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, 2013
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)

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

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

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

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

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

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual
report.
At March 31, 2013, the following shares of capital stock were issued: (1) 24,164,864,477 shares of common stock (including 19,824,922 shares ofcommon stock held by the registrant as treasury stock), (2) 914,752,000 shares of eleventh series class XI preferred stock (including 574,087,800 shares of
eleventh series class XI preferred stock held by the registrant as treasury stock), and (3) 36,690,000 shares of thirteenth series class XIII preferred stock.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes È No ‘
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
Yes ‘ No È
Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days.
Yes È No ‘
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required tobe submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files).
Yes È No ‘
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer andlarge accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer È
Accelerated filer ‘
Non-accelerated filer ‘
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP È
International Financial Reporting Standards as issued by the International Accounting Standards Board ‘
Other ‘If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 ‘ Item 18 ‘
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ‘ No È
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Actof 1934 subsequent to the distribution of securities under a plan confirmed by a court.
‘ Yes ‘ No
* Not for trading, but only in connection with the registration and listing of the ADSs.

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

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

3
3
5
5
5
5
10
10
10
20
20
21
45
47
47
48
117
117
132
134
135
136
138
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139
139
140
140
140
141
141
142
142
143
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144
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144
156
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157
163
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163
163

Page

ITEM 11.
ITEM 12.

Quantitative and Qualitative Disclosures about Market 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 Securities Holders and Use of Proceeds . . . . . . . . . .
ITEM 15.
Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 16A. Audit Committee Financial Expert . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 16B. Code of Ethics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 16C. Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 16D. Exemptions from the Listing Standards for Audit Committees . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 16E. Purchase of Equity Securities by the Issuer and Affiliated Purchasers . . . . . . . . . . . . . . . . . . .
ITEM 16F. Change in Registrant’s Certifying Accountant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 16G. Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 17.
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 18.
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 19.
Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Statistical Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Index to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2

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A-1
F-1

PRESENTATION OF FINANCIAL AND OTHER INFORMATIONIn this annual report, “we,” “us,” and “our” refer to Mizuho Financial Group, Inc. and, unless the context
indicates otherwise, its consolidated subsidiaries. “Mizuho Financial Group” refers to Mizuho Financial Group,
Inc. Furthermore, unless the context indicates otherwise, these references are intended to refer to us as if we had
been in existence in our current form for all periods referred to herein.
In this annual report, “our principal banking subsidiaries” refer to Mizuho Bank, Ltd. and Mizuho
Trust & Banking Co., Ltd. (or with respect to references as of a date, or fiscal year ending, before April 1, 2002,
to The Dai-Ichi Kangyo Bank, Limited, The Fuji Bank, Limited, The Industrial Bank of Japan, Limited, Mizuho
Trust & Banking and The Yasuda Trust and Banking Co., Ltd.).
On July 1, 2013, a merger between Mizuho Bank and Mizuho Corporate Bank, Ltd. came into effect with
Mizuho Corporate Bank as the surviving entity, which was renamed Mizuho Bank upon the merger. In thisannual report, “Mizuho Bank” refers to the post-merger entity, while “Pre-Merger Mizuho Bank” and “Mizuho
Corporate Bank” refer to pre-merger Mizuho Bank and pre-merger Mizuho Corporate Bank, respectively.
Similarly, “our principal banking subsidiaries,” when addressing periods or points in time before the merger date,refer to Pre-Merger Mizuho Bank, Mizuho Corporate Bank and Mizuho Trust & Banking, unless otherwise
noted.
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 inJapanese yen.
We usually hold the ordinary general meeting of shareholders of Mizuho Financial Group in June of eachyear in Chiyoda-ku, Tokyo.
FORWARD-LOOKING STATEMENTS
We may from time to time make written or oral forward-looking statements. Written forward-looking
statements may appear in documents filed with the Securities and Exchange Commission, including this annual
report, and other reports to shareholders and other communications.
The U.S. Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking
information to encourage companies to provide prospective information about themselves. We rely on this safe
harbor in making these forward-looking statements.
This annual report contains forward-looking statements regarding the intent, belief or current expectationsof our management with respect to our financial condition and future results of operations. In many cases, but notall, we use such words as “aim,” “anticipate,” “believe,” “endeavor,” “estimate,” “expect,” “intend,” “may,”“plan,” “probability,” “project,” “risk,” “seek,” “should,” “strive,” “target” and similar expressions in relation to3us or our management to identify forward-looking statements. You can also identify forward-looking statements
by discussions of strategy, plans or intentions. These statements reflect our current views with respect to future
events and are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, our actual results may vary materially from those
we currently anticipate. Potential risks and uncertainties include, without limitation, the following:•

incurrence of significant credit-related costs;•

declines in the value of our securities portfolio, including as a result of the declines in stock markets andthe impact of the dislocation in the global financial markets;•changes in interest rates;•

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

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

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

failure to maintain required capital adequacy ratio levels;•

downgrades in our credit ratings;•

our ability to avoid reputational harm;•

our ability to implement our Medium-term Business Plan and other strategic initiatives and measureseffectively;•

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

the effect of changes in general economic conditions in Japan and elsewhere; and•amendments and other changes to the laws and regulations that are applicable to us.

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

4

PART IITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
3.A. Selected Financial Data
The following tables set forth our selected consolidated financial data.
The first table below sets forth selected consolidated financial data of Mizuho Financial Group as of and forthe fiscal years ended March 31, 2009, 2010, 2011, 2012 and 2013 which have been derived from the audited
consolidated financial statements of Mizuho Financial Group prepared in accordance with U.S. GAAP includedin this annual report.
The second table below sets forth selected consolidated financial data of Mizuho Financial Group as of andfor the fiscal years ended March 31, 2009, 2010, 2011, 2012 and 2013 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, 2011, 2012 and 2013 prepared in accordance with U.S. GAAP have been audited in accordance withthe standards of the Public Company Accounting Oversight Board (United States) by Ernst & Young ShinNihon
LLC, independent registered public accounting firm.
You should read the U.S. GAAP selected consolidated financial information presented below together with
the information included in “Item 5. Operating and Financial Review and Prospects” and the audited
consolidated financial statements, including the notes thereto, included in this annual report. The information
presented below is qualified in its entirety by reference to that information.

5

U.S. GAAP Selected Consolidated Financial Information2009

As of and for the fiscal years ended March 31,
2010
2011
2012
2013
(in millions of yen, except per share data and percentages)

Statement of income data:
Interest and dividend income . . . . . . . . ¥ 2,384,191 ¥ 1,632,282 ¥ 1,460,184 ¥ 1,437,086 ¥ 1,423,375
Interest expense . . . . . . . . . . . . . . . . . . .
1,102,015
528,159448,857
415,959
412,851
Net interest income . . . . . . . . . . . . . . . .
Provision (credit) for loan losses . . . . . .

1,282,176
567,396

1,104,123
222,102

1,011,327
647

1,021,127(23,044)

1,010,524
139,947

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

714,780452,227
1,525,101

882,0211,330,847
1,526,413

1,010,680
1,036,532
1,435,855

1,044,171
1,090,135
1,471,471

870,577
1,439,419
1,424,816

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

(358,094)
761,908

686,455(360,195)

611,357
193,227

662,835
13,878885,180
4,024(1,120,002)

1,046,650

418,130

648,957

881,156(61,555)

46,961

5,461(7,432)

5,744

999,689 ¥412,669 ¥

656,389 ¥875,412Net income (loss) . . . . . . . . . . . . . . . . .
Less: Net income (loss) attributable tononcontrolling interests(1) . . . . . . . . .

Net income (loss) attributable to
MHFG shareholders . . . . . . . . . . . . . ¥ (1,058,447) ¥Net income (loss) attributable tocommon shareholders . . . . . . . . . . . . ¥ (1,077,787) ¥ 988,603 ¥ 403,231 ¥ 647,717 ¥ 867,191
Amounts per share(2):Basic earnings per common share—net
income (loss) attributable to commonshareholders . . . . . . . . . . . . . . . . . . . . ¥(95.96) ¥70.55 ¥
20.44 ¥
28.07 ¥
36.05
Diluted earnings per common share—
net income (loss) attributable tocommon shareholders . . . . . . . . . . . . ¥(95.96) ¥61.64 ¥
19.22 ¥
26.78 ¥
34.47
Number of shares used to calculate
basic earnings per common share (inthousands) . . . . . . . . . . . . . . . . . . . . . 11,231,269 14,013,058 19,722,818 23,073,544 24,053,282
Number of shares used to calculate
diluted earnings per common share(in thousands) . . . . . . . . . . . . . . . . . . 11,231,269 16,200,812 21,415,109 24,469,539 25,365,229
Cash dividends per share declared
during the fiscal year(3):Common stock . . . . . . . . . . . . . . . . ¥10.00 ¥
10.00 ¥
8.00 ¥
6.00 ¥
6.00$
0.10 $
0.11 $
0.10 $
0.07 $
0.06
Eleventh series class XI preferredstock . . . . . . . . . . . . . . . . . . . . . ¥20.00 ¥
20.00 ¥
20.00 ¥
20.00 ¥
20.00$
0.20 $
0.21 $
0.24 $
0.24 $
0.21
Thirteenth series class XIII
preferred stock . . . . . . . . . . . . . . ¥30.00 ¥
30.00 ¥
30.00 ¥
30.00 ¥
30.00$
0.30 $
0.32 $
0.36 $
0.36 $
0.32

6

2009

As of and for the fiscal years ended March 31,
2010
2011
2012
(in millions of yen, except per share data and percentages)

2013

Balance sheet data:
Total assets . . . . . . . . . . . . . . . . . ¥155,083,031 ¥158,351,456 ¥161,985,670 ¥166,361,633 ¥178,746,994
Loans, net of allowance . . . . . . . . 71,787,309
62,903,418
63,955,284
65,306,370
69,060,526
Total liabilities . . . . . . . . . . . . . . 154,045,851 155,019,438 157,950,314 161,714,609 172,889,899
Deposits . . . . . . . . . . . . . . . . . . . .
87,075,727
86,776,251
89,215,627
91,234,380 100,221,556
Long-term debt . . . . . . . . . . . . . .
8,017,770
8,482,434
8,953,496
8,461,818
8,802,223
Common stock . . . . . . . . . . . . . . .
3,386,792
4,324,705
5,164,160
5,427,992
5,460,821
Total MHFG shareholders’equity . . . . . . . . . . . . . . . . . . . .
846,047
2,966,215
3,673,487
4,470,766
5,728,120
Other financial data:
Return on equity and assets:
Net income (loss) attributable tocommon shareholders as apercentage of total averageassets . . . . . . . . . . . . . . . . . . . .
(0.70)%
0.62%
0.25%
0.39%
0.50%
Net income (loss) attributable tocommon shareholders as apercentage of average MHFG
shareholders’ equity . . . . . . . .
(37.56)%39.99%
12.63%
15.56%
18.76%
Dividends per common share as apercentage of basic earnings
per common share . . . . . . . . . .
(10.42)%
11.34%
29.35%
21.38%
16.64%
Average MHFG shareholders’equity as a percentage of total
average assets . . . . . . . . . . . . .
1.86%
1.56%
2.01%
2.53%
2.67%
Net interest income as apercentage of total averageinterest-earning assets . . . . . . .
0.96%
0.82%
0.75%
0.71%
0.66%
Notes:(1) Net income (loss) attributable to noncontrolling interests was relocated from minority interest inconsolidated subsidiaries included within noninterest expenses in the fiscal year ended March 31, 2010 as
we adopted ASC 810. For purposes of comparability, the figures of the previous fiscal years are adjusted
accordingly.
(2) Under the central book-entry transfer system in Japan, which became effective in January 2009, fractional
shares are not eligible for book-entry transfer. Accordingly, an allotment of shares or fractions of a sharewithout consideration was made to all shareholders and holders of fractional shares at the rate of 999 shares
per 1 share and 9.99 shares per every 0.01 of a share, effective on January 4, 2009. The amounts per sharefor the fiscal years ended March 31, 2009 has been adjusted to reflect such allotment.
(3) Yen amounts for cash dividends per share for the fiscal years ended March 31, 2009, 2010, 2011 2012 and2013 are expressed in U.S. dollars at the rate of ¥99.15 = $1.00, ¥93.40 = $1.00, ¥82.76 = $1.00, ¥82.41 =$1.00 and ¥94.16 = $1.00, respectively. These rates are the noon buying rates on March 31, 2009, 2010,2011 2012 and 2013 in New York City for cable transfers in yen as certified for customs purposes by theFederal Reserve Bank of New York.

7

Japanese GAAP Selected Consolidated Financial Information
2009

Statement of income data:
Interest income . . . . . . . . . . . . . . . ¥Interest expense . . . . . . . . . . . . . .
Net interest income . . . . . . . . . . . .
Fiduciary income . . . . . . . . . . . . .
Net fee and commission
income(1) . . . . . . . . . . . . . . . . .
Net trading income . . . . . . . . . . . .
Net other operating income(loss) . . . . . . . . . . . . . . . . . . . .
General and administrative
expenses(1) . . . . . . . . . . . . . . . .
Other income . . . . . . . . . . . . . . . .
Other expenses . . . . . . . . . . . . . . .
Income (loss) before income taxes
and minority interests . . . . . . . .
Income taxes:
Current(2) . . . . . . . . . . . . . . .
Deferred . . . . . . . . . . . . . . . .
Income (loss) before minority
interests(3) . . . . . . . . . . . . . . . . .
Minority interests in net income . .
Net income (loss) . . . . . . . . . . . . . ¥As of and for the fiscal years ended March 31,
2010
2011
2012
(in millions of yen, except per share data and percentages)

2013

2,144,436 ¥ 1,571,994 ¥ 1,457,687 ¥ 1,423,564 ¥ 1,421,609
1,075,584
420,287
348,242
335,223
345,710
1,068,851
1,151,707
1,109,444
1,088,340
1,075,898
55,891
49,10049,38849,01448,506416,653
301,521466,040
312,330

458,824
243,983

458,933
150,317507,378
215,033(35,951)

17,436

163,680

256,468

324,899

1,192,701
260,568
1,280,711

1,317,247
266,125
567,728

1,277,848
156,212268,261

1,283,847
263,024265,803

1,244,647
198,063407,299(405,877)

377,765

635,425

716,449

717,832

48,247
109,103

18,04025,10818,336
120,123

55,332
97,49450,4007,461(563,227)
25,586(588,814) ¥334,617
95,212
239,404 ¥496,965
83,736413,228 ¥563,621
79,102484,519 ¥

659,970
99,454
560,516

Net income (loss) per share:
Basic . . . . . . . . . . . . . . . . . . ¥(54.14) ¥16.29 ¥
20.47 ¥
20.62 ¥
22.96
Diluted . . . . . . . . . . . . . . . . .
— (4)
15.57
19.27
19.75
22.05
Cash dividends per share declared
during the fiscal year(5)(6):
Common stock(7) . . . . . . . . . ¥10,000 ¥
10 ¥
8 ¥
6 ¥
6
$
100.86 $0.11 $
0.10 $
0.07 $
0.06
Eleventh series class XI
preferred stock(7) . . . . . . . . ¥20,000 ¥
20 ¥
20 ¥
20 ¥
20
$
201.71 $0.21 $
0.24 $
0.24 $
0.21
Thirteenth series class XIII
preferred stock(7) . . . . . . . . ¥30,000 ¥
30 ¥
30 ¥
30 ¥
30
$
302.57 $0.32 $
0.36 $
0.36 $
0.32
Balance sheet data:
Total assets . . . . . . . . . . . . . . . . . . ¥152,723,070 ¥156,253,572 ¥160,812,006 ¥165,360,501 ¥177,411,062
Loans and bills discounted(8) . . . . . 70,520,224
62,164,579
62,777,757
63,800,509
67,536,882
Securities . . . . . . . . . . . . . . . . . . . 30,173,632
43,096,460
44,782,067
51,392,878
53,472,399
Deposits(9) . . . . . . . . . . . . . . . . . . 86,539,020
86,627,588
88,884,158
90,636,656
99,568,737
Net assets . . . . . . . . . . . . . . . . . . .
4,186,606
5,837,053
6,623,999
6,869,295
7,736,230
Risk-adjusted capital data
(Basel II)(10):Tier 1 capital . . . . . . . . . . . . . . . . ¥ 3,765,045 ¥ 5,173,496 ¥ 6,170,210 ¥ 6,398,953
n.a.
Total risk-based capital . . . . . . . . .
6,223,693
7,658,062
7,910,970
7,775,093
n.a.
Risk-weighted assets . . . . . . . . . . 59,056,218
56,863,252
51,693,835
50,144,934
n.a.
Tier 1 capital ratio . . . . . . . . . . . .
6.37%
9.09%
11.93%
12.76%
n.a.
Capital adequacy ratio . . . . . . . . .
10.53
13.46
15.30
15.50
n.a.

8

As of and for the fiscal years ended March 31,
2009
2010
2011
2012
2013
(in millions of yen, except per share data and percentages)

Risk-adjusted capital data (Basel III)(10):Common Equity Tier 1 capital . . . . . . . . . . . . . . . . . . .
Tier 1 capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk-weighted assets . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common Equity Tier 1 capital ratio . . . . . . . . . . . . . . .
Tier 1 capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

n.a.
n.a.
n.a.
n.a.
n.a.
n.a.
n.a.

n.a.
n.a.
n.a.
n.a.
n.a.
n.a.
n.a.

n.a.
n.a.
n.a.
n.a.
n.a.
n.a.
n.a.

n.a.
n.a.
n.a.
n.a.
n.a.
n.a.
n.a.

¥ 4,803,820
6,487,449
8,344,509
58,823,585
8.16%
11.02
14.18

Notes:(1)

For the fiscal year ended March 31 2012, certain items in expenses regarding stock transfer agency
business and pension management business, which had been recorded as “General and administrative
expenses” by Mizuho Trust & Banking until the previous fiscal year, have been included in “Net fee andcommission income” as “Fee and commission expenses,” and reclassification of prior year figures has
been made accordingly.
(2) Includes refund of income taxes.
(3) In accordance with certain amendments to Regulation on Terminology, Forms and Preparation of Financial
Statements and other regulations which may be applied at our option from the fiscal year ended March 31,
2010, based on “Accounting Standard for Consolidated Financial Statements” (ASBJ Statement
No. 22, December 26, 2008), we have started to present “Income before minority interests” from the fiscal
year ended March 31, 2010. For reference purposes, we have also included the figures of the same for the
fiscal years ended March 31, 2009 in the table above.
(4) Diluted net income per share is not shown due to net loss per share for the fiscal year ended March 31,
2009.
(5) Under the central book-entry transfer system in Japan, which became effective in January 2009, fractional
shares are not eligible for book-entry transfer. Accordingly, an allotment of shares or fractions of a sharewithout consideration was made to all shareholders and holders of fractional shares at the rate of 999
shares per 1 share and 9.99 shares per every 0.01 of a share, effective on January 4, 2009. Cash dividends
per share declared through the fiscal year ended March 31, 2009, in the table above do not reflect suchallotment.
(6) Yen amounts are expressed in U.S. dollars at the rate of, ¥99.15 = $1.00, ¥93.40 = $1.00, ¥82.76 = $1.00,¥82.41 = $1.00 and ¥94.16 = $1.00 for the fiscal years ended March 31, 2009, 2010, 2011, 2012 and 2013,
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.
(7) In June 2013, we declared and paid annual dividends of ¥6 per share of common stock, ¥20 per share ofeleventh series class XI preferred stock and ¥30 per share of thirteenth series class XIII preferred stock forthe fiscal year ended March 31, 2013. As to the thirteenth series class XIII preferred stock, we acquiredand canceled all of the relevant stock as of July 11, 2013.
(8) Bills discounted refers to a form of financing in Japan under which promissory notes obtained bycorporations through their regular business activities are purchased by banks prior to their payment dates at
a discount based on prevailing interest rates.
(9) Includes negotiable certificates of deposit.
(10) Risk-adjusted capital data are calculated on a Basel II basis until the fiscal year ended March 31, 2012, andon a Basel III basis for the fiscal year ended March 31, 2013. We adopted the advanced internal ratingsbased approach (the “AIRB approach”) for the calculation of risk-weighted assets associated with credit
risk from the fiscal year ended March 31, 2009. We also adopted the advanced measurement approach (the“AMA”) for the calculation of operational risk from the fiscal year ended March 31, 2010. 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.”

9

There are certain differences between U.S. GAAP and Japanese GAAP. The differences between U.S.
GAAP and Japanese GAAP applicable to us primarily relate to the accounting for derivative financial
instruments and hedging activities, investments, loans, allowances for loan losses and off-balance-sheet
instruments, premises and equipment, real estate sales and leasebacks, land revaluation, business combinations,noninterest-earning deposits made under government-led restructuring, pension liabilities, consolidation ofvariable interest entities and deferred taxes. See “Item 5. Operating and Financial Review and Prospects—
Reconciliation with Japanese GAAP.”
Exchange Rate Information
The following table sets forth, for each period indicated, the noon buying rate in New York City for cabletransfers in yen as certified for customs purposes by the Federal Reserve Bank of New York, expressed inJapanese yen per $1.00. The exchange rates are reference rates and are not necessarily the rates used to calculate
ratios or the rates used to convert yen to U.S. dollars in the financial statements contained in this annual report.
Fiscal years ended (ending) March 31,

Average(1)Period
end

High

Low

¥110.48100.71
94.68
85.26
96.16
103.52¥87.80
86.12
78.74
75.72
77.41
92.96

¥100.85
92.49
85.00
78.86
83.26
99.47

¥ 99.15
93.40
82.76
82.41
94.16
100.30¥ 91.28
93.64
96.16
99.61
103.52100.15101.08¥86.92
91.38
93.32
92.96
97.28
94.29
98.80

—
—
—
—
—
—
—

—
—
—
—
—
—
—

(yen per dollar)

2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 (through July 19) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Calendar year 2013

January . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
February . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
March . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
April . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
May . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
July (through July 19) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note:(1) Calculated by averaging the exchange rates on the last business day of each month during the respective
periods. The noon buying rate as of July 19, 2013 was ¥100.30 = $1.00.
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 Market Risk” and “Selected Statistical Data.”
10

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 BusinessWe may incur significant credit-related and other costs in the future due to problem loans.
We are the primary bank lender for a large number of our corporate customers, and the amount of our loans
and other claims to each of our major customers is significant. In addition, while we have made efforts todiversify our credit exposure along industry lines, the proportion of credit exposure to customers in theconstruction and real estate, banks and other financial institutions, and wholesale and retail industries is relatively
high. We manage our credit portfolio by regularly monitoring the credit profile of each of our customers, theprogress made on restructuring plans and credit exposure concentrations in particular industries or corporategroups, and we also utilize credit derivatives for hedging and credit risk mitigation purposes. In addition, we
regularly assess the value of collateral and guarantees. However, depending on trends in the domestic and global
economic environment, the business environment in particular industries and other factors, the amount of ourproblem loans and other claims could increase significantly, including as a result of the deterioration in the credit
profile of customers for which we are the primary bank lender, other major customers or customers belonging toindustries to which we have significant credit exposure, and the value of collateral and guarantees could decline.
There can be no assurance that credit-related and other costs will not increase in the future as a result of theforegoing or otherwise.
Our equity investment portfolio exposes us to market risks that could adversely affect our financial
condition and results of operations.
We hold substantial investments in marketable equity securities, mainly common stock of Japanese listedcompanies. In addition to the partial hedges that we apply as we deem necessary in recent years, we sold aportion of such investments, and we may make further sales in the future. However, significant declines inJapanese stock prices in the future would lead to unrealized losses, losses on impairment and losses from sales of
equity securities which could have a material adverse effect on our financial condition and results of operations.
In addition, net unrealized gains and losses on such investments, based on Japanese GAAP, are taken into
account when calculating the amount of capital for purposes of the calculation of our capital adequacy ratios, andas a result, a decline in the value of such investments would negatively affect such ratios. Accordingly, ourfinancial 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,
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.
11

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 the market
liquidity of our assets decreases significantly in the future, including as a result of the European debt problem
causing significant disruptive effects on the global financial markets, our financial condition and results ofoperations could be materially and adversely affected.
Our pension-related costs could increase as a result of revised assumptions or changes in our pension
plans.
Our pension-related costs and projected benefit obligations are calculated based on assumptions regarding
projected returns on pension plan assets and various actuarial assumptions relating to the plans. If actual results
differ from our assumptions or we revise our assumptions in the future, due to changes in the stock markets,
interest rate environment or otherwise, our pension-related costs and projected benefit obligations could increase.
In addition, any future changes to our pension plans could also lead to increases in our pension-related costs andprojected benefit obligations. As a result, our financial condition and results of operations could be materiallyand adversely affected.
A decline in deferred tax assets due to a change in our estimation of future taxable income or change inJapanese tax policy could adversely affect our financial condition and results of operations.
We recorded deferred tax assets based on a reasonable estimation of future taxable income in accordancewith applicable accounting standards. Our financial condition and results of operations could be materially andadversely affected if our deferred tax assets decline due to a change in our estimation of future taxable income, achange in tax rate as a result of tax system revision and other factors.
Financial transactions entered into for hedging and other similar purposes could adversely affect our
financial condition and results of operations.
The accounting and valuation methods applied to credit and equity derivatives and other financialtransactions that we enter into for hedging and credit risk mitigation purposes are not always consistent with theaccounting and valuation methods applied to the assets that are being hedged. Consequently, in some cases, due
to changes in the market or otherwise, losses related to such financial transactions during a given period may
adversely affect net income, while the corresponding increases in the value of the hedged assets do not have aneffect on net income for such period. As a result, our financial condition and results of operations could bematerially and adversely affected during the period.
Failure to maintain capital adequacy ratios above minimum required levels, as a result of thematerialization of risks or regulatory changes, could result in restrictions on our business activities.
We endeavor to maintain sufficient levels of capital adequacy ratios, which are calculated pursuant tostandards set forth by Japan’s Financial Services Agency and based on Japanese GAAP, taking into account ourplans for investments in risk-weighted assets, the efficiency of our capital structure and other factors. However,12

our capital adequacy ratios could decline in the future, including as a result of the materialization of any of therisks enumerated in these “Risk Factors” and changes to the methods we use to calculate capital adequacy ratios.
Also, there are regulatory adjustments such as goodwill and other intangibles, deferred tax assets, investments inthe capital of banking, financial and insurance entities etc., that are deducted from our regulatory capital undercertain conditions. Our or our banking subsidiaries’ regulatory capital and capital adequacy ratios could decline
due to such regulations.
In addition, if the framework set by the Basel Committee on Banking Supervision, upon which the Financial
Services Agency’s rules concerning banks’ capital adequacy ratios are based, is changed or if the Financial
Services Agency otherwise changes its banking regulations, we might not be able to meet the minimum
regulatory requirements for capital adequacy ratios. For example, in December 2010, the Basel Committee on
Banking Supervision issued its Basel III rules text, which presents the details of global regulatory standards onbank capital adequacy and liquidity. In March 2012, the Financial Services Agency published revisions to its
capital adequacy guidelines which generally reflect rules in the Basel III text and became effective as ofMarch 31, 2013. Furthermore, we were included in the list of global systemically important financial institutions(“G-SIFIs”) that were named by the Financial Stability Board in November 2012. The group of G-SIFIs will be
updated annually and published by the Financial Stability Board each November. If we are deemed a SIFI in orafter November 2014, we may be subject to additional capital requirements. See “Item 5. Operating and Financial
Review and Prospects—Capital Adequacy.”
If the capital adequacy ratios of us and our banking subsidiaries fall below specified levels, the Financial
Services Agency could require us to take corrective actions, including, depending on the level of deficiency,
submission of an improvement plan that would strengthen our capital base, a reduction of our total assets or asuspension of a portion of our business operations. In addition, some of our banking subsidiaries are subject tocapital adequacy regulations in foreign jurisdictions such as the United States, and our business could be
adversely affected if their capital adequacy ratios fall below specified levels.
Downgrades in our credit ratings could have negative effects on our funding costs and business operations.
Credit ratings are assigned to Mizuho Financial Group, our banking subsidiaries and a number of our othersubsidiaries by major domestic and international credit rating agencies. The credit ratings are based on
information furnished by us or obtained by the credit rating agencies from independent sources and are also
influenced by credit ratings of Japanese government bonds and general views regarding the Japanese financial
system as a whole. The credit ratings are subject to revision, suspension or withdrawal by the credit rating
agencies at any time. A downgrade in our credit ratings could result in, among other things, the following:•

increased funding costs and other difficulties in raising funds;•

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

For example, the additional collateral requirement in connection with our derivative contracts, absent otherchanges, assuming a downgrade occurred on March 31, 2013, would have been approximately $67 million for a
one-notch downgrade and approximately $323 million for a two-notch downgrade. The foregoing figures do nottake into account the minority of derivative contracts for which additional collateral requirements are notspecifically prescribed and are thus subject to individual negotiations.
As a result, our business, financial condition and results of operations could be materially and adversely
affected.
Our business will be adversely affected if we encounter difficulties in raising funds.
We rely principally on deposits and debentures as our funding sources. In addition, we also raise funds inthe financial markets. Our efforts to maintain stable funding, such as setting maximum limits on financial market
13funding and monitoring our liquidity position to apply appropriate funding policies, may not be sufficient toprevent significant increases in our funding costs or cash flow problems if we encounter difficulties in attracting
deposits or otherwise raising funds. Such difficulties could result, among other things, from any of the following:•

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

Our Medium-term Business Plan and other strategic initiatives and measures may not result in the
anticipated outcome.
We have been implementing strategic initiatives and measures in various areas. In February 2013, weannounced our new Medium-term Business Plan for the three fiscal years ending March 31, 2016, in which we
set forth various strategic initiatives and measures and also established a number of key target figures that we aim
to achieve by the end of the fiscal year ending March 31, 2016.
However, we may not be successful in implementing such initiatives and measures, or even if we aresuccessful in implementing them, the implementation of such initiatives and measures may not have theiranticipated effects. In addition, we may not be able to meet the key target figures announced in the Medium-term
Business Plan due to these or other factors, including, but not limited to, differences in the actual economic
environment compared to our assumptions underlying the Medium-term Business Plan, as well as the risks
enumerated in these “Risk Factors.”
We will be exposed to new or increased risks as we expand the range of our products and services.
We offer a broad range of financial services, including banking, trust, securities and other services. As theneeds of our customers become more sophisticated and broader in scope, and as the Japanese financial industry
continues to be deregulated, we have been entering into various new areas of business, including through various
business and equity alliances, which expose us to new risks. While we have developed and intend to maintainrisk management policies that we believe are appropriate to address such risks, if a risk materializes in a manneror to a degree outside of our expectations, our business, financial condition and results of operations could bematerially and adversely affected.
We are subject to various laws and regulations, and violations could result in penalties and otherregulatory actions.
Our business and employees in Japan are subject to various laws and regulations, including those 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.
Our compliance and legal risk management structures are designed to prevent violations of such laws andregulations, but they may not be effective in preventing all future violations. Future violations of laws andregulations could result in regulatory action and harm our reputation, and our business, financial condition andresults 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 reduce14employee errors, including establishment of operational procedures, regular reviews regarding compliance withthese procedures, employee training and automation of our operations, may not be effective in preventing all
employee errors and misconduct. Significant operational errors and misconduct in the future could result in
losses, regulatory actions or harm to our reputation. As a result, our business, financial condition and results ofoperations could be materially and adversely affected.
Problems relating to our information technology systems could significantly disrupt our business
operations.
We depend significantly on information technology systems with respect to almost all aspects of ourbusiness operations. Our information technology systems network, including those relating to bank accounting
and cash settlement systems, interconnects our branches and other offices, our customers and various clearing
and settlement systems located worldwide. Our efforts to sustain stable daily operations and development ofcontingency plans for unexpected events, including the implementation of backup and redundancy measures,
may not be effective in preventing significant disruptions to our information technology systems caused by,among other things, human error, accidents, hacking, computer viruses, cyber attacks, and development andrenewal of computer systems. In the event of any such disruption, our business, financial condition and results ofoperations could be materially and adversely affected due to disruptions in our business operations, liability tocustomers and others, regulatory actions or harm to our reputation.
Our reputation could be harmed and we may be subject to liabilities and regulatory actions if we areunable to protect personal and other confidential information.
We handle various confidential or non-public information, including those of our individual and corporate
customers, in the ordinary course of our business. The information management policies we maintain and enforce
to prevent information leaks and improper access to such information, including those designed to meet the strict
requirements of the Personal Information Protection Law of Japan, may not be effective in preventing all suchproblems. Leakage of important information in the future could result in liabilities and regulatory actions andmay also lead to significant harm to our reputation. As a result, our business, financial condition and results ofoperations could be materially and adversely affected.
Our business would be harmed if we are unable to attract and retain skilled employees.
Many of our employees possess skills and expertise that are important to maintain our competitiveness andto operate our business efficiently. We may not be successful in attracting and retaining sufficient skilledemployees through our hiring efforts and training programs aimed to maintain and enhance the skills andexpertise of our employees, in which event our competitiveness and efficiency could be significantly impaired.
As a result, our business, financial condition and results of operations could be materially and adversely affected.
Our failure to establish, maintain and apply adequate internal controls over financial reporting could
negatively impact investor confidence in the reliability of our financial statements.
As a New York Stock Exchange-listed company and an SEC registrant, we have developed disclosure
controls and procedures and internal control over financial reporting pursuant to the requirements of the
Sarbanes-Oxley Act of 2002 and rules and regulations of the SEC promulgated pursuant thereto. Our
management reports on, and our independent registered public accounting firm attests to, the effectiveness of ourinternal controls over financial reporting, as required, in our annual report on Form 20-F. In addition, ourmanagement is required to report on our internal control over financial reporting, and our independent registeredpublic accounting firm is required to provide its opinion concerning the report of our management, in accordancewith the Financial Instruments and Exchange Law of Japan. To the extent any issues are identified through theforegoing processes, there can be no assurance that we will be able to address them in a timely manner or at all.
Furthermore, even if our management concludes that our internal control over financial reporting are effective,15

our independent registered public accounting firm may still be unable to issue a report that concludes that ourinternal control over financial reporting are effective. In either case, we may lose investor confidence in thereliability of our financial statements.
We are subject to risk of litigation and other legal proceedings.
As a financial institution engaging in banking and other financial businesses in and outside of Japan, we aresubject to the risk of litigation for damages and other legal proceedings in the ordinary course of our business.
Adverse developments related to future legal proceedings could have a material adverse effect on our financial
condition and results of operations.
Our risk management policies and procedures may not adequately address unidentified or unanticipatedrisks.
We devote significant resources to strengthening our risk management policies and procedures. Despite this,and particularly in light of the rapid evolution of our operations, our policies and procedures designed to identify,
monitor and manage risks may not be fully effective. Some of our methods of managing risks are based upon ouruse of observed historical market behavior. As a result, these methods may not accurately predict future risk
exposures, which could be significantly greater than the historical measures indicate. If our risk management
policies and procedures do not function effectively, our financial condition and results of operations could bematerially and adversely affected.
Transactions with counterparties in Iran and other countries designated by the U.S. Department of Stateas state sponsors of terrorism may lead some potential customers and investors to avoid doing businesswith us or investing in our securities 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 includes Iran, Cuba,
Sudan and Syria, and we maintain policies and procedures to comply with U.S. law. Our non-U.S. offices engage
in transactions relating to the Designated Countries on a limited basis and in compliance with applicable laws
and regulations, including trade financing with respect to our customers’ export or import transactions andmaintenance 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 to ensure compliance with applicable Japanese andU.S. laws and regulations.
We are aware of government initiatives to strengthen laws and regulations, such as the U.S. Comprehensive
Iran Sanctions, Accountability, and Divestment Act of 2010 and the National Defense Authorization Act for
Fiscal Year 2012 and Fiscal Year 2013, applicable to entities with dealings in the Designated Countries. While
we maintain policies and procedures to ensure compliance with such initiatives, including Japanese laws andregulations, should the U.S. government regard our measures as 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.
Our common stock may be subject to dilution as a result of conversion of our convertible preferred stock.
Holders of our eleventh series class XI preferred stock may convert their shares to common stock byrequesting us to acquire such shares and issue or transfer common stock to them at any time between July 1, 2008
and June 30, 2016, with mandatory conversion on July 1, 2016. Due to the dilution of our common stock that
occurs as a result of the increase in the number of outstanding shares of common stock upon such conversion, theprice of our common stock could decline.
16

We may be subject to risks related to dividend distributions.
As a holding company, we rely on dividend payments from our banking and other subsidiaries for almost allof our income. As a result of restrictions, such as those on distributable amounts under Japan’s Company Law, orotherwise, our banking and other subsidiaries may decide not to pay dividends to us. In addition, we may
experience difficulty in making, or become unable to make, dividend payments to our shareholders and dividend
payments on the preferred securities issued by our overseas special purpose companies due to the deterioration of
our results of operations and financial condition and/or the restrictions under the Company Law or due to thestrengthening of bank capital regulations. For more information on restrictions to dividend payments under theCompany Law, see “Item 10.B. Additional Information—Memorandum and Articles of Association.”
We may be adversely affected if economic or market conditions in Japan or elsewhere deteriorate.
We conduct business operations in Japan as well as overseas, including in the United States, Europe andAsia. If general economic conditions in Japan or other regions were to deteriorate or if the financial markets
become subject to turmoil, we could experience weakness in our business, as well as deterioration in the qualityof our assets. Future deterioration in general economic conditions or financial market turmoil could materiallyand adversely affect our financial condition and results of operations.
Amendments and other changes to the laws and regulations that are applicable to us could have an
adverse effect on us.
We are subject to 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 Law, 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, our business, financial condition and results of operations could bematerially and adversely affected.
Intensification of competition in the market for financial services in Japan could have an adverse effect onus.
Ongoing deregulation in Japan has lowered the barriers to entry with respect to the provision of banking,trust, securities and other financial services. While such deregulation has the effect of increasing our own
business opportunities, it also allows other major financial groups, foreign financial institutions, non-bankfinance companies, government-affiliated entities such as Japan Post Bank and other financial services providers
to enter into new business areas or expand existing businesses, resulting in the intensification of competition in
the financial services industry. If we are unable to respond effectively to current or future competition, ourbusiness, financial condition and results 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 our competitive 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 such as new or reemerging influenza infections. Our business, financial condition and results ofoperations could be adversely affected if our recovery efforts, including our implementation of contingency plansthat we have developed such as establishing back-up offices, are not effective in preventing significant
disruptions to our business operations caused by natural disasters and criminal acts. Additionally, massive natural
disasters such as the March 2011 Great East Japan Earthquake may have various adverse effects, including adeterioration in economic conditions, declines in the business performance of many of our corporate customers
17and declines in stock prices. As a result, our financial condition and results of operations could be materially andadversely affected due to an increase in the amount of problem loans and credit-related costs as well as anincrease in unrealized losses on, or losses 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.
Risks Related to Owning Our Shares
Rights of shareholders under Japanese law may be more limited than under the law of other jurisdictions.
Our articles of incorporation, our regulations of board of directors and Japan’s Company Law govern our
corporate affairs. Legal principles relating to such matters as the validity of corporate procedures, directors’ andofficers’ fiduciary duties and shareholders’ rights may be different from or less clearly defined than those thatwould apply if we were incorporated in another jurisdiction. For example, under the Company Law, only holders
of 3% or more of the total voting rights or total outstanding shares are entitled to examine our accounting books
and records. Shareholders’ rights under Japanese law may not be as extensive as shareholders’ rights under thelaw of jurisdictions within the United States or other countries. For more information on the rights ofshareholders under Japanese law, see “Item 10.B. Additional Information—Memorandum and Articles of
Association.”
It may not be possible for investors to effect service of process within the United States upon us or our
directors, senior management or corporate auditors, or to enforce against us or those persons judgments
obtained in U.S. courts predicated upon the civil liability provisions of the federal securities laws of theUnited States.
We are a joint stock corporation incorporated under the laws of Japan. Almost all of our directors, senior
management and corporate auditors reside outside the United States. Many of the assets of us and these persons
are located in Japan and elsewhere outside the United States. It may not be possible, therefore, for U.S. investors
to effect service of process within the United States upon us or these persons or to enforce, against us or these
persons, judgments obtained in the U.S. courts predicated upon the civil liability provisions of the federal
securities laws of the United States. We believe that there is doubt as to the enforceability in Japan, in originalactions or in actions to enforce judgments of U.S. courts, of claims predicated solely upon the federal securities
laws of the United States.
Risks Related to Owning Our ADSs
As a holder of ADSs, you have fewer rights than a shareholder and you must act through the depositary to
exercise these rights.
The rights of our shareholders under Japanese law to take actions such as voting their shares, receiving
dividends and distributions, bringing derivative actions, examining our accounting books and records andexercising appraisal rights are available only to shareholders of record. Because the depositary, through its
custodian, is the record holder of the shares underlying the ADSs, a holder of ADSs may not be entitled to thesame rights as a shareholder. In your capacity as an ADS holder, you are not able to bring a derivative action,
examine our accounting books and records or exercise appraisal rights, except through the depositary.
18

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.

19

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, Mizuho Corporate Bank, and a banking subsidiary serving primarily retail andsmall and medium-sized enterprise customers, Pre-Merger Mizuho Bank. As an additional step for realigning thegroup 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 group through a stockfor-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 commercial name of thecompany is Mizuho Financial Group, Inc.
In May 2003, we initiated a project to promote early corporate revitalization of customers in need ofrevitalization or restructuring and to separate the oversight of restructuring borrowers from the normal credit
origination function. In July 2003, our three principal banking subsidiaries, Mizuho Corporate Bank, Pre-Merger
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 thesignificant reduction in the balance of impaired loans held by these new subsidiaries, which we call the“revitalization subsidiaries,” we deemed the corporate revitalization project to be complete, and each of therevitalization 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 Mizuho Corporate Bank and Mizuho Investors
Securities Co., Ltd. became a wholly-owned subsidiary of Pre-Merger 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.
20

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, Pre-Merger Mizuho Bank and Mizuho Corporate Bank merged, and Mizuho Corporate Bank,
the surviving company, changed its trade name to Mizuho Bank, Ltd. The purpose of the merger is to become
able to provide directly and promptly diverse and functional financial services to both Pre-Merger Mizuho Bankand Mizuho Corporate Bank customers, utilizing the current “strengths” and “advantages” of Pre-Merger Mizuho
Bank and Mizuho Corporate Bank, and to continue to improve customer services by further enhancing groupcollaboration among the banking, trust 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.
Principal Capital Expenditures and Divestitures
Since 2007, Pre-Merger Mizuho Bank has been purchasing common stock of Credit Saison from time totime, in furtherance of our aim to promote the alliance with Credit Saison. Pre-Merger Mizuho Bank and Mizuho
Corporate Bank together owned 13.36% of the total outstanding shares of common stock of Credit Saison as ofMarch 31, 2013.
Other Information
Our registered address is 5-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo 100-8333, Japan, and our telephone
number is 81-3-5224-1111.
4.B. Business Overview
GeneralWe engage in banking, trust banking, securities and other businesses related to financial services.
Banking Business: Mizuho Bank
Mizuho Bank provides a wide range of financial products and services mainly in relation to deposits,
lending and exchange settlement to individuals, SMEs, large corporations, financial institutions, public sector
entities and foreign corporations, including foreign subsidiaries of Japanese corporations. We maintain one of thelargest branch and ATM networks in Japan and a broad range of Internet banking services. We also maintain acomprehensive office network which covers major cities worldwide.
Banking Business
Mizuho Bank provides a wide range of financial products and services to individual and corporate
customers:•

Deposits; ordinary deposits, time deposits, foreign currency deposits, etc.

•

Lending; loans for working capital or capital expenditure of corporate customers, initiatives for strategic
financial raising such as syndicated loans, housing loans and card loans for individual customers, etc.

•

Domestic exchange settlement; exchange for remittance, credit to current accounts, money collection
services, etc.

•

Foreign exchange transaction services; various foreign exchange services relating to internationaltransactions such as imports, exports and foreign remittance, etc.

•

Other financial products and services
21

Trust Banking Business: Mizuho Trust & Banking
Mizuho Trust & Banking is a trust bank that provides individual and corporate customers with financial
services utilizing trusts. We provide our customers with distinct products and services developed based on our
specialized expertise, consulting capabilities and abundant know-how cultivated over the years. We meet ourcustomers’ needs by unifying the banking, trust banking and securities functions of the Mizuho group and aim to“become our customers’ medium- to long-term partner of choice by differentiating ourselves through theprovision of trust and asset management services that will be valued by our customers, utilizing the full strengthof our group.”
Asset Management BusinessWe provide mainly corporate customers with a wide range of services and solutions in the following
business areas:•real estate business, including real estate sales agent services and real estate securitizations;•structured product business, including securitization transactions that utilize trusts;•

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

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

asset administration business, including trustee services for investment trusts and management andadministration of investments in securities; and•equity strategy business, including acting as a stock transfer agent and providing advice on practicalissues related to stock.

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

consulting services regarding investment and management of customer assets;•businesses relating to the asset inheritance such as testamentary trusts;•

consulting services regarding apartment leasing business, providing apartment loans, etc.;•

deposits, investment trusts and other investment products that utilize trusts; and•real estate business such as brokerage of housing sales and land development.

OthersWe provide deposit and loan services to our corporate customers and engage in treasury business.
Securities Business: Mizuho Securities
Mizuho Securities, as the general securities company and investment bank of our group, closely collaborates
with Mizuho Bank, Mizuho Trust & Banking and other group companies and aims “to provide growth capitalthrough markets and contribute to the economic growth of Japan, Asia and the world through sound developmentof markets as a participant of financial and capital markets,” and “to become a company that supports its
customers to build up their assets and enhance their corporate value, and shares the joy with them.”
We provide one-stop financial services to customers by providing financial services at joint branches ofMizuho Securities and Mizuho Bank (called “Planet Booth”) as well as engaging in the financial products
brokerage business with Mizuho Bank and the trust agency business with Mizuho Trust & Banking.
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Investment Banking BusinessWe provide comprehensive support for customers in establishing their management strategies and financing
by engaging in businesses related to equity underwriting, support for initial public offerings, investor relations
consulting and provision of solutions such as advisory services for financial and capital strategies in addition to
the bond underwriting and structured finance businesses, regarding which we obtained the position of market
leader in Japan, and the mergers and acquisitions and financial advisory business, regarding which we established
a top-class market presence in Japan.
In addition, with an aim to provide advanced solutions in banking and securities business, we have also
introduced a double-hat structure with Mizuho Bank and meet our customers’ needs by unifying the banking,trust banking and securities functions of the Mizuho group.
Product Development and Sales BusinessIn the product development and sales business, we mainly engage in sales and trading of stocks and bonds,
research and funds (investment trusts) and offer value-added product solutions by providing quality information
in a timely manner in response to the various investment needs of domestic and overseas customers. We focus on
globally integrating our business by utilizing our network of overseas subsidiaries.
Other business related to financial services
We provide other financial services through major group companies.
Trust & Custody Services Bank
Trust & Custody Services Bank, Ltd., as a trust bank specialized in asset administration, provides a wide
range of products, including trust services and various custody services, to promptly meet the diversifying needsof customers such as financial institutions and institutional investors.
Mizuho Asset Management & DIAM
Mizuho Asset Management Co., Ltd. and DIAM Co., Ltd. (an equity method affiliate of ours), provide
quality products and services for our group companies and customers that reflect their respective strengths. Eachcompany offers a variety of investment trust products that meet the increasingly sophisticated and diverse needsof our customers.
Mizuho Research InstituteMizuho Research Institute Ltd. offers information and services mainly to corporations, financial institutions
and public sector entities to meet their increasingly diverse and sophisticated needs by integrating its research,funded research and membership services that provide various information related to, among others, managerial
and economic issues.
Mizuho Information & Research InstituteMizuho Information & Research Institute, Inc. mainly provides our corporate customers with the following
three services:•

system integration services;•

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

We provide customers with a combination of the above services to meet their respective needs.
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Mizuho Financial Strategy
Mizuho Financial Strategy engages in advisory services for financial institutions regarding their
management and revitalization of their borrowers.
Mizuho Private Wealth Management
Mizuho Private Wealth Management offers consulting services tailored to the needs of its ultra high net
worth customers. These services range from consulting on customers’ financial needs, such as wealthmanagement, arranging for business and assets succession and related services to advice on customers’
individual matters, including health of the customers themselves and family members and children’s education.
We were established ahead of other major Japanese financial groups under a financial holding company
structure in September 2000. Since an internal reorganization in April 2002, we have strived to enhance our
profitability by providing customers with quality financial services through mutual cooperation among ourlegally separate group companies based on customer segments and functions centered on the holding company.
In the fiscal year ended March 31, 2013, being the final year of the Mizuho’s Transformation Program, theMedium-term Management Policy, which started in May 2010, the Mizuho group has been making steadyprogress in the three initiatives: “Improving Profitability,” “Enhancing the Financial Base” and “Strengthening
Front-line Business Capabilities” in order to realize the “strengthening of the Group’s competitive advantage,”the “strengthening of the Group’s capital base and improvement of asset efficiency” and the “strengthening of theGroup’s front-line business capabilities through improving efficiency and optimization.” Consequently, weachieved all of the target figures in relation to “profitability,” “efficiency” and “soundness,” including
consolidated net income, expense ratio and capital adequacy ratio, except for the reduction target of our stock
portfolio. Regarding our stock portfolio, we reduced our portfolio by ¥491.3 billion on an acquisition cost basis,taking into account declines in book value due to impairments, or approximately ¥786.0 billion, including the
portion of our stock portfolio for which we received customer’s consent to sell, which represents an achievement
ratio of approximately 80% of our target of ¥1 trillion.
We launched our substantive one bank structure in April 2012 and implemented initiatives to realize
synergy effects preemptively and promptly in advance of the merger of Pre-Merger Mizuho Bank and Mizuho
Corporate Bank, which was completed in July 2013.
By completing a single bank and single securities structure through the merger of our securities subsidiaries
in January 2013 and the merger of Pre-Merger Mizuho Bank and Mizuho Corporate Bank in July 2013, we arestrengthening group cooperation among banking, trust banking, securities and other business areas. As well as
aiming to maximize group profitability, this will enable us to provide a wide range of seamless financial services
to our customers in a direct and timely manner.
Based on the benefits and challenges emerging through these actions and in response to structural andregulatory changes in the economy and society in both Japan and overseas, we have formulated a new medium–
term business plan for the three years from fiscal year 2013. This proactive business plan has been named the“One MIZUHO New Frontier Plan—Stepping up to the Next Challenge—,” and it aims to launch the new
Mizuho toward the “new frontier” of the next generation of finance.
We will (i) move to a new, advanced group management structure, which includes the single bank andsingle securities structure, (ii) develop a new corporate identity as part of our initiatives to form a common
corporate culture throughout the group, and (iii) position the One MIZUHO New Frontier Plan as one of the threepillars of our new group strategy. By doing this, we will further advance our business model toward the newfrontier of finance.
24

“One MIZUHO New Frontier Plan:—Stepping up to the Next Challenge—”
We commenced our new medium-term business plan for the three years from the fiscal year ending
March 31, 2014. We named this proactive business plan the “One MIZUHO New Frontier Plan—Stepping up to
the Next Challenge—,” and it aims to launch the new Mizuho toward the “new frontier” of the next generation offinance, in response to structural and regulatory changes in the economy and society both in Japan and overseas.
As part of this plan, we have developed five basic policies reflecting Mizuho’s vision for our future, thenecessary elements for the new frontier of finance, and our future direction based on an analysis of our current
situation, and also, adding more detail to these five basic policies, we have developed ten basic strategies interms of business strategy and management foundations as follows:
Mizuho’s Vision
As well as establishing a new, common corporate identity (further details below) for the group as part of ouractions toward forming a new, common corporate culture as we push forward toward the new Mizuho as a
unified group, we have developed the following vision for our future as part of our new corporate identity, andwe have set the same vision for our medium-term business plan:
The most trusted financial services group with a global presence and a broad customer base, contributing to
the prosperity of the world, Asia, and Japan.
•

The most trusted financial services group•

The best financial services provider•

The most cohesive financial services group

Five Basic Policies
Based on Mizuho’s vision, the necessary elements for the new frontier of finance, and our future direction
based on an analysis of Mizuho’s current situation, we have developed the following five basic policies as part ofthe medium-term business plan:•

Further develop integrated strategies across the group for each customer segment to respond to thediverse needs of our customers.

•

Contribute to sustainable development of the world and Japan by proactively responding to change.

•

Mizuho Means Asia: accelerate globalizations.

•

Build strong financial and management foundations to support the essence of Mizuho.

•

Form strong corporate governance and culture in the spirit of One MIZUHO.

Ten Basic Strategies
Adding more detail to the five basic policies under the medium-term business plan, we have also developed
ten basic strategies in terms of business strategy and management foundations as follows:Business Strategy•

Strengthen integrated financial services by unifying banking, trust banking and securities functions to
respond to finely delineated corporate and personal banking segments.

•

Perform consulting functions taking advantage of our industry and business knowledge and forwardlooking perspective.

•

Support formation of personal financial assets in Japan and invigorate their investment.
25•Strengthen proactive risk-taking functions for growth industries and corporations.

•

Strengthen and expand Asia-related business in Japan and on a global basis.

•

Cultivate multi-level transactions by capturing the accelerating global capital and trade flows.

Business Management, Management Foundations, etc.
•

Strengthen stable financial foundations based on abundant liquidity and appropriate capital levels.

•

Establish the optimal management foundations (human resources and business infrastructure) to support
business strategy.

•

Further strengthen proactive governance and risk management.

•

Embed the new Mizuho corporate identity toward forming a common culture throughout the group andtake actions toward being the best financial services provider.

Advanced Group Management Structure
In April 2013, we turned Mizuho Securities, which had been a consolidated subsidiary of Mizuho Financial
Group, into a directly- held subsidiary of Mizuho Financial Group, and moved to a new group capital structure
which places banking, trust banking, securities and other major group companies under the direct control of theholding company. Also, in July 2013, Pre-Merger Mizuho Bank and Mizuho Corporate Bank conducted theirmerger.
Further, from April 2013, for the purpose of promoting timely and unified group strategic planning under
the strong governance of the holding company, in addition to the strengthening of group governance, we moved
to a new group operational structure. Specifically, the executive officers in charge of corporate planning andmanagement at the holding company have been serving in four-way concurrent positions at Mizuho Financial
Group, Mizuho Bank, Mizuho Trust & Banking and Mizuho Securities, and also, we have clarified theirpositioning as the group chief officers. In addition, the holding company established ten business units and headoffice coordination division to determine strategies and initiatives across the group-wide banking, trust banking,securities and other business areas based on the ten business units across Pre-Merger Mizuho Bank and Mizuho
Corporate Bank under the substantive one bank structure. For further information about ten business units, See“Group Operations.”
We also established at the holding company five group strategy conferences concerning the strategies forretail (personal), wholesale (corporate), international (overseas), asset management, and markets as forums tocomprehensively deliberate on important matters in terms of group business strategy among units. With theestablishment of these strategy conferences, the existing three global groups were abolished.
New Mizuho Corporate Identity
As part of our actions toward establishing a common group culture, we have established a new Mizuho
corporate identity to push forward toward the new, unified Mizuho. The new Mizuho corporate identity consistsof the following components: “Corporate Philosophy: Mizuho’s fundamental approach to business activities,”“Vision: Mizuho’s vision for the Future” and “The Mizuho Values: The shared values and principles of Mizuho’s
people.”Brand Strategy
We have reviewed our brand strategy from the perspective of building the optimal brand for the new
Mizuho based on the move to our advanced group management structure and establishment of Mizuho’s
corporate identity. We will change our brand slogan from “Channel to Discovery” to “One MIZUHO: Building
the future with you.”26

Group Operations
New Group Operational Structure
As shown below, we moved to a new group operational structure under which we will be able to determine
strategy and initiatives and formulate business plans corresponding to each unit responsible for business strategy
promotion across group-wide banking, trust banking, securities and other business areas. We established ten
business units to determine strategy and initiatives across group-wide banking, trust banking, securities and otherbusiness areas based on the ten business units across Pre-Merger Mizuho Bank and Mizuho Corporate Bank
under the substantive one bank structure.
Personal Banking Unit
The Personal Banking Unit provides products and services to individuals.
In the asset management business area, we provide a range of financial products such as investment trusts
and individual insurance products to meet our customers’ needs.
We also handle trust products at Mizuho Bank branches and Mizuho Securities branches as agents ofMizuho Trust & Banking and provide trust-oriented services such as testimony trust and real estate related
services by setting up “Trust Lounge” in Mizuho Bank branches. We have 167 of Mizuho Securities “Planet
Booths,” which are located in the branches and offices of Mizuho Bank as of March 31, 2013, and we respond to
our customers’ needs relating to securities products.
With respect to loan business, we offer various products and services such as “Flat 35,” a housing loan
product with a fixed interest rate for a maximum of 35 years offered in cooperation with and securitized by theJapan Housing Finance Agency, in addition to our own housing loan products. Also, we provide “Captive Loans”
in cooperation with Orient Corporation and aim to improve customer convenience of “Mizuho Bank Card
Loans.”In addition to expanding our staffed branches throughout Japan (Mizuho Bank: 429, Mizuho Trust &Banking: 52, Mizuho Securities: 299 as of March 31, 2013) and our ATM network, we are enhancing ourInternet banking services and strengthening marketing by call centers.
We provide executives and employees of our corporate customers with products and services such as
opening new deposit accounts for salaries upon employment, housing loans and asset management services for
retirement allowances, etc.
We undertake the business related to lottery tickets, such as, the sales of lottery tickets issued by prefecturesand government-ordinance-designated cities.
Retail Banking Unit
The Retail Banking Unit provides products and services mainly to business owners, land owners, leaseholders, and SMEs.
We aim to be a “Long-term Business Partner” of our customers in relation to both corporate and individual
matters by providing comprehensive consulting services of business and assets inheritance and asset management
for business owners, landowners and lease holders, and by providing overall banking services for SMEs.
In addition, we stably supply customers with ample funds while securing appropriate levels of interest rates
in accordance with their risks, through concentrating our overall lending operations for small-scale companies in
Mizuho Business Financial Center, a subsidiary that specializes in making loans.
27

Corporate Banking Unit (Large Corporations)
The Corporate Banking Unit (Large Corporations) engages in relationship management for large
corporations and their affiliates in Japan.
By integrating the group’s specialty functions, including banking, trust banking and securities, and based on
our solid relationship with our domestic customers and utilizing our global industry knowledge, we offer a fullrange of financial solutions on a global basis to meet our customers’ needs in fund-raising, management andfinancial strategies.
Mizuho Bank and Mizuho Securities have introduced the double-hat structure in several offices in Japan.
Mizuho Bank and Mizuho Securities collaborate globally to implement our securities strategy on a global basis
and to provide our customers solutions based on their capital management, business strategy and financial
strategy.
Mizuho Bank and Mizuho Trust & Banking together provide solutions in relation to real estate (regarding
which we have a leading track record in Japan), pension, securitization of assets, securities management, stocktransfer agent, consulting, etc., to our customers’ diversified needs for investment and asset reduction.
Further, we are proactively providing risk money to develop next-generation industries and growthindustries.
Corporate Banking Unit
The Corporate Banking Unit provides products and services mainly to relatively larger SMEs (quasi listedcompanies).
We implement our consulting functions through unifying banking, trust banking and securities functions.
We provide a range of solution businesses in accordance with the growth strategy of our corporate customers: weprovide solutions for stable fund-raising, mergers and acquisitions and initial public offerings for customers intheir start-up or growth stages, and management buy-out, business inheritance, entry to new business andbusiness restructuring for customers in mature or transition stages.
With an aim to provide financial services together with sophisticated advisory that are appropriate in light ofthe customers’ business strategies, we respond to customers’ needs through various solution businesses such asoffering syndicated loans targeted at SMEs, advisory services related to overseas expansions, mergers andacquisitions-related services, business matching services. On top of this, we develop financial products brokeragebusiness and strengthen the initiatives to enhance customer base for trustee business for defined contribution
pension plans and support for start-up companies in cooperation with Mizuho Capital Co., Ltd.
Financial Institutions & Public Sector Business Unit
The Financial Institutions & Public Sector Business Unit provides products and services mainly to financial
institutions and central and local governments.
For financial institution customers in Japan, we offer advisory services and solutions, such as advice on
financial strategy and risk management, support for overseas business, support for revitalization of regional
economies, and proposals on various investment products, by concentrating our various financial expertise fromeach group company to meet the increasingly sophisticated and varied needs of customers.
For public sector entities, we provide comprehensive financial services that include funding support via thesubscription and underwriting of public bonds, cooperation between the public and private sectors, i.e., services
as a designated financial institution, PFI and PPP, and arrangement of syndicated loans.
28

Regarding our bond-related businesses, with our extensive experience and track record as a leading bank inthis area, we support our customers’ financing needs by underwriting bonds issued by public sector entities andworking as the commissioned bank or fiscal agent for bonds issued by corporations, financial institutions andpublic sector entities.
International Banking Unit
The International Banking Unit is responsible for business with non-Japanese companies and Japanesecompanies that conduct business overseas.
In this business area, we provide unified support both in Japan and overseas for our Japanese corporate
customers to expand their overseas operations. We do this by providing highly specialized services that use ouradvanced financial technologies and expertise. Particularly in the Asia region, we support Japanese corporate
customers in connection with their entry into these markets by offering advisory and other services. We also
actively promote business with non-Japanese corporate customers in various countries through our global
network.
Further, we actively implement initiatives to meet the diverse needs of our overseas customers in productareas such as project finance and trade finance.
We are expanding our overseas office network to strengthen our overseas support framework for ourcustomers.
In April 2012, Mizuho Corporate Bank established a representative office in Yangon in Myanmar. Myanmar
has been attracting increasing world attention due to its remarkable economic growth even compared to others
within the Greater Mekong Sub-region in recent years. In addition, we expanded the range of businesses that weare able to handle at the Yangon Representative Office in January 2013, on the back of the steady increase incustomers considering entering the Myanmar market or expanding their businesses there.
In April 2013, Mizuho Corporate Bank opened its Bangalore-Devanahalli Branch, which is the third branch
for us in India, following our branches in Mumbai and New Delhi. This is also the first branch for a JapaneseBank in the Bangalore area. Further, in January 2013, Mizuho Corporate Bank received formal approval from thelocal authorities to open a branch in Chennai. We are expanding our branch network in India to be able toprovide a range of banking services near our customers operating there.
In January 2013, Mizuho Corporate Bank (China), Ltd., a wholly-owned subsidiary of Mizuho Corporate
Bank, opened sub-branches in the Heping Distinct of Tianjin City and in Kunshan City in China. Further,Mizuho Corporate Bank (China) has obtained formal approval from the local authorities to prepare for openingof a branch in Hefei City in China.
We will continue to strengthen our overseas support framework through actions such as providing local
information and supplementing services by forming business alliances with government-affiliated organizations
and local financial institutions mainly in emerging nations where Japanese corporations are considering
expanding their businesses.
Investment Banking Unit
The Investment Banking Unit provides sophisticated financial solutions mainly in the business areas of
M&A, real estate, securitization, natural resource/infrastructure/energy and fund-raising support. We areresponding to the needs of our broad customer base such as multi-national companies and SMEs by unifying
banking, trust banking and securities functions, whereby, we aim to maximize customers’ satisfaction.
29

In the M&A business, with an aim to increase the corporate value of our customers, we offer sophisticated
M&A solutions mainly in relation to support for M&A strategies, such as cross-border M&A, businessinheritance and going private transactions.
In the real estate business, we, by taking full advantage of our knowledge and skills of real estate-related
project developed through the various deals we have arranged over the years, offer the best solutions such as
various financing methods by use of their real estate and real estate-related investment strategies.
In the securitization business, by arranging customers’ asset securitization, we satisfy their demands such as
diversification of fund-raising sources and improvement of financial indices through removing assets from theirbalance sheet.
In the natural resource/infrastructure/energy business, we provide various financial products and services
such as project finance deals that enable the procurement of long-term capital for natural resource development
abroad, the building of electric power generation projects and the construction of public infrastructure, support
for promoting the wider use of renewable energy and arrangement of PFI/PPP deals for financing transportationand other types of public infrastructure.
In the business area of support for fund-raising, we proactively provide a wide variety of fund-raisingrelated solutions in the syndicated loan market, debt capital markets and equity capital markets.
We are further expanding our range of services through cooperation with our group companies, including
Mizuho Corporate Advisory Co., Ltd. and Mizuho Capital Partners Co., Ltd.
Transaction Banking Unit
The Transaction Banking Unit engages in businesses related to domestic exchange settlement, foreignexchange, cash management, trade finance, yen correspondence settlement custody and stock transfer agent
services.
Mainly to corporate customers, we offer various financial services and products such as Internet banking,cash management solutions, Renminbi-denominated services and trade finance on a global basis.
For financial institution and institutional investors, we provide custody and yen correspondence settlement
services. In particular, we maintain a strong market position regarding our local custody services for nonJapanese residents.
With respect to trust banking business, we proactively engage in global custody services and securities agent
services.
We meet our customers’ needs by unifying banking, trust banking and securities functions.
Asset Management Unit
The Asset Management Unit provides products and services that correspond to the needs of a broadcustomer base ranging from individuals to institutional investors by unification of banking, trust banking andsecurities functions as well as the businesses of our asset management group companies through the synergy
effects arising from the integrated operation of the planning, development and sales of businesses relating to theasset management.
In the pension related business, we provide comprehensive pension proposals that include services andproducts related to defined contribution as well as defined benefit pension plans to meet the needs of customers
by collaborating with asset management group companies such as Mizuho Asset Management, DIAM andShinko Asset Management Co., Ltd. in promoting the business.
30

In the alternative investment business, we provide our customers with the most relevant products bycollaborating with our group companies, including Mizuho Alternative Investments, LLC in the United States,
Mizuho Global Alternative Investments, Ltd. in Tokyo, which selects and introduces hedge funds, etc., andEurekahedge Pte, LTD. in Singapore, which is our subsidiary providing hedge fund research and data services.
In addition, we develop global financial products by collaborating with BlackRock. Inc.
Market Unit
The Market Unit engages in the business of sales and trading of financial products related to, among others,interest rates, foreign exchange, commodities and credit, as well as investments in interest rates, equities, credit,etc.
We offer customers that have extensive overseas operations a range of market services through a network
covering international financial centers such as Tokyo, London, New York, Singapore, Hong Kong, Bangkok,
Seoul, Taipei and Shanghai. Moreover, we have systems for offering timely services under favorable conditions,
including 24-hours market-making capabilities relating to foreign exchange services.
We continue to enhance our portfolio management and diversify our investments to make our portfolio
more sound and profitable.
Competition
During the past several years, competition in the Japanese financial market has increased as the Japanese
government has enhanced deregulation, such as reducing the separation of banking, securities and insurance
businesses and promoting new entry into the financial businesses.
Our major competitors in Japan include:•

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

•

Other banking institutions: These include city banks, trust banks, regional banks, shinkin banks (orcredit associations), credit cooperatives, agricultural cooperatives, foreign banks and retail-oriented
online banks.

•

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
and other non-bank finance companies.

