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, 2021
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)
Mizuho Financial 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)

Tomomichi Fujita, +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, 2021, the following shares of capital stock were issued: 2,539,249,894 shares of common stock (including 552,914 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 of1934.
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 12months (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
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S.GAAP È

International Financial Reporting Standards as issued by the International Accounting Standards Board ‘

Other ‘If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 ‘

Item 18 ‘

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ‘

No È
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 7.
Major Shareholders and Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7.A. Major Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7.B.
Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7.C.
Interests of Experts and Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 8.
Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.A. Consolidated Statements and Other Financial Information . . . . . . . . . . . . . . . . . . . . .
8.B.
Significant Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 9.
The Offer and Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9.A. Listing Details . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9.B.
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9.C.
Markets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9.D. Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9.E.
Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9.F.
Expenses of the Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 10.
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.A. Share Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.B. Memorandum and Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.C. Material Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.D. Exchange Controls . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.E. Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.F. Dividends and Paying Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.G. Statement by Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.H. Documents on Display . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.I. Subsidiary Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1

3
3
5
5
6
6
10
10
10
24
24
26
56
58
58
59
108
108
112
120
125
126
127
127
127
128
128
128
129
129
129
129
129
129
129
129
129
129
129
142
142
146
152
152
152
152

Page

ITEM 11.
ITEM 12.

Quantitative and Qualitative Disclosures about Credit, Market and Other Risk . . . . . . . . . . .
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 17.
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 18.
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 19.
Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Statistical Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Index to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2

153
171
171
171
171
172
173
173
173
174
174
174
175
175
176
176
177
178
178
178
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:•

the development and impact of the novel coronavirus;•

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 Five-Year 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 tables set forth our selected consolidated financial data.
The first table below sets forth selected consolidated financial data of Mizuho Financial Group as of and forthe fiscal years ended March 31, 2017, 2018, 2019, 2020 and 2021 derived from the audited consolidated
financial statements of Mizuho Financial Group prepared in accordance with U.S. GAAP.
The second table below sets forth selected consolidated financial data of Mizuho Financial Group as of andfor the fiscal years ended March 31, 2017, 2018, 2019, 2020 and 2021 derived from Mizuho Financial Group’s
consolidated financial statements prepared in accordance with accounting principles generally accepted in Japan,
or Japanese GAAP.
The consolidated financial statements of Mizuho Financial Group as of and for the fiscal years ended
March 31, 2017, 2018, 2019, 2020 and 2021 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 U.S. GAAP selected consolidated financial information presented below together with
the information included in “Item 5. Operating and Financial Review and Prospects” and the audited
consolidated financial statements, including the notes thereto, included in this annual report. The information
presented below is qualified in its entirety by reference to that information.

6

U.S. GAAP Selected Consolidated Financial Information
As of and for the fiscal years ended March 31,
2017
2018
2019
2020
2021
(in millions of yen, except per share data, share number information and percentages)

Statement of income data:
Interest and dividend income . . ¥Interest expense . . . . . . . . . . . . .
Net interest income . . . . . . . . . .
Provision (credit) for credit
losses . . . . . . . . . . . . . . . . . . .

1,509,030 ¥
601,712

1,761,886 ¥ 2,207,443 ¥ 2,151,172 ¥889,936
1,313,476
1,271,381

1,456,556
467,939

907,318

871,950

893,967

879,791

988,617

37,668(126,362)

32,459156,200

112,776

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

869,650
1,368,032
1,757,307

998,3121,604,663
1,763,677

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

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

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

Income before income tax
expense . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . .

480,375
91,244

839,298
237,604

85,060
9,335

153,49047,175

1,028,764
210,716

389,131

601,694

75,725

106,315

818,048

26,691

24,086(8,746)(43,880)

236,283

362,440 ¥577,608 ¥84,471 ¥

150,195 ¥

581,765

362,440 ¥577,608 ¥84,471 ¥

150,195 ¥

581,765

143.34 ¥227.71 ¥33.31 ¥

59.19 ¥

229.27142.80 ¥227.64 ¥33.30 ¥

59.19 ¥

229.26

Net income . . . . . . . . . . . . . . . .
Less: Net income (loss)
attributable to noncontrollinginterests . . . . . . . . . . . . . . . . .
Net income attributable to
MHFG shareholders . . . . . . . ¥Net income attributable tocommon shareholders . . . . . . ¥Amounts per share(1):Basic earnings per commonshare—net income
attributable to commonshareholders . . . . . . . . . . . . . . ¥Diluted earnings per commonshare—net income
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 . . . . . . . . . . ¥$2,528,590

2,536,635

2,536,238

2,537,368

2,537,513

2,538,030

2,537,393

2,536,690

2,537,526

2,537,602

75.00 ¥
0.67 $

75.00 ¥
0.71 $

7

75.00 ¥
0.68 $

75.00 ¥
0.70 $

75.00
0.68

As of and for the fiscal years ended March 31,
2017
2018
2019
2020
2021
(in millions of yen, except per share data, share number information and percentages)

Balance sheet data:
Total assets . . . . . . . . . . . . . . . . ¥200,456,304 ¥204,255,642 ¥197,611,195 ¥211,218,760 ¥221,651,474
Loans, net of allowance . . . . . . .
81,804,233
83,204,742
82,492,742
87,087,233
87,930,018
Total liabilities . . . . . . . . . . . . . 191,684,247 194,751,942 188,109,702 202,043,136 211,963,317
Deposits . . . . . . . . . . . . . . . . . . . 131,184,953 136,884,006 138,296,916 144,948,667 151,010,604
Long-term debt . . . . . . . . . . . . .
14,529,414
12,955,230
11,529,400
10,346,152
11,706,471
Common stock . . . . . . . . . . . . . .
5,826,149
5,826,383
5,829,657
5,827,500
5,826,863
Total MHFG shareholders’equity . . . . . . . . . . . . . . . . . . .
8,261,357
8,868,421
8,726,519
8,512,365
9,105,238
Other financial data:
Return on equity and assets:
Net income attributable tocommon shareholders as apercentage of total averageassets . . . . . . . . . . . . . . . . . . .
0.18%
0.28%
0.04%
0.07%
0.26%
Net income attributable tocommon shareholders as apercentage of average MHFG
shareholders’ equity . . . . . . .
5.25%
8.26%
1.11%
1.95%
7.50%
Dividends per common share asa percentage of basic earnings
per common share . . . . . . . . .
52.32%
32.94%
225.16%126.71%32.71%
Average MHFG shareholders’equity as a percentage of total
average assets . . . . . . . . . . . .
3.38%
3.35%
3.71%
3.81%
3.43%
Net interest income as apercentage of total averageinterest-earning assets . . . . . .
0.51%
0.47%
0.48%
0.48%
0.48%
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, 2016.
For more information on the share consolidation, see “Item 10.B. Memorandum and Articles of
Association—Common Stock—Share Consolidation.” In addition, certain other comparative amounts forthe prior period have been reclassified in order to conform to the current period’s presentation.
(2) Yen amounts are expressed in U.S. dollars at the rate of ¥111.41= $1.00, ¥106.20= $1.00, ¥110.68= $1.00,¥107.53= $1.00 and ¥110.61= $1.00 for the fiscal years ended March 31, 2017, 2018, 2019, 2020 and 2021,
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.

8

Japanese GAAP Selected Consolidated Financial Information
2017

Statement of income data:
Interest income . . . . . . . . . . . . . ¥Interest expense . . . . . . . . . . . . .
Net interest income . . . . . . . . . .
Fiduciary income . . . . . . . . . . . .
Net fee and commission
income . . . . . . . . . . . . . . . . . .
Net trading income . . . . . . . . . .
Net other operating income . . . .
General and administrative
expenses . . . . . . . . . . . . . . . .
Other income . . . . . . . . . . . . . . .
Other expenses . . . . . . . . . . . . .
Income before income taxes . . .
Income taxes:
Current(1) . . . . . . . . . . . . . .
Deferred . . . . . . . . . . . . . . .
Profit . . . . . . . . . . . . . . . . . . . . .
Profit attributable to noncontrolling interests . . . . . . . .
Profit attributable to owners ofparent . . . . . . . . . . . . . . . . . . . ¥As of and for the fiscal years ended March 31,
2018
2019
2020
(in millions of yen, except per share data and percentages)

1,445,555 ¥
577,737

1,622,354 ¥ 2,056,327 ¥ 2,014,440 ¥814,988
1,293,846
1,280,897

2021

1,333,509
427,826

867,818
50,627807,366
55,400762,480
55,153

733,542
58,565905,683
55,160603,542
325,332
245,419614,349
275,786
162,454

610,427
297,367
87,306619,243
391,299
259,567

687,147
388,130
162,571

1,467,221
438,042
279,368

1,488,973
565,683
192,1131,430,850
447,300
712,927

1,378,398
318,438
383,542

1,414,608
380,978
512,900

784,193

799,953

116,259

618,717652,163

196,535(58,800)
646,457

190,158
1,469
608,326

161,376(163,879)
118,762150,088
11,408457,221

165,688
9,099
477,375

42,91331,77822,196

8,652

6,355

603,544 ¥576,547 ¥96,566 ¥448,568 ¥471,020

Net income per share(2):Basic . . . . . . . . . . . . . . . . . . . . . ¥238.68 ¥227.28 ¥38.07 ¥
176.87 ¥185.75
Diluted . . . . . . . . . . . . . . . . . . . .
237.80227.2238.06
176.86185.75
Balance sheet data:
Total assets . . . . . . . . . . . . . . . . ¥200,508,610 ¥205,028,300 ¥200,792,226 ¥214,659,077 ¥225,586,211
Loans and bills discounted(3) . . .
78,337,793
79,421,473
78,456,935
83,468,185
83,704,675
Securities . . . . . . . . . . . . . . . . . .
32,353,158
34,183,033
29,774,489
34,907,234
43,697,262
Deposits(4) . . . . . . . . . . . . . . . . . 130,676,494 136,463,824 137,649,596 144,472,235 150,504,978
Net assets . . . . . . . . . . . . . . . . . .
9,273,361
9,821,246
9,194,038
8,663,847
9,362,207
Risk-adjusted capital data
(Basel III)(5):
Common Equity Tier 1
capital . . . . . . . . . . . . . . . . . . ¥ 7,001,664 ¥ 7,437,048 ¥ 7,390,058 ¥ 7,244,776 ¥ 7,849,969
Tier 1 capital . . . . . . . . . . . . . . .
8,211,522
9,192,244
9,232,160
9,024,404
9,701,931
Total capital . . . . . . . . . . . . . . . .
10,050,953
10,860,440
10,917,507
10,722,278
11,385,395
Risk-weighted assets . . . . . . . . .
61,717,158
59,528,983
57,899,567
62,141,217
67,481,983
Common Equity Tier 1 capitalratio . . . . . . . . . . . . . . . . . . . .
11.34%
12.49%
12.76%
11.65%
11.63%
Tier 1 capital ratio . . . . . . . . . . .
13.30
15.44
15.94
14.52
14.37
Total capital ratio . . . . . . . . . . .
16.28
18.24
18.85
17.25
16.87
Notes:(1) Includes refund of income taxes.
9(2) 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 net income per share, we have assumed the effective date of the share consolidation to be April 1, 2016.
For more information on the share consolidation, see “Item 10.B. Memorandum and Articles of
Association—Common Stock—Share Consolidation.”(3) Bills discounted refer to a form of financing in Japan under which promissory notes obtained bycorporations through their regular business activities are purchased by banks prior to their payment dates at
a discount based on prevailing interest rates.
(4) Includes negotiable certificates of deposit.
(5) Risk-adjusted capital data are calculated on a Basel III basis. We utilize the advanced internal ratings-based
approach (the “AIRB approach”) for the calculation of risk-weighted assets associated with credit risk andthe advanced measurement approach (the “AMA”) for the calculation of operational risk. For more details
on capital adequacy requirements set by the Bank for International Settlements (“BIS”), and the guideline
implemented by the Financial Services Agency in compliance thereto, see “Item 5. Operating and Financial
Review and Prospects—Capital Adequacy.”
There are certain differences between U.S. GAAP and Japanese GAAP. The differences between U.S.
GAAP and Japanese GAAP applicable to us primarily relate to the accounting for derivative financial
instruments and hedging activities, investments, loans, allowances for loan losses and off-balance-sheet
instruments, premises and equipment, land revaluation, business combinations, pension liabilities, consolidationof variable interest entities, deferred taxes and foreign currency translation. See “Item 5. Operating and Financial
Review and Prospects—Reconciliation with Japanese GAAP.”
3.B. Capitalization and Indebtedness
Not applicable.
3.C. Reasons for the Offer and Use of Proceeds
Not applicable.
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
The recent outbreak of the novel coronavirus could have a significant negative impact on our business,
results of operations and financial condition.
Due to a strain of a virus called SARS-CoV-2 (severe acute respiratory syndrome coronavirus 2), or
coronavirus, which causes coronavirus disease, or COVID-19, the global economy, including that of Japan, is10under severe pressure and many business fields have been widely and adversely affected. Financial and monetaryeasing measures taken by governments and central banks have been preventing severe liquidity crises in the
global financial system to date, and financial markets have been gradually returning to stability. However,currently an increasing number of new variants of the coronavirus has led to surges of infections in some regions,with infections from some of these variants being observed in Japan, causing new rounds of restrictions on
economic activities. While the some countries have been successful in administering vaccinations to the generalpublic, other countries including Japan are experiencing delays in doing so. With the continued impact from thenovel coronavirus, it is expected that it would take time for the global economy to recover. Moreover, highvolatility in financial markets is expected to continue. As a result, we may incur significantly increased creditrelated costs, increased valuation losses and impairment of our assets, and our liquidity could also decline. As aresult of any of the foregoing, our business, financial condition and results of operations may be materially andadversely affected.
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
manufacturing and real estate industries as well as banks and other financial institutions is relatively high. We
manage our credit portfolio by regularly monitoring the credit profile of each of our customers, the progress
made on restructuring plans and credit exposure concentrations in particular industries or corporate groups thatare 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, in light 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 theseholdings are meaningful, and we have accordingly sold a portion of such investments. In addition, in order tolower the risk of stock 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, basedon Japanese GAAP, are taken into account when calculating the amount of capital for purposes of the calculationof our capital adequacy ratios, and as a result, a decline in the value of such investments would negatively affectsuch 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, and other
instruments primarily for the purpose of investment. As a result of such holdings, an increase in interest rates,
primarily yen interest rates, could lead to unrealized losses of bonds or losses from sales of bonds. In addition,11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 the composition of our bond portfolio and the utilizationof derivatives and other hedging methods to reduce our exposure to interest rate risk. However, in the event ofsignificant changes in interest rates, including as a result of a change in Japanese monetary policy, increased
sovereign risk due to deterioration of public finances and market trends, our financial condition and results ofoperations 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
currency translation 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 be materially 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
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 recorded deferred tax assets, net of valuation allowance, based on a reasonable estimation of futuretaxable income in accordance with applicable accounting standards. Our financial condition and results ofoperations could be materially and adversely affected if our deferred tax assets decrease due to a change in ourestimation of future taxable income, a change in tax rate as a result of tax system revisions or other factors.
Because we consider the sale of 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 ourestimated 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 the12accounting and valuation methods applied to the assets that are being hedged. Consequently, in some cases, due
to changes in the market or otherwise, losses related to such financial transactions during a given period may
adversely affect net income, while the corresponding increases in the value of the hedged assets do not have aneffect on net income for such period. As a result, our financial condition and results of operations could bematerially and adversely affected during the period.
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 comparedto 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.
13

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, 2021, the additional collateral requirement inconnection with our derivative contracts if other conditions remain unchanged, would have been approximately¥5.9 billion for a one-notch downgrade and approximately ¥13.8 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 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 capital adequacy ratio rules was initially scheduled tobe applied in stages over several years from January 1, 2022, with full application scheduled to commence inJanuary 1, 2027 under the finalized Basel III reforms published by the Basel Committee on Banking Supervisionin December 2017. However, in March 2020, the Basel Committee’s oversight body, the Group of Central Bank
Governors and Heads of Supervision (“GHOS”), announced a deferral of the implementation date of the finalized
Basel III reform by one year to increase operational capacity of banks and supervisors to respond to COVID-19.
Following this announcement, the Financial Services Agency announced that the finalized Basel III reform isscheduled to be implemented in Japan from March 2023. In addition, the Financial Services Agency published its
draft regulatory policy directions for the implementation of the Basel III finalization framework in Japan on
December 24, 2020 and the draft amendments to the regulatory notices regarding operational risk under the BaselIII finalization framework on March 31, 2021. Furthermore, we have been named by the Financial Stability
Board as a “global systemically important bank” (G-SIB), and a higher level of capital adequacy ratio is
applicable to us as a result. In addition, the list of G-SIBs, including their categorization regarding the level ofadditional required capital, is updated annually, and there is a possibility that we will be required to have a higher
level of capital in the future. See “Item 5. Operating and Financial Review and Prospects—Capital Adequacy”
and “Item 4.B. Business Overview—Supervision and Regulation—Capital Adequacy.”
We endeavor to maintain our capital adequacy ratios at an appropriate and sufficient level in light of ourrisk-asset management plan that is integrated with our business strategy, capital efficiency needs and the status of
the risks enumerated in these “Risk Factors.” However, our and our principal banking subsidiaries’ capital
adequacy ratios could decline in the future, including as a result of the materialization of any of the risks
enumerated in these “Risk Factors” and changes to the methods of calculating capital adequacy ratios and otherfactors. Also, there are regulatory adjustments, such as those related to goodwill and other intangibles, deferred
tax assets and investments in the capital of banking, financial and insurance entities, that are deducted from
regulatory capital under certain conditions. Our or our principal banking subsidiaries’ regulatory capital andcapital adequacy ratios could decline due to such regulations.
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 business operations,a disposition of subsidiary shares and a suspension of all or a portion of business operations. In addition, some ofour banking subsidiaries are subject to capital adequacy regulations in foreign jurisdictions such as the UnitedStates, 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 ofoperations.

14Leverage ratio regulations
In December 2017, the Basel Committee on Banking Supervision published the finalized Basel III reforms
in which the framework for the leverage ratio requirements was finalized, and the phased application of therequirements, as prescribed by the Financial Services Agency, commenced on March 31, 2019. In March 2020,
according to the deferral of the implementation of the finalized Basel III reform announced by GHOS, theFinancial Services Agency announced that 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
in Japan were deferred for one year, and will take effect from March 31, 2023. In June 2020, under concerns
regarding the increasing impact of the coronavirus pandemic, to maintain harmonization with the monetary
policy implemented by the Bank of Japan and the prudent regulations for banks and other financial institutions,
the Financial Services Agency introduced temporary measures to exclude amounts of deposits to the Bank ofJapan from the total exposure, which is the denominator, in calculating leverage ratio when a ratio, which isseparately determined by the Commissioner of the Financial Services Agency taking into account an exceptional
macroeconomic condition, applies as minimum regulatory requirements for leverage ratio. The temporary
measures were at first implemented as effective until March 31, 2021, but were later extended to be effective
until March 31, 2022. The regulation requires bank holding companies and banks to maintain their leverage ratio,
which is a supplementary indicator of the capital adequacy ratio, at a certain level or above. See “Item 5.
Operating and Financial Review and Prospects—Capital Adequacy” and “Item 4.B. Business Overview—
Supervision and Regulation—Capital Adequacy.” If the leverage ratio falls below a certain ratio, the Financial
Services Agency could require us to take corrective actions, including the submission of an improvement planthat would strengthen the capital base, a reduction (or slowing of increase) of total assets, a reduction in the sizeof some business operations, a disposition of subsidiary shares and a suspension of all or a portion of business
operations. Such events could adversely affect our business, financial condition and results of operations.
Total Loss Absorbing Capacity (TLAC) regulations
In November 2015, the Financial Stability Board released a final document requiring G-SIBs to have acertain minimum total loss absorbing capacity (TLAC).The phased application by the Financial Services Agency
of TLAC regulations in Japan to Japanese G-SIBs, including us, began on March 31, 2019 with full application,with certain limited exception, to take effect from March 31, 2022. In June 2020, the Financial Services Agency
introduced temporary measures to exclude amounts of deposits to the Bank of Japan from the total exposure,which is the denominator, in calculating leverage ratio when a ratio, which is separately determined by theCommissioner of the Financial Services Agency taking into account an exceptional macroeconomic condition,
applies as minimum regulatory requirements for such leverage ratio. The temporary measures were at first
implemented as effective until March 31, 2021, but were later extended to be effective until March 31, 2022. If
excluding such amounts of deposits in calculating leverage ratio, such amounts of deposits are also excluded
from the total exposure, which is the denominator, in calculating external TLAC ratio on total exposure basis andminimum internal TLAC. These regulations are applicable to G-SIBs such as us, in addition to capital adequacy
regulations. See “Item 5. Operating and Financial Review and Prospects—Capital Adequacy” and “Item 4.B.
Business Overview—Supervision and Regulation—Capital Adequacy.” If the TLAC of us or our material
subsidiaries fall below a certain threshold, the Financial Services Agency could require the submission of a plan
to improve TLAC 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 andresults 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. However, 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 other15

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. This could negatively
affect our ability to maintain or improve our capital adequacy ratios in accordance with our plans, and ourbusiness, financial condition and results of operations could be materially and adversely affected.
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
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 that resulted inaborted customer transactions across our network in Japan, including ATM and internet banking transactions andforeign exchange remittances. In order to evaluate the causes for these incidents, our board of directors
established an independent investigative committee of external professionals and specialists with no vested
interest in us. We also established an independent evaluation committee, comprised of external directors only, toevaluate the effectiveness of our internal measures to prevent future incidents. In June 2021, we received theinvestigation report from the above independent investigative committee. Based on the assessment andsuggestions in the investigation report, we and Mizuho Bank then disclosed our conclusion of the investigative
efforts and preventive measures that are to be taken. In 2002 and 2011, we received business improvement orders
from the Financial Services Agency for incidents involving systems failures, and there have been recent media
reports speculating on the imminent issuance of a business improvement order in connection with the recent
incidents. There can be no assurance that such an order or other sanctions will not be issued in connection withthese incidents nor, if issued, regarding the timing of such order or sanctions.
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 disclosure of client, customer or other confidential information in recent years, as wellas cyber attacks involving the dissemination, theft and destruction of corporate information or other assets, as aresult of failure by employees or contractors to follow procedures or as a result of actions by third parties,
including actions by foreign governments.
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 measures16

using 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
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.

17

Transactions with counterparties in Iran and other countries designated by the U.S. Department of Stateas state sponsors of terrorism may lead some potential customers and investors to avoid doing businesswith us or investing in our securities 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 (added in January 2021), and we maintain policies and procedures to comply withapplicable U.S. laws. Our non-U.S. offices engage in transactions relating to the Designated Countries on alimited basis and in compliance with applicable laws and regulations, including trade financing with respect toour customers’ export or import transactions and maintenance of correspondent banking accounts. In addition,
we maintain a representative office in 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 toensure compliance with applicable Japanese and U.S. laws and regulations.
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.
18

Our Five-Year Business Plan and other strategic initiatives and measures may not result in the anticipatedoutcome.
We have been implementing strategic initiatives and measures in various areas. In May 2019, we announced
our Five-Year Business Plan for the five fiscal years ending March 31, 2023. 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 Five-Year Business Plan, see “Item 4. Business Overview—General andstructural reforms.”
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 ourinternal controls over financial reporting, as required, in our annual report on Form 20-F. In addition, ourmanagement is required to report on our internal control over financial reporting, and our independent registeredpublic accounting firm is required to provide its opinion concerning the report of our management, in accordancewith the Financial Instruments and Exchange Act of Japan. To the extent any issues are identified through the19foregoing processes, there can be no assurance that we will be able to address them in a timely manner or at all.
Furthermore, even if our management concludes that our internal control over financial reporting are effective,
our independent registered public accounting firm may still be unable to issue a report that concludes that ourinternal control over financial reporting are effective. In either case, we may lose investor confidence in thereliability of our financial statements.
We are subject to risk of litigation and other legal proceedings.
As a financial institution engaging in banking and other financial businesses in and outside of Japan, we aresubject to the risk of litigation for damages and other legal proceedings in the ordinary course of our business.
Adverse developments related to legal proceedings could have a material adverse effect on our business,financial condition and results of operations.
Our risk management policies and procedures may not adequately address unidentified or unanticipatedrisks.
We devote significant resources to 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 ouruse of observed historical market behavior. As a result, these methods may not accurately predict future risk
exposures, which could be significantly greater than the historical measures indicate. If our risk management
policies and procedures do not function effectively, our financial condition and results of operations could bematerially and adversely affected.
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.”
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.
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Uncertainties regarding the future of LIBOR as an interest rate benchmark and any successor thereto
subjects us to various risks.
Many of our products and services refer to benchmark interest rates such as the London Interbank Offered
Rate (“LIBOR”) in many currencies, including the U.S. dollar. We also utilize such benchmark interest rates forour 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 theworld have commented on a transition to the risk-free rate as the benchmark interest rate to improve reliability
and transparency. 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 topresent 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 will cease the publication of
JPY, GBP, EUR, CHF LIBOR and certain USD LIBOR settings immediately after the end of 2021 and cease thepublication of the remaining USD LIBOR settings immediately after the end of June 2023. FCA thus announced
the formal cessation and loss of representativeness of LIBOR.
We have established a special division tasked to prepare us for the cessation of publication of LIBOR andthe shift to a successor interest rate benchmark. However, issues such as the transition of a particular benchmark
to a replacement rate could result in wide spread dislocation in the financial markets, engender volatility in thepricing of securities, derivatives and other instruments, and suppress capital markets activities. As a result, thetransition 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 noassurance that a change in the benchmark interest rate and related valuation methods will not have a material
adverse effect on our financial condition and results of operations. We may also be adversely affected if thechange restricts our ability to provide products and services or if it necessitates the development of additional
information technology systems.
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 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 efforts to reduce
environmental and social risks, including establishing comprehensive policies for, among others, engaging withspecific sectors that are likely to exacerbate negative impacts on the environment and society or engagement
across multiple sectors, the expectations placed upon us and companies which we invest in or extend loans tocontinue to heighten day by day. Our reputation may be harmed and credit-related costs could rise if our or suchcompanies’ efforts fall short of such expectations. As a result, our business, financial condition and results ofoperations 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 accelerating globally, and the importance of addressing climate changerisks, among various environmental and social issues, has been increasing.
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
21

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 have implemented a review of our strategy and risk management structure in order to manage theaforementioned risks, while paying attention to global trends. However, if our initiatives do not have theiranticipated effects and climate change risks, whether or not contemplated above, materialize, our business
operations, results and financial conditions could be materially and adversely affected.
Intensification of competition in the market for financial services in Japan 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 technological advances called “FinTech,” anincreasing number of companies have recently been crossing industry lines and entering the field of finance, and
it is possible that the competitive environment surrounding us may further intensify. Moreover, due to thereforms to financial regulations made to date, it may become difficult to differentiate strategies between us andour 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, accidents or other causes.
Our headquarters, branch offices, information technology centers, computer network connections and otherfacilities are subject to the risk of damage from natural disasters such as earthquakes and typhoons as well asfrom acts of terrorism and other criminal acts. In addition, our business could be materially disrupted as a resultof an epidemic outbreak. Our business, financial condition and results of operations could be adversely affected
if our recovery efforts, including our implementation of contingency plans that we have developed such as
establishing back-up offices, are not effective in preventing significant disruptions to our business operations
caused by such natural disasters and criminal acts. For example, massive natural disasters such as the March2011 Great East Japan Earthquake may have various adverse effects, including a deterioration in economic
conditions, declines in the business performance of many of our corporate customers and declines in stock prices.
As a result, our financial condition and results of operations could be materially and adversely affected due to anincrease in the amount of problem loans and credit-related costs as well as an increase in unrealized losses on, orlosses from sales of, equity securities and financial products.
Negative rumors about us could have an adverse effect on us.
Our business depends on maintaining the trust of depositors and other customers and market participants.
Negative rumors about us, spread through media coverage, communications between market participants,
Internet postings or otherwise, could lead to our customers and market participants believing factually incorrect
information about us and harm our reputation. In the event we are unable to dispel such rumors or otherwise
restore our reputation, our business, financial condition, results of operations and the price of our securities could
be materially and adversely affected.
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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 these
persons, judgments obtained in the U.S. courts predicated upon the civil liability provisions of the federal
securities laws of the United States. We believe that there is doubt as to the enforceability in Japan, in originalactions or in actions to enforce judgments of U.S. courts, of claims predicated solely upon the federal securities
laws of the United States.
Risks Related to Owning Our ADSs
As a holder of ADSs, you have fewer rights than a shareholder and you must act through the depositary to
exercise these rights.
The rights of our shareholders under Japanese law to take actions such as voting their shares, receiving
dividends and distributions, bringing derivative actions, examining our accounting books and records andexercising appraisal rights are available only to shareholders of record. Because the depositary, through its
custodian, is the record holder of the shares underlying the ADSs, a holder of ADSs may not be entitled to thesame rights as a shareholder. In your capacity as an ADS holder, you are not able to bring a derivative action,
examine our accounting books and records or exercise appraisal rights, except through the depositary.
Foreign exchange rate fluctuations may affect the U.S. dollar value of our ADSs and dividends payable toholders of our ADSs.
Market prices for our ADSs may fall if the value of the yen declines against the U.S. dollar. In addition, theU.S. dollar amount of cash dividends and other cash payments made to holders of our ADSs would be reduced if
the value of the yen declines against the U.S. dollar.

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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 is 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.
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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 as a subsidiary of Resona
Holdings, Inc. and The Dai-ichi Life Insurance Company, Limited as a subsidiary of Dai-ichi Life Holdings, Inc.
executed a memorandum of understanding to commence detailed analysis and negotiations 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. In October 2018, TCSB and JTSB
incorporated JTC Holdings, Ltd. (“JTC Holdings”) by joint share transfer. After the joint share transfer, TCSB
and JTSB became wholly-owned subsidiaries of JTC Holdings, and JTC Holdings, TCSB and JTSB became
equity-method affiliates of Mizuho Financial Group. In July 2020, JTC Holdings and TCSB merged with JTSB
as the surviving entity, which changed its trade name to Custody Bank of Japan, Ltd. The purpose of theintegration is 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 systemdevelopment 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 executed a merger agreement with MHIR as the surviving entity in November 2020, and the two entities
merged in January 2021. In February 2021, MHIR and MHRI executed a merger agreement, and the two entities
were integrated and became a new company, Mizuho Research & Technologies Corporation (“MHRT”), in April
25

2021. The purpose of the integration is to significantly improve the ability of the Mizuho group to provide “Newvalue beyond the conventional boundaries of finance” by organically combining and amalgamating eachcompany’s research, consulting, and IT development capabilities.
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 are working to fulfill objectives set in our medium-term business plan spanning a five-year period
starting from the fiscal year ended March 31, 2020, which is titled “5-Year Business Plan: Transitioning to the
Next Generation of Financial Services.” During the fiscal year ended March 31, 2021, the global spread of
COVID-19 has led to significant and rapid changes in people’s lifestyles as well as in the state of the economy
and society as a whole. The business environment of our group has also changed significantly. In light of theforegoing, we have been fortifying our preparations for the potential risks related to adverse changes to ourbusiness environment so that we may continue to fulfill our role of providing funding and other financial
services. Moreover, we have worked to further strengthen our relationships with customers. Through suchmeasures and the strengthening of our business foundations with a view to the post-COVID-19 world and further
pursuit of structural reforms, we have strived to accelerate our “Transitioning to the Next Generation of Financial
Services.”
With respect to our business structure reforms, we have worked to fully draw on our strengths that we havecultivated thus far and go beyond the conventional boundaries of finance in order to provide optimal services andsolutions. For more information on initiatives that we have taken in the fiscal year ended March 31, 2021, see“—Group Operations—Group Management Structure.”With respect to our finance structure reforms, we have worked to reallocate corporate resources andstrengthen our stable revenue base to enable us to pursue the transformation of our business portfolio to further
enhance efficiency and our ability to capture stable revenue streams. While allowing for a temporary increase inrisk assets due to our provision of financing to customers negatively affected by COVID-19, we have strived to
conduct our business from the viewpoint of maintaining capital resilience through measures such as the dedicatedpursuit of credit risk management. In addition, through the further promotion of structural reforms that takes into
account the changing business environment and workstyles due to COVID-19, we have endeavored to improve
our cost structure and strengthen our revenue base.
In terms of corporate foundations reforms, by restructuring our subsidiaries and integrating their business
functions of research, consulting and IT system development, we established Mizuho Research & Technologies,
Ltd. on April 1, 2021 as a core group company that supports non-financing business areas. Meanwhile, we havealso been implementing various measures in connection with new human resources strategies and promoting newworkstyles for our employees.
26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.
We actively promote sustainability throughout the group, under the concept: “Mizuho’s sustainable andsteady growth, the conservation of the environment and the sustainable development and prosperity of theeconomy, industry, and society both in Japan and around the world.” Sustainability has become one of the key
issues on our management agenda that is discussed at the Executive Management Committee, Risk Committee
and by the Board of Directors, and we have been striving to strengthen our engagement in these issues.
Specifically, we have improved measures to promote sustainable business for the group as a whole and set longterm objectives, including for sustainable finance, to capture business opportunities. From the perspective of risk
management, we have strengthened our risk management framework to better monitor and manage
environmental and social risks stemming from issues such as climate change.
Moreover, we have been working to improve communications with various stakeholders and enhance
information disclosure. New disclosures include the TCFD Report, ESG Databook, SASB Index and our
responses to the Principles for Responsible Banking.
Investigations into Incidents of System Failure and Measures to Prevent Further Incidents
In response to the system failures at our subsidiary, Mizuho Bank, that occurred several times fromFebruary to March 2021, and in consideration of the suggestions made by our System Failure Special
Investigative Committee in June 2021, we will make a concerted effort to enhance the Multi-layered Capabilities
for Failure Response through strengthening the functions of “System” and “Customer Response and Crisis
Management” as well as promoting cross-departmental coordination in a flexible manner. By aiming to realize
the Multi-layered Capabilities for Failure Response and by resolving the fundamental issues for the Mizuho
group as a whole that underlie the issues relating to functions of “System” and “Customer Response and Crisis
Management,” we will strive to achieve sustainable growth for both the organization and its individual
constituents.
To ensure effective implementation of the above measures, we will establish a System Failure Improvement
Promotion Committee at Mizuho Financial Group and Mizuho Bank, chaired by the President & Group CEO andthe President & CEO of Mizuho Bank, respectively. In addition, our System Failure Response Evaluation
Committee, comprised of external directors only, will supervise the implementation of preventive measures andmonitor the issue going forward. Moreover, we will establish another evaluation committee at Mizuho Bank.
Such committee will be composed of both external and internal directors and will oversee implementation statusof the preventive measures.
We aim to heighten our awareness regarding the social role and public responsibility inherent in a financialgroup. We also strive to conduct our business with a customer-focused mindset and stable business operations inorder to support our customers and society. We are determined to prevent similar incidents from occurring in the
future and take this incident as an opportunity to further enhance the resilience of our organization.
Implementing the 5-Year Business Plan
In the 5-Year Business Plan, we are aiming to transition to the next generation of financial services bybuilding new forms of partnerships with our customers so that we can respond to their needs as the times change.
Our objective is to build a stronger and more resilient financial group on which our customers can depend in the
coming era. In addition to megatrends such as digitalization, an aging society with a low birthrate in Japan andglobalization, and the global spread of COVID-19 has challenged people’s lifestyles, the state of the economy
and societies to change greatly and at a rapid speed. In order to be a company that provides new value that goesbeyond the conventional boundaries of finance in the coming era, we aim to steadily implement three forwardlooking structural reforms.
27

Priority business domains
Business structural reforms
We intend to implement business structural reforms focused on the following initiatives to better enable us
to respond to structural shifts occurring in the economy, industry and society while drawing on our strengths:•••

Be a partner that helps customers design their lives in a changing society.
•

Assist customers with asset building to support their life design in an era of lengthening lifespans,and develop professionals capable of providing this assistance.

•

Provide sophisticated solutions for business succession needs and assist clients with needs regarding
identifying candidates for senior management roles.

•

Create next-generation branches focused on consulting that combine physical locations and digitalchannels.

•

Appeal to new customer demographics and create new demand through the application oftechnology and open collaboration.

Be a strategic partner for business development under a changing industrial structure.
•

Open collaboration for growth acceleration, including financing the growth of startups and forming
industry-government-academia partnerships.

•

Utilize our industry knowledge and other insights to build new forms of partnerships that sharebusiness risks.

•

Leveraging our Asian client base and networks in order to support the business development of
global clients.

Be a partner with expert knowledge of market mechanisms and the ability to draw on a range ofintermediary functions.
•

By strengthening our global network and products framework, draw on a broad range ofintermediary functions to connect investors with other investors and connect issuers with investors.

•

Enhance the sophistication of our ALM and portfolio management through flexible asset allocation
while maintaining a focus on achieving a balance between realized gains and unrealized gains/losses.

Financial structure reforms
We intend to implement financial structure reforms focused on the following initiatives to transition to a
flexible business/earnings structure that can better respond to changes in the business and competitiveenvironments:••

Identify business/earnings structure issues in each business domain, focusing on the following four
perspectives:•

Risk and return (gross profits ROE)•

Cost and return (expense ratio)•

Growth potential•

Stability

Based on the above factors, streamline certain areas and concentrate/re-allocate corporate resources togrowth areas.
28

•After establishing a stable profit base, transition to an earnings structure centered on proactively
pursuing earnings streams with upside potential.
Corporate foundations reforms

We intend to implement the following initiatives in order to strengthen our corporate foundations as a meansof supporting continued competitive advantages:••

Transform our approach to new business and our working style.
•

Focus on the areas of personnel/workplace, IT systems/digital, sales channels and group companies.

•

Revise our human resources management in line with an approach that prioritizes employees’
professional growth and career preferences and promote a new human resources management
strategy focused on maximizing our workforce value in a manner that is universally recognizable.

Strengthen group governance.
••

Expand the use of “dual-hat” appointments of executive officers between our holding company andgroup companies and other methods of strengthening unified management of the group, includinggroup companies other than banking, trust banking and securities subsidiaries. This will enhance ourability to implement key strategies and structural reforms.

Cultivate a new corporate culture centered on communication.

Sustainability initiatives
Based on the Basic Policy on Sustainability Initiatives, we will make a concerted effort as a whole topromote our sustainability initiatives to improve the corporate value and contribute to a more sustainable society.
Specifically, we have designated key sustainability projects to be implemented throughout the Mizuho
group with efforts from different work unit levels ranging from internal companies, units and the group as awhole. The key projects were determined by assessing their significance and compatibility with our strategy andmid- to long-term influence on our corporate value, taking into account requests and expectations fromstakeholders.
Regarding climate change, one of the most important global challenges, we amended our Environmental
Policies in April 2021, which clarified our contribution to achieving a low-carbon society by 2050 and phasedtransformation of our portfolio to align with the targets of the Paris Agreement. Discussions regarding thespecific pathways to achieving the goals are ongoing.
Meanwhile, we will continue to enhance our information disclosure system in recognition of the importanceof dialogue with various stakeholders to ensure that our sustainability measures align with expectations fromsociety.
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.
Retail & Business Banking Company
The Retail & Business Banking Company is responsible for customer segments consisting of individual
customers, SMEs and middle-market corporations, 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.
29

For individual customers, the Retail & Business Banking Company will strive to improve our capacity toprovide consulting services, including 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 exemption program for small
investments, and iDeCo, an individual-type defined contribution pension plan, we will strengthen financial
education through seminars.
Furthermore, to support the smooth asset succession, we provide services such as inheritance distribution
service and testamentary-trust that utilize trust function. We have also expanded our line of products and services
such as Multifunctional Safety Trust and a web based app that can be used to manage inheritance.
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 firstly products that meeta diverse range of needs, internet-based services and the development of a new business model that utilizes
advanced technology.
We also provide products/services to officers and employees of our corporate clients, such as opening
account for payrolls, 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
network and ATM network throughout Japan. As part of the effort, we pushed for the banking, trust andsecurities services to be provided at the same location, including by setting up Mizuho Securities’ “Planet
Booths” and Mizuho 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.
In the fiscal year ended March 31, 2021, we expanded our businesses, including forming a strategic alliancewith Softbank Corp. to develop the next-generation of financial services tailored to new lifestyles.
Further, we undertake a 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, andpersonal 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 banking, trust banking, securities, asset
management and research and consulting functions, based on a customer-focused approach.
30

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 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 design and corporate customers’ growthstrategies and business succession.
Corporate & Institutional Company
The Corporate & Institutional Company is responsible for customer segments consisting of large
corporations, financial institutions and public-sector entities in Japan, provides custom-designed solutions foreach client on a group-wide basis to meet their needs, both financial or non-financial.
For large corporate customers, based on our solid customer relationships and utilizing our global industry
knowledge, we offer group-wide financial solutions such as fund management, underwriting of equity and bonds,
M&A advisory and risk hedging products, etc., on a global basis to meet their needs in fund-raising, investment,
management and financial strategies.
Mizuho Bank and Mizuho Securities have introduced the dual-hat structure in Japan. Through the intersectoral group collaboration, they provide our customers with solutions tailored to their capital management,
business strategy 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 pension, asset
securitization, securities management, stock transfer agent, consulting, etc., in response to our customers’
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 various 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.
31

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.
The environment that our customers are facing is changing rapidly due to such factors as the progress ofindustry transformation and the society’s heightened interest in sustainability. Under such circumstances, we
strive to become the most reliable wholesale bank as well as a value co-creation partner for our customers inorder to help them achieve sustainable growth by not only providing financing, but also coordinating group-wide
resources and setting up different sales frameworks for different industry sectors, and providing solutions within-depth industry- and product-specific knowledge.
Global Corporate Company
The Global Corporate Company is responsible for customer segments consisting of both Japanesecompanies operating outside Japan and non-Japanese companies, provides various solutions by taking advantage
of our deep understanding of our clients’ businesses and our strengths in corporate finance and 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.
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 raise of our profit capabilities bystrengthening current business bases and diversifying product lineup, reform of cost structure and adjustment ofour 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 portfolios of fixed income, equity
and other securities.
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.
32With respect to the sales and trading business, we have improved the profitability of the integrated banking
and securities functions, which were led by our branches in the United States and Europe. Meanwhile, we havebeen seizing opportunities in the domestic market, including those related to currency fluctuations and stock
price increases, to increase profits.
We will accelerate the integration of banking and securities functions in Japan and Asia. We aim to further
enhance our presence by providing solutions more effectively and improving our trading capabilities throughconsolidating global risks and setting up electronic trading platforms to meet our customers’ diversified needs.
With respect to our ALM and investment business, in the face of significant changes in the market
environment, through utilizing methodologies including our advanced early warning control and hedging
methodologies, we adjust our asset allocation with flexibility to increase realized profits and accumulate
unrealized profits. Through flexible balance sheet management and stable fund raising that take into accountchanges in the foreign currency deposit-loan ratio, we are supporting our customer’s global businesses. We strive
for stable 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 resources allocation and reducing costs, and further strengthening digital
literacy of personnel for market business and developing personnel with highly specialized knowledge.
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
appetite.
Asset Management Company
The Asset Management Company is responsible for businesses related to asset management, 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.
33

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 innovation and operating process reforms, we aim to contribute to
the revitalization of financial assets in Japan and realize medium- to long-term growth of our asset managementbusiness.
Global Products Unit
The Global Products Unit is in charge of providing investment banking and transaction solution services tocustomers in a wide range of segments, including individual customers, corporate clients and investors. We aim
to respond to customer needs that are becoming sophisticated and diverse by drawing on our high level ofexpertise in each area, including M&A, real estate, project finance, domestic and foreign payments, asset
management and stock transfer agency.
In the investment banking business we provide sophisticated financial solutions mainly in the business areas
as follows:•

In the mergers and acquisitions business, with an aim to increase the corporate value of our customers,
we offer sophisticated solutions in response to our customers’ needs, mainly in the areas of cross-bordermergers and acquisitions, business succession and management buyouts.

•

In the real estate business, by taking full advantage of our extensive knowledge and skills developed
through the collaboration of our group companies, we offer various real estate-backed financing
methods and real estate-related investment strategy support.

•

In the asset finance business, by strengthening the collaboration between banking, trust banking andsecurities functions and by arranging customers’ asset securitization, we satisfy their demands such as
diversification of fund-raising sources and improvement of financial indices achieved by removing
assets from their balance sheet.

•

In the project finance business, we provide various financial products and services internationally,
including long-term loan facilities for large-scale mining and public infrastructure development, anddomestically, including loans for renewable energy-related projects and arrangement of PFI/PPP deals.

•

In the corporate finance business, we proactively provide a wide variety of fund raising solutions in the
syndicated loan and debt and equity capital markets.

In the transaction business we provide various solutions in accordance with customer needs and thecharacter of their business:•

For our corporate customers in the transaction business, we offer various financial services and products
such as online banking, cash management solutions, Renminbi-denominated services and trade financeon a global basis.

•

For financial institutions and institutional investors, we promote custody, global custody and yen
correspondence settlement, asset management and stock transfer agent services.

•

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

As uncertainty persists in the global economy’s recovery, we will strive to capture the changes in theenvironment in a timely manner to provide the best support in order for our customers to reform businessstructures and increase corporate value.
34

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, as well as services in the area of project finance. In addition,
we are working to provide solutions from a long-term perspective by capturing market trends in various businessareas such as sustainability issues and enhancement of payment services in light of digitalization.
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,
including business strategy.
In the research field, we conduct deep investigations and wide-ranging analyses from macro-economics toindustry and corporation trends, and link research and business origination function.
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/IT strategy and creation of new businesses, as well associal issues within the public sector, including the environment, energy, infrastructure and health care byutilizing financial engineering and digital knowledge.
COVID-19 has been a trigger to a new set of values and behavioral patterns, as well as the acceleration ofdigitalization. In addition, sustainability has become a growing trend in which corporations become more active
in contributing to a carbon-free and recycling-based society. By taking initiatives such as enhancing thesophistication of research and expansion of consultation, we will intend to further contribute to creating newvalue for our customers and society by utilizing our industry, economic and social expertise, including those inrelation to sustainability and digitalization, and by becoming the starting point of value chains of our value
creation.
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.
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.

•

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 utilize “FinTech.”35

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 19, 2021): (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, including Mizuho Bank, arebased in large cities, operate domestically on a nation-wide scale through networks of branch offices and havestrong links with large corporate customers in Japan. In light of deregulation and other competitive factors,
however, many of these banks have placed increasing emphasis on other markets, including retail banking, small
and medium-sized enterprise banking, international operations and investment banking. Regional banks aremostly based in one of the prefectures of Japan and are generally much smaller in terms of total assets than city
banks. In recent years, as a consequence of changes in the business environment, the number of regional banks
that integrate their businesses with other regional banks has been increasing. Customers of regional banks, otherthan local retail customers, include mostly regional enterprises and local public utilities, although regional banks
also lend to large corporations. In addition to these types of banks, new retail-oriented banks have emerged inrecent years, including Internet banks and banks specializing in placing their ATMs in convenience stores andsupermarkets without maintaining a branch network.
Trust banks, including Mizuho Trust & Banking, are engaged in trust services in relation to, among others,money trust, pension trust and real estate trust services, in addition to banking business.
Based on information published by the Financial Services Agency, available as of June 19, 2021, there were
55 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 the 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. Japan Housing Finance Agency supports housing loans of private institutions through thesecuritization of such loans.
In April 2012, Japan Bank for International Cooperation, which provides policy-based finance with a
mission to contribute to the sound development of Japan and the international economy and society, was spun off
from Japan Finance Corporation and was established as a joint stock corporation wholly owned by the Japanese
government.
Another distinctive element of the Japanese banking system is the role of the postal savings system. Postal
savings deposits are gathered through the network of governmental post offices scattered throughout Japan, andtheir balance of deposits totaled over 200 trillion yen in the past. In recent years, the governmental postal
business has been in the process of organizational restructuring. In 2003, the governmental postal business was36transferred to Japan Post, a government-owned entity established in the same year, and in 2007, Japan Post wastransformed into a government-owned joint stock corporation holding four operating companies including Japan
Post Bank, which currently operates as an ordinary bank. In November 2015, the shares of three main companiesof the Japan Post group were listed on the Tokyo Stock Exchange, with Japan Post Holdings disposing ofapproximately 11% of its ownership in the two subsidiaries, while the Japanese government disposed ofapproximately 11% of its ownership in Japan Post Holdings. Japan Post Holdings plans to initially dispose of its
two subsidiaries shares gradually down to approximately 50% ownership. In April 2019, the maximum deposit
amount that Japan Post Bank Co., Ltd. may accept increased from 13 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 are engaged in securities businesses,
such as sales and underwriting of securities, investment advisory and investment management services. As
deregulation of the securities market progressed, several of the country’s banking groups have entered into thismarket through their subsidiaries. In addition, foreign financial institutions have been active in this market.
Supervision and Regulation
Japan
Pursuant to the Banking 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.
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” below. These actions include requiring a financial institution to formulate and implement
reform measures, requiring it to reduce assets or take other specific actions and issuing an order to suspend all orpart 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. See “Capital Adequacy” below. The capital distribution
constraints plan is required to be considered reasonable to restore the capital buffer and include restrictions on
capital distributions, such as dividends, share buybacks and bonuses payments, up to a certain amount as
determined depending on the level of the capital buffer.
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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 of its material subsidiaries in Japan fall below the minimum
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.
The inspection of banks had been performed pursuant to a Financial Inspection Manual published by the
Financial Services Agency, but on December 15, 2017 the Financial Services Agency announced a plan to repeal
the Financial Inspection Manual after April 1, 2019 and establish a new framework for bank supervision. In order
to upgrade the quality of its supervisory activities, strengthen Japan’s financial infrastructure, and to enable theJapanese economy to realize its full potential, the Financial Services Agency embarked on the review of thesupervisory approaches. The Financial Services Agency announced the “JFSA’s supervisory approaches —Replacing checklists with engagement” in June 2018, and is committed to continuous improvement of thesupervisory approaches through dialogue with financial institutions, etc. by using theme-specific reports, etc.
Based on this, the Financial Services Agency repealed the Financial Inspection Manual, including the appendix
that was referred to for self-assessment 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 to38

increase 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.
The Deposit Insurance Corporation receives annual insurance premiums from insured banks. The effective
premium rate from April 2021, 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 0.031%.
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 suspended39

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 into 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.
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 into 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 into 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
40

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.
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
41

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 2020, 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 2020 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 and bank holding
companies and other financial institutions under the prior scheme and extended the period of application therefor,which had expired on March 31, 2008, to March 31, 2012. These amendments aim to promote not only thesoundness of such financial institutions but also 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 byaddressing 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 May 2021, certain amendments to the Strengthening Financial Functions Act were promulgated, and will
become effective by July 2021, which, in order to sustain the financial functions for the revitalization of local
economies in regions where the population is decreasing, etc., will establish 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 voting42

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 May 2021, certain
amendments to the Banking Act were promulgated, and will become effective by November 2021, under which
the businesses that contribute to the support and creation of sustainable societies, including revitalization of local
economies, are added to the businesses of the advanced banking service company, and the standards for thepermission applicable to certain sector businesses are expected to be 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.
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.
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 March 2021, the draft
amendments to the Cabinet Office Ordinance under the Financial Instruments and Exchange Act were published,which would relax the firewall regulations to allow non-public information, etc. of foreign company customers tobe shared within a financial group.
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
43

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 June 2020, certain amendments to the law were promulgated, and will become effective within one and ahalf years from the date of promulgation, by which amendments the name of the law will be changed to “the Act
of Provision of Financial Services (Kinyu Sabisu no Teikyou ni kansuru Houritsu)” and the “financial services
intermediary business” will be newly introduced thereunder. Under a single registration for financial services
intermediary business, registrants will become able to provide intermediary services of each of banking,securities and insurance. The amendments to the law will not require any provider of financial services
intermediary business to belong to a specific financial institution, but will impose certain regulations to protect
customers, including limitations on the type of services that they may provide, prohibitions on the acceptance ofassets 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
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.
A bank is, in principle, required to determine probable losses by multiplying the amount of claims by theclassification of obligors by probable loss ratio, and establish general reserves equivalent to such probable losses
for normal obligors and watch obligors (including control obligors). For intensive control obligors, substantiallybankrupt obligors and bankrupt obligors, specific reserves corresponding to the amount of bad debt of eachobligor 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
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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 applicable to (i) the bank holding companies and bankswith international operations for a single customer or a customer group at 25% of the Tier 1 capital, instead of
the total qualifying capital, and (ii) a Japanese G-SIBs such as us for another G-SIB at 15% of its Tier 1 capital,
and introduced a look-through approach concerning credit to funds and securitized products, and require
recognition of 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 Concerning
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 ¥1,640.8 billion of shares during the period from March 12, 2009
through March 31, 2021. 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 May 2021, certain amendments to the Act Concerning
Restriction on Shareholdings by Banks were promulgated, and will become effective by November 2021, underwhich the abovementioned ends of the purchase period and the duration of the Banks’ Shareholdings Purchase
Corporation will be extended to March 31, 2026 and March 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 the45

details 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 regulatory
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 requirement46

was the same as that imposed by the Financial Stability Board, which is 1.0% from March 2019. The BaselCommittee on Banking Supervision (“BCBS”) published the newsletter with regard to the usability of thesebuffers and emphasized that these buffers are designed to be usable. While each of these buffers seek to mitigate
specific risks, they share similar design features and are all underpinned by the following objectives:(i) absorbing losses in times of stress by having an additional overlay of capital that is above minimum
requirements and that can be drawn down; and (ii) helping to maintain the provision of key financial services tothe real economy in a downturn by reducing incentives for banks to deleverage abruptly and excessively.
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;•

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 reform by one
year to increase operational capacity of banks and supervisors to respond to COVID-19. As a result, it will
mainly take effect from January 1, 2023, and the revisions to the capital floor will be phased in from January 1,
2023, with the initial capital floor of 50%, and will be fully implemented at 72.5% from January 1, 2028.
Following such announcement, the Financial Services Agency announced on March 30, 2020 that the Basel III
finalization framework is scheduled to be implemented in Japan from March 2023. Furthermore, it published its
draft regulatory policy directions for the implementation of the Basel III finalization framework in Japan on
December 24, 2020 and the draft amendments to the regulatory notices regarding operational risk under the BaselIII finalization framework on March 31, 2021.
47

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, were deferred for one year according to
the deferral of Basel III implementation announced by GHOS described above. They will take effect fromJanuary 1, 2023.
In June 2020, in coordination with the monetary policy of the Bank of Japan in response to the impact of the
COVID-19, the Financial Services Agency published amendments to the leverage ratio regulations which
introduced the temporary measure to exclude amounts of deposits to the Bank of Japan from calculation of theleverage ratio from June 30, 2020 to March 31, 2021. In March 2021, the implementation period of this
temporary measure was extended for one year until March 31, 2022.
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 minimum LCR under the LCR guidelines 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 from48

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. The Financial Services Agency has postponed the introduction of the NSFR as a minimum standard inJapan in light of the implementation status in other countries, but in March 2021, it published the amendments to
the regulatory notices and guidelines pertaining to liquidity ratio requirements under which the NSFR will be
introduced in Japan with effect from September 30, 2021. Under the NSFR guidelines, NSFR is defined as theratio obtained by dividing the sum of the amounts of available stable funding by the amount of required stable
funding, each as defined in and calculated pursuant to such guidelines. The minimum NSFR under the NSFR
guidelines is 100% on both a consolidated and non-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 NSFR-related disclosures on June 22, 2015, and the NSFR disclosure guidelines of the
Financial Services Agency, which reflect such requirements, will be applied to banks and bank holding
companies with international operations from September 30, 2021. The NSFR disclosure guidelines require suchbanks and bank holding companies to disclose 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 is being phased in for (i) Japanese G-SIBs beginning March 31, 2019, and (ii) a
financial group designated as a D-SIB by the Financial Services Agency which is deemed to be in particular needof 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”) beginning March 31,
2021. 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 to (i) meet theminimum external TLAC requirements, and (ii) cause their material subsidiaries or material sub-groups that aredesignated 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 and recapitalization capacity, or internal TLAC. Under the Japanese TLAC regulations,
the Financial Services Agency designated Mizuho Financial Group as the resolution entity in Japan for ourgroup, 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 16% of the resolution group’s risk-weighted assets
49

from March 31, 2019 and at least 18% from March 31, 2022. Minimum TLAC must also be at least 6% of theBasel III leverage ratio denominator from March 31, 2019, and at least 6.75% from March 31, 2022. Japanese
G-SIBs are allowed to count the Japanese Deposit Insurance Fund Reserves in an amount equivalent to 2.5% of
their consolidated risk-weighted assets from March 31, 2019, and 3.5% of their consolidated risk-weighted assets
from March 31, 2022, as their external TLAC.
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 on April 10,
2019 and February 19, 2021, intending to further enhance financial institutions’ risk management for anti-money
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 Mizuho Securities
USA LLC, a U.S. broker dealer engaged in the securities business.
50

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 new 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,” meaning maintenance of a common equity Tier 1 risk-based capital ratio of at least
6.5%, a Tier 1 risk-based capital ratio of at least 8%, a total risk-based capital ratio of at least 10% and a leverage
ratio of at least 5%. We and each of our U.S. insured depository institution subsidiaries must also be “wellmanaged,” including that we and they maintain examination ratings that are at least satisfactory. Further, Mizuho
Financial Group and Mizuho Bank must also meet such capital standards as calculated under their home country
standards (which must be comparable to the capital required for a U.S. bank) and must be well managed understandards 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 the Federal
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,
the U.S. federal bank regulatory agency that charters and regulates national banks and federal branches andagencies of foreign banks. Each branch and representative office in the United States of Mizuho Bank is statelicensed. Under U.S. federal banking laws, state-licensed branches and agencies of foreign banks, as a generalmatter, may engage only in activities that would be permissible for their federally-licensed counterparts, unlessthe Federal Reserve Board determines that the additional activity is consistent with sound practices. U.S. federalbanking laws also subject state-licensed branches and agencies to the same single-borrower lending limits that51

apply to federal branches and agencies, which are substantially similar to the lending limits applicable to nationalbanks, but are based on the capital of the entire foreign bank.
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”).
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 andexamination 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”), provides a broad framework forsignificant regulatory changes across most areas of U.S. financial regulation. Among other things, the DoddFrank Act addresses systemic risk oversight, minimum leverage and risk-based capital requirements for insured
depository institutions and depository institution holding companies, and the resolution of failing systemicallysignificant 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 significant consolidated assets. In imposing such heightened prudential
standards on foreign banking organizations such as Mizuho Bank, 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 Bank. 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 stress testing requirements, liquidity
requirements and, in certain circumstances, asset management requirements. Additionally, in August 2018, theFederal Reserve Board finalized single counterparty credit limits for large foreign banking organizations withrespect to their U.S. operations. In addition, under the FBO Rules, foreign banking organizations withconsolidated U.S. assets of $50 billion or more (excluding the assets of U.S. branches and agencies) are, as ofJuly 1, 2016, required to establish or designate a separately capitalized top-tier U.S. intermediate holding
company (“IHC”) that would hold all of its U.S. subsidiaries and be subject to certain capital, liquidity and otherenhanced 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, awholly 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
52internal corporate reorganization, which was taken with the 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 thresholdfor 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, reliance on 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, with most enhanced prudential standards applying only to FBOs with combined U.S. assets of atleast $100 billion. FBOs with global assets of $100 billion or more and relatively limited U.S. presence will be
subject to certain minimum standards, with the Federal Reserve Board relying primarily on compliance withcomparable home-country prudential standards with respect to such FBOs.
We are subject to enhanced prudential standards tailored by the Tailoring Rule.
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 Bank Holding Company Act, as amended by the EGRRCPA, also known as the“Volcker Rule,” any insured 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 ofsuch entities (each, a “banking entity”) is prohibited from engaging in proprietary trading or from investing in orsponsoring 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 Ruleamendments 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 theVolcker Rule’s restrictions on banking entities sponsoring and investing in certain covered hedge funds andprivate equity funds, including by proposing new exemptions allowing banking entities to sponsor and invest
without limit in credit funds, venture capital funds, customer facilitation funds and family wealth management
vehicles (the “Covered Fund Amendments”). The Covered Fund Amendments also loosen certain otherrestrictions 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, such as amendments to key provisions of the Dodd-Frank Act. For example, on May 24, 2018, theU.S. Economic Growth, Regulatory Relief and Consumer Protection Act (the “EGRRCPA”) was signed into law.
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Among other regulatory changes, the EGRRCPA amends various sections of the Dodd-Frank Act, including by
modifying the Volcker Rule to exempt depository institutions that do not have, and are not controlled by acompany that has, more than $10 billion in total consolidated assets or significant trading assets and liabilities,
and by raising the threshold for automatic application of enhanced prudential standards to FBOs under the DoddFrank Act. In addition, the current regulatory environment in the United States may be impacted by changes in
U.S. executive administration or Congressional leadership. The scope of any additional future legislation or
regulatory developments is not possible 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 isenacted or adopted, as applicable.
Cybersecurity and privacy developments in Europe and the U.S.
The European Union General Data Protection Regulation (“GDPR”) replaced the existing E.U. Data
Protection Directive and, as a regulation, took effect in all EU member states from May 25, 2018. Although anumber of the existing principles for the protection of personal data remains, the GDPR is designed to harmonize
data privacy laws across Europe and reshape the way organizations approach data privacy. The GDPR introduced
new obligations and expanded its territorial reach. It applies to all organizations processing or holding personal
data of EU ‘data subjects’ (regardless of the organization’s location) as well as to organizations outside the EUthat offer goods or services in the EU, or that monitor the behavior of EU data subjects. Personal data is
information that can be used to identify a natural person, including a name, a photo, an email address, or acomputer IP address. Compliance with the GDPR requires companies to analyze and evaluate how they handle
data in the ordinary course of their business, from processes to technology. It imposes a prescriptive approach tocompliance requiring organizations to demonstrate and record compliance and to provide much more detailed
information to data subjects regarding processing. EU data subjects need to be given full disclosure about how
their personal data is used and stored. In that connection, consent must be explicit and companies must be in aposition to delete information from their global systems permanently if consent were withdrawn. Financial
regulators and data protection authorities throughout the EU have significantly increased audit and investigatory
powers under GDPR to probe how personal data is being used and processed. Penalties for non-compliance arematerial. Serious breaches of GDPR may result in antitrust-like fines on companies of up to the greater of€20 million or 4% of global group turnover in the preceding year, regulatory action and reputational risk.
In the United States, federal and state regulators, including the Financial Industry Regulatory Authority(“FINRA”) and the NYDFS, have increasingly focused on cybersecurity risks and responses for regulated
entities. 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 state-chartered banks
and NYDFS-licensed branches of non-U.S. banks such as Mizuho Bank (USA) and the New York branch ofMizuho Bank, and requires each company to assess its specific risk profile periodically and design 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 toreconstruct 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 thecovered entity has been required to file an annual certification confirming compliance with the NYDFS
regulations since February 15, 2018. Similarly, FINRA has identified cybersecurity as a significant risk andassesses firms’ programs to mitigate those risks.
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 or54

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.
No branches of Mizuho Bank were involved in any of these activities in the fiscal year ended March 31,
2021.
Activities through correspondent banking accounts
In the fiscal year ended March 31, 2021, 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. 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 and procedures, applicable international sanctions laws, and after obtaining alicense 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.

