planning Group of Mizuho Securities Co., Ltd. from April 2020 to April 2021; and Head of Financial
Control & Accounting Group of Mizuho Securities Co., Ltd. or in charge of similar responsibilities from April
2018 to April 2021; and Executive Officer, General Manager of Risk Management Department of Mizuho
Securities Co., Ltd. from April 2017 to April 2018. He concurrently serves as Member of the Board of Directors
at each of Mizuho Bank, Ltd., Mizuho Trust & Banking Co., Ltd., and Mizuho Securities Co., Ltd.
Mr. Makoto Umemiya has been Deputy President & Senior Executive Officer / Group Chief Digital
Officer (Group CDO) or in charge of similar responsibilities since April 2022 , and Member of the Board of114

Directors since April 2020. Previously, he had been Head of Financial Control & Accounting Group (GroupCFO) since June 2017 to April 2023; and General Manager of Financial Planning Department from April 2014 toApril 2017. He concurrently serves as Deputy President & Executive Officer of Mizuho Bank, Ltd. and Mizuho
Trust & Banking Co., Ltd. and President, CEO & Representative Director of Blue Lab Co., Ltd.
Mr. Motonori Wakabayashi has been Senior Executive Officer / Group Chief Risk Officer (Group CRO)or in charge of similar responsibilities and Member of the Board of Directors since April 2019 and June 2019,respectively. Previously, he had been Head of Compliance Group (Group CCO) from November 2021 to April
2022; and Member of the Board of Directors of Mizuho Research & Technologies, Ltd. from April 2021 to April
2022; and Head of Research & Consulting Unit or in charge of similar responsibilities from April 2016 to April
2020; and in charge of business promotion of Mizuho Bank, Ltd. from April 2016 to April 2018 ; and Executive
Officer, General Manager of Industry Research Division of Mizuho Bank, Ltd. from April 2015 to April 2016.
He concurrently serves as Deputy President & Executive Officer of Mizuho Bank, Ltd.
Mr. Nobuhiro Kaminoyama has been Senior Executive Officer / Group Chief Human Resources Group(Group CHRO) or in charge of similar responsibilities and Member of the Board of Directors since April 2021
and June 2021, respectively. Previously, he had been General Manager of Corporate Secretariat from June 2018
to June 2021; and General Manager of Corporate Banking Department No.9 from April 2017 to April 2018. He
concurrently serves as Managing Executive Officer of Mizuho Bank, Ltd. and Mizuho Trust & Banking Co., Ltd.

115

Executive Officers
Shown below is information regarding the executive officers of Mizuho Financial Group, Inc. as of June 28,
2023:
Name

Masahiro Kihara(1)

Age

Title

Area of OversightPresident & Group CEO(2). . . . . . . . 57
Makoto Umemiya(1) . . . . . . . 58 Deputy President & Senior
Executive Officer(2)Kazutoshi Isogai . . . . . . . . . . 54 Senior Executive Officer
Masayuki Sugawara . . . . . . . 58 Senior Executive Officer
Hidekatsu Take . . . . . . . . . . . 58 Senior Executive Officer

Kenya Koshimizu . . . . . . . . . 56 Senior Executive Officer
Daishi Sasaki . . . . . . . . . . . . 55 Senior Executive Officer
Noriyuki Sato . . . . . . . . . . . . 57 Senior Executive Officer
Tsutomu Yamamoto . . . . . . . 54 Senior Executive Officer
Yasuhiko Ushikubo . . . . . . . 56 Senior Executive Officer

Naoshi Inomata . . . . . . . . . . . 56 Senior Executive Officer
Minako Nakamoto . . . . . . . . 54 Senior Executive Officer
Takefumi Yonezawa . . . . . . . 52 Senior Executive Officer

Motonori Wakabayashi(1) . . . 58 Senior Executive Officer
Nobuhiro Kaminoyama(1) . . . 55 Senior Executive Officer
Natsumi Akita . . . . . . . . . . . . 51 Senior Executive Officer
Koji Yonei . . . . . . . . . . . . . . 61 Senior Executive Officer
Mitsuhiro Kanazawa . . . . . . . 55 Senior Executive Officer

Makoto Matsubara . . . . . . . . 55 Senior Executive Officer
Hisashi Kikuchi . . . . . . . . . . 57 Senior Executive Officer

President & Group CEOGroup Chief Digital Officer(Group CDO)
Head of Retail & Business Banking Company
Head of Corporate & Investment Banking
Company
Head of Global Corporate & Investment
Banking Company / In Charge of Specially
Assigned Matters
Co-Head of Global Markets Company
Co-Head of Global Markets Company
Head of Asset Management Company /In Charge of Specially Assigned Matters
Head of Global Transaction Banking Unit
Head of Research & Consulting Unit /Group Chief Sustainability Officer (Group
CSuO)
Group Chief Strategy Officer (Group CSO) /General Manager of Strategic Planning OfficeGroup Chief Governance Officer (Group CGO)
Group Chief Financial Officer (Group CFO) /General Manager of International AccountingStandards Project TeamGroup Chief Risk Officer (Group CRO)
Group Chief Human Resources Officer (Group
CHRO)
Group Chief People Officer (Group CPO) /Group Chief Culture Officer (Group CCuO)
Group Chief Information Officer (Group CIO)
Group Co-Chief Information Officer (GroupCo- CIO) / Group Chief Process Officer (Group
CPrO)
Group Chief Compliance Officer (Group CCO)
Group Chief Audit Executive (Group CAE)

Notes:(1) Executive officers concurrently serving as directors.
(2) Representative Executive Officer.
The executive officers’ current positions, key business experiences in the past and major concurrent offices(if any) are as follows:
For information on Messrs. Masahiro Kihara, Makoto Umemiya, Motonori Wakabayashi, andNobuhiro Kaminoyama, see “—Directors.”

116

Mr. Kazutoshi Isogai has been Senior Executive Officer / Head of Retail & Business Banking Company
since April 2023. Previously, he had been Deputy Head of Retail & Business Banking Company from April 2022
to April 2023; and General Manager for Strategic Planning Group or in charge of similar responsibilities fromMarch 2021 to April 2022; and General Manager of Fukuoka Branch of Mizuho Bank, Ltd. or in charge ofsimilar responsibilities from April 2019 to March 2021; and General Manager of Financial Planning Department
from April 2017 to April 2019. He concurrently serves as Managing Executive Officer of Mizuho Bank, Ltd.
Mr. Masayuki Sugawara has been Senior Executive Officer / Head of Corporate & Investment Banking
Company since April 2023. Previously, he had been CEO for East Asia or in charge of similar responsibilities
from April 2019 to April 2023; and Chairman of Mizuho Bank (China) Ltd. from August 2019 to June 2023; andGeneral Manager of Bangkok Branch of Mizuho Bank., Ltd. from April 2017 to April 2019. He concurrently
serves as Managing Executive Officer of Mizuho Bank, Ltd.
Mr. Hidekatsu Take has been Senior Executive Officer /Head of Global Corporate & Investment Banking
Company or in charge of similar responsibilities and In Charge of Specially Assigned Matters since April 2022
and April 2023, respectively. Previously, he had been Head of Corporate & Institutional Company since April
2022 to April 2023; and Head of Sogo Shosha, Realty & Financial Sponsor Industry Group of Mizuho Bank, Ltd.
or in charge of similar responsibilities from April 2021 to April 2022; and Head of Asia Oceania from April 2018
to April 2021; and Joint Head of Americas of Mizuho Bank, Ltd. from April 2016 to April 2018. He concurrently
serves as Managing Executive Officer of Mizuho Bank, Ltd.
Mr. Kenya Koshimizu has been Senior Executive Officer / Co-Head of Global Markets Company sinceApril 2022, and Co-Head of Global Markets Division of Mizuho Bank, Ltd. since April 2019. Previously, he had
been Co-Head of Fixed Income Business Division of Mizuho Securities Co., Ltd. from April 2018 to April 2019;
and General Manager of Treasury Department from April 2017 to April 2018. He concurrently serves as
Managing Executive Officer of Mizuho Bank, Ltd. and Mizuho Trust & Banking Co., Ltd.
Mr. Daishi Sasaki has been Senior Executive Officer / Co-Head of Global Markets Company since April
2023. Previously, he had been Head of Global Markets Division / Head of Research & Consulting Unit ofMizuho Securities Co., Ltd. from April 2021 to April 2023; and Deputy Head of Global Markets Division ofMizuho Securities Co., Ltd. from April 2020 to April 2021; and Head of Equity Business Division of Mizuho
Securities Co., Ltd. or in charge of similar responsibilities from April 2018 to April 2020. He concurrently serves
as Managing Executive Officer of Mizuho Securities Co., Ltd.
Mr. Noriyuki Sato has been Senior Executive Officer / Head of Asset Management Company and In
Charge of Specially Assigned Matters since April 2023. Previously, he had been Director, Chief Executive
Officer of Agility Asset Advisers ( PhillipCapital Group ), AP Property Fund Management from May 2021 toApril 2023; and Director, Chief Strategy Officer of Agility Asset Advisers ( PhillipCapital Group ), AP Property
Fund Management or in charge of similar responsibilities from April 2020 to May 2021; and Chief Investment
Officer of Asset Management One, Singapore from July 2017 to April 2020. He concurrently serves as Managing
Executive Officer of Mizuho Bank, Ltd.
Mr. Tsutomu Yamamoto has been Senior Executive Officer / Head of Global Transaction Banking Unit
since April 2023. Previously, he had been Head of Global Corporate Division / Head of Global Products Unit ofMizuho Bank, Ltd. or in charge of similar responsibilities from April 2021 to April 2023; and Deputy Head of
Asia & Oceania / General Manager of Asia &Oceania Corporate Banking Department of Mizuho Bank, Ltd.
from August 2020 to April 2021; and General Manager of Head of Europe Department of Mizuho Bank, Ltd. orin charge of similar responsibilities from April 2018 to April 2020; He concurrently serves as Managing
Executive Officer of Mizuho Bank, Ltd.
Mr. Yasuhiko Ushikubo has been Senior Executive Officer / Head of Research & Consulting Unit andGroup Chief Sustainability Officer (Group CSuO) since April 2020 and September 2022, respectively.
117

Previously, he had been Deputy President of Mizuho Research & Technologies, Ltd. from April 2021 to April
2023; and Deputy Head of Research & Consulting Unit from April 2019 to April 2020; and General Manager ofIndustry Research Department from April 2016 to April 2019. He concurrently serves as Managing Executive
Officer of Mizuho Bank, Ltd. and as Member of the Board of Directors of Mizuho Research & Technologies,
Ltd.
Mr. Naoshi Inomata has been Senior Executive Officer / Group Chief Strategy Officer (Group CSO) or in
charge of similar responsibilities and General Manager of Strategic Planning Office since April 2020 and April
2023, respectively. Previously, he had been in charge of Specially Assigned Matters from April 2019 to April
2021; and General Manager of Asia & Oceania Department of Mizuho Bank, Ltd. from April 2016 to April 2019.
He concurrently serves as Managing Executive Officer of Mizuho Bank, Ltd. and Mizuho Trust & Banking Co.,Ltd.
Ms. Minako Nakamoto has been Senior Executive Officer / Group Chief Governance Officer (Group
CGO) since April 2023. Previously, she had been General Manager of Corporate Planning Department ofMizuho Securities Co., Ltd. from April 2020 to April 2023; and General Manager of Ginza Branch of Mizuho
Bank, Ltd. from April 2018 to April 2020. She concurrently serves as Managing Executive Officer of Mizuho
Bank, Ltd. and Mizuho Trust & Banking Co., Ltd.
Mr. Takefumi Yonezawa has been Senior Executive Officer / Group Chief Financial Officer (Group CFO)
and General Manager of International Accounting Standards Project Team since April 2023 and April 2022,
respectively. Previously, he had been Deputy Head of Financial Control & Accounting Group from April 2022 toApril 2023; and General Manager of Financial Planning Department from April 2019 to April 2022; and Joint
General Manager of Financial Planning Department from April 2016 to April 2019. He concurrently serves as
Managing Executive Officer of Mizuho Bank, Ltd. and Mizuho Trust & Banking Co., Ltd.
Ms. Natsumi Akita has been Senior Executive Officer / Group Chief People Officer (Group CPO) andGroup Chief Culture Officer (Group CCuO) since April 2023 and December 2022, respectively. Previously, she had
been Vice President of Marketing Division of Adobe Inc. from April 2018 to May 2022; and Senior Director ofMarketing Division of Adobe Inc. from April 2017 to April 2018; and Vice President of Japan Region of Mastercard
Inc. from November 2015 to April 2017. She concurrently serves as Managing Executive Officer of Mizuho Bank,
Ltd. Mizuho Trust & Banking Co., Ltd. and Mizuho Securities Co., Ltd.
Mr. Koji Yonei has been Senior Executive Officer / Group Chief Information Officer (Group CIO) or in
charge of similar responsibilities since January 2022. Previously, he had been Group Chief Digital Innovation
Officer (Group CDIO) from January 2022 to April 2022; and Co-Head of IT & Systems Group from July 2021 toJanuary 2022; and Vice President, COO of MI Digital Services Co., Ltd. from June 2020 to July 2021; andDeputy Head of IT & Systems Group or in charge of similar responsibilities from April 2013 to April 2020. He
concurrently serves as Deputy President & Executive Officer of Mizuho Bank, Ltd.; and Member of the Board of
Directors of Mizuho Research & Technologies, Ltd.
Mr. Mitsuhiro Kanazawa has been Senior Executive Officer / Group Co-Chief Information Officer(Group Co- CIO) or in charge of similar responsibilities and Group Chief Process Officer (Group CPrO) sinceApril 2022 and April 2023, respectively. Previously, he had been Deputy Head of Strategic Planning Group or in
charge of similar responsibilities from March 2021 to April 2022; and General Manager of Risk Management
Department from April 2020 to March 2021; and he had been in charge of Credit of Global Corporate
Department from April 2019 to April 2020; and General Manager of Americas Division from April 2015 to April
2019.
Mr. Makoto Matsubara has been Senior Executive Officer / Group Chief Compliance Officer(Group CCO) or in charge of similar responsibilities since April 2022. Previously, he had been Group Chief
Crisis Management Officer (Group CCMO) from July 2021 to April 2022; and Executive Officer, General118

Manager of Global Talent Planning and Management Department or in charge of similar responsibilities from
April 2019 to July 2021; and General Manager of Planning Administration Department from April 2018 to April
2019; and General Manager of Compliance Department from April 2016 to April 2018. He concurrently serves
as Managing Executive Officer of Mizuho Bank, Ltd. and Mizuho Trust & Banking Co., Ltd.
Mr. Hisashi Kikuchi has been Senior Executive Officer / Group Chief Audit Executive (Group CAE) or in
charge of similar responsibilities since April 2020. Previously, he had been Head of Strategic Planning Group(Group CSO) from April 2018 to April 2020; Member of the Board of Directors from June 2018 to June 2019;
and General Manager of Corporate Secretariat from April 2015 to June 2018. He concurrently serves as Memberof the Board of Directors (Audit & Supervisory Committee Member) of Mizuho Bank, Ltd., Mizuho Trust &Banking Co., Ltd. and Mizuho Securities Co., Ltd., and Corporate Auditor of Mizuho Research & Technologies,
Ltd.
No family relationship exists among any of the directors and executive officers.
6.B. Compensation
As a Company with Three Committees under the Companies Act, compensation for each individual director
and executive officer as defined in the Companies Act, including bonuses, retirement allowances, incentive stock
options, performance payments and stock compensation, needs to be determined at the Compensation
Committee, which is required to consist of at least three directors and the majority of which is required to consistof outside directors. See “Item 6. C. Board Practices” for more information regarding Mizuho Financial Group’s
corporate governance.
The aggregate compensation paid by Mizuho Financial Group and its subsidiaries to the directors andexecutive officers as defined in the Companies Act of Mizuho Financial Group for the fiscal years ended
March 31, 2023 (basic salaries, stock compensation I (paid or expected to be paid at the time of retirement) andothers) and March 31, 2022 (performance payments and stock compensation II (paid during the term in office))are shown on the following table:

Classification

Directors . . . . . . . . . . . . Amount
Number of
Persons
Executive officers as
defined in the
Companies Act . . . . . Amount
Number of
Persons

Aggregate Amounts of Compensation by Type (in millions of yen)
For the fiscal year ended
For the fiscal year ended
March 31, 2023
March 31, 2022
Stock
Compensation I
Aggregate(paid or
Stock
Amount of
expected to beCompensation II
Compensation
Basic paid at the time
Performance (paid during the(in millions of yen) Salaries of retirement) Other Payments
term in office) Other

319

229

40

0

—

—

49

9

9

9

8

—

—

1

1,548

789

127

1

314

316

—

23

18

18

18

17

17

—

Notes:(1) Fractions are rounded down.
(2) With respect to the number of persons, the directors and executive officers as defined in the Companies Act
who were actually paid or expected to be paid for the fiscal years ended March 31, 2022 and 2023 arestated.
(3) With respect to the amounts, the aggregate amounts paid or expected to be paid for the fiscal years ended
March 31, 2022 and 2023 are stated.
119

(4) The aggregate compensation paid to directors who concurrently serve as executive officers as defined in the
Companies Act is included in the above table as those of “Executive officers as defined in the Companies
Act.”(5) The number of directors in the “Basic Salaries” and “Stock Compensation I” column for the fiscal year
ended March 31, 2023 includes one director who retired on June 21, 2022. The number of executive officers
as defined in the Companies Act for the compensation for the fiscal year ended March 31, 2022 includes one
executive officer as defined in the Companies Act who resigned on November 26, 2021, one executive
officer as defined in the Companies Act who resigned on January 17, 2022, one executive officer as definedin the Companies Act who was dismissed (*) on February 1, 2022, and two executive officers as defined in
the Companies Act who resigned on April 1, 2022.
(*Due to health reasons, the original plan (resignation on April 1, 2022) was moved forward.)(6) With respect to the Stock Compensation I for the directors and the executive officers as defined in the
Companies Act, the amounts given are obtained by multiplying the stock ownership points granted by theCompensation Committee of Mizuho Financial Group in July 2022 based on the functions andresponsibilities of each of the Officers, as the stock ownership points granted for the fiscal year ended
March 31, 2023 (one (1) point translates into one (1) share of common stock of Mizuho Financial Group) by
the book value of Mizuho Financial Group stock (¥1,607.087 per share).
(7) The condolence money premiums subsidies concerning the fiscal year ended March 31, 2023 are included in
the above table under the “Other” column for the fiscal year ended March 31, 2023, which are based on thedecision by the Compensation Committee.
(8) The metric for such performance payments and stock compensation II for the fiscal year ended March 31,
2022 was our consolidated net business profits and net gains or losses related to ETFs and others andconsolidated net income and consolidated ROE and expense ratio. The target amount and results of theconsolidated net business profits and net gains or losses related to ETFs and others metric were
¥790.0 billion and ¥853.1 billion, respectively. The target amount and results of the consolidated net income
metric were ¥510.0 billion and ¥530.4 billion, respectively. The target amount and result of consolidated
ROE metric were 6.1% and 6.4%, respectively. The target amount and results of the expense ratio metric
were 64.0% and 63.3%, respectively.
(9) With respect to the performance payments for executive officers as defined in the Companies Act, theamounts decided by the Compensation Committee of Mizuho Financial Group in July 2022 as theperformance payments for the fiscal year ended March 31, 2022 are stated.
(10) With respect to the Stock Compensation II for the executive officers as defined in the Companies Act, theamounts given are obtained by multiplying the stock ownership points granted by the Compensation
Committee of Mizuho Financial Group in July 2022 based on each position and performance, as the stock
ownership points granted for the fiscal year ended March 31, 2022 by the book value of Mizuho Financial
Group stock (¥1,607.087 per share). Stock Compensation II for the fiscal year ended March 31, 2022 is
expected to be paid as deferred payments over three years from the fiscal year ending March 31, 2024.
(11) Because the amount of the performance payments and stock compensation II to be paid with respect to thefiscal year ended March 31, 2023 has not yet been determined at present, the aggregate compensation above
does not include the amount of such performance payments and stock compensation II; however, thenecessary reserve is recorded for accounting purposes.

120

Listed companies in Japan are required under Cabinet Office Ordinance on Disclosure of Corporate Affairs,
etc., to disclose the compensation provided to their directors, audit & supervisory board members and executive
officers as defined in the Companies Act for the relevant fiscal year if the aggregate annual compensation per the
director / audit & supervisory board member / executive officer as defined in the Companies Act equals or
exceeds ¥100 million (including any compensation provided by major subsidiaries of such listed company as
directors and audit & supervisory board members of such subsidiaries). The following table sets forth therelevant information that Mizuho Financial Group has disclosed pursuant to such regulations:Aggregate Amounts of Compensation by Type (in millions of yen)
For the fiscal year ended
March 31, 2023

Name
(Classification)

Masahiro Kihara(Executive officer as
defined in the
Companies Act)
Seiji Imai
(Director)
Naofumi Fuke
(Executive officer as
defined in the
Companies Act)
Makoto Umemiya(Executive officer as
defined in the
Companies Act)

Aggregate
Amount ofCompensation(in millions of yen)

Stock
Compensation I(paid orStockexpected to beCompensation II
Basic paid at the time
Performance (paid during theSalaries of retirement) Other Payments
term in office) Other

Company146

Mizuho Financial Group
Mizuho Bank
Mizuho Trust & Banking
Mizuho Securities

74
4
1
2

16
0
0
0

136

Mizuho Financial Group

75

111

Mizuho Financial Group
Mizuho Financial Group
Mizuho Bank
Mizuho Trust & Banking

105

For the fiscal year ended
March 31, 2022

0

12
8
0
0

13
9
0
0

—
—
—
—

14

0

22

23

—

40

9

0

29

31

—

22
24
8

3
3
1

0

8
9
3

8
9
3

—
—
—

—
—
—

—
—

Note:
(1) Fractions are rounded down.
(2) An executive officer as defined in the Companies Act who concurrently serves as a director is indicated as
Executive officer as defined in the Companies Act.
Mizuho Financial Group and some of its subsidiaries, including the former Mizuho Bank and the former
Mizuho Corporate Bank, abolished their respective retirement allowance programs for directors, audit &supervisory board members 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 audit & supervisory board members (other than those elected after suchshareholders’ meeting) at the time of their respective retirement.
In conjunction with the abolishment of the retirement allowance program, Mizuho Financial Group obtained
shareholders’ approval for the introduction of stock acquisition rights for directors (excluding outside directors)
at the ordinary general meeting of shareholders held on June 26, 2008. On January 30, 2009, the Board of
Directors resolved to issue stock acquisition rights to directors and executive officers and subsequently allottedan aggregate of 5,409 stock acquisition rights on February 16, 2009. As the directors of Mizuho Financial Group,
the directors received 435 stock acquisition rights. Each stock acquisition right represents a right to purchase 100
shares of the common stock at ¥1 per share of common stock. The period during which the stock acquisitionrights may be exercised shall be until February 16, 2029. Their exercise is conditioned on the holder losing his or
her status as director or executive officer. The book value of each stock acquisition right was ¥190,910 as ofMarch 31, 2023.
On September 3, 2009, the Board of Directors resolved to issue stock acquisition rights to directors andexecutive officers and subsequently allotted an aggregate of 5,835 stock acquisition rights on September 25,
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2009. As the directors of Mizuho Financial Group, the directors received 500 stock acquisition rights. Each stockacquisition right represents a right to purchase 100 shares of the common stock at ¥1 per share of common stock.
The period during which the stock acquisition rights may be exercised shall be until September 25, 2029. Their
exercise is conditioned on the holder losing his or her status as director or executive officer. The book value ofeach stock acquisition right was ¥168,690 as of March 31, 2023.
On July 30, 2010, the Board of Directors resolved to issue stock acquisition rights to directors and executive
officers and subsequently allotted an aggregate of 6,808 stock acquisition rights on August 26, 2010. As the
directors of Mizuho Financial Group, the directors received 500 stock acquisition rights. Each stock acquisitionright represents a right to purchase 100 shares of the common stock at ¥1 per share of common stock. The period
during which the stock acquisition rights may be exercised shall be until August 26, 2030. Their exercise isconditioned on the holder losing his or her status as director or executive officer. The book value of each stockacquisition right was ¥119,520 as of March 31, 2023.
On November 18, 2011, the Board of Directors resolved to issue stock acquisition rights to directors andexecutive officers, and subsequently allotted an aggregate of 12,452 stock acquisition rights on December 8,
2011. As the directors of Mizuho Financial Group, the directors received 500 stock acquisition rights. Each stockacquisition right represents a right to purchase 100 shares of the common stock at ¥1 per share of common stock.
The period during which the stock acquisition rights may be exercised shall be until December 8, 2031. Their
exercise is conditioned on the holder losing his or her status as director or executive officer. The book value ofeach stock acquisition right was ¥91,840 as of March 31, 2023.
On July 31, 2012, the Board of Directors resolved to issue stock acquisition rights to directors and executive
officers, and subsequently allotted an aggregate of 11,776 stock acquisition rights on August 31, 2012. As the
directors of Mizuho Financial Group, the directors received 498 stock acquisition rights. Each stock acquisitionright represents a right to purchase 100 shares of the common stock at ¥1 per share of common stock. The period
during which the stock acquisition rights may be exercised shall be until August 31, 2032. Their exercise isconditioned on the holder losing his or her status as director or executive officer. The book value of each stockacquisition right was ¥113,250 as of March 31, 2023.
On January 31, 2014, the Board of Directors resolved to issue stock acquisition rights to directors andexecutive officers, and subsequently allotted an aggregate of 7,932 stock acquisition rights on February 17, 2014.
As the directors of Mizuho Financial Group, the directors received 184 stock acquisition rights. Each stockacquisition right represents a right to purchase 100 shares of the common stock at ¥1 per share of common stock.
The period during which the stock acquisition rights may be exercised shall be until February 17, 2034. Their
exercise is conditioned on the holder losing his or her status as director or executive officer. The book value ofeach stock acquisition right was ¥192,610 as of March 31, 2023.
On May 14, 2014, the Board of Directors determined to delegate to the President & CEO the authority todetermine to issue stock acquisition rights to directors and executive officers, provided that Mizuho Financial
Group would transform from a Company with Audit & Supervisory Board into a Company with Three
Committees. Later, on June 24, 2014, the transformation was approved at the ordinary general meeting ofshareholders.
On November 14, 2014, the President & CEO determined to issue stock acquisition rights to directors andexecutive officers and subsequently allotted an aggregate of 9,602 stock acquisition rights on December 1, 2014.
As the directors of Mizuho Financial Group, the directors received 126 stock acquisition rights. Each stockacquisition right represents a right to purchase 100 shares of the common stock at ¥1 per share of common stock.
The period during which the stock acquisition rights may be exercised shall be until December 1, 2034. Their
exercise is conditioned on the holder losing his or her status as director or executive officer. The book value ofeach stock acquisition right was ¥186,990 as of March 31, 2023.
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Mizuho Financial Group’s Compensation Committee resolved, at the meeting held on May 15, 2015, todiscontinue the incentive stock option program along with the introduction of performance payments and stockcompensation for directors and officers. In addition, the Compensation Committee resolved, at the meeting heldon June 14, 2018, to amend the compensation system in order to further clarify the linkage between businessperformance and compensation. For further information on the current compensation system, including
performance payments and stock compensation, see “Mizuho Financial Group Basic Policy for Executive
Compensation” below.
“Mizuho Financial Group Basic Policy for Executive Compensation”
Mizuho Financial Group set out the “Mizuho Financial Group Basic Policy for Executive Compensation”(the “Basic Policy for Executive Compensation”) concerning the determination of compensation for eachindividual director and executive officer (the “Officers”) of Mizuho Financial Group as well as Mizuho Bank,
Mizuho Trust & Banking and Mizuho Securities (the “Three Core Companies”).
Basic Principle
Executive compensation shall be provided as compensation for the responsibilities assigned to and theperformance of, each of the Officers, and function as an incentive for each of the Officers to exercise theirdesignated function to the fullest in our effort to realize management that contributes to value creation for various
stakeholders and improve corporate value through continuous and stable corporate growth, based on our basic
management policies under our corporate philosophy.
Executive Compensation System
1.

Executive compensation for each of the Officers shall be determined based on a pre-determined
executive compensation system.

2.

The executive compensation system shall include systems and rules related to, among other factors,
payment compensation standard (standard amounts), structure (such as fixed and variable portions),
form (such as cash or stocks) and timing (such as regular payment or payment at resignation).

3.

The executive compensation system shall be established in accordance with both domestic and foreign
rules and guidelines concerning executive compensation.

4.

The executive compensation system shall reflect our economic and social environment as well as ourgroup’s medium- and long-term business performance, and we shall establish our system appropriately
by referring to such systems of other companies, including our competitors, in its establishment.

Control
1.

Part of an Officer’s executive compensation shall be provided on a deferred payment basis overmultiple years in order to mitigate risks stemming from actions taken for short-term gains that areexcessively risky or could compromise value creation for various stakeholders.

2.

We shall introduce, as necessary, methods to decrease or compel forfeiture of such deferred amounts or
to compel forfeiture of, in whole or in part, compensation already paid.

Governance1.

In order to effectively secure objectivity, appropriateness and fairness with respect to executive
compensation, the Compensation Committee shall determine important related matters such as thispolicy, the design of the executive compensation system and the executive compensation for each of
director and executive officer as defined in the Companies Act.
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2.

All members of the Compensation Committee shall be in principle appointed from among outside
directors (or at least non-executive directors), and the Chairman thereof shall be an outside director.

Disclosure
In order to effectively secure transparency with respect to executive compensation, this policy, the executive
compensation system and executive compensation that has been decided, shall be disclosed in a lawful,appropriate manner through suitable means.
Compensation System•

Compensation for the Officers responsible for business execution shall, in principle, consist of Basic
Salary, Stock Compensation and Performance Payments. In addition, the composition ratio of fixedcompensation and corporate performance linked compensation and others (variable compensation) will
be determined according to the functions and responsibilities of each of the Officers and thecomposition ratio of fixed compensation of the Group CEO is determined to be the minimum
composition ratio.

•

From the perspective of ensuring the effectiveness of the supervisory function, compensation for
non-executive officers responsible for management supervision shall be, in principle, in the form of
fixed compensation consisting of Basic Salary and Stock Compensation I and such composition shall be,in principle, 85% and 15%, respectively.

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«Composition of Compensation»

125

*

*

•

A system is adopted which enables malus (forfeiture of compensation remaining unpaid) and clawback(request for return of compensation) by resolution of the Compensation Committee depending on theperformance of the group or the individual.
For the Officers appointed outside Japan, the standard amount and the composition and details of theexecutive compensation may be determined individually based on local compensation rules andpractices as well as compensation levels of our competitors.
Matters regarding corporate performance linked compensation and others (variable compensation)

The corporate performance linked compensation and others (variable compensation) shall be
determined by multiplying the standard amount, which is determined based on the functions andresponsibilities of each of the Officers, by a corporate performance linked coefficient. To determine thecoefficient, the quantitative items are evaluated based on the target achievement rates for the “Consolidated
Net Business Profits + Net Gains (Losses) related to ETFs and others” (which indicates the profitability of
the core operations), the “Profit Attributable to Owners of Parent” (which is the final result ofmanagement’s performance), the “Consolidated ROE” and the “Expense Ratio” (which indicate themanagement’s efficiency). The target achievement rate for each indicator will be capped at 150% and will
be set at 0% if it falls below the target by a certain degree. In addition, the qualitative items are evaluatedcomprehensively, ranging from 0 to 150%, from the perspective of increasing corporate value through thegroup’s sustainable and stable growth based on items that, for example, cannot be recognized only by thetarget achievement rates, such as the “quality of profits” (which takes into account the comparisons withprevious years and other companies) and the “sustainability initiatives” (which utilized the comparisonswith previous years and other companies that were evaluated by four major ESG evaluation institutions(S&P Global, Sustainalytics, MSCI and FTSE)). In addition to the above, for the Officers other than theGroup CEO, the evaluation on, among other matters, the results of each organization that each of the
Officers is in charge of (in-house companies and units) will also be taken into consideration. Stock
Compensation II fluctuates, in principle, within the range of 0% to 130% of the standard amount, and the
Performance Payment fluctuates, in principle, within the range of 0% to 170% of the standard amount.
•Matters regarding non-monetary compensation (Stock Compensation)

We have introduced a stock compensation system utilizing a trust (the “System”).The System operates
through the Board Benefit Trust (BBT), in which our shares are acquired from the stock market through the trustwith the fund we contribute to, which is to be provided to the Officers in accordance with the Rules ofDistribution of Officer Shares stipulated. The System consists of Stock Compensation I and Stock
Compensation II.
Stock Compensation I refers to the system in which a fixed number of shares is given to an Officer at thetime of resignation, which is determined by the functions and responsibilities of each of the Officers at the time.
The system allows for a reduction or forfeiture of the compensation depending on the performance of the groupor the individual.
Stock Compensation II is a system in which deferred payments over three years will be made in the form ofshares determined in accordance with the level of achievement of our Five Year Business Plan or other factors(for example, the target achievement rates of the “Consolidated Net Business Profits + Net Gains (Losses) related
to ETFs and others” and other items). The system allows for a reduction or forfeiture of the deferredcompensation depending on the performance of the group or the individual.
The voting rights pertaining to the shares owned by the trust shall not be exercised.

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Compensation Determination Process
The Compensation Committee shall determine the executive compensation system, including thecompensation system set out in “Compensation System,” taking into account the Basic Policy for Executive
Compensation. In addition, in order to ensure fairness and objectivity concerning the compensation for each of
the Officers, the Compensation Committee shall determine the compensation for each individual director andexecutive officer of Mizuho Financial Group as defined in the Companies Act and approve the compensation ofeach individual director of the Three Core Companies.
The President & CEO, pursuant to this policy and regulations and detailed rules, etc., shall determine thecompensation for each executive officer as defined in our internal regulations, and approve the compensation ofeach individual executive officer of the Three Core Companies.
The Compensation Committee shall verify the validity of the compensation system and standards based on
economic and social conditions and survey data with respect to management compensation provided by external
specialized organizations.
The Compensation Committee may have officers who are not members of the committee (including officersof the Three Core Companies) such as the President & CEO and external experts, etc., attend its meetings andprovide their opinion in order to facilitate adequate and appropriate discussions and determinations.
Revision and Abolishment of the Policy
Revision and abolishment of the Basic Policy for Executive Compensation shall be resolved by theCompensation Committee of Mizuho Financial Group.
6.C. Board Practices
Under the Companies Act, Companies with Three Committees are required to establish a nominating
committee, a compensation committee and an audit committee and the majority of the respective committee
members must be outside directors, as defined under the Companies Act. Such companies are also required toappoint executive officers under the Companies Act.
Mizuho Financial Group transformed into a Company with Three Committees from a Company with
Audit & Supervisory Board in June 2014. We believe that, under the current legal system, a Company with Three
Committees is the most effective as a system to realize the basic policy regarding our corporate governancesystem for the following reasons:•

To allow executive officers to make swift and flexible decisions on business execution delegated by the
Board of Directors and to implement business execution, and to allow the Board of Directors to focus
on determining matters such as basic management policies and effectively supervising management.

•

To secure to the fullest extent possible a checks and balances function that fully utilizes the viewpointsof outside parties and objectively secure appropriateness and fairness in decision-making throughmembers of the Nominating Committee, the Compensation Committee and the Audit Committee,
which consist mainly of outside directors.

•

To make possible the creation of systems that are necessary to realize the fundamental perspectives
regarding our corporate governance in a form that takes into account what we aim to be and ourchallenges.

•

To be in line with governance systems that are required globally with a strong recognition that we
operate globally and are in a position in which we should play a leading role in the industry as afinancial group that is a G-SIFI to continue constructing an even stronger governance system that will127

agilely respond to domestic and global structural changes and overcome a highly competitiveenvironment; and as a result, to allow us to fulfill our social role and mission, which is to realize
continuous and stable corporate growth and improved corporate value and shareholder interests andcontribute to domestic and global economic and industrial development and prosperity of society, in
response to the demands of our stakeholders.
Pursuant to its articles of incorporation, Mizuho Financial Group has established general meetings ofshareholders, individual directors, the Board of Directors, the Nominating Committee, the Compensation
Committee, the Audit Committee and an independent accounting auditor as the primary components of its
corporate governance system.
Board of Directors
Under the Companies Act, directors are elected by resolution of the general meetings of shareholders, andtheir term of office ends at the close of the ordinary general meeting of shareholders relating to the fiscal year
ending within a year following their appointment.
In addition, under the Companies Act, the duties of the board of directors include making decisions on
business execution and supervision of the execution of duties of directors and executive officers, and by its
resolution, it may delegate making decisions on business execution (excluding certain specified matters) to the
executive officers.
The main roles of the Board of Directors are making decisions on business execution such as basic management
policies, which are legally matters to be determined solely by the Board of Directors, and supervising the execution ofduties by directors and executive officers. In order to fulfill the roles mentioned above, the Board of Directors shallappropriately establish and supervise the operation of the internal control systems (regarding matters such as risk
management, compliance and internal auditing) and risk governance systems of our group. The Board of Directors
shall, in principle, delegate to our President & CEO, who is also our Group CEO, decisions on business execution(excluding matters that are legally required to be determined solely by the Board of Directors), for the purpose ofrealizing swift and flexible decision-making and expeditious corporate management and strengthening the supervisionof directors and executive officers by the Board of Directors.
Pursuant to the articles of incorporation, Mizuho Financial Group may have no more than 15 directors.
Mizuho Financial Group maintains the following structure in order to manage the Board of Directors in an
effective and stable manner. In light of the role of the Board of Directors to supervise management, (i) outside
directors and internal directors who do not concurrently serve as persons performing executive roles (“Internal
Non-Executive Directors,” and together with outside directors, “Non-Executive Directors”) comprise a majorityof the directors in the Board of Directors and (ii) at least a third of the members of the Board of Directors areoutside directors. Currently, the Board of Directors consists of a total of 14 directors (eight outside directors, twoInternal Non-Executive Directors and four directors concurrently serving as executive officers).
The Chairperson of the Board of Directors shall, in principle, be an outside director (or at least a
Non-Executive Director) in light of the role of the Board of Directors to supervise management. Currently,
Ms. Izumi Kobayashi serves as the Chairperson of the Board of Directors.
The Board of Directors held 24 meetings in the fiscal year ended March 31, 2023. In particular, the Board
discussed corporate philosophy and purpose, the new medium-term business plan, a new group-based humanresources system, sustainability promotion, the recognition of current management issues and the current statusof key strategies at major subsidiaries, and the progress of the business improvement plan. The averageattendance rate was 100%.

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Nominating Committee
Under the Companies Act, the nominating committee is required to consist of at least three directors, andthe majority of its members is required to consist of outside directors. The duties of the nominating committee
include the determination of the contents of proposals regarding the appointment and dismissal of directors to besubmitted to the general meetings of shareholders.
The main roles of the Nominating Committee of Mizuho Financial Group are determining the contents ofproposals regarding the appointment and dismissal of directors of Mizuho Financial Group to be submitted to thegeneral meetings of shareholders, exercising the approval rights held by Mizuho Financial Group with respect tothe appointment and dismissal of directors of each of the Three Core Companies, and exercising the approvalrights held by Mizuho Financial Group with respect to the appointment and removal of representative directors
and senior directors of the Three Core Companies.
The Chairperson of the Nominating Committee shall be an outside director, and in principle its members
shall be appointed from among outside directors (or at least Non-Executive Directors) in order to ensure
objectivity and transparency in the appointment of directors. Currently, all members of the Nominating
Committee, including the Chairperson, are outside directors. As of June 23, 2023, the members of theNominating Committee are Mr. Yoshimitsu Kobayashi (Chairperson), Mr. Takashi Tsukioka, Mr. Kotaro Ohno,
Mr. Hiromichi Shinohara, Mr. Masami Yamamoto and Ms. Izumi Kobayashi.
The Nominating Committee held 12 meetings in the fiscal year ended March 31, 2023. In particular, theCommittee discussed the concept of Board composition, the succession of outside directors and our Group CEO,and director nomination and appointment for the fiscal year ending March 31, 2024 at Mizuho Financial Groupand the Three Core Companies. The average attendance rate was 100%.
Compensation Committee
Under the Companies Act, the compensation committee is required to consist of at least three directors, andthe majority of its members is required to consist of outside directors. The duties of the compensation committee
include the determination of the compensation for each individual director and executive officer.
The main roles of the Compensation Committee of Mizuho Financial Group are determining thecompensation for each individual director and executive officer of Mizuho Financial Group, exercising theapproval rights held by Mizuho Financial Group regarding compensation of each individual director of the Three
Core Companies, and determining the basic policies and compensation system for directors and executive
officers of Mizuho Financial Group and the Three Core Companies.
The Chairperson of the Compensation Committee shall be an outside director, and in principle its members
shall be appointed from among the outside directors (or at least Non-Executive Directors) in order to ensure
objectivity and transparency in the compensation of directors and executive officers. Currently, all members of
the Compensation Committee, including the Chairperson, are outside directors. As of June 23, 2023, themembers of the Compensation Committee are Mr. Masami Yamamoto (Chairperson), Mr. Takashi Tsukioka and
Ms. Yumiko Noda.
The Compensation Committee held eight meetings in the fiscal year ended March 31, 2023. The Committee
discussed the determination of individual compensation for directors and executive officers, the determination of
performance-linked compensation for the fiscal year ended March 31, 2022, the verification and review ofcompensation levels in light of market research, and the verification and review of our group’s executive
compensation system. The average attendance rate was 100%.
Audit Committee
Under the Companies Act, the audit committee is required to consist of at least three Non-Executive
Directors, and the majority of its members is required to consist of outside directors. The duties of the audit
129committee include the audit of the execution of duties by directors and executive officers and preparation of audit
reports.
The main roles of the Audit Committee of Mizuho Financial Group are auditing the execution of duties by
the directors and executive officers, monitoring and inspecting the establishment and management of the internal
control system of Mizuho Financial Group and its subsidiaries, monitoring and inspecting the condition of theexecution of duties with respect to corporate management of subsidiaries and others by executive officers,
preparing audit reports, and determining the contents of proposals regarding the appointment, dismissal andnon-reappointment of independent accounting auditors to be submitted to the general meetings of shareholders,and adopting resolutions regarding the approval of basic internal audit plans, as well as the Internal Audit
Group’s budget, commission of our Group Chief Audit Executive, and appointment of the General Manager of
the Internal Audit Group.
Given that it is necessary for the Audit Committee to gather information through internal directors who arefamiliar with the financial business and related regulations, share information among the Audit Committee and tohave sufficient coordination with internal control departments, Mizuho Financial Group shall in principle appoint
one or two Internal Non-Executive Directors as full-time members of the Audit Committee. The majority of its
members including the Chairperson shall be outside directors. Currently, among the four members of the Audit
Committee, one member is appointed among Internal Non-Executive Directors as a full-time member of the
Audit Committee, and three members including the Chairperson are appointed among outside directors. As ofJune 23, 2023 the members of the Audit Committee are Mr. Takashi Tsukioka (Chairperson), Mr. Ryoji Sato,
Mr. Kotaro Ohno and Mr. Hisaaki Hirama.
The Audit Committee held 19 meetings in the fiscal year ended March 31, 2023. In particular, theCommittee confirmed the effectiveness of the Structure for Ensuring Appropriate Conduct of Operations(internal control system) and provided relevant opinions. Moreover, the Committee monitored the progress ofpriority measures in the executive departments, risk recognition, and efforts to strengthen internal management
systems with priority. The average attendance rate was 100%.
The members of the Audit Committee shall meet independence requirements under the U.S. securities laws
and regulations as may from time to time be applicable to the Company. Further, at least one member of the
Audit Committee shall be a “financial expert” as defined under U.S. laws.
Mizuho Financial Group has established committees and other organizations on a voluntary basis in addition
to the above legally-required three committees as set forth below:•

Risk Committee
The Risk Committee, as an advisory body to the Board of Directors, shall make recommendations to
the Board of Directors regarding decision-making and supervision relating to risk governance andsupervision of matters such as the status of risk management.
The Risk Committee shall, in principle, comprise no less than three members who shall be
Non-Executive Directors or outside experts. Currently, the Risk Committee comprises an Internal
Non-Executive Director, who serves as the Chairperson, three outside directors, and two outside
experts.
The Risk Committee held 10 meetings in the fiscal year ended March 31, 2023. In particular, theCommittee discussed the direction of the selection of top risks, the direction and operational status of
the risk appetite framework, the status of comprehensive risk management, the status of sustainability
initiatives, business and risk awareness in overseas regions, system risk management, andcybersecurity initiatives. The average attendance rate was 100%.

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•

Human Resources Review Meeting
The Human Resources Review Meeting shall deliberate over plans for the appointment and dismissalof Mizuho Financial Group’s executive officers as defined in the Companies Act and plans for theappointment and removal of or commission to Mizuho Financial Group’s executive officers (as definedin the Companies Act or our internal regulations) with special titles, such plans to be decided upon by
the Board of Directors. Additionally, the Human Resources Review Meeting shall deliberate over plans
for the appointment and removal of or commission to the Three Core Companies’ executive officers as
defined in our internal regulations with special titles, such plans to be approved by the Board of
Directors.
The Human Resources Review Meeting shall comprise the members of the Nominating Committee andour Group CEO in order to ensure transparency and fairness in the appointment of executive officers
and specialist officers.
The Human Resources Review Meeting held 10 meetings in the fiscal year ended March 31, 2023. In
particular, the Meeting discussed the succession of key executives, a review of the advisory system,and personnel changes for executive line officers in the fiscal year ending March 31, 2024. The averageattendance rate was 100%.

•

System Failure Response Evaluation Committee
In March 2021, following the series of IT system failures in Mizuho Bank, the Board of Directors ofMizuho Financial Group, decided to establish the System Failure Response Evaluation Committee
consisting solely of outside directors for comprehensive evaluation of measures to prevent further
incidents and other matters.
The System Failure Response Evaluation Committee held nine meetings in the fiscal year ended
March 31, 2023. The Committee discussed the progress of the business improvement plan and theestablishment of measures to prevent recurrence, efforts to strengthen IT governance, recognition ofissues related to the IT domain in our group from an external perspective, new initiatives to understandthe actual situation in the field and to strengthen in-field capabilities through discussions with theexecutives and employees of Mizuho Financial Group and its subsidiaries, and the status ofmanagement resources related to IT. The average attendance rate was 100%.

•

Outside Director Session
The Outside Director Session shall comprise only outside directors and exchange information and share
understanding with each other and provide objective and candid opinions to management based on theoutside directors’ perspectives as outsiders.
The Outside Director Session held five meetings in the fiscal year ended March 31, 2023. In particular,
the Session discussed management issues, improving the effectiveness of the Board of Directors, andexchanged views with the outside directors of the Three Core Companies. The average attendance rate
was 100%.

Executive Officers
Under the Companies Act, Companies with Three Committees are required to appoint at least one executive
officer by resolution of the board of directors, and its term of office ends at the close of the meeting of the boardof directors initially convened following the close of the ordinary general meeting of shareholders relating to thefiscal year ending within a year following appointment. Executive officers shall decide on the business executiondelegated by a resolution of the board of directors and implement business execution.
Executive officers of Mizuho Financial Group take charge of making decisions on business execution delegatedby a resolution of the Board of Directors and implementing business execution of Mizuho Financial Group.
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Mizuho Financial Group shall appoint, as executive officers, our Group CEO and, in principle, all heads of
In-house Companies and Units and our Group CxOs*, based on the policy that it is necessary to appoint, as
executive officers, people who make decisions on business execution delegated by the Board of Directors as
managers of Mizuho Financial Group and who assume a comprehensive role of business execution.
* Group CxOs: On April 1, 2023, we abolished the group head position that was responsible for overseeing
our in-house groups, and established the position of our Group CxOs to be responsible for the following
matters:
Group CSO: Group Chief Strategy Officer (responsible for group strategy development and promotion)
Group CGO: Group Chief Governance Officer (responsible for corporate planning and management)Group CFO: Group Chief Financial Officer (responsible for financial strategy and financial management)Group CRO: Group Chief Risk Officer (responsible for risk governance)
Group CHRO: Group Chief Human Resources Officer (responsible for human resources strategy and humanresources management)Group CPO: Group Chief People Officer (responsible for human resources and organizational development)Group CIO: Group Chief Information Officer (responsible for IT strategy, systems management andsystems operations)Group CPrO: Group Chief Process Officer (responsible for strategy, promotion and management ofadministrative processes)
Group CCO: Group Chief Compliance Officer (responsible for compliance management)Group CAE: Group Chief Audit Executive (responsible for internal auditing)Group CDO: Group Chief Digital Officer (responsible for digital strategy and innovation promotion)
Group CSuO: Group Chief Sustainability Officer (responsible for sustainability strategy and promotion)
Group CCuO: Group Chief Culture Officer (responsible for corporate culture)
While our President & CEO is responsible for business execution at Mizuho Financial Group, after our
President & CEO makes decisions on matters delegated by the Board of Directors, such determined matters shallbe reported to the Board of Directors at least once every three months as part of the status of the execution ofduties.
Agreements with Directors, etc.
None of the directors has service contracts with Mizuho Financial Group providing for benefits upon
termination of service.
Mizuho Financial Group’s articles of incorporation, in accordance with the Companies Act, allows thecompany to enter into an agreement with outside directors that limits their liabilities incurred in connection with
their service. The limitation of liabilities under such agreement, if the outside director performed his/her duty ingood faith without gross negligence, must be the higher of either (i) a pre-determined amount not less than
¥20 million or (ii) the amount prescribed in laws and regulations, which is currently equivalent to two times theannual compensation of such outside director. Pursuant to the provisions in its articles of incorporation, Mizuho
Financial Group has entered into such agreements with all of its outside directors that are in office.
Based on the rules of the Tokyo Stock Exchange, listed companies are required to have at least one memberof the board of directors or one member of the audit & supervisory board to be “independent.” Further,companies listed on the Prime Market with independent outside directors being less than one-third of the132members of the board must disclose the reason for it. Currently, all of Mizuho Financial Group’s outside
directors meet such independence requirements, and the number of Mizuho Financial Group independent outside
directors meets such ratio requirements.
For additional information on directors and the board practices, see “Item 6.A. Directors and Senior
Management-Directors” and “Item 10.B. Additional Information-Memorandum and Articles of Association” inthis annual report.
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 2.2 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, NYSElisted companies that are foreign private issuers meeting certain criteria, such as Mizuho Financial Group, arepermitted to follow home country practices in lieu of certain provisions of Section 303A, and the company isrelying on this exemption. See “Item 16.G. Corporate Governance” for a summary of significant ways in which
corporate governance practices of Mizuho Financial Group differ from those followed by NYSE-listed U.S.
companies.
6.D. Employees
As of March 31, 2021, 2022 and 2023, we had 54,492, 52,420 and 51,212 employees, respectively, on aconsolidated basis, including overseas local staff but excluding advisers and temporary employees. We also had
an average of approximately 13,190 temporary employees [ on a consolidated basis ] during the fiscal year ended
March 31, 2023.
The following tables show our full-time employees as of March 31, 2023 and the average number of
temporary employees for the fiscal year ended March 31, 2023, each broken down based on business segment
and geographical location:
Number offull-time employees

Average number of
temporary employees

Retail & Business Banking Company . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate & Institutional Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Global Corporate Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Global Markets Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asset Management Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

19,930
1,767
10,2391,307
1,468
16,501

7,631
120
74
42
138
5,185

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

51,212

13,190Percentage offull-time employees

Average percentage of
temporary employees

Business segment

Location

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

88.0%
5.2%
1.8%
5.0%

99.8%
0.0%
0.2%
0.0%

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

100%

100%

133

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 OwnershipShown below are two types of numbers of shares of Mizuho Financial Group’s common stock held by its
directors and executive officers as of June 28, 2023: One column shows the actual number of shares held; and theother shows the potential number of additional shares to be held (i.e., the number of shares that are scheduled to
be delivered equivalent to the stock ownership points granted by the current stock compensation system and upon
exercise of the stock acquisition rights granted by the former stock option system).
Actual number ofshares held

Directors

Yoshimitsu Kobayashi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ryoji Sato . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Takashi Tsukioka . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Kotaro Ohno . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Hiromichi Shinohara . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Masami Yamamoto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Izumi Kobayashi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Yumiko Noda . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Seiji Imai . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Hisaaki Hirama . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Masahiro Kihara . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Makoto Umemiya . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Motonori Wakabayashi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nobuhiro Kaminoyama . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Executive Officers

Masahiro Kihara . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Makoto Umemiya . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Kazutoshi Isogai . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Masayuki Sugawara . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Hidekatsu Take . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Kenya Koshimizu . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Daishi Sasaki . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noriyuki Sato . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tsutomu Yamamoto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Yasuhiko Ushikubo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Naoshi Inomata . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Minako Nakamoto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Takefumi Yonezawa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Motonori Wakabayashi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nobuhiro Kaminoyama . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Natsumi Akita . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Koji Yonei . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mitsuhiro Kanazawa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Makoto Matsubara . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Hisashi Kikuchi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

134

4,384
2,692
1,313
0
0
15,5005,742
033,82523,167
6,810
15,531
15,2403,868

Potential number of
additional shares to be held

4,807
4,807
2,880
0
0
6,266
7,577
0
56,282
18,34943,601
43,24440,43523,193

Actual number ofshares held

Potential number of
additional shares to be held

See above
See above
2,500
15,28815,408
4,734
2,231
200
672
6,394
2,832
825
500
See above
See above0
27,2782,863
4,037
15,916

See above
See above
2,844
30,40030,86225,09920,0960
11,04929,322
29,613
1,724
1,833
See above
See above
1,850
14,98520,197
19,13834,388

None of the directors or executive officers is the owner of more than one percent of Mizuho Financial
Group’s common stock, and no director or executive officer has voting rights with respect to our common stockthat are different from any other holder of our common stock.
For information on our former stock option system and current stock compensation system for directors andexecutive officers, see “Item 6.B Compensation.”
We maintain an employee stock ownership plan under which participating employees of the companies
listed below are able to contribute funds deducted from their salary and bonus payments to purchase our shares.
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 10% of the amounts contributed by theparticipating employees. The following table shows the number of shares that the plan held as of March 31,2023:
As of March 31, 2023
Plan

Mizuho Employee Stock Ownership Plan . . . . . .

Employer companies

Number ofshares owned

Mizuho Financial Group
Mizuho Bank
Mizuho Trust & Banking
Mizuho Research & Technologies

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

11,609,682

6.F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation
Not applicable.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
7.A. Major Shareholders
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, 2023:

Name

As of March 31, 2023
Number ofPercentage ofshares owned
outstanding shares(1)The Master Trust Bank of Japan, Ltd. (trustee account) . . . . . . . . . . . . . . . . . . .
Custody Bank of Japan, Ltd. (trustee account) . . . . . . . . . . . . . . . . . . . . . . . . . .
JPMorgan Securities Japan Co., Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State Street Bank West Client – Treaty 505234 . . . . . . . . . . . . . . . . . . . . . . . . .
JPMorgan Chase Bank 385781 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Custody Bank of Japan, Ltd. (taxable trust money account) . . . . . . . . . . . . . . .
Custody Bank of Japan, Ltd. (trustee account 4) . . . . . . . . . . . . . . . . . . . . . . . .
SSBTC Client Omnibus Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State Street Bank and Trust Company 505103 . . . . . . . . . . . . . . . . . . . . . . . . . .
SMBC Nikko Securities Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

404,529,400
130,336,500
79,226,649
49,696,645
33,879,142
25,911,450
25,384,400
25,326,904
25,234,937
23,857,823

15.94
5.13
3.12
1.96
1.33
1.02
1.00
1.00
0.99
0.94

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

823,383,850

32.44(1) The percentages of outstanding shares are calculated by excluding 826,676 shares held by us as treasury
stock.
135

As of March 31, 2023, there were 234 record holders of our common stock with addresses in the United States,
whose shareholdings represented approximately 12% of our outstanding common stock, calculated by excluding
826,676 shares held by us as treasury stock, on that date. Because some of these shares were held by brokers orother nominees, the number of record holders with addresses in the United States might not fully reflect the numberof beneficial owners in the United States.
The company is not directly or indirectly owned or controlled by any other corporation, by any government,
or by any other natural or legal person or persons severally or jointly.
Our major shareholders do not have different voting rights.
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, 2023, such transactions included, but were not limited to, call money, loans, deposits, guarantees andforeign exchange transactions, those transactions were immaterial and were made substantially on the sameterms, including interest rates and collateral, as those prevailing at the time for comparable transactions withthird parties and did not involve more than the normal risk of collectability or present other unfavorable features.
During the fiscal year ended March 31, 2023, none of our directors or executive officers, and none of theclose members of their respective families, had any transactions that were material or any transactions that were
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, 2023.
During the fiscal year ended March 31, 2023, no loans were made to our directors or executive officers
other than loans in the ordinary course of business, on substantially the same terms, including interest rates andcollateral, as those prevailing at the time for comparable transactions with other persons, and involving no morethan the normal risk of collectability or presenting other unfavorable features.
7.C. Interests of Experts and Counsel
Not applicable.
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, none of which is currently expected to have a material adverse effect on our financial
condition or results of operations. However, there can be no assurance that an adverse decision in one or more ofthese lawsuits will not have a material adverse effect.
Shareholder Return Policy
Based on our capital management policy of pursuing the optimum balance between capital adequacy, growthinvestment and enhancement of shareholder return, we maintain our shareholder return policy of progressive dividends136as our principal approach while executing flexible and intermittent share buybacks. In addition, as for dividends, wewill decide based on the steady growth of our stable earnings base, taking a of the dividend payout ratio of 40% as a
guide into consideration. As for share buybacks, we will consider our business results and capital adequacy, our stock
price and the opportunities for growth investment in determining the execution.
Based on the above policy, annual cash dividends for the fiscal year ended March 31, 2023 were ¥85.0 per
share of common stock (both the interim and year-end cash dividends were ¥42.5 per share of common stock).
We intend to issue dividends twice per year to shareholders recorded in the shareholder register as ofMarch 31 and September 30 in each year as year-end dividends and as interim dividends, respectively, to return
profits to shareholders in a timely way.
In accordance with our articles of incorporation, we may decide to issue dividends by a resolution of theBoard of Directors unless otherwise stipulated by laws or regulations, or by a resolution of a general meeting ofshareholders. Annual cash dividends for the fiscal year ended March 31, 2023 were decided by a resolution of
our Board of Directors.
8.B. Significant Changes
Except as described in this annual report, no significant change in our financial position has occurred since
the date of the financial statements included in this annual report.
ITEM 9. THE OFFER AND LISTING
9.A. Listing Details
The principal trading market for our shares of common stock is the Prime Market of the Tokyo Stock
Exchange, under the code “8411.” Our shares had been listed on the First Section of the Tokyo Stock Exchange,
since our establishment as the holding company of the Mizuho group on March 12, 2003, as the successor to
Mizuho Holdings. The trading market was changed to the Prime Market of the Tokyo Stock Exchange as a resultof its restructuring effective on April 4, 2022.
Our ADSs have been listed on the New York Stock Exchange since November 8, 2006 and are quoted under
the ticker symbol “MFG.”
9.B. Plan of Distribution
Not applicable.
9.C. Markets
See “Item 9.A. The Offer and Listing—Listing Details.”
9.D. Selling Shareholders
Not applicable.
9.E. Dilution
Not applicable.
9.F. Expenses of the Issue
Not applicable.
137

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, specialized securities companies andother companies which we may own as our subsidiaries under the Banking Act, and any other businessincidental thereto; and•any other business that a bank holding company may engage in under the Banking Act.