•

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

In global markets, we face competition with other commercial banks and other financial institutions,particularly major global banks and the leading 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 July 1, 2013): (i) ordinarybanks, of which there were 125 not including foreign commercial banks with banking operations in Japan; and(ii) trust banks, of which there were 16, including Japanese subsidiaries of foreign financial institutions andsubsidiaries of Japanese financial institutions.
31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 are basedin one of the prefectures of Japan and are generally much smaller in terms of total assets than city banks. In
recent years, some regional banks have allied with each other and formed holding companies to operate inseveral prefectures. Customers of regional banks, other than local retail customers, include mostly regional
enterprises and local public utilities, although regional banks also lend to large corporations. In addition to thesetypes of banks, new retail-oriented banks have emerged in recent years, including Internet banks and banks
specializing in placing their ATMs in convenience stores and supermarkets without maintaining a branch
network.
Trust banks, including Mizuho Trust & Banking, are engaged in trust services in relation to, among others,money trust, pension trust and real estate trust services, in addition to banking business.
As of July 1, 2013, there were 57 foreign banks operating banking businesses in Japan. These banks are
subject to a statutory framework similar to the regulations applicable to Japanese domestic banks. Their principal
sources of funds come from their overseas head offices or other branches.
A number of government financial institutions, organized in order to supplement the activities of the privatebanking institutions, 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 company 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 wastransferred 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. Privatization of the banking and insurance subsidiaries,
which was originally planned to be completed by 2017, was suspended in December 2009. In April 2012, a law
was enacted under which Japan Post was retransformed into a joint stock corporation holding three operatingcompanies in October 2012, and the deadline of the privatization of banking and insurance subsidiaries wasabolished and replaced with a statement that the privatization is to be conducted in the near future.
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.
32Supervision and Regulation
Japan
Pursuant to the Banking Law (Ginkou Hou) (Law No. 59 of 1981, as amended), the Prime Minister of Japan
has authority to supervise banks in Japan and delegates certain supervisory control over banks in Japan to theCommissioner of the Financial Services Agency. The Bank of Japan also has supervisory authority over banks inJapan, based primarily on its contractual agreements and transactions with the banks.
Financial Services Agency
Although the Prime Minister has supervisory authority over banks in Japan, except for matters prescribed bygovernment order, this authority is generally entrusted to the Commissioner of the Financial Services Agency.
Additionally, the position of Minister for Financial Services was established by the Cabinet to direct theCommissioner of the Financial Services Agency and to support the Prime Minister.
Under the Banking Law, the Prime Minister’s authority over banks and bank holding companies in Japan
extends to various areas, including granting and cancellation of licenses, ordering the suspension of business inwhole or in part and requiring submission of business reports or materials. Under the prompt corrective action
system, the Financial Services Agency, acting on behalf of the Prime Minister, may take corrective action in thecase of capital deterioration of banks, their subsidiaries and companies having special relationships prescribed by
the cabinet order. These actions include requiring a financial institution to formulate and implement reform
measures, requiring it to reduce assets or take other specific actions and issuing an order to suspend all or part ofits business operations.
Under the prompt warning system introduced in December 2002, the Financial Services Agency may takeprecautionary measures to maintain and promote the sound operations of financial institutions, even before thosefinancial institutions become subject to the prompt corrective action system. These measures require a financial
institution to reform profitability, credit risk management, stability and cash flow.
The Bank of JapanThe Bank of Japan is Japan’s central bank and serves as the principal instrument for the execution ofJapan’s monetary policy. The principal measures by which the Bank of Japan implements monetary policy are
the adjustment of its discount rate, its operations in the open market and the imposition of deposit reserve
requirements. Banks in Japan are allowed to obtain borrowings from, and 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 Law authorizes the Prime Minister to inspect banks and bank holding companies in Japan at
any time. By evaluating banks’ systems of self-assessment, auditing their accounts and reviewing theircompliance with laws and regulations, the Financial Services Agency monitors the financial soundness of banks,
including the status and performance of their control systems for business activities. The inspection of banks is
performed pursuant to a Financial Inspection Manual published by the Financial Services Agency. Currently, theFinancial Services Agency takes the “better regulation” approach in its financial regulation and supervision. Thisconsists of four pillars: optimal combination of rules-based and principles-based supervisory approaches; timely
recognition of priority issues and effective response; encouraging voluntary efforts by financial institutions andplacing greater emphasis on providing them with incentives; and improving the transparency and predictability of33

regulatory actions, in pursuit of improvement of the quality of financial regulation and supervision. In addition toindividual financial institutions, the Financial Services Agency also supervises financial groups as financial
conglomerates based on its Guidelines for Financial Conglomerates Supervision that focus on management,
financial soundness and operational appropriateness of a financial conglomerate as a whole.
The Bank of Japan also conducts examinations of banks similar to those undertaken by the Financial
Services Agency. The examinations are normally conducted once every few years, and involve such matters as
examining asset quality, risk management and reliability of operations. Through these examinations, the Bank ofJapan seeks to identify problems at an early stage and give corrective guidance where necessary.
In addition, the Securities and Exchange Surveillance Commission examines banks in connection with theirfinancial instruments business activities in accordance with the Financial Instruments and Exchange Law ofJapan (Kinyu Shouhin Torihiki Hou) (Law No. 25 of 1948, as amended).
Examination and Reporting Applicable to Shareholders
Under the Banking Law, a person who intends to hold 20% (in certain exceptional cases, 15%) or more of
the voting rights of a bank is required to obtain prior approval of the Commissioner of the Financial Services
Agency. In addition, the Financial Services Agency may request reports or submission of materials from, or
inspect, any principal shareholder who holds 20% (in certain exceptional cases, 15%) or more of the voting rights
of a bank, if necessary in order to secure the sound and appropriate operation of the business of such bank. Under
limited circumstances, the Financial Services Agency may order such principal shareholder to take suchmeasures as the Financial Services Agency deems necessary.
Furthermore, under the Banking Law, any person who becomes a holder of more than 5% of the voting
rights of a bank holding company or bank must report its ownership of voting rights to the director of the relevant
local finance bureau within five business days. In addition, a similar report must be made in respect of any
subsequent change of 1% or more in any previously reported holding or any change in material matters set forthin reports previously filed, with some exceptions.
Deposit Insurance System
Under the Deposit Insurance Law (Yokin Hoken Hou) (Law No. 34 of 1971, as amended), depositors areprotected through the Deposit Insurance Corporation in cases where financial institutions fail to meet their
obligations. The Deposit Insurance Corporation is supervised by the Prime Minister and the Minister of Finance.
Subject to limited exceptions, the Prime Minister’s authority is entrusted to the Commissioner of the Financial
Services Agency.
The Deposit Insurance Corporation receives annual insurance premiums from insured banks, the amount of
which is, from April 2010, equivalent to 0.107% of the amount of deposits that bear no interest, are redeemableupon demand and are used by depositors primarily for payment and settlement purposes, and 0.082% of theamount of other deposits. However, for the fiscal year ended March 31, 2013, because there were no insuredbank failures, the insurance premium rate of 0.089% for deposits that bear no interest, are redeemable upon
demand and are used by depositors primarily for payment and settlement purposes and the insurance premium
rate of 0.068% for other deposits were applied retroactively from the beginning of such fiscal year, and theamount paid in excess of such rates was reimbursed to insured banks without interest.
The insurance money may be paid out in case of a suspension of deposits repayments, banking license
revocation, dissolution or bankruptcy of the bank. Pay outs are generally limited to a maximum of ¥10 million 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.
34

Participation in the deposit insurance system is compulsory for city banks (including Mizuho Bank),
regional banks, long-term credit banks, trust banks (including Mizuho Trust & Banking), credit associations andco-operatives, labor banks and other financial institutions.
Governmental Measures to Treat Troubled Institutions
Under the Deposit Insurance Law, a Financial Reorganization Administrator can be appointed by the Prime
Minister if the bank is unable to fully perform its obligations with its assets or may suspend or has suspended
repayment of deposits. The Financial Reorganization Administrator will take control of the assets of the bank,dispose of the assets and search for another institution willing to take over its business. Its business may also betransferred to a “bridge bank” established by the Deposit Insurance Corporation for the purpose of the temporary
maintenance and continuation of operations of these types of institutions, and the bridge bank will seek totransfer the bank’s assets to another financial institution or dissolve the bank. The financial aid provided by the
Deposit Insurance Corporation 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 loan, 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 determine 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; (ii) if the bank may suspend or has suspended repayment of deposits or is unable to fully perform its
obligations with its assets, financial aid exceeding the pay-off cost may be available to such bank; and (iii) if thebank may suspend or has suspended repayment of deposits and is unable to fully perform its obligations with its
assets, and the systemic risk cannot be avoided by the measure mentioned in (ii) above, the Deposit Insurance
Corporation may acquire all of the bank’s shares. The expenses for implementation of the above measures will beborne 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, by certain amendments to the Deposit Insurance Law (the “Amended Deposit
Insurance Law”) that were promulgated in June 2013 and are scheduled to become effective before March 2014,a new resolution regime will be introduced in Japan.
Although the further details of the new resolution regime will require implementing ordinances which have
not yet been published, under the new resolution regime stipulated in the amendments to Deposit Insurance Law,financial institutions including banks, insurance companies and securities companies and their holding
companies will be subject to the regime.
Further, under the new resolution regime, among other things, (i) where the Prime Minister recognizes thatthe failure of a financial institution which falls into either of (a) or (b) below may cause significant disruption in
the financial markets or other financial systems in Japan without taking any of the measures described in(a) (specified item 1 measures)(tokutei dai ichigo sochi) or the measures described in (b) (specified item 2
measures)(tokutei dai nigo sochi), the Prime Minister may make determination (specified determination)(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 and35the management and disposal of assets of that financial institution (tokubetsu kanshi), and may provide it withloans or guarantees necessary to avoid the risk of significant disruption in the financial systems in Japan (shikinno kashitsuke nado), or subscribe for shares or subordinated bonds of, or lend subordinated loans to the financial
institutions (tokutei kabushiki nado no hikiuke nado), in each case to be taken as necessary taking into
consideration of the financial conditions of the financial institution; and (b) if the financial institution is or is
likely to be unable to fully perform its obligations with its assets or has suspended or is likely to suspend
repayment of its obligations, the Deposit Insurance Corporation shall supervise that financial institution(tokubetsu kanshi), and may provide financial aid necessary to assist merger, business transfer, corporate split orother reorganization in respect to such failed financial institution (tokutei shikin enjo); and (ii) the Prime Ministermust make determinations as to the capital treatment of the preferred shares, subordinated bonds or loans issued
or entered into by such financial institution, prior to making determination that it is necessary to take themeasures set out in (i)(a) or (b) above (but limited only to cases as set forth in implementing ordinances toestablished pursuant to the Amended Deposit Insurance Law). The expenses for implementation of the measures
under this regime will be borne by the financial industry, with an exception under which the Government ofJapan may provide partial subsidies for such expenses. If a measure set out in (i)(b) above is determined to betaken with respect to a financial institution, the Prime Minister may order that the financial institution’s operation
and assets be under the control of the Deposit Insurance Corporation. The business or liabilities of the financial
institution subject to the supervision (tokubetsu kanshi) 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
the temporary 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 (i)(b) may
take the form of a monetary grant, loan or deposit of funds, purchase of assets, guarantee or assumption of debts,
subscription of preferred stock or subordinated bonds, lending of subordinated loan, or loss sharing.
Recovery and Resolution Plan
In November 2012, the Financial Stability Board published the latest list of global systemically importantfinancial institutions (G-SIFIs). The list is annually updated by the Financial Stability Board each November, andthe list as of November 2012 includes us. A recovery and resolution plan must be put in place for each G-SIFI,and be regularly reviewed and updated. In Japan, under the Comprehensive Guidelines for Supervision of
Financial Instruments Business Operators, etc., as part of crisis management, financial institutions identified as
G-SIFIs must prepare and submit a recovery plan, which includes the triggers to implement the recovery plan andan analysis of recovery options, to the Financial Services Agency, and the Financial Services Agency must
prepare a resolution plan for each G-SIFI.
Capital Injection by the Government
The Strengthening Financial Functions Law (Kinyu Kinou no Kyouka no tame no Tokubetsu Sochi ni
kansuru Houritsu) (Law No. 128 of 2004) was enacted on June 18, 2004 in order to establish a scheme of publicmoney injection into financial institutions and thereby enhance the soundness of such financial institutions on or
prior to March 31, 2008 and revitalize economic activities in the regions where they do business. On
December 17, 2008, certain amendments to the Strengthening Financial Functions Law took effect. These
amendments relaxed certain requirements for public money injection into Japanese banks and bank holding
companies and other financial institutions under the prior scheme and extended the period of application therefor,which had expired on March 31, 2008, to March 31, 2012. These amendments aim to promote not only thesoundness of such financial institutions but also 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. None of the financial institutions within the Mizuho groupare subject to such special exceptions.
36Bank Holding Companies
Under the Banking Law, a bank holding company is prohibited from carrying out businesses other thanadministrating the businesses of its subsidiaries and matters incidental to such businesses. Business activities for
subsidiaries of bank holding companies are limited to finance-related businesses and incidental businesses.
The Anti-Monopoly Law (Shiteki Dokusen no Kinshi oyobi Kousei Torihiki no Kakuho ni kansuru Houritsu)(Law No. 54 of 1947, as amended) prohibits a bank from holding more than 5% of another company’s voting
rights. This does not apply to a bank holding company, although the bank holding company is subject to generalshareholding restrictions under the Anti-Monopoly Law. The Banking Law does, however, prohibit a bankholding company and its subsidiaries, on an aggregate basis, from holding more than 15% (in contrast to 5% in
the case of a bank and its subsidiaries) of the voting rights of certain types of companies not permitted to become
subsidiaries of bank holding companies.
Financial Instruments and Exchange Law
The Financial Instruments and Exchange Law (Kinyu Shouhin Torihiki Hou) requires Mizuho Financial
Group to file with the Director General of the Kanto Local Finance Bureau an annual securities report including
consolidated and non-consolidated financial statements in respect of each financial period, supplemented byquarterly and extraordinary reports.
Under the Financial Instruments and Exchange Law, registered Financial Instruments Business Operators(kinyu-shouhin torihiki gyousha), such as Mizuho Securities, as well as Registered Financial Institutions (touroku
kinyu kikan), such as Mizuho Bank 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 adelivery of explanatory documents to such customers prior to and upon the conclusion of transactional agreements.
Financial Instrument Business Operators and Registered Financial Institutions are subject to the supervisionof the Financial Services Agency pursuant to delegation by the Prime Minister of Japan. Some of the supervisory
authority of the Financial Services Agency is further delegated to the Securities and Exchange SurveillanceCommission, which exercises its supervisory power over such registered institutions by conducting site
inspections and requesting information necessary for such inspections. Non-compliance or interference with suchinspection may result in such registrants being subject to criminal penalty under the Financial Instruments andExchange Law.
Certain amendments to the Financial Instruments and Exchange Law and the Banking Law, which cameinto effect on June 1, 2009, revamped the firewall regulations regarding the holding of concurrent offices or posts
among banks, securities firms and insurance firms and required banks, securities firms and insurance firms toestablish systems for managing conflicts of interest in order to protect customers’ interests and expanded thetypes of business services that banks and certain other financial firms can provide.
Sales of Financial Products
As a result of financial deregulation, more financial products, including highly structured and complicatedproducts, can now be more freely marketed to customers. In response to this, the Law of Sales of Financial
Products (Kinyu Shouhin no Hanbai tou ni kansuru Houritsu) (Law No. 101 of 2000, as amended), effective from
April 2001, introduced measures to protect financial service customers by: requiring financial service providers
to provide customers with certain important information, including risks with respect to deficit of principal
associated with the financial products they offer and any restrictions on the period for exercising rights or theperiod for rescission, unless the customers fall within the ambit of 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.
37

Self-Assessment and Reserves
The prompt corrective action system requires financial institutions to establish a self-assessment programthat complies with the Inspection Manual issued by the Financial Services Agency and related laws such as the
Financial Reconstruction Law (Kinyu Kinou no Saisei no tameno Kinkyu Sochi ni kansuru Houritsu) (Law
No. 132 of 1998, as amended). Financial institutions are required to analyze their assets, giving due considerationto accounting principles and other applicable rules and to classify their assets into four categories according toasset recovery risk and risk of impairment based on the classification of the obligor (normal obligors, watch
obligors, intensive control obligors, substantially bankrupt obligors and bankrupt obligors) taking into accountthe likelihood of repayment and the risk of impairment to the value of the assets. The results of self-assessment
should be reflected in the write-off and allowance according to the standard established by financial institutions
pursuant to the guidelines issued by the Japanese Institute of Certified Public Accountants and Inspection Manualissued by the Financial Services Agency. Based on the results of the self-assessment, financial institutions may
establish reserve amounts for their loan portfolio as may be considered adequate at the relevant balance sheet
date, even if all or part of such reserves may not be immediately tax deductible under Japanese tax law.
Based on the accounting standards for banks issued by the Japanese Bankers Association, a bank is required
to establish general reserves, specific reserves and reserves for probable losses on loans relating to restructuring
countries.
Credit Limits
The Banking Law restricts the aggregate amount of loans to any single customer or customer group for the
purposes of avoiding excessive concentration of credit risks and promoting the fair and extensive utilization ofbank credit. The limits applicable to a bank holding company and bank with respect to their aggregate lending to
any single customer or customer group are established by a cabinet order and by the Banking Law. The current
limits are, in case of a single customer, 25%, and in case of a customer group, 40% of the total qualifying capitalwith certain adjustments of the bank holding company or bank and its subsidiaries and affiliates. In April 2013,
the Financial Services Agency announced that the current credit limit restrictions will be tightened in line with
the international standards, by, among other things, reducing the credit limit applicable to a customer group from
40% to 25% of the total qualifying capital with certain adjustments of the bank holding company or bank and its
subsidiaries and affiliates. The amended credit limit restrictions are expected to be implemented by December,
2014.
Restriction on Shareholdings
The Law Concerning Restriction on Shareholdings by Banks (Ginkou tou no Kabushiki tou no Hoyu no
Seigen tou ni kansuru Houritsu) (Law No. 131 of 2001, as amended) requires Japanese banks (including bankholding companies) and their subsidiaries to limit the aggregate market value (excluding unrealized gains, if any)of their holdings in equity securities to an amount equal to 100% of their Tier 1 capital in order to reduce
exposure to stock price fluctuations.
Share Purchase Program
The Banks’ Shareholdings Purchase Corporation was established in January 2002 in order to purchaseshares from banks and other financial institutions until September 30, 2006 pursuant to the Law Concerning
Restriction on Shareholdings by Banks. Bank’s 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, 2017. The Bank’s
Shareholdings Purchase Corporation purchased ¥907.4 billion of shares during the period from March 12, 2009
through May 31, 2013. The Bank’s Shareholdings Purchase Corporation will dispose of the purchased shares byMarch 31, 2027 by taking into consideration the effects on the stock market.
38

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 generally will not sell thepurchased shares until March 31, 2014. The Bank of Japan will dispose of the purchased shares by September 30,
2019 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, 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 text presents thedetails of global regulatory standards on bank capital adequacy and liquidity. The rules text sets out higher andbetter-quality capital, better risk coverage, the introduction of a leverage ratio as a backstop to the risk-based
requirement, measures to promote the build up of capital that can be drawn down in periods of stress, and theintroduction of two global liquidity standards. For further information of the two global liquidity standards, see“Liquidity” below.
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 and nonconsolidated basis for banks with international operations, such as Mizuho Bank, or on a consolidated basis forbank holding companies with international operations, such as Mizuho Financial Group. Within the minimum
capital adequacy ratio, the Common Equity Tier 1 capital requirement is 3.5%, which will be raised in phases to
4.5% when fully effective in March 2015, and the Tier 1 capital requirement is 4.5%, which will be raised inphases to 6% when fully effective in March 2015.
Japanese banks with only domestic operations and bank holding companies the subsidiaries of which
operate only within Japan are subject to Japanese capital adequacy requirements that are similar to those
discussed above, except that those banks and bank holding companies are required to have a minimum capital
adequacy ratio of 4%, at least half of which must consist of Tier 1 capital, and are not required to apply capitalcharges to their market risks. Under the revised capital adequacy guidelines that will be applied from March 31,
2014, those banks and bank holding companies will be required to have a minimum Core Capital of 4%, and will
become required to apply capital charges to their market risks as in the case of banks 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
39

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. These regulatory adjustments based on the
Basel III rules will begin at 20% of the required deductions in the calculation of Common Equity Tier 1 capital in
March 2014 and will be increased by 20% increments per year through March 2018 when the regulatory
adjustments reach 100%.
The revised capital adequacy guidelines related to other requirements under the Basel III rules, such as thecapital conservation buffer, have not yet been published.
Under the capital adequacy guidelines, banks and bank holding companies are required to measure andapply capital charges with respect to their credit risks, market risks and operational risks.
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.
For further information of the Capital Adequacy, see “Item 5. Operating and Financial Review andProspects—Capital Adequacy—Regulatory Capital Requirements.”
Liquidity
Two minimum standards for funding liquidity will be introduced. The liquidity coverage ratio (“LCR”) isintended to promote resilience to potential liquidity disruptions over a 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 Group of Governors and Heads of Supervisionagreed on a revised LCR standard on January 6, 2013, and the Basel Committee on Banking Supervision issued
the text of the revised LCR standard on January 7, 2013. In accordance with the revised LCR standard, the stockof unencumbered HQLA is to comprise “Level 1” assets, which include cash, central bank reserves and certain
marketable securities backed by sovereigns 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 will be
subject to certain haircuts based on types of securities and credit ratings. The revised LCR standard is subject tophase-in arrangements pursuant to which the LCR is to be introduced on January 1, 2015 with a minimum
requirement of 60%, rising in equal annual steps of 10 percentage points to reach 100% on January 1, 2019. The
net stable funding ratio (“NSFR”) requires a minimum amount of stable sources of funding at a bank relative tothe 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. A minimum standard for NSFR, including any revision, will be
introduced in January 2018. The Basel Committee on Banking Supervision will put in place rigorous reporting
processes to monitor the ratios during the observation period that began in 2011.
Protection of Personal Information
The Personal Information Protection Law (Kojin Jouhou no Hogo ni kansuru Houritsu) (Law No. 57 of2003, as amended) and related guidelines impose various requirements on businesses, including us, that use
databases containing personal information, such as appropriate custody of such information and restrictions on
information sharing with third parties. Non-compliance with the order issued by the Financial Services Agency totake necessary measures to comply with the law will subject us to criminal and/or administrative sanctions.
Prevention of Money Laundering
Under the Law Preventing Transfer of Profits Generated from Crime (Hanzai ni yoru Syueki no Iten Boushi
ni kansuru Houritsu) (Law No. 22 of 2007, as amended), which addresses money laundering and terrorism
40

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.
Law Concerning Protection of Depositors from Illegal Withdrawals Made by Forged or Stolen Cards
The Law Concerning Protection of Depositors from Illegal Withdrawals Made by Forged or Stolen Cards(Gizou Kaado tou oyobi Tounan Kaado tou wo Mochiite Okonawareru Fuseina Kikaishiki Yochokin
Haraimodoshi tou karano Yochokinsha no Hogo tou ni kansuru Houritsu) (Law No. 94 of 2005, 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
and Los Angeles branches and Houston and Atlanta representative offices. We also own one bank in the
United States, Mizuho Corporate Bank (USA), as well as controlling interests in several other subsidiaries,
including Mizuho Trust & Banking Co. (USA), which is engaged primarily in the trust and custody business, andMizuho Securities USA Inc., a U.S. broker dealer engaged in the securities business.
The USA PATRIOT Act of 2001 (the “PATRIOT Act”) contains measures to prevent, detect and prosecute
terrorism and international money laundering by imposing significant compliance and due diligence obligations,creating new crimes and penalties and expanding the extraterritorial jurisdiction of the United States. The
enactment of the PATRIOT Act and other events have resulted in heightened scrutiny of compliance with the
Bank Secrecy Act and anti-money laundering rules by federal and state regulatory and law enforcement
authorities.
Mizuho Financial Group and Mizuho Bank are financial holding companies (“FHCs”), and Mizuho Trust &Banking is a bank holding company, within the meaning of the U.S. Bank Holding Company Act of 1956, as
amended (the “BHCA”), and are subject to regulation and supervision thereunder by the Board of Governors of
the Federal Reserve System (the “Federal Reserve Board”). As a matter of law, these three companies are
expected to act as a source of financial strength to Mizuho Bank (USA) and Mizuho Trust & Banking Co. (USA).
The BHCA generally prohibits us from acquiring, directly or indirectly, the ownership or control of more than
5% of any class of voting shares of any company engaged in the United States in activities other than banking or
activities that are financial in nature or incidental or complementary to financial activity. This general prohibitionis subject to certain exceptions, including an exception that permits us to acquire up to 100% of the votinginterests in any company engaged in nonfinancial activities under our merchant banking authority. In addition,
U.S. regulatory approval is generally required for us to acquire more than 5% of any class of voting shares of aU.S. bank, savings association or bank holding company.
Mizuho Financial Group and Mizuho Corporate Bank, now Mizuho Bank, became FHCs in December 2006.
FHC status under the BHCA permits banking groups in the United States to engage in comprehensive investmentbanking businesses, such as the underwriting of and dealing in corporate bonds, equities and other types of
securities. FHC status enables our group to promote our investment banking business on a broader basis in the
United States.
As a financial holding company, we are also subject to additional regulatory requirements. For example, weand each of our U.S. insured depository institution subsidiaries with operations in the United States must be“well capitalized,” meaning a Tier 1 risk-based capital ratio of at least 6% and a total risk-based capital ratio of41

at least 10%. We and each of our U.S. insured depository institution subsidiaries must also be “well managed,”
including that they maintain examination ratings that are at least satisfactory. Further, Mizuho Financial Groupand Mizuho Bank must also meet such capital standards as calculated under its home country standards (whichmust be comparable to the capital required for a U.S. bank) and must be well managed under standards
comparable to those required for a U.S. bank. Failure to comply with such requirements would require us toprepare a remediation plan, and we would not be able to undertake new business activities or acquisitions basedon our status as a financial holding company 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 federal bank regulatory agency that charters and regulates national banks and federal branches and agencies
of foreign banks. Each branch and representative office in the United States of Mizuho Bank is state-licensed.
Under U.S. federal banking laws, state-licensed branches and agencies of foreign banks may engage only inactivities that would be permissible for their federally-licensed counterparts, unless the Federal Reserve Board
determines that the additional activity is consistent with sound practices. U.S. federal banking laws also subject
state-licensed branches and agencies to the single-borrower lending limits that apply to federal branches andagencies, which generally are the same as the lending limits applicable to national banks, but are based on thecapital 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 as well as by the Federal Reserve Board. Except for a prohibition
on such branch accepting retail deposits, a state-licensed branch generally has the same powers as a statechartered bank in such state. New York State has an asset pledge requirement for branches equal to the greater 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 a cap of $100
million. The New York State Department of Financial Services may require higher amounts for supervisory
reasons. Each U.S. branch and representative office of Mizuho Bank is subject to regulation and examination by
the state banking authority of the state in which it is located.
The deposits of Mizuho Corporate Bank (USA) are insured by the Federal Deposit Insurance Corporation(FDIC), and it is a state-chartered bank that is a member of the Federal Reserve System. As such, Mizuho
Corporate Bank (USA) is subject to regulation, supervision and examination by the Federal Reserve Board andthe New York State Department of Financial Services, as well as to relevant FDIC regulation.
The deposits of Mizuho Trust & Banking Co. (USA) are also FDIC-insured, and it is a state-chartered bankand trust company that is not a member of the Federal Reserve System. As such, Mizuho Trust & Banking Co.
(USA) is subject to regulation, supervision and examination by the FDIC and the New York State Department of
Financial Services.
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 (the “Dodd Frank Act”), was signed into law by President Obamaon July 21, 2010. Among other things, the Dodd-Frank Act directs the federal banking regulators to establish
minimum leverage and risk-based capital requirements for insured depository institutions and depository
institution holding companies.
42

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 greater than $50 billion in consolidated assets. In imposing suchheightened 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 bank holding organization is subject to comparable home country standards.
On December 14, 2012, the Federal Reserve Board proposed regulations that would impose enhanced prudential
standards on the foreign banking organization it supervises, such as Mizuho Bank, and would extend in some
aspects to the foreign banking organizations’ parent companies, such as us. In particular, under the proposal, theU.S. branches of foreign banking organizations would also be subject to liquidity, single counterparty credit
limits and, in certain circumstances, asset maintenance requirements. In addition, we may be required to create aseparately 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 other enhanced prudential standards on an IHC
consolidated basis.
Under the so-called “Volcker Rule” provisions of the Dodd-Frank Act, insured depository institutions;insured depository institution holding companies; non-U.S. banks with branches in the United States, such as
Mizuho Bank; and affiliates and subsidiaries of such entities (collectively, “banking entities”) will be prohibitedfrom engaging in proprietary trading or from investing in or sponsoring private equity or hedge funds, subject tocertain limited exceptions. The Volcker Rule became effective on July 21, 2012, kicking off a two-year
conformance period. Banking entities are expected to bring their activities and investments into compliance by
July 21, 2014, absent an extension by the Federal Reserve Board. The Volcker Rule is highly complex and many
aspects remain unclear, and the U.S. banking and financial agencies are expected to issue final implementing
regulations in 2013. Accordingly, the full impact of the Volcker Rule on our business will not be known withcertainty until final regulations have been adopted.
The Dodd-Frank Act also provides an extensive framework for the regulation of over-the-counter (“OTC”)
derivatives, including mandatory clearing and transaction reporting of certain OTC derivatives. In addition,
entities that are swap dealers, security-based swap dealers, major swap participants, or major security-based swap
participants are required to register with the SEC or the U.S. Commodity Futures Trading Commission (the“CFTC”), or both, and comply with capital, margin, business conduct, recordkeeping, and other requirements
applicable to such entities. Under the so-called swap “push-out” provisions of the Dodd-Frank Act, thederivatives activities of U.S. banks and U.S. branch offices of foreign banks will be restricted, which may
necessitate changes to how we conduct our derivatives activities. On June 5, 2013, the Federal Reserve Board
approved an interim final rule clarifying the treatment of uninsured U.S. branches and agencies of foreign banks
under this “push-out” provision. The interim final rule clarified that uninsured U.S. branches and agencies offoreign banks will be treated as insured depository institutions with respect to this “push-out” provision,
including eligibility for a transition period of up to 24 months to comply and for certain statutory exceptions. Theinterim final rule is effective as of June 5, 2013.
The CFTC and SEC have not yet finalized many of the regulations under the Dodd-Frank Act relating to
OTC derivatives, including regulations and guidance with respect to the extraterritorial application of many
provisions. As a result, the effects of such unfinalized provisions could vary depending on the final rules andguidance adopted.
Mizuho Capital Markets Corporation and Mizuho Securities USA are registered with the CFTC as swap
dealers as a result of their swap activities with US persons. As a result, Mizuho Capital Markets Corporation andMizuho Securities USA are subject to certain entity-level and transaction-level regulation by the CFTC,
including with respect to recordkeeping, reporting, risk management, clearing, trade execution, and internal andexternal business conduct standards, and will become subject to additional regulations under the Dodd-Frank Act
as such regulations go into effect in 2013 or following adoption of additional applicable regulations by the CFTC
and/or SEC.
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Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act
Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 (“Section 219”) added
Section 13(r) to the U.S. Securities Exchange Act of 1934, requiring each SEC reporting issuer to disclose in its
annual and, if applicable, quarterly reports whether it or any of its affiliates have knowingly engaged in specified
activities, transactions or dealings relating to Iran or with the Government of Iran or certain designated persons or
entities involved in terrorism or the proliferation of weapons of mass destruction during the period covered bysuch filing. Section 219 requires disclosure even of certain activities not prohibited by U.S. or other law and evenif such activities were conducted outside the United States by non-U.S. affiliates in compliance with local law.
Our affiliate Mizuho Bank (including when operating as Mizuho Corporate Bank prior to its merger with thePre-merger 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 has dedicated substantial resources to this effort. In that context, and only
after confirming that such transactions did not involve prohibited or sanctionable activity under U.S. or othereconomic sanctions, non-U.S. branches of Mizuho Bank, which at the time was named Mizuho Corporate Bank,
engaged in a limited number of activities reportable under Section 219 during the period covered by this annual
report, as described below. No U.S. branches of Mizuho Bank were involved in any of these activities.
Legacy Guarantees and Loan Obligations
During the period covered by this disclosure, Mizuho Bank was party to three legacy counter guarantees that wereopened in connection with activities of its customers for the benefit of Iranian banks. When such guarantees wereentered into, the banks in question had not been designated under U.S. Executive Orders (“E.O.”) 13224 or 13382,
although they were subsequently so designated. Mizuho Bank maintained these guarantees post-designation only after
confirming that such transactions did not involve prohibited or sanctionable activity under U.S. or other economic
sanctions and after obtaining licenses issued by Japan’s Ministry of Finance where necessary. As contractual
obligations, these guarantees cannot be exited by Mizuho Bank unilaterally until there is full performance under thecontract that is supported by the counter guarantees. In the fiscal year ended March 31, 2013, Mizuho Bank received
fees of approximately $8,000 attributable to these guarantees and net profits of less than that amount. Mizuho Bank
cancelled one of these counter guarantees during the fiscal year ended March 31, 2013 and continues to seek toterminate the remaining two. Mizuho Bank has no intention to enter into any further similar guarantees.
In addition, Mizuho Bank acted as an administrative agent under a syndicated loan extended to an Iranianbank that was later designated under E.O. 13382. Mizuho Bank transferred a repayment from this Iranian bank in
the fiscal year ended March 31, 2013, in accordance with applicable laws and regulations. The loan expired in2013 upon repayment of the debt and its transfer to the lender. Mizuho Bank also acted as a sub-participant inanother syndicated loan extended to an Iranian petrochemical company owned by the Government of Iran but notdesignated under E.O. 13224 and 13382. The loan expired in 2012 upon repayment of the debt in accordancewith applicable laws and regulations. During the fiscal year ended March 31, 2013, Mizuho Bank received grossrevenue of approximately $3,000 and net profits of less than that amount attributable to these syndicated loans.
Mizuho Bank does not intend to enter into any further similar loans.
Activities through Correspondent Banking Accounts
In the fiscal year ended March 31, 2013, Mizuho Bank conducted a limited number of transfers throughaccounts it maintains for or at a limited number of Iranian banks designated under E.O. 13224 or 13382 and alimited number of other banks related to the Government of Iran. Mizuho Bank processed these transfers only
after confirming that such transactions did not involve prohibited or sanctionable activity under U.S. or othereconomic sanctions and obtaining licenses issued by Japan’s Ministry of Finance where necessary. Estimatedgross revenue to Mizuho Bank in the fiscal year ended March 31, 2013 attributable to this activity wasapproximately $2,000, with the net profit of less than that amount. Mizuho Bank will continue processing
44

transfers through these accounts only under the limited circumstances where the transfer would conform to
Mizuho Bank’s 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.
4.C. Organizational Structure
The following diagram shows our basic corporate structure as of March 31, 2013:
Mizuho Financial Group, Inc.

Global Corporate Group

Global Retail Group

Mizuho Corporate
Bank, Ltd.

Mizuho Bank, Ltd.

Global Asset and WealthManagement Group

Other subsidiaries

Mizuho Trust &Banking Co., Ltd.

Mizuho Financial
Strategy Co., Ltd.

Mizuho Private
WealthManagement Co.,Ltd.

Mizuho ResearchInstitute Ltd.

Trust & Custody
Services Bank, Ltd.

Mizuho Securities Co., Ltd.(1)Mizuho Information& ResearchInstitute, Inc.

Two asset
managementcompanies(2)Notes:(1) Mizuho Securities and Mizuho Investors Securities which belonged to the Global Corporate Group and the
Global Retail Group respectively, merged in January 2013. The new Mizuho Securities belongs to both the
Global Corporate Group and the Global Retail Group.
(2) Two asset management companies consist of Mizuho Asset Management and DIAM. DIAM, in which wehave a 50.0% equity interest, is an equity-method affiliate of ours.
Beginning on April 1, 2013, we moved to a new group operational structure and established ten business
units such as personal banking unit, retail banking unit, corporate banking unit, etc., and head-office coordination
divisions to determine strategies and initiatives across the group-wide banking, trust banking, securities and otherbusiness areas, based on the ten business units across Pre-Merger Mizuho Bank and Mizuho Corporate Bank
under the “substantive one bank” structure, and the existing three global groups were abolished.
In February 2013, we announced that Pre-Merger Mizuho Bank and Mizuho Corporate Bank signed amerger agreement, and on July 1, 2013, we conducted the merger.

45

The following table sets forth information with respect to our principal consolidated subsidiaries as ofMarch 31, 2013:
Proportion ofownership
interest(%)

Proportion of
votinginterest(%)

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

100.0%
100.0
95.8
100.0
54.0
98.7

100.0%
100.0
95.8
100.0
54.0
98.7

98.6

98.6

91.5

91.5

Japan

Information
technology
Consulting

100.0

100.0

Japan
Japan
Japan
Japan

Consulting
Factoring
Credit guarantee
Venture capital

100.0
100.0
100.0
50.0

100.0
100.0
100.0
50.0

Japan

Pension planrelated business

60.0

60.0

Switzerland
U.S.A.
China
U.S.A.

Trust and banking
Derivatives
Banking
Banking

100.0
100.0
100.0
100.0

100.0
100.0
100.0
100.0

Netherlands

Banking andsecurities
Securities andbanking
Securities

100.0

100.0

100.0

100.0

100.0

100.0

Trust and banking
Trust and banking
Banking

100.0
100.0
99.0

100.0
100.0
99.0

Name

Country oforganization

Domestic
Mizuho Bank, Ltd.(1) . . . . . . . . . . . . . . . . .
Mizuho Corporate Bank, Ltd.(1) . . . . . . . . .
Mizuho Securities Co., Ltd. . . . . . . . . . . . .
Mizuho Trust & Banking Co., Ltd. . . . . . .
Trust & Custody Services Bank, Ltd. . . . .
Mizuho Asset Management Co., Ltd. . . . .

Japan
Japan
Japan
Japan
Japan
Japan

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

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

JapanMizuho Financial Strategy Co., Ltd. . . . . .
Mizuho Private Wealth Management Co.,
Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mizuho Factors, Limited . . . . . . . . . . . . . .
Mizuho Credit Guarantee Co., Ltd. . . . . . .
Mizuho Capital Co., Ltd. . . . . . . . . . . . . . .
Defined Contribution Plan Services Co.,
Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Overseas
Mizuho Bank (Switzerland) Ltd . . . . . . . .
Mizuho Capital Markets Corporation . . . .
Mizuho Corporate Bank (China), Ltd. . . .
Mizuho Corporate Bank (USA) . . . . . . . . .
Mizuho Corporate Bank Nederland
N.V. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mizuho International plc . . . . . . . . . . . . . .

U.K.

Mizuho Securities USA Inc. . . . . . . . . . . .
Mizuho Trust & Banking (Luxembourg)
S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mizuho Trust & Banking Co. (USA) . . . .
PT. Bank Mizuho Indonesia . . . . . . . . . . .

U.S.A.
Luxembourg
U.S.A.
Indonesia

Main business

Note:(1) In February 2013, we announced that Pre-Merger Mizuho Bank and Mizuho Corporate Bank signed amerger agreement, and on July 1, 2013, we conducted the merger.

46

4.D. Property, Plant and Equipment
The following table shows the breakdown of our premises and equipment at cost as of March 31, 2012 and2013:
At March 31,
2012
2013
(in millions of yen)

Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 271,083 ¥ 268,948
Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
735,188743,473
Equipment and furniture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
480,068
418,647
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
89,20090,306
Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,57523,875
Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
668,448657,702
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Accumulated depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . .

2,255,562
1,150,693

2,202,951
1,110,962

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

¥1,104,869¥1,091,989

Our head office is located at 5-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo, Japan with 14,134 square
meters of office space. The headquarter buildings of Mizuho Financial Group, Mizuho Corporate Bank andPre-Merger Mizuho Bank are each leased from third parties.
The total area of land related to our material office and other properties at March 31, 2013 wasapproximately 750,000 square meters for owned land and approximately 16,000 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.

47

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

48
60
63
75
86
89
100
101
108
112
112
113

Overview
The Mizuho GroupWe provide a broad range of financial services in domestic and overseas markets. The 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, SMEs, large corporations, financial institutions, public
sector entities and foreign corporations, including foreign subsidiaries 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.
In November 2011, we announced that we determined to conduct a merger between Pre-Merger Mizuho
Bank and Mizuho Corporate Bank by around the end of the first half of the fiscal year ending March 31, 2014, on
the assumption that, among other things, filings will have been made to and permission will have been obtained
from the relevant authorities in Japan and any foreign countries, and signed a memorandum of understanding for
further consideration and discussion of the details. Through the merger, we aim to become able to provide
directly and promptly diverse and functional financial services to customers of Pre-Merger Mizuho Bank andMizuho Corporate Bank, to continue to improve customer services by further enhancing group-wide
collaboration among the banking, trust and securities functions, and to realize further enhancement of theconsolidation of group-wide business operations and optimization of management resources by strengthening48

group governance and improving group management efficiency. In addition to the merger, we announced that wewould consider the possibility of an integration that includes Mizuho Trust & Banking. In April 2012, we
integrated various business functions of Pre-Merger Mizuho Bank and Mizuho Corporate Bank prior to theeffective date of the merger and implemented the “substantive one bank” structure, which included establishing a
new organizational structure by unifying and reorganizing certain units, in order to realize the synergy effects ofthe merger as early as possible and ultimately to enhance our group profitability. In February 2013, weannounced that Pre-Merger Mizuho Bank and Mizuho Corporate Bank signed a merger agreement, and on July 1,
2013, we conducted the merger.
In May 2012, we announced that Mizuho Securities and Mizuho Investors Securities signed a merger
agreement, and on January 4, 2013, we conducted the merger. The merger is intended to enhance our retailsecurities business in Japan, rationalize and streamline management infrastructure, and provide securities
functions in a unified manner through a single full-line securities company.
In December 2012, we announced that we determined to turn Mizuho Securities into a directly-heldsubsidiary of Mizuho Financial Group and to conduct a transformation into a new group management structure,
which enables each business strategy promotion unit to pursue planning and promotion of a group-wide strategy
across the banking, trust and securities functions and other business areas, on the assumption that the change andthe transformation will have been approved at the general meeting of shareholders of each of Pre-merger Mizuho
Bank and Mizuho Corporate Bank, and among other things, filings will have been made to, and permission will
have been obtained from, the relevant authorities in Japan and any foreign countries. On April 1, 2013, we turned
Mizuho Securities into a directly-held subsidiary of Mizuho Financial Group.
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;•

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 Loan Losses
Provision (credit) for loan losses is charged against (or credited to) income to keep the allowance for loan
losses at a level that is appropriate to absorb probable losses inherent in the credit portfolio. For a description of
the approach and methodology used to establish the allowance for loan losses, see “—Financial Condition—
Allowance for loan losses.”Noninterest Income
Noninterest income consists mainly of fees and commissions, investment gains (losses)—net, trading
account gains (losses)—net and foreign exchange gains (losses)—net.
49

Fees and commissions include the following:•

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

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

fees and commissions from remittance business, including service charges for domestic andinternational funds transfers and collections;•trust fees, including trust fees earned primarily through fiduciary asset management and administration
services for corporate pension plans and investment funds; and•fees for other customer services, including fees related to our agency businesses, such as administration
fees related to Japan’s principal public lottery program, as well as guarantee fees and others.

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 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 weseek to capture gains arising from short-term changes in market value. Trading account gains (losses)—net also
include gains and losses related to changes in the fair value of derivatives and other financial instruments not
eligible for hedge accounting under U.S. GAAP that are utilized to offset mainly interest rate risk related to ourvarious assets and liabilities, as well as gains and losses related to changes in the fair value of foreign currencydenominated available-for-sale securities that are elected for fair value treatment under ASC 825. For further
information on the fair value option, see note 27 to our consolidated financial statements included elsewhere inthis annual report.
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 fees 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 fees and commission expenses are fees and commission expenses for
remittance services, which mainly include commission expenses paid in connection with remittance transactions
and securities-related businesses, which mainly include transactions costs such as brokerage fees paid.
50

Operating Environment
We operate principally in Japan, and our performance has generally tracked the macro economy of Japan.
Since the fiscal year ended March 31, 2008, the global economy has weakened due mainly to the effects of the
global financial market turmoil. The global economy continued to worsen in the fiscal year ended March 31,
2009, and financial results in the financial and industrial sectors deteriorated significantly. However, the global
economy emerged from its worst and maintained a gradual recovery in the fiscal year ended March 31, 2010. In
the fiscal year ended March 31, 2011, the global economy generally continued on a gradual recovery while thefiscal problems faced by certain countries in Europe became an increasing cause for concern. The recovery
remained weak during the fiscal year ended March 31, 2012 due to destabilization of the international financial
and capital markets caused by the fiscal problems in Europe.
In the fiscal year ended March 31, 2013, despite the continuing weakness in the recovery of the global
economy and the further slowdown of the economy being felt particularly in Europe and China last summer,
there are visible signs of recovery as concerns over the Euro region’s debt problems have been eased to somedegree. In the United States, gradual recovery in the economy appears to be continuing, while the risk of aslackening in the economy remains with the budget sequestration set in motion in March 2013 as part of a largescale austerity measure known as the “fiscal cliff.” In Europe, the economy is gradually slowing down, with thefiscal problems experienced by certain countries impacting the real economy. Although the concerns in thefinancial markets have eased to some degree due to such measures as the establishment of the European Stability
Mechanism, it is expected that the circumstances continue in which a reduced budget may result in an economic
slowdown or political instability, particularly among southern European countries, and it is difficult to predict theeffects on the global economy. In Asia, although the economy was slowing as a whole, with the impact including
the decline in exports to Europe, mainly ASEAN countries are showing a gradual economic recovery due mainly
to increased public investments. However, in China, the pace of the economic recovery has been slow against the
backdrop of the remaining downward pressure from inventory adjustment and a weak economic recovery in the
major industrialized countries, and developments in real estate prices and export levels merit continued
monitoring. In Japan, although the economy had long showed little improvement with decreased exports andproduction following the slowdown in overseas economies, there are visible signs of a gradual recovery. There
have been significant changes in the Japanese political and economic situation since the Liberal Democratic
Party’s landslide victory in the Lower House elections last November upon which the president of the party,
Shinzo Abe, was nominated as the Prime Minister. Prime Minister Abe announced his “three-arrows strategy,” or“Abenomics,” consisting of an aggressive monetary policy, flexible fiscal policy and growth strategies that
promote private investment. As for the future direction of the economy, while there are causes for concern, suchas the downturn in overseas economies, which pose a risk of acting as a drag on economic growth, there areprospects for the economy to be back on course for recovery due mainly to the improved export situation
following the depreciation of the yen against other currencies and the effects of economic measures implemented
by the new government and the Bank of Japan’s monetary policies led by Haruhiko Kuroda, the new governor of
the Bank of Japan.
Key indicators of Japanese economic conditions in recent periods include the following:•

Japan’s real gross domestic product on a year-on-year basis decreased by 3.7% and 2.0% in the fiscal
years ended March 31, 2009 and 2010, respectively, and increased by 3.4%, 0.2% and 1.2% in the fiscal
years ended March 31, 2011, 2012 and 2013, respectively. Japan’s real gross domestic product on aquarterly basis, compared to the corresponding period of the previous year, increased consecutively
from the first quarter of calendar 2012 through the first quarter of calendar 2013. The Japanese
government stated in its monthly economic report in January 2013 that “while the Japanese economy
shows weakness recently, signs of bottoming out can be seen in some areas.” The report in February
2013 strengthened the positive tone and stated that “the Japanese economy is bottoming out, while
weakness can be seen in some areas,” and in March and April 2013, it stated that “the Japanese
economy is showing movements of picking up recently, while weakness can be seen in some areas.”
Furthermore, in May 2013, it stated that “the Japanese economy is picking up slowly,” and in June51

2013, it stated that “the Japanese economy is picking up steadily.” Japan’s core nationwide consumer
price index increased by 1.2% in the fiscal year ended March 31, 2009 but decreased by 1.6% and 0.8%
in the fiscal years ended March 31, 2010 and 2011, respectively, and the index was unchanged in thefiscal year ended March 31, 2012, but decreased again by 0.2% in the fiscal year ended March 31, 2013
compared to the previous year. The Japanese government has been stating in its monthly economic
reports from November 2009 onwards that the Japanese economy is in a mild deflationary phase, but thereport in May 2013 began to state that “signs of change can be seen in some areas recently.”
The following chart shows the growth rates of Japan’s gross domestic product on a year-on-year basis
and Japan’s core nationwide consumer price indices from the first quarter of 2008 through the firstquarter of 2013:
(%)

(%)

GDP and Consumer Price Index

8

3.0

6
2.0

4
2

1.0

0
-2

0.0

-4
-1.0

-6
-8

-2.0
GDP growth rate (year-on-year basis) (left)-10Core consumer price index growth rate (right)-12

1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q
Calendar 2008•

Calendar 2009

Calendar 2010

Calendar 2011

Calendar 2012

-3.0

Calendar2013

In October 2010, the Bank of Japan lowered its target for the uncollateralized overnight call rate from
0.1% to “around 0 to 0.1%,” which has since remained unchanged. In April 2013, the Bank of Japanannounced that it would change the main operating target for money market operations from theuncollateralized overnight call rate to the monetary base, which is to be increased at an annual pace ofabout ¥60-70 trillion. In December 2009, the Bank of Japan announced that it would provide
approximately ¥10 trillion in short-term funds to commercial banks at a low fixed rate, in order to boost
liquidity and recover stability in the financial markets, and increased the amount to approximately¥20 trillion and ¥30 trillion in March and August 2010, respectively. These measures were succeeded byan asset purchase program of approximately ¥35 trillion established by the Bank of Japan in October
2010, and it gradually increased the amount of the asset purchase program, mainly for the purchase ofrisk assets, to approximately ¥101 trillion by December 2012. In June 2010, the Bank of Japanannounced that it would establish a “Growth-Supporting Funding Facility,” a fund-provisioning
measure under which it would provide long-term funds to financial institutions at a low fixed rate inorder to support the strengthening of the foundations for economic growth, and in June 2011, it alsoannounced that it would establish a new line of credit to financial institutions for making equity
investments and lending against liquid assets as collateral in order to further encourage financial
institutions’ efforts to support economic growth. In February 2012, the Bank of Japan announced that it
would pursue a “price stability goal in the medium to long term,” under which it would aim to maintaininflation at a rate consistent with price stability that is sustainable in the medium to long term, andprovisionally set the goal at 1%. In March 2012, the Bank of Japan announced that it would establish
special rules for a new arrangement for loans for small-lot investments and loans that had not been
deemed eligible in the rules settled in June 2011 mentioned above, and it also announced that it would
establish special rules for a new arrangement for U.S. dollar loans for investments and loans52denominated in foreign currencies. In October 2012, the Bank of Japan announced that it would
establish a “Stimulating Bank Lending Facility,” a fund-provisioning measure under which it would
provide long-term funds at a low interest rate, without any limit, to financial institutions at their request.
In January 2013, the Bank of Japan announced that it would set a “price stability target” at 2% in termsof the year-on-year rate of change in the consumer price index and introduced the “open-ended asset
purchasing method” under the asset purchase program, pursuant to which financial assets will bepurchased on a monthly basis without setting any termination date, for the purpose of taking additional
steps to provide monetary accommodation decisively. Furthermore, the Japanese government and the
Bank of Japan released a joint statement that they would strengthen their policy coordination and work
together in order to overcome deflation early and achieve sustainable economic growth with pricestability. In April 2013, the Bank of Japan announced that it would introduce the “quantitative andqualitative monetary easing” to enter a new phase of monetary easing both in terms of quantity andquality, and that it would continue with the quantitative and qualitative monetary easing which aims toachieve the price stability target of 2% until that target is maintained in a stable manner. Under thequantitative and qualitative monetary easing, the Bank of Japan would change the main operating target
for monetary market operations from the uncollateralized overnight call rate to the monetary base, as
mentioned above. In addition, the Bank of Japan would expand the purchases of the Japanese
government bonds, with all maturities including 40-year bonds, to be increased at an annual pace ofabout ¥50 trillion and terminate the asset purchase program which would be absorbed into thosepurchases of the bonds. Furthermore, the Bank of Japan announced that it would expand the purchasesof ETFs and Japan real estate investment trusts so that their amounts outstanding would be increased at
an annual pace of ¥1 trillion and ¥30 billion, respectively.
The following charts show movements in long-term rates from January 2010 to June 2013, represented
by the yield on newly issued 10-year Japanese government bonds, and in short-term interest rates fromJanuary 2010 to June 2013, represented by the three-month Tokyo interbank offered rate, or TIBOR,
and the uncollateralized overnight call rate used in the interbank market:
Long-term Interest Rate

(%)
1.6

Newly issued 10-year Japanese government bonds

1.4
1.2
1.0
0.8
0.6
0.4
0.2
0.0
Jan '10

Apr '10

Jul '10

Oct '10Jan '11

Apr '11Jul '11

Oct '1153

Jan '12

Apr '12Jul '12

Oct '12Jan '13

Apr '13

Short-term Interest Rates
(%)

0.95
0.90
0.85
0.80
0.75
0.70
0.65
0.60
0.55
0.50
0.45
0.40

Three-month TIBOR

0.35
0.30
0.25
0.20
0.15
0.10
0.05

Uncollateralized overnight call rate

0.00
-0.05
Jan '10

Apr '10

Jul '10

Oct '10Jan '11

Apr '11Jul '11

Oct '11Jan '12

Apr '12Jul '12

Oct '12Jan '13

Apr '13•

According to the Bank of Japan, the aggregate monthly average balance of bank loans compared withthat of the previous year started to increase in August 2005. The growth generally peaked in
December 2008, and the aggregate monthly average balance of bank loans began showing a declining
trend beginning December 2009. Thereafter, it again started to increase in October 2011.

•

The CDS index called Markit iTraxx Japan, which is composed of 50 of the most liquid investment
grade CDSs for Japanese entities, fell to 113.9 basis points as of March 29, 2013 from 154.5 basis points
as of March 30, 2012, and fell to 110.7 basis points as of June 28, 2013. For information on financialtransactions for hedging in relation to credit derivatives, see “Item 3.D. Key Information—Risk
Factors—Risks Relating to Our Business—Financial transactions entered into for hedging and othersimilar purposes could adversely affect our financial condition and results of operations.”•

According to Teikoku Databank, a Japanese research institution, there were approximately
11,500 corporate bankruptcies in the fiscal year ended March 31, 2011, involving approximately¥4.6 trillion in total liabilities, approximately 11,400 corporate bankruptcies in the fiscal year ended
March 31, 2012, involving approximately ¥3.9 trillion in total liabilities, and approximately
10,700 corporate bankruptcies in the fiscal year ended March 31, 2013, involving approximately¥2.9 trillion in total liabilities. The number of corporate bankruptcies decreased from a year earlier for
the fourth consecutive year, and the amount of total liabilities marked the lowest level in the past ten
years.

•

According to the Tokyo Stock Exchange, or the TSE, the aggregate ordinary profits and net income of
all companies listed on the TSE with a March 31 fiscal year end, excluding financial institutions andcompanies newly listed during the relevant fiscal year, decreased from ¥26.3 trillion and ¥12.0 trillion,
respectively, for the fiscal year ended March 31, 2011, to ¥22.1 trillion and ¥8.9 trillion, respectively,
for the fiscal year ended March 31, 2012, and increased to ¥23.5 trillion and ¥10.4 trillion, respectively,
for the fiscal year ended March 31, 2013.

54•

According to the Bank of Japan, total financial assets of households increased from ¥1,500.1 trillion asof March 31, 2011 to ¥1,516.6 trillion as of March 31, 2012 and increased to ¥1,570.6 trillion as ofMarch 31, 2013. The following chart shows the amount of total financial assets of households andbreakdown based on type of financial asset as of the ends of the first quarter of 2009 through thefirst quarter of 2013:
Financial Assets of Households(Trillions of yen)
1600

64

65

63

61

63

425

424

422

418

416

417

100

98

94

101

91

89

48

54

56

43

43

60

69

62

61

61

418

419

418

63

60

61

60

61

62

417

418

423

422

425

62

1400

1200

426

1000

84

800

43

57

60

56

59

43

42

42

41

429

433
Others

100

105

104

95

61

62

63

55

40

38

37

36

94

106

98

94

54

59

56

56

35

35

34

33

105

124

61

71

32

32

Insurance and pension
reserves

Shares and other
equity investments

Investment trust
beneficiary certificates600
Bonds (excluding
investment trusts)

400

793

803

797

810

805

813

807

821

815

828

822

837

833

843

838

854

848
Currency and Deposits

200

0
1Q

2Q

3Q

Calendar 2009

4Q

1Q

2Q

3Q

Calendar 2010

4Q

1Q

2Q

3Q

Calendar 2011

55

4Q

1Q

2Q

3Q

Calendar 2012

4Q

1Q
Calendar2013

•

The Nikkei Stock Average, which is an average of the price of 225 stocks listed on the Tokyo Stock
Exchange, decreased by 12.0% to ¥9,755.10 during the fiscal year ended March 31, 2011, but increasedby 3.4% to ¥10,083.56 during the fiscal year ended March 31, 2012, followed by a 23.0% increase to¥12,397.91 during the fiscal year ended March 31, 2013. Thereafter, the Nikkei Stock Averageincreased to ¥13,677.32 as of June 28, 2013. The following chart shows the daily closing price of the
Nikkei Stock Average from January 2010 to June 2013:
Nikkei Stock Average(Yen)
18,00016,00014,00012,00010,000
8,000
6,000
4,000
2,000
0
Jan '10•

Apr '10

Jul '10

Oct '10Jan '11

Apr '11Jul '11

Oct '11Jan '12

Apr '12Jul '12

Oct '12Jan '13

Apr '13The Japanese yen to U.S. dollar spot exchange rate, according to the Bank of Japan, was ¥82.84 to $1.00 asof March 31, 2011, ¥82.17 to $1.00 as of March 30, 2012 and ¥94.04 to $1.00 as of March 29, 2013.
Thereafter, the yen weakened to ¥98.83 to $1.00 as of June 28, 2013. The following chart shows the yen/dollar spot rate of 5 p.m. Tokyo time published by the Bank of Japan from January 2010 to June 2013:
Yen/Dollar Spot Rate
(Yen per dollar)
115
110
105
100
95
90
85
80
75
Jan '10 Apr '10 Jul '10 Oct '10 Jan '11 Apr '11 Jul '11 Oct '11 Jan '12 Apr '12 Jul '12 Oct '12 Jan '13 Apr '13

56•

According to the Ministry of Land, Infrastructure, Transport and Tourism of Japan, housing starts inJapan decreased by 25.4% in the fiscal year ended March 31, 2010 and increased by 5.6%, 2.7% and6.2% in the fiscal years ended March 31, 2011, 2012 and 2013, respectively.

•

According to the Ministry of Land, Infrastructure, Transport and Tourism of Japan, the average
published land prices in Japan rose by 0.1% during calendar year 2006, which was the first increase in
16 years, and rose again by 1.3% during calendar year 2007, but decreased by 3.2%, 4.2%, 2.7%, 2.3%
and 1.6% during calendar years 2008, 2009, 2010, 2011 and 2012, respectively.

Capital Improvements
All yen figures in this subsection are truncated.
We have been implementing “disciplined capital management” by pursuing the optimal balance between“strengthening of stable capital base” and “steady returns to shareholders” as described below.
Strengthening of Our Stable Capital BaseIn the fiscal year ended March 31, 2013, we strengthened our capital base mainly as a result of earning¥560.5 billion of consolidated net income (under Japanese GAAP).
With respect to redemptions of previously issued securities, since April 2012, we have made redemptions ofvarious securities that qualify as Tier 1 and Tier 2 capital under Basel II upon the arrival of their respective early
optional redemption dates. In June 2012, we redeemed ¥171.0 billion of non-dilutive Tier 1 preferred securities
that were issued by our overseas special purpose company in February 2002. In July 2013, we acquired andsubsequently cancelled all ¥36.9 billion of the shares of the thirteenth series class XIII preferred stock. With
respect to Tier 2 capital, in October 2012, we redeemed ¥53.0 billion of dated subordinated bonds that were
issued by Pre-Merger Mizuho Bank in October 2009.
With respect to new issuances, in June 2012, Pre-Merger Mizuho Bank issued ¥47.0 billion of dated
subordinated bonds through public offerings to wholesale investors in Japan. In July 2012, our overseas special
purpose company issued $1.5 billion of dated subordinated bonds. In October 2012, Pre-Merger Mizuho Bank
issued ¥80.0 billion of dated subordinated bonds through a public offering in Japan.
The new capital regulations under Basel III were implemented beginning March 31, 2013. Our Common
Equity Tier 1 capital ratio under Basel III as of March 31, 2013 was 8.16%. We estimate that it was above our
mid-8% level target after including the outstanding balance of the eleventh series class XI preferred stock(¥340.6 billion as of March 31, 2013) that will become mandatorily converted into common stock, and will thus
be fully recognized as Common Equity Tier 1 capital, by July 2016. We aim to increase our Common Equity
Tier 1 capital ratio under Basel III stably to 8% or higher (fully-effective basis, including the outstanding balanceof the eleventh series class XI preferred stock) by March 31, 2016. We believe that we will be able to secure asufficient Common Equity Tier 1 capital ratio under Basel III as of March 31, 2019 when it becomes fully
effective pursuant to its phase-in implementation. The foregoing target is based on publicly-available materials
that have been issued so far.
The foregoing statements include forward-looking statements and are subject to risks, uncertainties andassumptions. See “Forward-looking Statements” and “Item 3.D. Key Information—Risk Factors.”
Steady Returns to Shareholders
We paid cash dividends with respect to the fiscal year ended March 31, 2013 of ¥6 per share of common
stock (including interim dividend payments of ¥3), unchanged from those in the previous fiscal year.
57

Business Trends
Based on our current operating environment and management focus, we believe that the trends that are mostsignificant to our current and future results of operations include the following:
Loans and Deposits
Loan volume
Our total loan balance increased on a year-on-year basis in the fiscal year ended March 31, 2013 due mainly
to an increase in overseas loans. The increase in overseas loans was due mainly to increases in loans tocommercial and industrial, mainly in Asia, and the translation impact of the depreciation of the yen against othermajor currencies.
Margins between loans and deposits
In April 2013, the Bank of Japan announced that it would introduce the “quantitative and qualitative
monetary easing” to enter a new phase of monetary easing both in terms of quantity and quality, while it
maintained its target for the uncollateralized overnight call rate at “around 0 to 0.1%,” which has remained
unchanged since October 2010. Reflecting a decline in yen interest rate levels, the average yield on domesticloans decreased from 1.31% in the fiscal year ended March 31, 2012 to 1.27% in the fiscal year ended March 31,
2013, and the average rate on domestic interest-bearing deposits decreased from 0.09% to 0.08%.
Provision (credit) for loan losses
We recorded a provision for loan losses of ¥140 billion in the fiscal year ended March 31, 2013 compared toa credit for loan losses of ¥23 billion in the fiscal year ended March 31, 2012. The change was due primarily to
an increase in allowance for loan losses as a result of an increase in foreign impaired loans that required anallowance for loan losses and of increased estimated loss reflecting changes in business environment surrounding
some domestic obligors, offset in part by the effects of the continuing gradual recovery of the Japanese economy
as described in “—Overview—Operating Environment.” The amount of provision for loan losses in future fiscal
years will depend largely on trends in the credit quality of borrowers, which in turn will be affected by thedomestic and global economic environment and other factors, and changes in the value of collateral on our loans.
Fees and Commissions
For the fiscal year ended March 31, 2012, fees and commissions were ¥575 billion, a slight decrease
compared to the fiscal year ended March 31, 2011 due mainly to a decline in commissions such as brokeragecommissions and underwriting and selling fees at Mizuho Securities caused by the downturn in the stock market,
offset in part by an increase in noninterest income from overseas business, income associated with sales ofinvestment trusts and individual annuities to individual customers and solution-related income from corporate
customers. For the fiscal year ended March 31, 2013, fees and commissions increased by ¥38 billion from theprevious fiscal year to ¥613 billion due mainly to an increase in fees and commissions from securities-related
business, such as those related to equity securities transactions, investment trust and individual annuities as aresult of a recovery of the stock markets, and an increase in fees and commissions from deposits, debentures andlending business, such as those associated with domestic syndicated loans.
Debt and Equity Securities Portfolio
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 also hold some credit and alternative investments for the purpose of diversifying our risks and expanding our
income sources.
58

Increases in long-term interest rates generally lead to a decline in the fair value of our portfolio of debt
securities, a vast majority of which consists of Japanese government bonds. As of March 31, 2013, we had a total of¥36,275 billion of available-for-sale debt securities within our investments, of which ¥30,783 billion was Japanese
government bonds. Changes in fair value of such available-for-sale debt securities are reflected in accumulated
other comprehensive income, net of tax in equity or, in the case of other-than-temporary impairments, charged toincome as an impairment loss. We had ¥38,467 billion and ¥36,275 billion of available-for-sale debt securities as ofMarch 31, 2012 and 2013, respectively, and unrealized gains of ¥62 billion and ¥148 billion were reflected inaccumulated other comprehensive income, net of tax as of such dates, respectively. We earned investment gains
related to bonds of ¥42 billion in the fiscal year ended March 31, 2012 and ¥91 billion in the fiscal year ended
March 31, 2013. The increase in investment gains related to bonds was due mainly to an increase in gains related tosales of Japanese government bonds as a result of declining yen interest rates. As the Bank of Japan announced a“price stability target” of 2% in January 2013 and the changes in interest rates that could result may have asubstantial impact on the value of our Japanese government bond portfolio, in order to prepare for the risk of sudden
and significant future interest rate rise, we continue to manage our Japanese government bond portfolio
conservatively by managing the average remaining period of our portfolio and strengthening risk management
including through the use of internal stress tests.
Because the size of our portfolio of marketable equity securities is substantial, we are subject tosignificant equity market risk, as increases in unrealized gains and losses related to changes in the fair value ofavailable-for-sale marketable equity securities are reflected in accumulated other comprehensive income, netof tax in equity or, in the case of other-than-temporary impairments to fair value, charged to income as an
impairment loss. As of March 31, 2011, 2012 and 2013, we recorded net unrealized gains related tomarketable equity securities of ¥914 billion, ¥960 billion and ¥1,440 billion, respectively, in accumulated
other comprehensive income, net of tax in equity. For the fiscal years ended March 31, 2011, 2012 and 2013,
impairment losses on available-for-sale securities were ¥77 billion, ¥117 billion and ¥76 billion, respectively,of which impairment losses on marketable equity securities were ¥65 billion, ¥110 billion and ¥72 billion,
respectively. The decrease in impairment losses on marketable equity securities in the fiscal year ended
March 31, 2013 was due mainly to a recovery of the stock markets during such fiscal year. Following our
initiatives for reducing the size of our stock portfolio under our Medium-term Management Policy named the“Transformation Program” for the three fiscal years ended March 31, 2013, as described in“Item 4.B. Information on the Company—Business Overview,” we will continue the initiatives under our new
medium-term business plan named “One MIZUHO New Frontier Plan” that will be in force for three years
beginning the fiscal year ending March 31, 2014, primarily through the sales of the stocks for which we
received customers’ consents to sell, based on a recognition that it is one of our most important management
issues.
Costs and Expenses
In the fiscal year ended March 31, 2013, general and administrative expenses decreased by ¥37 billion fromthe previous fiscal year to ¥440 billion due mainly to our continuous group-wide cost reduction efforts. In thefiscal year ended March 31, 2013, salaries and employee benefits decreased by ¥15 billion from the previous
fiscal year to ¥572 billion due mainly to the effect of decreased employee retirement benefit expenses as a resultof a decrease in the amortization of net actuarial loss, an increase in expected return on plan assets, and theabsence of a premium allowance for voluntary early retirement program of a securities subsidiary incurred in theprevious fiscal year. Even after we exceeded our cost reduction target set under the Transformation Program, weplan to continue such efforts to promote cost reduction initiatives under the One MIZUHO New Frontier Plan.
OthersExposure to Troubled European Economies
In Europe, fiscal problems in certain countries are affecting the financial system and the real economy, andthe uncertainty concerning European economic activity has clearly become significant and presents a risk of a59

downturn in the world economy. These countries include Greece, Ireland, Italy, Portugal and Spain. As of
March 31, 2013, our exposure to obligors in such countries was not significant. Specifically, our principal
banking subsidiaries had no holdings of sovereign bonds issued by these countries and had a total of
approximately $3.8 billion in exposure to obligors in such countries. The breakdown by country and by type ofobligor was as follows:
As of
September 30, March 31,
Increase2012
2013(decrease)(in billions of US dollars)

Greece . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sovereign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ireland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sovereign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Italy(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sovereign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Portugal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sovereign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Spain(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sovereign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sovereign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Institutions(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 0.1
—
—
0.1
0.4
—
0.1
0.3
1.7
0.1
0.1
1.5
0.3
—
—
0.3
1.4
—
0.0
1.4
$ 3.9
0.1
0.2
3.6

$ 0.1
—
—
0.1
0.3
—
0.0
0.3
1.6
0.1
0.1
1.4
0.4
—
—
0.4
1.4
—
0.0
1.4
$ 3.8
0.1
0.1
3.6

$ 0.0
—
—
0.0
(0.1)
—
(0.1)
0.0
(0.1)
0.0
0.0
(0.1)
0.1
—
—
0.1
0.0
—
0.0
0.0
$(0.1)
0.0
(0.1)
0.0

Notes:(1) Figures in the above table are on a managerial accounting basis.
(2) The obligors in Italy and Spain to which we had exposure consisted mainly of highly rated large
corporations.
(3) Our exposure to financial institutions that are not state-owned was minimal.
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.
60

Allowance for Loan Losses and Allowance for Losses on Off-Balance-Sheet Instruments
The allowance for loan losses is based on management’s estimate of probable credit losses existing in ourlending portfolio, and the allowance for losses on off-balance-sheet instruments is based on management’s
estimate of probable losses related to off-balance-sheet arrangements such as guarantees and commitments toextend credit.
The allowance for loan losses is categorized and evaluated using the following methods:•

Allowance based on ASC 310. In accordance with ASC 310, “Receivables” (“ASC 310”), we measure
the value of specifically identified impaired loans based on the expected cash flows discounted at theloans’ initial effective interest rates, or as a practical expedient, using the observable market prices or
the fair value of collateral if the loan is collateral dependent, when it is probable that we will be unable
to collect all amounts due according to the contractual terms of the loan agreement. The collateral that
we obtain for loans consists primarily of real estate or listed securities. In obtaining the collateral, we
evaluate the value of the collateral and its legal enforceability, and we also conduct subsequent
re-evaluations at least once a year. As to collateral of loans that are collateral dependent, in the case ofreal estate, valuation is generally conducted by an appraising subsidiary that is independent from ourloan origination sections using generally accepted valuation techniques such as (i) the replacement cost
approach, (ii) the sales comparison approach or (iii) the income approach, although in the case of large
real estate collateral, we generally retain third-party appraisers to conduct the valuation. In the case of
securities, such securities are typically those of listed companies and are thus valued using observable
market prices. Management identifies impaired loans through the credit quality review process, in which
the debtor’s ability to service its debt is assessed. The difference between our evaluation of the value ofthe impaired loan and its principal amount is the amount of the impairment which is recorded in theallowance for loan losses. Estimation of future cash flows is based on a comprehensive analysis of theborrower’s ability to service the debt, any progress made on the borrower’s rehabilitation program andthe assumptions used therein.