55

4.C. Organizational Structure
The following diagram shows our basic corporate structure as of March 31, 2021:
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.

Holding Company
Mizuho Financial Group, Inc.

Mizuho Research Institute Ltd. (1)Research &Consulting

Mizuho Information & Research Institute, Inc. (1)Mizuho Private Wealth Management Co., Ltd.
Core Group
Companies

Custody Bank of Japan,
Ltd. (2)MI Digital Services Co.,
Ltd. (3)Notes:(1) Mizuho Information & Research Institute, and Mizuho Research Institute merged as of April 1, 2021, andchanged the trade name of the merged entity to “Mizuho Research & Technologies, Ltd.”(2) Custody Bank of Japan, in which we have a 27.0% equity interest, is an equity-method affiliate of ours.
(3) MI Digital Services, in which we have a 35.0% equity interest, is an equity-method affiliate of ours.

56

The following table sets forth information with respect to our principal consolidated subsidiaries as ofMarch 31, 2021:

Name

Proportion of Proportion ofownershipvotinginterest
interest(%)(%)

Country oforganization

Main business

Japan
Japan
Japan
Japan

Banking
Trust and banking
Securities
Research and consulting

100.0%
100.0%
95.8%
100.0%

100.0%
100.0%
95.8%
100.0%

Japan
Japan

Information technology
Investment management

100.0%
70.0%

100.0%
51.0%

Domestic
Mizuho Bank, Ltd . . . . . . . . . . . . . . . . . . . . .
Mizuho Trust & Banking Co., Ltd. . . . . . . . .
Mizuho Securities Co., Ltd. . . . . . . . . . . . . . .
Mizuho Research Institute Ltd . . . . . . . . . . .
Mizuho Information & Research Institute,
Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asset Management One Co., Ltd. . . . . . . . . .
Mizuho Private Wealth Management 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. . . . . . . . . . . . . . . . .
Defined Contribution Plan Services Co.,Ltd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Japan
Japan
Japan
Japan
Japan
Japan
Japan

Consulting
Credit guarantee
Factoring
Credit card
Holding company
Subcontracted operations
Real estate agency

100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
99.8%

100.0%
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%

J.Score Co., Ltd. . . . . . . . . . . . . . . . . . . . . . .
Mizuho Capital Co., Ltd. . . . . . . . . . . . . . . . .

Japan
Japan

Application andSophistication of
Financial Technology
Lending
Venture capital

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%

Overseas
Mizuho Americas LLC . . . . . . . . . . . . . . . . .
USA
Holding company
Mizuho Bank (China), Ltd . . . . . . . . . . . . . .
China
BankingMizuho International plc . . . . . . . . . . . . . . . .
UK
Securities and banking
Mizuho Capital Markets LLC . . . . . . . . . . . .
USA
Derivatives
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) Mizuho Information & Research Institute, and Mizuho Research Institute merged as of April 1, 2021, andchanged the trade name of the merged entity to “Mizuho Research & Technologies, Ltd.”57

4.D. Property, Plant and Equipment
The following table shows the breakdown of our premises and equipment at cost as of March 31, 2020 and
2021:
As of March 31,
2020
2021
(in millions of yen)

Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 557,943 ¥ 569,337
Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
657,774
737,144
Equipment and furniture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
442,302414,201
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
228,383
222,296
Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
73,16423,441
Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,359,120
1,372,364
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Accumulated depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . .

3,318,686
1,462,438

3,338,783
1,527,325

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

¥1,856,248¥1,811,458

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, 2021 wasapproximately 605,000 square meters for owned land and approximately 12,000 square meters for leased land.
Our owned land and buildings are primarily used by our branches. Most of the buildings and land owned by
us are free from material encumbrances.
ITEM 4A. UNRESOLVED STAFF COMMENTS
None.

58

ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

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

Table of Contents for Item 5.
Page

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

59
65
68
74
78
80
93
95
100
102
102
103

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;59•

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 investment trusts and asset-based
revenue, which mainly include fees received from investment trust management companies in return foradministration 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 and charges for stock transfer 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; 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.
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 we60

seek 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, the global economy has continued to recover after falling sharply
due to the worldwide spread of COVID-19. However, the spread of variants of COVID-19 in some regions,
including in Japan, has been recently inhibiting recovery.
In Japan, the economy recovered to an extent in the second calendar half of 2020, mainly throughconsumption and exports, after falling sharply due to the plummet caused by the restrictions on economic
activities following the spread of COVID-19. However, the recent resurgence of COVID-19 and related
restrictions resulted in an economic decline for the first calendar quarter of 2021 and have been casting a shadow
on the recovery. Although the rise in the rate of unemployment and the number of corporate bankruptcies havebeen restrained because of policy measures taken by the Japanese government and the Bank of Japan, the slump
in service-related consumption has been a weight on the economic recovery.
In the United States, the rate of unemployment rose rapidly due to the spread of COVID-19, but theemployment environment has been improving as economic activity has resumed. The Federal Open Market
Committee (“FOMC”) has been supporting the economy by indicating that it will continue monetary easing andadditional large-scale economic stimulus measures have been also expected to boost the economy. Furthermore,progress in the vaccination rollout and other efforts has slowed down the spread of new infections. However, thenumber of new infections still remains high and the future of the economy remains uncertain, including due torecent data indicating a potential rise in inflation.
61

In Europe, stringent lockdown measures caused a sharp contraction in consumption and production
activities, but the economic downturn seems to have bottomed out with the resumption of economic activities. In
addition, as negotiations for a free trade agreement between the United Kingdom and the European Union
concluded, the negative impact of Brexit on the economy has been expected to be limited. However, as economic
activity has remained stagnant due to the resurgence of COVID-19 and the subsequent resumption of lockdowns,
there have been concerns about the future of the economy.
In Asia, the Chinese economy has continued to recover led by infrastructure investment and also
experienced a recovery in private demand with rising consumer spending led by improvements in employment
and income. However, considering its ongoing conflicts with the United States, there has remained a high degreeof uncertainty with respect to China’s trade and other issues.
In emerging countries, some countries have been experiencing additional pressure on their economies due toresurgence of COVID-19. Even in countries that have brought COVID-19 under control, there has remained
adverse economic impact on countries highly dependent on natural resources and tourism and countries that havelittle capacity for fiscal stimulus or high levels of public debt.
As for the future outlook of the global economy, it is expected to recover gradually, supported by theincreasing availability of vaccines, monetary easing and fiscal stimulus measures by governments around theworld. However, if vaccination rollout does not proceed as smoothly as expected, there are concerns that theconstraints on economic activities will continue and demand will further shrink due to worsening employment
and income. As for the Japanese economy, there is a possibility that the economic slump will continue for a long
period, with a large cumulative negative impact.
Key indicators of Japanese economic conditions in recent periods include the following:•

Japan’s real gross domestic product on a year-on-year basis increased by 0.2% in the fiscal year 2019and decreased by 0.5% and 4.6% in the fiscal year ended March 31, 2020 and 2021, respectively.
During the fiscal year ended March 31, 2021, the year-on-year growth rates were minus 10.1%, minus
5.6%, minus 1.1%, and minus 1.6%, for the quarters ended June 30, September 30, December 31 andMarch 31, respectively. Japan’s core nationwide consumer price index increased by 0.8% and 0.6% in
the fiscal years ended March 31, 2019 and 2020, respectively, and decreased by 0.4% in the fiscal year
ended March 31, 2021.

•

In September 2016, the Bank of Japan decided to introduce “quantitative and qualitative monetaryeasing with yield curve control” by strengthening its two previous policy frameworks, namely“quantitative and qualitative monetary easing (“QQE”)” and “QQE with a negative interest rate,”
aiming that the observed consumer price index exceeds the price stability target of 2% and stays above
the target in a stable manner. Under the new policy framework, the Bank of Japan decided to set theguideline for market operations under which, regarding short-term interest rates, the Bank of Japan will
apply a negative interest rate of minus 0.1% to certain excess balances in current accounts held byfinancial institutions at the Bank of Japan, while for long-term interest rates, it would purchase Japanese
government bonds to control long-term interest rates so that the yield of 10-year Japanese government
bonds will remain at around 0%.
In July 2018, the Bank of Japan decided to strengthen its commitment to achieving its price stability
target by introducing forward guidance for policy rates, and to enhance the sustainability of“quantitative and qualitative monetary easing with yield curve control,” stating that the yield of 10 year
Japanese government bonds could move upward and downward from around 0% to some extent mainly
depending on developments in economic activity and prices. In October 2019, the Bank of Japandecided on a new forward guidance for policy rates, in respect of which, the Bank of Japan stated its
expectation that short-term and long-term interest rates will remain at their present or lower levels aslong as it is necessary to pay close attention to the possibility that the momentum toward achieving theprice stability target will be lost.
62

In March 2020, in light of the impact of the spread of COVID-19, the Bank of Japan judged it
appropriate to enhance monetary easing through (1) the further ample supply of funds by conducting
various operations including purchases of Japanese government bonds and the U.S. dollar fundssupplying 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 Bank of Japan judged it appropriate to enhance monetary easing through(1) an increase in purchases of commercial paper and corporate bonds, (2) 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.
•The yields on newly issued 10-year Japanese government bonds, which is a key long-term interest rate
indicator, were minus 0.081%, 0.022% and 0.095% as of March 29, 2019, March 31, 2020 andMarch 31, 2021, respectively. The yield fluctuated between minus 0.038% and 0.162% during the fiscal
year ended March 31, 2021. Thereafter, the yield decreased to 0.087% as of May 31, 2021.

•

According to Teikoku Databank, a Japanese research institution, there were 8,057 corporatebankruptcies in the fiscal year ended March 31, 2019, involving approximately ¥1.6 trillion in total
liabilities, 8,480 corporate bankruptcies in the fiscal year ended March 31, 2020, involving
approximately ¥1.2 trillion in total liabilities, and 7,314 corporate bankruptcies in the fiscal year ended
March 31, 2021, involving approximately ¥1.2 trillion in total liabilities. The number of corporatebankruptcies showed a decrease from the previous fiscal year for the first time in two years. The amountof total liabilities for the fiscal year ended March 31, 2021 was slightly decreased by 0.1% from thosefor the previous fiscal year.

•

The Nikkei Stock Average, which is an average of the price of 225 stocks listed on the Tokyo Stock
Exchange, decreased by 1.2% to ¥21,205.81 during the fiscal year ended March 31, 2019, followed by a
10.8% decrease to ¥18,917.01 during the fiscal year ended March 31, 2020 and a 54.2% increase to¥29,178.80 during the fiscal year ended March 31, 2021. Thereafter, the Nikkei Stock Average
decreased to ¥28,860.08 as of May 31, 2021.

•

The yen to U.S. dollar spot exchange rate, according to the Bank of Japan, was ¥110.75 to $1.00 as ofMarch 29, 2019, ¥108.42 to $1.00 as of March 31, 2020 and ¥110.74 to $1.00 as of March 31, 2021. The
rate fluctuated between ¥102.75 and ¥110.74 to $1.00 during the fiscal year ended March 31, 2021.
Thereafter, the yen strengthened to ¥109.72 to $1.00 as of May 31, 2021.

•

According to the Ministry of Land, Infrastructure, Transport and Tourism of Japan, housing starts inJapan increased by 0.7% in the fiscal year ended March 31, 2019 and decreased by 7.3% and 8.1% in
the fiscal years ended March 31, 2020 and 2021, respectively.

•

According to the Ministry of Land, Infrastructure, Transport and Tourism of Japan, the average
published housing land prices in Japan increased by 0.6% and 0.8% in calendar years 2018 and 2019,respectively, and decreased by 0.4% in calendar year 2020.

Capital Improvements
All yen figures and percentages in this subsection are truncated.
We implemented disciplined capital management for the fiscal year ended March 31, 2021 by pursuing the
optimal balance between strengthening of stable capital base and steady returns to shareholders as described
below.

63

Strengthening of Stable Capital BaseIn the fiscal year ended March 31, 2021, we strengthened our capital base mainly as a result of earning¥471.0 billion of profit attributable to owners of parent (under Japanese GAAP).
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 2020, we redeemed ¥300.0 billion of
unsecured perpetual subordinated bonds with an optional redemption clause and a write-down clause issued toqualified institutional investors in Japan by Mizuho Financial Group in July 2015. As for Tier 2 capital, in June
2020, we redeemed ¥10.0 billion of unsecured fixed-term subordinated bonds with an optional redemption clause
and a write-down clause issued by Mizuho Financial Group in June 2015. In August 2020 and December 2020,
we redeemed ¥10.0 billion and ¥10.0 billion of unsecured fixed-term subordinated bonds compliant to Basel IIand subject to phase-out arrangements under Basel III issued by Mizuho Bank in August 2005 and by Mizuho
Trust and Banking in December 2005, respectively.
Meanwhile, as for new issuances of Additional Tier 1 capital, in July 2020 and December 2020, we issued¥207.0 billion and ¥131.0 billion, respectively, of unsecured perpetual subordinated bonds with an optional
redemption clause and a write-down clause through public offerings to wholesale investors in Japan. With
respect to new issuances of Tier 2 capital, in June 2020 and October 2020, we issued ¥80.0 billion and¥137.0 billion of unsecured fixed-term subordinated bonds with a write-down clause through public offerings towholesale and retail investors in Japan, respectively.
Our Common Equity Tier 1 capital ratio under Basel III was 11.65% and 11.63% as of March 31, 2020 and
2021, respectively.
Steady Returns to Shareholders
Annual cash dividends for the fiscal year ended March 31, 2021 were ¥75 per share of common stock(including interim dividend payments of ¥37.5 per share, which reflected the impact from the share consolidationof the shares of common stock on the basis of one post-consolidation share per ten pre-consolidation shareseffective as of October 1, 2020), which was substantially the same amount as the previous fiscal year.
New Capital Management and Shareholder Return Policy
In response to the development of our capital accumulation, we changed our approach with regard to capitalmanagement and decided to pursue the optimum balance between capital adequacy, growth investment andenhancement of shareholder return. Our new shareholder return policy is progressive dividends being ourprincipal approach while executing flexible and intermittent share buybacks. As for the dividends, we will decidethem based on the steady growth of our stable earnings base, taking 40% of the dividend payout ratio as a guide
into consideration. As for share buybacks, we will determine them considering our business results and capital
adequacy, our stock price and the opportunities for growth investment.
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.”64

Others
Integration of three of our consolidated subsidiaries
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 executed a merger agreement with MHIR as the surviving entity in November 2020, and the two entities
merged in January 2021. In February 2021, MHIR and MHRI executed a merger agreement, and the two entities
were integrated and became a new company, Mizuho Research & Technologies Corporation (“MHRT”), in April
2021. The purpose of the integration is to significantly improve the ability of the Mizuho group to provide “Newvalue beyond the conventional boundaries of finance” by organically combining and amalgamating eachcompany’s research, consulting, and IT development capabilities.
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 holdings to be meaningful, we will not hold the shares of other companies
as cross-shareholdings. Even though we consider the holdings to be meaningful, we will also endeavor to reducethem through dialogue with the issuing companies. We promote cross-shareholdings disposal through initiatives
to enhance capital efficiency by implementing in-house company return on equity as an internal performanceindicator. 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 wehave reduced such amount by ¥252.1 billion as of March 31, 2021.
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
On April 1, 2020, we adopted ASC 326, “Financial Instruments—Credit Losses” (“ASC 326”). The
adoption of this guidance established a single allowance framework for all financial assets measured at amortizedcost and certain off-balance-sheet instrument exposures. This framework requires management’s estimate toreflect credit losses over the instrument’s remaining expected lives and consider expected future changes inmacroeconomic 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. The
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.

65

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 consistent towhat is used in our stress testing 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, it could be possible to make adjustments to thescenario. After the forecast period, we revert to long-term historical loss experience with a certain graduatedtransition period, to estimate losses over the remaining lives of financial assets measured at amortized cost andcertain off-balance-sheet instruments. The macroeconomic scenario is updated at least semi-annually and isreviewed accordingly to reflect current economic conditions and our expectation of future conditions on a timely
basis. For April 1, 2020 and March 31, 2021, 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.
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 the
COVID-19 pandemic into the macroeconomic scenario by using assumptions such as anticipated businessrecovery period and 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, unemployment rate andreal estate prices which may not move in a correlated manner as variables may move in opposite directions or
differ across portfolios or geography, so that improvement in one factor or input may offset deterioration inothers.
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.

66

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 28 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 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.

67

Operating Results
The following discussion relates to our operating results for the fiscal years ended March 31, 2020 and
2021. For the discussion on our operating results for the fiscal year ended March 31, 2019, including certain
comparative discussion on our operating results for the fiscal years ended March 31, 2019 and 2020, 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, 2020, filed with the SEC on July 2, 2020.
The following table shows certain information as to our income, expenses and net income for the fiscal
years ended March 31, 2020 and 2021:
Fiscal years ended March 31,
2020
2021
(in billions of yen)Interest and dividend income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥2,1501,271¥1,457468

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

879
156

989
113

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

723
1,308
1,878

876
2,041
1,888

Income before income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

153
47

1,029
211

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

106
(44)

818
236

Net income attributable to MHFG shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥ 150

¥ 582

The following is a discussion of major components of our net income attributable to MHFG shareholders forthe fiscal years ended March 31, 2020 and 2021.

68

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,
2020 and 2021:

Averagebalance

Fiscal years ended March 31,
2020
2021
Interest Interest
Average
Interest
amountratebalanceamount(in billions of yen, except percentages)

Domestic:
Interest-bearing deposits in other banks . . . . . . ¥ 34,333 ¥ 26
Call loans and funds sold, and receivables
under resale agreements and securities
borrowing transactions . . . . . . . . . . . . . . . . . .
9,322
27
Trading account assets . . . . . . . . . . . . . . . . . . . .
7,753
72
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16,53285
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
54,777535

0.08% ¥ 35,177¥

Interest
rate

29

0.08%

0.30
0.93
0.51
0.98

10,132
6,386
24,617
59,115

4
79
68
488

0.04
1.24
0.27
0.82

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

122,717745

0.61

135,427668

0.49

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

87,143
10,918
1,591
9,631

90
63
41
198

0.10
0.58
2.59
2.05

92,761
15,087
1,574
9,892

26
25
47
175

0.03
0.17
3.00
1.77

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

109,283392

0.36

119,314273

0.23

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

13,434353

0.25

16,113395

0.26

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

5,716

79

1.39

8,785

15

0.17

11,301
8,859
4,096
28,827

249
150
81
846

2.21
1.69
1.98
2.94

10,564
13,243
4,164
32,355

40
158
45
531

0.38
1.19
1.07
1.64

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

58,799

1,405

2.39

69,111789

1.14

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

27,507
15,112
1,009
678

526
334
12
7

1.91
2.21
1.16
1.13

31,07020,282
794
816

134
50
6
5

0.43
0.25
0.70
0.65

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

44,306879

1.98

52,962195

0.37

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

14,493526

0.41

16,149594

0.77

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

181,516
153,589

2,150
1,271

1.19
0.83

204,538
172,276

1,457
468

0.71
0.27

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

¥ 27,927

¥ 879

0.36

¥ 32,262

¥ 989

0.44

Note:
(1) 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.
69

Fiscal Year Ended March 31, 2021 Compared to Fiscal Year Ended March 31, 2020
Interest and dividend income decreased by ¥693 billion, or 32.2%, from the previous fiscal year to¥1,457 billion in the fiscal year ended March 31, 2021. Domestic interest and dividend income accounted for¥668 billion of the total amount, a decrease of ¥77 billion from the previous fiscal year, and foreign interest anddividend income accounted for ¥789 billion, a decrease of ¥616 billion from the previous fiscal year.
Long-term interest rates continued to be in the vicinity of 0% under the Bank of Japan’s “Quantitative andQualitative Monetary Easing with Yield Curve Control.” Short-term interest rates also continued to be in thevicinity of 0%. Under such circumstances, the average yield on domestic loans slightly decreased by 0.16
percentage points from the previous fiscal year to 0.82% in the fiscal year ended March 31, 2021, and theaverage rate on domestic deposits remained at a low level and slightly decreased by 0.07 percentage points fromthe previous fiscal year to 0.03% in the fiscal year ended March 31, 2021. The average yield on foreign loans
decreased by 1.30 percentage points from the previous fiscal year to 1.64% in the fiscal year ended March 31,
2021, and the average rate on foreign deposits decreased by 1.48 percentage points from the previous fiscal year
to 0.43% in the fiscal year ended March 31, 2021.
The decrease in domestic interest and dividend income was due mainly to a decrease in interest income
from domestic loans. The decrease in interest income from domestic loans was due mainly to a decline in yields
despite an increase in the average balance of loans due to the COVID-19. Changes in the average yields on
domestic interest-earning assets contributed to a decrease in interest and dividend income of ¥123 billion, andchanges in the average balances of domestic interest-earning assets contributed to an increase of ¥46 billion,
resulting in the ¥77 billion decrease in domestic interest and dividend income.
The decrease in foreign interest and dividend income was due mainly to decreases in interest income fromforeign loans and in interest income from foreign call loans and funds sold, and receivable under resaleagreements and securities borrowing transactions. The decrease in interest income from loans and interest
income from foreign call loans and funds sold, and receivable under resale agreements and securities borrowing
transactions were due mainly to a decrease in the average yield. Changes in the average yield on foreign interestearning assets contributed to a decrease in interest and dividend income of ¥717 billion, and changes in the
average balance of foreign interest-earning assets contributed to an increase of ¥101 billion, resulting in the¥616 billion overall decrease in foreign interest and dividend income.
Interest expense decreased by ¥803 billion, or 63.2%, from the previous fiscal year to ¥468 billion in thefiscal year ended March 31, 2021. Domestic interest expense accounted for ¥273 billion of the total amount, adecrease of ¥119 billion from the previous fiscal year, and foreign interest expense accounted for ¥195 billion of
the total amount, a decrease of ¥684 billion from the previous fiscal year.
The decrease in domestic interest expense was due mainly to a decrease in interest expense from domestic
deposits, which was primarily a result of a decrease in average interest rates. The changes in the average interest
rates on domestic interest-bearing liabilities contributed to a decrease in interest expense of ¥132 billion, and thechanges in the average balance of domestic interest-bearing liabilities contributed to an increase in interest
expense of ¥13 billion, resulting in the ¥119 billion overall decrease in domestic interest expense.
The decrease in foreign interest expense was due mainly to decreases in the average interest rates on foreigndeposits and short-term borrowings. The changes in the average interest rates on foreign interest-bearing
liabilities contributed to a decrease in interest expense of ¥711 billion, and the changes in the average balance of
foreign interest-bearing liabilities contributed to an increase in interest expense of ¥27 billion, resulting in the¥684 billion overall decrease in foreign interest expense.
As a result of the foregoing, net interest income increased by ¥110 billion, or 12.5%, from the previous
fiscal year to ¥989 billion. The average interest rate spread rose by 0.08 percentage points from the previous
70fiscal year to 0.44% in the fiscal year ended March 31, 2021. The rise 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 totalinterest-bearing liabilities generally moved in tandem between these periods.

Provision (Credit) for Credit Losses
Fiscal Year Ended March 31, 2021 Compared to Fiscal Year Ended March 31, 2020
Provision for credit losses decreased by ¥43 billion from March 31, 2020 to ¥113 billion at March 31, 2021.
Provision for credit losses for the fiscal year ended March 31, 2020 were larger than that for the fiscal year ended
March 31, 2021 due mainly to the effects of the outbreak of COVID-19 pandemic on the former. Since weadopted ASC 326 using a modified retrospective approach, ¥156 billion of transition adjustment was recorded in
Retained earnings through a cumulative-effect adjustment rather than in Provision (credit) for credit losses. For
further information of the adoption of ASC 326, see notes 1 and 2 to our consolidated financial statements
included elsewhere in this annual report.

Noninterest Income
The following table shows a breakdown of noninterest income for the fiscal years ended March 31, 2020
and 2021:
Fiscal years ended March 31,
2020

2021

(in billions of yen)

Fee and commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fee and commission from deposits and lending business . . . . . . . . . . . . . . . . .
Fee and commission from securities-related business . . . . . . . . . . . . . . . . . . . .
Fee and commission from trust related business . . . . . . . . . . . . . . . . . . . . . . . .
Fee and commission from remittance business . . . . . . . . . . . . . . . . . . . . . . . . .
Fee and commission from asset management business . . . . . . . . . . . . . . . . . . .
Fee and commission from agency business . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fee and commission from guarantee related business . . . . . . . . . . . . . . . . . . .
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥ 868
158
139
129
112
99
32
29
170
44
746
(526)
31
(557)
34
3
139

¥ 913
174
170
122
109
105
32
32
169
89
121
829
(22)
851
31
7
51

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

¥1,308¥2,041

Fiscal Year Ended March 31, 2021 Compared to Fiscal Year Ended March 31, 2020
Noninterest income increased by ¥733 billion, or 56.0%, from the previous fiscal year to ¥2,041 billion in
the fiscal year ended March 31, 2021. The increase was due mainly to investment gains—net of ¥829 billion
compared to investment losses—net of ¥526 billion in the previous fiscal year, offset in part by a decrease in
trading account gains—net of ¥625 billion, or 83.8%.
71

Fee and commission
Fee and commission increased by ¥45 billion, or 5.2%, from the previous fiscal year to ¥913 billion in thefiscal year ended March 31, 2021. The increase was due mainly to an increase in fee and commission fromsecurities-related business of ¥31 billion, or 22.3%, and fee and commission from deposits and lending business of¥16 billion, or 10.1%. The increase in fee and commission from securities-related business was due mainly to therelative strength in market conditions in the fiscal year ended March 31, 2021 compared to the previous fiscal year.
Foreign exchange gains (losses)—net
Foreign exchange gains—net increased by ¥45 billion, or 102.3%, from the previous fiscal year to¥89 billion in the fiscal year ended March 31, 2021. The increase was due mainly to fluctuations in foreignexchange rates in the fiscal year ended March 31, 2021.
Trading account gains (losses)—net
Trading account gains—net decreased by ¥625 billion, or 83.8%, from the previous fiscal year to¥121 billion in the fiscal year ended March 31, 2021. The decrease in trading account gains—net was due mainly
to a decrease in gains related to changes in the fair value of foreign currency-denominated securities and adecrease in gains related to changes in the fair value of receive-fixed, pay-variable interest-rate swaps reflecting
low volatility in long-term interest rates.
Investment gains (losses)—net
Investment gains—net was a gain of ¥829 billion in the fiscal year ended March 31,2021 compared to a lossof ¥526 billion in the previous fiscal year, among which investment gains—net related to equity securities was again of ¥851 billion in the fiscal year ended March 31,2021 compared to a loss of ¥557 billion in the previous
fiscal year. The increase in 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, 2021, whichmostly 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, 2020
and 2021:
Fiscal years ended March 31,
2020

2021

(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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥ 677
649
215
194
19
124

¥ 686
624
206
190
18
164

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

¥1,878¥1,888

Fiscal Year Ended March 31, 2021 Compared to Fiscal Year Ended March 31, 2020
Noninterest expenses increased by ¥10 billion, or 0.5%, from the previous fiscal year to ¥1,888 billion in thefiscal year ended March 31, 2021. The increase was due mainly to an increase in other noninterest expenses of¥40 billion, or 32.3%, offset in part by a decrease in general and administrative expenses of ¥25 billion.
72General and administrative expenses
General and administrative expenses decreased by ¥25 billion, or 3.9%, from the previous fiscal year to¥624 billion in the fiscal year ended March 31, 2021. The decrease was due mainly to our group-wide continuous
effort at cost reduction initiatives.
Provision (credit) for credit losses on off-balance-sheet instruments
Provision for credit losses on off-balance-sheet instruments decreased by ¥1 billion, or 5.3%, from theprevious fiscal year to ¥18 billion in the fiscal year ended March 31, 2021. Upon adoption of ASC 326 on
April 1, 2020, we recorded ¥20 billion increase to the allowance for credit losses on off-balance-sheet
instruments. Since we adopted ASC 326 using a modified retrospective approach, ¥20 billion of transition
adjustment was recorded in Retained earnings through a cumulative-effect adjustment rather than in Provision(credit) for credit losses on off-balance-sheet instruments. For further information of the adoption of ASC 326,
see notes 1 and 2 to our consolidated financial statements included elsewhere in this annual report.
Income Tax Expense
The following table shows the components of income tax expense (benefit) for the fiscal years ended
March 31, 2020 and 2021:
Fiscal years ended March 31,
2020
2021
(in billions of yen)

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

¥ 96
53

¥ 81
79

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

149

160

(111)
9

56
(5)

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

(102)

51

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

¥ 47

¥211

Fiscal Year Ended March 31, 2021 Compared to Fiscal Year Ended March 31, 2020
Income tax expense increased by ¥164 billion, or 348.9%, from the previous fiscal year to ¥211 billion in
the fiscal year ended March 31, 2021 due to an increase in current tax expense of ¥11 billion and an increase indeferred tax expense of ¥153 billion. The increase in current tax expense was due mainly to increases in the
taxable income of our subsidiaries in the United States. The increase in deferred tax expense was due mainly toincreases in deferred tax liabilities of our 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.

73The following table shows the components of deferred tax assets (liabilities) as of March 31, 2020 and
2021:
As of March 31,
2020
2021
(in billions of yen)

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

¥ 166
192
78
5
—
6
4
163
201

¥ 248
196
64
15
9
1
—
151
238

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

815

922

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

(165)

(129)

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

650

793

203
—
189
58
89

292
259
189
—
85

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

539

825

Net deferred tax assets (liabilities) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥ 111¥ (32)Net Income (Loss) Attributable to Noncontrolling Interests
Fiscal Year Ended March 31, 2021 Compared to Fiscal Year Ended March 31, 2020
Net income (loss) attributable to noncontrolling interests was income of ¥236 billion in the fiscal year ended
March 31, 2021 compared to a loss of ¥44 billion in the previous fiscal year.
Net Income Attributable to MHFG Shareholders
Fiscal Year Ended March 31, 2021 Compared to Fiscal Year Ended March 31, 2020
As a result of the foregoing, net income attributable to MHFG shareholders increased by ¥432 billion, or
288.0%, from the previous fiscal year to ¥582 billion in the fiscal year ended March 31, 2021.
Business Segments Analysis
The following discussion relates to our business segment analysis for the fiscal years ended March 31, 2020
and 2021. For the discussion on our business segment analysis for the fiscal year ended March 31, 2019,
including certain comparative discussion on our operating results for the fiscal years ended March 31, 2019 and2020, 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, 2020, filed with the SEC on July 2, 2020.
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 our74banking, 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 is classified into the following five in-house companies, each based on acustomer segment: the Retail & Business Banking Company, the Corporate & Institutional Company, the Global
Corporate Company, the Global Markets Company, and the Asset Management Company. We regard thesecustomer segments as our operating segments.
For a brief description of our each business segment, see note 31 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, 2021
were ¥2,200.8 billion, an increase of ¥128.0 billion compared to the fiscal year ended March 31, 2020.
Consolidated general and administrative expenses for the fiscal year ended March 31, 2021 were¥1,408.7 billion, a decrease of ¥2.8 billion compared to the fiscal year ended March 31, 2020. Consolidated
equity in earnings of equity method investees—net for the fiscal year ended March 31, 2021 was ¥19.9 billion, adecrease of ¥10.5 billion compared to the fiscal year ended March 31, 2020. Consolidated net business profits +net gains related to ETFs and others for the fiscal year ended March 31, 2021 were ¥799.8 billion, an increase of¥127.2 billion compared to the fiscal year ended March 31, 2020.

Fiscal year ended March 31, 2020(1):Mizuho Financial Group (Consolidated)
Retail &Business Corporate & Global
GlobalAsset
Banking Institutional Corporate Markets Management
Company Company Company Company Company Others(6)(in billions of yen)

Gross profits + Net gains (losses) related
to ETFs and others(2) . . . . . . . . . . . . . . ¥676.4
General and administrative
expenses(3) . . . . . . . . . . . . . . . . . . . . . . 673.2
Equity in earnings (losses) of equity
method investees—net . . . . . . . . . . . .
11.7
Amortization of goodwill and others . . .
2.7
Others . . . . . . . . . . . . . . . . . . . . . . . . . . .
—

Total

¥459.5¥410.9¥411.5

¥52.9

215.7

245.3

202.6

33.1

41.6

1,411.5

2.0
0.1
—

10.4
0.4
—

—
1.1
—

1.3
7.8
—

5.0
1.1
(5.9)

30.4
13.2
(5.9)

Net business profits (losses)(4) + Net
gains (losses) related to ETFs andothers . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 12.2

¥245.7¥175.6¥207.8¥13.3¥ 18.0 ¥ 672.6

Fixed assets(5) . . . . . . . . . . . . . . . . . . . . . ¥520.1¥197.3¥161.0¥ 92.3¥ 0.1¥769.0 ¥1,739.8

75¥ 61.6 ¥2,072.8

Fiscal year ended March 31, 2021(1):Mizuho Financial Group (Consolidated)
Retail &Business Corporate & Global
GlobalAsset
Banking Institutional Corporate Markets Management
Company Company Company Company Company Others(6)(in billions of yen)

Gross profits + Net gains (losses) related
to ETFs and others(2) . . . . . . . . . . . . . . ¥679.9
General and administrative
expenses(3) . . . . . . . . . . . . . . . . . . . . . . 640.6
Equity in earnings (losses) of equity
method investees—net . . . . . . . . . . . .
5.5
Amortization of goodwill and others . . .
2.3
Others . . . . . . . . . . . . . . . . . . . . . . . . . . .
—

Total

¥491.9¥450.6¥487.2¥50.4¥ 40.8 ¥2,200.8

209.6

251.1

218.2

32.9

56.3

1,408.7

3.9
0.1
—

10.9
0.4
—

—
0.8
—

1.1
7.6
—

(1.5)
1.0
—

19.9
12.2
—

Net business profits (losses)(4) + Net
gains (losses) related to ETFs andothers . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 42.5

¥286.1¥210.0¥268.2¥11.0¥ (18.0) ¥ 799.8

Fixed assets(5) . . . . . . . . . . . . . . . . . . . . . ¥547.0¥185.1¥162.1¥ 93.9¥ 0.1¥767.5 ¥1,755.7

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, 2020 and 2021, net gains (losses)
related to ETFs and others amounted to ¥10.6 billion and ¥2.0 billion, respectively, of which ¥7.3 billionand ¥(1.3) 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 andothers. 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.
76

Fiscal Year Ended March 31, 2021 Compared to Fiscal Year Ended March 31, 2020
Retail & Business Banking Company
Gross profits + net gains related to ETFs and others for the fiscal year ended March 31, 2021 were¥679.9 billion, an increase of ¥3.5 billion, or 0.5%, compared to the fiscal year ended March 31, 2020. The
increase was attributable mainly to an increase in commission income from sales of investment products toindividuals which was offset in part by a decrease in deposit revenue due to declining U.S. interest rates.
General and administrative expenses for the fiscal year ended March 31, 2021 decreased by ¥32.6 billion, or4.8%, compared to the fiscal year ended March 31, 2020 to ¥640.6 billion.
Equity in earnings of equity method investees—net for the fiscal year ended March 31, 2021 decreased by¥6.2 billion, or 53.0%, compared to the fiscal year ended March 31, 2020 to ¥5.5 billion.
As a result, net business profits + net gains related to ETFs and others for the fiscal year ended March 31,
2021 increased by ¥30.3 billion, or 248.4%, compared to the fiscal year ended March 31, 2020 to ¥42.5 billion.
Corporate & Institutional Company
Gross profits + net gains related to ETFs and others for the fiscal year ended March 31, 2021 were¥491.9 billion, an increase of ¥32.4 billion, or 7.1%, compared to the fiscal year ended March 31, 2020. The
increase was attributable mainly to increases in loan interest income and solution-related revenue relating to our
engagement on a large project.
General and administrative expenses for the fiscal year ended March 31, 2021 decreased by ¥6.1 billion, or
2.8%, compared to the fiscal year ended March 31, 2020 to ¥209.6 billion.
Equity in earnings of equity method investees—net for the fiscal year ended March 31, 2021 increased by¥1.9 billion, or 95.0%, compared to the fiscal year ended March 31, 2020 to ¥3.9 billion.
As a result, net business profits + net gains related to ETFs and others for the fiscal year ended March 31,
2021 increased by ¥40.4 billion, or 16.4%, compared to the fiscal year ended March 31, 2020 to ¥286.1 billion.
Global Corporate Company
Gross profits + net gains related to ETFs and others for the fiscal year ended March 31, 2021 were
¥450.6 billion, an increase of ¥39.7 billion, or 9.7%, compared to the fiscal year ended March 31, 2020. The
increase was attributable mainly to increases in loan interest income and debt capital markets-related revenue
which were offset in part by a decrease in deposit revenue due to declining U.S. interest rates.
General and administrative expenses for the fiscal year ended March 31, 2021 increased by ¥5.8 billion, or
2.4%, compared to the fiscal year ended March 31, 2020 to ¥251.1 billion.
Equity in earnings of equity method investees—net for the fiscal year ended March 31, 2021 increased by¥0.5 billion, or 4.8%, compared to the fiscal year ended March 31, 2020 to ¥10.9 billion.
As a result, net business profits + net gains related to ETFs and others for the fiscal year ended March 31,
2021 increased by ¥34.4 billion, or 19.6%, compared to the fiscal year ended March 31, 2020 to ¥210.0 billion.
Global Markets Company
Gross profits + net losses related to ETFs and others for the fiscal year ended March 31, 2021 were¥487.2 billion, an increase of ¥75.7 billion, or 18.4%, compared to the fiscal year ended March 31, 2020. The
increase was attributable mainly to strong performance in sales and trading activities.
77

General and administrative expenses for the fiscal year ended March 31, 2021 increased by ¥15.6 billion, or
7.7%, compared to the fiscal year ended March 31, 2020 to ¥218.2 billion.
As a result, net business profits + net losses related to ETFs and others for the fiscal year ended March 31,
2021 increased by ¥60.4 billion, or 29.1%, compared to the fiscal year ended March 31, 2020 to ¥268.2 billion.
Asset Management Company
Gross profits + net gains related to ETFs and others for the fiscal year ended March 31, 2021 decreased by¥2.5 billion, or 4.7%, compared to the fiscal year ended March 31, 2020 to ¥50.4 billion. The decrease wasattributable mainly to a decrease in fair market value of assets under management.
General and administrative expenses for the fiscal year ended March 31, 2021 decreased by ¥0.2 billion, or
0.6%, compared to the fiscal year ended March 31, 2020 to ¥32.9 billion.
Equity in earnings of equity method investees—net for the fiscal year ended March 31, 2021 decreased by¥0.2 billion, or 15.4%, compared to the fiscal year ended March 31, 2020 to ¥1.1 billion.
As a result, net business profits + net gains related to ETFs and others for the fiscal year ended March 31,
2021 decreased by ¥2.3 billion, or 17.3%, compared to the fiscal year ended March 31, 2020 to ¥11.0 billion.
Geographical Segment Analysis
The following discussion relates to our geographical segment analysis for the fiscal years ended March 31,
2020 and 2021. For the discussion on our geographical segment analysis for the fiscal year ended March 31,
2019, including certain comparative discussion on our operating results for the fiscal years ended March 31,
2019 and 2020, 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, 2020, filed with the SEC on
July 2, 2020.
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.
Asia/Oceania
AmericasexcludingUnitedJapan,
StatesOthersEuropeand others(in billions of yen)Japan

Fiscal year ended March 31, 2020:
Total revenue(1) . . . . . . . . . . . . . . . . . . . .
Total expenses(2) . . . . . . . . . . . . . . . . . . .

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

¥

1,681
2,009

¥

801
679

(328)

122

(313) ¥

100

¥

95
41

¥

54
¥

51

270
239

¥

31
¥

24

611
337

Total

¥

274
¥

244

3,458
3,305
153

¥

106

Total assets at end of fiscal year . . . . . .
Fiscal year ended March 31, 2021:
Total revenue(1) . . . . . . . . . . . . . . . . . . . .
Total expenses(2) . . . . . . . . . . . . . . . . . . .

¥137,471¥34,650¥4,137¥15,487¥19,474¥211,219

¥

¥

504
244

¥ 154
14

¥

¥

¥

Income before income tax expense . . . .

373

260

140

227

¥ 137

¥

¥31,940¥4,405¥14,150

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

¥

2,291
1,918
236

¥152,614
78

¥

189
116
73
61

360
177
183

¥

157

¥18,542

3,498
2,469
1,029

¥

818

¥221,651

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, 2021 Compared to Fiscal Year Ended March 31, 2020
In the fiscal year ended March 31, 2021, 28.8% of our net income was derived from Japan, 27.8% from theUnited States, 16.8% from the Americas excluding the United States, 7.4% from Europe and 19.2% from Asia/
Oceania excluding Japan, and others. At March 31, 2021, 68.8% of total assets were allocated to Japan, 14.4% to
the United States, 2.0% to the Americas excluding the United States, 6.4% to Europe and 8.4% to Asia/Oceania
excluding Japan, and others.
In Japan, total revenue increased by ¥610 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, offset in partby a change from trading account gains—net to trading account losses—net. The change 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, 2021, whichmostly reflected the strength in market conditions. The change from trading account gains—net to trading
account losses—net was due mainly to a decrease in gains related to changes in the fair value of derivatives andforeign currency-denominated securities. Total expenses decreased by ¥91 billion from the previous fiscal year
due mainly to a decrease in expenses on deposits. In addition, we recorded an income tax expense of ¥137 billion
in Japan in the fiscal year ended March 31, 2021 compared to an income tax benefit of ¥15 billion in the previous
fiscal year. As a result, we recorded net income of ¥236 billion in Japan in the fiscal year ended March 31, 2021
compared to net loss of ¥313 billion in the previous fiscal year. Total assets in Japan increased by ¥15,143 billion
due primarily to an increase in investments.
In the United States, total revenue decreased by ¥297 billion due primarily to a decrease in interest income
from receivables under resale agreements and securities borrowing transactions. Total expenses decreased by¥435 billion due mainly to decreases in expenses on payables under repurchase agreements and securities lendingtransactions and deposits. As a result, net income in the United States increased by ¥127 billion. Total assets in
the United States decreased by ¥2,710 billion due primarily to decreases in receivables under resale agreements
and loans.
In the Americas excluding the United States, total revenue increased by ¥59 billion due primarily to anincrease in trading account gains—net, offset in part by a decrease in interest income from loans, including fees.
Total expenses decreased by ¥27 billion due mainly to a decrease in expenses on deposits. As a result, net incomein the Americas excluding the United States increased by ¥86 billion. Total assets in the Americas excluding theUnited States increased by ¥268 billion due primarily to an increase in receivables under resale agreements.
In Europe, total revenue decreased by ¥81 billion due primarily to a decrease in interest income from loans,including fees. Total expenses decreased by ¥123 billion due mainly to a decrease in expenses on deposits. As aresult, net income in Europe increased by ¥37 billion. Total assets in Europe decreased by ¥1,337 billion due
primarily to a decrease in trading account assets.
In Asia/Oceania excluding Japan, and others, total revenue decreased by ¥251 billion due primarily to adecrease in interest income from loans, including fees. Total expenses decreased by ¥160 billion due mainly to adecrease in expenses on deposits. As a result, net income in Asia/Oceania excluding Japan, and others decreasedby ¥87 billion. Total assets in Asia/Oceania excluding Japan, and others decreased by ¥932 billion due primarily
to decreases in cash and due from banks and interest-bearing deposits.

79

Financial Condition
AssetsOur assets as of March 31, 2020 and 2021 were as follows:
As of March 31,
Increase
2020
2021(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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥2,325 ¥ 1,601 ¥ (724)39,626
47,134
7,508
1,007
859
(148)
18,581
11,623(6,958)
2,216
2,694
478
28,09326,753(1,340)23,67633,0419,365
87,52888,581
1,053
(441)
(651)
(210)

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

87,087
1,856
168
324
93
65
137
5,965

87,930
1,811
237
317
93
56
45
7,457

843
(45)
69
(7)
—
(9)
(92)
1,492

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

¥211,219¥221,651¥10,432

Total assets increased by ¥10,432 billion from March 31, 2020 to ¥221,651 billion as of March 31, 2021.
The increase was due mainly to increases of ¥9,365 billion in investments, ¥7,508 billion in interest-bearing
deposits in other banks and ¥1,492 billion in other assets, offset by decreases of ¥6,958 billion in receivables
under resale agreements and ¥1,340 billion in trading account assets.

80

LoansLoans outstanding
The following table shows our loans outstanding as of March 31, 2020 and 2021 based on classifications bydomicile and industry segment:
As of March 31,
Increase
2020
2021(decrease)(in billions of yen, except percentages)

Domestic:
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction and real estate . . . . . . . . . . . . . . . . . . . . .
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Wholesale and retail . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transportation and communications . . . . . . . . . . . . . .
Banks and other financial institutions(1) . . . . . . . . . . . .
Government and public institutions . . . . . . . . . . . . . . .
Other industries(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Individuals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mortgage loans . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥ 9,731
9,603
5,993
5,220
3,833
4,635
2,199
5,389
9,428
8,567
861

11.1% ¥11,011
11.0
10,492
6.8
6,406
6.0
5,357
4.4
3,886
5.3
4,696
2.5
1,898
6.0
5,918
10.8
8,984
9.8
8,194
1.0
790

12.4% ¥ 1,280 1.3%
11.8
889 0.8
7.2
413 0.4
6.0
137 0.0
4.4
53 0.05.3
61 0.02.1(301) (0.4)
6.8
529 0.8
10.1(444) (0.7)9.2(373) (0.6)0.9(71) (0.1)

Total domestic . . . . . . . . . . . . . . . . . . . . . . .
Foreign:
Commercial and industrial(3) . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions(4) . . . . . . . . . . . .
Government and public institutions . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

56,031

63.9

58,648

66.1

2,617

20,81910,475
317
35

23.7
11.9
0.4
0.1

19,455
10,449
177
19

21.9
11.8
0.2
0.0

(1,364) (1.8)(26) (0.1)(140) (0.2)(16) (0.1)

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

31,64636.1

30,10033.9(1,546) (2.2)

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

87,677100.0% 88,748

100.0%

1,071

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

(149)

(167)

(18)

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

¥87,528¥88,581¥ 1,053

2.2

—

Note:
(1) Banks and other financial institutions under Domestic includes mainly banks, securities companies,
insurance companies and credit card companies.
(2) Other industries under Domestic includes trade receivables and lease receivables of consolidated variableinterest entities.
(3) Commercial and industrial under Foreign includes ¥173 billion and ¥222 billion of lease receivables that arereceivables arising from direct financing leasing for the fiscal years ended March 31, 2020 and 2021,
respectively.
(4) Banks and other financial institutions under Foreign includes mainly banks and financial services
companies.
Total loans before allowance for credit losses on loans increased by ¥1,053 billion from March 31, 2020 to¥88,581 billion as of March 31, 2021. Loans to domestic borrowers increased by ¥2,617 billion to¥58,648 billion due mainly to increases in loans to manufacturing and construction and real estate, offset in partby a decrease in individuals.
Loans to foreign borrowers decreased by ¥1,546 billion from March 31, 2020 to ¥30,100 billion as ofMarch 31, 2021. The decrease in loans to foreign borrowers was due mainly to a decrease in loans to commercial
and industrial.
81Within our loan portfolio, the proportion of loans to domestic borrowers against gross total loans increased
from 63.9% to 66.1%, while that of loans to foreign borrowers against gross total loans decreased from 36.1% to33.9%. 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 thelevel 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 at March 31, 2021 was ¥78 billion and included in accrued
income.

82

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 to
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.

83

We endeavor 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, 2021, the balance ofrestructurings that are troubled debt restructurings was ¥382 billion, and the balance of restructurings that are nottroubled debt restructurings was ¥24 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, 2021 was ¥5 billion.
While we maintain basic guidelines covering restructured loans, we do not have any standardized
modification programs. Instead, we apply various modifications as is appropriate for the specific circumstancesof the obligor in question. We do not have a policy that specifically limits the number of modifications that canbe performed for a specific loan.

84

Balance of nonaccrual loans
The following table shows our nonaccrual loans as of March 31, 2020 and 2021:
As of March 31,
2020
2021
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 . . . . . . . . . . . . .

¥343

0.9%

¥ 816

1.9%

¥473

1.0%

120

3.7

142

4.3

22

0.6

58
60

0.7
3.1

63
59

0.8
3.1

5
(1)

0.1
0.0

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

581
135

1.0
0.4

1,080
144

1.8
0.5

499
9

0.8
0.1

Total nonaccrual loans . . . .