Our Board of Directors
Under the Companies Act (Kaisha Hou) (Act No. 86 of 2005, as amended), because we have adopted the“Company with Three Committees” system, our directors have no power to execute our business except inlimited circumstances as permitted by law. If a director also serves concurrently as an executive officer, then heor she can execute our business in the capacity of executive officer. There is no provision in our articles ofincorporation as to our directors’ power to vote on a proposal, arrangement or contract in which a director ismaterially interested. The Companies Act, however, requires such director to refrain from voting on such mattersat meetings of the board of directors.
The amount of compensation to each our director is determined by the Compensation Committee, which
consists of our directors, the majority of whom are outside directors (see “Item 6.C. Board Practices”).
The borrowing powers have been delegated to the executive officers by the Board of Directors inaccordance with the Companies Act.
Neither the Companies Act 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 Companies Act or our articles of incorporation.
Common Stock
GeneralUnless otherwise specified, set forth below is information concerning our shares of common stock as of thedate hereof, including brief summaries of certain provisions of our articles of incorporation, our share handlingregulations and the Companies Act relating to joint stock corporations (kabushiki kaisha) and certain related
legislation, all as currently in effect.
Under our articles of incorporation, we are authorized to issue 4,800,000,000 shares of common stock.
As of March 31, 2023, 2,539,249,894 shares of common stock were issued.
Where relevant to the common stock, provisions of our preferred stock are also described below.
138

Distribution of Surplus
GeneralUnder the Companies Act, 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 oftimes per fiscal year, subject to certain limitations described in “—Restriction on Distribution of Surplus.” Under
the Companies Act and our articles of incorporation, distributions of Surplus are in principle permitted by aresolution of the Board of Directors as long as 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. Distributions of Surplus are, however, required to be authorized by a resolution of a general
meeting of shareholders if the aforementioned condition is not met, and even if the aforementioned condition ismet, distribution of Surplus may be authorized by a resolution of a general meeting of shareholders.
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 the Board of Directors or a general meeting of shareholders
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 the Board of Directors or (as thecase may be) a general meeting of shareholders, grant the right to our shareholders to require us to make 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 firstbusiness day prior to the record date.
Restriction on Distribution of Surplus
Payment of annual dividends on shares of common stock is subject to the prior payment of annual preferred
dividends on the shares of any series of preferred stock. Payment of an interim dividend on shares of ourcommon stock is also subject to the prior payment of an interim preferred dividend of one-half the annual
preferred dividend amount on the shares of any series of preferred stock. In making a distribution of Surplus, wemust set aside in our additional paid-in capital and/or legal reserve an amount equal to one-tenth of the amount ofSurplus 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 year
“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 thereof139

“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, 2023.
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 Companies Act) 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.
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 of140such 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 bydetermination by executive officers under the authority delegated by resolution of the Board of Directors. Whena 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 such stock split by amending our articles ofincorporation, of which amendment may be effected by resolution of the Board of Directors without approval byshareholders.
Share Consolidation
We may at any time consolidate shares of common stock into a smaller number of shares of common stockby special resolution of a general meeting of shareholders. When a share consolidation is to be made, we must
give public notice at least two weeks (or, in the case where any fractions of shares are left as a result of the shareconsolidation, 20 days) prior to the effective date of the share consolidation. We must disclose the reason for theshare consolidation at the general meeting of shareholders.
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 afull unit will not have shareholder rights, except for those specified in an ordinance of the Ministry of Justicewhich include rights (i) to receive dividends, (ii) to receive cash or other assets in case of a consolidation or splitof shares, share exchange or share transfer, or merger or (iii) to be allotted rights to subscribe for free for new
shares and stock acquisition 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 thecurrent market price as determined pursuant to the Companies Act in cases of such shares having a market price(such as our common stock) or (b) at the price as determined through negotiations between the holders of sharesconstituting less than a full unit and us in cases where such shares have no market price (such as our preferredstock), which request may not be withdrawn without our consent. In addition, holders of shares constituting lessthan a full unit may require us to sell them such number of shares, which, when combined with the number ofshares already held by such holder, shall constitute a whole unit of shares; provided that we will be obliged tocomply with such request only when we own a sufficient number of shares to accommodate such request. As
prescribed in our share handling regulations, such requests shall be made through an account managing
institution at which such shareholder has its account and Japan Securities Depository Center, Inc. (“JASDEC”)
pursuant to the rules of JASDEC, without going through the notification procedure required for the exercise ofshareholders’ rights entitled regardless of record dates as described in “—Transfer of Shares.” The executive
officers under the authority delegated by the Board of Directors may reduce the number of shares constituting
one unit of shares or cease to use the unit share system by amendments to the articles of incorporation without aspecial resolution of the general meeting of shareholders which would otherwise be required.

141

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. The record date for an ordinary general meeting of shareholders is
March 31 of each year.
Under the Companies Act and our articles of incorporation, we shall take electronic provision measures (the“Electronic Provision”) for the information contained in the reference materials, etc., for our general meetings ofshareholders.
The notice for a general meeting of shareholders must set forth the place, the time, the purpose thereof andthe information in the reference materials, etc., for a general meeting of shareholders being provided through theElectronic Provision and the URL of the website used for the Electronic Provision, and must be given to eachshareholder having voting rights (or, in the case of a non-resident shareholder, to its standing proxy or mailingaddress in Japan) at least two weeks prior to the date set for the meeting. The information in the referencematerials, etc., for a general meeting of shareholders must be posted on a website from the earlier of the date
three weeks prior to the date set for the meeting or the date on which the notice for the meeting is dispatcheduntil the date on which three months have elapsed from the meeting. In general, any shareholder is entitled torequest printed paper copies of the information in the reference materials, etc., for a general meeting ofshareholders by the record date for voting rights of the relevant general meeting of shareholders.
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, and request to include theproposal in a notice for a general meeting of shareholders, by submitting a request to a representative executive
officer at least eight weeks prior to the date of such meeting. However, the number of proposals that suchshareholder may request to be included in such notice is limited up to 10 proposals, and we are able to decline toinclude the excessive proposals in such notice in the case where the number of proposals requested by eachshareholder exceeds 10. Any of the minimum percentages, time periods and number of voting rights necessaryfor exercising the minority shareholder rights described above may be decreased or shortened if our articles ofincorporation 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 is one-third of the total
number of voting rights. Our shareholders are not entitled to cumulative voting in the election of directors. A
shareholder may exercise its voting rights in writing or through a proxy, provided that the proxy shall also be aholder of our shares having voting rights at such meeting.
The Companies Act 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 byexecutive officers under the authority delegated by the board of directors under the Companies Act
such as (i) an increase of the number of authorized shares in the same ratio as that of a stock split, (ii) a
reduction of the number of shares per unit of shares and (iii) abolishing the unit share system);
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2.

our dissolution, merger or consolidation requiring shareholders’ approval;

3.

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

4.

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

5.

transfer of the whole or a part of our shares in any of our subsidiaries requiring shareholders’ approval;

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);
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 at a “specially favorable” price or under “speciallyfavorable” 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 common stock in proportion to the respective numbers of shares held by them. Regarding distributionsof residual assets relating to the then outstanding preferred stock, 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 executive officers under the authority delegated by the Boardof Directors determine, subject to the limitations as to the issuance of new shares of common stock at a “speciallyfavorable” price mentioned in “—Voting Rights.”
In the case of an issuance or transfer of shares or stock acquisition rights by way of an allotment to a third
party whereby the third party will hold more than 50% of the voting rights of all shareholders, we shall givenotice (including a public notice) to our shareholders in advance, and if shareholders who hold one-tenth or moreof the voting rights of all shareholders dissent from the third-party allotment, the approval by an ordinary
resolution of a general meeting of shareholders is generally required before the payment date for such issuance ortransfer pursuant to the Companies Act. In addition, pursuant to the regulations of the stock exchanges in Japan,
in the case of an issuance or transfer of shares or stock acquisition rights by way of an allotment to a third party
which would dilute the outstanding voting shares by 25% or more or change the controlling shareholder, in
addition to a determination by the executive officers, the approval of the shareholders or an affirmative opinion
from a person independent of our management is generally required.
Executive officers under the authority delegated by the Board of Directors may, however, determine thatshareholders of a particular class of stock shall be given subscription rights to new shares of the same class, inwhich case they must be given on uniform terms to all shareholders of that class as of a record date of which notless 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 notice of the date on which such rights expire (but see “—Preferred
Stock—Issue of Additional Shares and Pre-emptive Rights” regarding our preferred stock).
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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 executive
officers under the authority delegated by the Board of Directors unless it is made at a “specially favorable” priceor under “specially favorable” conditions, as described in “—Voting Rights” and subject to the approval of theshareholders or an affirmative opinion from an independent person in certain cases, as described in “—Issue of
Additional Shares and Pre-emptive 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 determination by executive officers under the authority
delegated by the Board of Directors and after giving at least two weeks’ 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.
JASDEC is required to give us notice of the names and addresses of our shareholders, the numbers of shares
held by them and other relevant information as of such record 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 longas 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);2.

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

3.

from any of our subsidiaries (pursuant to a determination by executive officers under the authority
delegated by the Board of Directors).

In the case of 2. above, any other shareholder may make a request to us to be included as a seller in the
proposed purchase, unless the purchase price or any other consideration to be received by the relevant specificshareholder 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 is no
trading in the shares on the stock exchange or if the stock exchange is not open on such day, the price at which
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 transfer or cancel such shares by adetermination by executive officers under the authority delegated by 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 forfive consecutive years or more at its address registered in our register of shareholders or otherwise notified to us.
144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 Act 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 acompany 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 the purpose of the reporting requirements mentioned above,shares of capital stock of a company issuable to any person upon conversion of convertible securities or exerciseof share subscription warrants or stock acquisition rights by such person are taken into account in determining
both the number of shares held by such person and the company’s total issued share capital. Any such reportshall be filed with the Director of the relevant Local Finance Bureau of the Ministry of Finance through theElectronic Disclosure for Investors’ Network (EDINET) system.
There are other reporting requirements under the Banking Act. 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 Act on Book-Entry Transfer ofCorporate Bonds, Stocks, etc. (Act No. 75 of 2001, including regulations promulgated thereunder; the “Bookentry Act”). Under the clearing system above, in order for any person to hold, sell or otherwise dispose of listed
shares, such person must have an account at an account managing institution unless such person has an account 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 Act, and only those financial institutions that meet further stringent requirements of
the Book-entry Act can open accounts directly at JASDEC. Under the Book-entry Act, any transfer of shares iseffected 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 or JASDEC. The
holder of an account at an account managing institution or JASDEC is presumed to be the legal owner of theshares held in such account. Under the Companies Act and the Book-entry Act, in order to assert shareholders’rights to which shareholders as of record dates are entitled (such as the rights to vote at a general meeting ofshareholders or receive dividends) against us, a shareholder must have its name and address registered in our
register of shareholders. Under the clearing system, such registration is made upon our receipt of necessary
information from JASDEC. On the other hand, in order to assert shareholders’ rights to which shareholders areentitled regardless of record dates such as minority shareholders’ rights including the right to propose a matter tobe considered at a general meeting of shareholders and to request to include the proposal in a notice for a general
meeting of shareholders, except for shareholders’ rights to request us to purchase or sell shares constituting lessthan a full unit (as described in “—Unit Share System”), upon the shareholder’s request, JASDEC shall issue a145notice of certain information, including the name and address of such shareholder, to us. Thereafter, suchshareholder is required to present us a receipt of the request of the notice in accordance with our share handlingregulations. Under the Book-entry Act, the shareholder shall exercise such shareholders’ right within four weeks
after the notice above. Non-resident shareholders are required to appoint a standing proxy in Japan or provide a
mailing address in Japan. Each such shareholder must give notice of such standing proxy or mailing address 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 forstandard fees. Notices from us to non-resident shareholders are delivered to such standing proxies or mailingaddresses.
Under the 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 3-3, Marunouchi 1-chome, Chiyoda-ku, Tokyo
100-8241, 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
Unless otherwise specified, the following is a summary of information concerning the shares of ourpreferred stock as of the date hereof, including brief summaries of the relevant provisions of our articles ofincorporation, our share handling regulations and the Companies Act 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 theresolutions of our Board of Directors or a determination by executive officer(s) under the authority delegated by
the Board of Directors relating to the issuance of the relevant series of preferred stock.
GeneralUnder our articles of incorporation, we are authorized to issue 90,000,000 shares of each of the first to
fourth series of class XIV preferred stock (provided that the aggregate number of shares authorized to be issued
with respect to the four series of class XIV preferred stock may not exceed 90,000,000 shares), 90,000,000 sharesof each of the first to fourth series of class XV preferred stock (provided that the aggregate number of sharesauthorized to be issued with respect to the four series of class XV preferred stock may not exceed 90,000,000
shares), 150,000,000 shares of each of the first to fourth series of class XVI preferred stock (provided that theaggregate number of shares authorized to be issued with respect to the four series of class XVI preferred stock
may not exceed 150,000,000 shares).
As of March 31, 2023, there was no outstanding preferred stock.
Preferred Dividends
Payment of annual dividends on shares of common stock is subject to the prior payment of the annual
preferred dividends on shares of preferred stock. The amount of preferred dividends for each series of thepreferred stock is as follows:•

Each of the first to fourth series of class XIV preferred stock (currently not in issue) bears an annual
non-cumulative dividend of the amount to be determined by resolution of the Board of Directors or
determination by executive officer(s) under the authority delegated by the Board of Directors at the timeof issuance, up to a maximum of ¥1,000 per share, and in the event we pay an interim dividend, holders
are entitled to receive one half of such amount per share in preference to common stock.
146•Each of the first to fourth series of class XV preferred stock (currently not in issue) bears an annual
non-cumulative dividend of the amount to be determined by resolution of the Board of Directors or
determination by executive officer(s) under the authority delegated by the Board of Directors at the timeof issuance, up to a maximum of ¥1,000 per share, and in the event we pay an interim dividend, holders
are entitled to receive one half of such amount per share in preference to common stock.

•

Each of the first to fourth series of class XVI preferred stock (currently not in issue) bears an annual
non-cumulative dividend of the amount to be determined by resolution of the Board of Directors or
determination by executive officer(s) under the authority delegated by the Board of Directors at the timeof issuance, up to a maximum of ¥1,000 per share, and in the event we pay an interim dividend, holders
are entitled to receive one half of such amount per share in preference to common stock.

The amount of any interim preferred dividend will be deducted from the annual preferred dividend payableon preferred stock in respect of the same fiscal year.
No payment of dividends on our preferred stock or any other stock may be made unless we have sufficient
Distributable Amount and a resolution to pay such dividend is obtained at the Board of Directors or at therelevant general meeting of shareholders, as the case may be.
Dividends on our preferred stock are non-cumulative. If the full amount of any dividend is not declared on
our preferred stock in respect of any fiscal year, holders of our preferred stock 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 stock are not entitled to any further dividends or other participation in or
distribution of Surplus.
Liquidation Rights
In the event of our voluntary or involuntary liquidation, holders of our preferred stock will be entitled,equally in rank as among themselves and in preference over shares of common stock, to receive a distribution of¥10,000 per share out of our residual assets upon our liquidation.
Holders 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 for, or to vote at, a general meeting ofshareholders, except as otherwise specifically provided under the Companies Act or other applicable law or our
articles of incorporation. Under our articles of incorporation, holders of units of our preferred stock will beentitled to receive notice for, 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 (except in the case where a resolution of
the Board of Directors to pay the preferred dividends is made pursuant to our articles of incorporation
between the last day of the business year and the date of 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 such time as a resolution of the Board of Directors to pay the preferred dividends is made pursuant to ourarticles of incorporation or a resolution of an ordinary general meeting of shareholders declaring a preferred
dividend is approved.
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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;(iv)

granting pre-emptive rights for new shares or stock acquisition rights to shareholders;(v)amalgamations or mergers;(vi)

certain corporate splits;(vii)

share exchanges;(viii)

share transfers;(ix)

partial share exchanges; and(x)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.
A separate resolution of a meeting of the holders of the common stock is also required in cases where theabove matters would prejudice the interests of the holders of the common stock.
Under our articles of incorporation, in cases where a matter to be resolved at an ordinary general meeting ofshareholders is required to be approved by such separate resolution, the record date for the relevant meeting of
the holders of the common stock or the preferred stock, as the case may be, is the same date as the record date forthe ordinary general meeting of shareholders, when is March 31 of each year.
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 Companies Act.
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—Restriction on
Distribution of Surplus”). On or after the date to be determined by a resolution of the Board of Directors or adetermination by executive officer(s) under the authority delegated by the Board of Directors relating to theissuance of the relevant preferred stock, we may also acquire all or a portion of each series of the first to fourth
series of class XV (currently not in issue) or the first to fourth series of class XVI preferred stock (currently notin issue) at the acquisition price to be determined by a resolution of the Board of Directors or a determination by
executive officer(s) under the authority delegated by the Board of Directors relating to the issuance of therelevant preferred stock on the date separately determined by a resolution of the Board of Directors or a148determination by executive officer(s) under the authority delegated by the Board of Directors, without consent of
the holders of such preferred stock. When a portion of a certain class of preferred stock is acquired, suchacquisition shall be made from each holder thereof in number of shares 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 the first to fourth series of class XIV (currently not in
issue) or the first to fourth series of class XV (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 or transfer common stock tothem. Other classes of our preferred stock are non-convertible.
Our articles of incorporation also provide that the first to fourth series of class XIV (currently not in issue)or the first to fourth series of class XV (currently not in issue) preferred stock outstanding on the last day of theacquisition 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 thencurrent market price per share of our common stock (the “mandatory conversion price”).
Acquisition of Preferred Stock without Consideration or in Exchange for Common Stock
In order to enable the relevant preferred stock to meet the criteria for inclusion in Additional Tier 1 capital
under the capital adequacy guidelines of the Financial Services Agency under the Basel III rules, the first to
fourth series of class XIV (currently not in issue), the first to fourth series of class XV (currently not in issue) andthe first to fourth series of class XVI (currently not in issue) preferred stock have the following feature.
In respect of the first and second series of class XIV (currently not in issue), the first and second series ofclass XV (currently not in issue) and the first and second series of class XVI (currently not in issue) preferredstock, upon the occurrence of an event determined by a resolution of the Board of Directors or a determination by
executive officer(s) under the authority delegated by the Board of Directors relating to the issuance of therelevant preferred stock as an event where a write-off of the relevant preferred stock or a conversion of therelevant preferred stock into common stock, or financial support or other similar measures taken by a public
sector, without which we would become non-viable, is determined to be necessary, we shall mandatorily acquire
the relevant preferred stock, in whole, free of consideration, on a date which falls after the occurrence of such
event as determined by the resolution of the Board of Directors or a determination by executive officer(s) under
the authority delegated by the Board of Directors relating to the issuance of the relevant preferred stock andwhich date shall be separately determined by a resolution of the Board of Directors or a determination by
executive officer(s) under the authority delegated by the Board of Directors after the issuance of the relevant
preferred stock, or a date which falls after the occurrence of the relevant certain event and which date shall be
determined by the resolution of the Board of Directors or a determination by executive officer(s) under theauthority delegated by the Board of Directors relating to the issuance of the relevant preferred stock, giving due
consideration to the capital adequacy requirements applicable to us and other factors.
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In respect of the third and fourth series of class XIV (currently not in issue), the third and fourth series ofclass XV (currently not in issue) and the third and fourth series of class XVI (currently not in issue) preferredstock, upon the occurrence of an event determined by a resolution of the Board of Directors or a determination by
executive officer(s) under the authority delegated by the Board of Directors relating to the issuance of therelevant preferred stock as an event where a write-off of the relevant preferred stock or a conversion of therelevant preferred stock into common stock, or financial support or other similar measures taken by a public
sector, without which we would become non-viable, is determined to be necessary, we shall mandatorily acquire
the relevant preferred stock, in whole, on a date which falls after the occurrence of such event as determined by
the resolution of the Board of Directors or a determination by executive officer(s) under the authority delegatedby the Board of Directors relating to the issuance of the relevant preferred stock and which date shall beseparately determined by a resolution of the Board of Directors or a determination by executive officer(s) under
the authority delegated by the Board of Directors after the issuance of the relevant preferred stock, or a date
which falls after the occurrence of the relevant certain event and which date shall be determined by the resolutionof the Board of Directors or a determination by executive officer(s) under the authority delegated by the Board of
Directors relating to the issuance of the relevant preferred stock, giving due consideration to the capital adequacy
requirements applicable to us and other factors, and instead, we shall deliver our own common stock to holdersof the relevant preferred stock. In this case, the terms of acquisition, including the number of shares of thecommon stock to be delivered in exchange for the acquisition of one (1) share of the relevant preferred stock,shall be determined by the resolution of the relevant Board of Directors or the determination by relevant
executive officer(s) under the authority delegated by the Board of Directors relating to the issuance of therelevant preferred stock, giving due consideration to the market price of common stock, the subscription price ofthe relevant preferred stock and other factors.
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 Act
The following is a general summary of major Japanese foreign exchange controls regulations applicable toholders of our shares, voting rights or ADSs who are non-residents of Japan or foreign investors, each as
described below. The statements regarding Japanese foreign exchange control regulations set forth below are
based on the laws and regulations in force and as interpreted by the Japanese authorities as of the date of thisannual report and are subject to subsequent changes in the applicable Japanese laws or interpretations thereof.
This summary is not exhaustive of all possible foreign exchange controls considerations that may apply to aparticular investor, and potential investors are advised to satisfy themselves as to the overall foreign exchange
controls consequences of the acquisition, ownership and disposition of our shares, voting rights or ADSs by
consulting their own advisors.
The Foreign Exchange and Foreign Trade Act of Japan (Act No. 228 of 1949, as amended) and the cabinet
orders and ministerial ordinances incidental thereto, collectively the Foreign Exchange Act, 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 acquisition and holding of our shares and voting rights by non-residents of Japan andthe inward direct investment by foreign investors, each as described below. It also applies to the acquisition andholding of ADSs representing authority to exercise our voting rights by foreign investors that constitutes aninward direct investment. Generally, the Foreign Exchange Act 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 unless such transaction
constitutes an inward direct investment and requires prior notification filing.
“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 that150

are 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 the following persons who make “inward direct investments,” which is described
below:•

individuals who are non-residents of 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 voting rights are held by (i) individuals who are non-residents
of Japan, (ii) judicial persons or other organizations that are organized under the laws of foreigncountries or whose principal offices are located outside Japan, (iii) corporations of which 50% or moreof the capital are held by such individuals falling within (i) above and/or judicial persons or otherorganizations falling within (ii) above, and/or (iv) subsidiary corporations (as defined under the Japan’sCompanies Act, but excluding judicial persons or other organizations that are organized under the lawsof foreign countries or whose principal offices are located outside Japan) of such corporation fallingwithin (iii) above;•

partnerships under the Civil Code of Japan (Act No. 89 of 1896, as amended) established to invest in
corporations, limited partnerships for investment under the Limited Partnership Act for Investment ofJapan (Act No. 90 of 1998, as amended) or any other similar partnerships under the laws of foreigncountries of which (i) 50% or more of the contributions are made by individuals who are non-residents
of Japan, judicial persons or other organizations that are organized under the laws of foreign countries orwhose principal offices are located outside Japan and/or any other persons or organizations prescribed in
the Foreign Exchange Act, or (ii) a majority of the general partners are individuals who are
non-residents of Japan, judicial persons or other organizations that are organized under the laws offoreign countries or whose principal offices are located outside Japan and/or any other persons ororganizations prescribed in Foreign Exchange Act; and•judicial persons or other organizations, a majority of officers (or a majority of officers having the powerof representation) of which are individuals who are non-residents of Japan.

An “inward direct investment” is a certain action defined in the Foreign Exchange Act and includes thefollowing actions conducted by a foreign investor:•acquisition of shares or voting rights of a corporation listed on a Japanese stock exchange (the “listed
corporation”), including authority to exercise, either directly or through instructions, such voting rights
owned by others, that result in such foreign investor, together with parties that have a special
relationship with that foreign investor, holding or having authority to exercise 1% or more of the total
issued shares or voting rights;•

acceptance of authority to exercise proxy voting rights on behalf of another shareholder of a listed
corporation in respect of certain matters controlling or having material influence on its management (asprescribed in the Foreign Exchange Act), including election or removal of directors or transfer of its
business, that result in such foreign investor, together with parties that have a special relationship withthat foreign investor, holding or having authority to exercise 10% or more of the total voting rights;•

obtaining consent from another foreign investor holding the voting rights of a listed corporation to
exercise, either directly or through instructions, voting rights jointly, that result in such foreign investor
obtaining such consent and such other foreign investor making such consent, together with parties thathave a special relationship with those foreign investors, respectively, holding or having authority to
exercise 10% or more of the total voting rights;•

making consents at the general meeting of shareholders of a listed corporation to certain proposals
having material influence on its management (as prescribed in the Foreign Exchange Act), including
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(a) election of the foreign investor making such consent or its related persons (as defined in the Foreign
Exchange Act) as its directors or corporate auditors, or (b) transfer or discontinuation of its business, if
such foreign investor, together with parties that have a special relationship with that foreign investor,
holds or has authority to exercise 1% or more of the total voting rights.
Dividends and Proceeds of Sales
Under the Foreign Exchange Act, 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 of Japan by way of a stock split is not subject to any notification orreporting requirements.
Acquisition of Shares
In general, a non-resident of Japan who acquires shares from a resident of Japan is not subject to any priorfiling requirement, although the Foreign Exchange Act empowers the Minister of Finance of Japan to requireprior approval for any such acquisition in certain limited circumstances. While such prior approval is not
required in general, in the case where a resident of Japan transfers shares of a Japanese company forconsideration exceeding 100 million yen to a non-resident of Japan, the resident of Japan that transfers the sharesis required to report the transfer to the Minister of Finance of Japan within 20 days from the date of the transfer
or the date of the payment for such transfer, whichever is later, unless the transfer is made through a bank or
financial instruments business operator licensed or registered under Japanese law.
Inward Direct Investment
Prior Notification Requirements
If a foreign investor intends to consummate an action in respect of a listed corporation that constitutes aninward direct investment as described above, in certain circumstances, such as where the foreign investor is in acountry that is not listed on an exemption schedule in the Foreign Exchange Act, or where that listed corporationis engaged in certain businesses designated by the Foreign Exchange Act (the “Designated Businesses”), priornotification of the relevant inward direct investment must be filed with the Minister of Finance and any othercompetent Ministers.
However, a foreign investor seeking to acquire shares or voting rights, including authority to exercise, either
directly or through instructions, voting rights owned by others, of a listed corporation that constitutes an inward
direct investment may be eligible for the exemptions, if certain conditions as described below are met. In the caseof an acquisition of shares or voting rights, including authority to exercise, either directly or through instructions,voting rights owned by others, of a listed corporation engaged in certain Designated Businesses designated by theForeign Exchange Act as core sector businesses (the “Core Sector Designated Businesses”), the foreign investor
may be exempted from the prior notification requirement, if, as a result of such acquisition, the foreign investor,
together with parties that have a special relationship with that foreign investor, holds or has authority to exercise
less than 10% of the total issued shares or voting rights of such corporation, and such foreign investor complies
with the following conditions (the “Exemption Conditions”):•

the foreign investor or its closely-related persons (as defined in the Foreign Exchange Act) will not
become directors or corporate auditors of such corporation;•

the foreign investor will not make certain proposals (as prescribed in the Foreign Exchange Act) at thegeneral meeting of shareholders, including transfer or discontinuation of the Designated Businesses ofsuch corporation;•

the foreign investor will not access non-public technical information in relation to the DesignatedBusinesses of such corporation, or take certain other actions that may lead to the leak of such non-publictechnical information (as prescribed in the Foreign Exchange Act);152

•

the foreign investor will not attend, or not cause any persons designated by it to attend, meetings of suchcorporation’s board of directors, or meetings of committees having authority to make important
decisions, in respect of the Core Sector Designated Businesses of such corporation; and•the foreign investor will not make, or not cause any persons designated by it to make, proposals to suchboard or committees or their members in writing or electronic form requesting any response or actions
by certain deadlines in respect of the Core Sector Designated Businesses of such corporation.

Notwithstanding the above, if a foreign investor falls under a category of disqualified investors designatedby the Foreign Exchange Act (including (a) investors who have records of certain sanctions due to violations of
the Foreign Exchange Act and (b) certain investors who are state-owned enterprises or other related entities
excluding those who are accredited by the Minister of Finance), in no event may such foreign investor be eligible
for the exemptions described above. On the other hand, if a foreign investor, excluding the disqualified investors
described in the foregoing sentence, falls under a category of certain foreign financial institutions (as prescribedin the Foreign Exchange Act) and complies with the first three conditions included in the Exemption Conditions,such foreign investor may be eligible for the exemptions, even if, as a result of acquisition of shares or voting
rights, including authority to exercise, either directly or through instructions, voting rights owned by others, suchforeign investor, together with parties that have a special relationship with that foreign investor, holds or has
authority to exercise 10% or more of the total issued shares or voting rights of a listed corporation engaged in theCore Sector Designated Businesses.
A subsidiary of ours currently engages in the business of software related to cybersecurity and such businessfalls into the category of the Core Sector Designated Businesses. For reference purposes only, the Minister ofFinance publishes, and may update from time to time, a list that classifies listed corporations into the following
categories: (i) corporations engaged only in businesses other than the Designated Businesses; (ii) corporations
engaged in the Designated Businesses other than the Core Sector Designated Businesses; and (iii) corporations
engaged in the Core Sector Designated Businesses. According to the list published by the Minister of Finance asof May 19, 2023, we are classified within category (iii) above.
In addition, if a foreign investor intends to (i) accept authority to exercise proxy voting rights on behalf ofanother shareholder of a listed corporation engaged in the Designated Businesses, or (ii) obtain consent fromanother foreign investor holding the voting rights of such corporation to exercise voting rights jointly, or(iii) consent to a proposal at the general meeting of shareholders of such corporation, in each case, that
constitutes an inward direct investment as described above, prior notification of the relevant inward direct
investment must be filed with the Minister of Finance and any other competent Ministers. In such cases, thenewly introduced exemptions from the prior notification requirements may not be available, except for cases
where a foreign investor obtains consent from another foreign investor holding the voting rights of suchcorporation to exercise voting rights jointly in respect of matters other than certain matters controlling or having
a material influence on the management of such corporation (as prescribed in the Foreign Exchange Act),
including election or removal of directors or transfer of business.
If such prior notification is filed, the proposed inward direct investment may not be consummated until after
30 days have passed from the date of filing, although this screening period may be shortened to two weeks unlessthe Minister of Finance and any other competent Ministers deem it necessary to review the proposed inward
direct investment. The Ministers may extend the screening period up to five months if they deem it necessary toreview the proposed inward direct investment and may recommend any modification or prohibition of the
proposed inward direct investment and, if the foreign investor does not accept such recommendation, theMinisters may order the modification or prohibition of such inward direct investment. In addition, if a foreign
investor (i) consummates such inward direct investment without filing the prior notification described above,(ii) consummates such inward direct investment before the expiration of the screening period described above,(iii) makes false statements in the prior notification described above or (iv) does not follow the recommendationor order issued by the Ministers to modify or prohibit such inward direct investment, the Ministers may ordersuch foreign investor to dispose of all or part of the shares acquired or take other necessary measures.
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If a foreign investor who consummated an inward direct investment without filing the prior notification due
to the exemptions from such prior notification requirements as described above does not comply with any
Exemption Conditions, the Ministers may recommend to take necessary measures and, if the foreign investor
does not accept such recommendation, the Ministers may order to take such measures. If such foreign investor
does not follow the order issued by the Ministers to take such measures, the Ministers may order such foreign
investor to dispose of all or part of the shares acquired or take other necessary measures.
Post Facto Reporting Requirements
A foreign investor who consummates an inward direct investment as described above through an acquisitionof shares or voting rights, including authority to exercise, either directly or through instructions, voting rights
owned by others, of a listed corporation engaged in the Designated Businesses, including us (as of the date of thisannual report), but is not subject to the prior notification requirements described above due to the exemptions
from such prior notification requirements, in general, must file a report of the relevant inward direct investment
with the Minister of Finance and any other competent Ministers within 45 days of the date when, as a result ofsuch acquisition, the foreign investor (excluding, in the cases of (i) and (ii) below, a foreign investor who falls
under a category of certain foreign financial institutions (as prescribed in the Foreign Exchange Act)), together
with parties that have a special relationship with that foreign investor, holds or has authority to exercise (i) 1% ormore but less than 3% of the total issued shares or voting rights, for the first time, (ii) 3% or more but less than
10% of the total issued shares or voting rights, for the first time, or (iii) 10% or more of the total issued shares orvoting rights.
Acquisition of ADSs and Deposit and Withdrawal under American Depositary Facility
In respect of the acquisition of ADSs upon the deposit of shares with Mizuho Bank, in its capacity as
custodian and agent for the depositary, in Tokyo, or otherwise, or the withdrawal of the underlying shares upon
the surrender of the ADR, in each case by a foreign investor, where such acquisition of ADSs or withdrawal of
the underlying shares constitutes an inward direct investment, in general, a prior notification will be required
unless the exemption is available, as noted above, and if such prior notification is not required due to the
exemption, a report will be required, as noted above.
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 andtreaties in force and as interpreted by the Japanese tax authorities as at the date of this annual report and are
subject to changes 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 a particular 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, andany 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 current income tax treaty between the United States and Japan(the “Treaty”), a U.S. holder of ADSs will generally be treated as the owner of the shares underlying the ADSs
evidenced by the ADRs.

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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 of Japanese
withholding 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
20.42% 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 non-resident
holder who is an individual holding 3% or more of the total number of shares issued by the relevant Japanese
corporation, the aforementioned 20.42% withholding tax rate is reduced to 15.315% for dividends due andpayable on or before December 31, 2037. Due to the imposition of a special additional withholding tax (2.1% of
the original withholding tax amount) to secure funds for reconstruction from the Great East Japan Earthquake,the original withholding tax rate of 15% and 20%, as applicable, has been effectively increased, respectively, to15.315% and 20.42%, during the period beginning on January 1, 2013 and ending on December 31, 2037.
Under the Treaty, 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 a Japanese corporation or an individual is generally reduced to
10% of the gross amount actually distributed, except where such United States resident conducts business inJapan through a permanent establishment situated therein and the holding in respect of which the dividends arepaid is effectively connected with such permanent establishment. 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 such maximum 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 ourcommon 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 of Japanese withholding tax, or exemption therefrom, as the case may be,
is required to submit an Application Form for Income Tax Convention Regarding Relief from Japanese Income
Tax and Special Income Tax for Reconstruction on Dividends (together with any other required forms anddocuments) 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. In addition, a certain simplified
special filing procedure is available for non-resident holders to claim treaty benefits of exemption from or
reduction of Japanese withholding tax, by submitting a Special Application Form for Income Tax Convention
Regarding Relief from Japanese Income Tax and Special Income Tax for Reconstruction on Dividends of Listed
Stocks (together with any other required forms and documents). 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 within eight months after the record dateconcerning 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 status, residence andbeneficial ownership, as applicable, and to provide other information or documents as may be required by thedepositary. 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 casemay be, but fail to submit the required application in advance may nevertheless be entitled to claim a refund fromthe 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 the applicable tax treaty) or the fullamount of tax withheld (if such non-resident holders are entitled to an exemption under the applicable tax treaty),as the case may be, by complying with a certain subsequent filing procedure.

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We do not assume any responsibility to ensure withholding at the reduced rate, or exemption therefrom, for
non-resident holders who would be so eligible under an applicable tax treaty but where the required proceduresas stated 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
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 of common stock (for purposes of this discussion, “shares”) and ADSs of our company. The discussion set
forth below is applicable to U.S. holders (as defined below) (i) who are residents of the United States forpurposes of the Treaty, (ii) whose shares or ADSs are, for purposes of the Treaty, neither effectively connectedwith 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, persons required to accelerate the recognition of any item of gross income with respect to shares or
ADSs as a result of such income being recognized on an applicable financial statement and holders of 10% ormore of our stock by vote or value) are subject to special tax treatment. This summary does not address the
Medicare tax on net investment income, U.S. federal estate and gift taxes or 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 who is a 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;•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 (as defined below) or (2) has
a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.
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If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes)
holds shares or ADSs, the tax treatment of a partner will generally depend on the status of the partner and theactivities of the partnership. If you are a partner of a partnership holding shares or ADSs, you should consult yourtax 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, as well as the Treaty,
and such authorities may be replaced, revoked or modified so as to result in U.S. federal income tax
consequences different from those discussed below. In addition, this summary assumes that the deposit
agreement and all other related agreements will be performed in accordance with 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.
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 (other than certain pro rata distributions of our shares) received with respect toour shares or ADSs (including amounts withheld to reflect Japanese withholding taxes) will be taxable asdividends, to the extent paid out of our current or accumulated earnings and profits (as determined for U.S.
federal income tax purposes). The amount of a 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 gross income as ordinary income on the day actually or constructively
received by such U.S. holder in the case of shares, 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 share of 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 gainor decreasing the amount of loss recognized on a subsequent disposition of the shares or ADSs. Then, to theextent such distribution exceeds such U.S. holder’s tax basis, such excess will be treated as capital gain.
However, we do not expect to keep earnings and profits in accordance with U.S. federal income tax principles.
Therefore, U.S. holders should expect that a distribution will generally be reported as a dividend.
The amount of any dividend paid in yen will be the U.S. dollar value of the yen payments received. Thisvalue will be determined at the spot yen/U.S. dollar rate on the date the dividend is received by the depositary inthe case of U.S. holders of ADSs, or by the shareholder in the case of U.S. holders of shares, regardless ofwhether the dividend payment is in fact converted into U.S. dollars at that time. If the 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 yen equal to their
U.S. dollar value on the date of receipt, and any foreign currency gains or losses resulting from the conversion of
the yen will generally be treated as U.S. source ordinary income or loss.
Under the Treaty, the maximum rate of withholding tax on dividends paid is generally reduced to 10%. As
discussed under “—Japanese Taxation” above, if the Japanese statutory rate applicable to a U.S. holder is higher
than the maximum Treaty rate, such holder will be required to properly demonstrate to the Japanese tax
authorities such holder’s entitlement to the reduced withholding rate under the Treaty. Subject to certain
limitations and the Foreign Tax Credit Regulations (as defined below), the Japanese tax withheld (at a rate not157

exceeding the applicable Treaty rate) may be creditable against the U.S. holder’s U.S. federal income tax
liability. For foreign tax credit limitation purposes, the dividend will be income from sources outside the UnitedStates. 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.” However,recently issued Treasury regulations (the “Foreign Tax Credit Regulations”) impose additional requirements forforeign taxes to be eligible for a foreign tax credit, and there can be no assurance that those requirements will besatisfied if a U.S. holder does not elect to apply the benefits of the Treaty. 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. Instead of claiming a foreign tax credit, a U.S. holder may be able to deduct Japanese withholding taxes
on dividends in computing such holder’s taxable income, subject to generally applicable limitations under U.S.
law (including that a U.S. holder is not eligible for a deduction for creditable foreign income taxes paid or
accrued in a taxable year if such U.S. holder claims a foreign tax credit for any foreign income taxes paid or
accrued in the same taxable year). The rules governing U.S. foreign tax credits and deductions for foreign taxes
are very complex and U.S. holders should consult their tax advisors regarding the availability of foreign tax
credits or deductions under their particular circumstances.
Subject to applicable limitations (including a minimum holding period requirement), dividends received by
non-corporate U.S. investors from a qualified foreign corporation may be treated as “qualified dividend income”
that is 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 these requirements. In addition, it is expectedthat we will be eligible for the benefits of the Treaty. A foreign corporation is also treated as a qualified foreign
corporation with respect to dividends paid by that corporation on shares (or ADSs backed by such shares) that arereadily tradable on an established securities market in the United States. U.S. Treasury Department guidanceindicates that our ADSs (which are listed on the New York Stock Exchange), but not our shares, are readily
tradable on an established securities market in the United States. There can be no assurance that our ADSs will
be considered readily tradable on an established securities market in the United States in later years.
Non-corporate U.S. holders will not be eligible for reduced rates of taxation on any dividends received from us if
we are a passive foreign investment company (as discussed under “—U.S. Taxation—Passive Foreign
Investment Company Rules” below) in the taxable year in which such dividends are paid or in the preceding
taxable year. U.S. holders should consult their own tax advisors regarding the application of the foregoing rules
to their particular circumstances.
Taxation of Capital Gains
Upon a sale or other taxable disposition of shares or ADSs, a U.S. holder will recognize gain or loss in an
amount equal to the difference between the U.S. dollar value of the amount realized and the U.S. holder’s tax
basis, determined in U.S. dollars, in such shares or ADSs. Subject to the discussion under “—U.S. Taxation—
Passive Foreign Investment Company Rules” below, such gain or loss will be capital gain or loss and will belong-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’s tax basis in its shares or ADSs will generally be the cost to the holder of such shares or ADSs. Anysuch gain or loss 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 to limitations.

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Passive Foreign Investment Company Rules
Based on the past and projected composition of our income and assets and the valuation of our assets, we donot believe that we were a passive foreign investment company (“PFIC”) for our most recent taxable year and do
not expect to become one in the current taxable year or the foreseeable future, although there can be no assurance
in this regard. However, PFIC status is a factual determination that is made annually. Accordingly, it is possiblethat we may become a PFIC in the current or any future taxable year due to changes in the composition of ourincome or assets or the valuation of our assets.
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.

For this purpose, passive income generally includes dividends, interest, royalties and rents (other thancertain income derived in the active conduct of a banking business as discussed below, and royalties and rents
derived in the active conduct of a trade or business and not derived from a related person). In addition, cash andother assets readily convertible into cash are generally considered passive assets. The 50% of value test is
generally based on the average of the value of our assets for each quarter during the taxable year. If we own atleast 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 that company.
Our PFIC determination is based in part upon certain proposed U.S. Treasury regulations (the “Proposed
Regulations”) that are not yet in effect (although the U.S. Treasury Department has released guidance indicatingthat taxpayers may currently rely on them) and are subject to change in the future. The Proposed Regulations andother administrative pronouncements from the Internal Revenue Service (the “IRS”) provide special rules fordetermining the character of income derived in the active conduct of a banking business for purposes of the PFIC
rules. Although we believe we have adopted a reasonable interpretation of the Proposed Regulations andadministrative pronouncements, there can be no assurance that the IRS will follow the same interpretation.
If we are a PFIC for any taxable year during which a U.S. holder holds shares or ADSs (and the U.S. holder
does not make a timely mark-to-market election, as described below), 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 the shares or ADSs.
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 the shares or ADSs will betreated as 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 theshares or 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 that year
for individuals or corporations, as applicable, and the interest charge generally applicable tounderpayments of tax will be imposed on the resulting tax attributable to each such year.

Alternatively, a U.S. holder could make a mark-to-market election and avoid the special tax rules describedabove, provided that our shares or ADSs (as applicable) 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 listed159

on the New York Stock Exchange, which constitutes a qualified exchange, although there can be no assurance
that the ADSs will be “regularly traded” for purposes of the mark-to-market election. Under current law, themark-to-market election may be available to U.S. holders of shares 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. U.S. holders should consult their own tax
advisors regarding the potential availability and consequences of a mark-to-market election. In addition, a U.S.
investor that owns shares or ADSs 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 our shares or ADSs 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 will
generally be required to file IRS Form 8621. Additionally, non-corporate U.S. holders will not be eligible for
reduced rates of taxation on any dividends received from us if we are a PFIC in the taxable year in which such
dividends are paid or in the preceding taxable year.
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 other disposition of the shares or ADSs paid within the United States(and, in some cases, outside of the United States) to a U.S. holder, unless such holder is an exempt recipient. In
addition, backup withholding tax may apply to those amounts if a U.S. holder fails to provide an accurate
taxpayer identification number or fails either to report interest and dividends required to be shown on suchholder’s U.S. federal income tax returns or to make certain certifications. The amount of any backup withholding
from a payment to a U.S. holder will be allowed as a refund or credit against such holder’s U.S. federal income
tax liability, provided such holder furnishes the required information to the IRS.
Certain U.S. holders are required to report information with respect to their investment in shares or ADSs,
subject to certain exceptions (including an exception for shares or ADSs held in accounts maintained by certain
financial institutions), by attaching a complete IRS Form 8938, Statement of Specified Foreign Financial Assets,with their tax return for each year in which they hold the shares or ADSs. Investors who fail to report therequired information could become subject to substantial penalties. Potential investors are urged to consult with
their own tax advisors regarding the possible implications of these rules on their investment in our shares or
ADSs.
10.F. Dividends and Paying Agents
Not applicable.
10.G. Statement by Experts
Not applicable.
10.H. Documents on Display
We file annual reports on Form 20-F with, and furnish periodic reports on Form 6-K to, the U.S. Securities
and Exchange Commission via the Electronic Data Gathering, Analysis, and Retrieval system. These reports,
including this annual report on Form 20-F and the exhibits thereto, and other information can be inspected on theCommission’s website (https://www.sec.gov).
160

10.I. Subsidiary Information
Not applicable.
10.J. Annual Report to Security Holders
We furnished our annual report to security holders for the fiscal year ended March 31, 2023 to the U.S.
Securities and Exchange Commission on Form 6-K on May 25, 2023, in accordance with the requirements ofForm 6-K.

161

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT CREDIT, MARKET AND
OTHER RISK
Amid the growing diversity and complexity of banking operations, financial institutions are exposed tovarious risks, including credit, market, operations, information technology, legal, settlement and other risks. We
recognize risk management, including the need to tailor our operations in accordance with such risks, as a key
component of our overall management strategy In order to implement our business strategy while maintaining
our financial stability, we maintain comprehensive risk management and control measures. Mizuho Financial
Group maintains basic policies for risk management established by our Board of Directors that are applicable tothe entire Mizuho group. These policies clearly define the kinds of risks to be managed, set forth theorganizational 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.
All yen figures and percentages in this item are truncated. Accordingly, the total of each column of figures
may not be equal to the total of the individual items.
Overview of 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. At Mizuho Financial Group, the Risk Management Committee, which is one of the Business Policy
Committees of Mizuho Financial Group and chaired by the Group Chief Risk Officer (Group CRO), provides
integrated monitoring and management of the overall risk for the Mizuho group. The Group Chief Risk Officer(Group CRO) reports the risk management situation to our Board of Directors, the Risk Committee and the
Executive Management Committee, etc., on a regular basis and as needed. 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 maintain their own
systems for managing various types of risk, receiving reports on the status of risk at their respective subsidiaries,
and gives them appropriate instructions concerning risk management as necessary.
Basic Approach
We classify the risks arising from the group’s businesses into different types of risk such as credit risk,
market risk, liquidity risk operational risk, reputational risk and model risk according to their risk factors, andmanage each type of risk depending on its characteristics. Furthermore, each group entity manages such risks
according to the characteristics of its business operations (i.e., management of risks associated with settlement
and trust businesses, etc.). In addition to managing each type of risk individually, we have established acomprehensive risk management structure to identify and evaluate overall risk and to keep risk within limits thatare managerially acceptable. In line with the basic policies relating to overall risk management laid down by
Mizuho Financial Group, companies within the Mizuho group identify risk broadly and take a proactive andsophisticated approach to risk management.
Risk Capital Allocation
We endeavor to obtain a clear grasp of the group’s risk exposure and have implemented measures to control
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
162within managerially acceptable limits by working to ensure that the overall risk we hold on a consolidated basis
does not exceed our financial strength. To ensure the ongoing financial soundness of Mizuho Financial Group,
our principal banking subsidiaries and other core group companies, we regularly monitor the manner in whichrisk capital is being used in order to obtain a proper grasp of the risk profile within this framework. Reports arealso submitted to the Board of Directors and other committees of each company. Risk capital is allocated toMizuho Bank, Mizuho Trust & Banking, Mizuho Securities and Mizuho Americas by risk category, and isfurther allocated within their respective business units based on established frameworks.
Stress Testing
For the purpose of verifying the appropriateness of the Mizuho group’s risk appetite and the adequacy of its
business plans, we carry out stress testing on our entire portfolio by measuring and assessing the impacts on ourcapital ratio and financial performance of the stress events assumed in the scenarios set by the group. Stresstesting is carried out to confirm that the required capital ratio and financial performance can be secured on theoccurrence of any of the assumed stress events. When our capital ratio or financial performance falls below therequired level, we will consider and carry out a revision of our risk appetite and business plans. We also calculate
the impacts of assumed stress events on risk volumes, including interest rate risk related to our banking book thatis not covered by regulatory capital, to confirm whether the risk volumes balance with the group’s capital when arisk event occurs. The calculated risk volumes are used for assessing the group’s internal capital adequacy. Risk
scenarios are set considering the current and projected economic conditions, as well as vulnerabilities in thegroup’s business and financial structure. Moreover, we have established a robust risk management framework
under which stress testing is respectively carried out for each risk category, including market risk. Through such
stress testing, we deepen our understanding of the distinctive features of our businesses and portfolios, andproactively determine action to be taken if a stress event happens. In this way, we are committed to enhancing
our risk management capabilities on a continued basis.
Credit Risk Management
Basic Approach
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 (including off-balance-sheet instruments), as a result of
deterioration in obligors’ financial position. Mizuho Financial Group manages credit risk for the group as awhole. Specifically, Mizuho Financial Group establishes the group’s fundamental credit risk policy to manage
major group companies, and monitors and manages the credit risks of the group as a whole.
Credit Risk Management Structure
Our Board of Directors determines the Mizuho group’s basic matters pertaining to credit risk management.
In addition, the Risk Management Committee broadly discusses and coordinates matters relating to basic policies
and operations in connection with credit risk management and matters relating to credit risk monitoring for theMizuho group. Under the control of the Group Chief Risk Officer (Group CRO), the Credit Risk Management
Department and the Risk Management Department jointly monitor, analyze and submit suggestions concerning
credit risk and formulate and execute plans in connection with basic matters pertaining to credit risk
management.
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. The Board of
Directors of each company determines key matters pertaining to credit risk management.
The Balance Sheet & Risk Management Committee and the Credit Committee, each of which is a Business
Policy Committee of our principal banking subsidiaries, are responsible for discussing and coordinating overall
163

management of their individual credit portfolios and transaction policies towards obligors. The respective Chief
Risk Officers (CRO) of our principal banking subsidiaries are responsible for matters relating to planning andimplementing credit risk management. The credit risk management departments of our principal banking
subsidiaries are in charge of planning and administering credit risk management and conducting credit risk
measuring and monitoring. Such departments regularly present reports regarding their risk management situation
to Mizuho Financial Group. The credit departments of our principal banking subsidiaries determine policies andapprove/disapprove individual transactions in terms of credit review, credit management and collection fromobligors in accordance with the lines of authority set forth respectively by our principal banking subsidiaries. In
addition, our principal banking subsidiaries have established internal audit groups that are independent of thebusiness departments in order to ensure appropriate credit risk management.
Method of Credit Risk Management
We have adopted two different but mutually complementary approaches to credit risk management. The
first approach is “individual credit management,” in which we manage the process for each individual transaction
and individual obligor from execution until collection, based on our assessment of the credit quality of theobligor. 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 to credit risk.
Through this process, we identify credit risks and respond appropriately.
Individual Credit Management
Credit Codes
The basic code of conduct for all of our officers and employees engaged in the credit business is set forth inour credit code. Seeking to fulfill the bank’s mission and social responsibilities, 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 an 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 credit losses on loans and charge-offs in our self-assessment of loans and off-balance-sheet instruments.
To assign obligor ratings, we have a quantitative evaluation system (rating model) in place to enable proper
assessment of an obligor’s credit standing. The system gives a quantitative rating to an obligor based on obligorspecific characteristics such as type of business (corporation or individual) and geography (in Japan or outside
Japan). We categorize our rating models for companies in Japan into those for large companies and those forsmall and medium-sized companies. The former consist of 13 models according to industry-specific factors,
while the latter consist of three models. For companies outside Japan, we utilize nine models.
These were developed by the Credit Risk Management Department based on a statistical methodology andapproved by the Chief Risk Officer (CRO).
164

Pool allocations are applied to small claims that are less than a specified amount by pooling obligors andclaims with similar risk characteristics and assessing and managing the risk for each such pool. Our principal
banking subsidiaries efficiently manage credit risk and credit screening by dispersing a sufficient number ofsmall claims within each pool. Our principal banking subsidiaries generally review the appropriateness andeffectiveness of our approach to obligor ratings and pool allocations once a year in accordance withpredetermined procedures, which is audited by the Internal Audit Group.
Mizuho Financial Group defines a Restructured Loan as a loan extended to a Watch Obligor when thefollowing conditions are met: an obligor is experiencing financial difficulties; and lending conditions wereamended favorably to the obligor such as allowing interest rate reduction, postponement of principal repayment/interest payment, debt forgiveness, etc.
An overdue loan is defined as a loan for a Watch Obligor of which the loan principal or interest is overdue
for three months or more following the contractual payment date.
Self-assessment, Provision for Credit Losses on Loans 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 credit losses onloans and off-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 makepayments, and credit 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 and control the actual quality of assets and determine the appropriate accounting treatment, including
provision for credit losses on loans and off-balance-sheet instruments and charge-offs. Specifically, the credit
risk management department of each of our principal subsidiaries is responsible for the overall control of theself-assessment of assets of the respective banking subsidiaries, cooperating with the administrative departments
specified for each type of asset, including loan portfolios and securities, in executing and managing selfassessments. In our assessment of the probability of obligor bankruptcy, we deem an obligor that is rated as being
insolvent or lower as being bankrupt.
Credit Review
Prevention of new nonaccrual loans through routine credit management is important in maintaining thequality of our overall loan assets. Credit review involves analysis and screening of each potential transaction
within the relevant business department. In case the screening exceeds the authority of the department, the credit
department in charge at headquarters carries out the review. We have specialist departments for different
industries, business sizes and regions, carries out timely and specialized examinations based on thecharacteristics of the obligor and its market, and provides appropriate advice to the business department. In
addition, in the case of obligors with low credit ratings and high downside risks, the business department andcredit department jointly clarify their credit policy and in appropriate cases assist the obligors at an early stage inworking towards credit soundness.
Credit Portfolio Management
Risk Measurement
We use statistical methodologies that involve a risk measurement system (enterprise value corporate
valuation model, holding period of one year) to manage the possibility of losses by measuring the expected
average loss for a one-year risk horizon (“Expected Loss”) and the maximum loss within a certain confidence
interval (“credit VAR”). The difference between Expected Loss and credit VAR is measured as the credit risk
amount (“Unexpected Loss”). The risk measurement system covers the following account items reported by each165

Mizuho Financial Group company: credit transactions including loans and discounts; securities; obligors’
liabilities for acceptances and guarantees; deposits and foreign exchange; derivatives including swaps andoptions; off-balance-sheet items including commitments; and other assets involving credit risk.
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 guidelines noted below so that losses incurred through ahypothetical realization of the full credit VAR would be within the amount of risk capital and loan loss reserves.
Risk Control Methods
Our principal banking subsidiaries have established guidelines to manage “credit concentration risk,” whichstems from granting excessive credit to certain corporate groups. Our principal banking subsidiaries also set thecredit limit based on verification of status of capital adequacy. In cases where the limit is exceeded, our principal
banking subsidiaries will formulate a handling policy and/or action plan. In addition to the above, our principal
banking subsidiaries monitor total credit exposure, credit exposure per rating, credit concentration per corporategroup, geographic area and business sector to make a periodical report to the Balance Sheet & Risk Management
Committee and the Credit Committee.

166

The following diagram shows our risk management structure:

Mizuho Financial Group
Supervision, Audit

Risk Committee

Board of Directors
Management

Executive Management
Committee

President & Group CEO(Group CEO)Risk Management
Committee

Group Chief Risk Officer(Group CRO)

Risk Management Departments• Report the risk management
situation• Submit applications
concerning risk management• Set risk management policies• Give instructions and approval
concerning risk management

Core group companies
MizuhoBank

MizuhoTrust&Banking

MizuhoSecurities

MizuhoAmericasOthercore groupcompanies

Supervision, Audit

Audit & Supervisory
Committee

Board of Directors

Management
Executive Management
Committee

CEO

Balance Sheet & Risk
Management Committee

CRO

Offices

Middle offices

Risk Management Departments

Front offices167Market Risk Management
Basic Approach
We define market risk as the risk of losses incurred by the group due to fluctuations in interest rates, stock
prices, foreign exchange rates, etc. Market risk includes market liquidity risk; i.e., the risk that we will suffer aloss due to market disruptions or other disorders that prevent us from conducting transactions in the market or
require us to pay significantly higher prices than normal to conduct transactions. Mizuho Financial Groupmanages market risk for the Mizuho group as a whole. Specifically, Mizuho Financial Group establishes thefundamental risk management policy for the entire group, manages the market risk of our principal banking
subsidiaries and other core group companies and monitors how the group’s market risk is being managed as awhole.
Market Risk Management Structure
Our Board of Directors determines basic matters pertaining to market risk management policies. The Risk
Management Committee of Mizuho Financial Group broadly discusses and coordinates matters relating to basic
policies in connection with market risk management, market risk operations and market risk monitoring. The
Group Chief Risk Officer (Group CRO) is responsible for matters relating to market risk management planningand operations.
The Risk Management Department of Mizuho Financial Group is responsible for monitoring market risk,
reporting and analyzing, making proposals, setting limits and guidelines, and formulating and implementing
plans relating to market risk management.
The Risk Management Department submits reports regarding status of market risk to the President & GroupCEO on a daily basis and to our Board of Directors on a regular basis. For the purpose of managing the market
risk of our principal banking subsidiaries and other core group companies, the Department regularly receives
reports from each of them to properly identify and manage their market risk. These subsidiaries and core groupcompanies, which account for most of the Mizuho group’s exposure to market risk, establish their basic policies
based on ours, and their Boards of Directors determine important matters relating to market risk management.
Market Risk Management Method
To manage market risk, we set limits that correspond to risk capital allocations according to the risk profile
of each of our principal banking subsidiaries and other core group companies and thereby prevent the overallmarket risk we hold from exceeding our financial strength represented by capital, etc. The amount of risk capital
allocated to market risk corresponds to value-at-risk (the “VAR”) and additional costs that may arise in order toclose relevant positions.
Setting Limits
When the said limits are set, various factors are taken into account, including business strategies, historicallimit usage ratios, risk-bearing capacity (profits, equity capital and risk management framework), profit targets
and the market liquidity of the products involved. The limits are discussed and coordinated by the Risk
Management Committee, discussed further by the Executive Management Committee and then determined by the
President & Group CEO. 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 (10 BPV) as needed. An excess over any ofthese limits is immediately reported and addressed according to a pre-determined procedure.
Monitoring
To provide a system of mutual checks and balances in market operations, we have established middle
offices specializing in risk management that are independent of front offices which engage in market transactions
168

and of back offices which are responsible for book entries and settlements. When VAR is not adequate to control
risk, the middle offices manage risk using additional risk indices, carry out stress testing and set stop loss limits
as needed. We monitor market liquidity risk for individual financial products in the market while taking turnoverand other factors into consideration.
Value-at-Risk
We use the VAR method, supplemented with stress testing, as our principal tool to measure market risk. The
VAR method measures the maximum possible loss that could be incurred due to market movements within acertain time period (or holding period) and degree of probability (or confidence interval).
Trading Activities
VAR figures for our trading activities are based on the following:•

historical simulation method;•

confidence interval: one-tailed 99.0%;•

holding period of one day; and•historical observation period of three years.

The following tables show the VAR figures for trading activities by risk category for the fiscal years ended
March 31, 2021, 2022 and 2023 and as of March 31, 2021, 2022 and 2023:
Fiscal year ended March 31, 2021
Daily average Maximum Minimum

Risk category

As ofMarch 31, 2021

(in billions of yen)Interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commodities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥

4.3
0.7
1.1
0.0

¥

8.6
1.3
6.6
0.0

¥

1.7
0.3
0.1
0.0

¥

2.6
0.4
0.7
0.0

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

¥

5.4

¥

9.1

¥

2.4

¥

2.7

Fiscal year ended March 31, 2022
Daily average Maximum Minimum

Risk category

As ofMarch 31, 2022

(in billions of yen)Interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commodities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥

3.8
0.5
0.8
0.0

¥

5.7
1.5
4.9
0.1

¥

2.8
0.3
0.2
0.0

¥

4.0
1.0
1.1
0.0

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

¥

4.3

¥

10.2

¥

2.9

¥

5.3

Fiscal year ended March 31, 2023
Daily average Maximum Minimum

Risk category

As ofMarch 31, 2023

(in billions of yen)Interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commodities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥

4.6
0.8
1.1
0.1

¥

7.2
1.6
2.0
0.7

¥

2.7
0.4
0.4
0.0

¥

7.2
0.9
1.0
0.7

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

¥

5.3

¥

8.3

¥

3.1

¥

7.0

169

The following graph shows VAR figures for our trading activities for the fiscal year ended March 31, 2023:(VAR: billions of yen)

The following table shows VAR figures for our trading activities for the fiscal years indicated:
Fiscal years ended March 31,
2021
2022
2023 Change(in billions of yen)

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

¥2.7
9.1
2.4
5.4

¥ 5.3
10.2
2.9
4.3

¥7.0
8.3
3.1
5.3

¥ 1.7
(1.9)
0.2
1.0

Non-trading Activities
The VAR figures for our banking activities are based on the same conditions as those of trading activities,
but the holding period is one month. In addition, as for risk management of banking activities, it is important toproperly measure interest rate risk so that we calculate interest rate risk using appropriate methods such asrecognizing demand deposits as “core deposits.”

170

The following graph shows the VAR figures for our banking activities excluding our cross-shareholdings
portfolio for the year ended March 31, 2023:(VAR: billions of yen)

The following table shows the VAR figures for our banking activities for the fiscal years indicated:
Fiscal years ended March 31,
2021
2022
2023
Change(in billions of yen)

As of fiscal year end . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥249.4
Maximum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 501.7
Minimum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
224.0
Average . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
346.5¥209.7
321.9
191.0
266.0

¥223.5
392.2
152.1
217.6

¥ 13.770.3(38.8)(48.3)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.

•

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.