•

Allowance based on ASC 450. In accordance with ASC 450, “Contingencies” (“ASC 450”), a formulabased allowance utilizing historical loss factors is applied to certain impaired loans which are
aggregated for purposes of measuring impairment, groups of small balance, homogeneous loans andother non-homogeneous loans which have not been identified as impaired. The determination of
expected losses is based on a statistical analysis of our historical default and loan loss data, as well as
data from third-party sources. The estimation of the formula allowance is back-tested on a periodic basis
by comparing the allowance with the actual results subsequent to the balance sheet date.

•

Adjustment of ASC 450 Allowance. In addition to the allowance for loan losses based on historical loss
factors, the historical loss rate is adjusted, where appropriate, to reflect current factors, such as general
economic and business conditions affecting key lending areas, credit quality trends, specific industry
conditions and recent loss experience in the segments of the loan portfolio. For loans which are notdeemed to be impaired under ASC 310 but to which special isolated risks apply, management assesses
each loan individually to determine appropriate allowance amounts in lieu of mechanically applying the
ASC 450 formula-based allowance.

We assess probable loss amounts for guarantees using the same categories and evaluation methods as loans.
We similarly assess probable loss amounts for loan commitments, taking into account the probability ofdrawdowns.
The determination of the allowance for loan losses and the allowance for losses on off-balance-sheet
instruments requires a great deal of judgment and the use of estimates as discussed above. Furthermore,
information available at the time of the determination is limited, and it is not possible to eliminate uncertainty.
Significant changes in any of the factors underlying our determination of the allowances could materially affectour financial condition and results of operations. For example, if our current judgment with respect to expected61

future cash flows differs from actual results, including as a result of an unexpected adverse change in theeconomic environment in Japan or a sudden and unanticipated failure of a large borrower, or if the value ofcollateral declines, we may need to increase the allowances with additional charges to earnings.
Valuation of Financial Instruments
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 exchangetraded instruments. If no quoted market price is available, the fair values of debt securities and overthe-counter derivative contracts in this category are determined using a pricing model with inputs thatare observable in the market or can be derived principally from or corroborated by observable market
data.

Level 3

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

For assets and liabilities classified in Level 1 and 2 of the hierarchy, where inputs are principally based on
observable market data, there is less judgment or estimate in determining fair value, while the determination offair value of Level 3 assets and liabilities involves more significant management judgments and estimates. For
further information, including valuation methodologies and the use of management estimates and judgments inconnection therewith, see note 27 to the consolidated financial statements included elsewhere in this annual
report.
Valuation of Deferred Income Taxes
Deferred income taxes reflect the net tax effects of (1) temporary differences between the carrying amountsof assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and(2) operating loss and tax credit carryforwards. Pursuant to ASC 740, “Income Taxes” (“ASC 740”), a valuation
allowance is recognized for any portion of the deferred tax assets where it is considered more likely than not that
it will not be realized, based on projected future income and future reversals of existing taxable temporary
differences. Because we have not opted to be subject to consolidated taxation, deferred tax assets and liabilities
are calculated separately for each member of our consolidated group.
The determination of a valuation allowance is an inherently uncertain process due to the use of projected
future taxable income and subjective assessments in the effectiveness of our available tax planning strategies
provided for under ASC 740. For example, variances in future projected operating performance or tax law
changes that impact our tax planning strategies could result in a change in the valuation allowance. If we are notable to realize all or part of our net deferred tax assets in the future, an adjustment to our valuation allowance
would be charged to income tax expense in the period when such determination is made, and this could
materially and adversely affect our financial condition and results of operations.
Pension and Other Employee Benefit Plans
Mizuho Financial Group, its principal banking subsidiaries and certain other subsidiaries sponsor severance
indemnities and pension plans, which provide defined benefits to retired employees. Periodic expense and62accrued 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 use interest rates on high-quality fixed-income government andcorporate bonds that received a rating of AA (Aa) or higher from rating agencies. 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 19 to the consolidated
financial statements included elsewhere in this annual report.
Operating Results
The following table shows certain information as to our income, expenses and net income attributable to
MHFG shareholders for the fiscal years ended March 31, 2011, 2012 and 2013:
Fiscal years ended March 31,
2011
2012
2013
(in billions of yen)Interest and dividend income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥1,460 ¥1,437 ¥1,423
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
449
416
412
Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision (credit) for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,011
1

1,021
(23)

1,011
140

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

1,010
1,037
1,436

1,044
1,090
1,471

871
1,439
1,425

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

611
193

663
14

885
4

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

418
5

649
(7)

881
6

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

¥ 413

¥ 656

¥ 875

Executive Summary
Fiscal Year Ended March 31, 2013 Compared to Fiscal Year Ended March 31, 2012
Net interest income decreased by ¥10 billion, or 1.0%, from the previous fiscal year to ¥1,011 billion in thefiscal year ended March 31, 2013 due to a decrease in net domestic interest and dividend income of ¥44 billion,
offset in part by an increase in net foreign interest and dividend income of ¥34 billion. The decrease in net
domestic interest and dividend income was due mainly to a decrease in interest income from loans as a result of adecrease in the average yield, reflecting a decline in yen interest rate levels, as well as average balance, offset inpart by a decrease in interest expense on domestic deposits as a result of a decrease in the average rate, also
reflecting a decline in yen interest rate levels. The increase in net foreign interest and dividend income was due
63mainly to an increase in interest income from foreign loans as a result of an increase in the average balance,
mainly in Asia and Oceania, offset in part by an increase in interest expense on foreign short-term borrowings as
a result of increases in the average balance and the average rate. We had a provision for loan losses of¥140 billion in the fiscal year ended March 31, 2013 compared to a credit for loan losses of ¥23 billion in theprevious fiscal year. The change was due primarily to an increase in allowance for loan losses as a result of anincrease in foreign impaired loans that required an allowance for loan losses and of increased estimated loss
reflecting changes in business environment surrounding some domestic obligors, offset in part by the effects ofthe continuing gradual recovery of the Japanese economy.
Noninterest income increased by ¥349 billion, or 32.0%, from the previous fiscal year to ¥1,439 billion in
the fiscal year ended March 31, 2013. The increase was due mainly to an increase in trading account gains—netof ¥201 billion, investment gains—net of ¥121 billion in the fiscal year ended March 31, 2013 compared toinvestment losses—net of ¥33 billion in the previous fiscal year, an increase in other noninterest income of¥41 billion and an increase in fees and commissions of ¥38 billion, offset in part by a decrease in foreignexchange gains—net of ¥77 billion. The increase in trading account gains—net was due mainly to an increase in
trading account gains related to bonds reflecting a decline in yen interest rate levels, an increase in trading
account gains related to domestic equity securities reflecting an upturn in domestic market conditions and gains
recorded by consolidated VIEs as a result of an improvement in market conditions. The change in investment
gains (losses)—net was due mainly to investment gains related to equity securities recorded in the fiscal year
ended March 31, 2013 compared to investment losses related to equity securities in the previous fiscal year andan increase in investment gains related to bonds. The increase in fees and commissions was due mainly to anincrease in fees and commissions from securities-related business and an increase in fees and commissions from
deposits, debentures and lending business. The decrease in foreign exchange gains—net was due mainly tofluctuations in foreign exchange rates in the fiscal year ended March 31, 2013.
Noninterest expenses decreased by ¥46 billion, or 3.1%, from the previous fiscal year to ¥1,425 billion in
the fiscal year ended March 31, 2013. The decrease was due mainly to a decrease in general and administrative
expenses of ¥37 billion and a decrease in salaries and employee benefits of ¥15 billion. The decrease in generaland administrative expenses was due mainly to our continuous group-wide cost reduction efforts. The decrease insalaries and employee benefits was due mainly to the effect of decreased employee retirement benefit expenses.
As a result of the foregoing, income before income tax expense increased by ¥222 billion, or 33.5%, fromthe previous fiscal year to ¥885 billion in the fiscal year ended March 31, 2013. Income tax expense decreased by¥10 billion, or 71.4%, from the previous fiscal year to ¥4 billion in the fiscal year ended March 31, 2013 due
mainly to a decrease in current income tax expense.
Net income increased by ¥232 billion, or 35.7%, from the previous fiscal year to ¥881 billion in the fiscal
year ended March 31, 2013. Net income (loss) attributable to noncontrolling interests was an income of¥6 billion compared to a loss of ¥7 billion in the previous fiscal year. As a result, net income attributable to
MHFG shareholders increased by ¥219 billion, or 33.4%, from the previous fiscal year to ¥875 billion in thefiscal year ended March 31, 2013.
Fiscal Year Ended March 31, 2012 Compared to Fiscal Year Ended March 31, 2011
Net interest income increased by ¥10 billion, or 1.0%, from the previous fiscal year to ¥1,021 billion in thefiscal year ended March 31, 2012 due to an increase in net foreign interest and dividend income of ¥42 billion,
offset in part by a decrease in net domestic interest and dividend income of ¥32 billion. The increase in net
foreign interest and dividend income was due mainly to an increase in interest income from foreign loans as aresult of an increase in the average balances, mainly in Asia, offset in part by an increase in interest expense on
foreign deposits as a result of an increase in the average balances, which reflects issuances of certificates ofdeposit. The decrease in net domestic interest and dividend income was due mainly to a decrease in interest
income from domestic loans as a result of the decrease in the average yield, which reflects a decline in yen
64interest rate levels, and the decrease in the average balance, offset in part by a decrease in interest expense on
domestic deposits as a result of a decrease in average interest rates, which reflects a decline in yen interest ratelevels. We had a credit for loan losses of ¥23 billion in the fiscal year ended March 31, 2012 compared to a
provision of ¥1 billion in the previous fiscal year due primarily to upgrades in the obligor categories of a broad
range of borrowers mainly through our credit management activities, including business revitalization support forborrowers, the effect of which was enhanced against a backdrop of the improving domestic economic
environment.
Noninterest income increased by ¥53 billion, or 5.1%, from the previous fiscal year to ¥1,090 billion in thefiscal year ended March 31, 2012. The increase was due mainly to an increase in trading account gains—net of¥127 billion and an increase in foreign exchange gains—net of ¥42 billion offset in part by investment losses—
net of ¥33 billion in the fiscal year ended March 31, 2012, compared to investment gains—net of ¥70 billion in
the previous fiscal year. The increase in trading account gains—net was due mainly to an increase in gains
related to changes in fair value of foreign currency-denominated available-for-sale securities for which the fairvalue option was elected. The increase in foreign exchange gains—net was due mainly to fluctuations in foreignexchange rates in the fiscal year ended March 31, 2012. The change in investment gains (losses)—net was due
mainly to an increase in investment losses related to equity securities and a decrease in investment gains related
to bonds. The increase in investment losses related to equity securities was due mainly to an increase inimpairment losses on equity securities as a result of declines in market prices. The decrease in investment gains
related to bonds was due mainly to a decrease in gains related to sales of long-term Japanese government bonds.
Noninterest expenses increased by ¥35 billion, or 2.4%, from the previous fiscal year to ¥1,471 billion in thefiscal year ended March 31, 2012. The increase was due mainly to an increase in salaries and employee benefitsof ¥34 billion and an increase in other noninterest expenses of ¥15 billion, offset in part by a decrease in generaland administrative expenses of ¥23 billion. The increase in salaries and employee benefits was due mainly to theeffect of increased employee retirement benefit expenses. The increase in other noninterest expenses was due
mainly to losses related to financial alternative dispute resolutions in relation to customer complaints arisingfrom currency derivative transactions. The decrease in general and administrative expenses was due mainly to
our efforts to enhance our cost efficiency through detailed reviews.
As a result of the foregoing, income before income tax expense (benefit) increased by ¥52 billion, or 8.5%,
from the previous fiscal year to ¥663 billion in the fiscal year ended March 31, 2012. Income tax expensedecreased by ¥179 billion, or 92.7%, from the previous fiscal year to ¥14 billion in the fiscal year ended
March 31, 2012 due mainly to a decrease in deferred income tax expense.
Net income increased by ¥231 billion, or 55.3%, from the previous fiscal year to ¥649 billion in the fiscal
year ended March 31, 2012. Income (loss) attributable to noncontrolling interests was a loss of ¥7 billion
compared to an income of ¥5 billion in the previous fiscal year. As a result, net income attributable to MHFG
shareholders increased by ¥243 billion, or 58.8%, from the previous fiscal year to ¥656 billion in the fiscal year
ended March 31, 2012.

65

Net Interest Income
The following table shows the average balance of interest-earning assets and interest-bearing liabilities,
interest amounts and the average interest rates on such assets and liabilities for the fiscal years ended March 31,
2011, 2012 and 2013:

Averagebalance

Fiscal years ended March 31,
2011
2012
Interest Interest Average Interest Interest Averageamountratebalance amountratebalance(in billions of yen, except percentages)

Domestic:
Interest-bearing deposits in otherbanks . . . . . . . . . . . . . . . . . . . . . . . ¥371 ¥1Call loans and funds sold, andreceivables under resaleagreements and securities
borrowing transactions . . . . . . . . .
6,264
10
Trading account assets . . . . . . . . . . . .
8,981
33
Investments . . . . . . . . . . . . . . . . . . . .
36,967214
Loans . . . . . . . . . . . . . . . . . . . . . . . . .
54,287759

0.27% ¥

1,822 ¥

0.16
0.37
0.58
1.40

6,122
8,884
39,52953,7702

2013
Interest Interest
amountrate

0.13% ¥

3,096 ¥

3

0.10%

11
25
206
707

0.17
0.28
0.52
1.31

6,676
9,019
38,97453,222

11
15
191
674

0.17
0.17
0.49
1.27

Total interest-earning assets . . . . .

106,870

1,017

0.95

110,127951

0.86

110,987894

0.81

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

68,0601,150
22,270
4,183
8,129

86
7
37
14
186

0.13
0.57
0.17
0.34
2.29

68,47486
25,591
3,833
8,172

64
0
43
14
175

0.09
0.45
0.17
0.38
2.13

70,281—
26,540
2,986
8,184

57
—
42
13
171

0.08
—
0.16
0.44
2.09

Total interest-bearing liabilities . . .

103,792330

0.32

106,156

296

0.28

107,991283

0.26

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

3,078

687

0.63

3,971

655

0.58

2,996

611

0.55

1,643

8

0.46

3,509

17

0.46

3,600

15

0.42

8,772
7,848
1,663
9,297

44
170
34
187

0.50
2.17
2.04
2.01

9,082
8,855
1,639
11,334

35
168
36
230

0.39
1.91
2.18
2.03

10,226
11,352
2,045
14,289

51
154
34
275

0.50
1.36
1.73
1.92

Total interest-earning assets . . . . .

29,223443

1.51

34,419486

1.41

41,512529

1.28

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

8,048
12,312
900
482

48
49
17
5

0.60
0.40
1.91
0.95

9,878
13,248
892
650

67
34
14
5

0.68
0.25
1.58
0.84

11,70016,653
965
733

67
49
11
2

0.58
0.29
1.09
0.40

Total interest-bearing liabilities . . .

21,742119

0.55

24,668120

0.49

30,051129

0.43

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

7,481

324

0.96

9,751

366

0.92

11,461400

0.85

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

136,093
125,534

1,460
449

1.07
0.36

144,546
130,824

1,437
416

0.99
0.32

152,499
138,042

1,423
412

0.93
0.30

Net . . . . . . . . . . . . . . . . . . . . . ¥ 10,559 ¥1,011

0.71¥ 13,722 ¥1,021

0.67¥ 14,457 ¥1,011

0.63

Foreign:Interest-bearing deposits in otherbanks . . . . . . . . . . . . . . . . . . . . . . .
Call loans and funds sold, andreceivables under resaleagreements and securities
borrowing transactions . . . . . . . . .
Trading account assets . . . . . . . . . . . .
Investments . . . . . . . . . . . . . . . . . . . .
Loans . . . . . . . . . . . . . . . . . . . . . . . . .

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

66

Fiscal Year Ended March 31, 2013 Compared to Fiscal Year Ended March 31, 2012
Interest and dividend income decreased by ¥14 billion, or 1.0%, from the previous fiscal year to¥1,423 billion in the fiscal year ended March 31, 2013. Domestic interest and dividend income accounted for¥894 billion of the total amount, a decrease of ¥57 billion from the previous fiscal year, and foreign interest anddividend income accounted for ¥529 billion, an increase of ¥43 billion from the previous fiscal year.
The decrease in domestic interest and dividend income was due mainly to the decrease in interest income
from domestic loans. The decrease in interest income from domestic loans was due mainly to the decrease in the
average yield, reflecting a decline in yen interest rate levels, as well as the average balance. Changes in the
average yields on domestic interest-earning assets contributed to an overall decrease in interest and dividend
income of ¥49 billion, and changes in the average balances of domestic interest-earning assets contributed to an
overall decrease in interest and dividend income of ¥8 billion, resulting in the ¥57 billion decrease in domestic
interest and dividend income.
The increase in foreign interest and dividend income was due mainly to the increase in interest income fromforeign loans. The increase in interest income from foreign loans was due mainly to an increase in the averagebalance, mainly in Asia and Oceania. Changes in the average yields on foreign interest-earning assets contributed
to an overall decrease in interest and dividend income of ¥60 billion, and changes in the average balance of
foreign interest-earning assets contributed to an overall increase in interest and dividend income of ¥103 billion,
resulting in the ¥43 billion increase in foreign interest and dividend income.
Interest expense decreased by ¥4 billion, or 1.0%, from the previous fiscal year to ¥412 billion in the fiscal
year ended March 31, 2013. Domestic interest expense accounted for ¥283 billion of the total amount, a decreaseof ¥13 billion from the previous fiscal year, and foreign interest expense accounted for ¥129 billion of the total
amount, an increase of ¥9 billion from the previous fiscal year.
The decrease in domestic interest expense was due mainly to a decrease in interest expense on domestic
deposits. The decrease in interest expense on domestic deposits was due mainly to a decrease in the averageinterest rate, reflecting a decline in yen interest rate levels. The changes in the average interest rates on domestic
interest-bearing liabilities contributed to substantially all of the overall decrease in interest expense of¥13 billion.
The increase in foreign interest expense was due mainly to an increase in interest expense on foreign shortterm borrowings. The increase in foreign interest expense on foreign short-term borrowings was due mainly to anincrease in the average balance, primarily as a result of an increase in payables under repurchase agreements ofour securities subsidiary in the United States as well as the average interest rate. The changes in the averageinterest rates on foreign interest-bearing liabilities contributed to an overall decrease in interest expense of¥11 billion, and the changes in the average balance of foreign interest-bearing liabilities contributed to an overall
increase in interest expense of ¥20 billion, resulting in the ¥9 billion increase in foreign interest expense.
As a result of the foregoing, net interest income decreased by ¥10 billion, or 1.0%, from the previous fiscal
year to ¥1,011 billion. The average interest rate spread decreased by 0.04% to 0.63%, with the domestic averageinterest rate spread decreasing by 0.03% due to a decrease in the average yield on interest-earning assets, whichmore than offset the effect of a decrease in the average interest rate on interest-bearing liabilities, both of whichreflect declining yen interest rate levels, and the foreign average interest rate spread decreasing by 0.07% due tothe effect of the decrease in the average yield on interest-earning assets exceeding the effect of the decrease in
the average interest rate on interest-bearing liabilities, both of which reflects declining euro interest rate levels.
Fiscal Year Ended March 31, 2012 Compared to Fiscal Year Ended March 31, 2011
Interest and dividend income decreased by ¥23 billion, or 1.6%, from the previous fiscal year to¥1,437 billion in the fiscal year ended March 31, 2012. Domestic interest and dividend income accounted for67¥951 billion of the total amount, a decrease of ¥66 billion from the previous fiscal year, and foreign interest anddividend income accounted for ¥486 billion, an increase of ¥43 billion from the previous fiscal year.
The decrease in domestic interest and dividend income was due mainly to the decrease in interest income
from domestic loans. The decrease in interest income from domestic loans was due mainly to the decrease in the
average yield, reflecting a decline in yen interest rate levels as well as the decrease in the average balance.
Changes in the average yields on domestic interest-earning assets contributed to an overall decrease in interestand dividend income of ¥74 billion, and changes in the average balances of domestic interest-earning assets
contributed to an overall increase in interest and dividend income of ¥8 billion, resulting in the ¥66 billion
decrease in domestic interest and dividend income.
The increase in foreign interest and dividend income was due mainly to the increase in interest from foreignloans. The increase in interest income from foreign loans was due mainly to an increase in the average balance,
mainly in Asia. Changes in the average yields on foreign interest-earning assets contributed to an overall
decrease in interest and dividend income of ¥26 billion, and changes in the average balances of foreign interestearning assets contributed to an overall increase in interest and dividend income of ¥69 billion, resulting in the¥43 billion increase in foreign interest and dividend income.
Interest expense decreased by ¥33 billion, or 7.3%, from the previous fiscal year to ¥416 billion in the fiscal
year ended March 31, 2012. Domestic interest expense accounted for ¥296 billion of the total amount, a decreaseof ¥34 billion from the previous fiscal year, and foreign interest expense accounted for ¥120 billion of the total
amount, an increase of ¥1 billion from the previous fiscal year.
The decrease in domestic interest expense was due mainly to a decrease in interest expense on domestic
deposits. The decrease in interest expense on domestic deposits was due to a decrease in the average interest rate,
reflecting a decline in yen interest rate levels. The changes in the average interest rates on domestic interestbearing liabilities contributed to an overall decrease in interest expense of ¥35 billion, and the changes in the
average balances of domestic interest-bearing liabilities contributed to an overall increase in interest expense of¥1 billion, resulting in the ¥34 billion decrease in domestic interest expense.
The increase in foreign interest expense was due mainly to increases in interest expense on foreign deposits
offset in part by a decrease in interest expense on foreign short-term borrowings. The increase in foreign interest
expense on foreign deposits was due mainly to an increase in the average balance, primarily as a result of
issuances of certificates of deposits. The decrease in foreign interest expense on foreign short-term borrowings
was due to a decrease in the average interest rate, reflecting the decline in U.S. dollar and euro interest ratelevels. The changes in the average interest rates on foreign interest-bearing liabilities contributed to an overall
decrease in interest expense of ¥15 billion, and the changes in the average balances of foreign interest-bearing
liabilities contributed to an overall increase in interest expense of ¥16 billion, resulting in the ¥1 billion increasein foreign interest expense.
The decrease of 0.05% in the average yield on loans in the fiscal year ended March 31, 2012 compared to
the fiscal year ended March 31, 2011 was larger than the decrease of 0.01% in the average rate on interestbearing deposits over the same period.
As a result of the foregoing, net interest income increased by ¥10 billion, or 1.0%, from the previous fiscal
year to ¥1,021 billion. The average interest rate spread decreased by 0.04% to 0.67%, with the domestic averageinterest rate spread decreasing by 0.05% due mainly to a decrease in the average yield on loans, which more thanoffset the effect of a decrease in the average interest rate on deposits, both of which reflect declining yen interest
rate levels, and the foreign average interest rate spread decreasing by 0.04% due mainly to the effect of thedecrease in the average interest yield on interest-earning assets exceeding the effect of the decrease in the
average rate on interest-bearing liabilities, both of which reflects declining U.S. dollar and euro interest ratelevels.
68

Provision (Credit) for Loan Losses
Fiscal Year Ended March 31, 2013 Compared to Fiscal Year Ended March 31, 2012
We had a provision for loan losses of ¥140 billion in the fiscal year ended March 31, 2013 compared to acredit for loan losses of ¥23 billion in the previous fiscal year. The change was due primarily to an increase inallowance for loan losses as a result of an increase in foreign impaired loans that required an allowance for loan
losses and of increased estimated loss reflecting changes in business environment surrounding some domestic
obligors, offset in part by the effects of the continuing gradual recovery of the Japanese economy.
Fiscal Year Ended March 31, 2012 Compared to Fiscal Year Ended March 31, 2011
We had a credit for loan losses of ¥23 billion in the fiscal year ended March 31, 2012 compared to a
provision for loan losses of ¥1 billion in the previous fiscal year. The change was due primarily to upgrades in
the obligor categories of a broad range of borrowers mainly through our credit management activities, including
business revitalization support for borrowers, the effect of which was enhanced against a backdrop of the
improving domestic economic environment as described in “—Overview—Operating Environment,” reflecting
the continuing gradual recovery of the Japanese economy. See “—Financial Condition—Assets—Allowance for
Loan Losses—Provision for loan losses.”Noninterest Income
The following table shows a breakdown of noninterest income for the fiscal years ended March 31, 2011,2012 and 2013:
Fiscal years ended March 31,
2011
2012
2013
(in billions of yen)

Fees and commissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fees and commissions from securities-related business . . . . . . . . . . . . . . . . . . . .
Fees and commissions from deposits, debentures and lending business . . . . . . . .
Fees and commissions from remittance business . . . . . . . . . . . . . . . . . . . . . . . . . .
Trust fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fees for other customer services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange gains (losses)—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account gains (losses)—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment gains (losses)—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment gains (losses) related to bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment gains (losses) related to equity securities . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gains on disposal of premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other noninterest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total noninterest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥ 582 ¥
126
95
105
47
209
56
206
70
67
(12)
15
14
109
¥1,037

575 ¥
116
98
105
46
210
98
333
(33)
42
(65)
(10)
20
97

¥1,090

613
133
114
105
46
215
21
534
121
91
56
(26)
12
138

¥1,439Fiscal Year Ended March 31, 2013 Compared to Fiscal Year Ended March 31, 2012
Noninterest income increased by ¥349 billion, or 32.0%, from the previous fiscal year to ¥1,439 billion in
the fiscal year ended March 31, 2013. The increase was due mainly to an increase in trading account gains—netof ¥201 billion, investment gains—net of ¥121 billion in the fiscal year ended March 31, 2013 compared toinvestment losses—net of ¥33 billion in the previous fiscal year, an increase in other noninterest income of¥41 billion and an increase in fees and commissions of ¥38 billion, offset in part by a decrease in foreignexchange gains—net of ¥77 billion.
69

Fees and commissions
Fees and commissions increased by ¥38 billion, or 6.6%, from the previous fiscal year to ¥613 billion in thefiscal year ended March 31, 2013. The increase was due mainly to an increase in fees and commissions fromsecurities-related business of ¥17 billion and an increase in fees and commissions from deposits, debentures andlending business of ¥16 billion. The increase in fees and commissions from securities-related business was due
mainly to an increase in fees and commissions related to equity securities transactions, investment trust andindividual annuities as a result of a recovery of the stock markets during the fiscal year ended March 31, 2013.
The increase in fees and commissions from deposits, debentures and lending business was due mainly to anincrease in fee income associated with domestic syndicated loans.
Foreign exchange gains (losses)—net
Foreign exchange gains—net decreased by ¥77 billion, or 78.6%, from the previous fiscal year to¥21 billion in the fiscal year ended March 31, 2013. The decrease was due mainly to fluctuations in foreignexchange rates in the fiscal year ended March 31, 2013.
Trading account gains (losses)—net
Trading account gains—net increased by ¥201 billion, or 60.4%, from the previous fiscal year to¥534 billion in the fiscal year ended March 31, 2013. The increase was due mainly to an increase in trading
account gains earned by our securities subsidiary related to bonds reflecting a decline in yen interest rate levels
and related to domestic equity securities reflecting an upturn in domestic market conditions, gains recorded byconsolidated VIEs as a result of an improvement in market conditions and an increase in gains related to change
in the fair value of derivative financial instruments used to hedge market risks that are not eligible for hedge
accounting under U.S. GAAP, offset in part by a decrease in gains related to changes in the fair value of foreign
currency-denominated available-for-sale securities for which the fair value option was elected. For further
information on the fair value option, see note 27 to our consolidated financial statements included elsewhere inthis annual report.
Investment gains (losses)—net
Investment gains (losses)—net was a gain of ¥121 billion in the fiscal year ended March 31, 2013 compared
to a loss of ¥33 billion in the previous fiscal year. The change was due mainly to investment gains related toequity securities of ¥56 billion recorded in the fiscal year ended March 31, 2013 compared to investment losses
related to equity securities of ¥65 billion in the previous fiscal year and an increase in investment gains related tobonds of ¥49 billion from the previous fiscal year to ¥91 billion in the fiscal year ended March 31, 2013. Thechange in investment gains (losses) related to equity securities was due mainly to an increase in gains on sale ofequity securities as a result of an upturn in domestic stock market conditions. The increase in investment gains
related to bonds was due mainly to an increase in gains related to sales of Japanese government bonds as a resultof declining yen interest rates. For further information, see note 3 to our consolidated financial statements
included elsewhere in this annual report.
Fiscal Year Ended March 31, 2012 Compared to Fiscal Year Ended March 31, 2011
Noninterest income increased by ¥53 billion, or 5.1%, from the previous fiscal year to ¥1,090 billion in thefiscal year ended March 31, 2012. The increase was due mainly to an increase in trading account gains—net of¥127 billion and an increase in foreign exchange gains—net of ¥42 billion, offset in part by investment losses—
net of ¥33 billion in the fiscal year ended March 31, 2012, compared to investment gains—net of ¥70 billion in
the previous fiscal year.
Foreign exchange gains (losses)—net
Foreign exchange gains—net increased by ¥42 billion, or 75.0%, from the previous fiscal year to ¥98 billion
in the fiscal year ended March 31, 2012. The increase was due mainly to fluctuations in foreign exchange rates in
the fiscal year ended March 31, 2012.
70

Trading account gains (losses)—net
Trading account gains—net increased by ¥127 billion, or 61.7%, from the previous fiscal year to¥333 billion in the fiscal year ended March 31, 2012. The increase was due mainly to an increase in gains related
to changes in the fair value of foreign currency-denominated available-for-sale securities for which the fair value
option was elected. For further information on the fair value option, see note 27 to our consolidated financial
statements included elsewhere in this annual report.
Investment gains (losses)—net
Investment gains (losses)—net was a loss of ¥33 billion in the fiscal year ended March 31, 2012 compared
to a gain of ¥70 billion in the previous fiscal year. The change was due mainly to an increase in investment losses
related to equity securities of ¥53 billion from the previous fiscal year to ¥65 billion in the fiscal year ended
March 31, 2012 and a decrease in investment gains related to bonds of ¥25 billion from the previous fiscal yearto ¥42 billion in the fiscal year ended March 31, 2012. The increase in investment losses related to equity
securities was due mainly to an increase in impairment losses on equity securities as a result of declines in stock
market prices in the fiscal year ended March 31, 2012. The decrease in investment gains related to bonds was due
mainly to a decrease in gains related to sales of long-term Japanese government bonds. 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, 2011,2012 and 2013:
Fiscal years ended March 31,
2011
2012
2013
(in billions of yen)

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

¥ 553
500
9
170
96
4
104

¥ 587 ¥
477
6
175
108
(1)
119

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

¥1,436¥1,471

572
440
—
172
109
5
127

¥1,425

Fiscal Year Ended March 31, 2013 Compared to Fiscal Year Ended March 31, 2012
Noninterest expenses decreased by ¥46 billion, or 3.1%, from the previous fiscal year to ¥1,425 billion in
the fiscal year ended March 31, 2013. The decrease was due mainly to a decrease in general and administrative
expenses of ¥37 billion and a decrease in salaries and employee benefits of ¥15 billion. The decrease in generaland administrative expenses was due mainly to our continuous group-wide cost reduction efforts. The decrease insalaries and employee benefits was due mainly to the effect of decreased employee retirement benefit expenses.
Salaries and employee benefits
Salaries and employee benefits decreased by ¥15 billion, or 2.6%, from the previous fiscal year to ¥572
billion in the fiscal year ended March 31, 2013 due mainly to the effect of decreased employee retirement benefit
expenses as a result of a decrease in the amortization of net actuarial loss, which primarily reflects past
recoveries of the value of plan assets, an increase in expected return on plan assets, which reflects various aspects
71

of long-term prospects for the economy, historical performance of investments of plan assets and the market
environment, including stock market conditions, at the beginning of the fiscal year, and the absence of a premium
allowance for a voluntary early retirement program of a securities subsidiary incurred in the previous fiscal year.
Additional information regarding pension and other employee benefit plans is included in note 19 to ourconsolidated financial statements included elsewhere in this annual report.
General and administrative expenses
General and administrative expenses decreased by ¥37 billion, or 7.8%, from the previous fiscal year to¥440 billion in the fiscal year ended March 31, 2013. The decrease was due mainly to our continuous group-wide
cost reduction efforts.
Fiscal Year Ended March 31, 2012 Compared to Fiscal Year Ended March 31, 2011
Noninterest expenses increased by ¥35 billion, or 2.4%, from the previous fiscal year to ¥1,471 billion in thefiscal year ended March 31, 2012. The increase was due mainly to an increase in salaries and employee benefitsof ¥34 billion and an increase in other noninterest expenses of ¥15 billion, offset in part by a decrease in generaland administrative expenses of ¥23 billion. The increase in salaries and employee benefits was due mainly to theeffect of increased employee retirement benefit expenses. The increase in other noninterest expenses was due
mainly to losses incurred by Pre-Merger Mizuho Bank related to financial alternative dispute resolutions inrelation to customer complaints arising from currency derivative transactions. The decrease in general andadministrative expenses was due mainly to our efforts to enhance our cost efficiency through detailed reviews.
Salaries and employee benefits
Salaries and employee benefits increased by ¥34 billion, or 6.1%, from the previous fiscal year to ¥587
billion in the fiscal year ended March 31, 2012 due mainly to the effect of increased employee retirement benefit
expenses as a result of a decline in expected return on plan assets, which reflects various aspects of long-term
prospects for the economy, historical performance of investments of plan assets and the market environment,
including stock market conditions, at the beginning of the fiscal year, an increase in the amortization of net
actuarial loss, which primarily reflects past declines in the value of plan assets, and a premium allowance for a
voluntary early retirement program of a securities subsidiary. Additional information regarding pension and other
employee benefit plans is included in note 19 to our consolidated financial statements included elsewhere in thisannual report.
General and administrative expenses
General and administrative expenses decreased by ¥23 billion, or 4.6%, from the previous fiscal year to¥477 billion in the fiscal year ended March 31, 2012. The decrease was due mainly to our efforts to enhance ourcost efficiency through detailed reviews, especially outsourcing costs.
Other noninterest expenses
Other noninterest expenses increased by ¥15 billion, or 14.4%, from the previous fiscal year to ¥119 billion
in the fiscal year ended March 31, 2012. The increase was due mainly to losses incurred by Mizuho Bank related
to financial alternative dispute resolutions in relation to customer complaints arising from currency derivativetransactions.

72

Income Tax Expense
The following table shows the components of income tax expense (benefit) for the fiscal years ended
March 31, 2011, 2012 and 2013:
Fiscal years ended March 31,
2011
2012
2013
(in billions of yen)

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

¥

7
11

¥ 22
33

¥ 37
11

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

18

55

48

175
0

(37)
(4)

(40)
(4)

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

175

(41)

(44)

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

¥193

¥ 14

¥ 4

Fiscal Year Ended March 31, 2013 Compared to Fiscal Year Ended March 31, 2012
Income tax expense decreased by ¥10 billion, or 71.4%, from the previous fiscal year to ¥4 billion in thefiscal year ended March 31, 2013, due mainly to a decrease in current income tax expense.
Fiscal Year Ended March 31, 2012 Compared to Fiscal Year Ended March 31, 2011
Income tax expense decreased by ¥179 billion, or 92.7%, from the previous fiscal year to ¥14 billion in thefiscal year ended March 31, 2012 due mainly to a decrease in deferred income tax expense.
Deferred income tax expense (benefit) was a benefit of ¥41 billion in the fiscal year ended March 31, 2012
compared to an expense of ¥175 billion in the previous fiscal year. The benefit was the result of an increase indeferred tax assets, net of valuation allowance, reflecting an increase in our estimation of future taxable income
offset in part by the reduction of the effective statutory tax rate as a result of Japanese tax reforms.

73

The following table shows components of deferred tax assets as of March 31, 2011, 2012 and 2013:2011

Deferred tax assets:
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Allowance for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid pension cost and accrued pension liabilities . . . . . . . . . . . . . . . . . . . . .
Financial Stabilization Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Undistributed earning of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

As of March 31,
2012
2013
(in billions of yen)

¥ 1,097 ¥ 1,064 ¥ 889
417
333
337
92
59
—
72
12
—
12
—
—
7
—
—
—
1
—
1,790
1,476
450
302
282
265
3,789
3,227
1,941
(2,478) (1,952)(585)

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

1,311

1,275

1,356

355
—
32
—
—
6
76

369
—
28
4
—
—
53

568
40
35
12
11
11
52

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

469

454

729

821

¥ 627

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

¥

842

¥

Net Income (Loss) Attributable to Noncontrolling Interests
Fiscal Year Ended March 31, 2013 Compared to Fiscal Year Ended March 31, 2012
Net income (loss) attributable to noncontrolling interests was an income of ¥6 billion in the fiscal year
ended March 31, 2013 compared to a loss of ¥7 billion in the previous fiscal year due mainly to the allocation ofincome recorded by our securities subsidiaries in the fiscal year ended March 31, 2013 compared to theallocation of losses incurred by our securities subsidiaries in the previous fiscal year.
Fiscal Year Ended March 31, 2012 Compared to Fiscal Year Ended March 31, 2011
Net income (loss) attributable to noncontrolling interests was a loss of ¥7 billion in the fiscal year ended
March 31, 2012 compared to an income of ¥5 billion in the previous fiscal year due mainly to an increase in the
allocation of losses incurred by our securities subsidiaries in the fiscal year ended March 31, 2012.
Net Income Attributable to MHFG Shareholders
Fiscal Year Ended March 31, 2013 Compared to Fiscal Year Ended March 31, 2012
As a result of the foregoing, net income attributable to MHFG shareholders increased by ¥219 billion, or
33.4%, from the previous fiscal year to ¥875 billion in the fiscal year ended March 31, 2013.
Fiscal Year Ended March 31, 2012 Compared to Fiscal Year Ended March 31, 2011
As a result of the foregoing, net income attributable to MHFG shareholders increased by ¥243 billion, or
58.8%, from the previous fiscal year to ¥656 billion in the fiscal year ended March 31, 2012.
74

Business Segments Analysis
Our operating segments are based on the nature of the products and services provided, the type of customer
and our management organization. The business segment information set forth below is derived from the internalmanagement reporting systems used by management to measure the performance of our business segments. We
measure the performance of each of our operating segments primarily in terms of “net business profits” inaccordance with internal managerial accounting rules and practices. Net business profits is used in Japan as ameasure of the profitability of core banking operations and is defined as gross profits (or the sum of net interest
income, fiduciary income, net fee and commission income, net trading income and net other operating income)less general and administrative expenses (excluding non-recurring losses). Measurement by net business profits
is required for regulatory reporting to the Financial Services Agency. Therefore, the format and information arepresented primarily on the basis of Japanese GAAP and are not consistent with the consolidated financial
statements prepared in accordance with U.S. GAAP. A reconciliation of total net business profits with income
before income tax expense under U.S. GAAP is provided in note 29 to our consolidated financial statements
included elsewhere in this annual report.
As of the balance sheet date, we managed our business portfolio through three Global Groups: the Global
Corporate Group; the Global Retail Group; and the Global Asset & Wealth Management Group. The Global
Corporate Group consisted primarily of Mizuho Corporate Bank, the Global Retail Group consisted primarily of
Pre-Merger Mizuho Bank, and the Global Asset & Wealth Management Group consisted primarily of Mizuho
Trust & Banking. The former Mizuho Securities and the former Mizuho Investors Securities which had belonged
to the Global Corporate Group and the Global Retail Group respectively, merged in January, 2013 and werelaunched as the new Mizuho Securities. The new Mizuho Securities belonged to both of the Global Corporate
Group and the Global Retail Group.
Operating segments of Mizuho Corporate Bank and Pre-Merger Mizuho Bank were aggregated within each
entity based on customer characteristics and functions. Operating segments of Mizuho Corporate Bank were
aggregated into three reportable segments, domestic, international, and trading and others. Operating segments of
Pre-Merger Mizuho Bank were also aggregated into three reportable segments, retail banking, corporate banking,and trading and others. In addition to the three Global Groups, subsidiaries that provided services to a wide rangeof customers and that did not belong to a specific Global Group were aggregated in Others.
Beginning on April 1, 2012, with the implementation of the “substantive one bank” structure, in addition to
managing our business portfolio through the three Global Groups as described above, we have also begun
managing Pre-Merger Mizuho Bank and Mizuho Corporate Bank as one entity substantively with four reportablesegments: retail banking; corporate banking; international; and trading and others.
Beginning on April 1, 2013, we moved to a new group operational structure and established ten business
units such as personal banking unit, retail banking unit, corporate banking unit etc., and head-office coordination
divisions to determine strategies and initiatives across the group-wide banking, trust banking, securities and otherbusiness areas, based on the ten business units across Pre-Merger Mizuho Bank and Mizuho Corporate Bank
under the “substantive one bank” structure, and the existing three global groups were abolished. The following
discussion is based on the three Global Groups we had until the fiscal year ended March 31, 2013.
The Global Corporate Group
Mizuho Corporate Bank
Mizuho Corporate Bank was the main operating company of the Global Corporate Group and provided
banking and other financial services to large corporations, financial institutions, public sector entities, foreign
corporations, including foreign subsidiaries of Japanese corporations, and foreign governmental entities.

75

Domestic
This segment provided a variety of financial products and services to large corporations, financial
institutions and public sector entities in Japan. The products and services it offered included commercial banking,advisory services, syndicated loan arrangements and structured finance.
International
This segment mainly offered commercial banking and foreign exchange transaction services to foreign
corporations, including foreign subsidiaries of Japanese corporations, through Mizuho Corporate Bank’s overseas
network.
Trading and others
This segment supported the domestic and international segments in offering derivatives and other risk
hedging products to satisfy Mizuho Corporate Bank’s customers’ financial and business risk control
requirements. It was also engaged in Mizuho Corporate Bank’s proprietary trading, such as foreign exchange andbond trading, and asset and liability management. This segment also included costs incurred by headquartersfunctions of Mizuho Corporate Bank.
Mizuho Securities
The former Mizuho Securities and the former Mizuho Investors Securities merged to form the new Mizuho
Securities in January, 2013. The new Mizuho Securities belonged to both of the Global Corporate Group and the
Global Retail Group and provided full-line securities services to corporations, financial institutions, public sector
entities and individuals.
OthersThis segment consisted of Mizuho Corporate Bank’s subsidiaries and affiliates other than Mizuho
Securities, but included Mizuho Securities’ subsidiaries. These entities offered financial products and services in
specific areas of business or countries mainly to customers of the Global Corporate Group. This segment also
included elimination of transactions between companies within the Global Corporate Group.
The Global Retail Group
Pre-Merger Mizuho Bank
Pre-Merger Mizuho Bank was the main operating company of the Global Retail Group. Pre-Merger Mizuho
Bank provided banking and other financial services mainly to individuals, SMEs through its domestic branches
and ATM network.
Retail banking
This segment offered banking products and services, including housing and other personal loans, credit
cards, deposits, investment products and consulting services, to Pre-Merger Mizuho Bank’s individual customers
through its nationwide branches and ATM network, as well as telephone and Internet banking services.
Corporate banking
This segment provided loans, syndicated loan arrangements, structured finance, advisory services, otherbanking services and capital markets financing to SMEs, local governmental entities and other public sector
entities in Japan.
76

Trading and others
This segment supported the retail banking and corporate banking segments in offering derivatives and otherrisk hedging products to satisfy Pre-Merger Mizuho Bank’s customers’ financial and business risk control
requirements. It was also engaged in Pre-Merger Mizuho Bank’s proprietary trading, such as foreign exchange
and bond trading, and asset and liability management. This segment also included costs incurred by headquartersfunctions of Pre-Merger Mizuho Bank.
The former Mizuho Investors Securities
The former Mizuho Investors Securities merged with the former Mizuho Securities to form the new Mizuho
Securities in January, 2013. The former Mizuho Investors Securities offered securities services to individuals andcorporate customers of the Global Retail Group and provided those corporate customers with support inprocuring funds through capital markets.
OthersThis segment consisted of Pre-Merger Mizuho Bank’s subsidiaries and affiliates other than the former
Mizuho Investors Securities. These entities such as Mizuho Capital and Mizuho Business Financial Center
offered financial products and services in specific areas of business to customers of the Global Retail Group. This
segment also included elimination of transactions between companies within the Global Retail Group.
The Global Asset & Wealth Management Group
Mizuho Trust & Banking
Mizuho Trust & Banking was the main operating company of the Global Asset & Wealth Management
Group and offered products and services related to trust, real estate, securitization and structured finance, pension
and asset management and stock transfer agency.
OthersThis segment included companies other than Mizuho Trust & Banking that were a part of the Global
Asset & Wealth Management Group. These companies included Trust & Custody Services Bank, Mizuho AssetManagement, DIAM, which was an equity-method affiliate, and Mizuho Private Wealth Management. They
offered products and services related to trust and custody, asset management and private banking. This segment
also included elimination of transactions between companies within the Global Asset & Wealth Management
Group.
OthersThis segment consisted of Mizuho Financial Group and its subsidiaries that did not belong to a specific
Global Group but provided their services to a wide range of customers. Under this segment, we offered nonbanking services, including research and consulting services through Mizuho Research Institute, information
technology-related services through Mizuho Information & Research Institute and advisory services to financial
institutions through Mizuho Financial Strategy. This segment also included elimination of transactions between
the Global Groups.
The information below for reportable segments is derived from our internal management reporting system
as of March 31, 2013.

77

Results of Operations by Business Segment
Consolidated Results of Operations
Consolidated gross profits for the fiscal year ended March 31, 2013 were ¥2,171.7 billion, an increase of¥168.6 billion compared to the fiscal year ended March 31, 2012. Consolidated general and administrative
expenses (excluding non-recurring losses) for the fiscal year ended March 31, 2013 were ¥1,171.0 billion, adecrease of ¥35.3 billion compared to the fiscal year ended March 31, 2012. Consolidated net business profits forthe fiscal year ended March 31, 2013 were ¥912.2 billion, an increase of ¥193.1 billion compared to the fiscal
year ended March 31, 2012.
Global Corporate Group Financial Results
The following table shows gross profits, general and administrative expenses (excluding non-recurring
losses) and net business profits for the Global Corporate Group for the fiscal years ended March 31, 2011, 2012
and 2013:
Mizuho Corporate Bank
TradingMizuhoDomestic International and others Subtotal Securities(1) Others(in billions of yen)

Total
GlobalCorporateGroup

Fiscal year ended March 31, 2011:
Gross profits:
Net interest income (expenses) . . . ¥176.0
Net noninterest income . . . . . . . . . 115.2¥ 86.356.9¥133.5 ¥395.8
110.4 282.5¥ (9.2) ¥ 70.4 ¥ 457.0
158.9
42.1
483.5

Total . . . . . . . . . . . . . . . . . . .
General and administrative expenses . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . .

291.2
88.8
—

143.2
62.1
—

243.9
84.1
—

149.7
160.9
—

Net business profits (losses) . . . . . ¥202.4¥ 81.1¥159.8 ¥443.3¥ (11.2) ¥ (19.6) ¥ 412.5

Fiscal year ended March 31, 2012(2):Gross profits:
Net interest income (expenses) . . . ¥171.4
Net noninterest income . . . . . . . . . 131.3¥ 90.386.9¥133.3 ¥395.0
68.6 286.8¥ (4.1) ¥ 77.4 ¥ 468.3
120.5
42.1
449.4

Total . . . . . . . . . . . . . . . . . . .
General and administrative expenses . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . .

302.7
88.5
—

177.2
60.3
—

201.9
96.1
—

116.4
144.8
—

Net business profits (losses) . . . . . ¥214.2¥116.9¥105.8 ¥436.9¥ (28.4) ¥ (8.3) ¥ 400.2

Fiscal year ended March 31, 2013(2):Gross profits:
Net interest income (expenses) . . . ¥157.0
Net noninterest income . . . . . . . . . 141.1¥109.6104.7¥135.1 ¥401.7
87.6 333.4¥ (4.9) ¥ 89.3 ¥ 486.1
184.2
55.2
572.8

Total . . . . . . . . . . . . . . . . . . .
General and administrative expenses . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . .

298.1
80.0
—

214.3
61.5
—

222.7
99.6
—

179.3
142.8
—

144.5 1,058.9
88.0
471.9
(50.0)(50.0)Net business profits . . . . . . . . . . . . ¥218.1¥152.8¥123.1 ¥494.0¥ 36.5 ¥6.5 ¥ 537.0

678.3
235.0
—

681.8
244.9
—

735.1
241.1
—

112.5
75.4
(56.7)

119.5
75.7(52.1)

940.5
471.3(56.7)

917.7
465.4(52.1)

Notes:(1) As for the fiscal year ended March 31, 2013, following the merger of the former Mizuho Securities and theformer Mizuho Investors Securities conducted in January 2013, “Mizuho Securities” reports the sum of theperformance of the former Mizuho Securities for the first three quarters and the new Mizuho Securities forthe fourth quarter.
78

(2) Beginning the fiscal year ended March 31, 2013, with the implementation of the “substantive one bank”
structure, new allocation methods among segments within Mizuho Corporate Bank have been applied to thecalculation of the respective “Gross profits” and “General and administrative expenses.” Figures for the
fiscal year ended March 31, 2012 have been reclassified under the new allocation methods. Figures for the
fiscal year ended March 31, 2012 prior to such change are as set forth in the table below. The narrative
analysis under the heading “Fiscal year ended March 31, 2012 compared to fiscal year ended March 31,
2011” below is based on figures prior to such change.
Total
Mizuho Corporate Bank
GlobalTradingMizuhoCorporate
Domestic International and others Subtotal Securities OthersGroup(in billions of yen)

Fiscal year ended March 31, 2012:
Gross profits:
Net interest income (expenses) . . . . ¥166.6
Net noninterest income . . . . . . . . . . 119.8¥ 96.861.6¥131.6105.4¥395.0 ¥ (4.1) ¥ 77.4 ¥468.3
286.8 120.5
42.1 449.4

Total . . . . . . . . . . . . . . . . . . . .
General and administrative expenses . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . .

286.4
89.8
—

158.4
62.0
—

237.0
93.1
—

681.8
244.9
—

Net business profits (losses) . . . . . . ¥196.6¥ 96.4¥143.9¥436.9 ¥ (28.4) ¥ (8.3) ¥400.2

116.4
144.8
—

119.5
75.7
(52.1)

917.7
465.4(52.1)

Fiscal year ended March 31, 2013 compared to fiscal year ended March 31, 2012
Gross profits for Mizuho Corporate Bank for the fiscal year ended March 31, 2013 were ¥735.1 billion, an
increase of ¥53.3 billion, or 7.8%, compared to the fiscal year ended March 31, 2012. The increase was due
mainly to an increase in gross business profits of ¥37.1 billion from international operations as a result mainly of
an increase in both net interest income and net noninterest income. The increase in income was particularly
significant in Asia. Gross profits from trading and others also increased by ¥20.8 billion as a result of flexible
and timely asset-and-liability management operations that appropriately captured interest rate movements indomestic and overseas financial markets. These increases were offset in part by a decrease of ¥4.6 billion indomestic operations due to a decrease in deposit income as a result of a decline in market interest rates, although
this decrease was offset in part by an increase in noninterest income such as fees associated with solutions
business.
General and administrative expenses of Mizuho Corporate Bank for the fiscal year ended March 31, 2013
were ¥241.1 billion, a decrease of ¥3.8 billion, or 1.6%, due mainly to our group-wide cost reduction efforts that
offset in part strategic investments such as expenses related to overseas business.
Net business profits for Mizuho Securities for the fiscal year ended March 31, 2013 were ¥36.5 billion
compared to net business losses incurred in the fiscal year ended March 31, 2012. The increase was due mainly
to an increase in income as a result of the merger with the former Mizuho Investors Securities conducted in
January 2013, an increase in fees and commissions income attributable to brokerage activities backed up by therecovery in the stock markets in the second half of the fiscal year and an increase in trading income related tostocks and bonds. In addition, the increase in net business profits was due in part to a decrease of general andadministrative expenses in spite of the merger, through companywide cost reduction efforts, including personnel
downsizing.
As a result mainly of the foregoing, net business profits for the Global Corporate Group for the fiscal year
ended March 31, 2013 increased by ¥136.8 billion, or 34.2%, compared to the fiscal year ended March 31, 2012
to ¥537.0 billion.

79

Fiscal year ended March 31, 2012 compared to fiscal year ended March 31, 2011
Gross profits for Mizuho Corporate Bank for the fiscal year ended March 31, 2012 were ¥681.8 billion, an
increase of ¥3.5 billion, or 0.5%, compared to the fiscal year ended March 31, 2011. The increase was due
mainly to an increase in gross profits of ¥15.2 billion from international operations as a result mainly of anincrease in income in Asian countries. This increase was offset in part by a decrease of ¥6.9 billion in grossprofits from trading and others due to the significant profits from banking operations we recorded in the fiscal
year ended March 31, 2011, despite the relatively robust profits in the fiscal year ended March 31, 2012 as aresult of flexible and timely asset-and-liability management operations that appropriately captured interest rate
movements in domestic and overseas financial markets. The increase in gross profits for Mizuho Corporate Bank
was also offset by a decrease of ¥4.8 billion in domestic operations due to a decrease in interest income, which
was offset in part by an increase in domestic noninterest income such as fees associated with solutions business.
General and administrative expenses of Mizuho Corporate Bank for the fiscal year ended March 31, 2012were ¥244.9 billion, an increase of ¥9.9 billion, or 4.2%, due to an increase in expenses related to employee
retirement benefits and expansion of overseas business.
As a result, net business profits of Mizuho Corporate Bank for the fiscal year ended March 31, 2012 were¥436.9 billion, a decrease of ¥6.4 billion, or 1.4%, compared to the fiscal year ended March 31, 2011.
Mizuho Securities recorded net business losses of ¥28.4 billion for the fiscal year ended March 31, 2012, anincrease of ¥17.2 billion compared to the fiscal year ended March 31, 2011 due mainly to a decrease incommission income as well as in net profits from trading under a severe environment resulting from factors
including sluggish equity markets.
As a result mainly of the foregoing, net business profits for the Global Corporate Group for the fiscal year
ended March 31, 2012 decreased by ¥12.3 billion, or 3.0%, compared to the fiscal year ended March 31, 2011 to¥400.2 billion.

80

Global Retail Group Financial Results
The following table shows gross profits, general and administrative expenses (excluding non-recurring
losses) and net business profits for the Global Retail Group for the fiscal years ended March 31, 2011, 2012 and2013:
The former
Pre-Merger Mizuho Bank
MizuhoRetailCorporate
Trading
Investors
Banking
Bankingand others Subtotal Securities(1)(in billions of yen)

Fiscal year ended March 31, 2011:
Gross profits:
Net interest income . . . . . . . . .
Net noninterest income . . . . . .

OthersTotal
GlobalRetailGroup¥248.234.6¥266.9124.9¥ 56.778.0¥571.8
237.5

¥ 0.6
49.8

¥ 42.1
7.5¥614.5
294.8

Total . . . . . . . . . . . . . . . .
General and administrative
expenses . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . .

282.8

391.8

134.7

809.3

50.4

49.6

909.3

237.7
—

223.7
—

93.4
—

554.8
—

41.0
—

9.5
(15.9)

605.3(15.9)Net business profits . . . . . . . .

¥ 45.1¥168.1¥ 41.3¥254.5¥ 9.4¥ 24.2¥288.1

Fiscal year ended March 31, 2012(2):Gross profits:
Net interest income . . . . . . . . .
Net noninterest income . . . . . .

¥224.332.1¥253.7136.8¥ 67.484.4¥545.4
253.3

¥ 0.7
43.9

¥ 37.88.6¥583.9305.8

Total . . . . . . . . . . . . . . . .
General and administrative
expenses . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . .

256.4

390.5

151.8

798.7

44.6

46.4

889.7

218.6
—

227.6
—

110.2
—

556.4
—

40.9
—

11.2
(14.0)

608.5(14.0)Net business profits . . . . . . . .

¥ 37.8¥162.9¥ 41.6¥242.3¥ 3.7¥ 21.2¥267.2

Fiscal year ended March 31, 2013(2):Gross profits:
Net interest income . . . . . . . . .
Net noninterest income . . . . . .

¥210.637.4¥234.3162.0¥ 68.9114.3¥513.8
313.7

¥ 0.4
35.1

¥ 36.411.5¥550.6
360.3

Total . . . . . . . . . . . . . . . .
General and administrative
expenses . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . .

248.0

396.3

183.2

827.5

35.5

47.9

910.9

209.3
—

216.7
—

98.4
—

524.4
—

30.7
—

13.1
(7.4)

568.2
(7.4)

Net business profits . . . . . . . .

¥ 38.7¥179.6¥ 84.8¥303.1¥ 4.8¥ 27.4¥335.3

Notes:(1) As for the fiscal year ended March 31, 2013, following the merger of the former Mizuho Securities and theformer Mizuho Investors Securities conducted in January 2013, “The former Mizuho Investors Securities”
reports the performance of the former Mizuho Investors Securities for the first three quarters.

81(2) Beginning the fiscal year ended March 31, 2013, with the implementation of the “substantive one bank”
structure, new allocation methods among segments within Pre-Merger Mizuho Bank have been applied tothe calculation of the respective “Gross profits” and “General and administrative expenses.” Figures for the
fiscal year ended March 31, 2012 have been reclassified under the new allocation methods. Figures for the
fiscal year ended March 31, 2012 prior to such change are as set forth in the table below. The narrative
analysis under the heading “Fiscal year ended March 31, 2012 compared to fiscal year ended March 31,
2011” below is based on figures prior to such change.
The former
Pre-Merger Mizuho Bank
MizuhoRetailCorporate
Trading
Investors
Banking
Bankingand others Subtotal
Securities(in billions of yen)

Fiscal year ended March 31, 2012:
Gross profits:
Net interest income . . . . . . . . .
Net noninterest income . . . . . .

OthersTotal
GlobalRetailGroup¥239.239.7¥254.6121.6¥ 51.692.0¥545.4
253.3

¥ 0.7
43.9

¥ 37.88.6¥583.9305.8

Total . . . . . . . . . . . . . . . .
General and administrative
expenses . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . .

278.9

376.2

143.6

798.7

44.6

46.4

889.7

243.0
—

221.7
—

91.7
—

556.4
—

40.9
—

11.2
(14.0)

608.5(14.0)Net business profits . . . . . . . .

¥ 35.9¥154.5¥ 51.9¥242.3¥ 3.7¥ 21.2¥267.2

Fiscal year ended March 31, 2013 compared to fiscal year ended March 31, 2012
Gross profits for Pre-Merger Mizuho Bank for the fiscal year ended March 31, 2013 increased by ¥28.8
billion, or 3.6%, from the fiscal year ended March 31, 2012 to ¥827.5 billion. The increase was due mainly to anincrease in gross profits of ¥31.4 billion from trading and others as a result of flexible and timely asset-andliability management operations that appropriately captured interest rate movements in domestic and overseas
financial markets. Gross profits from corporate banking also increased by ¥5.8 billion, reflecting an increase in
net noninterest income such as fees related to our solutions business, which was offset in part by declines in loan
and deposit income. These increases were offset in part by a decrease of ¥8.4 billion in retail banking which wasdue mainly to a decline in deposit income as a result of a decline in market interest rates, which was offset in partby an increase in net noninterest income such as investment trust-related fees and commissions reflecting theimproved market environment in the second half of the fiscal year.
General and administrative expenses for Pre-Merger Mizuho Bank for the fiscal year ended March 31, 2013
decreased by ¥32.0 billion, or 5.8%, compared to the fiscal year ended March 31, 2012 to ¥524.4 billion due toour group-wide cost reduction efforts.
As a result, net business profits of Pre-Merger Mizuho Bank for the fiscal year ended March 31, 2013 were¥303.1 billion, an increase of ¥60.8 billion, or 25.1%, compared to the fiscal year ended March 31, 2012.
Net business profits for the Global Retail Group for the fiscal year ended March 31, 2013 increased by¥68.1 billion, or 25.5%, compared to the fiscal year ended March 31, 2012 to ¥335.3 billion.
Fiscal year ended March 31, 2012 compared to fiscal year ended March 31, 2011
Gross profits for Pre-Merger Mizuho Bank for the fiscal year ended March 31, 2012 decreased by ¥10.6
billion, or 1.3%, from the fiscal year ended March 31, 2011 to ¥798.7 billion. The decrease was due mainly to adecrease in gross profits of ¥15.6 billion from corporate banking, reflecting decreases in net interest income due
mainly to a decline in the average loan interest rate spread. Gross profits from retail banking also decreased by¥3.9 billion, reflecting a decrease in deposit income as a result of a decline in market interest rates, offset in part82

by an increase in noninterest income as a result of an increase in fees in connection with investment trusts andindividual annuities. The decrease was offset in part by an increase of ¥8.9 billion in gross profits from trading
and others as a result of flexible and timely asset-and-liability management operations that appropriately captured
interest rate movements in domestic and overseas financial markets.
General and administrative expenses for Pre-Merger Mizuho Bank increased by ¥1.6 billion, or 0.3%,
compared to the fiscal year ended March 31, 2011 to ¥556.4 billion due to an increase in expenses related to
employee retirement benefits offset in part by our group-wide cost reduction efforts.
As a result, net business profits of Pre-Merger Mizuho Bank for the fiscal year ended March 31, 2012 were¥242.3 billion, a decrease of ¥12.2 billion, or 4.8%, compared to the fiscal year ended March 31, 2011.
The former Mizuho Investors Securities recorded net business profits of ¥3.7 billion for the fiscal year
ended March 31, 2012, a decrease of ¥5.7 billion compared to the fiscal year ended March 31, 2011, due mainly
to a decrease in commission income as a result of weak equity markets as well as a decrease in net profits fromtrading operations.
As a result mainly of the foregoing, net business profits for the Global Retail Group for the fiscal year ended
March 31, 2012 decreased by ¥20.9 billion, or 7.3%, compared to the fiscal year ended March 31, 2011 to¥267.2 billion.

83

Global Asset & Wealth Management Group Financial Results
The following table shows gross profits, general and administrative expenses (excluding non-recurring
losses) and net business profits for the Global Asset & Wealth Management Group for the fiscal years ended
March 31, 2011, 2012 and 2013:
Total Global
Asset & WealthMizuho Trust &Management
Banking
OthersGroup(in billions of yen)

Fiscal year ended March 31, 2011:
Gross profits(1):Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net noninterest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥ 42.5
81.0

¥ 0.9
45.0

¥ 43.4126.0

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

123.5
79.0
—

45.9
38.5
(2.1)

169.4
117.5
(2.1)

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

¥ 44.5¥ 5.3¥ 49.8

Fiscal year ended March 31, 2012:
Gross profits(1):Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net noninterest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥ 42.7
84.3

¥ 0.7
46.9

¥ 43.4
131.2

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

127.0
78.0
—

47.6
39.1
(1.9)

174.6
117.1
(1.9)

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

¥ 49.0¥ 6.6¥ 55.6

Fiscal year ended March 31, 2013:
Gross profits(1):Net interest income (expenses) . . . . . . . . . . . . . . . . . . . . . . . . .
Net noninterest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥ 41.182.5¥ (0.6)48.4¥ 40.5130.9

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

123.6
74.3
—

47.8
40.0
(1.7)

171.4
114.3
(1.7)

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

¥ 49.3¥ 6.1¥ 55.4Note:(1) Before credit-related costs for trust accounts.
Fiscal year ended March 31, 2013 compared to fiscal year ended March 31, 2012
Gross profits for Mizuho Trust & Banking for the fiscal year ended March 31, 2013 decreased by¥3.4 billion, or 2.7%, from the fiscal year ended March 31, 2012 to ¥123.6 billion. The decrease was due mainly
to a decrease in trading-related income which was robust in the previous fiscal year. The decrease was offset inpart by an increase in income from pensions and asset management, and real estate businesses.
General and administrative expenses for Mizuho Trust & Banking for the fiscal year ended March 31, 2013
decreased by ¥3.7 billion, or 4.7%, compared to the fiscal year ended March 31, 2012 to ¥74.3 billion due to ourefforts to control non-personnel and personnel expenses by improving efficiency.