¥716

0.8

¥1,224

1.4

¥508

0.6

Nonaccrual loans increased by ¥508 billion from March 31, 2020 to ¥1,224 billion as of March 31, 2021.
Nonaccrual loans to domestic borrowers increased by ¥499 billion due mainly to downgrades related to somelarge corporate borrowers reflecting changes in business environment surrounding some domestic obligors.
Nonaccrual loans to foreign borrowers increased by ¥9 billion, with the effect of the depreciation of the yen
against other currencies contributing to approximately one-half of the ¥9 billion increase.
Reflecting the aforementioned change, the percentage of nonaccrual loans within gross total loans increased
from 0.8% as of March 31, 2020 to 1.4% as of March 31, 2021. 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
0.32% as of March 31, 2020 to 0.65% as of March 31, 2021 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 (“CECL“) on our loan portfolio in accordance with ASC 326. Additionally, as of April 1, 2020, we did notelect the fair value option for certain 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.
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 subsequent reporting period. Loan principal that management
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, 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 in “—Nonaccrual Loans—General.” Obligors in the retail portfolio segment are generally determined tobe 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.
85

We maintain an appropriate allowance for credit losses on loans to represent management’s estimate of the
expected credit losses in our loan portfolio. The 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 consistent towhat is used in our stress testing 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, it could be possible to make adjustments to thescenario. After the forecast period, we revert to long-term historical loss experience with a certain graduatedtransition period, to estimate losses over the remaining lives of financial assets measured at amortized cost andcertain off-balance-sheet instruments. The macroeconomic scenario is updated at least semiannually and isreviewed accordingly to reflect current economic conditions and our expectation of future conditions on a timely
basis. For April 1, 2020 and March 31, 2021, 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 includes the allowance forgroups of loans which were collectively evaluated for expected credit losses, in addition to the allowance forthose loans that were individually evaluated for expected credit losses. See note 4 to our consolidated 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 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 and financial
institutions.
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
86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. We incorporated theestimated impact of COVID-19 pandemic into the macroeconomic scenario by using assumptions such as
anticipated business recovery period and current forecast for the growth rate of gross domestic product.
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, 2020 and 2021:
As of March 31,
Increase
2020
2021(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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

441

651

¥ 210

¥

596
120
86,961¥ 1,113111
87,524

¥ 517
(9)
563

¥87,677¥88,748¥1,071

0.50%

¥

0.73%

Note:
(1) Accrual loans refer to loans categorized as “normal obligors” and “watch obligors (excluding special
attention obligors)” under our internal rating system.
87

0.23%

Allowance for credit losses on loans increased by ¥210 billion from March 31, 2020 to ¥651 billion as ofMarch 31, 2021 due to the recognition of expected credit losses as a result of the adoption of ASU No.2016-13.
As a result, the percentage of total allowance for credit losses on loans against gross total loans increased by 0.23
percentage points to 0.73%. For further information of the adoption of ASU No.2016-13, see notes 1 and 2 to ourconsolidated financial statements included elsewhere in this annual report.
In the fiscal year ended March 31, 2021, nonaccrual loans increased by 70.9% due mainly to an increase indomestic nonaccrual loans. Allowance for credit losses on loans increased by 47.6%.
The coverage ratio for nonaccrual loans, calculated as the percentage of total allowance for credit losses onloans against total nonaccrual loans, decreased by 8.39 percentage points as of March 31, 2021 compared to theprevious fiscal year. The decrease was due to a larger percentage increase in total nonaccrual loans than thepercentage increase in total allowance for credit losses on loans.

88Provision (credit) for credit losses on loans
The following table summarizes changes in our allowance for credit losses on loans, including a breakdownof charge-offs and recoveries by domicile and industry segment, in the fiscal years ended March 31, 2020 and
2021:
Fiscal years ended March 31,
2020
2021
(in billions of yen)

Increase(decrease)

Allowance for credit losses on loans at beginning of fiscal year . . . . . . . .
April 1, 2020 adoption of CECL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥307
—

¥441
156

¥134
156

Adjusted Balance at beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision (credit) for credit losses on loans . . . . . . . . . . . . . . . . . . . . . . . .
Charge-offs:
Domestic:
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction and real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Wholesale and retail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transportation and communications . . . . . . . . . . . . . . . . . . . . . .
Other industries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Individuals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

307
156

597
113

290
(43)

(6)
(1)
(2)
(16)
(1)
—
(5)

(19)
(1)
(4)
(10)
(3)
—
(4)

(13)
—
(2)
6
(2)
—
1

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

(31)
(13)

(41)
(38)

(10)
(25)

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

(44)

(79)

(35)

Recoveries:
Domestic:
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction and real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Wholesale and retail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Individuals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1
20
1
4
1

1
—
—
2
1

—
(20)
(1)
(2)
—

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

27
1

4
10

(23)
9

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

28

14

(14)

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

(16)
(6)

(65)
6

(49)
12

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

¥441

¥651

¥210

Note:
(1) “Others” includes primarily foreign exchange translation.
Provision for credit losses on loans decreased by ¥43 billion from March 31, 2020 to ¥113 billion atMarch 31, 2021. Provision for credit losses on loans for the fiscal year ended March 31, 2020 were larger thanthat for the fiscal year ended March 31, 2021 due mainly to the effects of the outbreak of COVID-19 pandemic
on the former. Since we adopted ASC 326 using a modified retrospective approach, ¥156 billion of transition
adjustment was recorded in Retained earnings through a cumulative-effect adjustment rather than in Provision(credit) for credit losses. For further information of the adoption of ASC 326, see notes 1 and 2 to ourconsolidated financial statements included elsewhere in this annual report.

89

Charge-offs increased by ¥35 billion from the previous fiscal year to ¥79 billion for the fiscal year ended
March 31, 2021. The increase was due mainly to increases in charge-offs of foreign loans and domestic loans tocertain borrows in manufacturing.
Investments
The majority of our investments are available-for-sale and held-to-maturity securities, which at March 31,
2020 and 2021 were as follows:
As of March 31,
2020

2021
Increase (decrease)
Net
Net
Net
unrealized
unrealized
unrealized
Amortized Fair
gains
Amortized Fair
gains
Amortized Fair
gains
cost
value
(losses)cost
value(losses)
costvalue (losses)(in billions of yen)
Available-for-sale securities:
Debt securities:
Japanese government bonds . . . . .
Other than Japanese government
bonds . . . . . . . . . . . . . . . . . . . . .

¥12,652
6,481

6,510

29

6,903

6,932

29

422

422

—

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

¥19,133¥19,113¥ (20)¥27,857¥27,853¥ (4)¥8,724¥8,740¥ 16

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

¥

¥

493

¥ 13

¥

¥

490

¥ 10

¥ —

¥

(3)

¥ (3)

382

—

414

7

25

32

7

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

¥

875

¥ 13

904

¥ 17

480

¥12,603

382
862

¥

¥ (49)¥20,954480¥20,921

407
¥

887

¥

¥(33)

¥8,302¥25¥8,318

¥

29

¥ 16

¥

4

Available-for-sale securities measured at fair value increased by ¥8,740 billion from March 31, 2020 to¥27,853 billion at March 31, 2021. This increase was due primarily to an increase in Japanese government bonds.
Held-to-maturity securities measured at amortized cost increased by ¥25 billion from March 31, 2020 to¥887 billion at March 31, 2021. 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, 2021, we had a total of¥27,853 billion of available-for-sale securities within our investments, of which ¥20,921 billion was Japanese
government bonds. We had ¥19,113 billion and ¥27,853 billion of available-for-sale securities measured at fairvalue as of March 31, 2020 and 2021, respectively, and net unrealized losses of ¥20 billion and ¥4 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. Average remaining period of our Japanese
government bond portfolio as of March 31, 2021 was approximately 1.1 years compared to 2.4 years as ofMarch 31, 2020.
90

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.
Trading Account Assets
Trading account assets decreased by ¥1,340 billion from March 31, 2020 to ¥26,753 billion at March 31,
2021. The decrease was due mainly to decreases 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 in U.S. treasury
bonds and other foreign government bonds for which the fair value option was elected due to sales andredemptions.
Liabilities
The following table shows our liabilities as of March 31, 2020 and 2021:
As of March 31,
2020
2021
(in billions of yen)

Increase(decrease)

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥144,948
250
2,263
17,971
1,424
4,914
12,417
168
69
26
249
10,346
6,998¥151,010
381
1,313
18,607
1,208
9,086
10,878
237
57
77
194
11,7067,209¥ 6,062
131
(950)
636
(216)
4,172
(1,539)
69
(12)
51
(55)
1,360
211

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

¥202,043¥211,963¥ 9,920

Total liabilities increased by ¥9,920 billion from March 31, 2020 to ¥211,963 billion as of March 31, 2021.
The increase was due primarily to increases of ¥6,062 billion in deposits, ¥3,773 billion in short-term borrowingsand ¥1,360 billion in long-term debt, offset by a decrease of ¥1,539 billion in trading account liabilities. We
analyze short-term borrowings, consisting of due to trust accounts, call money and funds purchased, payables
under repurchase agreements, payables under securities lending transactions and other short-term borrowings, on
a combined basis.

91

Deposits
The following table shows a breakdown of our deposits as of March 31, 2020 and 2021:
As of March 31,
2020
2021
(in billions of yen)

Increase(decrease)

Domestic:
Noninterest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

28,11086,651¥ 29,818
92,037¥ 1,708
5,386

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

114,761

121,855

7,094

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

2,186
28,001

2,332
26,823146(1,178)

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

30,187

29,155(1,032)

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

¥144,948¥151,010¥ 6,062

Deposits increased by ¥6,062 billion from March 31, 2020 to ¥151,010 billion at March 31, 2021. Domestic
deposits increased by ¥7,094 billion from March 31, 2020 to ¥121,855 billion at March 31, 2021. Domestic
interest-bearing deposits increased by ¥5,386 billion from March 31, 2020 to ¥92,037 billion at March 31, 2021
due mainly to increases in ordinary deposits and certificates of deposit, offset in part by a decrease in time
deposits. Domestic noninterest-bearing deposits increased by ¥1,708 billion to ¥29,818 billion at March 31, 2021
due mainly to an increase in current accounts. Foreign deposits decreased by ¥1,032 billion from March 31, 2020
to ¥29,155 billion at March 31, 2021 due mainly to a decrease in time deposits, offset in part by an increase incertificates of deposit.
Short-term Borrowings
The following table shows a breakdown of our short-term borrowings as of March 31, 2020 and 2021:
As of March 31,
2020
Domestic Foreign
Due to trust accounts . . . . . . . . . . . . . . . . . . . . . . . ¥ 250
Call money and funds purchased, and payables
under repurchase agreements and securities
lending transactions . . . . . . . . . . . . . . . . . . . . . .
6,616
Other short-term borrowings . . . . . . . . . . . . . . . . .
4,442
Total short-term borrowings . . . . . . . . . . . . . . ¥11,308¥—

15,042
472

2021
Increase(decrease)
Domestic Foreign Total Domestic Foreign Total(in billions of yen)
250 ¥ 381 ¥ — ¥ 381 ¥ 131 ¥ — ¥ 131

Total
¥

21,658
4,914

5,205
6,783

¥15,514 ¥26,822 ¥12,369

15,923
2,303

21,1289,086(1,411)
2,341

881
1,831

(530)
4,172

¥18,226 ¥30,595¥ 1,061¥2,712 ¥3,773

Short-term borrowings increased by ¥3,773 billion from March 31, 2020 to ¥30,595 billion at March 31,
2021. Domestic short-term borrowings increased by ¥1,061 billion due mainly to an increase in other short-termborrowings, offset in part by a decrease in call money. Foreign short-term borrowings increased by ¥2,712 billion
due mainly to increases in other short-term borrowings and payables under repurchase agreements.
Trading Account Liabilities
Trading account liabilities decreased by ¥1,539 billion from March 31, 2020 to ¥10,878 billion at March 31,
2021. The decrease was due mainly to a decrease in the market value of receive-variable, pay-fixed derivative
instruments based on interest rate contracts reflecting a fluctuation in long-term interest rates.

92

Equity
The following table shows a breakdown of equity as of March 31, 2020 and 2021:
As of March 31,
2020
2021
(in billions of yen)

Increase(decrease)

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

¥5,827
2,700
(9)
(6)

¥5,827
2,967
318
(7)

¥—
267
327
(1)

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

8,512
664

9,105
583

593
(81)

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

¥9,176¥9,688¥ 512

Total equity increased by ¥512 billion from March 31, 2020 to ¥9,688 billion due mainly to the change fromaccumulated other comprehensive loss, net of tax to accumulated other comprehensive income, net of tax, and anincrease in retained earnings, offset in part by a decrease in noncontrolling interests.
Retained earnings increased by ¥267 billion from March 31, 2020 to ¥2,967 billion at March 31, 2021. This
increase was due primarily to net income attributable to MHFG shareholders for the fiscal year ended March 31,
2021 of ¥582 billion, offset in part by dividend payments of ¥190 billion.
We recorded accumulated other comprehensive income, net of tax of ¥318 billion as of March 31, 2021
compared to accumulated other comprehensive loss, net of tax of ¥9 billion as of March 31, 2020. The change
was due primarily to pension liability adjustments of ¥328 billion.
Noncontrolling interests decreased by ¥81 billion from March 31, 2020 to ¥583 billion at March 31, 2021.
The decrease was due mainly to deconsolidation of certain investment funds, offset in part by increases in net
assets of certain investment funds that we consolidate.
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 currencies 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 ¥6,062 billion, or 4.2%, from the end of the previous fiscal year to¥151,010 billion as of March 31, 2021. Our average balance of deposits for the fiscal year ended March 31, 2021
of ¥152,547 billion exceeded our average balance of loans for the same period by ¥61,077 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 subordinated long-term debt for the purpose of improving our capital93

adequacy ratios, which also enhances our liquidity profile. We believe we are able to access such sources ofliquidity 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, 2021:
As of May 31, 2021
S&P

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

Moody’s

Long-term

Short-termStand-alone
credit profile

AA
A

—
A-1
A-1

—
a
a

Long-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 ourcredit 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, maintain credit lines and swap facilities denominatedin 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, the Executive Management Committee and the President & Group CEO on a regularbasis. Minimum regulatory reserve amounts, or the reserve amount deposited with the Bank of Japan pursuant toapplicable regulations that is calculated as a specified percentage of the amount of deposits held by our principal
banking subsidiaries, are excluded 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 ofliquidity reserve assets, that range from “Normal” to “Anxious” and “Crisis” categories, and take appropriate
actions based on such conditions. As of March 31, 2021, the balance of Japanese government bonds included
within our investments and measured at fair value was ¥20.9 trillion (excluding held-to-maturity securities), anda majority of this amount, which has historically not fluctuated significantly over the course of a fiscal year, wasclassified as the principal component of liquidity reserve assets.

94

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, for the fourth
quarter of the fiscal year ended March 31, 2021. The figures are calculated based on our financial statements
prepared in accordance with Japanese GAAP and the LCR guidelines established by the Financial Services
Agency. All yen figures in this table are truncated.
Fourth quarter of fiscal year
ended March 31, 2021
(in billions of yen,
except percentages)

Mizuho Financial Group (Consolidated)
Total high-quality liquid assets (“HQLA”) allowed to be included in thecalculation (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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥72,792
53,607135.8%¥69,061
51,160135.0%¥68,427
49,601137.9%¥ 1,959
1,387
141.9%¥ 1,901
1,266
151.0%For more information on LCR, see “Item 4. Information on the Company—Supervision and Regulation—
Liquidity.”
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 endorsed95

by 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 todevelop 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.
Under Basel III, capital instruments that no longer qualify as Additional Tier 1 capital or Tier 2 capital arebeing phased out beginning March 2013 by increments of 10% until becoming fully effective in March 2022.
Our existing subordinated debt issued before March 2013 (the amounts thereof included within Tier 2 capital asof March 31, 2021 being ¥168.7 billion) are subject to the phase-out arrangements.
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 2020 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
96

(“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%.
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 is phased in for Japanese G-SIBs from March 31, 2019. According to the Financial
Services Agency’s approach above, which is subject to change based on future international discussions, thepreferred resolution strategy for Covered SIBs is SPE resolution, in which resolution tools are applied to theultimate holding company of a group by a single national resolution authority, although the actual measures to betaken will be determined on a case-by-case basis considering the actual condition of the relevant Covered SIB incrisis. To implement this SPE resolution strategy effectively under the FSB’s final TLAC standards and theJapanese TLAC requirements, 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”) are required to (i) meet the minimum external TLAC requirements, and (ii) cause their material
97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 tomaintain a certain level of capital and debt recognized as having loss-absorbing and recapitalization capacity, orinternal 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 the material
subsidiaries of the relevant Covered SIBs as systemically important by the Financial Services Agency, which are
subject to the internal TLAC requirements such as subordinated debt that meet the criteria for inclusion ininternal TLAC requirements and others less any regulatory adjustments.
Under the Japanese TLAC regulations, G-SIBs are required to meet a minimum TLAC requirement of atleast 16% of the resolution group’s risk-weighted assets as from March 31, 2019 and at least 18% as fromMarch 31, 2022. Minimum TLAC must also be at least 6% of the Basel III leverage ratio denominator fromMarch 31, 2019, and at least 6.75% from March 31, 2022. In addition, Japanese G-SIBs are allowed to count theJapanese Deposit Insurance Fund Reserves in an amount equivalent to 2.5% of their consolidated risk-weighted
assets from March 31, 2019, and 3.5% of their consolidated risk-weighted assets from March 31, 2022, as theirexternal 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 fromJanuary 1, 2022. In March 2020, however, the GHOS announced that, in order to provide additional operational
capacity for banks and supervisors to respond to the immediate financial stability priorities resulting from theimpact of the coronavirus disease (COVID-19) on the global banking system, it endorsed a set of measures,
including the deferral of the implementation date of the finalized Basel III reforms by one year to
January 1, 2023, and the extension 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 will bephased in from January 1, 2023, with the initial capital floor of 50%, and will 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 and the leverage ratio buffer requirement for G- SIBs will take effect from January 1, 2023.
Following the announcement by the GHOS described above, on March 30, 2020, the Financial Services
Agency also announced that the Basel III finalization framework is scheduled to be implemented in Japan fromMarch 2023. Furthermore, the Financial Services Agency published its draft regulatory policy directions for the
implementation of the Basel III finalization framework in Japan on December 24, 2020 and the draft
amendments to the regulatory notices regarding operational risk under the Basel III finalization framework on
March 31, 2021. In June 2020, in coordination with the monetary policy of the Bank of Japan in response to theimpact of the COVID-19, the Financial Services Agency amended the leverage ratio regulations and TLAC
regulations which introduced the temporary measures to exclude amounts of deposits to the Bank of Japan from
calculation of the leverage ratio and external TLAC ratio on total exposure basis from June 30, 2020 until98March 31, 2021, due to the uncertainty on the impact of COVID-19. In March 2021, the implementation periodof such temporary measures was extended for one year until March 31, 2022. For more information, see “Item 4.
Information on the Company—Supervision and Regulation—Capital Adequacy” and “Item 4. Information on the
Company—Supervision and Regulation—Leverage Ratio.”
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 and the
additional loss absorption capacity requirement for G-SIBs and D-SIBs are not satisfied, a capital distribution
constraints plan is required to be submitted to the Financial Services Agency and carried out. The capital
distribution constraints plan is required to be considered reasonable to restore the capital buffer and include
restrictions on capital distributions, such as dividends, share buybacks 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 and Leverage Ratios
Our capital adequacy ratios and leverage ratios as of March 31, 2020 and 2021, calculated in accordancewith Japanese GAAP and the guidelines established by the Financial Services Agency, were as set forth in thefollowing table:
As ofMarch 31,
March 31,
Increase
2020
2021(decrease)(in billions of yen, except percentages)

Common Equity Tier 1 capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional Tier 1 capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥ 7,244.7
1,779.6¥ 7,849.9
1,851.9¥ 605.1
72.3

Tier 1 capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tier 2 capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9,024.4
1,697.8

9,701.9
1,683.4

677.5(14.4)

Total capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥10,722.2¥11,385.3¥ 663.1

Risk-weighted assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥62,141.2 ¥67,481.9¥5,340.7
Common Equity Tier 1 capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11.65%
11.63%(0.02)%
Required Common Equity Tier 1 capital ratio(1) . . . . . . . . . . . . . . . . . . . . . .
8.01%
8.01%
—
Tier 1 capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14.52%
14.37%(0.15)%
Required Tier 1 capital ratio(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9.51%
9.51%
—
Total capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17.25%
16.87%(0.38)%
Required total capital ratio(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11.51%
11.51%—
CET1 available after meeting the bank’s minimum capital requirements . . .
7.15%
7.13%
(0.02)%
Leverage ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.08%
4.83%(2)
0.75%
Note:
(1) The required ratios described above, as of March 31, 2020 and 2021, include the capital conservation bufferof 2.5%, the countercyclical capital buffer of 0.01%, 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 risk-weighted assets and certain other risk
amounts. These buffers and additional loss absorbency requirements are applied to us but not to our banking
subsidiaries.
99(2) As of March 31, 2021, the leverage ratio on a consolidated basis (excluding the impact of any applicable
temporary exemption of deposits with the Bank of Japan) was 4.03%.
Our total capital ratio as of March 31, 2021 was 16.87%, a decrease of 0.38 % points compared toMarch 31, 2020. Our Tier 1 capital ratio as of March 31, 2021 was 14.37%, a decrease of 0.15 % points
compared to March 31, 2020. Our Common Equity Tier 1 capital ratio as of March 31, 2021 was 11.63%, adecrease of 0.02% points compared to March 31, 2020. Our total capital ratio, Tier 1 capital ratio and Common
Equity Tier 1 capital ratio decreased due mainly to an increase in the risk-weighted assets partly as a result offunding support related to COVID-19 pandemic. We believe that we were in compliance with all capital
adequacy requirements to which we were subject as of March 31, 2021.
Principal Banking Subsidiaries
Capital adequacy ratios and leverage ratios of our principal banking subsidiaries, on a consolidated basis, asof March 31, 2020 and 2021, 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,
March 31,
2020
2021

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Increase(decrease)11.39%
14.50%
17.29%
4.02%

11.11%
14.05%
16.57%
4.67%(0.28)%(0.45)%(0.72)%
0.65%

23.64%
23.66%
23.74%
6.79%

28.94%
28.94%
28.94%
11.41%

5.30%
5.28%
5.20%
4.62%

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, 2021.
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
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-consolidate 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, 2021, that our
securities subsidiary in Japan was in compliance with all capital adequacy requirements to which it was subject.
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
100

following tables show the contractual or notional amounts of our guarantees and undrawn commitments as ofMarch 31, 2020 and 2021:
As of March 31,
Increase
2020
2021(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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥ 2,456
301
110
2,314
59
446
21,756¥ 2,730
348
79
2,390
28
480
23,933

¥

274
47
(31)
76
(31)
34
2,177

As of March 31,
Increase
2020
2021(decrease)(in billions of yen)

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

¥76,633
690¥93,999797¥17,366
107

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

¥77,323¥94,796¥17,473

See note 23 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 24 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, 2021:
Due in one
year or lessDue from
one year to
two years

Due from
Due from
Due from
two years to three years to four years to
three years
four years
five years(in billions of yen)Time deposits . . . . . . . . . . .
Certificates of deposit . . . .
Long-term debt . . . . . . . . . .
Finance leases . . . . . . .
Operating leases . . . . . . . . .

¥31,711
16,871
1,380
595¥1,534
164
1,348
3
64

¥1,154
73
811
1
57

¥ 356
84
1,366
—
50

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

¥50,057¥3,110¥2,095¥1,856

Due after
five years

Total

¥353
1
580
—
41

¥ 200
—
6,221
—
357

¥35,308
17,193
11,7069664¥975¥6,778¥64,871

Notes:(1) Contribution paid to our pension plans, which is not included in the above table, is expected to beapproximately ¥31 billion in the fiscal year ending March 31, 2022, 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) The amount of unrecognized tax benefits, which is not included in the above table, was ¥4.4 billion, of
which ¥1.5 billion was interest and penalties, as of March 31, 2021. For further information, see note 19 toour consolidated financial statements included elsewhere in this annual report.
Recent Accounting Pronouncements
See note 2 to our consolidated financial statements included elsewhere in this annual report.

102

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, 2021
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥9,105.3¥ 581.7

53.8(108.4)193.6
183.5(270.2)163.9(79.6)
90.6
69.8(158.6)
—
12.7

84.9
(526.1)
16.9(83.3)
56.8
(5.6)
0.7
153.2
126.3
42.1
27.6
(4.2)

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

¥9,256.4¥ 471.0

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.
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.
103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.
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 by104considering 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, it could be possible to make adjustments 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 the remaining 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.
Under U.S. GAAP, the fair value of a non-monetary asset acquired in exchange for another non-monetary
asset is generally deemed to be the new cost of the asset acquired in the exchange, and a gain or loss isrecognized on the exchange. Under Japanese GAAP, the cost of the asset surrendered is assigned to the newly
acquired asset in certain types of exchange transactions, resulting in no gains or losses.
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.
105

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, 2021, a subsidiary of ours partially withdrew assets from employee
retirement benefit trusts, which were established for the payment of employees’ severance pay and retirement
pensions. Under U.S. GAAP, no gains or losses have been recognized as a consequence of this transaction.
See note 20 to our consolidated financial statements included elsewhere in this annual report for further
discussion.
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 24 to our consolidated financial statements
included elsewhere in this annual report for further discussion.
106

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.

107

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 as of July 1, 2021:
Name

Age

Director TypeChairof the Board

Nominating

Tatsufumi Sakai . . . . . . . . .
Seiji Imai . . . . . . . . . . . . . .
Makoto Umemiya . . . . . . . .
Motonori Wakabayashi . . .
Nobuhiro Kaminoyama . . .
Yasuhiro Sato . . . . . . . . . . .
Hisaaki Hirama . . . . . . . . . .
Tatsuo Kainaka . . . . . . . . . .
Yoshimitsu Kobayashi . . . .
Ryoji Sato . . . . . . . . . . . . . .
Takashi Tsukioka . . . . . . . .
Masami Yamamoto . . . . . .
Izumi Kobayashi . . . . . . . .

61
59
56
56
53
69
58
81
74
74
70
67
62

Executive(1)Executive(1)Executive(1)Executive(1)Executive(1)Non-executive(2)Non-executive(2)Independent(3)Independent(3)Independent(3)Independent(3)Independent(3)Independent(3)

—
—
—
—
—
—
—
—
—
—
—
—
Chair

—
—
—
—
—
—
—
Chair
Member—MemberMemberMemberCommittee Membership
Compensation
Audit

—
—
—
—
—
—
—
Member——Member
Chair
—

—
—
—
—
—
—
MemberMember—MemberChair——

Risk(4)

—
—
—
—
—
—
Chair
—
—
—
—
—
MemberNotes:(1) Directors concurrently serving as executive officers.
(2) Directors not concurrently serving as executive officers, employees or executive directors of Mizuho
Financial Group or its subsidiaries.
(3) 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 and by Mizuho Financial
Group.
(4) Risk Committee consists of the two directors and two outside experts, who are not directors.
The directors’ current positions, key business experiences in the past and major concurrent offices (if any)
are as follows:
Mr. Tatsufumi Sakai has been the President & Group CEO (Representative Executive Officer) andMember of the Board of Directors since April 2018 and June 2018, respectively. Previously, he had been
President & CEO of Mizuho Securities from April 2016 to April 2018; Head of International Banking Unit from
April 2014 to April 2016; and Head of Investment Banking Unit from April 2013 to April 2014. He concurrently
serves as Member of the Board of Directors at each of Mizuho Bank, Mizuho Trust & Banking, and Mizuho
Securities.
Mr. Seiji Imai has been Deputy President & Senior Executive Officer / Head of Global Corporate Company
and Member of the Board of Directors since April 2021 and June 2021, respectively; and has been Head ofCorporate & Institutional Company and Representative Executive Officer since April 2020. Previously, he had
been Head of Global Products Unit from April 2020 to April 2021; Head of Global Corporate Company from
April 2018 to April 2020; and Head of Asia & Oceania from April 2016 to April 2018.
Mr. Makoto Umemiya has been Senior Executive Officer / Head of Financial Control & Accounting Group(Group CFO) and Member of the Board of Directors since April 2017 and June 2017, respectively. Previously,
he had been General Manager of Financial Planning Department from April 2014 to April 2017. He concurrently
serves as Deputy President & Executive Officer of Mizuho Bank and Mizuho Trust & Banking.
108

Mr. Motonori Wakabayashi has been Senior Executive Officer / Head of Risk Management Group (GroupCRO) and Member of the Board of Directors since April 2019 and June 2019, respectively. Previously, he had
been 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 from April 2016 to April 2018. He concurrently serves as
Deputy President & Executive Officer of Mizuho Bank and Mizuho Trust & Banking; and Member of the Boardof Directors of Mizuho Research & Technologies, Ltd.
Mr. Nobuhiro Kaminoyama has been Senior Executive Officer / Head of Human Resources Group (Group
CHRO) 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 Officerof Mizuho Bank and Mizuho Trust & Banking.
Mr. Yasuhiro Sato has been a non-executive Member of the Board of Directors and Chairman (Kaicho)
since June 2018. Previously, he had been President & Group CEO from June 2011 to April 2018; andPresident & CEO of Mizuho Bank / the former Mizuho Corporate Bank from April 2009 to April 2014.
Note: Chairman (Kaicho) Sato 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 from April 2017 to April 2019; Executive
Officer, General Manager of Nagoya Corporate Branch of Mizuho Bank from April 2015 to April 2017; andExecutive Officer, General Manager of Marunouchi-Chuo Branch Division No.1 of Mizuho Bank from April
2014 to April 2015.
Mr. Tatsuo Kainaka has been Member of the Board of Directors since June 2014. Previously, he had been
Superintending Prosecutor of the Tokyo High Public Prosecutors Office and Justice of the Supreme Court. He
concurrently serves as Attorney-at-law at Takusyou Sogo Law Office and Corporate Auditor (External) of
Oriental Land Co., Ltd.
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 Director of the Board of Mitsubishi Chemical Holdings Corporation; and Member of theBoard of The KAITEKI Institute, Inc.; and Chairman of the Board of Directors (Outside Director) of Tokyo
Electric Power Company Holdings, Inc.
Mr. Ryoji Sato has been Member of the Board of Directors since June 2020. Previously, he had been CEO
of Deloitte Touche Tohmatsu LLC. He concurrently serves as Audit & Supervisory Board Member of Nippon
Life Insurance Company.
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 Special Advisor of Idemitsu Kosan Co.,Ltd.
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.; Outside Director of MITSUI & CO., LTD.; and Outside Director of
OMRON Corporation.
109

Executive Officers
Shown below are information regarding the executive officers of Mizuho Financial Group as of July 1,
2021:
Name

Age

Title

Area of Oversight

Tatsufumi Sakai(1) . . . . . . . 61 President & CEO(2)Seiji Imai(1) . . . . . . . . . . . . . 59 Deputy President & Senior
Executive Officer(2)Satoshi Ishii . . . . . . . . . . . . . 57 Senior Executive Officer(2)Masahiro Otsuka . . . . . . . . . 59 Senior Executive Officer
Naofumi Fuke . . . . . . . . . . . 63 Senior Executive Officer
Masatoshi Yoshihara . . . . . . 58 Senior Executive Officer
Yasuhiro Shibata . . . . . . . . . 57 Senior Executive Officer
Masamichi Ishikawa . . . . . . 57 Senior Executive Officer
Masahiro Kihara . . . . . . . . . 55 Senior Executive Officer

Yasuhiko Ushikubo . . . . . . . 54 Senior Executive Officer
Naoshi Inomata . . . . . . . . . . 54 Senior Executive Officer
Makoto Umemiya(1) . . . . . . 56 Senior Executive Officer
Motonori Wakabayashi(1) . . 56 Senior Executive Officer
Nobuhiro Kaminoyama(1) . . 53 Senior Executive Officer
Koji Yonei . . . . . . . . . . . . . . 59 Senior Executive Officer
Masaomi Takada . . . . . . . . . 54 Senior Executive Officer
Hisashi Kikuchi . . . . . . . . . . 55 Senior Executive Officer

Chief Executive Officer of Mizuho group(Group CEO)
Head of Corporate & Institutional Company /Head of Global Corporate Company
Group Chief Digital Innovation Officer (Group
CDIO)/ Head of IT & Systems Group (GroupCIO)/ Head of Operations Group (Group COO)
Head of Retail & Business Banking Company
Co-Head of Retail & Business Banking
Company
Co-Head of Global Markets Company
Co-Head of Global Markets Company
Head of Asset Management Company / Deputy
Head of Strategic Planning Group
Head of Global Products Unit / Deputy Head ofCorporate & Institutional Company / Deputy
Head of Global Corporate Company
Head of Research & Consulting Unit
Head of Strategic Planning Group (Group CSO)
Head of Financial Control & Accounting Group(Group CFO)
Head of Risk Management Group (Group CRO)
Head of Human Resources Group (GroupCHRO)
Co-Head of IT & Systems Group
Head of Compliance Group (Group CCO)
Head of Internal Audit Group (Group CA)

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. Tatsufumi Sakai, Seiji imai, Makoto Umemiya, Motonori Wakabayash,
and Nobuhiro Kaminoyama, see “—Directors.”
Mr. Satoshi Ishii has been Senior Executive Officer / Group Chief Digital Innovation Officer (Group
CDIO), Head of IT & Systems Group (Group CIO) and Head of Operations Group (Group COO) since June 2019and has been Representative Executive Officer since April 2020. Previously, he had been Head of Business
Promotion of Mizuho Bank from April 2017 to April 2019; and Head of Human Resources Group (Group
CHRO) from April 2015 to April 2017. He concurrently serves as Deputy President & Executive Officer ofMizuho Bank and Member of the Board of Directors of Mizuho Research & Technologies, Ltd.
Mr. Masahiro Otsuka has been Senior Executive Officer / Head of Retail & Business Banking Company
since April 2019. Previously, he had been Deputy President of Mizuho Research Institute Ltd. from May 2017 to110

April 2019; Deputy Head of Retail & Business Banking Company or in charge of similar responsibilities from
April 2015 to April 2017; and General Manager of Retail Banking Coordination Division from April 2012 toApril 2015. He concurrently serves as President & CEO of Mizuho Research & Technologies, Ltd.
Mr. Naofumi Fuke has been Senior Executive Officer / Co-Head of Retail & Business Banking Company
since April 2020. Previously, he had been Head of Retail & Business Banking Division of Mizuho Securities orin charge of similar responsibilities from May 2016 to April 2021; Chairman (Representative Director) of Nikko
Systems Solutions, Ltd. from April 2014 to April 2016; and Senior Executive Managing Director of Nikko
Cordial Securities Inc. / SMBC Nikko Securities Inc. from December 2008 to April 2014.
Mr. Masatoshi Yoshihara has been Senior Executive Officer / Co-Head of Global Markets Company sinceApril 2020. Previously, he had been Deputy Head of Global Markets Company or in charge of similar
responsibilities; and Executive Officer, General Manager of International Treasury Division of Mizuho Bank.
Mr. Yasuhiro Shibata has been Senior Executive Officer / Co-Head of Global Markets Company sinceApril 2020. Previously, he had been Head of Global Markets Division of Mizuho Securities from April 2019 toApril 2020; Deputy President of Mizuho Securities USA LLC from December 2017 to April 2019; and Co-Headof Fixed Income Business Division of Mizuho Securities from April 2016 to December 2017. He concurrently
serves as Managing Executive Officer of Mizuho Bank and Mizuho Trust & Banking.
Mr. Masamichi Ishikawa has been Senior Executive Officer / Head of Asset Management Company sinceApril 2020 and Deputy Head of Strategic Planning Group. Previously, he had been Director, Managing Executive
Officer of Asset Management One Co., Ltd. from October 2016 to April 2020; and General Manager of AssetManagement Coordination Division or in charge of similar responsibilities from April 2015 to October 2016. He
concurrently serves as Managing Executive Officer of Mizuho Bank.
Mr. Masahiro Kihara has been Senior Executive Officer / Head of Global Products Unit, Deputy Head ofCorporate & Institutional Company and Deputy Head of Global Corporate Company since April 2021.
Previously, he had been Head of Strategic Planning Group of Mizuho Securities from April 2020 to April 2021
and Head of Financial Control & Accounting Group of Mizuho Securities or in charge of similar responsibilities
from April 2018 to April 2021. He concurrently serves as Managing Executive Officer of Mizuho Bank.
Mr. Yasuhiko Ushikubo has been Senior Executive Officer / Head of Research & Consulting Unit sinceApril 2020. Previously, he had been Deputy Head of Research & Consulting Unit from April 2019 to April 2020;
and General Manager of Industry Research Department from April 2016 to April 2019. He concurrently serves as
Managing Executive Officer of Mizuho Bank; and Member of the Board of Directors, Deputy President &Executive Officer of Mizuho Research & Technologies, Ltd.
Mr. Naoshi Inomata has been Senior Executive Officer / Head of Strategic Planning Group (Group CSO)
since April 2020. Previously, he had been In charge of Specially Assigned Matters from April 2019 to April
2021. He concurrently serves as Managing Executive Officer of Mizuho Bank and Mizuho Trust & Banking.
Mr. Koji Yonei has been Senior Executive Officer / Co-Head of IT & Systems Group since July 2021.
Previously, he had been Vice President, COO of MI Digital Services Co., Ltd; and Deputy 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.
Mr. Masaomi Takada has been Senior Executive Officer / Head of Compliance Group (Group CCO) sinceApril 2020. Previously, he had been General Manager of Executive Secretariat from April 2016 to April 2020.
He concurrently serves as Managing Executive Officer of Mizuho Bank and Mizuho Trust & Banking.
Mr. Hisashi Kikuchi has been Senior Executive Officer / Head of Internal Audit Group (Group CA) sinceApril 2020. Previously, he had been Head of Strategic Planning Group (Group CSO) from April 2018 to April
111

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 Member of the Board of Directors (Audit &Supervisory Committee Member) of Mizuho Bank, Mizuho Trust & Banking and Mizuho Securities; andAudit & Supervisory Board Member of Mizuho Research & Technologies, Ltd.
No family relationship exists among any of the directors and executive officers.
6.B. Compensation
Mizuho Financial Group transformed from a Company with Audit & Supervisory Board into a Company
with Three Committees on June 24, 2014. The following provides information before and after thetransformation.
Before the transformation, in accordance with the Companies Act, as a Company with Audit & Supervisory
Board, compensation for directors and audit & supervisory board members, including bonuses, retirement
allowances and incentive stock options, needed to be approved at general meetings of shareholders, as the articles
of incorporation did not specify otherwise. The shareholders’ approval specified the upper limit of the aggregate
amount of compensation and included the description of benefits in kind. Compensation for a director or audit &supervisory board member was fixed by the Board of Directors or by consultation among audit & supervisoryboard members in accordance with Mizuho Financial Group’s internal regulations and practice and, in the case ofretirement allowances, generally reflected the position of the director or audit & supervisory board member at thetime of retirement, the length of his service as a director or audit & supervisory board member and his
contribution to the company’s performance.
After the transformation, in accordance with the Companies Act, as a Company with Three Committees,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 consist of 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, 2021 (basic salaries, stock compensation I (paid or expected to be paid at the time of retirement) andothers) and March 31, 2020 (performance payments and stock compensation II (paid during the term in office))are shown on the following table:

Classification

Directors . . . . . .
Executive
officers as
defined in the
Companies
Act . . . . . . . .

Aggregate Amounts of Compensation by Type (in millions of yen)
For the fiscal year ended
For the fiscal year ended
March 31, 2021
March 31, 2020
Stock
Compensation I(paid orStockexpected to beCompensation II
Aggregate
paid at the time
Performance (paid during theAmount ofof retirement)
Other
Payments
term in office)Compensation Basic Salaries
Number of (in millions of Number
NumberNumberNumberNumber
Persons
yen)
of
of
of
of
of
(Note 2)
(Note 3)
Persons Amount Persons Amount Persons Amount Persons Amount Persons Amount

10

242

10

210

8

31

10

0

—

—

—

—

20

1,054

16

674

16

71

16

0

12

165

12

142

112

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, 2020 and 2021 arestated.
(3) With respect to the amounts, the aggregate amounts paid or expected to be paid for the fiscal years ended
March 31, 2020 and 2021 are stated.
(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) Two directors who resigned as of June 25, 2020 are included in the number of directors in the “Basic
Salaries” and “Other” columns for the fiscal year ended March 31, 2021. Four executive officers as definedin the Companies Act who retired as of April 1, 2020 are included in the number of executive officers in the“Performance Payments” and “Stock Compensation II” columns for the fiscal year ended March 31, 2020.
(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 2020 based on each position, as the stock
ownership points granted for the fiscal year ended March 31, 2021 (one (1) point translates into one(1) share of common stock of Mizuho Financial Group) by the book value of Mizuho Financial Group stock(¥1,369.231 per share).
(7) The condolence money premiums subsidies concerning the fiscal year ended March 31, 2021 are included in
the above table as “Other,” which are based on the decision by the Compensation Committee.
(8) Because the amount of the performance payments and stock compensation II to be paid with respect to thefiscal year ended March 31, 2021 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. The metric for such performance payments and stockcompensation II for the fiscal year ended March 31, 2021 was our consolidated net business profits and net
gains or losses related to ETFs and others. The target amount and result of such metric were ¥570.0 billionand ¥799.7 billion, 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 2020 as theperformance payments for the fiscal year ended March 31, 2020 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 2020 based on each position and performance, as the stock
ownership points granted for the fiscal year ended March 31, 2020 by the book value of Mizuho Financial
Group stock (¥1,369.231 per share). Stock Compensation for the fiscal year ended March 31, 2020 is
expected to be paid as deferred payments over three years from the fiscal year ending March 31, 2022.

113

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:

Name(Classification)
Tatsufumi Sakai(Executive officer
as defined in the
Companies Act)

Aggregate
Amount ofCompensation(in millions of yen)

151

Aggregate Amounts of Compensation by Type (in millions of yen)
For the fiscal year ended
For the fiscal year ended
March 31,2021
March 31, 2020
Stock
Compensation I(paid orStockexpected to beCompensation II
paid at the time
Performance (paid during the
Basic Salaries of retirement) Other Payments
term in office)Company
Mizuho Financial Group
Mizuho Bank
Mizuho Trust & Banking
Mizuho Securities

74
4
1
2

13
0
0
0

0
—
—
—

23
1
0
0

23
1
0
0

Note:
(1) Fractions are rounded down.
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, 2021.
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,
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, 2021.
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
114

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, 2021.
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, 2021.
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, 2021.
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, 2021.
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, 2021.
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 each115

individual director, executive officer and specialist officer (“Officers, etc.”) of Mizuho Financial Group as wellas 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 individual director and executive officer (the “Officers”) and function as an incentive foreach of the Officers to exercise their designated 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 stablecorporate growth, based on our basic management policies under our corporate philosophy.
Executive Compensation System
1.

Executive compensation for each Officer 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.

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 Officers, etc., shall, in principle, consist of a “Basic Salary,” “Performance Payment” and“Stock Compensation.”116

(1) “Basic Salaries” shall factor in the function and responsibility of each Officer, etc., in addition to thestandard amount for each position, and payment will be made monthly in cash.
(2) “Performance Payments” shall be made as a monetary incentive for Officers, etc., to achieve the annual
budget and as compensation for their achievement. The payment thereof shall reflect the results oforganizations (our in-house companies and units, etc.) that each Officer, etc., is in charge of and theperformance of each Officer, etc., in addition to the standard amount for each position. A system shallbe adopted which, based on resolution by the Compensation Committee, etc., enables certain amountsof deferred payments of the performance payments over three years, as well as a decrease or forfeitureof the deferred amount depending on performance, etc., of the company or the individual.
(3) “Stock Compensation” shall be paid in the form of shares of common stock of Mizuho Financial Groupconsisting of “Stock Compensation I” and “Stock Compensation II,” (together “Stock Compensation I
and II”) acquired from the stock market through a trust with an aim to align the interests of Officers,etc., with those of the shareholders and increase the incentive to enhance corporate value.
(a) “Stock Compensation I” shall be paid at the time of retirement of each Officer, etc., in the form ofshares of common stock of Mizuho Financial Group calculated based on each position. A systemshall be adopted which enables a decrease or forfeiture of the amount by resolution of theCompensation Committee, etc., depending on performance of the company or the individual.
(b) “Stock Compensation II” shall be paid in accordance with the status of achieving our Five-YearBusiness Plan in addition to the standard amount for each position. A system shall be adopted
which enables the entire amount of deferred payments over three years, as well as a decrease orforfeiture of the deferred amount by resolution of the Compensation Committee, etc., dependingon performance of the company or the individual.
Among the Officers, etc., the compensation system for the directors, the executive officers as defined in the
Companies Act, the executive officers as defined in our internal regulations (the “Officers Responsible for
Business Execution”) shall be separate from the compensation system for the directors responsible formanagement supervision (“Non-Executive Officers Responsible for Management Supervision”).
1)

The basic compensation system for Officers Responsible for Business Execution shall be a “Basic
Salary,” “Performance Payment” and “Stock Compensation I and II.”(a) The composition ratio of compensation is determined in accordance with the roles andresponsibilities of Officers and is determined so that the composition ratio of fixed compensation
for Group CEO is minimized.
(b) “Performance Payment” shall be paid, in principle, within the range of 0% to 170% of thestandard amount for each position.
(c) “Stock Compensation II” shall be paid, in principle, within the range of 0% to 130% of thestandard amount for each position.

2)

The compensation for Non-Executive Officers Responsible for Management Supervision, in principle,
shall be in the form of fixed compensation from the perspective of ensuring the effectiveness of thesupervisory function. The compensation system shall consist of “Basic Salaries” and “Stock
Compensation I,” and the composition shall, in principle, be 85% and 15% for “Basic Salaries” and“Stock Compensation I,” respectively.

There are cases where compensation for some personnel, including those officers recruited locally incountries other than Japan, may be designed individually in compliance with local compensation regulations
while taking into consideration local compensation practices, compensation levels of our competitors and the
responsibilities, business characteristics and market value, etc., of each respective officer. For cases wherecompensation is designed individually, payment of compensation is also made in accordance with the117performance of the company or the individual. Payment of compensation is designed to avoid excessive risktaking through a system which enables certain amount or a portion of deferred payments and non-monetary
payments such as stock, as well as a decrease or forfeiture of the deferred amount depending on the performance,
etc., of the company or the individual.

118

The following diagram shows our executive compensation structure.
«Composition of Compensation»

119

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 will
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 realize120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, andsupervising the execution of duties by directors and executive officers. In order to fulfill the roles mentioned
above, the Board of Directors shall appropriately establish and supervise the operation of the internal control
systems (regarding matters such as risk management, compliance and internal auditing) and risk governancesystems of our group. The Board of Directors shall, in principle, delegate to the President & CEO, who is also theGroup CEO, decisions on business execution (excluding matters that are legally required to be determined solely
by the Board of Directors), for the purpose of realizing swift and flexible decision-making and expeditious
corporate management and strengthening the supervision of 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 13 directors (six outside directors, twoInternal Non-Executive Directors and five directors concurrently serving as executive officers).
The Chairman 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 Chairman of the Board of Directors.
The Board of Directors held 15 meetings in the fiscal year ended March 31, 2021. In particular, the Board
had discussions for the progress of our structural reforms and our sustainability initiatives. The averageattendance rate was 100%.
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.
121

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 Chairman of the Nominating Committee shall be an outside director, and in principle its members shallbe 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 Chairman, are outside directors. As of June 23, 2021, the members of the Nominating Committee
are Mr. Tatsuo Kainaka (Chairman), Mr. Yoshimitsu Kobayashi, Mr. Takashi Tsukioka, Mr. Masami Yamamoto
and Ms. Izumi Kobayashi.
The Nominating Committee held seven meetings in the fiscal year ended March 31, 2021. In particular, theCommittee received reports on the status of formulation and operation of the succession plan as well as thehuman resources development and had discussions on director nomination and appointment for the fiscal year
ending March 31, 2022 at Mizuho Financial Group and 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 Chairman 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 Chairman, are outside directors. As of June 23, 2021, the membersof the Compensation Committee are Mr. Masami Yamamoto (Chairman), Mr. Tatsuo Kainaka and Mr. Takashi
Tsukioka.
The Compensation Committee held five meetings in the fiscal year ended March 31, 2021. In particular, theCommittee reviewed the revision of the basic policy on executive compensation in light of domestic andinternational regulations, as well as economic and social conditions, and discussed the ideal form of executive
compensation in order to maximize the roles that each director and executive officer should fulfill. The averageattendance 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
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 internal122

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 Group Chief Auditor, 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 Chairman shall be outside directors. Currently, among the four members of the Audit
Committee, one member is appointed among Internal Non-Executive Directors as full-time members of the Audit
Committee, and three members including the Chairman are appointed among outside directors. As of June 23,
2021 the members of the Audit Committee are Mr. Takashi Tsukioka (Chairman), Mr. Tatsuo Kainaka,
Mr. Ryoji Sato and Mr. Hisaaki Hirama.
The Audit Committee held 17 meetings in the fiscal year ended March 31, 2021. In particular, theCommittee confirmed the effectiveness of the Structure for Ensuring Appropriate Conduct of Operations(internal control system) and provided relevant opinions. 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 shall advise the Board of Directors regarding decision-making and supervision
relating to risk governance and supervision 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 Internal
Non-Executive Director, who serves as the Chairman, an outside director, and two outside experts.
The Risk Committee held eight meetings in the fiscal year ended March 31, 2021. In particular, theCommittee had discussions on the risks of climate change, acknowledgement of overseas risks by region
and the operation of risk appetite framework in the fiscal year ending March 31, 2022. The averageattendance rate was 100%.

•

Human Resources Review Meeting
The Human Resources Review Meeting shall deliberate over plans for the appointment and dismissal ofMizuho 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.
123

The Human Resources Review Meeting shall comprise the members of the Nominating Committee, themembers of the Compensation Committee, and the Group CEO from the perspective of ensuringtransparency and fairness in the appointment of executive officers.
The Human Resources Review Meeting was held 10 times in the fiscal year ended March 31, 2021. In
particular, the Meeting received reports on the status of formulation and operation of the succession planand had discussions on the appointment of executive officers for the fiscal year ending March 31, 2022
at Mizuho Financial Group and the Three Core Companies. 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 was held once in the fiscal year ended March 31, 2021. In particular, theSession had discussions on the management of the Board of Directors and the medium-to long-term
issues. 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 executiondelegated by a resolution of the Board of Directors and implementing business execution of Mizuho Financial
Group.
Mizuho Financial Group shall appoint as executive officers the Group CEO and, in principle, all heads of
In-house Companies, Units and Groups 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.
While the President & CEO is responsible for business execution at Mizuho Financial Group, after the
President & CEO makes decisions on matters delegated by the Board of Directors, determined matters shall bereported to the Board of Directors at least once every three months as part of the status of the execution of duties.
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.
124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, listedcompanies that have less than two independent outside directors must disclose the reason for it. Currently, all ofMizuho Financial Group’s outside directors meet such independence 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”
in this 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, 2019, 2020 and 2021, we had 59,132, 57,264 and 54,492 employees, respectively, on aconsolidated basis, including overseas local staff but excluding advisers and temporary employees. We also had
an average of approximately 15,309 temporary employees during the fiscal year ended March 31, 2021.
The following tables show our full-time employees as of March 31, 2021 and the average number of
temporary employees for the fiscal year ended March 31, 2021, 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

22,522
2,259
9,181
1,307
1,567
17,656

9,456
287
59
65
119
5,323

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

54,492

15,309Percentage offull-time employees

Average percentage of
temporary employees

Business segment

Location

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

90.4%
3.5%
1.6%
4.5%

99.7%
0.0%
0.2%
0.1%

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

100.0%

100.0%

Most of our full-time non-management employees in Japan are members of a labor union. Outside Japan,
some of our employees are members of local unions. We consider our labor relations with employees to be good.
125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 July 1, 2021: 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

Tatsufumi Sakai . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Seiji Imai . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Makoto Umemiya . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Motonori Wakabayashi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nobuhiro Kaminoyama . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Yasuhiro Sato . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Hisaaki Hirama . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tatsuo Kainaka . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Yoshimitsu Kobayashi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ryoji Sato . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Takashi Tsukioka . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Masami Yamamoto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Izumi Kobayashi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Executive Officers

Tatsufumi Sakai . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Seiji Imai . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Satoshi Ishii . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Masahiro Otsuka . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Naofumi Fuke . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Masatoshi Yoshihara . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Yasuhiro Shibata . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Masamichi Ishikawa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Masahiro Kihara . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Yasuhiko Ushikubo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Naoshi Inomata . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Makoto Umemiya . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Motonori Wakabayashi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nobuhiro Kaminoyama . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Koji Yonei . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Masaomi Takada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Hisashi Kikuchi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

39,74021,908
9,686
8,730
570
105,452
19,953
4,017
1,256
1,128
—
7,334
2,778

Potential number of
additional shares to be held

49,152
27,75817,60019,394
8,054
61,54010,095
4,070
1,700
1,700
—
2,950
4,070

Actual number ofshares held

Potential number of
additional shares to be held

See above
See above
35,783
16,473
12,602
16,877
2,906
7,984
2,194
1,852
—
See above
See above
See above
24,240
1,691
10,104

See above
See above
26,86718,30736,72017,42621,142
2,360
13,772
13,612
9,479
See above
See above
See above
6,953
11,405
16,917

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.”126

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 5% of the amounts contributed by the participating
employees. The following table shows the number of shares that the plan held as of March 31, 2021:
As of March 31, 2021
Plan

Mizuho Employee Stock Ownership Plan . . . . . .

Employer companies

Number ofshares owned

Mizuho Financial Group
Mizuho Bank
Mizuho Trust & Banking
Mizuho Research InstituteMizuho Information & Research InstituteTotal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

11,698,881

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, 2021:

Name

As of March 31, 2021
Number ofPercentage ofshares owned
outstanding shares

The Master Trust Bank of Japan, Ltd. (trustee account) . . . . . . . . . . . . . . . . . . .
Custody Bank of Japan, Ltd. (trustee account) . . . . . . . . . . . . . . . . . . . . . . . . . . .
State Street Bank West Client – Treaty 505234 . . . . . . . . . . . . . . . . . . . . . . . . . .
Custody Bank of Japan, Ltd. (trustee account 5) . . . . . . . . . . . . . . . . . . . . . . . . .
Custody Bank of Japan, Ltd. (trustee account 6) . . . . . . . . . . . . . . . . . . . . . . . . .
Custody Bank of Japan, Ltd. (trustee account 7) . . . . . . . . . . . . . . . . . . . . . . . . .
Custody Bank of Japan, Ltd. (trustee account 1) . . . . . . . . . . . . . . . . . . . . . . . . .
JP Morgan Chase Bank 385781 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Custody Bank of Japan, Ltd. (trustee account 4) . . . . . . . . . . . . . . . . . . . . . . . . .
Custody Bank of Japan, Ltd. (taxable trust money account) . . . . . . . . . . . . . . . .