171

Cross-shareholdings Portfolio Management Activities
We take the market risk management approach with use of VAR and risk indices for cross-shareholdings
portfolio management activities to properly manage stock price risk. Specifically, we monitor VAR
measurements and the state of risk capital on a daily basis. Moreover, in order to control stock price risk, we areworking on the reduction in cross-shareholdings through careful negotiations with counterparties.
Back Testing
In order to evaluate the effectiveness of market risk measurements calculated using the VAR method, we
carry out regular back tests to compare VAR with assumptive profits and losses. Assumptive profits and losses
accounts for general market risk. The graph below shows daily VAR of trading activities for the fiscal year ended
March 31, 2023 and the corresponding paired distribution of profits and losses. We had zero cases where losses
exceeded VAR during the period. In addition, we conduct evaluations of the assumptions related to the VAR
models. Based on the number of times losses exceeded VAR through back testing and the results of theevaluation of the model assumptions, we will make adjustments to the models as appropriate. Changes tofundamental portions of the VAR models are subject to the approval of our Group Chief Risk Officer (GroupCRO).
Back Testing for the fiscal year ended March 31, 2023
(assumptive profit or loss
: billions of yen)

(VAR: billions of yen)Note:

We conduct our back testing and assess the number of cases where losses exceed VAR based on a 250
business day year. The expected average number of instances where one-day trading losses exceeded
VAR at the 99.0% confidence level is 2.5.

172

Stress Testing
Because the VAR method is based on statistical assumptions, we conduct stress testing to simulate thelevels 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 under scenarios in whichstresses are applied to interest rate risk and stock price risk based on current and projected economic conditions,
historical market events, etc.
Liquidity Risk Management
Basic Approach
We define liquidity risk as the risk of losses arising from funding difficulties due to deterioration of our
financial position that make it difficult for us to raise necessary funds or force us to raise funds at significantly
higher interest rates than usual. Mizuho Financial Group manages liquidity risks for the Mizuho group as awhole. Specifically, Mizuho Financial Group establishes a fundamental liquidity risk management policy for theentire group, manages the liquidity risk of our principal banking subsidiaries and other core group companies andmonitors how the group’s liquidity risk is being managed as a whole.
Liquidity Risk Management Structure
Our Board of Directors determines the basic matters pertaining to liquidity risk management policies. The
Risk Management Committee of Mizuho Financial Group broadly discusses and coordinates matters relating to
the basic policies in connection with the liquidity risk management, operations and monitoring, as well as
proposing responses to emergencies such as sudden market changes. Our Group Chief Risk Officer is responsible
for matters relating to liquidity risk management planning and operations. Our Risk Management Department is
responsible for monitoring, reporting and analyzing liquidity risk, making proposals in connection with liquidity
risk and formulating and implementing plans relating to liquidity risk management. In addition, our Group Chief
Financial Officer is responsible for matters relating to the planning and operation of funds management, and the
Financial Planning Department is responsible for its monitoring and also for planning and implementing
measures relating to funds management to maintain appropriate funding liquidity. Reports on the status of andother factors relating to, cash funding management are submitted to our Board of Directors, the Risk Committee,
the Executive Management Committee, the President & Group CEO and the Business Policy Committees,
respectively, on a regular basis.
Our principal banking subsidiaries and other core group companies also establish their own basic policies on
liquidity risk management to properly identify and manage liquidity risk.
Liquidity Risk Management Method
We manage liquidity risk through the frameworks of “Liquidity Risk Management Indicators” and“Liquidity Categorization.” The former is determined for the purpose of managing limits on funds raised in themarket considering our fund raising capabilities, and the latter is determined based on our funding conditions.
We also carry out liquidity stress testing to verify the sufficiency of liquidity reserve assets and the effectivenessof countermeasures against a possible outflow of funds during a stress event. The results of stress testing are used
for funds management operations.
Liquidity Risk Management Indicators
Limits on funds raised in the market are set based on a number of time horizons taking into account thecharacteristics and strategies of each of our principal banking subsidiaries and other core group companies. Suchlimits are discussed and coordinated by the Risk Management Committee, discussed further by the Executive
Management Committee and determined by the President & Group CEO. An excess over any of these limits isimmediately reported and addressed in accordance with pre-determined procedures.
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Liquidity Categorization
We have established a group-wide framework of assessing the levels of the liquidity risks by categorizingthem into “Normal,” “Anxious” and “Crisis” to reflect the funding conditions. In addition, we set Early Warning
Indicators (“EWIs”) and monitor on a daily basis to manage the funding conditions. The EWIs include stock
prices, credit ratings, amount of liquidity reserve assets such as Japanese government bonds, our funding
situations and others.
Liquidity Stress Testing
We carry out stress testing regularly based on market-wide factors, idiosyncratic factors of the group and a
combination of both types of factors to verify the sufficiency of liquidity reserve assets and the effectiveness of
our liquidity contingency funding plans. Furthermore, we utilize stress testing to evaluate the appropriateness of
our annual funding plan.
Operational Risk Management
Basic Approach
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 control operational risk management for the Mizuho
group as a whole. Considering that operational risk includes information technology risk, operations risk, legalrisk, human resources risk, tangible asset risk and regulatory change risk, we have separately determined thefundamental risk management policies for these different types of risk. We manage the operational risk
associated with our principal banking subsidiaries and other core group companies while monitoring the state ofgroup-wide operational risk.
Operational Risk Management Structure
Our Board of Directors determines basic matters pertaining to operational risk management policies. The
Risk Management Committee of Mizuho Financial Group broadly discusses and coordinates matters relating tobasic policies in connection with operational risk management, operational risk operations and operational risk
monitoring. The Group Chief Risk Officer (Group CRO) is responsible for matters relating to operational risk
management planning and operations. The Risk Management Department of Mizuho Financial Group is
responsible for monitoring market risk, reporting and analyzing making proposals, setting limits and guidelines,
and formulating and implementing plans relating to operational risk management.
Our principal banking subsidiaries and core group companies establish their basic policies on operationalrisk management, and their Boards of Directors determine important matters relating to operational risk
management.
Operational Risk Management Method
To manage operational risk, we set common rules for data gathering to develop various databases shared by
the group and measure operational risk as operational VAR on a regular basis, taking into account possible future
loss events and 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 that arise from the growing sophistication anddiversification of financial operations and developments relating to information technology by utilizing control
self-assessments and improving measurement methods.

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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 incur losses or ourgroup companies may incur losses due toproblems (e.g. malfunctions, disruptions,etc.) with the computer systems or improperuse of the computers in these systems, whichcause disruptions of the services provided tocustomers, or have significant impact onsettlement systems, etc.

•••
Cybersecurity
Risk

Operations Risk

Risk that the group may incur losses due tothe problems, caused by a cyber attack, suchas leakage or falsification, etc. of electronic
data of or the failure of the expected system
functions.
Risk that customers may incur losses or thegroup may incur losses due to the disruptionof services to customers or major incidents
affecting settlement systems, etc., as a resultof inadequate operations caused byfraudulent acts, errors or negligence, etc., ofsenior executives or employees, orinadequacies in the operational structure
itself.

•

•
•
•
•

•
Legal Risk

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

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.

175

•
•
•
•
•

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 capabilities for
rapidly and effectively dealing withcyber attacks or other threats
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, officeautomation and centralization for
operations.
Improve the effectiveness of emergency
responses by holding drills.
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 staff surveys.
Understand the status of working hours.
Understand the status of vacation days
taken by personnel.
Understand the status of voluntary
resignations.
Understand the status of the stress checksystem.

Definition

Tangible Asset
Risk

Regulatory
Change Risk

Principal Risk Management Methods

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.

•

•

•

•

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.

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.
Measurement of operational risk equivalent
Implementation of the Advanced Measurement Approach (“AMA”)
We have adopted the AMA for the calculation of operational risk equivalent in association with capital
adequacy ratios based on Basel Regulation. However, we use the Basic Indicator Approach for entities that are
deemed to be less important in the measurement of operational risk equivalent.
The measurement results under the AMA are used not only as the operational risk equivalent in thecalculation of capital adequacy ratios based on Basel Regulation, but also as operational VAR for internal risk
management purposes for implementing action plans to reduce operational risk, etc.
Outline of the AMA•

Outline of measurement system
We have established the model by taking into account four elements: internal loss data; external loss
data; scenario analysis; business environment and internal control factors (BEICFs). We calculate theoperational risk amount by estimating the maximum loss, using a 99.9th percentile one-tailed
confidence interval and a one-year holding period, etc., as operational risk equivalent, employing bothinternal loss data (i.e., actually experienced operational loss events) and scenario data to reflect
unexperienced potential future loss events in the measurement.
In the measurement of operational risk equivalent as of March 31, 2023, we did not exclude expected
losses and also did not recognize the risk mitigating impact of insurance. In addition, we did not take
into account the events related to credit risk in measuring operational risk equivalent.

176

•

Outline of measurement model
Operational risk equivalent is calculated as a simple sum of those risk amounts related to the seven loss
event types defined in the FSA’s Capital Adequacy Notice, large-scale natural disasters and litigation. In
the measurement of operational risk equivalent as of March 31, 2023, we did not reflect the correlation
effects among operational risk related to each of the seven loss event types.

•

Operational risk by loss event type
Loss Distribution (Compound Poisson Distribution) Approach (LDA) is adopted for the calculation ofoperational risk. LDA is based on the assumption that Poisson Distribution applies to the occurrence
frequency of operational risk events, and loss severity is expressed through a separate distribution.
Operational risk is calculated for each of the seven loss event types employing both internal loss data,
based on our actual experience as operational loss events and scenario data. Scenario data, expressed as
numerical values of occurrence frequency and loss severity, reflects external loss data and BEICFs, inorder to estimate unexperienced potential future loss events (of low frequency and high severity).
“Frequency Distribution” and “Severity Distribution” are estimated employing the above mentioned
internal loss data and scenario data, and Monte-Carlo simulations are then applied to these distributions
to measure operational risk. The detailed steps of creation of scenario data are explained later in“Scenario Analysis.”•

Estimation of “Frequency Distribution” and “Loss Severity Distribution”“Frequency Distribution” is estimated by applying information on occurrence frequency of both internal
loss data and scenario data to Poisson Distribution. “Loss Severity Distribution” is generated as theresult of combining, through a statistical approach (Extreme Value Theory), of the actual distribution forthe low severity distribution portion created by internal loss data and another loss distribution(Log-normal Distribution or Generalized Pareto Distribution) for the high severity distribution portion
created by scenario data.

•

Operational risk of large-scale natural disasters
Monte-Carlo simulation is applied to the datasets expressed as a combination of the probability ofoccurrence of large-scale natural disasters and the probable loss amount in case of such occurrence, as
opposed to estimating “Frequency Distribution” and “Loss Severity Distribution.”•

Operational risk of litigation
Each litigation is converted into data according to the profile of the individual litigation to which
Monte-Carlo simulation is applied, as opposed to estimating “Frequency Distribution” and “LossSeverity Distribution.”•

Verification
We confirm the appropriateness of the measurement model by verifying it, in principle, semi-annually.

Scenario Analysis•

Outline of scenario analysis
In the process of scenario analysis, scenario data is created as numerical values of occurrence frequency
and loss severity reflecting external loss data and BEICFs, in order to estimate unexperienced potential
future operational risk events (of low frequency and high severity).
As for external loss data, we refer to data publicly reported by domestic and overseas media, and suchdata are reflected in the estimation of occurrence frequency and loss severity distribution in the processof scenario analysis. In addition, BEICFs are utilized as indices to adjust occurrence frequency and loss
severity distribution in the process of scenario analysis.
177

We categorize scenario analysis into four approaches in accordance with the characteristics of each loss
event type and risk management structures.
Approach

Loss event type(s) to be applied

A

Internal fraud / External fraud / Clients, products and business practices /Execution, delivery and process management
Employment practices and workplace safety
Damage to physical assets
Business disruption and system failure

BCD

At Mizuho Financial Group, loss event types to which Approach A is applied account for a considerable
amount of operational risk. The detailed process of Approach A is explained below as a typical exampleof scenario analysis.
•

Setting units for scenario analysis
In order to ensure completeness and sufficiency, we set units that are commonly applied across group
entities that adopt AMA (the “Group Entities”) by referencing and categorizing risk scenarios
recognized through control self-assessment, internal loss data of the Group Entities and external loss
data, etc. Then each of the Group Entities selects the unit on which scenario analysis is conducted fromthe units established on a group-wide basis in accordance with its business activities and operational risk
profile.

•Estimation of occurrence frequency
Basic occurrence frequency (once a year) is calculated for each scenario analysis unit. If a certain
scenario analysis unit has relevant internal loss data of a pre-determined threshold amount or above, its
basic occurrence frequency is calculated based on such data, and if not, the basic occurrence frequency(the occurrence frequency per year of losses at or above a pre-determined threshold) is calculated withreference to the situation of occurrence of internal loss data of less than the threshold amount and/or
external loss data. The basic occurrence frequency is then adjusted within a pre-determined range for the
purpose of reflecting the most recent BEICFs to determine the final occurrence frequency.

•

Estimation of loss severity distribution
In order to estimate loss severity distribution, we use a pre-determined series of severity ranges. Basicloss severity distribution is calculated for each scenario analysis unit as an occurrence ratio (inpercentile figures) of loss at each severity range when losses at or above a pre-determined thresholdoccurred, with reference to transaction amount data, external loss data, etc. Then the basic severity
distribution is adjusted, if necessary, from the viewpoint of statistical data processing to determine thefinal loss severity distribution.

•

Creation of scenario data
For each scenario analysis unit, scenario data is generated as a series of combinations of occurrence
frequency per year at each severity range, based on the final occurrence frequency and the final loss
severity distribution.

Reputational Risk Management
Basic Approach
We define reputational risk as “the risk that the Company Group may incur tangible or intangible losses due
to adverse effect to our reputation or Mizuho’s brand when all services provided by and all activities conductedby the Company Group, officers and employees, are recognized as deviated from expectations and requirementsfrom stakeholders including clients, employees, the economy, and society”.

178

We supervise reputational risk management for the Company Group. Specifically, we establish the group’s
basic policies pertaining to reputational risk management, manage core group companies, and monitor how thegroup’s reputational risks are being managed as a whole.
Reputational Risk Management Structure
Our Board of Directors determines the Mizuho group’s basic matters pertaining to reputational risk
management. In addition, the Business Policy Committees (Risk Management Committee) comprehensively
deliberate and coordinate basic policies pertaining to reputational risk management, and matters relating tooperations and monitoring. The Group Chief Strategy Officer (Group CSO) is responsible for matters relating toplanning and operation of reputational risk management. Public Relations Office conducts monitoring andreporting of reputational risks and analyses and suggestions thereof, and carries out planning and promotion ofbasic matters pertaining to reputational risk management.
Reports on the reputational risk situations, etc. are made on a regular basis to the Group Chief Strategy
Officer (Group CSO) and the Business Policy Committees. Regarding the reputational risk management of thecore group companies, we identify and manage reputational risks appropriately by receiving their reports on aregular basis. In particular, individual companies which account for a large part of the group’s reputational risks
establish their own basic policies, and the Board of Directors of the individual company determines importantmatters pertaining to reputational risk management.
Method of Reputational Risk Management
We control reputational risks by carrying out centralized monitoring and management of the informationthat are deemed to have a great impact on our group management, and creating an appropriate management
structure suited to the scale and nature of risks, etc.
We endeavor to prevent the realization of reputational risks beforehand and minimize losses by identifying
reputational risks earlier and responding appropriately in terms of urgency and impact.
Model Risk Management
Basic Approach
We define model risk as the risk of the Mizuho Group incurring tangible and intangible losses due todecision-making based on an inadequate or failed model and/or inappropriate use of a model.
In recent years, against the backdrop of the wider and more complex business operations of financial
institutions and technological innovations such as artificial intelligence, the opportunities to use models in theoperations of financial institutions have been expanding, and their materiality and impact have been increasing.
Under such circumstances, there is a growing need to manage model risk by focusing on the risk of tangible andintangible losses arising from decisions based on improper development and inappropriate use of these models.
We supervise model risk management for the Mizuho Group and are promoting comprehensive andeffective model risk management throughout the group. Specifically, we are currently conducting a complete
model survey on a group and global basis covering all business categories, including bank, trust bank, andsecurities business and covering all of the regions of Japan, Americas, Europe and Asia-Pacific. With thecommitment of the senior management, we will grasp and visualize the status of model risk, promoting
appropriate model risk management on a risk-based approach.

179

Model Risk Management Structure
Our Board of Directors determines the Mizuho Group’s basic matters pertaining to model risk management.
In addition, the Business Policy Committees (Risk Management Committee) comprehensively deliberate andcoordinate basic policies pertaining to model risk management, and matters relating to administration andmonitoring. Our Group Chief Risk Officer (Group CRO) is responsible for matters relating to planning andadministration of model risk management. The Risk Management Department is responsible for monitoringmodel risks, making reports, analyses, and proposals, etc., and makes and promotes plans for model risk
management. We manage model risk situations for the entire group based on the reports received from the coregroup companies on their model risk management. In particular, individual companies which are determined tobe highly susceptible to model risks establish their own basic policies, and each of their board of directors
determines important matters pertaining to model risk management.
Method of Model Risk Management
Our model risk management is carried out through model testing, monitoring, etc. by the first line ofdefense, which consists of model owners, users, developers, etc. and through model validation, etc. by the secondline of defense, which controls the model risk via reviewing and challenging to the first line of defense in every
step of model identification, development, use, change, and exit. Furthermore, we carry out model risk
management based on a risk-based approach with weighting according to the materiality and impact of themodels.
Compliance
As a leading Japanese financial services group with a global presence and a broad customer base, we remain
conscious of the importance of our social responsibilities and public mission at all times. We define complianceas “the strict observance of all laws and regulations and the pursuit of fair and honest corporate activities that
conform to the norms accepted by society” and view ongoing compliance as one of the basic principles of soundbusiness management. Each of our group companies maintains its own compliance structure in line with thebasic policies established by Mizuho Financial Group.
Compliance Structure
The chief executive officers of Mizuho Financial Group, Mizuho Bank, Mizuho Trust & Banking and
Mizuho Securities generally oversee compliance matters of their respective companies, and the chief executive
officers, etc., also head their respective compliance committees at which important matters concerningcompliance are discussed. The four companies also have compliance divisions under their respective chiefcompliance officers. These divisions are responsible for compliance planning and implementation and control
overall compliance management at their respective companies. At the organizational unit level (such as branches
and divisions) at each of the four companies, the head of the unit is responsible for guidance and implementation
related to compliance matters within such unit, and the compliance officer or the compliance administrator ateach unit reviews the status of compliance within such unit.
Other core group companies have also established compliance structures tailored to the characteristics oftheir 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 parents.
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Compliance Activities
We have established the “Mizuho Code of Conduct,” which sets forth clear and concrete standards of ethicalbehavior, and have distributed it to all directors, senior management and employees of the Mizuho group so thatthey 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.
We conduct compliance training for directors, senior management and employees so that they are fullyacquainted with the contents of the compliance manual.
We monitor levels of compliance through self-assessments conducted by individual organizational units andthrough monitoring conducted by the compliance division of each group company.
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 audit refers to the series of activities, ranging from the objective and comprehensive evaluation of
the effectiveness and appropriateness of each process relating to governance, risk management and control, toproviding recommendations and corrective guidance, etc., toward the resolution of problems from an
independent standpoint of the departments and business processes that are subject to the audit, based on a plan
approved by the board of directors of each of our group companies. Through these series of activities, internal
audits assist the board 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 internal auditingof their respective 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 awhole.
Internal Audit Management Structure
Mizuho Financial Group
Our Internal Audit Group is independent from our other departments and business processes at Mizuho
Financial Group. The Internal Audit Group conducts internal audits of Mizuho Financial Group, and monitorsand manages internal audits at our principal banking subsidiaries and other core group companies based onreports submitted by such subsidiaries. The progress of individual audits and plans are to be reported to the Audit
Committee, and our Internal Audit Group responds to requests for inspections, and receives specific instructions
from the Audit Committee. In addition, we have also established an Internal Audit Committee which discusses
and makes decisions on all important matters regarding internal audits. The results of their resolutions andimportant reporting matters are to be submitted to the Audit Committee and our Board of Directors.
Mizuho Bank and Mizuho Trust & Banking
At both Mizuho Bank and Mizuho Trust & Banking, their respective Internal Audit Groups are independent
from their respective other departments and business processes. The progress of individual audits and plans are to181be reported to their respective Audit & Supervisory Committees, and their respective Internal Audit Groups
respond to requests for inspections, and receive specific instructions, from their respective Audit & Supervisory
Committee. In addition, they have also established their respective Internal Audit Committees which discuss andmake decisions on all important matters regarding their respective internal audits.
Both banks have established their respective internal audit departments to conduct internal audits at theirrespective domestic and overseas business offices, head office departments and group companies. Specifically,
the internal audit departments assess the suitability and effectiveness of business activities associated withcompliance and risk management, respectively.
Other Core Group Companies
Other core group companies have also established effective and efficient internal audit structures adapted tothe characteristics of their respective businesses.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
12.A. Debt Securities
Not applicable.
12.B. Warrants and Rights
Not applicable.
12.C. Other Securities
Not applicable.
12.D. American Depositary Shares
The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing sharesor surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The table below setsout such fees payable to the depositary:
Persons depositing or withdrawing shares must pay:For:

$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)– Delivery of ADRs and the surrender of ADRs$.05 (or less) per ADS– Any cash distribution to ADS registered holders

A fee equivalent to the fee that would be payable if
securities distributed to you had been shares and theshares had been deposited for issuance of ADSs

– Distribution of securities distributed to holders ofdeposited securities that are distributed by thedepositary to ADS registered holders$.05 (or less) per ADS– General depositary services

Registration or transfer fees

– Transfer and registration of shares on our shareregister to or from the name of the depositary or its
agent when you deposit or withdraw shares

Expenses of the depositary– Cable, telex and facsimile transmissions expenses(as are expressly provided in the deposit agreement)– Converting foreign currency to U.S. dollars

Taxes and other governmental charges– As necessary

Any other charge incurred by the depositary or its agentsin connection with the servicing of the deposited
securities– As necessary

182

The Bank of New York Mellon (“BNYM”), as depositary, has agreed to reimburse us annually for expenses
related to the administration and maintenance of the depositary receipt facility including, but not limited to,investor relations expenses, legal fees, New York Stock Exchange continued listing fees or any other direct or
non-direct depositary receipt program related expenses. There are limits on the amount of expenses for which thedepositary will reimburse us. In the fiscal year ended March 31, 2023, the depositary reimbursed us $500,000 forsuch expenses.

183

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 President & Group CEO and Group Chief Financial Officer, of the effectiveness of the design and operationof our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of1934) as of March 31, 2023. There are inherent limitations to the effectiveness of any system of disclosure
controls and procedures, including the possibility of human error and the circumvention or overriding of thecontrols and procedures. Accordingly, even effective disclosure controls and procedures can only provide
reasonable, not absolute, assurance of achieving their control objectives. Also, projections of any evaluation ofeffectiveness 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 the policies or procedures may deteriorate. Based upon theevaluation referred to above, our President & Group CEO and Group Chief Financial Officer concluded that thedesign and operation of our disclosure controls and procedures as of March 31, 2023 were effective to provide
reasonable assurance that information required to be disclosed in the reports that we file or submit under the
Securities Exchange Act of 1934 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 Rule 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.
Our management evaluated the effectiveness of our internal control over financial reporting as of March 31,
2023 based on the criteria established in “Internal Control—Integrated Framework” issued by the Committee of184

Sponsoring Organizations of the Treadway Commission (2013 framework) (COSO). Based on the evaluation,
our management has concluded that we maintained effective internal control over financial reporting as ofMarch 31, 2023.
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, 2023, which appears on page F-6.
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-6.
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 have materially affected, or that are reasonably likely to materially affect, our internal control overfinancial reporting.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERTOur Board of Directors has determined that Messrs. Ryoji Sato and Hisaaki Hirama are each qualified as an“audit committee financial expert” as defined in Item 16A of Form 20-F under the Securities Exchange Act of1934, as amended. In addition, Mr. Ryoji Sato is determined to be “independent” as defined under the NYSE
Corporate Governance Standards.
ITEM 16B. CODE OF ETHICS
Mizuho Financial Group has adopted a code of ethics, titled “Code of Ethics for Financial Professionals,”
which is applicable to all directors, executive officers (as defined in the Companies Act), executive officers (asdefined in Mizuho Financial Group’s internal regulations) and employees of Mizuho Financial Group involved infinance, accounting and disclosure. The code of ethics of Mizuho Financial Group 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, our independent registered public accounting
firm, and its affiliates, to Mizuho Financial Group and its consolidated subsidiaries for the fiscal years ended
March 31, 2022 and 2023 are presented in the following table:
Fiscal years ended March 31,
2022
2023
(in millions of yen)

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

¥5,237262
184
15¥5,412562
153
28

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

¥5,698¥6,155

Notes:(1) Audit fees primarily 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.
(2) Audit-related fees primarily include fees for services relating to agreed-upon procedures on internal controls
and advisory services relating to regulatory filings.
185

(3) Tax fees primarily include fees for services relating to the preparation of tax returns and tax advice.
(4) All other fees primarily include fees for services relating to education about financial accounting and related
legal regulation for 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 audit committee forpre-approval before entering into an agreement regarding audit and permitted non-audit services with Ernst &Young ShinNihon LLC.
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. Our audit committee reviews the
specific maximum fee amount for new services and the maximum
amount of increase/decrease from previous fee amounts for the same typeof services as those performed in the past 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 generalpre-approval procedure, specific pre-approval by our audit committee isrequired prior to each engagement. With respect to such services, fulltime audit committee member(s) must provide pre-approval and reportsuch pre-approval at the monthly meeting of the audit committee.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
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, 2023:

Total number ofshares purchased

April 1 to April 30, 2022 . . . . . . . . . . . . . . . . .
May 1 to May 31, 2022 . . . . . . . . . . . . . . . . . .
June 1 to June 30, 2022 . . . . . . . . . . . . . . . . . .
July 1 to July 31, 2022 . . . . . . . . . . . . . . . . . .
August 1 to August 31, 2022 . . . . . . . . . . . . . .
September 1 to September 30, 2022 . . . . . . . .
October 1 to October 31, 2022 . . . . . . . . . . . .
November 1 to November 30, 2022 . . . . . . . .
December 1 to December 31, 2022 . . . . . . . . .
January 1 to January 31, 2023 . . . . . . . . . . . . .
February 1 to February 28, 2023 . . . . . . . . . . .
March 1 to March 31, 2023 . . . . . . . . . . . . . . .
Total(1) . . . . . . . . . . . . . . . . . . . . . . . . . . .

Average pricepaid per share

Total number ofshares purchased
as part of publicly
announced plansor programs

Maximum
number of sharesthat may yet bepurchased under
the plansor programs

5,442 ¥
7,215
6,509
7,067
8,308
10,196
7,165
9,118
35,932
52,25932,967
21,398

1,561.7
1,551.2
1,530.0
1,561.8
1,577.1
1,635.2
1,610.4
1,624.5
1,755.5
1,961.3
2,079.3
2,089.2

—
—
—
—
—
—
—
—
—
—
—
—

—
—
—
—
—
—
—
—
—
—
—
—

203,576

1,845.2

—

—

186

¥

Note:(1) A total of 203,576 shares were purchased other than through publicly announced plans or programs during
the fiscal year ended March 31, 2023, due to our purchase of shares constituting less than one (1) unit fromholders of such shares at the current market price of those shares.
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
None.
ITEM 16G. CORPORATE GOVERNANCE
Mizuho Financial Group’s corporate governance practices are governed by applicable Japanese laws,
specifically the Companies Act and Financial Instruments and Exchange Act of Japan, and its articles ofincorporation and corporate governance guidelines. The company transformed itself from a Company with
Audit & Supervisory Board to a Company with Three Committees as of June 24, 2014.
Because Mizuho Financial Group’s shares are registered with the U.S. Securities and Exchange Commission
and are listed on the New York Stock Exchange (“NYSE”), the company is also subject to corporate governancerequirements applicable to NYSE-listed foreign private issuers. NYSE-listed companies that are foreign private
issuers meeting certain criteria are permitted to follow home country practices in lieu of certain provisions ofSection 303A, and Mizuho Financial Group is relying on this exemption.
A NYSE-listed foreign private issuer is required to provide to its U.S. investors a brief, general summary of
the significant differences of corporate governance practices that differ from those followed by NYSE-listed U.S.
companies. The following is a summary of the significant ways in which Mizuho Financial Group’s corporate
governance practices differ from NYSE listing standards followed by U.S. companies:•

A NYSE-listed U.S. company is required to have a majority of directors that meet the independence
requirements under Section 303A of the NYSE’s Listed Company Manual. The Companies Act does not
require Mizuho Financial Group to have a majority of “independent” directors on the board; rather, it
requires the company to have a majority of “outside” directors on each of the Nominating Committee,
the Compensation Committee and the Audit Committee, each established as a committee, pursuant to
the requirements that apply to a Company with Three Committees. An outside director is defined under
the Companies Act as a director who meets all of the following requirements: (a) a person who is not
currently, and has not been in the ten years prior to his or her assumption of office as outside director, an
executive director, an executive officer, a manager, or any other type of employee (“Executive Director,
etc.”) of the company or its subsidiaries; (b) if a person has been a non-executive director, an audit &supervisory board member, or an accounting adviser of the company or its subsidiaries within the ten
years prior to his or her assumption of office as outside director, a person who was not an Executive
Director, etc., of the company or its subsidiaries in the ten years prior to his or her assumption of officeas such; (c) a person who is not (i) a person who controls the company (including the company’s parent
company) (“Parent Company, etc.”) and who is a natural person or (ii) a director, an executive officer, amanager or any other type of employee of a Parent Company, etc.; (d) a person who is not an Executive
Director, etc., of another subsidiary of a Parent Company, etc.; and (e) a person who is not a spouse or afamily member within the second degree of kinship of (i) a director, an executive officer, a manager, or
any other type of important employee of the company or (ii) a Parent Company, etc., who is a natural
person. In addition to the requirements under the Companies Act, Mizuho Financial Group’s
independence standards for outside directors set forth additional independence requirements on a
voluntary basis. Such additional requirements include, but are not limited to, restrictions against persons
that are related to a principal business counterparty of Mizuho Financial Group and its Three Core
Companies (Mizuho Bank, Mizuho Trust & Banking and Mizuho Securities), entities to which Mizuho
187

Financial Group and its Three Core Companies are a principal business counterparty, entities thatreceive more than a specified amount of donations from Mizuho Financial Group or its Three Core
Companies, entities to which directors have been transferred from us, our accounting auditor, law firms
and consulting firms that receive more than a specified amount of fees from Mizuho Financial Group or
its Three Core Companies, as well as persons who otherwise are likely to give rise to consistent
substantive conflicts of interest in relation to general shareholders. Mizuho Financial Group may,
however, appoint a person as an outside director who does not satisfy the additional independence
requirements but who it believes to be suitable for the position with sufficient independence inconsideration of such person’s character and insight, provided that it externally provides an explanation
as to the reason it believes such person qualifies as an outside director with sufficient independence.
Currently, Mizuho Financial Group has eight outside directors among the 14 directors.
•

A NYSE-listed U.S. company is required to have an audit committee composed entirely of independent
directors. Currently, among the four members of the Audit Committee, three members including the
Chairperson are outside directors and one member is an internal non-executive director in compliancewith the requirements under the Companies Act, and all such committee members are independent
under Rule 10A-3 under the U.S. Securities Exchange Act of 1934 with two members qualified as audit
committee financial experts.

•

A NYSE-listed U.S. company is required to have a nominating/corporate governance committee and acompensation committee, both of which must be composed entirely of independent directors. Currently,
the Nominating Committee and the Compensation Committee consist solely of outside directors incompliance with the requirements under the Companies Act.

•A NYSE-listed U.S. company must hold regularly scheduled executive sessions where participants arelimited to non-executive directors. Currently, the Outside Director Session consists solely of outside
directors and is held at least once a year, where the outside directors discuss matters such as issues
facing management, the operation of the Board of Directors and the governance systems, and provide
opinions as appropriate to our Group CEO.

•A NYSE-listed U.S. company must adopt corporate governance guidelines and a code of businessconduct and ethics and must post those on its website. While Mizuho Financial Group is not required toadopt such guidelines and code under applicable Japanese laws or the rules of the stock exchange inJapan on which it is listed, the company established in June 2014 and has been updating its corporate
governance guidelines that sets forth the basic policy, framework and governing policies regarding thecorporate governance system in Mizuho Financial Group and also maintains the “Mizuho Code of
Conduct” as its standard for corporate conduct to be observed by the directors, officers and employees.

ITEM 16H. MINE SAFETY DISCLOSURE
Not applicable.
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENTINSPECTIONS
Not applicable.

188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.
Exhibit
Number

1.1
1.2
1.3
2.1
2.2

2.3
2.4
8
11
12.1
12.2
13.1
15
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE104***

EXHIBITS
Description of Exhibits

Articles of Incorporation of Mizuho Financial Group, Inc., dated March 2, 2023 (English
Translation)
Regulations of the Board of Directors of Mizuho Financial Group, Inc., as amended on May 15,2023 (English Translation)
Share Handling Regulations of Mizuho Financial Group, Inc., dated September 1, 2022 (English
Translation)
Form of American Depositary Receipt*
Form of Deposit Agreement, amended and restated as of April 2, 2018, among the registrant, The
Bank of New York Mellon as Depositary and all owners and holders from time to time ofAmerican Depositary Receipts issued thereunder**Description of Our Shares of Common Stock and Preferred Stock—see “Item 10.B. Memorandum
and Articles of Association.”
Description of Our American Depositary Shares*
List of significant subsidiaries of Mizuho Financial Group, Inc.—see “Item 4.C. Information on
the Company—Organizational Structure.”
Code of Ethics for Financial Professionals of Mizuho Financial Group, Inc., as amended on
April 1, 2021 (English Translation)*
CEO Certification required by Rule 13a-14(a) (17 CFR 240.13a-14(a)).
CFO Certification required by Rule 13a-14(a) (17 CFR 240.13a-14(a)).
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).
Consent of Independent Registered Public Accounting Firm
Inline XBRL Instance Document—the instance document does not appear in the Interactive Data
File because its XBRL tags are embedded within the Inline XBRL document
Inline XBRL Taxonomy Extension Schema
Inline XBRL Taxonomy Extension Calculation Linkbase
Inline XBRL Taxonomy Extension Definition Linkbase
Inline XBRL Taxonomy Extension Label Linkbase
Inline XBRL Taxonomy Extension Presentation Linkbase
The cover page for the Company’s Annual Report on From 20-F for the year ended March 31,
2023, has been formatted in Inline XBRLIncorporated by reference to our annual report on Form 20-F (No. 001-33098) filed on July 2, 2021
Incorporated by reference to our annual report on Form 20-F (No. 001-33098) filed on July 3, 2018, except
Exhibit A thereto. For the latest Exhibit A, see Exhibit 2.1 to our annual report on Form 20-F
(No. 001-33098) filed on July 2, 2021.
189

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 and globally integrated, the MHFG Grouphas 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 suchmethods to be representative of the Group’s operations.

A-1

I. Distribution of assets, liabilities and equity; interest rates and interest differential
Average balances of balance sheet items, interest and dividend income, interest expense and average yields and rates
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, 2021, 2022 and 2023. Average balances are generally based on adaily average. Month-end, quarter-end or half-year-end averages are used for certain average balances where it is
not practicable to obtain applicable daily averages. The average balances determined by such methods are
considered to be representative of the MHFG Group’s operations.
2021
2022
2023
Interest andInterest andInterest andAverage dividend Average Average dividend Average Average dividend Averagebalance income
yield balance
incomeyield balance
incomeyield(in billions of yen, except percentages)
Assets:Interest-earning assets:
Interest-bearing deposits in other banks:
Domestic . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . .

35,177
8,785

29
15

0.08%
0.17%

35,407
13,70131
26

0.09% 39,586
0.19% 16,626

30
476

0.07%
2.86%

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

43,96244

0.10%

49,10857

0.12% 56,212

506

0.90%

Call loans and funds sold:Domestic . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . .

264
517

—

0.08%
0.38%

2,178
557

—

2

1

(0.01%) 3,367
0.28% 1,019

—
14

0.01%
1.34%

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

781

2

0.28%

2,735

1

0.05%

4,386

14

0.32%

Receivables under resale agreements
and securities borrowing
transactions:
Domestic . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . .

9,868
10,047

4
38

0.04%
0.38%

11,340
8,353

1
35

0.01%
0.43%

8,649
9,049

47
261

0.54%
2.88%

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

19,91542

0.21%

19,69336

0.19% 17,698

308

1.74%

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

6,386
13,243

79
158

1.24%
1.19%

5,781
13,51385
160

1.47% 5,938
1.18% 11,582

96
330

1.61%
2.85%

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

19,629237

1.21%

19,294245

1.27% 17,520

426

2.43%

Investments:
Domestic . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . .

24,617
4,164

68
45

0.27%
1.07%

28,806
4,979

93
54

0.32% 28,172
1.07% 5,191

96
79

0.34%
1.53%

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

28,781113

0.39%

33,785147

0.43% 33,363

175

0.53%

Domestic . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . .

59,11532,355

488
531

0.82%
1.64%

56,69032,295473
485

0.83% 57,462
1.50% 37,035

558
1,402

0.97%
3.79%

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

91,470

1,019

1.11%

88,985958

1.08% 94,497

1,960

2.07%

Total interest-earning assets:
Domestic . . . . . . . . . . . . . . . . . . . . 135,427
Foreign . . . . . . . . . . . . . . . . . . . . . 69,111

668
789

0.49% 140,202
1.14% 73,398

683
761

0.49% 143,174
1.04% 80,502

827
2,562

0.58%
3.18%

Total . . . . . . . . . . . . . . . . . . . . . . . 204,538

1,457

0.71% 213,600

1,444

0.68% 223,676

3,389

1.52%

Loans (1):Noninterest-earning assets:
Cash and due from banks . . . . . . . . . . .
Other noninterest-earning assets (2) . . . .
Allowance for credit losses . . . . . . . . . .

3,490
18,917(623)

Total noninterest-earning assets . . . . . . . .

21,784

20,254

24,582

Total average assets . . . . . . . . . . . . . . . . . . 226,322

233,854248,258

3,401
17,561(708)

2,553
22,769(740)

Notes:(1) Average balances of loans include all nonaccrual loans. The amortized portion of net loan origination fees (costs) is included in interest
income on loans.
(2) The fair value carrying amounts of derivative contracts are reported in Other noninterest-earning assets.

A-2

Within total average assets, the percentage attributable to foreign activities was 34.1%, 34.5% and 36.3%,
respectively, for the fiscal years ended March 31, 2021, 2022 and 2023.

Averagebalance2021
Interest Average Average
expenserate balance

2022
Interest
expenseAverage Averagerate balance

2023
Interest
expenseAveragerate(in billions of yen, except percentages)
Liabilities and equity:
Interest-bearing liabilities:
Deposits:
Domestic . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . .

92,761
31,070

26
134

0.03%
0.43%

95,35031,592

7
69

0.01%
0.22%

96,85437,983

71
990

0.07%
2.61%

Total . . . . . . . . . . . . . . . . . . . . . . . . . . 123,831

160

0.13% 126,942

76

0.06% 134,837

1,061

0.79%

Call money and funds purchased:
Domestic . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . .

1,899
441

—
2

0.01%
0.37%

1,211
503

—
1

0.01%
0.20%

1,602
593

1
16

0.10%
2.65%

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

2,340

2

0.08%

1,714

1

0.06%

2,195

17

0.79%

Payables under repurchase agreements
and securities lending transactions:
Domestic . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . .

5,838
18,583

13
42

0.21%
0.23%

5,975
21,849

6
35

0.10%
0.16%

7,140
20,772

68
603

0.95%
2.90%

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

24,42155

0.22%

27,82441

0.15%

27,912671

2.40%

Other short-term borrowings (1):Domestic . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . .

7,350
1,258

12
6

0.17%
0.49%

7,100
2,187

2
3

0.03%
0.17%

3,503
1,810

5
55

0.16%
2.98%

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

8,608

18

0.21%

9,287

5

0.06%

5,313

60

1.12%

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

1,574
794

47
6

3.00%
0.70%

2,190
1,069

46
14

2.09%
1.31%

4,277
1,547

56
45

1.32%
2.91%

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

2,368

53

2.22%

3,259

60

1.83%

5,824

101

1.74%

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

9,892
816

175
5

1.77%
0.65%

11,098
1,026

176
15

1.59%
1.41%

12,587
1,270

229
41

1.82%
3.24%

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

10,708180

1.68%

12,124191

1.57%

13,857270

1.95%

Total interest-bearing liabilities:
Domestic . . . . . . . . . . . . . . . . . . . . . . 119,314
Foreign . . . . . . . . . . . . . . . . . . . . . . . . 52,962

273
195

0.23% 122,924
0.37% 58,226

237
137

0.19% 125,963
0.24% 63,975

430
1,750

0.34%
2.73%

Total . . . . . . . . . . . . . . . . . . . . . . . . . . 172,276468

0.27% 181,150374

0.21% 189,938

2,180

1.15%

1,209

0.37%

Noninterest-bearing liabilities (2) . . . . . . . .

45,482Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8,564

9,023

8,599

Total average liabilities and equity . . . . . . 226,322

233,854248,258

Net interest income and average interest
rate spread . . . . . . . . . . . . . . . . . . . . . . .
Net interest income as a percentage of
average total interest-earning assets . . .

43,681

989

0.44%
0.48%

49,721

1,070

0.47%
0.50%

0.54%

Notes:(1) Other short-term borrowings include commercial paper.
(2) The fair value carrying amounts of derivative contracts are reported in Noninterest-bearing liabilities.

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 29.3%, 29.6% and 32.6%,
respectively, for the fiscal years ended March 31, 2021, 2022 and 2023.
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, 2022
compared to the fiscal year ended March 31, 2021 and the fiscal year ended March 31, 2023 compared to thefiscal year ended March 31, 2022. 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, 2022
versusfiscal year ended March 31, 2021
Increase (decrease) due tochanges inNet
VolumeYieldchangeFiscal year ended March 31, 2023
versusfiscal year ended March 31, 2022
Increase (decrease) due tochanges inNet
VolumeYieldchange(in billions of yen)Interest and dividend income:Interest-bearing deposits in other banks:
Domestic . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . .

—
10

2
1

2
11

4
5

(5)
445

(1)
450

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

10

3

13

9

440

449

Call loans and funds sold:Domestic . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . .

—
—

—
(1)

—
(1)

—
1

—
12

—
13

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

—

(1)

(1)

1

12

13

Receivables under resale agreements andsecurities borrowing transactions:
Domestic . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . .

—
(7)

(3)
4

(3)
(3)

—
3

46
223

46
226

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

(7)

1

(6)

3

269

272

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

(7)
3

13
(1)

6
2

2
(22)

9
192

11
170

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

(4)

12

8

(20)

201

181

Investments:
Domestic . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . .

12
9

13
—

25
9

(2)
2

5
23

3
25

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

21

13

34

—

28

28

Loans:
Domestic . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . .

(20)
(1)

5
(45)

(15)
(46)

6
71

79
846

85
917

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

(21)

(40)

(61)

77

925

1,002

Total interest and dividend income:Domestic . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . .

(15)
14

30
(42)

15
(28)

10
60

134
1,741

144
1,801

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

(1)

(12)

(13)

70

1,875

1,945

A-4

Fiscal year ended March 31, 2022
versusfiscal year ended March 31, 2021
Increase (decrease) due tochanges inNet
VolumeRatechangeFiscal year ended March 31, 2023
versusfiscal year ended March 31, 2022
Increase (decrease) due tochanges inNet
VolumeRatechange(in billions of yen)Interest expense:
Deposits:
Domestic . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . .

1

(19)
(66)

(19)
(65)

—
14

64
907

64
921

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

1

(85)

(84)

14

971

985

Call money and funds purchased:
Domestic . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . .

—
—

—
(1)

—
(1)

—
—

1
15

1
15

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

—

(1)

(1)

—

16

16

—
5

(7)
(12)

(7)
(7)

1
(1)

61
569

62
568

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

5

(19)

(14)

—

630

630

Other short-term borrowings:
Domestic . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . .

—
2

(10)
(5)

(10)
(3)

—
(1)

3
53

3
52

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

2

(15)

(13)

(1)

56

55

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

13
2

(14)
6

(1)
8

43
6

(33)
25

10
31

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

15

(8)

7

49

(8)

41

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

19
2

(18)
8

1
10

24
3

29
23

53
26

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

21

(10)

11

27

52

79

Total interest expense:
Domestic . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . .

32
12

(68)
(70)

(36)
(58)

68
21

125
1,592

193
1,613

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

44

(138)

(94)

89

1,717

1,806

Net interest income:Domestic . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . .

(47)
2

98
28

51
30

(58)
39

9
149

(49)
188

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

(45)

126

81

(19)

158

139

Payables under repurchase agreements
and securities lending transactions:
Domestic . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . .

—A-5

II. Investment portfolio
The following table shows the book value, contractual maturity and the weighted average yield of
held-to-maturity securities at March 31, 2023. The amortized cost is the basis of the book value for
held-to-maturity securities. The weighted average yield is calculated based on the amortized cost for
held-to-maturity securities and considers the contractual coupon, amortization of premiums and accretion of
discounts and excludes the effects of any related hedging derivatives.
Maturity
After one year After five years
throughthrough
One year or lessfive years
ten years
After ten years
Total
Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield(in billions of yen, except percentages)
Held-to-maturity securities:
Domestic:
Japanese government bonds . . . . . . . . . . .

280

0.77%

190

0.27%

329

0.19%

—

—

799

0.41%

Total domestic . . . . . . . . . . . . . . . . . . . . . .

280

0.77%

190

0.27%

329

0.19%

—

—

799

0.41%

Foreign:
Agency mortgage-backed securities . . . . .

—

—

—

—

—

—

1,251

3.16%

1,251

3.16%

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

—

—

—

—

—

—

1,251

3.16%

1,251

3.16%

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

280

0.77%

190

0.27%

329

0.19%

1,251

3.16%

2,050

2.09%

In addition to held-to-maturity securities, the MHFG Group’s Investments also include available-for-salesecurities, equity securities and other investments. See Note 3 “Investments” to the consolidated financial
statements included elsewhere in this annual report for information regarding available-for-sale securities, equity
securities and other investments.

A-6

III. Loans
Maturities and sensitivities of loans to changes in interest rates
The following table shows the details of the loan portfolio by time remaining until maturity by category at
March 31, 2023:
Maturity
After five years
After one year
throughAfter
One year or
through
fifteen
fifteenlessfive years
years
years
(in billions of yen)Domestic:
Corporate:
Large companies . . . . . . . . . . .
Small and medium-sizedcompanies . . . . . . . . . . . . . .
Retail:Housing Loan . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . .
Sovereign . . . . . . . . . . . . . . . . . . . .
Banks and other financial
institutions . . . . . . . . . . . . . . . . . .

Loans due after
one year

Floating
rates

Fixed
rates

841 43,365 16,967

9,142

Total

17,256

17,037

8,231

1,150

950

696

203

2,999

1,311

538

518
790
1,301

1,720
485
335

3,128
235
191

2,141
38
39

7,507
1,548
1,866

5,881
327
175

1,108
431
390

165

464

13

3

645

478

2

21,18020,991

12,494

16,0701
155

14,191
2
296

2,614
3
27

1,416

1,041

52

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

17,642

15,5302,696

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

38,82236,521

15,190Total domestic . . . . . . . . .
Foreign:
Corporate . . . . . . . . . . . . . . . . . . . . .
Retail . . . . . . . . . . . . . . . . . . . . . . . .
Sovereign . . . . . . . . . . . . . . . . . . . .
Banks and other financial
institutions . . . . . . . . . . . . . . . . . .

A-7

3,265 57,930 25,139 11,611
375 33,250 16,194
3
9
6
—
478
323

986
2
—

—

1,031

62

378 36,246 17,554

1,050

2,509

3,643 94,176 42,693 12,661

IV. Allowance for credit losses on loans
The following table shows the credit ratios of the MHFG Group’s loans, nonaccrual loans and allowance for
credit losses at March 31, 2022 and 2023:(1) Allowance for credit losses to total loans
Ratio ofallowance for
Allowance for
credit losses tocredit losses
Total loans
total loans(in billions of yen, except percentages)

2022
Domestic:
Corporate:
Large companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Small and medium-sized companies . . . . . . . . . . . . . . . . . .
Retail:Housing Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sovereign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . . . . . . . . . . . . . . . . .

544
58

42,044
3,157

1.29%
1.84%

59
15
—
—

7,782
1,707
1,660
682

0.76%
0.83%
—
0.06%

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

676
134

57,03233,259

1.18%
0.40%

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

810

90,291

0.90%

Ratio ofallowance for
Allowance for
credit losses tocredit losses
Total loans
total loans(in billions of yen, except percentages)

2023
Domestic:
Corporate:
Large companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Small and medium-sized companies . . . . . . . . . . . . . . . . . .
Retail:Housing Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sovereign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . . . . . . . . . . . . . . . . .

457
49

43,365
2,999

1.05%
1.64%

51
12
—
1

7,507
1,548
1,866
645

0.69%
0.78%
—
0.13%

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

570
131

57,93036,246

0.98%
0.36%

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

701

94,1760.74%

Ratio of allowance for credit losses to total loans in large companies of corporate under Domestic decreased by
0.24% from 1.29% at March 31, 2022 to 1.05% at March 31, 2023 due mainly to charge-offs of loans to certain
large borrowers.

A-8

(2) Nonaccrual loans to total loans
Ratio ofnonaccrual
Nonaccrualloans to total
loans
Total loans
loans(in billions of yen, except percentages)

2022
Domestic:
Corporate:
Large companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Small and medium-sized companies . . . . . . . . . . . . . . . . . .
Retail:Housing Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sovereign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . . . . . . . . . . . . . . . . .

800
140

42,044
3,157

1.90%
4.45%

49
62
—
—

7,782
1,707
1,660
682

0.63%
3.62%
—
—

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

1,051
117

57,03233,259

1.84%
0.35%

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

1,168

90,291

1.29%

Ratio ofnonaccrual
Nonaccrualloans to total
loans
Total loans
loans(in billions of yen, except percentages)

2023
Domestic:
Corporate:
Large companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Small and medium-sized companies . . . . . . . . . . . . . . . . . .
Retail:Housing Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sovereign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . . . . . . . . . . . . . . . . .

980
122

43,365
2,999

2.26%
4.05%

39
55
—
—

7,507
1,548
1,866
645

0.52%
3.58%
—
—

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

1,196
136

57,93036,246

2.06%
0.38%

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

1,332

94,176

1.41%

Ratio of nonaccrual loans to total loans in large companies of corporate under Domestic increased by 0.36% from
1.90% at March 31, 2022 to 2.26% at March 31, 2023 due mainly to the deterioration of credit status of certain
large borrowers.

A-9

(3) Allowance for credit losses to nonaccrual loans
Ratio ofallowance for
credit losses
Allowance forNonaccrual
to nonaccrual
credit losses
loans
loans
(in billions of yen, except percentages)

2022
Domestic:
Corporate:
Large companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Small and medium-sized companies . . . . . . . . . . . . . . . . . .
Retail:Housing Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sovereign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . . . . . . . . . . . . . . . . .

544
58

800
140

67.98%
41.23%

59
15
—
—

49
62
—
—

120.32%23.01%——

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

676
134

1,051
117

64.25%
114.92%

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

810

1,168

69.33%

Ratio ofallowance for
credit losses toAllowance forNonaccrual
nonaccrual
credit losses
loans
loans
(in billions of yen, except percentages)

2023
Domestic:
Corporate:
Large companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Small and medium-sized companies . . . . . . . . . . . . . . . . . .
Retail:Housing Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sovereign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . . . . . . . . . . . . . . . . .

457
49

980
122

46.62%
40.39%

51
12
—
1

39
55
—
—

132.62%21.72%——

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

570
131

1,196
136

47.70%
95.92%

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

701

1,332

52.63%

Ratio of allowance for credit losses to nonaccrual loans in large companies of corporate under Domestic
decreased by 21.36% from 67.98% at March 31, 2022 to 46.62% at March 31, 2023 due mainly to charge-offs ofloans to certain large borrowers.

A-10

The following table shows ratio of net charge-offs to average loans at March 31, 2022 and 2023:
Ratio of net
charge-offs
to average
Average loans Net charge-offs
loans(in billions of yen, except percentages)

2022
Domestic:
Corporate:
Large companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Small and medium-sized companies . . . . . . . . . . . . . . . . . .
Retail:Housing Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sovereign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . . . . . . . . . . . . . . . . .

42,043
3,219

22
3

0.05%
0.09%

7,893
1,797
1,908
717

1
2
—
—

0.02%
0.10%
—
—

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

57,577
31,109

28
13

0.05%
0.04%

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

88,68641

0.05%

Ratio of net
charge-offs
to average
Average loans Net charge-offs
loans(in billions of yen, except percentages)

2023
Domestic:
Corporate:
Large companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Small and medium-sized companies . . . . . . . . . . . . . . . . . .
Retail:Housing Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sovereign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . . . . . . . . . . . . . . . . .

42,778
3,071

147
—

0.34%
—

7,643
1,628
1,781
700

2
3
—
—

0.02%
0.19%
—
—

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

57,601
36,666

152
65

0.26%
0.18%

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

94,267

217

0.23%

A-11

The following table shows an allocation of the MHFG Group’s allowance for credit losses and the percentage ofloans in each category to total loans at March 31, 2022 and 2023:
2022
2023
% of loans in% of loans ineach category
each category
Amount to total loans Amount to total loans(in billions of yen, except percentages)

Domestic:
Corporate:
Large companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Small and medium-sized companies . . . . . . . . . . . . . . . .
Retail:Housing Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sovereign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . . . . . . . . . . . . . . .

544
58

46.56%
3.50%

457
49

46.05%
3.19%

59
15
—
—

8.62%
1.89%
1.84%
0.76%

51
12
—
1

7.97%
1.64%
1.98%
0.68%

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

676
134

63.17%
36.83%

570
131

61.51%
38.49%

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

810

100.00%701

100.00%A-12

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, 2021, 2022 and 2023:
2021
2022
2023
Average
Average
Average
Average
Average
Averageamountrate
amountrate
amountrate(in billions of yen, except percentages)

Domestic offices:
Noninterest-bearing demand deposits . . . . . . . .
Interest-bearing demand deposits . . . . . . . . . . . .
Time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certificates of deposit . . . . . . . . . . . . . . . . . . . .

26,60462,73919,837
10,185

—
—
0.12%
0.01%

26,071
63,627
17,98913,734

—
—
0.03%
—

27,20565,641
18,64012,573

—
0.04%
0.24%
—

Foreign offices:
Noninterest-bearing demand deposits . . . . . . . .
Interest-bearing deposits, principally time
deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certificates of deposit . . . . . . . . . . . . . . . . . . . .

2,112

—

2,741

—

2,838

—

24,573
6,497

0.44%
0.41%

24,669
6,923

0.23%
0.20%

30,466
7,517

2.55%
2.82%

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

152,547

0.11% 155,754

0.05% 164,880

0.64%

The total amounts of deposits by foreign depositors in domestic offices at March 31, 2021, 2022 and 2023 were
¥1,298 billion, ¥1,581 billion and ¥1,419 billion, respectively.
The estimated amounts of uninsured deposits at March 31, 2022 and 2023 were ¥116,886 billion and¥126,067 billion, respectively. The uninsured deposits refer to the amounts of deposit accounts under certain
categories that are not covered by the relevant insurance regimes and the aggregate amounts of the uninsured
deposit accounts that exceed the respective limit of the insurance regime in each local jurisdiction. In Japan,
categories such as deposits denominated in foreign currency and certificates of deposits are uninsured, and theinsurance limit per client is ¥10 million. At March 31, 2023, the estimated amounts and remaining maturities ofuninsured time deposits and certificates of deposit are shown in the following table:Timedeposits

Certificates ofdepositTotal(in billions of yen)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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7,731
2,266
3,127
853

5,024
712
321
175

12,755
2,978
3,448
1,028

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

13,977

6,232

20,209Foreign offices:
Due in three months or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,072
Due after three months through six months . . . . . . . . . . . . . . . . . . . . . . . . . .
2,560
Due after six months through twelve months . . . . . . . . . . . . . . . . . . . . . . . .
805
Due after twelve months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
66

5,372
1,204
609
371

24,444
3,764
1,414
437

Total(Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

22,503

7,556

30,059Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

36,48013,78850,268

Note: The estimated amount that exceeded the Federal Deposit Insurance Corporation insurance limit in the United States was ¥606 billion asof March 31, 2023.

A-13

MIZUHO FINANCIAL GROUP, INC.
Index to Consolidated Financial Statements
Page

Consolidated Financial Statements of Mizuho Financial Group, Inc. and Subsidiaries
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 789) . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets as of March 31, 2022 and 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Income for the fiscal years ended March 31, 2021, 2022 and 2023 . . . . . .
Consolidated Statements of Comprehensive Income for the fiscal years ended March 31, 2021, 2022
and 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Equity for the fiscal years ended March 31, 2021, 2022 and 2023 . . . . . .
Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2021, 2022 and 2023 . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-1

F-2
F-8
F-10
F-11
F-12
F-13
F-15

Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors ofMizuho Financial Group, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Mizuho Financial Group, Inc. and subsidiaries(the “Company”) as of March 31, 2023 and 2022, the related consolidated statements of income, comprehensive
income, equity and cash flows for each of the three years in the period ended March 31, 2023, and the related
notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated
financial statements present fairly, in all material respects, the financial position of the Company at March 31,
2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended
March 31, 2023, 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) (PCAOB), the Company’s internal control over financial reporting as of March 31, 2023, basedon criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework) and our report dated June 28, 2023 expressed an
unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express
an opinion on the Company’s financial statements based on our audits. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we planand perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks ofmaterial misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts anddisclosures in the financial statements. Our audits also included evaluating the accounting principles used andsignificant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial
statements that were communicated or required to be communicated to the audit committee and that: (1) relate toaccounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective or complex judgments. The communication of critical audit matters does not alter in any way our
opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical
audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures towhich they relate.

F-2

Allowance for Credit Losses
Description of the Matter

The Company’s loan portfolio and the associated allowance for credit losses (ACL)
for the loan portfolio, were JPY 94,176 billion and JPY 701 billion as of March 31,
2023, respectively. As discussed in Notes 1 and 5 to the consolidated financial
statements, the allowance for credit losses involves significant judgments on several
matters including expectations of future economic conditions, assignment of obligor
ratings, valuation of collateral, and the consideration of qualitative adjustments.
When determining expected credit losses, a single forward-looking macroeconomic
scenario is considered over a reasonable and supportable forecast period. In terms of
the internal risk ratings, for the corporate portfolio segment, the credit quality
review process and the credit rating process serve as the basis for determining theallowance for credit losses on loans. Through such processes loans are categorized
into groups to reflect the probability of default (PD), whereby the Company’s
management assesses the ability of borrowers to service their debt, taking into
consideration current financial information, ability to generate cash, historical
payment experience, analysis of relevant industry segments and current trends. For
the retail portfolio segment, the different categories of past due status of loans areprimarily utilized in the credit quality review and the credit rating processes as thebasis for determining the allowance for credit losses on loans. The quantitative
calculation covers expected credit losses over an instrument’s expected life and isestimated by applying credit loss factors to the Company’s estimated exposure atdefault (EAD). The credit loss factors incorporate the PD as well as the loss given
default (LGD) based on the historical loss rates. To supplement the historical loss
data for overseas obligors, external credit ratings such as S&P are also used to
calculate the PD.
The Company’s methodology for determining ACL on loans also considers theimprecision inherent in the methodologies used. As a result, the amounts
determined under the methodologies described above are adjusted by management
to consider the potential impact of other qualitative factors which include, but are
not limited to, imprecision in macroeconomic scenario assumptions and emerging
risks related to changes in the environment that are affecting specific portfolio
segments including segments impacted by the Russia-Ukraine situation.
Considering internal and external factors affecting the credit quality of the portfolio,
the Company incorporated the estimated impact of the Russia-Ukraine situation,
elevated global inflation and other factors contributing to economic uncertainty into
the macroeconomic scenario by using assumptions such as the future outlook of thebusiness environment for specific portfolio segments and the current forecast for thegrowth rate of gross domestic product. The Company incorporated the estimatedimpact of the Russia-Ukraine situation by considering the country risk arising fromthe continued sanctions against Russia and the downgrading of their credit rating.
Auditing management’s ACL estimate is challenging due to the models used toestimate the PD, LGD and EAD which incorporate a forward-looking
macroeconomic scenario and due to the subjective nature of the qualitative factors
which require auditor judgment. Therefore, specialists who have experience in theindustry are necessary.