84

As a result mainly of the foregoing, net business profits for Mizuho Trust & Banking for the fiscal year
ended March 31, 2013 increased by ¥0.3 billion, or 0.6%, compared to the fiscal year ended March 31, 2012 to¥49.3 billion.
Net business profits for the Global Asset & Wealth Management Group for the fiscal year ended March 31,
2013 decreased by ¥0.2 billion, or 0.4%, compared to the fiscal year ended March 31, 2012 to ¥55.4 billion.
Fiscal year ended March 31, 2012 compared to fiscal year ended March 31, 2011
Gross profits for Mizuho Trust & Banking for the fiscal year ended March 31, 2012 increased by¥3.5 billion, or 2.8%, from the fiscal year ended March 31, 2011 to ¥127.0 billion. The increase was due mainly
to an increase in noninterest income mainly from real estate business as well as a slight increase in net interest
income.
General and administrative expenses for Mizuho Trust & Banking decreased by ¥1.0 billion, or 1.3%,
compared to the fiscal year ended March 31, 2011 to ¥78.0 billion due to a decrease in non-personnel expenses
despite an increase in expenses related to employee retirement benefits.
As a result mainly of the foregoing, net business profits for the Global Asset & Wealth Management Groupfor the fiscal year ended March 31, 2012 increased by ¥5.8 billion, or 11.6%, compared to the fiscal year ended
March 31, 2011 to ¥55.6 billion.
“Substantive One Bank” Structure
Pre-Merger Mizuho Bank and Mizuho Corporate Bank(“Substantive One Bank” Structure)
Trading
RetailCorporateandbankingbanking
International
othersTotal(in billions of yen)

Fiscal year ended March 31, 2012:
Gross profits:
Net interest income . . . . . . . . . . . . . . . . . . . . . . .
Net noninterest income . . . . . . . . . . . . . . . . . . . .

¥224.332.1¥425.1268.1¥ 90.386.9¥200.7153.0¥ 940.4
540.1

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative expenses . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

256.4
218.6
—

693.2
316.1
—

177.2
60.3
—

353.7
206.3
—

1,480.5
801.3—

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

¥ 37.8¥377.1¥116.9¥147.4¥ 679.2

Fiscal year ended March 31, 2013:
Gross profits:
Net interest income . . . . . . . . . . . . . . . . . . . . . . .
Net noninterest income . . . . . . . . . . . . . . . . . . . .

¥210.637.4¥391.3303.1¥109.6104.7¥204.0201.9¥ 915.5
647.1

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative expenses . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

248.0
209.3
—

694.4
296.7
—

214.3
61.5
—

405.9
198.0
—

1,562.6
765.5—

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

¥ 38.7¥397.7¥152.8¥207.9¥ 797.1

85

Geographical Segment Analysis
The following table presents consolidated income statement and total assets information by major
geographic area. Foreign activities are defined as business transactions that involve customers residing outside ofJapan. However, as our operations are highly integrated globally, we have made estimates and assumptions forthe allocation of assets, liabilities, income and expenses among the geographic areas.
Japan

Fiscal year ended March 31, 2011:
Total revenue(1) . . . . . . . . . . . . . . . . . . . . . . . . .
Total expenses(2) . . . . . . . . . . . . . . . . . . . . . . . .

¥Income before income tax expense . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . .
Total assets at end of fiscal year . . . . . . . . . . .
Fiscal year ended March 31, 2012:
Total revenue(1) . . . . . . . . . . . . . . . . . . . . . . . . .
Total expenses(2) . . . . . . . . . . . . . . . . . . . . . . . .

Total assets at end of fiscal year . . . . . . . . . . .
Fiscal year ended March 31, 2013:
Total revenue(1) . . . . . . . . . . . . . . . . . . . . . . . . .
Total expenses(2) . . . . . . . . . . . . . . . . . . . . . . . .

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

¥

134

282
112
170

¥

166

128
70

¥

58
¥

57

144
76

Total

¥

68
¥

61

2,497
1,886
611

¥

418

¥125,413¥21,795¥ 8,522¥ 6,256¥161,986

¥

¥

¥

¥

¥

1,966
1,561
405

¥

419

251
104
147

¥

131

132
103
29

¥

28

178
96
82

¥

71

2,527
1,864
663

¥

649

¥124,444¥25,369¥ 8,868¥ 7,681¥166,362

¥

¥

¥

¥

¥

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

¥315

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

1,943
1,628

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

2,191
1,669
522

¥

525

¥126,769

384
141
243

¥

252

¥31,169

126
48
78

¥

75

¥10,591

162
120
42

¥

29

¥10,218

2,863
1,978
885

¥

881

¥178,747

Notes:(1) Total revenue includes interest and dividend income and noninterest income.
(2) Total expenses include interest expense, provision (credit) for loan losses and noninterest expenses.
Fiscal Year Ended March 31, 2013 Compared to Fiscal Year Ended March 31, 2012
In the fiscal year ended March 31, 2013, 59.6% of our net income was derived from Japan, 28.6% from theAmericas, 8.5% from Europe and 3.3% from Asia/Oceania excluding Japan, and others. At March 31, 2013,
70.9% of total assets were allocated to Japan, 17.5% to the Americas, 5.9% to Europe and 5.7% to Asia/Oceania
excluding Japan, and others.
Total revenue in Japan increased by ¥225 billion from the previous fiscal year due mainly to the change
from investment losses—net in the previous fiscal year to investment gains—net in the fiscal year ended
March 31, 2013 and an increase in trading account gains—net, offset in part by a decrease in interest anddividend income. The change in investment gains (losses)—net was due mainly to investment gains related toequity securities in the fiscal year ended March 31, 2013 compared to investment losses related to equity
securities in the previous fiscal year and an increase in investment gains related to bonds. The change ininvestment gains (losses) related to equity securities was due mainly to an increase in gains on sale of equity
securities as a result of an upturn in domestic stock market conditions. The increase in investment gains related tobonds was due mainly to an increase in gains related to sales of Japanese government bonds as a result of
declining yen interest rates. The increase in trading account gains—net was due mainly to an increase in trading86account gains earned by our securities subsidiary related to bonds reflecting a decline in yen interest rate levels
and related to domestic equity securities reflecting an upturn in domestic market conditions. The decrease ininterest and dividend income was due mainly to a decrease in interest income from domestic loans, which in turnwas due mainly to a decrease in the average yield, reflecting a decline in yen interest rate levels, and a decreasein the average balance. Total expenses increased by ¥108 billion from the previous fiscal year due to an increasein provision for loan losses, offset in part by a decrease in noninterest expenses. The increase in provision forloan losses was due primarily to an increase in allowance for loan losses on non-impaired loans. The decrease innoninterest expenses was due mainly to decreases in general and administrative expenses and salaries andemployee benefits. The decrease in general and administrative expenses was due mainly to our continuous groupwide cost reduction efforts and the decrease in salaries and employee benefits was due mainly to the effect of
decreased employee retirement benefit expenses. In addition, income tax benefit decreased by ¥11 billion fromthe previous fiscal year due mainly to an increase in current income tax expense. As a result, net income in Japan
increased by ¥106 billion. Total assets in Japan increased by ¥2,325 billion due primarily to an increase ininterest-bearing deposits in other banks, offset in part by decreases in investments and trading account assets.
In the Americas, total revenue increased by ¥133 billion due primarily to increases in trading accountgains—net and interest and dividend income. The increase in trading account gains—net was due mainly to anincrease in gains recorded by consolidated VIEs as a result of an improvement in market conditions and anincrease in gains related to change in the fair value of foreign currency-denominated available-for-sale securities
for which the fair value option was elected. The increase in interest and dividend income was due mainly to anincrease in interest income on receivables under resale agreements of our securities subsidiary in the UnitedStates. Total expenses increased by ¥37 billion due primarily to increases in interest expense on payables under
repurchase agreements of our securities subsidiary in the United States and salaries and employee benefits. As aresult, net income in the Americas increased by ¥121 billion. Total assets in the Americas increased by ¥5,800
billion due primarily to increases in trading account assets and loans.
In Europe, total revenue decreased by ¥6 billion due primarily to a decrease in interest income onreceivables under resale agreements. Total expenses decreased by ¥55 billion due mainly to a decrease inprovision for loan losses. As a result, net income in Europe increased by ¥47 billion. Total assets in Europe
increased by ¥1,723 billion due primarily to increases in trading account assets and loans.
In Asia/Oceania excluding Japan, and others, total revenue decreased by ¥16 billion due primarily to adecrease in other noninterest income, offset in part by an increase in interest from loans, which in turn was due
mainly to an increase in the average balance. The decrease in other noninterest income was due mainly to adecrease in foreign exchange gains (losses)—net. Total expenses increased by ¥24 billion due mainly toincreases in provision for loan losses and salaries and employee benefits. As a result, net income in Asia/Oceania
excluding Japan, and others decreased by ¥42 billion. Total assets in Asia/Oceania excluding Japan, and others
increased by ¥2,537 billion due primarily to increases in loans and investments.
Fiscal Year Ended March 31, 2012 Compared to Fiscal Year Ended March 31, 2011
In the fiscal year ended March 31, 2012, 64.6% of our net income was derived from Japan, 20.2% from theAmericas, 4.3% from Europe and 10.9% from Asia/Oceania excluding Japan, and others. At March 31, 2012,
74.8% of total assets were allocated to Japan, 15.3% to the Americas, 5.3% to Europe and 4.6% to Asia/Oceania
excluding Japan, and others.
Total revenue in Japan increased by ¥23 billion from the previous fiscal year due to an increase in trading
account gains—net, offset in part by decreases in investment gains (losses)—net and interest and dividend
income. The increase in trading account gains—net was due mainly to an increase in gains related to changes in
the fair value of foreign currency-denominated available-for-sale securities for which the fair value option waselected. The decrease in investment gains (losses)—net was due mainly to an increase in investment losses
related to equity securities and a decrease in investment gains related to bonds. The increase in investment losses
related to equity securities was due mainly to an increase in impairment losses on equity securities as a result of87

declines in market prices. The decrease in investment gains related to bonds was due mainly to a decrease ingains related to sales of long-term Japanese government bonds. The decrease in interest and dividend income wasdue mainly to a decrease in interest income from domestic loans, which in turn was due mainly to a decrease in
the average yield, reflecting a decline in yen interest rate levels, and a decrease in the average balance. Total
expenses decreased by ¥67 billion from the previous fiscal year due to an increase in credit for loan losses and adecrease in interest expenses, offset in part by an increase in noninterest expenses. The credit for loan losses wasdue primarily to upgrades in the obligor categories of a broad range of borrowers mainly through our credit
management activities, including business revitalization support for borrowers, the effect of which was enhanced
against a backdrop of the improving domestic economic environment as described in “—Overview—Operating
Environment,” reflecting the continuing gradual recovery of the Japanese economy. See “—Financial
Condition—Assets—Allowance for Loan Losses—Provision for loan losses.” The decrease in interest expenses
was due mainly to a decrease in interest expense on deposits, which in turn was due to a decrease in averageinterest rate, reflecting a decline in yen interest rate levels. The increase in noninterest expenses was due mainly
to an increase in salaries and employee benefits, offset in part by a decrease in general and administrative
expenses. The increase in salaries and employee benefits was due mainly to the effect of increased employee
retirement benefit expenses, and the decrease in general and administrative expenses was due mainly to ourefforts to enhance our cost efficiency through detailed reviews. In addition, we had an income tax benefit¥14 billion in Japan in the fiscal year ended March 31, 2012 compared to an income tax expense of ¥181 billion
in the previous fiscal year. The tax benefit was the result of an increase in deferred tax assets, net of valuation
allowance, reflecting an increase in our estimation of future taxable income offset in part by the reduction ofeffective statutory tax rate as a result of Japanese tax reforms. As a result, net income in Japan increased by¥285 billion. Total assets in Japan decreased by ¥969 billion due primarily to decreases in interest-bearing
deposits in other banks and cash and due from banks, offset in part by an increase in investments.
In the Americas, total revenue decreased by ¥31 billion due primarily to decreases in investment gains—net
and trading account gains (losses)—net. Total expenses decreased by ¥8 billion due primarily to a decrease ininterest expense on payables under repurchase agreements, offset in part by an increase in provision for loan
losses. As a result, net income in the Americas decreased by ¥35 billion. Total assets in the Americas increasedby ¥3,574 billion due primarily to increases in trading account assets and loans.
In Europe, total revenue increased by ¥4 billion due primarily to an increase in trading account gains(losses)—net. Total expenses increased by ¥33 billion due mainly to an increase in interest expense on interestbearing deposits, which in turn was due mainly to an increase in the average balance, primarily certificate ofdeposits. As a result, net income in Europe decreased by ¥29 billion. Total assets in Europe increased by¥346 billion due primarily to an increase in loans.
In Asia/Oceania excluding Japan, and others, total revenue increased by ¥34 billion due primarily to anincrease in interest and dividend income. The increase in interest and dividend income was due mainly to anincrease in interest from loans, which in turn was due mainly to an increase in the average balance. Total
expenses increased by ¥20 billion due mainly to increases in interest expense on interest-bearing deposits andprovision for loan losses. The increase in interest expense on interest-bearing deposits was due mainly to anincrease in the average balance, as well as an increase in average interest rate. As a result, net income in Asia/
Oceania excluding Japan, and others increased by ¥10 billion. Total assets in Asia/Oceania excluding Japan, andothers increased by ¥1,425 billion due primarily to an increase in loans.

88Financial Condition
AssetsOur assets as of March 31, 2012 and 2013 were as follows:
As of March 31,
Increase2012
2013(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 loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥1,217 ¥ 1,268 ¥
51
6,147
11,216
5,069
249
531
282
7,122
9,025
1,903
6,406
5,544
(862)
30,946
34,0673,121
44,044
43,252(792)
65,98969,833
3,844
(683)
(773)
(90)

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

65,306
1,105
77
246
6
70
837
2,584

69,060
1,092
102
276
6
64
642
2,602

3,754
(13)
25
30
0
(6)
(195)
18

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

¥166,362¥178,747¥12,385

Total assets increased by ¥12,385 billion from the end of the previous fiscal year to ¥178,747 billion as ofMarch 31, 2013. This increase was due mainly to an increase of ¥5,069 billion in interest-bearing deposits inother banks, primarily those in the Bank of Japan, an increase of ¥3,754 billion in loans, net of allowance,
primarily loans to foreign borrowers, an increase of ¥3,121 billion in trading account assets, primarily
U.S. Treasury bonds and other foreign government bonds, and an increase of ¥1,903 billion in receivables underresale agreements.

89LoansLoans Outstanding
The following table shows our loans outstanding as of March 31, 2012 and 2013:
As of March 31,
Increase2012
2013(decrease)(in billions of yen, except percentages)

Domestic:
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 7,587
Construction and real estate . . . . . . . . . . . . . . . . . . . . .
7,271
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,981
Wholesale and retail . . . . . . . . . . . . . . . . . . . . . . . . . .
5,295
Transportation and communications . . . . . . . . . . . . . .
3,201Banks and other financial institutions . . . . . . . . . . . . .
3,501
Government and public institutions . . . . . . . . . . . . . . .
6,912
Other industries(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,319
Individuals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,910Mortgage loans . . . . . . . . . . . . . . . . . . . . . . . . . .
11,191Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
719

11.5% ¥ 8,079
11.0
7,478
6.0
3,972
8.0
5,356
4.9
3,147
5.3
3,143
10.5
6,907
6.5
4,522
18.0
11,976
16.9
11,234
1.1
742

11.5% ¥ 492
10.7
207
5.7
(9)
7.6
61
4.5
(54)
4.5
(358)
9.9
(5)
6.5
203
17.1
66
16.1
43
1.0
23

0.0%
(0.3)
(0.3)
(0.4)
(0.4)
(0.8)
(0.6)
0.0
(0.9)
(0.8)
(0.1)

Total domestic . . . . . . . . . . . . . . . . . . . . . . .
Foreign:
Commercial and industrial . . . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . . . . . . . . .
Government and public institutions . . . . . . . . . . . . . . .
Other(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

53,97781.7

54,580

78.0

603

(3.7)

8,146
3,343
522
91

12.3
5.1
0.8
0.1

10,481
4,089
596
199

15.0
5.8
0.9
0.3

2,335
746
74
108

2.7
0.7
0.1
0.2

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

12,102

18.3

15,365

22.0

3,263

3.7

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

66,079100.0% 69,945

100.0% 3,866—

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

(90)

(112)

(22)

Total loans before allowance for loan losses . . . . . . . . . . . .

¥65,989¥69,833¥3,844Note:(1) “Other industries” within domestic and “other” within foreign include trade receivables and leasereceivables of consolidated VIEs.
Total loans before allowance for loan losses increased by ¥3,844 billion from the end of the previous fiscal
year to ¥69,833 billion as of March 31, 2013. Loans to domestic borrowers increased by ¥603 billion to ¥54,580
billion due mainly to increases in loans to manufacturing, construction and real estate, and other industries, offset
in part by a decrease in loans to banks and other financial institutions.
Loans to foreign borrowers increased by ¥3,263 billion from the end of the previous fiscal year to ¥15,365
billion as of March 31, 2013. The increase in loans to foreign borrowers was due mainly to increases in loans tocommercial and industrial, mainly in Asia, and the translation impact of the depreciation of the yen against othermajor currencies.
Within our loan portfolio, the proportion of loans to domestic borrowers decreased from 81.7% to 78.0%
while that of loans to foreign borrowers increased from 18.3% to 22.0%.

90Impaired Loans
GeneralUnder our group’s credit risk management, we use an internal rating system that consists of credit ratingsand pool allocations as the basis of our 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 of incurrence of losses for individual loan by taking into consideration various factors such as
collateral or guarantee involved. In principle, obligor ratings are applied to all obligors except those to whichpool allocations are applied, and are subject to regular review at least once a year as well as special review whichis required whenever the obligor’s credit standing changes. Pool allocations are applied to small balance loans.
We pool loans with similar risk characteristics, and the risk is assessed and managed according to such pool. We
generally review the appropriateness and effectiveness of the approach to obligor ratings and pool allocations
once a year in accordance with predetermined procedures. The table below presents our definition of obligor
ratings used by Mizuho Bank and Mizuho Trust & Banking:Obligor category

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 environmental changes is low.
Obligors that require observation going forward because of either minor
concerns regarding their financial position, or somewhat weak or unstablebusiness 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 of principal or interest
payments, or problems with their financial position as a result of their weak or
unstable business condition.
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(1)E1

E2Intensive control

F

Substantiallybankrupt

G

Bankrupt

HNote:(1) Special attention obligors are watch obligors with debt in troubled debt restructuring or 90 days or moredelinquent debt, and we consider all such loans impaired.
We consider loans to be impaired when it is probable that we will be unable to collect all the scheduled
payments of principal and interest when due according to the contractual terms of the loan. We determine loans
to special attention, intensive control, substantially bankrupt and bankrupt obligors as impaired loans. We do nothave 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 as91

impaired loans. All of our impaired loans are designated as nonaccrual loans. See “Item 11. Quantitative andQualitative Disclosures about Market 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 loan losses.
We endeavor to remove impaired 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 obligors to be infinancial difficulty when its rating based on our internal rating system is at 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 non-impaired loans, as well as accrual status, when
we determine that the borrower poses no problems regarding current certainty of debt fulfillment, i.e., theborrower qualifies for a rating of D or above based on our internal rating system. Based on our historicalexperience, 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 impaired loans based on
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, 2013, the balance ofrestructurings that are troubled debt restructurings was ¥915 billion, and the balance of restructurings that are nottroubled debt restructurings was ¥164 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, 2013 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.
92

Balance of impaired loans
The following table shows our impaired loans as of March 31, 2012 and 2013 based on classifications bydomicile and industry segment:
As of March 31,
2012
2013
Increase (decrease)
Ratio to grossRatio to grossRatio to gross
Impaired total loans to Impaired total loans to Impaired total loans toloans
industryloans
industryloans
industry(in billions of yen, except percentages)

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

¥ 297
205
119
201

3.9%
2.8
3.0
3.8

¥ 336
249
90
173

4.2%
3.3
2.3
3.2

¥ 39
44
(29)
(28)

0.3%
0.5
(0.7)
(0.6)

53

1.7

59

1.9

6

0.2

12
4
264

0.3
0.0
2.2

14
5
235

0.4
0.0
2.0

2
1
(29)

0.1
0.0
(0.2)

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

1,155
155

2.1
1.3

1,161
303

2.1
2.0

6
148

0.0
0.7

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

¥1,3102.0¥1,464

2.1

¥154

0.1

Impaired loans increased by ¥154 billion, or 11.8%, from the end of the previous fiscal year to¥1,464 billion as of March 31, 2013. Impaired loans to domestic borrowers increased by ¥6 billion due primarily
to increases in loan balances of some borrowers with low internal credit ratings categorized in construction andreal estate and manufacturing, offset in part by decreases in services, wholesale and retail and individuals.
Impaired loans to foreign borrowers increased by ¥148 billion due primarily to an increase in impaired loans toCentral and South American borrowers as a result of downgrades related to some borrowers and to the translation
impact of the depreciation of the yen against other major currencies.
Reflecting the aforementioned change, the percentage of impaired loans within gross total loans increasedslightly from 2.0% as of March 31, 2012 to 2.1% as of March 31, 2013. The percentage of impaired loans net ofallowance to gross total loans net of allowance also slightly increased from 0.96% as of March 31, 2012 to 1.00%
as of March 31, 2013, as the percentage increase of impaired loans net of allowance exceeded that of gross totalloans net of allowance.
Allowance for Loan Losses
Calculation of allowance for loan losses
Our self-assessment and credit-rating procedures serve as the basis for determining the amount of theallowance for loan losses. The specific methods of calculating the allowance for each category of obligors are as
follows:
Normal and watch obligors . . . . . . . . . . . A formula allowance is calculated separately for obligors with smallbalance, homogeneous loans and for each credit rating category ofcorporate obligors by multiplying the loan balance with the applicable
default ratio (based on internal historical data as well as data provided
by third-party credit rating agencies) and the applicable average
impairment ratio on defaulted loans (based on internal historicaldata).
93

Special attention obligors . . . . . . . . . . . . The allowance for special attention obligors is generally calculated
individually based on the present value of expected future cash flows
discounted at the loan’s initial effective interest rate. A formula
allowance for certain special attention obligors is calculated bygrouping the loans to such obligors and applying the formula
described above for normal and watch obligors but using the default
ratio and average impairment ratio specific to this category.
Intensive control obligors . . . . . . . . . . . . The allowance for intensive control obligors is generally calculated
individually based on the present value of expected future cash flows
discounted at the loan’s initial effective interest rate, based on the
loan’s observable market price, or based on the fair value of thecollateral if the loan is collateral dependent. The allowance for certain
intensive control obligors is calculated by grouping the loans to suchobligors and multiplying the amount of loans less estimated collateralvalue by the default ratio and average impairment ratio specific to thiscategory.
Substantially bankrupt and bankrupt
obligors . . . . . . . . . . . . . . . . . . . . . . . . The allowance is calculated individually and is equal to loan balance,
less estimated collateral value.
Balance of allowance for loan losses
The following table summarizes the allowance for loan losses by component and as a percentage of thecorresponding loan balance as of March 31, 2012 and 2013:
As of March 31,
Increase2012
2013(decrease)(in billions of yen, except percentages)

Allowance for loan losses on impaired loans(1) (A) . . . . . . . . . . . . . . . . . . . .
Allowance for loan losses on non-impaired loans (B) . . . . . . . . . . . . . . . . . .

¥

357
326

¥

406
367

¥

49
41

Total allowance for loan losses (C) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

683

773

90

Impaired loans requiring an allowance for loan losses (D) . . . . . . . . . . . . . .
Impaired loans not requiring an allowance for loan losses (E) . . . . . . . . . . . .
Non-impaired loans(2) (F) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,079
231
64,7691,242
222
68,481

163
(9)
3,712

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

¥66,079¥69,945¥3,866Percentage of allowance for loan losses on impaired loans against thebalance of impaired loans requiring an allowance (A)/(D)x100 . . . . . . . .
Percentage of allowance for loan losses on non-impaired loans against thebalance of non-impaired loans (B)/(F)x100 . . . . . . . . . . . . . . . . . . . . . . . .
Percentage of total allowance for loan losses against gross total loans(C)/(G)x100 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

33.07%

32.71%(0.36)%

0.50

0.54

0.04

1.03

1.11

0.08

Notes:(1) The allowance for loan losses on impaired loans includes those for groups of small balance, homogeneousloans totaling ¥505 billion as of March 31, 2013 which were collectively evaluated for impairment, in
addition to those that were individually evaluated for impairment.
(2) Non-impaired loans refer to loans categorized as “normal obligors” and “watch obligors (excluding special
attention obligors)” under our internal rating system.

94

Allowance for loan losses increased by ¥90 billion from the end of the previous fiscal year to ¥773 billion asof March 31, 2013. This increase was due to an increase of ¥49 billion in the allowance for loan losses on
impaired loans as a result of an increase in foreign impaired loans that required an allowance for loan losses, andan increase of ¥41 billion in the allowance for loan losses on non-impaired loans as a result of increased
estimated loss reflecting changes in business environment surrounding some domestic obligors, offset in part by
the effects of the continuing gradual recovery of the Japanese economy as described in “—Overview—Operating
Environment.” As a result, the percentage of total allowance for loan losses against gross total loans increased by
0.08% to 1.11%, and the percentage of allowance for loan losses on impaired loans against the balance ofimpaired loans requiring an allowance decreased by 0.36% to 32.71%.
The primary factors behind the gap between the 13.2% increase in allowance for loan losses and the 5.8%
increase in the balance of loans in the fiscal year ended March 31, 2013 compared to the previous fiscal year
consisted mainly of the increase in impaired loans requiring allowance for loan losses and the increase inallowance for loan losses on non-impaired loans due to the reasons described in the paragraph above.
In the fiscal year ended March 31, 2013, impaired loans increased by 11.8% due mainly to an increase inforeign impaired loans. Meanwhile, allowance for loan losses on impaired loans increased by 13.7%. The
primary factor underlying this difference was that most of the increase in foreign impaired loans was attributable
to loans that required an allowance for loan losses, while impaired loans not requiring an allowance for loan
losses slightly decreased.
As for the increase of 0.7% in the coverage ratio for impaired loans, this was due to how the percentage
increase of allowance for loan losses was greater than the percentage increase in the amount of impaired loans as
described in the paragraph above.

95

Provision for loan losses
The following table summarizes changes in our allowance for loan losses, including a breakdown of chargeoffs and recoveries by domicile and industry segment, in the fiscal years ended March 31, 2012 and 2013:
Fiscal years ended March 31,
Increase2012
2013(decrease)(in billions of yen)

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

¥735
(23)

¥683
140

¥ (52)
163

18
7
7
14
2
1
2
19

25
5
10
11
2
0
0
17

7
(2)
3
(3)
0
(1)
(2)
(2)

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

70
10

70
25

0
15

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

80

95

15

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

12
12
4
9
2
1
0
3

4
8
3
3
1
1
0
4

(8)
(4)
(1)
(6)
(1)
0
0
1

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

43
9

24
8

(19)
(1)

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

52

32

(20)

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

28
(1)

63
13

35
14

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

¥683

¥773

¥ 90

Note:
(1) “Others” include primarily foreign exchange translation.
We recorded a provision for loan losses of ¥140 billion in the fiscal year ended March 31, 2013 compared toa credit for loan losses of ¥23 billion in the fiscal year ended March 31, 2012. The change was due primarily to
an increase in allowance for loan losses as a result of an increase in foreign impaired loans that required anallowance for loan losses and of increased estimated loss reflecting changes in business environment surrounding
some domestic obligors, offset in part by the effects of the continuing gradual recovery of the Japanese economy
as described in “—Overview—Operating Environment.”96

Charge-offs increased by ¥15 billion from the previous fiscal year to ¥95 billion for the fiscal year ended
March 31, 2013. While charge-offs of domestic loans were ¥70 billion in the fiscal year ended March 31, 2013,
which was the same level as the previous fiscal year, charge-offs of foreign loans increased by ¥15 billion
compared to the previous fiscal year to ¥25 billion in the fiscal year ended March 31, 2013. Recoveries decreasedby ¥20 billion from the previous fiscal year to ¥32 billion in the fiscal year ended March 31, 2013, reflecting adecrease in recoveries on domestic loans.
Investments
The majority of our investments are available-for-sale securities, which at March 31, 2012 and 2013 were as
follows:
As of March 31,
2012
Amortized Fair
cost
value
Available-for-sale securities:
Debt securities . . . . . . . . . . . . . . . .
Japanese government bonds . . .
Other than Japanese
government bonds . . . . . . . . .
Equity securities (marketable) . . . .
Total . . . . . . . . . . . . . . . . . . . . .

¥38,405
32,629¥38,467
32,647

5,776
1,832¥40,237

2013
Increase (decrease)
Net
Net
Net
unrealized Amortized Fair unrealized Amortized Fair unrealized
gains
cost
value
gains
cost
value
gains
(in billions of yen)
¥

62
18

¥36,127
30,710¥36,275
30,783

¥ 148
73

5,820
2,792

44
960

5,417
1,699

5,492
3,139

75
1,440

¥41,259¥1,022¥37,826¥39,414¥1,588¥(2,278) ¥(2,192)(1,919) (1,864)
(359)
(133)

¥ 86
55

(328)
347

31
480

¥(2,411) ¥(1,845)¥566

Available-for-sale securities decreased by ¥1,845 billion from the end of the previous fiscal year to ¥39,414
billion at March 31, 2013. This decrease was due primarily to a decrease in Japanese government bonds due tothe sales and redemptions, offset in part by an increase in equity securities due mainly to the increase in Japanesestock prices as of March 31, 2013 compared to March 31, 2012. See note 3 to our consolidated financial
statements included elsewhere in this annual report for details of other investments included within investments.
Cash and Due from Banks
Cash and due from banks increased by ¥51 billion from the end of the previous fiscal year to ¥1,268 billion
at March 31, 2013. The increase was due to net cash provided by financing activities of ¥7,640 billion offset inpart by net cash used in operating activities of ¥1,298 billion and net cash used in investing activities by ¥6,322
billion.

97

Liabilities
The following table shows our liabilities as of March 31, 2012 and 2013:
As of March 31,
Increase2012
2013(decrease)(in billions of yen)

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

¥ 91,234
560
5,669
12,1737,841
213
13,737
16,977
77
34
16
177
8,462
4,545

¥100,222
619
6,127
17,451
11,496252
6,472
16,769
102
38
14
159
8,802
4,367

¥ 8,988
59
458
5,278
3,655
39
(7,265)
(208)
25
4
(2)
(18)
340
(178)

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

¥161,715¥172,890¥11,175

Total liabilities increased by ¥11,175 billion from the end of the previous fiscal year to ¥172,890 billion atMarch 31, 2013. This increase was due primarily to an increase of ¥8,988 billion in deposits and an increase of¥2,224 billion in short-term borrowings. Short-term borrowings include due to trust accounts, call money andfunds purchased, payables under repurchase agreements, payables under securities lending transactions,commercial paper and other short-term borrowings.
Deposits
The following table shows a breakdown of our deposits as of March 31, 2012 and 2013:
As of March 31,
Increase2012
2013(decrease)(in billions of yen)Domestic:
Noninterest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥11,357
68,670¥ 12,139
74,218

¥ 782
5,548

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

80,02786,357

6,330

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

611
10,596836
13,029225
2,433

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

11,207

13,865

2,658

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

¥91,234¥100,222¥8,988Deposits increased by ¥8,988 billion from the end of the previous fiscal year to ¥100,222 billion atMarch 31, 2013. Domestic deposits increased by ¥6,330 billion from March 31, 2012 to ¥86,357 billion atMarch 31, 2013. Domestic noninterest-bearing deposits, mainly from Japanese companies, increased by¥782 billion to ¥12,139 billion at March 31, 2013, and interest-bearing deposits, mainly from individuals,
98increased by ¥5,548 billion from the end of the previous fiscal year to ¥74,218 billion at March 31, 2013. Foreigndeposits increased by ¥2,658 billion from the end of the previous fiscal year to ¥13,865 billion due mainly to anincrease in time deposits and the translation impact of the depreciation of the yen against other major currencies.
Short-term Borrowings
The following table shows a breakdown of our short-term borrowings as of March 31, 2012 and 2013:
As of March 31,
2012
Domestic Foreign—

2013
Increase (decrease)
Domestic Foreign Total Domestic Foreign Total(in billions of yen)
560 ¥ 619 ¥ — ¥ 619 ¥59 ¥ — ¥59

Total

Due to trust accounts . . . . . . . . . . . . . . . . . . . . . . . ¥ 560
Call money and funds purchased, and payables
under repurchase agreements and securities
lending transactions . . . . . . . . . . . . . . . . . . . . . 13,758
Commercial paper . . . . . . . . . . . . . . . . . . . . . . . . .
115
Other short-term borrowings . . . . . . . . . . . . . . . . . 13,557¥

Total short-term borrowings . . . . . . . . . . . . . . . . . ¥27,990¥12,203 ¥40,193 ¥25,385

11,92598
180¥

25,683
213
13,737

18,222
88
6,456

16,852164
1635,074
252
6,472

4,464
(27)
(7,101)

4,927
66
(164)

9,391
39
(7,265)¥17,032 ¥42,417¥(2,605)¥4,829 ¥ 2,224

Short-term borrowings increased by ¥2,224 billion from the end of the previous fiscal year to¥42,417 billion at March 31, 2013. Domestic short-term borrowings decreased by ¥2,605 billion due mainly to adecrease in other short-term borrowings from the Bank of Japan, offset in part by an increase in payables under
securities lending transactions. Foreign short-term borrowings increased by ¥4,829 billion due mainly to anincrease in payables under repurchase agreements and the translation impact of the depreciation of the yen
against other major currencies.
EquityThe following table shows a breakdown of equity as of March 31, 2012 and 2013:
As of March 31,
Increase2012
2013(decrease)(in billions of yen)

MHFG shareholders’ equity:
Preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 410 ¥ 377
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,428
5,461
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,606)(883)
Accumulated other comprehensive income, net of tax . . . . . . . . . . . . . . . . . . .
246
778
Treasury stock, at cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(7)(5)¥ (33)
33
723
532
2

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

4,471
176

5,728
129

1,257
(47)

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

¥ 4,647¥5,857¥1,210Equity increased by ¥1,210 billion from the end of the previous fiscal year to ¥5,857 billion due mainly to adecrease in accumulated deficit and an increase in accumulated other comprehensive income, net of tax.
Preferred stock decreased by ¥33 billion from the end of the previous fiscal year to ¥377 billion atMarch 31, 2013 as a result of the conversion of preferred stock to common stock.
Common stock increased by ¥33 billion from the end of the previous fiscal year to ¥5,461 billion atMarch 31, 2013 primarily as a result of the issuance of new shares of common stock related to the conversion ofpreferred stock to common stock.
99

Accumulated deficit decreased by ¥723 billion from the end of the previous fiscal year to ¥883 billion atMarch 31, 2013. This decrease was due to net income attributable to MHFG shareholders for the fiscal year
ended March 31, 2013 of ¥875 billion offset in part by dividend payments of ¥152 billion.
Accumulated other comprehensive income, net of tax increased by ¥532 billion from the end of the previous
fiscal year to ¥778 billion at March 31, 2013 due to an increase in unrealized net gains on available-for-salesecurities of ¥367 billion, an improvement of foreign currency translation adjustments by ¥87 billion and an
improvement in pension liability adjustments of ¥78 billion.
Treasury stock, at cost decreased by ¥2 billion from the end of the previous fiscal year to ¥5 billion atMarch 31, 2013.
Noncontrolling interests decreased by ¥47 billion from the end of the previous fiscal year to ¥129 billion atMarch 31, 2013.
Liquidity
We continuously endeavor to enhance the management of our liquidity profile and strengthen our capitalbase to meet our customers’ loan demand and deposit withdrawals and respond to unforeseen situations such as
adverse movements in stock, foreign currencies, interest rates and other markets or changes in general domestic
or international 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 Market Risk—Market and Liquidity Risk
Management—Liquidity Risk Management Structure.”
Deposits, based on our broad customer base and brand recognition in Japan, have been our primary sourceof liquidity. Our total deposits increased by ¥8,988 billion, or 9.9%, from the end of the previous fiscal year to¥100,222 billion as of March 31, 2013. Our average balance of deposits for the fiscal year ended March 31, 2013of ¥93,238 billion exceeded our average balance of loans for the same period by ¥25,727 billion. We invested theexcess 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 agreement. We also issue long-term debt, including both senior and subordinated debt,
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 capital
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 our principal banking subsidiaries by S&P and Moody’s as of July 1, 2013:
As of July 1, 2013
S&P

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

Moody’s

Long-term

Short-termStand-alone
credit profile

A+(1)
A+(1)

A-1
A-1

a
a

Long-term

Short-term

Financialstrength

A1
A1

P-1
P-1

CC-

Note:
(1) Negative outlook.
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. In the event of future declines in our credit quality or that ofJapan in general, we expect to be able to purchase foreign currencies in sufficient amounts using the yen funds
100raised through our domestic customer base. As further measures to support our foreign currency liquidity, wehold foreign debt securities, maintain credit lines and swap facilities denominated in foreign currencies andpledge collateral to the U.S. Federal Reserve Bank to support future credit extensions.
In order to maintain an appropriate level of 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 monthly ALM & market risk management committee.
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 haveestablished and apply classifications for the cash flow conditions affecting the group, including the amount ofliquidity reserve assets, that range from “normal” to “cause for concern” and “critical” categories and takeappropriate actions based on such conditions. As of March 31, 2013, the balance of Japanese government bonds
included within our investments was ¥30.8 trillion (excluding held-to-maturity securities), and a majority of thisamount, which has historically not fluctuated significantly over the course of a fiscal year, was classified as theprincipal component of liquidity reserve assets.
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 Law and related
regulations. Failure to meet minimum capital requirements may initiate certain mandatory actions by regulators
that, if undertaken, could have a direct material effect on our financial condition and results of operations.
Basel II & III
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 (“BIS”) and are intended to further strengthen the soundness
and stability of Japanese banks. Effective March 31, 2007, new guidelines were implemented by the Financial
Services Agency to comply with the new capital adequacy requirements set by BIS called Basel II. The
framework of Basel II is based on the following three pillars: minimum capital requirements; supervisory review;
and market discipline.
In May 2011, the capital adequacy guidelines were revised by the Financial Services Agency to comply withthe package of measures to enhance the Basel II framework approved by the Basel Committee on Banking
Supervision in July 2009. The new guidelines include the strengthening of rules governing trading book capitaland the strengthening of treatment of certain securitizations under the first pillar. The new guidelines have beeneffective since the end of December 2011.
In December 2010, the Basel Committee on Banking Supervision issued the Basel III rules text (later
revised in June 2011 and January 2013), which presents the details of global regulatory standards on bank capital
adequacy and liquidity agreed by the Governors and Heads of Supervision, which is the oversight body of theBasel Committee on Banking Supervision, and endorsed by the G20 Leaders at the Seoul summit inNovember 2010. The rules text sets out higher and better-quality capital, better risk coverage, the introduction ofa leverage ratio as a backstop to the risk-based requirement, measures to promote the build up of capital that canbe drawn down in periods of stress, and the introduction of two global liquidity standards. The Financial Services
101Agency’s revisions to its capital adequacy guidelines became effective from March 31, 2013, which generally
reflect rules in the Basel III rules text that have been applied from January 1, 2013. While the three-pillar
structure of Basel II has been retained, Basel III includes various changes as described further below.
Under the first pillar, the capital ratio is calculated by dividing regulatory capital, or risk-based capital, by
risk-weighted assets. With respect to the calculation of risk-weighted assets, Mizuho Financial Group adopts theadvanced internal ratings-based approach. Under such approach, balance sheet assets and off-balance sheet
exposures, calculated under Japanese GAAP, are assessed in terms of credit risk according to risk components
such as probability of default and loss given default, which are derived from our own internal credit experience.
In addition to credit risk, banks are required to measure and apply capital charges with respect to their market
risks. Market risk is defined as the risk of losses in on- and off-balance-sheet positions arising from movements
in market prices. Operational risk, which was introduced under Basel II with respect to regulatory capitalrequirements, is the risk of loss resulting from inadequate or failed internal processes, people and systems, orfrom external events. Mizuho Financial Group adopts the advanced measurement approach for the measurementof operational risk equivalent by taking account of the following four elements: internal loss data; external loss
data; scenario analysis; and business environment and internal control factors. Under Basel III, the calculation
method of risk-weighted assets was revised, including modification to the treatment of counterparty credit risk,such as the capital charge for credit valuation adjustment risk.
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, in requiring a target minimum standard capital adequacy ratio of 8%,
Tier 1 capital ratio of 6% (4.5% in 2013 and 5.5% in 2014) and Common Equity Tier 1 capital ratio of 4.5%
(3.5% in 2013 and 4.0% in 2014), on both a consolidated and non-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.
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 shareholders’ equity, retained
earnings, accumulated other comprehensive income and other disclosed reserves, minority interest and others
less any regulatory adjustments. Additional Tier 1 capital generally consists of instruments issued by the bankthat 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 the bank, such as subordinated debt, that meet the criteria forinclusion in Tier 2 capital, instruments issued by consolidated subsidiaries of the bank and held by third parties
that meet the criteria for inclusion in Tier 2 capital, general reserve for possible losses on loans, equaling the sumof (i) the excess of the amount of qualified reserves over the amount of expected losses and (ii) the amount ofgeneral reserves calculated based on the standardized approach, and others less any regulatory adjustments.
The minimum requirement for Common Equity Tier 1 capital will be raised in phases from 3.5% ofrisk-weighted assets in March 2013 to 4.5% when fully effective in March 2015. Thereafter, a capitalconservation buffer, to be met with Common Equity Tier 1 capital, is expected to be phased in beginning March
2016 at 0.625% until becoming fully effective in March 2019 at 2.5%, although the capital adequacy guidelines
related to the capital conservation buffer have not yet been published by the Financial Services Agency. Thus theCommon Equity Tier 1 capital requirement, including capital conservation buffer, is expected to be 7.0%
beginning March 2019. In addition, subject to national discretion by the respective regulatory authorities, acountercyclical buffer ranging from 0% to 2.5%, consisting of Common Equity Tier 1 capital or other fully loss
absorbing capital, would also be imposed on banking organizations through an extension of the capitalconservation buffer when the relevant national authority judges a period of excess credit growth to be leading to
the build up of system-wide risk. The countercyclical buffer for internationally active banks will be a weighted
average of the buffers deployed across all the jurisdictions to which it has credit exposures. Moreover, capital
instruments that will no longer qualify as Additional Tier 1 capital or Tier 2 capital under Basel III is being
phased out beginning March 2013 by increments of 10% until becoming fully effective in March 2022. Our
102

existing preferred stock and preferred securities (the amounts thereof included within Additional Tier 1 capital asof March 31, 2013 being ¥1,874.8 billion) and our existing subordinated debt (the amounts thereof included
within Tier 2 capital as of March 31, 2013 being ¥1,518.3 billion) are subject to the phase-out arrangements.
In November 2011, the Financial Stability Board announced policy measures to address systemicallyimportant financial institutions (“SIFIs”), which were endorsed by the G20 leaders at the Cannes summit. The
policy measures include requirements for globally systemically important banks (“G-SIBs”) to have additionalloss 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 be in addition to the 7.0% Common Equity Tier 1
capital requirement (including capital conservation buffer). The additional loss absorbency requirements will
initially apply to G-SIBs identified in November 2014. The requirements will be phased in starting in January
2016 with full implementation by January 2019. Also in November 2011, the Financial Stability Board identified
an initial group of G-SIFIs, namely 29 G-SIBs, including us, using a methodology developed by BaselCommittee on Banking Supervision, and announced that the group of G-SIFIs will be updated annually andpublished by the Financial Stability Board each November. In November 2012, the list of G-SIBs was updated
and it showed the allocation to buckets corresponding to their required level of additional loss absorbency. We
were included in the list and were allocated to the bucket that would require 1.0% of additional loss absorbency.
Regulatory adjustments are to be applied mainly to the calculation of Common Equity Tier 1 capital in theform of the deductions and prudential filters related to the following:•

Goodwill and other intangibles•

Deferred tax assets•

Cash flow hedge reserve that relates to the hedging of items that are not fair valued on the balance sheet•

Shortfall of the stock of provisions to expected losses under the internal ratings-based approach•

Gain on sale related to securitization transactions•

Cumulative gains and losses due to changes in own credit risk on fair valued financial liabilities•

Defined benefit pension fund assets and liabilities•

Treasury stock•

Reciprocal cross holdings of capital of banking, financial and insurance entities•

Investments in the capital of banking, financial and insurance entities that are outside the scope of
regulatory consolidation

Regulatory adjustments would be fully deducted in the calculation of Common Equity Tier 1 capital by
March 2018. The regulatory adjustments will begin at 20% of the required deductions in the calculation ofCommon Equity Tier 1 capital in March 2014 and will be increased by 20% increments per year throughMarch 2018 when the regulatory adjustments reach 100%. During this transition period, the remainder not
deducted from capital will continue to be subject to existing national treatments.

103

The capital requirements and regulatory adjustments will be phased in over a transitional period as follows(italicized percentages indicate those still in transition periods):
March March March March
2013
2014
2015
2016

March
2017

March
2018

March
2019

March
2020

March
2021

March
2022

Minimum Common Equity Tier 1
capital(1) . . . . . . . . . . . . . . . . . . 3.5% 4.0% 4.5% 4.5% 4.5% 4.5% 4.5% 4.5% 4.5% 4.5%
Minimum Tier 1 capital(1) . . . . . . 4.5% 5.5% 6.0% 6.0% 6.0% 6.0% 6.0% 6.0% 6.0% 6.0%
Minimum total capital(1) . . . . . . . . 8.0% 8.0% 8.0% 8.0% 8.0% 8.0% 8.0% 8.0% 8.0% 8.0%
Capital conservation buffer . . . . . 0.0% 0.0% 0.0% 0.625% 1.25% 1.875% 2.5% 2.5% 2.5% 2.5%
Phase out of recognition of capital
instruments that no longer
qualify as capital(1) . . . . . . . . . . 90.0% 80.0% 70.0% 60.0% 50.0% 40.0% 30.0% 20.0% 10.0% 0.0%
Phase-in of deductions from
capital(1) . . . . . . . . . . . . . . . . . . 0.0% 20.0% 40.0% 60.0% 80.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Additional loss absorbency
requirements for G-SIBs . . . . . ——— Additional loss absorption capacity tailored to theimpact of the entity’s default, ranging from 1% to2.5% of risk-weighted assets, to be met with Common
Equity Tier 1 capital
Note:(1) While these measures are included in the revisions to capital adequacy guidelines that have been applied
from March 31, 2013 as published by the Financial Services Agency, capital adequacy guidelines related toother requirements under the Basel III rules, such as the capital conservation buffer, countercyclical buffer
and additional loss absorbency requirements for G-SIBs/G-SIFIs, have not yet been published.
Japanese banks are also required to comply with the supervisory review process (second pillar) anddisclosure requirements for market discipline (third pillar). Under the second pillar, banks are required tomaintain adequate capital to support all of the major risks in their business and are encouraged to develop anduse better risk management techniques in monitoring and managing such risks. Under the third pillar, banks are
required to enhance disclosure, including disclosure of details of the capital adequacy ratio, the amount of eachtype of risk and the method of calculation used so that the market may make more effective evaluations. Further,
the revisions to the Financial Services Agency’s guidelines relation to the third pillar, which reflect the enhanced
disclosure requirements under Basel III and became effective on March 31, 2013, require banks to disclose,
among other things, the components of their regulatory capital and the main features of their regulatory capital
instruments in common templates.
Japanese banks with only domestic operations, such as Pre-Merger Mizuho Bank, are subject to Japanese
capital adequacy requirements that are similar to those discussed above, except that domestic banks are required
to maintain a minimum capital adequacy ratio of 4%, on both a consolidated and non-consolidated basis.
In December 2008, the Financial Services Agency implemented special temporary measures, applicablethrough March 2012 (later extended to March 30, 2014), which require Japanese banks with only domestic
operations not to deduct unrealized losses related to “other securities” under Japanese GAAP (including equity
securities) from Tier 1 capital. The Japanese capital adequacy requirements applicable to Japanese banks with
only domestic operations do not allow unrealized gains on “other securities” to be added to Tier 2 capital before
or after these special temporary measures.
If the capital adequacy ratio of a financial institution falls below the required level, the Financial 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.
104A non-risk based leverage ratio that is calibrated to act as a credible supplementary measure to the risk
based capital requirements will be introduced. During the parallel run period from January 2013 to January 2017,
the Basel Committee on Banking Supervision will test a minimum Tier 1 leverage ratio of 3%. Bank level
disclosure of the leverage ratio and its components will start in January 2015. Based on the results of the parallelrun period, any final adjustments to the definition and calibration of the leverage ratio will be carried out in thefirst half of 2017, with a view to migrating to a Pillar 1 treatment in January 2018 based on appropriate review
and calibration.
Unless otherwise specified, the regulatory capital information set forth in this “—Capital Adequacy” isbased on the current Basel III rules.
Consolidated Capital Adequacy Ratios
Our capital adequacy ratios as of March 31, 2013 calculated in accordance with Japanese GAAP and
guidelines established by the Financial Services Agency are as set forth in the following table:
As of March 31,
2013(in billions ofyen, except
percentages)

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

¥ 4,803.8
1,683.6

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

6,487.4
1,857.0

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

¥ 8,344.5

Risk-weighted assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common Equity Tier 1 capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Required Common Equity Tier 1 capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tier 1 capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Required Tier 1 capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Required total capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥58,823.5
8.16%
3.50
11.02
4.50
14.18
8.00

Our total capital ratio as of March 31, 2013 was 14.18%. Our Tier 1 capital ratio as of March 31, 2013 was
11.02%. Our Common Equity Tier 1 capital ratio as of March 31, 2013 was 8.16%. We believe that we were incompliance with all capital adequacy requirements to which we were subject as of March 31, 2013.

105

Capital
The following table shows a breakdown of our total risk-based capital as of March 31, 2013:
As of March 31,
2013(in billions ofyen)

Common Equity Tier 1 capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital, stock surplus and retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional Tier 1 capital(1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Eligible Tier 1 capital instruments subject to phase-out arrangements(1)(2) . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥4,803.8
4,796.7
7.0
1,683.6
1,874.8(191.1)

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

6,487.4

Tier 2 capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Eligible Tier 2 capital instruments subject to phase-out arrangements . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,857.0
1,518.3
338.7

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

¥8,344.5

Notes:(1) Regarding our eleventh series class XI preferred stock, ¥306.5 billion, which is equal to 90% of theoutstanding balance of such preferred stock of ¥340.6 billion, was included in Additional Tier 1 capital as ofMarch 31, 2013. During the period from April 1, 2013 to June 30, 2013, holders of the preferred stock
converted 6,822,900 shares (or ¥6.8 billion) by requesting us to acquire the preferred stock and issuecommon stock to them.
(2) On July 11 2013, we acquired and subsequently cancelled all ¥36.9 billion of the shares of the thirteenth
series class XIII preferred stock (the amounts thereof included in Additional Tier 1 capital as of March 31,
2013 being ¥33.0 billion).
Our Common Equity Tier 1 capital was ¥4,803.8 billion as of March 31, 2013. Our Additional Tier 1 capitalwas ¥1,683.6 billion as of March 31, 2013. Our Tier 1 capital was ¥6,487.4 billion as of March 31, 2013.
Non-dilutive preferred securities issued by our overseas special purpose companies to investors are included
within Additional Tier 1 capital and subject to phase-out arrangements. As of March 31, 2013, the outstandingbalance of these securities was ¥1,705.7 billion. Although such non-dilutive preferred securities are perpetual interm, they are redeemable at our option, subject to prior approval from regulatory authorities, on, and on
specified dates after, the relevant initial optional redemption date. The following table shows the initial optional
redemption dates for the non-dilutive preferred securities included within our Additional Tier 1 capital as ofMarch 31, 2013 and the total outstanding balance of non-dilutive preferred securities with each such initial
optional redemption date. The non-dilutive preferred securities are denominated in yen, unless otherwise noted.
Initial optional redemption date

Outstanding balance of non-dilutive
preferred securities included
within Additional Tier 1 capital(in billions of yen)

June 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥219.3(1)452.5
456.3(2)
274.5
303.0

Notes:(1) Denominated in yen (¥139.5 billion) and dollars ($850.0 million).
(2) Denominated in yen (¥400.0 billion) and dollars ($600.0 million).
106

Our Tier 2 capital as of March 31, 2013 was ¥1,857.0 billion.
As a result of the above, total capital as of March 31, 2013 was ¥8,344.5 billion.
Risk-weighted Assets
The following table shows a breakdown of our risk-weighted assets as of March 31, 2013:
As ofMarch 31, 2013
(in billions ofyen)

Risk-weighted assets:
Credit risk assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Market risk equivalent assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operational risk equivalent assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥53,590.7
2,379.7
2,853.0

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

¥58,823.5

Risk-weighted assets as of March 31, 2013 were ¥58,823.5 billion.
Principal Banking Subsidiaries
Capital adequacy ratios of our principal banking subsidiaries, on a consolidated basis, as of March 31, 2013,
calculated in accordance with Japanese GAAP and guidelines established by the Financial Services Agency, wereas set forth in the following table:
As ofMarch 31, 2013

Mizuho Corporate Bank
BIS standard (Basel III):
Common Equity Tier 1 capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tier 1 capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pre-Merger Mizuho Bank(1)Domestic standard (Basel II):
Tier 1 capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital adequacy ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BIS standard (Basel III):
Common Equity Tier 1 capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tier 1 capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mizuho Trust & Banking
BIS standard (Basel III):
Common Equity Tier 1 capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tier 1 capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8.65%
11.03
13.89

11.66
15.04
8.90
10.13
14.08

13.24
13.24
17.22

Note:
(1) Starting FY2012, due to regulatory changes, the Basel III standard is applied to financial institutions inJapan based on the international standards proposed by the Basel Committee. Basel II continues to be
applied to financial institutions in Japan that are subject to the domestic standard. Because Pre-Merger
Mizuho Bank did not operate overseas, it was subject solely to domestic capital adequacy requirements. As
such, information regarding Pre-Merger Mizuho Bank based on the BIS standard is included for reference
purposes only.
107

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, 2013.
Our securities subsidiaries in Japan are also subject to the capital adequacy requirement under the Financial
Instruments and Exchange Law. 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 determined inaccordance with Japanese GAAP, against amounts equivalent to market, counterparty and basic risks. Specificguidelines are issued as a ministerial ordinance that details the definition of essential components of the capitalratios, including capital, disallowed assets and risks, and related measures. Failure to maintain a minimum capitalratio will trigger mandatory regulatory actions. A capital ratio of less than 140% will call for regulatory reporting
and a capital ratio of 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. We believe, as of March 31,
2013, that our securities subsidiaries in Japan were in compliance with all capital adequacy requirements towhich they were 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
following tables show the contractual or notional amounts of our guarantees and undrawn commitments as ofMarch 31, 2012 and 2013:
As of March 31,
Increase2012
2013(decrease)(in billions of yen)

Guarantees:
Performance guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 1,681 ¥ 1,750
Guarantees on loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
502
452
Guarantees on securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
73
146
Other guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
997
1,068
Guarantees for the repayment of trust principal . . . . . . . . . . . . . . . . . . . . . . .
184
171
Liabilities of trust accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,313
8,606
Derivative financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28,62023,582

¥

69
(50)
73
71
(13)
293
(5,038)

As of March 31,
Increase2012
2013(decrease)(in billions of yen)

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

¥53,088536¥59,101608¥ 6,01372

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

¥53,624¥59,709¥ 6,085

See note 22 to our consolidated financial statements included elsewhere in this annual report for a
description of the nature of the various types of guarantees and commitments.
The contractual or notional amounts of these instruments generally represent the maximum potential
amounts of future payments without consideration of possible recoveries under recourse provisions or fromcollateral held. For example, the amount under commitments to extend credit does not necessarily equal theimpact that such commitment will have on our future cash flow, because many of these commitments expire
without our making actual credit extensions up to the full commitment amount or at all. Also, many of theagreements related to the commitments to extend credit include terms that allow us to refuse, or reduce theamount of, credit extensions based on changes in the financial environment, declines in the obligor’s credit
108

quality and other reasons. Finally, we receive collateral such as real estate and securities at the time of contract as
we deem necessary, and we regularly review the credit quality of the customer based on internal guidelines andrevise the terms of the contract as we deem necessary to manage credit risk.
Some of our off-balance-sheet arrangements are related to activities of special purpose entities, most ofwhich are variable interest entities, including those that do not meet the consolidation requirements under
ASC 810, “Consolidation” (“ASC 810”). These off-balance-sheet arrangements include the types of transactions
discussed below.
Asset-backed Commercial Paper/Loan Programs
We manage several asset-backed commercial paper/loan programs that provide our clients’ off-balancesheet and/or cost-effective financing. The variable interest entities 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 us backed by the financial assets. While customers normally continue toservice the transferred receivables, we underwrite, distribute, and make a market in commercial paper issued by
the conduits. We typically provide program-wide liquidity and credit support facilities and, in some instances,financing to the variable interest entities. We have the power to determine which assets will be held in thevariable interest entities and have an obligation to monitor these assets. We are also responsible for liability
management. In addition, through the liquidity and credit support facilities with the variable interest entities, wehave the obligation to absorb losses that could potentially be significant to the variable interest entities.
Therefore, we consolidated this type of variable interest entities.
Asset-backed Securitizations
We act as an arranger of various types of structured finance to meet clients’ off-balance-sheet financing
needs. In substantially all of these structured financing transactions, the transfer of the financial asset by theclient is structured to be bankruptcy remote by use of a bankruptcy remote entity, which is deemed to be avariable interest entity because its equity holder does not have decision making rights. We receive fees forstructuring and/or distributing the securities sold to investors. In some cases, we ourselves purchase the securities
issued by the entities and/or provide loans to the variable interest entities.
In addition, we establish several single-issue and multi-issue special purpose entities that issue collateralized
debt obligations or collateralized loan obligations, synthetic collateralized debt obligations or collateralized loan
obligations or other repackaged instruments to meet clients’ and investors’ financial needs. We also arrange
securitization transactions including commercial mortgage-backed securities, residential mortgage-backed
securities and others. In these transactions, we act as an underwriter, placement agent, asset manager, derivatives
counterparty, and/or investor to debt and equity instruments.
In certain variable interest entities, where we provide liquidity and credit support facilities, write credit
protection or invest in debt or equity instruments in our role as an arranger, servicer, administrator or asset
manager, etc., we have the power to determine which assets will be held in the variable interest entities or to
manage and monitor these assets. In addition, through the variable interests above, we have the obligation toabsorb losses and the right to receive benefits that could potentially be significant to the variable interest entities.
Therefore, we consolidated such variable interest entities.
In a certain securitization transaction where we had transferred mortgage loans to a former qualifying
special-purpose entity, we, as continuing involvement, provide servicing for, hold retained subordinatedbeneficial interests in, and retain credit exposure in the form of a guarantee in the mortgage loans. Prior to
April 1, 2010, this entity had been exempt from consolidation in accordance with the former accounting
guidance. With elimination of the concept of qualifying special-purpose entities, we consolidated the entity as ofApril 1, 2010. In our role as a servicer, we have 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 the109retained interest and the involvement as a guarantor above, we have the obligation to absorb losses and the rightto receive benefits that could potentially be significant to the entity.
Investments in Securitization Products
We invest in, among other things, various types of collateralized debt obligations and collateralized loan
obligations, synthetic collateralized debt obligations and collateralized loan obligations and repackaged
instruments, commercial mortgage-backed securities and residential mortgage-backed securities arranged bythird parties for the purpose of generating current income or capital appreciation, which all utilize entities that are
deemed to be variable interest entities. By design, such investments were investment grade at issuance and heldby a diverse group of investors. The loss amount of securities and loans is generally limited to the amountinvested because we have no contractual involvement in such variable interest entities beyond our investments.
Since we are involved in those variable interest entities only as an investor, we do not ordinarily have the power
to direct the variable interest entities’ activities that most significantly impact the variable interest entities’
economic performance. However, we consolidated variable interest entities, where the transactions were tailoredby the third party arrangers to meet our needs as a main investor, who is eventually deemed to have the power todetermine which assets to be held in the variable interest entities.
Investment Funds
We invest 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 our subsidiaries and affiliates, administer and makeinvestment decisions over such investment funds. We consolidate certain investment funds where we are deemed
to be the primary beneficiary. We have determined that certain investment vehicles managed by us qualify for thedeferral from certain requirements of ASC 810 that originated from SFAS No.167, “Amendments to FASBInterpretation No.46(R)” (“SFAS No.167”) because they meet the criteria in ASU No.2010-10 “Consolidation(Topic 810)—Amendments for Certain Investment Funds” (“ASU No.2010-10”). Therefore, for these vehicles,
we determine whether it is the primary beneficiary by evaluation of whether it absorbs a majority of expected
losses, receives a majority of expected residual returns, or both.
Trust Arrangements
We offer a variety of asset management and administration services under trust arrangements including
security investment trusts, pension trusts and trusts used in the securitization of assets originated by andtransferred to third parties. We receive trust fees for providing services as an agent or fiduciary on behalf ofbeneficiaries.
With respect to guaranteed principal money trust products, we assume certain risks by providing guarantees
for the repayment of principal as required by the trust agreements or relevant Japanese legislation. We manage
entrusted funds primarily through the origination of high quality loans and other credit-related products,
investing in investment grade marketable securities such as Japanese government bonds and placing cash with
our subsidiary trust banks. We have the power to determine which assets will be held in the variable interest
entities or to manage these assets. In addition, through the principal guarantee agreement, we have the obligation
to absorb losses that could potentially be significant to the variable interest entities. Therefore, we consolidated
this type of variable interest entities. However, we do not consolidate certain guaranteed principal money trusts,
which invest all the entrusted funds in ourselves, as we have determined that we have no variable interests.

110Significant Unconsolidated Variable interest entities
The tables below summarize our involvement in significant unconsolidated variable interest entities as ofMarch 31, 2012 and 2013:
Significant unconsolidated
variable interest entities
Maximum
Total assets exposure to loss
(in billions of yen)

As of March 31, 2012

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

¥ —
582
—
2,455
—

¥—
33
—
334
—

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

¥3,037¥367

Significant unconsolidated
variable interest entities
Maximum
Total assets exposure to loss
(in billions of yen)

As of March 31, 2013

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

¥ —
463
530
2,770
—

¥—
37
206
302
—

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

¥3,763¥545

Asset-backed commercial paper/loan programs include multi-seller programs managed by us, under which
the related variable interest entities purchase various types of assets from our clients, consisting mainly ofaccount and note receivables as well as credit card receivables, auto loans, leases and other receivables. Our
involvement with variable interest entities for multi-seller programs is generally more significant than other typesof variable interest entities in terms of liquidity support and credit enhancement obligations. All of the variableinterest entities for our asset-backed commercial paper/loan programs to which we provided liquidity support orcredit enhancements were consolidated variable interest entities as of March 31, 2013.
Other Types of Off-balance-sheet Arrangements
See note 24 to our consolidated financial statements included elsewhere in this annual report for further
descriptions of variable interest entities and securitizations.

111

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, 2013:
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 . . . . . . . . . .
Operating leases . . . . . . . . .

¥32,107
15,315848
43¥2,12112
1,170
20¥1,399
—
1,164
15

¥ 359
—
773
11

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

¥48,313¥3,323¥2,578¥1,143Due after
five years

Total

¥ 394
—
986
8

¥ 135
—
3,861
20

¥36,515
15,3278,802
117¥1,388¥4,016¥60,761

Notes:(1) A contribution paid to our pension plans, which is not included in the above table, is expected to beapproximately ¥49 billion in the fiscal year ending March 31, 2014, based on the current funded status andexpected asset return assumptions. For further information, see note 19 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 ¥1.5 billion, of
which ¥0.6 billion was interest and penalties, at March 31, 2013. For further information, see note 18 to ourconsolidated 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.

112

Reconciliation with Japanese GAAP
Our consolidated financial statements are prepared in accordance with accounting principles and policies assummarized in note 1 to our consolidated financial statements included elsewhere in this annual report. These
principles and policies differ in some respects from Japanese GAAP. Under Japanese banking regulations, we are
required to report our annual financial results using financial statements prepared under Japanese GAAP. In
addition, pursuant to the requirements of the Tokyo Stock Exchange, we prepare quarterly financial statements
which are also under Japanese GAAP. To show the major reconciling items between our U.S. GAAP financial
statements and our Japanese GAAP financial statements, we have provided below, with respect to our mostrecent fiscal year, a reconciliation of consolidated net income and shareholders’ equity under U.S. GAAP withthose amounts under Japanese GAAP.
As of and for the fiscal
year ended March 31, 2013
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 loan losses and off-balance-sheet instruments . . . . . . . . . . . . .
5. Premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6. Real estate sales and leasebacks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7. Land revaluation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8. Business combinations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9. Pension liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10. Consolidation of variable interest entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11. Deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12. Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥5,728.1¥ 875.4

1.3(18.0)
144.3
95.4(38.5)
10.7
182.0
26.2
214.8
10.4
(455.0)28.1(20.1)(199.2)
6.6
6.6
(2.7)
(9.6)
(2.2)
(14.6)(51.7)(26.0)(52.6)
50.6

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

¥5,929.8¥ 560.5

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

Derivative financial instruments and hedging activities

Under U.S. GAAP, for a derivative to qualify for hedge accounting, it must be highly effective at achieving
offsetting changes in fair values or variable cash flows from the hedged items attributable to the particular risk
being hedged. The hedging relationship must be designated and formally documented at inception. Suchdocumentation must include the particular risk management objective and strategy for the hedge, theidentification of the derivative used as the hedging instrument, the hedged item and the risk exposure being
hedged and the method for assessing the hedge effectiveness. The criteria for designation and measurement ofhedge effectiveness under U.S. GAAP are more rigorous than under Japanese GAAP. As a result, most of theeligible hedge derivatives under Japanese GAAP are accounted for as trading account assets or liabilities under
U.S. GAAP with changes in fair value of the derivatives recognized in earnings.
Requirements for bifurcation of embedded derivatives differ between Japanese GAAP and U.S. GAAP.
Embedded derivatives that are deemed to be clearly and closely related to their host contract are not bifurcatedunder U.S. GAAP, while Japanese GAAP allows an entity to bifurcate embedded derivatives if the entity113manages the risk of the embedded derivatives and host contracts separately. Bifurcated derivatives are recordedon the balance sheet at fair value with changes in fair value recognized in earnings under both Japanese GAAP
and U.S. GAAP.
2.