210,539,400
114,941,800
41,977,995
41,106,300
36,427,700
33,474,400
32,692,100
30,723,102
26,582,760
26,416,350

8.29
4.53
1.65
1.62
1.43
1.32
1.29
1.21
1.05
1.04

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

594,881,907

23.43

As of March 31, 2021, there were 215 record holders of our common stock with addresses in the UnitedStates, whose shareholdings represented approximately 9% of our outstanding common stock on that date.
Because some of these shares were held by brokers or other nominees, the number of record holders withaddresses in the United States might not fully reflect the number of beneficial owners in the United States.
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, 2021, such transactions included, but were not limited to, call money, loans, deposits, guarantees andforeign exchange transactions, those transactions were immaterial and were made on substantially 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.
127During the fiscal year ended March 31, 2021, none of the directors or executive officers, and none of theclose members of their respective families, had any transactions that are material or any transactions that are
unusual in their nature or conditions, involving goods, services or tangible or intangible assets, to which we were,are or will be a party, and there were no such transactions proposed as of March 31, 2021.
During the fiscal year ended March 31, 2021, no loans were made to the directors or executive officers otherthan 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
We implemented disciplined capital management by pursuing the optimal balance between strengthening of
stable capital base and steady returns to shareholders. Our shareholder return policy was maintaining the current
level of dividends for the time being while aiming to strengthen our capital base further to enhance returns toshareholders at an early stage.
Based on the above policy, annual cash dividends for the fiscal year ended March 31, 2021 were ¥75 pershare of common stock (each of interim and year-end cash dividends was ¥37.5 per share of common stock(interim cash dividends reflected the impact from the share consolidation of the shares of common stock on thebasis of one post-consolidation share per ten pre-consolidation shares effective as of October 1, 2020)), which
was the same amount as the previous fiscal year.
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. Annual cash dividends for the fiscal year
ended March 31, 2021 were decided by a resolution of our Board of Directors.
In response to the development of our capital accumulation, we changed our thoughts with regard to capitalmanagement and decided to pursue the optimum balance between capital adequacy, growth investment andenhancement of shareholder return. Our new shareholder return policy is progressive dividends being ourprincipal approach while executing flexible and intermittent share buybacks. As for the dividends, we will decide128

them based on the steady growth of our stable earnings base, taking 40% of the dividend payout ratio as a guide
into consideration. As for share buybacks, we will determine them with considering our business results andcapital adequacy, our stock price and the opportunities for growth investment.
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 First Section of the Tokyo Stock
Exchange. Our shares have been listed on the First Section of the Tokyo Stock Exchange, under the code “8411,”
since our establishment as the holding company of the Mizuho group on March 12, 2003, as the successor to
Mizuho Holdings.
Our ADSs have been listed on the New York Stock Exchange since November 8, 2006 and are quoted under
the ticker symbol “MFG.”
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.
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.
129

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, 2021, 2,539,249,894 shares of common stock were issued.
The ordinary general meeting of shareholders held on June 25, 2020 approved the share consolidation in
respect of common stock on the basis of one post-consolidation share per ten pre-consolidation shares and apartial amendment to the articles of incorporation to decrease the number of shares of common stock authorized
to be issued to 4,800,000,000, and such share consolidation and the decrease of the number of shares of common
stock authorized to be issued became effective on October 1, 2020.
Where relevant to the common stock, provisions of our preferred stock are also described below.
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 certain130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 thereof“C” = (if we have reduced our stated capital after the end of the last fiscal year) the amount of such
reduction less the portion thereof that has been transferred to additional paid-in capital or legal reserve (ifany)“D” = (if we have reduced our additional paid-in capital or legal reserve after the end of the last fiscal year)
the amount of such reduction less the portion thereof that has been transferred to stated capital (if any)“E” = (if we have cancelled our treasury stock after the end of the last fiscal year) the book value of suchtreasury stock“F” = (if we have distributed Surplus to our shareholders after the end of the last fiscal year) the total bookvalue of the Surplus so distributed
131

“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 onehalf of our goodwill and deferred assets exceeds the total of the stated capital, additional paid-in capital and legal
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 Ministryof 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, 2021.
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 ofsuch reduction as stated capital. On the other hand, we may reduce our stated capital generally by special
resolution of a general meeting of shareholders and, if so decided by the same resolution, may account for thewhole or any part of the amount of such reduction as additional paid-in capital or legal reserve. In addition, we
may reduce our Surplus and increase either (i) stated capital or (ii) additional paid-in capital and/or legal reserveby the same amount, in either case by resolution of a general meeting of shareholders.
Stock Splits
We may at any time split shares of common stock into a greater number of shares of common stock 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 increase132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.
During the fiscal year ended March 31, 2021, the share consolidation on the basis of one post-consolidation
share per ten pre-consolidation shares was approved at the ordinary general meeting of shareholders held on June25, 2020. As a result, the shares of our common stock held by the shareholders recorded in the shareholder
register as of September 30, 2020 was consolidated on October 1, 2020.
After such share consolidation, shareholders who owned fewer than 10 shares as of September 30, 2020,
lost their status as shareholders. In addition, shareholders who owned 100 to fewer than 1,000 shares as of
September 30, 2020, became owners of shares constituting less than one unit of shares. See “—Unit Share
System.”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.
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 general133

meeting of shareholders whenever necessary. Notice of a general meeting of shareholders stating the place, thetime and the purpose thereof must be given to each shareholder having voting rights (or, in the case of a nonresident shareholder, to its standing proxy or mailing address in Japan) at least two weeks prior to the date set forthe meeting. The record date for an ordinary general meeting of shareholders is March 31 of each year.
Any shareholder holding at least 300 voting rights or 1% of the total number of voting rights for six months
or longer may propose a matter to be considered at a general meeting of shareholders, and request to include theproposal in a notice of 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 proposal 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 onethird 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 important matters
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);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);134

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).
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 date135

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
for five consecutive years or more at its address registered in our register of shareholders or otherwise notified tous.
In the above case, if the relevant shareholder also fails to receive dividends on the shares continuously forfive years or more at its address registered in our register of shareholders or otherwise notified to us, then we
may in general dispose of such shares at their then market price and hold or deposit the proceeds of suchdisposition on behalf of the relevant shareholder.
Reporting of Substantial Shareholders
The Financial Instruments and Exchange 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
136matters set forth in any previously filed reports. For this purpose, shares issuable to such person upon conversionof convertible securities or exercise of share subscription warrants or stock acquisition rights are taken into
account in determining both the number of shares held by the holder and the company’s total issued share capital.
Any such report shall be filed with the Director of the relevant Local Finance Bureau of the Ministry of Financethrough the Electronic 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 of 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 a
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.
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Our transfer agent is Mizuho Trust & Banking, located at 2-1, Yaesu 1-chome, Chuo-ku, Tokyo 103-8670,
Japan.
The registered holder of deposited shares underlying the ADSs is the depositary for the ADSs. Accordingly,
holders of ADSs will not be able to directly assert their shareholders’ rights against us.
Preferred Stock
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 withrespect to the four series of class XIV preferred stock may not exceed 90,000,000 shares), 90,000,000 shares of eachof the first to fourth series of class XV preferred stock (provided that the aggregate number of shares authorized 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 the aggregate
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, 2021, 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.

•

Each of the first to fourth series of class XV preferred stock (currently not in issue) bears an annual noncumulative 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.
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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 of, or to vote at, a general meeting of shareholders,
except as otherwise specifically provided under the Companies Act or other applicable law or our articles ofincorporation. Under our articles of incorporation, holders of units of our preferred stock will be entitled toreceive notice of, and to vote at, general meetings of shareholders:•from the commencement of any ordinary general meeting of shareholders if an agenda for approval todeclare a preferred dividend is not submitted to such meeting (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.
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;
139

(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 adetermination 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.
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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.
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
141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 thatare located in Japan are regarded as residents of Japan while the branches and offices of Japanese corporations
located outside Japan are regarded as non-residents of Japan.
“Foreign investors” are the following persons who make “inward direct investments,” which is described
below:•

individuals not resident in Japan;•

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

corporations of which 50% or more of the voting rights are held by (i) individuals not resident in Japan,(ii) judicial persons or other organizations that are organized under the laws of foreign countries orwhose principal offices are located outside Japan, (iii) corporations of which 50% or more of the capitalare held by such individuals falling within (i) above and/or judicial persons or other organizations
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falling within (ii) above, and/or (iv) subsidiary corporations (as defined under the Japan’s Companies
Act, but excluding judicial persons or other organizations that are organized under the laws of foreigncountries or whose principal offices are located outside Japan) of such corporation falling within (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 not resident in Japan,
judicial persons or other organizations that are organized under the laws of foreign countries or whose
principal offices are located outside Japan and/or any other persons or organizations prescribed in theForeign Exchange Act, or (ii) a majority of the general partners are individuals not resident in Japan,
judicial persons or other organizations that are organized under the laws of foreign countries or whose
principal offices are located outside Japan and/or any other persons or organizations 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 not resident in 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(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.

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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);•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
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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 businesses of software designed for cybersecurity business andsuch businesses fall into the category of the Core Sector Designated Businesses. For reference purposes only, theMinister of Finance publishes, and may update from time to time, a list that classifies listed corporations into thefollowing 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 as of July 10, 2020, 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.
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.

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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 tax treaty between the United States and Japan, a U.S. holder of
ADSs will generally be treated as the owner of the shares underlying the ADSs evidenced by the ADRs.
Generally, a non-resident holder of shares of our common stock or ADSs is subject to Japanese income tax
collected by way of withholding on dividends paid by us, and such tax will be withheld prior to payment ofdividends. Stock splits are, in general, not a taxable event.
In the absence of any applicable tax treaty, convention or agreement reducing the maximum rate 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 individual146

shareholder who holds 3% or more of the total number of shares issued by the relevant Japanese corporation, theaforementioned 20.42% withholding tax rate is reduced to 15.315% for dividends due and payable 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, to 15.315% and20.42%, during the period beginning on January 1, 2013 and ending on December 31, 2037.
Under the income tax treaty between the United States and Japan, the maximum rate of Japanese
withholding tax which may be imposed on dividends paid to a qualified United States resident eligible to enjoy
treaty benefits that is either a corporation owning, directly or indirectly, less than 10% of the voting stock of aJapanese corporation or an individual is generally reduced to 10% of the gross amount actually distributed,
except where such United States resident conducts business in Japan through a permanent establishment situatedtherein and the holding in respect of which the dividends are paid is effectively connected with such permanentestablishment. Dividends paid to pension funds which are qualified United States residents eligible to enjoy
treaty benefits are exempt from Japanese income taxation by way of withholding or otherwise unless such
dividends are derived from the carrying on of a business, directly or indirectly, by such pension funds. Under
Japanese tax law, any reduced maximum rate applicable under a tax treaty shall be available when suchmaximum rate is below the rate otherwise applicable under the Japanese tax law referred to in the preceding
paragraph with respect to the dividends to be paid by us on shares of our common stock or ADSs. A non-resident
holder of shares of our common stock who is entitled, under any applicable tax treaty, to a reduced rate ofJapanese withholding tax, or exemption therefrom, as the case may be, is required to submit an Application Formfor Income Tax Convention Regarding Relief from Japanese Income Tax and Special Income Tax for
Reconstruction on Dividends (together with any other required forms and documents) in advance, through thewithholding 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 Taxand 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 date concerning such payment of dividends), together withcertain 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 and beneficial ownership, as applicable, and to provide otherinformation or documents as may be required by the depositary. Non-resident holders who are entitled, under any
applicable tax treaty, to a reduced rate of Japanese withholding tax below the rate otherwise applicable underJapanese tax law, or exemption therefrom, as the case may be, but fail to submit the required application inadvance may nevertheless be entitled to claim a refund from the relevant Japanese tax authority of withholding
taxes withheld in excess of the rate under an applicable tax treaty (if such non-resident holders are entitled to a
reduced treaty rate under the applicable tax treaty) or the full amount of tax withheld (if such non-resident
holders are entitled to an exemption under the applicable tax treaty), as the case may be, by complying with acertain subsequent filing procedure.
We do not assume any responsibility to ensure withholding at the reduced rate, or exemption therefrom, for
non-resident holders who would be 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.
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Japanese inheritance and gift taxes, at progressive rates, may be payable by an individual who has acquired
our shares of our common stock or ADSs from an individual, as a legatee, heir or donee, even if none of theacquiring individual, the decedent or the donor is a Japanese resident.
U.S. Taxation
The following sets forth the material United States federal income tax consequences of the ownership ofshares and ADSs as of the date hereof. The discussion set forth below is applicable to U.S. holders (as defined
below) (i) who are residents of the United States for purposes of the current income tax treaty between Japan andthe United States (the “Treaty”), (ii) whose shares or ADSs are, for purposes of the Treaty, neither effectively
connected with nor attributable to a permanent establishment in Japan and (iii) who otherwise qualify for the full
benefits of the Treaty.
The following summary is not a complete analysis or description of all potential U.S. federal income tax
consequences to a particular U.S. holder. It does not address all U.S. federal income tax considerations that may
be relevant to all categories of potential purchasers, certain of which (such as banks or other financial
institutions, insurance companies, dealers in securities or currencies, tax-exempt entities, non-U.S. persons,
persons holding a share or an ADS as part of a “straddle,” “hedge,” conversion or integrated transaction,
partnerships or other pass-through entities for U.S. federal income tax purposes, traders in securities who haveelected the mark-to-market method of accounting for their securities, regulated investment companies, real estate
investment trusts, holders whose “functional currency” is not the U.S. dollar, holders liable for alternative
minimum tax, 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 shares by vote or value) are subject to special tax treatment. This summary does not address the
Medicare tax on net investment income or any foreign, state, local or other tax consequences of investments inour shares or ADSs.
This summary addresses only shares or ADSs held as capital assets.
As used herein, a “U.S. holder” is a beneficial owner of shares or ADSs, as the case may be, that is, for U.S.
federal income tax purposes:•

an individual citizen or resident of the United States;•

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

If a partnership holds shares or ADSs, the tax treatment of a partner will generally depend on the status of
the partner and the activities of the partnership. If you are a partner of a partnership holding shares or ADSs, you
should consult your tax advisor.
The discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended (the“Code”), and regulations, rulings and judicial decisions thereunder as of the date hereof, and such authorities
may be replaced, revoked or modified so as to result in U.S. federal income tax consequences different fromthose discussed below. In addition, this summary is based, in part, upon representations made by the depositary
to us and assumes that the deposit agreement, and all other related agreements, will be performed in accordancewith their terms.
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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 received with respect to our shares or ADSs (including amounts withheld toreflect Japanese withholding taxes) will be taxable as dividends, to the extent paid out of our current oraccumulated earnings and profits (as determined for U.S. federal income tax purposes). The amount of
distribution of property other than cash will be the fair market value of such property on the date of the
distribution. Such cash or non-cash income, including withheld taxes, will be includable in a U.S. holder’s grossincome as ordinary income on the day actually or constructively received by such U.S. holder in the case ofshares, or by the depositary in the case of ADSs. Such dividends received by a U.S. holder will not be eligible forthe “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 ourcurrent and accumulated earnings and profits, such excess will be applied first to reduce such holder’s tax basis
in its shares or ADSs, thereby increasing the amount of gain or decreasing the amount of loss recognized on asubsequent disposition of the shares or ADSs. Then, to the extent such distribution exceeds such U.S. holder’stax basis, such excess will be treated as capital gain. However, we do not expect to keep earnings and profits inaccordance with U.S. federal income tax principles. Therefore, U.S. holders should expect that a distribution will
generally be treated as a dividend.
The amount of the 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 theirdollar value on the date of receipt, and any foreign currency gains or losses resulting from the conversion of theyen will generally be treated as U.S. source ordinary income or loss.
The maximum rate of withholding tax on dividends paid to you pursuant to the Treaty is 10%. As discussed
under “—Japanese Taxation” above, if the Japanese statutory rate applicable to you is higher than the maximum
Treaty rate, you will be required to properly demonstrate to the Japanese tax authorities your entitlement to the
reduced withholding rate under the Treaty. Subject to certain limitations, the Japanese tax withheld may becreditable against the U.S. holder’s U.S. federal income tax liability or may be claimed as a deduction from the
U.S. holder’s federal adjusted gross income provided that the U.S. holder elects to deduct all foreign taxes paidor accrued in the same taxable year. For foreign tax credit limitation purposes, the dividend will be income fromsources outside the United States. The limitation on foreign taxes eligible for credit is calculated separately withrespect to specific classes of income. For this purpose, dividends we pay will generally constitute “passive
category income.” Further, in certain circumstances, if a U.S. holder:•

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

such U.S. holder will not be allowed a foreign tax credit for foreign taxes imposed on dividends paid on shares or
ADSs. The rules governing U.S. foreign tax credits are very complex and U.S. holders should consult their tax
advisors regarding the availability of foreign tax credits under their particular circumstances.
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With respect to non-corporate U.S. investors, certain dividends received from a qualified foreign
corporation may be subject to reduced rates of taxation. A qualified foreign corporation includes a corporationthat 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 expected that we will be eligible for the benefits of the Treaty. A foreign corporation is also
treated as a qualified foreign corporation with respect to dividends paid by that corporation on shares (or ADSs
backed by such shares) that are readily tradable on an established securities market in the United States. UnitedStates Treasury Department guidance indicates that our ADSs (which are listed on the New York Stock
Exchange), but not the shares, are readily tradable on an established securities market in the United States. Therecan be no assurance that our ADSs will be considered readily tradable on an established securities market in later
years. Non-corporate holders who do not meet a minimum holding period requirement during which they are notprotected from a risk of loss or that elect to treat the dividend income as “investment income” pursuant to
Section 163(d)(4) of the Code will not be eligible for the reduced rates of taxation. In addition, the rate reduction
will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect topositions in substantially similar or related property. This disallowance applies even if the minimum holding
period has been met. U.S. holders should consult their own tax advisors regarding the application of theforegoing rules to their particular circumstances.
Taxation of Capital Gains
Upon a sale or other disposition of shares or ADSs, a U.S. holder will recognize gain or loss in an amountequal 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 be long-term
capital gain or loss if the U.S. holder’s holding period for such shares or ADSs exceeds one year. A U.S. holder’stax basis in its shares or ADSs will generally be the cost to the holder of such shares or ADSs. Any such gain orloss realized by a U.S. holder upon disposal of the shares or ADSs will generally be income or loss from sources
within the United States for foreign tax credit limitation purposes. The deductibility of capital losses is subject tolimitations.
Passive Foreign Investment Company Rules
Based on our past and projected composition of income and assets and the valuation of our assets, including
goodwill, we do not 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 possible that we may become a PFIC in the current or any future taxable year due to changes in
the composition of our income or assets or the valuation of our assets. In addition, this determination is based inpart upon certain proposed U.S. Treasury regulations that are not yet in effect (the “Proposed Regulations”) andare subject to change in the future. The Proposed Regulations and other administrative pronouncements from theInternal Revenue Service (the “IRS”) provide special rules for determining the character of income and assets
derived in the banking business for purposes of the PFIC rules. Although we believe we have adopted areasonable interpretation of the Proposed Regulations and administrative pronouncements, there can be noassurance that the IRS will follow the same interpretation.
In general, a foreign corporation is considered a PFIC for any taxable year if either:•at least 75% of its gross income is passive income; or•at least 50% of the value of its assets is attributable to assets that produce or are held for the productionof passive income.
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The 50% of value test is based on the average of the value of our assets for each quarter during the taxable
year. If we own at least 25% by value of another company’s stock, we will be treated, for purposes of the PFIC
rules, as owning the proportionate share of the assets and receiving our proportionate share of the income of thatcompany.
If we are a PFIC for any taxable year during which a U.S. holder holds shares or ADSs, the U.S. holder will
be subject to special tax rules with respect to any “excess distribution” that the U.S. holder receives and any gain
the U.S. holder realizes from the sale or other disposition (including a pledge) of shares or ADSs. Additionally,
non-corporate U.S. holders will not be eligible for reduced rates of taxation on any dividends received from us if
we are a PFIC in the taxable year in which such dividends are paid or in the preceding taxable year.
These special tax rules generally will apply even if we cease to be a PFIC in future years. Distributions U.S.
holders receive in a taxable year that are greater than 125% of the average annual distributions they received
during the shorter of the three preceding taxable years or their holding period for shares or ADSs will be treatedas excess distributions. Under these special tax rules:•

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

the amount allocated to the current taxable year, and any taxable year prior to the first taxable year inwhich we were a PFIC, will be treated as ordinary income; and•the amount allocated to each other year will be subject to tax at the highest tax rate in effect for 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 provided that shares or ADSs are
regularly traded on a qualified exchange. Under current law, the mark-to-market election may be available to
U.S. holders of ADSs because the ADSs are listed on the New York Stock Exchange which constitutes aqualified exchange, although there can be no assurance that the ADSs will be “regularly traded” for purposes ofthe mark-to-market election. Under current law, the mark-to-market election may be available to U.S. holders ofshares because the shares are listed on the Tokyo Stock Exchange, which constitutes a qualified exchange,
although there can be no assurance that the shares will be “regularly traded” for purposes of the mark-to-market
election. U.S. holders should consult their own tax advisors regarding the potential availability and consequencesof a mark-to-market election. In addition, a U.S. holder of shares or ADSs in a PFIC can sometimes avoid therules described above by electing to treat the company as a “qualified electing fund” under Section 1295 of theCode. This option is not available to U.S. holders of shares or ADSs because we do not intend to comply with therequirements 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 may berequired to file IRS Form 8621.
U.S. holders should consult their own tax advisors concerning the determination of our PFIC status and the
U.S. federal income tax consequences of holding shares or ADSs if we are considered a PFIC in any taxable
year.
Information Reporting and Backup Withholding
In general, information reporting requirements will apply to dividends in respect of the shares or ADSs or
the proceeds from the sale, exchange or other disposition of the shares or ADSs paid within the United States,
and, in some cases, outside of the United States, to you, unless you are an exempt recipient. In addition, backup
withholding tax may apply to those amounts if you fail to provide an accurate taxpayer identification number or
fail either to report interest and dividends required to be shown on your U.S. federal income tax returns or to151make certain certifications. The amount of any backup withholding from a payment to you will be allowed as arefund or credit against your U.S. federal income tax liability, provided you furnish the required information to
the IRS.
Certain U.S. holders are required to report information with respect to their investment in shares or ADSs
not held in an account maintained by certain financial institutions to the IRS. Investors who fail to report required
information by attaching a complete IRS Form 8938, Statement of Specified Foreign Financial Assets, on theirtax return for each year in which they hold shares or ADSs could become subject to substantial penalties.
Potential investors are urged to consult with their own tax advisors regarding the possible implications of theserules on their investment in 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).
10.I. Subsidiary Information
Not applicable.

152

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 the conducting of operations tailored to the risks and managing such risks as a key issue relating tooverall management. 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 to the entire Mizuho
group. These policies clearly define the kinds of risks to be managed, set forth the organizational structure andprovide 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 thesebasic 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, provides integrated
monitoring and management of the overall risk for the Mizuho group. The Group Chief Risk Officer reports therisk management situation to the 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 andapplications concerning the risk management situation from our principal banking subsidiaries and other coregroup 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 and operational risk according to their risk factors, and manage each type of risk
depending on its characteristics. Furthermore, each group entity manages such risks according to thecharacteristics 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 a comprehensive
risk management structure to identify and evaluate overall risk and to keep risk within limits that aremanagerially 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 and sophisticatedapproach 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
153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 of Mizuho Financial Group, 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
154

management of their individual credit portfolios and transaction policies towards obligors. The respective Chief
Risk Officers 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.
155

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 each156

Mizuho Financial Group company: credit transactions including loans and discounts; securities; obligor’s
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.

157

The following diagram shows our risk management structure:

Mizuho Financial Group
Supervision, Audit

Board of Directors

Risk Committee

Management
Executive Management
Committee

President & Group CEO(Group CEO)Risk Management
Committee

Group Chief Risk Officer(Group CRO)

Risk Management Departments•Set risk management policies•Give instructions and•Report the risk management

approval concerning risk
management•Submit applications

situation
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 offices

158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
Chief Risk Officer of Mizuho Financial Group is responsible for matters relating to market 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 market risk management.
The Risk Management Department submits reports regarding status of market risk to the President andGroup CEO on a daily basis and to the Board of Directors on a regular basis. For the purpose of managing themarket 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 coregroup companies, 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
159

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 related to our trading activities is 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 related to our trading activities by risk category for the fiscal years
ended March 31, 2019, 2020 and 2021 and as of March 31, 2019, 2020 and 2021:
Fiscal year ended March 31, 2019
Daily average Maximum Minimum(in billions of yen)

As ofMarch 31, 2019

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

¥

2.0
0.8
0.6
0.0

¥

2.9
2.8
7.7
0.0

¥

1.3
0.1
0.2
0.0

¥

2.0
0.3
0.5
0.0

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

¥

3.4

¥

9.2

¥

2.4

¥

2.6

Risk category

Fiscal year ended March 31, 2020
Daily average Maximum Minimum(in billions of yen)

As ofMarch 31, 2020

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

¥

2.7
0.4
0.6
0.0

¥

7.2
1.1
4.5
0.0

¥

1.3
0.1
0.2
0.0

¥

6.7
0.8
1.7
0.0

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

¥

3.8

¥

11.8

¥

2.3

¥

8.3

Risk category

Fiscal year ended March 31, 2021
Daily average Maximum Minimum(in billions of yen)

As ofMarch 31, 2021

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

Risk category

160

The following graph shows VAR figures of our trading activities for the fiscal year ended March 31, 2021:(VAR: billions of yen)

10
9
8
7
6
5
4
3
2
1
03/28/2021

03/09/2021

02/18/2021

01/30/2021

01/11/2021

12/23/2020

12/04/2020

11/15/2020

10/27/2020

10/08/2020

09/19/2020

08/31/2020

08/12/2020

07/24/2020

07/05/2020

06/16/2020

05/28/2020

05/09/2020

04/20/2020

04/01/2020

0

The following table shows VAR figures of our trading activities for the fiscal years indicated:
Fiscal years ended March 31,
2019
2020
2021 Change(in billions of yen)

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

¥2.6
9.2
2.4
3.4

¥ 8.3
11.8
2.3
3.8

¥2.7
9.1
2.4
5.4

¥(5.5)
(2.7)
0.1
1.6

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

161

The following graph shows the VAR related to our banking activities excluding our cross-shareholdings
portfolio for the year ended March 31, 2021:(VAR:billions of yen)

(%)

550

0.5

500
0.4

450
400

0.3

350
0.2

300
250

0.1

200
VAR

Interest rate on five-year government bonds

0.0

150
100

-0.1

03/28/2021

03/09/2021

02/18/2021

01/30/2021

01/11/2021

12/23/2020

12/04/2020

11/15/2020

10/27/2020

10/08/2020

09/19/2020

08/31/2020

08/12/2020

07/24/2020

07/05/2020

06/16/2020

05/28/2020

05/09/2020

04/20/2020

004/01/2020

50
-0.2

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

2019

Fiscal years ended March 31,
2020
2021
Change(in billions of yen)

As of fiscal year end . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥194.4 ¥361.4 ¥249.4 ¥(111.9)
Maximum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
298.5
361.4
501.7
140.3
Minimum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
194.4
167.9
224.0
56.0
Average . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
255.5
215.7
346.5
130.7
VAR is a commonly used market risk management technique. However, VAR models have the following
shortcomings:•

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

•

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.

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.
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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, 2021 and the corresponding paired distribution of profits and losses. We had one case 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.
Back Testing for the fiscal year ended March 31, 2021
(assumptive profit or loss
:billions of yen)

6
5
4
3
2
1
0
1
2
3
4
5
6
0

1

2

3

4

5

6

7

8

(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% confidence level is 2.5.

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 a deterioration in our
financial position that makes it difficult for us to raise necessary funds or that forces us to raise funds atsignificantly higher interest rates than usual. Mizuho Financial Group manages liquidity risk for the Mizuho
group as a whole. Specifically, Mizuho Financial Group establishes the fundamental liquidity risk management
policy for the entire group, manages the liquidity risk of our principal banking subsidiaries and other core groupcompanies and monitors how the group’s liquidity risk is being managed as a whole.

163

Liquidity Risk Management Structure
Our Board of Directors determines basic matters pertaining to liquidity risk management policies. The Risk
Management Committee of Mizuho Financial Group broadly discusses and coordinates matters relating to basic
policies in connection with liquidity risk management, operations, monitoring and proposes responses toemergencies such as sudden market changes. The Group Chief Risk Officer of Mizuho Financial Group is
responsible for matters relating to liquidity risk management planning and operations. The Risk Management
Department of Mizuho Financial Group is responsible for monitoring liquidity risk, reporting and analyzing
making proposals, and formulating and implementing plans relating to liquidity risk management. In addition,
the Group Chief Financial Officer of Mizuho Financial Group is additionally responsible for matters relating toplanning and running cash flow management operations, and the Financial Planning Department is responsible
for monitoring and adjusting cash flow management situation and for planning and implementing cash flow
management to maintain appropriate funding liquidity. Reports on the liquidity risk management are submitted to
the Risk Management Committee and the Balance Sheet Management Committee (each of which is a Business
Policy Committee), the Executive Management Committee and the President & Group CEO on a regular basis.
Our principal banking subsidiaries and other core group companies also establish their basic policies on
liquidity risk management to properly identify and manage liquidity risk.
Liquidity Risk Management Method
We manage liquidity risk with the use of “Liquidity Risk Management Indicators” and “Liquidity
Categorization.” The former is determined for the purpose of managing limits on funds raised in the market
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 effectiveness ofcountermeasures against a possible outflow of funds during a stress event. The results of stress testing are used
for cash flow management operations.
Liquidity Risk Management Indicators
Limits on funds raised in the market are set based on a number of time horizons taking into accountcharacteristics 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 according to a pre-determined procedure.
Liquidity Categorization
We have established a group-wide framework of liquidity risk stages such as “Normal,” “Anxious” and“Crisis,” which reflects funding conditions. In addition, we set Early Warning Indicators (“EWIs”) and monitor
on a daily basis to manage funding conditions. As EWIs, we select stock prices, credit ratings, amount ofliquidity 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 for evaluating the appropriatenessof our annual funding plan.

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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, regulatory change risk and reputational risk, we have separately
determined the fundamental risk management policies for these different types of risk. We manage theoperational risk associated with our principal banking subsidiaries and other core group companies while
monitoring the state of group-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 of Mizuho Financial Group is responsible for matters relating tooperational 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 andguidelines, 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.
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

Information technology risk (“IT risk”) refers
to the risk that problems (e.g. malfunctions,disruptions, etc.) with the computer systems
or improper use of the computers in thesesystems, which cause disruptions of theservices provided to customers, or havesignificant impact on settlement systems,
etc., will result in losses for customers, andthe incurrence of losses (tangible orintangible) by our group companies.
165

•

•

•

Identify and evaluate the risk by setting
specific standards that need to becomplied with and implementing
measures tailored based on evaluation
results to reduce the risk.
Ensure ongoing project management insystems development and quality
control.
Strengthen security to prevent
information leaks.

Definition

Principal Risk Management Methods••

Operations Risk

Legal Risk

The risk of customers incurring a loss or therisk of the Company Group incurring
tangible and/or intangible losses due to thedisruption of services to customers or major
incidents affecting settlement systems, etc.,
as a result of inadequate operations caused byfraudulent acts, errors or negligence, etc., ofsenior executives or employees, orinadequacies in the operational structure
itself.

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

•

•
•
•

•

•
•
Human
Resources Risk

Tangible Asset
Risk

Regulatory
Change 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.

•••

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.

•

•
•

•

•

166

Strengthen capabilities for rapidly andeffectively dealing with cyberattacks.
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 employee satisfaction 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.
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.

Definition

Reputational
Risk

Principal Risk Management Methods

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

•Continuously monitor our regulatorychange risk management mentioned
above.

•

Establish framework to identify andmanage, on an integrated basis,
information that may have a serious
impact on group management andrespond to such risk in a manner
appropriate to its scale and nature.
Swiftly identify rumors and devise
appropriate responses depending on theurgency and possible impact of thesituation to minimize possible losses.

•

We also recognize and manage “Information Security Risk” and “Compliance Risk,” which constitute a
combination of more than one of the above components of operational risk, as operational risk.
Measurement of operational risk equivalent
Implementation of the AMA/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 account of 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, 2021, 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.

•

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, 2021, we did not reflect the correlation
effects among operational risk related to each of the seven loss event types.

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•

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.

168

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.

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.
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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
officer, etc., also head their respective compliance committees at which important matters concerning complianceare discussed. The four companies also have compliance divisions under their respective chief complianceofficers. 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 anddivisions) 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 adapted 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.
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 the status of compliance levels through self-assessments conducted by individual organizational
units and through 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 auditing170

of 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 Committee determines all important matters concerning internal audits at Mizuho
Financial Group. The committee is chaired by our President & Group CEO and is independent of our otherbusiness operations. The Head of the Internal Audit Group, a group established under our Internal Audit
Committee, reports the progress of individual audits and plans to the Audit Committee, responds to requests forinspections, and receives specific instructions from the committee. In addition, our Internal Audit Committeemonitors and manages internal audits at our principal banking subsidiaries and other core group companies
through internal audit reports submitted by such subsidiaries. Our Internal Audit Committee discusses and makes
decisions regarding internal audits at our principal banking subsidiaries and other core group companies andsubmits the results, together with the results of their examination of the internal audit reports, to the Audit
Committee and our Board of Directors.
Mizuho Bank and Mizuho Trust & Banking
Each of Mizuho Bank and Mizuho Trust & Banking has also established an internal audit committee that is
independent of their other business operations. In both banks, the Head of the Internal Audit Group reports the
progress of individual audits and plans to the audit & supervisory committee, responds to requests forinspections, and receives specific instructions from the committee.
Both banks have established internal audit departments to conduct internal audits at their respective
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 with compliance andrisk management.
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.

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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

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, 2021, the depositary reimbursed us $500,000 forsuch expenses.

172

PART IIITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIESNone.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE
OF PROCEEDS
None.

ITEM 15. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We carried out an evaluation under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of ourdisclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) asof March 31, 2021. There are inherent limitations to the effectiveness of any system of disclosure controls andprocedures, including the possibility of human error and the circumvention or overriding of the controls andprocedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable, notabsolute, assurance of achieving their control objectives. Also, projections of any evaluation of effectiveness tofuture periods are subject to the risk that controls may become inadequate because of changes in conditions, orthat the degree of compliance with the policies or procedures may deteriorate. Based upon the evaluation referred
to above, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of ourdisclosure controls and procedures as of March 31, 2021 were effective to provide reasonable assurance that
information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial
reporting, as defined in 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.
173

Our management evaluated the effectiveness of our internal control over financial reporting as of March 31, 2021
based on the criteria established in “Internal Control—Integrated Framework” issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework) (COSO). Based on the evaluation, management has
concluded that we maintained effective internal control over financial reporting as of March 31, 2021.
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, 2021, 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 each qualifies 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 New York
Stock Exchange (“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 and executive officers, as well as all specialist officers and other employees ofMizuho Financial Group who engage in financial reporting, accounting or disclosure. The code of ethics ofMizuho 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, for the fiscal years ended March 31, 2020 and 2021 are presented in the following table:
Fiscal years ended March 31,
2020
2021
(in millions of yen)

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

¥4,962248
80
3¥5,293¥4,924277
93
6¥5,300Notes:(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.
(3) Tax fees primarily include fees for services relating to the preparation of tax returns and tax advice.
174

(4) All other fees primarily include fees for services relating to education to improve the financial businessknowledge of our employees.
Pre-Approval Policies and Procedures
We established the pre-approval policies and procedures required by the Sarbanes-Oxley Act on April 1,
2006. Under the procedures, Mizuho Financial Group and its subsidiaries must apply to our 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 . . . . . . . . . . . .

Specific 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.
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, 2021:

April 1 to April 30, 2020 . . . . . . . . . . . . . .
May 1 to May 31, 2020 . . . . . . . . . . . . . . .
June 1 to June 30, 2020 . . . . . . . . . . . . . . .
July 1 to July 31, 2020 . . . . . . . . . . . . . . . .
August 1 to August 31, 2020 . . . . . . . . . . .
September 1 to September 30, 2020 . . . . . .
October 1 to October 31, 2020 . . . . . . . . . .
November 1 to November 30, 2020 . . . . . .
December 1 to December 31, 2020 . . . . . .
January 1 to January 31, 2021 . . . . . . . . . .
February 1 to February 28, 2021 . . . . . . . .
March 1 to March 31, 2021 . . . . . . . . . . . .
Total(1) . . . . . . . . . . . . . . . . . . . . . . . . .

Total number ofshares purchased(2)Average pricepaid per share(2)

150
182
154
690
563
489
53,224
43,13725,47426,85036,82654,389242,128

1,221.3
1,226.5
1,354.0
1,354.7
1,388.0
1,421.5
1,307.9
1,395.1
1,349.9
1,409.5
1,503.2
1,619.6
1,439.3

Total number ofshares purchased
as part of publicly
announced plansor programs

Maximum
number of sharesthat may yet bepurchased under
the plansor programs

—
—
—
—
—
—
—
—
—
—
—
—
—

—
—
—
—
—
—
—
—
—
—
—
—
—

Note:
(1) A total of 242,128 shares were purchased other than through publicly announced plans or programs during
the fiscal year ended March 31, 2021, due to (i) our purchase of shares constituting less than one (1) unit
175

from registered holders of such shares at the current market price of those shares and (ii) our purchase of all
fractions of shares less than one shares resulting from the share consolidation effective as of October 1,
2020. For more information on the share consolidation, see “Item 10.B. Memorandum and Articles of
Association—Common Stock—Share Consolidation.”(2) 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 total number of shares purchased and the average price paid per share, we have assumed the effective
date of the share consolidation to be April 1, 2020. For more information on the share consolidation, see“Item 10.B. Memorandum and Articles of Association—Common Stock—Share Consolidation.”
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
176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, entities to which Mizuho Financial Group and its Three Core Companies are a principal
business counterparty, entities that receive 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 feesfrom 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 theadditional independence requirements but who it believes to be suitable for the position with sufficient
independence in consideration of such person’s character and insight, provided that it externallyprovides an explanation as to the reason it believes such person qualifies as an outside director with
sufficient independence.
Currently, Mizuho Financial Group has six outside directors among the thirteen 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
Chairman are outside directors and one member is internal non-executive director in compliance withthe 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 the 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.

177

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 October 1, 2020 (English
Translation)
Regulations of the Board of Directors of Mizuho Financial Group, Inc., as amended on April 1,
2021 (English Translation)
Share Handling Regulations of Mizuho Financial Group, Inc., dated April 1, 2018 (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,
2021, has been formatted in Inline XBRLIncorporated by reference to our annual report on Form 20-F (No. 001-33098) filed on July 3, 2018
Incorporated by reference to our annual report on Form 20-F (No. 001-33098) filed on July 3, 2018, except
Exhibit A thereto. Exhibit A to the Deposit Agreement has been revised as of October 1, 2020. For the latest
Exhibit A, see Exhibit 2.1 to this annual report.
178

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 andrates
The following tables show the MHFG Group’s average balances of balance sheet items, Interest and dividend
income, Interest expense, average yields on interest-earning assets, and average rates on interest-bearing
liabilities for the fiscal years ended March 31, 2019, 2020 and 2021. Average balances are generally based on adaily average. Month-end or quarter-end averages are used for certain average balances where it is notpracticable to obtain applicable daily averages. The average balances determined by such methods are considered
to be representative of the MHFG Group’s operations.
2019
2020
2021
Interest andInterest andInterest andAverage dividend Average Average dividend Average Average dividend Averagebalance
incomeyield balance
incomeyield balance
incomeyield(in billions of yen, except percentages)
Assets:Interest-earning assets:
Interest-bearing deposits in otherbanks:
Domestic . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . .

38,914
5,951

26
95

0.07%
1.59%

34,333
5,716

26
79

0.08%
1.39%

35,177
8,785

29
15

0.08%
0.17%

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

44,865121

0.27%

40,049105

0.26%

43,96244

0.10%

Call loans and funds sold, andreceivables under resale agreements
and securities borrowing
transactions:
Domestic . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . .

6,201
9,924

32
228

0.51%
2.30%

9,322
11,301

27
249

0.30%
2.21%

10,132
10,564

4
40

0.04%
0.38%

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

16,125260

1.62%

20,623276

1.34%

20,69644

0.22%

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

5,930
9,197

71
141

1.19%
1.53%

7,753
8,859

72
150

0.93%
1.69%

6,386
13,243

79
158

1.24%
1.19%

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

15,127212

1.40%

16,612222

1.34%

19,629237

1.21%

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

20,109
4,471

137
95

0.68%
2.13%

16,532
4,096

85
81

0.51%
1.98%

24,617
4,164

68
45

0.27%
1.07%

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

24,580232

0.95%

20,628166

0.80%

28,781113

0.39%

Loans (1):Domestic . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . .

55,89728,037

531
851

0.95%
3.03%

54,777
28,827

535
846

0.98%
2.94%

59,11532,355

488
531

0.82%
1.64%

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

83,934

1,382

1.65%

83,604

1,381

1.65%

91,470

1,019

1.11%

Total interest-earning assets:
Domestic . . . . . . . . . . . . . . . . . . . 127,051
Foreign . . . . . . . . . . . . . . . . . . . . . 57,580

797
1,410

0.63% 122,717
2.45% 58,799

745
1,405

0.61% 135,427
2.39% 69,111

668
789

0.49%
1.14%

Total . . . . . . . . . . . . . . . . . . . . . . . 184,631

2,207

1.20% 181,516

2,150

1.19% 204,538

1,457

0.71%

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

3,832
17,646(297)

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

21,181

21,26521,784

Total average assets . . . . . . . . . . . . . . . . . 205,812

202,781

226,322

3,465
18,146(346)

3,490
18,917(623)

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 31.3%, 32.5% and 34.1%,
respectively, for the fiscal years ended March 31, 2019, 2020 and 2021.
Averagebalance

2019
Interest
expense87,16826,693

94
519

0.11%
1.95%

87,14327,507

90
526

0.10%
1.91%

Total . . . . . . . . . . . . . . . . . . . . . . . . . 113,861613

0.54% 114,650

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

2020
Average Average Interest Average Averagerate balance expense
rate balance(in billions of yen, except percentages)

2021Interest
expenseAveragerate

92,761
31,070

26
134

0.03%
0.43%

616

0.54% 123,831

160

0.13%

Short-term borrowings (1):Domestic . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . .

14,011
15,094

69
357

0.49%
2.37%

10,918
15,112

63
334

0.58%
2.21%

15,087
20,282

25
50

0.17%
0.25%

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

29,105426

1.47%

26,030397

1.53%

35,36975

0.21%

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

1,735
1,249

34
16

1.93%
1.29%

1,591
1,009

41
12

2.59%
1.16%

1,574
794

47
6

3.00%
0.70%

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

2,984

50

1.66%

2,600

53

2.04%

2,368

53

2.22%

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

12,285
701

217
7

1.77%
0.95%

9,631
678

198
7

2.05%
1.13%

9,892
816

175
5

1.77%
0.65%

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

12,986224

1.72%

10,309205

1.99%

10,708180

1.68%

Total interest-bearing liabilities:
Domestic . . . . . . . . . . . . . . . . . . . . . 115,199
Foreign . . . . . . . . . . . . . . . . . . . . . . . 43,737

414
899

0.36% 109,283
2.06% 44,306

392
879

0.36% 119,314
1.98% 52,962

273
195

0.23%
0.37%

Total . . . . . . . . . . . . . . . . . . . . . . . . . 158,936

1,313

0.83% 153,589

1,271

0.83% 172,276

468

0.27%

989

0.44%

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

38,54840,80345,482Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8,328

8,389

8,564

Total average liabilities and equity . . . . . 205,812

202,781

226,322

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

894

0.37%
0.48%

879

0.36%
0.48%

0.48%

Notes:(1) Short-term borrowings consist of Due to trust accounts, Call money and funds purchased, Payables under repurchase agreements andsecurities lending transactions, and Other short-term borrowings.
(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 27.6%, 29.2% and 29.3%,
respectively, for the fiscal years ended March 31, 2019, 2020 and 2021.

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, 2020
compared to the fiscal year ended March 31, 2019 and the fiscal year ended March 31, 2021 compared to thefiscal year ended March 31, 2020. 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, 2020
Fiscal year ended March 31, 2021
versusversusfiscal year ended March 31, 2019fiscal year ended March 31, 2020
Increase (decrease) due toIncrease (decrease) due tochanges inchanges in
Net
Net
VolumeYieldchangeVolumeYieldchange(in billions of yen)Interest and dividend income:Interest-bearing deposits in other banks:
Domestic . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . .

(3)
(4)

3
(12)

—
(16)

1
5

2
(69)

3
(64)

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

(7)

(9)

(16)

6

(67)

(61)

Call loans and funds sold, andreceivables under resale agreements
and securities borrowing transactions:
Domestic . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . .

9
30

(14)
(9)

(5)
21

—
(15)

(23)
(194)

(23)
(209)

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

39

(23)

16

(15)

(217)

(232)

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

17
(5)

(16)
14

1
9

(13)
52

20
(44)

7
8

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

12

(2)

10

39

(24)

15

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

(22)
(8)

(30)
(6)

(52)
(14)

22
1

(39)
(37)

(17)
(36)

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

(30)

(36)

(66)

23

(76)

(53)

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

(10)
23

14
(28)

4
(5)

36
58

(83)
(373)

(47)
(315)

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

13

(14)

(1)

94

(456)

(362)

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

(9)
36

(43)
(41)

(52)
(5)

46
101

(123)
(717)

(77)
(616)

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

27

(84)

(57)

147

(840)

(693)

A-4

Fiscal year ended March 31, 2020
Fiscal year ended March 31, 2021
versusversusfiscal year ended March 31, 2019fiscal year ended March 31, 2020
Increase (decrease) due toIncrease (decrease) due tochanges inchanges in
Net
Net
VolumeRatechangeVolumeRatechange(in billions of yen)Interest expense:
Deposits:
Domestic . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . .

—
16

(4)
(9)

(4)
7

1
15

(65)
(407)

(64)
(392)

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

16

(13)

3

16

(472)

(456)

Short-term borrowings:
Domestic . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . .

(15)
—

9
(23)

(6)
(23)

7
13

(45)
(297)

(38)
(284)

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

(15)

(14)

(29)

20

(342)

(322)

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

(3)
(3)

10
(1)

7
(4)

—
(2)

6
(4)

6
(6)

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

(6)

9

3

(2)

2

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

(47)
—

28
—

(19)
—

5
1

(28)
(3)

(23)
(2)

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

(47)

28

(19)

6

(31)

(25)

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

(65)
13

43
(33)

(22)
(20)

13
27

(132)
(711)

(119)
(684)

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

(52)

10

(42)

40

(843)

(803)

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

56
23

(86)
(8)

(30)
15

33
74

9
(6)

42
68

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

79

(94)

(15)

107

3

110

A-5

—

II. Investment portfolio
The following table shows the amortized cost, fair value and net unrealized gains (losses) of available-for-saleand held-to-maturity securities at March 31, 2019, 2020 and 2021:
2019

2020
2021
Net
Net
Net
unrealized
unrealized
unrealized
Amortized Fairgains Amortized Fairgains Amortized Fair
gains
cost
value (losses)
costvalue (losses)
costvalue (losses)(in billions of yen)
Available-for-sale securities:
Domestic:
Japanese government bonds . . . . . . . . . . . .
Agency mortgage-backed securities (1) . . . .
Corporate bonds and other debt
securities . . . . . . . . . . . . . . . . . . . . . . . . .

11,889
503
2,546

2,560

14

2,801

2,807

6

3,140

3,154

14

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

14,938

14,97436

15,94815,915(33)

24,607

24,596(11)

Foreign:
U.S. Treasury bonds and federal agency
securities . . . . . . . . . . . . . . . . . . . . . . . . .
Other foreign government bonds . . . . . . . .
Agency mortgage-backed securities (2) . . . .
Corporate bonds and other debt
securities . . . . . . . . . . . . . . . . . . . . . . . . .

1,009
1,342
27

1,009
1,342
27

—
—
—

927
1,408
—

935
1,411
—

8
3
—

907
1,505
—

911
1,507
—

4
2
—

778

781

3

850

852

2

838

839

1

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

3,156

3,159

3

3,185

3,198

13

3,250

3,257

7

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

18,094

18,13339

19,133

19,113(20)

27,857

27,853(4)

Held-to-maturity securities:
Domestic:
Japanese government bonds . . . . . . . . . . . .

1,120

1,140

20

480

493

13

480

490

10

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

1,120

1,140

20

480

493

13

480

490

10

Foreign:
Agency mortgage-backed securities (3) . . . .

484

470

(14)

382

382

—

407

414

7

11,897517

8
1412,652495

12,603
505

(49)
10

20,954513

20,921521(33)
8

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

484

470

(14)

382

382

—

407

414

7

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

1,604

1,610

6

862

875

13

887

904

17

Notes:(1) All domestic agency mortgage-backed securities are issued by Japan Housing Finance Agency, a Japanese government-sponsoredenterprise.
(2) Foreign agency mortgage-backed securities primarily consist of Government National Mortgage Association (“Ginnie Mae”) securities,
which are guaranteed by the United States government.
(3) All foreign agency mortgage-backed securities presented in this line are Ginnie Mae securities.

A-6

The following table shows the book values, contractual maturities and weighted average yields ofavailable-for-sale and held-to-maturity debt securities at March 31, 2021. Fair value and amortized cost are thebasis of the book value for available-for-sale and held-to-maturity debt securities, respectively. Weighted average
yields are calculated based on amortized cost for all debt securities.
Maturity
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)
Available-for-sale securities:
Domestic:
Japanese government bonds . . . . . . . . . . .
Agency mortgage-backed securities . . . . .
Corporate bonds and other debt
securities . . . . . . . . . . . . . . . . . . . . . . . .

15,466—(0.13)% 4,388——(0.16)% 1,014——(0.27)%—

53521

0.32% 20,921
0.90%
521

(0.14)%
0.90%

164

0.22% 1,362

0.26%

0.23%

643

2.17%

3,154

0.64%

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

15,630(0.13)% 5,750(0.06)% 1,999(0.03)% 1,217

1.55% 24,596(0.02)%

Foreign:
U.S. Treasury bonds and federal agency
securities . . . . . . . . . . . . . . . . . . . . . . . .
Other foreign government bonds . . . . . . .
Agency mortgage-backed securities . . . . .
Corporate bonds and other debt
securities . . . . . . . . . . . . . . . . . . . . . . . .

266
1,174
—

0.88%
0.17%
—

645
331
—

0.45%
0.83%
—

1

—

—
7.86%
—

—
7.37%
6.00%

911
1,507
—

0.58%
0.32%
6.00%

454

1.14%

308

2.30%

70

1.60%

7

0.04%

839

1.60%

71

1.69%

8

1.18%

985

—
1

—
—

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

1,894

0.50% 1,284

1.00%

3,257

0.72%

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

17,524(0.06)% 7,034

0.13% 2,070

0.03% 1,225

1.54% 27,853

0.06%

Held-to-maturity securities:
Domestic:
Japanese government bonds . . . . . . . . . . .

—

—

480

0.67%

—

—

—

—

480

0.67%

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

—

—

480

0.67%

—

—

—

—

480

0.67%

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

—

—

—

—

—

—

407

3.25%

407

3.25%

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

—

—

—

—

—

—

407

3.25%

407

3.25%

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

—

—

480

0.67%

—

—

407

3.25%

887

1.85%

Other than Japanese government bonds, the MHFG Group did not have any securities of individual issuers withrespect to which their aggregate book value exceeded 10% of the Group’s shareholders’ equity at March 31,
2021.
In addition to Available-for-sale securities and Held-to-maturity securities, the MHFG Group’s Investments also
include Equity securities and Other investments. See Note 3 “Investments” to the consolidated financial
statements included elsewhere in this annual report for information regarding Equity securities and Other
investments.

A-7

III. Loan portfolio
Types of loans
The following table shows loans outstanding by domicile and industry of borrower at March 31, 2017, 2018,2019, 2020 and 2021:
2017

2018
2019
2020
(in billions of yen)

8,730
7,751
4,633
5,131
3,567
4,087
8,532
4,426

8,150
8,095
4,924
5,108
3,632
4,527
8,882
5,013

9,554
8,950
5,017
5,159
3,693
4,346
2,359
5,473

9,731
9,603
5,993
5,220
3,833
4,635
2,199
5,389

11,011
10,492
6,406
5,357
3,886
4,696
1,898
5,918

9,960
840

9,445
884

8,950
908

8,567
861

8,194
790

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

57,65758,66054,40956,03158,648Foreign:
Commercial and industrial . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . . . . . . . . . . . . . . .
Government and public institutions . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

16,972
7,403
217
191

17,225
7,435
303
38

19,126
9,087
297
33

20,81910,475317
35

19,455
10,449177
19

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

24,78325,001

28,54331,64630,100Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Unearned income and deferred loan fees—net . . . . . . . . . . . .

82,440156

83,661
146

82,952
152

87,677149

88,748167

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

82,284

83,51582,80087,52888,581

Domestic:
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction and real estate . . . . . . . . . . . . . . . . . . . . . . . . . . .
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Wholesale and retail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transportation and communications . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . . . . . . . . . . . . . . .
Government and public institutions . . . . . . . . . . . . . . . . . . . . .
Other industries (Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Individuals:
Mortgage loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2021

Note: Other industries of domestic includes trade receivables and lease receivables of consolidated variable interest entities.

There were no concentrations of loans exceeding 10% of total loans which are not disclosed as a category ofloans in the table above.

A-8

Maturities and sensitivities of loans to changes in interest rates
The following table shows the maturities of loan portfolio by domicile and industry of borrower at March 31,2021:

One yearor less

Maturity
After one year
throughAfterfive years
five years(in billions of yen)

Total

Domestic:
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction and real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Wholesale and retail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transportation and communications . . . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . . . . . . . . . . . . . . . . .
Government and public institutions . . . . . . . . . . . . . . . . . . . . . .
Other industries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Individuals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4,065
1,743
2,772
3,050
1,191
2,252
1,361
3,508
1,242

4,827
4,219
2,714
1,822
1,916
1,922
269
1,284
2,145

2,119
4,530
920
485
779
522
268
1,126
5,597

11,011
10,492
6,406
5,357
3,886
4,696
1,898
5,918
8,984

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

21,184

21,11816,346

58,648

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

14,876

12,9682,256

30,100Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

36,06034,086

18,602

88,748Foreign:

Of the above loans due after one year, loans which have floating rates and fixed rates at March 31, 2021 are as
follows:(in billions of yen)

Floating rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fixed rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

39,554
13,134

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

52,688A-9

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. Nonaccrual loans include loans past due for 90 days or more and restructured loans that meetthe definition of troubled debt restructuring in accordance with ASC 310, “Receivables”(“ASC 310”). There are
no loans that are ninety days past due and still accruing. The Group does not have any loans to borrowers thatcause 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 following
table shows the distribution of nonaccrual loans at March 31, 2017, 2018, 2019, 2020 and 2021 by domicile andindustry of borrower:
2017

2018 2019 2020(in billions of yen)

2021

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

379
57
66
147
23
6
7
105

142
41
58
131
28
12
4
90

109
46
74
135
31
10
9
81

159
55
81
148
23
12
19
84

568
56
164
149
23
23
10
87

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

790

506

495

581

1,080

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

191

109

151

135

144

Total nonaccrual loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

981

615

646

716

1,224

Foreign:

Had interest on nonaccrual loans been accrued at the original contractual terms, gross interest income on
domestic and foreign nonaccrual loans outstanding during the fiscal year ended March 31, 2021 would have been
¥17 billion and ¥4 billion, respectively. The MHFG group recognized interest income on these domestic andforeign loans of ¥17 billion and ¥2 billion, respectively, in the consolidated statements of income for the fiscal
year ended March 31, 2021.

A-10

Cross-border outstandings
Cross-border outstandings are defined as loans (including accrued interest), acceptances, interest-bearing
deposits with other banks, other interest-bearing investments and any other monetary assets denominated inJapanese yen or other non-local currencies. This cross-border disclosure is based on the reports to the Bank ofJapan required under Japanese foreign exchange-related law. Local currency outstandings are netted out fromcross-border outstandings.
The following table sets forth the cross-border outstandings to borrowers in countries with respect to which thetotal of such outstandings exceeded 0.75% of consolidated total assets at March 31, 2019, 2020 and 2021:
Publicinstitutions% of total
Banks
OthersTotal
assets(in billions of yen, except percentages)

Undrawn
commitments

2019
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . .
France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,440
10
1,475

352
664
177

3,966
2,829
955

5,758
3,503
2,607

2.91%
1.77%
1.32%

7,847
1,210
619

2020
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . .
France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5,085
6
734

621
570
278

7,324
3,815
1,406

13,030
4,391
2,418

6.17%
2.08%
1.15%

7,014
893
629

2021
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . .
France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4,007
29
367

513
397
189

10,7872,862
1,589

15,307
3,288
2,145

6.91%
1.48%
0.97%

8,459
1,393
931

A-11

IV. Summary of loan loss experience
The following table shows an analysis of loan loss experience by domicile and industry of borrower for the fiscal
years ended March 31, 2017, 2018, 2019, 2020 and 2021:
2017

2018
2019
2020
(in billions of yen, except percentages)

2021

Allowance for credit losses on loans at beginning of fiscal
year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
April 1,2020 adoption of CECL . . . . . . . . . . . . . . . . . . . . . . .

451
—

480
—

310
—

307
—

441
156

Adjusted Balance at beginning of period . . . . . . . . . . . . . . . .
Provision (credit) for credit losses on loans . . . . . . . . . . . . . .

451
38

480
(126)

310
32

307
156

597
113

Charge-offs:
Domestic:
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction and real estate . . . . . . . . . . . . . . . . . .
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Wholesale and retail . . . . . . . . . . . . . . . . . . . . . . . .
Transportation and communications . . . . . . . . . . . .
Other industries . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Individuals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2
1
3
6
1

6

7

5
12
1
—
5

4
1
2
10
—
2
5

6
1
2
16
1
—
5

19
1
4
10
3
—
4

Total domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

20
11

29
27

24
24

31
13

41
38

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

31

56

48

44

79

Recoveries:
Domestic:
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction and real estate . . . . . . . . . . . . . . . . . .
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Wholesale and retail . . . . . . . . . . . . . . . . . . . . . . . .
Transportation and communications . . . . . . . . . . . .
Banks and other financial institutions . . . . . . . . . . .
Individuals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1
2
1
5
4

1
1
2
1

1
1
1
3

—

—
—
1

1
20
1
4
—
—
1

—

—

—

1
—
—
2
—
—

3

1
2

Total domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

16
10

8
7

7
7

27
1

4
10

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

26

15

14

28

14

Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

5

41

34

16

65

Others (Note).......................................
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . .

(4)
480

(3)
310

(1)
307

(6)
441

6
651

Ratio of net charge-offs to average loans outstanding . . . . . .

0.01%

0.05%

0.04%

0.02%

0.07%

Note: Others includes primarily foreign exchange translation.

A-12

The following table shows an allocation of the MHFG Group’s allowance for credit losses by on loans domicile
and industry of borrower at March 31, 2017, 2018, 2019, 2020 and 2021:
2017
2018
2019
2020
2021
% of
% of
% of
% of
% of
loans inloans inloans inloans inloans in
each
each
each
each
each
category
category
category
category
category
to total
to total
to total
to total
to total
Amount loans Amount loans Amount loans Amount loans Amount loans(in billions of yen, except percentages)

Domestic:
Manufacturing . . . . . . . . . . . . . .
Construction and real estate . . .
Services . . . . . . . . . . . . . . . . . . .
Wholesale and retail . . . . . . . . .
Transportation andcommunications . . . . . . . . . .
Banks and other financial
institutions . . . . . . . . . . . . . . .
Other industries (Note) . . . . . . . . .
Individuals . . . . . . . . . . . . . . . .
Mortgage loans . . . . . . . . .
Other . . . . . . . . . . . . . . . . .