How We Addressed the
Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating
effectiveness of the controls over the Company’s process for establishing the ACL,
including management’s controls over (i) selection and implementation of theforward-looking macroeconomic scenario used in determining PD, LGD and EAD,
(ii) expected loss models and methodologies used in quantitative calculations,F-3

including model validation, (iii) completeness and accuracy of key inputs andassumptions used in quantitative calculations and (iv) adjustments to reflect
management’s consideration of qualitative factors.
With the support of our specialists, we assessed the macroeconomic scenario by,among other procedures, evaluating management’s methodology and agreeing asample of key economic factors used to external sources. We also performed andconsidered the results of various sensitivity analyses and analytical procedures,
including comparison of a sample of the key economic factors to external sources
different than the Company’s, historical statistics and peer bank information.
With respect to expected loss models, with the support of our specialists, weevaluated model design and re-performed the calculation for a sample of models.
We also tested the appropriateness of key inputs and assumptions used in thesemodels by agreeing a sample of inputs to internal and external sources, including
historical loss statistics.
Regarding management’s qualitative adjustments to the quantitative calculation,with support of our specialists, we evaluated the macroeconomic factors andemerging risks related to changes in the environment impacting specific industries
within the corporate and retail portfolio segments. We also evaluated and tested
internal and external data used in the qualitative adjustments by agreeing significant
inputs and underlying data to internal and external sources, when available, that
corroborated or contradicted management’s assumptions used in the qualitative
adjustments.
We evaluated the overall ACL amount, including model estimates and qualitative
adjustments to the quantitative calculation, and whether the ACL appropriatelyreflects expected credit losses on the loan portfolio. We reviewed peer-bankinformation, subsequent events and transactions including changes to the obligor
ratings and other credit trends and considered whether they corroborate orcontradict the Company’s measurement of the ACL.
Valuation of Certain Level 3 Financial Instruments
Description of the Matter

As described in Notes 1 and 26 to the consolidated financial statements, theCompany carries various types of over-the-counter derivatives (equity related
contracts, interest rate contracts, foreign exchange contracts, and credit-related
contracts) and long-term debt instruments with embedded derivatives measured atfair value. The Company carried JPY 129 billion, JPY 90 billion and JPY
836 billion of derivative assets, derivative liabilities and long-term debt withembedded derivatives measured at fair value as of March 31, 2023, respectively.
These financial instruments are classified within Level 3 of the fair value hierarchy,
which is defined as having unobservable inputs that are supported by little or nomarket activity and that are significant to the fair value of the assets or liabilities.
Management utilizes internally developed valuation models and unobservable
inputs to value certain level 3 financial instruments. The significant unobservable
inputs used by management to value these financial instruments include correlationand volatility.
Auditing management’s valuation of certain level 3 financial instruments ischallenging because the determination of certain valuation models and significant
unobservable inputs requires significant judgment and effort in performing
procedures related to valuing these instruments.

F-4

How We Addressed the
Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating
effectiveness of the controls over the Company’s derivatives and long-term debt fairvalue measurement processes. The controls tested included, but were not limited to,controls over significant unobservable inputs in the fair value measurements andcontrols over the appropriateness of the valuation models.
Our audit procedures included, among others, evaluating the valuation techniques
used, testing certain significant unobservable inputs used, comparing theCompany’s valuation inputs to independent, third-party market information, whenavailable, developing an independent estimate of fair value for a sample of thesefinancial instruments and comparing management’s estimate to the independently
developed estimate of fair value. We involved our specialists to evaluate certain
significant unobservable inputs, the valuation models and to perform a valuation ofa sample of these financial instruments independent from the Company’s estimateof fair value.

/s/ Ernst & Young ShinNihon LLC
We have served as the Company’s auditor for SEC reporting purposes since 2006, and as its Japanese statutory
auditor since 2000, which included the years we served as joint auditors.
Tokyo, Japan
June 28, 2023

F-5

Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors ofMizuho Financial Group, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Mizuho Financial Group, Inc. and subsidiaries’ internal control over financial reporting as ofMarch 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by theCommittee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In
our opinion, Mizuho Financial Group, Inc. and subsidiaries (the Company) maintained, in all material respects,
effective internal control over financial reporting as of March 31, 2023, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board(United States) (PCAOB), the consolidated balance sheets of the Company as of March 31, 2023 and 2022, therelated consolidated statements of income, comprehensive income, equity and cash flows for each of the three
years in the period ended March 31, 2023, and the related notes and our report dated June 28, 2023 expressed an
unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting andfor 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 are a public
accounting firm registered with the PCAOB and are required to be independent with respect to the Company inaccordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities andExchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we planand 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 thata material weakness exists, testing and evaluating the design and operating effectiveness of internal control basedon the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
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.

F-6

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.
/s/ Ernst & Young ShinNihon LLC
Tokyo, Japan
June 28, 2023

F-7

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETSMARCH 31, 2022 AND 2023
2022
2023
(in millions of yen)
Assets: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 (including assets pledged that secured parties are permitted to sell or repledgeof ¥4,639,282 million in 2022 and ¥7,355,733 million in 2023) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments (Note 3):
Available-for-sale securities (including assets pledged that secured parties are permitted to sellor repledge of ¥1,120,839 million in 2022 and ¥2,466,444 million in 2023), net ofallowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Held-to-maturity securities (including assets pledged that secured parties are permitted to sell or
repledge of ¥1,019,391 million in 2022 and ¥1,594,501 million in 2023) . . . . . . . . . . . . . . . . .
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans (Notes 4 and 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Allowance for credit losses on loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,290,377
49,883,912
1,102,296
12,751,085
2,338,796

2,241,929
65,750,366
1,647,472
11,695,014
1,891,576

24,652,067

29,641,038

31,673,890

23,233,769

1,519,055
3,572,908
582,388
90,290,583(809,817)

2,050,107
3,691,870
667,201
94,175,757(700,959)

Loans, net of allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Premises and equipment—net (Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due from customers on acceptances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill (Note 7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets (Note 7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets (Note 12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

89,480,766
1,704,067
271,877
322,025
92,69547,939277,319
8,987,242

93,474,798
1,653,888
405,742
510,791
92,92844,681
386,592
9,700,960

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

231,550,704

248,780,722

The following table presents the assets of consolidated variable interest entities (“VIE”s), which are included in
the consolidated balance sheets above. The assets in the table below can be used only to settle obligations ofconsolidated VIEs.
2022
2023
(in millions of yen)
Assets of consolidated VIEs:
Cash and due from banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest-bearing deposits in other banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Call loans and funds sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans, net of allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
All other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,24371,573
162,578
2,222,902
238,624
8,347,880
529,178

1,941
155,551
260,9972,614,888
233,348
8,381,183
505,636

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

11,574,97812,153,544

See the accompanying Notes to the Consolidated Financial Statements.
F-8

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS—(Continued)
MARCH 31, 2022 AND 2023
2022
2023
(in millions of yen)
Liabilities and equity:
Deposits:
Domestic:
Noninterest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign:
Noninterest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due to trust accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Call money and funds purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payables under repurchase agreements (Note 28) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payables under securities lending transactions (Note 28) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other short-term borrowings (Note 11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bank acceptances outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt (including liabilities accounted for at fair value of ¥ 2,756,062 million in 2022, and¥2,680,164 million in 2023) (Notes 11 and 26) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities (Note 12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

32,844,872
91,425,213

33,136,655
92,625,324

2,500,823
30,407,376
390,247
1,278,051
20,069,566
1,360,743
7,566,771
14,859,383
271,877
62,69729,033203,383

3,042,821
36,130,825
749,382
1,814,874
25,737,154
886,391
3,397,329
19,362,943
405,742
88,27725,424
442,729

12,578,216
6,260,222

14,893,023
6,316,695

222,108,473

239,055,588

5,816,834
2,665,608
440,112

5,832,729
2,442,153
649,395

Commitments and contingencies (Note 22)
Equity:MHFG shareholders’ equity:
Common stock (Note 14)—no par value, authorized 4,800,000,000 shares, and issued
2,539,249,894 shares at March 31, 2022 and 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income (loss), net of tax (Note 16) . . . . . . . . . . . . . . . . .
Less: Treasury stock, at cost—Common stock 4,659,024 shares at March 31, 2022, and
5,027,306 shares at March 31, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(8,342)(8,786)

Total MHFG shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8,914,212
528,019

8,915,491
809,643

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9,442,231

9,725,134

Total liabilities and equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

231,550,704

248,780,722

The following table presents the liabilities of consolidated VIEs, which are included in the consolidated balance
sheets above. The creditors or investors of the consolidated VIEs have no recourse to the MHFG Group, except
where the Group provides credit enhancement through guarantees or other means.
2022
2023
(in millions of yen)
Liabilities of consolidated VIEs:
Payables under securities lending transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
All other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

51,75253,66851,019
1,024,067
1,041,938

128,548
187,852
64,7081,164,719
1,057,384

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,222,444

2,603,211

See the accompanying Notes to the Consolidated Financial Statements.
F-9

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF INCOME
FOR THE FISCAL YEARS ENDED MARCH 31, 2021, 2022 AND 2023
2021

2022

2023

(in millions of yen)Interest and dividend income:Loans, including fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments:
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Call loans and funds sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables under resale agreements and securities borrowing transactions . . . .
Deposits in other banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,018,766

957,579

1,960,377

55,482
56,847
236,620
2,186
42,35044,30563,05083,589245,146
1,377
36,47956,721

78,953
96,237426,117
13,877
307,744505,486

Total interest and dividend income . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,456,556

1,443,941

3,388,791

Interest expense:
Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Call money and funds purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payables under repurchase agreements and securities lending transactions . . . . .
Other short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

160,315
52,682
1,829
54,655
18,432
180,026

76,292
59,7391,093
40,672
5,623
190,713

1,061,014
101,311
17,308671,006
59,314
270,111

Total interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

467,939

374,132

2,180,064

Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision (credit) for credit losses (Note 3 and 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

988,617
112,776

1,069,809
214,408

1,208,727
93,753

Net interest income after provision (credit) for credit losses . . . . . . . . . . . . . . . . . . . .

875,841

855,401

1,114,974

Noninterest income (Note 24):
Fee and commission income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange gains (losses)—net (Note 25) . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account gains (losses)—net (Note 25) . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment gains (losses)—net:
Debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity in earnings (losses) of equity method investees—net . . . . . . . . . . . . . . . .
Gains on disposal of premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other noninterest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

912,684
89,267
120,596

980,000
91,611(491,947)

984,345
189,526(603,910)(22,032)
850,567
31,027
7,125
52,086(14,777)(60,563)
34,587
9,943
120,936

5,167
135,601(26,999)
4,920
199,453

Total noninterest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,041,320

669,790888,103

Noninterest expenses:
Salaries and employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Occupancy expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fee and commission expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision (credit) for credit losses on off-balance-sheet instruments . . . . . . . . . .
Other noninterest expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

685,692
623,732
206,470
190,489
18,007
164,007669,474
611,326
201,987
203,957(14,819)
95,754

694,027
692,879
164,603202,347
6,581
173,470

Total noninterest expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,888,397

1,767,679

1,933,907

Income (loss) before income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense (benefit) (Note 19) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,028,764
210,716(242,488)(141,017)

69,17035,142

Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Net income attributable to noncontrolling interests . . . . . . . . . . . . . . . . . .

818,048236,283(101,471)
3,251

34,02848,037

Net income (loss) attributable to MHFG shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

581,765(104,722)(14,009)

Earnings per common share (Note 18):
Basic net income (loss) per common share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

229.27(in yen)(41.28)(5.52)

Diluted net income (loss) per common share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

229.26(41.28)(5.52)

Dividends per common share:
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

75.00

80.00

85.00

See the accompanying Notes to the Consolidated Financial Statements.

F-10

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE FISCAL YEARS ENDED MARCH 31, 2021, 2022 AND 2023
2021

2022

2023

(in millions of yen)

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

818,048(101,471)

34,028Other comprehensive income (loss), net of tax:
Net unrealized gains (losses) on available-for-sale securities, netof tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustments, net of tax . . . . . . . . . . . .
Defined benefit plan adjustments, net of tax . . . . . . . . . . . . . . . . . .
Own credit risk adjustments, net of tax . . . . . . . . . . . . . . . . . . . . . .

11,534
22,695
328,066(35,187)(17,020)
185,298(41,385)(300)(7,828)135,849
68,223
13,443

Total other comprehensive income, net of tax . . . . . . . . . . . . . . . . .

327,108

126,593

209,687

Total comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Total comprehensive income attributable to noncontrollinginterests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,145,156

25,122

243,715

235,7847,846

48,442

Total comprehensive income attributable to MHFG shareholders . . . . .

909,372

17,276

195,273

Note: The amounts that have been reclassified out of Accumulated other comprehensive income (loss), net of tax into net
income are presented in Note 16 “Accumulated other comprehensive income (loss), net of tax.”

See the accompanying Notes to the Consolidated Financial Statements.
F-11

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF EQUITY
FOR THE FISCAL YEARS ENDED MARCH 31, 2021, 2022 AND 2023
2021

2022

2023

(in millions of yen)

Common stock:
Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Performance-based stock compensation program . . . . . . . . . . . . . . . . . . .
Change in ownership interests in consolidated subsidiaries . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5,827,500
(110)
(527)
—

5,826,863(69)(9,960)—5,816,834(256)
16,271(120)

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

5,826,863

5,816,834

5,832,729

2,700,774(124,636)(2)2,576,138
581,765(190,418)(100)

2,967,385—
2,967,385(104,722)(196,746)(309)

2,665,608—
2,665,608(14,009)(209,432)(14)

2,967,385

2,665,608

2,442,153

Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change during year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(9,494)
327,608

318,114
121,998

440,112209,283

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

318,114440,112649,395

Treasury stock, at cost:
Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Disposal of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(6,415)(2,545)
1,836(7,124)(2,870)1,652(8,342)(2,315)
1,871

Retained earnings:
Balance at beginning of fiscal year, previously reported . . . . . . . . . . . . . .
Cumulative effect of change in accounting principles, net of tax . . . . . . .
Balance at beginning of fiscal year, adjusted . . . . . . . . . . . . . . . . . . . . . . .
Net income (loss) attributable to MHFG shareholders . . . . . . . . . . . . . . .
Dividends declared . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income (loss), net of tax (Note 16)(1):

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

(7,124)(8,342)(8,786)

Total MHFG shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9,105,238

8,914,212

8,915,491

Noncontrolling interests:
Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transactions between the MHFG Group and the noncontrolling interest
shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid to noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to noncontrolling interests . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

663,259

582,919

528,019(300,371)(15,753)
236,283(499)(44,651)(18,095)
3,251
4,595

254,914(21,732)
48,037405

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

582,919

528,019809,643

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9,688,157

9,442,231

9,725,134

Notes:(1) The amounts that have been reclassified out of Accumulated other comprehensive income (loss), net of tax
into net income are presented in Note 16 “Accumulated other comprehensive income (loss), net of tax.”(2) These amounts resulted from the adoption of ASU No.2016-13, “Financial Instruments—Credit Losses(Topic 326)—Measurement of Credit Losses on Financial Instruments” and subsequent amendments. See
Note 1 “Basis of presentation and summary of significant accounting policies” for further details.

See the accompanying Notes to the Consolidated Financial Statements.
F-12

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE FISCAL YEARS ENDED MARCH 31, 2021, 2022 AND 2023
2021

Cash flows from operating activities:
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Net income attributable to noncontrolling interests . . . . . . . . . . . . .
Net income (loss) attributable to MHFG shareholders . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income to net cash provided by (used in)operating activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision (credit) for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment losses (gains)—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity in losses (earnings) of equity method investees—net . . . . . . . . . . . . . .
Foreign exchange losses (gains)—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . .
Cash flows from investing activities:
Proceeds from sales of Available-for-sale securities . . . . . . . . . . . . . . . . . . . . .
Proceeds from sales of Equity securities (Note) . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from maturities of Available-for-sale securities . . . . . . . . . . . . . . . .
Proceeds from maturities of Held-to-maturity securities . . . . . . . . . . . . . . . . . .
Purchases of Available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of Held-to-maturity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of Equity securities (Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sales of loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sales of investments in subsidiaries (affecting the scope of
consolidation) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of investments in subsidiaries (affecting the scope of
consolidation) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by (used in) investing activities . . . . . . . . . . . . . . . . . .
Cash flows from financing activities:
Net change in deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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 other short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from issuance of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayment of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments to noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sales of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of treasury stock of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid to noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by financing activities . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of exchange rate changes on cash and cash equivalents . . . . . . . . . . . . . . . . .
Net increase in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2022(in millions of yen)

818,048236,283
581,765(101,471)
3,251(104,722)

34,02848,037(14,009)

231,677
112,776(828,535)(31,027)
207,400
50,701
1,567,897(1,984,509)
30,2508,052(72,850)
595,159
468,756

228,397
214,408
75,340(34,587)
517,989(255,365)
2,386,304
3,634,056(126,804)
4,680
2,783
(1,044,392)
5,498,087

238,997
93,753(140,768)
26,999439,767(143,842)(4,031,782)
4,235,704(72,356)(179,772)
259,428
294,794
1,006,913

28,041,466
3,089,202
31,521,663
116,060(69,491,642)(134,660)(2,979,434)
1,847,102(1,502,445)

36,330,397
2,526,075
39,008,678
178,955(80,478,884)(714,794)(2,208,196)
2,046,573(1,397,302)

35,864,487
930,586
39,537,476
227,711(68,223,956)(677,508)(914,215)
492,933(2,615,468)

6,906,483
13,664(211,495)(147,806)
18,720(136,238)

1,790,227
9,813(185,583)

218,259

50,6992,872(47,515)(2,613,292)(93,005)(5,016,128)(48,887)
6,190,488

4,394,481

3,589,567

5,834,904(962,754)
131,056
4,085,165
2,568,730(1,511,050)
236,868(37,928)854(1,849)(5,414)(190,498)(15,753)
8,691,908
235,610
6,782,982
41,951,114
48,734,096

9,268
9,454
(1,711,421)
3,004,293(2,715,054)
101,755(80,493)874(1,927)—(196,783)(18,095)
1,991,438
966,796
3,440,193
48,734,096
52,174,289

4,444,768
359,135(4,338,379)
4,701,954(2,985,756)
36,924(58,811)
1,615(2,314)—(209,457)(21,732)
7,762,851
857,754
15,818,006
52,174,289
67,992,295

See the accompanying Notes to the Consolidated Financial Statements.
F-13

2023

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)
FOR THE FISCAL YEARS ENDED MARCH 31, 2021, 2022 AND 2023
2021

2022

2023

(in millions of yen)Supplemental disclosure of cash flow information:
Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncash investing activities:
Transfer of loans into loans held-for-sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

497,422
216,996

274,530
164,4082,030,281
133,370

20,335

15,9162,089

Note: Proceeds from sales of Equity securities as well as Purchases of Equity securities include cash activity
related to Other investments, the amounts of which are not significant.

See the accompanying Notes to the Consolidated Financial Statements.
F-14

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 is a holding company for Mizuho Bank, Ltd. (“MHBK”), Mizuho Trust & Banking Co., Ltd.
(“MHTB”), Mizuho Securities Co., Ltd. (“MHSC”), Asset Management One Co., Ltd. (“Asset ManagementOne”), and other subsidiaries. MHFG, through its subsidiaries (“the MHFG Group,” or “the Group”), provides
domestic and international financial services in Japan and other countries. For a discussion of the Group’s
segment information, see Note 30 “Business segment information.”
MHFG and its domestic subsidiaries as well as its foreign subsidiaries maintain their accounting records inaccordance with the accounting standards of Japan and those standards of the countries in which they are
domiciled. Certain adjustments and reclassifications have been incorporated in the accompanying consolidated
financial statements to conform them to the accounting principles generally accepted in the United States ofAmerica (“U.S. GAAP”). The consolidated financial statements are stated in Japanese yen, the currency of thecountry in which MHFG is incorporated and principally operates.
The accompanying consolidated financial statements include the accounts of MHFG and its subsidiaries.
MHFG’s fiscal year ends on March 31. MHFG’s subsidiaries fiscal year end is determined by each subsidiary. If
the fiscal year end of a subsidiary has more than three months discrepancy from the MHFG’s fiscal year end, thesubsidiary executes provisional financial closing. For those subsidiaries where the fiscal year end is not on
March 31 and where the subsidiaries do not execute provisional financial close, the effect on the MHFG Group’s
consolidated financial statements of all material events through the date of each of the periods presented in the
consolidated financial statements has been considered for adjustment and/or disclosure. When determining
whether to consolidate investee entities, the MHFG Group performs an analysis of the facts and circumstances ofthe particular relationships between the MHFG Group and the investee entities as well as the ownership of voting
shares. The consolidated financial statements also include the accounts of VIEs for which MHFG or its
subsidiaries have been determined to be the primary beneficiary in accordance with the Financial AccountingStandards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, “Consolidation” (“ASC 810”). All
significant intercompany transactions and balances have been eliminated upon consolidation. The MHFG Groupaccounts for investments in entities over which it has significant influence by 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 Equity in earnings (losses) of equity method investees—net.
Certain comparative amounts for the prior period have been reclassified in order to conform to the current
period’s presentation.
Use of estimates
The preparation of the 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 credit losses, valuation of loans held-for-sale, valuation of deferred tax assets, valuation ofderivative financial instruments, valuation of investments, valuation of certain long-term debt where the fairvalue option has been elected, valuation of pension and other employee benefits, and impairment of long-lived
assets. During times of geopolitical unrest such as the situation in Russia and Ukraine and economic uncertainty
such as elevated global inflation, estimates become more sensitive and it is reasonably possible that actual results
could differ from estimates and assumptions made.
F-15

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Definition of cash and cash equivalents
For purposes of the consolidated statements of cash flows, Cash and cash equivalents consists of Cash and duefrom banks and Interest-bearing deposits in other banks. Cash deposited with central banks that must be
maintained to meet minimum regulatory requirements is classified as restricted cash and included in Cash andcash equivalents. See Note 8 “Pledged assets and collateral” for more information on restricted cash.
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 expenses are translated using the average rate of eachfunctional currency for the period.
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 (“AOCI”). The tax
effects of gains and losses related to the 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 of domestic and overseas entities denominated in foreign currencies are remeasured into thefunctional currency of the respective entity at the fiscal year-end foreign exchange rates, and gains and losses
resulting from such remeasurement are included in Foreign exchange gains (losses)—net. Foreign currency
denominated income and expenses are remeasured using the average exchange rates for the period.
Call loans and call money
Call loans and call money represent lending/borrowing, primarily through the Japanese short-term money
market, to/from other 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 ASC 860,
“Transfers and Servicing” (“ASC 860”).
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 in respect of such collateral are presented in Note 8 “Pledged assets andcollateral.” With respect to repurchase agreements, securities lending, and certain derivative transactions,counterparties may have the right to sell or repledge securities that the MHFG Group has pledged as collateral.
The MHFG Group separately discloses these 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 regular basis, and additional collateral is obtained from orreturned to counterparties, as appropriate.
F-16

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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 recorded on the trade date. Trading securities andtrading securities sold, not yet purchased, are recorded at fair value in the consolidated balance sheets in Trading
account assets and Trading account liabilities with realized and unrealized gains and losses recorded on a tradedate basis in Trading account gains (losses)—net in the consolidated statements of income. Interest and dividends
on trading securities, including securities sold, not yet purchased, are recorded in Interest and dividend income orInterest expense on an accrual basis.
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, other than those classified as trading securities, are classified as Available-for-sale securities, and are
carried at fair value, with unrealized gains and losses reported in AOCI after any applicable allowance for credit
losses. Equity securities that do not meet the classification of trading securities are measured at fair value withunrealized gains and losses reported in Investment gains (losses)—net Equity securities.
At the end of each reporting period the MHFG Group performs a review to identify impaired available-for-salesecurities in accordance with ASC 326, “Financial Instruments—Credit Losses” (“ASC 326”). See allowance andprovision (credit) for credit losses on available-for-sale securities in this Note for further detail. Interest anddividends, as well as amortization of premiums and accretion of discounts, are reported in Interest and dividend
income. Amortization of premiums and accretion of discounts on debt securities are recognized over theirremaining maturities 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 arerecorded on the trade date.
Other investments include marketable and non-marketable equity securities accounted for using the equity
method and marketable and non-marketable investments held by consolidated investment companies carried atfair value under specialized industry accounting principles for investment companies.
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, foreign currency, equity, commodity 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 values of derivatives in a gain position and a 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
ASC 815, “Derivatives and Hedging” (“ASC 815”). To be eligible for hedge accounting, derivative instruments
F-17

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
must be highly effective in achieving offsetting changes in fair values or variable cash flows of the hedged items
attributable to the particular risk being hedged. All qualifying hedging derivatives are valued at fair value andincluded in Trading account assets or Trading account liabilities. Derivatives that do not qualify for hedge
accounting under ASC 815 are treated as trading positions and are accounted for as such. The fair value amounts
recognized for all derivatives are presented on a gross basis and not offset against the amounts recognized for theright to reclaim cash collateral or the obligation to return cash collateral under the master netting agreement withthe same counterparty.
The fair values of derivative financial instruments are determined based on quoted market prices or broker-dealer
quotes, if available. If not available, the fair values are estimated using quoted market prices for similar
instruments, option or binomial pricing models or a present value cash flow analysis, utilizing current observable
market information, where available. In determining the fair values, the Group considers various factors such as
exchange or over-the-counter market quotes, time value of money and volatility factors for options and warrants,
observed prices for similar or synthetic instruments, and counterparty credit quality including potential exposure.
Changes in the fair values of all derivatives are recorded in earnings, except for derivatives qualifying as net
investment hedges under ASC 815 which are recorded in AOCI. The changes in the fair values of all derivatives
relating to foreign currency exchange rates are included in Foreign exchange gains (losses)—net and Trading
account gains (losses)—net. Other elements of the changes in the fair values, including interest rate, equity andcredit related components, except these of certain credit derivatives hedging the credit risk in the corporate loan
portfolio, are recognized in Trading account gains (losses)—net. The net gain (loss) resulting from changes in thefair values of certain credit derivatives where the Group purchases protection to mitigate its credit risk exposure
related to its corporate loan portfolio is recorded in Other noninterest income (expenses).
Certain financial and hybrid instruments often contain embedded derivative instruments that possess implicit or
explicit contract terms similar to those of a derivative instrument. Such derivative instruments are required to befair-valued separately from the host contracts if they meet the bifurcation criteria of an embedded derivative.
Such criteria include that the entire instrument is not marked to market through earnings, the economic
characteristics and risks of the embedded contract terms are not clearly and closely related to those of the hostcontract and the embedded contract 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. Unearned income anddiscounts or premiums on purchased loans are deferred and recognized over the life of the loan using a methodthat approximates the interest method.
Loans are considered nonaccrual 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 loans. Factors considered by management in determining if a loan is nonaccrual include
delinquency status and the ability of the debtor to make payments of the principal and interest when due.
Nonaccrual loans include loans past due for 90 days or more and restructured loans that meet the definition of atroubled debt restructuring (“TDR”) in accordance with ASC 310, “Receivables” (“ASC 310”). The majority of
nonaccrual loans have no contractual delinquency due to interest reductions and/or postponement of principal
and interest.
F-18

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
In case loans are designated as nonaccrual loans, interest accruals and the amortization of net origination fees are
suspended and capitalized interest is written off. Cash received on nonaccrual loans is accounted for as a
reduction of the loan principal if the ultimate collectability of the principal amount is in doubt, otherwise, asinterest income. Loans are not restored to accrual status until interest and principal payments are current andfuture payments are reasonably assured. Nonaccrual loans are restored to accrual loans and accrual status, when
the MHFG Group determines that the borrower poses no concerns regarding current certainty of debt fulfillment.
In general, such determination is made if the borrower qualifies for an obligor rating of E2 or above and is notclassified as a special attention obligor. With respect to loans restructured in a TDR, in general, such loans arerestored to accrual loans, and accrual status, when the borrower qualifies for an obligor rating of D or above. See
Note 4 “Loans” for the definitions of obligor ratings.
Loans that have been identified for sale are classified as loans held for sale within Other assets and are accounted
for at the lower of cost or fair value on an individual loan basis. If management decides to retain certain loans
held for sale for the foreseeable future or until maturity or payoff, such items are transferred to Loans at thelower of cost or fair value.
Financial instruments—current expected credit losses (“CECL”)
CECL established a single allowance framework for all financial assets measured at amortized cost and certain
off-balance-sheet instrument exposures. This framework requires management’s estimate to reflect credit losses
over the instrument’s remaining expected life and consider expected future changes in macroeconomic
conditions. ASC 326 replaced the incurred loss impairment methodology in prior U.S. GAAP with amethodology that reflects expected credit losses and requires consideration of a broader range of informationsuch as relevant information about past events including historical experience, current conditions and reasonable
and supportable forecasts that affect the collectability of the reported amount, for the purpose of informing credit
loss estimates. This ASC requires a financial asset (or a group of financial assets) measured at amortized costbasis to be presented at the net amount expected to be collected. The income statement reflects the measurementof credit losses for newly recognized financial assets, as well as the expected increases or decreases of expectedcredit losses that have taken place during the period. This ASC also requires that credit losses onavailable-for-sale debt securities be presented as an allowance for credit losses rather than as a write-down andlimits the amount of the allowance for credit losses to the amount by which fair value is below amortized cost.
Per the accounting policy election, the MHFG Group does not record expected credit losses for accrued interest
receivables because uncollectible accrued interest is reversed through interest income in a timely manner in linewith the Group’s nonaccrual and past due policies. The amount of accrued interest receivable reversed throughinterest income was not significant for the fiscal years ended March 31, 2022 and 2023. The following note andNote 5 “Allowance for credit losses on loans” provide further information about the impact that the adoption of
ASC 326 had on the MHFG Group.
Allowance and provision (credit) for credit losses on loans
Effective April 1, 2020, the allowance for credit losses on loans is established for current expected credit losseson the MHFG Group’s loan portfolio in accordance with ASC 326. Additionally, as of April 1, 2020, the Group
did not elect the fair value option for financial assets measured at amortized cost basis. Prior to April 1, 2020, theallowance for credit losses on loans was established based on an incurred loss model in accordance with ASC
310 and ASC 450, “Contingencies” (“ASC 450”).
The MHFG Group makes adjustments to the allowance for credit losses on loans through Provision (credit) for
credit losses in the consolidated statements of income in each reporting period. Loan principal that management
F-19

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
judges to be uncollectible, based on detailed loan reviews and a credit quality assessment, is charged off against
the allowance for credit losses on loans. In general, the Group charges off loans when the Group determines thatthe obligor should be classified as substantially bankrupt or bankrupt. See Note 4 “Loans” for the definitions of
obligor categories. Obligors in the retail portfolio segment are generally determined to be substantially bankrupt
when they are past due for more than six months, and as for obligors in the corporate portfolio segment, theGroup separately monitors the credit quality of each obligor without using time-based triggers.
The MHFG Group maintains an appropriate allowance for credit losses on loans to represent management’s
estimate of the expected credit losses in the Group’s loan portfolio. Management evaluates the appropriateness of
the allowance for credit losses on loans semi-annually. The allowance considers expected credit losses over theremaining expected lives of the applicable instruments. The expected life of each instrument is determined byconsidering expected prepayments, contractual terms and cancellation features. The allowance for credit losses
involves significant judgments on a number of matters including expectations of future economic conditions,assignment of obligor ratings, valuation of collateral, and the development of qualitative adjustments.
When determining expected credit losses, a single forward-looking macroeconomic scenario is considered over areasonable and supportable forecast period. This forward-looking macroeconomic scenario is in line with thescenario used for the Group’s business plan. If the scenario does not reflect a sudden change in economic
conditions adequately, adjustments may be made to the scenario. After the forecast period, the Group reverts tolong-term historical loss experience with a certain graduated transition period, to estimate losses over theremaining lives of financial assets measured at amortized cost and certain off-balance-sheet instruments. The
macroeconomic scenario is updated at least semi-annually and is reviewed to reflect current economic conditions
and the Group’s expectation of future conditions on a timely basis. For March 31, 2022 and 2023, the Group used
the most recent macroeconomic scenario available during the Group’s credit loss estimation process.
In terms of the internal risk ratings, for the corporate portfolio segment, the credit quality review process and thecredit rating process serve as the basis for determining the allowance for credit losses on loans. Through suchprocesses 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, analysis of relevant industry segments andcurrent trends. For the retail portfolio segment, the different categories of past due status of loans are primarily
utilized in the credit quality review and the credit rating processes as the basis for determining the allowance for
credit losses on loans.
In general, the MHFG Group estimates expected credit losses collectively on the loans in the case of normal andwatch obligors, considering the risk associated with a particular pool and the probability that the exposures
within the pool will deteriorate or default. The allowance for credit losses on nonaccrual loans generally includes
the allowance for those loans that were individually evaluated for expected credit losses. See Note 4 “Loans” forthe definitions of obligor categories and classification of nonaccrual loans.
The estimation of expected credit losses that are evaluated collectively begins with a quantitative calculation thatconsiders the likelihood of the borrower changing delinquency status or moving from one obligor category or
rating to another. The quantitative calculation covers expected credit losses over an instrument’s expected life
and is estimated by applying credit loss factors to the MHFG Group’s estimated exposure at default. The credit
loss factors incorporate the probability of default as well as the loss given default based on the historical loss
rates. To supplement the historical loss data for overseas obligors, external credit ratings such as S&P are also
used to calculate the probability of default. The model and inputs used to determine credit losses on loans that areevaluated collectively are analyzed on a periodic basis by comparing the estimated values with the actual results
subsequent to the balance sheet date.
F-20

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The MHFG Group divides its overall portfolio into domestic and foreign portfolios and categorizes the domestic
portfolio into four portfolio segments according to their risk profiles: corporate, retail, sovereign, and banks andfinancial institutions.
The corporate portfolio segment consists of loans originated primarily by MHBK and MHTB, and includes
mainly business loans such as those used for working capital and capital expenditure, as well as loans for which
the primary source of repayment of the obligation is income generated by the relevant assets such as project
finance, asset finance and real estate finance. The corporate portfolio segment is divided into two classes basedon their risk characteristics: large companies, and small and medium-sized companies. For the corporate portfolio
segment, the MHFG Group considers key economic factors such as gross domestic products for Japan and eachrelevant foreign location, where the portfolio is significant, and the interest rates in Japan when estimating thecredit loss.
The retail portfolio segment consists mainly of residential mortgage loans originated by MHBK, and it is divided
into two classes based on their risk characteristics: housing loan and others. For the retail portfolio segment, theJapanese unemployment rate is applied as a key factor. As it pertains to TDRs in the retail portfolio segment, therestructuring itself, as well as subsequent payment defaults, if any, are considered in determining obligor
categories. Expected credit loss estimates also include consideration of expected cash recoveries on loans
previously charged-off, or expected recoveries on collateral dependent loans where recovery is expected throughsale of the collateral.
The allowance recorded for individually evaluated loans is based on (1) the present value of expected future cash
flows, after considering the restructuring effect and subsequent payment default with respect to TDRs,
discounted at the loan’s initial effective interest rate, (2) the loan’s observable market price, or (3) the fair valueof the collateral if the loan is collateral dependent. The collateral that the MHFG Group obtains for loans consists
primarily of real estate. In obtaining the collateral, the Group evaluates the fair value of the collateral and its
legal enforceability. The Group also performs subsequent re-evaluations at least once a year. As it pertains to realestate collateral, valuation is generally performed by an appraising subsidiary which is independent from theGroup’s loan origination departments by using generally accepted valuation techniques such as (1) the
replacement cost approach, (2) the sales comparison approach or (3) the income approach. In the case of large
real estate collateral, the Group generally engages third-party appraisers to perform the valuation.
The MHFG Group’s methodology for determining the appropriate allowance for credit losses on loans also
considers the imprecision inherent in the methodologies used. As a result, the amounts determined under the
methodologies described above could be adjusted by management to consider the potential impact of otherqualitative factors which include, but are not limited to, imprecision in macroeconomic scenario assumptions andemerging risks related to changes in the environment that are affecting specific portfolio segments including
segments impacted by the Russia-Ukraine situation. Considering internal and external factors affecting the credit
quality of the portfolio, the Group incorporated the estimated impact of the Russia-Ukraine situation, elevatedglobal inflation and other factors contributing to economic uncertainty into the macroeconomic scenario by using
assumptions such as the future outlook of the business environment for specific portfolio segments and thecurrent forecast for the growth rate of gross domestic product.
In terms of the Russia-Ukraine situation, considering the country risk arising from the continued sanctions
against Russia and the downgrading of their credit rating, the MHFG Group incorporated the estimated impact of
the Russia-Ukraine situation into the macroeconomic scenario used for determining the allowance for credit
losses on loans.

F-21

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Allowance and provision (credit) for credit losses on off-balance-sheet instruments
The MHFG Group maintains an allowance for credit losses on off-balance-sheet instruments, such as guarantees
and standby letters of credit in the same manner as the allowance for credit losses on loans. The Group similarly
assesses the expected loss amounts for commitments to invest in securities and commitments to extend credit,
considering the probability of drawdowns. The allowance is recorded in Other liabilities. Net changes in theallowance for credit losses on off-balance-sheet instruments are accounted for in Provision (credit) for credit
losses on off-balance-sheet instruments in the consolidated statements of income.
Allowance and provision (credit) for credit losses on available-for-sale securities
The MHFG Group performs periodic reviews to identify impaired securities in accordance with ASC 326.
Available-for-sale securities are impaired if the fair value is less than the amortized cost (excluding accrued
interest receivable). For available-for-sale debt securities, in the cases where the Group has the intent to sell anavailable-for-sale debt security or more likely than not will be required to sell an available-for-sale debt security
before the recovery of its amortized cost basis, the entire difference between amortized cost basis and fair value
is recognized immediately through earnings. In other cases, the Group evaluates expected cash flows to bereceived and determines if a credit loss exists, and if so, the amount of the credit loss is recognized in Provision(credit) for credit losses, while the remaining decline in fair value is recognized in other comprehensive income,net of applicable taxes. Before the adoption of ASC 326, the previous other-than-temporary impairment model
was applied for available-for-sale debt securities.
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 computedin accordance with the straight-line method with respect to buildings and leasehold improvements and inaccordance with the declining-balance method with respect to other premises and equipment.
The useful lives of premises and equipment are as follows:
Years

Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equipment and furniture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3 to 50
2 to 20

Regular repairs and maintenance costs that do not extend the estimated useful life of an asset are charged to
expense as incurred. Upon sale or disposition of premises and equipment, the cost and related accumulated
depreciation or amortization 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 impairment is identified, the future
F-22

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
cash flows are then discounted to determine the estimated fair value of the asset group and an impairment charge
is recorded for the difference between the carrying value and the estimated fair value of the asset group. The
long-lived assets to be disposed of by sale are carried at the lower of the carrying amount or fair value, lessestimated cost to sell.
Software
Internal and external costs incurred in connection with developing and obtaining software for internal use 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 directly on the internal use
software project. The capitalization of software ceases when the software project has been substantiallycompleted. The capitalized software is amortized on a straight-line basis over the estimated useful life, generally
5 to 10 years. Internal use software is reviewed for impairment whenever events or changes in circumstancesindicate that its carrying amount may not be recoverable.
Goodwill
Goodwill represents the excess of the total fair value of the acquired company, which consists of theconsideration transferred, the fair value of any interest in the acquiree already held by the acquirer and the fairvalue of any noncontrolling interest in the acquiree over the fair value of net identifiable assets acquired at thedate of acquisition in a business combination. The MHFG Group accounts for goodwill in accordance with ASC
350, “Intangibles—Goodwill and Other” (“ASC 350”). Goodwill is recorded at a designated reporting unit level
for the purpose of assessing impairment. Goodwill is not amortized but is tested for impairment at least annuallyor more often if events or circumstances indicate there may be impairment. For both the annual and interim tests,
the Group has the option to either (a) perform a quantitative impairment test or (b) first perform a qualitative
assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its
carrying amount, in which case the Group would perform the quantitative test. An impairment loss is recorded tothe extent the carrying amount of goodwill exceeds its estimated fair value. The estimated fair value of thereporting units is derived based on valuation techniques that the Group believes market participants would use
for each of the reporting units. The Group generally determines the estimated fair value by utilizing a discounted
cash flow methodology or methodologies that incorporate price-to-book multiples of certain comparable
companies.
Intangible assets
Intangible assets having definite useful lives are amortized over their estimated useful lives on either a straightline basis or the method that reflects the pattern in which the economic benefits of the intangible assets are
consumed. Intangible assets acquired in connection with the merger of MHSC and Shinko Securities Co., Ltd.
(“Shinko”) and the integration of asset management functions of DIAM Co., Ltd. (“DIAM”), MHTB, Mizuho
Asset Management Co., Ltd. (“MHAM”) and Shinko Asset Management Co., Ltd. (“Shinko AssetManagement”) consist primarily of customer relationship intangibles, and are amortized over weighted-averageamortization periods of 16 years and 16.9 years, respectively. Intangible assets having indefinite useful lives are
not amortized and are subject to impairment tests. An impairment loss is recorded to the extent that the carrying
amount of the indefinite-lived intangible asset exceeds its estimated fair value. For intangible assets subject toamortization, an impairment loss is recorded if the carrying amount is not recoverable and exceeds its estimatedfair value.

F-23

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
LeasesThe MHFG Group, as a lessee, recognizes liabilities to make lease payments and right-of-use assets representing
its right to use the underlying assets for the lease term. The lease terms include periods covered by options toextend or terminate the lease that the Group is reasonably certain to exercise. The Group uses its incremental
borrowing rates at the lease commencement to determine the lease liability, which is measured at the present
value of future lease payments, when the rate implicit in the lease is not readily determinable. The Group has
elected not to separate lease and non-lease components of a contract that is or contains a lease for its equipment
leases. The Group has elected not to recognize right-of-use assets and liabilities for leases with terms of twelve
months or less. For operating leases, the right-of-use assets and related liabilities are included in Other assets andOther liabilities, respectively, on the consolidated balance sheets. Expenses are recognized on a straight-line
basis over the lease term and are included in Occupancy expenses on the consolidated statements of income.
Variable lease payments not included in the right-of-use assets or the lease liabilities are recognized as incurredin Occupancy expenses. For finance leases, right-of-use assets and related liabilities are included in Premises andequipment and Long-term debt, respectively, on the consolidated balance sheets.
Pension and other employee benefits
MHFG and certain subsidiaries sponsor pension plans which provide defined benefits to retired employees andother postretirement benefit plans, including severance indemnities. Severance indemnities are amounts payable
to eligible employees upon termination of employment and are payable as a lump sum. Periodic expense andaccrued liabilities are computed based on 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. Net actuarial gains and losses that arise from differences between actual
experience and assumptions are generally amortized over the average remaining service period of participating
employees if they exceed the corridor, which is defined as the greater of 10% of plan assets or the projected
benefit obligation.
Stock-based compensation
MHFG, MHBK, MHTB and MHSC have stock options, in the form of stock acquisition rights, for directors(excluding the outside directors) and executive officers of the respective companies (hereinafter referred tocollectively as the “Directors”). In this plan (“the MHFG Group’s Stock Plan”), 100 shares of MHFG common
stock shall be issued or transferred upon exercise of each of the stock acquisition rights. The exercise price is 1
yen per share. The contractual term of the stock acquisition rights is 20 years. A holder may exercise the stockacquisition rights only after the date on which such holder loses the status as a Director of MHFG, MHBK,MHTB or MHSC. In May 2015, the MHFG Group discontinued the stock option program. Thereafter, the MHFG
Group has not issued any new stock options. MHFG, MHBK, MHTB and MHSC have a responsibility-based
stock compensation program for Directors (“Stock Compensation I”) and a performance-based stockcompensation program for Directors (“Stock Compensation II”). MHFG and certain consolidated subsidiaries
introduced both responsibility-based and performance-based stock compensation program for Operating Officers(“Stock Benefit”) in July 2021. For these programs, the stock-based compensation cost is determined based on
the fair value of MHFG’s common stock as of grant date. The liability related to the cash-based compensation
cost is remeasured at each reporting date based on the fair value of MHFG’s common stock. For Stock
Compensation I, as the program is effectively vested on the grant date, the stock-based compensation cost isrecognized on the grant date. For Stock Compensation II, the stock-based compensation costs are recognizedevenly over the graded-vesting period, which is three years. For Stock Benefit, the stock-based compensation
costs are recognized evenly over the vesting period, which is one year. Those Stock options and Stock
Compensation plans did not have a material impact on the MHFG Group’s consolidated results of operations or
financial condition.
F-24

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Long-term debt
Premiums, discounts and issuance costs of long-term debt are amortized based on a method that approximates theinterest method over the respective terms of the 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 protection, and liquidity facilities. The MHFG
Group recognizes guarantee fee income over the guarantee period. The MHFG Group receives such a guarantee
fee at the inception of the guarantee or in installments and, in either case, the present value of the total fees
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,
available-for-sale securities and equity securities. In addition, the Group measures certain financial assets andliabilities, at fair value on a non-recurring basis. Those assets and liabilities primarily include items that aremeasured at the lower of cost or fair value such as loans held for sale, and items that were initially measured atcost and have been written down to fair value due to impairments, such as loans and equity securities without
readily determinable fair values.
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 ASC 820, “Fair Value
Measurement” (“ASC 820”), the Group classifies its financial assets and liabilities into the fair value hierarchy(Level 1, 2, and 3). See Note 26 “Fair value” for the detailed definition of each level.
When determining fair value, the MHFG Group considers the principal or most advantageous market in which
the Group would transact and considers 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 26 “Fair value” for descriptions of valuation methodologies used for its assets andliabilities by product.
Fee and commission income
The MHFG Group recognizes revenue from contracts with customers in an amount that reflects the consideration
to which the Group expects to be entitled in exchange for transferring control of a promised service. The timingof revenue recognition is dependent on whether the Group satisfies a performance obligation by transferring
control of the service to a customer over time or at a point in time. Fee and commission income is presented
exclusive of consumption taxes. The major components of fee and commission income are as follows.
Securities-related business fees mainly consist of brokerage fees and commissions, and asset-based revenues.
Brokerage fees and commissions mainly include fees earned from the execution of customer transactions andsales commissions of stocks, bonds and investment trusts. Brokerage fees and commissions are recognized at the
point in time on transaction date. Asset-based revenues mainly include fees received from investment trust
management companies in return for administration services, such as record keeping services, of investment
trusts. The amounts of asset-based revenues are calculated based on customer’s net asset value and recognizedover time in the period when the related service is provided.
F-25

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Deposit-related fees include service charges on consumer and commercial deposit accounts such as accounttransfer charges. Deposit-related fees are recognized at the point in time when the transactions occur or the
related service is provided.
Lending-related fees include fees for lending business such as commitment fees and arrangement fees.
Remittance business fees include service charges for domestic and international funds transfers and collections.
These fees are recognized at the point in time when the related service is provided.
Asset management business fees consist of investment trust management fees and investment advisory fees forinvestment trusts. These fees are received from investment trusts in return for asset management services and/or
investment advisory services on behalf of customers. The amounts of these fees are calculated based on apercentage of customer’s net asset value. These fees are recognized over time in the period when the
management and/or advisory service is provided and the amount is fixed.
Trust-related business fees consist of trust fees earned primarily through fiduciary asset management andadministrative service and other trust-related fees. Fees for fiduciary asset management and administration
services for corporate pension plans and investment funds are recognized at the point on creation of the trust orcompletion date specified in the contract, or over time in the period when the related service is provided. Other
trust-related fees mainly include brokerage commissions of real estate property, sales commissions of beneficial
interest in real estate trust, consulting fees of real estate property and charges for stock transfer agent services.
These fees are mainly earned on a transaction basis and recognized at the point in time when the related service isprovided or over time in the period when the related service is provided.
Agency business fees mainly include administration service fees related to the MHFG Group’s agency businesssuch as Japan’s principal public lottery program and revenues from standing proxy services related to stocks andothers. These fees are recognized at the point in time when the related service is provided or over time in the
period when the related service is provided.
Fees for other customer services include various revenues such as sales commissions of life insurance, service
charges for electronic banking, financial advisory fees, and service charges for software development. Sales
commissions from life insurance sales are received from insurance companies in return for selling insurance
products and recognized when the insurance product is sold to customers. Service charges for electronic banking
are mainly monthly basic usage fees and recognized over the related transaction period. Financial advisory fees
are received as consideration for services supporting market research and business strategy planning, which arerecognized over time in the period when the related advisory service based on the contract is rendered. Service
charges for software development are recognized over time according to the progress of the development.
Fee and commission expenses
The principal items included in fee and commission expenses are fee and commission expenses for remittanceservices and brokerages fees paid for securities transactions. These expenses are generally recognized on an
incurred basis.
Income taxes
Income taxes are accounted for in accordance with ASC 740, “Income Taxes” (“ASC 740”). Deferred income
taxes reflect the net tax effects of (1) temporary differences between the carrying amounts of assets and liabilities
F-26

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
for financial reporting purposes and the corresponding amounts used for income tax purposes, and (2) operating
loss and tax credit carryforwards. A valuation allowance is recorded for any portion of the deferred tax assets
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 (loss) attributable to MHFG commonshareholders by the weighted average number of common shares outstanding during the fiscal year. Diluted
earnings per common share reflect all dilutive potential common shares such as stock options and the commonshares of MHFG under the stock compensation programs. See Note 18 “Earnings per common share” for thecomputation of basic and diluted earnings per common share.
2. Issued accounting pronouncements
Adopted accounting pronouncements
In March 2020, the FASB issued ASU No.2020-04, “Reference Rate Reform (Topic 848)—Facilitation of theEffects of Reference Rate Reform on Financial Reporting” (“ASU No.2020-04”). The ASU provides optional
expedients and exceptions for contracts, hedging relationships, and other transactions affected by reference rate
reform. In January 2021, the FASB issued ASU No.2021-01, “Reference Rate Reform (Topic 848)—Scope”(“ASU No.2021-01”). The ASU clarifies that certain optional expedients and exceptions for contract
modifications and hedge accounting apply to derivatives that are affected by the transition. In December 2022,
the FASB issued ASU No.2022-06, “Reference Rate Reform (Topic 848)—Deferral of the Sunset Date of Topic
848” (“ASU No.2022-06”). The ASU amends the sunset date of Topic 848 from December 31, 2022 to
December 31, 2024. ASU No.2020-04 is effective as of March 12, 2020 through December 31, 2024. ASU
No.2021-01 is effective as of January 7, 2021 through December 31, 2024. ASU No.2022-06 is effective as ofDecember 21, 2022 through December 31, 2024. The MHFG Group has elected the practical expedient for
modifications of contracts. The practical expedient provides an election to account for certain contract
amendments related to reference rate reform without the requirement to assess the significance of themodifications. The main reason for applying the practical expedient is to ease the administrative burden ofaccounting for contracts impacted by reference rate reform. This election has not had, and is expected to not
have, a material impact on the Group’s consolidated results of operations or financial condition.
Accounting pronouncements issued but not yet effective as of March 31, 2023
In March 2022, the FASB issued ASU No.2022-02, “Financial Instruments—Credit Losses (Topic 326)—
Troubled Debt Restructurings and Vintage Disclosures” (“ASU No.2022-02”). The amendments in this update
eliminate the accounting guidance for TDRs by creditors in Subtopic 310-40, Receivables—Troubled Debt
Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancings andrestructurings by creditors when a borrower is experiencing financial difficulty. Specifically, rather than applying
the recognition and measurement guidance for TDRs, an entity must apply the loan refinancing and restructuring
guidance in paragraphs 310-20-35-9 through 35-11 to determine whether a modification results in a new loan or acontinuation of an existing loan. The amendments in this update also require that an entity disclose currentperiod gross write-offs by year of origination for financing receivables and net investments in leases within thescope of Topic 326. The MHFG Group adopted ASU No.2022-02 on April 1, 2023. The adoption of ASU
No.2022-02 did not have a material impact on its consolidated results of operations or financial condition. The
amendments related to disclosures are required to be applied prospectively beginning as of the date of adoption.
The Group will present the new disclosures for periods beginning on and after April 1, 2023.
F-27

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
3. Investments
Available-for-sale and held-to-maturity securities
The amortized cost, net of allowance for credit losses, gross unrealized gains and losses, and fair value ofavailable-for-sale and held-to-maturity securities at March 31, 2022 and 2023 are as follows:
Gross
Gross
Amortized unrealized unrealized(4)(5)
cost
gains
lossesFair value(in millions of yen)
2022
Available-for-sale securities:
Debt securities:
Japanese government bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,191,315
Japanese local government bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
421,557
U.S. Treasury bonds and federal agency securities . . . . . . . . . . . . . . . . . . . . . .
381,653
Other foreign government bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,338,295
Agency mortgage-backed securities(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
452,830
Residential mortgage-backed securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58,246
Commercial mortgage-backed securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
848,568
Japanese corporate bonds and other debt securities . . . . . . . . . . . . . . . . . . . . . . 2,222,670
Foreign corporate bonds and other debt securities(2) . . . . . . . . . . . . . . . . . . . . .
787,263

5,794
254
—
220
1,695
194
5,437
14,212
2,490

38,379
2,165
8,444
2,578
3,985
312
214
1,705
1,021

25,158,730
419,646
373,209
1,335,937
450,540
58,128853,791
2,235,177
788,732

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,702,397

30,29658,80331,673,890

Held-to-maturity securities:
Debt securities:
Japanese government bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Agency mortgage-backed securities(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

479,980
1,039,075

5,101
24

—
58,604

485,081980,495

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

1,519,055

5,125

58,604

1,465,576

Gross
Gross
Amortized unrealized unrealized(4)(5)
cost
gains
lossesFair value(in millions of yen)
2023
Available-for-sale securities:
Debt securities:
Japanese government bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,483,722
Japanese local government bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
560,093
U.S. Treasury bonds and federal agency securities . . . . . . . . . . . . . . . . . . . . . .
382,990
Other foreign government bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,309,473
Agency mortgage-backed securities(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
532,364
Residential mortgage-backed securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48,257
Commercial mortgage-backed securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
856,708
Japanese corporate bonds and other debt securities . . . . . . . . . . . . . . . . . . . . . . 2,100,733
Foreign corporate bonds and other debt securities(2) . . . . . . . . . . . . . . . . . . . . . 1,005,209

3,067
198
—
661
1,140
71
5,157
13,0242,319

37,496
5,628
7,289
2,261
11,307
866
451
4,538
1,581

16,449,293
554,663375,701
1,307,873
522,197
47,462
861,4142,109,219
1,005,947

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,279,549

25,637

71,417

23,233,769

Held-to-maturity securities:
Debt securities:
Japanese government bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Agency mortgage-backed securities(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

799,305
1,250,802

2,171
403

1,028
136,545

800,448
1,114,660

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

2,050,107

2,574

137,573

1,915,108

F-28

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Notes:(1) Agency mortgage-backed securities presented in this line consist of Japanese and Foreign agency mortgage-backed securities, of which
the fair values were ¥450,507 million and ¥33 million, respectively, at March 31, 2022, and ¥522,166 million and ¥31 million,
respectively, at March 31, 2023. All Japanese agency mortgage-backed securities are issued by Japan Housing Finance Agency, aJapanese government-sponsored enterprise. Foreign agency mortgage-backed securities primarily consist of Government National
Mortgage Association (“Ginnie Mae”) securities, which are guaranteed by the United States government.
(2) Other debt securities presented in this line primarily consist of Foreign negotiable certificates of deposit (“NCDs”) and asset-backed
securities (“ABS”), of which the total fair values were ¥247,762 million at March 31, 2022, and ¥330,365 million at March 31, 2023.
(3) All Agency mortgage-backed securities presented in this line are Ginnie Mae securities.
(4) Amortized cost, net of the allowance for credit losses, of which the amounts related to available-for-sale securities were ¥34,326 million
at March 31, 2022, and ¥nil at March 31, 2023.
(5) Accrued interest receivables are excluded from amortized cost, of which the amount were ¥4,702 million at March 31, 2022, and¥5,637 million at March 31, 2023 and included in Accrued income.

F-29

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Contractual maturities
The amortized cost, net of allowance for credit losses, and fair value of available-for-sale and held-to-maturity
securities at March 31, 2023 are shown in the table below based on their contractual maturities. Expectedmaturities may differ from contractual maturities because some securities are not due at a single maturity date,and some securities, such as mortgage-backed securities, contain embedded call or prepayment options.
Due after one Due after fiveDue in one year through years through Due after
year or less five years
ten yearsten years(in millions of yen)Amortized cost

Total

Available-for-sale securities:
Debt securities:
Japanese government bonds . . . . . . . . . . . . . . . . . . . . . 14,280,736
783,953
Japanese local government bonds . . . . . . . . . . . . . . . . .
35,545
275,695
U.S. Treasury bonds and federal agency securities . . .
382,990—
Other foreign government bonds . . . . . . . . . . . . . . . . . 1,027,119
279,985
Agency mortgage-backed securities . . . . . . . . . . . . . . .
——Residential mortgage-backed securities . . . . . . . . . . . .
——Commercial mortgage-backed securities . . . . . . . . . . .
1,986
538,136
Japanese corporate bonds and other debt securities . . .
412,207 1,155,415
Foreign corporate bonds and other debt securities . . . .
552,628
279,007

1,317,250
241,350
—
1,186
1,118
—
315,886
240,446
154,678

101,783 16,483,722
7,503
560,093—382,990
1,183 1,309,473
531,246
532,364
48,25748,257
700
856,708
292,665 2,100,733
18,896 1,005,209

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,693,211 3,312,191

2,271,914

1,002,233 23,279,549

Held-to-maturity securities:
Debt securities:
Japanese government bonds . . . . . . . . . . . . . . . . . . . . .
Agency mortgage-backed securities . . . . . . . . . . . . . . .

279,982—

189,984—

329,339——
799,305
1,250,802 1,250,802

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

279,982

189,984

329,339

1,250,802 2,050,107

Due after one Due after fiveDue in one year through years through Due after
year or less five years
ten yearsten years(in millions of yen)

Fair value

Total

Available-for-sale securities:
Debt securities:
Japanese government bonds . . . . . . . . . . . . . . . . . . . . . 14,282,254
782,278
Japanese local government bonds . . . . . . . . . . . . . . . . .
35,551
275,371
U.S. Treasury bonds and federal agency securities . . .
375,701—
Other foreign government bonds . . . . . . . . . . . . . . . . . 1,026,121
279,384
Agency mortgage-backed securities . . . . . . . . . . . . . . .
——Residential mortgage-backed securities . . . . . . . . . . . .
——Commercial mortgage-backed securities . . . . . . . . . . .
1,989
540,069
Japanese corporate bonds and other debt securities . . .
412,157 1,154,386
Foreign corporate bonds and other debt securities . . . .
552,946
278,975

1,290,250
236,653
—
1,186
1,113
—
318,645
238,775
154,033

94,511 16,449,293
7,088
554,663—375,701
1,182 1,307,873
521,084
522,197
47,462
47,462
711
861,414303,901 2,109,219
19,993 1,005,947

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,686,719 3,310,463

2,240,655

995,932 23,233,769

Held-to-maturity securities:
Debt securities:
Japanese government bonds . . . . . . . . . . . . . . . . . . . . .
Agency mortgage-backed securities . . . . . . . . . . . . . . .

280,980—

190,917—

328,551——
800,448
1,114,660 1,114,660

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

280,980

190,917

328,551

1,114,660 1,915,108

F-30

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Credit losses
The MHFG Group recognized no material allowance for credit loss on available-for-sale securities at April 1,
2020, which increased to ¥14 billion on March 31, 2021. The increase was due mainly to an increase of credit
losses for certain Japanese corporate bonds and other debt securities. Allowance for credit losses onavailable-for-sale securities increased by ¥20 billion from March 31, 2021 to ¥34 billion as of March 31, 2022
due mainly to an increase of credit losses for certain Japanese corporate bonds and other debt securities. The
Group did not recognize allowance for credit losses on available-for-sale securities as of March 31, 2023, adecrease by ¥34 billion from March 31, 2022. The decrease was due to a sale of certain Japanese corporate bonds
and other debt securities during the period. The Group did not recognize allowance for credit losses onheld-to-maturity securities on March 31, 2021, 2022 and 2023 because held-to-maturity securities consist ofJapanese government bond and agency mortgage-backed securities like Ginnie Mae securities. See Note 1 “Basisof presentation and summary of significant accounting policies” for further details of the methodology used todetermine the allowance for credit losses.
Continuous unrealized loss position
The following table shows the gross unrealized losses, net of allowance for credit losses, and fair value ofavailable-for-sale securities, aggregated by the length of time that individual securities have been in a continuous
unrealized loss position, at March 31, 2022 and 2023:
Less than 12 months 12 months or more
Gross
Gross
Fair
unrealized Fair unrealized
value
lossesvalue
losses(in millions of yen)

Total
Fair
value

Gross
unrealized
losses2022
Available-for-sale securities:
Debt securities:
Japanese government bonds . . . . . . . . . . . . . . . . . . . . 19,407,878 11,377 1,565,950 27,002 20,973,828 38,379
Japanese local government bonds . . . . . . . . . . . . . . . .
229,562 1,277 136,733
888
366,295 2,165
U.S. Treasury bonds and federal agency securities . .
321,073 7,209
41,555 1,235
362,628 8,444
Other foreign government bonds . . . . . . . . . . . . . . . .
729,134 2,178
71,647400
800,781 2,578
183,150 2,326
78,717 1,659
261,867 3,985
Agency mortgage-backed securities (Note) . . . . . . . . . .
Residential mortgage-backed securities . . . . . . . . . . .
9,221
11
17,193301
26,414
312
Commercial mortgage-backed securities . . . . . . . . . .
58,815185
13,93929
72,754
214
Japanese corporate bonds and other debt securities . .
605,067 1,516
53,020189
658,087 1,705
Foreign corporate bonds and other debt securities . . .
302,569
692
53,338329
355,907 1,021
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,846,469 26,771 2,032,092 32,032 23,878,561 58,803
2023
Available-for-sale securities:
Debt securities:
Japanese government bonds . . . . . . . . . . . . . . . . . . . . 3,706,134 11,369 1,419,222 26,127
Japanese local government bonds . . . . . . . . . . . . . . . .
146,484 1,596 322,224 4,032
U.S. Treasury bonds and federal agency securities . .
65,288765 293,149 6,524
Other foreign government bonds . . . . . . . . . . . . . . . .
475,493674 250,130 1,587
142,776 2,361 238,858 8,946
Agency mortgage-backed securities (Note) . . . . . . . . . .
Residential mortgage-backed securities . . . . . . . . . . .
16,230265
22,017
601
Commercial mortgage-backed securities . . . . . . . . . .
105,346304
43,653
147
Japanese corporate bonds and other debt securities . . 1,177,725 3,775 635,289
763
Foreign corporate bonds and other debt securities . . .
434,339 1,279
68,959302

5,125,356 37,496
468,708 5,628
358,437 7,289
725,623 2,261
381,634 11,307
38,247866
148,999451
1,813,014 4,538
503,298 1,581

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,269,815 22,388 3,293,501 49,029

9,563,316 71,417

F-31

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Note: Agency mortgage-backed securities presented in this line consist of Japanese agency mortgage-backed securities, ofwhich the fair values were ¥261,867 million at March 31, 2022, and ¥381,634 million at March 31, 2023. All Japaneseagency mortgage-backed securities are issued by Japan Housing Finance Agency, a Japanese government-sponsoredenterprise.