Investments

The cost basis of certain investments differs between Japanese GAAP and U.S. GAAP primarily due to thefollowing reasons:Certain sales and subsequent repurchases of available-for-sale securities under Japanese GAAP do not meetthe sale accounting criteria under U.S. GAAP. These sales and subsequent repurchases resulted in realized gains
or losses being recognized in earnings under Japanese GAAP. Under U.S. GAAP, these gains or losses arerecognized as unrealized gains or losses within accumulated other comprehensive income, net of tax.
Under U.S. GAAP, declines in the fair value of available-for-sale securities below cost that are deemed tobe “other-than-temporary” are recorded in earnings. Both quantitative and qualitative factors are considered todetermine whether the impairment is “other-than-temporary,” including the duration and extent of the decline,
near-term prospects of the issuer, as well as our ability and intent to hold the investments until an anticipatedmarket price recovery or maturity. Regarding debt securities, we consider additional factors such as intent to sellor more likely than not will be required to sell before recovery to determine whether the impairment is “otherthan-temporary.” 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 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 fair value of 30% or more but lessthan 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 fair value is less than 30%, it is not considered to be an other-than-temporary decline.
Under U.S. GAAP, the election of the fair value option for financial assets and liabilities is permitted
according to ASC 825, while it is not permitted under Japanese GAAP. As we elected the fair value option forforeign currency denominated available-for-sale securities under U.S. GAAP, these securities were reclassified
as trading securities and the entire amount of changes in their fair value are now recognized in earnings, while
under Japanese GAAP, only the changes attributable to movements in foreign currency exchange rates arerecognized in earnings.
Reconciliation amounts for investments in the above table are presented net of taxes.
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 loan losses and off-balance-sheet instruments

Under both Japanese GAAP and U.S. GAAP, the allowance for loan losses for specifically identified
impaired loans is based on the present value of expected future cash flows discounted at the loan’s initialeffective interest rate or, as a practical expedient, the loan’s observable market price or the fair value of the114

collateral if the loan is collateral dependent. For certain impaired loans that are aggregated for the purpose ofmeasuring impairment, pools of smaller balance homogeneous loans and other non-homogeneous loans that havenot been identified as impaired, the allowance for loan losses is determined based on a formula allowance
utilizing historical loss factors, as adjusted, considering recent trends.
The differences between Japanese GAAP and U.S. GAAP arise from the difference in the scope of the loansthat are subject to the individual and portfolio impairment analysis. In addition to these effects based on
differences between Japanese GAAP and U.S. GAAP, provision (credit) for loan losses may differ between
Japanese GAAP and U.S. GAAP due to the difference in the timing of accounting closings between ourconsolidated financial statements under U.S. GAAP and those under Japanese GAAP.
This reconciling item also includes the differences between U.S. GAAP and Japanese GAAP relating to theallowance for off-balance-sheet instruments. We generally use the same methodology to reserve for losses onthese instruments as we do for loans.
5.

Premises and equipment

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

Real estate sales and leasebacks

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

Land revaluation

Under Japanese GAAP, we revalued our holdings of land during the fiscal year ended March 31, 1998
pursuant to the Law Concerning Revaluation of Land (Law No. 34 of 1998). The revaluation gains are recorded
directly in equity, and the related deferred tax liabilities are also recognized. Under U.S. GAAP, there is no
applicable provision that allows for the revaluation of land other than for impairments, and accordingly therevaluation gains are reversed.
8.

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.
Under Japanese GAAP, goodwill is recognized on a step-by-step basis, with the purchase of additional
ownership interests in a subsidiary being accounted for in accordance with the requirements of businesscombination accounting. Under U.S. GAAP, a change in the parent’s ownership interest in a subsidiary where theparent retains a controlling financial interest in the subsidiary is accounted for as an equity transaction.

115

9.

Pension liabilities

Under Japanese GAAP, we adopted as of April 1, 2000 pension accounting that is based on the actuarial
present value of accrued benefit obligations. The cumulative effect of the accounting change has been amortized,
and actuarial gains and losses are deferred and amortized. Under U.S. GAAP, we recalculated the benefit
obligation at April 1, 2004 and accounted for the obligation as if we had adopted the accounting method in
accordance with ASC 715, “Compensation—Retirement Benefits,” beginning in the fiscal year ended March 31,
1990, as permitted for a foreign private issuer. The cumulative effect of the accounting change, as well as
actuarial gains and losses since the adoption, had been fully amortized by April 1, 2004.
Under U.S. GAAP, an employer is required to recognize the overfunded or underfunded status of a defined
benefit plan as an asset or liability in its consolidated balance sheets, according to ASC 715. Under ASC 715,
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 based on corridor approach. Under Japanese GAAP, they are notimmediately recognized in the consolidated balance sheets and are instead amortized over a specified number ofyears. This results in differences in the amounts of shareholders’ equity and net income between U.S. GAAP andJapanese GAAP. See note 19 to our consolidated financial statements included elsewhere in this annual report for
further discussion.
10.

Consolidation of variable interest entities

Under U.S. GAAP, variable interest entities are to be consolidated if we are deemed to be the primary
beneficiary of the variable interest entity. Under Japanese GAAP, consolidation is not based on variable interests.
We consolidate certain variable interest entities, such as entities related to asset-backed commercial paper/loan
programs, asset-backed securitizations, investments in securitization products and investment funds. See note 24
to our consolidated financial statements included elsewhere in this annual report for further discussion.
11.

Deferred taxes

Under U.S. GAAP, all available evidence, both positive and negative, must be considered to determine
whether, based on the weight of that evidence, deferred tax assets are realizable or whether a valuation allowanceis needed. Possible sources of taxable income, which are considered to determine whether deferred tax assets are
realizable, include unrealized gains on available-for-sale securities. The sources also include tax planning
strategies that are prudent and feasible. Under Japanese GAAP, the assessment as to whether deferred tax assets
are realizable is primarily based on estimates of future taxable income.
Additionally, differences in the carrying amount of assets and liabilities between U.S. GAAP and Japanese
GAAP create temporary differences that result in differences in deferred tax assets and liabilities.
12.

Other

This adjustment reflects the effects of miscellaneous items including the effects of foreign exchange rate
fluctuations.

116

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
6.A. Directors and Senior Management
Directors and Corporate Auditors
The following table provides information regarding our directors and corporate auditors as of July 1, 2013:

Name(date of birth)

Takashi Tsukamoto(Aug. 2, 1950)

Current positions andprincipal outside positions

Chairman(since June 2011)

Business experience

Apr. 2002

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

Mar. 2003

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

Feb. 2004

Managing Executive Officer /Head of Risk Management
Group and Head of Human
Resources Group

Apr. 2004

Managing Executive Officer /Head of Europe, Middle East
and Africa of Mizuho Corporate
Bank, Ltd.

Mar. 2006

Managing Director / Chief
Strategy Officer and Chief
Financial Officer

Apr. 2007

Deputy President

Apr. 2008

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

Chairman of Mizuho
Bank, Ltd.

President & CEO of Mizuho
Financial Strategy Co., Ltd.
(until Apr. 2009)
June 2008

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

Apr. 2009

President & CEO / Head of
Human Resources Group

Apr. 2010

President & CEO

117

Expiration ofcurrent term
as director
or corporate
auditorJune 2014

Name(date of birth)

Current positions andprincipal outside positions

Business experience

June 2011

Expiration ofcurrent term
as director
or corporate
auditorPresident & CEO of Pre-Merger
Mizuho Bank, Ltd.(until July
2013)
Chairman of Mizuho Financial
Group, Inc. (current)

Yasuhiro Sato
(Apr. 15, 1952)

President & CEO(Group CEO)(since June 2011)(Representative
Director)
President & CEO of
Mizuho Bank, Ltd.

Apr. 2013

Director of Mizuho Corporate
Bank, Ltd.

July 2013

Chairman of Mizuho Bank, Ltd.
(current)Mar. 2003

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

Apr. 2004

Managing Executive Officer

Mar. 2006

Managing Director / Head ofCorporate Banking Unit

Apr. 2007

Deputy President / Chief Auditor

Apr. 2009

President & CEO (until July 2013)

June 2009

Director of Mizuho Financial
Group, Inc.

June 2011

Director of Pre-Merger Mizuho
Bank, Ltd.

June 2015

President & CEO of Mizuho
Financial Group, Inc.(GroupCEO) (current)

Yasunori Tsujita(June 28, 1956)

July 2013

President & CEO of Mizuho
Bank, Ltd. (current)

Apr. 2008

General Manager of Consulting
Business Development Divisionof Pre-Merger Mizuho Bank,Ltd.

Head of Human Resources Apr. 2009
Group (Group CHRO)

Executive Officer / General
Manager of Personal Marketing
Division

Deputy President(since June 2013)(Representative
Director)

Head of Internal Audit
Group (Group CA)

Apr. 2011

Deputy PresidentExecutive Officer ofMizuho Bank, Ltd.

Managing Executive Officer /General Manager of PersonalMarketing Division

June 2011

Managing Executive Officer

118

June 2015

Name(date of birth)

Current positions andprincipal outside positions

Business experience

Managing Executive
Apr. 2012
Officer of Mizuho Trust& Banking Co., Ltd.
Managing Executive
Officer of Mizuho
Securities Co., Ltd.

Managing Executive Officer / In
charge of Strategic PlanningGroup of Mizuho Financial
Group, Inc.
Managing Executive Officer / In
charge of Strategic PlanningGroup of Pre-Merger Mizuho
Bank, Ltd.
Managing Executive Officer / In
charge of Strategic PlanningGroup of Mizuho Corporate
Bank, Ltd.

Apr. 2013

Deputy President-Executive
Officer / Head of Human
Resources Group and Head ofInternal Audit Group of Mizuho
Financial Group, Inc.
Deputy President-Executive Officer /Head of Human Resources Groupof Pre-Merger Mizuho Bank, Ltd(until July 2013)
Deputy President-Executive Officer /Head of Human Resources Groupof Mizuho Corporate Bank, Ltd.
(until July 2013)
Managing Executive Officer / In
charge of Human ResourcesGroup of Mizuho Trust &Banking Co., Ltd. (current)Managing Executive Officer / In
charge of Human ResourcesGroup of Mizuho Securities
Co., Ltd. (current)

June 2013

Deputy President / Head of
Human Resources Group andHead of Internal Audit Group of
Mizuho Financial Group, Inc.
(current)

July 2013

Deputy President-Executive
Officer / Head of Human
Resources Group of Mizuho
Bank, Ltd. (current)

119

Expiration ofcurrent term
as director
or corporate
auditorName(date of birth)

Toshitsugu Okabe(May 2, 1956)

Current positions andprincipal outside positions

Deputy President(since June 2013)
Deputy President(Personal Banking
Unit and Retail
Banking Unit)
Deputy President ofMizuho Bank, Ltd.

Business experience

Apr. 2008

Executive Officer / General
Manager of Executive
Secretariat of Mizuho Financial
Group, Inc.

Apr. 2009Managing Executive Officer of
Pre-Merger Mizuho Bank, Ltd.

Apr. 2012Managing Executive Officer /Head of Retail Banking UnitManaging Executive Officer (notfull-time) / In charge of
coordination with Retail
Banking Unit of Pre-Merger
Mizuho Bank, Ltd. of Mizuho
Corporate Bank, Ltd.

Apr. 2013

Deputy President-Executive
Officer / Deputy President(Personal Banking Unit andRetail Banking Unit) of Mizuho
Financial Group, Inc.
Deputy President / Deputy
President (Personal Banking
Unit and Retail Banking Unit)
and Head of Internal Audit
Group of Pre-Merger Mizuho
Bank, Ltd. (until July 2013)
Deputy President-Executive
Officer / Deputy President (Incharge of coordination with
Personal Banking Unit andRetail Banking Unit of PreMerger Mizuho Bank, Ltd. )and Head of Internal Audit
Group of Mizuho Corporate
Bank, Ltd. (until July 2013)

June 2013

Deputy President / Deputy
President (Personal Banking
Unit and Retail Banking Unit)of Mizuho Financial Group,
Inc. (current)

July 2013

Deputy President / Deputy
President (Personal Banking
Unit and Retail Banking Unit)
and Head of Internal Audit
Group of Mizuho Bank, Ltd.
(current)

120

Expiration ofcurrent term
as director
or corporate
auditorJune 2015

Name(date of birth)

Nobuhide Hayashi(Mar.27, 1957)

Current positions andprincipal outside positions

Deputy President(since June 2013)
Deputy President(International Banking
Unit)
Deputy President ofMizuho Bank, Ltd.

Business experience

Apr. 2007

Executive Officer / General
Manager of Corporate Banking
Division No.13 of Mizuho
Corporate Bank, Ltd.

Apr. 2009Managing Executive Officer

Apr. 2010

Managing Executive Officer /Head of International Banking
Unit

June 2011

Managing Director / Head ofInternational Banking Unit
(until Apr. 2013)

Apr. 2012Managing Executive Officer (notfull-time) / In charge of
coordination with International
Banking Unit of Mizuho
Corporate Bank, Ltd. of PreMerger Mizuho Bank, Ltd.

Apr. 2013

Deputy President-Executive
Officer / Deputy President(International Banking Unit) of
Mizuho Financial Group, Inc.
Deputy President-Executive
Officer / Deputy President (Incharge of coordination with
International Banking Unit ofMizuho Corporate Bank, Ltd.)of Pre-Merger Mizuho Bank,
Ltd. (until July 2013)
Deputy President / Deputy
President (International
Banking Unit) of Mizuho
Corporate Bank, Ltd. (until July
2013)

June 2013

Deputy President / Deputy
President (International
Banking Unit) of Mizuho
Financial Group, Inc. (current)

July 2013

Deputy President / Deputy
President (International
Banking Unit) of Mizuho Bank,
Ltd. (current)

121

Expiration ofcurrent term
as director
or corporate
auditorJune 2015

Name(date of birth)

Hideyuki Takahashi(Apr. 20, 1957)

Current positions andprincipal outside positions

Deputy President(since Apr. 2013)
Head of Financial
Control & Accounting
Group (Group CFO)

Business experience

Apr. 2007

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

Apr. 2009Managing Executive Officer /Head of Global Portfolio
Management Unit, Head ofFinancial Institutions & Public
Sector Business Unit, Head of
Global Alternative Investment
Unit

Apr. 2010

Managing Executive Officer /Chief Financial Officer andChief Portfolio Management
Officer

Apr. 2011

Managing Executive Officer /Chief Financial Officer, Chief
Portfolio Management Officer
and Chief Information Officer

Apr. 2012Managing Executive Officer /Head of Financial Control &Accounting Group of Mizuho
Financial Group, Inc.

Deputy PresidentExecutive Officer ofMizuho Bank, Ltd.
Managing Executive
Officer of Mizuho Trust& Banking Co., Ltd.
Managing Executive
Officer of Mizuho
Securities Co., Ltd.

Managing Executive Officer /Head of Financial Control &Accounting Group of PreMerger Mizuho Bank, Ltd.
(until Apr. 2013)
Managing Executive Officer /Head of Financial Control &Accounting Group of Mizuho
Corporate Bank, Ltd. (until
Apr. 2013)
Managing Executive Officer / In
charge of Strategic Planning,
Financial Control & Accounting
Group of Mizuho Trust &Banking Co., Ltd. (current)
President & CEO of Mizuho
Financial Strategy Co., Ltd.
(current)
June 2012

122

Managing Director / Head ofFinancial Control & Accounting
Group of Mizuho Financial
Group, Inc.

Expiration ofcurrent term
as director
or corporate
auditorJune 2014

Name(date of birth)

Current positions andprincipal outside positions

Business experience

Apr. 2013

Expiration ofcurrent term
as director
or corporate
auditorDeputy President / Head ofFinancial Control & Accounting
Group (current)
Deputy President-Executive
Officer / Head of Financial
Control & Accounting Group of
Pre-Merger Mizuho Bank, Ltd.
Deputy President-Executive
Officer / Head of Financial
Control & Accounting Group of
Mizuho Corporate Bank, Ltd.
Managing Executive Officer / In
charge of Financial &Accounting Group of Mizuho
Securities Co., Ltd. (current)

Daisaku Abe(June 20, 1957)

Deputy President(since Apr. 2013)

July 2013

Deputy President-Executive
Officer / Head of Financial
Control & Accounting Group of
Mizuho Bank, Ltd. (current)

Apr. 2007

Executive Officer / General
Manager of Executive
Secretariat of Mizuho Corporate
Bank, Ltd.

Apr. 2009Managing Executive Officer /Head of Strategic PlanningGroup, Head of IT, Systems &Operations Group and General
Manager of Group Strategic
Planning of Mizuho Financial
Group, Inc.

Apr. 2011

Managing Executive Officer /Head of Strategic PlanningGroup and Head of IT, Systems& Operations Group

Apr. 2012Managing Executive Officer /Head of IT & Systems Groupand Head of Operations Group

Head of IT & Systems
Group(Group CIO)
Head of Operations
Group(Group COO)
Deputy PresidentExecutive Officer ofMizuho Bank, Ltd.
Managing Executive
Officer of Mizuho
Trust & Banking Co.,Ltd.
Managing Executive
Officer of Mizuho
Securities Co., Ltd.

Managing Executive Officer /Head of IT & Systems Groupand Head of Operations Groupof Pre-Merger Mizuho Bank,
Ltd. (until Apr. 2013)

123

June 2014

Name(date of birth)

Current positions andprincipal outside positions

Business experience

Expiration ofcurrent term
as director
or corporate
auditorManaging Executive Officer /Head of IT & Systems Groupand Head of Operations Groupof Mizuho Corporate Bank, Ltd.
(until Apr. 2013)
Managing Executive Officer / In
charge of IT & Systems Groupand Operations Group of
Mizuho Trust & Banking Co.,
Ltd. (current)
June 2012Managing Director / Head of IT &Systems Group and Head ofOperations Group of Mizuho
Financial Group, Inc.

Apr. 2013

Deputy President /Head of IT &Systems Group and Head ofOperations Group (current)
Deputy President-Executive
Officer / Head of IT & Systems
Group and Head of Operations
Group of Pre-Merger Mizuho
Bank, Ltd.
Deputy President-Executive
Officer / Head of IT & Systems
Group and Head of Operations
Group of Mizuho Corporate
Bank, Ltd.
Managing Executive Officer / In
charge of IT & Systems Groupand Operations Group of
Mizuho Securities Co., Ltd.
(current)

Tadashi Kanki(Oct. 9, 1958)

Managing Director(since June 2013)
Head of Strategic
Planning Group(Group CSO)

July 2013

Deputy President-Executive
Officer / Head of IT & Systems
Group and Head of Operations
Group of Mizuho Bank, Ltd.
(current)

Apr. 2008

Executive Officer / General
Manager of Corporate Banking
Division No. 8 of Mizuho
Corporate Bank, Ltd.

Apr. 2011

Managing Executive Officer(until April 2013)124

June 2015

Name(date of birth)

Current positions andprincipal outside positions

Managing Executive
Officer of Mizuho
Bank, Ltd.

Business experience

Apr. 2012Managing Executive Officer of
Pre-Merger Mizuho Bank, Ltd.

Apr. 2013

Managing Executive Officer /Head of Strategic PlanningGroup of Mizuho Financial
Group, Inc.

Managing Executive
Officer of Mizuho
Trust & Banking Co.,Ltd.

Expiration ofcurrent term
as director
or corporate
auditorManaging Executive Officer /Head of Strategic PlanningGroup of Pre-Merger Mizuho
Bank, Ltd. (until July 2013)

Managing Executive
Officer of Mizuho
Securities Co., Ltd.

Managing Executive Officer /Head of Strategic PlanningGroup of Mizuho Corporate
Bank, Ltd. (until July 2013)
Managing Executive Officer / In
charge of Strategic Planning,
Financial Control & Accounting
Group of Mizuho Trust &Banking Co., Ltd. (current)Managing Executive Officer / In
charge of Strategic PlanningGroup of Mizuho Securities
Co., Ltd. (current)

Masakane Koike(Jul. 9, 1959)

Managing Director(since June 2013)
Head of Risk
Management Group(Group CRO)
Head of ComplianceGroup (Group CCO)

June 2013

Managing Director / Head of
Strategic Planning Group of
Mizuho Financial Group, Inc.
(current)

July 2013

Managing Executive Officer /Head of Strategic PlanningGroup of Mizuho Bank, Ltd.
(current)

Apr. 2008

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

Apr. 2009

Executive Officer / General
Manager of Financial Planning

Apr. 2012Managing Executive Officer /Head of Risk Management
Group and Head of ComplianceGroup (until June 2013)

125

June 2015

Name(date of birth)

Current positions andprincipal outside positions

Business experience

Managing Executive
Officer of Mizuho
Bank, Ltd.

Expiration ofcurrent term
as director
or corporate
auditorManaging Executive Officer /Head of Risk Management
Group and Head of ComplianceGroup of Pre-Merger Mizuho
Bank, Ltd. (until July 2013)

Managing Executive
Officer of Mizuho
Trust & Banking Co.,Ltd.

Managing Executive Officer /Head of Risk Management
Group and Head of ComplianceGroup of Mizuho Corporate
Bank, Ltd. (until July 2013)

Managing Executive
Officer of Mizuho
Securities Co., Ltd.

Managing Executive Officer / In
charge of Risk Management
Group and in charge ofCompliance Group of Mizuho
Trust & Banking Co., Ltd.
(current)

Akihiko Nomiyama(1)(3) Director(June 15, 1934)(since June 2007)
Honorary Executive
Consultant of JX
Holdings, Inc.

Apr.2013

Managing Executive Officer / In
charge of Risk Management
Group and Compliance Groupof Mizuho Securities Co., Ltd.
(current)

June 2013

Managing Director / Head of Risk
Management Group and Headof Compliance Group of
Mizuho Financial Group, Inc.
(current)

July 2013

Managing Executive Officer /Head of Risk Management
Group and Head of ComplianceGroup of Mizuho Bank, Ltd.
(current)

Apr. 1957

Joined Nippon Mining Co., Ltd.

June 1984

Director

June 1989

Managing Director

Dec. 1992

Managing Director of Nikko
Kyodo Co., Ltd.

Dec. 1993

Managing Director of Japan
Energy Corporation

June 1994

Senior Managing Director

June 1996

President and CEO(Representative Director)

June 2000

Chairman, President and CEO(Representative Director)

126

June 2015

Name(date of birth)

Mitsuo Ohashi(1)(Jan. 18, 1936)

Current positions andprincipal outside positions

Director(since June 2005)
Senior Advisor of Showa
Denko K.K.

Kanemitsu Anraku(1)(3) Director(Apr. 21, 1941)(since June 2007)

Business experience

Apr. 2002

Chairman and CEO(Representative Director)

Sep. 2002

President and CEO(Representative Director) of
NIPPON MININGHOLDINGS, INC.

June 2003

Chairman (Representative
Director)

June 2006

Special Advisor (until June 2010)

June 2007

Director of Mizuho Financial
Group, Inc. (current)

July 2010

Honorary Executive Consultant of
JX Holdings, Inc. (current)

Mar. 1959

Joined Mitsui Bank, Ltd.

Dec. 1961

Joined Showa Denko K.K.

May 1988

General Manager of Corporate
Planning Division

Mar. 1989

Director / General Manager ofCorporate Planning Division

Mar. 1993

Managing Director

Mar. 1995

Senior Managing Director

Mar. 1997

President and Chief Executive
OfficerJan. 2005

Representative Director andChairman of the Board of
Directors

June 2005

Director of Mizuho Financial
Group, Inc. (current)

Mar. 2007

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

Mar. 2010

Senior Advisor (current)

Apr. 1964

Joined Nissan Motor Co., Ltd.

June 1993

Director

June 1997

Managing Director

127

Expiration ofcurrent term
as director
or corporate
auditorJune 2015

June 2015

Name(date of birth)

Current positions andprincipal outside positions

Business experience

May 1999
Apr. 2000
June 2000
Apr. 2002

June 2005
July 2006

June 2007

Toshinari Iyoda(Mar. 31, 1954)

Corporate Auditor(since June 2011)
Corporate Auditor ofMizuho Bank, Ltd.

Apr. 2005

June 2005

July 2005
Apr. 2008
June 2008

May 2009

Apr. 2010

Apr. 2011
June 2011
June 2012
July 2013

128

Expiration ofcurrent term
as director
or corporate
auditorExecutive Vice President(Representative Director)
Vice Chairman (member of theboard of directors)
Vice Chairman
President (Representative
Director) of Nissan Real Estate
Development CorporationCounselorCounselor of Nissan Network
Holdings Co., Ltd. (until June2007)
Director of Mizuho Financial
Group, Inc. (current)Managing Director / Head ofAdvisory Group No.1 ofMizuho Securities Co., Ltd.
Managing Director / Head ofAdvisory Group No. 1, Head ofAdvisory Group No. 2
Managing Director / Head ofAdvisory GroupManaging Director / Head ofInvestment Banking Group I
Managing Director / Head of
Global Investment Banking,Head of Investment Banking
Group
Managing Executive Officer /Joint Head of Global
Investment Banking, Co-Headof Investment Banking Groupand In charge of Investment
Banking Business
Administration Dept.
Managing Executive Officer /Head of Investment Banking
Group
AdvisorCorporate Auditor of Mizuho
Financial Group, Inc. (current)
Corporate Auditor of Mizuho
Corporate Bank, Ltd. (until
Apr.2013)
Corporate Auditor of Mizuho
Bank, Ltd. (current)

June 2015

Name(date of birth)

Nobukatsu Funaki(Mar. 30, 1959)

Current positions andprincipal outside positions

Corporate Auditor(since June 2013)
Corporate Auditor ofMizuho Securities Co.,Ltd.

Masahiro Seki(2)(3)(Sep. 11, 1934)

Corporate Auditor(since June 2006)

Business experience

Apr. 2005

General Manager of Accounting
Division of Mizuho Corporate
Bank, Ltd.

Mar. 2010

Corporate Auditor (until June2013)

Apr. 2013

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

June 2013

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

Apr. 1959

Joined Deloitte Haskins & Sells,
Tokyo Office

June 1987

General Representative

Feb. 1990

Senior Managing Director ofInternational Affairs of Deloitte
Touche Tohmatsu

June 1997

Senior Researcher of the JapaneseInstitute of Certified Public
Accountants

Oct. 2000

Visiting Professor of Graduate
School of International
University of Japan

Apr. 2001

Professor of Graduate School(until Mar. 2004)

June 2002

President of the non-profit
organization, Japanese Instituteof International Accounting
Education (until June 2006)

Apr. 2004

Established Seki Certified Public
Accountants

June 2006

Senior Advisor of the non-profit
organization, Japanese Instituteof International Accounting
Education (current)

Expiration ofcurrent term
as director
or corporate
auditorJune 2017

June 2014

Corporate Auditor of Mizuho
Financial Group, Inc. (current)
Masami Ishizaka(2)(3)(Dec. 5, 1939)

Corporate Auditor(since June 2008)
Corporate Auditor ofMizuho Bank, Ltd.

Apr. 1963

Joined Ministry of Finance

June 1993

Director-General of the Financial
BureauJuly 1994

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

July 1995

Administrative Vice Minister

129

June 2016

Name(date of birth)

Isao Imai(2)(3)(Dec. 26, 1939)

Current positions andprincipal outside positions

Business experience

July 1996

Vice Chairman of Automobile
Insurance Rating Organizationof Japan

July 1998

Executive Vice President of Japan
National Oil Corporation

Mar. 2004

AdvisorJuly 2004

Vice Chairman of The General
Insurance Association of Japan

Sep. 2007

Chairman of Okura Zaimu Kyokai(current)

June 2008

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

July 2013

Corporate Auditor of Mizuho
Bank, Ltd. (current)

Corporate Auditor(since June 2011)

Apr. 1964

Assistant Judge of the Tokyo
District Court

Corporate Auditor ofMizuho Bank, Ltd.

Feb. 2002

President of the Sendai High
Court

Expiration ofcurrent term
as director
or corporate
auditorJune 2015

Nov. 2002 President of the Tokyo High Court
Dec. 2004

Justice of the Supreme Court

Dec. 2009

Resigned from judge

Apr. 2010

Registered as attorney at law(Daiichi Tokyo Bar
Association)Counsel of TMI Associates(current)

June 2011

Corporate Auditor of Mizuho
Corporate Bank, Ltd. (until
July 2013)
Corporate Auditor of Mizuho
Financial Group, Inc. (current)

June 2012

Corporate Auditor of Pre-Merger
Mizuho Bank, Ltd.

July 2013

Corporate Auditor of Mizuho
Bank, Ltd.(current)

Notes:(1) Messrs. Nomiyama, Ohashi and Anraku satisfy the requirements for an “outside director” under theCompany Law of Japan.
(2) Messrs. Seki, Ishizaka and Imai satisfy the requirements for an “outside corporate auditor” under theCompany Law of Japan.
(3) Messrs. Nomiyama, Anraku, Seki, Ishizaka and Imai were notified to stock exchanges in Japan as“independent director/auditor,” as the case may be, pursuant to the regulations of stock exchanges in Japan.
No family relationship exists among any of our directors, or corporate auditors.
130

Executive Officers
The following table provides information about our executive officers as of July 1, 2013:
Title

Name

Areas of Oversight

Deputy President Executive Officer

Masaaki Kono

Deputy President (Western Japan (Kinki,
Chugoku, and Shikoku regions))

Deputy President Executive Officer

Yasuhiko Imaizumi

Deputy President (Corporate Banking Unit (Large
Corporations), Corporate Banking Unit and
Financial Institutions & Public Sector Business
Unit)

Managing Executive
Officer

Yasumasa Nishi

Head of Markets UnitManaging Executive
Officer

Masayuki Yonetani

Head of Corporate Banking UnitManaging Executive
Officer

Nobuyuki Fujii

Head of Corporate Banking Unit (Large
Corporations)Managing Executive
Officer

Masayuki Hoshi

Head of Financial Institutions & Public Sector
Business Unit / Head of Transaction Banking UnitManaging Executive
Officer

Tetsuhiko Saito

Head of Personal Banking UnitManaging Executive
Officer

Akira Sugano

Head of International Banking Unit / Head of
Asset Management UnitManaging Executive
Officer

Tatsufumi Sakai

Head of Investment Banking UnitManaging Executive
Officer

Tetsuo Iimori

Head of Retail Banking UnitManaging Executive
Officer

Haruki Nakamura

Joint Head of IT & Systems Group / General
Manager of IT & Systems Planning Division

Managing Executive
Officer

Hideo Gamou

Deputy Head of Asset Management UnitManaging Executive
Officer

Shigeru Akiyoshi

Deputy Head of Retail Banking UnitManaging Executive
Officer

Katsunobu Motohashi

Deputy Head of Asset Management UnitManaging Executive
Officer

Kenjiro Inada

Deputy Head of Personal Banking UnitManaging Executive
Officer

Shuzo Fujii

Deputy Head of Corporate Banking UnitManaging Executive
Officer

Shuichi Shimada

Deputy Head of Corporate Banking Unit (Large
Corporations) / Deputy Head of Financial
Institutions & Public Sector Business UnitManaging Executive
Officer

Yoshio Shimizu

Deputy Head of International Banking Unit /Deputy Head of Investment Banking Unit

131

TitleName

Areas of OversightManaging Executive
Officer

Shuuichi Takemoto

Deputy Head of Personal Banking Unit / Deputy
Head of Retail Banking UnitManaging Executive
Officer

Shinya Tanaka

Deputy Head of Investment Banking UnitManaging Executive
Officer

Hidefumi Kobayashi

Deputy Head of International Banking Unit /Deputy Head of Investment Banking UnitManaging Executive
Officer

Makoto Okayama

Deputy Head of Corporate Banking Unit (Large
Corporations) / Deputy Head of Corporate
Banking Unit / Deputy Head of Financial
Institutions & Public Sector Business UnitManaging Executive
Officer

Nobumitsu Watanabe

Deputy Head of International Banking Unit /Deputy Head of Investment Banking Unit / Deputy
Head of Transaction Banking Unit / Deputy Headof Markets UnitManaging Executive
Officer

Junichi Yamada

Deputy Head of Financial Institutions & Public
Sector Business Unit / Deputy Head of Markets
Unit

Executive Officer

Mitsuo Ootani

General Manager of Compliance Division

Executive Officer

Ryusuke Aya

General Manager of Risk Management Division

Executive Officer

Yuusei Matsubara

General Manager of Financial Institutions &Public Sector Business Coordination Division

Executive Officer

Junichi Shinbo

General Manager of Portfolio Management
Division

Executive Officer

Yasuhisa Fujiki

General Manager of International Coordination
Division

Executive Officer

Koji Fujiwara

General Manager of Investor Relations Division

Executive Officer

Ryousuke Joukou

General Manager of Executive Secretariat

Executive Officer

Souichi Hosoi

General Manager of Financial Planning Division

Executive Officer

Kouji Arita

General Manager of Operations Planning Division

Executive Officer

Akira Nakamura

General Manager of Corporate Banking
Coordination Division (Large Corporations)Executive Officer

Kouji Yonei

General Manager of IT & Systems Promotion
Division

Executive Officer

Atsushi Sugao

General Manager of Corporate Banking
Coordination Division

Executive Officer

Teiji Teramoto

General Manager of Investment Banking
Coordination Division

6.B. Compensation
In accordance with the Company Law, compensation for our directors and corporate auditors, including
bonuses, retirement allowances and incentive stock options, must be approved at our general meeting ofshareholders, unless otherwise specified in our articles of incorporation in the future. The shareholders’ approval132may specify the upper limit of the aggregate amount of compensation or calculation methods, but if
compensation includes benefits in kind, the shareholders’ approval must include the description of such benefits.
Compensation for a director or corporate auditor is fixed by our board of directors or by consultation among ourcorporate auditors in accordance with our internal regulations and practice and, in the case of retirement
allowances, generally reflects the position of the director or corporate auditor at the time of retirement, the lengthof his service as a director or corporate auditor and his contribution to our performance.
The aggregate compensation, including bonuses and stock compensation-type stock options (stockacquisition rights) but excluding retirement allowances, paid by Mizuho Financial Group and its subsidiaries tothe directors and corporate auditors of Mizuho Financial Group during the fiscal year ended March 31, 2013 was¥483 million and ¥88 million, respectively.
Listed companies in Japan are required under Cabinet Office Ordinance on Disclosure of Corporate Affairs,
etc., to disclose the compensation provided to their directors and corporate auditors for the relevant fiscal year if
the aggregate annual compensation per the director/corporate auditor equals or exceeds ¥100 million (including
any compensation provided by major subsidiaries of such listed company as directors and corporate auditors ofsuch subsidiaries). The following table sets forth information regarding the compensation of our directors that we
disclosed pursuant to such regulations:Name(Title)Aggregateconsolidated
compensation(in millions ofyen)Company

Consolidated compensation per type(in millions of yen)(a) Base(b) Stock option(d) Retirement
Remuneration Remuneration (c) Bonus
Benefits(e) Others

Takashi
Tsukamoto(Director)

116

Mizuho Financial Group
Pre-Merger Mizuho Bank

16
65

6
27

—
—

—
—

0
0

Yasuhiro
Sato(Director)

116

Mizuho Financial Group
Mizuho Corporate Bank

40
40

17
17

—
—

—
—

—

0

Notes:(1) Base remuneration indicates the aggregate fixed monthly remuneration.
(2) Stock option remuneration indicates the amounts relating to stock acquisition rights that were granted during
the fiscal year.
(3) Any compensation other than those included in (a) through (d) above is set forth in (e).
Mizuho Financial Group and some of its subsidiaries, including Pre-Merger Mizuho Bank and Mizuho
Corporate Bank, abolished their respective retirement allowance programs for directors, corporate auditors andofficers. 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 andcorporate auditors (other than those elected after such shareholders’ meeting) at the time of their respective
retirement.
In conjunction with the abolishment of the retirement allowance program, we obtained shareholder’sapproval for the introduction of stock acquisition rights for the directors (excluding outside directors) at theordinary general meeting of shareholders held on June 26, 2008. On January 30, 2009, our board of directors
resolved to issue stock acquisition rights to directors and executive officers and subsequently allotted anaggregate of 5,409 stock acquisition rights on February 16, 2009. As the directors of Mizuho Financial Group,
our directors received 435 stock acquisition rights. Each stock acquisition right represents a right to purchase1,000 shares of our common stock at ¥1 per share of common stock. The period during which the stockacquisition rights 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 of March 31, 2013.
133

On September 3, 2009, our 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, our directors received 500 stock acquisition rights. Each stockacquisition right represents a right to purchase 1,000 shares of our 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 bookvalue of each stock acquisition right was ¥168,690 as of March 31, 2013.
On July 30, 2010, our 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, our directors received 500 stock acquisition rights. Each stock acquisitionright represents a right to purchase 1,000 shares of our common stock at ¥1 per share of common stock. The
period during which the stock acquisition rights may be exercised shall be until August 26, 2030. Their exercise
is conditioned 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, 2013.
On November 18, 2011, our 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, our directors received 500 stock acquisition rights. Each stockacquisition right represents a right to purchase 1,000 shares of our 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 bookvalue of each stock acquisition right was ¥91,840 as of March 31, 2013.
On July 31, 2012, our 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, our directors received 498 stock acquisition rights. Each stock acquisitionright represents a right to purchase 1,000 shares of our 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
is conditioned 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, 2013.
6.C. Board Practices
Pursuant to our articles of incorporation, we maintain a corporate governance system consisting of general
meetings of shareholders, individual directors, board of directors, individual corporate auditors, board ofcorporate auditors and an accounting auditor as its primary components.
Our board of directors has the ultimate responsibility for the administration of our affairs. Our articles ofincorporation provide for a board of directors consisting of not more than 15 members, in order to facilitate
efficient and responsive decision making, and provide for not more than six corporate auditors. All directors andcorporate auditors are appointed by our shareholders at general meetings. The normal term of office is two years
for directors and four years for corporate auditors after their respective appointment, but directors and corporate
auditors may serve any number of consecutive terms. Our board of directors designates, from among its
members, representative directors and appoints a president. Our board of directors may also appoint a chairman,a deputy chairman, deputy presidents, senior managing directors and managing directors. Each representative
director has the authority to represent us in the conduct of our affairs.
While one of our corporate auditors is a certified public accountant, our corporate auditors are not required
to be certified public accountants. None of the corporate auditors may at the same time be directors, accounting
participants, executive officers, or managers or employees of the company or any of its subsidiaries and at least
one-half of them must be persons who have not been directors, accounting participants, executive officers or any
134other employees of us or any of our subsidiaries at any time prior to their appointment as corporate auditors.
Each corporate auditor has a statutory duty to audit the directors’ performance of their duties and to audit theaccounting records and the business reports submitted by the directors to general meetings of shareholders.
Corporate auditors shall attend each meeting of the board of directors and, when necessary, state their opinion at
the meeting, but are not entitled to vote.
The board of corporate auditors is composed of all corporate auditors. The board of corporate auditors has astatutory duty to prepare and submit an audit report to the directors each year. If any corporate auditor has an
opinion that is different from the opinion of the board of corporate auditors, such opinion shall also be describedin the audit report. The board of corporate auditors shall determine policies regarding audits, the method ofinvestigation by the corporate auditors into the status of corporate affairs and financial position and other mattersrelating to the performance of the corporate auditors’ duties, provided, however, that a resolution of the board ofcorporate auditors may not prevent any corporate auditor from exercising his or her own power.
None of our directors or corporate auditors has service contracts with us providing for benefits upon
termination of service.
Our articles of incorporation, in accordance with the Company Law, allow us to enter into an agreementwith outside directors and outside corporate auditors that limits their liabilities incurred in connection with theirservice. The limitation of the liabilities under such agreement must be the higher of either (i) a pre-determinedamount not less than ¥20 million or (ii) the amount prescribed in laws and regulations, which is currently
equivalent to two times the annual compensation to such outside director or outside corporate auditor. Pursuant
to the provisions, we have entered into such agreements with all of our outside directors and outside corporate
auditors that were in office at any time after June 2006.
Based on the rules of the Tokyo Stock Exchange, companies listed on the stock exchanges is required tohave at least one member of the board of directors or the board of corporate auditors to be “independent.”
Currently, two of our directors and three of our corporate auditors meet such independence requirements.
To ensure transparency and objectivity in personnel matters relating to directors, we have established a nominating
committee and a compensation committee. Each committee consists of three outside directors and the president.
For additional information on our directors and corporate auditors and our board practices, see “Item 6.A.
Directors and Senior Management—Directors and Corporate Auditors” 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 us, are permitted to follow homecountry practices in lieu of certain provisions of Section 303A, and we are relying on this exemption. See“Item 16.G. Corporate Governance” for a summary of significant ways in which our corporate governancepractices differ from those followed by NYSE-listed U.S. companies.
6.D. Employees
As of March 31, 2011, 2012 and 2013, we had 56,770, 56,109 and 55,492 employees, respectively, on aconsolidated basis, including overseas local staff but excluding advisers and temporary employees. We also had
an average of approximately 17,824 temporary employees during the fiscal year ended March 31, 2013.
135

The following tables show our full-time employees as of March 31, 2013 and the average number of
temporary employees for the fiscal year ended March 31, 2013, each broken down based on business segment
and geographical location:
Number offull-time employees

Average number of
temporary employees

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

20,117
24,109
5,447
5,819

2,202
14,532
547
543

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

55,492

17,824

Percentage offull-time employees

Average percentage of
temporary employees

Business segment

Location

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

93.0%
1.6
1.1
4.3

99.9%
0.0
0.0
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.
6.E. Share Ownership
The following table shows the number of shares of our common stock owned by our directors and corporate
auditors as of June 30, 2013:
Directors

Number of shares owned

Takashi Tsukamoto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Yasuhiro Sato . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Yasunori Tsujita . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Toshitsugu Okabe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nobuhide Hayashi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Hideyuki Takahashi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Daisaku Abe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tadashi Kanki . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Masakane Koike . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Akihiko Nomiyama . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mitsuo Ohashi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Kanemitsu Anraku . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate Auditors

147,640
32,88023,400446,800
197,900
11,760267,980
50,10029,40024,800—
7,000
Number of shares owned

Toshinari Iyoda . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nobukatsu Funaki . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Masahiro Seki . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Masami Ishizaka . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Isao Imai . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

117,270
3,500
1,000
61,10032,800None of our directors or corporate auditors is the owner of more than one percent of our common stock, andno director or corporate auditor has voting rights with respect to our common stock that are different from anyother holder of our common stock.
136

For information on our stock compensation-type stock options (stock acquisition rights) for directors, see“Item 6.B Compensation.”
We have employee stock ownership plan under which participating employees of the companies listed
below is able to purchase our shares with funds deducted from such employee’s salary and bonus payments. The
plan administrator makes open-market purchases of our shares for the account of the plan on a monthly basis.
The companies contribute matching funds equivalent to 5% of the amounts contributed. The following tableshows the numbers of shares that this plan held as of March 31, 2013:
As of March 31, 2013
Plan

Employer companies

Number ofshares owned

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

Mizuho Financial Group
Pre-Merger Mizuho Bank
Mizuho Corporate Bank
Mizuho Trust & Banking
Mizuho Asset Management
Mizuho Research InstituteMizuho Information & Research Institute99,279,769

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

137

99,279,769

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
7.A. Major Shareholders
Common Stock
The following table sets forth information about the ten largest holders of shares of our common stock
appearing on the register of shareholders as of March 31, 2013:
As of March 31, 2013
Number ofPercentage ofshares owned
outstanding shares

Name

Japan Trustee Services Bank, Ltd. (trustee account) . . . . . . . . . . . . . . . . . . . . .
The Master Trust Bank of Japan, Ltd. (trustee account) . . . . . . . . . . . . . . . . . .
SSBT OD05 Omnibus Account - Treaty Clients . . . . . . . . . . . . . . . . . . . . . . . .
Barclays Securities Japan Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Japan Trustee Services Bank, Ltd. (trustee account 9) . . . . . . . . . . . . . . . . . . . .
The Dai-ichi Life Insurance Company, Limited . . . . . . . . . . . . . . . . . . . . . . . .
Japan Trustee Services Bank, Ltd. (trustee account 4) . . . . . . . . . . . . . . . . . . . .
Japan Trustee Services Bank, Ltd. (trustee account 1) . . . . . . . . . . . . . . . . . . . .
Japan Trustee Services Bank, Ltd. (trustee account 6) . . . . . . . . . . . . . . . . . . . .
Nomura Securities Co., Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,198,328,400
856,286,800
580,161,730
360,000,000
299,810,500
255,691,025
244,388,600
232,021,500
225,430,500
217,296,500

4.96%
3.55
2.40
1.49
1.24
1.06
1.01
0.96
0.93
0.90

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,469,415,555

18.51%

As of March 31, 2013, there were 180 record holders of our common stock with addresses in the UnitedStates, whose shareholdings represented approximately 8% 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.
Preferred StockClasses of preferred stock with shares outstanding as of March 31, 2013 consisted of eleventh seriesclass XI and thirteenth series class XIII preferred stock, all of which are non-voting. The following tables set
forth information about the ownership of shares of eleventh series class XI preferred stock and thirteenth seriesclass XIII preferred stock by our major shareholders of the respective preferred stock as of March 31, 2013, asappearing on the register of preferred shareholders:Eleventh Series Class XI Preferred Stock

Name

As of March 31, 2013
Number ofPercentage ofshares owned outstanding shares

Marubeni Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shimizu Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Electric Power Development Co., Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
JFE Steel Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
All Nippon Airways Co., Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Daiichi Sankyo Company, Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Canon Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Kyushu Electric Power Company, Incorporated . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cosmo Oil Company, Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shiseido Company, Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

14,500,000
10,000,000
10,000,000
6,000,000
6,000,000
6,000,000
5,000,000
5,000,000
5,000,000
5,000,000

4.26%
2.94
2.94
1.76
1.76
1.76
1.47
1.47
1.47
1.47

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

72,500,000

21.28%

138

Thirteenth Series Class XIII Preferred Stock

Name

As of March 31, 2013
Number ofPercentage ofshares owned outstanding shares

Nissin Foods Holdings Co., Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nippon Oil Finance (Netherlands) B.V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shiseido Company, Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sharp Finance Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
KOSE Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Obayashi Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Yanmar Co., Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fuji Media Holdings, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Kurabo Industries Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Kohnan Shoji Co., Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6,500,000
6,000,000
5,000,000
5,000,000
2,500,000
2,000,000
2,000,000
1,000,000
500,000
500,000

17.72%
16.35
13.63
13.63
6.81
5.45
5.45
2.73
1.36
1.36

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

31,000,000

84.49%Note:(1) All of the shares of the thirteenth series class XIII preferred stock issued by Mizuho Financial Group(36,690,000 shares) were acquired and cancelled on July 11, 2013.
As of March 31, 2013, there were no holders of our preferred stock with addresses in the United States.
To our knowledge, we are not directly or indirectly owned or controlled by any other corporation(s), by any
foreign government or by any other natural or legal person(s) severally or jointly. We know of no arrangements
the operation of which may at a later time result in a change of control.
7.B. Related Party Transactions
We and our subsidiary banks had, and expect to have in the future, banking transactions and othertransactions in the ordinary course of business with our related parties. Although, for the fiscal year ended
March 31, 2013, 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 withother persons and did not involve more than the normal risk of collectability or present other unfavorable
features.
During the fiscal year ended March 31, 2013, none of our directors or executive officers or corporate
auditors, and none of the close members of their respective families, had any transactions that are material or any
transactions that are unusual in their nature or conditions, involving goods, services or tangible or intangible
assets, to which we were, are or will be a party, and there were no such transactions proposed as of March 31,
2013.
During the fiscal year ended March 31, 2013, no loans were made to our directors or executive officers or
corporate auditors other than loans in the ordinary course of business, on substantially the same terms, includinginterest rates and collateral, as those prevailing at the time for comparable transactions with other persons, andinvolving no more than the normal risk of collectability or presenting other unfavorable features.
7.C. Interests of Experts and Counsel
Not applicable.
139

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. In addition, we are involved in the following legal proceedings.
An Indonesian subsidiary of ours acts as collateral agent for the trustee of bond issuances made bysubsidiaries of Asia Pulp & Paper Company Ltd. (“APP”). In that role, the subsidiary is involved in a dispute
between the bondholders and such APP subsidiaries in their capacities as the issuers, guarantors and/or pledgorsof security for the bonds relating to foreclosure proceedings on the collateral and has been named as a defendantin a lawsuit brought by the obligors under the bonds in Indonesia. Our consolidated financial statements do notinclude a reserve in relation to this dispute because we do not believe the resolution of this matter will have asignificant impact on our consolidated financial condition or results of operations, although there can be noassurance as to the foregoing.
Dividend Policy
We have been implementing “disciplined capital management” by pursuing the optimal balance between“strengthening of stable capital base” and “steady returns to shareholders.”
Based on the above policy, we paid annual cash dividends for the fiscal year ended March 31, 2013 of¥6 per share of common stock (interim cash dividends of ¥3 per share of common stock and cash dividends at theend of the fiscal year of ¥3 per share of common stock). With respect to each class of preferred stock, we madedividend payments for the fiscal year ended March 31, 2013 as prescribed.
Our articles of incorporation provide for our ability to distribute an interim dividend to shareholders ofrecord as of September 30 in each year pursuant to Article 454 Paragraph 5 of the Company Law, and we intend
to distribute dividends twice per year, at the interim period and the end of the period, to return profits toshareholders in a timely way.
The distribution of surplus for the fiscal year end is subject to the authorization by a general meeting ofshareholders, while the distribution of surplus for the interim period is made by resolution of our board of
directors.
We will apply retained earnings to strengthen our financial condition and to the development of our businessgoing forward.
8.B. Significant Changes
Except as disclosed in note 32 to our consolidated financial statements, no significant change in our
financial position has occurred since the date of the financial statements included in this annual report.

140

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

Fiscal years ended/ending March 31,

2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012:First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013:
First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014:First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Most recent six months:
January . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
February . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
March . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
April . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
May . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
July (through July 22) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

141

Average daily
trading volume(shares)$12.00
5.70
4.27
3.42
4.68

$3.26
3.33
2.67
2.43
2.80

420,986
520,497
720,409779,986
478,892

3.41
3.42
2.99
3.40

2.98
2.77
2.43
2.69

1,051,168
701,948609,654758,067

3.35
3.49
3.67
4.68

2.80
3.01
3.01
3.62

452,314360,966
353,956
759,719

4.55

3.62

1,197,898

4.01
4.68
4.55
4.52
4.55
4.16
4.45

3.62
3.98
4.26
4.04
3.82
3.62
4.11

671,248916,392
703,774
1,521,912
1,199,226
840,023436,553

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

2009(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012:First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013:
First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014:First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Most recent six months:
January . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
February . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
March . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
April . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
May . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
July (through July 23) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Price per share
High
Low

Average daily
trading volume(shares)

¥606
274
192
146
221

¥166
146
110
98
110

184,530,927
170,679,648
173,457,514
107,266,520
142,901,584

141
139
115
146

119
110
98
105

107,583,580
108,696,137
80,150,326
132,589,166

138
137
157
221

110
119
121
158

95,949,077
74,752,544
99,371,152
313,648,683

233

180

327,942,982

185
219
221
225
233
206
225

158
181
198
185
192
180
203

245,419,374
434,241,016
263,903,810
381,765,814
350,906,005
247,317,835
153,028,269

Note:(1) The price and volume figures for the fiscal year ended March 31, 2009 are calculated to reflect the allotmentof shares or fractions of a share without consideration at the rate of 999 shares per 1 share and 9.99 shares
per every 0.01 of a share that became effective on January 4, 2009.
9.B. Plan of Distribution
Not applicable.
9.C. Markets
The principal trading market for our shares of common stock is the First Section of the Tokyo Stock
Exchange. Our shares have been listed on the First Section of the Tokyo Stock Exchange, 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 shares had been listed on the First Section of the Osaka Securities Exchange under thesame code until the integration of the cash equity markets of the Osaka Securities Exchange and the Tokyo Stock
Exchange which occurred on July 16, 2013.
142

Our ADSs have been listed on the New York Stock Exchange since November 8, 2006 and are quoted under
the ticker symbol “MFG.”
9.D. Selling Shareholders
Not applicable.
9.E. Dilution
Not applicable.
9.F. Expenses of the Issue
Not applicable.

143

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

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

Our Board of Directors
There is no provision in our articles of incorporation as to our directors’ power to vote on a proposal,
arrangement or contract in which a director is materially interested. The Company Law, however, requires suchdirector to refrain from voting on such matters at meetings of the board of directors.
The Company Law provides that compensation for directors be determined at a general meeting ofshareholders. Our board of directors will determine the compensation for each director without exceeding theupper limit on the aggregate amount of compensation for directors as a group approved by the general meeting ofshareholders. Our board of directors may, by its resolution, leave this decision to the discretion of our president.
The Company Law provides that the board of directors must approve significant loans from any third party
to the company.
Neither the Company Law nor our articles of incorporation set a mandatory retirement age for our directors.
There is no requirement concerning the number of shares an individual must hold to qualify as a director
under the Company Law or our articles of incorporation.
Common Stock
GeneralSet forth below is information concerning our shares of common stock, including brief summaries of certain
provisions of our articles of incorporation, our share handling regulations and the Company Law (Kaisha Hou)
(Law No. 86 of 2005, as amended) 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 48,000,000,000 shares of common stock.
As of March 31, 2013, 24,164,864,477 shares of common stock were issued.
Where relevant to the common stock, provisions of our preferred stock are also described below.
Distribution of Surplus
GeneralUnder the Company Law, distribution of cash or other assets by a joint stock corporation to its shareholders,
including dividends, takes the form of distribution of Surplus (as defined in “—Restriction on Distribution of144

Surplus”). We are permitted to make distributions of Surplus to our shareholders any number of times per fiscal
year pursuant to resolutions of our general meeting of shareholders, subject to certain limitations described in“—Restriction on Distribution of Surplus.” Distributions of Surplus are required in principle to be authorized bya resolution of a general meeting of shareholders. Distributions of Surplus are, however, permitted pursuant to a
resolution of the board of directors if:(1) our articles of incorporation so provide (our current articles of incorporation do not have suchprovision);(2) the normal term of office of our directors is one year; and(3) our non-consolidated annual financial statements and certain documents for the latest fiscal year
fairly present our assets and profit and loss, as required by an ordinance of the Ministry of Justice.
In an exception to the above rule, even if the requirements described in (1) through (3) are not met, we are
permitted to make distributions of Surplus in cash to our shareholders by resolutions of the board of directors
once per fiscal year if our articles of incorporation so provide. Our current articles of incorporation provide such
distribution of Surplus as interim dividends, the record date for which is September 30 each year.
Distributions of Surplus may be made in cash or in kind in proportion to the number of shares of common
stock held by each shareholder. A resolution of a general meeting of shareholders or the board of directors
authorizing a distribution of Surplus must specify the kind and aggregate book value of the assets to be
distributed, the manner of allocation of such assets to shareholders, and the effective date of the distribution. If a
distribution of Surplus is to be made in kind, we may, pursuant to a resolution of a general meeting ofshareholders or (as the case may be) the board of directors, grant the right to our shareholders to require us tomake such distribution in cash instead of in kind. If no such right is granted to shareholders, the relevant
distribution of Surplus must be approved by a special resolution of a general meeting of shareholders (see“—Voting Rights” with respect to a “special resolution”).
Under our articles of incorporation, the record date for annual dividends and interim dividends is March 31
and September 30, respectively, in each year. In Japan, the “ex-dividend date” (the date from which purchasers ofshares through Japanese stock exchanges will not be entitled to the dividends to be paid to registeredshareholders as of any record date) and the record date for dividends precede the date of determination of theamount of the dividend to be paid. The ex-dividend date of the shares of common stock is generally the second
business day prior to the record date. Under our articles of incorporation, we are not obligated to pay any
distribution of Surplus to be made in cash which has not been received after the lapse of five years from thecommencement date of such distribution.
Restriction on Distribution of Surplus
Payment of annual dividends on shares of common stock is subject to the prior payment of dividends onshares of preferred stock of ¥20 per share of eleventh series class XI preferred stock. Payment of an interim
dividend on shares of our common 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 the series of preferred stock.
In making a distribution of Surplus, we must set aside in our additional paid-in capital and/or legal reserve
an amount equal to one-tenth of the amount of Surplus so distributed, until the sum of its additional paid-in
capital and legal reserve reaches one-quarter of its stated capital.
The amount of Surplus at any given time must be calculated in accordance with the following formula:
A + B + C + D - (E + F + G)

145

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“G” = certain other amounts set forth in an ordinance of the Ministry of Justice, including:•

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

The aggregate book value of Surplus distributed by us may not exceed a prescribed distributable amount(the “Distributable Amount”), as calculated on the effective date of such distribution. The Distributable Amountat any given time shall be the amount of Surplus less the aggregate of (a) the book value of our treasury stock,(b) the amount of consideration for any of our treasury stock disposed of by us after the end of the last fiscal year
and (c) certain other amounts set forth in an ordinance of the Ministry of Justice, including (if the sum of
one-half of our goodwill and deferred assets exceeds the total of the stated capital, additional paid-in capital andlegal reserve, each such amount being the amount in our non-consolidated balance sheet as of the end of the last
fiscal year) all or certain part of such exceeding amount as calculated in accordance with the ordinances of the
Ministry of Justice.
If we have become at our option a company with respect to which its consolidated balance sheet should also
be considered in the calculation of the Distributable Amount (renketsu haito kisei tekiyo kaisha), we shall further
deduct from the amount of Surplus the excess amount, if any, of (x) the total amount of the shareholders’ equity
appearing on our non-consolidated balance sheet as of the end of the last fiscal year and certain other amounts set
forth by an ordinance of the Ministry of Justice over (y) the total amount of the shareholders’ equity and certain
other amounts set forth by an ordinance of the Ministry of Justice appearing on our consolidated balance sheet asof the end of the last fiscal year. We did not opt for becoming such a company with respect to the fiscal year
ended March 31, 2013.
If we have prepared interim financial statements as described below, and if such interim financial statements
have been approved by the board of directors or (if so required by the Company Law) by a general meeting ofshareholders, then the Distributable Amount must be adjusted to take into account the amount of profit or loss,
and the amount of consideration for any of our treasury stock disposed of by us, during the period in respect ofwhich such interim financial statements have been prepared. We may prepare non-consolidated interim financial
statements consisting of a balance sheet as of any date subsequent to the end of the last fiscal year and an income
statement for the period from the first day of the current fiscal year to the date of such balance sheet. Interim
financial statements so prepared by us must be audited by our corporate auditors and/or outside accounting
auditor, as required by an ordinance of the Ministry of Justice.
146

Capital and Reserves
We may reduce our additional paid-in capital or legal reserve generally by resolution of a general meetingof shareholders and, if so decided by the same resolution, may account for the whole or any part of the amount ofsuch reduction as stated capital. On the other hand, we may reduce our stated capital generally by special
resolution of a general meeting of shareholders and, if so decided by the same resolution, may account for thewhole or any part of the amount of such reduction as additional paid-in capital or legal reserve. In addition, we
may reduce our Surplus and increase either (i) stated capital or (ii) additional paid-in capital and/or legal reserveby the same amount, in either case by resolution of a general meeting of shareholders.
Stock Splits
We may at any time split shares of common stock into a greater number of shares of common stock byresolution of the board of directors. When a stock split is to be made, so long as our only class of outstanding
stock is the common stock, we may increase the number of authorized shares in the same ratio as that of suchstock split by amending our articles of incorporation, of which amendment may be effected by resolution of theboard of directors without approval by shareholders.
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 Company Law 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 board of
directors may reduce the number of shares constituting one unit of shares or cease to use the unit share system byamendments to the articles of incorporation without a special 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 general
meeting of shareholders whenever necessary. Notice of a general meeting of shareholders stating the place, thetime and the purpose thereof must be given to each shareholder having voting rights (or, in the case of a 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.
147Any shareholder holding at least 300 voting rights or 1% of the total number of voting rights for six months
or longer may propose a matter to be considered at a general meeting of shareholders by submitting a request to arepresentative director at least eight weeks prior to the date of such meeting. Any of the minimum percentages,
time periods and number of voting rights necessary for exercising the minority shareholder rights describedabove may be decreased or shortened if our articles of incorporation so provide.
Voting Rights
Our shareholders have one voting right for each unit of shares held by them (regarding the voting rights heldby holders of preferred stock, see “—Preferred Stock—Voting Rights”).
Except as otherwise provided by law or in our articles of incorporation, a resolution shall be adopted at a
general meeting of shareholders by a majority of the voting rights held by the shareholders present at themeeting. Our articles of incorporation provide that the quorum for election of directors and corporate auditors is
one-third of the total number of voting rights. Our shareholders are not entitled to cumulative voting in theelection of directors. A shareholder may exercise its voting rights in writing or through a proxy, provided that theproxy shall also be a holder of our shares having voting rights at such meeting.
The Company Law provides that certain important matters shall be approved by a “special resolution” of ageneral meeting of shareholders. Under our articles of incorporation, the quorum for a special resolution is 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 by
the board of directors under the Company Law such as (i) an increase of the number of authorizedshares in the same ratio as that of a stock split, (ii) a reduction of the number of shares per unit ofshares and (iii) abolishing the unit share system);2.

dismissal of a corporate auditor;

3.

our dissolution, merger or consolidation requiring shareholders’ approval;

4.

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

5.

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

6.

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

7.

our corporate split requiring shareholders’ approval;

8.

consolidation of shares of common stock;9.

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

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

148

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. See “—Preferred
Stock—Liquidation Rights.”
Issue of Additional Shares and Pre-emptive Rights
Holders of the common stock have no pre-emptive rights. Authorized but unissued shares of common stock
may be issued at such times and upon such terms as the board of directors determines, subject to the limitations
as to the issuance of new shares of common stock at a “specially favorable” price mentioned in “—Voting
Rights.” In the case of an issuance or transfer of shares or stock acquisition rights by way of an allotment to athird party which would dilute the outstanding voting shares by 25% or more or change the controllingshareholder, in addition to a board resolution, the approval of the shareholders or an affirmative opinion from aperson independent of our management is generally required pursuant to the regulations of the stock exchanges
in Japan. The board of directors may, however, determine that shareholders of a particular class of stock shall begiven subscription rights to new shares of the same class, in which case they must be given on uniform terms toall shareholders of that class as of a record date of which not less than two weeks’ prior public notice must be
given. Each of the shareholders to whom such rights are given must also be given at least two weeks’ prior noticeof the date on which such rights expire (but see “—Preferred Stock—Issue of Additional Shares and Pre-emptive
Rights” regarding our preferred stock).
Stock Acquisition Rights
We may issue stock acquisition rights (shinkabu yoyakuken). Holders of stock acquisition rights are entitledto acquire shares from us, upon payment of the applicable exercise price, and subject to other terms andconditions thereof. We may also issue bonds with stock acquisition rights (shinkabu yoyakuken-tsuki shasai). The
issuance of stock acquisition rights and bonds with stock acquisition rights may be authorized by the board of
directors unless it is made at a “specially favorable” price or under “specially favorable” conditions, as describedin “—Voting Rights.”
Record Date
As mentioned above, March 31 is the record date for the payment of annual dividends and the determinationof shareholders entitled to vote at the ordinary general meeting of shareholders. September 30 is the record date
for the payment of interim dividends. In addition, by a resolution of the board of directors and after giving atleast two week’s prior public notice, we may at any time set a record date in order to determine the shareholders
who are entitled to certain rights pertaining to our stock.
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
currently authorized by our articles of incorporation);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 resolution of the board of directors).
149

In the case of 2. above, any other shareholder may make a request to a representative director to be included as aseller in the proposed purchase, unless the purchase price or any other consideration to be received by therelevant specific shareholder will not exceed the last trading price of the shares on the relevant stock exchange on
the day immediately preceding the date on which the resolution mentioned in 2. above was adopted (or, if there isno trading in the shares on the stock exchange or if the stock exchange is not open on such day, the price atwhich the shares are first traded on such stock exchange thereafter).
The total amount of the purchase price of shares of common stock may not exceed the Distributable
Amount, as described in “—Distribution of Surplus—Restriction on Distribution of Surplus.”
We may hold the shares of common stock acquired, and may generally transfer or cancel such shares byresolution of the board of directors.
Disposal of Shares of Common Stock Held by Shareholders whose Location is Unknown
We are not required to send notices to a shareholder if notices given by us to such shareholder fail to arrive
for five consecutive years or more at its address registered in our register of shareholders or otherwise notified tous.
In the above case, if the relevant shareholder also fails to receive dividends on the shares continuously forfive years or more at its address registered in our register of shareholders or otherwise notified to us, then we
may in general dispose of such shares at their then market price and hold or deposit the proceeds of suchdisposition on behalf of the relevant shareholder.
Reporting of Substantial Shareholders
The Financial Instruments and Exchange Law and its related regulations require any person who has
become, beneficially and solely or jointly, a holder of more than 5% of the total issued shares of capital stock of
a company that is listed on any Japanese stock exchange to file a report with the Director of the relevant Local
Finance Bureau of the Ministry of Finance within five business days. With certain exceptions, a similar reportmust also be filed in respect of any subsequent change of 1% or more in the holding or of any change in material
matters set forth in any previously filed reports. For this purpose, shares issuable to such person upon conversionof convertible securities or exercise of share subscription warrants or stock acquisition rights are taken into
account in determining both the number of shares held by the holder and the company’s total issued share capital.
Copies of each report must also be furnished to the company issuing the shares and to all the Japanese stock
exchanges on which the shares are listed.
There are other reporting requirements under the Banking Law. See “Item 4.B. Information on the
Company—Business Overview—Supervision and Regulation—Japan—Examination and Reporting Applicableto Shareholders.”
Holding of Shares of Our Common Stock by Foreign Investors
There are no limitations imposed by the laws of Japan, our articles of incorporation or our other constituent
documents on the rights of non-residents or foreign shareholders to hold or exercise voting rights on our shares ofcommon stock or preferred stock.
Transfer of Shares
At present, JASDEC is the only institution that is designated by the relevant authorities as a clearing house
which is permitted to engage in the clearing operations of listed shares under the Law Concerning Book-Entry
Transfer of Corporate Bonds, Stocks, etc. (Law No. 75 of 2001, including regulations promulgated thereunder;
the “Book-entry Law”). Under the clearing system above, in order for any person to hold, sell or otherwise
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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 therequirements prescribed by the Book-entry Law, and only those financial institutions that meet further stringent
requirements of the Book-entry Law can open accounts directly at JASDEC. Under the Book-entry Law, anytransfer of shares is effected through book entry, and title to the shares passes to the transferee at the time when
the transferred number of the shares is recorded at the transferee’s account at an account managing institution.
The holder of an account at an account managing institution is presumed to be the legal owner of the shares heldin such account. Under the Company Law and the Book-entry Law, in order to assert shareholders’ rights towhich shareholders as of record dates are entitled (such as the rights to vote at a general meeting of shareholders
or receive dividends) against us, a shareholder must have its name and address registered in our register ofshareholders. Under the clearing system, such registration is made upon our receipt of necessary informationfrom JASDEC. On the other hand, in order to assert shareholders’ rights to which shareholders are entitledregardless of record dates such as minority shareholders’ rights including the right to propose a matter to beconsidered at a general meeting of shareholders, except for shareholders’ rights to request us to purchase or sellshares constituting less than 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, such shareholder is required to present us a receipt of the request of the notice in accordance with ourshare handling regulations. Under the Book-entry Law, the shareholder shall exercise such shareholders’ rightwithin four weeks after the notice above. Non-resident shareholders are required to appoint a standing proxy inJapan 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 for standard fees. Notices from us to non-resident shareholders are delivered to such standing
proxies or mailing addresses.
Under the clearing system, shares constituting less than one unit are transferable. Under the rules of theJapanese stock exchanges, however, shares constituting less than one unit do not comprise a trading unit, except
in limited circumstances, and accordingly may not be sold on Japanese stock exchanges.
Our transfer agent is Mizuho Trust & Banking, located at 2-1, Yaesu 1-chome, Chuo-ku, Tokyo 103-8670,
Japan.
The registered holder of deposited shares underlying the ADSs is the depositary for the ADSs. Accordingly,
holders of ADSs will not be able to directly assert their shareholders’ rights against us.
Preferred Stock
The following is a summary of information concerning the shares of our preferred stock, including briefsummaries of the relevant provisions of our articles of incorporation, our share handling regulations and theCompany Law and certain related legislation, all as currently in effect. The detailed rights of our preferred stock
are set forth in our articles of incorporation and the resolutions of our board of directors relating to the issuanceof the relevant series of preferred stock.
GeneralUnder our articles of incorporation, we are authorized to issue 914,752,000 shares of class XI preferredstock, 36,690,000 shares of class XIII preferred stock, 900,000,000 shares of each of the first to fourth series ofclass XIV preferred stock (provided that the aggregate number of shares authorized to be issued with respect tothe four series of class XIV preferred stock may not exceed 900,000,000 shares), 900,000,000 shares of each of
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 900,000,000 shares),151

1,500,000,000 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 notexceed 1,500,000,000 shares).
As of March 31, 2013, 914,752,000 shares of eleventh series class XI preferred stock and 36,690,000 sharesof thirteenth series class XIII preferred stock were issued and there were no fractional shares of each series ofpreferred stock. On July 11, 2013, we acquired and cancelled all of the outstanding shares of the thirteenth seriesclass XIII preferred stock.
Preferred Dividends
Payment of annual dividends on shares of common stock is subject to the prior payment on shares ofpreferred stock. The amount of preferred dividends for each series of the preferred stock (except for the thirteenth
series class XIII preferred stock all of which were acquired and cancelled by us on July 11, 2013) is as follows:•

Eleventh series class XI preferred stock bears an annual non-cumulative dividend of ¥20 per share, andin the event we pay an interim dividend, holders are entitled to receive ¥10 per share in preference tocommon stock.