201
20
28
63

10.59%
9.40%
5.62%
6.22%

85
17
20
52

9.74%
9.68%
5.88%
6.11%

75
18
23
48

11.52% 135
10.79% 40
6.05% 34
6.22% 69

11.10% 233
10.95% 40
6.84% 90
5.95% 56

12.41%
11.82%
7.22%
6.04%

10

4.33% 10

4.34%

17

4.45%

12

4.37%

31

4.38%

13
6
34
27
7

4.96% 20
15.72% 7
13.10% 25
12.08% 19
1.02% 6

5.41%
16.61%
12.35%
11.29%
1.06%

4
11
20
15
5

5.24%
9.44%
11.88%
10.79%
1.09%

6
14
20
13
7

5.29%
8.66%
10.75%
9.77%
0.98%

21
19
75
67
8

5.29%
8.80%
10.12%
9.23%
0.89%

Total domestic . . . . . . . . . . . . . . . . .
Total foreign . . . . . . . . . . . . . . . . . . .

375
105

69.94% 236
30.06% 74

70.12% 216
29.88% 91

65.59% 330
34.41% 111

63.91% 565
36.09% 86

66.08%
33.92%

Total allowance for credit losses onloans . . . . . . . . . . . . . . . . . . . . . . .

480

100.00% 310

100.00% 307

100.00% 441

100.00% 651

100.00%Note: Other industries includes government and public institutions.

A-13

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, 2019, 2020 and 2021:
2019
2020
2021
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 . . . . . . . . . . . . . . . . . . . .

22,11653,70026,424
7,044

— %
0.02%
0.31%
0.01%

23,21957,08021,943
8,120

— %
0.02%
0.36%
0.01%

26,60462,73919,837
10,185

— %
— %
0.12%
0.01%

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

1,750

— %

2,093

— %

2,112

— %

20,169
6,524

1.93%
1.99%

20,957
6,550

1.90%
1.93%

24,573
6,497

0.44%
0.41%

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

137,727

0.45% 139,962

0.44% 152,547

0.11%

The total amounts of deposits by foreign depositors in domestic offices at March 31, 2019, 2020 and 2021 were
¥1,625 billion, ¥1,512 billion and ¥1,298 billion, respectively.
At March 31, 2021, the balance and remaining maturities of time deposits and certificates of deposit issued bydomestic offices in amounts of ¥10 million (approximately US$90 thousand at the Federal Reserve Bank of New
York’s noon buying rate on March 31, 2021) or more and the balances of these deposits issued by foreign offices
in amounts of US$100,000 or more are shown in the following table:Timedeposits

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Certificates ofdepositTotal(in billions of yen)

5,480
2,447
2,893
1,038

8,870
1,074
501
154

14,350
3,521
3,394
1,192

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,858
Foreign offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,979

10,5996,594

22,457
21,573

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

17,19344,030A-14

26,837

VI. Short-term borrowings
The following table shows certain additional information with respect to the MHFG Group’s short-termborrowings for the fiscal years ended March 31, 2019, 2020 and 2021:
2019
2020
2021
(in billions of yen, except percentages)

Due to trust accounts:
Average balance outstanding during the fiscal year . . . . . . . . . . . . . . .
Maximum balance outstanding at any month-end during the fiscal
year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average interest rate during the fiscal year . . . . . . . . . . . . . .
Weighted average interest rate on balance at end of fiscal year . . . . . .
Call money and funds purchased, and payables under repurchaseagreements and securities lending transactions:Average balance outstanding during the fiscal year . . . . . . . . . . . . . . .
Maximum balance outstanding at any month-end during the fiscal
year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average interest rate during the fiscal year . . . . . . . . . . . . . .
Weighted average interest rate on balance at end of fiscal year . . . . . .
Other short-term borrowings:
Average balance outstanding during the fiscal year . . . . . . . . . . . . . . .
Maximum balance outstanding at any month-end during the fiscal
year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average interest rate during the fiscal year . . . . . . . . . . . . . .
Weighted average interest rate on balance at end of fiscal year . . . . . .

A-15

2,534

377

470

4,125
312
0.02%
0.21%

452
250
0.15%
0.22%

618
381
0.16%
0.15%

24,60923,691

26,761

27,694
19,2801.60%
1.53%

22,616
21,6581.55%
1.15%

24,994
21,128
0.21%
0.11%

1,962

1,962

8,138

2,091
1,995
1.67%
1.99%

4,914
4,914
1.49%
0.63%

9,629
9,086
0.22%
0.12%

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

Consolidated Financial Statements of Mizuho Financial Group, Inc. and Subsidiaries
Consolidated Balance Sheets as of March 31, 2020 and 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Income for the fiscal years ended March 31, 2019, 2020 and 2021 . . . . . .
Consolidated Statements of Comprehensive Income for the fiscal years ended March 31, 2019, 2020
and 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Equity for the fiscal years ended March 31, 2019, 2020 and 2021 . . . . . .
Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2019, 2020 and 2021 . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-1

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 Directorsof Mizuho 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, 2021 and 2020, the related consolidated statements of income, comprehensive
income, equity and cash flows for each of the three years in the period ended March 31, 2021, 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,
2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended
March 31, 2021, 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, 2021, 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 July 2, 2021 expressed an
unqualified opinion thereon.
Adoption of New Accounting Standard
As discussed in Notes 1 and 2 to the consolidated financial statements, the Company changed its method foraccounting for credit losses in the year ended March 31, 2021. As explained below, auditing the Company’s
allowance for credit losses, was a critical audit matter.
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 88,581 billion and JPY 651 billion as of March 31,
2021, respectively. As discussed in Notes 1 and 5 to the consolidated financial
statements, the allowance for credit losses involves significant judgment on anumber of matters including expectations of future economic conditions,assignment of obligor ratings, valuation of collateral, and the development ofqualitative adjustments. When determining expected credit losses, a single forwardlooking 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 thebasis for determining the allowance for credit losses on loans. Through suchprocesses 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 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 ratingprocesses as the basis for determining the allowance for credit losses on loans. The
quantitative calculation covers expected credit losses over an instrument’s expected
life and is estimated by applying credit loss factors to the Company’s estimatedexposure at default (EAD). The credit loss factors incorporate the PD as well as theloss given default (LGD) based on the historical loss rates. To supplement thehistorical 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 the appropriate ACL on loans also
considers the imprecision inherent in the methodologies used. As a result, theamounts determined under the methodologies described above are adjusted bymanagement 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 specificportfolio segments. The Company incorporated the estimated impact of COVID-19
pandemic into the macroeconomic scenario by using assumptions such as
anticipated business recovery period and current forecast for the growth rate ofgross domestic product.
Auditing management’s loan ACL estimate is challenging and complex due to themodels used to estimate the PD, LGD and EAD which incorporate a forwardlooking macroeconomic scenario and subjective nature of the qualitative factors
which require auditor judgment. Therefore, professionals with specialized skills andknowledge as well as experience in the industry 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 loan
ACL, including management’s controls over (i) selection and implementation of
forward-looking macro-economic factors used in determining PD, LGD and EAD,
(ii) expected loss models and methodologies used in quantitative calculations,
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 macro-economic scenario by,among other procedures, evaluating management’s methodology and agreeing a
F-3

sample 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 alternative
external sources, historical statistics and peer bank information.
With respect to expected loss models, with the support of our specialists, weevaluated model calculation design and re-performed the calculation for a sample ofmodels. We also tested the appropriateness of key inputs and assumptions used inthese models by agreeing a sample of inputs to internal sources, including historicalloss statistics.
Regarding management’s qualitative adjustments to the quantitative calculation,with support of our specialists, we evaluated the macro-economic factors
and emerging risks related to changes in the environment impacting specificportfolio segments. We also evaluated and tested internal and external data used in
the qualitative adjustments by agreeing significant inputs and underlying data tointernal and external sources, when available, that corroborated or contradicted
management’s assumptions used in the qualitative adjustments.
We evaluated the overall loan ACL amount, including model estimates andqualitative adjustments to the quantitative calculation, and whether the ACL
appropriately reflects expected credit losses on the loan portfolio. We reviewed
peer-bank information, 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 27 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 78 billion, JPY 66 billion and JPY 713 billion
of derivative assets, derivative liabilities and long-term debt with embedded
derivatives measured at fair value, respectively. These financial instruments areclassified within Level 3 of the fair value hierarchy, which is defined as
unobservable inputs that are supported by little or no market activity and that are
significant to the fair value of the assets or liabilities, as of March 31, 2021.
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 determination of the valuation of certain level 3 financial
instruments is challenging because the determination of certain significant
unobservable inputs requires significant judgment and effort in performing
procedures related to valuing these instruments.

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 debt fair valuation
processes. The controls tested included, but were not limited to, controls oversignificant inputs included in the fair value measurements and controls over theappropriateness of the valuation techniques utilized within the internally developed
valuation models.

F-4

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, whereavailable, and testing the mathematical accuracy of the Company’s valuation
calculation. We involved our specialists to evaluate certain significant unobservable
inputs, the sensitivity of the inputs and the valuation techniques utilized within theinternally developed valuation models.
/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
July 2, 2021

F-5

Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directorsof Mizuho 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, 2021, 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, 2021, 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, 2021 and 2020, therelated consolidated statements of income, comprehensive income, equity and cash flows for each of the three
years in the period ended March 31, 2021, and the related notes and our report dated July 2, 2021 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
July 2, 2021

F-7

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETSMARCH 31, 2020 AND 2021
2020
2021
(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 repledge of¥4,978,497 million in 2020 and ¥6,249,224 million in 2021) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments (Note 3):
Available-for-sale securities (including assets pledged that secured parties are permitted to sell or
repledge of ¥1,036,534 million in 2020 and ¥1,416,772 million in 2021) . . . . . . . . . . . . . . . . . . . . .
Held-to-maturity securities (including assets pledged that secured parties are permitted to sell or
repledge of ¥297,240 million in 2020 and ¥97,949 million in 2021) . . . . . . . . . . . . . . . . . . . . . . . . .
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans (Notes 4 and 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Allowance for credit losses on loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,325,139
39,625,975
1,006,991
18,580,919
2,216,059

1,600,555
47,133,541
858,806
11,623,438
2,694,107

28,092,871

26,753,109

19,112,952

27,853,035

862,0313,256,717
443,951
87,528,088(440,855)

887,149
3,785,916
515,346
88,580,867(650,849)

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) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

87,087,233
1,856,248
167,764
323,632
92,99764,689136,713
5,965,879

87,930,018
1,811,458
237,348
316,834
92,69556,121
44,9707,457,028

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

211,218,760

221,651,474

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.
2020
2021
(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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8,749
61,439422,304
2,438,607
62,262
2,285,831
535,954315
46,143
269,030
2,539,589
100,928
8,277,276
540,124

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

5,815,146

11,773,405

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

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS—(Continued)
MARCH 31, 2020 AND 2021
2020
2021
(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 29) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payables under securities lending transactions (Note 29) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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 ¥ 2,537,082 million in 2020, and¥ 2,703,021 million in 2021) (Notes 11 and 27) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities (Note 12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

28,109,943
86,651,036

29,818,303
92,037,375

2,186,203
28,001,485
249,737
2,263,076
17,970,662
1,423,638
4,914,485
12,416,785
167,764
68,55725,874249,344

2,332,218
26,822,708
380,793
1,312,790
18,607,147
1,208,031
9,085,912
10,877,538
237,348
56,66576,957
194,303

10,346,152
6,998,395

11,706,471
7,208,758

202,043,136

211,963,317

5,827,500
2,700,774(9,494)

5,826,863
2,967,385
318,114

Commitments and contingencies (Note 23)
Equity:MHFG shareholders’ equity:
Common stock (Note 14)—no par value, authorized 4,800,000,000 shares in 2020 and 2021,
and issued 2,539,249,894 shares in 2020 and 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income (loss), net of tax (Note 16) . . . . . . . . . . . . . . . . . . . . .
Less: Treasury stock, at cost—Common stock 3,210,681 shares in 2020, and 3,889,782 sharesin 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(6,415)(7,124)

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

8,512,365
663,259

9,105,238
582,919

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

9,175,624

9,688,157

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

211,218,760

221,651,474

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.
2020

2021

(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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

138,094
60,08634,205
330,863948,715

73,63036,54658,935593,719954,599

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

1,511,963

1,717,429

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, 2019, 2020 AND 2021

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2019

2020
(in millions of yen)

2021

1,381,553

1,380,828

1,018,766

144,199
88,289211,749
5,547
254,862
121,244

89,74976,150221,9835,434
271,598
105,430

55,482
56,847
236,620
2,186
42,35044,305

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

2,207,443

2,151,172

1,456,556

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

613,570
49,66011,121
382,045
33,313
223,767

615,785
52,9558,830
358,862
29,813205,136

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

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

1,313,476

1,271,381

467,939

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

893,967
32,459879,791
156,200

988,617
112,776

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

861,508

723,591

875,841

Noninterest income (Note 25):
Fee and commission income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange gains (losses)—net (Note 26) . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account gains (losses)—net (Note 26) . . . . . . . . . . . . . . . . . . . . . . . . . . .
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

853,290
93,577
328,841

867,885
44,345
745,692

912,684
89,267
120,596(3,842)(155,947)
29,172
5,145
72,13531,032(557,391)
34,012
2,583
139,582(22,032)
850,567
31,027
7,125
52,086

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

1,222,371

1,307,740

2,041,320

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

682,645
761,528
207,814
189,722(8,969)166,079

677,332
649,498
214,851
194,010
19,262
122,888685,692
623,732
206,470
190,489
18,007
164,007

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

1,998,819

1,877,841

1,888,397

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

85,060
9,335

153,49047,175

1,028,764
210,716

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

75,725(8,746)

106,315(43,880)

818,048236,283

Net income attributable to MHFG shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

84,471150,195

581,765

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

33.31(in yen)
59.19

229.27

Diluted net income per common share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

33.30

59.19

229.26

Dividends per share:
Class XI preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—
75.00

—
75.00

—
75.00

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, 2019, 2020 AND 2021
2019

2020
(in millions of yen)2021

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

75,725

106,315

818,048

Other comprehensive income (loss), net of tax:
Net unrealized gains (losses) on available-for-sale securities, net oftax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustments, net of tax . . . . . . . . . . . .
Pension liability adjustments, net of tax . . . . . . . . . . . . . . . . . . . . . .
Own credit risk adjustments, net of tax . . . . . . . . . . . . . . . . . . . . . .

(9,472)(23,781)(24,168)
14,476(41,483)(50,576)(126,915)
46,91911,534
22,695
328,066(35,187)

Total other comprehensive income (loss), net of tax . . . . . . . . . . . .

(42,945)(172,055)

327,108

Total comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Total comprehensive income (loss) attributable tononcontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

32,780(65,740)

1,145,156(8,960)(43,472)

235,784

41,740(22,268)

909,372

Total comprehensive income (loss) attributable to MHFG
shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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, 2019, 2020 AND 2021

Common stock:
Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance of new shares of common stock due to exercise of stockacquisition rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Performance-based stock compensation program . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings:
Balance at beginning of fiscal year, previously reported . . . . . . . . . . . . . . . .
Cumulative effect of change in accounting principles, net of tax (Note2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at beginning of fiscal year, adjusted . . . . . . . . . . . . . . . . . . . . . . . .
Net income 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 beginning of fiscal year, previously reported . . . . . . . . . . . . . . . .
Cumulative effect of change in accounting principles . . . . . . . . . . . . . . . . . .
Balance at beginning of fiscal year, adjusted . . . . . . . . . . . . . . . . . . . . . . . .
Change during year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Treasury stock, at cost:
Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Disposal of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total MHFG shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncontrolling interests:
Balance at beginning of fiscal year, previously reported . . . . . . . . . . . . . . . .
Cumulative effect of change in accounting principles . . . . . . . . . . . . . . . . . .
Balance at beginning of fiscal year, adjusted . . . . . . . . . . . . . . . . . . . . . . . .
Transactions between the MHFG Group and the noncontrolling interest
shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid to noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income (loss) attributable to noncontrolling interests . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2019

2020
(in millions of yen)

2021

5,826,383

5,829,657

5,827,500

438
(282)
3,118
5,829,657—(178)(1,979)5,827,500

—
(110)
(527)
5,826,863

1,306,141

2,740,545

2,700,774

1,540,317(2)2,846,458
84,471(190,384)—
2,740,545

1,052(3)2,741,597
150,195(190,406)(612)
2,700,774(124,636)(4)2,576,138
581,765(190,418)(100)
2,967,385

1,741,894(1,535,142)(2)
206,752(42,731)
164,021164,021(1,052)(3)
162,969(172,463)(9,494)(9,494)—(9,494)
327,608
318,114(5,997)(3,002)
1,295(7,704)
8,726,519(7,704)(1,908)
3,197(6,415)8,512,365(6,415)(2,545)
1,836(7,124)9,105,238

774,974—
774,974

663,259—663,259(52,521)(15,722)(43,880)408
663,259
9,175,624(300,371)(15,753)
236,283(499)
582,919
9,688,157

635,279(616)(2)634,663
166,145(16,874)(8,746)(214)774,974
9,501,493

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 mainly from the adoption of ASU No.2016-01, “Financial Instruments—Overall(Subtopic 825-10)—Recognition and Measurement of Financial Assets and Financial Liabilities.”(3) These amounts resulted from the adoption of ASU No.2017-12, “Derivatives and Hedging (Topic 815)—
Targeted Improvements to Accounting for Hedging Activities.”(4) 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 2 “Issued accounting pronouncements” 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, 2019, 2020 AND 2021
2019

2020
(in millions of yen)

2021

Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
75,725
106,315
818,048
Less: Net income (loss) attributable to noncontrolling interests . . . . . . . . . . . . .
(8,746)(43,880)
236,283
Net income attributable to MHFG shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
84,471150,195
581,765
Adjustments to reconcile net income to net cash provided by (used in) operating
activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
355,164
243,724
231,677
Provision (credit) for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32,459156,200
112,776
Investment losses (gains)—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
159,789
526,359(828,535)
Equity in losses (earnings) of equity method investees—net . . . . . . . . . . . . . . . . . . .
(29,172)(34,012)(31,027)
Foreign exchange losses (gains)—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
155,104(139,900)
207,400
Deferred income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(157,231)(101,941)
50,701
Net change in trading account assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,776,764(7,460,802)
1,567,897
Net change in trading account liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,979,299)
2,599,090(1,984,509)
Net change in loans held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26,659(60,189)
30,250Net change in accrued income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(44,519)
14,0608,052
Net change in accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45,653(24,345)(72,850)
Other—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
235,177
90,489595,159
Net cash provided by (used in) operating activities . . . . . . . . . . . . . . . . . . . . . .
661,019(4,041,072)
468,756
Cash flows from investing activities:
Proceeds from sales of Available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . 21,132,162
21,153,866
28,041,466
Proceeds from sales of Equity securities (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,973,437
3,123,341
3,089,202
Proceeds from maturities of Available-for-sale securities . . . . . . . . . . . . . . . . . . . . . 15,673,340
15,350,105
31,521,663
Proceeds from maturities of Held-to-maturity securities . . . . . . . . . . . . . . . . . . . . . .
939,397
731,686
116,060
Purchases of Available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (34,327,798) (37,445,206) (69,491,642)
Purchases of Held-to-maturity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,042)—(134,660)
Purchases of Equity securities (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,429,923) (2,900,020) (2,979,434)
Proceeds from sales of loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,184,160
1,729,513
1,847,102
Net change in loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,852,757) (7,512,885) (1,502,445)
Net change in call loans and funds sold, and receivables under resale agreements
and securities borrowing transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,971,007) (5,812,860)
6,906,483
Proceeds from sales of premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,812
16,825
13,664Purchases of premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(157,714)(243,022)(211,495)
Proceeds from sales of investments in subsidiaries (affecting the scope of
consolidation) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
220
1,068
218,259
Purchases of investments in subsidiaries (affecting the scope of consolidation) . . . .
——(47,515)
Cash outflow from deconsolidation of a subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . (4,943,059)——
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,773,772) (11,807,589) (2,613,292)
Cash flows from financing activities:
Net change in deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,065,826
7,920,701
4,394,481
Net change in call money and funds purchased, and payables under repurchaseagreements and securities lending transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,703,606
2,754,646(962,754)
Net change in due to trust accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(59,373)(62,610)131,056
Net change in other short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
270,560
2,936,677
4,085,165
Proceeds from issuance of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,659,412
2,303,803
2,568,730
Repayment of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,241,799) (3,273,353) (1,511,050)
Proceeds from noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
219,187
131,795
236,868
Payments to noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(579)(148,673)(37,928)
Proceeds from issuance of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3——
Proceeds from sales of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
953
1,517
854
Purchases of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,124)(1,441)(1,849)Purchases of treasury stock of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
——(5,414)
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(190,413)(190,386)(190,498)
Dividends paid to noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(16,874)(15,722)(15,753)
Net cash provided by financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,408,385
12,356,954
8,691,908
Effect of exchange rate changes on cash and cash equivalents . . . . . . . . . . . . . . . . . . . . .
206,186(229,918)
235,610Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,498,182) (3,721,625)
6,782,982
Cash and cash equivalents at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,170,921
45,672,739
41,951,114
Cash and cash equivalents at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,672,739
41,951,114
48,734,096

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

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)
FOR THE FISCAL YEARS ENDED MARCH 31, 2019, 2020 AND 2021

Supplemental disclosure of cash flow information:
Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncash investing activities:
Transfer of loans into loans held-for-sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deconsolidation of Trust & Custody Services Bank, Ltd:
Decrease in total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
of which Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Decrease in total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
of which Due to trust accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncash assets acquired at fair value in an equity method investee (2) . . . . . . . . . . . . . . . .

2019

2020
(in millions of yen)

2021

1,268,412
175,615

1,321,358
97,630497,422
216,996

2,728

29,953

20,3358,990,604
4,943,059
8,958,535
3,620,825
25,311

—
—
—
—
—

—
—
—
—
—

Notes:(1) 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.
(2) Noncash assets acquired at fair value in an equity method investee was from deconsolidation of Trust &Custody Services Bank, Ltd.

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 31 “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.
On October 1, 2020, a 1-for-10 share consolidation became effective. All share and per share information withrespect to MHFG’s common stock and preferred stock have been restated to reflect the effect of the shareconsolidation and related amendments to the articles of incorporation for all periods presented. See Equity on the
consolidated balance sheets, Earnings per common share and Dividends per share on the consolidated statements
of income, Note 13 “Preferred stock,” Note 14 “Common stock,” Note 18 “Earnings per common share,” andNote 21 “Stock-based compensation” for the restated figures. In addition, certain other comparative amounts forthe 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 deferred tax assets, valuation of derivative financial instruments,
F-15

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
valuation of investments, valuation of certain long-term debt where fair value option has been elected, valuationof pension and other employee benefits, and impairment of long-lived assets. During times of pandemics, such as
COVID-19, estimates become more sensitive and it is reasonably possible that actual results could differ fromestimates and assumptions made.
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.
F-16

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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.
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.
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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
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
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
nonaccrual loans have no contractual delinquency due to interest reductions and/or postponement of principal
and interest.
In March 2020, the Coronavirus, Aid, Relief, and Economic Security Act (“the CARES Act”) was approved. The
CARES Act and U.S. banking agencies have among other items, provided optional, temporary relief related toaccounting for certain TDRs. The temporary TDR relief is available to banks for loan modifications related to
obligors who were adversely impacted by COVID-19. During the year the TDR relief provision was extended to
January 1, 2022. The MHFG Group has not elected any of the temporary TDR relief or any of the otherprovisions provided by the CARES Act and U.S. banking agencies throughout the year ended March 31, 2021.
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”)
The adoption of this guidance established a single allowance framework for all financial assets measured atamortized 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 futurechanges in macroeconomic conditions. ASC 326 replaced the incurred loss impairment methodology in prior
U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range
of information such 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 atamortized cost basis to be presented at the net amount expected to be collected. The income statement reflects themeasurement of credit losses for newly recognized financial assets, as well as the expected increases or decreasesof expected credit 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 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 reverse throughinterest income was not significant for the year ended March 31, 2021. The following note and Note 2 “Issued
accounting pronouncements,” Note 3 “Investments,” Note 4 “Loans” and Note 5 “Allowance for credit losses onloans” provide further information about the impact that the adoption of ASC 326 had on the MHFG Group. In
conjunction with the adoption of CECL, the Group has reclassified certain of its portfolio segments to align to its
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
CECL methodology. Certain prior period disclosure amounts in Note 4 “Loans” have been reclassified in order toconform to the current period’s presentation.
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 certain 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 accordancewith ASC 310, “Receivables” (“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 subsequent reporting period. Loan principal thatmanagement judges to be uncollectible, based on detailed loan reviews and a credit quality assessment, ischarged off against the allowance for credit losses on loans. In general, the Group charges off loans when theGroup determines that the 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, the Group 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. The management evaluates theappropriateness of the allowance for credit losses on loans semi-annually. The allowance considers expectedcredit 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 ofqualitative 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 consistent to what
is used in the Group’s stress testing and is in line with the scenario used for the Group’s business plan. If the
scenario does not reflect a sudden change in economic conditions adequately, it could be possible to makeadjustments to the scenario. After the forecast period, the Group reverts to long-term historical loss 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 leastsemi-annually and is reviewed accordingly to reflect current economic conditions and the Group’s expectation of
future conditions on a timely basis. For April 1, 2020 and March 31, 2021, 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
F-20

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
within the pool will deteriorate or default. The allowance for credit losses on nonaccrual loans includes theallowance for groups of loans which were collectively evaluated for expected credit losses, in addition to theallowance for those loans that were individually evaluated for expected credit losses. See Note 4 “Loans” for thedefinitions 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.
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, or (2) the loan’s observable market price, or (3) the fairvalue of 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 collateraland its legal enforceability. The Group also performs subsequent re-evaluations at least once a year. As it
pertains to real estate collateral, valuation is generally performed by an appraising subsidiary which is
independent from the Group’s loan origination departments by using generally accepted valuation techniquessuch as (1) the replacement cost approach, (2) the sales comparison approach or (3) the income approach. In thecase 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
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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. Consideringinternal and external factors affecting the credit quality of the portfolio, the Group incorporated the estimatedimpact of COVID-19 pandemic into the macroeconomic scenario by using assumptions such as anticipatedbusiness recovery period and current forecast for the growth rate of gross domestic product.
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,taking into account the probability of drawdowns. The allowance is recorded in Other liabilities. Net changes in
the allowance 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. For additional information, see Note 4 “Loans.” Before the adoption of ASC 326, theprevious 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.
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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
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
F-23

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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.
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 a position-based stock compensation program for Directors (“Stock
Compensation I”) and a performance-based stock compensation program for Directors (“Stock CompensationII”). For both programs, the stock-based compensation cost is determined based on the fair value of MHFG’scommon stock as of grant date. For Stock Compensation I and II, 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 II, the stock-based compensation costs are recognized evenly over the graded-vesting
period, which is three years. For Stock Compensation I, as the program is effectively vested on the grant date, thestock-based compensation cost is recognized on the grant date.
See Note 21 “Stock-based compensation” for further details of the stock options and the stock compensation
programs.

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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 andavailable-for-sale securities. In addition, the Group measures certain financial assets and liabilities, at fair value
on a non-recurring basis. Those assets and liabilities primarily include items that are measured at the lower ofcost or fair value such as loans held for sale, and items that were initially measured at cost and have been written
down to fair value due to impairments, such as loans and equity securities without readily determinable fairvalues.
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 27 “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 27 “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 investment trusts. Brokerage fees and commissions are recognized at the point in time ontransaction date. Asset-based revenues mainly include fees received from investment trust managementcompanies 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 recognized over time in
the period when the related service is provided.
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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 over time in the period when therelated service is provided. Other trust-related fees mainly include brokerage commissions of real estate property,
sales commissions of beneficial interest in real estate trust 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.
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. These fees arerecognized at the point in time 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 recognized 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 thedevelopment.
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
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.
F-26

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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 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 June 2016, the FASB issued ASU No.2016-13, “Financial Instruments—Credit Losses (Topic 326)—
Measurement of Credit Losses on Financial Instruments” (“ASU No.2016-13”). In April 2019, the FASB issued
ASU No.2019-04, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses” (“ASUNo.2019-04”). The ASU clarifies the scope of the credit losses standard and addresses issues related to accrued
interest receivable balances, recoveries, variable interest rates and prepayments, among other things. In May
2019, the FASB issued ASU No.2019-05, “Financial Instruments—Credit Losses (Topic 326) —TargetedTransition Relief” (“ASU No.2019-05”). The ASU provides an option to irrevocably elect the fair value option
for certain financial assets previously measured at amortized cost basis. In November 2019, the FASB issued
ASU No.2019-11, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses (Topic 326)”(“ASU No.2019-11”). The ASU clarifies or addresses specific issues about certain aspects of the amendments in
ASU No.2016-13, such as expected recoveries for purchased financial assets with credit deterioration andfinancial assets secured by collateral maintenance provisions. These ASUs replaced the incurred loss impairment
methodology in prior U.S. GAAP with a methodology that reflects expected credit losses and requiresconsideration of a broader range of information such 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. The MHFG Group adopted ASU
No.2016-13, 2019-04, 2019-05, and 2019-11 on April 1, 2020 using a modified retrospective approach. Upon
adoption of these ASUs on April 1, 2020, the Group recorded ¥176 billion, or approximately 40% increase to theallowance for credit losses. After adjusting for deferred taxes, ¥125 billion decrease was recorded in Retained
earnings through a cumulative-effect adjustment. The increase to the allowance at adoption was primarily related
to both corporate and retail portfolio segments where the allowance for loan losses had not previously considered
the full term of the loans and forward-looking macroeconomic scenario, including further consideration ofpotential impact of COVID-19. On the other hand, at April 1, 2020, the adoption of these ASUs did not have amaterial impact on available-for-sale debt securities, a majority of which consists of Japanese government bonds.
The following table reconciles the closing allowance for loans and off-balance-sheet instruments in accordancewith ASC 310 and ASC 450 at March 31, 2020 to the opening allowance determined with ASC 326 at April 1,
2020:
At March 31, 2020
(ASC 310/450)

Loans:
Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Off-balance-sheet instruments . . . . . . . . . . . . . . . . . . . . .
F-27

413
28
46

Transition Adjustment(in billions of yen)

78
78
20

At April 1, 2020
(ASC 326)

491
106
66

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The allowance for credit losses on off-balance-sheet instruments was ¥87 billion at March 31, 2021, and wasincluded in Other liabilities. See Note 23 “Commitments and contingencies” for additional information on
off-balance-sheet instruments. For additional information, see Note 1 “Basis of presentation and summary ofsignificant accounting policies,” Note 3 “Investments,” Note 4 “Loans” and Note 5 “Allowance for credit losses
on loans.”
In August 2018, the FASB issued ASU No.2018-13, “Fair Value Measurement (Topic 820)—Disclosure
Framework—Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU No.2018-13”). The
ASU modifies the disclosure requirements for fair value measurements in order to improve the effectiveness ofthe notes to financial statements. The amendments require additional disclosure on changes in unrealized gains
and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value
measurements, and the narrative description of measurement uncertainty. The MHFG Group adopted ASU
No.2018-13 on April 1, 2020. Certain of the requirements are applied prospectively, and other amendments areapplied retrospectively. The current disclosure within the Group’s consolidated financial statements has been
updated to conform to this guidance.
In August 2018, the FASB issued ASU No.2018-14, “Compensation—Retirement Benefits—Defined Benefit
Plans—General (Subtopic 715-20)—Disclosure Framework—Changes to the Disclosure Requirements for
Defined Benefit Plans” (“ASU No.2018-14”). The ASU removes disclosures that no longer are considered costbeneficial, clarifies the specific requirements of disclosures, and adds disclosure requirements identified as
relevant. The MHFG Group adopted ASU No.2018-14 on April 1, 2020. The requirements are applied
retrospectively on the Group’s disclosures for the fiscal year ended March 31, 2020. The adoption of ASU
No.2018-14 did not have a material impact on disclosures in the Group’s consolidated financial statements.
In October 2018, the FASB issued ASU No.2018-17, “Consolidation (Topic 810)—Targeted Improvements toRelated Party Guidance for Variable Interest Entities” (“ASU No.2018-17”). The ASU requires indirect interests
held through related parties in common control arrangements to be considered on a proportional basis fordetermining whether fees paid to decision makers and service providers are variable interests. The MHFG Group
adopted ASU No.2018-17 on April 1, 2020 using a cumulative-effect adjustment to Retained earnings as ofApril 1, 2020. The adoption of ASU No.2018-17 did not have a material impact on the Group’s consolidated
results of operations or financial condition.
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 discounting transition. ASU
No.2020-04 is effective as of March 12, 2020 through December 31, 2022. ASU No.2021-01 is effective as ofJanuary 7, 2021 through December 31, 2022. The MHFG Group has elected the practical expedient for
modifications of contracts within the scope of ASC 310; the Group is currently evaluating the potential impactthat the relief for other topics will have on its consolidated results of operations or financial condition and has notelected any of other expedients and exceptions at this time. The practical expedient which the Group has elected
provides an election to account for certain contract amendments related to reference rate reform prospectively as
minor modifications without the requirement to assess the significance of the modifications. The main reason for
applying the practical expedient is to ease the administrative burden of accounting for contracts impacted byreference rate reform. This election did not have a material impact on the Group’s consolidated results ofoperations or financial condition.
F-28

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, 2020 and 2021 are as follows:
Amortized cost(4)(5)Gross unrealized Gross unrealized
gains
lossesFair value(in millions of yen)

2020
Available-for-sale securities:
Debt securities:
Japanese government bonds . . . . . . . . . . . . . . . . . . . . . .
Japanese local government bonds . . . . . . . . . . . . . . . . . .
U.S. Treasury bonds and federal agency securities . . . . .
Other foreign government bonds . . . . . . . . . . . . . . . . . .
Agency mortgage-backed securities(1) . . . . . . . . . . . . . .
Residential mortgage-backed securities . . . . . . . . . . . . .
Commercial mortgage-backed securities . . . . . . . . . . . .
Japanese corporate bonds and other debt securities . . . .
Foreign corporate bonds and other debt securities(2) . . . .

12,651,677
272,412927,172
1,408,009
494,958
83,077
609,559
1,836,540
849,595

1,319
649
7,733
3,273
10,490
1,405
5,551
7,489
2,595

50,224
494
—
202
434
151
106
8,772
168

12,602,772
272,567
934,905
1,411,080
505,014
84,331
615,004
1,835,257
852,022

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

19,132,999

40,50460,551

19,112,952

Held-to-maturity securities:
Debt securities:
Japanese government bonds . . . . . . . . . . . . . . . . . . . . . .
Agency mortgage-backed securities(3) . . . . . . . . . . . . . .

479,936
382,095

13,357
1,245

—
1,303

493,293
382,037

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

862,031

14,602

1,303

875,330

Amortized cost(4)(5)Gross unrealized Gross unrealized
gains
lossesFair value(in millions of yen)

2021
Available-for-sale securities:
Debt securities:
Japanese government bonds . . . . . . . . . . . . . . . . . . . . . .
Japanese local government bonds . . . . . . . . . . . . . . . . . .
U.S. Treasury bonds and federal agency securities . . . . .
Other foreign government bonds . . . . . . . . . . . . . . . . . .
Agency mortgage-backed securities(1) . . . . . . . . . . . . . .
Residential mortgage-backed securities . . . . . . . . . . . . .
Commercial mortgage-backed securities . . . . . . . . . . . .
Japanese corporate bonds and other debt securities . . . .
Foreign corporate bonds and other debt securities(2) . . . .

20,953,200
463,673
906,499
1,505,770
512,720
70,111
709,938
1,897,117
837,675

1,945
544
4,440
1,975
8,746
761
6,196
10,537
2,577

34,562
658
46
209
687
188
39
3,574
1,426

20,920,583
463,559
910,893
1,507,536
520,779
70,684
716,095
1,904,080
838,826

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

27,856,703

37,721

41,38927,853,035

Held-to-maturity securities:
Debt securities:
Japanese government bonds . . . . . . . . . . . . . . . . . . . . . .
Agency mortgage-backed securities(3) . . . . . . . . . . . . . .

479,959
407,190

9,555
10,178—3,273

489,514414,095

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

887,149

19,733

3,273

903,609

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 ¥504,953 million and ¥61 million, respectively, at March 31, 2020, and ¥520,746 million and ¥33 million,
respectively, at March 31, 2021. 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 ¥271,387 million at March 31, 2020, and ¥275,661 million at March 31, 2021.
(3) All Agency mortgage-backed securities presented in this line are Ginnie Mae securities.

F-29

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)(4)(5)

Amortized cost, net of the allowance for credit losses, of which the amounts related to available-for-sale securities was ¥13,617 million
at March 31, 2021.
Accrued interest receivables are excluded from amortized cost, of which the amount was ¥10,379 million at March 31, 2021 andincluded in Accrued income.

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, 2021 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 . . . . . . . . . . . . . . . . . . . . . 15,467,870 4,393,273
Japanese local government bonds . . . . . . . . . . . . . . . . .
54,960218,971
U.S. Treasury bonds and federal agency securities . . .
264,954641,545
Other foreign government bonds . . . . . . . . . . . . . . . . . 1,173,242
330,497
Agency mortgage-backed securities . . . . . . . . . . . . . . .
——Residential mortgage-backed securities . . . . . . . . . . . .
——Commercial mortgage-backed securities . . . . . . . . . . .
9,188352,028
Japanese corporate bonds and other debt securities . . .
99,570787,829
Foreign corporate bonds and other debt securities . . . .
453,837
308,297

1,036,583
171,121—1,014——
346,322464,781
69,87855,474 20,953,200
18,621
463,673—
906,499
1,017 1,505,770
512,720
512,720
70,111
70,111
2,400
709,938
544,937 1,897,117
5,663
837,675

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,523,621 7,032,440

2,089,699

1,210,943 27,856,703

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

——479,959————
407,190479,959
407,190

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

—479,959—

407,190

887,149

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 . . . . . . . . . . . . . . . . . . . . . 15,465,941 4,388,044
Japanese local government bonds . . . . . . . . . . . . . . . . .
54,952219,223
U.S. Treasury bonds and federal agency securities . . .
266,327
644,566
Other foreign government bonds . . . . . . . . . . . . . . . . . 1,173,773
331,732
Agency mortgage-backed securities . . . . . . . . . . . . . . .
——Residential mortgage-backed securities . . . . . . . . . . . .
——Commercial mortgage-backed securities . . . . . . . . . . .
9,195354,284
Japanese corporate bonds and other debt securities . . .
99,609788,292
Foreign corporate bonds and other debt securities . . . .
454,457
308,024

1,013,487
170,759—
1,014——
350,177
464,42870,065

53,111 20,920,583
18,625463,559—
910,893
1,017 1,507,536
520,779
520,779
70,68470,6842,439
716,095
551,751 1,904,080
6,280
838,826

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,524,254 7,034,165

2,069,930

1,224,686 27,853,035

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

——489,514————414,095

489,514414,095

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

—489,514—414,095

903,609F-30

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Credit losses
The other-than-temporary impairment losses on available-for-sale securities for the fiscal years ended March 31,
2019 and 2020 were not significant. No impairment losses were recognized on held-to-maturity securities for theperiods. As a result of the adoption of the ASU No.2016-13, 2019-04, 2019-05 and 2019-11, no material
allowance for credit losses on available-for-sale securities were recognized at April 1, 2020. The MHFG Group
recognized ¥14 billion of allowance for credit losses on available-for-sale securities for the period ending
March 31, 2021. The increase was due mainly to an increase of credit losses for certain Japanese corporate bonds
and other debt securities. No allowance for credit losses were recognized on held-to-maturity securities at
April 1, 2020 and March 31, 2021, respectively because held-to-maturity securities consist of Japanese
government bond and agency mortgage-backed securities like Ginnie Mae securities. See Note 1 “Basis ofpresentation” for further details of the methodology used to determine the allowance for credit losses.

F-31

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Continuous unrealized loss position
The following table shows the gross unrealized losses, net of allowance for credit losses, and fair value ofavailable-for-sale and held-to-maturity securities, aggregated by the length of time that individual securities havebeen in a continuous unrealized loss position, at March 31, 2020 and 2021:
Less than 12 months
12 months or more
Gross
Gross
Fair
unrealized
Fair
unrealized
value
lossesvalue
losses(in millions of yen)

2020
Available-for-sale securities:
Debt securities:
Japanese government bonds . . . . . . . . . . . . . . . . . 10,339,320 43,204
Japanese local government bonds . . . . . . . . . . . . .
162,665
418
U.S. Treasury bonds and federal agency
securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
——Other foreign government bonds . . . . . . . . . . . . . .
196,990
202
30,913
227
Agency mortgage-backed securities(1) . . . . . . . . . .
Residential mortgage-backed securities . . . . . . . .
9,524
62Commercial mortgage-backed securities . . . . . . .
15,11585
Japanese corporate bonds and other debt
securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
669,572 5,507
Foreign corporate bonds and other debt
securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
152,058
165
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,576,157 49,870

283,561
34,114

Total
Fair
value

Gross
unrealized
losses7,020 10,622,881 50,224
76
196,779
494

—
—
9,504
5,450
7,478

—
—
207
89
21

—
196,990
40,417
14,974
22,593

—
202
434
151
106

608,361

3,265

1,277,933

8,772

5,564

3

157,622168

954,032 10,681 12,530,189 60,551

Held-to-maturity securities:
Debt securities:
Agency mortgage-backed securities(2) . . . . . . . . . .

——191,2441,303

191,244

1,303

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

——191,2441,303

191,244

1,303

2021
Available-for-sale securities:
Debt securities:
Japanese government bonds . . . . . . . . . . . . . . . . . 9,998,772
Japanese local government bonds . . . . . . . . . . . . .
125,058
U.S. Treasury bonds and federal agency
securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38,625
Other foreign government bonds . . . . . . . . . . . . . .
576,41570,088Agency mortgage-backed securities(1) . . . . . . . . . .
Residential mortgage-backed securities . . . . . . . .
9,270
Commercial mortgage-backed securities . . . . . . .
12,530Japanese corporate bonds and other debt
securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
278,698
Foreign corporate bonds and other debt
securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
233,405
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,342,861

1,924 4,058,718 32,638 14,057,490 34,562
323
130,384335
255,442
658
46
209
120
52
6

—
—
36,98911,435
10,351

—
—
567
136
33

38,625
576,415
107,077
20,70522,881

46
209
687
188
39

953

843,026

2,621

1,121,724

3,574

1,426

—

—

233,405

1,426

5,059 5,090,903 36,330 16,433,764 41,389

Notes:(1) Agency mortgage-backed securities presented in this line consist of Japanese agency mortgage-backed securities, of which the fairvalues were ¥40,417 million at March 31, 2020, and ¥107,077 million at March 31, 2021. All Japanese agency mortgage-backed
securities are issued by Japan Housing Finance Agency, a Japanese government-sponsored enterprise.
(2) All Agency mortgage-backed securities presented in this line are Ginnie Mae securities.

F-32

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
At March 31, 2021, 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 MHFG 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 were 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 MHFG Group determined that their entire amortized cost bases were expected to be
recovered, after considering various factors such as the extent to which their fair values were below theiramortized cost bases, the external and/or internal ratings and the present values of cash flows expected to becollected. Based on the aforementioned evaluation, except for the securities for which credit losses have beenrecognized in income, the MHFG 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, 2019, 2020 and 2021. See “Consolidated Statements of Cash Flows for the fiscal years
ended March 31, 2019, 2020 and 2021” for the proceeds from sales of investments.
2019

2020
2021
(in millions of yen)

Gross realized gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross realized losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

23,777(26,299)

41,903(13,398)

3,309(24,407)

Net realized gains (losses) on sales of available-for-sale securities . . . . . . . . . .

(2,522)28,505(21,098)

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 without readily determinable fairvalues include non-marketable stock including preferred stock issued by equity method investees.

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, 2019, 2020 and 2021:
2019

Net gains (losses) recognized during the period on equity securities . . . . . . . . .
Less: Net gains (losses) recognized during the period on equity securities soldduring the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized gains (losses) recognized during the reporting period on equity
securities still held at the reporting period . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-33

2020
2021
(in millions of yen)

(155,947) (557,391)
34,034

850,567

1,710

82,969(189,981) (559,101)

767,598

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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, 2019, 2020 and 2021:
2019

Carrying amounts at the end of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Downward adjustments and impairments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Upward adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2020
2021
(in millions of yen)

212,270
1,413
2,373

419,775
2,435
9,128

186,146
5,087
9,216

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.
2019

Downward adjustments and impairments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Upward adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2020
2021
(in millions of yen)

1,413
2,373

1,272
6,928

3,084
404

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 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.
Other investments
The following table summarizes the composition of Other investments at March 31, 2020 and 2021:
2020
2021
(in millions of yen)

Equity method investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments held by consolidated investment companies . . . . . . . . . . . . . . . . . . . . . . . .

404,513
39,438460,025
55,321

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

443,951

515,346

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 ¥213,243 million and ¥229,156 million, at March 31, 2020 and 2021, respectively. The aggregate
market values of these marketable equity securities were ¥287,488 million and ¥424,267 million, respectively.
The majority of aggregate market values of these marketable equity securities include Orient Corporation, theChiba Kogyo Bank, Ltd., 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%, 16.89%, 15.00% and 23.52%, respectively, as of March 31, 2021. In addition, equity method
F-34

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
investments include non-marketable equity securities such as Matthews International Capital Management, LLC
and Custody Bank of Japan, Ltd. of which the MHFG Group’s proportionate share of the total outstanding
common stock were 16.41% and 27.00%, respectively, as of March 31, 2021.
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
The table below presents loans outstanding by domicile and industry of borrower at March 31, 2020 and 2021:
2020
2021
(in millions of yen)Domestic:
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction and real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Wholesale and retail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transportation and communications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Government and public institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other industries(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Individuals:
Mortgage loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9,731,028
9,603,433
5,992,511
5,219,727
3,832,884
4,634,442
2,198,805
5,389,347

11,010,644
10,492,162
6,406,710
5,357,287
3,885,807
4,695,677
1,898,137
5,918,260

8,567,099
861,235

8,193,398
790,184

56,030,511

58,648,266

Foreign:
Commercial and industrial(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,818,709
Banks and other financial institutions(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,475,277
Government and public institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
317,284
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35,38819,454,623
10,448,778
177,385
18,843

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

31,646,658

30,099,629

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

87,677,169
149,081

88,747,895
167,028

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

87,528,088

88,580,867

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

Notes:
(1)
(2)
(3)

(4)

Banks and other financial institutions of domestic includes mainly banks, securities companies, insurancecompanies and credit card companies.
Other industries of domestic includes trade receivables and lease receivables of consolidated VIEs.
Commercial and industrial of foreign includes ¥173,312 million and ¥221,908 million of lease receivables
that are receivables arising from direct financing leasing for the fiscal years ended March 31, 2020 and
2021, respectively.
Banks and other financial institutions of foreign includes mainly banks and financial services companies.
F-35

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Net losses on sales of loans were ¥2,018 million, ¥1,036 million and ¥8,172 million including unrealized losses
related to recording loans held for sale at the lower of cost or fair value for the fiscal years ended March 31,
2019, 2020 and 2021, respectively. The gains and losses on sales of loans are recorded in Other noninterest
income and expenses, respectively.
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. See Note 3 “Investments” for the credit losses related to held-to-maturity
and available-for-sale debt securities.
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 at March 31, 2021 was ¥77,764 million andincluded in Accrued income.

F-36

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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-37

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,
2020 and 2021:
March 31,2020

March 31, 2021
Term loans by origination year
2020

2019

2018

Prior to Revolving
2017
2016
2016
Loans
(in millions of yen)

Total

Total

Domestic:
Corporate:
Large companies:
Normal obligors . . . . . . . . . . . . . . . . . . 14,351,596 6,173,182 6,884,219 2,384,565 2,105,541 2,256,613 6,819,851 40,975,567 37,941,346
Watch obligors excluding special
attention obligors . . . . . . . . . . . . . . .
151,406
86,39086,19961,78540,90735,681
128,363590,731840,289
Nonaccrual loans . . . . . . . . . . . . . . . . .
219,111
196,945
38,490 129,066
28,6509,547
194,607
816,416
343,439
Small and medium-sized companies:
Normal obligors . . . . . . . . . . . . . . . . . .
633,438
463,744397,656 224,791 205,687 502,707
518,612 2,946,635 2,941,599
Watch obligors excluding special
attention obligors . . . . . . . . . . . . . . .
62,30024,24530,007
13,547
13,53624,43029,041
197,106
189,075
Nonaccrual loans . . . . . . . . . . . . . . . . .
78,238
10,794
7,341
5,168
3,154
8,852
28,853
142,400
119,759Retail:Housing Loan:
Normal obligors . . . . . . . . . . . . . . . . . .
785,194588,599
588,535 600,179 741,969 4,599,546— 7,904,022 8,215,781
Watch obligors excluding special
attention obligors . . . . . . . . . . . . . . .
2,041
1,075
1,566
1,343
2,127
39,046—47,19857,478Nonaccrual loans . . . . . . . . . . . . . . . . .
20,706
2,268
1,399
1,421
1,640
35,135—62,56957,696
Others:Normal obligors . . . . . . . . . . . . . . . . . .
431,277
154,675
127,379
88,64985,042 317,237
526,703 1,730,962 1,783,779
Watch obligors excluding special
attention obligors . . . . . . . . . . . . . . .
50,212
14,28810,450
5,888
3,713
5,796
10,545
100,892
81,463
Nonaccrual loans . . . . . . . . . . . . . . . . .
32,594
2,086
1,145
901
837
8,780
12,55758,90059,782
Sovereign:
Normal obligors . . . . . . . . . . . . . . . . . . 1,466,468
80,260128,702
71,94375,389 389,777
12,615 2,225,154 2,559,420
Watch obligors excluding special
attention obligors . . . . . . . . . . . . . . .
4,312
3,594
2,164
635
31
—
—
10,736
10,939Nonaccrual loans . . . . . . . . . . . . . . . . .
—
—
—
—
—
—
—
—
—
(4)
Banks and other financial institutions :Normal obligors . . . . . . . . . . . . . . . . . .
51,874135,135
241,418
24,097
84,24460,281
162,622759,671828,666
Watch obligors excluding special
attention obligors . . . . . . . . . . . . . . .
—
—
—
—
—
—
—
—
—
Nonaccrual loans . . . . . . . . . . . . . . . . .
—
—
—
—
—
—
—
—
—
Total domestic . . . . . . . . . . . . . . . 18,340,767 7,937,280 8,546,670 3,613,978 3,392,467 8,293,428 8,444,369 58,568,959 56,030,511
Foreign:
Corporate:
Normal obligors . . . . . . . . . . . . . . . . . . 12,813,813 4,614,310 2,558,432 922,526
Watch obligors excluding special
attention obligors . . . . . . . . . . . . . . .
196,054
36,91572,52954,514
Nonaccrual loans . . . . . . . . . . . . . . . . .
61,65729,657
12,547
3,034
Retail:Normal obligors . . . . . . . . . . . . . . . . . .
2,100
2,342
1,468
1,034
Watch obligors excluding special
attention obligors . . . . . . . . . . . . . . .
———14
Nonaccrual loans . . . . . . . . . . . . . . . . .
————Sovereign:
Normal obligors . . . . . . . . . . . . . . . . . .
96,17778,727
26,569 157,256
Watch obligors excluding special
attention obligors . . . . . . . . . . . . . . .
————Nonaccrual loans . . . . . . . . . . . . . . . . .
—
710
—
—
(5)
Banks and other financial institutions :Normal obligors . . . . . . . . . . . . . . . . . . 1,030,080
317,635
275,695
18,272
Watch obligors excluding special
attention obligors . . . . . . . . . . . . . . .
6,341
—
78
—
Nonaccrual loans . . . . . . . . . . . . . . . . .
————Total foreign . . . . . . . . . . . . . . . . . 14,206,222 5,080,296 2,947,318 1,156,650

655,823 1,143,658 4,501,155 27,209,717 28,555,991
894
4,417

25,00917,394

127,553
14,580513,468
143,286

336,470
135,522

1,074

1,401

18

9,437

30,862

—
—

13
—

—
—

27
—

858
6

—

4,474

69,320432,523

558,384——

20,118———

20,118710

19,971
—

1,497

3,105

4,774
—

—
—

25,145 1,671,429 2,008,516——

11,193—

78—

668,479 1,215,172 4,737,771 30,011,908 31,646,658

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,546,989 13,017,576 11,493,988 4,770,628 4,060,946 9,508,600 13,182,140 88,580,867 87,677,169

F-38

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
nonacccrual.
(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, 2021.
(4) Banks and other financial institutions of domestic includes mainly banks and securities companies.
(5) Banks and other financial institutions of foreign includes mainly banks.

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 ninety days past due and still accruing. The Group does not have
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. The table below presents nonaccrual loans information at March 31, 2020 and 2021:
Nonaccrualloans with anallowance

2020
Domestic:
Corporate:
Large companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Small and medium-sized companies . . . . . . . . . . . . . . .
Retail:Housing Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign:
Total foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021
Domestic:
Corporate:
Large companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Small and medium-sized companies . . . . . . . . . . . . . . .
Retail:Housing Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign:
Total foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amortized cost
Nonaccrual
Totalloans without nonaccrual
an allowanceloans(in millions of yen)Interest
incomerecognized

333,442
102,786

9,997
16,973

343,439
119,759

4,155
1,724

28,26336,220500,71129,43323,562
79,96557,69659,782580,676

937
846
7,662

95,289596,000

40,239120,204

135,528
716,204

3,032
10,694

800,329
121,031

16,087
21,369816,416
142,400

13,0501,759

37,00637,884996,250

25,56321,01684,03562,56958,9001,080,285

1,073
806
16,688117,300
1,113,550

26,696
110,731

143,996
1,224,281

2,422
19,110Notes:(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.

F-39

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)(2) Amounts represent the amount of interest income on nonaccrual loans recognized on a cash basis andincluded in Interest income on loans in the consolidated statements of income.
(3) The majority of total foreign consist of corporate.
The remaining balance of nonaccrual loans that have been partially charged off, was ¥20,378 million and¥20,197 million as of March 31, 2020 and 2021, 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, 2020 and 2021:
Interest rate
Loan forgiveness or debt to reduction
and/orequity swaps
postponement ofRecordedprincipal and/or
investment(1) Charge-offs
interest(in millions of yen)

2020
Domestic:
Corporate:
Large companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Small and medium-sized companies . . . . . . . . . . . . . . . . . . .
Retail:Housing Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

689
—

4,002
—

357,616
99,778

—
—

—
—

5,814
15,622

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

689

4,002

478,830

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

466

4,906

114,159

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

1,155

8,908

592,989

—
—

160
—

597,281
120,798

—
—
—

—
—
—

21,54820,604
3,200

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

—160

763,431

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

2,614

4,385

163,149

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

2,614

4,545

926,580

Foreign:

2021
Domestic:
Corporate:
Large companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Small and medium-sized companies . . . . . . . . . . . . . . . . . . .
Retail:Housing Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . . . . . . . . . . . . . . . . . . .
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, 2020 and 2021 with respect to the loans modified as TDRs
within the previous twelve months:
Recorded investment
2020
2021
(in millions of yen)Domestic:
Corporate:
Large companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Small and medium-sized companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retail:Housing Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

20,133
5,127

10,590
5,603

1,134
3,978

810
2,133

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

30,372

19,136

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

11,442

47,239Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

41,814

66,375

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,
2020 and 2021:
30-59 days
past due60-89 days
past due

90 days ormore past due

Total pastdue

Current

Total(in millions of yen)
2020
Domestic:
Corporate:
Large companies . . . . . . . . . . . . . . . . . . . .
Small and medium-sized companies . . . . .
Retail:Housing Loan . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sovereign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . . . .

2,146
2,347

2,013
894

38,364
9,187

42,523
12,42839,082,551
3,238,005

39,125,074
3,250,433

15,703
6,179——

10,0782,013——

26,69015,239——52,471
23,431——

8,278,484
1,901,593
2,570,359
828,666

8,330,955
1,925,024
2,570,359
828,666

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

26,375

14,99889,480130,853

55,899,658

56,030,511

Foreign:
Total foreign . . . . . . . . . . . . . . . . . . .

1,214

181

28,722

30,11731,616,541

31,646,658

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

27,58915,179118,202160,970

87,516,199

87,677,169

1,275
1,386

4,607
—

27,387
9,185

33,26910,57142,349,445
3,275,570

42,382,714
3,286,141

9,776
5,165
—
—

7,102
1,123
—
—

21,257
12,012——

38,13518,300——7,975,654
1,872,454
2,235,890
759,671

8,013,789
1,890,754
2,235,890
759,671

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

17,602

12,832

69,841

100,275

58,468,684

58,568,959

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

—

7,477

30,79538,272

29,973,636

30,011,908

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

17,602

20,309100,636

138,547

88,442,320

88,580,867

2021
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.