At March 31, 2023, the MHFG Group did not intend to sell the debt securities in an unrealized loss position andit was not more likely than not that the Group would be required to sell them before the recovery of theiramortized cost bases. For Japanese government bonds, U.S. Treasury bonds and federal agency securities andAgency mortgage-backed securities, their entire amortized cost bases are expected to be recovered since theunrealized losses had not resulted from credit deterioration, but primarily from changes in interest rates. For the
debt securities other than those described above, except for the securities for which credit losses have beenrecognized in income, the Group determined that their entire amortized cost bases are expected to be recovered,after considering various factors such as the extent to which their fair values were below their amortized costbases, the external and/or internal ratings and the present values of cash flows expected to be collected. Based on
the aforementioned evaluation, except for the securities for which credit losses have been recognized in income,the Group determined that the debt securities in an unrealized loss position were not considered credit losses.
Realized gains and losses
The following table shows the realized gains and losses on sales of available-for-sale securities for the fiscal
years ended March 31, 2021, 2022 and 2023. See “Consolidated Statements of Cash Flows for the fiscal years
ended March 31, 2021, 2022 and 2023” for the proceeds from sales of investments.
2021

2022

2023

(in millions of yen)

Gross realized gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross realized losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,309(24,407)

12,540(40,077)

22,962(23,593)

Net realized gains (losses) on sales of available-for-sale securities . . . . . . .

(21,098)(27,537)(631)

Equity securities
Equity securities include securities which have readily determinable fair values, securities which qualify for thepractical expedient to estimate fair value using the net asset value per share (or its equivalent), and securities
which are without readily determinable fair values. Equity securities which have readily determinable fair values
mainly consist of common stock of Japanese listed companies. Equity securities which are measured based on
the net asset value per share (or its equivalent) consist of private equity and real estate funds. Equity securities
without readily determinable fair values include non-marketable stock including preferred stock issued by equity
method investees.

F-32

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Net gains and losses
The following table shows the details of the net gains and losses on Equity securities for the fiscal years ended
March 31, 2021, 2022 and 2023:
2021

2022

2023

(in millions of yen)

Net gains (losses) recognized during the period on equity securities . . . . .
Less: Net gains (losses) recognized during the period on equity securities
sold during the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized gains (losses) recognized during the reporting period on
equity securities still held at the reporting period . . . . . . . . . . . . . . . . . .

850,567(60,563)

135,601

82,96917,00029,561

767,598(77,563)

106,040

Equity securities without readily determinable fair values
The following table shows carrying amounts of equity securities without readily determinable fair values, forwhich the measurement alternative is used, and cumulative amounts due to downward adjustments andimpairments and upward adjustments, at March 31, 2021, 2022 and 2023:
2021

2022

2023

(in millions of yen)

Carrying amounts at the end of the period . . . . . . . . . . . . . . . . . . . . . . . . .
Downward adjustments and impairments . . . . . . . . . . . . . . . . . . . . . . . . . .
Upward adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

186,146
5,087
9,216

207,407
6,519
11,623

207,743
5,345
13,015

The following table shows amounts recognized in earnings during the period due to downward adjustments andimpairments and upward adjustments for equity securities without readily determinable fair values.
2021

2022

2023

(in millions of yen)

Downward adjustments and impairments . . . . . . . . . . . . . . . . . . . . . . . . . .
Upward adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,084
404

2,626
2,459

1,291
1,459

The MHFG Group elected to measure all equity securities without readily determinable fair values, which do not
qualify for the practical expedient to estimate fair value, using the measurement alternative, which is made on an
instrument-by-instrument basis. Under the measurement alternative, equity securities are carried at cost plus orminus changes resulting from observable price changes in orderly transactions for the identical or similar
securities of the same issuer. In addition, the MHFG Group assesses whether these equity securities are impaired.
Impairment is primarily based on a liquidation value technique that considers the financial condition, credit
ratings, and near-term prospects of the issuers. When the observable price changes or impairments exist, thesecurities are adjusted to fair value, with the full difference between the fair value of the security and its carrying
amount recognized in earnings.

F-33

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Other investments
The following table summarizes the composition of Other investments at March 31, 2022 and 2023:
2022
2023
(in millions of yen)

Equity method investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments held by consolidated investment companies and other . . . . . . . . . . . . . . . . .

519,552
62,836

598,772
68,429Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

582,388

667,201

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 with carrying
values of ¥255,336 million and ¥268,736 million, at March 31, 2022 and 2023, respectively. The aggregate
market values of these marketable equity securities were ¥456,195 million and ¥503,171 million, respectively.
The majority of aggregate market values of these marketable equity securities as of March 31, 2023 include
Orient Corporation, Joint Stock Commercial Bank for Foreign Trade of Vietnam and Mizuho Leasing Company,
Limited of which the MHFG Group’s proportionate share of the total outstanding common stock were 49.00%,
15.00% and 23.54%, respectively. In addition, equity method investments as of March 31, 2023 include
non-marketable equity securities such as Matthews International Capital Management, LLC, Custody Bank ofJapan, Ltd. and Rakuten Securities, Inc. of which the MHFG Group’s proportionate share of the total outstanding
common stock were 18.73%, 27.00% and 20.00%, respectively.
Investments held by consolidated investment companies
The MHFG Group consolidates certain investment companies over which it has control through either 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.
4. Loans
Credit quality information
In accordance with the MHFG Group’s credit risk management policies, the Group uses an internal rating systemthat consists of credit ratings for the corporate portfolio segment and pool allocations for the retail portfolio
segment as the basis of its risk management infrastructure. Credit ratings consist of obligor ratings which
represent the level of credit risk of the obligor, and transaction ratings which represent the ultimate possibility oflosses expected on individual loans by taking into consideration various factors such as collateral or guarantees
involved. In principle, obligor ratings are applied to all obligors except those to which pool allocations areapplied, and are subject to regular review at least once a year as well as special review which is required
whenever the obligor’s credit standing changes. Pool allocations are applied to small loans that are less than aspecified amount by pooling customers and loans with similar risk characteristics, and the risk is assessed mainly
based on past due status and managed according to such pools. The Group generally reviews the appropriatenessand effectiveness of the approach to obligor ratings and pool allocations once a year in accordance withpredetermined policies and procedures.

F-34

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The Group does not record expected credit losses for accrued interest receivables because uncollectible accrued
interest is reversed through interest income in a timely manner in line with the Group’s nonaccrual and past due
policies for loans. The amount of accrued interest receivables was ¥81 billion and ¥198 billion at March 31, 2022
and 2023, respectively and included in Accrued income.
The Group does not believe that its exposure to any particular geographic area and business sector results in asignificant concentration of credit risk.
The table below presents the MHFG Group’s definition of obligor ratings used by MHBK and MHTB, andequivalent obligor ratings are determined for the other subsidiaries:
Obligor category(1) (2)Obligor rating

Definition

NormalA

Obligors whose certainty of debt fulfillment is very high, hence theirlevel of credit risk is very low.

B

Obligors whose certainty of debt fulfillment poses no problems forthe foreseeable future, and their level of credit risk is low.

C

Obligors whose certainty of debt fulfillment and their level of credit
risk pose no problems for the foreseeable future.

D

Obligors whose current certainty of debt fulfillment poses noproblems, however, their resistance to future economic
environmental changes is low.

E1

Obligors that require observation going forward because of either
minor concerns regarding their financial position, or their somewhat
weak or unstable business conditions.

E2

Obligors that require special observation going forward because ofproblems with their borrowings such as reduced or suspended interest
payments, problems with debt fulfillment such as failure to makeprincipal or interest payments, or problems with their financial
position as a result of their weak or unstable business conditions.

Intensive control

F

Obligors that are not yet bankrupt but are in financial difficulties andare deemed likely to become bankrupt in the future because of
insufficient progress in implementing their management
improvement plans or other measures (including obligors that arereceiving ongoing support from financial institutions).

Substantially bankrupt

G

Obligors that have not yet become legally or formally bankrupt but
are substantially insolvent because they are in serious financial
difficulties and are deemed to be incapable of being restructured.

Bankrupt

H

Obligors that have become legally or formally bankrupt.

Watch

Notes:(1) Special attention obligors are watch obligors with debt in TDR or 90 days or more delinquent debt. Loansto such obligors are considered nonaccrual.
(2) The Group classifies loans to special attention, intensive control, substantially bankrupt and bankrupt
obligors as nonaccrual loans.
F-35

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The table below presents credit quality information of loans based on the MHFG Group’s internal rating system
at March 31, 2022 and 2023:
Term loans by origination year
2021

2020

2019

2018

Prior to Revolving
2017
Loans

2017

Total

(in billions of yen)
2022
Domestic:
Corporate:
Large companies:
Normal obligors . . . . . . . . . . . . . . . . .
Watch obligors excluding special
attention obligors . . . . . . . . . . . . . .
Nonaccrual loans . . . . . . . . . . . . . . . .
Small and medium-sized companies:
Normal obligors . . . . . . . . . . . . . . . . .
Watch obligors excluding special
attention obligors . . . . . . . . . . . . . .
Nonaccrual loans . . . . . . . . . . . . . . . .
Retail:Housing Loan:
Normal obligors . . . . . . . . . . . . . . . . .
Watch obligors excluding special
attention obligors . . . . . . . . . . . . . .
Nonaccrual loans . . . . . . . . . . . . . . . .
Others:Normal obligors . . . . . . . . . . . . . . . . .
Watch obligors excluding special
attention obligors . . . . . . . . . . . . . .
Nonaccrual loans . . . . . . . . . . . . . . . .
Sovereign:
Normal obligors . . . . . . . . . . . . . . . . .
Watch obligors excluding special
attention obligors . . . . . . . . . . . . . .
Nonaccrual loans . . . . . . . . . . . . . . . .
Banks and other financial institutions:
Normal obligors . . . . . . . . . . . . . . . . .
Watch obligors excluding special
attention obligors . . . . . . . . . . . . . .
Nonaccrual loans . . . . . . . . . . . . . . . .
Total domestic . . . . . . . . . . . . . .
Foreign:
Corporate(4):Normal obligors . . . . . . . . . . . . . . . . .
Watch obligors excluding special
attention obligors . . . . . . . . . . . . . .
Nonaccrual loans . . . . . . . . . . . . . . . .
Retail:Normal obligors . . . . . . . . . . . . . . . . .
Watch obligors excluding special
attention obligors . . . . . . . . . . . . . .
Nonaccrual loans . . . . . . . . . . . . . . . .
Sovereign:
Normal obligors . . . . . . . . . . . . . . . . .
Watch obligors excluding special
attention obligors . . . . . . . . . . . . . .
Nonaccrual loans . . . . . . . . . . . . . . . .
Banks and other financial institutions:
Normal obligors . . . . . . . . . . . . . . . . .
Watch obligors excluding special
attention obligors . . . . . . . . . . . . . .
Nonaccrual loans . . . . . . . . . . . . . . . .

12,236

6,641

5,049

4,535

1,679

3,379

7,155

40,674

146
61

69
101

71
201

66
45

40
136

51
77

128
178

571
799

540

397

376

283

171

494

548

2,809

44
18

31
20

30
15

32
11

12
7

33
38

25
32

207
141

798

544

519

527

544

4,753

—

7,685

2
12

1
3

2
1

2
1

1
1

40
31

—
—

48
49

196

277

112

91

61

315

497

1,549

24
7

35
8

10
3

8
4

4
4

6
23

9
13

96
62

938

106

89

109

55

352

2

1,651

4

4

1

—

—

—

—
—

—
—

—
—

—
—

—

9

46

24

132

211

—

144

125

682

—
—

—
—

—
—

—
—

—
—

—
—

—
—

—
—

15,072

8,261

6,611

5,925

2,715

9,736

8,712

57,032

14,088

3,571

3,236

1,392

550

1,229

5,906

29,972

317
35

180
2

74
13

56
17

28
15

25
23

122
10

802
115

2

2

2

1

1

3

—

11

—
—

—
—

—
—

—
—

—
—

—
—

—
—

—
—

279

7

33

15

174

3

75

586

—
—

—
—

—

—
—

—
—

—
—

—
—

—

1

1,003

254

151

225

12

1

120

1,766

5
1

—
—

—
—

—
—

—
—

—
—

—
—

5
1

1

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

15,730

4,016

3,510

1,706

780

1,284

6,233

33,259Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

30,802

12,277

10,121

7,631

3,495

11,02014,94590,291F-36

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Term loans by origination year
2022

2021

2020

2019

Prior to Revolving
2018
Loans

2018

Total

(in billions of yen)
2023
Domestic:
Corporate:
Large companies:
Normal obligors . . . . . . . . . . . . . . . . .
Watch obligors excluding special
attention obligors . . . . . . . . . . . . . .
Nonaccrual loans . . . . . . . . . . . . . . . .
Small and medium-sized companies:
Normal obligors . . . . . . . . . . . . . . . . .
Watch obligors excluding special
attention obligors . . . . . . . . . . . . . .
Nonaccrual loans . . . . . . . . . . . . . . . .
Retail:Housing Loan:
Normal obligors . . . . . . . . . . . . . . . . .
Watch obligors excluding special
attention obligors . . . . . . . . . . . . . .
Nonaccrual loans . . . . . . . . . . . . . . . .
Others:Normal obligors . . . . . . . . . . . . . . . . .
Watch obligors excluding special
attention obligors . . . . . . . . . . . . . .
Nonaccrual loans . . . . . . . . . . . . . . . .
Sovereign:
Normal obligors . . . . . . . . . . . . . . . . .
Watch obligors excluding special
attention obligors . . . . . . . . . . . . . .
Nonaccrual loans . . . . . . . . . . . . . . . .
Banks and other financial institutions:
Normal obligors . . . . . . . . . . . . . . . . .
Watch obligors excluding special
attention obligors . . . . . . . . . . . . . .
Nonaccrual loans . . . . . . . . . . . . . . . .
Total domestic . . . . . . . . . . . . . .
Foreign:
Corporate(4):Normal obligors . . . . . . . . . . . . . . . . .
Watch obligors excluding special
attention obligors . . . . . . . . . . . . . .
Nonaccrual loans . . . . . . . . . . . . . . . .
Retail:Normal obligors . . . . . . . . . . . . . . . . .
Watch obligors excluding special
attention obligors . . . . . . . . . . . . . .
Nonaccrual loans . . . . . . . . . . . . . . . .
Sovereign:
Normal obligors . . . . . . . . . . . . . . . . .
Watch obligors excluding special
attention obligors . . . . . . . . . . . . . .
Nonaccrual loans . . . . . . . . . . . . . . . .
Banks and other financial institutions:
Normal obligors . . . . . . . . . . . . . . . . .
Watch obligors excluding special
attention obligors . . . . . . . . . . . . . .
Nonaccrual loans . . . . . . . . . . . . . . . .
Total foreign . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

12,277

5,993

5,384

3,994

3,065

3,670

7,517

41,900

109
153

46
35

50
61

58
134

59
99

33
159

130
339

485
980

551

301

285

248

221

571

531

2,708

45
26

16
7

26
16

16
9

18
8

28
27

20
29

169
122

711

570

476

468

478

4,723

—

7,426

1
8

2
2

1
2

2
1

1
1

35
25

—
—

42
39

184

87

226

80

64

297

484

1,422

22
9

6
4

21
6

5
2

4
4

5
20

8
10

71
55

1,217

54

90

91

75

328

1

1,856

8

2

—

—

—
—

—
—

—
—

—
—

—
—

10
—

107

17

23

134

155

114

95

645

—
—
15,428

—
—
7,142

—
—
6,667

—
—
5,242

—
—
4,252

—
—
10,035

—
—
9,164

—
—
57,93015,317

3,891

2,142

1,954

1,024

1,312

6,731

32,371

228
31

101
19

192
13

72
18

43
11

50
32

58
11

744
135

2

1

1

1

1

3

—

9

—
—

—
—

—
—

—
—

—
—

—
—

—
—

—
—

160

188

7

32

5

2

83

477

—
—

—
—

—
—

—

—
—

—
—

—
—

—

1

1,536

265

169

91

19

4

404

2,488

8
—
17,282
32,7104—
4,469
11,611

4
—
2,528
9,195

5
—
2,174
7,416

—
—
1,103
5,355

—
—
1,403
11,438——7,287
16,451

21—
36,246
94,176

F-37

1

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Notes:(1) Special attention obligors are watch obligors with debt in TDR or 90 days or more delinquent debt. Loans to such obligors are considered
nonaccrual.
(2) The primary component of the retail portfolio segment is housing loans to individuals which obligor category is classified based on past
due status. The trigger to reclassify obligors from normal obligors to watch obligors excluding special attention obligors is when the past
due status is more than 30 days.
(3) There were no significant revolving line of credit arrangements that converted to term loans during the fiscal year ended March 31, 2022
and 2023.
(4) Corporate of foreign included ¥216 billion and ¥184 billion of lease receivables that were receivables arising from direct financing
leasing at March 31, 2022 and 2023, respectively.

Unearned income and deferred loan fees was ¥196 billion and ¥238 billion at March 31, 2022 and 2023,
respectively.
The Group uses, as a practical expedient, the fair value of the collateral when recording the net carrying amountsof loans and determining the allowance for credit losses of such loans, for which the repayment is expected to beprovided substantially through the operation or sale of the collateral, when the borrower is experiencing financial
difficulty based on the assessment as of the reporting date. As of March 31, 2023, collateral relating to theseloans was primarily comprised of real estate. There were no significant changes in the extent to which collateral
secures these loans during this fiscal year and no significant concentration of collateral against any portfolio
segment.

F-38

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Nonaccrual loans
The MHFG Group considers loans to be nonaccrual when it is probable that the Group will be unable to collect
all the scheduled payments of principal and interest when due according to the contractual terms of the loans.
The Group classifies loans to special attention, intensive control, substantially bankrupt and bankrupt obligors as
nonaccrual loans. There are no loans that are 90 days past due and still accruing. The Group does not have anyloans to borrowers that cause management to have serious doubts as to the ability of such borrowers to comply
with the present loan repayment terms for the periods presented other than those already designated as
nonaccrual loans. The table below presents nonaccrual loans information at March 31, 2022 and 2023:
Nonaccrualloans with anallowance

Amortized cost(1)Nonaccrual
Totalloans without nonaccrual
an allowance
loans

Interest
incomerecognized(2)(in billions of yen)

2022
Domestic:
Corporate:
Large companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Small and medium-sized companies . . . . . . . . . . . . . .
Retail:Housing Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

784
121

16
19

800
140

9
2

27
40

22
22

49
62

1
1

Total domestic . . . . . . . . . . . . . . . . . . . . . . . . . . .

972

79

1,051

13

Total foreign(3) . . . . . . . . . . . . . . . . . . . . . . . . . . .

110

7

117

1

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

1,082

86

1,168

14

2023
Domestic:
Corporate:
Large companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Small and medium-sized companies . . . . . . . . . . . . . .
Retail:Housing Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

961
103

19
19

980
122

16
1

22
37

17
18

39
55

1
1

Total domestic . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,123

73

1,196

19

Total foreign(3) . . . . . . . . . . . . . . . . . . . . . . . . . . .

132

4

136

4

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

1,255

77

1,332

23

Foreign:

Foreign:

Notes:(1) Amounts represent the outstanding balances of nonaccrual loans. The MHFG Group’s policy for placing loans in
nonaccrual status corresponds to the Group’s definition of nonaccrual loans.
(2) Amounts represent the amount of interest income on nonaccrual loans recognized on a cash basis and included inInterest income on loans in the consolidated statements of income.
(3) The majority of total foreign consist of corporate.

F-39

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The remaining balance of nonaccrual loans that have been partially charged off, was ¥13,046 million and¥11,314 million as of March 31, 2022 and 2023, respectively.
Troubled debt restructurings
The MHFG Group considers a loan modification to be a TDR when, for economic or legal reasons related to the
obligor’s financial difficulties, it grants a concession to the obligor that it would not otherwise consider. The
Group considers the relevant obligor to be in financial difficulty generally when its obligor rating is E2 or below.
The following table presents modified loans that were determined to be TDRs during the fiscal years ended
March 31, 2022 and 2023:
Loan forgiveness or debt toequity swaps
Recorded
investment(1) Charge-offs

Interest rate
reduction and/or
postponement ofprincipal and/orinterest(in billions of yen)

2022
Domestic:
Corporate:
Large companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Small and medium-sized companies . . . . . . . . . . . . . . . . . . .
Retail:Housing Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

6

23
—

612
125

—
—

—
—

8
22

Total domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

23

767

Total foreign(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

—

63

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

6

23

830

2023
Domestic:
Corporate:
Large companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Small and medium-sized companies . . . . . . . . . . . . . . . . . . .
Retail:Housing Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—
—

141
—

595
106

—
—

—
—

5
19

Total domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

141

725

Total foreign(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

—

66

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

—

141

791

Foreign:

Foreign:

Notes:(1) Amounts represent the book values of loans immediately after the restructurings.
(2) The majority of total foreign consist of corporate.

F-40

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Payment default is deemed to occur when the loan becomes three months past due or the obligor is downgradedto the category of substantially bankrupt or bankrupt. The following table presents payment defaults which
occurred during the fiscal years ended March 31, 2022 and 2023 with respect to the loans modified as TDRs
within the previous twelve months:
Recorded investment
2022
2023
(in billions of yen)Domestic:
Corporate:
Large companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Small and medium-sized companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retail:Housing Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8
3

95
1

1
1

1
1

Total domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

13

98

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

14

10

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

27

108

Foreign:

F-41

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Age analysis of past due loans
The table below presents an analysis of the age of the amortized cost basis in loans that are past due at March 31,
2022 and 2023:
30-59 days
past due60-89 days
past due

90 days ormore past due

Total pastdue

Current

Total(in billions of yen)
2022
Domestic:
Corporate:
Large companies . . . . . . . . . . . . . . . . . . . . . . . . . .
Small and medium-sized companies . . . . . . . . . .
Retail:Housing Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sovereign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . . . . . . . . .

—
1

—
1

27
10

27
12

42,0173,145

42,044
3,157

15
5
—
—

8
1
—
—

17
11
—
—

40
17
—
—

7,742
1,690
1,660
682

7,782
1,707
1,660
682

Total domestic . . . . . . . . . . . . . . . . . . . . . . .

21

10

65

96

56,93657,032

Total foreign(Note) . . . . . . . . . . . . . . . . . . . . .

—

—

29

29

33,23033,259Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

21

10

94

125

90,16690,291

—
—

3
—

28
9

31
9

43,3342,990

43,365
2,999

14
4
—
—

8
1
—
—

13
10
—
—

35
15
—
—

7,472
1,533
1,866
645

7,507
1,548
1,866
645

Total domestic . . . . . . . . . . . . . . . . . . . . . . .

18

12

60

90

57,84057,930Total foreign(Note) . . . . . . . . . . . . . . . . . . . . .

—

—

23

23

36,22336,246

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

18

12

83

113

94,063

94,176

Foreign:

2023
Domestic:
Corporate:
Large companies . . . . . . . . . . . . . . . . . . . . . . . . . .
Small and medium-sized companies . . . . . . . . . .
Retail:Housing Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sovereign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . . . . . . . . .

Foreign:

Note: The majority of total foreign consist of corporate.

Net losses on sales of loans
Net losses on sales of loans were ¥8,172 million, ¥3,080 million and ¥13,436 million for the fiscal years ended
March 31, 2021, 2022 and 2023, respectively. These net losses include unrealized gains and losses on loans held
for sale, representing the adjustments to the lower of cost or fair value at the end of each reporting period. The
gains and losses on sales of loans are recorded in Other noninterest income and expenses, respectively.

F-42

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
5. Allowance for credit losses on loans
Changes in Allowance for credit losses on loans by portfolio segment for the fiscal years ended March 31, 2021,
2022 and 2023 are shown below:
Domestic

Corporate

RetailBanks andother financial
Sovereigninstitutions
Foreign(2)Total(in millions of yen)

2021
Balance at beginning of fiscal year . . . . . . . . . . .

305,458 23,219

88

1,514

110,576

440,855

April 1, 2020 adoption of CECL . . . . . . . . . . . . .

63,500 74,014

79

705

17,457

155,755

Adjusted balance at beginning of fiscal year . . . .

368,958 97,233

167

2,219

128,033

596,610

Provision (credit) for credit losses on loans . . . . .

143,766 (8,558)(99)(1,596)(20,737) 112,776

Charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(33,625) (6,802)——(38,374) (78,801)

1,298

—

—

10,316(31,304) (5,504)——(28,058) (64,866)

—

—

—

6,329

6,329

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

481,420 83,171

68

623

85,567650,849

2022
Balance at beginning of fiscal year . . . . . . . . . . .

481,420 83,171

68

623

85,567650,849

Provision (credit) for credit losses on loans . . . . .

144,998 (6,895)

(6)

(227)

49,729187,599

Charge-offs(3)(32,530) (4,166)——(23,144) (59,840)

1,304

—

—

(24,912) (2,862)——

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

............................

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

2,321
—

7,618

18,754(13,312) (41,086)

—

—

42

12,413

12,455

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

601,506 73,414

62

438

134,397809,817

2023
Balance at beginning of fiscal year . . . . . . . . . . .

601,506 73,414

62

438

134,397809,817

Provision (credit) for credit losses on loans . . . . .

51,551 (5,413)

(9)

432

44,287

90,848Charge-offs(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . (153,014) (5,664)——(68,772) (227,450)

Recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,204

—

—

Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . (147,156) (4,460)——(65,358) (216,974)

Others(1)———17,26817,268505,901 63,541

53

870

130,594

700,959................................

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

—

9,832

13,935

5,858
—

3,414

10,476

Notes:(1) Others includes primarily foreign exchange translation.
(2) The majority of total foreign consist of corporate.
(3) Charge-offs increased from ¥59,840 million for the fiscal year ended March 31, 2022 to ¥227,450 million
for the fiscal year ended March 31, 2023 due mainly to a debt waiver to a domestic corporate borrower.
F-43

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
6. Premises and equipment
Premises and equipment at March 31, 2022 and 2023 consist of the following:
2022

2023

(in millions of yen)

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

571,837
737,440
373,825
208,820
21,737
1,373,035

577,755
703,655
378,015
204,835
44,393
1,366,445

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Accumulated depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . .

3,286,694
1,582,627

3,275,098
1,621,210

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

1,704,067

1,653,888

Depreciation and amortization expense for premises and equipment for the fiscal years ended March 31, 2021,
2022 and 2023 was ¥223,164 million, ¥220,436 million and ¥231,291 million, respectively.
Depreciation and amortization expense related to software was reported in General and administrative expenses,
and all other depreciation and amortization expense was reported in Occupancy expenses.
The MHFG Group recognized impairment losses of ¥7,101 million on premises and equipment for the fiscal year
ended March 31, 2021, of which ¥3,872 million was recorded in General and administrative expenses and ¥3,229
million was recorded in Occupancy expenses. Such losses included ¥3,397 million of impairment losses related
mainly to entity-wide software that is no longer to be used. In addition, ¥2,275 million of impairment losses wererecognized on real estate used mainly for certain branches in Global Corporate Company or Retail & BusinessBanking Company. This real estate is either no longer being used or the carrying amount is not recoverable.
The MHFG Group recognized impairment losses of ¥13,500 million on premises and equipment for the fiscal
year ended March 31, 2022, of which ¥433 million was recorded in General and administrative expenses and¥13,067 million was recorded in Occupancy expenses. Such losses included ¥12,976 million of impairment
losses related mainly to real estate used for the entity-wide assets. This real estate is either no longer being usedor the carrying amount is not recoverable.
The amount of impairment losses on premises and equipment for the fiscal year ended March 31, 2023 was not
significant.

F-44

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
7. Goodwill and intangible assets
Goodwill
The changes in Goodwill during the fiscal years ended March 31, 2021, 2022 and 2023 are as follows:
2021

2022

2023

(in millions of yen)

Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment losses recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

92,997—(302)
92,69592,695——92,69592,695233—
92,928Gross amount of goodwill(Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated impairment losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

167,552
74,857

161,993
69,298163,20970,281

Note: Goodwill is recorded at a designated reporting unit level for the purpose of assessing impairment.
Goodwill is not allocated to the reportable segments in Note 30 “Business segment information.”
Intangible assets
The table below presents the gross carrying amount, accumulated amortization and net carrying amount ofintangible assets, at March 31, 2022 and 2023:
2022

2023

Gross
carrying
amountNet
Grosscarrying carrying
amountamount(in millions of yen)

Accumulated
amortization

Accumulated
amortization

Net
carrying
amountIntangible assets subject to amortization:
Customer relationships(Note) . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . .

126,979
1,468

87,277
1,237

39,702
231

130,124
2,883

94,777
1,408

35,347
1,475

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

128,447

88,51439,933133,007

96,18536,822Intangible assets not subject to amortization:
Total . . . . . . . . . . . . . . . . . . . . . . . .

8,006

—

8,006

7,859

—

7,859

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

136,453

88,51447,939140,866

96,18544,681

Note: Customer relationships were mainly acquired in connection with the merger of MHSC and Shinko on
May 7, 2009 and the integration among asset management companies on October 1, 2016. See Note 1“Basis of presentation and summary of significant accounting policies” for further information.
For the fiscal years ended March 31, 2021, 2022 and 2023, the MHFG Group recognized ¥8,513 million,¥7,961 million and ¥7,706 million, respectively, of amortization expense in respect of intangible assets, reported
in Other noninterest expenses.

F-45

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The table below presents the estimated aggregate amortization expense in respect of intangible assets for the next
five years:(in millions of yen)

Fiscal year ending March 31:
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7,210
6,698
6,194
5,564
2,559

8. Pledged assets and collateral
The following amounts, by balance sheet classification, have been pledged as collateral for borrowings and forother purposes at March 31, 2022 and 2023:
2022
2023
(in billions of yen)Interest-bearing deposits in other banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

75
5,426
8,091
9,056
3,023

92
7,830
12,4528,715
2,059

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

25,671

31,148The associated liabilities collateralized by the above assets at March 31, 2022 and 2023 are summarized below:
2022
2023
(in billions of yen)

Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payables under repurchase agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payables under securities lending transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

910
5,864
645
5,113
542

988
10,542
721
1,003
2,173

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

13,074

15,427The 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 branches and subsidiaries engaged in banking businesses inforeign countries. These amounts are deemed to be restricted cash. At March 31, 2022 and 2023, the deposit
amounts maintained with the BOJ and foreign central banks, which were included in Cash and due from banks
and Interest-bearing deposits in other banks, were ¥48,897 billion and ¥64,993 billion, respectively. Thesebalances included the reserve funds required to be maintained by the MHFG Group, which amounted to¥1,678 billion and ¥1,701 billion at March 31, 2022 and 2023, respectively.
At March 31, 2022 and 2023, the MHFG Group had received collateral that can be sold or repledged, with a fairvalue of ¥16,632 billion and ¥15,529 billion, respectively, of which ¥14,865 billion and ¥13,379 billion,
respectively, was sold and repledged. Such collateral was primarily obtained in connection with resale orsecurities borrowing agreements, and was generally used as collateral for repurchase or securities lending
agreements, or to cover short sales. This collateral received isn’t recognized on balance sheet.
F-46

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
9. Deposits
The balance and remaining maturities of time deposits and certificates of deposit issued by domestic and foreign
offices at March 31, 2023 are shown in the following table:Timedeposits

Certificates ofdepositTotal(in millions of yen)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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

18,355,950
1,376,534
976,153
240,172
314,567
219,492

6,056,971
174,580500———

24,412,921
1,551,114
976,653
240,172
314,567
219,492

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

21,482,868

6,232,051

27,714,919

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

22,436,741
25,12015,99923,404160
1,421

7,185,063
281,524
89,710———29,621,804
306,644
105,70923,404160
1,421

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

22,502,845

7,556,297

30,059,142

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

43,985,713

13,788,348

57,774,061

The aggregate estimated amounts of time deposits and certificates of deposit that meet or exceed insurance limit
issued by domestic and foreign offices at March 31, 2022 and 2023 are shown in the following table:
2022

2023

(in billions of yen)Domestic offices:Time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certificates of deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10,437
10,448

13,977
6,232

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

20,88520,209Foreign offices:Time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certificates of deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

18,505
6,421

22,503
7,556

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

24,92630,059The aggregate amount of demand deposits in overdraft status that have been reclassified as loan balances at
March 31, 2022 and 2023 was ¥585 billion and ¥586 billion, respectively.
10. Due to trust accounts
MHTB holds assets on behalf of its customers in an agent, fiduciary or trust capacity. Such trust account assets
are not the MHFG Group’s proprietary assets and are managed and accounted for separately. However, the cash
F-47

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
in individual trust accounts is often placed with MHTB for the customers’ short-term investment needs. Theseamounts which MHTB owes to the trust accounts are recorded as Due to trust accounts.
11. Short-term borrowings and long-term debt
Short-term borrowings
Short-term borrowings consist of Due to trust accounts, Call money and funds purchased, Payables under
repurchase agreements and securities lending transactions, and Other short-term borrowings.
Details of Other short-term borrowings at March 31, 2022 and 2023 are as follows:
2022

2023

(in millions of yen)

Short-term notes issued by consolidated VIEs of asset-backed commercial paper
programs(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commercial paper and short-term notes issued by MHFG’s subsidiaries(1) (2) . . . . . . .
Borrowings from the Bank of Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

46,6682,266,360
5,105,225
148,518

41,142
2,218,111
876,036
262,040

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

7,566,771

3,397,329

Notes:(1) Short-term notes are issued under the laws of Japan in the form of commercial paper.
(2) The amounts of commercial paper and short-term notes issued by MHFG’s subsidiaries were
¥1,775,860 million and ¥490,500 million, respectively, at March 31, 2022, and ¥1,782,111 million and¥436,000 million, respectively, at March 31, 2023.
Long-term debt
Long-term debt with original maturities of more than one year at March 31, 2022 and 2023 is comprised of thefollowing:
2022

2023

(in millions of yen)

Obligations under finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loan participation borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Senior borrowings and bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subordinated borrowings and bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4,621
220,3128,600,493
3,752,790

6,863
245,176
11,245,475
3,395,509

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

12,578,216

14,893,023

F-48

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table presents the interest rates and maturities of senior borrowings and bonds, and subordinatedborrowings and bonds:
Interest rates (1)Maturities (2)(%)

Senior borrowings and bonds:
fixed rate denominated in Japanese yen . . . . .
fixed rate denominated in U.S. dollars . . . . . .
fixed rate denominated in other currencies . . .
floating rate denominated in Japanese yen . . .
floating rate denominated in U.S. dollars . . . .
floating rate denominated in othercurrencies . . . . . . . . . . . . . . . . . . . . . . . . . . .

2023(in millions of yen)

0.00-6.20
0.00-5.75
0.00-5.92
0.00-25.00
0.00-32.80

Apr.2023-Jun.2051
Apr.2023-Mar.2048
Apr.2023-May.2041
Apr.2023-Sep.2081
Apr.2023-Feb.2068

1,032,194
3,581,901
1,223,991
582,430
2,001,616

2,819,085
3,692,271
1,948,714
569,173
2,058,714

0.10-12.00

Apr.2023-Sep.2041

178,361

157,518

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subordinated borrowings and bonds:
fixed rate denominated in Japanese yen . . . . .
fixed rate denominated in U.S. dollars . . . . . .

2022

8,600,493 11,245,475
0.39-4.26
2.56-4.70

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

Jun.2023-PerpetualMar.2024-Sep.2031

3,171,343
581,447

2,961,504
434,005

3,752,790

3,395,509

12,353,283 14,640,984

Notes:(1) The interest rates disclosed reflect the range of contractual rates in effect at March 31, 2023.
(2) Maturity information disclosed is the range of maturities at March 31, 2023.
(3) None of the long-term debt issuances above are convertible to common stock.
(4) 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.
The following is a summary of contractual maturities of long-term debt subsequent to March 31, 2023:(in millions of yen)

Fiscal year ending March 31:
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2029 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,177,938
3,757,328
702,968
1,428,227
1,291,313
6,535,249

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

14,893,023

F-49

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
12. Other assets and liabilities
The following table sets forth the details of other assets and liabilities at March 31, 2022 and 2023:
2022

2023

(in millions of yen)

Other assets:
Accounts receivable:
Receivables from brokers, dealers and customers for securities transactions . . 3,049,874 4,469,286
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
557,842468,344
Collateral pledged:
Collateral pledged for derivative transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,549,483
988,881
Margins provided for futures contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
466,531
183,747
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,006,849
890,350
Prepaid pension cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
762,147
768,998
Right-of-use assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
570,171549,668
Security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
91,766
83,343Loans held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
156,639
228,995
Other(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
775,940 1,069,348
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8,987,242

Other liabilities:
Accounts payable:
Payables to brokers, dealers and customers for securities transactions . . . . . . . 1,406,965
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
494,538
Guaranteed trust principal(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
810,776
Lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
593,339
Collateral accepted:
Collateral accepted for derivative transactions . . . . . . . . . . . . . . . . . . . . . . . . . . 1,075,591
Margins accepted for futures contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
327,883
Unearned income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
113,181
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,437,949
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6,260,222

9,700,960

1,799,116
527,493
817,448
571,087
1,008,083
81,925
112,077
1,399,466
6,316,695

Notes:(1) As of March 31, 2023, the MHFG Group included premises and equipment classified as held for sale in
Other.
(2) Guaranteed trust principal, included in All other liabilities in the disclosure about consolidated VIEs in theaccompanying balance sheets, is a liability of certain consolidated trust arrangements that meet thedefinition of a VIE for which the MHFG Group provides guarantees for the repayment of principal. See
Note 23 “Variable interest entities and securitizations” for further discussion of the guaranteed principal
money trusts.

F-50

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
13. Preferred stock
The composition of preferred stock at March 31, 2021, 2022 and 2023 is as follows:
2021
Authorized

Issued2022
Authorized

Class XIV preferred stock . . . . . . . . . . . . . . .
90,000,000
Class XV preferred stock . . . . . . . . . . . . . . . 90,000,000
Class XVI preferred stock . . . . . . . . . . . . . . . 150,000,000———

90,000,000
90,000,000
150,000,000

Class of stock

Issued2023
Authorized

Issued90,000,000
90,000,000
150,000,000———(number of shares)———

Holders or registered pledgees of preferred stock are entitled to receive annual dividends, and distribution ofresidual assets of MHFG as set out above at the liquidation value per share, prior 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.
There was no change in balance of the preferred stock in the fiscal years ended March 31, 2021, 2022 and 2023.
14. Common stock
The following table shows the changes in the number of issued shares of common stock during the fiscal years
ended March 31, 2021, 2022 and 2023:
2021

2022

2023

(shares)

Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . .
Issuance of new shares of common stock due to exercise ofstock acquisition rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,539,249,894

2,539,249,894

2,539,249,894

—

—

—

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

2,539,249,894

2,539,249,894

2,539,249,894

15. Dividends
The amount available for dividends under Japan’s Companies Act 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, 2023, MHFG’s capital stock, capital surplus and retained earnings were ¥2,256,768 million,¥1,196,660 million and ¥2,214,748 million, respectively, under Japanese GAAP.
Pursuant to the Companies Act, 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 one-quarter of its capital stock. MHFG’s legal reserve at March 31, 2023 was ¥1,201,010 million, of
which ¥1,196,660 million was included in capital surplus and ¥4,350 million in retained earnings.
In addition to the provision that requires an appropriation for the legal reserve, the Companies Act and Japan’s
Banking Act impose certain limitations on the amount available for dividends. Under the Companies Act,
MHFG’s maximum amount available for dividends, at March 31, 2023, was ¥2,203,318 million, based on the
F-51

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
amount recorded in MHFG’s general books of account under Japanese GAAP. Under the Banking Act andrelated 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
capital requirements. See Note 17 “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, if any are outstanding.
16. Accumulated other comprehensive income (loss), net of tax
Changes in each component of AOCI for the fiscal years ended March 31, 2021, 2022 and 2023 are as follows:
2021

2022

2023

(in millions of yen)

AOCI, balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net unrealized gains (losses) on available-for-sale securities:
Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized holding gains (losses) during year . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: reclassification adjustments for losses (gains) included in net income . .

(9,494) 318,114

440,112(19,592) (8,173) (25,046)(4,911) (35,922) (7,472)
16,33019,0491,434

Change during year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

11,419(16,873)(6,038)

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

(8,173) (25,046) (31,084)

Foreign currency translation adjustments:
Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustments during year . . . . . . . . . . . . . . . . . . . .
Less: reclassification adjustments for losses (gains) included in net income . .

(109,872) (86,873) 94,104
22,704 181,722 133,556
295
(745)
—

Change during year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

22,999180,977

133,556

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

(86,873)

94,104

227,660

Defined benefit plan adjustments:
Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized gains (losses) during year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: reclassification adjustments for losses (gains) included in net income . .

69,455 397,153 355,355
331,668 (22,825) 86,326(3,970) (18,973) (18,004)

Change during year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

327,698(41,798)

68,322

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

397,153355,355

423,677

Own credit risk adjustments :Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized gains (losses) during year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: reclassification adjustments for losses (gains) included in net income . .

50,515(30,345)(4,163)16,007(858)
550

15,69912,688755

Change during year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(34,508)(308)

13,443

Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total other comprehensive income (loss), net of tax attributable to MHFG
shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

16,007

15,69929,142

327,608

121,998

209,283

AOCI, balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

318,114440,112649,395

F-52

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table shows the amounts reclassified out of AOCI into net income during the fiscal year ended
March 31, 2023:

Beforetax (1)Taxeffect (2)Net of tax
beforeNet of tax
Net of tax
allocation to attributable to attributablenoncontrolling noncontrolling to MHFG
interests
interests (2)shareholders(in millions of yen)Amounts reclassified out of
AOCI into net income:Net unrealized gains(losses) on
available-for-salesecurities . . . . . . . . . . (1,739)
305
Defined benefit planadjustments . . . . . . . . 25,840 (7,848)
Own credit risk
adjustments . . . . . . . . (1,089)
334
Total . . . . . . . . . . . . . . . . . . . . 23,012(7,209)(1,434)—

17,992

12

(755)

—

Affected line items in
the consolidated
statements of income:Investment gains(losses)—net
Other noninterest(1,434) income
Salaries and employee
18,004 benefits
Other noninterest(755) income (expenses)

15,80312

15,815

Notes:(1) The financial statement line item in which the amounts in the before tax column are reported in the
consolidated statements of income is listed to the right of the table.
(2) The financial statement line items in which the amounts in the tax effect and the net of tax attributable tononcontrolling interest columns are reported in the consolidated statements of income are Income tax
expense (benefit) and Net income (loss), respectively.
17. Regulatory matters
Regulatory capital requirements
MHFG, MHBK, and MHTB are subject to regulatory capital requirements supervised by the Financial Services
Agency in accordance with the provisions of Japan’s Banking Act and related regulations. Certain foreign banking
subsidiaries are subject to regulation and control by local supervisory authorities, including central banks. Failure tomeet 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 condition and results of operations.
The capital adequacy guidelines applicable to Japanese banks and bank holding companies with international
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 and stability of Japanesebanks.
In December 2010, Basel Committee on Banking Supervision (“BCBS”) issued the Basel III rules text, whichbuilds on the International Convergence of Capital Measurement and Capital Standards document (“Basel II”), tostrengthen the regulation, supervision and risk management of the banking sector. Basel III rules text presents thedetails of global regulatory standards on bank capital adequacy and liquidity. The rules text sets out higher andbetter-quality capital, better risk coverage, introduction of a leverage ratio as a backstop to the risk-based
requirement, measures to promote the build-up of capital that can be drawn down in periods of stress, andintroduction of two global liquidity standards.
F-53

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The Financial Services Agency’s capital adequacy guidelines became effective from March 31, 2013, which
generally reflect the rules in the Basel III rules text that have been applied from January 1, 2013.
There are three primary regulatory capital ratios used to assess capital adequacy: Common Equity Tier 1, Tier 1
and Total risk-based capital ratios. The ratios are comprised of Common Equity Tier 1 capital, Tier 1 capital(Common Equity Tier 1 capital and Additional Tier 1 capital) and total risk-based capital (Tier 1 and Tier 2
capital) divided by risk-weighted assets. Common Equity Tier 1 capital primarily consists of common stock,capital surplus, retained earnings and AOCI. Regulatory adjustments including certain intangible fixed assets,such as goodwill, and defined-benefit pension fund assets will be deducted from Common Equity Tier 1.
Additional Tier 1 capital generally consists of Basel III compliant preferred securities and other capital that meets
Tier 1 requirements under Basel II standards, net of regulatory adjustments. Tier 2 capital generally consists ofBasel III compliant deferred obligations, such as subordinated debts, capital that meets Tier 2 requirements under
Basel II standards, certain allowances for credit losses and noncontrolling interests in subsidiaries’ Tier 2
instruments.
Under the revised guidelines, the minimum capital adequacy ratio is 8% on both a consolidated andnon-consolidated basis for banks with international operations, such as MHBK and MHTB, or on a consolidated
basis for bank holding companies with international operations, such as MHFG. Within the minimum capital
adequacy ratio, the Common Equity Tier 1 capital requirement is 4.5% and the Tier 1 capital requirement is
6.0%.
In November 2015, the Financial Services Agency published the revised capital adequacy guidelines and related
ordinances to introduce the capital buffer requirements under the Basel III rules for Japanese banks and bankholding companies with international operations, which include the capital conservation buffer, thecountercyclical capital buffer and the additional loss absorbency requirements for global systemically importantbanks (“G-SIBs”) and domestic systemically important banks (“D-SIBs”). These guidelines have become
effective on March 31, 2016. The capital conservation buffer, the countercyclical capital buffer and the additionalloss absorption capacity requirement for G-SIBs and D-SIBs must be met with Common Equity Tier l capital
under the revised guidelines, and if such buffer requirements are not satisfied, a capital distribution constraints
plan is required to be submitted to the Financial Services Agency and carried out. The capital conservation buffer
became fully effective in March 2019 at 2.5%. In addition, subject to national discretion by the respective
regulatory authorities, if the relevant national authority judges a period of excess credit growth to be leading to
the build-up of system-wide risk, a countercyclical capital buffer ranging from 0% to 2.5% would also be
imposed on banking organizations. The countercyclical capital buffer is a weighted average of the buffers
deployed across all the jurisdictions to which the banking organization has credit exposures. Further, MHFG iscurrently designated as both a G-SIB and D-SIB, and the additional loss absorption capacity requirement applied
to MHFG was 1.0%. The additional loss absorption capacity requirement was the same as that imposed by the
Financial Stability Board, which became fully effective in March 2019 at 1.0%.
Leverage ratio
The leverage ratio framework is critical and complementary to the risk-based capital framework that will help
ensure broad and adequate capture of both on- and off-balance sheet sources of banks’ leverage.
Basel III’s leverage ratio is defined as the capital measure (numerator) divided by the exposure measure(denominator) and is expressed as a percentage. The capital measure for the leverage ratio is the Tier 1 capital of
the risk-based capital framework, and the exposure measure is the sum of the on-balance sheet exposures,
derivative exposures, securities financing transaction exposures and off-balance sheet items.
F-54

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
In March 2019, the Financial Services Agency published the revised leverage ratio framework and the minimum
leverage ratio is defined as 3% on both a consolidated and non-consolidated basis for banks with international
operations, such as MHBK and MHTB, or on a consolidated basis for bank holding companies with international
operations, such as MHFG.
The leverage ratio buffer requirement for G-SIBs under the finalized Basel III reforms were implemented inJapan from March 2023. The leverage ratio requirements under the finalized definition and the Pillar 3 disclosure
requirements are scheduled to be implemented in Japan from March 2024, except for banks that have notified the
Financial Services Agency that they wish to implement the Basel III finalization framework earlier. Furthermore,
the Financial Services Agency published amendments to the regulatory notices regarding leverage ratio
requirements and the leverage ratio buffer requirement for G-SIBs under the Basel III finalization framework and
the Pillar 3 disclosure requirements described above on July 15, 2022.
In June 2020, in coordination with the monetary policy of the Bank of Japan in response to the impact of
COVID-19, the Financial Services Agency amended the leverage ratio regulations which introduced thetemporary measures to exclude amounts of deposits to the Bank of Japan from the calculation of the leverage
ratio from June 30, 2020 until March 31, 2021, due to the uncertainty on the impact of COVID-19. The
implementation period of such temporary measures has been extended twice at March 31, 2021 and in March2022 to the end of March 2024.
The capital requirements and regulatory adjustments are being phased in over a transitional period as follows:
March
2022

Minimum Common Equity Tier 1 capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Minimum Tier 1 capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Minimum total capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital conservation buffer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Countercyclical capital buffer(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional loss absorbency requirements for G-SIBs and D-SIBs(2) . . . . . . . . . . .
Minimum Leverage Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

March
2023

March
2024

March
2025

4.5% 4.5% 4.5% 4.5%
6.0% 6.0% 6.0% 6.0%
8.0% 8.0% 8.0% 8.0%
2.5% 2.5% 2.5% 2.5%
0.01% 0.06% 0.06% 0.06%
1.0% 1.0% 1.0% 1.0%
3.0% 3.5%(3) 3.5%(3) 3.7%(3)Notes:(1) Figures assume that the countercyclical capital buffer will continue to be 0.06% after March 2024.
(2) Figures assume that the additional loss absorbency requirements applied to the Group as a G-SIB and
D-SIB continue to be 1.0% on a fully effective basis in future years.
(3) This figure includes a leverage ratio buffer required to be met at 50% of the additional loss absorbency
requirements applied to the Group as a G-SIB under the finalized Basel III reforms.
If the capital adequacy ratio and leverage ratio of a financial institution falls below the required level, theFinancial Services Agency 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
condition and results of operations.

F-55

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Capital adequacy ratios and leverage ratios of MHFG, MHBK, and MHTB as of March 31, 2022 and 2023
calculated in accordance with Japanese GAAP and the guidelines established by the Financial Services Agency
are set forth in the following table:
2022
Amount2023
Ratio

AmountRatio(in billions of yen, except percentages)

Consolidated:
MHFG:
Common Equity Tier 1 capital:
Required(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tier 1 capital:
Required(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total risk-based capital:
Required(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leverage Ratio(2):Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
MHBK:Common Equity Tier 1 capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tier 1 capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total risk-based capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leverage Ratio(2):Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
MHTB:Common Equity Tier 1 capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tier 1 capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total risk-based capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leverage Ratio(2):Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-consolidated:
MHBK:
Common Equity Tier 1 capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tier 1 capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total risk-based capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leverage Ratio(2):Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-56

5,184
8,067

8.01
12.46

5,676
8,315

8.06
11.80

6,155
9,713

9.51
15.00

6,733
9,803

9.56
13.91

7,450
11,351

11.51
17.53

8,142
11,306

11.56
16.05

6,389
9,713

3.00
4.56

7,680
9,803

3.50(3)
4.46

2,683
6,968

4.50
11.68

2,941
6,873

4.50
10.51

3,578
8,604

6.00
14.42

3,922
8,356

6.00
12.78

4,771
10,150

8.00
17.02

5,229
9,769

8.00
14.94

5,971
8,604

3.00
4.32

6,216
8,356

3.00
4.03

79
442

4.50
25.18

77
444

4.50
25.94

105
442

6.00
25.18

102
444

6.00
25.94

140
442

8.00
25.18

137
444

8.00
25.95

130
442

3.00
10.20

125
444

3.00
10.61

2,528
6,293

4.50
11.20

2,751
5,981

4.50
9.78

3,370
7,919

6.00
14.09

3,668
7,450

6.00
12.18

4,494
9,483

8.00
16.88

4,891
8,853

8.00
14.48

5,570
7,919

3.00
4.26

5,767
7,450

3.00
3.87

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
2022
Amount2023
Ratio

AmountRatio(in billions of yen, except percentages)

MHTB:
Common Equity Tier 1 capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tier 1 capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total risk-based capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leverage Ratio(2):Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

78
425

4.50
24.40

76
425

4.50
25.10

104
425

6.00
24.40

101
425

6.00
25.10

139
425

8.00
24.40

135
425

8.00
25.11

126
425

3.00
10.09

122
425

3.00
10.44

Notes:
(1)

(2)
(3)

The required ratios disclosed above, at March 31, 2022, include the capital conservation buffer of 2.5%, the countercyclical capital
buffer of 0.01% and the additional loss absorbency requirements for G-SIBs and D-SIBs of 1.0%. The required ratios disclosed above,at March 31, 2023, include the capital conservation buffer of 2.5%, the countercyclical capital buffer of 0.06% and the additional loss
absorbency requirements for G-SIBs and D-SIBs of 1.0%. These are all in addition to the regulatory minima. The respective required
amounts are determined by applying the ratios to the sum of the risk weighted assets and certain other risk amounts.
The required and actual amounts disclosed above at March 31, 2022 and 2023 exclude amounts of deposits to the Bank of Japan.
The required ratio disclosed above, at March 31, 2023, includes a leverage ratio buffer required to be met at 50% of the additional loss
absorbency requirements applied to the Group as a G-SIB under the finalized Basel III reforms.

MHFG’s securities subsidiary in Japan is also subject to the capital adequacy requirement under Japan’s
Financial Instruments and Exchange Act. Under this requirement, securities firms must maintain a minimum
capital adequacy ratio of 120% calculated as a percentage of capital accounts less certain assets, as calculatedusing Japanese GAAP figures, 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 less than 100% may lead to a temporary suspension of all or part of the business operations
and further, to the cancellation of the license to act as a securities broker and dealer.
Management believes, as of each latest balance sheet date, that MHFG, MHBK, MHTB, and their securities
subsidiary in Japan and foreign banking subsidiaries were in compliance with all capital adequacy requirements
to which they were subject.
Business improvement orders
MHFG and MHBK received business improvement orders dated November 26, 2021 from the Financial Services
Agency of Japan pursuant to Clause 1 of Article 52-33 and Clause 1 of Article 26 of the Banking Act of Japan, inregard to the series of IT system failures that have occurred from February to September 2021. In response tothis, MHFG and MHBK submitted the business improvement plans to the Financial Services Agency of Japan.
MHFG and MHBK have been implementing measures to prevent further incidents based on the business
improvement plans and building up crisis response capability in a multidimensional manner. See Note 22“Commitments and contingencies” for further information on the impact that these orders have on the
consolidated financial statements.

F-57

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
18. Earnings per common share
The following table sets forth the computation of basic and diluted earnings per common share for the fiscal
years ended March 31, 2021, 2022 and 2023:
2021

2022

2023

(in millions of yen)

Net income (loss):
Net income (loss) attributable to MHFG common shareholders . . . . . .

581,765(104,722)(14,009)

Effect of dilutive securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

—

—

Net income (loss) attributable to common shareholders after
assumed conversions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

581,765(104,722)(14,009)

2021

2022

2023

(thousands of shares)

Shares:
Weighted average common shares outstanding . . . . . . . . . . . . . . . . . . .

2,537,513

2,537,051

2,536,596

Effect of dilutive securities:
Stock options and the common shares of MHFG under the stockcompensation programs(Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

89

—

—

Weighted average common shares after assumed conversions . . . .

2,537,602

2,537,051

2,536,596

2022

2023

2021

(in yen)

Earnings per common share:
Basic net income (loss) per common share . . . . . . . . . . . . . . . . . . . . . . .

229.27(41.28)(5.52)

Diluted net income (loss) per common share(Note) . . . . . . . . . . . . . . . . .

229.26(41.28)(5.52)

Note: For the fiscal years ended March 31, 2021, 2022 and 2023, the performance-based plan under the stockcompensation programs could potentially dilute earnings per common share but were not included in thecomputation of diluted earnings per common share due to their antidilutive effects. In addition, for the
fiscal years ended March 31, 2022 and 2023, the computation of diluted earnings per common share did
not assume exercise of stock options, as the effect of such exercise would be antidilutive due to net loss.

F-58

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
19. Income taxes
Income tax expense (benefit)
The following table presents the components of Income tax expense (benefit) for the fiscal years ended
March 31, 2021, 2022 and 2023:
2021

2022

2023

(in millions of yen)

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

81,02378,992

42,401
71,94722,015
156,969

Total current tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

160,015

114,348

178,984

Deferred:
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

55,927(5,226)(256,093)
728(146,721)
2,879

Total deferred tax expense (benefit) . . . . . . . . . . . . . . . . . . . . .

50,701(255,365)(143,842)

Total income tax expense (benefit) . . . . . . . . . . . . . . . . . .

210,716(141,017)

35,142The preceding table does not reflect the tax effects of items recorded directly in Equity for the fiscal years ended
March 31, 2021, 2022 and 2023. The detailed amounts recorded directly in Equity are as follows:
2021

2022
(in millions of yen)2023

Net unrealized gains (losses) on available-for-sale securities:
Unrealized gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: reclassification adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2,810)
7,195(16,489)
8,504(4,276)305

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

4,385(7,985)(3,971)

Defined benefit plan adjustments:
Unrealized gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: reclassification adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . .

143,653(1,424)(9,020)(7,748)37,661(7,848)

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

142,229(16,768)

29,813Own credit risk adjustments:
Unrealized gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: reclassification adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . .

919(1,911)

1,745
271

5,630
334

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

(992)

2,016

5,964

Total tax effect before allocation to noncontrolling interests . . . . . . . . . .

145,622(22,737)

31,806F-59

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Reconciliation of Income tax expense (benefit)
The following table shows a reconciliation of Income tax expense at the effective statutory tax rate to the actual
income tax expense for the fiscal years ended March 31, 2021, 2022 and 2023:
2021

2022

2023

Effective 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 . . . . . . . . . . . . .
Noncontrolling interest income (loss) of consolidated VIEs . . . .
Effect of enacted change in tax rates . . . . . . . . . . . . . . . . . . . . . . .
Reversal of outside basis differences . . . . . . . . . . . . . . . . . . . . . . .
Foreign tax credit and payments . . . . . . . . . . . . . . . . . . . . . . . . . .
Income excluded from taxable income of enterprise tax . . . . . . . .
Controlled foreign company rules . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

30.62%(0.72)
0.07(0.90)(3.83)
0.34(6.83)(0.02)—
0.16(0.49)
0.71
1.37

30.62%
4.21(0.34)
3.31(6.68)(2)(2.22)(2.10)
0.01
50.59(2)(16.59)2.86(1.66)(3.86)

30.62%(14.23)
1.63(12.95)(5.95)
8.32(15.48)(0.05)—
55.14(14.96)2.68
16.04

Effective income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

20.48%

58.15%

50.81%

Notes:(1) The presentation of the table is changed from amount basis to percentage basis from the fiscal year ended
March 31, 2023. Certain comparative amounts for the prior period have been reclassified in order toconform to the current period’s presentation.
(2) These amounts for the fiscal year ended March 31, 2022 mainly represent the reversal of an outside basis
difference related to the share buyback conducted by MHSC in response to improving the capital position
and aligning to the MHFG Group’s capital policy and the related increase in the valuation allowance.

F-60

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Deferred tax assets and liabilities
The components of net deferred tax assets at March 31, 2022 and 2023 are as follows:
2022
2023
(in millions of yen)

Deferred tax assets:
Allowance for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net operating loss carryforwards(1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

292,277
183,537
118,242
52,32165,051
8,313
183,410
223,564

270,423
176,304
173,793
161,141
53,531
13,020168,387
255,557

Valuation allowance(1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,126,715(163,164)

1,272,156(198,800)

Deferred tax assets, net of valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . .

963,551

1,073,356

Deferred tax liabilities:
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid pension cost and accrued pension liabilities . . . . . . . . . . . . . . . . . . . . . .
Right-of-use assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

213,398
221,256
176,591
104,020

264,147
224,173
169,353
54,515

Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

715,265

712,188

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

248,286

361,168

Notes:(1) The amount includes ¥73,736 million and ¥49,393 million related to MHSC’s net operating loss carryforwards resulting
mainly from the organizational restructuring of certain foreign subsidiaries as of March 31, 2022 and 2023, respectively.
The tax effect of the net operating loss carryforwards is substantially offset by ¥46,734 million and ¥43,488 million,
respectively, of valuation allowance as a result of considering all available evidence regarding sources of future taxable
income including historical trends in taxable income in the preceding periods and forecasted taxable income.
(2) The amount includes ¥26,633 million and ¥24,978 million related to MHFG’s net operating loss carryforwards resulting
mainly from intercompany capital transactions in relation to the share buyback conducted by MHSC as of March 31,
2022 and 2023, respectively. The tax effect of the net operating loss carryforwards is substantially offset by¥24,675 million and ¥24,978 million, respectively, of valuation allowance as a result of considering all available
evidence regarding sources of future taxable income including historical trends in taxable income in the preceding
periods and forecasted taxable income.

Deferred tax assets and deferred tax liabilities within the same tax jurisdiction have been netted for presentation
purposes in the consolidated balance sheets.
As of March 31, 2023, the accumulated amount of undistributed earnings that will be indefinitely reinvested andthe unrecognized deferred tax liabilities related to such subsidiaries are approximately ¥349 billion and¥36 billion, respectively.

F-61

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table and accompanying footnotes provide a breakdown of deferred tax assets and the valuation
allowance recognized in respect of net operating loss carryforwards by tax jurisdiction and by year of expiration
as of March 31, 2022 and 2023:
Deferred tax assets

Valuation allowance

Deferred tax assets,
net of valuation allowance(in billions of yen)

2022
Japan(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The United States . . . . . . . . . . . . . . . . . . . . . . . . . .
The United Kingdom(2) . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

106
1
75
1

(77)
—
(75)
—

29
1
—
1

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

183

(152)

31

2023
Japan(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The United States . . . . . . . . . . . . . . . . . . . . . . . . . .
The United Kingdom(2) . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

89
1
77
1

(75)
—
(77)
—

14
1
—
1

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

168

(152)

16

Notes:(1) ¥74 billion of the Japan deferred tax assets of ¥106 billion is related to MHSC, which is substantially offset
by a valuation allowance, and will expire during the fiscal year ending March 31, 2026. ¥27 billion of theJapan deferred tax assets of ¥106 billion is related to MHFG, which is substantially offset by a valuation
allowance, and will mostly expire during the fiscal year ending March 31, 2032.
(2) The United Kingdom net operating loss carryforwards may be carried forward indefinitely for tax purposes.
(3) ¥49 billion of the Japan deferred tax assets of ¥89 billion is related to MHSC, which is substantially offset
by a valuation allowance, and will expire during the fiscal year ending March 31, 2026. ¥25 billion of theJapan deferred tax assets of ¥89 billion is related to MHFG, which is substantially offset by a valuation
allowance, and will mostly expire during the fiscal year ending March 31, 2032.
Determination of valuation allowance
In accordance with ASC 740, when the MHFG Group determines whether and to what extent a valuation
allowance is needed, the Group considers all available evidence, both positive and negative, to estimate futuretaxable income. In this regard, the Group considers reversals of existing taxable temporary differences, projected
future taxable income (exclusive of reversals of existing temporary differences) and qualifying tax-planning
strategies to be possible sources of future taxable income. The Group considers the specific pattern and timing of
future reversals of existing taxable and deductible temporary differences on available-for-sale securities andequity securities to constitute a prudent and feasible tax-planning strategy and strong positive evidence. The
Group has the ability to control when its available-for-sale securities and equity securities with unrealized gains
and losses are sold in order to accelerate or decelerate taxable or deductible amounts. The Group also has a long
history of effecting such sales as necessary in order to utilize net operating loss carryforwards or otherwise
realize deferred tax assets.

F-62

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Positive evidence includes the Group’s results of operations for the current and preceding years on an overall
consolidated basis and for most of the principal subsidiaries. In particular, the strong results of operations inrecent years of MHFG’s principal banking subsidiaries in Japan represent positive evidence that can beobjectively verified.
Negative evidence includes the existence of significant amounts of net operating loss carryforwards orcumulative losses recorded at certain entities, and the expiration of unused net operating loss carryforwards inrecent years.
A valuation allowance is recorded against deferred tax assets as of the balance sheet date to the extent the Groupestimates it is more likely than not that sufficient future taxable income is not available to realize such deferred
tax assets. As the Group did not apply a consolidated taxation system for the fiscal year ended March 31, 2021,
with a few exceptions of certain subsidiaries, deferred tax assets and liabilities are calculated separately for eachlegal entity. The Group has applied the consolidated taxation system from the fiscal year ended March 31, 2022
and has shifted to the Japanese Group Relief System beginning with the fiscal year ended March 31, 2023. A
consolidated basis for corporate income taxes results in the reporting of taxable income or loss based upon the
combined profits or losses of the parent company and its wholly-owned domestic subsidiaries. Therefore, whencalculating deferred tax assets and liabilities and valuation allowance as of March 31, 2021, the Groupconsidered the effect of the change to the consolidated taxation system. Also, when calculating deferred tax
assets and liabilities and valuation allowance as of March 31, 2022, the Group considered the effect of the shift to
the Japanese Group Relief System. The impact of the shift to the Japanese Group Relief System was not material
to the consolidated financial statements. The changes in the valuation allowance are primarily due to changes indeductible temporary differences, net operating loss carryforwards and the estimated availability of future taxable
income sources.
In general, a valuation allowance is recognized against deferred tax assets related to entities that haveaccumulated significant net operating loss carryforwards. As of March 31, 2023, the Group’s valuation allowance
was primarily related to entities in Japan, the United States and the United Kingdom. The valuation allowance
was partially recognized in Japan and in the United States, while the valuation allowance was fully recognized in
the United Kingdom.
The Group determined whether cumulative losses were recognized by aggregating pretax results for the recent
three years as part of the analysis of potential indicators of negative evidence. In each tax jurisdiction, certain
entities recognized a cumulative loss on the basis of the most recent three years’ pretax results as of March 31,
2023. A valuation allowance was fully recognized against the deferred tax assets if the Group determined there
was no positive evidence that overcame the negative evidence. As of March 31, 2023, MHFG’s securities
subsidiary in the United Kingdom recorded cumulative losses on the basis of the recent three years’ pretax results
and recognized a full valuation allowance, as there was no positive evidence to overcome the negative evidence.
MHFG and its principal banking subsidiaries in Japan did not record cumulative losses in the periods presented.

F-63

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Change in valuation allowance
The following table presents a roll-forward of the valuation allowance for the fiscal years ended March 31, 2021,
2022 and 2023:
2021

2022

2023

(in millions of yen)

Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes that directly affected Income tax expense . . . . . . . . . . . . . . . . . . . . .
Changes that did not affect Income tax expense:
Expiration of net operating loss carryforwards . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

165,278 129,150(39,410) 16,196

163,164(4,118)—3,282—
17,818—39,754

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

3,282

17,81839,754

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

129,150

163,164

198,800

The decrease in the fiscal year ended March 31, 2021 of ¥39,410 million in the valuation allowance that directly
affected Income tax expense was primarily related to an increase of the realizability of deferred tax assets of
MHFG and its subsidiaries.
The increase in the fiscal year ended March 31, 2022 of ¥16,196 million in the valuation allowance that directly
affected Income tax expense was primarily related to a decrease of the realizability of deferred tax assets of
MHFG and its subsidiaries. The increase in the fiscal year ended March 31, 2022 of ¥17,818 million in others
was primarily related to an increase in the valuation allowance that is fully recognized against the MHFG
Group’s net operating loss carryforwards due to tax rate increase of MHFG’s foreign subsidiary.
Net operating loss carryforwards
At March 31, 2023, the MHFG Group had net operating loss carryforwards totaling ¥500 billion. These
carryforwards are scheduled to expire as follows:
Net operating loss
carryforwards (1)(in billions of yen)

Fiscal year ending March 31:
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2029 and thereafter(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—
—
156
3
—
341

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

500

Notes:(1) Net operating loss carryforwards related to Japanese local taxes recorded at MHFG in the fiscal year ended
March 31, 2022 in the amount of ¥500 billion (tax effected ¥24 billion) are not included in the table. The net
operating loss carryforwards is fully offset by valuation allowance and will mostly expire during the fiscal
year ending March 31, 2032.
(2) Including the net operating loss carryforwards which may be carried forward indefinitely in the United
Kingdom.
F-64

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
In addition, included in the net operating loss carryforwards in the above table are MHSC’s net operating loss
carryforwards of ¥156 billion resulting mainly from the reversal of an outside basis difference related to certain
foreign subsidiaries due to their organizational restructuring. The tax loss was recorded at MHSC in accordancewith Japanese tax law. The net operating loss carryforwards due to this restructuring will expire during the fiscal
year ending March 31, 2026.
Uncertainty in income tax
The following table is a roll-forward of unrecognized tax benefits for the fiscal years ended March 31, 2021,
2022 and 2023:
2021

2022

2023

(in millions of yen)

Total unrecognized tax benefits at beginning of fiscal year . . . . . . . . .

3,374

4,401

5,245

Gross amount of increases (decreases) related to positions taken
during prior years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross amount of increases related to positions taken during thecurrent year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amount of decreases related to settlements . . . . . . . . . . . . . . . . .
Foreign exchange translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

455

(576)

(438)

524
—
48

954
—
466

1,748
—
488

Total unrecognized tax benefits at end of fiscal year . . . . . . . . . . . . . .

4,401

5,245

7,043

The total amount of unrecognized tax benefits including ¥1,463 million, ¥1,812 million and ¥2,286 million ofinterest and penalties was ¥4,401 million, ¥5,245 million and ¥7,043 million at March 31, 2021, 2022 and 2023,
respectively, which would, if recognized, affect the Group’s effective tax rate. The Group classifies interest andpenalties accrued relating to unrecognized tax benefits as Income tax expense.
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 2014, 2002 and 2018, respectively. The 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.
20. Pension and other employee benefit plans
Severance indemnities and pension plans
MHFG and certain subsidiaries sponsor and offer their employees, other than directors and corporate auditors,
contributory and non-contributory defined benefit plans. Under these plans, employees are provided withlump-sum cash payments upon leaving the company. The amount of benefits under each plan is principally
determined based on the positions in career, the length of service and the reason for severance. When employees
meet certain conditions including the length of service, they may opt to receive annuity payments instead of
lump-sum payments. MHFG and certain subsidiaries also offer special termination benefits to former employees
whose contributions during their careers were deemed meritorious and to those with particular circumstances.
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 and those plans don’t
use significantly different assumptions.
F-65

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
MHFG and certain subsidiaries have several defined contribution plans. The costs recognized in respect ofcontributions to the plans for the fiscal years ended March 31, 2021, 2022 and 2023 were ¥4,510 million,¥3,981 million and ¥7,395 million, respectively.
Pension plans are not fully integrated among subsidiaries of MHFG and plan assets are managed separately byeach plan.
Net periodic benefit cost and funded status
The following table presents the components of net periodic benefit cost of the severance indemnities andpension plans for the fiscal years ended March 31, 2021, 2022 and 2023:
2021

2022

2023

(in millions of yen)

Service cost-benefits earned during the fiscal year . . . . . . . . . . . . . . . .
Interest costs on projected benefit obligations . . . . . . . . . . . . . . . . . . .
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of prior service cost (benefits) . . . . . . . . . . . . . . . . . . . . .
Amortization of net actuarial loss (gain) . . . . . . . . . . . . . . . . . . . . . . . .
Special termination benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss (gain) on settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

39,672
5,790(41,887)(2,378)1,671
9,569(3,945)33,1905,636(37,051)(4,820)(20,485)
10,791—30,460
6,917(36,322)(4,854)(19,453)
7,269—

Net periodic benefit cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8,492(12,739)(15,983)

Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) before-tax forthe fiscal years ended March 31, 2022 and 2023 are summarized as follows:
2022

2023

(in millions of yen)

Net actuarial gain (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of net actuarial loss (gain) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prior service benefits (cost) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of prior service cost (benefits) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(36,796)(20,485)(1)(4,820)122,331(19,453)—(4,854)

Total recognized in other comprehensive income (loss) before-tax . . . . . . . . . . . . . . .

(62,102)

98,024Weighted-average assumptions used to determine benefit obligations and net periodic benefit cost are as follows:
2021

Weighted-average assumptions used to determine benefit obligations
at fiscal year end:
Discount rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rates of increase in future compensation levels . . . . . . . . . . . . . .
Interest credit rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted-average assumptions used to determine net periodic benefit
cost during the year:
Discount rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rates of increase in future compensation levels . . . . . . . . . . . . . .
Expected rates of return on plan assets . . . . . . . . . . . . . . . . . . . . .
Interest credit rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-66

2022

2023

0.38%
1.80%
4.38%

0.52%
2.00%
4.39%

0.82%
2.00%
4.45%

0.37%
1.80-4.80%
1.79%
4.95%

0.38%
1.80%
1.54%
4.38%

0.52%
2.00%
1.72%
4.39%

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
In estimating the discount rates, the MHFG Group looks to interest rates on a portfolio of high-quality fixedincome government and corporate bonds. The durations of these bonds closely match those of the benefit
obligations. Discount rates are evaluated at each measurement date. The expected rate of return for each asset
category is based primarily on various aspects of the long-term prospects for the economy that include historicalperformance and the market environment.
The following table sets forth the combined funded status and amounts recognized in the accompanying
consolidated balance sheets at March 31, 2022 and 2023 for the plans of MHFG and its subsidiaries:
2022

2023

(in millions of yen)

Change in benefit obligations:Benefit obligations at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . .
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan participants’ contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actuarial loss (gain) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lump-sum payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,437,843
33,190
5,636
1,089
1
(19,939)
4,099(54,483)(29,697)

1,377,739
30,460
6,917
1,053
—
(48,856)
3,250(55,332)(27,539)

Benefit obligations at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,377,739

1,287,692

2,412,745(8,008)3,863

2,114,011
92,893
3,158(270,172)
28,977
1,089(54,483)(147,181)
23,613
1,053(55,332)

Fair value of plan assets at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,114,011

2,032,215

Funded status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

736,272744,523

Amounts recognized in the consolidated balance sheets consist of:Prepaid pension cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued pension liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

762,147(25,875)

768,998(24,475)

Net amount recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

736,272744,523

Amounts recognized in Accumulated other comprehensive income (loss) before-tax
consist of:Prior service benefits (cost) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net actuarial gain (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

63,030421,690

58,173
524,571

Net amount recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

484,720582,744

Change in plan assets:
Fair value of plan assets at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . .
Actual return (negative return) on plan assets . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Partial withdrawal of assets from employee retirement benefits
trusts (Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employer contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan participants’ contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Note: During the fiscal years ended March 31, 2022 and 2023, certain subsidiaries of MHFG partially withdrew
assets from employee retirement benefit trusts, which were established for the payment of employees’
severance pay and retirement pensions. Overall, the trusts remain in overfunded status as of March 31,
2023. No gains or losses have been recognized as a result of these transactions.
F-67

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The aggregated accumulated benefit obligations of these plans were ¥1,377,739 million and ¥1,287,692 million,
as of March 31, 2022 and 2023, respectively. The defined benefit plans generally employ a multi-variable andnon-linear formula based upon rank and years of service. Employees with service in excess of one year are
qualified to receive lump-sum severance indemnities.
The following table shows the projected benefit obligations and the fair value of plan assets for the plans of
MHFG and its subsidiaries with projected benefit obligations in excess of plan assets, and the accumulated
benefit obligations and the fair value of plan assets for the plans with accumulated benefit obligations in excess
of plan assets at March 31, 2022 and 2023:
2022

2023

(in millions of yen)Plans with projected benefit obligations in excess of plan assets:
Projected benefit obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plans with accumulated benefit obligations in excess of plan assets:
Accumulated benefit obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

31,8295,954

29,3894,914

31,8295,954

29,3894,914

Note: The plans with projected benefit obligations in excess of plan assets include those with accumulated
benefit obligations in excess of plan assets.
Investment policies and asset allocation
In managing plan assets, the MHFG Group determines the appropriate levels of risk that the Group can assume
under the given circumstances to gain total returns from a long-term perspective while ensuring that sufficient
funds will be available to plan participants and beneficiaries. The long-term asset allocation to each asset
category such as Japanese equity securities, Japanese debt securities, foreign equity securities and foreign debt
securities is determined based upon the optimal portfolio, which aims to gain total returns within the range of an
acceptable level of risk from a long-term perspective. Additionally, the asset allocation is reviewed every five
years, unless there are any significant changes in the circumstances such as market fluctuations. When selecting
an investment in each asset category, the MHFG Group takes into consideration credit standing of an investee,
concentration of credit risk to a certain investee and liquidity of a financial instrument among other things. The
investments in each asset category are further diversified across funds, strategies and sectors along with otherthings. There is no significant investment in a single investee except Japanese government bonds.
Certain subsidiaries of MHFG established employee retirement benefit trusts and transferred their assets to thetrusts as plan assets. These assets are separated from the employer’s proprietary assets for the payment to theplan beneficiaries. The assets held in these trusts are primarily Japanese equity securities and have been entrusted
directly to qualified trustees including trust banks.

F-68

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
MHFG and certain subsidiaries’ target allocation for the plan assets, excluding those of the employee retirement
benefit trusts, at March 31, 2023 is as follows:
Asset category

Asset ratio

Japanese equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Japanese debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General account of life insurance companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3.00%
32.00%
26.00%
24.00%
10.00%
5.00%

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

100.00%Note: General account of life insurance companies is a contract with life insurance companies which guarantees
payments of principal and predetermined interest payments.
Fair value of plan assets
The following table presents the fair value of plan assets of MHFG and its subsidiaries at March 31, 2022 and2023, by asset class. For the detailed information on fair value measurements, including descriptions of Level 1,
2 and 3 of the fair value hierarchy and the valuation methodologies, see Note 26 “Fair value.”2022
Level 1 Level 2 Level 3

Japanese equity securities:
Common stocks(1) . . . . . . . . . . . . . . . . . . . . . . 1,003 —Pooled funds(2) . . . . . . . . . . . . . . . . . . . . . . . . .
13
5Japanese debt securities:
Government bonds . . . . . . . . . . . . . . . . . . . . . .
179 —Pooled funds (2) . . . . . . . . . . . . . . . . . . . . . . . .
—10
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—21
Foreign equity securities:
Common stocks . . . . . . . . . . . . . . . . . . . . . . . .
172 —Pooled funds(2) . . . . . . . . . . . . . . . . . . . . . . . . .
—7
Foreign debt securities:
Government bonds . . . . . . . . . . . . . . . . . . . . . .
170
9Pooled funds(2) . . . . . . . . . . . . . . . . . . . . . . . . .
—10
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—18
General account of life insurance companies(3) . . . .
—116
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30(4) (25)Plan assets measured at net asset value(5) . . . . . . . .
Total assets at fair value . . . . . . . . . . . . . . . . . . . . . 1,567

171

—
—

2023
Total Level 1 Level 2 Level 3(in billions of yen)Total

1,003 1,018
18
5

—
—

1,018
11

—
—
—

123
8
21

—
6

—
—
—

179
10
21

123
—
—

—

—
—

172
7

94
—

—
8

—
—

94
8

—
—
—
—
—

179
10
18
116
5
376

173
14
—
3
—
15
—
113
101(4)
5

—
—
—
—
—

187
3
15
113
106
325

—

2,032

—

2,114 1,514

8
21

193

Notes:(1) This class represents equity securities held in the employee retirement benefit trusts of ¥1,003 billion and¥1,018 billion carried at fair value at March 31, 2022 and 2023, respectively, which are well-diversified
across industries.
F-69

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)(2) These classes primarily include pension investment fund trusts. Investments in these classes are generally
measured at fair value and can be redeemed within a short-term period upon request.
(3) Investments in this class are measured at conversion value, which is equivalent to fair value.
(4) Amounts primarily include cash and short-term assets carried at fair value.
(5) In accordance with ASC 820, certain plan assets that are measured at fair value using the net asset value pershare (or its equivalent) practical expedient have not been classified in the fair value hierarchy.
There were no returns on and purchases and sales of Level 3 assets during the fiscal years ended March 31, 2022
and 2023.
Contributions
The total contribution of approximately ¥32 billion is expected to be paid to the pension plans during the fiscal
year ending March 31, 2024, 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 years indicated:(in millions of yen)

Fiscal year ending March 31:
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2029-2033 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

82,31175,50675,99274,496
76,348330,309

21. Derivative financial instruments
The MHFG Group enters into derivative financial instruments in response to the diverse needs of customers, tomanage the risk related to the assets and liabilities of the Group, as part of its asset and liability management, andfor proprietary trading purposes. The Group is exposed primarily to market risk associated with interest rate,commodity, foreign currency, and equity products. 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. In addition to market risk, the Group is
exposed to credit risk associated with counterparty default or nonperformance in respect of transactions.
Counterparty credit risk arises when a counterparty fails to perform according to the terms and conditions of thecontract and the value of the underlying collateral held, if applicable, is not sufficient to recover resulting losses.
The exposure to counterparty credit risk is measured by the fair value of all derivatives and its potential exposure
at the balance sheet dates. The exposure to counterparty credit risk is managed by entering into legally
enforceable master netting agreements to mitigate the overall counterparty credit risk, requiring underlying
collateral and guarantees based on an individual credit analysis of each obligor and evaluating the credit featuresof each instrument. In addition, credit approvals, limits and monitoring procedures are also imposed.

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Notional and fair value amounts of derivative instruments
The following table summarizes the notional and fair value amounts of derivative instruments outstanding as ofMarch 31, 2022 and 2023. The fair values of derivatives are presented on a gross basis; derivative receivables
and payables are not offset. In addition, they are not offset against the amounts recognized for the right to reclaim
cash collateral or the obligation to return cash collateral under master netting agreements in the consolidatedbalance sheets, or the table below.

2022

Notional amount(1)Fair value
Derivative receivables (2)Derivative payables (2)Designated Not designated Designated Not designatedas hedges
as hedges
as hedges
as hedges(in billions of yen)Interest rate contracts . . . . . . . . . . . . . . .
Foreign exchange contracts . . . . . . . . . . .
Equity-related contracts . . . . . . . . . . . . .
Credit-related contracts . . . . . . . . . . . . . .
Other contracts . . . . . . . . . . . . . . . . . . . .

1,395,950
217,462
9,887
11,857
681

—
—
—
—
—

4,624
4,436
426
118
119

—
—
—
—
—

4,716
4,472
345
121
116

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

1,635,837

—

9,723

—

9,770

2023

Notional amount(1)Fair value
Derivative receivables (2)Derivative payables (2)Designated Not designated Designated Not designatedas hedges
as hedges
as hedges
as hedges(in billions of yen)Interest rate contracts . . . . . . . . . . . . . . .
Foreign exchange contracts . . . . . . . . . . .
Equity-related contracts . . . . . . . . . . . . .
Credit-related contracts . . . . . . . . . . . . . .
Other contracts . . . . . . . . . . . . . . . . . . . .

1,991,016
257,392
7,149
22,748
898

—
—
—
—
—

8,374
4,222
145
144
47

—
—
—
—
—

8,517
4,013
197
126
43

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

2,279,203—

12,932—

12,896

Notes:(1) Notional amount includes the sum of gross long and gross short third-party contracts.
(2) Derivative receivables and payables are recorded in Trading account assets and Trading account liabilities,
respectively.
The MHFG Group provided and/or accepted cash collateral for derivative transactions under master netting
agreements. The cash collateral, which was not offset against derivative positions, was included in Other assets
and Other liabilities, respectively, of which the amounts were ¥1,549 billion and ¥1,076 billion at March 31,
2022, and ¥989 billion and ¥1,008 billion at March 31, 2023, respectively.
Hedging activities
In order to qualify for hedge accounting, 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 documentationof 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. The MHFG Group’s hedging activities include net investment hedges.
F-71

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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. The
foreign currency-denominated debt instruments qualifying as hedging instruments include deposits and long-term
debt, of which the carrying amounts of the portion designated as net investment hedges are included within therespective items in the consolidated balance sheets as well as relevant accompanying notes. For net investment
hedges, the entire change in the fair value of a hedging derivative instrument or nonderivative hedging financial
instrument is recorded in Foreign currency translation adjustments within Accumulated other comprehensive
income (loss), provided that the hedging instrument is designated as a hedge of the net investment. The gains andlosses recorded in other comprehensive income (loss) related to net investment hedges were immaterial.
Derivative instruments not designated or qualifying as hedges
The MHFG Group enters into the following derivative transactions that do not qualify for hedge accounting witha view to implementing risk management strategies: (1) interest-rate swap transactions for the purpose of
economically managing the interest-rate risks in deposits, loans, etc., (2) currency swap transactions for the
purpose of economically managing the foreign exchange risk of these assets, (3) equity-related derivatives for the
purpose of economically managing the risk of stock price fluctuation involved in holding equity products, and(4) credit derivatives for the purpose of economically managing the credit risk in loans, residential mortgagebacked securities (“RMBS”), commercial mortgage-backed securities (“CMBS”), collateralized loan obligations(“CLO”) and other similar assets. Such derivatives are accounted for as trading positions. The changes in fairvalue of these instruments are primarily recorded in Trading account gains (losses)—net, even though they areused to mitigate or transform the risk of exposures arising from banking activities. The net gains (losses)
resulting from changes in the fair value of certain credit derivatives where the Group purchases protection to
mitigate its credit risk exposure, related to its corporate loan portfolio, is recorded in Other noninterest income(expenses).
The following table summarizes gains and losses on derivatives not designated or qualifying as hedges during the
fiscal years ended March 31, 2021, 2022 and 2023:
Gains (losses) recorded in income
2021
2022
2023
(in millions of yen)Interest rate contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(27,893) (130,312) (508,743)
Foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115,181 145,979 317,459
Equity-related contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (209,488) 728,226 534,615
Credit-related contracts(Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(58,602) (13,877)(3,857)
Other contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23,6807,762
59,599Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(157,122)

737,778

399,073

Note: Amounts include the net gains (losses) of ¥(2,956) million, ¥(605) million and ¥(653) million on the credit
derivatives economically managing the credit risk of loans during the fiscal years ended March 31, 2021,
2022 and 2023, respectively.
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 the
F-72

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
buyer upon the occurrence of predefined credit events, which include bankruptcy, dissolution or insolvency of
the referenced entity. The MHFG 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 of credit derivatives 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 the related cash flows, while being liable for the full notional amount ofcredit protection to the buyer. The Group manages credit risk associated with written protection by purchasingprotection with identical or similar underlying reference credits, which substantially offsets its exposure. Thus,
the notional amount is not necessarily 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, 2022 and
2023:
2022
Notional amount

Fair value

2023
Notional amount

Fair value(in billions of yen)

Credit protection written:
Investment grade . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-investment grade . . . . . . . . . . . . . . . . . . . . . . . .

3,045
2,122

38
54

4,497
5,774

31
62

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

5,167

92

10,27193

Credit protection purchased . . . . . . . . . . . . . . . . . . . . . . . .

6,690

(95)

12,477(75)

Note: The rating scale is based upon either the external ratings or the internal ratings of the underlying reference
credit. The lowest investment grade rating is considered to be BBB-, while anything below or unrated isconsidered to be non-investment grade. Non-investment grade credit derivatives primarily consist ofunrated credit default swap indices such as CDX and iTraxx.
The following table shows the maximum potential amount of future payments for credit protection written by
expiration period at March 31, 2022 and 2023:
Maximum payout/Notional amount
2022
2023
(in billions of yen)

One year or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
After one year through five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
After five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

245
4,785
137

331
9,585
355

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

5,167

10,271

Note: The maximum potential amount of future payments is the aggregate notional amount of the credit
derivatives where the Group wrote the credit protection, and it has not been reduced by the effect of any
amounts that the Group may possibly collect on the underlying assets and the related cash flows, nor netted
against that of credit protection purchased.
Credit-related contingent features
Certain of the MHFG Group’s derivative instruments contain provisions that require the Group’s debt tomaintain an investment grade credit rating from the major credit rating agencies. If the Group’s debt credit rating
F-73

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
were to fall below investment grade, the counterparties to the derivative instruments could request immediatepayment or demand immediate and ongoing full overnight collateralization on derivative instruments which are
in net liability positions for the Group.
The following table shows the quantitative information about derivative instruments with credit-risk-related
contingent features at March 31, 2022 and 2023:
2022

2023

(in billions of yen)

Aggregate fair value of derivative instruments with credit-risk-related contingent features in
net liability positions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Collateral provided to counterparties in the normal course of business . . . . . . . . . . . . . . . . . . .
Amount required to be posted as collateral or settled immediately if credit-risk-related
contingent features were triggered . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,149
1,164

814
663

—

151

Note: There was no amount that the Group would be required to post as collateral or settle immediately on
March 31, 2022.
22. 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. A 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 types of guarantees under ASC 460, “Guarantees” (“ASC 460”) 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 obligations to guarantee the customers’ 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 obligations to guarantee securities, such as bonds issued by customers.
Other guarantees
Other guarantees include obligations to guarantee customers’ payments, such as tax payments.
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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 provide compensation for any loss in the principal of the trust. The MHFG Group manages and administers thetrust assets to minimize exposures against losses from the guarantees for the repayment of trust principal,
including writing-off nonaccrual loans and charging it to the trust account profits. In performing its fiduciary
duties, the MHFG Group also manages the trust assets separately from its own proprietary assets on behalf ofcustomers and keeps separate records for the trust activities. The MHFG Group consolidates certain guaranteed
principal money trusts. See Note 23 “Variable interest entities and securitizations” for further discussion of theguaranteed principal money trusts. The contract amounts of guarantees for repayment of unconsolidated trust
principal are presented in the tables below.
Part of the trust account profits is set aside as a reserve in trust accounts to absorb 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 basedon the trust principal or the balance of loans and other assets in the trust accounts. Since the probability ofprincipal indemnification is considered 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. The amount of trust liabilities rarely exceeds the amount of trust
assets and, therefore, those liabilities are generally covered by the corresponding trust assets. To avoid thedemand for payment out of the proprietary assets, the trustee can enter into a special covenant of limited liability
under which the trust creditors agree to limit the trustee’s liability to the value of the trust assets and to waive theright for compulsory execution against the trustee’s proprietary assets. The MHFG Group regularly monitors thecondition of trust accounts to minimize exposures against making payment.
The amounts of such liabilities in the trust accounts, excluding those with the special covenant of limited
liability, are presented in the tables below. Liabilities of trust accounts principally include obligations to returncollateral under security lending transactions and other transactions.
Derivative financial instruments
Certain written options and credit default swaps are deemed guarantees pursuant to the definition of guarantees in
ASC 460 if these contracts require the MHFG Group to make payments to counterparties based on changes in anunderlying instrument or index that is related to an asset, a liability, or an equity security of the counterparties.
The MHFG Group’s payments could involve a gross settlement or a net settlement. Because it is difficult inpractice to determine whether the counterparty has the asset, the liability or the equity security relating to theunderlying, the MHFG Group has decided to include all credit default swaps and written options, excluding
written options outside the scope of ASC 460, in the guarantee disclosures.
The MHFG Group records all guarantees and similar obligations subject to ASC 460 at fair value in the
consolidated balance sheets at the inception of the guarantee. The total carrying amount of guarantees and similar
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
obligations at March 31, 2022 and 2023 was ¥443 billion and ¥315 billion, respectively, and was included in
Other liabilities and Trading account liabilities. The total includes the carrying amounts of derivatives that are
deemed to be guarantees, which amounted to ¥416 billion and ¥285 billion at March 31, 2022 and 2023,
respectively.
The table below summarizes the remaining term and maximum potential amount of future payments by type ofguarantee at March 31, 2022 and 2023. The maximum potential amount of future payments disclosed below
represents the contractual amounts that could be required to be repaid in the event of the guarantees being
executed, without consideration of possible recoveries under recourse provisions or from collateral held. With
respect to written options included in derivative financial instruments in the table below, in theory, the MHFG
Group is exposed to unlimited losses; therefore, the table shows the 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 notional amount
below does not represent the expected losses from the execution of the guarantees.

2022

Maximum
potential/Contractualor Notional amountAmount by expiration period
After one year
One year or
throughlessfive years
After five years(in billions of yen)

Performance guarantees . . . . . . . . . . . . . . . . . . . .
Guarantees on loans . . . . . . . . . . . . . . . . . . . . . . .
Guarantees on securities . . . . . . . . . . . . . . . . . . . .
Other guarantees . . . . . . . . . . . . . . . . . . . . . . . . . .
Guarantees for the repayment of trust
principal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities of trust accounts . . . . . . . . . . . . . . . . .
Derivative financial instruments . . . . . . . . . . . . . .

2023

3,254
419
75
2,899

2,084
314
9
2,381

996
42
66
451

174
63
—
67

22
478
36,484—116
17,1109
199
15,721

13
163
3,653

Maximum
potential/Contractualor Notional amountAmount by expiration period
After one year
One year or
throughlessfive years
After five years(in billions of yen)

Performance guarantees . . . . . . . . . . . . . . . . . . . .
Guarantees on loans . . . . . . . . . . . . . . . . . . . . . . .
Guarantees on securities . . . . . . . . . . . . . . . . . . . .
Other guarantees . . . . . . . . . . . . . . . . . . . . . . . . . .
Guarantees for the repayment of trust
principal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities of trust accounts . . . . . . . . . . . . . . . . .
Derivative financial instruments . . . . . . . . . . . . . .

3,548
228
82
3,306

1,954
149
14
2,339

1,413
26
68
869

181
53
—
98

18
554
83,420—97
53,7748282
24,954

10
175
4,692

F-76

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The table below presents the 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, 2022 and 2023:
2022

2023

(in billions of yen)

Investment grade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-investment grade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5,336
1,311

5,587
1,577

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

6,647

7,164

Note: Investment grade in the internal rating scale generally corresponds to BBB- or above in the external rating
scale.
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’ requests.
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 private equity funds in accordance with the terms of investment 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.

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The table below summarizes the contractual amounts with regard to these undrawn commitments at March 31,
2022 and 2023:
2022

2023

(in billions of yen)

Commitments to extend credit (Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commercial letters of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

92,203
1,422

100,973
1,336

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

93,625102,309

Note: Commitments to extend credit include commitments to invest in securities.
Allowance for credit losses on off-balance-sheet instruments
The amounts of allowance for credit losses on off-balance-sheet instruments at March 31, 2022 and 2023 were
¥71 billion and ¥78 billion, respectively, and were included in Other liabilities.
Legal proceedings and investigations
The MHFG Group is involved in normal collection proceedings initiated by the Group, other legal proceedings
and investigations in the ordinary course of business. In accordance with ASC 450, the Group recognizes aliability for loss contingencies arising from such proceedings and investigations when a loss is probable and theloss amount or the range of the loss can be reasonably estimated. However, if a loss is reasonably possible but therange of loss is not probable and reasonably estimable, the Group does not recognize a liability but discloses thedetail of such proceedings and investigations. Based on the information available as of the date of theconsolidated financial statements, the Group believes that the outcome of the collection, legal proceedings andinvestigations will not have a significant adverse effect on the consolidated financial statements.
LeasesThe MHFG Group is obligated under a number of lease arrangements. The Group’s lessee arrangements mainly
consist of operating leases for real estate, such as office space, including its head office, and branches. Financeleases are not significant. Some of the Group’s operating leases include variable lease payments.
The following table presents the consolidated balance sheet information related to operating leases as ofMarch 31, 2022 and 2023:
2022

2023

(in millions of yen, except for remaining leaseterm and discount rate)

Right-of-use assets(Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lease liabilities(Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average:
Remaining lease term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

570,171593,33915.5 years
0.60%

549,668
571,087
14.7 years
0.66%

Note: Right-of-use assets and lease liabilities are included in Other assets and Other liabilities, respectively, on
the consolidated balance sheets.

F-78

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table presents lease cost and supplemental information related to operating leases for the fiscal
years ended March 31, 2021, 2022 and 2023:
2021

2022

2023

(in millions of yen)

Lease cost(Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119,453 111,907 101,808
Right-of-use assets obtained in exchange for new lease liabilities . . . . . . . . . . . . . 108,430
51,901
65,417
Operating cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102,150 101,223
86,329Note: Lease cost for operating leases are included in Occupancy expenses on the consolidated statements ofincome. The Group’s variable lease costs and costs for leases with terms of twelve months or less are notsignificant.
The following table shows future lease payments under operating leases as of March 31, 2023:
As of March 31, 2023
(in millions of yen)

Fiscal year ending March 31:
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2029 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

79,20760,34553,51843,57534,048324,165

Total lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

594,858

Amount representing interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

23,771

Total lease liabilities for operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

571,087

23. 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, investments insecuritization products, investment funds, trust arrangements, structured finance, and funding vehicles. The
Group consolidates certain of these VIEs, where the Group is deemed to be the primary beneficiary because it
has both (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic
performance and (2) the obligation to absorb losses or the right to receive benefits that could potentially besignificant to the VIE. The MHFG Group reassesses whether it is the primary beneficiary on an ongoing basis aslong as the Group has any continuing involvement with the VIE. There are also other VIEs, where the Group hasdetermined that it is not the primary beneficiary but has significant variable interests. In evaluating thesignificance of the variable interests, the Group 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 other relevant facts and circumstances. The likelihood of loss is not necessarily relevant to
the determination of significance, and therefore, “significant” does not imply that there is high likelihood of loss.
The maximum exposure to loss that is discussed in this section refers to the maximum loss that the Group could
possibly be required to record in its consolidated statements of income as a result of its involvement with the
VIEs. This represents exposures associated with both on-balance-sheet assets and off-balance-sheet liabilities
F-79

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
related to the VIEs. Further, this maximum potential loss is disclosed regardless of the probability of such losses
and, therefore, it is not indicative of the ongoing exposure which is managed within the Group’s risk
management framework.
The table below shows the consolidated assets of the Group’s consolidated VIEs as well as total assets andmaximum exposure to loss for its significant unconsolidated VIEs, in which the Group has determined that its
maximum exposure to loss is greater than specific thresholds or meets certain other criteria as of March 31, 2022
and 2023:
Consolidated VIEs
2022

Consolidated assets

Significant
unconsolidated VIEs
Maximum
Total assets exposure to loss

(in billions of yen)

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

2,709
1,363
388
1,816
5,299

—
190
—
3,392
—

—
90
—
719
—

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

11,575

3,582

809

Consolidated VIEs
2023

Consolidated assets

Significant
unconsolidated VIEs
Maximum
Total assets exposure to loss

(in billions of yen)

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

3,082
1,514
387
2,294
4,877

—
224
—
3,397
—

—
134
—
845
—

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

12,154

3,621

979

As of March 31, 2022 and 2023, the noncontrolling interests in consolidated VIEs amounted to ¥388 billion and¥719 billion, respectively, and are included in the Group’s equity-classified noncontrolling interests.
The Group has not provided financial or other support to consolidated or unconsolidated VIEs that the Group was
not previously contractually required to provide.

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The tables below present the carrying amounts and classification of assets and liabilities on the MHFG Group’sbalance sheets that relate to its variable interests in significant unconsolidated VIEs, as of March 31, 2022 and2023:
Assets on the MHFG Group’s balance sheets related to unconsolidated VIEs:

2022

2023

(in billions of yen)

Trading account assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

143
430
92

83
482
154

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

665

719

Liabilities on the MHFG Group’s balance sheets and maximum exposure to loss related to unconsolidated VIEs:

2022

2023

(in billions of yen)

Payables under securities lending transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

54
2

—

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

56

1

Maximum exposure to loss (Note)

809

979

...................................................

1

Note: This represents the maximum amount the Group could possibly be required to record in its consolidated
statements of income associated with on-balance-sheet exposures and off-balance-sheet liabilities such as
undrawn commitments.
In the table above the nature of the Group’s variable interest can take different forms, as described further in thenotes below. Additionally the Group’s exposure to the obligations of VIEs is generally limited to its interest inthese entities. In certain instances the Group provides undrawn commitments to the VIEs.
The Group’s maximum exposure to loss presented in the table above does not include the benefit of offsetting
financial instruments that are held to mitigate the risks associated with these variable interests. Furthermore, theGroup’s maximum exposure to loss presented in the table above is not reduced by the amount of collateral held
as part of the transaction with the VIE or any party to the VIE directly against a specific exposure to loss.
Asset-backed commercial paper/loan programs
The MHFG Group manages several asset-backed commercial paper/loan programs that provide its clients with
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 has the power todetermine which assets will be held by the VIEs and has an obligation to monitor these assets. The Group is also
responsible for liability management. In addition, through the liquidity and credit support facilities provided to
the VIEs, the Group has the obligation to absorb losses that could potentially be significant to the VIEs.
Therefore, the Group consolidates such VIEs.
Asset-backed securitizations
The MHFG Group acts as an arranger of various types of structured finance schemes to meet its clients’ needs foroff-balance-sheet financing. In substantially all of these structured financing transactions, the transfer of the
F-81

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
financial asset by the client is structured to be bankruptcy remote by use of a bankruptcy remote entity, which isdeemed to be a VIE because its equity holder does not have decision making rights. The MHFG Group receives
fees for structuring 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 in debt and equity instruments.
In these cases, the MHFG Group considers that these variable interests are not significant as the MHFG Group
does not have material balance sheet or off-balance exposure at risk related to these variable interests. However,when the MHFG Group has invested in securities issued by the VIEs and/or provides loans to the VIEs and its
investment is most part of shares, such variable interests are deemed to be “significant.” In certain VIEs, where
the MHFG Group provides liquidity and credit support facilities, writes credit protection or invests in debt orequity instruments in its role as an arranger, servicer, administrator or asset manager, etc., the Group has thepower to determine which assets will be held by the VIEs or to manage and monitor these assets. In addition,
through the variable interests above, the Group has the obligation to absorb losses and the right to receive
benefits that could potentially be significant to the VIEs. Therefore, the Group consolidates such VIEs.
The MHFG Group manages Tender Option Bond (“TOB”) programs which are associated with trusts that holdhighly-rated, fixed-rate and tax-exempt municipal bonds. The trust finances the purchase of their municipal
bonds by issuing two types of certificates: (1) short-term puttable and floating-rate certificates (“floaters”),
typically purchased by money market funds and (2) certificates that earn all excess cash flow received by thetrust after floaters and fees are paid (“residuals”), purchased by the transferor of the municipal bond to the trust
as a sponsor. The Group is engaged in two types of TOB trusts: customer TOB trusts and non-customer TOB
trusts. Customer TOB trusts are those for which the residuals are purchased by customers of the Group, whereas
the residuals issued by non-customer TOB trusts are purchased by the Group. Both types of TOB trusts are
deemed to be VIEs because its equity holder does not have decision making rights. The MHFG Group considers
that it is a “significant” variable interest when the Group has the residuals as a sponsor and/or provides liquidity
and credit support facilities. The Group often commits to provide liquidity to customer TOB trusts and theresidual holders of customer TOB trusts are obligated to reimburse the Group for any payment the Group makes
under those liquidity and credit support facilities. In non-customer TOB trusts, where the MHFG Group holds theresiduals as a sponsor, the Group has the power to determine which assets will be held by the VIEs or to manage
and monitor these assets. In addition, through the variable interests above, the Group has the obligation to absorb
losses and the right to receive benefits that could potentially be significant to the VIEs. Therefore, the Group
consolidates such VIEs. Customer TOB trusts are not consolidated in the financial statements of the Group, as
the residuals are held by customers and the Group does not have power to determine which assets will be held by
the VIEs or to manage and monitor these assets.
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 potential loss amounts of the
securities and the loans are generally limited to the amounts invested because the Group has no contractual
F-82

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
involvement in such VIEs beyond its investments. Since the Group is involved in these VIEs only as an investor,
the Group does not ordinarily have the power to direct the VIEs’ activities that most significantly impact the
VIEs’ economic performance. Similar to the criteria noted in the asset-backed securitization section, the Group
views this investment activity to be “significant” when it has a large investment share and/or provides loans to
the VIEs. The Group consolidates VIEs, where the transactions are tailored by the third-party arrangers to meet
the Group’s needs as a main investor, who is ultimately deemed to have the power to determine which assets areto be held by the VIEs. The Group also invests in certain beneficial interests issued by VIEs which hold realestate that the Group utilizes. In addition to these variable interests, when the Group has the power including thesole unilateral ability to liquidate the VIEs, the Group consolidates such VIEs.
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 about such investment funds. The Group considers that it is a “significant”
variable interest when the Group’s investment share is greater than threshold. The Group consolidates certain
investment funds where it is deemed to be the primary beneficiary.
The Group determines whether it is the primary beneficiary by evaluating whether it has both (1) the power tomake investment decisions about the investment funds and (2) the obligation to absorb losses or the right toreceive benefits that could potentially be significant to the investment funds. The Group consolidates certain
investment funds where it is deemed to be the primary beneficiary.
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. In these cases, the MHFG Group considers that these variable interests are not significant
except for its specific involvement as noted below.
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. The Group has the power to determine whichassets will be held by the VIEs or to manage these assets. In addition, through the principal guarantee
agreements, the Group has the obligation to absorb losses that could potentially be significant to the VIEs.
Therefore, the Group consolidates such VIEs. However, the MHFG Group does not consolidate certain
guaranteed principal money trusts, which invest all the entrusted funds in the MHFG Group itself, as the Grouphas determined that it has no variable interests. See Note 22 “Commitments and contingencies” for the balancesof guaranteed trust principal that are not consolidated at March 31, 2022 and 2023.
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. For substantially all
non-guaranteed trust arrangements, the Group generally does not have the power to direct the activities of the
VIEs that most significantly impact the VIEs’ economic performance or has neither the obligation to absorb
losses nor the right to receive benefits that could potentially be significant to the VIEs. Therefore, such trust
accounts are not included in the consolidated financial statements of the MHFG Group.
F-83

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The MHFG Group has established a trust in August 2020, which holds the Group’s housing loans and in turnissues beneficiary interests to the Group. The Group pledges the beneficiary interests as a collateral forborrowing from the Bank of Japan. In its role as a servicer, the Group has power to direct the entity’s activities
that most significantly impact the entity’s economic performance by managing mortgage loans owned by a trust.
The Group considers that it is a “significant” variable interest since the Group can determine which assets will beheld by the VIE. In addition, through the beneficiary interest, the Group has the obligation to absorb losses andthe right to receive benefits that could potentially be significant to the VIE. Therefore, the Group consolidates theVIE.

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 and financing in securitized receivable. As the Group typically only provides senior financing
with credit enhanced by subordinated interests and may sometimes act as an interest rate swap counterparty, theGroup has determined that it does not have the power to direct the activities of the VIEs that most significantly
impact the VIEs’ economic performance, or it does not have significant variable interests. Therefore, the Group
does not consolidate such VIEs.

Funding Vehicles
The MHFG Group has established several wholly-owned off-shore vehicles which issue securities, typically
preferred stock that is fully guaranteed by the MHFG Group, to investors unrelated to the MHFG Group to fundpurchases of debt instruments issued by the MHFG Group. These entities are considered VIEs because they lacksufficient equity to finance their activities; however, the MHFG Group’s investment in the vehicles’ equity is nota variable interest because the investment is not considered to be at risk as the entire amount raised by thevehicles was used to purchase debt instruments issued by the MHFG Group. Because the MHFG Group does nothave variable interests in these vehicles, the MHFG Group does not consolidate these entities. Debt instruments
issued by the MHFG Group, which are included in Long-term debt, were ¥367 billion and ¥200 billion atMarch 31, 2022 and 2023, respectively.

Securitization
The MHFG Group engages in securitization activities and securitizes mortgage loans, other loans, governmentand corporate securities and other types of financial assets in the normal course of business. In thesesecuritization transactions, the Group records the transfer of a financial asset as a sale when all the accounting
criteria for a sale under ASC 860 are met. These criteria are (1) the transferred financial assets are legally isolated
from the Group’s creditors, (2) the transferee or beneficial interest holder has the right to pledge or exchange thetransferred financial assets, and (3) the Group does not maintain effective control over the transferred financial
assets. If all the criteria are not met, the transfer is accounted for as a secured borrowing.
For the fiscal years ended March 31, 2021, 2022 and 2023, the MHFG Group neither made significant transfersof financial assets nor recognized significant gains or losses in securitization transactions accounted for as sales.
The Group did not retain significant interests in securitization transactions accounted for as sales as of March 31,
2022 and 2023.
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
24. Noninterest income
Details of Noninterest income for the fiscal years ended March 31, 2021, 2022 and 2023 are as follows:
2021

2022

2023

(in millions of yen)

Fee and commission income:Securities-related business (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deposits-related business (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lending-related business (2) (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Remittance business (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asset management business (1) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trust-related business (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Agency business (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Guarantee-related business (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fees for other customer services (1) . . . . . . . . . . . . . . . . . . . . . . . .

170,216
15,162
158,921109,111
104,753
122,215
31,331
31,665
169,310

184,014
15,358
162,953
103,979
122,014141,365
36,89935,296
178,122

190,026
15,540193,838
104,201
109,358
130,576
36,52941,150163,127

Total Fee and commission income . . . . . . . . . . . . . . . . . . . .

912,684

980,000

984,345

Foreign exchange gains (losses)—net (3) . . . . . . . . . . . . . . . . . . . . . . . .

89,267
120,596

91,611(491,947)

189,526(603,910)(22,032)
850,567
31,027
7,125
52,086(14,777)(60,563)
34,587
9,943
120,936

5,167
135,601(26,999)
4,920
199,453

2,041,320

669,790888,103

Trading account gains (losses)—net (2) . . . . . . . . . . . . . . . . . . . . . . . . .
Investment gains (losses)—net:
Debt securities (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity securities (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity in earnings (losses) of equity method investees—net (3) . . . . . .
Gains on disposal of premises and equipment (3) . . . . . . . . . . . . . . . . . .
Other noninterest income (2) (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Notes:(1) These amounts are revenues from contracts within the scope of ASC 606, “Revenue from contracts withcustomers” (“ASC 606”).
(2) Part of these amounts are considered to be revenues from contracts that are within the scope of ASC 606.
(3) These amounts are revenues from contracts that do not meet the scope of ASC 606.
(4) Most of the lending-related fees such as commitment fees and arrangement fees are not within the scope of
ASC 606.
(5) These amounts include the net unrealized gains resulting from changes in fair values of structured notesthat contain embedded derivatives. See Note 26 “Fair value” for further details.
Certain Fee and commission income, Trading account gains (losses)—net and Other noninterest income outlinedin the table above are considered to be revenues from contracts that are within the scope of ASC 606. The MHFG
Group disaggregates Fee and commission income, which is the main part of revenues within the scope of ASC
606, by type of business or service in the table above.
Fee and commission income
For the MHFG Group’s accounting policy for the recognition of Fee and commission income, see Note 1 “Basisof presentation and summary of significant accounting policies.”
Trust-related business fees consist of trust fees earned primarily through fiduciary asset management andadministrative service and other trust-related fees, which amounted to ¥51 billion and ¥71 billion for the fiscal
F-85

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
year ended March 31, 2021, respectively, ¥56 billion and ¥85 billion for the fiscal year ended March 31, 2022,
respectively, and ¥55 billion and ¥76 billion for the fiscal year ended March 31, 2023, respectively.
Trading account gains (losses)—net and Other noninterest income
In addition to Fee and commission income, Trading account gains (losses)—net and Other noninterest income
include certain revenues within the scope of ASC 606. Underwriting fees from trading securities, whichamounted to ¥86 billion, ¥83 billion and ¥59 billion for the fiscal years ended March 31, 2021, 2022 and 2023,
respectively, are within the scope of ASC 606 and accounted for in Trading account gains (losses)—net.
Underwriting fees are primarily recognized on the date which all the considerations of the transaction are fixed.
For the fiscal years ended March 31, 2021, 2022 and 2023, approximately ¥15 billion, ¥15 billion and¥21 billion, respectively, of Other noninterest income were within the scope of ASC 606. Credit card interchange
fees are within the scope of ASC 606 and accounted for in Other noninterest income. Credit card interchange feesare earned on credit card transactions conducted through payment networks and recognized upon settlement of
the credit card payment transactions.
Contract balances relating to revenues from contracts with customers subject to ASC 606
Contract assets and receivables from contracts with customers subject to ASC 606 are recognized in Accrued
income or accounts receivable of Other assets. As of March 31, 2022 and 2023, the balance of contract assets
was not material. Contract liabilities are recognized in unearned income of Other liabilities. As of March 31,
2022 and 2023, the balance of contract liabilities was not material.
Remaining performance obligations relating to revenues from contracts with customers subject to ASC 606
Remaining performance obligations are services that the MHFG Group has committed to provide in the future inconnection with its contracts with customers. As of March 31, 2022 and 2023, the amount of expected revenues
from current obligations to provide services in the future was not material. It excludes revenues from contracts
less than one year or contracts that have provisions that allow the Group to recognize revenue at the amount it
has the right to invoice.

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
25. Trading account gains and losses
The MHFG Group performs trading activities through market making, sales, and arbitrage. Accordingly, Trading
account gains (losses)—net include gains and losses from transactions undertaken for trading purposes, including
both market making for customers and proprietary trading, or transactions through which the Group seeks tocapture gains arising from short-term changes in market value. Trading account gains (losses)—net also include
gains and losses related to changes in the fair value of derivatives and other financial instruments not eligible forhedge accounting under U.S. GAAP that are utilized to offset mainly interest rate risk related to the Group’s
various assets and liabilities, as well as gains and losses related to changes in the fair value of foreign currencydenominated debt securities reported as Trading securities. Net trading gains (losses) for the fiscal years ended
March 31, 2021, 2022 and 2023 are comprised of the following:
2021

2022

2023

(in millions of yen)

Trading account gains (losses)—net:
Trading securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative contracts:
Interest rate contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange contracts (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity-related contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit-related contracts (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(27,893)
115,181(209,488)(55,646)
23,680(130,312)
145,979
728,226(13,272)
7,762(508,743)
317,459
534,615(3,204)59,599Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange gains (losses)—net (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

120,596
89,267(491,947)
91,611(603,910)
189,526

Net trading gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

209,863(400,336)(414,384)

274,762(1,230,330) (1,003,636)

Notes:(1) Amounts include gains and losses on currency swaps.
(2) Amounts do not include the net gains (losses) of ¥(2,956) million, ¥(605) million and ¥(653) million on thecredit derivatives economically managing the credit risk of loans during the fiscal years ended March 31,
2021, 2022 and 2023, respectively. The net gains (losses) is recorded in Other noninterest income(expenses).
(3) Amounts include realized and unrealized gains and losses on both derivative instruments and nonderivative
instruments. Amounts on derivative instruments include gains and losses on forward foreign exchange
contracts and currency options. Amounts on nonderivative instruments include translation gains and losses
related to foreign currency-denominated debt securities reported as Trading securities.
26. Fair value
Fair value measurements
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability(an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction
between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which
requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs whenmeasuring fair value. In addition, ASC 820 precludes (1) the deferral of gains and losses at inception of certain
derivative contracts whose fair value was not evidenced by market-observable data, and (2) the use of block
discounts when measuring the fair value of instruments traded in an active market, which were previously
applied to large holdings of publicly traded financial instruments.
F-87

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Fair value hierarchy
ASC 820 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 to measure fairvalue:
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 exchange-traded
instruments. If no quoted market prices are available, the fair values of debt securities andover-the-counter derivative contracts in this category are determined using pricing models with inputs
that are 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
values are determined using pricing models, discounted cash flow methodologies, or similar
techniques, as well as instruments for which the determination of fair value requires significant
management judgment or estimation.
Valuation process
The MHFG Group has established valuation policies which govern the principles of fair value measurements andthe authority and duty of each department. The Group has also established procedure manuals which describe
valuation techniques and related inputs for determining the fair values of various financial instruments. The
policies require that the measurement of fair values be carried out in accordance with the procedures performedby the risk management departments or the back offices which are independent from the front offices. The
policies also require the risk management departments to check and verify whether the valuation methodologies
defined in the procedure manuals are fair and proper and the internal audit departments to periodically review thecompliance with the procedures throughout the Group. Although the valuation methodologies and related inputs
are consistently used from period to period, a change in the market environment sometimes leads to a change inthe valuation methodologies and the inputs. For instance, a change in market liquidity due to a delisting or a newlisting is one of the key drivers of revisions to the valuation methodologies and the inputs. The key drivers also
include the availability or the lack of market observable inputs and the development of new valuation
methodologies. Price verification performed through the Group’s internal valuation process has an important rolein identifying whether the valuation methodologies and the inputs need to be changed. The internal valuation
process over the prices broker-dealers provide, primarily for Japanese securitization products, is described in
more detail below in Available-for-sale securities. A change in the valuation methodologies and/or the inputs
requires the revision of the valuation policies and procedure manuals, which is required to be approved by theappropriate authority, either the CEO, the head of risk management, and/or the head of accounting, depending on
the nature and characteristics of the change.
The following is a description of valuation methodologies and inputs used for assets and liabilities measured atfair value on a recurring basis, including the general classification of such instruments pursuant to the fair value
hierarchy and the MHFG Group’s valuation techniques used to measure fair values. During the fiscal year ended
March 31, 2023, there were no significant changes made to the Group’s valuation techniques and related inputs.
F-88

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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 the 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 equity 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 prices are available, the Group estimates fair values by using pricing models
with 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 liquid market conditions exist for securities, the quoted prices are stale or the prices from independentsources vary significantly, such securities are generally classified in Level 3 of the fair value hierarchy. The fairvalues of securitization products such as RMBS, CMBS, ABS, and CLO are determined primarily by using a
discounted cash flow model. The key inputs used for the model include default rates, recovery rates, prepayment
rates, and discount rates. Though most securitization products are classified in Level 2, if the significant inputs
are unobservable or cannot be corroborated by observable market data, these financial instruments are classified
in Level 3.
Hedge funds the Group invests in are primarily multi strategy funds that employ a fundamental bottom-up
investment approach across various asset classes globally. Hedge funds are measured at the net asset value(“NAV”) per share and the Group has the ability to redeem its investment with the investees at the NAV pershare at the measurement date or within the near term. Private equity funds have specific investment objectives inconnection with their acquisition of equity interests in new and emerging firms in need of capital. Employing
venture capital strategies, they provide financing and other support to start-up businesses, medium and small
entities in particular geographical areas, and to companies with certain technologies or companies in high-growthindustries. Real estate funds invest globally and primarily in real estate companies, debt recapitalizations anddirect property. Private equity funds and real estate funds are measured using the NAV per share practical
expedient and the Group does not have the ability to redeem its investment in the investees at the NAV per shareat the measurement date or within the near term. It is estimated that the underlying assets of the funds would beliquidated within a ten-year period.
Derivative financial instruments
Exchange-traded derivatives are valued using quoted market prices and consequently are classified in Level 1 of
the fair value hierarchy. However, the majority of derivatives entered into by the Group are executed
over-the-counter and are valued using internal valuation techniques as no quoted market prices are available forsuch instruments. The valuation techniques depend on the type of derivatives. The principal techniques used tovalue these instruments are discounted cash flow models and the Black-Scholes option pricing model, which arewidely accepted in the financial services industry. The key inputs vary by the type of derivatives and the natureof the underlying instruments and include interest rate yield curves, foreign exchange rates, the spot price of theunderlying, volatility and correlation. Each item is classified 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. In addition, the Group records credit-risk valuation
adjustments on over-the-counter derivatives to reflect the credit quality of its counterparties. The Groupcalculates these credit-risk valuation adjustments using modeled expected exposure, and default probabilities andseverity factors that are developed from market credit spreads and other related market information. Also, theGroup records funding valuation adjustments to reflect the impact of funding on uncollateralized
over-the-counter derivatives and derivatives where the Group is not permitted to use the collateral received, andis recognized where there is evidence that a market participant would incorporate the adjustment into the transfer
F-89

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)of the instrument. The Group calculates these funding valuation adjustments incorporating the expected future
funding requirements arising from the Group’s positions and the estimated market funding cost which considers
the Group’s credit risk. The Group measures these valuation adjustments based on net exposure of a group offinancial assets and financial liabilities to credit risk.
Available-for-sale securities
The fair values of available-for-sale securities are determined primarily using the same procedures describedunder trading securities above. Since private placement bonds have no quoted market prices, the fair values ofsuch bonds are estimated based on a discounted cash flow model using interest rates approximating the current
rates for instruments with similar maturities and credit risk. Private placement bonds are classified in either
Level 2 or Level 3 depending on the observability of the significant inputs to the model, such as credit risk. The
fair values of securitization products such as RMBS, CMBS and ABS are generally based upon single
non-binding quoted prices from broker-dealers. Such quotes are validated through the Group’s internal processes
and controls. In rare instances where the Group finds the quoted prices to be invalid through its internal valuation
process, it adjusts those prices or alternatively estimates their fair values by using a discounted cash flow model
to incorporate the Group’s estimates of key inputs such as the most recent value of each underlying asset, cash
flows of the underlying assets, and discount margin. The validation of such prices varies depending on the natureand type of the products. For the majority of RMBS and ABS, broker quotes are validated by investigating
significant unusual monthly valuation fluctuations and comparing to prices internally computed throughdiscounted cash flow models using assumptions and parameters provided by brokers such as the cash flows ofunderlying assets, yield curve, prepayment speed and credit spread. For the majority of CMBS, the Groupvalidates broker quotes through a review process that includes the investigation of significant unusual monthly
valuation fluctuations and/or a review of underlying assets with significant differences between the valuations of
the Group and the broker-dealers being identified. Though most securitization products are classified in Level 2,
if the significant inputs are unobservable or cannot be corroborated by observable market data, these financial
instruments are classified in Level 3.
Equity securities
Equity securities mainly consist of marketable equity securities. The fair values of the marketable equity
securities are based upon quoted market prices for identical equity securities trading as securities in an active
market. Equity securities also include investments in certain investment funds measured using the NAV per sharepractical expedient including private equity funds and real estate funds. These securities are determined primarily
using the same procedures described under Trading securities and trading securities sold, not yet purchased
above.
Other investments
Other investments consist of investments held by consolidated investment companies. These companies typicallyhold investments in marketable and non-marketable equity securities and debt securities. The fair value of themarketable equity securities is based upon quoted market prices. The fair value of the non-marketable equity
securities is based upon significant management judgment, as very limited quoted prices exist. When evaluatingsuch securities, the Group firstly considers recent market transactions of identical securities, if applicable.
Thereafter, the Group uses commonly accepted valuation techniques such as earnings multiples based oncomparable public securities. Non-marketable equity securities are generally classified in Level 3 of the fairvalue hierarchy. The fair value of the debt securities is estimated using a discounted cash flow model, since they
have no quoted market prices. Those debt securities are classified in Level 3, because the credit risk isunobservable.
F-90

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Long-term debt
Fair value accounting is elected for certain long-term debt instruments with embedded derivatives. The fairvalues are determined using a discounted cash flow model that considers the embedded derivatives and the terms
and payment structures of the notes. The fair values of the derivatives embedded in such notes are primarily
derived by using the same procedures described in Derivative financial instruments above. Such notes areclassified in Level 2 or Level 3 depending on the observability of the significant inputs into the model used todetermine the fair value of the embedded derivatives. The Group also measures certain notes that containembedded derivatives at fair value under the practicability exception. For these instruments, fair value is basedon quoted prices for identical debt traded as a security in inactive markets. These instruments are classified in
Level 2 of the fair value hierarchy.