•

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 at thetime of issuance, up to a maximum of ¥100 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 at the timeof issuance, up to a maximum of ¥100 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 at thetime of issuance, up to a maximum of ¥100 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 preferred interim dividend will be deducted from the preferred dividend payable onpreferred stock in respect of the same fiscal year.
No payment of dividends on our preferred stock or any other stock may be made unless we have sufficient
Distributable Amount and a resolution to pay such dividend is obtained at the relevant ordinary general meetingof shareholders, in the case of annual dividends or at the board of directors, in the case of preferred interim
dividends.
Dividends on our preferred 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¥1,000 per share out of our residual assets upon our liquidation.
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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 Company Law or other applicable law or our articles ofincorporation. Under our articles of incorporation, holders of units of our preferred stock will be entitled toreceive notice of, and to vote at, general meetings of shareholders:•from the commencement of any ordinary general meeting of shareholders if an agenda for approval todeclare a preferred dividend is not submitted to such meeting; or•from the close of any ordinary general meeting of shareholders if a proposed resolution to declare apreferred dividend is not approved at such meeting,until in each case such time as a resolution of an ordinary general meeting of shareholders declaring a preferred
dividend is approved.
A separate resolution of a meeting of the holders of the preferred stock is required in order to approve thefollowing matters which would prejudice the interests of the holders of the relevant preferred stock:(i)an amendment to the articles of incorporation to add new classes of shares to be issued, alter theterms of the shares or increase the number of authorized number of shares or authorized number ofany class of shares, with certain exceptions;(ii)

consolidation or split of shares;(iii)

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

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

certain corporate splits;(vii)

share exchanges;(viii)

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

Such separate resolution is not required when the articles of incorporation so provide, except in the case of(i) above.
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 the153preferred stock in issue, other preferred stock ranking pari passu with the preferred stock in issue as regards theorder of such participation in profits or assets of us and carrying such rights as to rates of preferred dividends orterms of conversion as the board of directors may determine, subject to the limitations set forth in our articles ofincorporation and the Company Law.
Acquisition of Preferred Stock
We may, if required, subject to regulatory approval, acquire any shares of the preferred stock thenoutstanding at any time out of the Distributable Amount (as defined in “—Common Stock—Restriction on
Distribution of Surplus”). On or after the date to be determined by a resolution of the board of directors at thetime of the relevant preferred stock, we may also acquire all or a portion of each series of the first to fourth seriesof class XV (currently not in issue) or the first to fourth series of class XVI preferred stock (currently not in
issue) at the acquisition price to be determined by a resolution of the board of director at the time the issuance ofthe relevant preferred stock on the date separately determined by a resolution of the board of director, without
consent of the holders of such preferred stock. When a portion of a certain class of preferred stock is acquired,such acquisition shall be made from each holder thereof in number of shares determined by way of a lot or pro
rata allocation. On July 11, 2013, we acquired and cancelled all of the outstanding shares of the thirteenth seriesclass XIII preferred stock.
Stock Splits
Our articles of incorporation provide that no stock split, stock consolidation or free distribution of stock
shall be made in respect of the preferred stock unless otherwise provided for in any law or regulation.
Issue of Additional Shares and Pre-emptive Rights
Our articles of incorporation provide that no holder of our preferred stock has any pre-emptive right tosubscribe for or purchase shares, stock acquisition rights or bonds with stock acquisition rights in the event of anissuance of additional shares or bonds and that no free distribution of stock acquisition rights may be made to theholders of our preferred stock.
Conversion
Our articles of incorporation provide that holders of class XI, 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, attheir option, convert their shares to common stock by requesting us to acquire such shares and issue or transfer
common stock to them. Other classes of our preferred stock are non-convertible.
Our articles of incorporation also provide that class XI, the first to fourth series of class XIV (currently notin issue) or the first to fourth series of class XV (currently not in issue) preferred stock outstanding on the last
day of the acquisition period will be mandatorily acquired by us on the immediately following day (the“mandatory conversion date”) in consideration of shares of common stock of which number shall be calculated at
the then-current market price per share of our common stock (the “mandatory conversion price”).
Eleventh series class XI preferred stock may, at the option of the holder thereof, be acquired at any timefrom July 1, 2008 to June 30, 2016 in consideration of shares of common stock of which number shall becalculated at ¥282.90 per share, subject to anti-dilution adjustments due to, among other things, issuance of newshares of our common stock at issue price below the market price. For the purpose of determining the mandatory
conversion price and the conversion price adjusted pursuant to the anti-dilution clause, the market price shallmean the average price of daily closing prices of our common stock on the Tokyo Stock Exchange for the 30
consecutive trading days commencing on the 45th trading day prior to the mandatory conversion date or the dateon which the conversion price after the adjustment becomes effective, respectively. Anti-dilution adjustments are154triggered upon an issuance of common stock at prices that are lower than the then current market price, stock
splits and free allotments of common stock, and other similar events, so that the impact of these events areproperly reflected in the conversion price.
The anti-dilution adjustments will generally be made in accordance with the following formula.

Conversion
price after=
adjustment(1)Number ofshares ofConversion
common stock+
price before × already issued
adjustment(1)Number of shares ofcommon stock already +issuedNumber of shares ofSubscription
common stock× money per
to be newly issued
share
Current market price per share
Number of shares ofcommon stock to be newly
issuedNote:(1) Conversion of the preferred stock is conducted through the acquisition of the relevant shares of preferredstock by us followed by the delivery of the applicable number of shares of common stock. As such, the word
“acquisition” is used in lieu of “conversion” in our articles of incorporation.
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 which was revised by the Financial Services Agency, with effect as fromMarch 31, 2013, to reflect the Basel III rules, the first to fourth series of class XIV (currently not in issue), thefirst to fourth series of class XV (currently not in issue) and the 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 relating to theissuance of the relevant preferred stock as an event where a write-off of the relevant preferred stock or aconversion of the relevant preferred stock into common stock, or financial support or other similar measurestaken by a public sector, without which we would become non-viable, is determined to be necessary, we shallmandatorily acquire the relevant preferred stock, in whole, free of consideration, on a date which falls after theoccurrence of such event as determined by the resolution of the board of directors relating to the issuance of therelevant preferred stock and which date shall be separately determined by a resolution of 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 relating to the issuance of therelevant preferred stock, giving due consideration to the capital adequacy requirements applicable to us and otherfactors.
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 relating to theissuance of the relevant preferred stock as an event where a write-off of the relevant preferred stock or aconversion of the relevant preferred stock into common stock, or financial support or other similar measurestaken by a public sector, without which we would become non-viable, is determined to be necessary, we shallmandatorily 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 relating to the issuance of the relevant preferredstock and which date shall be separately determined by a resolution of the Board of Directors after the issuanceof the relevant preferred stock, or a date which falls after the occurrence of the relevant certain event and whichdate shall be determined by the resolution of the board of directors relating to the issuance of the relevant155preferred stock, giving due consideration to the capital adequacy requirements applicable to us and other factors,
and instead, we shall deliver our own common stock to holders of the relevant preferred stock. In this case, theterms of acquisition, including the number of shares of the common stock to be delivered in exchange for theacquisition of one (1) share of the relevant preferred stock, shall be determined by the resolution of the relevantboard 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 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 Law
The Foreign Exchange and Foreign Trade Law of Japan and the cabinet orders and ministerial ordinances
incidental thereto, collectively the Foreign Exchange Law, set forth, among other matters, the regulations relating
to the receipt by non-residents of Japan of payment with respect to shares to be issued by us and the acquisitionand holding of shares by non-residents of Japan and foreign investors, both as defined below. It also applies insome cases to the acquisition and holding of ADSs representing such shares acquired and held by non-residents
of Japan and by foreign investors. Generally, the Foreign Exchange Law currently in effect does not affect theright of a non-resident of Japan to purchase or sell ADSs outside Japan for non-Japanese currency.
“Non-residents of Japan” are defined as individuals who are not resident in Japan and corporations whose
principal offices are located outside Japan. Generally, the branches and offices of non-resident corporations thatare located in Japan are regarded as residents of Japan while the branches and offices of Japanese corporations
located outside Japan are regarded as non-residents of Japan.
“Foreign investors” are defined as:•

individuals not resident in Japan;•

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

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

Dividends and Proceeds of Sales
Under the Foreign Exchange Law, dividends paid on, and the proceeds of sales in Japan of, shares held by
non-residents of Japan may in general be converted into any foreign currency and repatriated abroad. The
acquisition of our shares by non-residents of Japan by way of a stock split is not subject to any notification orreporting requirements.
Acquisition of Shares
In general, a non-resident of Japan who acquires shares from a resident of Japan is not subject to any priorfiling requirement, although the Foreign Exchange Law empowers the Minister of Finance of Japan to requireprior approval for any such acquisition in certain limited circumstances. While such prior approval is not156

required in general, in the case where a resident of Japan transfers shares of a Japanese company forconsideration exceeding ¥100 million to a non-resident of Japan, the resident of Japan that transfers the shares isrequired to report the transfer to the Minister of Finance of Japan within 20 days from the date of the transfer orthe 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.
If a foreign investor acquires our shares and, together with parties who have a special relationship with that
foreign investor, holds 10% or more of our issued shares as a result of such acquisition, the foreign investor mustfile a report of such acquisition with the Minister of Finance and any other competent Minister on or before the15th day of the month following the month in which the acquisition was made, in principle. In certain limited
circumstances, however, a prior notification of such acquisition must be filed with the Minister of Finance andany other competent Minister, who may modify or prohibit the proposed acquisition.
Deposit and Withdrawal under American Depositary Facility
The deposit of shares with Mizuho Bank, in its capacity as custodian and agent for the depositary, in Tokyo,
the issuance of ADSs by the depositary to a non-resident of Japan in respect of the deposit and the withdrawal of
the underlying shares upon the surrender of the ADR are not subject to any of the formalities or restrictions
referred to above. However, where as a result of a deposit or withdrawal the aggregate number of shares held by
the depositary, including shares deposited with Mizuho Bank as custodian for the depositary, or the holder
surrendering the ADR, as the case may be, would be 10% or more of the total outstanding shares, a report will be
required, and in specified circumstances, a prior notification may be required, as noted above.
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 individual
shareholder who holds 3% or more of the total number of shares issued by the relevant Japanese corporation, the157

aforementioned 20.42% withholding tax rate is reduced to (i) 7.147% for dividends due and payable on or afterJanuary 1, 2013 but on or before December 31, 2013 and (ii) 15.315% for dividends due and payable on or afterJanuary 1, 2014. 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 7%, 15% and 20%, as applicable, has been effectively increased, respectively, to 7.147%, 15.315%
and 20.42%, 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 on Dividends (together with any otherrequired forms and documents) in advance, through the withholding agent, to the relevant tax authority before
payment of dividends. A standing proxy for a non-resident holder may provide such application service. In
addition, a certain simplified special application filing procedure will be available for non-resident holders toclaim treaty benefits of exemption from or reduction of Japanese withholding tax, with respect to dividends paidon or after January 1, 2014. With respect to ADSs, this reduced rate or exemption will be applicable to nonresident holders of ADSs if the depositary or its Agent submits two Application Forms (one before payment ofdividends and the other within eight months after the record date concerning such payment of dividends ),together with certain other documents. To claim this reduced rate or exemption, non-resident holders of ADSs
will be required to file a proof of taxpayer status, residence and beneficial ownership, as applicable, and toprovide other information or documents as may be required by the depositary. Non-resident holders who areentitled, under any applicable tax treaty, to a reduced rate of Japanese withholding tax below the rate otherwise
applicable under Japanese tax law, or exemption therefrom, as the case may be, but fail to submit the required
application in advance may nevertheless be entitled to claim a refund from the relevant Japanese tax authority ofwithholding taxes withheld in excess of the rate under an applicable tax treaty (if such non-resident holders areentitled to a reduced treaty rate under the applicable tax treaty) or the full amount of tax withheld (if such nonresident holders are entitled to an exemption under the applicable tax treaty), as the case may be, by complying
with a certain subsequent filing procedure.
We do not assume any responsibility to ensure withholding at the reduced rate, or exemption therefrom, for
non-resident holders who would be 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.

158

Japanese inheritance and gift taxes, at progressive rates, may be payable by an individual who has acquired
our shares of our common stock or ADSs from an individual, as a legatee, heir or donee, even if none of theacquiring individual, the decedent or the donor is a Japanese resident.
U.S. Taxation
The following sets forth the material United States federal income tax consequences of the ownership ofshares and ADSs as of the date hereof. The discussion set forth below is applicable to U.S. holders (as defined
below) (i) who are residents of the United States for purposes of the current income tax treaty between Japan andthe United States (the “Treaty”), (ii) whose shares or ADSs are, for purposes of the Treaty, neither effectively
connected with nor attributable to a permanent establishment in Japan and (iii) who otherwise qualify for the full
benefits of the Treaty.
The following summary is not a complete analysis or description of all potential U.S. federal income tax
consequences to a particular U.S. holder. It does not address all U.S. federal income tax considerations that may
be relevant to all categories of potential purchasers, certain of which (such as banks or other financial
institutions, insurance companies, dealers in securities or currencies, tax-exempt entities, non-U.S. persons,
persons holding a share or an ADS as part of a “straddle,” “hedge,” conversion or integrated transaction,
partnerships or other pass-through entities for U.S. federal income tax purposes, traders in securities who haveelected the mark-to-market method of accounting for their securities, regulated investment companies, real estate
investment trusts, holders whose “functional currency” is not the U.S. dollar, holders liable for alternative
minimum tax and holders of 10% or more of our voting shares) are subject to special tax treatment. Thissummary does not address any foreign, state, local or other tax consequences of investments in our shares or
ADSs.
This summary addresses only shares or ADSs held as capital assets.
As used herein, a “U.S. holder” is a beneficial owner of shares or ADSs, as the case may be, that is, for U.S.
federal income tax purposes:•

an individual citizen or resident of the United States;•

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

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

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

such U.S. holder will not be allowed a foreign tax credit for foreign taxes imposed on dividends paid on shares or
ADSs. The rules governing U.S. foreign tax credits are very complex and U.S. holders should consult their tax
advisors regarding the availability of foreign tax credits under their particular circumstances.
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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 individuals paid by that corporation on shares (or ADSs
backed by such shares) that are readily tradable on an established securities market in the United States. 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
Subject to the discussion under “—U.S. Taxation—Passive Foreign Investment Company Rules” below,
upon a sale or other disposition of shares or ADSs, a U.S. holder will recognize gain or loss in an amount equal
to the difference between the U.S. dollar value of the amount realized and the U.S. holder’s tax basis, determinedin U.S. dollars, in such shares or ADSs. Such gain or loss will be capital gain or loss and will be long-term
capital gain or loss if the U.S. holder’s holding period for such shares or ADSs exceeds one year. A U.S. holder’stax basis in its shares or ADSs will generally be the cost to the holder of such shares or ADSs. Any such gain orloss realized by a U.S. holder upon disposal of the shares or ADSs will generally be income or loss from sources
within the United States for foreign tax credit limitation purposes. The deductibility of capital losses is subject tolimitations.
Passive Foreign Investment Company Rules
Based on our projected composition of income and valuation of assets, including goodwill, we do notbelieve that we will be a passive foreign investment company (“PFIC”) for this year and do not expect to become
one in the future, although there can be no assurance in this regard. However, PFIC status is a factual
determination that is made annually. Accordingly, it is possible that we may become a PFIC in the current or any
future taxable year due to changes in valuation or composition of our income or assets. In addition, thisdetermination is based in part upon certain proposed U.S. Treasury regulations that are not yet in effect (the“Proposed Regulations”) and are subject to change in the future. The Proposed Regulations and otheradministrative pronouncements from the Internal Revenue Service (the “IRS”) provide special rules fordetermining the character of income and assets derived in the banking business for purposes of the PFIC rules.
Although we believe we have adopted a reasonable interpretation of the Proposed Regulations and administrative
pronouncements, there can be no assurance that the IRS will follow the same interpretation.
In general, a foreign corporation is considered a PFIC for any taxable year if either:•at least 75% of its gross income is passive income; or•at least 50% of the value of its assets is attributable to assets that produce or are held for the productionof passive income.

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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 thatyear, and the interest charge generally applicable to underpayments 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. In addition, a U.S. holder of shares in a PFIC can sometimes avoid the rules described above by electing
to treat the company as a “qualified electing fund” under Section 1295 of the Code. This option is not available to
U.S. holders of shares because we do not intend to comply with the requirements necessary to permit
U.S. holders to make this election.
If a U.S. holder holds shares or ADSs in any year in which we are classified as a PFIC, such holder would
be required to file IRS Form 8621.
U.S. holders should consult their own tax advisors concerning the determination of our PFIC status and the
U.S. federal income tax consequences of holding shares or ADSs if we are considered a PFIC in any taxable
year.
Information Reporting and Backup Withholding
In general, information reporting requirements will apply to dividends in respect of the shares or ADSs or
the proceeds from the sale, exchange or redemption of the shares or ADSs paid within the United States, and, insome cases, outside of the United States, to you, unless you are an exempt recipient. 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 makecertain certifications. The amount of any backup withholding from a payment to you will be allowed as a refundor credit against your U.S. federal income tax liability, provided you furnish the required information to the IRS.
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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 institution 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. These reports, including this annual report on Form 20-F and the exhibits thereto,and other information can be inspected without charge at the Commission’s Public Reference Room at 100 F
Street, N.E., Washington, D.C. 20549. You can also obtain copies of such materials by mail, at prescribed fees,from the Commission’s Public Reference Room or from commercial document retrieval services. You may
obtain information on the operation of the Commission’s Public Reference Room by calling the Securities andExchange Commission in the United States at 1-800-SEC-0330. You can also access to the documents filed via
the Electronic Data Gathering, Analysis, and Retrieval system on the Commission’s website(http://www.sec.gov).
10.I. Subsidiary Information
Not applicable.

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ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Progress in financial deregulation and internationalization has led to growth in the diversity and complexityof banking operations, exposing financial institutions to various risks, including credit, market operations,information technology, legal, settlement and other risks. We recognize the conducting of operations tailored to
the risks and managing such risks as a key issue relating to overall management. In order to implement ourbusiness strategy while maintaining our financial stability, we maintain comprehensive risk management andcontrol measures. We maintain basic policies for risk management established by our board of directors that are
applicable to the entire Mizuho group. These policies clearly define the kinds of risks to be managed, set forth
the organizational structure and provide for the human resources training necessary for appropriate levels of risk
management. The policies also provide for audits to measure the effectiveness and suitability of the risk
management structure. In line with these basic policies, we maintain various measures to strengthen and enhance
the sophistication of our risk management system. 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.
Approach to the BIS Regulations
The BIS Regulations, the regulations for international standards of the health of banks, have been revised inlight of developments in risk management methods in order to better reflect the actual substance of the risks. We
have been calculating capital adequacy ratios based on these regulations, known as “Basel II”, from March 31,
2007, when it was implemented in Japan. Basel II requires the observance of three main points. The first is
minimum capital requirements relating to risk which should be maintained by banks. The second includes asupervisory review process with respect to assessment of risks that cannot be fully addressed through minimum
capital requirements alone. The third is market discipline allowing for assessment by the market throughappropriate disclosure. We have been calculating our capital adequacy ratios by applying the AIRB approach forthe calculation of credit risk from March 31, 2009 and the AMA for the calculation of operational risk from
September 30, 2009. Due to the strengthening of the Basel II framework, we revised the calculation methods
with regard to our securitization products and trading activities from December 31, 2011, when suchstrengthening was implemented in Japan. In December 2010, the Basel III rules text was issued, pursuant towhich the raising of capital requirement levels and the quality of capital were required and risk coverage wasenhanced. In Japan, from March 31, 2013, the new minimum capital requirements began to be phased in, and wehave been calculating capital adequacy ratios based on the revisions to capital adequacy guidelines published by
the Financial Services Agency.
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. Mizuho Financial Group regularly receives reports and applications concerning the risk management
situation from our principal banking subsidiaries and other core group companies and gives them appropriate
instructions concerning risk management. Our principal banking subsidiaries and other core group companies
each maintains its own system for managing various types of risk, regularly receiving reports on the status of risk
at their respective subsidiaries, and gives them appropriate instructions concerning risk management.
Basic Approach
We classify our risk exposures according to the various kinds of risk, including credit risk, market risk,
liquidity risk and operational risk, and manage each type of risk according to its characteristics. In addition to
managing each type of risk individually, we have established a risk management structure to identify andevaluate overall risk and, where necessary, to devise appropriate responses to keep risk within limits that aremanagerially acceptable in both qualitative and quantitative terms. In line with the basic policies relating to164overall risk management laid down by Mizuho Financial Group, companies within the Mizuho group identify
risk broadly and take a proactive and sophisticated approach to risk management, including methodologies for
operations that involve exposures to multiple categories of risk such as settlement and trust businesses.
Risk Capital Allocation
We endeavor to obtain a clear grasp of the group’s overall risk exposure and have implemented measures tokeep such risks within the group’s financial base in accordance with the risk capital allocation framework. Morespecifically, we allocate risk capital to our principal banking subsidiaries, including their respective subsidiaries,
and other core group companies to control risk within the limits set for each company. We also control risk
within managerially acceptable limits by working to ensure that the overall risk we hold on a consolidated basis
does not exceed shareholders’ equity and other measures of financial strength. To ensure the ongoing financial
health of Mizuho Financial Group, our principal banking subsidiaries and other core group companies, weregularly monitor the manner in which risk capital is being used in order to obtain a proper grasp of the risk
profile within this framework. Reports are also submitted to the board of directors and other committees of eachcompany. Risk capital is allocated to Mizuho Bank, Mizuho Trust & Banking and Mizuho Securities by risk
category, and is further allocated within their respective business units based on established frameworks.
Credit Risk Management
We define credit risk as the Mizuho group’s exposure to the risk of losses that may be incurred due to a
decline in, or total loss of, the value of assets (including off-balance-sheet instruments), as a result of
deterioration in obligors’ financial position. We have established the methods and structures necessary forgrasping and managing credit risk, which has become increasingly complex due to financial deregulation,internationalization and the growing sophistication of transactions. Mizuho Financial Group manages credit risk
for the Mizuho group as a whole. More specifically, we have adopted two different but mutually complementary
approaches in credit risk management. The first approach is “credit management,” in which we manage theprocess for each individual transaction and individual obligor from execution until collection, based on ourassessment of the credit quality of the customer. Through this process, we curb losses in the case of a credit
event. The second is “credit portfolio management,” in which we utilize statistical methods to assess the potential
for losses related to credit risk. Through this process, we identify credit risks and respond appropriately.
Credit Risk Management Structure
Credit Risk Management of the Mizuho GroupOur board of directors determines the Mizuho group’s key matters pertaining to credit risk management. In
addition, the portfolio management committee of Mizuho Financial Group discusses and coordinates the basic
policies in connection with credit risk management and matters in connection with overall credit portfolio
management and credit risk monitoring for the Mizuho group. Under the control of the Chief Risk Officer ofMizuho Financial Group, the Risk Management Division and the Credit Risk Management Division jointly
monitor, analyze and submit suggestions concerning credit risk and formulate and execute plans in connection
with basic matters pertaining to credit risk management.
Credit Risk Management at Our Principal Banking Subsidiaries and Other Core Group Companies
Our principal banking subsidiaries and other core group companies manage their credit risk according to thescale and nature of their exposures in line with basic policies set forth by Mizuho Financial Group. The board of
directors of each company determines key matters pertaining to credit risk management. Their respective
business policy committees are responsible for discussing and coordinating overall management of theirindividual credit portfolios and transaction policies towards obligors. The Chief Risk Officer of each principal
banking subsidiary and core group company is responsible for matters relating to planning and implementing
credit risk management. The credit risk management division of each principal banking subsidiary is responsible
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for planning and administering credit risk management and conducting credit risk measuring and monitoring, andsuch division regularly presents reports regarding its risk management situation to Mizuho Financial Group. Eachcredit division determines policies and approves/disapproves individual transactions in terms of credit review,
credit management and collection from customers in accordance with the lines of authority set forth by eachprincipal banking subsidiary. In addition, from the standpoint of internal controls, each of our principal banking
subsidiaries has established internal audit divisions that are independent of the business divisions in order toensure appropriate credit risk management.
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 public and social role, our basic policy for credit business isdetermined in light of fundamental principles focusing on public welfare, safety, growth and profitability.
Internal rating system
One of the most important elements of the risk management infrastructure of our principal banking
subsidiaries is the use of an internal rating system that consists of credit ratings and pool allocations. Credit
ratings consist of obligor ratings which represent the level of credit risk of the obligor, and transaction ratings
which represent the possibility of ultimately incurring losses related to each individual claim by taking into
consideration the nature of any collateral or guarantee and the seniority of the claim. In principle, obligor ratings
apply to all obligors and are subject to regular reviews at least once a year to reflect promptly the fiscal period
end financial results of the obligors, as well as special reviews as required whenever a obligor’s credit standing
changes. This enables our principal banking subsidiaries to monitor both individual obligors and the status of theoverall portfolio in a timely fashion. Because we consider obligor ratings to be an initial phase of the selfassessment process regarding the quality of our loans and off-balance-sheet instruments, such obligor ratings areclosely linked to the obligor classifications and are an integral part of the process for determining the provision
for loan losses and charge-offs in our self-assessment of loans and off-balance-sheet instruments.
Pool allocations are applied to small claims that are less than a specified amount by pooling customers andclaims with similar risk characteristics and assessing and managing the risk for each such pool. We efficiently
manage credit risk and credit screening by dispersing a sufficient number of small claims within each pool. We
generally review the appropriateness and effectiveness of our approach to obligor ratings and pool allocations
once a year in accordance with predetermined procedures.
Self-assessment, provision for loan losses and off-balance-sheet instruments and charge-offs
We conduct self-assessment of assets to ascertain the status of assets both as an integral part of credit risk
management and in preparation for appropriate accounting treatment, including provision for loan losses andoff-balance-sheet instruments and charge-offs. During the process of self-assessment, obligors are categorized
into certain groups taking into consideration their financial condition and their ability to make payments, andcredit ratings are assigned to all obligors, in principle, to reflect the extent of their credit risks. The related assets
are then categorized into certain classes based on the risk of impairment. This process allows us to identify andcontrol the actual quality of assets and determine the appropriate accounting treatment, including provision forloan losses and off-balance-sheet instruments and charge-offs. Specifically, the credit risk management divisionof each of our principal subsidiaries is responsible for the overall control of the self-assessment of assets of therespective banking subsidiaries, cooperating with the administrative divisions specified for each type of asset,
including loan portfolios and securities, in executing and managing self-assessments.

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Credit review
Prevention of new impaired loans through routine credit management is important in maintaining the qualityof our overall loan assets. Credit review involves analysis and screening of each potential transaction within therelevant business division. In case the screening exceeds the authority of the division, the credit division at
headquarters carries out the review. The credit division has specialist departments for different industries,
business sizes and regions, carries out timely and specialized examinations based on the characteristics of thecustomer and its market, and provides appropriate advice to the business division. In addition, in the case ofobligors with low credit ratings and high downside risks, the business division and credit division jointly clarify
their credit policy and in appropriate cases assist obligors at an early stage in working towards credit soundness.
Collection and disposal of impaired loans
With respect to collection and disposal of impaired loans, our specialist unit maintains central control andpursues corporate restructuring or collection efforts, as appropriate, toward taking the impaired loans off-balance.
Specifically, we believe that supporting the restructuring efforts of corporations is an important role for financial
institutions, and we support corporations undergoing restructuring by reviewing business plans, advising on
restructuring methods and utilizing corporate restructuring schemes such as divestitures and mergers andacquisitions, taking advantage of our group-wide resources. These efforts have been steadily producing
satisfactory results. In addition, we work on final disposal of impaired loans efficiently and swiftly by conducting
bulk sales and by utilizing Mizuho Servicing Co., Ltd., our subsidiary that specializes in performing debt
collection services for our group companies.
Portfolio Management
Risk Measurement
We use statistical methods to manage the possibility of 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”).
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
We recognize two types of risk arising from allowing unexpected loss to become too large. One type is“credit concentration risk,” which stems from granting excessive credit to certain individual counterparties or
corporate groups. The other type is “chain-reaction default risk,” which arises from granting excessive credit tocertain, areas, industrial sectors and other groupings. We make appropriate management to control these risks inline with our specific guidelines for each. The individual risk management divisions of our principal banking
subsidiaries are responsible for monitoring adherence to these guidelines and reporting to their respective
business policy committees.
Market and Liquidity Risk Management
We define market risk as the risk of losses incurred by the group due to fluctuations in interest rates, stock
prices and foreign exchange rates. Our definition includes the risk of losses incurred when it becomes impossible
to execute transactions in the market because of market confusion or losses arising from transactions at pricesthat are significantly less favorable than usual. We define liquidity risk as the risk of losses arising from funding167

difficulties due to a deterioration in our financial position that makes it difficult for us to raise necessary funds orthat forces us to raise funds at significantly higher interest rates than usual. Mizuho Financial Group manages
market and liquidity risk for the Mizuho group as a whole.
The following diagram shows our risk management structure:

Market Risk Management StructureMarket Risk Management of the Mizuho GroupOur board of directors determines key matters pertaining to market risk management policies. The ALM &market risk management committee of Mizuho Financial Group broadly discusses and coordinates mattersrelating to basic asset and liability management policies, risk planning and market risk management and proposes
responses to emergencies such as sudden market changes. The Chief Risk Officer of Mizuho Financial Group is
responsible for matters relating to market risk management planning and operations.
The Risk Management Division of Mizuho Financial Group is responsible for monitoring market risk,
reports and analyses, proposals, setting limits and guidelines, and formulating and implementing plans relating tomarket risk management. The Risk Management Division assesses and manages the overall market risk of the168

Mizuho group. It also receives reports from our principal banking subsidiaries and other core group companies
on their market risk management that enable it to obtain a solid grasp of the risk situation, submitting reports tothe chief executive officer on a daily basis and to our board of directors and the executive management
committee of Mizuho Financial Group on a regular basis.
To manage market risk, we set limits that correspond to risk capital allocations according to the risk profilesof our principal banking subsidiaries and other core group companies and thereby prevent market risk fromexceeding our ability to withstand losses based on our financial strength represented by capital, etc. The amountof risk capital allocated to market risk corresponds to VaR and additional costs that may arise in order to close
relevant positions. For trading and banking activities, we set limits for VaR and for losses. For banking activities,
we set position limits based on interest rate sensitivity as needed.
These limits are discussed and coordinated by the ALM & market risk management committee, discussed
further by the executive management committee, then determined by the chief executive officer. Various factors
are taken into account including business strategies, historical limit usage ratios, risk-bearing capacity (profits,
total capital and risk management systems), profit targets and the market liquidity of the products involved.
Market Risk Management at Our Principal Banking Subsidiaries and Other Core Group Companies
Our principal banking subsidiaries, which account for most of the Mizuho group’s exposure to market risk,
have formulated their basic policies in line with the basic policies determined by Mizuho Financial Group. Theirboards of directors determine important matters relating to market risk management while their chief executive
officers are responsible for controlling market risk. Their respective business policy committees, including their
ALM & market risk management committees, are responsible for overall discussion and coordination of market
risk management. Specifically, these committees discuss and coordinate matters relating to basic asset andliability management policies, risk planning and market risk management and propose responses to emergencies
such as sudden market changes. The Chief Risk Officer of each subsidiary is responsible for matters pertaining toplanning and implementing market risk management. Based on a common Mizuho group risk capital allocation
framework, the above-mentioned companies manage market risk by setting limits according to the risk capital
allocated to market risk by Mizuho Financial Group.
These companies have established specialized company-wide market risk management divisions to provide
integrated monitoring of market risk, submit reports, analyses and proposals, set limits and formulate andimplement plans relating to market risk management. The risk management divisions of each company submit
reports on the status of market risk management to their respective chief executive officers and top management
on a daily basis, and to their board of directors and executive management committee on a regular basis. They
also provide regular reports to Mizuho Financial Group. To provide a system of mutual checks and balances inmarket operations, they have established middle offices specializing in risk management that are independent of
their front offices, which engage in market transactions, and their back offices, which are responsible for bookentries and settlements. When VaR is not adequate to control risk, the middle offices manage risk using
additional risk indices, carry out stress tests and set stop loss limits as needed. They monitor their market
liquidity risk for individual financial products in the market while taking turnover and other factors into
consideration.
Liquidity Risk Management Structure
Liquidity Risk Management of the Mizuho Group
Our liquidity risk management structure is generally the same as the market risk management structure
described above. However, the head of the Financial Control & Accounting Group of Mizuho Financial Group isadditionally responsible for matters relating to planning and running cash flow management operations, while the
Financial Planning Division is responsible for monitoring and adjusting the cash flow management situation and forplanning and implementing cash flow management. Reports on the cash flow situation are submitted to the ALM &market risk management committee, the executive management committee and the chief executive officer.
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We measure liquidity risk using indices pertaining to cash flow, such as limits on funds raised in the market.
Limits on liquidity risk are discussed and coordinated by the ALM & market risk management committee,
discussed further by the executive management committee and determined by the chief executive officer. We
have established classifications for the cash flow conditions affecting the group, ranging from “normal” to “cause
for concern” and “critical,” and have established procedures for dealing with cases which are deemed to fall into
the “cause for concern” or “critical” categories. In addition, we have established a plan of operations so that wemay respond swiftly in emergency situations that affect our cash flow under which we will consider measures
such as a reduction in the amount of investments made, an expansion of funding from financial markets anddeposits, the sale of investment securities and borrowings from the central bank.
Liquidity Risk Management at Our Principal Banking Subsidiaries and Other Core Group Companies
The liquidity risk management structures of Mizuho Bank, Mizuho Trust & Banking and Mizuho Securities
are generally the same as the aforementioned market risk management structures, but the senior executives
responsible for risk management are responsible for matters pertaining to planning and conducting liquidity risk
management, while the senior executives of the asset and liability management and trading units are responsible
for matters pertaining to planning and conducting cash flow management.
The methodologies used for ensuring precise control of liquidity risk include the formulation ofmanagement indices pertaining to cash flow, such as limits on funds raised in the market. As with Mizuho
Financial Group, the above-mentioned companies have established classifications for the cash flow affecting
them, ranging from “normal” to “cause for concern” and “critical,” and have established procedures for cases
which are deemed to fall into the “cause for concern” or “critical” categories.
Each subsidiary has adopted stringent controls that call for the submission of reports on liquidity risk
management and cash flow management to the ALM & market risk management committee and other business
policy committees, the executive management committee and the chief executive officer of each subsidiary.
Value-at-Risk
We use the value-at-risk (the “VaR”) method, supplemented with stress testing, as our principal tool tomeasure market risk. The VaR method measures the maximum possible loss that could be incurred due to market
movements within a certain time period (or holding period) and degree of probability (or confidence interval).
Trading Activities
VaR related to our trading activities is based on the following:•

variance co-variance model for linear risk and Monte-Carlo simulation for non-linear risk, which aresimply aggregated to determine total risk;•

confidence interval: one-tailed 99.0%;•

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

170

The following tables show the VaR related to our trading activities by risk category for the fiscal years
ended March 31, 2011, 2012 and 2013 and as of March 31, 2011, 2012 and 2013:
Fiscal year ended March 31, 2011
Daily average Maximum Minimum(in billions of yen)

Risk category

As ofMarch 31, 2011

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

¥1.5
1.4
1.1
0.0

¥2.1
2.4
1.8
0.3

¥1.1
0.6
0.4
0.0

¥1.4
1.9
1.1
0.1

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

¥2.9

¥3.8

¥2.2

¥3.6

Fiscal year ended March 31, 2012
Daily average Maximum Minimum(in billions of yen)

Risk category

As ofMarch 31, 2012

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

¥1.9
1.9
1.1
0.0

¥2.4
2.8
1.7
0.1

¥1.4
0.7
0.5
0.0

¥1.8
1.8
0.5
0.0

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

¥3.8

¥4.8

¥2.8

¥3.0

Fiscal year ended March 31, 2013
Daily average Maximum Minimum(in billions of yen)

Risk category

As ofMarch 31, 2013

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

¥1.6
2.3
0.5
0.0

¥2.2
3.4
0.9
0.0

¥1.1
1.1
0.1
0.0

¥1.2
2.7
0.4
0.0

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

¥3.4

¥4.6

¥2.6

¥3.5

171

The following graph shows VaR figures of our trading activities for the fiscal year ended March 31, 2013:

The following table shows VaR figures of our trading activities for the fiscal years indicated:
Fiscal years ended March 31,
2011
2012
2013
Change(in billions of yen, except number of cases)

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

¥3.6
3.8
2.2
2.9
1

¥3.0
4.8
2.8
3.8
2

¥3.5
4.6
2.6
3.4
4

¥ 0.5
(0.2)
(0.1)
(0.4)
2

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.

172

The graph below shows the VaR related to our banking activities excluding our strategically-held equity
portfolio for the year ended March 31, 2013:

The following table shows the VaR figures relating to our banking activities for the fiscal years indicated:
Fiscal years ended March 31,
2011
2012
2013
Change(in billions of yen)

As of fiscal year end . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥211.3
Maximum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 227.6
Minimum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
137.8
Average . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
188.6¥263.7
282.5
210.3
249.4

¥215.9
297.9
213.3
246.3

¥(47.7)
15.3
3.0
(3.0)

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.

173

We also conduct interest sensitivity analyses of interest risk, our main source of market risk. The following
table shows sensitivity to yen interest risk in our banking activities as of the dates indicated. Interest ratesensitivity (10 BPV) shows how much net present value varies when interest rates rise by 10 basis points (0.1%),
and it explains the impact of interest rate movements on net present value when short- and long-term interest
rates behave differently.
2011

As of March 31,
2012(in billions of yen)

2013

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

¥(10)
(36)
(19)

¥(10)
(54)
(24)

¥ (7)
(56)
(35)

¥ 3
(2)
(10)

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

¥(65)

¥(89)

¥(99)

¥ (9)

Stressed Value-at-Risk
The stressed value-at-risk (“stressed VaR”) measurement is based on a continuous 12-month period ofsignificant financial stress.
Stressed VaR related to our trading activities is based on the following:•

variance co-variance model for linear risk and Monte-Carlo simulation for non-linear risk, which aresimply aggregated to determine total risk;•

confidence interval: one-tailed 99.0%;•

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

The following table shows stressed VaR figures of our trading activities for the fiscal years indicated:
Fiscal years ended March 31,
2012
2013
Change(in billions of yen)

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

¥ 6.8
10.5
5.0
7.4

¥ 9.2
12.0
5.0
8.0

¥2.3
1.4
0.0
0.5

Note: Maximum, minimum and average figures of 2012 in the above table have been calculated for the period
from October 1, 2011 to March 31, 2012.
Strategically-held Equity Portfolio Management Activities
We take the market risk management approach with use of VaR and risk indices for strategically-held equity
portfolio management activities as well as for trading activities and non-trading activities. The risk index forstrategically-held equity portfolio management for the fiscal year ended March 31, 2013, consisting of thesensitivity of the strategically-held equity portfolio to a 1% change in the equity index of TOPIX, was¥28.0 billion.
Back Testing and Stress Testing
In order to evaluate the effectiveness of market risk measurements calculated using the value-at-risk
method, we carry out regular back tests to compare value-at-risk with assumptive profits and losses. Assumptive
174

profits and losses accounts for general market risk. The graph below shows daily value-at-risk of trading
activities for the fiscal year ended March 31, 2013 and the corresponding paired distribution of profits and losses.
We had four cases where profits or losses exceeded value-at-risk during the period. In addition, we conduct
evaluations of the assumptions related to the value-at-risk models. Based on the number of times profits or losses
exceeded VaR through back testing and the results of the evaluation of the model assumptions, we will makeadjustments to the models as appropriate. Changes to fundamental portions of the VaR models are subject to theapproval of our Chief Risk Officer.

Note: We conduct our back testing and assess the number of cases where profits/losses exceed VaR based on a
250 business day year. The expected average number of instances where one-day trading profits andlosses exceeded VaR at the 99% confidence level is five.
Because the value-at-risk method is based on statistical assumptions, we conduct stress testing to simulate
the levels of losses that could be incurred in cases where the market moves suddenly to levels that exceed theseassumptions. The stress testing methods we use include the calculation of losses on the basis of the largest
fluctuations occurring over a period of more than five years and the calculation of losses based on market
fluctuations occurring during historical market events. In addition, we conduct stress testing based on a sharp
drop in the price of securitization and other products due to diminished market liquidity. The table below shows
the assumed maximum loss results of stress testing in trading activities using the methods described above:
Assumed maximum loss results

As of March 31, 2013
(in billions of yen)

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

175

¥68.8

¥11.0

Outlier Criteria
As part of the capital adequacy requirements under BIS Regulations, the losses arising from a banking bookin hypothetical interest rate shock scenarios under certain stress conditions are calculated and compared with thesum of Tier 1 and Tier 2 capital. If the interest rate risk of the banking book leads to an economic value declineof more than 20% of the sum of Tier 1 and Tier 2 capital, we will be deemed an “outlier” and may be required toreduce the banking book risk or adopt other responses. We measure losses arising from our banking book eachmonth as a part of our stress tests.
The table below shows the results of calculations of losses in the banking book in cases where interest rate
fluctuations occur under stress conditions. The results of calculations of losses in the banking book show thatthey are 5.9% of broadly-defined capital. Because the amount of risk on the banking book is therefore well underthe 20% threshold and within controllable limits, we do not fall under the “outlier” category. The loss ratio tocapital decreased from the previous fiscal year due mainly to the increase in broadly-defined capital.
Results of calculations under the outlier framework

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

As of March 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
As of March 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
As of March 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of yen interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of dollar interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of euro interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥784.9
483.2
499.1
126.3
299.4
54.1

¥7,910.9
7,775.0
8,344.5

9.9%
6.2
5.9

Notes:(1) In the above results of calculations of losses, a part of demand deposits without fixed intervals for amending
applicable interest rates is deemed core deposits and is treated accordingly in the calculation.
(2) For the interest rate shock scenario used in connection with the above figures, we generate annual rate
fluctuation data for five years derived from daily raw historical interest rate data of the past six years andthen apply the actual fluctuation data, which show a rise in interest rates, at a 99.0% confidence level to theshock scenario.
Market Risk Equivalent
In order to calculate the amount of capital necessary to meet the capital requirements relating to market risk(the “market risk equivalent”), we apply internal models to calculate general market risk (risks related to factorsthat apply generally to the market, e.g., interest rates, foreign exchange rates) and the standardized measurement
method to calculate specific risks (risks other than general market risk, e.g., credit quality and market liquidity of
an individual security or instrument). In addition, our internal models are applied to trading transactions withmarket liquidity based on the relevant holding period.
Under the internal models, the market risk equivalent is expressed as the sum of;•

The higher of (i) VaR on the calculation date and (ii) the average of VaR for the preceding 60 businessdays (including the calculation date) multiplied by a multiplication factor ranging from 3.00 to 4.00 thatis determined based on the number of times VaR is exceeded upon back testing; and•The higher of (i) stressed VaR on the calculation date and (ii) the average of stressed VaR for thepreceding 60 business days (including the calculation date) multiplied by the same multiplication factor
as used in the bullet point above.

176

The following table shows total market risk equivalent as of the dates indicated calculated using thestandardized measurement method and internal models:
As of March 31,
2012
2013
(in billions of yen)

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

¥ 68.498.2¥ 74.0
116.3

¥ 5.5
18.1

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

¥166.6¥190.3

¥23.7

Note:
VaR and stressed VaR used to calculate market risk equivalent is based on the following:•

variance co-variance model for linear risk and Monte-Carlo simulation for non-linear risk, which aresimply aggregated to determine total risk;•

confidence interval: one-tailed 99.0%;•

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

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

177Definition of Risks and Risk Management Methods
As shown in the table below, we have defined each component of operational risk and we apply appropriate
risk management methods in accordance with the scale and nature of each risk.
Definition

Information
Technology Risk

Principal Risk Management Methods

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

•

•

•
•

Operations Risk

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

•
•
•
•

•
Legal Risk

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

•

•
•
Human
Resources Risk

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

178

•
•
•

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

Definition

Tangible Asset
Risk

Regulatory
Change Risk

Principal Risk Management Methods

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

•

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

•

•

•

•

Reputational
Risk

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

••

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

We also recognize and manage “Information Security Risk” and “Compliance Risk,” which constitute a
combination of more than one of the above components of operational risk, as operational risk.
Measurement of operational risk equivalent
Implementation of the AMA
We have adopted the AMA from September 30, 2009, for the calculation of operational risk equivalent inassociation with capital adequacy ratios based on Basel II. However, we use the Basic Indicator Approach (BIA)
for entities that are deemed to be less important in the measurement of operational risk equivalent and for entities
that are preparing to implement the AMA. The measurement results under the AMA are used not only as theoperational risk equivalent in the calculation of capital adequacy ratios but also as Operational VAR for internalrisk 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 and business environment; and internal control factors (BEICFs). A statistical
approach (one year holding period / one-tailed 99.9 percentile confidence interval) is taken for the179calculation of operational risk equivalent, employing both internal loss data (i.e., actually experienced
operational loss events) and scenario data to reflect unexperienced potential future loss events in themeasurement.
In the measurement of operational risk equivalent as of March 31, 2013, 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 related to the seven loss event types
defined by Basel II, large-scale natural disasters and litigation. In the measurement of operational risk
equivalent as of March 31, 2013, we did not reflect the correlation effects among operational risk related
to each of the seven loss event types.

•

Operational risk by the 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 (Lognormal Distribution or Generalized Pareto Distribution) for the high severity distribution portion createdby 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.” In the measurement process, we assume that final decisions will be made on all
litigation within one year.

•

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

180

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.
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 groupwide 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.
181

Compliance
As the 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 definecompliance as “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 sound business management. Each of our group companies maintains its own compliance structure
in line with the basic policies established by Mizuho Financial Group.
Compliance Structure
The chief executive officer of Mizuho Financial Group, Mizuho Bank, Mizuho Trust & Banking and
Mizuho Securities each generally oversees compliance matters of the respective company, and the chief
executive officer, etc. also head their respective compliance committees at which important matters concerningcompliance are discussed. The four companies also have individual compliance divisions under a chiefcompliance officer. These divisions are responsible for compliance planning and implementation and control
overall compliance management at the respective companies. At the level of each organizational unit (such as
branches and divisions) at the four companies, the head of the unit is responsible for guidance andimplementation related to compliance matters within such unit, and the compliance officer or the complianceadministrator at each unit reviews the status of compliance.
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 parent.
Compliance Activities
We have established the “Mizuho Code of Conduct,” which sets forth clear and concrete standards of ethicalbehavior, and distributed it to all directors, senior management and employees of the Mizuho group so that they
are well aware of its content and act accordingly.
Each of our group companies has also prepared a compliance manual, which serves as a practical guidebook
for rigorous compliance enforcement and clarifies the laws and regulations that the group companies mustobserve in pursuing their business activities and the compliance activities they are required to follow.
We conduct compliance training for directors, senior management and employees so that they are fullyacquainted with the contents of the manual.
We monitor the status of compliance levels through self assessments conducted by individual organizational
units and monitoring conducted by the compliance division of each 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.

182

Internal Audit
Internal audits are designed as an integrated process, independent from other business operations, forevaluating the extent to which internal control achieves its objectives in key areas, including appropriate risk
management, efficient and effective business operations, reliable financial reporting and compliance with laws,
regulations and internal rules. We conduct internal audits from an objective and comprehensive standpoint,
independent of operational reporting lines, and offer advice and remedial recommendations in connection withany problems that may be identified. Through this process, internal audits assist the boards of directors of each of
our group companies to fulfill their managerial duties efficiently and effectively.
In line with the Basic Policy for Internal Audit established by Mizuho Financial Group, our principal
banking subsidiaries and other core group companies conduct internal audits, which include the auditing of theirrespective subsidiaries. In addition, with respect to the management of risks applicable across the Mizuho group,
we coordinate internal audits throughout the group to assess the risk management status of the group as a whole.
Internal Audit Management Structure
Mizuho Financial Group
Our internal audit committee determines all important matters concerning internal audits. The committee ischaired by our president and chief executive officer and is independent of our other business operations.
Our internal audit committee monitors and manages internal audits at our principal banking subsidiaries andother core group companies through internal audit reports submitted by such subsidiaries. Our internal audit
committee discusses and makes decisions regarding internal audits at our principal banking subsidiaries and othercore group companies and submits the results, together with the results of their examination of the internal audit
reports, to our board of directors.
Mizuho Bank and Mizuho Trust & Banking
Mizuho Bank and Mizuho Trust & Banking have also established internal audit committees that are
independent of their other business operations.
Both banks have established internal audit divisions and credit review divisions (Credit Assessment andAuditing Office at Mizuho Trust & Banking) to conduct internal audits at their respective domestic and overseas
business offices, head office divisions and group companies. Specifically, the internal audit divisions assess thesuitability and effectiveness of business activities associated with compliance and risk management. The credit
review divisions (Credit Assessment and Auditing Office at Mizuho Trust & Banking) audit credit ratings andthe status of credit management in addition to auditing the self-assessment of assets to verify the accuracy andsuitability of matters deemed necessary to assure the soundness of assets.
Other Core Group Companies
Other core group companies have also established effective and efficient internal audit structures adapted tothe characteristics of their respective businesses.

183

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
12.A. Debt Securities
Not applicable.
12.B. Warrants and Rights
Not applicable.
12.C. Other Securities
Not applicable.
12.D. American Depositary Shares
The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing sharesor surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The table below setsout such fees payable to the depositary:
Persons depositing or withdrawing shares must pay:For:

$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)– Execution and delivery of ADRs and the surrenderof ADRs$.02 (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

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 continue 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, and the terms and conditions of the annual reimbursement are subject to bereviewed by us and BNYM on an annual basis. In the fiscal year ended March 31, 2013, the depositary
reimbursed us $75,000 as portion of our investor relations expenses and legal fees.

184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, 2013. 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, 2013 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 ourreceipts and expenditures are being made only in accordance with authorizations of management anddirectors; and(iii)

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with thepolicies or procedures may deteriorate.
Our management evaluated the effectiveness of our internal control over financial reporting as of March 31,
2013 based on the criteria established in “Internal Control—Integrated Framework” issued by the Committee ofSponsoring Organizations of the Treadway Commission (COSO). Based on the evaluation, management has
concluded that we maintained effective internal control over financial reporting as of March 31, 2013.
185

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, 2013, which appears on page F-3.
Attestation Report of the Registered Public Accounting Firm
See the attestation report of our independent registered public accounting firm, Ernst & Young ShinNihon
LLC, which appears on page F-3.
Changes in Internal Control over Financial Reporting
During the period covered by this annual report, there were no changes in our internal control over financial
reporting that have materially affected, or are reasonably likely to materially affect, our internal control overfinancial reporting.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERTOur board of corporate auditors has determined that Mr. Masahiro Seki, a corporate auditor of ours, is an“audit committee financial expert” as defined in Item 16A of Form 20-F and is “independent” as defined in thelisting standards of the NYSE. Mr. Seki has spent most of his career auditing Japanese companies that prepare
their financial statements based on accounting standards generally accepted in the United States as well as
multinational companies that operate in Japan and is a Japan-qualified certified public accountant.
ITEM 16B. CODE OF ETHICS
Mizuho Financial Group has adopted a code of ethics, which is applicable to all directors and executive
officers, as well as all managers and other employees of the Company who engage in financial reporting,accounting or disclosure. The code of ethics is included in this annual report as Exhibit 11.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Fees for Services provided by Ernst & Young ShinNihon LLC
The aggregate fees billed by Ernst & Young ShinNihon LLC, our independent registered public accounting
firm, and its affiliates, for the fiscal years ended March 31, 2012 and 2013 are presented in the following table:
Fiscal year ended March 31,
2012
2013
(in millions of yen)

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

¥4,315503
63
16¥4,117463
50
1Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥4,897¥4,631

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

General pre-approval is required for services
which are expected to be performed during agiven fiscal year. Our board of corporate
auditors reviews the fees for each service andthe maximum amount of aggregate fees that
may be incurred and authorizes pre-approval at
the beginning of each fiscal year.

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

For those services which have not been
approved pursuant to the general pre-approval
procedure, specific pre-approval by our
corporate auditors is required prior to eachengagement. With respect to such services, twofull-time corporate auditors must provide preapproval and report such pre-approval at themonthly meeting of the board of corporate
auditors.

Beginning April 1, 2013, to enhance the clarity of the procedure, we revised our general pre-approval
policies and procedures so that, in addition to a specific maximum fee amount for new services, the maximum
amount of increase/decrease from previous fee amounts for the same type of services as those performed in thepast are authorized at the beginning of each fiscal year.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Mizuho Financial Group does not have an audit committee. We are relying on the general exemption
contained in Rule 10A-3(c)(3) under the Exchange Act, which provides an exemption from the NYSE’s listing
standards relating to audit committees for foreign companies that have a board of corporate auditors that meet therequirements set forth in Rule 10A-3(c)(3). Our reliance on Rule 10A-3(c)(3) does not, in our opinion, materiallyadversely affect the ability of our board of corporate auditors to act independently and to satisfy the otherrequirements of Rule 10A-3.

187

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, 2013:
Maximum
number of sharesthat may yet bepurchased under
the plansor programs

Total number ofshares purchased

Average pricepaid per share

Total number ofshares purchased
as part of publicly
announced plansor programs

April 1 to April 30, 2012 . . . . . . . . . . . . . . . .
May 1 to May 31, 2012 . . . . . . . . . . . . . . . . .
June 1 to June 30, 2012 . . . . . . . . . . . . . . . . .
July 1 to July 31, 2012 . . . . . . . . . . . . . . . . . .
August 1 to August 31, 2012 . . . . . . . . . . . . .
September 1 to September 30, 2012 . . . . . . . .
October 1 to October 31, 2012 . . . . . . . . . . . .
November 1 to November 30, 2012 . . . . . . . .
December 1 to December 31, 2012 . . . . . . . .
January 1 to January 31, 2013 . . . . . . . . . . . .
February 1 to February 28, 2013 . . . . . . . . . .
March 1 to March 31, 2013 . . . . . . . . . . . . . .

1,924
1,552
1,615
5,241
3,590
2,189
2,384
2,827
4,765
6,771
5,927
4,509

¥128
120
121
129
130
130
126
125
137
163
198
208

—
—
—
—
—
—
—
—
—
—
—
—

—
—
—
—
—
—
—
—
—
—
—
—

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

43,294

¥152

—

—

Note:
(1) A total of 43,294 shares were purchased other than through a publicly announced plan or program during
the fiscal year ended March 31, 2013, due to our purchase of shares constituting less than one (1) unit fromregistered holders of shares constituting less than one (1) unit at the current market price of those shares.
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
None.
ITEM 16G. CORPORATE GOVERNANCE
Our corporate governance practices are governed by applicable Japanese law, specifically the Company
Law and Financial Instruments and Exchange Law of Japan, and our Articles of Incorporation. Also, because ourshares are registered with the U.S. Securities and Exchange Commission and are listed on the New York Stock
Exchange (“NYSE”), we are subject to corporate governance requirements applicable to NYSE-listed foreign
private issuers. NYSE-listed companies that are foreign private issuers meeting certain criteria are permitted tofollow home country practices in lieu of certain provision of Section 303A, and we are relying on this exemption.
A NYSE-listed foreign private issuer is required to provide to its US investors, a brief, general summary of
the significant differences of corporate governance practices that differ from U.S. companies under NYSE listing
standards. The following is a summary of the significant ways in which our corporate governance practices differ
from NYSE standards followed by U.S. companies:•

A NYSE-listed U.S. company is required to have a majority of directors, and an audit committee
composed entirely of directors, that meet the independence requirements under Section 303A of the
NYSE’s Listed Company Manual. Under the Japanese Company Law, we are required to have a
corporate governance system based on either (i) a board of corporate auditors or (ii) committees. We
adopt a corporate governance system based on a board of corporate auditors. The basic function of theboard of corporate auditors is similar to that of independent directors, including those who are members
188

of the audit committee, of a NYSE-listed U.S. company, i.e., to monitor the performance of the directors
and review and express opinions on the method of auditing by the independent public accounting firmand on such accounting firm’s audit reports for the protection of the company’s shareholders. Under theCompany Law, we are required to have at least half of our corporate auditors be outside corporate
auditors who meet the independence requirements under the Company Law. Currently, three of our fivecorporate auditors are outside corporate auditors who meet such independence requirements. In
addition, none of the corporate auditors may at the same time be directors, managers or employees of
the company or any subsidiaries, or accounting participants or executive officers of such subsidiaries.
While the Company Law does not require corporate auditors to have expertise in accounting or otherspecial knowledge and experience, one of our corporate auditors is a certified public accountant.
We rely on an exemption from the audit committee requirements imposed by Rule 10A-3 of the
U.S. Securities Exchange Act of 1934, as amended, which is available to foreign private issuers with aboard of auditors (or similar body) meeting specified criteria. With respect to our board of corporate
auditors, the criteria that we meet include the following:•

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

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

Under the Company Law, companies that adopt a corporate governance system based on a board ofcorporate auditors, such as us, are not required to maintain directors that are outside directors who meetthe independence requirements under the Company Law. However, three of our twelve directors areoutside directors who meet such requirements.
•

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

•

A NYSE-listed U.S. company must hold regularly scheduled executive sessions where participants arelimited to non-management directors. Under the Company Law, Japanese corporations are not obliged
to hold executive sessions where participants are limited to non-management directors.

•

The Company Law of Japan requires that the aggregate amount of remuneration to be paid to all directors andthe aggregate amount of remuneration to be paid to all corporate auditors to be determined by a resolution ofa general meeting of shareholders, unless their remuneration is provided for in the articles of incorporation.
Such remuneration includes bonuses, retirement allowances and incentive stock options. Based on the above
resolution, the distribution of remuneration among directors is broadly delegated to our board of directors,
which takes into consideration of the advisory opinion by the compensation committee, and the distributionof remuneration among corporate auditors is determined by consultation among our corporate auditors.

•

A NYSE-listed U.S. company must adopt a code of business conduct and ethics and must post the codeon its website. While we are not required to adopt such code under Japanese law or the rules of stock
exchanges in Japan on which we are listed, we maintain the “Mizuho Code of Conduct” as our standard
for corporate conduct to be observed by our directors, officers and employees.
189

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 page F-1of this annual report.
ITEM 19. EXHIBITS
Exhibit
NumberDescription of Exhibits

1.1

Articles of Incorporation of Mizuho Financial Group, Inc., dated June 27, 2013 (English
Translation)

1.2

Bylaws Regarding the Board of Directors of Mizuho Financial Group, Inc., effective from January
8, 2003 and as amended on June 8, 2003, June 27, 2006 and April 1, 2013 (English Translation)

1.3

Regulations of Board of Corporate Auditors of Mizuho Financial Group, Inc., effective fromJanuary 9, 2003 and as amended on September 25, 2006 and July 1, 2013 (English Translation)

1.4

Share Handling Regulations of Mizuho Financial Group, Inc., dated January 4, 2013 (English
Translation)

2.1

Form of American Depositary Receipt*

2.2

Form of Deposit Agreement among the registrant, The Bank of New York Mellon (formerly The
Bank of New York) as Depositary and all owners and holders from time to time of American
Depositary Receipts issued thereunder**8

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

11

Code of Ethics of Mizuho Financial Group, Inc.***12.1

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

12.2

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

13.1

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

101.INSXBRL Instance Document

101.SCHXBRL Taxonomy Extension Schema

101.CALXBRL Taxonomy Extension Calculation Linkbase

101.DEFXBRL Taxonomy Extension Definition Linkbase

101.LABXBRL Taxonomy Extension Label Linkbase

101.PREXBRL Taxonomy Extension Presentation Linkbase

*
**
***

Incorporated by reference to our annual report on Form 20-F (No. 001-33098) filed on August 19, 2009.
Incorporated by reference to our registration statement on Form 20-F (No. 001-33098) filed on
October 19, 2006.
Incorporated by reference to our annual report on Form 20-F (No. 001-33098) filed on August 10, 2007.
190

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

A-1

I. Distribution of assets, liabilities and 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, 2011, 2012 and 2013. 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.
2011
2012
2013
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 . . . . . . . . . . . . . . . . . . . . .

371
1,643

1
8

0.27%
0.46%

1,822
3,509

2
17

0.13%
0.46%

3,096
3,600

3
15

0.10%
0.42%

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

2,014

9

0.43%

5,331

19

0.35%

6,696

18

0.27%

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

6,264
8,772

10
44

0.16%
0.50%

6,122
9,082

11
35

0.17%
0.39%

6,676
10,226

11
51

0.17%
0.50%

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

15,03654

0.36%

15,20446

0.30%

16,90262

0.37%

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

8,981
7,848

33
170

0.37%
2.17%

8,884
8,855

25
168

0.28%
1.91%

9,019
11,352

15
154

0.17%
1.36%

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

16,829203

1.21%

17,739193

1.09%

20,371169

0.83%

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

36,967
1,663

214
34

0.58%
2.04%

39,529
1,639

206
36

0.52%
2.18%

38,974
2,045

191
34

0.49%
1.73%

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

38,630248

0.64%

41,168242

0.59%

41,019225

0.55%

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

54,287
9,297

759
187

1.40%
2.01%

53,77011,334

707
230

1.31%
2.03%

53,222
14,289

674
275

1.27%
1.92%

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

1.49%

65,104937

1.44%

67,511949

1.40%

63,584946

Total interest-earning assets:
Domestic . . . . . . . . . . . . . . . . . . . 106,870
Foreign . . . . . . . . . . . . . . . . . . . . . 29,223

1,017
443

0.95% 110,127
1.51% 34,419

951
486

0.86% 110,987
1.41% 41,512

894
529

0.81%
1.28%

Total . . . . . . . . . . . . . . . . . . . . . . . 136,093

1,460

1.07% 144,546

1,437

0.99% 152,499

1,423

0.93%

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

2,133
21,940(1,029)Total noninterest-earning
assets . . . . . . . . . . . . . . . . . . . .

23,044

20,154

20,560Total average assets . . . . . . . . . . . . . . . . . 159,137

164,700

173,059

1,877
19,123(846)

2,158
19,109(707)

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 24.0%, 25.7% and 29.1%,
respectively, for the fiscal years ended March 31, 2011, 2012 and 2013.
Averagebalance

2011
Interest
expense2012
Average Average Interest Average Averageratebalance expense
ratebalance(in billions of yen, except percentages)

2013Interest
expenseAveragerate

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

68,060
8,048

86
48

0.13%
0.60%

68,474
9,878

64
67

0.09%
0.68%

70,281
11,700

57
67

0.08%
0.58%

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

76,108134

0.18%

78,352131

0.17%

81,981124

0.15%

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

1,150

7

0.57%

86

—

0.45%

—

—

—

22,27012,312

37
49

0.17%
0.40%

25,591
13,248

43
34

0.17%
0.25%

26,54016,653

42
49

0.16%
0.29%

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

34,58286

0.25%

38,83977

0.20%

43,19391

0.21%

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

4,183
900

14
17

0.34%
1.91%

3,833
892

14
14

0.38%
1.58%

2,986
965

13
11

0.44%
1.09%

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

5,083

31

0.62%

4,725

28

0.60%

3,951

24

0.60%

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

8,129
482

186
5

2.29%
0.95%

8,172
650

175
5

2.13%
0.84%

8,184
733

171
2

2.09%
0.40%

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

8,611

191

2.22%

8,822

180

2.04%

8,917

173

1.95%

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

103,792
21,742

330
119

0.32%
0.55%

106,156
24,668

296
120

0.28%
0.49%

107,991
30,051

283
129

0.26%
0.43%

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

125,534

449

0.36%

130,824

416

0.32%

138,042

412

0.30%

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

30,045

1,011

0.63%

29,47730,267

Equity . . . . . . . . . . . . . . . . . . . . . . . . . .

3,558

4,399

4,750

Total average liabilities and equity . . . .

159,137

164,700

173,059

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

1,011

0.71%

0.74%

1,021

0.67%

0.71%

0.66%

Notes:(1) Short-term borrowings consist of Due to trust accounts, Call money and funds purchased, Payables under repurchase agreements andsecurities lending transactions, Commercial paper, and Other short-term borrowings.
(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 20.1%, 21.5% and 24.3%,
respectively, for the fiscal years ended March 31, 2011, 2012 and 2013.

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, 2012
compared to the fiscal year ended March 31, 2011 and the fiscal year ended March 31, 2013 compared to thefiscal year ended March 31, 2012. 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, 2012
Fiscal year ended March 31, 2013
versusversusfiscal year ended March 31, 2011
fiscal year ended March 31, 2012
Increase (decrease)
Increase (decrease)
due to changes indue to changes in
Net
Net
VolumeYieldchangeVolumeYieldchange(in billions of yen)Interest and dividend income:Interest-bearing deposits in other banks:
Domestic . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . .

2
8

(1)
1

1
9

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

10

—

—
1

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

1

—
(2)

1
(2)

10

1

(2)

(1)

1
(10)

1
(9)

1
5

(1)
11

—
16

1

(9)

(8)

6

10

16

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

—
19

(8)
(21)

(8)
(2)

—
34

(10)
(48)

(10)
(14)

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

19

(29)

(10)

34

(58)

(24)

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

13
—

(21)
2

(8)
2

(3)
7

(12)
(9)

(15)
(2)

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

13

(19)

(6)

4

(21)

(17)

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

(7)
41

(45)
2

(52)
43

(7)
57

(26)
(12)

(33)
45

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

34

(43)

(9)

50

(38)

12

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

8
69

(74)
(26)

(66)
43

(8)
103

(49)
(60)

(57)
43

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

77

(100)

(23)

95

(109)

(14)

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

A-4—

Fiscal year ended March 31, 2012
Fiscal year ended March 31, 2013
versusversusfiscal year ended March 31, 2011
fiscal year ended March 31, 2012
Increase (decrease)
Increase (decrease)
due to changes indue to changes in
Net
Net
VolumeRatechangeVolumeRatechange(in billions of yen)Interest expense:
Deposits:
Domestic . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . .

—
13

(22)
6

(22)
19

1
10

(8)
(10)

(7)
—

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

13

(16)

(3)

11

(18)

(7)

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

(5)

(2)

(7)

—

—

—

6
2

—
(17)

6
(15)

2
9

(3)
6

(1)
15

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

8

(17)

(9)

11

3

14

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

(1)
—

1
(3)

—
(3)

(3)
1

2
(4)

(1)
(3)

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

(1)

(2)

(3)

(2)

(2)

(4)

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

1
1

(12)
(1)

(11)
—

—
—

(4)
(3)

(4)
(3)

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

2

(13)

(11)

—

(7)

(7)

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

1
16

(35)
(15)

(34)
1

—
20

(13)
(11)

(13)
9

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

17

(50)

(33)

20

(24)

(4)

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

7
53

(39)
(11)

(32)
42

(8)
83

(36)
(49)

(44)
34

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

60

(50)

10

75

(85)

(10)

A-5

II. Investment portfolio
The following table shows amortized cost, fair value and net unrealized gains (losses) of available-for-sale andheld-to-maturity securities at March 31, 2011, 2012 and 2013:
2011

2012
2013
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 . . . . . . . . . . . . . . . . . . . . . . . . .
Equity securities (marketable) . . . . . . . . . . .

29,280687

29,213
682

(67)
(5)

32,629824

32,647830

18
630,710842

30,783
862

73
20

4,543
1,907

4,553
2,820

10
913

3,653
1,792

3,670
2,751

17
959

3,054
1,598

3,084
3,036

30
1,438

36,41737,268851

38,89839,8981,000

36,20437,765

1,561

129
290
82

129
290
82

—
—
—

101
444
148

101
445
150

—
1
2

177
596
145

178
598
144

1
2
(1)

745
12

767
13

22
1

606
40

624
41

18
1

603
101

626
103

23
2

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

1,258

1,281

23

1,339

1,361

22

1,622

1,649

27

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

37,67538,549874

40,237

41,2591,022

37,826

39,414

1,588

Held-to-maturity securities:
Domestic:
Japanese government bonds . . . . . . . . . . . .
Corporate bonds and other debt
securities . . . . . . . . . . . . . . . . . . . . . . . . .

1,201

1,207

6

1,801

1,815

14

3,000

3,020

20

1

1

1

1

—

—

—

—

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

1,202

1,208

6

1,802

1,816

14

3,000

3,020

20

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

1,202

1,208

6

1,802

1,816

14

3,000

3,020

20

Total domestic . . . . . . . . . . . . . . . . . . . . . . .
Foreign:
U.S. Treasury bonds and federal agency
securities . . . . . . . . . . . . . . . . . . . . . . . . .
Other foreign gov’t bonds . . . . . . . . . . . . . .
Agency mortgage-backed securities (2) . . . .
Corporate bonds and other debt
securities . . . . . . . . . . . . . . . . . . . . . . . . .
Equity securities (marketable) . . . . . . . . . . .

—Notes:(1) All of domestic agency mortgage-backed securities are mortgage-backed securities issued by Japan Housing Finance Agency, a Japanese
government-sponsored enterprise.
(2) Foreign agency mortgage-backed securities primarily consist of Government National Mortgage Association or Ginnie Mae securities,
which are guaranteed by the United States government.

A-6

The following table shows the book values, contractual maturities and weighted average yields of available-forsale and held-to-maturity debt securities at March 31, 2013. Fair value and amortized cost are the basis of thebook value for available-for-sale and held-to-maturity debt securities, respectively. Weighted average yields arecalculated based on amortized cost for all debt securities.

One year or less
Amount Yield
Available-for-sale securities:
Domestic:
Japanese government bonds . . . . . .
Agency mortgage-backed
securities . . . . . . . . . . . . . . . . . . .
Corporate bonds and other debt
securities . . . . . . . . . . . . . . . . . . .
Total domestic . . . . . . . . . . . . . . . . .
Foreign:
U.S. Treasury bonds and federal
agency securities . . . . . . . . . . . . .
Other foreign gov’t bonds . . . . . . . .
Agency mortgage-backed
securities . . . . . . . . . . . . . . . . . . .
Corporate bonds and other debt
securities . . . . . . . . . . . . . . . . . . .

Maturity
After one year
After five years
throughthroughfive years
ten years
After ten years
Amount Yield Amount Yield Amount Yield(in billions of yen, except percentages)

Total
Amount Yield

12,1520.09%

14,192

0.15%

4,434

0.43%

5

1.92%

30,783

0.16%

—

— %

—

— %

—

— %

862

1.46%

862

1.46%

588

0.55%

1,436

0.70%

484

0.81%

576

2.23%

3,084

0.97%

12,7400.11%

15,628

0.20%

4,918

0.46%

1,443

1.77%

34,729

0.27%

22
399

1.08%
1.82%

55
190

0.48%
2.87%

101
9

1.12%
1.76%

—
—

— %
— %

178
598

0.92%
2.15%

—

— %

—

— %

—

— %

144

2.97%

144

2.97%

188

1.45%

294

2.41%

88

1.12%

56

1.11%

626

1.83%

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

609

1.68%

539

2.37%

198

1.15%

200

2.50%

1,546

1.96%

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

13,3490.18%

16,167

0.27%

5,116

0.49%

1,643

1.86%

36,2750.34%

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

100

0.82%

2,900

0.35%

—

— %

—

— %

3,000

0.37%

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

100

0.82%

2,900

0.35%

—

— %

—

— %

3,000

0.37%

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

100

0.82%

2,900

0.35%

—

— %

—

— %

3,000

0.37%

Other than Japanese government bonds and Japanese agency mortgage-backed securities issued by Japan
Housing Finance Agency, the MHFG Group did not have any securities of individual issuers with respect towhich their aggregate book value exceeded 10% of the Group’s shareholders’ equity at March 31, 2013.
In addition to Available-for-sale securities and Held-to-maturity securities, the MHFG Group’s Investments also
include Other investments. See Note 3 “Investments” to the consolidated financial statements included elsewherein this annual report for information regarding 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, 2009, 2010,2011, 2012 and 2013:
2009

2010
2011
2012
(in billions of yen)

2013

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

8,903
8,608
5,324
5,978
3,500
4,727
8,655
3,852

8,065
7,854
5,153
5,306
3,237
4,290
5,459
3,332

7,617
7,308
4,287
5,314
3,228
3,908
7,154
3,759

7,587
7,271
3,981
5,295
3,201
3,501
6,912
4,319

8,079
7,478
3,972
5,356
3,147
3,143
6,907
4,522

11,067832

11,093789

11,436745

11,191
719

11,234742

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

61,44654,57854,75653,97754,580Foreign:
Commercial and industrial . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . . . . . . . . . . . . . . .
Government and public institutions . . . . . . . . . . . . . . . . . . . . .
Other (Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8,680
2,224
301
94

7,237
1,722
292
32

6,965
2,588
453
9

8,146
3,343
522
91

10,481
4,089
596
199

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

11,2999,283

10,015

12,102

15,365

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

72,74588

63,86178

64,771
81

66,07990

69,945112

Total loans before allowance for loan losses . . . . . . . . . . . . . . . . . .

72,657

63,78364,69065,98969,833

Note: Other industries of domestic and other of foreign include trade receivables and lease receivables of
consolidated variable interest entities.
There were no concentrations of loans exceeding 10% of total loans which are not disclosed as a category ofloans in the table above.

A-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,
2013:

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

4,552
2,434
1,844
3,506
1,386
1,659
5,822
2,448
1,432

2,909
3,239
1,682
1,607
1,354
1,066
501
1,010
2,491

618
1,805
446
243
407
418
584
1,064
8,053

8,079
7,478
3,972
5,356
3,147
3,143
6,907
4,522
11,976

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

25,08315,85913,63854,580Total foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6,652

6,865

1,848

15,365

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

31,73522,724

15,486

69,945

Foreign:

Of the above loans due after one year, loans which had floating rates and fixed rates at March 31, 2013 were as
follows:(in billions of yen)

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

31,417
6,793

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

38,210A-9

Impaired loans
The MHFG Group considers loans to be impaired 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 loan. The
Group determines loans to special attention, intensive control, substantially bankrupt and bankrupt obligors as
impaired loans. Impaired loans include loans past due for 90 days or more and restructured loans that meet thedefinition of troubled debt restructuring in accordance with ASC 310 “Receivables”. All of the Group’s impairedloans are designated as nonaccrual loans. The Group does not have loans to borrowers that cause management tohave serious doubts as to the ability of such borrowers to comply with the present loan repayment terms for theperiods presented other than those already designated as impaired loans. The following table shows the
distribution of impaired loans at March 31, 2009, 2010, 2011, 2012 and 2013 by domicile and industry ofborrower.
2009

2010
2011
2012
(in billions of yen)

2013

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

213
396
213
160
142
26
2
165

270
302
181
159
139
21
1
201

309
265
108
177
54
3
1
290

297
205
119
201
53
12
4
264

336
249
90
173
59
14
5
235

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

1,317

1,274

1,207

1,155

1,161

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

115

130

116

155

303

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

1,432

1,404

1,323

1,310

1,464

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, 2013 would have been
¥24 billion and ¥7 billion, respectively. The MHFG group recognized interest income on those domestic andforeign loans of ¥19 billion and ¥5 billion, respectively, in the consolidated statements of income for the fiscal
year ended March 31, 2013.

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, 2011, 2012 and 2013:
Publicinstitutions% of total
Undrawn
Banks Others
Total
assetscommitments(in billions of yen, except percentages)

2011
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,400
1,314

432
157

2,121
111

4,953
1,582

3.06%
0.98%

1,844
159

2012
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4,075
1,669

291
146

3,229
137

7,595
1,952

4.57%
1.17%

2,265
177

2013
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5,248
2,078

374
223

3,441
158

9,063
2,459

5.07%
1.38%

2,914
258

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, 2009, 2010, 2011, 2012 and 2013:
2009

2010
2011
2012
(in billions of yen, except percentages)

2013

Allowance for loan losses at beginning of fiscal year . . . . .
Provision (credit) for loan losses . . . . . . . . . . . . . . . . . . . . .

650
567

870
222

880
1

735
(23)

683
140

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

39
117
18
57
12
19
1
24

17
56
17
48
26
1
2
27

20
20
20
28
59
1
1
17

18
7
7
14
2
1
2
19

25
5
10
11
2
—
—
17

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

287
57

194
66

166
19

70
10

70
25

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

344

260

185

80

95

3
4
2
4
2

7
14
5
5
1
1
—
2

12
12
4
9
2
1
—
3

4
8
3
3
1
1

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

—
1
3

7
25
3
5
1
4
—
3

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

19
10

48
6

35
13

43
9

24
8

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

29

54

48

52

32

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

315

206

137

28

63

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

(32)
870

(6)
880

(9)
735

(1)
683

13
773

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

0.45%

0.31%

0.22%

0.04%

0.09%

Note: Others include primarily foreign exchange translation.

A-12

—
4

The following table shows an allocation of the MHFG Group’s allowance for loan losses by domicile andindustry of borrower at March 31, 2009, 2010, 2011, 2012 and 2013:
2009
2010
2011
2012
2013
% 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 . . . . . . . . . . . . . . . .

124
157
111
106

12.26% 165
10.54% 128
7.39% 96
8.26% 102

12.63% 155
12.29% 104
8.07% 55
8.31% 103

11.76% 132
11.28% 83
6.62% 51
8.20% 101

11.48% 210
11.00% 79
6.03% 35
8.01% 84

11.55%
10.69%
5.68%
7.66%

72

4.81%

5.07%

4.98%

4.84%

26

4.50%

27
9
121
89
32

6.92% 2917.04%
8
17.25% 128
15.65% 101
1.60% 27

6.72% 15
13.77% 12
18.60% 150
17.37% 120
1.23% 30

6.03% 20
16.86% 12
18.81% 127
17.66% 102
1.15% 25

5.30% 28
17.00% 12
18.03% 109
16.94% 86
1.09% 23

4.49%
16.34%
17.12%
16.06%
1.06%

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

727
143

84.47% 751
15.53% 129

85.46% 628
14.54% 107

84.54% 553
15.46% 130

81.69% 583
18.31% 190

78.03%
21.97%

Total allowance for loan losses . . .

870

100.00% 880

100.00% 735

100.00% 683

100.00% 773

100.00%Note:

95

Other industries include government and public institutions.

A-13

34

27

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, 2011, 2012 and 2013:
2011
2012
2013
Average Average Average Average Average Averageamountrate
amountrate
amountrate(in billions of yen, except percentages)

Domestic offices:
Noninterest-bearing demand deposits . . . . . . . . . . .
Interest-bearing demand deposits . . . . . . . . . . . . . .
Deposits at notice (Note) . . . . . . . . . . . . . . . . . . . .
Time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certificates of deposit . . . . . . . . . . . . . . . . . . . . . . .

9,582
28,828668
29,0709,494— % 10,307
0.03% 29,876
0.03%
637
0.22% 28,154
0.13% 9,807

— %
0.02%
0.02%
0.16%
0.11%

10,47031,088652
28,173
10,368

— %
0.02%
0.02%
0.14%
0.11%

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

530

— %

606

— %

787

— %

6,536
1,512

0.56%
0.79%

7,783
2,095

0.66%
0.75%

8,255
3,445

0.59%
0.54%

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

86,2200.16% 89,265

0.15% 93,238

0.13%

Note: Deposits at notice represent interest-bearing demand deposits which require the depositor to give two or
more days notice in advance of withdrawal.
The amounts of total deposits by foreign depositors in domestic offices at March 31, 2011, 2012 and 2013 were¥471 billion, ¥504 billion and ¥741 billion, respectively.
At March 31, 2013, the balance and remaining maturities of time deposits and certificates of deposit issued bydomestic offices in amounts of ¥10 million (approximately US$106 thousand at the Federal Reserve Bank of
New York’s noon buying rate on March 31, 2013) or more as well as the balances of those deposits issued byforeign offices in amounts of US$100,000 or more are shown in the following table:Timedeposits

Certificates ofdepositTotal(in billions of yen)Domestic offices:
Due in three months or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due after three months through six months . . . . . . . . . . . . . . . . . . . . . . . . . .
Due after six months through twelve months . . . . . . . . . . . . . . . . . . . . . . . .
Due after twelve months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9,146
4,205
3,528
1,423

10,981250
156
6

20,127
4,455
3,684
1,429

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

18,302
8,209

11,393
3,934

29,695
12,143

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

26,511

15,327

41,838

A-14

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, 2011, 2012 and 2013:
2011
2012
2013
(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 . . . . . .
Commercial paper and other short-term borrowings:
Average balance outstanding during the fiscal year . . . . . . . . . . . . . . .
Maximum balance outstanding at any month-end during the fiscal
year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average interest rate during the fiscal year . . . . . . . . . . . . . .
Weighted average interest rate on balance at end of fiscal year . . . . . .

A-15

781

610

618

678
629
0.23%
0.20%

651
560
0.25%
0.16%

668
619
0.23%
0.23%

25,581

26,06630,99026,757
22,2010.28%
0.22%

28,846
25,6830.21%
0.18%

35,50835,074
0.24%
0.19%

8,220

12,163

11,58515,151
15,1510.15%
0.16%

13,95013,9500.16%
0.14%

15,093
6,724
0.13%
0.12%

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

Consolidated Financial Statements of Mizuho Financial Group, Inc. and Subsidiaries
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2
Consolidated Balance Sheets as of March 31, 2012 and 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-4
Consolidated Statements of Income for the fiscal years ended March 31, 2011, 2012 and 2013 . . . . . .
F-6
Consolidated Statements of Comprehensive Income for the fiscal years ended March 31, 2011, 2012
and 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-7
Consolidated Statements of Equity for the fiscal years ended March 31, 2011, 2012 and 2013 . . . . . .
F-8
Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2011, 2012 and 2013 . . F-10
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-12

F-1

Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
of Mizuho Financial Group, Inc.
We have audited the accompanying consolidated balance sheets of Mizuho Financial Group, Inc. and subsidiaries(the “Company”) as of March 31, 2013 and 2012, and the related consolidated statements of income,comprehensive income, equity, and cash flows for each of the three years in the period ended March 31, 2013.
These financial statements are the responsibility of the Company’s management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing theaccounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated
financial position of Mizuho Financial Group, Inc. and subsidiaries at March 31, 2013 and 2012, and theconsolidated results of their operations and their cash flows for each of the three years in the period ended
March 31, 2013, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board(United States), the Company’s internal control over financial reporting as of March 31, 2013, based on criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission and our report dated July 23, 2013 expressed an unqualified opinion thereon.
/s/ Ernst & Young ShinNihon LLC
Tokyo, Japan
July 23, 2013

F-2

Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
of Mizuho Financial Group, Inc.
We have audited Mizuho Financial Group, Inc. and subsidiaries’ (the “Company”) internal control over financial
reporting as of March 31, 2013, based on criteria established in Internal Control—Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). The
Company’s management is responsible for maintaining effective internal control over financial reporting, and for
its assessment of the effectiveness of internal control over financial reporting included in the accompanying
Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an
opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was maintained in all material respects. Our audit
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on theassessed risk, and performing such other procedures as we considered necessary in the circumstances. We believethat our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financial statements in accordancewith generally accepted accounting principles, and that receipts and expenditures of the company are being madeonly in accordance with authorizations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of thecompany’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with thepolicies or procedures may deteriorate.
In our opinion, Mizuho Financial Group, Inc. and subsidiaries maintained, in all material respects, effective
internal control over financial reporting as of March 31, 2013, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board(United States), the consolidated balance sheets of Mizuho Financial Group, Inc. and subsidiaries as of March 31,
2013 and 2012, and the related consolidated statements of income, comprehensive income, equity, and cash
flows for each of the three years in the period ended March 31, 2013 and our report dated July 23, 2013expressed an unqualified opinion thereon.

/s/ Ernst & Young ShinNihon LLC
Tokyo, Japan
July 23, 2013
F-3

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETSMARCH 31, 2012 AND 2013
2012
2013
(in millions of yen)
Assets:Cash and due from banks (Note 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest-bearing deposits in other banks (Note 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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¥8,582,222 million in 2012 and ¥12,090,161 million in 2013) (Notes 8 and 27) . . . . . . . . . . . . . . . . . . .
Investments (Notes 3, 8 and 27):
Available-for-sale securities (including assets pledged that secured parties are permitted to sell or
repledge of ¥4,272,258 million in 2012 and ¥6,549,038 million in 2013) . . . . . . . . . . . . . . . . . . . . .
Held-to-maturity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans (Notes 4, 5, 8 and 27) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Allowance for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,216,627
6,146,850
249,032
7,122,371
6,406,410

1,268,442
11,215,597
530,542
9,024,808
5,543,914

30,945,553

34,066,555

41,258,976
1,801,615
982,889
65,989,062(682,692)

39,413,951
3,000,403
838,135
69,833,483(772,957)

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 (Note 18) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets (Notes 4, 8, 12, 19, 21 and 27) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

65,306,370
1,104,869
77,326
246,164
5,635
70,300836,7312,583,915

69,060,526
1,091,989
101,590
276,193
6,147
64,474
641,777
2,601,951

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

166,361,633

178,746,994

The following table presents certain assets of consolidated variable interest entities (“VIEs”), which are includedin the consolidated balance sheets above. The assets in the table below include only those assets that can be used
to settle obligations of consolidated VIEs on the following page, and are in excess of those obligations.
2012
2013
(in millions of yen)
Assets of consolidated VIEs:
Cash and due from banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest-bearing deposits in other banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans, net of allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

13,432
24,238
867,796
195,6312,444,931
191,098

15,0783,216
936,800
83,762
2,428,898
343,522

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

3,737,126

3,811,276

See the accompanying Notes to the Consolidated Financial Statements.
F-4

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS—(Continued)
MARCH 31, 2012 AND 2013
2012
2013
(in millions of yen)
Liabilities and equity:
Deposits (Notes 8 and 9):
Domestic:
Noninterest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign:
Noninterest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due to trust accounts (Note 10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Call money and funds purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payables under repurchase agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payables under securities lending transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commercial paper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account liabilities (Note 27) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bank acceptances outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes payable (Note 18) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities (Note 18) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt (including liabilities accounted for at fair value of ¥460,825 million in 2012, and¥552,354, million in 2013) (Notes 11 and 27) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities (Notes 12, 19, 21, 22 and 27) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

11,357,317
68,669,820

12,138,640
74,218,101

611,532
10,595,711
559,734
5,668,929
12,173,398
7,840,571
212,732
13,737,238
16,977,390
77,32633,587
15,853
176,891

836,177
13,028,638
619,271
6,126,425
17,451,080
11,496,178
252,277
6,471,823
16,768,830
101,590
37,555
14,301
158,664

8,461,818
4,544,762

8,802,223
4,368,126

161,714,609

172,889,899

410,368

377,354

5,427,992(1,606,108)
245,5885,460,821(883,390)
777,997(7,074)(4,662)

Total MHFG shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncontrolling interests (Note 23) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4,470,766
176,258

5,728,120
128,975

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

4,647,024

5,857,095

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

166,361,633

178,746,994

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commitments and contingencies (Note 22)
Equity:MHFG shareholders’ equity:
Preferred stock (Note 13) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock (Note 14)—no par value, authorized 48,000,000,000 shares in 2012 and 2013,
and issued 24,048,165,727 shares in 2012, and 24,164,864,477 shares in 2013 . . . . . . . . . . . .
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Treasury stock, at cost—Common stock 37,046,418 shares in 2012, and 22,128,230
shares in 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

The following table presents certain liabilities of consolidated VIEs, which are included in the consolidatedbalance 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.
2012
2013
(in millions of yen)
Liabilities of consolidated VIEs:
Commercial paper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

212,732
1,213
3,563
180,441
879,638

252,276
1,035
10,585144,055
978,685

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

1,277,587

1,386,636

See the accompanying Notes to the Consolidated Financial Statements.
F-5

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF INCOME
FOR THE FISCAL YEARS ENDED MARCH 31, 2011, 2012 AND 2013
2011
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2012
2013
(in millions of yen)

945,784

936,574

947,983

174,538
73,573203,817
4,960
48,903
8,609

170,651
71,579193,288
6,601
39,68418,709162,451
63,329169,216
4,947
57,22018,229Total interest and dividend income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,460,184

1,437,086

1,423,375

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

134,495
6,533
31,3708,522
62,622
14,499190,816

131,140
385
28,436
8,604
47,114
20,481
179,799

124,053—
23,688
7,686
66,995
16,490173,939

415,959

412,851

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

448,857

Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision (credit) for loan losses (Notes 4 and 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,011,327
647

1,021,127 1,010,524(23,044)
139,947

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

1,010,680

1,044,171

870,577

Noninterest income:Fees and commissions (Note 25) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange gains (losses)—net (Note 26) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account gains (losses)—net (Note 26) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment gains (losses)—net (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gains on disposal of premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other noninterest income (Note 21) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

582,100
55,998206,016
70,46813,537
108,413575,413
98,054
333,315(32,991)
19,92496,420612,808
20,514534,100
121,159
12,411
138,427

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

1,036,532

1,090,135

1,439,419

Noninterest expenses:
Salaries and employee benefits (Note 19) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of goodwill (Note 7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Occupancy expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fees and commission expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision (credit) for losses on off-balance-sheet instruments (Note 22) . . . . . . . . . . . . . . . . .
Other noninterest expenses (Notes 4 and 21) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

552,348
500,369
9,379
169,916
96,113
4,443
103,287

587,332
477,512
5,637
174,788
107,898(1,203)
119,507572,301
439,708—
171,697
109,018
4,584
127,508

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

1,435,855

1,471,471

1,424,816

Income before income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense (Note 18) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

611,357
193,227

662,835
13,878885,180
4,024

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

418,130
5,461

648,957(7,432)881,156
5,744

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

412,669

656,389875,412

Earnings per common share (Note 17):
Basic net income per common share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

20.44(in yen)
28.07

36.05

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

19.22

26.78

34.47

See the accompanying Notes to the Consolidated Financial Statements.
F-6

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE FISCAL YEARS ENDED MARCH 31, 2011, 2012 AND 20132011

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

2012
2013
(in millions of yen)

418,130

648,957

881,156

78,037430,391

27,248(61,495)(237,562) 105,285

368,896(20,257)(9,740)87,650

2,860

1,926

1

(17,397)(7,814)87,651(87,891)

23,39567,961

9,079

16,292

10,715(78,812)39,68778,676(333,771) 137,158

535,223

Other comprehensive income (loss), net of tax:
Unrealized net gains (losses) on available-for-sale securities, net of tax(Notes 3 and 18):
Unrealized holding gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . (189,526)
Less: reclassification adjustments for losses (gains) included in net
income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (48,036)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustments, net of tax:
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . .
Less: reclassification adjustments for losses (gains) included in net
income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pension liability adjustments, net of tax (Notes 18 and 19):
Unrealized gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: reclassification adjustments for losses (gains) included in net
income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total other comprehensive income (loss), net of tax . . . . . . . . . . . . . . . . . .
Total comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Total comprehensive income (loss) attributable to noncontrollinginterests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

84,359786,115

1,416,379(3,723) (10,570)

8,558

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

88,082

See the accompanying Notes to the Consolidated Financial Statements.
F-7

796,685

1,407,821

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF EQUITY
FOR THE FISCAL YEARS ENDED MARCH 31, 2011, 2012 AND 20132011

Preferred stock (Note 13):
Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change during year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock (Note 14):
Balance at beginning of fiscal year, previously reported . . . . . . . . . .
Cumulative effect of change in accounting principles(Notes 2 and 24) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at beginning of fiscal year, adjusted . . . . . . . . . . . . . . . . . . .
Issuance of new shares of common stock . . . . . . . . . . . . . . . . . . . . . .
Issuance of new shares of common stock for stock exchanges(Note 14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance of new shares of common stock by conversion of preferredstock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gains (losses) on disposal of treasury stock . . . . . . . . . . . . . . . . . . . .
Stock-based compensation (Note 20) . . . . . . . . . . . . . . . . . . . . . . . . .
Change in ownership interest in consolidated subsidiaries . . . . . . . . .
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated deficit:
Balance at beginning of fiscal year, previously reported . . . . . . . . . .
Cumulative effect of change in accounting principles, net of tax(Notes 2 and 24) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at beginning of fiscal year, adjusted . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends declared . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income, net of tax:
Unrealized net gains on available-for-sale securities (Note 3):
Balance at beginning of fiscal year, previously reported . . . . . .
Cumulative effect of change in accounting principles(Notes 2 and 24) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at beginning of fiscal year, adjusted . . . . . . . . . . . . . . .
Change during year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustments:
Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . .
Change during year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pension liability adjustments (Note 19):
Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . .
Change during year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2012(in millions of yen)

535,971(82,395)
453,576

453,576(43,208)410,368

410,368(33,014)377,354

4,324,705

5,164,160

5,427,992

334
4,325,039
757,790—
5,164,160——
5,427,992——

244,100—

82,395(1,315)452(201)
5,164,160

43,208(48)
106(23,534)
5,427,992

33,014
(631)
529
(83)
5,460,821(2,325,109) (2,046,024) (1,606,108)
1,382
—
—
(2,323,727) (2,046,024) (1,606,108)
412,669
656,389875,412(134,966) (216,473) (152,694)(2,046,024) (1,606,108) (883,390)

755,010514,128

628,636(6,273)748,737(234,609)
514,128—
514,128
114,508
628,636—
628,636
366,488995,124(150,204)(14,824)(165,028)(165,028)(4,853)(169,881)(169,881)
87,461(82,420)(168,974)(75,154)(244,128)
104,972(244,128)
30,961(213,167)
245,588(213,167)
78,460(134,707)
777,997

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

2013

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF EQUITY—(Continued)
FOR THE FISCAL YEARS ENDED MARCH 31, 2011, 2012 AND 2013
2011

2012
(in millions of yen)

2013

Treasury stock, at cost:
Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Disposal of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of stock exchanges (Note 14) . . . . . . . . . . . . . . . . . . . . . . . . . .

(5,184)
(3)
1,990
—

(3,197)(2,560)12,001(13,318)(7,074)
(395)
2,807
—

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

(3,197)(7,074)(4,662)

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

3,673,487

4,470,766

5,728,120

365,803361,869

176,258(366)
365,437—
6,519(6,364)
5,461—
361,869(216,558)
65,183(23,666)(7,432)—
176,258—(36,457)(19,384)
5,744(2,953)(2,044)

2,408(2,573)(1,353)190(3,658)259

216

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

361,869

176,258

128,975

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

4,035,356

4,647,024

5,857,095

Noncontrolling interests:
Balance at beginning of fiscal year, previously reported . . . . . . . . . .
Cumulative effect of change in accounting principles(Notes 2 and 24) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at beginning of fiscal year, adjusted . . . . . . . . . . . . . . . . . . .
Effect of stock exchanges (Note 14) . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of other increase/decrease in consolidated subsidiaries . . . . . .
Dividends paid to noncontrolling interests . . . . . . . . . . . . . . . . . . . . .
Net income (loss) attributable to noncontrolling interests . . . . . . . . .
Unrealized net gains on available-for-sale securities attributable tononcontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustments attributable tononcontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pension liability adjustments attributable to noncontrollinginterests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE FISCAL YEARS ENDED MARCH 31, 2011, 2012 AND 20132011
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Net income (loss) attributable to noncontrolling interests . . . . . . . . . . . . . . . . . . .

2012(in millions of yen)

2013

418,130
5,461

648,957(7,432)881,156
5,744

Net income attributable to MHFG shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision (credit) for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment losses (gains)—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange losses (gains)—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in trading account assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in trading account liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in loans held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in accrued income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

412,669

656,389875,412167,420647(70,468)(66,988)
174,864
2,783,405(2,417,969)
30,59823,655(24,702)(61,319)

165,721(23,044)
32,991(5,747)(40,939)(2,953,353)
329,761
3,860(9,321)
15,28638,965

157,165
139,947(121,159)
160,588(43,831)(2,336,912)(536,213)
4,571(22,386)(20,215)445,045

Net cash provided by (used in) operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

951,812(1,789,431)(1,297,988)

Cash flows from investing activities:
Proceeds from sales of investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from maturities of investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sales of loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in interest-bearing deposits in other banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in call loans and funds sold, and receivables under resale agreements andsecurities borrowing transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sales of premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

56,896,414
69,659,407
75,617,212
15,422,900
15,079,088
14,578,614(73,120,343) (87,496,663) (89,109,906)
246,633
224,957
144,244(1,742,702) (1,703,880) (2,501,863)(6,438,858)
2,074,843(4,638,673)(1,522,389)
2,108(214,447)

480,641
13,231(174,517)(268,103)
18,002(161,359)(10,470,684)(1,842,893)(6,321,832)

Cash flows from financing activities:
Net change in deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in call money and funds purchased, and payables under repurchase agreements
and securities lending transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in due to trust accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in commercial paper and other short-term borrowings . . . . . . . . . . . . . . . . . . . . .
Proceeds from issuance of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayment of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payment to noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from issuance of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sales of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid to noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,190,397(776,865)

2,109,866(740,933)

7,417,964—(1,552,577)
18,882
6,131,912
1,167,647(778,791)
2,320
(577)
757,7904(3)(133,925)(6,364)

3,594,469(69,662)(1,261,955)
1,052,849(1,479,148)
627
(107)
5
1,961
(2,560)(215,902)(23,666)

7,468,344
59,537(7,251,033)
1,602,983(1,488,151)
1,057
(11)
—
1,074
(7)
(152,514)(19,384)

Net cash provided by financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8,019,850

2,965,844

7,639,859

Effect of exchange rate changes on cash and due from banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(15,906)(1,424)

31,776

Net increase (decrease) in cash and due from banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and due from banks at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1,514,928)
3,399,459(667,904)
1,884,531

51,815
1,216,627

Cash and due from banks at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,884,531

1,216,627

1,268,442

See the accompanying Notes to the Consolidated Financial Statements.
F-10

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)
FOR THE FISCAL YEARS ENDED MARCH 31, 2011, 2012 AND 2013
2011
2012
2013
(in millions of yen)Supplemental disclosure of cash flow information:
Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes paid (refunded), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncash investing activities:
Transfer from loans into other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment in capital leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncash acquisition of noncontrolling interests in stock exchanges (Note 14) . . . . . . . . . . . . . . . . . . . . . . . . .

462,90725,283427,104
40,211

447,766
92,547—
11,153
—

1,351
2,985
216,558—
8,547—

Note: Certain cash flows for the fiscal year ended March 31, 2011 and 2012 have been aggregated to conform to the current year’s
presentation.

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

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of presentation and summary of significant accounting policies
Basis of presentation
Mizuho Financial Group, Inc. (“MHFG”) is a joint stock corporation with limited liability under the laws ofJapan. MHFG, through its subsidiaries (“the MHFG Group”, or “the Group”), provides domestic andinternational financial services in Japan and other countries. MHFG’s subsidiaries are segmented on the basis of
the nature of the financial products and services. As of March 31, 2013, our major subsidiaries were Mizuho
Bank, Ltd. (“MHBK”), Mizuho Corporate Bank, Ltd. (“MHCB”), Mizuho Trust & Banking Co., Ltd. (“MHTB”)
and Mizuho Securities Co., Ltd. (“MHSC”). MHBK was a retail-oriented banking subsidiary and offeredfinancial services mainly to individual customers, small and medium enterprises (“SMEs”), middle-market
corporations and local governmental entities in Japan. MHCB was a wholesale banking subsidiary and offeredvarious financial services to large Japanese corporations, financial institutions, public sector entities and foreign
corporations. MHBK and MHCB conducted a merger on July 1, 2013. MHTB is a trust bank subsidiary andoffers mainly trust-related products and consulting services. MHSC is a securities and investment banking
subsidiary and offers full-line securities services to corporations, financial institutions, public sector entities andindividuals. MHSC and Mizuho Investors Securities Co., Ltd. (“MHIS”) conducted a merger on January 4, 2013.
The merger was accounted for as a transaction between entities under common control. Other major subsidiaries
include Trust & Custody Services Bank, Ltd. (“TCSB”), Mizuho Capital Co., Ltd., and Mizuho Business
Financial Center Co., Ltd. See Note 29 “Business segment information” for further discussion of the Group’s
segment information.
The accompanying consolidated financial statements have been prepared in accordance with the accounting
principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial
statements are stated in Japanese yen, the currency of the country in which MHFG is incorporated and principally
operates.
The accompanying consolidated financial statements include the accounts of MHFG and its subsidiaries. When
determining whether to consolidate investee entities, we performed a careful analysis of the facts andcircumstances of a particular relationship among entities as well as ownership of voting shares. The consolidated
financial statements also include the accounts of the VIEs for which MHFG or its subsidiaries have been
determined to be the primary beneficiary under the Financial Accounting Standards Board (“FASB”) AccountingStandards Codification (“ASC”) 810, “Consolidation” (“ASC 810”). All significant intercompany transactions
and balances have been eliminated in consolidation. The MHFG Group accounts for investments in entities overwhich it has significant influence using the equity method of accounting. These investments are included in
Other investments and the Group’s proportionate share of income or loss is included in Investment gains(losses)—net.
Use of estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management tomake estimates and assumptions that affect reported amounts and related disclosures. Specific areas, among
others, requiring the application of management’s estimates and judgment include assumptions pertaining to theallowance for loan losses, allowance for losses on off-balance-sheet instruments, deferred tax assets, derivative
financial instruments, investments and pension and other employee benefits. Actual results could differ fromestimates and assumptions made.
Definition of cash and due from banks
For purposes of the consolidated statements of cash flows, Cash and due from banks include cash on hand, cash
items in the process of collection and noninterest-bearing deposits with banks.
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Translation of foreign currency financial statements and foreign currency transactions
Financial statements of overseas entities are prepared using the functional currency of each entity and translated
into Japanese yen for consolidation purposes. Assets and liabilities are translated using the fiscal-year-end
exchange rate of each functional currency, and income and expense using the average rate of each functional
currency for the period.
Foreign currency translation gains and losses related to the financial statements of overseas entities of the MHFG
Group, net of related income tax effects, are credited or charged directly to Foreign currency translation
adjustments, a component of Accumulated other comprehensive income (loss), net of tax. Tax effects of gains
and losses on foreign currency translation of financial statements of overseas entities are not recognized unless it
is apparent that the temporary differences will reverse in the foreseeable future.
Assets and liabilities denominated in foreign currencies are translated into Japanese yen at the fiscal-year-end
foreign exchange rates, and gains and losses resulting from such translation are included in Foreign exchange
gains (losses)—net, as appropriate. Foreign currency denominated income and expenses are translated using
average exchange rates for the period.
Call loans and call money
Call loans and call money represent lending/borrowing through the Japanese short-term money market to/fromother financial institutions such as banks, insurance companies, and securities brokerage houses.
Repurchase and resale agreements, securities lending and borrowing and other secured financing transactions
Securities sold under agreements to repurchase (“repurchase agreements”), securities purchased underagreements to resell (“resale agreements”) and securities lending and borrowing transactions are accounted for as
secured financing or lending transactions when control over the underlying securities is not deemed to be
surrendered by the transferor. Otherwise, they are recorded as sales of securities with related forward repurchasecommitments or purchases of securities with related forward resale commitments in accordance with ASC 860,
“Transfers and Servicing” (“ASC 860”).
Repurchase transactions where the maturity of the security transferred as collateral matches the maturity of the
repurchase agreements (“repo-to-maturity transactions”) are accounted for as sales rather than collateralized
financings where the criteria for derecognition of the securities transferred under ASC 860 are met. The amountsof securities derecognized from the consolidated balance sheets under repo-to-maturity transactions as ofMarch 31, 2012 and 2013 were ¥33,070 million and ¥0 million, respectively. Except for those repo-to-maturity
transactions, there were no such transactions accounted for as sales.
Under resale agreements, securities borrowing and certain derivatives transactions, the MHFG Group receives
collateral in the form of securities. In many cases, the MHFG Group is permitted to sell or repledge the securities
obtained as collateral. Disclosures of such collateral are presented in Note 8 “Pledged assets and collateral”. With
respect to securities lending, repurchase agreements, and certain derivative transactions, counterparties may havethe right to sell or repledge securities that the MHFG Group has pledged as collateral. The MHFG Groupseparately discloses those pledged securities in the consolidated balance sheets.
The MHFG Group monitors credit exposure arising from resale agreements, repurchase agreements, securities
borrowing and securities lending transactions on a daily basis, and additional collateral is obtained from orreturned to counterparties as appropriate.
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Trading securities and trading securities sold, not yet purchased
Trading securities consist of securities and money market instruments that are bought and held principally for the
purpose of reselling in the near term with the objective of generating profits on short-term fluctuations in price.
Trading securities sold, not yet purchased, are securities and money market instruments sold to third parties that
the MHFG Group does not own and is obligated to purchase at a later date to cover the short position. Trading
securities and trading securities sold, not yet purchased, are classified at the date of commitment or purchase.
Trading securities and trading securities sold, not yet purchased, are recorded at fair value in the consolidatedbalance sheets in Trading account assets and Trading account liabilities with realized and unrealized gains andlosses recorded on a trade date basis in Trading account gains (losses)—net in earnings. Interest and dividends on
trading account debt and equity securities, including securities sold, not yet purchased, are recorded in Interestand dividend income or Interest 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 as well as any marketable equity securities, other than those classified as trading account securities, areclassified as Available-for-sale securities, and are carried at fair value, with unrealized gains and losses reported
in Accumulated other comprehensive income (loss), net of tax.
The credit component of an other-than-temporary impairment of a debt security is reported in Investment gains(losses)—net and the noncredit component is reported in Other comprehensive income (loss). See Note 3“Investments” for further discussion of impairment. Interest and dividends, as well as amortization of premiums
and accretion of discounts, are reported in Interest and dividend income. Amortization of premiums and accretionof discounts on debt securities are recognized over the remaining maturity under the interest method. Gains andlosses on disposition of investments are computed using the first-in first-out method for debt securities and theaverage method for equity securities, and are recorded on the trade date.
Other investments include marketable and non-marketable equity securities accounted for using the equity
method, marketable and non-marketable investments held by consolidated investment companies which are heldat fair value under specialized industry accounting principles for investment companies, and other nonmarketable equity securities carried at cost, less other-than-temporary impairment, if any.
Derivative financial instruments
Derivative financial instruments are bought and held principally for the purpose of market making for customers,
proprietary trading in order to generate trading revenues and fee income, and also to manage the MHFG Group’s
exposure to interest rate, credit and market risks related to asset and liability management. Such derivative
financial instruments include interest rate, 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 value of derivatives in a gain position and a loss
position are reported as Trading account assets and Trading account liabilities, respectively.
Derivatives used for asset and liability management include contracts that qualify for hedge accounting under
ASC 815, “Derivatives and Hedging” (“ASC 815”). To be eligible for hedge accounting, derivative instruments
must be highly effective in achieving offsetting changes in fair values or variable cash flows from the hedged
items attributable to the particular risk being hedged. All qualifying hedging derivatives are valued at fair value
F-14

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
and included 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 such derivatives are not offset against the amounts recognized for the right to reclaim cash
collateral or the obligation to return cash collateral under master netting agreement with the same counterparty.
The fair value of derivative financial instruments is based on quoted market prices or broker-dealer quotes. If
quoted market prices or broker-dealer quotes are not available, the fair value is estimated using quoted market
prices for similar instruments, option or binomial pricing models or present value cash flow analysis, applying
current observable market information, where available. The determination of fair value includes various factors
such as exchange or over-the-counter market quotes, time value and volatility factors for options and warrants,
observed prices for similar or synthetic instruments, and counterparty credit quality including potential exposure.
Changes in fair value of all derivatives are recorded in earnings, except for derivatives qualifying as net
investment hedges under ASC 815 which are recorded in Accumulated other comprehensive income (loss), net oftax. The fair value changes of all derivatives relating to foreign currency exchange rates are included in Foreignexchange gains (losses)—net and Trading account gains (losses)—net. Other elements of the fair value changes,
including interest rate, equity and credit related components except that of certain credit derivatives hedging thecredit risk in corporate loan portfolio, are recognized in Trading account gains (losses)—net. The net gain (loss)
resulting from changes in the fair 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 in a manner similar to that of a derivative instrument. Such derivative instruments are
required to be fair-valued separately from the host contracts if they meet the criteria of an embedded derivative.
Such criteria include whether the entire instrument is not marked to market through earnings, the economic
characteristics and risks of the embedded terms are not clearly and closely related to those of the host contract
and the embedded terms would meet the definition of a derivative on a stand-alone basis.
Loans
Loans are generally carried at the principal amount adjusted for unearned income and deferred net nonrefundable
loan fees and costs. Loan origination fees, net of certain direct origination costs are deferred and recognized overthe contractual life of the loan as an adjustment of yield using a method that approximates the interest method.
Interest income on performing loans is accrued and credited to income as it is earned. 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 impaired when, based on current information and events, it is probable that the MHFG
Group will be unable to collect all the scheduled payments of principal and interest when due according to thecontractual terms of the loan. Factors considered by management in determining if a loan is impaired include
delinquency status and the ability of the debtor to make payment of the principal and interest when due. Impairedloans include loans past due for 90 days or more and restructured loans that meet the definition of troubled debt
restructuring (“TDR”) in accordance with ASC 310 “Receivables” (“ASC 310”).
All of the MHFG Group’s impaired loans are designated as nonaccrual loans and thus interest accrual andamortization of net origination fees are suspended and capitalized interest is written off. Cash received on
nonaccrual loans is accounted for as reduction of the loan principal if the ultimate collectibility of the principal
amount is uncertain, otherwise, as interest income. Loans are not restored to accrual status until interest and
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
principal payments are current and future payments are reasonably assured. Impaired loans return to nonimpaired loans, as well as accrual status, when the MHFG Group determines that the borrower poses no problems
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 not classified as a special attention obligor. With respect to loans
restructured in TDR, in general, such loans return to non-impaired loans, as well as 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 to be sold are classified as loans held for sale within Other assets and areaccounted for at the lower of cost or fair value. If management decides to retain certain loans held for sale for theforeseeable future or until maturity or payoff, such items are transferred to Loans at the lower of cost or fairvalue.
Securitization
The MHFG Group engages in securitization activities related to mortgage loans and other loans in the normal
course of business. The MHFG Group records a loan securitization as a sale when the transferred loans arelegally isolated from the Group’s creditors and the accounting criteria for a sale are met in accordance with
ASC 860. Otherwise, the transfer is accounted for as a collateralized borrowing.
Allowance and provision (credit) for loan losses
The MHFG Group maintains an appropriate amount of allowance for loan losses to absorb probable losses
inherent in the loan portfolio and makes adjustments to such allowance through Provision (credit) for loan losses
in the consolidated statements of income. Loan principal that management judges to be uncollectible, based on
detailed loan reviews and a credit quality assessment, is charged off against the allowance for loan losses. In
general, the MHFG Group charges off loans when the Group determines the debtor as substantially bankrupt orbankrupt. See Note 4 “Loans” for the definitions of obligor categories. Obligors classified 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 other obligors, the Group separately monitors the credit quality of each obligor without using timebased triggers. Subsequent recoveries of previously charged-off loan balances are recorded as an increase to theallowance for loan losses as the recoveries are received.
The credit quality review process and the credit rating process serve as the basis for determining the allowance
for loan losses. Through such processes loans are categorized into groups to reflect the probability of default,
whereby the MHFG Group’s management assesses the ability of borrowers to service their debt, taking into
consideration current financial information, ability to generate cash, historical payment experience, analysis of
relevant industry segments and current trends. In determining the appropriate level of the allowance, the MHFG
Group evaluates the probable loss by category of loan based on its risk type and characteristics.
The allowance for loan losses is determined in accordance with ASC 310 and ASC 450, “Contingencies”(“ASC 450”). The MHFG Group measures the impairment of a loan when it is probable that the Group will be
unable to collect all amounts due according to the contractual terms of the loan agreement, based either on (1) the
present value of expected future cash flows, after considering restructuring effect and subsequent payment
default with respect to TDRs, discounted at the loan’s initial effective interest rate, (2) the loan’s observable
market price, or (3) the fair value of the collateral if the loan is collateral dependent. The collateral that the Groupobtains for loans consists primarily of real estate or listed securities. In obtaining the collateral, the Groupevaluates the value of the collateral and its legal enforceability. The Group also conducts subsequent reevaluations at least once a year. As to real estate, valuation is generally conducted by an appraising subsidiary
which is independent from the Group’s loan origination sections using generally accepted valuation techniques
F-16

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
such 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 retains third-party appraisers to conduct the valuation. As
to listed securities, observable market prices are used for valuation.
The formula allowance is applied to groups of small balance, homogeneous loans that are collectively evaluatedfor impairment and for non-homogeneous loans that have not been identified as impaired. The evaluation of
inherent loss for these loans involves a high degree of uncertainty, subjectivity and judgment because probableloan losses are not easily identifiable or measurable. In determining the formula allowance, the MHFG Group
therefore relies on a statistical analysis that incorporates loss rates based on its own historical loss experience andthird party data such as the number of corporate default cases which is updated once a year. In determining theallowance amount, the Group analyzes (1) the probability of default: (a) through the most recently available data
for the past six years, in the case of normal obligors; and (b) through the most recently available data sinceApril 2002, which is when MHBK and MHCB were newly formed, in the case of watch obligors; and (2) the loss
given default through the most recently available data for the past six years. As to TDR loans in the retail
portfolio segment, which are subject to collective evaluation for impairment, the restructuring itself, as well as
subsequent payment default, if any, are considered in determining obligor ratings.
The historical loss rate is adjusted, where appropriate, to reflect current factors, such as general economic andbusiness conditions affecting the key lending areas of the MHFG Group, credit quality trends, specific industry
conditions within portfolio segments, and recent loss experience in particular segments of the portfolio. The
estimation of the formula allowance is back-tested on a periodic basis by comparing the allowance with theactual results subsequent to the balance sheet date.
Allowance and provision (credit) for losses on off-balance-sheet instruments
The MHFG Group maintains an allowance for losses on off-balance-sheet credit instruments, such as guarantees,
standby letters of credit, commitments to invest in securities and commitments to extend credit, in the samemanner as the allowance for loan losses. The allowance is recorded in Other liabilities. Net changes in theallowance for losses on off-balance-sheet instruments are accounted for in the Provision (credit) for losses on offbalance-sheet instruments in the consolidated statements of income.
Premises and equipment
Premises and equipment are stated at historical cost, and depreciation and amortization are recorded over theestimated useful lives of the assets, except for leasehold improvements, which are amortized over the shorter ofthe estimated useful lives of the assets or the lease term. Depreciation and amortization are principally computed
under the straight-line method with respect to buildings and leasehold improvements and under the decliningbalance method with respect to other premises and equipment.
The useful lives of premises and equipment are as follows:
Years

Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equipment and furniture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2 to 50
2 to 20
2 to 50

Regular repairs and maintenance costs that do not extend the estimated useful life are charged to expense as
incurred. Upon sale or disposition of premises and equipment, the cost and related accumulated depreciation oramortization are removed from the accounts, and any gains or losses on disposal are included in Gains on
disposal of premises and equipment or Occupancy expenses.
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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 there is impairment, the future cash
flows are then discounted to determine the estimated fair value of the asset group and an impairment charge isrecorded for the difference between the carrying value and the estimated fair value of the asset group. The longlived assets to be disposed of by sale are carried at the lower of the carrying amount or fair value, less estimatedcost to sell.
Software
Internal and external costs incurred in connection with developing and obtaining software for internal use that
occur during the application development stage are capitalized. Such costs include salaries and benefits for
employees directly involved with and who devote time to the project, to the extent such time is incurred directlyon the internal use software project. The capitalization of software ceases when the software project has been
substantially completed. The capitalized software is amortized on a straight-line basis over the estimated usefullife, generally 5 to 10 years. Internal use software is reviewed for impairment when triggering events occur.
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. An impairment loss is recorded to the extent the carrying amount of
goodwill exceeds its estimated fair value.
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 by the merger of MHSC and Shinko Securities Co., Ltd. (“Shinko”) consist
primarily of customer relationship intangibles, and are amortized over a weighted-average amortization period of
16 years. Intangible assets having indefinite useful lives are not amortized and are subject to impairment tests.
An impairment loss is recorded to the extent the carrying amount of indefinite-lived intangible asset exceeds its
estimated fair value. For intangible assets subject to amortization, an impairment loss is recorded if the carrying
amount is not recoverable and exceeds its estimated fair value.
Pension and other employee benefits
MHFG and certain subsidiaries sponsor severance indemnities and pension plans, which provide defined benefits
to retired employees. Periodic expense and accrued liabilities are computed based on the actuarial present valueof 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.
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Stock-based compensation
The compensation cost associated with stock compensation-type stock options is measured with fair value
method using the Black-Scholes option pricing model.
Long-term debt
Premiums, discounts and issuance costs of long-term debt are amortized based on a method that approximates theinterest method over the 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 protections, 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 by installment, 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 for impairment such as loans and other investments.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderlytransaction between market participants at the measurement date. In accordance with 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 consider assumptions that market participants would use when pricing the asset or
liability. The Group maximizes the use of observable inputs and minimizes the use of unobservable inputs whenmeasuring fair value. See Note 27 “Fair value” for descriptions of valuation methodologies used for its assets andliabilities by product.
Fees and commissions
Fee revenue is recognized when all of the following criteria have been met: persuasive evidence of an agreement
exists, services have been rendered, the price is fixed or determinable, and collectibility is reasonably assured.
Fees on securities-related business and fees on funds transfer and collection services are generally recognized asrevenue when the related services are performed. Fees on credit-related business, excluding loan origination feesto be deferred and recognized over the loan period as an adjustment of yield, are generally recognized either at
one time when the service is rendered or over the related transaction period. Fees and commissions are presented
on a gross basis and exclusive of consumption taxes.
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
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
for financial reporting purposes and those corresponding amounts used for income tax purposes, and(2) operating loss and tax credit carryforwards. A valuation allowance for any portion of the deferred tax assets isrecorded unless it is more likely than not that the deferred tax assets will be realized. Deferred income tax benefit
or expense is recognized for the changes in the net deferred tax asset or liability between periods.
Earnings per common share
Basic earnings per common share are computed by dividing net income attributable to MHFG commonshareholders by the weighted average number of common shares outstanding during the fiscal year. Diluted
earnings per common share reflect the possible exercise of all convertible securities, such as convertible
preferred stock to the extent they are not anti-dilutive. See Note 17 “Earnings per common share” for thecomputation of basic and diluted earnings per common share.
2. Recently issued accounting pronouncements
Recently adopted accounting pronouncements
On July 1, 2009, the ASC was officially launched. The ASC, which reorganized the thousands of U.S. GAAP
pronouncements into roughly 90 accounting topics, is the single source of authoritative U.S. GAAP for
nongovernmental entities.
In June 2009, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No.166, “Accounting forTransfers of Financial Assets—an amendment of FASB Statement No.140” (“SFAS No.166”), which is now
included in ASC 860. The statement requires more information about transfers of financial assets, including
securitization transactions, where enterprises have continuing exposure to the risks related to the transferredfinancial assets. The statement eliminates the concept of qualifying SPE and modifies the requirements forderecognizing financial assets. The statement is effective as of the beginning of the first fiscal year that begins
after November 15, 2009.
In June 2009, the FASB issued SFAS No.167, “Amendments to FASB Interpretation No.46(R)”(“SFAS No.167”), which is now included in ASC 810. The statement provides new guidance on how anenterprise determines whether the enterprise’s variable interests give it a controlling financial interest in VIEs.
The determination is based on, among other things, VIE’s purpose and design, an enterprise’s ability to direct theactivities of the VIE that most significantly impact the entity’s economic performance, and if an enterprise has
the obligation to absorb losses of or the right to receive benefits from the VIE that could be significant. The
statement is effective as of the beginning of the first fiscal year that begins after November 15, 2009. In February
2010, the FASB issued Accounting Standards Update (“ASU”) No.2010-10, “Consolidation (Topic 810)—
Amendments for Certain Investment Funds” (“ASU No.2010-10”). The ASU provides that the consolidation
requirements of SFAS No.167 are deferred for an entity that has all the attributes of an investment company (orsimilar entity). On April 1, 2010, the MHFG Group adopted SFAS No.167, together with SFAS No.166, whichprimarily resulted in the consolidation of certain former qualifying SPEs, guaranteed principal money trust
products and collateral loan obligations (“CLO”) where the MHFG Group acts as an asset manager. The adoptionof the statements resulted in an increase to the beginning balance of additional paid-in capital included inCommon stock of ¥334 million, and a decrease to the beginning balance of Accumulated deficit andAccumulated other comprehensive income of ¥1,382 million and ¥6,273 million, respectively.
In January 2010, the FASB issued ASU No.2010-06, “Fair Value Measurements and Disclosures (Topic 820)—
Improving Disclosures about Fair Value Measurements” (“ASU No.2010-06”). The ASU provides amendments
to ASC 820 that require new disclosures regarding (1) transfers in and out of Levels 1 and 2 and (2) more
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
detailed activity in Level 3. The ASU also provides amendments to ASC 820 that clarify existing disclosures
regarding (1) level of disaggregation and (2) inputs and valuation techniques. The ASU is effective for interim
and annual reporting periods beginning after December 15, 2009, except for the new disclosures related to theactivity in Level 3, which do not become effective until fiscal years beginning after December 15, 2010, and forinterim periods within those fiscal years. ASU No.2010-06 is an accounting principle which expands disclosure
requirements, and had no impact on the MHFG Group’s consolidated results of operations or financial condition.
In March 2010, the FASB issued ASU No.2010-11, “Derivatives and Hedging (Topic 815)—Scope Exception
Related to Embedded Credit Derivatives” (“ASU No.2010-11”). The ASU clarifies the scope exception forembedded credit derivative features related to the transfer of credit risk, which are subject to potential
bifurcation, and indicate circumstances which do not qualify for the scope exception. The ASU is effective at the
beginning of the first fiscal quarter beginning after June 15, 2010. The adoption of ASU No.2010-11 did not havea material impact on the MHFG Group’s consolidated results of operations or financial condition.
In July 2010, the FASB issued ASU No.2010-20, “Receivables (Topic 310)—Disclosures about the Credit
Quality of Financing Receivables and the Allowance for Credit Losses” (“ASU No.2010-20”). The ASU requires
disclosures that facilitate financial statement users’ evaluation of (1) the nature of credit risk inherent in theentity’s portfolio of financing receivables, (2) how that risk is analyzed and assessed in arriving at the allowancefor credit losses and (3) the changes and reasons for those changes in the allowance for credit losses. The new
disclosures required include (1) aging of past due receivables, (2) credit quality indicators, and (3) modificationsof financing receivables. It is also required that the certain existing disclosures should be provided on adisaggregated basis. The disclosures as of the end of a reporting period are effective for interim and annual
reporting periods ending on or after December 15, 2010, whereas the disclosures about activity that occurs during
a reporting period are effective for interim and annual reporting periods beginning on or after December 15,
2010. In January 2011, the FASB issued ASU No.2011-01, “Receivables (Topic310)—Deferral of the Effective
Date of Disclosures about Troubled Debt Restructurings in Update No.2010-20” (“ASU No.2011-01”) to delay
the effective date of the disclosures about troubled debt restructurings for public entities, and in April 2011, it
was provided that such disclosure requirements would be effective for interim and annual periods beginning on
or after June 15, 2011 in ASU No.2011-02, “Receivables (Topic310)—A Creditor’s Determination of Whether a
Restructuring Is a Troubled Debt Restructuring” (“ASU No.2011-02”). ASU 2011-02 also clarifies the guidanceon a creditor’s evaluation for troubled debt restructurings of whether it has granted a concession and whether adebtor is experiencing financial difficulties. ASU No.2010-20 is an accounting principle which expands
disclosure requirements, and had no impact on the MHFG Group’s consolidated results of operations or financial
condition.
In December 2010, the FASB issued ASU No.2010-28, “Intangibles—Goodwill and Other (Topic 350)—Whento Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying
Amounts” (“ASU No.2010-28”). The ASU requires Step 2 of the impairment test should be performed incircumstances where the carrying amount of a reporting unit is zero or negative and there are qualitative factorsthat indicate it is more likely than not that a goodwill impairment exists. The ASU is effective for fiscal years,
and interim periods within those years, beginning after December 15, 2010. The adoption of ASU No.2010-28
did not have a material impact on the MHFG Group’s consolidated results of operations or financial condition.
In December 2010, the FASB issued ASU No.2010-29, “Business Combinations (Topic 805)—Disclosure of
Supplementary Pro Forma Information for Business Combinations” (“ASU No.2010-29”). The ASU clarifies
that, if a reporting entity presents comparative financial statements, the pro forma revenue and earnings of the
combined entity should be reported as though the business combinations that occurred during the current year
had occurred as of the beginning of the comparable prior annual reporting period only. The ASU is effective
prospectively for business combinations for which the acquisition date is on or after the beginning of the first
F-21

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
annual reporting period beginning on or after December 15, 2010. ASU No.2010-29 is an accounting principle
which clarifies disclosure requirements, and had no impact on the MHFG Group’s consolidated results ofoperations or financial condition.
In April 2011, the FASB issued ASU No.2011-03, “Transfers and Servicing (Topic 860)—Reconsideration of
Effective Control for Repurchase Agreements” (“ASU No.2011-03”). The ASU amends the conditions todetermine whether a transferor in repurchase agreements (repos) and other similar agreements maintains
effective control over the financial assets transferred by removing from the assessment of effective control (1) the
criterion requiring the transferor to have the ability to repurchase or redeem the financial assets on substantiallythe agreed terms, even in the event of default by the transferee, and (2) the collateral maintenanceimplementation guidance related to that criterion. The ASU is effective for the first interim or annual period
beginning on or after December 15, 2011, and should be applied prospectively to transactions or modifications ofexisting transactions that occur on or after the effective date. The adoption of ASU No.2011-03 did not have amaterial impact on the MHFG Group’s consolidated results of operations or financial condition.
In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement (Topic 820)—Amendments toAchieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”(“ASU No.2011-04”) in order to improve comparability of fair value measurements presented and disclosed infinancial statements prepared with U.S. GAAP and International Financial Reporting Standards (“IFRS”). The
amendments in ASU No. 2011-04 change the wording to describe the requirements in U.S. GAAP for measuring
fair value and for disclosing information about fair value measurements to align with IFRS. The amendments
also clarify the existing fair value measurement and disclosure requirements, which include (1) application of thehighest and best use and valuation premise concepts, (2) measuring the fair value of an instrument classified in areporting entity’s shareholders’ equity and (3) disclosing quantitative information about the unobservable inputs
used for Level 3 items. The amendments also change a particular principle or requirement for measuring fairvalue or for disclosing information about fair value measurements, which include (1) measuring the fair value offinancial instruments that are managed within a portfolio, (2) application of premiums and discounts in a fairvalue measurement and (3) additional disclosures about fair value measurements. The ASU is effective forinterim and annual periods beginning after December 15, 2011. The adoption of ASU No.2011-04 did not have amaterial impact on the MHFG Group’s consolidated results of operations or financial condition.
In June 2011, the FASB issued ASU No.2011-05, “Comprehensive Income (Topic 220)—Presentation ofComprehensive Income” (“ASU No.2011-05”). The ASU eliminates the option to present components of othercomprehensive income as part of the statement of changes in stockholders’ equity, and requires that all nonownerchanges in stockholders’ equity be presented either in a single continuous statement of comprehensive income orin two separate but consecutive statements. The ASU also requires reclassification adjustments from othercomprehensive income to net income be presented on the face of financial statements. The ASU is effective forfiscal years, and interim periods within those years, beginning after December 15, 2011, and should be applied
retrospectively. In December 2011, the FASB issued ASU No.2011-12, “Comprehensive Income (Topic 220)—
Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of
Accumulated Other Comprehensive Income in Accounting Standards Update No.2011-05” (“ASU No.2011-12”)
to indefinitely defer only those changes in ASU No.2011-05 that relate to the presentation of reclassification
adjustments. All other requirements in ASU No.2011-05 are not affected, and entities should continue to reportreclassifications out of accumulated other comprehensive income consistent with the presentation requirementsin effect before ASU 2011-05. ASU No.2011-05 is an accounting principle which alters disclosure requirements,and had no impact on the MHFG Group’s consolidated results of operations or financial condition.
In September 2011, the FASB issued ASU No.2011-08, “Intangibles—Goodwill and Other (Topic 350)—Testing
Goodwill for Impairment” (“ASU No.2011-08”). The ASU permits an entity the option to first assess qualitative
F-22

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its
carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment
test. Under this ASU, an entity is not required to calculate the fair value of a reporting unit unless the entity
determines that it is more likely than not that its fair value is less than its carrying amount. The ASU is effective
for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011.
The adoption of ASU No.2011-08 did not have a material impact on the MHFG Group’s consolidated results ofoperations or financial condition.
Accounting pronouncements issued but not yet effective
In December 2011, the FASB issued ASU No.2011-10, “Property, Plant, and Equipment (Topic 360)—
Derecognition of in Substance Real Estate—a Scope Clarification” (“ASU No.2011-10”). The ASU clarifies that,even when a reporting entity ceases to have a controlling financial interest in a subsidiary that is in substance realestate as a result of default on the subsidiary’s nonrecourse debt, the reporting entity would continue to include
the real estate, debt, and the results of the subsidiary’s operations in its consolidated financial statements until
legal title to the real estate is transferred to legally satisfy the debt. The ASU is effective for fiscal years andinterim periods within those years, beginning on or after June 15, 2012. The MHFG Group does not expect thatthe adoption of ASU No.2011-10 will have a material impact on its consolidated results of operations or financial
condition.
In December 2011, the FASB issued ASU No.2011-11, “Balance Sheet (Topic 210)—Disclosures about
Offsetting Assets and Liabilities” (“ASU No.2011-11”). The ASU enhances disclosures by requiring improved
information about financial instruments and derivative instruments that are either (1) offset on the statement offinancial position or (2) subject to an enforceable master netting arrangement or similar agreement, irrespectiveof whether they are offset on the statement of financial position. Under the ASU, entities are required to provide
both net and gross information for these financial instruments and derivative instruments in order to enhancecomparability between those entities that prepare their financial statements on the basis of U.S. GAAP and thoseentities that prepare their financial statements on the basis of IFRS. The ASU is effective for annual reporting
periods beginning on or after January 1, 2013 and interim periods within those annual periods. An entity should
provide the disclosures required retrospectively for all comparative periods presented. In January 2013, the
FASB issued ASU No.2013-01, “Balance Sheet (Topic 210)—Clarifying the Scope of Disclosures about
Offsetting Assets and Liabilities” (“ASU No.2013-01”). ASU No.2013-01 clarifies that the scope of ASU
No.2011-11 applies to derivatives including bifurcated embedded derivatives, repurchase agreements and reverse
repurchase agreements, and securities borrowing and securities lending transaction. ASU No.2011-11 is anaccounting principle which expands disclosure requirements, and has no impact on the MHFG Group’s
consolidated results of operations or financial condition.
In July 2012, the FASB issued ASU No.2012-02, “Intangibles—Goodwill and Other (Topic 350)—TestingIndefinite-Lived Intangible Assets for Impairment” (“ASU No.2012-02”). The ASU permits an entity first toassess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset isimpaired as a basis for determining whether it is necessary to perform the quantitative impairment test. Under
this ASU, an entity will have an option not to calculate annually the fair value of an indefinite-lived intangible
asset if the entity determines that it is not more likely than not that its fair value is less than its carrying amount.
The ASU is effective for annual and interim impairment tests performed for fiscal years beginning after
September 15, 2012. Early adoption is permitted. The MHFG Group does not expect that the adoption of ASU
No.2012-02 will have a material impact on its consolidated results of operations or financial condition.
In February 2013, the FASB issued ASU No.2013-02, Comprehensive Income (Topic 220)—Reporting ofAmounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU No.2013-02”). The ASU
F-23

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
requires an entity to present, either on the face of the statement where net income is presented or in the notes,
significant amounts reclassified out of accumulated other comprehensive income (“AOCI”) by the respective line
items of net income. The ASU also requires an entity to provide information about the amounts reclassified out
of AOCI by component. The ASU is effective for reporting periods beginning after December 15, 2012. Early
adoption is permitted. ASU No.2013-02 is an accounting principle which expands disclosure requirements, andhas no impact on the MHFG Group’s consolidated results of operations or financial condition.
In June 2013, the FASB issued ASU No.2013-08, Financial Services—Investment Companies (Topic 946)—
Amendments to the Scope, Measurement, and Disclosure Requirements (“ASU No.2013-08”). The ASU changes
the approach to the investment company assessment and requires an investment company to measurenoncontrolling ownership interests in other investment companies at fair value. The ASU also requires additional
disclosures of (a) the fact that the entity is an investment company, (b) information about changes, if any, in an
entity’s status as an investment company, and (c) information about financial support provided or contractuallyrequired to be provided by an investment company to any of its investees. The ASU is effective for an entity’s
interim and annual reporting periods in fiscal years that begin after December 15, 2013. Early adoption isprohibited. The MHFG Group is currently evaluating the potential impact that the adoption of ASU No.2013-08
will have on its consolidated results of operations and financial condition.
3. Investments
The amortized cost, gross unrealized gains and losses, and fair value of available-for-sale and held-to-maturity
securities at March 31, 2012 and 2013 are as follows:
Amortized cost

Gross unrealized Gross unrealized
gains
losses(in millions of yen)

Fair value

2012
Available-for-sale securities:
Debt securities:
Japanese government bonds . . . . . . . . . . . . . . . . . . . . . . . .
Japanese local gov’t bonds . . . . . . . . . . . . . . . . . . . . . . . . .
U.S. Treasury bonds and federal agency securities . . . . . .
Other foreign gov’t bonds . . . . . . . . . . . . . . . . . . . . . . . . . .
Agency mortgage-backed securities (Note) . . . . . . . . . . . . . .
Residential mortgage-backed securities . . . . . . . . . . . . . . .
Commercial mortgage-backed securities . . . . . . . . . . . . . .
Japanese corporate bonds and other debt securities . . . . . .
Foreign corporate bonds and other debt securities . . . . . . .
Equity securities (marketable) . . . . . . . . . . . . . . . . . . . . . . . . . .