Collateral Dependent Loans
The MHFG Group uses, as a practical expedient, the fair value of the collateral when recording the net carrying
amounts of loans and determining the allowance for credit losses of such loans, for which the repayment is
expected to be provided substantially through the operation or sale of the collateral, when the borrower isexperiencing financial difficulty based on the assessment as of the reporting date. As of March 31, 2021,
collateral relating to these loans comprised of real estate, exchange traded equity securities and deposits, etc., andprimarily collateral type was 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-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, 2019,2020 and 2021 are shown below:
Corporate

RetailTotal(in millions of yen)

2019
Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

275,825

34,077309,902

Provision (credit) for credit losses on loans . . . . . . . . . . . . . . . . . . . . . . . .

30,7201,739

32,459Charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(39,815)
12,732(7,709)1,371(47,524)
14,103

Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(27,083)(6,338)(33,421)

Others (Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1,507)(232)(1,739)Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

277,955

29,246307,2012020
Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

277,955

29,246307,201

Provision (credit) for credit losses on loans . . . . . . . . . . . . . . . . . . . . . . . .

149,915

6,285

156,200

Charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(35,021)
26,338(9,337)
1,578(44,358)
27,916

Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(8,683)(7,759)(16,442)

Others (Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(6,161)

57(6,104)

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

413,026

27,829440,855

2021
Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

413,026

27,829440,855

April 1, 2020 adoption of CECL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

77,51478,241

155,755

Adjusted Balance at beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . .

490,540

106,070

596,610

Provision (credit) for credit losses on loans . . . . . . . . . . . . . . . . . . . . . . . .

124,086(11,310)

112,776

Charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(72,212)
13,047(6,589)888(78,801)
13,935

Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(59,165)(5,701)(64,866)

Others (Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7,009

(680)

6,329

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

562,470

88,379650,849

Note: Others includes primarily foreign exchange translation.

F-43

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
6. Premises and equipment
Premises and equipment at March 31, 2020 and 2021 consist of the following:
2020
2021
(in millions of yen)

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

557,943
657,774442,302228,383
73,164
1,359,120

569,337
737,144414,201
222,296
23,441
1,372,364

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Accumulated depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,318,686
1,462,438

3,338,783
1,527,325

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

1,856,248

1,811,458

Depreciation and amortization expense for premises and equipment for the fiscal years ended March 31, 2019,2020 and 2021 was ¥345,560 million, ¥234,457 million and ¥223,164 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 ¥27,428 million on premises and equipment for the fiscal
year ended March 31, 2019, of which ¥8,910 million was recorded in General and administrative expenses and¥18,518 million was recorded in Occupancy expenses. Such losses included ¥15,761 million of impairment
losses primarily on real estate of certain branches recognized in Retail & Business Banking Company. In relation
to the Group’s branch network strategy, these branches are either no longer being used for its banking operationsor the carrying amounts are not recoverable because of the Group’s intention to close these branches.
The MHFG Group recognized impairment losses of ¥13,490 million on premises and equipment for the fiscal
year ended March 31, 2020, of which ¥6,813 million was recorded in General and administrative expenses and¥6,677 million was recorded in Occupancy expenses. Such losses included ¥6,774 million of impairment losses
related mainly to entity-wide software that are no longer to be used. In addition, ¥5,587 million of impairment
losses were recognized on real estate used mainly as the entity-wide assets and certain branches in Retail &Business Banking Company. These real estates are either no longer being used or the carrying amounts are notrecoverable.
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 are no longer to be used. In addition, ¥2,275 million of impairment
losses were recognized on real estate used mainly as certain branches in Global Corporate Company or Retail &Business Banking Company. These real estates are either no longer being used or the carrying amounts are notrecoverable.

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, 2019, 2020 and 2021 are as follows:
2019

Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment losses recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2020
2021
(in millions of yen)

95,184—(33)
95,151

95,151(2,155)
1
92,99792,997(302)—
92,695Gross amount of goodwill(Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 169,489 169,313 167,552
Accumulated impairment losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
74,33876,31674,857
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 31 “Business segment information.”
Intangible assets
The table below presents the gross carrying amount, accumulated amortization and net carrying amount ofintangible assets, at March 31, 2020 and 2021:
2020
Gross
carrying
amount

2021

Net
Gross
Accumulated carrying carrying
amortization amount amount(in millions of yen)Net
Accumulated carrying
amortization amount

Intangible assets subject to amortization:
Customer relationships(Note) . . . . . . . . . . . . . . 126,979
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,693

70,904
1,460

56,075 126,979
233
1,429

79,362
1,234

47,617
195

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . 128,672

72,36456,308 128,408

80,59647,812

8,309

—

8,309

64,689 136,717

80,59656,121Intangible assets not subject to amortization:
Total . . . . . . . . . . . . . . . . . . . . . . . . . . .

8,381

—

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137,053

72,364

8,381

Note: Customer relationships were 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 ofpresentation and summary of significant accounting policies” for further information.
For the fiscal years ended March 31, 2019, 2020 and 2021, the MHFG Group recognized ¥9,604 million,¥9,267 million and ¥8,513 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:
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7,692
7,175
6,661
6,149
5,645

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, 2020 and 2021:
2020
2021
(in billions of yen)Interest-bearing deposits in other banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

69
5,705
4,155
3,887
2,786

71
7,424
5,573
10,4172,291

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

16,602

25,776

The associated liabilities collateralized by the above assets at March 31, 2020 and 2021 are summarized below:
2020
2021
(in billions of yen)

Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payables under repurchase agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payables under securities lending transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,057
5,480
1,094
4,014
213

764
6,334
1,185
6,272
192

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

11,85814,747The 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, 2020 and 2021, 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 ¥38,808 billion and ¥46,346 billion, respectively. Thesebalances included the reserve funds required to be maintained by the MHFG Group, which amounted to¥1,507 billion and ¥1,617 billion at March 31, 2020 and 2021, respectively.
At March 31, 2020 and 2021, the MHFG Group had received collateral that can be sold or repledged, with a fairvalue of ¥20,663 billion and ¥13,882 billion, respectively, of which ¥18,824 billion and ¥12,583 billion,
respectively, was sold and repledged. Such collateral was primarily obtained in connection with resale or
F-46

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
securities 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.
9. Deposits
The balances of time deposits and certificates of deposit issued by domestic offices in amounts of ¥10 million(approximately US$90 thousand at the Federal Reserve Bank of New York’s noon buying rate on March 31,2021) or more and the balances of these deposits issued by foreign offices in amounts of US$100,000 or more atMarch 31, 2020 and 2021 are as follows:
2020

2021

(in millions of yen)Domestic offices:Time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certificates of deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

14,684,619
7,558,770

11,858,071
10,599,046

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

22,243,389

22,457,117

Foreign offices:Time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certificates of deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

18,008,751
5,723,792

14,979,260
6,593,526

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

23,732,543

21,572,786

The aggregate amount of demand deposits in overdraft status that have been reclassified as loan balances at
March 31, 2020 and 2021 was ¥696 billion and ¥627 billion, respectively.

F-47

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The balance and remaining maturities of time deposits and certificates of deposit issued by domestic and foreign
offices at March 31, 2021 are shown in the following table:Timedeposits

Certificates ofdeposit(in millions of yen)

Total

Domestic offices:
Due in one year or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due after one year through two years . . . . . . . . . . . . . . . . . . . . . . .
Due after two years through three years . . . . . . . . . . . . . . . . . . . . .
Due after three years through four years . . . . . . . . . . . . . . . . . . . . .
Due after four years through five years . . . . . . . . . . . . . . . . . . . . . .
Due after five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

16,782,005
1,501,777
1,130,362
352,954353,188
199,933

10,445,126
152,660
760
—
500
—

27,227,131
1,654,437
1,131,122352,954353,688
199,933

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

20,320,219

10,599,046

30,919,265

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

14,929,051
32,554
23,3192,490
47—6,425,624
11,392
72,11084,400——21,354,675
43,94695,42986,89047—

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

14,987,461

6,593,526

21,580,987

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

35,307,680

17,192,572

52,500,252

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
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, 2020 and 2021 are as follows:
2020
2021
(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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-48

54,65832,546730,089 2,528,568
4,002,781 6,253,123
126,957
271,675
4,914,485

9,085,912

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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¥411,089 million and ¥319,000 million, respectively, at March 31, 2020, and ¥2,105,068 million and¥423,500 million, respectively, at March 31, 2021.
Long-term debt
Long-term debt with original maturities of more than one year at March 31, 2020 and 2021 is comprised of thefollowing:
2020
2021
(in millions of yen)

Obligations under finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loan participation borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Senior borrowings and bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subordinated borrowings and bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

16,250149,398
6,402,157
3,778,347

9,170
169,069
7,494,512
4,033,720

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

10,346,152

11,706,471

The following table presents the interest rates and maturities of senior borrowings and bonds, and subordinatedborrowings and bonds:

Senior borrowings and bonds:
fixed rate denominated in Japanese yen . . . .
fixed rate denominated in U.S. dollars . . . . .
fixed rate denominated in othercurrencies . . . . . . . . . . . . . . . . . . . . . . . . . .
floating rate denominated in Japanese yen . .
floating rate denominated in U.S. dollars . . .
floating rate denominated in othercurrencies . . . . . . . . . . . . . . . . . . . . . . . . . .

Interest rates(1)(%)

Maturities(2)0.00-8.10
0.00-4.40

Apr.2021-Mar.2051
Apr.2021-Mar.2048

549,647
2,744,713

547,133
3,275,076

0.00-6.00
0.00-52.00
0.00-48.10

Apr.2021-Sep.2039
Apr.2021-Mar.2051
Apr.2021-Dec.2060

609,346
606,095
1,682,540

838,247
584,606
2,035,844

0.00-18.80

Apr.2021-Nov.2030

209,816

213,606

6,402,157

7,494,512

3,370,234
408,1133,618,520
415,200

3,778,347

4,033,720

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subordinated borrowings and bonds:
fixed rate denominated in Japanese yen . . . .
fixed rate denominated in U.S. dollars . . . . .

0.39-4.26
4.30-4.70

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

Sep.2021-Perpetual
Jul.2022-Oct.2025

2020
2021
(in millions of yen)

10,180,504 11,528,232

Notes:(1) The interest rates disclosed reflect the range of contractual rates in effect at March 31, 2021.
(2) Maturity information disclosed is the range of maturities at March 31, 2021.
(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.
F-49

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following is a summary of contractual maturities of long-term debt subsequent to March 31, 2021:(in millions of yen)

Fiscal year ending March 31:
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2027 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,379,864
1,348,532
810,662
1,366,608
579,8096,220,996

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

11,706,471

12. Other assets and liabilities
The following table sets forth the details of other assets and liabilities at March 31, 2020 and 2021:
2020
2021
(in millions of yen)

Other assets:
Accounts receivable:
Receivables from brokers, dealers and customers for securities transactions . . . 783,439 2,339,902
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 358,702 393,410
Collateral pledged:
Collateral pledged for derivative transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,246,026 1,088,847
Margins provided for futures contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 602,039 297,496
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 941,167 939,557
Prepaid pension cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 711,981 999,962
Right-of-use assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 613,068 611,533
Security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107,294 104,915
Loans held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60,08429,834
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 542,079 651,572
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,965,879 7,457,028
Other liabilities:
Accounts payable:
Payables to brokers, dealers and customers for securities transactions . . . . . . . . 2,161,075 2,576,887
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 375,127 403,501
Guaranteed trust principal(Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 824,431 814,509
Lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 627,250 636,541
Collateral accepted:
Collateral accepted for derivative transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . 846,426 763,642
Margins accepted for futures contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 797,317 555,760
Unearned income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122,072 120,521
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,244,697 1,337,397
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,998,395 7,208,758
Note: 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 the
F-50

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
definition of a VIE for which the MHFG Group provides guarantees for the repayment of principal. See
Note 24 “Variable interest entities and securitizations” for further discussion of the guaranteed principal
money trusts.
13. Preferred stock
The composition of preferred stock at March 31, 2019, 2020 and 2021 is as follows:
Class of stock

March 31, 2019
Authorized
IssuedClass XIV preferred stock . . . . . . . . . . . . . . .
90,000,000
Class XV preferred stock . . . . . . . . . . . . . . . 90,000,000
Class XVI preferred stock . . . . . . . . . . . . . . . 150,000,000———

March 31, 2020
Authorized
Issued(number of shares)

90,000,000
90,000,000
150,000,000———

March 31, 2021
Authorized
Issued90,000,000
90,000,000
150,000,000———

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.
Except for the 1-for-10 share consolidation noted in Note 1 “Basis of presentation and summary ofsignificant accounting policies,” there was no change in balance of the preferred stock in the fiscal years ended
March 31, 2019, 2020 and 2021.
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, 2019, 2020 and 2021:
2019

2020
(shares)

2021

Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . .
Issuance of new shares of common stock due to exercise ofstock acquisition rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,538,964,494

2,539,249,894

2,539,249,894

285,400——

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, 2021, MHFG’s capital stock, capital surplus and retained earnings were ¥2,256,768 million,¥1,196,660 million and ¥1,949,956 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, 2021 was ¥1,201,010 million, of
which ¥1,196,660 million was included in capital surplus and ¥4,350 million in retained earnings.
F-51

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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, 2021, was ¥1,939,807 million, based on theamount 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.

F-52

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
16. Accumulated other comprehensive income (loss), net of tax
Changes in each component of AOCI for the fiscal years ended March 31, 2019, 2020 and 2021 are as follows:
2019

AOCI, balance at beginning of fiscal year, previously reported . . . . . . . . . . . . . . . . . . . . .
Cumulative effect of change in accounting principles . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
AOCI, balance at beginning of fiscal year, adjusted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2020
2021
(in millions of yen)

1,741,894(1,535,142)
206,752

164,021(1,052)
162,969(9,494)—(9,494)

1,556,585(1,525,064)
31,521(11,358)

22,019—22,019(22,566)(19,592)—(19,592)(4,911)

1,856(19,045)

16,330Change during year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(9,502)(41,611)

11,419Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

22,019(19,592)(8,173)(35,076)—(35,076)(22,737)(58,558) (109,872)(1,052)—(59,610) (109,872)(49,888)
22,704

Net unrealized gains (losses) on available-for-sale securities:
Balance at beginning of fiscal year, previously reported . . . . . . . . . . . . . . . . . . .
Cumulative effect of change in accounting principles(1) . . . . . . . . . . . . . . . . . . .
Balance at beginning of fiscal year, adjusted . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized holding gains (losses) during year . . . . . . . . . . . . . . . . . . . . . . .
Less: reclassification adjustments for losses (gains) included in net
income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Foreign currency translation adjustments:
Balance at beginning of fiscal year, previously reported . . . . . . . . . . . . . . . . . . .
Cumulative effect of change in accounting principles(2) . . . . . . . . . . . . . . . . . . .
Balance at beginning of fiscal year, adjusted . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustments during year . . . . . . . . . . . . . . . . .
Less: reclassification adjustments for losses (gains) included in net
income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(745)

(374)

295

Change during year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(23,482)(50,262)

22,999Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(58,558) (109,872)(86,873)

220,385 196,446(17,243) (122,219)

69,455
331,668(6,696)(4,772)(3,970)Change during year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(23,939) (126,991)

327,698

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

196,446

69,455397,153—(10,078)(10,078)
14,293

4,114
—
4,114
45,56050,515—50,515(30,345)

Pension liability adjustments:
Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized gains (losses) during year . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: reclassification adjustments for losses (gains) included in net
income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Own credit risk adjustments :Balance at beginning of fiscal year, previously reported . . . . . . . . . . . . . . . . . . .
Cumulative effect of change in accounting principles(1) . . . . . . . . . . . . . . . . . . .
Balance at beginning of fiscal year, adjusted . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized gains (losses) during year . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: reclassification adjustments for losses (gains) included in net
income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(101)

841

(4,163)

Change during year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

14,192

46,401(34,508)

Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total other comprehensive income (loss), net of tax attributable to MHFG
shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4,114

50,51516,007(42,731) (172,463)

327,608

164,021318,114

AOCI, balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-53(9,494)

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Notes:(1) The MHFG Group adopted ASU No.2016-01, “Financial Instruments—Overall (Subtopic 825-10)—Recognition andMeasurement of Financial Assets and Financial Liabilities” (“ASU No.2016-01”) on April 1, 2018. The ASU
No.2016-01 requires equity investments (except those accounted for under the equity method of accounting or those that
result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income.
The ASU No.2016-01 also requires an entity to present separately in other comprehensive income the portion of the totalchange in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has
elected to measure the liability at fair value in accordance with the fair value option for financial instruments.
Cumulative-effect adjustments to the consolidated balance sheets were recognized upon adoption.
(2) The MHFG Group adopted ASU No.2017-12, “Derivatives and Hedging (Topic 815)—Targeted Improvements to
Accounting for Hedging Activities” (“ASU No.2017-12”) on April 1, 2019 and the ASU No.2017-12 eliminated theseparate measurement and reporting of hedge ineffectiveness. Cumulative-effect adjustment to the consolidated balance
sheets was recognized upon adoption.

The following table shows the amounts reclassified out of AOCI into net income during the fiscal year ended
March 31, 2021:

BeforeTaxtax(1) effect(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 . . . . . . . . . . . . (23,528) 7,195
Foreign currencytranslation
adjustments . . . . . . . . . .
(295) —
Pension liability
adjustments . . . . . . . . . . 5,371 (1,424)
Own credit risk
adjustments . . . . . . . . . . 6,241 (1,911)
Total . . . . . . . . . . . . . . . . . . . . . . (12,211) 3,860

Affected line items in
the consolidated
statements ofincome:Investment gains(losses)—net
Provision (credit) for(16,330)
credit losses(16,333)

3

(295)

—

(295)

3,947

23

3,970

4,330

(167)

4,163

(8,351)(141)(8,492)

Investment gains(losses)—net
Salaries andemployee benefits
Other noninterest
income (expenses)

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 to noncontrollinginterest columns are reported in the consolidated statements of income are Income tax expense and Net income,respectively.

F-54

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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 ofJapanese banks.
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.
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, suchas 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 of Basel III
compliant deferred obligations, such as subordinated debts, capital that meets Tier 2 requirements under Basel IIstandards, 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%.
Under Basel III, capital instruments that no longer qualify as Tier 2 capital are being phased out beginning March2013 by increments of 10% until becoming fully effective in March 2022. The MHFG Group’s existing
subordinated debt issued before March 2013 (the amounts thereof included within Tier 2 capital as of March 31,
2021 being ¥168.7 billion) are subject to the phase-out arrangements.
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, the
F-55

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
countercyclical 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.
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 capital requirements and regulatory adjustments are being phased in over a transitional period as follows(italicized percentages indicate those still in transition periods):

Minimum Common Equity Tier 1 capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Minimum Tier 1 capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Minimum total capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Phase out of recognition of capital instruments that no longer qualify ascapital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital conservation buffer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Countercyclical capital buffer(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional loss absorbency requirements for G-SIBs and D-SIBs(2) . . . . . . . . . . .
Minimum Leverage Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

March
2020

March
2021

March
2022

March
2023

4.5%
6.0%
8.0%

4.5%
6.0%
8.0%

4.5%
6.0%
8.0%

4.5%
6.0%
8.0%

20.0% 10.0% 0.0% 0.0%
2.5% 2.5% 2.5% 2.5%
0.01% 0.01% 0.01% 0.01%
1.0% 1.0% 1.0% 1.0%
3.0% 3.0% 3.0% 3.5%(3)Notes:(1) Figures assume that the countercyclical capital buffer will continue to be 0.01% after March 2022.
(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.
F-56

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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.
Capital adequacy ratios and leverage ratios of MHFG, MHBK, and MHTB as of March 31, 2020 and 2021
calculated in accordance with Japanese GAAP and the guidelines established by the Financial Services Agency
are set forth in the following table:
2020
Amount2021
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-57

4,978
7,245

8.01
11.65

5,405
7,850

8.01
11.63

5,910
9,024

9.51
14.52

6,418
9,702

9.51
14.37

7,152
10,722

11.51
17.25

7,767
11,385

11.51
16.87

6,629
9,024

3.00
4.08

6,016
9,702

3.00
4.83

2,567
6,501

4.50
11.39

2,823
6,972

4.50
11.11

3,422
8,275

6.00
14.50

3,764
8,819

6.00
14.05

4,563
9,865

8.00
17.29

5,019
10,400

8.00
16.57

6,160
8,275

3.00
4.02

5,660
8,819

3.00
4.67

93
489

4.50
23.64

82
527

4.50
28.94

124
489

6.00
23.66

109
527

6.00
28.94

165
491

8.00
23.74

146
527

8.00
28.94

216
489

3.00
6.79

138
527

3.00
11.41

2,403
6,130

4.50
11.47

2,648
6,561

4.50
11.14

3,204
7,905

6.00
14.80

3,531
8,406

6.00
14.28

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
2020
Amount2021
Ratio

AmountRatio(in billions of yen, except percentages)

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4,272
9,482

8.00
17.75

4,708
9,987

8.00
16.96

5,884
7,905

3.00
4.03

5,343
8,406

3.00
4.72

93
475

4.50
23.10

82
519

4.50
28.63

123
475

6.00
23.10

109
519

6.00
28.63

165
477

8.00
23.18

145
519

8.00
28.64

214
475

3.00
6.66

135
519

3.00
11.51

Notes:(1) The required ratios disclosed above, at March 31, 2020 and 2021, include the capital conservation buffer of 2.5%, the countercyclicalcapital buffer of 0.01% and the additional loss absorbency requirements for G-SIBs and D-SIBs of 1.0%, which are all in addition to theregulatory minima. The respective required amounts are determined by applying the ratios to the sum of the risk weighted assets andcertain other risk amounts.
(2) The required and actual amounts disclosed above at March 31, 2021 exclude amounts of deposits to the Bank of Japan.

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.

F-58

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, 2019, 2020 and 2021:
2019

2020
(in millions of yen)2021

Net income:Net income attributable to MHFG common shareholders . . . . . . . . . . .

84,471150,195

581,765

Effect of dilutive securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

—

—

Net income attributable to common shareholders after assumed
conversions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

84,471150,195

581,765

2019

2020
2021
(thousands of shares)

Shares:
Weighted average common shares outstanding . . . . . . . . . . . . . . . . . . .

2,536,238

2,537,368

2,537,513

Effect of dilutive securities:
Stock options and the common shares of MHFG under the stockcompensation programs(Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

452

158

89

Weighted average common shares after assumed conversions . . . .

2,536,690

2,537,526

2,537,602

2019

2020
(in yen)2021

Earnings per common share:
Basic net income per common share . . . . . . . . . . . . . . . . . . . . . . . . . . . .

33.31

59.19

229.27

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

33.30

59.19

229.26

Note: For the fiscal years ended March 31, 2020 and 2021, 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.

F-59

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
19. Income taxes
Income tax expense
The following table presents the components of Income tax expense for the fiscal years ended March 31, 2019,2020 and 2021:
2019

2020
(in millions of yen)

2021

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

116,695
49,871

96,231
52,88581,02378,992

Total current tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

166,566

149,116

160,015

Deferred:
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(162,475)
5,244(111,341)
9,400

55,927(5,226)

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

(157,231)(101,941)

50,701

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

9,335

47,175

210,716

The preceding table does not reflect the tax effects of items recorded directly in Equity for the fiscal years ended
March 31, 2019, 2020 and 2021. The detailed amounts recorded directly in Equity are as follows:
2019

2020
(in millions of yen)2021

Net unrealized gains (losses) on available-for-sale securities:
Unrealized gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: reclassification adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3,940)889(10,012)(8,410)(2,810)7,195

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

(3,051)(18,422)

4,385

Pension liability adjustments:
Unrealized gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: reclassification adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . .

(6,558)(2,370)(52,888)(1,765)

143,653(1,424)

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

(8,928)(54,653)

142,229

Own credit risk adjustments :Unrealized gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: reclassification adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,033
(47)

5,052
387

919
(1,911)

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

2,986

5,439

(992)

Total tax effect before allocation to noncontrolling interests . . . . . . . . . .

(8,993)(67,636)

145,622

F-60

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Reconciliation of Income tax expense
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, 2019, 2020 and 2021:
2019
2020
2021
(in millions of yen, except tax rates)

Income before income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effective statutory tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

85,06030.62%

153,490
1,028,764
30.62%
30.62%

Income tax calculated at the statutory tax rate . . . . . . . . . . . . . . . . . . . . . .
Income not subject to tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expenses not deductible for tax purposes . . . . . . . . . . . . . . . . . . . . . . . . .
Tax rate differentials of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncontrolling interest income (loss) of consolidated VIEs . . . . . . . . . . .
Effect of enacted change in tax rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in unrecognized tax benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other(Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

26,045(8,861)
1,389(3,522)(2,444)
3,475
(11)
9,420
(16,156)

46,999(7,758)1,290(5,756)
5,984
14,796(210)—(8,170)315,007(7,446)728(9,252)(39,410)(70,143)(213)—
21,445

Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9,335

47,175

210,716

Note: In the fiscal year ended March 31, 2019, the MHFG Group derecognized the majority of deferred tax
liabilities for undistributed earnings of foreign subsidiaries because the Group has intent and ability to
reinvest those earnings indefinitely in certain foreign subsidiaries.

F-61

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Deferred tax assets and liabilities
The components of net deferred tax assets (liabilities) at March 31, 2020 and 2021 are as follows:
2020

2021

(in millions of yen)

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

165,665
191,873
77,513
4,647
—
5,532
3,563
163,264
203,004

247,983
195,629
64,38914,893
8,519
1,164
—
151,383
237,730

Valuation allowance(Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

815,061 921,690(165,278) (129,150)

Deferred tax assets, net of valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

649,783

792,540

Deferred tax liabilities:
Prepaid pension cost and accrued pension liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Right-of-use assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

202,930—
188,591
58,26689,157292,397259,276
188,902—
83,952

Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

538,944824,527

Net deferred tax assets (liabilities) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

110,839(31,987)

Note: The amount includes ¥101,498 million and ¥85,001 million related to MHSC’s net operating loss
carryforwards resulting mainly from the organizational restructuring of certain foreign subsidiaries as ofMarch 31, 2020 and 2021, respectively. The tax effect of the net operating loss carryforwards issubstantially offset by ¥86,591 million and ¥56,928 million, respectively, of valuation allowance as a resultof 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, 2021, the accumulated amount of undistributed earnings that will be indefinitely reinvested andthe unrecognized deferred tax liabilities related to such subsidiaries are approximately ¥233 billion and¥22 billion, respectively.

F-62

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, 2020 and 2021:
Deferred tax assets

Valuation allowance

Deferred tax assets,
net of valuation allowance(in billions of yen)

2020
Japan(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The United States . . . . . . . . . . . . . . . . . . . . . . . . . .
The United Kingdom(2) . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

110
3
47
3

(92)
—
(47)
(2)

18
3
—
1

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

163

(141)

22

2021
Japan(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The United States . . . . . . . . . . . . . . . . . . . . . . . . . .
The United Kingdom(2) . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

94
2
54
1

(64)
—
(54)
—

30
2
—
1

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

151

(118)

33

Notes:(1) ¥101 billion of the Japan deferred tax assets of ¥110 billion is related to MHSC, which is substantially offset
by a valuation allowance, and will expire during the fiscal year ending March 31, 2026.
(2) The United Kingdom net operating loss carryforwards may be carried forward indefinitely for tax purposes.
(3) ¥85 billion of the Japan deferred tax assets of ¥94 billion is related to MHSC, which is substantially offset
by a valuation allowance, and will expire during the fiscal year ending March 31, 2026.
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.
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.
F-63

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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 years ended March 31, 2019,2020 and 2021, with a few exceptions of certain subsidiaries, deferred tax assets and liabilities are calculated
separately for each legal entity. The Group is applying to the consolidated taxation system beginning with thefiscal year ending March 31, 2022. 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, when calculating deferred tax assets and liabilities and valuation allowance asof March 31, 2021, the Group considered the effect of the change to consolidated taxation system. The impact of
the change to consolidated taxation system was not material to the consolidated financial statements. Thechanges in the valuation allowance are primarily due to changes in deductible 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, 2021, 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,
2021. 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, 2021, 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.
Change in valuation allowance
The following table presents a roll-forward of the valuation allowance for the fiscal years ended March 31, 2019,2020 and 2021:
2019

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2020
2021
(in millions of yen)

163,358 158,581(2,444)
5,984

165,278(39,410)—(2,333)

—
713

—
3,282

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

(2,333)

713

3,282

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

158,581

165,278

129,150

The decrease in the fiscal year ended March 31, 2019 of ¥2,444 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’s subsidiaries.
The increase in the fiscal years ended March 31, 2020 of ¥5,984 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.
F-64

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The decrease in the fiscal years 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.
Net operating loss carryforwards
At March 31, 2021, the MHFG Group had net operating loss carryforwards totaling ¥615 billion. These
carryforwards are scheduled to expire as follows:
Net operating loss
carryforwards(in billions of yen)

Fiscal year ending March 31:
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2027 and thereafter(Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—
3
3
—
282
327

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

615

Note: Including the net operating loss carryforwards which may be carried forward indefinitely in the United
Kingdom.
In addition, included in the net operating loss carryforwards in the above table are MHSC’s net operating loss
carryforwards of ¥281 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, 2019,2020 and 2021:
2019

2020
2021
(in millions of yen)

Total unrecognized tax benefits at beginning of fiscal year . . . . . . . . . . . . . . . . .

2,345

12,323

3,374

Gross amount of increases related to positions taken during prior years . . .
Gross amount of increases related to positions taken during the current
year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amount of decreases related to settlements . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9,550

199

455

330
—
98

328
(9,420)
(56)

524
—
48

Total unrecognized tax benefits at end of fiscal year . . . . . . . . . . . . . . . . . . . . . .

12,323

3,374

4,401

The total amount of unrecognized tax benefits including ¥2,164 million, ¥1,477 million and ¥1,463 million ofinterest and penalties was ¥12,323 million, ¥3,374 million and ¥4,401 million at March 31, 2019, 2020 and 2021,
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.
F-65

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The MHFG Group is currently subject to ongoing tax audits in some jurisdictions. The oldest years open to tax
audits in Japan, the United States and the United Kingdom are 2012, 2002 and 2017, 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.
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, 2019, 2020 and 2021 were ¥3,217 million,¥3,142 million and ¥4,510 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 cost of the severance indemnities and pension plans
for the fiscal years ended March 31, 2019, 2020 and 2021:
2019

2020
2021
(in millions of yen)

Service cost-benefits earned during the fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . 43,698 45,697 39,672
Interest costs on projected benefit obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,933
5,590
5,790
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (38,518) (40,551) (41,887)
Amortization of prior service cost (benefits) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
152
121 (2,378)
Amortization of net actuarial loss (gain) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(7,886) (5,873)
1,671
Special termination benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,929
9,793
9,569
Loss (gain) on settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
——(3,945)
Net periodic benefit cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-66

7,308

14,777

8,492

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) before-tax
for the fiscal years ended March 31, 2020 and 2021 are summarized as follows:
2020
2021
(in millions of yen)

Net actuarial gain (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of net actuarial loss (gain) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlement loss (gain) of net actuarial loss (gain) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prior service benefits (cost) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of prior service cost (benefits) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(169,963) 395,028(5,873)
1,671—(3,945)(2,734) 74,160
121(2,378)

Total recognized in other comprehensive income (loss) before-tax . . . . . . . . . . . . . . . . . . . .

(178,449) 464,536

Weighted-average assumptions used to determine benefit obligations and net periodic benefit cost are as follows:
2019

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2020

0.34%
0.37%
1.80-4.80% 1.80-4.80%
4.97%
4.95%

2021

0.38%
1.80%
4.38%

0.43%
0.34%
0.37%
1.80-4.80% 1.80-4.80% 1.80-4.80%
1.60%
1.68%
1.79%
5.01%
4.97%
4.95%

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.

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table sets forth the combined funded status and amounts recognized in the accompanying
consolidated balance sheets at March 31, 2020 and 2021 for the plans of MHFG and its subsidiaries:
2020
2021
(in millions of yen)

Change in benefit obligations:Benefit obligations at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,590,818 1,571,296
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45,69739,672
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,590
5,790
Plan participants’ contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,200
1,131
Amendments(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,734(74,160)
Actuarial loss (gain) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,507(6,938)Foreign exchange translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5,605)2,971
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(52,902)(52,930)
Lump-sum payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(20,743)(27,357)—(21,632)
Settlement(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefit obligations at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,571,296

1,437,843

Change in plan assets:
Fair value of plan assets at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . 2,413,556 2,252,624
Actual return (negative return) on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . (125,549) 395,555
Foreign exchange translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4,268)3,570
Partial withdrawal of assets from employee retirement benefits trusts (3) . . . . .
—(188,299)
Employer contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20,587
24,939Plan participants’ contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,200
1,131
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(52,902)(52,930)
Settlement (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—(23,845)
Fair value of plan assets at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,252,624

2,412,745

Funded status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

681,328

974,902

Amounts recognized in the consolidated balance sheets consist of:Prepaid pension cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued pension liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

711,981(30,653)

999,962(25,060)

Net amount recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

681,328

974,902

Amounts recognized in Accumulated other comprehensive income (loss) before-tax
consist of:Prior service benefits (cost) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net actuarial gain (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3,914)
86,20067,856478,966

Net amount recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

82,286546,822

Notes:(1) The amount of ¥74,160 million for March 31, 2021 includes ¥73,998 million of prior service benefits
recognized during the six months ended September 30, 2020 related to an amendment to the defined
benefit pension plans at MHFG and certain domestic subsidiaries. In September 2020, based on various
approvals, MHFG and certain domestic subsidiaries communicated to their employees the amendment to
the defined benefit pension plans that was effective as of October 1, 2020. In accordance with ASC 715,
“Compensation—Retirement Benefits” (“ASC 715”), any change in projected benefit obligations due to aplan amendment is required to be recognized as prior service benefits (cost) as of the amendment date.
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(2)

(3)

The amount of ¥21,632 million and ¥23,845 million of settlement for March 31, 2021 resulted from partial
transition from the defined benefit pension plans to the defined contribution pension plans, which occurred
during the second half of the fiscal year ended March 31, 2021 at MHFG and certain domestic subsidiaries.
This partial transition constitutes a settlement under ASC 715 and any gain or loss is required to berecognized in the consolidated results of operations once settlement criteria are met. The settlement criteria
were met during the second half of the fiscal year ended March 31, 2021.
During the fiscal year ended March 31, 2021, 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, 2021. No gains orlosses have been recognized as a result of this transaction.

The aggregated accumulated benefit obligations of these plans were ¥1,571,296 million and ¥1,437,843million,
as of March 31, 2020 and 2021, 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, 2020 and 2021:
2020
2021
(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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

63,61932,966

49,11024,05063,61932,966

49,11024,050Note: 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 maximize the investment returns from a long-term perspective while ensuringthat sufficient funds will be available to plan participants and beneficiaries. Generally, the investment returns are
relative to the risks involved. In considering the maximum levels of risk that the MHFG Group can assume, it
primarily considers the following factors: the employers’ burden of maintaining the benefit plans based on thedesign of the plans and future plan contributions, the age distribution of the plan participants and beneficiaries,
the financial conditions of the employers, and the employers’ ability to absorb future variability in plan
premiums. 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 is estimated to yield the maximum return within the range of an acceptable level of risk. Additionally, theasset allocation is reviewed whenever there are large fluctuations in pension plan liabilities caused bymodifications of pension plans, or there are changes in the market environment. When selecting an investment ineach 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 ineach asset category are further diversified across funds, strategies and sectors along with other things. There is no
significant investment in a single investee except Japanese government bonds.
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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.
MHFG and certain subsidiaries’ target allocation for the plan assets, excluding those of the employee retirement
benefit trusts, at March 31, 2021 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5.00%
34.00%
25.00%
23.00%
11.00%
2.00%

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.

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Fair value of plan assets
The following table presents the fair value of plan assets of MHFG and its subsidiaries at March 31, 2020 and
2021, 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 27 “Fair value.”

Level 1

Japanese equity securities:
Common stocks(1) . . . . . . . . . . .
Pooled funds(2) . . . . . . . . . . . . . .
Japanese debt securities:
Government bonds . . . . . . . . . . .
Pooled funds(2) . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . .
Foreign equity securities:
Common stocks . . . . . . . . . . . . .
Pooled funds(2) . . . . . . . . . . . . . .
Foreign debt securities:
Government bonds . . . . . . . . . . .
Pooled funds(2) . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . .
General account of life insurancecompanies(3) . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . .
Plan assets measured at net asset
value(5) . . . . . . . . . . . . . . . . . . . . . .
Total assets at fair value . . . . . . . . . .

2020
Level 2
Level 3

1,194
10

—

196
—
—

—

101
—

—

Total
Level 1(in billions of yen)2021
Level 2
Level 3

—
—

1,194
14

1,291
13

—

—
—
—

196
9
23

188
—
—

—

—
—

101
4

157
—

—

4

188
—
—

7
11
20

—
—
—

195
11
20

—
68(4)

111
1

—
—

111
69

4

9
23

—
—

1,291
18

—
—
—

188
9
23

6

—
—

157
6

180
—
—

7
12
19

—
—
—

187
12
19

—
30(4)

115
(13)

—
—

115
17

5

9
23

306
1,757

190

—

2,253

Total

371
1,859

183

—

2,413

Notes:(1) This class represents equity securities held in the employee retirement benefit trusts of ¥1,194 billion and¥1,291 billion carried at fair value at March 31, 2020 and 2021, respectively, which are well-diversified
across industries.
(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, 2020
and 2021.
Contributions
The total contribution of approximately ¥31 billion is expected to be paid to the pension plans during the fiscal
year ending March 31, 2022, based on the current funded status and expected asset return assumptions.
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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:
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2027-2031 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

75,36275,13875,45375,23076,548350,793

21. Stock-based compensation
Stock options
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 (“MHFG 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 thestock acquisition rights is 20 years. A holder may exercise the stock acquisition rights only after the date on
which such holder loses the status as a Director of MHFG, MHBK, MHTB or MHSC.
The following is a roll-forward of MHFG Stock Plan for the fiscal year ended March 31, 2021:
Weighted-averageremaining
contractual term(in years)

Aggregate
intrinsic value(in millions of yen)

1

12.63

137

—

—

—

Number ofshares

Weighted-average
exercise price(in yen)

Outstanding at beginning of fiscal year . . . . . .
Exercised during fiscal year . . . . . . . . . . . . . . .

127,700
42,0001
1

Outstanding at end of fiscal year . . . . . . . . . . . .

85,700Exercisable at end of fiscal year . . . . . . . . . . . .

—There were no non-vested stock options remaining as of March 31, 2021.
In May 2015, MHFG discontinued the stock option program. Thereafter, MHFG has not issued any new stock
options.
Stock compensation programs
MHFG, MHBK, MHTB and MHSC introduced a position-based stock compensation program for Directors(“Stock Compensation I”) in July 2018 and a performance-based stock compensation program for Directors(“Stock Compensation II”) in May 2015. The stock compensation is paid in the form of shares of common stockof MHFG, acquired from the stock market through a trust, with the aim of aligning the Directors’ interests with
F-72

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
those of the shareholders and increasing the incentive to enhance corporate value. Stock Compensation I, in
principle, is paid at the time of retirement of the individual Directors in the form of common stock of MHFG andcash, calculated based on their position. Stock Compensation II is calculated and then paid to the Directors basedon MHFG Group’s immediate, prior-period performance, the recent performance of organizations that the
Directors are in charge of, and the performance of each Director. The payment in the form of common stock of
MHFG and cash is deferred over a three-year, graded-vesting period. The amount of Stock Compensation I and II
is subject to reduction or forfeiture.
The following table presents activities related to the stock compensation programs for the fiscal years ended
March 31, 2020 and 2021:
Stock Compensation I
Weighted-average
Number of
grant-date fairsharesvalue(per share in yen)

Stock Compensation II
Weighted-average
Number of
grant-date fairsharesvalue(per share in yen)

Nonvested at the beginning of the year . . . . . . . . . . .
Granted during fiscal year . . . . . . . . . . . . . . . . . . . . .
Vested during fiscal year . . . . . . . . . . . . . . . . . . . . . .
Forfeited during fiscal year . . . . . . . . . . . . . . . . . . . . .

—574,900
574,900——
1,595.89
1,595.89—

1,515,709
328,100
701,480—

1,834.99
1,595.89
1,820.70—

Nonvested at the end of the year . . . . . . . . . . . . . . . . .

——1,142,329

1,775.08

2020

Stock Compensation I
Weighted-average
Number of
grant-date fairsharesvalue(per share in yen)

Stock Compensation II
Weighted-average
Number of
grant-date fairsharesvalue(per share in yen)

Nonvested at the beginning of the year . . . . . . . . . . .
Granted during fiscal year . . . . . . . . . . . . . . . . . . . . .
Vested during fiscal year . . . . . . . . . . . . . . . . . . . . . .
Forfeited during fiscal year . . . . . . . . . . . . . . . . . . . . .

—365,074
365,074——
1,390.08
1,390.08—

1,142,329
730,726
245,266—

1,775.08
1,390.08
1,665.35—

Nonvested at the end of the year . . . . . . . . . . . . . . . . .

——1,627,789

1,618.79

2021

The following table presents the total fair value of the stock compensation that vested and the total amount of thecommon stock acquired from the stock market by the trustee for the fiscal years ended March 31, 2020 and 2021:
2020
2021
Stock
Stock
Stock
Stock
Compensation I Compensation II Compensation I Compensation II(in millions of yen)

Fair value of vested shares . . . . . . . . . . . . . . . . .
Common stock shares acquired . . . . . . . . . . . . .

917
917

1,090
524

507
507

221
1,016

For both programs, the stock-based compensation cost is determined based on the fair value of MHFG’s common
stock as of grant date. For Stock Compensation I and II, the liability related to the cash-based compensation costis remeasured at each reporting date based on the fair value of MHFG’s common stock. For Stock Compensation
II, the stock-based compensation costs are recognized evenly over the graded-vesting period, which is three
years. For Stock Compensation I, as the program is effectively vested on the grant date, the stock-based

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
compensation cost is recognized on the grant date. The following table presents the compensation cost
recognized in the stock compensation programs for the fiscal years ended March 31, 2019, 2020 and 2021:
2019

Stock Compensation I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock Compensation II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2020
2021
(in millions of yen)

713
1,287

917
1,247

507
1,053

With regard to Stock Compensation II, the total compensation cost related to non-vested awards not yet
recognized is ¥1,180 million, and this cost will be recognized over 1.83 years as of the fiscal year ended March
31, 2021.
22. 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, 2020 and 2021. 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.

2020

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 . . . . . . . . . . . . . . . . . . . .

1,123,546
185,359
6,684
4,676
400

—
—
—
—
—

7,232
2,926
310
30
38

—
—
—
—
—

6,788
2,899
266
29
39

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

1,320,665—

10,536—

10,021

2021

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 . . . . . . . . . . . . . . . . . . . .

1,174,835
182,809
7,865
10,431
413

—
—
—
—
—

4,639
3,328
531
94
33

—
—
—
—
—

4,476
3,246
384
113
33

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

1,376,353

—

8,625

—

8,252

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 ¥1,246 billion and ¥846 billion at March 31, 2020,and ¥1,108 billion and ¥764 billion at March 31, 2021, 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

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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 fair value and net investment hedges.
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, provided that the hedging instrument is designated as a hedge of the net investment.
The following table summarizes gains and losses information related to net investment hedges for the fiscal years
ended March 31, 2019, 2020 and 2021:
Gains (losses) recorded in other comprehensive income (“OCI”)
2019
2020
2021
(in millions of yen)

Financial instruments hedging foreign exchange risk . . . .

7,512

418

1,483

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

7,512

418

1,483

Note: Related to the net investment hedges, gains (losses) of ¥186 million, ¥(1,336) million and ¥(1,074) million
were reclassified from Accumulated other comprehensive income to earnings for the fiscal years ended
March 31, 2019, 2020 and 2021, respectively.
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, and (3) credit derivatives for the
purpose of economically managing the credit risk in loans, residential mortgage-backed securities (“RMBS”),
commercial mortgage-backed securities (“CMBS”), collateralized loan obligations (“CLO”) and other similar
assets. Such derivatives are accounted for as trading positions. The changes in fair value of these instruments areprimarily recorded in Trading account gains (losses)—net, even though they are used to mitigate or transform therisk of exposures arising from banking activities. The net gains (losses) resulting from changes in the fair valueof certain credit derivatives where the Group purchases protection to mitigate its credit risk exposure, related toits corporate loan portfolio, is recorded in Other noninterest income (expenses).

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table summarizes gains and losses on derivatives not designated or qualifying as hedges during the
fiscal years ended March 31, 2019, 2020 and 2021:
Gains (losses) recorded in income
2019
2020
2021
(in millions of yen)Interest rate contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity-related contracts(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit-related contracts(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

127,242388,289(27,893)
6,748 (111,920) 115,181
37,875
217,744 (209,488)
(467)
8,046
(58,602)(1,455) (21,143)
23,680Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

169,943

481,016(157,122)

Notes:(1) The net gains (losses) excluded from the assessment of the effectiveness of fair value hedges is not includedin the above table.
(2) Amounts include the net gains (losses) of ¥(736) million, ¥2,838 million and ¥(2,956) million on the credit
derivatives economically managing the credit risk of loans during the fiscal years ended March 31, 2019,2020 and 2021, 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 thebuyer 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, 2020 and
2021:
2020
Notional amount2021
Fair value Notional amount(in billions of yen)

Fair value

Credit protection written:
Investment grade . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-investment grade . . . . . . . . . . . . . . . . . . . . . . . .

1,400
416

(5)
—

3,687
872

71
17

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

1,816

(5)

4,559

88

Credit protection purchased . . . . . . . . . . . . . . . . . . . . . . . .

3,028

6

5,872

(107)

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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, 2020 and 2021:
Maximum payout/Notional amount
2020
2021
(in billions of yen)

One year or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
After one year through five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
After five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

270
1,368
178

249
4,184
126

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

1,816

4,559

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 ratingwere 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, 2020 and 2021:
2020
2021
(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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

888
818

780
584

70

196

23. 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.
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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.
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 24 “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-related
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
laws, 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
obligations at March 31,2020 and 2021 was ¥521 billion and ¥160 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 ¥502 billion and ¥138 billion at March 31, 2020 and 2021,
respectively.
The table below summarizes the remaining term and maximum potential amount of future payments by type ofguarantee at March 31, 2020 and 2021. 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.

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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.
Maximum
potential/Contractualor Notional amount2020

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

2,456
301
110
2,314

1,511
204
22
1,925

735
34
88
319

210
63
—
70

59
446
21,756—80
11,045

42
201
7,951

17
165
2,760

Maximum
potential/Contractualor Notional amount2021

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

Amount by expiration period
After one year
One year or
throughlessfive years
After five years(in billions of yen)Amount by expiration period
After one year
One year or
throughlessfive years
After five years(in billions of yen)

2,730
348
79
2,390

1,662
242
23
1,913

882
84
56
348

186
22
—
129

28
480
23,933

—
61
8,821

13
235
12,048

15
184
3,064

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, 2020 and 2021:
2020
2021
(in billions of yen)

Investment grade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-investment grade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4,233
948

4,427
1,120

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

5,181

5,547

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.
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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.
The table below summarizes the contractual amounts with regard to these undrawn commitments at March 31,
2020 and 2021:
2020
2021
(in billions of yen)

Commitments to extend credit (Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commercial letters of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

76,633690

93,999797

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

77,323

94,796

Note: Commitments to extend credit include commitments to invest in securities.
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. If a loss does not meet this condition but isreasonably possible, the Group does not recognize a liability but discloses the detail of such proceedings andinvestigations. Based on the information available as of the date of the consolidated financial statements, theGroup believes that the outcome of the collection, legal proceedings and investigations 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.
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table presents the consolidated balance sheet information related to operating leases as ofMarch 31, 2020 and 2021:
2020
2021
(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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

613,068
627,250

611,533
636,54115.7 years
0.55%

15.6 years
0.54%

Note: Right-of-use assets and lease liabilities are included in Other assets and Other liabilities, respectively, on
the consolidated balance sheets.
The following table presents lease cost and supplemental information related to operating leases for the fiscal
years ended March 31, 2020 and 2021:
2020
2021
(in millions of yen)

Lease cost(Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Right-of-use assets obtained in exchange for new lease liabilities . . . . . . . . . . . . . . . . . . . . . .
Operating cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

126,840
60,047102,066

119,453
108,430
102,150

Note: 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. Total rental expense for the fiscal year ended March 31, 2019 prior to the adoption of ASU
No.2016-02, “Leases (Topic 842)” was ¥115,239 million.
The following table shows future lease payments under operating leases as of March 31, 2021:
As of March 31, 2021
(in millions of yen)

Fiscal year ending March 31:
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2027 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

94,95064,14656,63150,15840,603357,096

Total lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

663,584

Amount representing interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

27,043

Total lease liabilities for operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

636,541

24. 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 in
F-83

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
securitization 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
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.

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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, 2020
and 2021:
Significant
unconsolidated VIEs
Maximum
Consolidated assets Total assets exposure to loss
(in billions of yen)
Consolidated VIEs

2020

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

2,160
572
370
2,694
19

—
77
—
2,299
—

—

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

5,815

2,376

521

7
—
514
—

Significant
unconsolidated VIEs
Maximum
Consolidated assets Total assets exposure to loss
(in billions of yen)
Consolidated VIEs

2021

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

2,628
921
390
2,299
5,535

—
127
—
3,219
—

—
48
—
768
—

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

11,773

3,346

816

As of March 31, 2020 and 2021, the noncontrolling interests in consolidated VIEs amounted to ¥541 billion and¥464 billion, respectively, and 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.
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, 2020 and
2021:
Assets on balance sheets related to unconsolidated VIEs:

2020
2021
(in billions of yen)

Trading account assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

108
267
55

127
513
66

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

430

706

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Liabilities on balance sheets and maximum exposure to loss related to unconsolidated VIEs:

2020
2021
(in billions of yen)

Payables under securities lending transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

47
2

53
2

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

49

55

Maximum exposure to loss(Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

521

816

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 thefinancial 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.
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
In these cases, the MHFG Group consider 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 established certain VIEs to securitize its own mortgage loans. The Group provides servicing
for and holds retained subordinated beneficial interests in the securitized mortgage loans. In addition, the Groupretains credit exposure in the form of guarantees on these loans. In its role as a servicer, the Group has the power
to direct the entity’s activities that most significantly impact the entity’s economic performance by managing
defaulted mortgage loans. In addition, through its retained interests and its aforementioned involvement as aguarantor, the Group has the obligation to absorb losses and the right to receive benefits that could potentially besignificant to the entity. Therefore, the Group consolidates such VIEs.
The MHFG Group started Tender Option Bond (“TOB”) programs in the fiscal year ended March 31, 2020,
which is associated with trusts that hold highly-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 andfloating-rate certificates (“floaters”), typically purchased by money market funds and (2) certificates that earn all
excess cash flow received by the trust 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 bycustomers 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 asponsor and/or provides liquidity and credit support facilities. For customer TOB trusts, often times, the Group
commits to provide liquidity to the trusts and the maximum exposure to loss from these liquidity agreements was¥38 billion at March 31, 2021. The residual holders of customer TOB trusts are obligated to reimburse the Groupfor any payment the Group makes under those liquidity and credit support facilities. In non-customer TOB trusts,
where MHFG Group holds the residuals as a sponsor, the Group has the power to determine which assets will beheld by the VIEs or to manage and monitor these assets. In addition, through the variable interests above, theGroup 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 thefinancial statements of the Group, as the residuals are held by customers and the Group does not have power todetermine 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
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
F-87

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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
other than specific involvements such as the following;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 23 “Commitments and contingencies” for the balancesof guaranteed trust principal that are not consolidated at March 31, 2020 and 2021.
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.
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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, as a result from Special Funds-Supplying Operations implemented by
the Bank of Japan to facilitate financing in response to COVID-19. The Group pledges the beneficiary interests
as a collateral for borrowing from the Bank of Japan. In its role as a servicer, the Group has power to direct theentity’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 be held by the VIE. In addition, through the beneficiary interest, the Group has obligation toabsorb losses and the right to receive benefits that could potentially be significant to the VIE. Therefore, theGroup consolidates the VIE.
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, theGroup 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 ¥356 billion and ¥332 billion atMarch 31, 2020 and 2021, 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, 2019, 2020 and 2021, 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,
2020 and 2021.
There are certain transactions where transfers of financial assets do not qualify for the aforementioned sales
criteria and are accounted for as secured borrowings. These transferred assets continue to be carried on the
F-89

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
consolidated balance sheets of the MHFG Group. Such assets are associated with securitization transactions andloan participation transactions, which amounted to ¥176 billion and ¥153 billion as of March 31, 2020, and¥176 billion and ¥181 billion as of March 31, 2021, respectively. Liabilities associated with securitization andloan participation transactions are presented as Payables under securities lending transactions and Other shortterm borrowings or Long-term debt, respectively, on the consolidated balance sheets.
25. Noninterest income
Details of Noninterest income for the fiscal years ended March 31, 2019, 2020 and 2021 are as follows:
2019

2020
(in millions of yen)2021

Fee and commission income:Securities-related business(1) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deposits and lending business(2) . . . . . . . . . . . . . . . . . . . . . . . .
Remittance business(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asset management business(1) . . . . . . . . . . . . . . . . . . . . . . . . . .
Trust-related business(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Agency business(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Guarantee-related business(3) . . . . . . . . . . . . . . . . . . . . . . . . . .
Fees for other customer services(1) . . . . . . . . . . . . . . . . . . . . . .

145,270
152,283
110,382
97,852
124,843
36,46628,582
157,612139,124
157,420
112,275
98,720129,298
31,87928,974
170,195

170,216
174,083
109,111
104,753
122,215
31,331
31,665
169,310

Total Fee and commission income . . . . . . . . . . . . . . . . . .

853,290867,885

912,684

Foreign exchange gains (losses)—net(3) . . . . . . . . . . . . . . . . . . . . . .
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)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

93,577
328,841

44,345
745,692

89,267
120,596(3,842)(155,947)
29,172
5,145
72,13531,032(557,391)
34,012
2,583
139,582(22,032)
850,567
31,027
7,125
52,086

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

1,222,371

1,307,740

2,041,320

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) These amounts include the net unrealized gains resulting from changes in fair values of structured notes that
contain embedded derivatives. See Note 27 “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.”
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Deposits and lending business fees consist of deposit-related fees and lending-related fees. Deposit-related fees,
which amounted to ¥14 billion and ¥15 billion for the fiscal years ended March 31, 2020 and 2021, respectively,
are within the scope of ASC 606. Lending-related fees amounted to ¥143 billion and ¥159 billion for the fiscal
years ended March 31, 2020 and 2021, respectively. Most of the lending-related fees such as commitment fees
and arrangement fees are not within the scope of ASC 606.
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 ¥74 billion for the fiscal
year ended March 31, 2019, respectively, ¥54 billion and ¥75 billion for the fiscal year ended March 31, 2020,
respectively, and ¥51 billion and ¥71 billion for the fiscal year ended March 31, 2021, 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 ¥68 billion, ¥60 billion and ¥86 billion for the fiscal years ended March 31, 2019, 2020 and 2021,
respectively, are within the scope of ASC 606 and accounted for in Trading account gains (losses)—net.
Underwriting fees are primarily recognized at the point in time and all considerations of the transaction are fixed
on trade date or pricing date . For the fiscal years ended March 31, 2019, 2020 and 2021, approximately¥26 billion, ¥24 billion and ¥15 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 fees are 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, 2020 and 2021, the balance of contract assets
was not material. Contract liabilities are recognized in unearned income of Other liabilities. As of March 31,
2020 and 2021, 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, 2020 and 2021, 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.
26. 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 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 otherfinancial instruments not eligible for hedge accounting under U.S. GAAP that are utilized to offset mainlyinterest rate risk related to the Group’s various assets and liabilities, as well as gains and losses related to
F-91

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
changes in the fair value of foreign currency-denominated debt securities reported as Trading securities. Net
trading gains (losses) for the fiscal years ended March 31, 2019, 2020 and 2021 are comprised of thefollowing:
2019

2020
2021
(in millions of yen)

Trading account gains (losses)—net:
Trading securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 158,162 267,514 274,762
Derivative contracts:
Interest rate contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127,242 388,289 (27,893)
Foreign exchange contracts(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,748 (111,920) 115,181
Equity-related contracts(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37,875 217,744 (209,488)
Credit-related contracts(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
269
5,208 (55,646)
Other contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,455) (21,143) 23,680
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange gains (losses)—net(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

328,841
93,577

745,692
44,345120,596
89,267

Net trading gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

422,418

790,037

209,863

Notes:(1) Amounts include gains and losses on currency swaps.
(2) The net gains (losses) excluded from the assessment of the effectiveness of fair value hedges is included in
the above table.
(3) Amounts do not include the net gains (losses) of ¥(736) million, ¥2,838 million and ¥(2,956) million on thecredit derivatives economically managing the credit risk of loans during the fiscal years ended March 31,
2019, 2020 and 2021, respectively. The net gains (losses) is recorded in Other noninterest income(expenses).
(4) 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.
27. 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-92

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, 2021, there were no significant changes made to the Group’s valuation techniques and related inputs.
F-93

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. In the event that certain key inputs are unobservable or cannot be corroborated byobservable 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 transferof the instrument. The Group calculates these funding valuation adjustments incorporating the expected future
F-94

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
funding requirements arising from the Group’s positions and the estimated market funding cost which considers
the Group’s 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 Japanese securitization products are classified in
Level 3, certain securitization products such as Japanese RMBS are classified in Level 2, if the quoted prices areverified through either recent market transactions or a pricing model that can be corroborated by observable
market data.
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-95

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.
Items measured at fair value on a recurring basis
Assets and liabilities measured at fair value on a recurring basis at March 31, 2020 and 2021, including those forwhich the MHFG Group has elected the fair value option, are summarized below:

2020

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 . . . . . . .
F-96

Assets/Liabilities
measured
at fair value

Level 1

Level 2 Level 3(in billions of yen)

1,516
—
4,580
1,128
—
—
—
41
1,000

22
170
461
547
3,390
—
1,036
1,398
650

—
—
—
—
—
10
—
1,115
30

1,538
170
5,041
1,675
3,390
10
1,036
2,554
1,680
462

153
9
169
—
3

7,070
2,900
125
22
11

9
17
16
8
24

7,232
2,926
310
30
38

11,950
—
935
436
—
—
—
—
—

653
273
—
975
505
53
—
1,678
678

—
—
—
—
—
31
615
157
174

12,603
273
935
1,411
505
84
615
1,835
852

2,670

95

—

2,765

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

2020

Level 1

Level 2 Level 3(in billions of yen)

Assets/Liabilities
measured
at fair value

Equity securities measured at net asset value(3) . . . . . . . . . . . . .
Other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

—

39

72
39

Total assets measured at fair value on a recurring basis . . . . . . . . . . . . . . .