F-91

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, 2022 and 2023, including those forwhich the MHFG Group has elected the fair value option, are summarized below:

2022

Level 1

Level 2

Level 3

Assets/Liabilities
measured
at fair value(in billions of yen)

Assets:Trading securities(1):Japanese government bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,604
11Japanese local government bonds . . . . . . . . . . . . . . . . . . . . . . . .
—145
U.S. Treasury bonds and federal agency securities . . . . . . . . . .
2,353
711
Other foreign government bonds . . . . . . . . . . . . . . . . . . . . . . . .
907
639
Agency mortgage-backed securities . . . . . . . . . . . . . . . . . . . . . .
—3,176
Residential mortgage-backed securities . . . . . . . . . . . . . . . . . . .
——Certificates of deposit and commercial paper . . . . . . . . . . . . . . .
—
640
15
2,743
Corporate bonds and other(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,381
213
Trading securities measured at net asset value(3) . . . . . . . . . . . .
Derivative financial instruments:
Interest rate contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
89
4,513
Foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—4,404
Equity-related contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
77
323
Credit-related contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—116
Other contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49
18
Available-for-sale securities:
Japanese government bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,662
497
Japanese local government bonds . . . . . . . . . . . . . . . . . . . . . . . .
—420
U.S. Treasury bonds and federal agency securities . . . . . . . . . .
373—
Other foreign government bonds . . . . . . . . . . . . . . . . . . . . . . . .
363
973
Agency mortgage-backed securities . . . . . . . . . . . . . . . . . . . . . .
—451
Residential mortgage-backed securities . . . . . . . . . . . . . . . . . . .
—40
Commercial mortgage-backed securities . . . . . . . . . . . . . . . . . .
—854
Japanese corporate bonds and other debt securities . . . . . . . . . .
—1,920
Foreign corporate bonds and other debt securities . . . . . . . . . . .
—671
Equity securities:
Equity securities with readily determinable fair values . . . . . . .
3,094
61
Equity securities measured at net asset value(3) . . . . . . . . . . . . .
Other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2—
Total assets measured at fair value on a recurring basis . . . . . . . . . . . . . . . 34,969 23,539
Liabilities:
Trading securities sold, not yet purchased . . . . . . . . . . . . . . . . . . . . .
Derivative financial instruments:
Interest rate contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity-related contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit-related contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities measured at fair value on a recurring basis . . . . . . . . . . . .
F-92

—
—
—
—
—
8
—
71
28

1,615
145
3,064
1,546
3,176
8
640
2,829
1,622
284

22
32
26
2
52

4,624
4,436
426
118
119

—
—
—
—
—
18
—
315
117

25,159
420
373
1,336
451
58
854
2,235
788

—
56
747

3,155
210
58
59,749

2,035

—

5,089

80
4,636
—
4,472
122
183
—
120
28
36
—
1,962
3,284 13,444

—
—
40
1
52
794
887

4,716
4,472
345
121
116
2,756
17,615

3,054

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

2023

Level 1

Level 2

Level 3

Assets/Liabilities
measured
at fair value(in billions of yen)

Assets:Trading securities(1):Japanese government bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Japanese local government bonds . . . . . . . . . . . . . . . . . . . . . . . .
U.S. Treasury bonds and federal agency securities . . . . . . . . . .
Other foreign government bonds . . . . . . . . . . . . . . . . . . . . . . . .
Agency mortgage-backed securities . . . . . . . . . . . . . . . . . . . . . .
Residential mortgage-backed securities . . . . . . . . . . . . . . . . . . .
Certificates of deposit and commercial paper . . . . . . . . . . . . . . .
Corporate bonds and other(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading securities measured at net asset value(3) . . . . . . . . . . . .
Derivative financial instruments:
Interest rate contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity-related contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit-related contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Available-for-sale securities:
Japanese government bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Japanese local government bonds . . . . . . . . . . . . . . . . . . . . . . . .
U.S. Treasury bonds and federal agency securities . . . . . . . . . .
Other foreign government bonds . . . . . . . . . . . . . . . . . . . . . . . .
Agency mortgage-backed securities . . . . . . . . . . . . . . . . . . . . . .
Residential mortgage-backed securities . . . . . . . . . . . . . . . . . . .
Commercial mortgage-backed securities . . . . . . . . . . . . . . . . . .
Japanese corporate bonds and other debt securities . . . . . . . . . .
Foreign corporate bonds and other debt securities . . . . . . . . . . .
Equity securities:
Equity securities with readily determinable fair values . . . . . . .
Equity securities measured at net asset value(3) . . . . . . . . . . . . .
Other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets measured at fair value on a recurring basis . . . . . . . . . . . . . . .
Liabilities:
Trading securities sold, not yet purchased . . . . . . . . . . . . . . . . . . . . .
Derivative financial instruments:
Interest rate contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity-related contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit-related contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities measured at fair value on a recurring basis . . . . . . . . . . . .
F-93

1,187
—
1,917
658
—
—
—
—
1,859

7
138
1,377
786
5,309
—
516
2,406
370

—
—
—
—
—
—
—
47
21

1,194
138
3,294
1,444
5,309
—
516
2,453
2,250
111

218
—
39
—
15

8,103
4,200
73
143
12

53
22
33
1
20

8,374
4,222
145
144
47

15,771
—
376
322
—
—
—
—
—

678
555
—
986
522
34
862
2,008
916

—
—
—
—
—
13
—
101
90

16,449
555
376
1,308
522
47
862
2,109
1,006

3,052

161

—

—

—

63

3,213
271
63

25,41430,162464

56,422

2,954

3,513

—

6,467

244
—
46
—
10
—

8,271
4,005
91
124
15
1,844

2
8
60
2
18
836

8,517
4,013
197
126
43
2,680

3,254

17,863926

22,043

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Notes:(1) Trading securities include foreign currency denominated securities for which the MHFG Group elected thefair value option.
(2) The amount includes CLO and convertible bonds, which are classified in Level 3.
(3) In accordance with ASC 820, certain investments that are measured at fair value using the net asset value
per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fairvalue amounts presented for these classes of assets are intended to permit the reconciliation of the fairvalue hierarchy to the amounts presented in the statements of financial position. The amounts of unfunded
commitments related to these investments at March 31, 2022 and 2023 were ¥68 billion and ¥52 billion,
respectively.
(4) Amounts represent items for which the Group elected the fair value option or for which it applied thepracticability exception.
Items measured at fair value on a recurring basis using significant unobservable inputs (Level 3)
The following table presents a reconciliation for all assets and liabilities measured at fair value on a recurring
basis using significant unobservable inputs (Level 3) for the fiscal years ended March 31, 2022 and 2023:

2022

Change inunrealized
Gains
Gains Transfers Transfers
gains
April 1, (losses) in (losses)
into
out ofSettle- March 31, (losses)
2021 Earnings in OCI Level 3
Level 3 Purchases Sales Issuances ments
2022
still held(6)(in billions of yen)
Assets:Trading securities:
Residential mortgage-backed
securities . . . . . . . . . . . . . . . .
9Corporate bonds and other . . . . 1,033
Equity securities . . . . . . . . . . . .
29
Derivative financial instruments,
net(1):
Interest rate contracts . . . . . . . .
8Foreign exchange contracts . . .
23Equity-related contracts . . . . . .
(21)
Credit-related contracts . . . . . . .
2
Other contracts . . . . . . . . . . . . . —Available-for-sale securities:
Residential mortgage-backed
securities . . . . . . . . . . . . . . . .
23
Commercial mortgage-backed
securities . . . . . . . . . . . . . . . . 716
Japanese corporate bonds andother debt securities . . . . . . . 365
Foreign corporate bonds andother debt securities . . . . . . . 132
Other investments . . . . . . . . . . . . . . .
53

— (3)
2(3)

Liabilities:
Trading securities sold, not yetpurchased . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . .

— (2)
61(5)

—
713

— (2)
7(2)
— (2)

—
—
—

—
—
—

—
(452)
—

—
143
—

—
(72)
—

—
—
—

(1)
(588)
(1)

8
71
28

—

11(2)
8(2)
(11)(2)(3)(2)
1(2)

—
—
—
—
—

—
—
—
—
—

—
—
—
—
—

—
—
—
—
—

—
—
—
—
—

—
—
—
—
—

3
1
18
2
(1)

22
32
(14)
1
—

(22)
7
(23)
(1)
—

— (3)

— (4)

—

—

—

—

—

(5)

18

—

(689)

62

(60)

—

(29)

—

—

5(3)

(5)(4) —(20)(3)

3
1

1(4)

—

(4)

11

—

—

(38)

315

(19)

7(4)
—

—
—

(4)
—

47
37

—
(3)

—
—

(65)
(33)

117
56

1
(2)

—

—

—
(6)

—
—

—
—

—
534

—
(389)

—
794

—
77

1(4)

4

F-94

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Change inunrealized
Gains
Gains Transfers Transfers
gains
April 1, (losses) in (losses)
into
out ofSettle- March 31, (losses)
2022 Earnings in OCI Level 3
Level 3 Purchases Sales Issuances ments
2023
still held(6)2023(in billions of yen)
Assets:Trading securities:
Residential mortgage-backed
securities . . . . . . . . . . . . . . . .
Corporate bonds and other . . . .
Equity securities . . . . . . . . . . . .
Derivative financial instruments,
net(1):
Interest rate contracts . . . . . . . .
Foreign exchange contracts . . .
Equity-related contracts . . . . . .
Credit-related contracts . . . . . . .
Other contracts . . . . . . . . . . . . .
Available-for-sale securities:
Residential mortgage-backed
securities . . . . . . . . . . . . . . . .
Commercial mortgage-backed
securities . . . . . . . . . . . . . . . .
Japanese corporate bonds andother debt securities . . . . . . .
Foreign corporate bonds andother debt securities . . . . . . .
Other investments . . . . . . . . . . . . . . .
Liabilities:
Trading securities sold, not yetpurchased . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . .

8
71
28

(1)(2) —4(2) —— (2) —

—
13
—

—
(15)
—

—
104
2

(6)
(46)
(6)

—
—
—

(1)
(84)
(3)

—
47
21

—
—
(1)

22
32
(14)
1
—

31(2)
(5)(2)(26)(2)(1)(2)
2(2)

—
—
—
—
—

—
—
—
—
—

—
—
—
—
—

—
—
—
—
—

—
—
—
—
—

—
—
—
—
—

(2)
(13)
13
(1)
—

51
14
(27)
(1)
2

(22)
(6)
(107)
(5)
2

18

— (3)

— (4)

—

—

—

—

—

(5)

13

—

—

— (3)

— (4)

—

—

—

—

—

—

—

—

315

— (3)

3(4)

—

—

25

—

—

(242)

101

117
56

— (3)
3(3)

1(4)

—
—

(54)
(1)

63
36

—
—

—
—

(37)
(31)

90
63

—

—

—
794

— (2)
29(5)

—
10(4)

—

—
(2)

(1)
—

—

—
323

—
(241)

—
836

—
60

1

1

8
1

Notes:

(1)
(2)
(3)
(4)
(5)
(6)

Total Level 3 derivative exposures have been netted on the table for presentation purposes only.
Gains (losses) in Earnings are reported in Trading account gains (losses)—net, Foreign exchange gains(losses)—net or Other noninterest income (expenses).
Gains (losses) in Earnings are reported in Investment gains (losses)—net.
Gains (losses) in OCI are reported in Other comprehensive income (loss).
Gains (losses) in Earnings are reported in Other noninterest income (expenses).
Amounts represent total gains or losses recognized in earnings and other comprehensive income (loss)
during the period. These gains or losses were attributable to the change in fair value relating to assets andliabilities classified as Level 3 that were still held at March 31, 2022 and 2023. The amounts of unrealized
gains (losses) in other comprehensive income (loss) are related to Available-for-sale securities and Longterm debt, which were ¥2 billion and ¥2 billion, respectively, at March 31, 2022, and ¥8 billion and¥11 billion, respectively, at March 31, 2023.

Transfers between levels
During the fiscal year ended March 31, 2022, the transfers out of Level 3 included ¥452 billion of Trading
securities and ¥693 billion of Available-for-sale securities. Assessing the significance of an input to themeasurement requires judgment under ASC 820 and the MHFG Group previously evaluated that unobservable
inputs in the valuation model were significant for certain Trading and Available-for-sale securities. During the
fiscal year ended March 31, 2022, the Group refined the governance process over the fair value hierarchy byintroducing certain tools, criteria and scenarios when considering if an input is significant to the fair value andwhether the observable data was reliable. The transfers were supported by improvement in liquidity and pricetransparency since the start of the COVID-19 pandemic. Transfers out of Level 3 for Trading securities were
F-95

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
primarily due to assessing the significance of unobservable inputs for certain corporate bonds and other debt
securities. The Group changed the criteria for the quantitative sensitivity analysis for these securities to assess thesignificance of unobservable inputs, such as prepayment rate, default rate, and recovery rate. Transfers out of
Level 3 for Available-for-sale securities were primarily due to assessing the significance of unobservable inputs
for certain CMBS. The Group changed the criteria for the quantitative sensitivity analysis for these securities toassess the significance of unobservable inputs, such as discount margin. These methods and criteria areperiodically verified by the middle and back office.
Other than the above transfers between levels, during the fiscal year ended March 31, 2022, the transfers out of
Level 3 included ¥4 billion of Available-for-sale securities and ¥6 billion of Long-term debt. Transfers out of
Level 3 for Available-for-sale securities were primarily due to increased liquidity for certain Foreign corporate
bonds and other debt securities. Transfers out of Level 3 for Long-term debt were primarily due to changes in theobservability of the default rate when valuing certain structured notes. During the fiscal year ended March 31,
2022, the transfers into Level 3 included ¥4 billion of Long-term debt. Transfers into Level 3 for Long-term debt
were primarily due to changes in the observability of the default rate when valuing certain structured notes.
During the fiscal year ended March 31, 2023, the transfers into Level 3 included ¥13 billion of Trading securitiesand ¥1 billion of Long-term debt. Transfers into Level 3 for Trading securities were primarily due to decreased
price transparency for certain foreign bonds. Transfers into Level 3 for Long-term debt were primarily due tochanges in the observability of the default rate when valuing certain structured notes. During the fiscal year
ended March 31, 2023, the transfers out of Level 3 included ¥15 billion of Trading securities, ¥54 billion of
Available-for-sale securities, ¥2 billion of Long-term debt and ¥1 billion of Other investments. Transfers out of
Level 3 for Trading securities were primarily due to increased price transparency for certain foreign bonds.
Transfers out of Level 3 for Available-for-sale securities were primarily due to increased price transparency forcertain Foreign corporate bonds and other debt securities. Transfers out of Level 3 for Long-term debt wereprimarily due to changes in the observability of the default rate when valuing certain structured notes. Transfers
out of Level 3 for Other investments were primarily due to increased price transparency for certain investments.

F-96

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Quantitative information about Level 3 fair value measurements
The following table presents information about significant unobservable inputs related to the MHFG Group’smaterial classes of Level 3 assets and liabilities at March 31, 2022 and 2023:
2022
Products/Instruments

Fair value Principal valuation technique Unobservable inputs Range of input values

Average(4)(in billions of yen, except for percentages and basis points)
Trading securities andAvailable-for-salesecurities:
Residential mortgagebacked securities

26

Discounted cash flow
Price-based

Prepayment rate
Default rate
Recovery rate
Discount margin

0.4%–18.1%
0.0%–0.5%
100.0%–100.0%
30.0bps–167.1bps

5.8%
0.0%
100.0%
53.1bps503

Discounted cash flow
Price-based

Prepayment rate(1)Default rate(1)Recovery rate(1)Discount margin(1)Discount margin(2)

5.8%–24.5%
0.2%–59.7%
10.0%–39.7%
35.4bps–102.5bps
3.9bps–446.6bps

24.3%
0.7%
39.5%
47.1bps
340.4bps

22

Internal valuation model(3)IR – IR correlation

23.2%–100.0%

75.0%

Foreign exchange
contracts

32

Internal valuation model(3)FX – IR correlation
FX – FX correlation

11.4%–52.3%
41.4%–64.8%

31.4%
53.1%

Equity-related
contracts(14)Internal valuation model(3)Equity – IR correlation
Equity correlation
Equity volatility

25.0%–25.0%
3.2%–100.0%
12.6%–120.5%

25.0%
89.9%
47.3%

Credit-related
contracts

1

Internal valuation model(3)Default rate
Credit correlation

0.1%–8.0%
42.6%–100.0%

1.5%
66.2%

Other contracts—

Internal valuation model(3)Commodity volatility

0.0%–89.4%

55.4%

794

Internal valuation model(3)IR – IR correlation
FX – IR correlation
FX – FX correlation
Equity – IR correlation
Equity – FX correlation
Equity correlation
Equity volatility
Default rate
Credit correlation

23.2%–100.0%
11.4%–52.3%
41.4%–64.8%
25.0%–25.0%-16.9%–16.8%
3.2%–100.0%
8.7%–120.5%
0.1%–8.0%
18.6%–100.0%

75.0%
38.9%
53.1%
25.0%
0.0%
89.6%
34.0%
1.5%
63.9%

Corporate bonds andother debt
securities

Derivative financial
instruments, net:
Interest rate contracts

Long-term debt

F-97

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
2023
Products/Instruments

Fair value Principal valuation technique Unobservable inputs Range of input values

Average(4)(in billions of yen, except for percentages and basis points)
Trading securities andAvailable-for-salesecurities:
Residential mortgagebacked securities

13

Discounted cash flow
Price-based

Prepayment rate
Default rate
Recovery rate
Discount margin

0.2%–17.6%
0.0%–2.2%
100.0%–100.0%
30.0bps–167.1bps

4.4%
0.2%
100.0%
47.0bps238

Discounted cash flow
Price-based

Prepayment rate(1)Default rate(1)Recovery rate(1)Discount margin(1)Discount margin(2)21.7%–21.7%
0.2%–0.2%
40.5%–40.5%
98.8bps–209.9bps
3.5bps–171.2bps

21.7%
0.2%
40.5%
116.2bps
20.1bps51

Internal valuation model(3)IR – IR correlation

23.2%–100.0%

75.0%

Foreign exchange
contracts

14Internal valuation model(3)FX – IR correlation
FX – FX correlation

5.5%–58.2%
39.0%–64.7%

39.9%
51.9%

Equity-related
contracts(27)

Internal valuation model(3)Equity – IR correlation
Equity – FX correlation
Equity correlation
Equity volatility

25.0%–25.0%
0.0%–60.0%
73.9%–100.0%
10.3%–95.4%

25.0%
33.7%
96.7%
44.1%

Credit-related
contracts(1)

Internal valuation model(3)Default rate

0.1%–12.2%

2.1%

Other contracts

2

Internal valuation model(3)Commodity volatility

20.0%–54.5%

39.8%

836

Internal valuation model(3)IR – IR correlation
FX – IR correlation
FX – FX correlation
Equity – IR correlation
Equity – FX correlation
Equity correlation
Equity volatility
Default rate
Credit correlation

23.2%–100.0%
5.5%–58.2%
39.0%–64.7%
25.0%–25.0%-16.3%–93.3%
3.2%–100.0%
5.9%–180.8%
0.1%–13.1%
47.6%–100.0%

75.0%
39.9%
51.9%
25.0%
0.0%
90.8%
34.1%
2.3%
68.3%

Corporate bonds andother debt
securities

Derivative financial
instruments, net:
Interest rate contracts

Long-term debt

Notes:(1) These inputs are mainly used for determining the fair values of securitization products such as CDO, CLO and ABS, other than RMBS
and CMBS.
(2) This input is mainly used for determining the fair values of Japanese corporate bonds and foreign corporate bonds.
(3) Internal valuation model includes discounted cash flow models and the Black-Scholes option pricing model.
(4) Averages are calculated by weighting each input by the relative fair value of the respective financial instruments except for derivative
related inputs where medians are used.
(5) The range of inputs for equity securities is not disclosed, as there is a dispersion of values given the number of positions.
IR = Interest rate
FX = Foreign exchange

Uncertainty of fair value measurements relating to unobservable inputs and interrelationships among
unobservable inputs
The following is a description of the uncertainty of the fair value measurements from the use of significant
unobservable inputs and a description of interrelationships of the significant unobservable inputs used to measure
the fair values of Level 3 assets and liabilities.
F-98

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)(1) Prepayment rate
The prepayment rate is the estimated rate at which voluntary unscheduled repayments of the principal of theunderlying assets are expected to occur. The movement of the prepayment rate is generally negatively correlatedwith borrower delinquency. A change in prepayment rate would impact the valuation of the fair values offinancial instruments either positively or negatively, depending on the structure of financial instruments.
(2) Default rate
The default rate is an estimate of the likelihood of not collecting contractual payments. An increase in the default
rate would generally be accompanied by a decrease in the recovery rate and an increase in the discount margin. It
would also generally impact the valuation of the fair values of financial instruments negatively.
(3) Recovery rate
The recovery rate is an estimate of the percentage of contractual payments that would be collected in the event ofa default. An increase in recovery rate would generally be accompanied by a decrease in the default rate. It would
also generally impact the valuation of the fair values of financial instruments positively.
(4) Discount margin
The discount margin is the portion of the interest rate over a benchmark market interest rate such as Tokyo
Interbank Offered Rate (“TIBOR”) or swap rates. It primarily consists of a risk premium component which is theamount of compensation that market participants require due to the uncertainty inherent in the financial
instruments’ cash flows resulting from credit risk. An increase in discount margin would generally impact thevaluation of the fair values of financial instruments negatively.
(5) Correlation
Correlation is the likelihood of the movement of one input relative to another based on an establishedrelationship. The change in correlation would impact the valuation of derivatives either positively or negatively,
depending on the nature of the underlying assets.
(6) Volatility
Volatility is a measure of the expected change in variables over a fixed period of time. Some financial
instruments benefit from an increase in volatility and others benefit from a decrease in volatility. Generally, for along position in an option, an increase in volatility would result in an increase in the fair values of financial
instruments.

F-99

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Items measured at fair value on a nonrecurring basis
Certain assets and liabilities are measured at fair value on a nonrecurring basis. 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 have been written down to fair value as a result of impairment. The following table shows the fairvalue hierarchy for these items as of March 31, 2022 and 2023:
2022

Total

Level 1

Level 2

Level 3Aggregate cost(in billions of yen)

Assets:Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans held-for-sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity securities (without readily determinable fair values) . . . . .
Premises and equipment—net . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

81
76
4
—
—

—
—
—
—
—

—
27
3
—
—

81
49
1
—
—

128
77
4
13
3

Total assets measured at fair value on a nonrecurring basis . . . . .

161

—

30

131

225

2023

Total

Level 1

Assets:Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans held-for-sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity securities (without readily determinable fair values) . . . . .
Other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Premises and equipment—net . . . . . . . . . . . . . . . . . . . . . . . . . . . .

97
216
4
94
1

—
—
—
93
—

—
16
4
—
—

97
200
—
1
1

165
282
5
122
2

Total assets measured at fair value on a nonrecurring basis . . . . .

412

93

20

299

576

Level 2 Level 3(in billions of yen)

Aggregate cost

Note: The fair values may not be current as of the dates indicated, but rather as of the date the fair value change
occurred. Accordingly, the carrying values may not equal current fair value.
Loans in the table above became nonaccrual and are measured based upon the observable market price of theloan, which is classified as Level 2, or the fair value of the underlying collateral, which is classified as Level 3.
Loans held-for-sale in the table above are accounted for at the lower of cost or fair value at the end of the period.
The items for which fair values are determined by using actual or contractually determined selling price data areclassified as Level 2. Due to the lack of current observable market information, the determination of the fairvalues for items other than the aforementioned requires significant adjustment based upon management judgment
and estimation, which results in such items being classified in Level 3 of the hierarchy. Loans held-for-saleclassified as Level 3 were measured at fair value based on market comparables. The significant unobservable
inputs were price, whose ranges were from ¥97.0 to ¥100.0 and from ¥0.0 to ¥99.6 at March 31, 2022 and 2023,
respectively. The weighted averages were ¥99.0 and ¥77.6 at March 31, 2022 and 2023, respectively.
Equity securities (without readily determinable fair values) in the table above consist of non-marketable equity
securities which are measured at fair value on a nonrecurring basis, using the measurement alternative fornon-marketable equity securities. These equity securities are on a nonrecurring basis either (1) written down tofair value as a result of impairment or (2) adjusted upward or downward to fair value as a result of transactions
observed for the identical or similar securities of the same issuer. The fair values of the impaired non-marketable
equity securities are determined primarily by using a liquidation value technique. As significant management
F-100

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
judgment or estimation is required in the determination of the fair values of non-marketable equity securities,
they are classified as Level 3. The fair values of non-marketable equity securities adjusted based on observed
transaction prices are mainly classified as Level 2.
Other investments in the table above include certain equity method investments which have been impaired andwritten down to fair value. The fair values of the impaired marketable equity method investments are determinedby their quoted market prices. As the securities are traded on an active exchange market, they are classified as
Level 1. The fair values of the impaired non-marketable equity method investments are determined primarily byusing a liquidation value technique. As significant management judgment or estimation is required in thedetermination of the fair values of non-marketable equity method investments, they are classified as Level 3.
There were no other investments measured at fair value on a nonrecurring basis as of March 31, 2022.
Premises and equipment—net and Other assets in the table above have been impaired and written down to fairvalue. There were no other assets measured at fair value on a nonrecurring basis as of March 31, 2023.
Fair value option
The MHFG Group elected the fair value option for certain eligible financial instruments described below.
Foreign currency denominated debt securities
The MHFG Group elected the fair value option for foreign currency denominated debt securities to mitigate thevolatility in earnings due to the difference in the recognition of foreign exchange risk between foreign currency
denominated debt securities and financial liabilities. Following the election of the fair value option, these debt
securities are reported 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. The Group elected the fair value option for certain structured
notes to mitigate accounting mismatches and to achieve operational simplifications. Fair value option has only
been elected for part of the portfolio as the Group would not achieve operational simplifications. In addition, theGroup measures certain notes that contain embedded derivatives at fair value under the practicability exception.
These notes continue to be reported in Long-term debt and interest on these notes continues to be reported inInterest expense on long-term debt based on the contractual rates. Only an immaterial amount included in Longterm debt in the statement of financial position is not eligible for fair value option. The differences between theaggregate fair value of these notes and the aggregate unpaid principal balance of such instruments were
¥90 billion and ¥161 billion at March 31, 2022 and 2023, respectively. The net unrealized gains (losses) resulting
from changes in fair values of these notes recorded in Other noninterest income (expenses) were of ¥(10) billion,¥38 billion and ¥54 billion for the fiscal years ended March 31, 2021, 2022 and 2023, respectively. Changes infair value resulting from changes in instrument-specific credit risk were estimated by incorporating theCompany’s current credit spreads observable in the bond market.
Fair value of financial instruments
ASC 825, “Financial Instruments” (“ASC 825”), requires the disclosure of the estimated fair value of financial
instruments. The fair value of financial instruments is the amount that would be exchanged between willing
parties, other than in a forced sale or liquidation. Quoted market prices, if available, are best utilized as estimatesof 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. Such estimation methods are described
F-101

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
in more detail below. These estimates could be significantly affected by different sets of assumptions. There arecertain limitations to management’s best judgment in estimating fair values of financial instruments and inherent
subjectivity involved in estimation methodologies and assumptions used to estimate fair value. Accordingly, thenet realizable or liquidation values could be materially different from the estimates presented below.
The following is a description of the valuation methodologies used for estimating the fair value of financial
assets and liabilities not carried at fair value on the MHFG Group’s consolidated balance sheets.
Cash and due from banks, interest-bearing deposits in other 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 rates.
Investments
The fair value of held-to-maturity securities is determined primarily by using the same procedures and techniques
described for trading securities and available-for-sale securities aforementioned in this Note. The fair value of
non-marketable equity securities is not readily determinable, nor practicable to estimate, due to the lack ofavailable information. Their carrying amounts of ¥207 billion and ¥208 billion at March 31, 2022 and 2023,
respectively, were not included in the disclosure.
Loans
Loans have been fair valued based on the type of loan, credit quality, prepayment assumptions and remaining
maturity. The fair value of loans is determined based on discounted cash flows using interest rates approximating
the MHFG Group’s current rates for similar loans. The fair value of collateral dependent nonaccrual loans isdetermined based on the fair value of the underlying collateral.
Other financial assets
The carrying value of other financial assets, which primarily consist of accounts receivable from brokers, dealers,and customers for securities transactions, accrued income and collateral provided for derivative transactions,approximates the fair value of these assets since they generally involve limited losses from credit risk or haveshort-term maturities with interest rates that approximate market rates. The majority of other financial assets isclassified as Level 2, and included in the table in Note 12 “Other assets and liabilities.”
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 rates.
Interest-bearing deposits
The carrying value of demand deposits approximates the fair value since it represents the amount payable on
demand at the balance sheet date. The fair value of time deposits and certificates of deposit is primarily estimated
F-102

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
based on discounted cash flow analysis using current interest rates for instruments with similar maturities. The
carrying value of short-term certificates of deposit approximates the fair value.
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 rates.
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 rates. The fair value of certain
borrowings is estimated based on discounted cash flow analysis using interest rates approximating the MHFG
Group’s incremental borrowing rates for instruments with similar maturities.
Long-term debt
Long-term debt is fair valued using quoted market prices, if available. Otherwise, the fair value of long-term debt
is estimated based on discounted cash flow analysis using interest rates approximating the MHFG Group’s
incremental borrowing rates for instruments with similar maturities.
Other financial liabilities
The carrying value of other financial liabilities, which primarily consist of accounts payable to brokers, dealers,and customers for securities transactions, accrued expenses and collateral accepted for derivative transactions,approximates the fair value since they generally have short-term maturities with interest rates that approximate
market rates. The majority of other financial liabilities is classified as Level 2, and included in the table in
Note 12 “Other assets and liabilities.”
The fair value of certain off-balance-sheet financial instruments, such as commitments to extend credit andcommercial letters of credit, was not considered material to the consolidated balance sheets at March 31, 2022
and 2023.

F-103

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table shows the carrying amounts and fair values at March 31, 2022 and 2023, of certain financial
instruments, excluding financial instruments which are carried at fair value on a recurring basis and those outside
the scope of ASC 825 such as equity method investments as defined in ASC 323, “Investments-Equity Method
and Joint Ventures” (“ASC 323”) and lease contracts as defined in ASC 842, “Leases” (“ASC 842”):

Carrying
amount

Total

2022
Estimated fair value
Level 1
Level 2

Level 3(in billions of yen)

Financial assets:
Cash and due from banks, interest-bearing deposits inother banks, call loans and funds sold, and receivables
under resale agreements and securities borrowing
transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans, net of allowance(Note) . . . . . . . . . . . . . . . . . . . . . . .
Financial liabilities:
Noninterest-bearing deposits, call money and funds
purchased, and payables under repurchase agreements
and securities lending transactions . . . . . . . . . . . . . . . . .
Interest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . .
Due to trust accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other short-term borrowings . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

68,366
1,519
89,26468,366
1,466
90,57650,628485—

17,738981———
90,57658,054
121,833
390
7,567
9,849

58,054
121,807
390
7,567
9,681

—
—
—
—
—

58,054
121,807
390
7,567
8,162

—
—
—
—
1,519

2023
Estimated fair value
Level 1
Level 2

Level 3Carrying
amountTotal(in billions of yen)

Financial assets:
Cash and due from banks, interest-bearing deposits inother banks, call loans and funds sold, and receivables
under resale agreements and securities borrowing
transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans, net of allowance(Note) . . . . . . . . . . . . . . . . . . . . . . .
Financial liabilities:
Noninterest-bearing deposits, call money and funds
purchased, and payables under repurchase agreements
and securities lending transactions . . . . . . . . . . . . . . . . .
Interest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . .
Due to trust accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other short-term borrowings . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

83,226
2,050
93,291

83,226
1,915
94,60566,498800—

16,728
1,115———
94,60564,618
128,756
749
3,397
12,24664,618
128,718
749
3,397
11,719—————64,618
128,718749
3,397
10,315

—
—
—
—
1,404

Note: Loans, net of allowance include items measured at fair value on a nonrecurring basis.

F-104

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
27. Offsetting of financial assets and financial liabilities
Derivatives
The MHFG Group enters into master netting arrangements such as International Swaps and Derivatives
Association, Inc. (“ISDA”) or similar agreements with counterparties to manage mainly credit risks associatedwith counterparty default. If the predetermined events including counterparty default occur, these enforceable
master netting arrangements or similar agreements give the Group the right to offset derivative receivables andderivative payables and related financial collateral such as cash and securities with the same counterparty.
Repurchase and resale agreements and securities lending and borrowing transactions
Repurchase and resale agreements and securities lending and borrowing transactions are generally covered byindustry standard master repurchase agreements and industry standard master securities lending agreements withnetting terms to manage mainly credit risks associated with counterparty default. In the event of default by thecounterparty, these agreements with netting terms provide the Group with the right to offset receivables andpayables related to such transactions with the same counterparty, and to liquidate the collateral held.

F-105

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table provides information about the offsetting of financial assets and financial liabilities at
March 31, 2022 and 2023. The table includes derivatives, repurchase and resale agreements, and securities
lending and borrowing transactions that are subject to enforceable master netting arrangements or similar
agreements irrespective of whether or not they are offset on the Group’s consolidated balance sheets.
Amounts not offset on
the balance sheet(3)Gross amounts Net amounts
Gross amounts offset on the presented on the
Financial
CashNet
recognizedbalance sheet balance sheet(2) instruments(4) collateral amounts(in billions of yen)

2022
Assets(1):Derivatives . . . . . . . . . . . . . . . . . . . .
Receivables under resaleagreements . . . . . . . . . . . . . . . . . .
Receivables under securities
borrowing transactions . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . .
Liabilities(1):Derivatives . . . . . . . . . . . . . . . . . . . .
Payables under repurchaseagreements . . . . . . . . . . . . . . . . . .
Payables under securities lendingtransactions . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . .
2023
Assets(1):Derivatives . . . . . . . . . . . . . . . . . . . .
Receivables under resaleagreements . . . . . . . . . . . . . . . . . .
Receivables under securities
borrowing transactions . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . .
Liabilities(1):Derivatives . . . . . . . . . . . . . . . . . . . .
Payables under repurchaseagreements . . . . . . . . . . . . . . . . . .
Payables under securities lendingtransactions . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . .

9,723

—

9,723(5)(7,232)(891) 1,600

12,751—

12,751(6)(11,437)—

2,339
24,813——

2,339(7)24,813(2,299)(20,968)—40(891) 2,954

9,770

—

9,770(5)(6,716)(1,329) 1,725

20,070—20,070(6)(19,366)

1,361
31,201——

1,361(7)31,201(1,164)(27,246)—
197(1,329) 2,626

12,932—

12,932(5)(10,476)(821) 1,635

11,695—

11,695(6)(10,565)—

1,892
26,519——1,892(7)26,519(1,866)(22,907)—26(821) 2,791

12,896—

12,896(5)(10,141)(843) 1,912

25,737—25,737(6)(25,113)—886
39,519——886(7)
39,519(755)(36,009)—131(843) 2,667

—

1,314

704

1,130

624

Notes:(1) Amounts relating to master netting arrangements or similar agreements where the MHFG Group does not have thelegal right of set-off or where uncertainty exists as to the enforceability of these agreements are excluded. For
derivatives, the table includes amounts relating to over-the-counter (“OTC”) and OTC-cleared derivatives that are
subject to enforceable master netting arrangements or similar agreements.
(2) Derivative assets and liabilities are recorded in Trading account assets and Trading account liabilities,
respectively.
(3) Amounts do not exceed the net amounts presented on the balance sheet and do not include the effect ofovercollateralization, where it exists.

F-106

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)(4) For derivatives, amounts include derivative assets or liabilities and securities collateral that are eligible foroffsetting under enforceable master netting arrangements or similar agreements.
(5) The amounts of derivative assets and liabilities subject to enforceable master netting arrangements or similar
agreements were ¥9,326 billion and ¥9,235 billion, respectively, at March 31, 2022, and ¥12,574 billion and¥12,432 billion, respectively, at March 31, 2023.
(6) The amounts of Receivables under resale agreements and Payables under repurchase agreements subject toenforceable industry standard master repurchase agreements with netting terms were ¥11,537 billion and¥19,505 billion, respectively, at March 31, 2022, and ¥10,587 billion and ¥25,147 billion, respectively, atMarch 31, 2023.
(7) The amounts of Receivables under securities borrowing transactions and Payables under securities lendingtransactions subject to enforceable industry standard master lending agreements with netting terms were¥2,339 billion and ¥1,172 billion, respectively, at March 31, 2022, and ¥1,892 billion and ¥758 billion,
respectively, at March 31, 2023.

28. Repurchase agreements and securities lending transactions accounted for as secured borrowings
The following table shows the gross amounts of liabilities associated with repurchase agreements and securities
lending transactions, by remaining contractual maturity at March 31, 2022 and 2023:
Overnight andcontinuous

Up to 30 days

31-90 days

Greater than
90 daysTotal(in billions of yen)2022
Repurchase agreements . . . . . . . . . . . . . . . . . . . . .
Securities lending transactions . . . . . . . . . . . . . . .

7,011
1,098

10,621
74

1,340
—

1,098
189

20,0701,361

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

8,109

10,695

1,340

1,287

21,431

2023
Repurchase agreements . . . . . . . . . . . . . . . . . . . . .
Securities lending transactions . . . . . . . . . . . . . . .

2,285
685

16,508
73

5,471
—

1,473
128

25,737886

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

2,970

16,581

5,471

1,601

26,623F-107

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table shows the gross amounts of liabilities associated with repurchase agreements and securities
lending transactions, by class of underlying collateral at March 31, 2022 and 2023:
Repurchaseagreements

Securities lendingtransactions(in billions of yen)

2022
Japanese government bonds and Japanese local government bonds . . . . . . . . . . . . .
Foreign government bonds and foreign agency mortgage-backed securities . . . . . . .
Commercial paper and corporate bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,714
17,445
271
609
31

217
90
52
989
13

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

20,070

1,361

2023
Japanese government bonds and Japanese local government bonds . . . . . . . . . . . . .
Foreign government bonds and foreign agency mortgage-backed securities . . . . . . .
Commercial paper and corporate bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6,114
17,475
430
1,491
227

102
73
—
711
—

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

25,737886

The MHFG Group is required to post securities as collateral with a fair value equal to or in excess of theprincipal amount of the cash borrowed under repurchase agreements. For securities lending transactions, theGroup receives collateral in the form of cash. These contracts involve risks, including (1) the counterparty may
fail to return the securities at maturity and (2) the fair value of the securities posted may decline below theamount of the Group’s obligation and therefore the counterparty may require additional amounts. The Group
attempts to mitigate these risks by entering into transactions mainly with central counterparty clearing houses
which revalue assets and perform margin maintenance activities on a regular basis, diversifying the maturities
and counterparties, and using mainly highly liquid securities.
29. Related party transactions
The banking subsidiaries of MHFG make loans to the MHFG Group’s directors, executive officers, and otherrelated parties. At March 31, 2022 and 2023, the aggregate loans to the Group’s equity method investees
amounted to ¥604 billion and ¥732 billion, respectively, and outstanding loans to MHFG Group’s directors,
executive officers, and other related parties were not considered significant. There were no loans to relatedparties that were considered nonaccrual. During the fiscal years ended March 31, 2022 and 2023, certain
subsidiaries of MHFG partially withdrew assets from employee retirement benefit trusts, which were established
for the payment of employees’ severance pay and retirement pensions. See Note 20 “Pension and other employee
benefit plans” for further details. In addition, the other transactions with the related parties excluding loantransactions and partial withdrawal of assets from employee retirement benefit trusts, are considered immaterial.

F-108

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Summarized Financial Information of the MHFG Group’s Equity Method Investees
Summarized financial information of the MHFG Group’s equity method investees as of March 31, 2022 and2023, and for each of the three years ended March 31, 2023, is as follows:
2022

2023

(in billions of yen)

Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021

7,765
30,1808,713
27,474
2,706
14

6,037
29,367
6,216
26,506
2,861
16

2022

2023

(in billions of yen)

Total interest and dividend income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision (credit) for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net interest income after provision (credit) for credit losses . . . . . . . . . . . . . . . .
Income before income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

570
188
91
291
237
178

625
182
104
339
332
246

750
239
96
415
261
194

30. Business segment information
The MHFG Group consists of the following five in-house companies which are categorized based on a customer
segment: the Retail & Business Banking Company, the Corporate & Institutional Company, the Global Corporate
Company, the Global Markets Company, and the Asset Management Company. These customer segments are
regarded as operating segments and constitute reportable segments.
The services that each in-house company is in charge of are as follows.
Retail & Business Banking Company
This company provides financial services for individual customers, small and medium-sized enterprises andmiddle market firms in Japan.
Corporate & Institutional Company
This company provides financial services for large corporations, financial institutions and public corporations inJapan.
Global Corporate Company
This company provides financial services for Japanese overseas affiliated corporate customers and non-Japanese
corporate customers.
Global Markets Company
This company invests in financial products with market risk, such as interest rate risk, equity risk, and credit risk.
F-109

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Asset Management Company
This company develops financial products and provides financial services that match the asset management
needs of its wide range of customers from individuals to institutional investors.
The reportable segment information, set forth below, is derived from the internal management reporting systems
used by management to measure the performance of the Group’s operating segments. Management measures theperformance of each of the operating segments in accordance with internal managerial accounting rules andpractices. In addition, the format and information are presented primarily on the basis of Japanese GAAP.
Therefore, they are not consistent with the consolidated financial statements prepared in accordance with
U.S. GAAP. A reconciliation is provided for the total amount of all business segments’ “Net business profits(losses) + Net gains (losses) related to ETFs and others” with income before income tax expense under U.S.
GAAP, and the total amount of all business segments’ “Fixed assets” with the total amount of Premises andequipment-net, Goodwill, Intangible assets, and right-of-use assets related to operating leases included in Other
assets reported under U.S. GAAP. “Fixed assets” pertaining to MHBK, MHTB, and MHSC have been allocatedto each segment.
The MHFG Group partially restructured in-house companies on April 1, 2023. The impact of the restructuring is
considered immaterial to the segments.

2021(1)

MHFG (Consolidated)
Retail &Business Corporate & Global
GlobalAsset
Banking Institutional Corporate Markets Management
Company Company Company Company Company Others(6)Total(in billions of yen)

Gross profits + Net gains (losses) related
to ETFs and others(2) . . . . . . . . . . . . . . .
General and administrative expenses(3) . . .
Equity in earnings (losses) of equity
method investees—net . . . . . . . . . . . . .
Amortization of goodwill and others . . . .

699.4
642.5

475.5
209.8

519.0
292.4

495.9
224.3

50.8
33.0

(39.8) 2,200.8
6.7 1,408.7

5.4
2.3

3.9
0.1

13.2
0.4

—
0.8

1.2
7.6

(3.8)
1.0

19.9
12.2

Net business profits (losses)(4) + Net gains(losses) related to ETFs and others . . . .

60.0

269.5

239.4

270.8

11.4

(51.3)

799.8

Fixed assets(5) . . . . . . . . . . . . . . . . . . . . . .

532.8

192.5

169.5

98.1

—

762.8 1,755.7

F-110

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)2022(1)

MHFG (Consolidated)
Retail &Business Corporate & Global
GlobalAsset
Banking Institutional Corporate Markets Management
Company Company Company Company Company Others(6)Total(in billions of yen)

Gross profits + Net gains (losses) related
to ETFs and others(2) . . . . . . . . . . . . . . .
General and administrative expenses(3) . . .
Equity in earnings (losses) of equity
method investees—net . . . . . . . . . . . . .
Amortization of goodwill and others . . . .

715.0
623.7

494.4
201.4

592.8
300.0

388.1
234.7

59.5
33.4

4.7 2,254.5
21.8 1,415.0

5.9
2.2

3.8
0.1

16.0
0.4

—
0.8

1.5
7.2

(1.8)
1.0

25.4
11.7

Net business profits (losses)(4) + Net gains(losses) related to ETFs and others . . . .

95.0

296.7

308.4

152.6

20.4

(19.9)

853.2

Fixed assets(5) . . . . . . . . . . . . . . . . . . . . . .

493.0

159.1

161.8

88.5

—

794.9 1,697.3

2023(1)

MHFG (Consolidated)
Retail &Business Corporate & Global
GlobalAsset
Banking Institutional Corporate Markets Management
Company Company Company Company Company Others(6)Total(in billions of yen)

Gross profits + Net gains (losses) related
to ETFs and others(2) . . . . . . . . . . . . . . .
General and administrative expenses(3) . . .
Equity in earnings (losses) of equity
method investees—net . . . . . . . . . . . . .
Amortization of goodwill and others . . . .

704.0
611.6

502.3
197.3

672.2
323.0

321.2
258.0

55.2
35.2

25.3 2,280.2
48.5 1,473.6(17.0)
2.1

6.4
0.1

22.8
0.7

—
0.8

0.2
6.8

(0.5)
0.9

11.9
11.4

Net business profits (losses)(4) + Net gains(losses) related to ETFs and others . . . .

73.3

311.3

371.3

62.4

13.4

(24.6)

807.1

Fixed assets(5) . . . . . . . . . . . . . . . . . . . . . .

489.3

150.1

173.7

87.9

—

777.6 1,678.6

Notes:(1) Income and expenses of foreign branches of MHBK and foreign subsidiaries with functional currencies
other than Japanese Yen have been translated for purposes of segment reporting using the budgeted foreign
currency rates. Prior period comparative amounts for such foreign currency income and expenses have beentranslated using current period budgeted foreign currency rates.
(2) “Gross profits + Net gains (losses) related to ETFs and others” is reported instead of sales reported bygeneral corporations. Gross profits is defined as the sum of net interest income, fiduciary income, net fee
and commission income, net trading income and net other operating income. Net gains (losses) related to
ETFs and others consist of net gains (losses) on ETFs held by MHBK and MHTB on their non-consolidated
basis and net gains (losses) on operating investment securities of MHSC on its consolidated basis. For the
fiscal years ended March 31, 2021, 2022 and 2023, net gains (losses) related to ETFs and others amounted
to ¥2.0 billion, ¥1.9 billion and ¥1.8 billion, respectively, of which ¥(1.3) billion, ¥2.3 billion and¥(0.3) billion are included in “Global Markets Company,” respectively.
(3) “General and administrative expenses” excludes non-allocated gains (losses), net.
(4) Net business profits (losses) is used in Japan as a measure of the profitability of core banking operations,and is defined as gross profits (as defined above) less general and administrative expenses (excluding
non-allocated gains (losses), net) plus equity in earnings (losses) of equity method investees—net less
F-111

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
amortization of goodwill and others. Measurement of net business profits (losses) is required for regulatory
reporting to the Financial Services Agency of Japan.
(5) “Fixed assets” is presented based on Japanese GAAP and corresponds to the total amount of the following
U.S. GAAP accounts: Premises and equipment-net; Goodwill; Intangible assets; and right-of-use assets
related to operating leases included in Other assets. The above table does not include other asset amounts
because “Fixed assets” is the only balance sheet metric that management uses when evaluating and making
decisions pertaining to the operating segments. “Others” in “Fixed assets” includes assets of headquartersthat have not been allocated to each segment, “Fixed assets” pertaining to consolidated subsidiaries that are
not subject to allocation, consolidating adjustments, and others. Certain “Fixed assets” expenses have been
allocated to each segment using reasonable allocation criteria.
(6) “Others” includes the following items:• profits and expenses pertaining to consolidated subsidiaries that are not subject to allocation;• consolidating adjustments, including elimination of internal transaction between each segment;• equity in earnings (losses) of equity method investees—net that are not subject to allocation; and• profits and losses pertaining to derivative transactions that reflect the counterparty risk of theindividual parties and other factors in determining fair market value.

F-112

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Reconciliation
As explained above, the measurement bases of the internal management reporting systems and the income andexpenses items included are different from the accompanying consolidated statements of income. Therefore, it isimpracticable to present reconciliations of all the business segment’s information, other than net business profits(losses), to the corresponding items in the accompanying consolidated statements of income. A reconciliation of“Net business profits (losses) + Net gains (losses) related to ETFs and others” for the fiscal years ended
March 31, 2021, 2022 and 2023 presented above to income (loss) before income tax expense (benefit) shown on
the consolidated statements of income and a reconciliation of “Fixed assets” at March 31, 2022 and 2023 to thetotal amount of Premises and equipment-net, Goodwill, Intangible assets, and right-of-use assets related tooperating leases included in Other assets are as follows:
2021

2022

2023

(in billions of yen)

Net business profits (losses) + Net gains (losses) related to ETFs andothers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustment to reconcile management reporting to Japanese GAAP:
General and administrative expenses: non-allocated gains(losses), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expenses related to portfolio problems (including reversal of(provision for) general reserve for losses on loans) . . . . . . . . .
Gains on reversal of reserves for possible losses on loans, andothers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net gains (losses) related to stocks—Net gains (losses) related to
ETFs and others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net extraordinary gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

799.8

853.2

807.1

6.3

33.7

39.7

(209.9)(255.9)(96.7)

4.9

20.8

7.4

10.1
115.9
(74.9)(45.8)
44.0(46.1)

84.6(10.6)(52.5)

Income before income tax expense under Japanese GAAP . . . . . . . . .
Adjustment to reconcile Japanese GAAP to U.S. GAAP:
Derivative financial instruments and hedging activities . . . . . . . .
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Allowances for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Land revaluation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Business combinations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pension liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidation of variable interest entities . . . . . . . . . . . . . . . . . . .
Foreign currency translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

652.2

603.9

779.0

(86.4)
523.5(16.9)
83.3(56.5)
6.4(1.0)(153.2)
104.6(31.5)
4.3(124.0)(600.1)(18.3)
51.5(68.5)
6.4
6.9(94.4)
42.3(51.0)
2.8(373.2)(210.5)(30.3)(9.8)(29.3)
5.6
8.9(71.6)
0.8
(5.2)
4.8

Income (loss) before income tax expense (benefit) under U.S.
GAAP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,028.8(242.5)

69.2

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
2021

2022

2023

(in billions of yen)Fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,755.7

1,697.3

1,678.6

U.S. GAAP adjustments(Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

816.1

717.6

662.6

Premises and equipment-net, Goodwill, Intangible assets, andright-of-use assets related to operating leases included in Other
assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,571.8

2,414.9

2,341.2

Note: The U.S. GAAP adjustments are primarily comprised of GAAP differences mainly from right-of-use assets
related to operating leases not recognized under Japanese GAAP; internally developed software, which
was impaired under Japanese GAAP; land, which was revalued under Japanese GAAP; and theconsolidation of certain variable interest entities, which are not consolidated under Japanese GAAP.

F-114

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.
AmericasJapan

UnitedStates ofAmerica

OthersEuropeAsia/Oceania
excludingJapan,and others

Total(in billions of yen)

Fiscal year ended March 31, 2021:
Total revenue(1) . . . . . . . . . . . . . . . . . . . . . .
Total expenses(2) . . . . . . . . . . . . . . . . . . . . .

2,290.8
1,918.2

503.8
243.5

154.5
14.4

188.7
115.8

360.1
177.2

3,497.9
2,469.1

Income before income tax expense . . . . . . .

372.6

260.3

140.1

72.9

182.9

1,028.8

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

235.6

227.4

137.2

60.9

156.9

818.0

Total assets at end of fiscal year . . . . . . . . . 152,613.7 31,939.9 4,405.3 14,150.6

18,542.0

221,651.5

Fiscal year ended March 31, 2022:
Total revenue(1) . . . . . . . . . . . . . . . . . . . . . .
Total expenses(2) . . . . . . . . . . . . . . . . . . . . .

991.1
1,713.8

562.9
265.0

41.7
19.0

184.8
189.2

333.2
169.2

2,113.7
2,356.2

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

(722.7)

297.9

22.7

(4.4)

164.0

(242.5)

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

(509.0)

275.2

18.3

(16.3)

130.3(101.5)

Total assets at end of fiscal year . . . . . . . . . 155,111.2 36,765.7 3,667.9 15,795.9

20,210.0

231,550.7

Fiscal year ended March 31, 2023:
Total revenue(1) . . . . . . . . . . . . . . . . . . . . . .
Total expenses(2) . . . . . . . . . . . . . . . . . . . . .

1,104.7
1,784.1

1,841.5
1,455.4

93.1
84.7

445.9
413.0

791.7
470.5

4,276.9
4,207.7

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

(679.4)

386.1

8.4

32.9

321.2

69.2

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

(554.7)

297.2

1.8

19.9

269.8

34.0

Total assets at end of fiscal year . . . . . . . . . 161,348.7 45,516.4 3,579.6 16,634.7

21,701.3

248,780.7

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 credit losses and Noninterest
expenses.

F-115

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
2022

2023

(in millions of yen)

Assets:Cash and due from banking subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest-bearing deposits in banking subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in subsidiaries and affiliated companies:
Banking subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-banking subsidiaries and affiliated companies . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term loans receivable from subsidiaries:
A banking subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A non-banking subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

51,356414

47,425450

8,102,149
878,776

7,996,767
1,075,322

7,942,367
399,000
648,946

8,768,725
444,000
545,744

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

18,023,008

18,878,433

Liabilities and shareholders’ equity:
Short-term borrowings from a banking subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

755,000
7,957,710
396,086
8,914,212

810,000
8,741,729
411,213
8,915,491

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

18,023,008

18,878,433

F-116

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Condensed statements of income
2021

2022

2023

(in millions of yen)

Income:Dividends from subsidiaries and affiliated companies:
Banking subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-banking subsidiaries and affiliated companies . . . . . . . . . . . . . .
Management fees from subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest income on loans and discounts . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gains on sales of investments in subsidiaries . . . . . . . . . . . . . . . . . . . . . .
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

214,473
17,49936,334
128,697
40
11,970197,717
82,10540,462
133,215
53,005
11,319209,257
62,69843,900177,137—
37,319Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

409,013517,823

530,311

Expenses:
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Losses on sales of investments in a subsidiary . . . . . . . . . . . . . . . . . . . . .
Other expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

37,979130,812—
8,842

43,192
130,453
26,606
5,946

52,887
175,723—
2,768

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

177,633

206,197

231,378

Equity in undistributed net income (loss) of subsidiaries and affiliatedcompanies—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

341,369(505,891)(307,879)

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

572,749(9,016)(194,265)(89,543)(8,946)
5,063

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

581,765(104,722)(14,009)

F-117

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Condensed statements of cash flows
2021

2022

2023

(in millions of yen)

Cash flows from operating activities:
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

581,765(390,748)(104,722)
351,484(14,009)394,191

Net cash provided by operating activities . . . . . . . . . . . . . . .

191,017

246,762

380,182

Cash flows from investing activities:
Net change in loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of premises and equipment . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sales of premises and equipment . . . . . . . . . . . . . .
Purchases of investments in a subsidiary . . . . . . . . . . . . . . . . . . .
Proceeds from sales of investments in subsidiaries . . . . . . . . . . . .
Net change in other investing activities . . . . . . . . . . . . . . . . . . . . .

(1,167,385)(41,382)
55,624—125(1,370)(72,313)(26)
11—452,500223(511,934)(81)—(179,210)
721(5,591)

Net cash provided by (used in) investing activities . . . . . . . .

(1,154,388)

380,395(696,095)

Cash flows from financing activities:
Net change in short-term borrowings . . . . . . . . . . . . . . . . . . . . . .
Proceeds from issuance of long-term debt . . . . . . . . . . . . . . . . . .
Repayment of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in other financing activities . . . . . . . . . . . . . . . . . . . .

(10,000)
1,477,385(310,000)(1,849)(190,498)65(95,000)
930,033(1,256,720)(1,927)(196,783)
44

55,0001,497,032(1,030,099)(1,575)(209,457)
1,117

Net cash provided by (used in) financing activities . . . . . . .

965,103(620,353)

312,018

Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . .
Cash and cash equivalents at beginning of fiscal year . . . . . . . . . . . . .

1,732
43,234

6,804
44,966(3,895)
51,770Cash and cash equivalents at end of fiscal year . . . . . . . . . . . . . . . . . . .

44,966

51,77047,875

F-118

EXHIBIT INDEXExhibit
NumberDescription of Exhibits

1.1

Articles of Incorporation of Mizuho Financial Group, Inc., March 2, 2023 (English Translation)

1.2

Regulations of the Board of Directors of Mizuho Financial Group, Inc., as amended on May 15,2023 (English Translation)

1.3

Share Handling Regulations of Mizuho Financial Group, Inc., dated September 1, 2022 (English
Translation)

2.1

Form of American Depositary Receipt*

2.2

Form of Deposit Agreement, amended and restated as of April 2, 2018, among the registrant, The
Bank of New York Mellon as Depositary and all owners and holders from time to time ofAmerican Depositary Receipts issued thereunder**2.3

Description of Our Shares of Common Stock and Preferred Stock—see “Item 10.B. Memorandum
and Articles of Association.”

2.4

Description of Our American Depositary Shares*

8

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

11

Code of Ethics for Financial Professionals of Mizuho Financial Group, Inc., as amended on
April 1, 2021 (English Translation)*

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).

15Consent of Independent Registered Public Accounting Firm

101.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data
File because its XBRL tags are embedded within the Inline XBRL document

101.SCH

Inline XBRL Taxonomy Extension Schema

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase

104
*
**

The cover page for the Company’s Annual Report on From 20-F for the year ended March 31,
2022, has been formatted in Inline XBRLIncorporated by reference to our annual report on Form 20-F (No. 001-33098) filed on July 2, 2021
Incorporated by reference to our annual report on Form 20-F (No. 001-33098) filed on July 3, 2018,
except Exhibit A thereto. For the latest Exhibit A, see Exhibit 2.1 to our annual report on Form 20-F (No.
001-33098) filed on July 2, 2021.

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/ Masahiro Kihara
Name: Masahiro Kihara
Title: President & Group CEO
June 28, 2023

Exhibit 1.1
ARTICLES OF INCORPORATIONOFMIZUHO FINANCIAL GROUP, INC.
March 2, 2023

[ 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, specialized securities companies andother companies which may be owned by the Company as its subsidiaries under the Banking Act, andany other business incidental thereto; and(2) Any other business that a bank holding company may engage in under the Banking Act.
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) Nominating Committee, Audit Committee, and Compensation Committee; and(3) 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 Nikkei.
CHAPTER IISHARES
Article 6.

(Total Number of Authorized Shares)

The total number of shares which the Company is authorized to issue shall be 5,130,000,000 shares, andeach total number of the classes of shares which the Company is authorized to issue shall be as set forth below;
provided, however, that the total number of the classes of shares which the Company is authorized to issue inrespect of the First to Fourth Series of Class XIV preferred stock shall not exceed ninety million (90,000,000) in1total, the total number of the classes of shares which the Company is authorized to issue in respect of the First to
Fourth Series of Class XV preferred stock shall not exceed ninety million (90,000,000) in total, and the total
number of the classes of shares which the Company is authorized to issue in respect of the First to Fourth Seriesof Class XVI preferred stock shall not exceed one hundred fifty million (150,000,000) in total:
Common stock: . . . . . . . . . . . . . . . . . . . . . . . . . .
First Series of Class XIV preferred stock: . . . . .
Second Series of Class XIV preferred stock: . . .
Third Series of Class XIV preferred stock: . . . . .
Fourth Series of Class XIV preferred stock: . . . .
First Series of Class XV preferred stock: . . . . . .
Second Series of Class XV preferred stock: . . . .
Third Series of Class XV preferred stock: . . . . .
Fourth Series of Class XV preferred stock: . . . .
First Series of Class XVI preferred stock: . . . . .
Second Series of Class XVI preferred stock: . . .
Third Series of Class XVI preferred stock: . . . . .
Fourth Series of Class XVI preferred stock: . . . .
Article 7.