24,59022,712

2,245

50,081

1,880

515

—

2,395

163
8
186
—
6
—

6,611
2,890
47
19
10
1,916

14
1
33
10
23
621

6,788
2,899
266
29
39
2,537

2,243

12,008702

14,953Liabilities:
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-97

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

2021

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-98

Assets/Liabilities
measured
at fair value

Level 1

Level 2 Level 3(in billions of yen)

1,923
—
3,544
775
—
—
—
34
1,220

11
120
604
500
4,727
—
1,204
1,638
326

—
—
—
—
—
9
—
1,033
29

1,934
120
4,148
1,275
4,727
9
1,204
2,705
1,575
431

63
—
170
—
10

4,564
3,304
339
91
6

12
24
22
3
17

4,639
3,328
531
94
33

20,598
—
911
535
—
—
—
—
—

323
463
—
972
521
48
—
1,539
707

—
—
—
—
—
23
716
365
132

20,921
463
911
1,507
521
71
716
1,904
839

3,375

104

—

2

—

53

3,479
121
55

33,16022,111

2,438

58,261

2,138

488

—

2,626

64
—
224
—
7
—

4,408
3,245
117
112
9
1,990

4
1
43
1
17
713

4,476
3,246
384
113
33
2,703

2,433

10,369779

13,581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, 2020 and 2021 were ¥47 billion and ¥55 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, 2020 and 2021:

2020

Change inunrealized
Gains
Gains Transfers Transfers
gains
April 1, (losses) in (losses)
into
out ofSettle- March 31, (losses)
2019 Earnings in OCI Level 3
Level 3 Purchases Sales Issuances ments
2020
still held(6)(in billions of yen)
Assets:Trading securities:
Residential mortgage- backed
securities . . . . . . . . . . . . . . . .
11
Corporate bonds and other . . . . 1,044
Equity securities . . . . . . . . . . . .
28
Derivative financial instruments,
net(1):
Interest rate contracts . . . . . . . .
13
Foreign exchange contracts . . .
22Equity-related contracts . . . . . .
(5)
Credit-related contracts . . . . . . .
1
Other contracts . . . . . . . . . . . . .
1
Available-for-sale securities:
Residential mortgage- backed
securities . . . . . . . . . . . . . . . .
40
Commercial mortgage- backed
securities . . . . . . . . . . . . . . . . 500
Japanese corporate bonds andother debt securities . . . . . . . 120
Foreign corporate bonds andother debt securities . . . . . . . 103
Other investments . . . . . . . . . . . . . . .
35
Liabilities:
Trading securities sold, not yetpurchased . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . .

1655— (2) —
(52)(2) —(1)(2) —

—
—
—

—
—
—

—
802
6

—
(297)
(2)

—
—
—

(1)
(382)
(1)

10
1,115
30

—
(52)
(1)

(6)(2)(4)(2)(8)(2)(2)(2)
2(2)

—
—
—
—
—

1
—
—
(1)
—

—
—
—
(1)
—

—
—
—
—
—

—
—
—
—
—

—
—
—
—
—

(13)
(2)
(4)
1
(2)

(5)
16
(17)
(2)
1

(16)
(3)
(10)
(1)
1

— (3)

— (4)

—

—

3

—

—

(12)

31

—

— (3)

1(4)

—

—

201

(77)

—

(10)

615

—

2(3)

— (4)

—

—

106

—

—

(71)

157

—

— (3)
3(3)

(11)(4) —
—
—

—
—

94
15

—
—

—
—

(12)
(14)

174
39

—

— (2)
53(5)

—
17(4)

—
(8)

(18)
—

17
—

—
312

—
(345)

—
621

—
79

—
77

F-99

3

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

2021

Change inunrealized
Gains
Gains Transfers Transfers
gains
April 1, (losses) in (losses)
into
out ofSettle- March 31, (losses)
2020 Earnings in OCI Level 3
Level 3 Purchases Sales Issuances ments
2021
still held (6)(in billions of yen)
Assets:Trading securities:
Residential mortgage- backed
securities . . . . . . . . . . . . . . . .
10
Corporate bonds and other . . . . 1,115
Equity securities . . . . . . . . . . . .
30
Derivative financial instruments,
net(1):
Interest rate contracts . . . . . . . .
(5)Foreign exchange contracts . . .
16Equity-related contracts . . . . . .
(17)
Credit-related contracts . . . . . . .
(2)
Other contracts . . . . . . . . . . . . .
1
Available-for-sale securities:
Residential mortgage- backed
securities . . . . . . . . . . . . . . . .
31
Commercial mortgage- backed
securities . . . . . . . . . . . . . . . . 615
Japanese corporate bonds andother debt securities . . . . . . . 157
Foreign corporate bonds andother debt securities . . . . . . . 174
Other investments . . . . . . . . . . . . . . .
39
Liabilities:
Trading securities sold, not yetpurchased . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . .

—621— (2) —
70(2) —
1(2) —

—
—
—

—
(1)
—

—
443
2

—
(216)
(3)

—
—
—

(1)
(378)
(1)

9
1,033
29

—
65
—

4(2)
9(2)
1(2)
4(2)

—
—
—

—
—
—
1

1

— (2)

—
—
—
—
—

—

—

—
—
—
—
—

—
—
—
—
—

—
—
—
—
—

9
(2)
(5)
(2)
(1)

8
23
(21)
2
—

13
10
(17)
1
—

— (3)

— (4)

—

—

—

—

—

(8)

23

—

— (3)

1(4)

—

—

181

(78)

—

(3)

716

—

(13)(3)

6(4)

—

(22)

391

(118)

—

(36)

365

(8)

7(3)
2(3)

16(4)
—

12
—

—
—

36
38

—
(6)

—
—

(113)
(20)

132
53

—
1

—
(42)

(1)
—

1
—

—
374

—
(345)

—
713

—
(34)

—
— (2) —
(66)(5) (19)(4) 20

Notes:(1) Total Level 3 derivative exposures have been netted on the table for presentation purposes only.
(2) Gains (losses) in Earnings are reported in Trading account gains (losses)—net, Foreign exchange gains(losses)—net or Other noninterest income (expenses).
(3) Gains (losses) in Earnings are reported in Investment gains (losses)—net.
(4) Gains (losses) in OCI are reported in Other comprehensive income (loss).
(5) Gains (losses) in Earnings are reported in Other noninterest income (expenses).
(6) Amounts represent total gains or losses recognized in earnings and OCI during the period. These gains orlosses were attributable to the change in fair value relating to assets and liabilities classified as Level 3 thatwere still held at March 31, 2020 and 2021. The amounts of unrealized gains (losses) in OCI related to
Available-for-sale securities and Long-term debt were ¥6 billion and ¥(17) billion, at March 31, 2021,
respectively.
Transfers between levels
During the fiscal year ended March 31, 2020, the transfers into Level 3 included ¥1 billion of net Derivative
assets, ¥1 billion of net Derivative liabilities and ¥77 billion of Long-term debt. Transfers into Level 3 for net
Derivative assets and liabilities were primarily due to changes in the observability of the inputs used to measurefair value of certain interest rate derivatives and credit-related derivatives. 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, 2020, the transfers out of Level 3 included ¥1 billion of net Derivative
assets and ¥8 billion of Long-term debt. Transfers out of Level 3 for net Derivative assets were primarily due to
F-100

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
changes in the observability of the inputs used to measure fair value of certain credit-related derivatives.
Transfers out of 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, 2021, the transfers into Level 3 included ¥1 billion of net Derivative
assets, ¥12 billion of Available-for-sale securities and ¥20 billion of Long-term debt. Transfers into Level 3 fornet Derivative assets were primarily due to changes in the observability of the inputs used to measure fair valueof certain credit-related derivatives. Transfers into Level 3 for Available-for-sale securities were primarily due todecreased liquidity for certain Foreign corporate bonds and other debt securities. Transfers into Level 3 forLong-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, 2021, the transfers out of Level 3 included ¥1 billion of
Trading securities, ¥1 billion of net Derivative liabilities, ¥22 billion of Available-for-sale securities and¥42 billion of Long-term debt. Transfers out of Level 3 for Trading securities were primarily due to increased
price transparency for certain Japanese corporate bonds. Transfers out of Level 3 for net Derivative liabilities
were primarily due to changes in the observability of the inputs used to measure fair value of certain
credit-related derivatives. Transfers out of Level 3 for Available-for-sale securities were primarily due toincreased liquidity for certain Japanese corporate bonds and other debt securities. Transfers out of Level 3 forLong-term debt were primarily due to changes in the observability of the default rate when valuing certain
structured notes.

F-101

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, 2020 and 2021:
2020
Products/Instruments
Trading securities andAvailable-for-salesecurities:
Residential mortgagebacked
securities

Fair value Principal valuation technique Unobservable inputs Range of input values Weighted average(5)(in billions of yen, except for percentages and basis points)

41

Discounted cash flow
Price-based

Prepayment rate
Default rate
Recovery rate
Discount margin

4%–16%
0%–1%
100%–100%5bps–170bps

7%
0%
100%
52bps

Commercial
mortgage-backed
securities

615

Discounted cash flow
Price-based

Discount margin

7bps–185bps

22bps

Corporate bonds andotherdebt securities

1,446

Discounted cash flow
Price-based

Prepayment rate(1)Default rate(1)Recovery rate(1)Discount margin(1)Discount margin (2)13%–21%0%–2%
10%–70%61bps–1,160bps
5bps–1,528bps

21%
2%
67%
256bps58bps(5)Internal valuation model(3)IR – IR correlation
Default rate(4)23%–100%
0%–63%

Foreign exchange
contracts

16Internal valuation model(3)FX – IR correlation
FX – FX correlation
Default rate(4)-37%–49%
56%–65%0%–63%

Equity-related
contracts(17)Internal valuation model(3)Equity – IR correlation
Equity correlation
Equity volatility

25%–25%0%–100%13%–157%

Credit-related
contracts(2)

Internal valuation model(3)Default rate
Credit correlation

0%–15%
30%–100%

621

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%–100%-37%–50%
56%–65%25%–25%-33%–100%0%–100%15%–157%
0%–12%
15%–100%

Derivative financial
instruments, net:
Interest rate contracts

Long-term debt

F-102

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
2021
Products/Instruments
Trading securities andAvailable-for-salesecurities:
Residential mortgagebacked securities

Fair value Principal valuation technique Unobservable inputs Range of input values(in billions of yen, except for percentages and basis points)

Average(5)32Discounted cash flow
Price-based

Prepayment rate
Default rate
Recovery rate
Discount margin

2%–17%
0%–1%
100%–100%28bps–170bps

7%
0%
100%
51bps

Commercial
mortgage-backed
securities

716

Discounted cash flow
Price-based

Discount margin5bps–210bps

22bps

Corporate bonds andother debt
securities

1,530

Discounted cash flow
Price-based

Prepayment rate (1)Default rate (1)Recovery rate (1)Discount margin (1)Discount margin (2)

10%–18%
1%–24%
10%–68%45bps–143bps
4bps–507bps

18%
2%
66%
115bps284bps8

Internal valuation model (3)IR – IR correlation

35%–100%

76%

Foreign exchange
contracts

23Internal valuation model (3)FX – IR correlation
FX – FX correlation

23%–50%43%–65%30%54%Equity-related
contracts(21)Internal valuation model (3)Equity – IR correlation
Equity correlation
Equity volatility

25%–25%0%–100%8%–71%

25%
88%
41%

Credit-related
contracts

2

Internal valuation model (3)Default rate
Credit correlation

0%–5%
40%–100%

1%
66%

Other contracts—

Internal valuation model (3)Commodity volatility

0%–63%

33%

713

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

49%–100%
23%–50%43%–65%25%–25%-33%–50%
0%–100%8%–71%
0%–5%
17%–100%

78%
36%
54%
25%
0%
88%
29%
1%
68%

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) This input represents the counterparty default rate derived from the MHFG Group’s own internal credit analyses.
(5) 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.
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-103

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 LIBOR or
swap rates. It primarily consists of a risk premium component which is the amount 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 the valuation 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-104

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, 2020 and 2021:
2020

Total

Level 1

Level 2 Level 3(in billions of yen)

Aggregate cost

Assets:Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans held-for-sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity securities (without readily determinable fair values) . . . . .
Premises and equipment—net . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

90
26
2
1
—
—

—
—
—
—
—
—

—
20
—
1
—
—

90
6
2
—
—
—

136
26
2
12
3
2

Total assets measured at fair value on a nonrecurring basis . . . . .

119

—

21

98

181

2021

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

85
22
3
—
24

—
—
—
—
—

3
21
—
—
—

82
1
3
—
24

167
23
4
7
34

Total assets measured at fair value on a nonrecurring basis . . . . .

134

—

24

110

235

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.
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
judgment or estimation is required in the determination of the fair values of non-marketable equity securities,
they are classified as Level 3.
F-105

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Premises and equipment—net and Other assets in the table above have been impaired and written down to fairvalue.
Goodwill in the table above is due to the decline in the fair value of the reporting unit, the carrying amount of the
goodwill was reduced to its fair value. There was no goodwill measured at fair value on a nonrecurring basis asof March 31, 2021.
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¥112 billion and ¥14 billion at March 31, 2020 and 2021, respectively. The net unrealized gains (losses) resulting
from changes in fair values of these notes recorded in Other noninterest income (expenses) were of ¥56 billionand ¥(10) billion for the fiscal years ended March 31, 2020 and 2021, respectively. Changes in fair value
resulting from changes in instrument-specific credit risk were estimated by incorporating the Company’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 describedin 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.

F-106

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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 ¥420 billion and ¥186 billion at March 31, 2020 and 2021,
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 estimatedbased 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.
F-107

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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, 2020 and 2021.

F-108

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table shows the carrying amounts and fair values at March 31, 2020 and 2021, 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”):

Financial assets:
Cash and due from banks, interest-bearing deposits
in other banks, call loans and funds sold, andreceivables under resale agreements andsecurities borrowing transactions . . . . . . . . . . . . .
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans, net of allowance for loan losses(Note) . . . . . . .
Financial liabilities:
Noninterest-bearing deposits, call money and funds
purchased, and payables under repurchaseagreements and securities lending transactions . . .
Interest-bearing deposits . . . . . . . . . . . . . . . . . . . . . .
Due to trust accounts . . . . . . . . . . . . . . . . . . . . . . . . .
Other short-term borrowings . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Carrying
amount2020
Estimated fair value
Total
Level 1
Level 2(in billions of yen)

63,755862
86,91463,755875
88,124

1,318
493
—

62,437382———
88,124

51,954
114,653
250
4,914
7,821

51,954
114,659
250
4,914
7,708

29,81258,935———22,142
55,724
250
4,914
6,813

—
—
—
—
895

Level 3Carrying
amount2021
Estimated fair value
Total
Level 1
Level 2(in billions of yen)

Financial assets:
Cash and due from banks, interest-bearing deposits
in other banks, call loans and funds sold, andreceivables under resale agreements andsecurities borrowing transactions . . . . . . . . . . . . .
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans, net of allowance for loan losses(Note) . . . . . . .

63,910887
87,70863,910904
88,84547,441490—

16,469414———
88,845

Financial liabilities:
Noninterest-bearing deposits, call money and funds
purchased, and payables under repurchaseagreements and securities lending transactions . . .
Interest-bearing deposits . . . . . . . . . . . . . . . . . . . . . .
Due to trust accounts . . . . . . . . . . . . . . . . . . . . . . . . .
Other short-term borrowings . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

53,278118,860
381
9,086
9,034

53,278118,849
381
9,086
9,219

—
—
—
—
—

53,278118,849
381
9,086
7,847

—
—
—
—
1,372

Note: Loans, net of allowance include items measured at fair value on a nonrecurring basis.

F-109

Level 3

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
28. 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-110

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, 2020 and 2021. 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)

2020
Assets (1):
Derivatives . . . . . . . . . . . . . . . . . . . .
Receivables under resaleagreements . . . . . . . . . . . . . . . . . .
Receivables under securities
borrowing transactions . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . .
Liabilities (1):
Derivatives . . . . . . . . . . . . . . . . . . . .
Payables under repurchaseagreements . . . . . . . . . . . . . . . . . .
Payables under securities lendingtransactions . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . .
2021
Assets (1):
Derivatives . . . . . . . . . . . . . . . . . . . .
Receivables under resaleagreements . . . . . . . . . . . . . . . . . .
Receivables under securities
borrowing transactions . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . .
Liabilities (1):
Derivatives . . . . . . . . . . . . . . . . . . . .
Payables under repurchaseagreements . . . . . . . . . . . . . . . . . .
Payables under securities lendingtransactions . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . .

9,819

—

9,819

(7,723)(629) 1,467

17,347—

17,347(17,197)—

1,753
28,919——1,753
28,919(1,709)(26,629)—44(629) 1,661

9,220

—

9,220

(7,519)(1,215)486

17,542—

17,542(17,191)

—

351

626
27,388——626
27,388(623)(25,333)—(1,215)

3
840

8,625

—

8,625(5)(6,323)(588) 1,714

11,623—

11,623(6)(10,478)—

2,694
22,942——

2,694(7)22,942(2,621)(19,422)—73(588) 2,932

8,252

—

8,252(5)(6,033)(933) 1,286

18,607—

18,607(6)(17,979)—

1,208
28,067——1,208(7)28,067(953)(24,965)—255(933) 2,169

150

1,145

628

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.
(4) For derivatives, amounts include derivative assets or liabilities and securities collateral that are eligible foroffsetting under enforceable master netting arrangements or similar agreements.

F-111

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)(5) The amounts of derivative assets and liabilities subject to enforceable master netting arrangements or similar
agreements at March 31, 2021 were ¥8,168 billion and ¥7,652 billion, respectively.
(6) The amounts of Receivables under resale agreements and Payables under repurchase agreements subject toenforceable industry standard master repurchase agreements with netting terms at March 31, 2021 were
¥10,551 billion and ¥18,321 billion, respectively.
(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 at March 31,
2021 were ¥2,694 billion and ¥958 billion, respectively.

29. 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, 2020 and 2021:
Overnight andcontinuous

Up to 30 days 31-90 days(in billions of yen)Greater than
90 days

Total

2020
Repurchase agreements . . . . . . . . . . . . . . . . .
Securities lending transactions . . . . . . . . . . .

6,357
877

5,467
231

4,867
—

1,280
316

17,971
1,424

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

7,234

5,698

4,867

1,596

19,395

Repurchase agreements . . . . . . . . . . . . . . . . .
Securities lending transactions . . . . . . . . . . .

9,459
943

3,586
15

4,315
—

1,247
250

18,607
1,208

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

10,402

3,601

4,315

1,497

19,815

2021

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, 2020 and 2021:
Repurchase Securities lending
agreements
transactions(in billions of yen)

2020
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,790
15,218
273
542
148

269
359
50
730
16

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

17,971

1,424Japanese government bonds and Japanese local government bonds . . . . . . . . .
Foreign government bonds and foreign agency mortgage-backed securities . . .
Commercial paper and corporate bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,787
15,917
284
544
75

352
131
57
654
14

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

18,607

1,208

2021

F-112

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Note: Amounts exceeded the gross amounts recognized in Note 28 “Offsetting of financial assets and financial
liabilities” by ¥1,227 billion at March 31, 2020, which excluded the amounts relating to master netting
agreements or similar agreements where the MHFG Group did not have the legal right of set-off or where
uncertainty exists as to the enforceability.
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.
30. Related party transactions
The banking subsidiaries of MHFG make loans to the MHFG Group’s directors, executive officers, and otherrelated parties. At March 31, 2020 and 2021, the aggregate loans to the Group’s equity method investees
amounted to ¥497 billion and ¥ 550 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 year ended March 31, 2021, certain subsidiaries of
MHFG partially withdrew assets from employee retirement benefit trusts, which were established for thepayment 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 loan transactions
and partial withdrawal of assets from employee retirement benefit trusts, are considered immaterial.
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, 2020 and
2021, and for each of the three years ended March 31, 2021, is as follows:
2020
2021
(in billions of yen)

Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-113

503
165
84
254
229
201

7,268
27,036
8,665
25,014
2,022
11

7,521
29,54010,301
27,247
2,293
13

2020
2021
(in billions of yen)

586
198
81
307
196
150

570
188
91
291
237
178

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
31. 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 in Japan.
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.
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.

F-114

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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 thetotal amount of all business segments’ “Fixed assets” with the total amount of Premises and equipment-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 allocated to each segment.

2019(1)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 . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . .

MHFG (Consolidated)
Retail &Business Corporate &GlobalGlobalAsset
Banking Institutional Corporate Markets Management
Company Company
Company Company Company Others(6)(in billions of yen)

Total

708.2
717.0

469.0
205.4

398.6
234.1

191.7
201.0

54.1
31.4

6.1 1,827.7
51.7 1,440.6

18.1
2.8
—

0.9
0.1
—

5.8
0.4
—

—
1.1
—

1.3
8.0
—

25.1
1.2
(16.3)

51.2
13.6(16.3)Net business profits (losses)(4) + Net gains(losses) related to ETFs and others . . . .

6.5

264.4

169.9

(10.4)

16.0(38.0)

408.4

Fixed assets(5) . . . . . . . . . . . . . . . . . . . . .

515.7

219.0

164.9

93.4

0.1

664.1 1,657.2

2020(1)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 . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . .

MHFG (Consolidated)
Retail &Business Corporate &GlobalGlobalAsset
Banking Institutional Corporate Markets Management
Company Company
Company Company Company Others(6)(in billions of yen)

Total

676.4

459.5

410.9

411.5

52.9

61.6 2,072.8

673.2

215.7

245.3

202.6

33.1

41.6 1,411.5

11.7
2.7
—

2.0
0.1
—

10.4
0.4
—

—
1.1
—

1.3
7.8
—

5.0
1.1
(5.9)

30.4
13.2
(5.9)

Net business profits (losses)(4) + Net gains(losses) related to ETFs and others . . . .

12.2

245.7

175.6

207.8

13.3

18.0

672.6

Fixed assets(5) . . . . . . . . . . . . . . . . . . . . .

520.1

197.3

161.0

92.3

0.1

769.0 1,739.8

F-115

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

2021(1)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 . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . .

MHFG (Consolidated)
Retail &Business Corporate &GlobalGlobalAsset
Banking Institutional Corporate Markets Management
Company Company
Company Company Company Others(6)(in billions of yen)

Total

679.9
640.6

491.9
209.6

450.6
251.1

487.2
218.2

50.4
32.9

40.8 2,200.8
56.3 1,408.7

5.5
2.3
—

3.9
0.1
—

10.9
0.4
—

—
0.8
—

1.1
7.6
—

(1.5)
1.0
—

19.9
12.2
—

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

42.5

286.1

210.0

268.2

11.0

(18.0)

799.8

Fixed assets(5) . . . . . . . . . . . . . . . . . . . . .

547.0

185.1

162.1

93.9

0.1

767.5 1,755.7

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, 2019, 2020 and 2021, net gains (losses) related to ETFs and others amounted
to ¥15.0 billion, ¥10.6 billion and ¥2.0 billion, respectively, of which ¥7.3 billion, ¥7.3 billion and¥(1.3) 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 andothers. 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;
F-116

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)••

equity in earnings (losses) of equity method investees-net that are not subject to allocation; andprofits and losses pertaining to derivative transactions that reflect the counterparty risk of theindividual parties and other factors in determining fair market value.

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, 2019, 2020 and 2021 presented above to income before income tax expense shown on the
consolidated statements of income and a reconciliation of “Fixed assets” at March 31, 2020 and 2021 to the total
amount of Premises and equipment-net, Goodwill, Intangible assets, and right-of-use assets related to operatingleases included in Other assets are as follows:2019

Net business profits (losses) + Net gains (losses) related to ETFs and others . . . . . .
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, and others . . . . . . . .
Net gains (losses) related to stocks—Net gains (losses) related to ETFs andothers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net extraordinary gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2020
2021
(in billions of yen)

408.4

672.6

799.8

23.3

46.3

6.3

(30.7)
11.2(183.3)11.6(209.9)4.9259.9(497.9)(57.9)

126.6(19.2)(35.9)

10.1
115.9(74.9)

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(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Land revaluation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Business combinations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pension liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidation of variable interest entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

116.3

618.7

652.2

45.3
(273.3)(11.9)
(5.8)
303.6
10.2
(12.8)(32.2)(39.0)
1.7(17.0)

111.2(480.9)(3.0)
0.7(96.1)
2.1
6.0(56.7)
39.3
17.3
(5.1)

(86.4)
523.5(16.9)
83.3(56.5)
6.4(1.0)(153.2)
104.6(31.5)
4.3

Income before income tax expense under U.S. GAAP . . . . . . . . . . . . . . . . . . . . . . . .

85.1

153.5

1,028.8

2019

2020
2021
(in billions of yen)Fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,657.2

1,739.8

1,755.7

U.S. GAAP adjustments(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

413.1

887.2

816.1

Premises and equipment-net, Goodwill, Intangible assets, and right-of-use assets
related to operating leases included in Other assets . . . . . . . . . . . . . . . . . . . . . . . .

2,070.3

2,627.0

2,571.8

F-117

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Notes:(1) The MHFG Group adopted ASU No.2016-13, 2019-04, 2019-05, and 2019-11 on April 1, 2020. Allowances
for credit losses for the fiscal year ended March 31, 2021 substitute allowances for loan losses andoff-balance-sheet instruments for the fiscal years ended March 31, 2019 and 2020. See Note 2 “Issued
accounting pronouncements” for further details.
(2) 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 the consolidation ofcertain variable interest entities, which are not consolidated under Japanese GAAP.

F-118

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

32. 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, 2019:
Total revenue(1) . . . . . . . . . . . . . . . . . . . . . .
Total expenses(2) . . . . . . . . . . . . . . . . . . . . .

1,705.5
2,082.6

792.1
696.5

66.0
46.1

249.7
203.2

616.5
316.3

3,429.8
3,344.7

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

(377.1)

95.6

19.9

46.5

300.2

85.1

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

(331.4)

85.3

17.0

34.6

270.2

75.7

Total assets at end of fiscal year . . . . . . . . . 133,443.5 25,913.5 4,824.7 15,322.5

18,107.0

197,611.2

Fiscal year ended March 31, 2020:
Total revenue(1) . . . . . . . . . . . . . . . . . . . . . .
Total expenses(2) . . . . . . . . . . . . . . . . . . . . .

1,681.0
2,008.9

801.5
679.2

95.1
41.5

270.4
239.1

610.9
336.7

3,458.9
3,305.4

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

(327.9)

122.3

53.6

31.3

274.2

153.5

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

(312.8)

100.4

51.5

23.6

243.6

106.3

Total assets at end of fiscal year . . . . . . . . . 137,470.4 34,650.4 4,137.3 15,487.0

19,473.7

211,218.8

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

372.6

260.3

140.1

72.9

182.9

1,028.8

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

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

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-119

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
33. Mizuho Financial Group, Inc., parent company
The following tables present the parent company only financial information of MHFG:
Condensed balance sheets
2020
2021
(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 a banking subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

43,016218

44,619347

8,104,662
1,139,694
6,539,819
471,225

8,561,350
1,241,783
7,851,894
549,068

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

16,298,634

18,249,061

Liabilities and shareholders’ equity:
Short-term borrowings from a banking subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

860,000
6,555,053
371,216
8,512,365

850,000
7,875,414
418,409
9,105,238

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

16,298,634

18,249,061

F-120

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Condensed statements of income
2019
2020
2021
(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 disposal of premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

267,724
23,39239,292
106,920—
9,575

23,824
12,85038,004
123,354
10,866
7,088

214,473
17,49936,334
128,697—
12,010Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

446,903

215,986

409,013

Expenses:
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

40,680110,861
59,04938,951
126,516
25,31337,979130,812
8,842

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

210,590

190,780

177,633

Equity in undistributed net income (loss) of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(173,142) 130,930

341,369

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

63,171 156,136(21,300)
5,941

572,749(9,016)

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

84,471

581,765

F-121

150,195

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Condensed statements of cash flows
2019

2020
(in millions of yen)

2021

Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

84,471
197,193

150,195(92,059)

581,765(390,748)

Net cash provided by operating activities . . . . . . . . . . . . . . . . . .

281,664

58,136

191,017

Cash flows from investing activities:
Proceeds from sales of Equity securities . . . . . . . . . . . . . . . . . . . . . . .
Net change in loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sales of premises and equipment . . . . . . . . . . . . . . . . .
Net change in other investing activities . . . . . . . . . . . . . . . . . . . . . . .

139,719——(1,075,059) (1,496,047) (1,167,385)(11,640)(43,406)(41,382)—
209,657
55,624(1,310)(5,150)(1,245)

Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . .

(948,290) (1,334,946) (1,154,388)

Cash flows from financing activities:
Net change in short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from issuance of long-term debt . . . . . . . . . . . . . . . . . . . . .
Repayment of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from issuance of common stock . . . . . . . . . . . . . . . . . . . . .
Purchases of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in other financing activities . . . . . . . . . . . . . . . . . . . . . . .

(140,000)
1,075,059—
3(2,124)(190,413)
437(85,505)
1,531,047(35,000)—(1,441)(190,386)
962(10,000)
1,477,385(310,000)—(1,849)(190,498)
65

Net cash provided by financing activities . . . . . . . . . . . . . . . . . .

742,962

1,219,677

965,103

Effect of exchange rate changes on cash and cash equivalents . . . . . . . . .

540

—

—

Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . .
Cash and cash equivalents at beginning of fiscal year . . . . . . . . . . . . . . . .

76,87623,491(57,133)
100,367

1,732
43,234

Cash and cash equivalents at end of fiscal year . . . . . . . . . . . . . . . . . . . . .

100,367

43,23444,966

34. Subsequent events
Sale of partial shares of our subsidiary in response to the subsidiary’s share buyback
MHFG sold a part of its common shares of MHSC in response to the share buyback conducted by MHSC. The
details are as follows.
(1) Reason of MHSC’s share buyback
MHSC conducted the share buyback for capital improvement following the MHFG Group’s capital policy, which
MHFG, the parent company of MHSC, presented in light of the MHFG Group’s financial structure reforms.
(2) The number of sold shares, the selling price and the date of the sale
The number of sold shares . . . . . . . . . . . . . . . . . . . . . . .
The selling price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The date of the sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-122

1,205,211,726 shares¥370,000 millions of yen
June 29, 2021

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)(3) Impact of the share sale on the MHFG Group’s future consolidated results of operations or financial
condition.
The sale of some of MHSC’s shares is expected to impact the results of operations such as decreasing MHFG’s
taxable income. Currently an estimated impact cannot be made as MHFG Group is evaluating the impact of thissale on the MHFG Group’s consolidated results of operations or financial condition.

F-123

EXHIBIT INDEXExhibit
NumberDescription of Exhibits

1.1

Articles of Incorporation of Mizuho Financial Group, Inc., dated October 1, 2020 (English
Translation)

1.2

Regulations of the Board of Directors of Mizuho Financial Group, Inc., as amended on April 1,
2021 (English Translation)

1.3

Share Handling Regulations of Mizuho Financial Group, Inc., dated April 1, 2018 (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,
2021, has been formatted in Inline XBRLIncorporated by reference to our annual report on Form 20-F (No. 001-33098) filed on July 3, 2018
Incorporated by reference to our annual report on Form 20-F (No. 001-33098) filed on July 3, 2018,
except Exhibit A thereto. Exhibit A to the Deposit Agreement has been revised as of October 1, 2020. For
the latest Exhibit A, see Exhibit 2.1 to this annual report.

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/ Tatsufumi Sakai
Name: Tatsufumi Sakai
Title: President & Group CEO
July 2, 2021

Exhibit 1.1
ARTICLES OF INCORPORATIONOFMIZUHO FINANCIAL GROUP, INC.
October 1, 2020

[ 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 forin 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.

(Disclosure of Reference Materials, Etc. for General Meetings of Shareholders via Internet)

The Company may, at the time of convocation of a general meeting of shareholders, deem to have provided
shareholders with information with respect to matters which shall be stated or indicated in the reference materials
for a general meeting of shareholders, business reports, non-consolidated financial documents and consolidated
financial documents by disclosing those by way of using the Internet as provided for in the ordinances of the
Ministry of Justice.
Article 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.
Article 28.
1.

(General Meetings of Holders of Classes of Stock)

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.
7

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.

Article 35.
1.

(Notice to Convene Meetings of the Board of Directors)

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.
8

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.
CHAPTER VII
EXECUTIVE OFFICERS
Article 42.

(Number)

The Company shall have no less than one (1) Executive Officer.
9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 Executive Officer(s) with Tittles)

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.

3.

The Board of Directors may, by its resolutions, appoint Deputy President & CEO(s), Senior Managing
Executive Officer(s), and Managing Executive Officer(s).
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 April 1, 2021
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 defined1

in 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.
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.

2

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(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.

(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;
3

(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;(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.
1.

(Business Execution Reports)

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.
4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.

(Other Reports, etc.)

1.

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.

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, Senior Managing Executive Officer, and Managing Executive Officer from among theexecutive 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,
Deputy President & Executive Officer, Senior Managing Executive Officer, and Managing 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.
5

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.
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 andmanagement of information on theexecution of duties by executive officers as
defined in the Companies Act of theCompany

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 (iniii. 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 theCompany’s subsidiaries, or anyone thathas 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) Basic matters concerning risk appetite
management, compliance, and internalframeworks
auditing of the Mizuho Group(b) Risk appetite statement(c) Basic matters concerning management of riskdata(d) Basic matters concerning recovery plans (RCP)
and resolution plans (RSP in the U.S.) relating to
U.S. operations(e) Compliance Manual(f)Compliance programs(g) Implementation of specific plans concerning themanagement of customer protection, etc.
(h) Basic internal audit plans(i)2.

Other important matters pertaining to Internal
Control System

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

4

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
5

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–

6

Mizuho Code of Conduct
Human Rights Policy–

Environmental Policy–

Behavioral Guidelines for a Sound Risk Culture–

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

Matters to be Resolved

Operating Standards

7–

Regulations of the Compensation Committee–

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

Matters to be Resolved

Operating Standards

8–

Basic Policy on Management of Finance
Facilitation–

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 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 of Compliance–

Basic Approach for Group Business Management
Concerning Information Management–

Information Security Policy–

Privacy Policy Regarding Customer Information–

Privacy Policy Regarding Shareholder
Information–

Privacy Policy Regarding Employee Information–

Privacy Policy Regarding Applicant Information–

Basic Policy for Management of Protection ofCustomers, etc.

Matters to be Resolved

Operating Standards–

Regulations for Handling Incidents–

Basic Policy on Internal Audit–

Internal Audit Regulations–

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, amendments that do
not substantially change the contents of theseregulations, such as amendments due to organizationalchanges, etc., may be approved by the President &CEO.
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–

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)9Matters to be Resolved

Operating Standards

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.

10[ 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 definedin the Companies Act, in connection withtransformation of the Company into what iscurrently called a Company with Three
Committees
A.

11

Particularly important matters concerning theMizuho Group–

Important changes in shareholder
composition–

Disposal of and acceptance of assignment ofimportant assets that are important to group
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 theCompany 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*12

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 with arank 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 matters to
be resolved)–

Determination of important matters concerning
the offering of company bonds–

Determination of corporate restructuring acts that
do not require the approval of a general meetingof 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–

Cancellation of own shares and own stockacquisition rights

Matters to be Reported

Operating Standards–

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 conditions ofshares 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

13

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–Appointment of special committee members of
the Internal Audit Committee

Matters to be Reported

Operating Standards–

Appointment of the Chairmen of the Business
Policy Committees(c) Status of the execution of other important
operations(2) Important matters concerning risk governance, (a) Status of risk appetite level of the Mizuho Grouprisk management, compliance, and internal
as well as in-house companies and units
auditing of the Mizuho Group (in principle,(b) Status of risk management
quarterly reports)(c) Status of compliance management(d) Status of implementation of internal audits(e) Matters to be resolved by and important mattersto be reported to the Internal Audit Committee(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(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
14Matters to be Reported

Operating Standards(5) Important matters concerning Mizuho’senvironment-related initiatives (in principle,
annually reports)
2.

(a) Status of Mizuho’s Environmental Initiatives

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 BusinessContinuity 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(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 Board of
Directors on a case-by-case basis as necessary
prescribed in the particularly important internal
regulations of the Company, matters that
directors able to convene meetings of the Boardof Directors in accordance with Article 5,
Paragraph 1 or Paragraph 2 of the Regulations of
the Board of Directors, or directors or executive
officers as defined in the Companies Act, able torequest a convocation of meetings of the Boardof Directors in accordance with Paragraph 4 ofthe 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.
15

Exhibit 2.1
424B3 1 mizuho424b3.htm 424B3
Rule 424(b)(3)File No. 333-138082
Note:

This revised form of American Depositary Receipt is being filed to reflect that the ratio of Shares
per American Depositary Share has changed from two shares to one fifth of one share, effective
October 1, 2020.
EXHIBIT A

UPON SURRENDER OF THIS RECEIPT, AS A RESULT OF, AND TO THE EXTENT REQUIRED BY, THE
OPERATION OF THE JAPANESE COMPANIES ACT OR ANY OTHER JAPANESE LAW, THE
DEPOSITARY WILL EFFECT THE DELIVERY TO THE OWNER HEREOF, OF SHARES OF MIZUHOFINANCIAL GROUP, INC. REPRESENTED BY THE AMERICAN DEPOSITARY SHARES EVIDENCED
HEREBY ONLY IN 100 SHARE UNITS (OR SUCH OTHER NUMBER OF SHARES AS THE ARTICLESOF INCORPORATION OF MIZUHO FINANCIAL GROUP, INC. MAY PROVIDE AS A “UNIT OFSHARES” FOR THE PURPOSE OF THE JAPANESE COMPANIES ACT, AS SUCH ARTICLES OFINCORPORATION MAY BE AMENDED FROM TIME TO TIME) OR AN INTEGRAL MULTIPLE
THEREOF.
AMERICAN DEPOSITARY SHARES(Each American Depositary Share represents
One-fifth (1/5) of one deposited Share)
THE BANK OF NEW YORK MELLONAMERICAN DEPOSITARY RECEIPTFOR COMMON SHARES OFMIZUHO FINANCIAL GROUP, INC.
(INCORPORATED UNDER THE LAWS OF JAPAN)
The Bank of New York Mellon, as depositary (hereinafter called the “Depositary”), hereby certifies that, or registered assigns IS THE OWNER OFAMERICAN DEPOSITARY SHARES
representing deposited common shares (herein called “Shares”) of Mizuho Financial Group, Inc., incorporated
under the laws of Japan (herein called the “Company”). At the date hereof, each American Depositary Sharerepresents one fifth (1/5) of one Share deposited or subject to deposit under the Deposit Agreement (as such termis hereinafter defined) with a custodian for the Depositary (herein called the “Custodian”) that, as of the date of
the Deposit Agreement, was Mizuho Bank, Ltd. located in Tokyo. The Depositary’s Office and its principal
executive office are located at 240 Greenwich Street, New York, NY 10286.
THE DEPOSITARY’S OFFICE ADDRESS IS
240 GREENWICH STREET, NEW YORK, NY 10286
1.

THE DEPOSIT AGREEMENT.

This American Depositary Receipt is one of an issue (herein called “Receipts”), all issued and to be issued
upon the terms and conditions set forth in the amended and restated Deposit Agreement dated as of April 2, 2018
(herein called the “Deposit Agreement”) among the Company, the Depositary, and all Owners and Holders fromtime to time of American Depositary Shares issued thereunder, each of whom by accepting American Depositary
Shares agrees to become a party thereto and become bound by all the terms and conditions thereof. The Deposit
Agreement sets forth the rights of Owners and Holders and the rights and duties of the Depositary in respect of
the Shares deposited thereunder and any and all other securities, property and cash from time to time received in
respect of those Shares and held thereunder (those Shares, securities, property, and cash are herein called“Deposited Securities”). Copies of the Deposit Agreement are on file at the Depositary’s Office in New York
City and at the office of the Custodian.
The statements made on the face and reverse of this Receipt are summaries of certain provisions of the
Deposit Agreement and are qualified by and subject to the detailed provisions of the Deposit Agreement, towhich reference is hereby made. Capitalized terms defined in the Deposit Agreement and not defined herein shallhave the meanings set forth in the Deposit Agreement.
2.

SURRENDER OF AMERICAN DEPOSITARY SHARES AND WITHDRAWAL OF SHARES.

Upon surrender at the Depositary’s Office of American Depositary Shares for the purpose of withdrawal of
the Deposited Securities represented thereby and payment of the fee of the Depositary for the surrender ofAmerican Depositary Shares as provided in Section 5.9 of the Deposit Agreement and payment of all taxes andgovernmental charges payable in connection with that surrender and withdrawal of the Deposited Securities, andsubject to the terms and conditions of the Deposit Agreement, the Owner of those American Depositary Sharesshall be entitled to delivery (to the extent delivery can then be lawfully and practicably made), to or as instructedby that Owner, of the amount of Deposited Securities at the time represented by those American Depositary
Shares, but not any money or other property as to which a record date for distribution to Owners has passed(since money or other property of that kind will be delivered or paid on the scheduled payment date to the Owner
as of that record date). The Depositary shall direct the Custodian with respect to delivery of Deposited Securities
and may charge the surrendering Owner a fee and its expenses for giving that direction by cable (including
SWIFT) or facsimile transmission. That delivery will be made, at the office of the Custodian, except that, at therequest, risk and expense of the surrendering Owner, and for the account of that Owner, the Depositary shalldirect the Custodian to forward any cash or other property comprising, and forward a certificate or certificates, if
applicable, and other proper documents of title, if any, for, the Deposited Securities represented by thesurrendered American Depositary Shares to the Depositary for delivery at the Depositary’s Office or to anotheraddress specified in the order received from the surrendering Owner.
3.

REGISTRATION OF TRANSFER OF AMERICAN DEPOSITARY SHARES; COMBINATION AND
SPLIT-UP OF RECEIPTS; INTERCHANGE OF CERTIFICATED AND UNCERTIFICATEDAMERICAN DEPOSITARY SHARES.

The Depositary, subject to the terms and conditions of the Deposit Agreement, shall register a transfer ofAmerican Depositary Shares on its transfer books upon (i) in the case of certificated American Depositary
Shares, surrender of the Receipt evidencing those American Depositary Shares, by the Owner or by a duly
authorized attorney, properly endorsed or accompanied by proper instruments of transfer or (ii) in the case of
uncertificated American Depositary Shares, receipt from the Owner of a proper instruction (including, for the
avoidance of doubt, instructions through DRS and Profile as provided in Section 2.10 of that Agreement), and, ineither case, duly stamped as may be required by the laws of the State of New York and of the United States ofAmerica. Upon registration of a transfer, the Depositary shall deliver the transferred American Depositary Sharesto or upon the order of the person entitled thereto.
The Depositary, subject to the terms and conditions of the Deposit Agreement, shall upon surrender of a
Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, executeand deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested,
evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered.
The Depositary, upon surrender of certificated American Depositary Shares for the purpose of exchanging
for uncertificated American Depositary Shares, shall cancel the Receipt evidencing those certificated AmericanDepositary Shares and send the Owner a statement confirming that the Owner is the owner of the same numberof uncertificated American Depositary Shares. The Depositary, upon receipt of a proper instruction (including,for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.10 of the Deposit
Agreement) from the Owner of uncertificated American Depositary Shares for the purpose of exchanging for
certificated American Depositary Shares, shall cancel those uncertificated American Depositary Shares andregister and deliver to the Owner a Receipt evidencing the same number of certificated American Depositary
Shares.
As a condition precedent to the delivery, registration of transfer, or surrender of any American Depositary
Shares or split-up or combination of any Receipt or withdrawal of any Deposited Securities, the Depositary, theCustodian, or Registrar may require payment from the depositor of the Shares or the presenter of the Receipt or
instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a Receipt ofa sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration
fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited orwithdrawn) and payment of any applicable fees as provided in the Deposit Agreement, may require theproduction of proof satisfactory to it as to the identity and genuineness of any signature and may also requirecompliance with any regulations the Depositary may establish consistent with the provisions of the Deposit
Agreement.
The delivery of American Depositary Shares against deposit of Shares generally or against deposit ofparticular Shares may be suspended, or the registration of transfer of American Depositary Shares in particularinstances may be refused, or the registration of transfer of outstanding American Depositary Shares generally
may be suspended, during any period when the transfer books of the Depositary are closed, or if any such action
is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of
any requirement of law or of any government or governmental body or commission, or under any provision of
the Deposit Agreement, or for any other reason. Notwithstanding anything to the contrary in the Deposit
Agreement or this Receipt, the surrender of outstanding American Depositary Shares and withdrawal of
Deposited Securities may not be suspended subject only to (i) temporary delays caused by closing the transfer
books of the Depositary or the Company or the Foreign Registrar, if applicable, or the deposit of Shares inconnection with voting at a shareholders’ meeting, or the payment of dividends, (ii) the payment of fees, taxes
and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to
the American Depositary Shares or to the withdrawal of the Deposited Securities. The Depositary shall notknowingly accept for deposit under the Deposit Agreement any Shares that, at the time of deposit, are Restricted
Securities. Upon surrender of American Depositary Shares for the purpose of withdrawal by an Owner to the
Depositary, as a result of, and to the extent required by, the operation of applicable provisions of the JapaneseCompanies Act or any other Japanese law, the Depositary will effect the delivery to such Owner of only that
portion of Shares (and any other Deposited Securities relating to such Shares) comprising a Unit or an integral
multiple thereof (the “deliverable portion”). For the purpose of the foregoing sentence, the deliverable portion
shall be determined on the basis of the aggregate number of Shares represented by the entire amount of theAmerican Depositary Shares surrendered by the same Owner at the same time. The Depositary will promptly
advise such Owner as to the amount of Shares and other Deposited Securities, if any, constituting a
non-deliverable portion and shall deliver to such Owner American Depositary Shares representing suchnon-deliverable portion. In addition, the Depositary shall notify such Owner of the additional amount ofAmerican Depositary Shares which such Owner would be required to surrender in order for the Depositary toeffect delivery of all the Shares and other Deposited Securities represented by the American Depositary Shares ofsuch Owner.
4.

LIABILITY OF OWNER FOR TAXES.

If any tax or other governmental charge shall become payable by the Custodian or the Depositary withrespect to or in connection with any American Depositary Shares or any Deposited Securities represented by any
American Depositary Shares or in connection with a transaction to which Section 4.8 of the Deposit Agreement
applies, that tax or other governmental charge shall be payable by the Owner of those American Depositary
Shares to the Depositary. The Depositary may refuse to register any transfer of those American DepositaryShares or any withdrawal of Deposited Securities represented by those American Depositary Shares until thatpayment is made, and may withhold any dividends or other distributions or the proceeds thereof, or may sell forthe account of the Owner any part or all of the Deposited Securities represented by those American Depositary
Shares, and may apply those dividends or other distributions or the net proceeds of any sale of that kind inpayment of that tax or other governmental charge but, even after a sale of that kind, the Owner shall remain liable
for any deficiency. The Depositary shall distribute any net proceeds of a sale made under Section 3.2 of the
Deposit Agreement that are not used to pay taxes or governmental charges to the Owners entitled to them inaccordance with Section 4.1 of the Deposit Agreement. If the number of Shares represented by each American
Depositary Share decreases as a result of a sale of Deposited Securities under Section 3.2 of the Deposit
Agreement, the Depositary may call for surrender of the American Depositary Shares to be exchanged on a
mandatory basis for a lesser number of American Depositary Shares and may sell American Depositary Shares tothe extent necessary to avoid distributing fractions of American Depositary Shares in that exchange anddistribute the net proceeds of that sale to the Owners entitled to them.
5.

WARRANTIES ON DEPOSIT OF SHARES.

Every person depositing Shares under the Deposit Agreement shall be deemed thereby to represent andwarrant that those Shares and each certificate therefor, if applicable, are validly issued, fully paid andnonassessable and were not issued in violation of any preemptive or similar rights of the holders of outstanding
securities of the Company and that the person making that deposit is duly authorized so to do. Every depositing
person shall also be deemed to represent that the Shares, at the time of deposit, are not Restricted Securities. All
representations and warranties deemed made under Section 3.3 of the Deposit Agreement shall survive thedeposit of Shares and delivery of American Depositary Shares.
6.

FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION.

Any person presenting Shares for deposit or any Owner or Holder may be required from time to time to filewith the Depositary or the Custodian such proof of citizenship or residence, exchange control approval, or suchinformation relating to the registration on the books of the Company or the Foreign Registrar, if applicable, to
execute such certificates and to make such representations and warranties, as the Depositary may deem necessaryor proper. The Depositary may withhold the delivery or registration of transfer of any American Depositary
Shares, the distribution of any dividend or other distribution or of the proceeds thereof or the delivery of any
Deposited Securities until that proof or other information is filed or those certificates are executed or those
representations and warranties are made. As conditions of accepting Shares for deposit, the Depositary may
require (i) any certification required by the Depositary or the Custodian in accordance with the provisions of the
Deposit Agreement, (ii) a written order directing the Depositary to deliver to, or upon the written order of, theperson or persons stated in that order, the number of American Depositary Shares representing those Deposited
Shares, (iii) evidence satisfactory to the Depositary that those Shares have been re-registered in the books of theCompany or the Foreign Registrar in the name of the Depositary, a Custodian or a nominee of the Depositary or a
Custodian, (iv) evidence satisfactory to the Depositary that any necessary approval has been granted by any
governmental body in each applicable jurisdiction and (v) an agreement or assignment, or other instrument
satisfactory to the Depositary, that provides for the prompt transfer to the Custodian of any dividend, or right tosubscribe for additional Shares or to receive other property, that any person in whose name those Shares are or
have been recorded may thereafter receive upon or in respect of those Shares, or, in lieu thereof, such agreementof indemnity or other agreement as shall be satisfactory to the Depositary.
7.

CHARGES OF DEPOSITARY.

The following charges shall be incurred by any party depositing or withdrawing Shares or by any party
surrendering American Depositary Shares or to whom American Depositary Shares are issued (including,
without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchangeof stock regarding the American Depositary Shares or Deposited Securities or a delivery of American Depositary
Shares pursuant to Section 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and othergovernmental charges, (2) such registration fees as may from time to time be in effect for the registration of

transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable totransfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on themaking of deposits or withdrawals hereunder, (3) such cable (including SWIFT) and facsimile transmission feesand expenses as are expressly provided in the Deposit Agreement, (4) such expenses as are incurred by the
Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement, (5) a fee of$5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary
Shares pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of American Depositary
Shares pursuant to Section 2.5 or 6.2 of the Deposit Agreement, (6) a fee of $.05 or less per American Depositary
Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but notlimited to Sections 4.1 through 4.4 and 4.8 of the Deposit Agreement, (7) a fee for the distribution of securities
pursuant to Section 4.2 of the Deposit Agreement or of rights pursuant to Section 4.4 of that Agreement (where
the Depositary will not exercise or sell those rights on behalf of Owners), such fee being in an amount equal to
the fee for the execution and delivery of American Depositary Shares referred to above which would have been
charged as a result of the deposit of such securities under the Deposit Agreement (for purposes of this item 7
treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to
Owners, (8) in addition to any fee charged under item 6, a fee of $.05 or less per American Depositary Share (orportion thereof) per annum for depositary services, which will be payable as provided in item 9 below, and(9) any other charges payable by the Depositary or the Custodian, any of the Depositary’s or Custodian’s agentsor the agents of the Depositary’s or Custodian’s agents, in connection with the servicing of Shares or other
Deposited Securities (which charges shall be assessed against Owners as of the date or dates set by the
Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of
the Depositary by billing those Owners for those charges or by deducting those charges from one or more cash
dividends or other cash distributions).
The Depositary may collect any of its fees by deduction from any cash distribution payable, or by selling a
portion of any securities to be distributed, to Owners that are obligated to pay those fees.
The Depositary, subject to Article 8 hereof, may own and deal in any class of securities of the Company andits affiliates and in American Depositary Shares.
From time to time, the Depositary may make payments to the Company to reimburse the Company for costs
and expenses generally arising out of establishment and maintenance of the American Depositary Sharesprogram, waive fees and expenses for services provided by the Depositary or share revenue from the feescollected from Owners or Holders. In performing its duties under the Deposit Agreement, the Depositary may
use brokers, dealers, foreign currency dealers or other service providers that are owned by or affiliated with the
Depositary and that may earn or share fees, spreads or commissions.
8.

PRE-RELEASE OF AMERICAN DEPOSITARY SHARES.

Notwithstanding Section 2.3 of the Deposit Agreement, the Depositary may deliver American Depositary
Shares prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement (a “Pre-Release”). The
Depositary may, pursuant to Section 2.5 of the Deposit Agreement, deliver Shares upon the surrender ofAmerican Depositary Shares that have been Pre-Released, whether or not that surrender is prior to thetermination of that Pre-Release or the Depositary knows that those American Depositary Shares have been
Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a
Pre-Release. Each Pre-Release must be (a) preceded or accompanied by a written representation from the person
to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, owns the
Shares or American Depositary Shares to be remitted, as the case may be, (b) at all times fully collateralized withcash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not morethan five (5) business days’ notice, and (d) subject to all indemnities and credit regulations that the Depositary
deems appropriate. The number of American Depositary Shares outstanding at any time as a result of Pre-Release
will not normally exceed thirty percent (30%) of all American Depositary Shares outstanding; provided,
however, that the Depositary reserves the right to change or disregard that limit from time to time as it reasonably
deems appropriate.

The Depositary may retain for its own account any compensation received by it in connection with
Pre-Release.
9.

TITLE TO AMERICAN DEPOSITARY SHARES.