4,800,000,000 shares
90,000,000 shares
90,000,000 shares
90,000,000 shares
90,000,000 shares
90,000,000 shares
90,000,000 shares
90,000,000 shares
90,000,000 shares
150,000,000 shares
150,000,000 shares
150,000,000 shares
150,000,000 shares(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 8.

(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 Companies Act of Japan (the“Act”);

2.

The right to make a request pursuant to Article 166, Paragraph 1 of the Act;3.

The right to receive an allotment of offered shares and offered stock acquisition rights in proportion to
the number of shares held by such shareholder; and4.

The right to make a request provided for in the following Article.

Article 9.

(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 10.

(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 toexercise their rights at the ordinary general meeting of shareholders for the relevant business year.

2.

The provisions of the preceding paragraph shall apply mutatis mutandis to the record date for voting rights
at the general meetings of holders of classes of stock, where there is a matter to be resolved at an ordinary
general meeting of shareholders that requires, in addition to such resolution, a resolution by the relevant
general meeting of holders of class of stock.
2

3.

In addition to the preceding two paragraphs, the Company may set an extraordinary record date, whennecessary, by a determination by Executive Officer(s) under the authority delegated by the Board of
Directors and upon giving a prior public notice thereof.

Article 11.

(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 determination by
Executive Officer(s) under the authority delegated by the Board of Directors, and a public notice shall begiven with respect thereto.

3.

The preparation and keeping of, and other operations relating to, the register of shareholders and the registerof stock acquisition rights of the Company shall be entrusted to the shareholder register manager and shallnot be handled by the Company.

Article 12.

(Share Handling Regulations)

An entry, whether written or electronic, in the register of shareholders, a repurchase by the Company and an
additional purchase by a shareholder of shares constituting less than one (1) unit, and other operations relating toshares and handling fees therefor and the method of request or notice by shareholders with respect to general
meetings of shareholders shall be governed by the Share Handling Regulations prescribed by Executive
Officer(s) under the authority delegated by the Board of Directors, in addition to laws and regulations and these
Articles of Incorporation.
CHAPTER III
PREFERRED STOCK
Article 13.
1.

(Preferred Stock Dividends)

In respect of dividends from its surplus provided for in Article 48 (except for interim dividends provided
for in the same Article), the Company shall distribute dividends from its surplus by cash on preferred stock(hereinafter referred to as the “Preferred Stock Dividends”) in such amount as provided for below toshareholders of preferred stock (hereinafter referred to as the “Shareholders of Preferred 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 ofCommon Stock”), registered stock pledgees in respect of common stock (hereinafter referred to as 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 14 have been paid in the relevant business year,
the amount so paid shall be reduced accordingly:
First to Fourth Series of Class XIV preferred stock:

Amount decided by the resolution of the Board of
Directors or the determination by Executive
Officer(s) under the authority delegated by the
Board of Directors on the issuance of such stock,which amount shall not exceed 1,000 yen per
share per year

First to Fourth Series of Class XV preferred stock:

Amount decided by the resolution of the Board of
Directors or the determination by Executive
Officer(s) under the authority delegated by the
Board of Directors on the issuance of such stock,which amount shall not exceed 1,000 yen per
share per year3

First to Fourth Series of Class XVI preferred stock:

Amount decided by the resolution of the Board of
Directors or the determination by Executive
Officer(s) under the authority delegated by the
Board of Directors on the issuance of such stock,which amount shall not exceed 1,000 yen per
share per year2.

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 14.

(Preferred Stock Interim Dividends)

In respect of interim dividends provided for in Article 48, the Company shall distribute dividends from its
surplus by cash in one half (1/2) of the amount of the Preferred Stock Dividends provided for in the main clauseof Paragraph 1 of the preceding Article (referred to as the “Preferred Stock Interim Dividends” in these Articles
of Incorporation) to the Shareholders of Preferred Stock or Registered Preferred Stock Pledgees in priority to the
Shareholders of Common Stock or Registered Common Stock Pledgees.
Article 15.
1.

(Distribution of Residual Assets)

In respect of distribution of residual assets, the Company shall pay to the Shareholders of Preferred Stock orRegistered Preferred Stock Pledgees in priority to the Shareholders of Common Stock or Registered
Common Stock Pledgees in such amount as provided for below:
First Series of Class XIV through the Fourth Series of Class XVI preferred stock:2.

10,000 yen per share

No distribution of residual assets other than those provided for in the preceding paragraph shall be made to
any Shareholder of Preferred Stock or Registered Preferred Stock Pledgee.

Article 16.

(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 an ordinary
general meeting of shareholders, in the case where a proposal on the Preferred Stock Dividends is not submitted
to such ordinary general meeting of shareholders (except in the case where a resolution of the Board of Directors
to pay the Preferred Stock Dividends is made pursuant to the provisions of Article 47 between the last day of thebusiness year and the date of such ordinary general meeting of shareholders), or immediately after the closing ofan ordinary general meeting of shareholders, in the case where a proposal on the Preferred Stock Dividends isrejected at such ordinary general meeting of shareholders, until such time as a resolution of the Board of
Directors to pay the Preferred Stock Dividends is made pursuant to the provisions of Article 47 or a resolution ofan ordinary general meeting of shareholders is passed to grant the Preferred Stock Dividends.
Article 17. (Consolidation or Split of Preferred Stock, Free Allotment of Stock and Rights to Receive Allotmentof 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 of offeredstock, offered stock acquisition rights, bonds with stock acquisition rights, or offered stock acquisition rights
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.
4Article 18.

(Acquisition of Preferred Stock)1.

In respect of the First Series of Class XV through the Fourth Series of Class XVI preferred stock, theCompany may acquire each such class of preferred stock, in whole or in part, on the date separately
determined by a resolution of the Board of Directors or a determination by Executive Officer(s) under theauthority delegated by the Board of Directors, after such time and at such acquisition price as respectively
determined by a resolution of the Board of Directors or a determination by Executive Officer(s) under theauthority delegated by 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 19.

(Request for Acquisition of Preferred Stock)

Any holder of the First to Fourth Series of Class XIV and the First to Fourth Series of Class XV preferredstock may request to the Company to acquire the relevant preferred stock held by such Shareholder ofPreferred Stock during the period in which such Shareholder of Preferred Stock is entitled to request suchacquisition as determined by a resolution of the Board of Directors or a determination by Executive
Officer(s) under the authority delegated by the Board of Directors relating to the issuance of the relevant
preferred stock (hereinafter, together with the period provided for in the preceding paragraph, 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 the number of the common stock to be delivered per one (1) share of therelevant preferred stock upon such request for acquisition, shall be determined by the relevant resolution of
the Board of Directors or the relevant determination by Executive Officer(s) under the authority delegatedby the Board of Directors.
Article 20.

(Mandatory Acquisition of Preferred Stock)

1.

The Company may acquire any of the First to Fourth Series of Class XIV and the First to Fourth Series ofClass XV 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 shall deliver its own common stock toholders of the relevant preferred stock. In this case, the number of shares of the common stock to bedelivered in exchange for the acquisition of one (1) share of the relevant preferred stock shall be obtained by
dividing the amount equivalent to the subscription money per one (1) share of the relevant preferred stockby the current market price of a share of the common stock of the Company ; provided, however, that suchcurrent market price of a share of the common stock shall be the daily average price of closing prices(including the closing 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 ordays 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 the First to Fourth Series of Class XIV and the First to Fourth Series of Class XV preferredstock, the number of common stock referred to in the preceding paragraph shall not exceed the number ofshares obtained by dividing the amount equivalent to the subscription money per one (1) share of each suchclass of preferred stock by the minimum acquisition price determined by a resolution of the Board of
Directors or a determination by Executive Officer(s) under the authority delegated by the Board of Directors
relating to the issuance of the relevant preferred stock.

3.

In respect of the First and Second Series of Class XIV, the First and Second Series of Class XV and the Firstand Second Series of Class XVI preferred stock, upon the occurrence of an event determined by a resolutionof the Board of Directors or a determination by Executive Officer(s) under the authority delegated by the5

Board of Directors relating to the issuance of the relevant preferred stock as an event where a write-off ofthe relevant preferred stock or a conversion of the relevant preferred stock into common stock, or financial
support or other similar measures taken by a public sector, without which the Company would become
non-viable, is determined to be necessary, the Company shall mandatorily acquire the relevant preferredstock, in whole, free of consideration, on a date which falls after the occurrence of such event as determinedby the resolution of the Board of Directors or the determination by Executive Officer(s) under the authority
delegated by the Board of Directors relating to the issuance of the relevant preferred stock and which dateshall be separately determined by a resolution of the Board of Directors or a determination by Executive
Officer(s) under the authority delegated by the Board of Directors after the issuance of the relevant preferredstock, or a date which falls after the occurrence of the relevant certain event and which date shall be
determined by the resolution of the Board of Directors or the determination by Executive Officer(s) under
the authority delegated by the Board of Directors relating to the issuance of the relevant preferred stock,giving due consideration to the capital adequacy requirements applicable to the Company and other factors.
4.

In respect of the Third and Fourth Series of Class XIV, the Third and Fourth Series of Class XV and theThird and Fourth Series of Class XVI preferred stock, upon the occurrence of an event determined by aresolution of the Board of Directors or a determination by Executive Officer(s) under the authority
delegated by the Board of Directors relating to the issuance of the relevant preferred stock as an event wherea write-off of the relevant preferred stock or a conversion of the relevant preferred stock into common stock,or financial support or other similar measures taken by a public sector, without which the Company would
become non-viable, is determined to be necessary, the Company shall mandatorily acquire the relevant
preferred stock, in whole, on a date which falls after the occurrence of such event as determined by the
resolution of the Board of Directors or the determination by Executive Officer(s) under the authority
delegated by the Board of Directors relating to the issuance of the relevant preferred stock and which dateshall be separately determined by a resolution of the Board of Directors or a determination by Executive
Officer(s) under the authority delegated by the Board of Directors after the issuance of the relevant preferredstock, or a date which falls after the occurrence of the relevant certain event and which date shall be
determined by the resolution of the Board of Directors or the determination by Executive Officer(s) under
the authority delegated by the Board of Directors relating to the issuance of the relevant preferred stock,giving due consideration to the capital adequacy requirements applicable to the Company and other factors,
and instead, the Company shall deliver its own common stock to holders of the relevant preferred stock. In
this case, the terms of acquisition, including the number of shares of the common stock to be delivered in
exchange for the acquisition of one (1) share of the relevant preferred stock, shall be determined by therelevant resolution of the Board of Directors or the relevant determination by Executive Officer(s) under theauthority delegated by the Board of Directors relating to the issuance of the relevant preferred stock, giving
due consideration to the market price of common stock, the subscription price of the relevant preferred stockand other factors.

5.

In the calculation of the number of common stock provided for in Paragraphs 1, 2 and 4, any number lessthan one (1) share shall be treated pursuant to the provisions provided for in Article 234 of the Act.

Article 21.

(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.

6

CHAPTER IV
GENERAL MEETINGS OF SHAREHOLDERS
Article 22.

(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 23.
Meeting)(Person Authorized to Convene General Meetings of Shareholders and the Chairman of the1.

The Director concurrently serving as President & CEO shall convene and chair the general meeting ofshareholders.

2.

When there is no Director concurrently serving as President & CEO, or the Director concurrently serving as
President & CEO is unable to so act, one of the other Director(s) shall convene the general meeting ofshareholders and one of the other Director(s) or Executive Officer(s) shall act as the chairman in the orderpreviously determined by the Board of Directors.

Article 24.

(Electronic Provision Measures, Etc.)

1.

The Company shall, at the time of convocation of a general meeting of shareholders, take the electronic
provision measures for the information contained in the reference materials, etc. for a general meeting ofshareholders.

2.

Of the matters concerning which electronic provision measures will be taken, the Company may omit all orpart of those matters that are provided for in the ordinances of the Ministry of Justice in the documents thatwill be delivered to shareholders who have requested the delivery of documents in paper form by the record
date for voting rights.

Article 25.

(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 Act 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 26.

(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 of suchproxy to act as such at each general meeting of shareholders.

Article 27.

(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.

7Article 28.

(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 thevoting 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 Act shall be adopted by an affirmative vote of
not less than two-thirds (2/3) of the voting rights held by the holders present at the relevant meeting who
shall hold in aggregate not less than one-third (1/3) of the voting rights of the holders entitled to exercise
their voting rights.

3.

The provisions of Articles 23, 24 and 26 and the preceding Article shall apply mutatis mutandis to thegeneral meetings of holders of classes of stock.
CHAPTER V
DIRECTORS AND BOARD OF DIRECTORS

Article 29.

(Number)

The Company shall have not more than fifteen (15) Directors.
Article 30.

(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 of thevoting 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).

Article 31.

(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 32.

(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 one (1) year after their appointment.
Article 33.

(Chairman and Deputy Chairman)

The Board of Directors may, by its resolutions, appoint Chairman and Deputy Chairman.
Article 34.

(Person Authorized to Convene Meetings of the Board of Directors and Chairman of the Meeting)1.

Unless otherwise provided for by laws or regulations, a Director previously appointed by the Board of
Directors shall convene and chair the meeting of the Board of Directors.

2.

In the case where the Director appointed pursuant to the preceding paragraph is unable to so act, one of theother Director(s) in the order previously determined by the Board of Directors shall take such person’splace.

8

Article 35.

(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 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.

Article 36.

(Method of Adopting Resolutions of the Board of Directors)

1.

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.

2.

Notwithstanding the provisions of the preceding paragraph, in cases where Director(s) submit a proposal
with respect to a matter which is the purpose of the resolution of the Board of Directors, if all Directors whoare entitled to vote agree in writing or by means of electromagnetic file to such proposal, it shall be deemedthat the resolution to approve such proposal at a meeting of the Board of Directors has been made.

Article 37.

(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, and the Director(s) present thereat shall affix their names and seals
thereon, or electronic signatures thereto.
Article 38.

(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.
Article 39.

(Liability Limitation Agreements with Outside Director(s))

Pursuant to the provisions provided for in Article 427, Paragraph 1 of the Act, 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 Act 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 VINOMINATING COMMITTEE, AUDIT COMMITTEE, AND COMPENSATION COMMITTEE
Article 40.

(Method of Designation)

1.

Committee members who shall constitute the Nominating Committee, the Audit Committee, and theCompensation Committee shall be designated by the Board of Directors.

2.

The chairman of each committee shall be designated by the Board of Directors.

Article 41.

(Regulations of Each Committee)

Matters concerning each committee shall be governed by the Regulations of each committee prescribed by
the Board of Directors, in addition to laws and regulations and these Articles of Incorporation.

9

CHAPTER VII
EXECUTIVE OFFICERS
Article 42.

(Number)

The Company shall have no less than one (1) Executive Officer.
Article 43.

(Method of Appointment)

Executive Officers shall be appointed by the Board of Directors.
Article 44.

(Term of Office)The term of office of Executive Officers shall expire at the closing of the first meeting of the Board of
Directors convened after the closing of the ordinary general meeting of shareholders concerning the last businessyear ending within one (1) year after their appointment.
Article 45.

(Representative Executive Officer(s) and President & CEO)1.

The Representative Executive Officer(s) shall be designated by the Board of Directors.

2.

The Board of Directors shall, by its resolutions, appoint the President & CEO.
CHAPTER VIIIACCOUNTING

Article 46.

(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 47.

(Organizations that Decide Dividends from Surplus, Etc.)

The Company may decide distribution of dividends from surplus and other matters provided for in each itemof Article 459, Paragraph 1 of the Act, by a resolution of the Board of Directors, unless otherwise provided for inlaws or regulations.
Article 48.

(Record Date for Distribution of Dividends from Surplus)

The record dates for distribution of dividends from surplus of the Company shall be March 31 and
September 30 of each year (in these Articles of Incorporation, distribution of dividends from surplus made withthe record date of September 30 of each year shall be referred to as “interim dividends”).
Article 49.

(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.

10

Exhibit 1.2[ Translation ]Effective from January 8, 2003
As amended on May 15, 2023
REGULATIONS OF THE BOARD OF DIRECTORSCHAPTER IPURPOSE
Article 1.

(Purpose)

These Regulations provide for matters concerning the Board of Directors pursuant to laws and regulations,
the Articles of Incorporation, and the Corporate Governance Guidelines.
CHAPTER IIORGANIZATION
Article 2.

(Function)

The Board of Directors shall conduct the following matters.
(1) Determine the matters provided for in Article 10 of these Regulations(2) Supervise the execution of duties by directors, executive officers as defined in the Companies Act,and executive officers as defined in our internal regulations
Article 3.

(Constitution)

The Board of Directors shall consist of all the directors.
CHAPTER III
HOLDING, CONVOCATION AND CHAIRMAN OF MEETINGS
Article 4.

(Holding of Meetings)

1.

Meetings of the Board of Directors shall be held ordinarily and extraordinarily.

2.

Ordinary meetings of the Board of Directors shall be held at least once every three (3) months.

3.

Extraordinary meetings of the Board of Directors shall be held whenever necessary.

4.

Meetings of the Board of Directors shall be held at the head office of the Company; provided, however,that when necessary, a meeting of the Board of Directors may be held at another location or at multiple
locations by a method such as teleconference.

Article 5.
1.

(Person Authorized to Convene Meetings and Chairman of Meetings)
Unless otherwise provided for in laws and regulations, each meeting of the Board of Directors will be
convened and chaired by a director who does not concurrently serve as an executive officer as definedin the Companies Act, executive director, executive officer as defined in our internal regulations or
employee of the Company or a subsidiary of the Company (“Non-Executive Director”) as previously
appointed by the Board of Directors.
1

2.

In the case where the director appointed pursuant to the preceding paragraph is unable to so act, one ofthe other Non-Executive Director(s) in the order previously determined by the Board of Directors shalltake such person’s place.

3.

The Board of Directors may, by its resolution, appoint a Non-Executive Director as a Deputy Chairman
to assist the Chairman.

4.

Any Director who is not a director provided for under the provisions of paragraph 1 or paragraph 2 orany executive officer as defined in the Companies Act may demand the convocation of a meeting of theBoard of Directors in accordance with the provisions of laws and regulations.

5.

Any person appointed by the Nominating Committee, the Compensation Committee, or the Audit
Committee from among their members may convene a meeting of the Board of Directors in accordancewith the provisions of laws and regulations.

Article 6.

(Convocation and Reduction of Convocation Period)

Notices to convene a meeting of the Board of Directors shall be issued to each director not less than three(3) days prior to the date of that meeting; provided, however, that in case of emergency, such period may be
shortened.
Article 7.

(Omission of Convocation Notice)

A meeting of the Board of Directors may be held without taking the procedures for convocation provided
for in the preceding Article with the consent of all of the directors.
CHAPTER IVQUORUM AND METHOD OF ADOPTING RESOLUTIONSArticle 8.

(Quorum and Method of Adopting Resolutions)

1.

Resolutions of meetings of the Board of Directors shall be adopted by an affirmative vote of a majorityof 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.

2.

Notwithstanding the provisions of the preceding paragraph, in the case where director(s) submit a
proposal with respect to a matter which is the purpose of the resolution of the Board of Directors, if all
directors who are entitled to vote agree in writing or by means of electromagnetic file to such proposal,
it shall be deemed that the resolution to approve such proposal at a meeting of the Board of Directors
has been made.

Article 9.

(Person Who Has Special Interests)

Any person who has special interests with respect to a matter to be resolved at a meeting of the Board of
Directors may not participate in voting for resolution thereof.
CHAPTER V
MATTERS TO BE RESOLVED
Article 10.
1.

(Matters to be Resolved)

The following matters shall be resolved at a meeting of the Board of Directors.
(1) Important matters concerning the management policy of the Company and its subsidiaries andother entities administered by the Company (collectively, the “Mizuho Group”)(i)Basic matters concerning the management of the Mizuho Group
2

(ii)

Basic matters concerning annual business plans and mid- and long-term business plans of
the Mizuho Group;(iii)

Basic matters concerning the capital policy of the Mizuho Group (together with thepreceding two items, these form the “basic management policy” under Article 416,
Paragraph 1, Item 1 (a) of the Companies Act);(iv)“System to ensure the properness of operations” of the Mizuho Group (the “Internal Control
System”);(v)

Matters concerning changes of particularly important companies of the Mizuho Group; and(vi)

Basic matters concerning risk governance, risk management, compliance, and internal
auditing of the Mizuho Group.

(vii) Matters concerning Mizuho Group’s Sustainability.
(2) Important matters concerning the Company(i)

Determination of convocation of general meetings of shareholders and agenda thereof;(ii)

Determination of person authorized to convene general meetings of shareholders and thechairman thereof (including the order in which substitutes are to be determined);(iii)

Appointment and removal of directors with special titles;(iv)

Appointment and dismissal of executive officers as defined in the Companies Act;(v)

Appointment and removal of representative executive officers as defined in the Companies
Act, and executive officers as defined in the Companies Act with special titles;(vi)

Matters concerning the interrelationship between executive officers as defined in the
Companies Act, including the commission to executive officers as defined in the Companies
Act, and hierarchy of commands of executive officers as defined in the Companies Act;(vii) Appointment of, removal of, and commission to executive officers as defined in our internal
regulations with special titles;(viii) Approval of competitive transactions and conflicting interest transactions by directors andexecutive officers as defined in the Companies Act;
(ix)

Determination of person authorized to convene meetings of the Board of Directors and the
Chairman thereof (including the order in which substitutes are to be determined);(x)

Determination of director to receive demands for convocation of meetings of the Board of
Directors from executive officers as defined in the Companies Act;(xi)

Appointment and removal of members who constitute the Nominating Committee, theCompensation Committee, and the Audit Committee;(xii) Appointment and removal of the Chairman of each of the Nominating Committee, theCompensation Committee, and the Audit Committee;(xiii) Determination of a person to represent the Company in any action between the Company
and a member of the Audit Committee;(xiv) Matters concerning business transfers, etc. (including transfers of shares or equity ofsubsidiaries), mergers, absorption-type company splits, incorporation-type company splits,
share exchanges, and share transfers of the Company which require the approval of ageneral meeting of shareholders;(xv) Establishment, modification, and abolition of important organizations;(xvi) Approval of financial statements, business reports and supplementary schedules, temporary
financial statements, and consolidated financial statements;3(xvii) Distribution of surplus and other matters the Board of Directors is authorized to determine
pursuant to the provisions of the Articles of Incorporation;(xviii) Determination of approval of transfers of stock acquisition rights with restriction ontransfers; and(xix) Determination of filing for bankruptcy in the recovery plan (under the Deposit InsuranceAct)(xx) Determination of the contents of “Indemnification agreement for directors and officers” or“Directors and Officers Liability Insurance”(xxi) Establishment of, revisions to, and abolition of particularly important internal regulations.
(3) Important matters concerning the management of subsidiaries, etc.
(i)

Matters concerning transfer of particularly important subsidiaries and other entities
administered by the Company(ii)

Basic matters concerning risk governance, risk management, compliance, and internal
auditing of the core group companies (meaning the “core group companies” as provided in
the Group Management Administration Regulations)(iii)

Appointment of, removal of, and commission to executive officers as defined in our internal
regulations with special titles of management category A1 companies (companies
categorized into “management category A1” under the Group Management Administration
Regulations)(4) Other matters provided for in laws and regulations or the Articles of Incorporation, or resolved at
a General Meeting of Shareholders(5) Any other matter that a Director believes should be proposed at a meeting of the Board of
Directors
2.

The Supplementary Provisions of the Regulations of the Board of Directors shall apply as the operating
standards with respect to the matters to be resolved in the preceding paragraph.
CHAPTER VIREPORTS, ETC. TO THE BOARD OF DIRECTORS

Article 11.

(Business Execution Reports)

1.

Executive officer(s) as defined in the Companies Act shall report to the Board of Directors at least once
every three (3) months on the status of the execution of his or her duties.

2.

Each person appointed by the Nominating Committee, the Compensation Committee, or the Audit
Committee from among their members shall report without delay to the Board of Directors on thestatus of the execution of the duties of that committee.

3.

The Supplementary Provisions of the Regulations of the Board of Directors shall apply as the operating
standards with respect to the matters to be reported to the Board of Directors.

Article 12.
1.

(Other Reports, etc.)

The Board of Directors may, when necessary, have executive officers as defined in the Companies Act,
executive officers as defined in our internal regulations, and employees of the Company, and directors,
executive officers as defined in our internal regulations, and employees of subsidiaries, etc., of theCompany, and outside experts, etc., attend meetings of the Board of Directors and seek their reports
and opinions.
4

2.

If an executive officer as defined in the Companies Act, executive officer as defined in our internal
regulations or employee of the Company, or a director, executive officer as defined in our internal
regulations or employee of subsidiaries, etc. of the Company receives a request from the Board of
Directors, that person shall attend a meeting of the Board of Directors and explain matters requested by
the Board of Directors.
CHAPTER VII

EXECUTIVE OFFICERS AS DEFINED IN THE COMPANIES ACT WITH SPECIAL TITLES ANDEXECUTIVE OFFICERS AS DEFINED IN OUR INTERNAL REGULATIONS WITH SPECIAL
TITLES
Article 13.

(Executive Officers as Defined in the Companies Act with Special Titles)

1.

The Board of Directors shall, by its resolution, appoint a President & CEO from among the executive
officers as defined in the Companies Act.

2.

The Board of Directors may, by its resolution, appoint one or more Deputy President & Executive
Officer from among the executive officers as defined in the Companies Act.

Article 14.

(Executive Officers as Defined in our Internal Regulations with Special Titles)

The Board of Directors may, by its resolution, appoint one or more Deputy Chairman & Executive Officer and
Deputy President & Executive Officer from among the executive officers as defined in our internal regulations.
CHAPTER VIIIPRESIDENT & CEO
Article 15.

(Duties of the President & CEO)The President & CEO shall oversee the business of the Company as the chief executive officer of theMizuho Group (Group CEO).
Article 16.

(Delegation to the President & CEO)The determination of businesses other than the matters provided for in Article 10 of these Regulations shallbe delegated to the President & CEO.
CHAPTER IXDIRECTORS WITH SPECIAL TITLES
Article 17.

(Directors with Special Titles)

The Board of Directors may, by its resolution, appoint a Chairman, Deputy Chairman, and other directors
with special titles from among the Non-Executive Directors.
CHAPTER XMINUTES
Article 18.

(Minutes)

The minutes of meetings of the Board of Directors shall be prepared in writing or by electromagnetic file asprovided for in laws and regulations, and the Directors present thereat shall affix their names and seals
thereon or electronic signatures thereto.
5CHAPTER XIOTHER MATTERS
Article 19.

(Amendment and Abolition)

These Regulations and the Supplementary Provisions of the Regulations of the Board of Directors may beamended or abolished by a resolution of the Board of Directors.
Article 20.

(Division in Charge)

The division in charge for administering these Regulations is the Corporate Secretariat.

6[ Translation ][Supplementary Provisions of the Regulations of the Board of Directors]
MATTERS TO BE RESOLVED BY THE BOARD OF DIRECTORS
Matters to be Resolved

1.

Operating Standards

Important matters concerning the management policy of the Mizuho Group(1) Basic matters concerning the management of
the Mizuho Group•

Among the matters forming the “basic
management policy,” matters that constitute
overriding concerns of matters displayed in thefollowing paragraphs(a) Corporate Identity(b) Corporate Governance Guidelines(c) Other basic policies pertaining to matters such as
business models and business portfolio strategies(2) Basic matters concerning annual businessplans and mid- and long-term business plansof the Mizuho Group•

Fundamental perspectives regarding mid-termbusiness plans and annual business plans (being
matters that constitute the fundamental outline ofbasic policies and similar matters)(a) Basic policies and priority strategies of theMizuho Group(b) Basic policies of in-house companies, units andgroups(c) Key financial targets of the Mizuho Group(d) Profit plans of the Mizuho Group (net businessprofits, consolidated net income)(e) Profit plans of in-house companies (net businessprofits, net income, expense ratio, ROE)
(f)

Management resource plans of the Mizuho Group(expenses, investments, new risk based capital,
risk capital, human resources)(g) Management resource plans of in-housecompanies (new risk based capital)
For reference, “basic matters” do not include thefollowing:

1–

Specific priority strategies and measures of
in-house companies, units and groups, onesplanned under basic policies of the Mizuho
Group

–

Management resource plans of in-housecompanies, units and groups, excluding new risk
based capital–

Operation policies, priority strategies, profit
plans and management resource plans of the coregroup companies

Matters to be Resolved

Operating Standards(3) Basic matters concerning the capital policy of
the Mizuho Group•

Fundamental perspectives regarding overall
capital policy(a) Basic policy on capital policy(b) Policy on shareholder-return(4) “System to ensure the properness ofoperations” of the Mizuho Group (the“Internal Control System”)•

Matters prescribed in Article 416, Paragraph 1,
Items 1 (b) and (e) of the Companies Act, andArticle 112 of the Ordinance for the Enforcementof the Companies Act(a) Determination of development of systems
necessary to ensure that the execution of duties
by executive officers as defined in the
Companies Act, complies with laws andregulations and the Articles of Incorporation, andother systems necessary to ensure the propernessof operations of the corporate group consisting of
the Company and subsidiaries
A.

Systems for the safekeeping and managementof information on the execution of duties byexecutive officers as defined in the
Companies Act of the Company

B.

Regulations and other systems for managing
the risk of loss of the Company

C.

Systems to ensure the efficient execution ofduties by executive officers as defined in the
Companies Act of the Company

D.

Systems to ensure that the duties of
employees of the Company are executed incompliance with laws, regulations and the
Articles of Incorporation

E.

Systems listed below and other systems toensure the propriety of business operations
within the corporate group consisting of theCompany and subsidiaries
i.

Systems concerning reports to theCompany on matters regarding theexecution of duties by directors andother persons equivalent thereto (in iii.
and iv., “Directors, Etc.”) of theCompany’s subsidiaries

ii.

Regulations and other systems
concerning management of the risk ofloss of the Company’s subsidiariesiii. Systems to ensure the efficient
execution of duties by Directors, Etc.
of the Company’s subsidiaries

2Matters to be Resolved

Operating Standards

iv. Systems to ensure that the duties of
Directors, Etc. and employees of theCompany’s subsidiaries are executed incompliance with laws and regulations
and the Articles of Incorporation(b) Determination of matters necessary to executethe duties of the Audit Committee

3A.

Matters concerning directors and employees
posted as assistants to the Company’s Audit
Committee

B.

Matters concerning measures for ensuringthat directors and employees described in A.
above remain independent from theCompany’s executive officers as defined in
the Companies Act

C.

Matters concerning measures for ensuring
effective instructions to the directors andemployees described in A. above by theCompany’s Audit Committee

D.

Systems listed below and other systems
concerning reports to the Company’s Audit
Committeei.

Systems for the Company’s directors(excluding those that are members of
the Audit Committee), executive
officers as defined in the Companies
Act and employees to report to theCompany’s Audit Committee

ii.

Systems for directors, corporate
auditors, other persons equivalent toeither, and employees of the Company’s
subsidiaries, or anyone that has received
a report from such persons, to report to
the Company’s Audit Committee

E.

Systems to ensure that persons in D. abovethat submitted a report do not receive
disadvantageous treatment for submitting
such reportF.

Matters concerning policies relating toprocedures for the advance payment or
reimbursement of expenses arising from theexecution of duties of the Company’s Audit
Committee members (limited to expenses
relating to the execution of duties of the
Audit Committee) and other handling ofexpenses or debt arising from the executionof such duties

Matters to be Resolved

Operating StandardsG.
(5) Matters concerning changes of particularly
important companies in the Mizuho Group•

Other systems to ensure the effectiveness ofaudits by the Company’s Audit Committee

Any purchase, sale, establishment, integration,
dissolution, split, merger, change in strategic
position, etc. that has a material influence on the“basic management policy”(6) Basic matters concerning risk governance, risk (a) Fundamental matters regarding the risk appetite
management, compliance, and internalframework (including risk appetite policies, risk
auditing of the Mizuho Groupappetite metrics, and their levels and mattersregarding the stress testing)(b) Establishment and revision of risk appetitestatement(c) Fundamental matters regarding comprehensive
risk management(d) The amount of allocated risk capital for the fiscal
year(e) Fundamental matters regarding credit risk
management(f)Fundamental matters regarding credit limit
management(g) Fundamental matters regarding market risk
management(h) Fundamental matters regarding liquidity risk
management(i)

Fundamental matters regarding operational risk
management(j)Fundamental matters regarding information
technology risk management(k) Fundamental matters regarding cybersecurity risk
management(l)Fundamental matters regarding operations risk
management(m) Fundamental matters regarding legal risk
management(n) Fundamental matters regarding human resources
risk management(o) Fundamental matters regarding tangible asset risk
management(p) Fundamental matters regarding regulatory change
risk management(q) Fundamental matters regarding reputational risk
management
4Matters to be Resolved

Operating Standards(r)Fundamental matters regarding model risk
management(s) Fundamental matters regarding climate-related
risk management(t)

Fundamental matters regarding third-party risk
management(u) Fundamental matters regarding risk data
management(v) Fundamental matters regarding the recovery plan(w) Fundamental matters regarding the resolution
plan for U.S. operations(x) Fundamental matters regarding complianceincluding the development and modification ofcompliance programs(y) Fundamental matters regarding the managementof customer protection, etc. including thedevelopment and modification of plan related to
Customer Protection(z) Fundamental matters regarding internal audit
including the development and modification ofbasic internal audit plans(aa) Other important matters pertaining to Internal
Control System(7) Fundamental matters regarding Mizuho
Group’s Sustainability
2.

Important matters concerning the Company(1) Determination of convocation of general
meetings of shareholders and agenda thereof(a) Determination of convocation of general
meetings of shareholders(b) Determination of agenda for general meetings ofshareholders (excluding any proposal concerning
the appointment and dismissal of directors or
accounting auditors and any proposal concerning
non-reappointment of accounting auditors)(2) Determination of person authorized toconvene general meetings of shareholders andthe Chairman thereof (including the order inwhich substitutes are to be determined)(3) Appointment and removal of directors withspecial titles(4) Appointment and dismissal of executive
officers as defined in the Companies Act(5) Appointment and removal of representative
executive officers as defined in the Companies
Act and executive officers as defined in the
Companies Act with special titles
5

Matters to be Resolved

Operating Standards(6) Matters concerning the interrelationship•between Executive officers as defined in the–
Companies Act, including the commission to
executive officers as defined in the Companies
Act, and hierarchy of commands of executive–
officers as defined in the Companies Act(7) Appointment of, removal of, and commission
to executive officers as defined in our internal
regulations with special titles(8) Approval of competitive transactions andconflicting interest transactions by directors
and executive officers as defined in the
Companies Act(9) Determination of person authorized toconvene meetings of the Board of Directors
and the Chairman thereof (including the orderin which substitutes are to be determined)(10) Determination of director to receive demands
for convocation of meetings of the Board of
Directors from executive officers as defined in
the Companies Act(11) Appointment and removal of members whoconstitute the Nominating Committee, theCompensation Committee, and the Audit
Committee(12) Appointment and removal of the Chairman ofeach of the Nominating Committee, theCompensation Committee, and the Audit
Committee
6

The following commissions are excluded
Commissions for positions in Divisions, Offices,
temporary organizations, and other positions
equivalent thereto
Commissions due to reorganization or similar
matters and not accompanied by substantialchanges–

Temporary commissions accompanying theresignation or similar matters of executive
officers as defined in the Companies Act anddelay in approval (however, this is limited tocases where the term of commission is threemonth or less)•

The following commissions are excluded–

Commissions for positions in Divisions, Offices,
temporary organizations, and other positions
equivalent thereto–

Commissions due to reorganization or similar
matters and not accompanied by substantialchanges–

Temporary commissions accompanying theresignation or similar matters of executive
officers as defined in our internal regulations
with special titles and delay in approval(however, this is limited to cases where the termof commission is three month or less)Matters to be Resolved

Operating Standards(13) Determination of a person to represent theCompany in any action between the Company
and a member of the Audit Committee(14) Matters concerning business transfers, etc.
(including transfers of shares or equity ofsubsidiaries), mergers, absorption-typecompany splits, incorporation-type company
splits, share exchanges, and share transfers of
the Company which require the approval of ageneral meeting of shareholders(15) Establishment, modification, and abolition ofimportant organizations(a) Establishment, modification, and abolition of
in-house companies, units,groups(b) Modification and abolition of Corporate
Secretariat and Audit & Supervisory Committee
Office(16) Approval of financial statements, business
reports and supplementary schedules,
temporary financial statements, andconsolidated financial statements(17) Distribution of surplus and other matters theBoard of Directors is authorized to determine
pursuant to the provisions of the Articles ofIncorporation(18) Determination of approval of transfers ofstock acquisition rights with restriction ontransfers(19) Determination of filing for bankruptcy in the
RCP (under the Deposit Insurance Act)
(20) Determination of the contents of“Indemnification agreement for directors andofficers” or “Directors and Officers Liability
Insurance”

A Directors and Officers liability insurance contract
shall cover the cases where a new contract isconcluded or a contract is renewed as a policyholder.

(21) Establishment of, revisions to, and abolition of –particularly important internal regulations–

7

Mizuho Code of Conduct
Human Rights Policy–

Environmental Policy–

Code of Ethics for Financial Professionals–

Tax Policy–

Regulations of the Board of Directors–

Supplementary Provisions of the Regulations of
the Board of Directors–

Regulations of the Nominating Committee–

Regulations of the Compensation Committee

Matters to be Resolved

Operating Standards

8–

Regulations of the Audit Committee–

Regulations of the Risk Committee–

Regulations of the Human Resources Review
Meeting–

Regulations of the Executive Management
Committee–

Regulations of the Business Policy Committees–

Regulations of the Company Strategy
Conferences–

Regulations of the Internal Audit Committee–

Regulations of the Executive Officer Disciplinary
Measures Committee–

Regulations of the Computer System Failure
Response Verification Committee.

–

Organization Regulations–

Authorization Regulations–

Group Management Administration Regulations–

Supplementary Provisions of the GroupManagement Administration Regulations–

Regulation for Operation of “In-House Company
System”–

Basic Policy for Business Continuity
Management–

Regulations for the Management of Recovery
Plan–

Regulation for Management of Settlement of
Account–

Regulations for Management of Tax Operations–

Accounting Policy–

Accounting Regulations–

Regulations Regarding the Scope Qualificationsof Subsidiaries and Affiliates in Consolidated
Financial Statements–

Basic Policy on Disclosure Controls andProcedures–

Disclosure Policy–

Basic Policy on Sustainability Initiatives–

Basic Policy on Management of Finance
Facilitation

Matters to be Resolved

Operating Standards

9–

Basic Policy Concerning Operation of Risk
Appetite Frameworks–

Stress Testing Management Regulations–

Basic Policy for Risk Data Management–

Basic Policy for Comprehensive Risk
Management–

Regulations for Risk Capital Allocation &Management–

Basic Policy for Credit Risk Management–

Credit Codes–

Credit Limit Management Regulations–

Basic Policy for Market Risk Management–

Basic Policy for Liquidity Risk Management–

Basic Policy for Operational Risk Management–

Basic Policy for Information Technology Risk
Management–

Basic Policy for Cybersecurity Risk Management–

Basic Policy for Operations Risk Management–

Basic Policy for Legal Risk Management–

Basic Policy for Human Resources Risk
Management–

Basic Policy for Tangible Asset Risk
Management–

Basic Policy for Regulatory Change Risk
Management–

Basic Policy for Reputational Risk Management–

Basic Policy for Model Risk Management–

Basic Policy for Climate-Related Risk
Management–

Basic Policy for Third-Party Risk Management–

Compliance Manual–

Basic Policy of Compliance–

Basic Approach for Group Business Management
Concerning Information Management–

Information Security Policy–

Privacy Policy Regarding Customer Information–

Privacy Policy Regarding Shareholder
Information

Matters to be Resolved

Operating Standards–

Privacy Policy Regarding Employee Information–

Privacy Policy Regarding Applicant Information–

Basic Policy for Management of Protection ofCustomers, etc.

–

Regulations for Handling Incidents–

Basic Policy on Internal Audit–

Regulations for Executive Officers as Defined in
the Companies Act–

Regulations on Retirement Benefit for Directors,
etc.

–

Regulations on Housing for Directors, etc.

–

Regulations on Company Funeral for Directors,
etc–

Regulations on Financial Transactions by
Directors, etc.

–

Regulations Regarding Disciplinary Measures for
Executive Officers

These regulations may be amended by a resolution of
the Board of Directors. However, revisions
accompanying changes in the organization, name, etc.,
and revisions that have only a minor impact on themeaning and purpose of the Regulations and do notentail substantial changes may be made by decision of
the President and CEO.
The contents of revisions made by the decision of the
President & CEO other than changes in organization,
name, etc. shall be clearly indicated in the report on
the status of execution of duties by executive officers
as stipulated in Article 11, Paragraph 1 of theRegulations of the Board of Directors.
3.

Important matters concerning the Management of Subsidiaries, Etc.
(1) Matters concerning transfer of particularly
important subsidiaries and other entities
administered by the Company•

Any purchase, sale, establishment, integration,
dissolution, split, merger, change in strategic
position, etc. that has a material influence on the“basic management policy”(2) Basic matters concerning risk governance, risk •management, compliance, and internal
auditing of the core group companies

Any matter that has a material influence on the“basic management policy” or any importantmatter pertaining to Mizuho Group’s Internal
Control System(3) Appointment of, removal of, and commission
to executive officers as defined in our internal
regulations with special titles of management
category A1 companies•

The following commissions are excluded–

Commissions for positions in Divisions, Offices,
temporary organizations, and other positions
equivalent thereto

10Matters to be Resolved

Operating Standards–

Commissions due to reorganization or similar
matters and not accompanied by substantialchanges–

Temporary commissions accompanying theresignation or similar matters of executive
officers as defined in our internal regulations
with special titles and delay in approval(however, this is limited to cases where the termof commission is three month or less)4.

Other matters provided for in laws and regulations or the Articles of Incorporation, or resolved at a
general meeting of shareholders

5.

Any other matter that a Director believes should be proposed at a meeting of the Board of Directors•

Any matter that has a material influence on the“basic management policy” or any importantmatter pertaining to Mizuho Group’s Internal
Control System•

Any other matter considered necessary by the
Chairman of the Board of Directors, an appointed
member of the Nominating Committee,
Compensation Committee, or Audit Committee,
or President & CEO–

Matters to be Resolved 1.(1) to (3) form the “basic management policy” under Article 416, Paragraph 1,
Item 1 (a) of the Companies Act.

–

“Mizuho Group” means the Company and any subsidiary, etc. administered by the Company.

–“Core group companies” mean the “core group companies” provided for in the Group Management
Administration Regulations.

–“Management category A1 companies” mean companies with respect to which “management category A1”
has been established under the Group Management Administration Regulations.

11[ Translation ][Supplementary Provisions of the Regulations of the Board of Directors]
MATTERS TO BE REPORTED TO THE BOARD OF DIRECTORS
Matters to be Reported

1.

Operating Standards

Matters to be Regularly Reported(1) Status of the execution of duties by executive
officers as defined in the Companies Act(compiled report at least once every threemonths)(a) Matters delegated to executive officers as
defined in the Companies Act, in connection
with transformation of the Company into what iscurrently called a Company with Three
Committees
A.

12Particularly important matters concerning theMizuho Group–

Important changes in shareholder
composition–

Disposal of and acceptance of assignmentof important assets that are important togroup strategies–

Exemption from large debts and similar
matters that are important to group
strategies–

Large and exceptional loans and similar
matters that are important to group
strategies–

Management support for Mizuho Group
companies that is important to group
strategies–

Establishment, change, and abolition ofimportant organizations in management
category A1 companies–

Execution of important contracts–

Important applications and reports andsubmission of important documents to theoutside–Agenda items for the General Meeting of
Shareholders of management category A1companies–

Important matters concerning importantsystem project (including system
integration) management of management
category A1 companies

Matters to be Reported

Operating Standards

B.

Particularly important matters concerning theCompany–

The disposal of and acceptance of assignment ofimportant assets–*

Acquisition or loss and lease of movable
property and real property exceeding 0.3%of the nonconsolidated total net assets of
the Company per case*

Amortization of claims exceeding 0.3% of
the nonconsolidated total net assets of theCompany per case*Donations exceeding JPY 300,000,000 percase*

Loan(s) exceeding 0.3% of thenonconsolidated total net assets of theCompany

Borrowing in a significant amount*

13

Borrowing exceeding 0.3% of thenonconsolidated total net assets of theCompany–

Appointment and dismissal of executive officers
as defined in our internal regulations, andimportant employees (including personnel witha rank of Division General Manager or Office
General Manager (Office with the same rank as
a Division) or higher)–

Establishment, modification, and abolition ofimportant organizations (excluding the mattersto be resolved)–

Determination of important matters concerning
the offering of company bonds–

Determination of corporate restructuring actsthat do not require the approval of a general
meeting of shareholders such as short-form
mergers or simplified mergers–

Determination of the features of class shares
whose outline has been provided for in the
Articles of Incorporation–

Determination of the acquisition price, etc. ofown shares (excluding acquisition from themarket) and acquisitions from subsidiaries–

Determination of the acquisition date of sharessubject to call and stock acquisition rights
subject to call, and the shares to be acquiredMatters to be Reported

Operating Standards–

Cancellation of own shares and own stockacquisition rights–

Reduction of share units–

Share splits and allotment of shares without
contribution–

Auctions, etc. of shares of shareholders whose
whereabouts are unknown–

Determination, etc. of the terms and conditionsof shares for subscription and stock acquisitionrights for subscription–

Acquisition of own shares equivalent to the totalsum of any fraction–

Consent to handling of shares in the book-entry
transfer settlement system–

Reduction in the amount of stated capital orreserves concurrently with an issuance of shares(b) Particularly important matters

14

A.

Particularly important matters concerning theMizuho Group–

Decisions on and approval of changes to theappointment and dismissal of and commission to
executive officers as defined in our internal
regulations of management category A1companies

B.

Particularly important matters concerning theCompany–

Ex-post-facto reporting of competitivetransactions and conflicting interest transactions
by directors and executive officers as defined in
the Companies Act–

Approval of competitive transactions andconflicting interest transactions by executive
officers as defined in our internal regulations–

Determination of and changes to commissions
and areas of responsibilities of executive
officers as defined in our internal regulations–

Order in which substitutions of the person
authorized to convene and the Chairman ofmeetings of the Executive Management
Committee are to be made–Order in which substitutions of the authorizationof President & CEO are to be made–Order in which substitutions of the Chairman of
the Internal Audit Committee are to be made

Matters to be Reported

Operating Standards–

Appointment of special committee members of
the Internal Audit Committee–

Appointment of the Chairmen of the Business
Policy Committees(c) Status of the execution of other important
operations(2) Important matters concerning risk governance,risk management, compliance, and internal
auditing of the Mizuho Group (in principle,
quarterly reports)(a) Status of risk appetite level of the Mizuho
Group as well as in-house companies andunits (*)(b) Status of risk management (**)(c) Status of compliance management (***)(d) Matters to be resolved by and important mattersto be reported to the Internal Audit Committee
Status of implementation of internal audits(*) Report on important matters stipulated in the
Basic Policy Concerning Operation of Risk
Appetite Frameworks(**) Report on important matters stipulated in the
Basic Policy for Comprehensive Risk
Management, etc(***) Report on important matters stipulated in the
Basic Policy of Compliance and Basic Policy
for Management of Protection of Customers, etc(3) Matters such as status of the execution ofduties by the Nominating Committee, theCompensation Committee, and the Audit
Committee (to be reported without delay)(a) Status of the execution of duties by the
Nominating Committee(b) Appointment of members of the Nominating
Committee who are to report to the Board of
Directors on status of the execution of duties by
the Nominating Committee(c) Order in which substitutions of the Chairman of
the Nominating Committee are to be made(b) Status of the execution of duties by theCompensation Committee(e) Appointment of the members of theCompensation Committee who are to report to
the Board of Directors on status of the executionof duties by the Compensation Committee(f)Order in which substitutions of the Chairman of
the Compensation Committee are to be made(g) Status of the execution of duties by the Audit
Committee

15Matters to be Reported

Operating Standards(h) Appointment of members of the Audit
Committee who are to report to the Board of
Directors on status of the execution of duties by
the Audit Committee(4) Status of the execution of duties by othercommittees (to be reported without delay)(i)Order in which substitutions of the Chairman of
the Audit Committee are to be made(j)

If a member of the Audit Committee finds that a
director or executive officer as defined in the
Companies Act, engages in misconduct, or is
likely to engage in misconduct, or that there isany fact in violation of laws and regulations or
the Articles of Incorporation or any grossly
improper fact, that matter(a) Status of the execution of duties by the Risk
Committee(b) Status of the execution of duties by the Human
Resources Review Meeting(c) Status of the execution of duties by othercommittees excluding the Outside Director
Session(5) Important matters concerning Mizuho’senvironment-related initiatives (in principle,
annually reports)(a) Status of Mizuho’s Environmental Initiatives(6) Important Matters Concerning Mizuho
Group’s Human Rights Initiatives (Annual
Report in Principle)(a) Mizuho Group’s Human Rights Initiatives(7) Important Matters Concerning Mizuho
Group’s Sustainability Initiatives (Annual
Report in Principle)(a) Mizuho Group’s Sustainability Initiatives(8) Annual agenda plans for the Board of
Directors and the Risk Committee (Annual
Report in Principle)
2.

Matters to be Reported on a Case-by-case basis(1) Particularly important matters concerning theMizuho Group(a) Results of important external audits andinspection by authorities, etc.
(b) Process and resolution of “emergency
situations” as provided for in the Basic Policy
for Business Continuity Management(c) Matters concerning financial results (financial
statements, consolidated financial statements,
capital ratio, etc.)(d) Particularly important matters concerning risk
management, compliance, and internal auditing
16

Matters to be Reported

Operating Standards(2) Particularly important matters concerning theCompany–

Occurrence of misconduct, etc. that has amaterial effect on management–

Occurrence of incidents that have a material
effect on management–

Results of important internal audits that has amaterial effect on management(a) Matters concerning the Audit Committee–

Audit policies, audit plans, and audit methods of
the Audit Committee–

Important matters among matters resolved at a
meeting of the Audit Committee(b) Among the matters to be reported to the Boardof Directors on a case-by-case basis asnecessary prescribed in the particularly
important internal regulations of the Company,
matters that directors able to convene meetingsof the Board of Directors in accordance with
Article 5, Paragraph 1 or Paragraph 2 of theRegulations of the Board of Directors, ordirectors or executive officers as defined in the
Companies Act, able to request a convocation of
meetings of the Board of Directors inaccordance with Paragraph 4 of the same Article
believe should be reported(3) Any other matter that a Director believes
should be reported to a meeting of the Boardof Directors–

Matters to be reported to the Board of Directors do not include matters that are to be resolved at a meetingof the Board of Directors.

–“Mizuho Group” means the Company and any subsidiary, etc. administered by the Company.

–“Management category A1 companies” mean companies with respect to which “management category A1”
has been established under the Group Management Administration Regulations.

17

Exhibit 1.3[Translation]
This is a translation of a document written in Japanese,and has been prepared for reference purpose only.

Share Handling Regulations(as of September 1, 2022)

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.
3-3,Marunouchi 1-chome, Chiyoda-ku, Tokyo
Handling Office:Stock Transfer Agency Department of the Head Office of Mizuho Trust &Banking Co., Ltd.
3-3,Marunouchi 1-chome, Chiyoda-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.
1.

(Records in the Register of Shareholders)
The matters described in the register of shareholders shall be changed upon the provision of a noticefrom JASDEC, 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 of Corporate 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 ofshareholders shall be 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 shallbe 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 bereported to the shareholder 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.
were made 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 suchshareholder 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 for in preceding two paragraphs. The names, or trade names and addresses of the proxy shallbe stated in the power of attorney.

4.

The provisions of the first paragraph and the second paragraph shall apply mutatis mutandis to theproxy.
CHAPTER IV
PROCEDURES FOR EXERCISE OF SHAREHOLDER RIGHTS

Article 12.

(Requests for Delivery of Documents in Paper Form and Statements of Objections)

Any requests for the delivery of documents in paper form stating such matters concerning which electronic
provision measures will be taken as provided for in Article 325-5, Paragraph 1 of the Companies Act, including
the reference materials, etc. for a general meeting of shareholders, (hereinafter referred to as the “Requests for
Delivery of Documents in Paper Form”), and any statements of objections as provided for in Paragraph 5 of thesame article of the same act, shall be made in writing in the designated form; provided, however, that theRequests for Delivery of Documents in Paper Form made through the Securities Companies, Etc. and JASDEC
shall be made in accordance with the rules of the Securities Companies, Etc. and JASDEC.
Article 13.

(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 14. (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 Regulations for Enforcement of the Companies Act.
-3-

Article 15.

(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 16.

(Method of Determination of Purchase Price)1.

The purchase price per share of shares constituting less than one (1) unit requested for purchasepursuant to the preceding Article shall be the last reported price on the market established by the Tokyo
Stock Exchange on the day on which the request for purchase provided for in the preceding Article isreceived at the handling office of the shareholder register manager; provided, however, that if theshares are not traded on the market established by the Tokyo Stock Exchange on such day, or if suchday 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 the shares 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 thepreceding paragraph by the number of such shares constituting less than one (1) unit requested forpurchase.

Article 17.

(Payment of Purchase Price)

1.

Unless otherwise provided by the Company, the Company shall pay to the person who has requested
for purchase the purchase price determined pursuant to the preceding Article after deducting therefrom
the handling fees provided for in Article 53, 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 isdetermined, pursuant to the rules of JASDEC; provided, however, that if the purchase price reflects therights to receive dividends from surplus (including interim dividends, the same shall apply hereinafter)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 a bank account designated by him/her or by cash payment at Japan Post Bank (Yucho Ginko
Genkinbarai).

Article 18.

(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 19.

(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 20. (Request for Additional Purchase of Number of Shares Exceeding the Remaining Number of Sharesof 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.
-4-

Article 21.

(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 22.

(Determination of Additional Purchase Price)1.

The additional purchase price per share of shares constituting less than one (1) unit, for which theRequest for Additional Purchase has been made, shall be the last reported price on the market
established by the Tokyo Stock Exchange as of the effective date of the Request for Additional
Purchase; provided, however, that if the shares are not traded on the market established by the Tokyo
Stock Exchange on such day, or if such day falls on a holiday of the said Stock Exchange, theadditional purchase price per share of shares constituting less than one (1) unit shall be the price atwhich 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 obtainedby multiplying the additional 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, for which the Request for Additional Purchase has been made.

Article 23.

(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 53, asconsideration for additional purchases, have been remitted to the bank account designated by the Company.
Article 24.
1.

(Suspension Period of Request for Additional Purchase)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
any other period during which the Company shall suspend acceptance of the Request for Additional
Purchase.
CHAPTER V
EXCEPTIONS FOR SPECIAL ACCOUNTS

Article 25.

(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.

-5-SECTION 3
PREFERRED STOCKCHAPTER I
GENERAL PROVISIONS
Article 26.

(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.
Article 27.

(Liaison Offices of Shareholder Register Manager)

The liaison offices of the shareholder register manager for preferred stock shall be as follows:
All branches in Japan of Mizuho Trust & Banking Co., Ltd.
Article 28.

(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
register manager 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 theprovisions of Article 34.

3.

If any requests and reports provided for in the preceding paragraph shall be made by a proxy, adocument 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 29.

(Mutatis Mutandis Application of Procedures for Exercise of Shareholder Rights)

The provisions of Article 12, Article 13 (excluding “together with the receipt of the Individual Shareholder
Notice”) and Article 14 shall apply mutatis mutandis to preferred stock.
CHAPTER IIRECORDS IN THE REGISTER OF SHAREHOLDERS, ETC.
Article 30.

(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 thereforbearing the signatures of both the current shareholder of preferred stock and the acquirer of shares ofthe preferred stock shall be 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 suchacquisition shall be submitted, in addition to the procedures provided for in the preceding paragraph.
-6-Article 31. (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.
CHAPTER III
REGISTRATION OF PLEDGES AND INDICATION OF TRUST ASSETS
Article 32.

(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 33.

(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 34.

(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 35.

(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 anaddress to which 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 36.

(Representative of a Corporation)

1.

In case where a shareholder of preferred stock or a registered preferred stock pledgee is a corporation,
the name 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.

-7-Article 37.

(Representative of Shareholders Who Jointly Own Shares)

1.

The shareholders of preferred stock who jointly own preferred stock shall appoint one(1) representative and report thereof.

2.

The same procedures shall be taken in the case of any change in the representative provided for in thepreceding paragraph.

Article 38.

(Representative of Unincorporated Organization)

1.

In case where a shareholder of preferred stock or a registered preferred stock pledgee is anunincorporated organization, 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 39.

(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 40.

(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 41.

(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 27.
Article 42.

(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.
Article 43.
1.

(Payment of Purchase Price)

Unless otherwise provided by the Company, the Company shall pay to the person who has requested
for purchase, the purchase price determined pursuant to the preceding Article after deducting therefrom
the handling fees provided for in Article 53, on the fourth (4th) business day commencing on the day
following the day (in case where the purchase price pursuant to the preceding Article has not yet been-8-

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 41 is received at thehandling office of the shareholder register manager; provided, however, that if the purchase pricereflects the rights to receive dividends from surplus or stock split, etc., such payment shall be made notlater 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 a bank account designated by him/her or by cash payment by Japan Post Bank (Yucho Ginko
Genkinbarai) to the address of such person. If this is the case, the payment of the purchase price shallbe deemed to be completed, concurrently with arrangement for payment by transfer or by voucher for
disbursement through Japan Post Bank (Hurikaeharaidashi-shousho).

Article 44.

(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 STOCK CONSTITUTING LESS THAN
ONE (1) UNIT
Article 45. (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 27.
Article 46. (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.
Article 47.

(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 45 is received at the handling office of the shareholder registermanager.

-9-Article 48.
1.

(Suspension Period of Request for Additional Purchase)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
any other periods during which the Company shall suspend acceptance of the Requests for Additional
Purchase.

Article 49.

(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.
Article 50. (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 53, as consideration for the additional purchase.
CHAPTER VII
REQUEST FOR ACQUISITION OF PREFERRED STOCK
Article 51.

(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 ofthe liaison offices of the shareholder register manager provided for in Article 27.

2.

The request for acquisition may not be withdrawn after submission of such request.

Article 52.

(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.

- 10 -

SECTION 4
HANDLING FEES
Article 53.

(Handling Fees)

Handling fees in connection with shares of the Company shall be as follows:
1.

There shall be no handling fees in the case of purchase of shares constituting less than one (1) unit
pursuant to Article 15 (Method of Request for Purchase of Shares Constituting Less Than One (1) Unit)
and Article 41 (Method of Request for Purchase of Shares of Preferred Stock Constituting Less Than
One (1) Unit) and in the case of the sale of shares constituting less than one (1) unit pursuant to Article
19 (Method of Request for Additional Purchase of Shares Constituting Less Than One (1) Unit) and
Article 45 (Method of Request for Additional Purchase of Preferred Stock Constituting Less Than One(1) Unit).

- 11 -

Exhibit 12.1
CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Masahiro Kihara, certify that:1.

I have reviewed this annual report on Form 20-F of Mizuho Financial Group, Inc. (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: June 28, 2023
By:/s/ Masahiro Kihara
Name: Masahiro Kihara
Title: President & Group CEO

Exhibit 12.2
CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Takefumi Yonezawa, certify that:1.

I have reviewed this annual report on Form 20-F of Mizuho Financial Group, Inc. (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: June 28, 2023
By: /s/ Takefumi Yonezawa
Name: Takefumi Yonezawa
Title: Senior Executive Officer and Group 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 fiscal year ended March 31, 2023 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.
Masahiro Kihara, President & Group CEO, and Takefumi Yonezawa, Senior Executive Officer and Group
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: June 28, 2023
/s/ Masahiro Kihara
By:
Name: Masahiro Kihara
Title: President & Group CEO/s/ Takefumi Yonezawa
By:
Name: Takefumi Yonezawa
Title: Senior Executive Officer and Group Chief
Financial Officer

Exhibit 15
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form F-3 No. 333-266555) of
Mizuho Financial Group, Inc. and in the related Prospectus of our reports dated June 28, 2023, with respect to theconsolidated financial statements of Mizuho Financial Group, Inc., and the effectiveness of internal control overfinancial reporting of Mizuho Financial Group, Inc., included in this Annual Report (Form 20-F) for the year
ended March 31, 2023.
/s/ Ernst & Young ShinNihon LLC
Tokyo, Japan
June 28, 2023