It is a condition of the American Depositary Shares, and every successive Owner and Holder of American
Depositary Shares, by accepting or holding the same, consents and agrees that American Depositary Shares
evidenced by a Receipt, when the Receipt is properly endorsed or accompanied by proper instruments of transfer,shall be transferable as certificated registered securities under the laws of the State of New York, and that
American Depositary Shares not evidenced by Receipts shall be transferable as uncertificated registeredsecurities under the laws of the State of New York. The Depositary, notwithstanding any notice to the contrary,
may treat the Owner of American Depositary Shares as the absolute owner thereof for the purpose of determining
the person entitled to distribution of dividends or other distributions or to any notice provided for in the Deposit
Agreement and for all other purposes, and neither the Depositary nor the Company shall have any obligation or
be subject to any liability under the Deposit Agreement to any Holder of American Depositary Shares, but only
to the Owner.
10. VALIDITY OF RECEIPT.
This Receipt shall not be entitled to any benefits under the Deposit Agreement or be valid or obligatory forany purpose, unless this Receipt shall have been (i) executed by the Depositary by the manual signature of a duly
authorized officer of the Depositary or (ii) executed by the facsimile signature of a duly authorized officer of the
Depositary and countersigned by the manual signature of a duly authorized signatory of the Depositary or theRegistrar or a co-registrar.
11. REPORTS; INSPECTION OF TRANSFER BOOKS.
The Company is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and,accordingly, files certain reports with the Securities and Exchange Commission. Those reports will be available
for inspection and copying through the Commission’s EDGAR system or at public reference facilities maintainedby the Commission in Washington, D.C.
The Depositary will make available for inspection by Owners at its Office any reports, notices and othercommunications, including any proxy soliciting material, received from the Company which are both(a) received by the Depositary as the holder of the Deposited Securities and (b) made generally available to theholders of those Deposited Securities by the Company. The Company shall furnish reports and communications,
including any proxy soliciting material to which Section 4.9 of the Deposit Agreement applies, to the Depositary
in English, to the extent such materials are required to be translated into English pursuant to any regulations of
the Commission.
The Depositary will keep books for the registration of American Depositary Shares and transfers ofAmerican Depositary Shares, which shall be open for inspection by the Owners at the Depositary’s Office during
regular business hours, provided that such inspection shall not be for the purpose of communicating with Owners
in the interest of a business or object other than the business of the Company or a matter related to the Deposit
Agreement or the American Depositary Shares.
12. DIVIDENDS AND DISTRIBUTIONS.
Whenever the Depositary receives any cash dividend or other cash distribution on Deposited Securities, theDepositary will, if at the time of receipt thereof any amounts received in a foreign currency can in the judgmentof the Depositary be converted on a reasonable basis into Dollars transferable to the United States, and subject tothe Deposit Agreement, convert that dividend or other cash distribution into Dollars, as promptly as practicable,
and distribute the amount thus received (net of the fees and expenses of the Depositary as provided in Article 7
hereof and Section 5.9 of the Deposit Agreement) to the Owners entitled thereto; provided, however,that if the Custodian or the Depositary is required to withhold and does withhold from that cash dividend or othercash distribution an amount on account of taxes or other governmental charges, the amount distributed to the
Owners of the American Depositary Shares representing those Deposited Securities shall be reduced accordingly.
If a cash distribution would represent a return of all or substantially all the value of the Deposited Securities
underlying American Depositary Shares, the Depositary may require surrender of those American Depositary
Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or
not it is also requiring surrender of American Depositary Shares) as a condition of making that cash distribution.
A distribution of that kind shall be a Termination Option Event.
Subject to the provisions of Section 4.11 and 5.9 of the Deposit Agreement, whenever the Depositary
receives any distribution other than a distribution described in Section 4.1, 4.3 or 4.4 of the Deposit Agreement
on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities), theDepositary will, as promptly as practicable, cause the securities or property received by it to be distributed to the
Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary and any
taxes or other governmental charges, in any manner that the Depositary deems equitable and practicable foraccomplishing that distribution (which may be a distribution of depositary shares representing the securities
received); provided, however, that if in the reasonable opinion of the Depositary such distribution cannot bemade proportionately among the Owners of Receipts entitled thereto, or if for any other reason the Depositary
deems such distribution not to be lawful and feasible, the Depositary may adopt such other method as it may
deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, thepublic or private sale of the securities or property thus received, or any part thereof, and distribution of the net
proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Article 7 hereof andSection 5.9 of the Deposit Agreement) to the Owners entitled thereto all in the manner and subject to theconditions set forth in Section 4.1 of the Deposit Agreement. The Depositary may withhold any distribution of
securities under Section 4.2 of the Deposit Agreement if it has not received satisfactory assurances from theCompany that the distribution does not require registration under the Securities Act of 1933. The Depositary may
sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this
Article that is sufficient to pay its fees and expenses in respect of that distribution. If a distribution under
Section 4.2 of the Deposit Agreement would represent a return of all of substantially all the value of the
Deposited Securities underlying American Depositary Shares, the Depositary may require surrender of those
American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary
Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making
that distribution. A distribution of that kind shall be a Termination Option Event.
Whenever the Depositary receives any distribution consisting of a dividend in, or free distribution of,Shares, the Depositary may deliver to the Owners entitled thereto, an aggregate number of American Depositary
Shares representing the amount of Shares received as that dividend or free distribution, subject to the terms andconditions of the Deposit Agreement with respect to the deposit of Shares and issuance of American Depositary
Shares, including the withholding of any tax or other governmental charge as provided in Section 4.11 of the
Deposit Agreement and the payment of the fees and expenses of the Depositary as provided in Article 7 hereof
and Section 5.9 of the Deposit Agreement (and the Depositary may sell, by public or private sale, an amount of
Shares received (or American Depositary Shares representing those Shares) sufficient to pay its fees andexpenses in respect of that distribution). In lieu of delivering fractional American Depositary Shares, theDepositary may sell the amount of Shares represented by the aggregate of those fractions (or American
Depositary Shares representing those Shares or, if such sale is not possible with respect to any portion of such
Shares which is less than a full Share, or a full Unit, by sale of such portion to the Company in accordance withthe applicable provisions of Japanese law and the articles of association, or similar documents of the Company)and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.1of the
Deposit Agreement. No delivery to Owners pursuant to Section 4.3 of the Deposit Agreement shall be
unreasonably delayed by any action of the Depositary or the Custodian. If and to the extent that additional
American Depositary Shares are not delivered and Shares or American Depositary Shares are not sold, each
American Depositary Share shall thenceforth also represent the additional Shares distributed on the Deposited
Securities represented thereby.

If the Company declares a distribution in which holders of Deposited Securities have a right to elect whether
to receive cash, Shares or other securities or a combination of those things, or a right to elect to have a
distribution sold on their behalf, the Depositary may, after consultation with the Company, make that right ofelection available for exercise by Owners any manner the Depositary considers to be lawful and practical. As acondition of making a distribution election right available to Owners, the Depositary may require satisfactory
assurances from the Company that doing so does not require registration of any securities under the Securities
Act of 1933.
If the Depositary determines that any distribution received or to be made by the Depositary (including
Shares and rights to subscribe therefor) is subject to any tax or other governmental charge that the Depositary is
obligated to withhold, the Depositary may sell, by public or private sale, all or a portion of the distributed
property (including Shares and rights to subscribe therefor) in the amounts and manner the Depositary deems
necessary and practicable to pay any those taxes or charges, and the Depositary shall distribute the net proceedsof that sale, after deduction of those taxes or charges, to the Owners entitled thereto in proportion to the numberof American Depositary Shares held by them respectively.
Each Owner and Holder agrees to indemnify the Company, the Depositary, the Custodian and theirrespective directors, employees, agents and affiliates for, and hold each of them harmless against, any claim by
any governmental authority with respect to taxes, additions to tax, penalties or interest arising out of any refundof taxes, reduced withholding at source or other tax benefit received by it. Services for Owners and Holders thatmay permit them to obtain reduced rates of tax withholding at source or reclaim excess tax withheld, and the fees
and costs associated with using services of that kind, are not provided under, and are outside the scope of, theDeposit Agreement.
13. RIGHTS.
(a) If rights are granted to the Depositary in respect of deposited Shares to purchase additional Shares orother securities, the Company and the Depositary shall endeavor to consult as to the actions, if any, theDepositary should take in connection with that grant of rights. The Depositary may, to the extent deemed by it tobe lawful and practical (i) if requested in writing by the Company, grant to all or certain Owners rights to instruct
the Depositary to purchase the securities to which the rights relate and deliver those securities or American
Depositary Shares representing those securities to Owners, (ii) if requested in writing by the Company, deliver
the rights to or to the order of certain Owners, or (iii) sell the rights to the extent practicable and distribute the net
proceeds of that sale to Owners entitled to those proceeds. To the extent rights are not exercised, delivered or
disposed of under (i), (ii) or (iii) above, the Depositary shall permit the rights to lapse unexercised.
(b) If the Depositary will act under (a)(i) above, the Company and the Depositary will enter into a separate
agreement setting forth the conditions and procedures applicable to the particular offering. Upon instruction froman applicable Owner in the form the Depositary specified and upon payment by that Owner to the Depositary of
an amount equal to the purchase price of the securities to be received upon the exercise of the rights, theDepositary shall, on behalf of that Owner, exercise the rights and purchase the securities. The purchased
securities shall be delivered to, or as instructed by, the Depositary. The Depositary shall (i) deposit the purchased
Shares under the Deposit Agreement and deliver American Depositary Shares representing those Shares to that
Owner or (ii) deliver or cause the purchased Shares or other securities to be delivered to or to the order of that
Owner. The Depositary will not act under (a)(i) above unless the offer and sale of the securities to which therights relate are registered under the Securities Act of 1933 or the Depositary has received an opinion of UnitedStates counsel that is satisfactory to it to the effect that those securities may be sold and delivered to theapplicable Owners without registration under the Securities Act of 1933.
(c) If the Depositary will act under (a)(ii) above, the Company and the Depositary will enter into aseparate agreement setting forth the conditions and procedures applicable to the particular offering. Upon (i) therequest of an applicable Owner to deliver the rights allocable to the American Depositary Shares of that Owner toan account specified by that Owner to which the rights can be delivered and (ii) receipt of such documents as theCompany and the Depositary agreed to require to comply with applicable law, the Depositary will deliver thoserights as requested by that Owner.

(d) If the Depositary will act under (a)(iii) above, the Depositary will use reasonable efforts to sell therights in proportion to the number of American Depositary Shares held by the applicable Owners and pay the net
proceeds to the Owners otherwise entitled to the rights that were sold, upon an averaged or other practical basis
without regard to any distinctions among such Owners because of exchange restrictions or the date of delivery of
any American Depositary Shares or otherwise.
(e) Payment or deduction of the fees of the Depositary as provided in Section 5.9 of the Deposit
Agreement and payment or deduction of the expenses of the Depositary and any applicable taxes or othergovernmental charges shall be conditions of any delivery of securities or payment of cash proceeds under
Section 4.4 of that Agreement.
(f) The Depositary shall not be responsible for any failure to determine that it may be lawful or feasible to
make rights available to or exercise rights on behalf of Owners in general or any Owner in particular, or to sellrights.
14. CONVERSION OF FOREIGN CURRENCY.
Whenever the Depositary or the Custodian receives foreign currency, by way of dividends or other
distributions or the net proceeds from the sale of securities, property or rights, and if at the time of the receipt
thereof the foreign currency so received can in the judgment of the Depositary be converted on a reasonable basis
into Dollars and the resulting Dollars transferred to the United States, the Depositary shall, as promptly aspracticable, convert or cause to be converted by sale or in any other manner that it may determine that foreign
currency into Dollars, and those Dollars shall be distributed to the Owners entitled thereto. A cash distribution
may be made upon an averaged or other practicable basis without regard to any distinctions among Owners basedon exchange restrictions, the date of delivery of any American Depositary Shares or otherwise and shall be net ofany expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.9 of the Deposit
Agreement.
If a conversion of foreign currency or the repatriation or distribution of Dollars can be effected only with theapproval or license of any government or agency thereof, the Depositary may, but will not be required to, file anapplication for that approval or license.
If the Depositary determines that in its judgment any foreign currency received by the Depositary or the
Custodian is not convertible on a reasonable basis into Dollars transferable to the United States, or if any
approval or license of any government or agency thereof that is required for such conversion is not filed orsought by the Depositary or is not obtained within a reasonable period as determined by the Depositary, theDepositary may distribute the foreign currency received by the Depositary to, or in its discretion may hold suchforeign currency uninvested and without liability for interest thereon for the respective accounts of, the Owners
entitled to receive the same.
If any conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the
Owners entitled thereto, the Depositary may in its discretion make that conversion and distribution in Dollars to
the extent practicable and permissible to the Owners entitled thereto and may distribute the balance of the foreign
currency received by the Depositary to, or hold that balance uninvested and without liability for interest thereon
for the account of, the Owners entitled thereto.
The Depositary may convert currency itself or through any of its affiliates and, in those cases, acts as
principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person andearns revenue, including, without limitation, transaction spreads, that it will retain for its own account. The
revenue is based on, among other things, the difference between the exchange rate assigned to the currency
conversion made under the Deposit Agreement and the rate that the Depositary or its affiliate receives whenbuying or selling foreign currency for its own account. The Depositary makes no representation that the exchange
rate used or obtained in any currency conversion under the Deposit Agreement will be the most favorable ratethat could be obtained at the time or that the method by which that rate will be determined will be the mostfavorable to Owners, subject to the Depositary’s obligations under Section 5.3 of that Agreement. The
methodology used to determine exchange rates used in currency conversions is available upon request.
15. RECORD DATES.
Whenever a cash dividend, cash distribution or any other distribution is made on Deposited Securities orrights to purchase Shares or other securities are issued with respect to Deposited Securities (which rights will bedelivered to or exercised or sold on behalf of Owners in accordance with Section 4.4 of the Deposit Agreement)or the Depositary receives notice that a distribution or issuance of that kind will be made, or whenever the
Depositary receives notice that a meeting of holders of Shares will be held in respect of which the Company hasrequested the Depositary to send a notice under Section 4.7 of the Deposit Agreement, or whenever the
Depositary will assess a fee or charge against the Owners, or whenever the Depositary causes a change in thenumber of Shares that are represented by each American Depositary Share, or whenever the Depositary
otherwise finds it necessary or convenient, the Depositary shall fix a record date, which shall be the same as, oras near as practicable to, any corresponding record date set by the Company with respect to Shares, (a) for thedetermination of the Owners (i) who shall be entitled to receive the benefit of that dividend or other distribution
or those rights, (ii) who shall be entitled to give instructions for the exercise of voting rights at that meeting,(iii) who shall be responsible for that fee or charge or (iv) for any other purpose for which the record date wasset, or (b) on or after which each American Depositary Share will represent the changed number of Shares.
Subject to the provisions of Sections 4.1 through 4.5 of the Deposit Agreement and to the other terms andconditions of the Deposit Agreement, the Owners on a record date fixed by the Depositary shall be entitled toreceive the amount distributable by the Depositary with respect to that dividend or other distribution or thoserights or the net proceeds of sale thereof in proportion to the number of American Depositary Shares held bythem respectively, to give voting instructions or to act in respect of the other matter for which that record date
was fixed, or be responsible for that fee or charge, as the case may be.
16. VOTING OF DEPOSITED SHARES.
(a) Upon receipt of notice of any meeting of holders of Shares at which holders of Shares will be entitledto vote, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter,
Disseminate to the Owners a notice, the form of which shall be in the sole discretion of the Depositary, that shallcontain (i) the information contained in the notice of meeting received by the Depositary, (ii) a statement that the
Owners as of the close of business on a specified record date will be entitled, subject to any applicable provisionof Japanese law and of the articles of association or similar documents of the Company, to instruct the
Depositary as to the exercise of the voting rights pertaining to the amount of Shares represented by theirrespective American Depositary Shares, (iii) a statement as to the manner in which those instructions may be
given or deemed given in accordance with the last sentence of paragraph (b) below if no instruction is received,to the Depositary to give a discretionary proxy to a person designated by the Company, and (iv) the last date on
which the Depositary will accept instructions (the “Instruction Cutoff Date”).
(b) Upon the written request of an Owner of American Depositary Shares, as of the date of the request or,if a record date was specified by the Depositary, as of that record date, received on or before any Instruction
Cutoff Date established by the Depositary, the Depositary may, and if the Depositary sent a notice under thepreceding paragraph shall, endeavor, in so far as practicable, to vote or cause to be voted the amount of deposited
Shares represented by those American Depositary Shares in accordance with the instructions set forth in thatrequest. So long as under the articles of association or other similar documents of the Company and Japanese law
votes may only be cast in respect of one or more whole Units of Shares, (i) the same instructions received from
Owners shall be aggregated and the Depositary shall, subject to applicable law and market practice, endeavor tovote or cause to be voted the number of whole Units in respect of which such instructions as so aggregated havebeen received, in accordance with such instructions, and (ii) such Owners acknowledge and agree that, if the
Depositary has received the same instructions any portion of which, after aggregation of all such instructions,constitutes instructions with respect to less than a whole Unit of Shares, the Depositary will be unable to vote orcause to be voted the Shares to which such portion of the instructions applies. The Depositary shall not vote or
attempt to exercise the right to vote that attaches to the deposited Shares other than in accordance with

instructions given by Owners and received by the Depositary or as provided in the following sentence. If (i) the
Company instructed the Depositary to Disseminate a notice under paragraph (a) above and complied withparagraph (d) below and (ii) no instructions are received by the Depositary from an Owner with respect to amatter and an amount of American Depositary Shares of that Owner on or before the Instruction Cutoff Date, theDepositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy to a person
designated by the Company with respect to that matter and the amount of deposited Shares represented by thatamount of American Depositary Shares and the Depositary shall give a discretionary proxy to a person
designated by the Company to vote that amount of deposited Shares as to that matter, except that no instructionof that kind shall be deemed given and no discretionary proxy shall be given with respect to any matter as towhich the Company informs the Depositary (and the Company agrees to provide such information as promptly aspracticable in writing, if applicable) that (x) the Company does not wish a proxy given, (y) substantial opposition
exists or (z) the matter materially and adversely affects the rights of holders of Shares.
(c) There can be no assurance that Owners generally or any Owner in particular will receive the noticedescribed in paragraph (a) above in time to enable Owners to give instructions to the Depositary prior to theInstruction Cutoff Date.
(d) If the Company will request the Depositary to Disseminate a notice under paragraph (a) above, theCompany shall give the Depositary notice of the meeting, details concerning the matters to be voted upon andcopies of materials to be made available to holders of Shares in connection with the meeting as far in advance ofthe meeting date as practicable.
17. TENDER AND EXCHANGE OFFERS; REDEMPTION, REPLACEMENT OR CANCELLATION OF
DEPOSITED SECURITIES.
(a) The Depositary shall not tender any Deposited Securities in response to any voluntary cash tender
offer, exchange offer or similar offer made to holders of Deposited Securities (a “Voluntary Offer”), except when
instructed in writing to do so by an Owner surrendering American Depositary Shares and subject to any
conditions or procedures the Depositary may require.
(b) If the Depositary receives a written notice that Deposited Securities have been redeemed for cash orotherwise purchased for cash in a transaction that is mandatory and binding on the Depositary as a holder of
those Deposited Securities (a “Redemption” (including all forms and tenses of that term)), the Depositary, at theexpense of the Company, shall (i) if required, surrender Deposited Securities that have been redeemed to theissuer of those securities or its agent on the redemption date, (ii) Disseminate a notice to Owners (A) notifying
them of that Redemption, (B) calling for surrender of a corresponding number of American Depositary Sharesand (C) notifying them that the called American Depositary Shares have been converted into a right only toreceive the money received by the Depositary upon that Redemption and those net proceeds shall be the
Deposited Securities to which Owners of those converted American Depositary Shares shall be entitled uponsurrenders of those American Depositary Shares in accordance with Section 2.5 or 6.2 of the Deposit Agreementand (iii) distribute the money received upon that Redemption to the Owners entitled to it upon surrender by themof called American Depositary Shares in accordance with Section 2.5 of that Agreement (and, for the avoidanceof doubt, Owners shall not be entitled to receive that money under Section 4.1 of that Agreement). If the
Redemption affects less than all the Deposited Securities, the Depositary shall call for surrender a corresponding
portion of the outstanding American Depositary Shares and only those American Depositary Shares willautomatically be converted into a right to receive the net proceeds of the Redemption. The Depositary shallallocate the American Depositary Shares converted under the preceding sentence among the Owners pro-rata totheir respective holdings of American Depositary Shares immediately prior to the Redemption, except that theallocations may be adjusted so that no fraction of a converted American Depositary Share is allocated to any
Owner. A Redemption of all or substantially all of the Deposited Securities shall be a Termination Option Event.
(c) If the Depositary is notified of or there occurs any change in nominal value or any subdivision,
combination or any other reclassification of the Deposited Securities or any recapitalization, reorganization, saleof assets substantially as an entirety, merger or consolidation affecting the issuer of the Deposited Securities or towhich it is a party that is mandatory and binding on the Depositary as a holder of Deposited Securities and, as aresult, securities or other property have been or will be delivered in exchange, conversion, replacement or in lieu
of, Deposited Securities (a “Replacement”), the Depositary shall, if required, surrender the old Deposited
Securities affected by that Replacement of Shares and hold, as new Deposited Securities under the Deposit
Agreement, the new securities or other property delivered to it in that Replacement. However, the Depositary
may elect to sell those new Deposited Securities if in the reasonable opinion of the Depositary it is not lawful or
not practical for it to hold those new Deposited Securities under the Deposit Agreement because those new
Deposited Securities may not be distributed to Owners without registration under the Securities Act of 1933 orfor any other reason, at public or private sale, at such places and on such terms as it deems proper and proceed asif those new Deposited Securities had been Redeemed under paragraph (b) above, provided that the Depositary
shall provide the Company with prior notice as promptly as practicable if the Depositary becomes aware that a
Termination Option Event may take place. A Replacement shall be a Termination Option Event, provided thatthe Depositary shall provide the Company with prior notice as promptly as practicable if the Depositary becomesaware that a Termination Option Event may take place.
(d) In the case of a Replacement where the new Deposited Securities will continue to be held under the
Deposit Agreement, the Depositary may call for the surrender of outstanding Receipts to be exchanged for new
Receipts specifically describing the new Deposited Securities and the number of those new Deposited Securities
represented by each American Depositary Share. If the number of Shares represented by each American
Depositary Share decreases as a result of a Replacement, the Depositary may call for surrender of the American
Depositary Shares to be exchanged on a mandatory basis for a lesser number of American Depositary Shares andmay sell American Depositary Shares to the extent necessary to avoid distributing fractions of American
Depositary Shares in that exchange and distribute the net proceeds of that sale to the Owners entitled to them.
(e) If there are no Deposited Securities with respect to American Depositary Shares, including if the
Deposited Securities are cancelled, or the Deposited Securities with respect to American Depositary Shares
become apparently worthless, the Depositary may call for surrender of those American Depositary Shares or may
cancel those American Depositary Shares, upon notice to Owners, and a Termination Option Event occurs.
18. LIABILITY OF THE COMPANY AND DEPOSITARY.
Neither the Depositary nor the Company nor any of their respective directors, employees, agents or affiliates
shall incur any liability to any Owner or Holder:(i) if by reason of (A) any provision of any present or future law or regulation or other act of the governmentof the United States, any State of the United States or any other state or jurisdiction, or of any governmental or
regulatory authority or stock exchange; (B) (in the case of the Depositary only) any provision, present or future,of the articles of association or similar document of the Company, or by reason of any provision of any securities
issued or distributed by the Company, or any offering or distribution thereof; or (C) any event or circumstance,
whether natural or caused by a person or persons, that is beyond the ability of the Depositary or the Company, as
the case may be, to prevent or counteract by reasonable care or effort (including, but not limited to earthquakes,
floods, severe storms, fires, explosions, war, terrorism, civil unrest, labor disputes or criminal acts; interruptions
or malfunctions of utility services, Internet or other communications lines or systems; unauthorized access to or
attacks on computer systems or websites; or other failures or malfunctions of computer hardware or software orother systems or equipment), the Depositary or the Company is, directly or indirectly, prevented from, forbidden
to or delayed in, or could be subject to any civil or criminal penalty on account of doing or performing andtherefore does not do or perform, any act or thing that, by the terms of the Deposit Agreement or the Deposited
Securities, it is provided shall be done or performed;(ii) for any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement(including any determination by the Depositary to take, or not take, any action that the Deposit Agreement
provides the Depositary may take);

(iii) for the inability of any Owner or Holder to benefit from any distribution, offering, right or other benefit
that is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement,
made available to Owners or Holders; or(iv) for any special, consequential or punitive damages for any breach of the terms of the Deposit
Agreement.
Where, by the terms of a distribution to which Section 4.1, 4.2 or 4.3 of the Deposit Agreement applies, oran offering to which Section 4.4 of that Agreement applies, or for any other reason, that distribution or offering
may not be made available to Owners, and the Depositary may not dispose of that distribution or offering on
behalf of Owners and make the net proceeds available to Owners, then the Depositary shall not make that
distribution or offering available to Owners, and shall allow any rights, if applicable, to lapse.
Neither the Company nor the Depositary assumes any obligation or shall be subject to any liability under the
Deposit Agreement to Owners or Holders, except that they agree to perform their obligations specifically set
forth in the Deposit Agreement without negligence or bad faith. The Depositary shall not be subject to any
liability with respect to the validity or worth of the Deposited Securities. Neither the Depositary nor theCompany shall be under any obligation to appear in, prosecute or defend any action, suit, or other proceeding inrespect of any Deposited Securities or in respect of the American Depositary Shares, on behalf of any Owner orHolder or other person. Neither the Depositary nor the Company shall be liable for any action or non-action by itin reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares fordeposit, any Owner or Holder, or any other person believed by it in good faith to be competent to give suchadvice or information. Each of the Depositary and the Company may rely, and shall be protected in relying upon,
any written notice, request, direction or other document believed by it to be genuine and to have been signed orpresented by the proper party or parties. The Depositary shall not be liable for any acts or omissions made by asuccessor depositary whether in connection with a previous act or omission of the Depositary or in connection
with a matter arising wholly after the removal or resignation of the Depositary, provided that in connection with
the issue out of which such potential liability arises, the Depositary performed its obligations without negligenceor bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any
securities depository, clearing agency or settlement system in connection with or arising out of book-entry
settlement of American Depositary Shares or Deposited Securities or otherwise. In the absence of bad faith on its
part, the Depositary shall not be responsible for any failure to carry out any instructions to vote any of the
Deposited Securities or for the manner in which any such vote is cast or the effect of any such vote. The
Depositary shall have no duty to make any determination or provide any information as to the tax status of theCompany or any liability for any tax consequences that may be incurred by Owners or Holders as a result ofowning or holding American Depositary Shares. No disclaimer of liability under the Securities Act of 1933 isintended by any provision of the Deposit Agreement.
19. RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSORCUSTODIAN.
The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of its
election so to do delivered to the Company, to become effective upon the appointment of a successor depositaryand its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time
be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the laterof (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositaryand its acceptance of its appointment as provided in the Deposit Agreement. The Depositary in its discretion may
at any time appoint a substitute or additional custodian or custodians.
20. AMENDMENT.
The form of the Receipts and any provisions of the Deposit Agreement may at any time and from time totime be amended by agreement between the Company and the Depositary without the consent of Owners orHolders in any respect which they may deem necessary or desirable. Any amendment that would impose orincrease any fees or charges (other than taxes and other governmental charges, registration fees, cable, telex or
facsimile transmission costs, delivery costs or other such expenses), or that would otherwise prejudice any
substantial existing right of Owners, shall, however, not become effective as to outstanding American Depositary
Shares until the expiration of 30 days after notice of that amendment has been Disseminated to the Owners ofoutstanding American Depositary Shares. Every Owner and Holder, at the time any amendment so becomes
effective, shall be deemed, by continuing to hold American Depositary Shares or any interest therein, to consent
and agree to that amendment and to be bound by the Deposit Agreement as amended thereby. Upon theeffectiveness of an amendment to the form of Receipt, including a change in the number of Shares represented byeach American Depositary Share, the Depositary may call for surrender of Receipts to be replaced with new
Receipts in the amended form or call for surrender of American Depositary Shares to effect that change of ratio.
In no event shall any amendment impair the right of the Owner to surrender American Depositary Shares andreceive delivery of the Deposited Securities represented thereby, except in order to comply with mandatory
provisions of applicable law.
21. TERMINATION OF DEPOSIT AGREEMENT.
(a) The Company may initiate termination of the Deposit Agreement by notice to the Depositary. The
Depositary may initiate termination of the Deposit Agreement if (i) at any time 60 days shall have expired after
the Depositary delivered to the Company a written resignation notice and a successor depositary has not been
appointed and accepted its appointment as provided in Section 5.4 of that Agreement, (ii) an Insolvency Event orDelisting Event occurs with respect to the Company or (iii) a Termination Option Event has occurred. If
termination of the Deposit Agreement is initiated, the Depositary shall Disseminate a notice of termination to the
Owners of all American Depositary Shares then outstanding setting a date for termination (the “Termination
Date”), which shall be at least 90 days after the date of that notice, and the Deposit Agreement shall terminate onthat Termination Date.
(b) After the Termination Date, the Company shall be discharged from all obligations under the Deposit
Agreement except for its obligations to the Depositary under Sections 5.8 and 5.9 of that Agreement.
(c) At any time after the Termination Date, the Depositary may sell the Deposited Securities then held
under the Deposit Agreement (or, if such sale is not possible with respect to any portion of such Shares which isless than a full Share, or a full Unit, by sale of such portion to the Company in accordance with the applicableprovisions of Japanese law and the articles of association, or similar documents of the Company) and may
thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by ithereunder, unsegregated and without liability for interest, for the pro rata benefit of the Owners of American
Depositary Shares that remain outstanding, and those Owners will be general creditors of the Depositary withrespect to those net proceeds and that other cash. After making that sale, the Depositary shall be discharged fromall obligations under the Deposit Agreement, except (i) to account for the net proceeds and other cash (after
deducting, in each case, the fee of the Depositary for the surrender of American Depositary Shares, any expenses
for the account of the Owner of such American Depositary Shares in accordance with the terms and conditions of
the Deposit Agreement and any applicable taxes or governmental charges) and (ii) for its obligations under
Section 5.8 of that Agreement and (iii) to act as provided in paragraph (d) below.
(d) After the Termination Date, the Depositary shall continue to receive dividends and other distributions
pertaining to Deposited Securities (that have not been sold), may sell rights and other property as provided in the
Deposit Agreement and shall deliver Deposited Securities (or sale proceeds) upon surrender of American
Depositary Shares (after payment or upon deduction, in each case, of the fee of the Depositary for the surrenderof American Depositary Shares, any expenses for the account of the Owner of those American Depositary Sharesin accordance with the terms and conditions of the Deposit Agreement and any applicable taxes or governmental
charges). After the Termination Date, the Depositary shall not accept deposits of Shares or deliver American
Depositary Shares. After the Termination Date, (i) the Depositary may refuse to accept surrenders of American
Depositary Shares for the purpose of withdrawal of Deposited Securities (that have not been sold) if in its
judgment the requested withdrawal would interfere with its efforts to sell the Deposited Securities, (ii) the
Depositary will not be required to deliver cash proceeds of the sale of Deposited Securities until all DepositedSecurities have been sold and (iii) the Depositary may discontinue the registration of transfers of American
Depositary Shares and suspend the distribution of dividends and other distributions on Deposited Securities to
the Owners and need not give any further notices or perform any further acts under the Deposit Agreement
except as provided in Section 6.2 of that Agreement.
22. DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM.
(a) Notwithstanding the provisions of Section 2.4 of the Deposit Agreement, the parties acknowledge that
DTC’s Direct Registration System (“DRS”) and Profile Modification System (“Profile”) apply to the American
Depositary Shares upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC thatfacilitates interchange between registered holding of uncertificated securities and holding of security entitlementsin those securities through DTC and a DTC participant. Profile is a required feature of DRS that allows a DTC
participant, claiming to act on behalf of an Owner of American Depositary Shares, to direct the Depositary toregister a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American
Depositary Shares to the DTC account of that DTC participant without receipt by the Depositary of priorauthorization from the Owner to register that transfer.
(b) In connection with DRS/Profile, the parties acknowledge that the Depositary will not determine
whether the DTC participant that is claiming to be acting on behalf of an Owner in requesting registration oftransfer and delivery described in paragraph (a) above has the actual authority to act on behalf of that Owner(notwithstanding any requirements under the Uniform Commercial Code). For the avoidance of doubt, theprovisions of Sections 5.3 and 5.8 of the Deposit Agreement apply to the matters arising from the use of the
DRS/Profile. The parties agree that the Depositary’s reliance on and compliance with instructions received by the
Depositary through the DRS/Profile system and otherwise in accordance with the Deposit Agreement, shall notconstitute negligence or bad faith on the part of the Depositary.
23. APPOINTMENT OF AGENT FOR SERVICE OF PROCESS; SUBMISSION TO JURISDICTION; JURYTRIAL WAIVER; WAIVER OF IMMUNITIES.
The Company has (i) appointed Mizuho Bank, Ltd., New York Branch, located in the State of New Yorkwith offices at 1251 Avenue of the Americas, New York, NY 10020, as the Company’s authorized agent uponwhich process may be served in any suit or proceeding arising out of or relating to the Shares or Deposited
Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) consented and submitted to thejurisdiction of any state or federal court in the State of New York in which any such suit or proceeding may beinstituted, and (iii) agreed that service of process upon said authorized agent shall be deemed in every respect
effective service of process upon the Company in any such suit or proceeding.
EACH PARTY TO THE DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT,EACH OWNER AND HOLDER) THEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENTPERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT,
ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITEDSECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THE DEPOSIT
AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH
HEREOF OR THEREOF, INCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING
EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANYOTHER THEORY).
To the extent that the Company or any of its properties, assets or revenues may have or hereafter become
entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from any
legal action, suit or proceeding, from the giving of any relief in any respect thereof, from setoff or counterclaim,from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, fromattachment in aid of execution or judgment, or other legal process or proceeding for the giving of any relief or forthe enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced, with

respect to its obligations, liabilities or any other matter under or arising out of or in connection with the Shares or
Deposited Securities, the American Depositary Shares, the Receipts or the Deposit Agreement, the Company, tothe fullest extent permitted by law, hereby irrevocably and unconditionally waives, and agrees not to plead or
claim, any such immunity and consents to such relief and enforcement.
24. DISCLOSURE OF INTERESTS.
When required in order to comply with applicable laws and regulations or the articles of association orsimilar document of the Company, the Company may from time to time request each Owner and Holder toprovide to the Depositary information relating to: (a) the capacity in which it holds American Depositary
Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American
Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter isrequired for that compliance. Each Owner and Holder agrees to provide all information known to it in response toa request made pursuant to Section 3.4 of the Deposit Agreement. Each Holder consents to the disclosure by the
Owner or other Holder through which it holds American Depositary Shares, directly or indirectly, of all
information responsive to a request made pursuant to that Section relating to that Holder that is known to that
Owner or other Holder.

Exhibit 2.4
DESCRIPTION OF OUR AMERICAN DEPOSITARY SHARESThe Bank of New York Mellon, as depositary, will execute and deliver the American Depositary Receipts,
or ADRs. Each ADR is a certificate evidencing a specific number of American Depositary Shares, or ADSs.
Each ADS will represent one-fifth (1/5) of a share of our common stock (or a right to receive one-fifth (1/5) of ashare) deposited with Mizuho Bank, Ltd. located in Tokyo as custodian for the depositary. Each ADS will also
represent any other securities, cash or other property which may be held by the depositary. The depositary’s
office (the “Office”) at which the ADRs will be administered is located at 101 Barclay Street, New York,New York 10286. The Bank of New York Mellon’s principal executive office is located at 225 Liberty Street,
New York, New York 10286.
You may hold ADSs either directly (by having an ADR registered in your name) or indirectly through yourbroker or other financial institution. If you hold ADSs directly, you are an ADS holder. This description assumes
you hold your ADSs directly. If you hold the ADSs indirectly, you must rely on the procedures of your broker orother financial institution to assert the rights of ADS holders described in this section. You should consult withyour broker or financial institution to find out what those procedures are.
As an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights.
Japanese law governs shareholder rights. The depositary will be the holder of the shares underlying your ADSs.
As a holder of ADSs, you will have ADS holder rights. A deposit agreement among us, the depositary and you,as an ADS holder, and the beneficial owners of ADSs sets out ADS holder rights as well as the rights andobligations of the depositary. New York law governs the deposit agreement and the ADSs.
The following is a summary of the material provisions of the deposit agreement as of the date of this annual
report. For more complete information, you should read the entire deposit agreement and the form of ADR. The
forms of the deposit agreement and the ADR are attached to this annual report as Exhibits 2.2 and 2.1,
respectively. Copies of the deposit agreement are also available for inspection by ADS holders at the Office ofthe depositary. Capitalized terms shall have the meaning stated herein or the meaning stated in the deposit
agreement.
Dividends and Other Distributions
How will you receive dividends and other distributions on the shares?
The depositary has agreed to pay to you the cash dividends or other distributions it or the custodian receives
on shares or other deposited securities, after deducting its fees and expenses. You will receive these distributionsin proportion to the number of shares your ADSs represent.
•

Cash. The depositary will convert any cash dividend or other cash distribution we pay on the shares
into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to theUnited States. If that is not possible or if any government approval is needed and cannot be obtained,
the deposit agreement allows the depositary to distribute the foreign currency only to those ADS
holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for theaccount of the ADS holders who have not been paid. It will not invest the foreign currency and it will
not be liable for any interest.
Before making a distribution, any withholding taxes that must be paid will be deducted. See “Item10.E. Taxation—Japanese Taxation” in this annual report. It will distribute only whole U.S. dollars andcents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during atime when the depositary cannot convert the foreign currency, you may lose some or all of the value ofthe distribution.

•

Shares. The depositary may distribute additional ADSs representing any shares we distribute as adividend or free distribution. The depositary will only distribute whole ADSs. In lieu of distributing

fractional ADSs, it may sell shares representing the aggregate of such fractional ADSs by public or
private sale (or, if such sale is not possible with respect to any portion of shares that is less than one
unit, by sale to us) and distribute the net proceeds in the same way as it does with cash. If thedepositary does not distribute additional ADSs, the outstanding ADSs will also represent the newshares. The depositary may sell, by public or private sale, an amount of the shares received (orAmerican Depositary Shares representing those shares) and withhold any tax or governmental chargeor the fees and expenses of the depositary in respect of that distribution.
•

Rights to purchase additional shares. If we offer holders of our securities any rights to subscribe for
additional shares or any other rights, the depositary may (i) exercise those rights at the instruction of
ADS holders on their behalf, (ii) distribute those rights to ADS holders or (iii) sell those rights anddistribute the net proceeds to ADS holders, in each case after deduction or upon payment of its fees andexpenses. To the extent the depositary does not do any of those things, it will allow the rights to lapse.
In that case, you will receive no value for them. The depositary will exercise or distribute rights only if
we ask it to and provide satisfactory assurances to the depositary that it is legal to do so. If thedepositary will exercise rights, it will purchase the securities to which the rights relate and distribute
those securities or, in the case of shares, new ADSs representing the new shares, to subscribing ADS
holders, but only if ADS holders have paid the exercise price to the depositary. U.S. securities laws
may restrict the ability of the depositary to distribute rights or ADSs or other securities issued on
exercise of rights to all or certain ADS holders, and the securities distributed may be subject torestrictions on transfer.

•

Other Distributions. The depositary will send to you anything else we distribute on deposited securities
by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, thedepositary has a choice. It may decide to sell what we distributed and distribute the net proceeds, in thesame way as it does with cash. However, the depositary is not required to distribute any securities(other than ADSs) to you unless it receives satisfactory evidence from us that it is legal to make that
distribution.

The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution
available to any ADS holders. We have no obligation to register ADSs, shares, rights or other securities under the
Securities Act. We also have no obligation to take any other action to permit the distribution of ADSs, shares,
rights or anything else to ADS holders. This means that you may not receive the distributions we make on ourshares or any value for them if it is illegal or impractical for us to make them available to you.
Deposit, Withdrawal and Cancellation
How are ADSs issued?
The depositary will deliver ADSs if you or your broker deposit shares or evidence of rights to receive shareswith the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes orstock transfer taxes or fees, the depositary will register the appropriate number of ADSs in the names you request
and will deliver the ADSs to or upon the order of the person or persons that made the deposit.
How do ADS holders cancel an ADS and obtain shares?
You may turn in your ADSs for the purpose of withdrawal at the depositary’s Office. Upon payment of its
fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary
will deliver the shares represented by the ADSs and any other deposited securities underlying the ADSs to you ora person you designate at the office of the custodian. Or, at your request, risk and expense, the depositary will
deliver the deposited securities at its Office, or other requested locations. The depositary may charge you a fee
and its expenses for instructing the custodian regarding delivery of deposited securities.
Upon surrender of ADSs for the purpose of withdrawal by an ADS holder to the depositary, as a result of, and to
the extent required by, the operation of applicable provisions of the Companies Act of Japan or any otherJapanese law, the depositary will effect the delivery to such ADS holder of only that portion of shares (and anyother deposited securities relating to such shares) comprising a unit or an integral multiple thereof (the“deliverable portion” ). For the purpose of the foregoing sentence, the deliverable portion shall be determined on
the basis of the aggregate number of shares represented by the entire amount of the ADSs surrendered by thesame ADS holder at the same time. The depositary will promptly advise such ADS holder as to the amount ofshares and other deposited securities, if any, constituting a non-deliverable portion and shall deliver to such ADS
holder ADS representing such non-deliverable portion. In addition, the depositary shall notify such ADS holderof the additional amount of ADSs which such ADS holder would be required to surrender in order for thedepositary to effect delivery of all the shares and other deposited securities represented by the ADSs of such
ADR holder.
Voting Rights
How do you vote?
You may instruct the depositary to vote the shares underlying your ADSs, but only if we ask the depositary
to ask for your instructions. Otherwise, you won’t be able to exercise your right to vote unless you withdraw theshares. However, you may not know about the meeting enough in advance to withdraw the shares in time to
exercise your right to vote.
If we ask for your instructions, the depositary will notify you of the upcoming vote and arrange to deliver
our voting materials to you. The materials will (1) describe the matters to be voted on and (2) explain how you
may instruct the depositary to vote the shares represented by your ADSs as you direct. For instructions to bevalid, the depositary must receive them on or before the date specified in the voting materials. The depositary
will try, as far as practical, subject to the laws of Japan and our articles of incorporation, to vote or to have its
agents vote the deposited shares as you instruct. The depositary will only vote or attempt to vote as you instruct.
If no voting instructions are received by the depositary from you on or before the date established by thedepositary for submission of such instructions, the depositary shall deem you to have instructed the depositary togive a discretionary proxy to a person designated by us to vote the number of deposited securities represented byyour ADSs. However, no such instruction shall be deemed given and no such discretionary proxy shall be given
with respect to any matter as to which we inform the depositary that (x) we do not wish such proxy given,(y) substantial opposition exists or (z) such matter materially and adversely affects the rights of holders of ourshares of common stock.
So long as under our articles of incorporation and Japanese law votes may only be cast in respect of one ormore whole units of shares, (i) the same instructions received from ADS holders shall be aggregated and thedepositary shall endeavor subject to applicable law and market practice to vote or cause to be voted the numberof whole units in respect of which such instructions as so aggregated have been received, in accordance with such
instruction, and (ii) such ADS holders acknowledge and agree in the deposit agreement that, if the depositary hasreceived the same instructions any portion of which, after aggregation of all such instructions, constitutes
instructions with respect to less than a whole unit of shares, the depositary will be unable to vote or cause to bevoted the shares to which such portion of the instructions applies.
We cannot assure you that you will receive the voting materials in time to ensure that you can instruct thedepositary to vote your shares. In addition, the depositary and its agents are not responsible for failing to carryout voting instructions or for the manner of carrying out voting instructions, provided that such nonaction or
action is in good faith. This means that you may not be able to exercise your right to vote and there may benothing you can do if your shares are not voted as you requested.
If we request the depositary to act, we agree to give the depositary notice of any such meeting and details
concerning the matters to be voted upon as far in advance of the meeting date as practicable.

Record Dates
Whenever (i) a cash dividend, cash distribution or any other distribution is made on deposited securities orrights to purchase shares or other securities are issued with respect to deposited securities or the depositary
receives notice that a distribution or issuance of that kind will be made, (ii) the depositary receives notice that ameeting of holders of our shares will be held in respect of which we have requested the depositary to send a
notice, (iii) the depositary will assess a fee or charge against ADS holders, (iv) the depositary causes a change in
the number of shares that are represented by each ADS, or (v) the depositary otherwise finds it necessary or
convenient, in each case, the depositary will fix a corresponding record date for ADS holders, which shall be thesame as, or as near as practicable to, any corresponding record date set by us with respect to our shares.
Payment of Taxes
You will be responsible for any taxes or other governmental charges payable on your ADSs or on thedeposited securities represented by any of your ADSs. The depositary may refuse to register any transfer of your
ADSs or allow you to withdraw the deposited securities represented by your ADSs until such taxes or othercharges are paid. It may apply payments owed to you or sell deposited securities represented by your ADSs to
pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited securities, it
will, if appropriate, reduce the number of ADSs to reflect the sale and pay to you any proceeds, or send to you
any property, remaining after it has paid the taxes.
Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities
The depositary will not tender deposited securities in any voluntary tender or exchange offer unless
instructed to do so by an ADS holder surrendering ADSs and subject to any conditions or procedures thedepositary may establish.
If deposited securities are redeemed for cash in a transaction that is mandatory and binding on thedepositary as a holder of deposited securities, the depositary will call for surrender of a corresponding number of
ADSs on a pro rata basis and distribute the net redemption money to the holders of called ADSs upon surrenderof those ADSs.
If there is any change in the deposited securities such as a sub-division, combination or otherreclassification, or any merger, consolidation, recapitalization or reorganization affecting the issuer of deposited
securities in which the depositary receives new securities in exchange for or in lieu of the old deposited
securities, the depositary will hold those replacement securities as deposited securities under the deposit
agreement. However, if the depositary decides it would not be lawful and to hold the replacement securities
because those securities could not be distributed to ADS holders or for any other reason, the depositary may
instead sell the replacement securities and distribute the net proceeds upon surrender of the ADSs.
If there is a replacement of the deposited securities and the depositary will continue to hold the replacement
securities, the depositary may distribute new ADSs representing the new deposited securities or ask you tosurrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities.
If there are no deposited securities underlying ADSs, including if the deposited securities are cancelled, or if
the deposited securities underlying ADSs have become apparently worthless, the depositary may call for
surrender or of those ADSs or cancel those ADSs upon notice to the ADS holders.
Amendment and Termination
How may the deposit agreement be amended?
We may agree with the depositary to amend the deposit agreement and the form of the ADRs without yourconsent if we and the depositary deem it necessary and desirable. If an amendment adds or increases fees or
charges, except for taxes and other governmental charges or expenses of the depositary for registration fees,cable, telex or facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADS holders,
it will not become effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of theamendment. Upon an amendment which changes the number of shares represented by each ADS, the depositary
may call for the surrender and/or exchange of ADRs to effect the change. At the time an amendment becomes
effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by
the ADRs and the deposit agreement as amended.
How may the deposit agreement be terminated?
The depositary will initiate termination of the deposit agreement if we instruct it to do so. The depositary
may initiate termination of the deposit agreement if:•

60 days have passed since the depositary told us it wants to resign but a successor depositary has
not been appointed and accepted its appointment;•

we delist our shares from an exchange on which they were listed and does not list the shares onanother exchange;•

we enter insolvency proceedings or admit in writing our inability to pay our debts generally as
they become due in the ordinary course of business;•

all or substantially all the value of the deposited securities has been distributed either in cash or in
the form of securities;•

there are no deposited securities underlying the ADSs or the underlying deposited securities havebecome apparently worthless; or•there has been a replacement of deposited securities.

If the deposit agreement will terminate, the depositary will notify ADS holders at least 90 days before thetermination date. At any time after the termination date, the depositary may sell the deposited securities. After
that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under thedeposit agreement, unsegregated and without liability for interest, for the pro rata benefit of the ADS holders thathave not surrendered their ADSs. Normally, the depositary will sell as soon as practicable after the terminationdate.
After the termination date and before the depositary sells, ADS holders can still surrender their ADSs andreceive delivery of deposited securities, except that the depositary may refuse to accept a surrender for the
purpose of withdrawing deposited securities if it would interfere with the selling process. The depositary may
refuse to accept a surrender for the purpose of withdrawing sale proceeds until all the deposited securities havebeen sold. The depositary will continue to collect distributions on deposited securities, but, after the termination
date, the depositary is not required to register any transfer of ADSs or distribute any dividends or other
distributions on deposited securities to the ADSs holder (until they surrender their ADSs) or give any notices or
perform any other duties under the deposit agreement except as described in this paragraph.
Limitations on Obligations and Liability
Limits on our Obligations and the Obligations of the Depositary; Limits on Liability to Holders of ADSs
The deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits
our liability and the liability of the depositary. We and the depositary:•

are only obligated to take the actions specifically set forth in the deposit agreement without negligenceor bad faith;•

are not liable if either of us is prevented or delayed by law or circumstances beyond our control fromperforming our obligations under the deposit agreement;•

are not liable if either of us exercises discretion permitted under the deposit agreement;•are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited
securities that is not made available to holders of ADSs under the terms of the deposit agreement, orfor any special, consequential or punitive damages for any breach of the terms of the deposit
agreement;•

are not liable for any action or non-action by either of us in reliance upon the advice of or informationfrom legal counsel, accountants, any person presenting shares for deposit, any ADS owner or any otherperson believed to be competent to give such advice or information;•

have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or thedeposit agreement on your behalf or on behalf of any other party; and•may rely upon any documents we believe or it believes in good faith to be genuine and to have beensigned or presented by the proper person.

In the deposit agreement, we and the depositary agree to indemnify each other under certain circumstances.
Requirements for Depositary Actions
Before the depositary will deliver or register a transfer of ADSs, make a distribution on ADSs, or permit
withdrawal of shares, the depositary may require:•

payment of stock transfer or other taxes or other governmental charges and transfer or registration fees
charged by third parties for the transfer of any shares or other deposited securities;•

satisfactory proof of the identity and genuineness of any signature or other information it deems
necessary; and•compliance with regulations it may establish, from time to time, consistent with the deposit agreement,
including presentation of transfer documents.

The depositary may refuse to deliver ADSs or register transfers of ADSs generally when the transfer booksof the depositary or our transfer books are closed or at any time if the depositary or we think it advisable to do so.
Your Right to Receive the Shares Underlying your ADSs
You have the right to cancel your ADSs and withdraw the underlying shares at any time except:•

When temporary delays arise because: (i) the depositary has closed its transfer books or we have closed
our transfer books; (ii) the transfer of shares is blocked to permit voting at a shareholders’ meeting; or(iii) we are paying a dividend on our shares.

•

When you or other ADS holders seeking to withdraw shares owe money to pay fees, taxes and similar
charges.

•

When it is necessary to prohibit withdrawals in order to comply with any laws or governmental
regulations that apply to ADSs or to the withdrawal of shares or other deposited securities.

This right of withdrawal may not be limited by any other provision of the deposit agreement.

Pre-release of ADSs
The deposit agreement permits the depositary to deliver ADSs before the receipt of the underlying shares.
This is called a pre-release of the ADSs. The depositary may also deliver shares upon the surrender of
pre-released ADSs (even if the ADSs are surrendered before the pre-release transaction has been closed out). A
pre-release is closed out as soon as the underlying shares are delivered to the depositary. The depositary may
receive ADSs instead of shares to close out a pre-release. Each pre-release will be:•preceded or accompanied by a written representation from the person to whom ADSs are to bedelivered that such person, or its customer, owns the shares or ADSs to be remitted, as the case may be,•at all times fully collateralized with cash or such other collateral that the depositary considers
appropriate,•

terminable by the depositary on not more than five business days’ notice, and•subject to all indemnities and credit regulations that the depositary deems appropriate. In addition, thedepositary will limit the number of ADSs that may be outstanding at any time as a result of pre-release,although the depositary may disregard the limit from time to time, if it reasonably thinks it isappropriate to do so.

Direct Registration System
In the deposit agreement, all parties to the deposit agreement acknowledge that the Direct Registration
System, also referred to as DRS, and Profile Modification System, also referred to as Profile, will apply to the
ADSs. DRS is a system administered by DTC that facilitates interchange between registered holding of
uncertificated ADSs and holding of security entitlements in ADSs through DTC and a DTC participant. Profile isfeature of DRS that allows a DTC participant, claiming to act on behalf of a registered holder of uncertificated
ADSs, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those
ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization fromthe ADS holder to register that transfer.
In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, theparties to the deposit agreement understand that the depositary will not determine whether the DTC participantthat is claiming to be acting on behalf of an ADS holder in requesting registration of transfer and delivery as
described in the paragraph above has the actual authority to act on behalf of the ADS holder (notwithstanding
any requirements under the Uniform Commercial Code). In the deposit agreement, the parties agree that thedepositary’s reliance on and compliance with instructions received by the depositary through the DRS/Profile
system and in accordance with the deposit agreement will not constitute negligence or bad faith on the part of the
Depositary.
Notices and Reports
The depositary will make available for ADS holders inspection at its Office any notices, reports andcommunications, including any proxy solicitation material, that it receives from us, if those notices, reports andcommunications are both (a) received by the depositary as the holder of the deposited securities and (b) madegenerally available by us to the holders of the deposited securities. If we ask it to, the depositary will also send
you copies of those reports it receives from us.
In addition, we are subject to the periodic reporting requirements of the Securities Exchange Act of 1934
and, accordingly, file certain reports with the Securities and Exchange Commission. Such reports will beavailable for inspection and copying at the public reference facilities maintained by the Commission located at
100 F Street, N.E. Washington, D.C. 20549.
Inspection of Transfer Books
The depositary will keep books for the registration of ADSs, which will be open for your inspection at the
Depositary’s Office during regular business hours. However, such inspection shall not be for the purpose of

communicating with other owners of ADSs in the interest of a business or object other than our business or otherthan a matter related to the deposit agreement or the ADSs.
Disclosure of Interests
When required in order to comply with applicable laws and regulations or our articles of incorporation, we
may from time to time request each ADS holder to provide to the depositary, and each ADS holder agrees toprovide and consents to the disclosure of, information relating to:•

the capacity in which it holds ADSs;•

the identity of any holders or other persons or entities then or previously interested in those ADSs
and the nature of those interests; and•any other matter where disclosure of such matter is required for that compliance.

Exhibit 11
Code of Ethics for Financial Professionals
Effective: January 20, 2006
Revised: April 1, 2021
(Objective)
Article 1 This Code of Ethics for Financial Professionals (hereinafter referred to as the “Code”) sets forth thecode with which the financial professionals of the Mizuho Financial Group, Inc. (hereinafter referred to as“the Company”) must comply.
(Definition)
Article 2 For the purposes of this Code, “financial professionals” refers to the Company’s Director(s), executive
officer(s) as defined in the Companies Act, executive officer(s) as defined in our internal regulations, andemployees involved in finance, accounting, and disclosure.
(Conflicts of Interest)
Article 3 The financial professionals must always act honestly and ethically, including in cases in which theirpersonal interests and professional interests conflict with each other either substantially or formally.
(Disclosure)
Article 4 The financial professionals must submit, report, disclose and carry out all other externalannouncements of the financial reports, etc. of the Company in a complete, fair, accurate, and timely
manner, as well as in a manner easy to understand.
(Compliance with Laws and Regulations, etc.)
Article 5 The financial professionals must comply with all laws, regulations, rules and accounting principles that
apply to the execution of their duties.
(Prohibited Acts)
Article 6 The financial professionals must not take actions to deceive, extort, conciliate, or mislead auditing
corporations involved in audits of the financial statements of the Company with the objective of causing
misunderstanding regarding said financial statements.
(Reporting)
Article 7 In the case that a violation of this Code has occurred or is suspected to have occurred, the financial
professionals must make a report immediately, in accordance with the Compliance Manual and otherrelevant regulations of the Company.
(Liability)
Article 8 The financial professionals must always act in accordance with this Code.
➁ In the case that a financial professional has violated this Code, they will not only be subject todisciplinary action under the regulations of the Company but may also bear civil or criminal liability under
the related laws and regulations.
(Amendment and Cancellation)
Article 9 Amendment or cancellation of this Code shall be carried out with the approval of the Board of
Directors.
End of document

Exhibit 12.1
CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Tatsufumi Sakai, 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: July 2, 2021
By: /s/ Tatsufumi Sakai
Name: Tatsufumi Sakai
Title: Chief Executive Officer

Exhibit 12.2
CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Makoto Umemiya, 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: July 2, 2021
By: /s/ Makoto Umemiya
Name: Makoto Umemiya
Title: Chief Financial Officer

Exhibit 13.1
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The certification set forth below is being submitted in connection with the annual report of Mizuho
Financial Group, Inc. on Form 20-F for the year ended March 31, 2021 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.
Tatsufumi Sakai, Chief Executive Officer, and Makoto Umemiya, 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: July 2, 2021
By: /s/ Tatsufumi Sakai
Name: Tatsufumi Sakai
Title: Chief Executive Officer
By: /s/ Makoto Umemiya
Name: Makoto Umemiya
Title: 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. 333-233354) of
Mizuho Financial Group, Inc. and in the related Prospectus of our reports dated July 2, 2021, 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, 2021.
/s/ Ernst & Young ShinNihon LLC
Tokyo, Japan
July 2, 2021