32,629,290
269,434
101,205
443,836
971,799564,152
338,3932,560,049
525,978
1,832,468

29,428
3,222
310
969
9,381
10,3752,828
32,06618,139964,700

12,064
90
79
262
896
3,261
10,94914,5182,174
4,753

32,646,654
272,566
101,436444,543
980,284
571,266
330,272
2,577,597
541,9432,792,415

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

40,236,604

1,071,418

49,046

41,258,976

Held-to-maturity securities:
Debt securities:
Japanese government bonds . . . . . . . . . . . . . . . . . . . . . . . .
Japanese corporate bonds . . . . . . . . . . . . . . . . . . . . . . . . . .

1,800,614
1,001

14,587—62—

1,815,139
1,001

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

1,801,615

14,58762

1,816,140

F-24

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Amortized cost

Gross unrealized Gross unrealized
gains
losses(in millions of yen)

Fair value

2013
Available-for-sale securities:
Debt securities:
Japanese government bonds . . . . . . . . . . . . . . . . . . . . . . . .
Japanese local gov’t bonds . . . . . . . . . . . . . . . . . . . . . . . . .
U.S. Treasury bonds and federal agency securities . . . . . .
Other foreign gov’t bonds . . . . . . . . . . . . . . . . . . . . . . . . . .
Agency mortgage-backed securities (Note) . . . . . . . . . . . . . .
Residential mortgage-backed securities . . . . . . . . . . . . . . .
Commercial mortgage-backed securities . . . . . . . . . . . . . .
Japanese corporate bonds and other debt securities . . . . . .
Foreign corporate bonds and other debt securities . . . . . . .
Equity securities (marketable) . . . . . . . . . . . . . . . . . . . . . . . . . .

30,709,499
239,695
177,438
596,305
986,646
430,325
246,169
2,197,270
542,958
1,699,475

79,378
4,109
623
1,914
20,496
13,8897,487
22,582
17,7681,440,102

5,677
47
36
94
1,429
2,131
3,528
5,288
1,803
144

30,783,200
243,757
178,025
598,125
1,005,713
442,083
250,1282,214,564
558,923
3,139,433

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

37,825,780

1,608,348

20,17739,413,951

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

3,000,403

20,02382

3,020,344

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

3,000,403

20,02382

3,020,344

Note: Agency mortgage-backed securities presented in the above table consist of U.S. agency securities and Japanese agency securities, ofwhich the fair values were ¥150,253 million and ¥830,031 million, respectively, at March 31, 2012, and ¥143,954 million and¥861,759 million, respectively, at March 31, 2013. U.S. agency securities primarily consist of Government National Mortgage
Association or Ginnie Mae securities, which are guaranteed by the United States government. All of Japanese agency securities aremortgage-backed securities issued by Japan Housing Finance Agency, a Japanese government-sponsored enterprise.

The amortized cost and fair value of available-for-sale and held-to-maturity debt securities at March 31, 2013 bycontractual maturity are shown in the table below. Expected maturities may differ from contractual maturities
because borrowers may have the right to call or prepay obligations with or without penalties. Securities not due
at a single maturity date and securities embedded with call or prepayment options, such as mortgage-backed
securities, are included in the table below based on their original final or contractual maturities.
Available-for-sale
Held-to-maturity
debt securities
debt securities
Amortized cost
Fair value
Amortized cost
Fair value(in millions of yen)Due in one year or less . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due after one year through five years . . . . . . . . . . . . . . .
Due after five years through ten years . . . . . . . . . . . . . . .
Due after ten years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

13,345,014
16,120,370
5,058,100
1,602,821

13,349,365
16,166,503
5,115,719
1,642,931

100,032
2,900,371——

100,7702,919,574——

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

36,126,305

36,274,518

3,000,403

3,020,344

F-25

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
In accordance with ASC 320, “Investments—Debt and Equity Securities” (“ASC 320”), for debt securities, if anentity has the intent to sell a debt security or more likely than not will be required to sell a debt security before
recovery of its amortized cost basis, the full amount of an other-than-temporary impairment loss shall berecognized immediately through earnings. Other than either case described above, an entity must evaluate
expected cash flows to be received and determine if a credit loss exists, and if so, the amount of other-thantemporary impairment related to the credit loss shall be recognized in earnings, while the remaining decline infair value shall be recognized in other comprehensive income, net of applicable taxes. For equity securities, if anequity security is deemed other-than-temporarily impaired, it shall be written down to fair value, with the fulldecline recognized in earnings.
The MHFG Group performs periodic reviews to identify impaired securities. Impairment is evaluatedconsidering the length of time and extent to which the fair value has been below cost, the financial condition andnear-term prospects of the issuer, as well as the MHFG Group’s ability and intent to hold the investments for anadequate period of time until an anticipated market price recovery or maturity.
For the fiscal years ended March 31, 2011, 2012 and 2013, the MHFG Group recognized in earnings other-thantemporary impairment on available-for-sale securities of ¥77,042 million, ¥117,029 million and ¥76,393 million,
respectively, of which ¥12,394 million, ¥7,238 million and ¥4,085 million, respectively, were on debt securitiesand ¥64,648 million, ¥109,791 million and ¥72,308 million, respectively, were on equity securities. No
impairment losses were recorded on held-to-maturity securities for the periods.
The other-than-temporary impairment losses for debt securities were mainly attributable to the decline in the fairvalue of residential mortgage-backed securities (“RMBS”) and commercial mortgage-backed securities(“CMBS”) that the MHFG Group had the intent to sell. In accordance with ASC 320-10-35-33A andASC 320-10-35-34B, the other-than-temporary impairment of these securities was recognized in earnings. There
has never been any amount related to credit losses recognized in earnings on debt securities where a portion ofother-than-temporary impairment was recognized in other comprehensive income.
The other-than-temporary impairment losses for equity securities were mainly attributable to the decline in the fairvalue of Japanese equity securities. Certain equity securities were determined not to be other-than-temporarily
impaired as the length of time that their fair values were below their costs were reasonably short and/or the
impairments were immaterial in amount.

F-26

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following tables show the gross unrealized losses and fair value of available-for-sale and held-to-maturity
securities, aggregated by the length of time that individual securities have been in a continuous unrealized loss
position, at March 31, 2012 and 2013:
Less than 12 months 12 months or more
Gross
Gross
Fair
unrealized
Fair
unrealized
value
lossesvalue
losses(in millions of yen)

Total
Fair
value

Gross
unrealized
losses2012
Available-for-sale securities:
Debt securities:
Japanese government bonds . . . . . . . . . . . . . . . . . . . . . . . . 12,325,775
Japanese local gov’t bonds . . . . . . . . . . . . . . . . . . . . . . . . .
25,251
U.S. Treasury bonds and federal agency securities . . . . . .
40,503
Other foreign gov’t bonds . . . . . . . . . . . . . . . . . . . . . . . . . .
205,750
Agency mortgage-backed securities (1) . . . . . . . . . . . . . . . .
229,915
Residential mortgage-backed securities . . . . . . . . . . . . . . .
39,480Commercial mortgage-backed securities . . . . . . . . . . . . . .
6,639
Japanese corporate bonds and other debt securities . . . . . .
477,021
Foreign corporate bonds and other debt securities . . . . . . .
103,500
Equity securities (marketable) . . . . . . . . . . . . . . . . . . . . . . . . . . .
61,355

3,501
80
79
227
628
544
41
1,725
619
4,388

683,322
5,743
—
7,312
102,451
153,112
192,865
292,956
93,087
2,039

8,563
10
—
35
268
2,717
10,908
12,7931,555
365

13,009,097
30,99440,503
213,062
332,366
192,592
199,504
769,977
196,587
63,394

12,064
90
79
262
896
3,261
10,94914,5182,174
4,753

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,515,189

11,832

1,532,887

37,214

15,048,076

49,046

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

49,95062——

49,95062

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

49,95062——

49,95062

F-27

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Less than 12 months 12 months or more
Gross
Gross
Fair
unrealized Fair unrealized
value
lossesvalue
losses(in millions of yen)

Total
Gross
Fair
unrealized
value
losses2013
Available-for-sale securities:
Debt securities:
Japanese government bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,059,495
Japanese local gov’t bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27,243
U.S. Treasury bonds and federal agency securities . . . . . . . . . .
69,168Other foreign gov’t bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 207,942
Agency mortgage-backed securities (2) . . . . . . . . . . . . . . . . . . .
90,832
Residential mortgage-backed securities . . . . . . . . . . . . . . . . . . .
12,778Commercial mortgage-backed securities . . . . . . . . . . . . . . . . . .
7,159
Japanese corporate bonds and other debt securities . . . . . . . . . .
88,146
Foreign corporate bonds and other debt securities . . . . . . . . . . .
54,599Equity securities (marketable) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,488

1,520
47
36
94
1,429
9
111
333
114
128

406,684————
122,363
122,588
222,516
65,417
699

4,157
—
—
—
—
2,122
3,417
4,955
1,689
16

5,466,179
27,243
69,168207,942
90,832
135,141
129,747
310,662
120,016
9,187

5,677
47
36
94
1,429
2,131
3,528
5,288
1,803
144

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,625,850

3,821

940,267

16,3566,566,117

20,177

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

199,73082——

199,73082

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

199,73082——

199,730

82

Notes:(1) Agency mortgage-backed securities presented in the above table consist of U.S. agency securities and Japanese agency securities, ofwhich the fair values were ¥25,251 million and ¥307,115 million, respectively, at March 31, 2012. U.S. agency securities primarily
consist of Government National Mortgage Association or Ginnie Mae securities, which are guaranteed by the United States
government. All of Japanese agency securities are mortgage-backed securities issued by Japan Housing Finance Agency, a Japanese
government-sponsored enterprise.
(2) Agency mortgage-backed securities presented in the above table represent U.S. agency securities.

The unrealized losses on investments in a continuous loss position for 12 months or more at March 31, 2013
were attributed mainly to Japanese government bonds, RMBS, CMBS, and Japanese corporate bonds and otherdebt securities. The MHFG Group did not intend to sell those securities and it was not more likely than not that
the Group would be required to sell them before recovery of their amortized cost basis. Those securities were notconsidered other-than-temporarily impaired. As to RMBS, CMBS, and Japanese corporate bonds and other debt
securities with similar credit risks as the other-than-temporarily impaired securities, the Group determined that itwas expected to recover their entire amortized cost basis, after considering various factors such as the extent towhich their fair values were below their amortized costs, the external and/or internal ratings and the present
values of cash flows expected to be collected. As to Japanese government bonds, since the unrealized losses had
not resulted from credit deterioration, but primarily from changes in interest rates, their entire amortized costbasis was expected to be collected.

F-28

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the fiscal years ended March 31, 2011, 2012 and 2013, gross realized gains on sales of available-for-salesecurities were ¥194,908 million, ¥100,371 million and ¥193,298 million, respectively, and gross realized losseson those sales were ¥40,376 million, ¥28,840 million and ¥21,422 million, respectively.
Other investments
The following table summarizes the composition of other investments:
2012
2013
(in millions of yen)

Equity method investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments held by consolidated investment companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other equity interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

231,730
190,343
560,816

225,696
75,780536,659

Total other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

982,889

838,135

Equity method investments
Investments in investees over which the MHFG Group has the ability to exert significant influence are accounted
for using the equity method of accounting. Such investments included marketable equity securities carried at¥59,703 million and ¥68,289 million, at March 31, 2012 and 2013, respectively. The aggregated market values of
those marketable equity securities were ¥60,661 million and ¥111,543 million, respectively. These amounts
included an investment in the Joint Stock Commercial Bank for Foreign Trade of Vietnam, which was made in
December 2011.
On September 22, 2010, the MHFG Group converted certain preferred shares of Orient Corporation (“Orico”)
into the common shares of Orico. As a result of the effective acquisition of such common shares, the Group’s
proportionate share to the total outstanding common shares of Orico increased to 27.1%. Since then, the Group’s
investments in common shares of Orico have been classified as equity method investments. The Group’s
proportionate share as of March 31, 2013 was 24.6%. Retroactive application of the equity method of accounting
to the investments in Orico did not have a material effect on the Group’s consolidated results of operations,financial condition, or retained earnings. The Group and a certain third party still hold convertible preferredshares of Orico, and if fully converted, the Group’s proportionate share to the total outstanding common sharesof Orico would increase to 58.0%.
Investments held by consolidated investment companies
The MHFG Group consolidates certain investment companies for which it has control either through ownershipor other means. Investment companies are subject to specialized industry accounting which requires investments
to be carried at fair value, with changes in fair value recorded in earnings. The MHFG Group maintains thisspecialized industry accounting for investments held by consolidated investment companies, which consist of
marketable and non-marketable investments.
Other equity interests
Other equity interests consist primarily of non-marketable equity securities outside the scope of ASC 320, forwhich the MHFG Group has neither significant influence nor control over the investees. These securities arestated at acquisition cost, with other-than-temporary impairment, if any, included in earnings. The fair values ofthese securities at March 31, 2012 and 2013 were not readily determinable. The MHFG Group monitors thestatus of each investee, including its credit rating, to determine whether impairment losses should be recognized.
F-29

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
4. Loans
The table below presents loans outstanding by domicile and industry of borrower at March 31, 2012 and 2013:
2012
2013
(in millions of yen)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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7,586,608
7,270,414
3,981,279
5,295,142
3,200,570
3,501,266
6,911,725
4,318,959

8,078,871
7,477,853
3,972,011
5,355,974
3,147,106
3,142,998
6,907,426
4,521,994

11,191,410
719,346

11,234,561
741,519

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

53,976,719

54,580,313

Foreign:
Commercial and industrial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Government and public institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other (Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8,146,215
3,343,181
521,988
90,470

10,481,071
4,088,651
595,911
199,518

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

12,101,854

15,365,151

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

66,078,573
89,511

69,945,464
111,981

Total loans before allowance for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

65,989,062

69,833,483

Note: Other industries of domestic and other of foreign include trade receivables and lease receivables of
consolidated VIEs.
Net losses on sales of loans were ¥886 million, ¥4,576 million and ¥853 million, of which valuation losses
related to loans held for sale accounted for at the lower of cost or fair value were ¥645 million, ¥3,435 millionand ¥54 million for the fiscal years ended March 31, 2011, 2012 and 2013, respectively.
Credit quality information
Under the MHFG Group’s credit risk management, the Group uses an internal rating system that consists ofcredit ratings and pool allocations 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 theultimate possibility of incurrence of losses for individual loan by taking into consideration various factors such as
collateral or guarantee involved. In principle, obligor ratings are applied to all obligors except those to whichpool allocations are applied, and are subject to regular review at least once a year as well as special review whichis required whenever the obligor’s credit standing changes. Pool allocations are applied to small balance loans.
The Group pools loans with similar risk characteristics, and the risk is assessed and managed according to such
pool. The Group generally reviews the appropriateness and effectiveness of the approach to obligor ratings andpool allocations once a year in accordance with predetermined procedures.
F-30

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, MHCB and MHTB:
Obligor category

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 for theforeseeable 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 environmental changes is
low.

E1

Obligors that require observation going forward because of either
minor concerns regarding their financial position, or somewhat weakor 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 of principal
or interest payments, or problems with their financial position as aresult of their weak or unstable business condition.

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 are receiving ongoingsupport from financial institutions).

Substantially bankrupt

G

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.

Bankrupt

H

Obligors that have become legally or formally bankrupt.

Watch

F-31

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, 2012 and 2013:
Normal obligors
C-D
Retail (2)Watch obligors excluding
special attention obligors (1) Impaired
Other (3)E1-E2 Retail (2) Other (3)loans(in millions of yen)Total

3,915,950

2,545,195

121,101

326,741

346,323

25,504

9,088

296,706

7,586,608

2,212,752
1,903,329
1,709,599

3,550,102
1,500,985
2,677,141

687,440
225,458
261,228

154,900
2,611
88,693

430,372
198,066
303,264

28,683
31,94354,582679—
97

205,486
118,887
200,538

7,270,414
3,981,279
5,295,142

2,115,552

852,938

92,915265

71,995

13,40254

53,4493,200,570

2,670,218

603,291

2,105

387

213,431201—

11,6333,501,266

6,857,436
1,203,546—

11,125—
43,164
897,378
3,137 2,107,898
189,208 11,097,497 183,133——
11,462515
47,078 125,277—
90,990
4,363

A-B
2012
Domestic:
Manufacturing . . . . . . . . . . . .
Construction and realestate . . . . . . . . . . . . . . . . .
Services . . . . . . . . . . . . . . . . .
Wholesale and retail . . . . . . . .
Transportation andcommunications . . . . . . . . .
Banks and other financial
institutions . . . . . . . . . . . . .
Government and public
institutions . . . . . . . . . . . . .
Other industries . . . . . . . . . . .
Individuals . . . . . . . . . . . . . . .

—6,911,725
4,033 4,318,959
264,200 11,910,756

Total domestic . . . . . . . . 22,588,382 12,827,363 12,490,881 2,907,792 1,621,991 280,107 105,271 1,154,932 53,976,719
Foreign:
Total foreign . . . . . . . . . .

6,310,641

3,176,830

3,409 1,404,505

960,170

191

91,223

154,885 12,101,854

Total . . . . . . . . . . . . . . . . . . . . . . . . 28,899,023 16,004,193 12,494,290 4,312,297 2,582,161 280,298 196,494 1,309,817 66,078,573

2013
Domestic:
Manufacturing . . . . . . . . . . . .
Construction and realestate . . . . . . . . . . . . . . . . .
Services . . . . . . . . . . . . . . . . .
Wholesale and retail . . . . . . . .
Transportation andcommunications . . . . . . . . .
Banks and other financial
institutions . . . . . . . . . . . . .
Government and public
institutions . . . . . . . . . . . . .
Other industries . . . . . . . . . . .
Individuals . . . . . . . . . . . . . . .

4,171,212

2,615,406

119,183

307,946498,638

22,5698,013

335,904

8,078,871

2,524,644
1,736,931
1,853,573

3,486,850
1,734,482
2,699,053

659,844
219,089
261,322

148,893
4,035
83,065387,254
160,754
236,545

20,671
26,621
49,710664—
11249,033
90,099172,695

7,477,853
3,972,011
5,355,974

2,236,404

685,237

94,233350

59,573

12,274—59,035

3,147,106

2,246,804

666,197

2,172

5,311

208,510221—

13,783

3,142,998

6,797,133
1,620,061—

11,729—98,564743,214
3,341 2,058,974
191,360 11,219,209 170,768——
13,044448
33,618 121,468—
77,548
4,032

Total domestic . . . . . . . . 23,186,762 12,833,528 12,578,393 2,877,906 1,597,936 253,982—
6,907,426
5,364 4,521,994
235,625 11,976,080

90,268 1,161,538 54,580,313

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

8,293,654

3,650,488

4,881 2,021,284

980,343

137 111,684

302,680 15,365,151

Total . . . . . . . . . . . . . . . . . . . . . . . . 31,480,416 16,484,016 12,583,274 4,899,190 2,578,279 254,119 201,952 1,464,218 69,945,464
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
impaired.
(2) Amounts represent small balance, homogeneous loans which are subject to pool allocations.
(3) Non-impaired loans held by subsidiaries other than MHBK, MHCB and MHTB constitute Other, since their portfolio segments are not
identical to those used by MHBK, MHCB and MHTB.

F-32

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Impaired loans
The MHFG Group considers loans to be impaired 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 loan. The
Group determines loans to special attention, intensive control, substantially bankrupt and bankrupt obligors as
impaired loans, and all of the Group’s impaired loans are designated as nonaccrual loans. The Group does nothave 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
impaired loans. The table below presents impaired loans information at March 31, 2012 and 2013.
Recorded investment (1)Notrequiring an
Requiring an allowance
UnpaidAverage
Interest
allowance forfor loanprincipal
Relatedrecordedincomeloan losses
losses (2)Totalbalance allowance (3) investment recognized (4)(in millions of yen)
2012
Domestic:
Manufacturing . . . . . . . . . . . . . . . . . . . . .
Construction and real estate . . . . . . . . . .
Services . . . . . . . . . . . . . . . . . . . . . . . . . .
Wholesale and retail . . . . . . . . . . . . . . . .
Transportation and communications . . . .
Banks and other financial institutions . . .
Other industries . . . . . . . . . . . . . . . . . . . .
Individuals . . . . . . . . . . . . . . . . . . . . . . .

287,471
158,339
105,809
188,23147,103
11,577
3,995
134,886

9,235
47,147
13,07812,3076,346
56
38
129,314

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

937,411217,521296,706
205,486
118,887
200,538
53,449
11,633
4,033
264,200

318,736
246,189
139,842
221,300
56,814
12,761
4,137
296,466

103,601
43,77033,233
74,23518,7205,105
3,668
12,461

301,383
232,473
117,306
190,179
55,1368,385
3,144
276,518

4,397
3,167
2,346
3,590
1,125
348
55
5,237

1,154,932 1,296,245

294,793

1,184,524

20,265

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

141,572

13,313

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

1,078,983

230,834

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

325,727
189,060
77,982
160,477
55,202
13,727
5,224
116,875

10,17759,973
12,117
12,2183,833
56
140
118,750

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

944,274

217,264

157,887

62,047

134,6143,158

1,309,817 1,454,132

154,885

356,840

1,319,138

23,423365,049
269,770
106,397
189,23161,554
13,821
5,484
252,182

118,475
46,574
22,15362,962
18,870
5,007
3,818
9,429

299,978
227,920
103,113
186,594
54,633
11,9504,791
250,718

5,297
2,824
1,949
3,076
1,220
227
73
4,343

1,161,538 1,263,488

287,288

1,139,697

19,0092013
335,904
249,033
90,099172,695
59,035
13,783
5,364
235,625

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

297,859

4,821

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

1,242,133

222,085

305,801

119,053

220,561

5,321

1,464,218 1,569,289

302,680

406,341

1,360,258

24,330Notes:(1) Amounts also represent the outstanding balances of nonaccrual loans. The MHFG Group’s policy for placing loans in nonaccrual status
is completely corresponded to the Group’s definition of impaired loans.
(2) These impaired loans do not require an allowance for loan losses because the MHFG Group has sufficient collateral to cover probableloan losses.
(3) The allowance for loan losses on impaired loans includes those for groups of small balance, homogeneous loans totaling¥504,750 million as of March 31, 2013 which were collectively evaluated for impairment, in addition to those that were individually
evaluated for impairment.
(4) Amounts represent gross interest income on impaired loans which were included in Interest income on loans.

The remaining balance of impaired loans which had been partially charged off were ¥58,474 million and¥51,720 million as of March 31, 2012 and 2013, respectively.
F-33

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Troubled debt restructurings
The MHFG Group considers restructuring, with respect to which concessions that it would not otherwise
consider were granted to obligors in financial difficulty, as TDR. The Group considers the relevant obligor to bein financial difficulty when its obligor rating is at E2 or below. The following table presents TDRs that weremade during the fiscal years ended March 31, 2012 and 2013.
Interest rate
Loan forgiveness or debt toreduction and/or
equity swaps
Postponement ofRecordedprincipal and/or
investment (1) Charge-offs (2)interest(in millions of yen)

2012
Domestic:
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction and real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Wholesale and retail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transportation and communications . . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . . . . . . . . . . . . . . . .
Other industries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Individuals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign:
Total foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013
Domestic:
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction and real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Wholesale and retail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transportation and communications . . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . . . . . . . . . . . . . . . .
Other industries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Individuals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign:
Total foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9,467
—
—
2,793
—
—
—
—
12,260

7,578
—
—
1,441
—
—
—
—
9,019

189,978
74,399109,576
233,70353,64423,7893,652
60,209748,950—
12,260—9,019

69,576
818,526

—
—
—
—
—
—
—
—
—

—
—
—
1,243
—
—
—
—
1,243

277,957
129,908
68,930218,497
52,206
34,468
1,809
62,160845,935

1,062
1,062

3,750
4,993

140,064
985,999

Notes:(1) Amounts represent book values of loans immediately after the restructurings.
(2) Charge-offs represent the loss impact on the consolidated statements of income for the fiscal year that
resulted from the restructurings.

F-34

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 category of substantially bankrupt or bankrupt. The following table presents payment defaults occurred during
the fiscal years ended March 31, 2012 and 2013 with respect to the loans modified as TDR within the previous
twelve months.
Recorded investment
2012
2013
(in millions of yen)Domestic:
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction and real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Wholesale and retail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transportation and communications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other industries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Individuals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign:
Total foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7,337
4,116
7,863
9,999
20,278——800
50,39318,74018,751
5,976
19,920
4,386
—
—
5,517
73,2903,475
53,868

6,374
79,664Age analysis of past due loans
The table below presents an analysis of the age of the recorded investment in loans that are past due at March 31,
2012 and 2013:30-59 days 60-89 days
past duepast due

90 days or
Total past
more past duedue(in millions of yen)

Current

Total

2012
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,587
6,395
3,325
5,577
630
—
—
62
41,802

2,409
4,864
2,436
2,212
5,859
—
—
—
23,18946,35359,307
14,571
17,745
7,591
6
—
174
85,96452,34970,566
20,332
25,534
14,0806—236
150,955

7,534,259
7,199,848
3,960,947
5,269,608
3,186,490
3,501,260
6,911,725
4,318,723
11,759,801

7,586,608
7,270,414
3,981,279
5,295,142
3,200,570
3,501,266
6,911,725
4,318,959
11,910,756

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

61,37840,969231,711

334,058

53,642,661

53,976,719

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

2,137

5,728

14,531

22,396

12,079,458

12,101,854

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

63,515

46,697

246,242

356,454

65,722,119

66,078,573

Foreign:

F-35

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
30-59 days 60-89 days
past duepast due

90 days or
Total past
more past duedue(in millions of yen)

Current

Total

2013
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,788
11,815
3,385
2,771
711
—
—
—
41,987

1,911
4,038
1,916
2,851
558
—
—
18
24,114

32,83069,333
13,82916,483
3,687
6
—
122
69,77438,52985,186
19,13022,105
4,956
6
—
140
135,875

8,040,342
7,392,667
3,952,881
5,333,869
3,142,150
3,142,992
6,907,426
4,521,854
11,840,205

8,078,871
7,477,853
3,972,011
5,355,974
3,147,106
3,142,998
6,907,426
4,521,994
11,976,080

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

64,45735,406

206,064

305,927

54,274,386

54,580,313

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

127

885

11,132

12,144

15,353,007

15,365,151

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

64,58436,291

217,196

318,071

69,627,393

69,945,464

5. Allowance for loan losses
In accordance with ASC 450, a formula-based allowance utilizing historical loss factors, after adjusted forexisting economic conditions where appropriate, is applied to groups of non-homogeneous loans and smallbalance, homogeneous loans which have not been identified as impaired. In MHBK, MHCB(Note) and MHTB,
when management estimates probable credit losses to determine the allowance for loan losses, small balance,
homogeneous loans are classified in the retail portfolio segment to which pool allocations apply, and loans otherthan classified in the retail portfolio segment are classified in the corporate portfolio segment. The corporate
portfolio segment consists of loans originated by MHBK, MHCB and MHTB, and includes mainly businessloans such as those used for working capital and capital expenditure, as well as loans for which the primarysource of repayment of the obligation is income generated by the relevant assets such as project finance, asset
finance and real estate finance. The retail portfolio segment consists mainly of residential mortgage loans,originated by MHBK. The other portfolio segment consists of loans of subsidiaries other than MHBK, MHCB
and MHTB, such as consolidated VIEs and overseas subsidiaries. See Note 1 “Basis of presentation andsummary of significant accounting policies” for further detail of the methodology used to determine allowance
for loan losses and Note 4 “Loans” for further detail of obligor ratings and pool allocations.
Note: MHBK and MHCB merged on July 1, 2013 and were launched as the new MHBK.

F-36

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Changes in Allowance for loan losses by portfolio segment for the fiscal years ended March 31, 2011, 2012 and2013 are shown below:
Corporate

RetailOther(in millions of yen)Total

2011(1) (2)Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

736,630

119,749

23,054879,433

Provision (credit) for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(47,532)

33,352

14,827647

Charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

163,269
45,213

3,258
1,499

18,063
934

184,590
47,646

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

118,056

1,759

17,129136,944

Others (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(7,926)—(680)(8,606)

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

563,116

151,342

20,072734,530

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

563,116

151,342

20,072734,530

Provision (credit) for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(19,433) (21,375) 17,764(23,044)

Charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

54,59948,354

5,133
1,442

20,4102,460

80,142
52,256

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

6,245

3,691

17,95027,886

Others (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1,963)

—

1,055

(908)

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

535,475

126,276

20,941

682,692

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

535,475

126,276

20,941

682,692

Provision (credit) for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

137,549(14,180) 16,578

139,947

Charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

69,84527,447

4,249
1,342

20,503
2,911

94,59731,700Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

42,3982,907

17,59262,897

Others (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

11,269—1,946

13,215

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

641,895

109,189

21,873772,957

2012

2013

Notes:(1) Prior impaired loans portfolio segment has been disaggregated into corporate and retail portfolio segments.
(2) Certain Allowance for loan losses booked in other portfolio segment is classified to retail portfolio segment,
as such allowance is set for loans in retail portfolio segment. The amounts for the fiscal year ended
March 31, 2011 have been modified to conform to the current period’s presentation.
(3) Others include primarily foreign exchange translation.

F-37

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The table below presents Allowance for loan losses and loans outstanding by portfolio segment disaggregated on
the basis of impairment method at March 31, 2012 and 2013:
Corporate

RetailOther(in millions of yen)

Total

2012
Allowance for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . .

535,475

126,276

20,941

682,692of which individually evaluated for impairment . . . . . .
of which collectively evaluated for impairment . . . . . .

252,853
282,622

23,396
102,880

9,333
11,608285,582
397,110Loans (Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

48,572,906

12,959,663

4,546,004

66,078,573

of which individually evaluated for impairment . . . . . .
of which collectively evaluated for impairment . . . . . .

667,824
47,905,082

55,14912,904,514

43,0744,502,930

766,047
65,312,526

2013
Allowance for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . .

641,895

109,189

21,873772,957

of which individually evaluated for impairment . . . . . .
of which collectively evaluated for impairment . . . . . .

398,622
243,273

14,81594,374

9,247
12,626422,684
350,273

Loans (Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

51,801,814

13,007,792

5,135,858

69,945,464

of which individually evaluated for impairment . . . . . .
of which collectively evaluated for impairment . . . . . .

1,160,489
50,641,325

45,961
12,961,831

59,974
5,075,884

1,266,424
68,679,040

Note: Amounts represent loan balances before deducting unearned income and deferred loan fees.
In the fiscal years ended March 31, 2011 and 2012, Provision for loan losses decreased by ¥221,455 million and¥23,691 million, respectively, from the previous fiscal years. Both of the decreases were due mainly to upgradesin the obligor category of a broad range of borrowers as a result of the effectiveness of the MHFG Group’s credit
management activities which was enhanced against the backdrop of the improving domestic economic
environment, reflecting the continuing gradual recovery of the Japanese economy.
In the fiscal year ended March 31, 2013, Provision for loan losses increased by ¥162,991 million from theprevious fiscal year. The increase was due primarily to an increase in allowance for loan losses as a result of anincrease in foreign impaired loans that required an allowance for loan losses and of increased estimated loss
reflecting changes in business environment surrounding some domestic obligors, offset in part by the effects ofthe continuing gradual recovery of the Japanese economy.

F-38

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
6. Premises and equipment
Premises and equipment at March 31, 2012 and 2013 consist of the following:
2012
2013
(in millions of yen)

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

271,083
735,188
480,068
89,20011,575
668,448

268,948
743,473418,647
90,30623,875
657,702

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

2,255,562
1,150,693

2,202,951
1,110,962

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

1,104,869

1,091,989

Depreciation and amortization expense for premises and equipment for the fiscal years ended March 31, 2011,2012 and 2013 was ¥162,128 million, ¥160,231 million and ¥151,550 million, respectively.
Premises and equipment under capital leases, which is primarily comprised of data processing equipment,
amounted to ¥45,392 million and ¥49,727 million at March 31, 2012 and 2013, respectively. Accumulated
depreciation and amortization on such premises and equipment at March 31, 2012 and 2013 amounted to¥28,254 million and ¥27,830 million, respectively.
7. Goodwill and intangible assets
Goodwill
The changes in Goodwill during the fiscal years ended March 31, 2011, 2012 and 2013 were as follows:GlobalGlobalCorporate
Retail
Group
Group
Total
(in millions of yen)

2011
Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill acquired (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment losses recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—
1,973
—
—
1,973

15,016
—
9,379
—
5,637

Gross amount of goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated impairment losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

27,68825,71539,559 67,247
33,922 59,637

2012
Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill acquired (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment losses recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,973
—
—
(130)
1,843

5,637
3,776
5,637
16
3,792

Gross amount of goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated impairment losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

27,55825,71543,351 70,909
39,559 65,274

F-39

15,016
1,973
9,379
—
7,610

7,610
3,776
5,637
(114)
5,635

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
GlobalGlobalCorporate
Retail
Group
Group
Total
(in millions of yen)

2013
Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment losses recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,843
—
—
336
2,179

3,792
—
—
176
3,968

Gross amount of goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated impairment losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

27,89425,715

43,527 71,421
39,559 65,274

5,635
—
—
512
6,147

Notes:(1) Goodwill acquired is entirely related to the acquisition of Eurekahedge Pte, LTD.
(2) Goodwill acquired is entirely related to the acquisition of PT. Mizuho Balimor Finance.
Due to prolonged severe business environment for the former MHIS, it was determined that the carrying amountof the former MHIS operating segment exceeded its fair value, and therefore, goodwill impairment losses of¥9,379 million and ¥5,637 million were recognized in the Global Retail Group during the fiscal years ended
March 31, 2011 and 2012, respectively.
Intangible assets
The table below presents the gross carrying amount, accumulated amortization and net carrying amount ofintangible assets, at March 31, 2012 and 2013.
2012
Gross
carrying
amountAccumulated
amortization

2013
Net
Gross
carrying carrying
amountamount(in millions of yen)

Accumulated
amortization

Net
carrying
amountIntangible assets subject to amortization:
Customer relationships (Note) . . . . . . . . . . . 73,949
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,399

13,721
2,071

60,228328

73,9492,363

19,2382,050

54,711
313

Total . . . . . . . . . . . . . . . . . . . . . . . . . 76,348

15,79260,55676,312

21,28855,024

9,744

—

9,744

9,450

—

9,450

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86,092

15,79270,30085,762

21,28864,474

Intangible assets not subject to amortization:
Total . . . . . . . . . . . . . . . . . . . . . . . . .

Note: Customer relationships were acquired by the merger of MHSC and Shinko on May 7, 2009. See Note 1“Basis of presentation and summary of significant accounting policies” for further information.
For the fiscal years ended March 31, 2011, 2012, and 2013, the MHFG Group recognized ¥5,292 million,¥5,490 million, and ¥5,615 million, respectively, of amortization expenses for intangible assets.

F-40

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The table below presents the estimated aggregate amortization expenses for intangible assets for the next five
years:(in millions of yen)

Fiscal year ending March 31:
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5,668
5,331
5,038
4,760
4,579

8. Pledged assets and collateral
The following amounts, by balance sheet classifications, have been pledged as collateral for borrowings and forother purposes at March 31, 2012 and 2013:
2012
2013
(in billions of yen)Interest-bearing deposits in other banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4712,124
17,912
9,107
1,009

28
13,752
15,9398,860
900

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

40,19939,479The associated liabilities collateralized by the above assets at March 31, 2012 and 2013 are summarized below:
2012
2013
(in billions of yen)

Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Call money and funds purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payables under repurchase agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payables under securities lending transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

450
1,596
5,393
7,635
9,825
3,129

259
1,580
7,726
11,092
5,626
321

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

28,02826,604The Bank of Japan (“the BOJ”) requires private depository institutions to maintain a certain amount of funds as
reserves in current accounts with the BOJ, based on average deposit balances and certain other factors. There aresimilar reserve deposit requirements for foreign offices engaged in banking businesses in foreign countries. At
March 31, 2012 and 2013, 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 ¥5,656 billion and¥10,507 billion, respectively. Those balances included the reserve funds required to be maintained by the MHFG
Group, which amounted to ¥1,050 billion and ¥1,099 billion at March 31, 2012 and 2013, respectively.
At March 31, 2012 and 2013, the MHFG Group had received collateral that can be sold or repledged, with a fairvalue of ¥14,704 billion and ¥15,501 billion, respectively, of which ¥11,859 billion and ¥13,834 billion,
respectively, were sold or repledged. Such collateral was primarily obtained under resale or securities borrowing
agreements, and was used generally as collateral under repurchase or securities lending agreements, or to covershort sales.
F-41

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
9. Deposits
The balances of time deposits and certificates of deposit issued by domestic offices in amounts of ¥10 million(approximately US$106 thousand at the Federal Reserve Bank of New York’s noon buying rate on March 31,2013) or more as well as the balances of those deposits issued by foreign offices in amounts of US$100,000 or
more at March 31, 2012 and 2013 are as follows:
2012
2013
(in millions of yen)Domestic offices:Time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certificates of deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

17,232,463
8,397,493

18,302,196
11,393,094

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

25,629,956

29,695,290

Foreign offices:Time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certificates of deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6,420,138
3,427,254

8,209,016
3,933,688

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

9,847,392

12,142,704

The aggregate amount of demand deposits in overdraft status that have been reclassified as loan balances at
March 31, 2012 and 2013 was ¥540 billion and ¥543 billion, respectively.
The balance and remaining maturities of time deposits and certificates of deposit issued by domestic and foreign
offices at March 31, 2013 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

23,905,299
2,115,618
1,395,615
356,805
392,889
135,049

11,386,754
6,340
—
—
—
—

35,292,053
2,121,958
1,395,615
356,805
392,889
135,049

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

28,301,275

11,393,094

39,694,369

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

8,202,339
5,381
3,140
1,948
883
401

3,927,672
6,016
—
—
—
—

12,130,011
11,397
3,140
1,948
883
401

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

8,214,092

3,933,688

12,147,780

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

36,515,367

15,326,782

51,842,149

F-42

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
10. Due to trust accounts
MHTB and TCSB, which are MHFG’s subsidiary trust banks, hold assets on behalf of their customers in an
agent, fiduciary or trust capacity. Such trust account assets are not the MHFG Group’s proprietary assets and aremanaged and accounted for separately. However, the cash of individual trust accounts is often placed withMHTB and TCSB for the customers’ short-term investment needs. These amounts which MHTB and TCSB owe
to the trust accounts are recorded as Due to trust accounts.
On April 1, 2010, the MHFG Group consolidated certain guaranteed principal money trusts. See Note 24“Variable interest entities and securitizations” for further discussion of the guaranteed principal money trust.
11. Long-term debt
Long-term debt with original maturities of more than one year at March 31, 2012 and 2013 is comprised of thefollowing:
2012
2013
(in millions of yen)

Obligations under capital leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20,851
Loan participation borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
59,517
Senior borrowings and bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,438,602
Subordinated borrowings and bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,942,848
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,461,818

24,40662,332
4,784,010
3,931,475
8,802,223

The following table presents interest rates and maturities of senior borrowings and bonds, and subordinatedborrowings and bonds:
Interest rates (1)(%)

Maturities (2)

2012
2013
(in millions of yen)

Senior borrowings and bonds:
fixed rate denominated in Japanese yen . . . . . . . . 0.00-6.63 Apr. 2013-Jul. 2040 2,884,693 2,741,475
fixed rate denominated in U.S. dollars . . . . . . . . . 0.01-7.49 Apr. 2013-Perpetual 126,371 520,714
fixed rate denominated in other currencies . . . . . . 3.90-5.00 Sep. 2014-Nov. 2022
63
683
floating rate denominated in Japanese yen . . . . . . 0.00-17.68 Apr. 2013-Mar. 2043 1,117,315 1,065,708
floating rate denominated in U.S. dollars . . . . . . . 0.00-7.00 Apr. 2013-Mar. 2028 309,567 426,515
floating rate denominated in other currencies . . . . 0.05-0.48 Feb. 2014-Jul. 2014
593
28,915
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,438,602 4,784,010
Subordinated borrowings and bonds:
fixed rate denominated in Japanese yen . . . . . . . . 1.09-4.74 Apr. 2013-Perpetual 3,366,558 3,393,092
fixed rate denominated in U.S. dollars . . . . . . . . . 4.30-14.91 Apr. 2014-Perpetual 243,299 419,383
floating rate denominated in Japanese yen . . . . . . 0.93-2.73 May 2013-Perpetual 331,348 119,000
floating rate denominated in U.S. dollars . . . . . . .
—
—
1,643
—
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,942,848 3,931,475
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,381,450 8,715,485
Notes:(1) The interest rates shown are the range of contractual rates in effect at March 31, 2013.
(2) Maturity information shown is the range of maturities at March 31, 2013.
(3) None of the long-term debt issues listed above is 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-43

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, 2013:(in millions of yen)

Fiscal years ending March 31:
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

847,915
1,169,892
1,164,627
772,925
985,673
3,861,191

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

8,802,223

12. Other assets and liabilities
The following table sets forth the details of other assets and liabilities at March 31, 2012 and 2013:
2012
2013
(in millions of yen)

Other assets:
Accounts receivable from brokers, dealers and customers for securities
transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Collateral provided for derivative transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid pension cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Miscellaneous receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Stabilization Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

815,064
822,358
6,509
70,660106,682
6,650
189,146
566,846

907,671742,307
153,414120,322102,0319,820—
566,386

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

2,583,915

2,601,951

Other liabilities:
Accounts payable to brokers, dealers and customers for securities transactions . . . . 1,865,871
Guaranteed trust principal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
550,869
Collateral accepted for derivative transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
366,928
Factoring amounts owed to customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
371,602
Miscellaneous payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
296,690
Unearned income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
141,967
Accrued pension liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27,060
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
923,775

1,560,345
535,720
503,101
375,933
260,665
141,189
24,793966,380

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

4,368,126

4,544,762

Financial Stabilization Funds
The Financial Stabilization Funds were initiated in 1996 by the Japanese government in connection with theliquidation of certain failed housing-loan companies. Several financial institutions including the BOJ wererequired by the Japanese government to invest in these Funds in an effort to stabilize the effects on the Japanese
economy. The returns from the investment of the Funds are first to be used to make up for a part of the losses
F-44

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
incurred as the housing-loan companies’ loans are collected and disposed of. The Funds are principally invested
in Japanese government bonds, but the investment income earned by the Funds does not accrue to the MHFG
Group, and as a result, the deposits are noninterest-bearing.
The MHFG Group made deposits with the Funds amounting to ¥359,017 million during the fiscal year ended
March 31, 1997. The deposits were expected to mature in 15 years from the deposit date. The deposits werediscounted to their present value at the time of the deposit and the discount was accreted over the expected period
to maturity using the interest method. The carrying amount of the deposits as of March 31, 2011 was¥330,153 million. ¥149,017 million of the deposits was collected during the fiscal year ended March 31, 2012,
and the remaining carrying amount of the deposits as of March 31, 2012 of ¥189,146 million was collected inJune 2012.
Unearned income
Unearned income is primarily comprised of refundable fees received from consumer loan customers at the time
the loan was made, which is being deferred and recognized in earnings as earned.
Guaranteed trust principal
Guaranteed trust principal is the liability of certain consolidated trust arrangements, 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 trust.
13. Preferred stock
The composition of preferred stock at March 31, 2011, 2012 and 2013 is as follows:
2011
Class of stock

Eleventh series class XI
preferred stock (Note) . . . . .
Class XII preferred stock . . .
Thirteenth series class XIII
preferred stock . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . .

Aggregate amount(in millions of yen)

Authorized

Eleventh series class XI
preferred stock (Note) . . . . .
Class XII preferred stock . . .
Thirteenth series class XIII
preferred stock . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . .

In treasury

Liquidation Convertible
value per shareor not(in yen)914,752—

1,369,512,000 914,752,000 497,866,000
1,500,000,000
—
—

1,000
—

Yes
—

36,6901,500,000,000

1,000

No

951,442

4,369,512,000 951,442,000 497,866,000

2012
Class of stock

Number of shares
IssuedAggregate amount(in millions of yen)

Authorized

36,690,000

Number of shares
Issued—In treasury

Liquidation Convertible
value per shareor not(in yen)914,752—

1,369,512,000 914,752,000 541,073,800
1,500,000,000
—
—

1,000
—

Yes
—

36,6901,500,000,000

1,000

No

951,442

4,369,512,000 951,442,000 541,073,800
F-45

36,690,000—

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
2013
Class of stock

Aggregate amount(in millions of yen)

Eleventh series class XI
preferred stock (Note) . . . . .
Class XII preferred stock . . .
Thirteenth series class XIII
preferred stock . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . .

Authorized

Number of shares
IssuedIn treasury

Liquidation Convertible
value per shareor not(in yen)914,752—

1,369,512,000 914,752,000 574,087,800
1,500,000,000
—
—

1,000
—

Yes
—

36,6901,500,000,000

1,000

No

951,442

4,369,512,000 951,442,000 574,087,800

36,690,000—

Note: The aggregate amount and number of issued shares include the preferred stock in treasury which has been
converted to common stock but not yet cancelled.
Holders or registered pledgees of preferred stock are entitled to receive annual dividends, and distribution ofresidual assets of MHFG as set out above as liquidation value per share, in priority to holders of common stock
but pari passu among themselves. MHFG may pay up to one-half of the annual dividend payable on each class ofpreferred stock as an interim dividend. Dividends on preferred stock are not cumulative. Holders of preferredstock are not entitled to vote at a general meeting of shareholders except where the articles of incorporation
entitle holders of preferred stock to vote.
Thirteenth series class XIII preferred stock is callable (in full or in part) at the option of the issuer after April 1,
2013. Call price is the sum of the liquidation value per share and the accrued dividend. Accrued dividend is
calculated on a daily basis starting on the first day of the fiscal period in which the call date belongs and endingon the call date. If an interim dividend is paid during that fiscal period, the amount of this interim dividend will
be subtracted from the accrued dividend.
Eleventh series class XI preferred stock is convertible into common stock at the option of the holder. Material
terms and conditions of conversion are as follows.

Eleventh series class XI
preferred stock

Conversion period

Conversion ratio (Note)

July 1, 2008 toJune 30, 2016

¥1,000/(conversion price), where the conversion price after
adjustment is ¥282.90 on or after August 30, 2011; to be reset on
July 1 of each year between 2013 and 2015 (each, a “Reset Date”) as¥1,000/(conversion price), where the conversion price is the lowerof (x) the average price of daily closing prices (including closing bid
or offered price) of common stock as reported by the Tokyo Stock
Exchange (“TSE”) for the 30 consecutive trading days (excluding
trading days on which no closing price, closing bid or offered priceis reported) commencing on the 45th trading day prior to the Reset
Date and (y) the conversion price after adjustment effective as of the
day before the relevant Reset Date, provided that the conversion
price shall not be less than ¥282.90.

Note: Subject to adjustment, where issuance or disposal by MHFG of common stock for a price below the“current market price”, a stock split, issuance of securities convertible into common stock at a price below
the “current market price” at the time of issuance thereof or determination of the conversion price thereof,
merger or amalgamation, or a capital decrease or stock consolidation occurs and in certain othercircumstances.
F-46

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Each share of preferred stock which has not been converted as described above by the end of the relevant
conversion period will be converted into common stock on the day following the end of the conversion period on
the following terms:
Eleventh series class XI
preferred stock

Conversion dateConversion ratio

July 1, 2016

¥1,000/(current market price), where the current market price is theaverage price of daily closing prices (including closing bid or offeredprice) of common stock as reported by the TSE for the 30 consecutive
trading days (excluding trading days on which no closing price,closing bid or offered price is reported) commencing on the 45th
trading day prior to July 1, 2016, provided that the current market
price shall not be less than ¥282.90.

The changes in the number of shares and the aggregate amount of preferred stock during the fiscal years ended
March 31, 2011, 2012 and 2013 were as follows:

Eleventh series class XI preferred stock (Note) . . . . . . . . . . 914,752,000
Thirteenth series class XIII preferred stock . . . . . . . . . . . 36,690,000——

Issued at
Issued at
Issued atMarch 31,
Net
March 31,
Net
March 31,2011change2012change2013(number of shares)
914,752,000—
914,752,000—
914,752,000
36,690,000—
36,690,000—
36,690,000

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 951,442,000—

951,442,000Class of stock

Class of stock

Issued atMarch 31,2010

Aggregate
amount at
March 31,2010

NetchangeNetchangeEleventh series class XI preferred stock (Note) . . . . . . . . . .
Thirteenth series class XIII preferred stock . . . . . . . . . . .

914,752
36,690——Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

951,442——

951,442,000—

Aggregate
Aggregate
amount at
amount at
March 31,
Net
March 31,Net2011change2012change(in millions of yen)
914,752—
914,752—
36,690—36,690—951,442—

951,442—

951,442,000
Aggregate
amount at
March 31,2013
914,752
36,690951,442

Note: The aggregate amount and number of issued shares include the preferred stock in treasury which has been
converted to common stock but not yet cancelled.
See Note 32 “Subsequent events” for a description of the acquisition and cancellation of the thirteenth seriesclass XIII preferred stock which was conducted subsequent to March 31, 2013.
14. Common stock
On September 1, 2011, MHFG exchanged 824,271,984 shares of its common stock for 30.15 percent of thevoting equity interests in MHTB, in order to turn MHTB into MHFG’s wholly-owned subsidiary. Thistransaction was accounted for as an equity transaction. The consideration through issuance of common stock was¥95,828 million and the MHFG Group recognized decrease of ¥65,494 million in additional paid-in capital whichreflects the adjustment to the carrying amount of Noncontrolling interests. In addition, the carrying amount of
Accumulated other comprehensive income of ¥958 million was adjusted to reflect the change in the ownershipinterest in MHTB through a corresponding increase in additional paid-in capital.
On September 1, 2011, MHCB exchanged 951,166,005 shares of MHFG’s common stock for 40.80 percent of
the voting equity interests in the former MHSC, in order to turn the former MHSC into MHCB’s wholly-owned
subsidiary. This transaction was accounted for as an equity transaction. The consideration through issuance of
F-47

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
common stock was ¥110,379 million and the Group recognized increase of ¥38,423 million in additional paid-in
capital which reflects the adjustment to the carrying amount of Noncontrolling interests. In addition, the carrying
amount of Accumulated other comprehensive income of ¥2,178 million was adjusted to reflect the change in theownership interest in the former MHSC through a corresponding decrease in additional paid-in capital.
On September 1, 2011, MHBK exchanged 322,928,897 shares of MHFG’s common stock for 46.02 percent of
the voting equity interests in the former MHIS, in order to turn the former MHIS into MHBK’s wholly-owned
subsidiary. This transaction was accounted for as an equity transaction. The consideration through issuance ofcommon stock was ¥37,497 million and the Group recognized increase of ¥11,599 million in additional paid-in
capital which reflects the adjustment to the carrying amount of Noncontrolling interests. In addition, the carrying
amount of Accumulated other comprehensive income of ¥744 million was adjusted to reflect the change in theownership interest in the former MHIS through a corresponding increase in additional paid-in capital.
The changes in the number of issued shares of common stock during the fiscal years ended March 31, 2011, 2012
and 2013 were as follows:
2011

2012
(shares)

2013

Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . 15,494,397,690
Issuance of new shares of common stock by conversion of
Eleventh series class XI preferred stock . . . . . . . . . . . . .
287,787,630
Issuance of new shares of common stock by exercise ofstock acquisition rights . . . . . . . . . . . . . . . . . . . . . . . . . . .
—Issuance of new shares of common stock by public
offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,609,000,000
Issuance of new shares of common stock by way of thirdparty allotment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
391,000,000
Issuance of new shares of common stock for stock
exchanges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—21,782,185,320

24,048,165,727

151,921,540

116,698,750

4,748,000

—

—

—

—

—

2,109,310,867—

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

24,048,165,727

24,164,864,477

21,782,185,320

15. Dividends
The amount available for dividends under the Company Law is based on the amount recorded in MHFG’s nonconsolidated general books of account, maintained in accordance with accounting principles generally acceptedin 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,
2013, MHFG’s capital stock, capital surplus and retained earnings were ¥2,254,973 million, ¥1,194,865 millionand ¥1,323,299 million, respectively, under Japanese GAAP.
In making a distribution of retained earnings, an entity must set aside in its legal reserve an amount equal to onetenth of the amount of retained earnings so distributed, until its legal reserve reaches to one-quarter of its capitalstock. MHFG’s legal reserve at March 31, 2013 was ¥1,199,215 million, of which ¥1,194,865 million was
included in capital surplus and ¥4,350 million in retained earnings.
In addition to the provision that requires an appropriation for legal reserve, the Company Law and the Banking
Law impose certain limitations on the amount available for dividends. Under the Company Law, MHFG’s
maximum amount available for dividends, at March 31, 2013, was ¥1,314,653 million, based on the amountrecorded in MHFG’s general books of account under Japanese GAAP. Under the Banking Law and related
F-48

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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 Common
Equity Tier 1 capital ratio of 4.5% (3.5% in 2013 and 4.0% in 2014) for capital adequacy purposes under therules in Basel III. See Note 16 “Regulatory matters” for further discussion of regulatory capital requirements.
Payment of dividends on shares of common stock is also subject to the prior payment of dividends on shares ofpreferred stock.
Dividends on preferred stock and common stock during the fiscal years ended March 31, 2011, 2012 and 2013
were as follows:
2011

Cash dividends

Class of stock

Per share(in yen)In aggregate (2)(in millions of yen)

20
30
8

9,985
1,101
123,880

Eleventh series class XI preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thirteenth series class XIII preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

134,966
Cash dividends (1)2012Class of stock

Per share(in yen)In aggregate (2)(in millions of yen)

30
45
9

12,173
1,651
202,684

Eleventh series class XI preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thirteenth series class XIII preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

216,5082013

Cash dividends

Class of stock

Per share(in yen)In aggregate (2)(in millions of yen)

20
30
6

7,451
1,101
144,170

Eleventh series class XI preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thirteenth series class XIII preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

152,722

Notes:(1) As MHFG commenced to distribute an interim dividend from the fiscal year ended March 31, 2012, theamounts for the fiscal year include such interim dividends.
(2) Dividends paid on treasury stock are excluded.
16. Regulatory matters
Regulatory capital requirements
MHFG, MHBK, MHCB (Note), and MHTB are subject to regulatory capital requirements administered by the
Financial Services Agency in accordance with the provisions of the Banking Law and related regulations. Failure
Note: MHBK and MHCB merged on July 1, 2013 and were launched as the new MHBK.
F-49

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
to meet minimum capital requirements may initiate certain mandatory actions by regulators that, if undertaken,
could have a direct material effect on the MHFG Group’s consolidated financial condition and results ofoperations.
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 (“BIS”) and are intended to further strengthen the soundness and stabilityof Japanese banks. Effective March 31, 2007, new guidelines were implemented by the Financial Services
Agency to comply with the new capital adequacy requirements set by BIS called Basel II. The framework of
Basel II is based on the following three pillars: minimum capital requirements; supervisory review; and market
discipline.
In May 2011, the capital adequacy guidelines were revised by the Financial Services Agency to comply with the
package of measures to enhance the Basel II framework approved by the Basel Committee on Banking
Supervision in July 2009. The new guidelines include the strengthening of rules governing trading book capitaland the strengthening of treatment of certain securitizations under the first pillar. The new guidelines have beeneffective since the end of December 2011.
In December 2010, the Basel Committee on Banking Supervision issued the Basel III rules text (later revised inJune 2011 and January 2013), which presents the details of global regulatory standards on bank capital adequacy
and liquidity agreed by the Governors and Heads of Supervision, which is the oversight body of the BaselCommittee on Banking Supervision, and endorsed 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, measures to promote the build up of capital that can be drawn downin periods of stress, and the introduction of two global liquidity standards. The Financial Services Agency’s
revisions to its capital adequacy guidelines became effective from March 31, 2013, which generally reflect rulesin the Basel III rules text that have been applied from January 1, 2013. While the three-pillar structure of Basel II
has been retained, Basel III includes various changes as described further below.
Under the first pillar, the capital ratio is calculated by dividing regulatory capital, or risk-based capital, by riskweighted assets. With respect to the calculation of risk-weighted assets, the MHFG Group adopts the advanced
internal ratings-based approach. Under such approach, balance sheet assets and off-balance sheet exposures,
calculated under Japanese GAAP, are assessed in terms of credit risk according to risk components such asprobability of default and loss given default, which are derived from the Group’s own internal credit experience.
In addition to credit risk, banks are required to measure and apply capital charges with respect to their market
risks. Market risk is defined as the risk of losses in on- and off-balance-sheet positions arising from movements
in market prices. Operational risk, which was introduced under Basel II with respect to regulatory capitalrequirements, is the risk of loss resulting from inadequate or failed internal processes, people and systems, orfrom external events. The Group adopts the advanced measurement approach for the measurement of operationalrisk equivalent by taking account of the following four elements: internal loss data; external loss data; scenario
analysis; and business environment and internal control factors. Under Basel III, the calculation method of riskweighted assets was revised, including modification to the treatment of counterparty credit risk, such as thecapital charge for credit valuation adjustment risk.
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, in requiring a target minimum standard capital adequacy ratio of 8%,
Tier 1 capital ratio of 6% (4.5% in 2013 and 5.5% in 2014) and Common Equity Tier 1 capital ratio of 4.5%
(3.5% in 2013 and 4.0% in 2014), on both a consolidated and non-consolidated basis for banks with international
operations, such as MHCB and MHTB, or on a consolidated basis for bank holding companies with international
operations, such as MHFG.
F-50

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Risk-based capital, calculated from financial statements prepared under Japanese GAAP, is classified into thefollowing 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 shareholders’ equity, retained
earnings, accumulated other comprehensive income and other disclosed reserves, minority interest and others
less any regulatory adjustments. Additional Tier 1 capital generally consists of instruments issued by the bankthat 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 the bank, such as subordinated debt, that meet the criteria forinclusion in Tier 2 capital, instruments issued by consolidated subsidiaries of the bank and held by third parties
that meet the criteria for inclusion in Tier 2 capital, general reserve for possible losses on loans, equaling the sumof (i) the excess of the amount of qualified reserves over the amount of expected losses and (ii) the amount ofgeneral reserves calculated based on the standardized approach, and others less any regulatory adjustments.
The minimum requirement for Common Equity Tier 1 capital will be raised in phases from 3.5% of riskweighted assets in March 2013 to 4.5% when fully effective in March 2015. Thereafter, a capital conservationbuffer, to be met with Common Equity Tier 1 capital, is expected to be phased in beginning March 2016 at
0.625% until becoming fully effective in March 2019 at 2.5%, although the capital adequacy guidelines related tothe capital conservation buffer have not yet been published by the Financial Services Agency. Thus the Common
Equity Tier 1 capital requirement, including capital conservation buffer, is expected to be 7.0% beginning March
2019. In addition, subject to national discretion by the respective regulatory authorities, a countercyclical buffer
ranging from 0% to 2.5%, consisting of Common Equity Tier 1 capital or other fully loss absorbing capital,
would also be imposed on banking organizations through an extension of the capital conservation buffer when
the relevant national authority judges a period of excess credit growth to be leading to the build up of systemwide risk. The countercyclical buffer for internationally active banks will be a weighted average of the buffers
deployed across all the jurisdictions to which it has credit exposures. Moreover, capital instruments that will nolonger qualify as Additional Tier 1 capital or Tier 2 capital under Basel III is being phased out beginning March2013 by increments of 10% until becoming fully effective in March 2022. Our existing preferred stock andpreferred securities (the amounts thereof included within Additional Tier 1 capital as of March 31, 2013 being¥1,874.8 billion) and our existing subordinated debt (the amounts thereof included within Tier 2 capital as ofMarch 31, 2013 being ¥1,518.3 billion) are subject to the phase-out-arrangements.
In November 2011, the Financial Stability Board announced policy measures to address systemically importantfinancial institutions (“SIFIs”), which were endorsed by the G20 leaders at the Cannes summit. The policy
measures include requirements for globally systemically important banks (“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 be in addition to the 7.0% Common Equity Tier 1 capitalrequirement (including capital conservation buffer). The additional loss absorbency requirements will initiallyapply to G-SIBs identified in November 2014. The requirements will be phased in starting in January 2016 withfull implementation by January 2019. Also in November 2011, the Financial Stability Board identified an initialgroup of G-SIFIs, namely 29 G-SIBs, including us, using a methodology developed by Basel Committee on
Banking Supervision, and announced that the group of G-SIFIs will be updated annually and published by the
Financial Stability Board each November. In November 2012, the list of G-SIBs was updated and it showed theallocation to buckets corresponding to their required level of additional loss absorbency. The Group was includedin the list and was allocated to the bucket that would require 1.0% of additional loss absorbency.
Regulatory adjustments are to be applied mainly to the calculation of Common Equity Tier 1 capital in the formof the deductions and prudential filters related to the following:•

Goodwill and other intangibles•

Deferred tax assets
F-51

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

Cash flow hedge reserve that relates to the hedging of items that are not fair valued on the balance
sheet

•

Shortfall of the stock of provisions to expected losses under the internal ratings-based approach•

Gain on sale related to securitization transactions•

Cumulative gains and losses due to changes in own credit risk on fair valued financial liabilities•

Defined benefit pension fund assets and liabilities•

Treasury stock•

Reciprocal cross holdings of capital of banking, financial and insurance entities•

Investments in the capital of banking, financial and insurance entities that are outside the scope of
regulatory consolidation

Regulatory adjustments would be fully deducted in the calculation of Common Equity Tier 1 capital by March2018. The regulatory adjustments will begin at 20% of the required deductions in the calculation of Common
Equity Tier 1 capital in March 2014 and will be increased by 20% increments per year through March 2018 when
the regulatory adjustments reach 100%. During this transition period, the remainder not deducted from capitalwill continue to be subject to existing national treatments.
The capital requirements and regulatory adjustments will be phased in over a transitional period as follows(italicized percentages indicate those still in transition periods):
March March
2013
2014

March
2015

March
2016

March
2017

March
2018

March
2019

March
2020

March
2021

March
2022

Minimum Common Equity Tier 1
capital (Note) . . . . . . . . . . . . . . . . 3.5% 4.0% 4.5% 4.5% 4.5% 4.5% 4.5% 4.5% 4.5% 4.5%
Minimum Tier 1 capital (Note) . . . . 4.5% 5.5% 6.0% 6.0% 6.0% 6.0% 6.0% 6.0% 6.0% 6.0%
Minimum total capital (Note) . . . . . 8.0% 8.0% 8.0% 8.0% 8.0% 8.0% 8.0% 8.0% 8.0% 8.0%
Capital conservation buffer . . . . . 0.0% 0.0% 0.0% 0.625% 1.25% 1.875% 2.5% 2.5% 2.5% 2.5%
Phase out of recognition ofcapital instruments that nolonger qualify as capital (Note) . . 90.0% 80.0% 70.0% 60.0% 50.0% 40.0% 30.0% 20.0% 10.0% 0.0%
Phase-in of deductions from
capital (Note) . . . . . . . . . . . . . . . . 0.0% 20.0% 40.0% 60.0% 80.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Additional loss absorbency
requirements for G-SIBs . . . . . ———Additional loss absorption capacity tailored to theimpact of the entity’s default, ranging from 1% to2.5% of risk-weighted assets, to be met with Common
Equity Tier 1 capital
Note: While these measures are included in the revisions to capital adequacy guidelines that have been applied
from March 31, 2013 as published by the Financial Services Agency, capital adequacy guidelines related toother requirements under the Basel III rules, such as the capital conservation buffer, countercyclical buffer
and additional loss absorbency requirements for G-SIBs/G-SIFIs, have not yet been published.
Japanese banks are also required to comply with the supervisory review process (second pillar) and disclosure
requirements for market discipline (third pillar). Under the second pillar, banks are required to maintain adequate
capital to support all of the major risks in their business and are encouraged to develop and use better risk
management techniques in monitoring and managing such risks. Under the third pillar, banks are required to
F-52

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
enhance disclosure, including disclosure of details of the capital adequacy ratio, the amount of each type of risk
and the method of calculation used so that the market may make more effective evaluations. Further, therevisions to the Financial Services Agency’s guidelines relation to the third pillar, which reflect the enhanced
disclosure requirements under Basel III and became effective on March 31, 2013, require banks to disclose,
among other things, the components of their regulatory capital and the main features of their regulatory capital
instruments in common templates.
Japanese banks with only domestic operations, such as MHBK as of the balance sheet date, are subject toJapanese capital adequacy requirements that are similar to those discussed above, except that domestic banks are
required to maintain a minimum capital adequacy ratio of 4%, on both a consolidated and non-consolidated basis.
In December 2008, the Financial Services Agency implemented special temporary measures, applicable throughMarch 2012 (later extended to March 30, 2014), which require Japanese banks with only domestic operations not
to deduct unrealized losses related to “other securities” under Japanese GAAP (including equity securities) fromTier 1 capital. The Japanese capital adequacy requirements applicable to Japanese banks with only domestic
operations do not allow unrealized gains on “other securities” to be added to Tier 2 capital before or after these
special temporary measures.
If the capital adequacy ratio of a financial institution falls below the required level, the Financial Services
Agency may, depending upon the extent of capital deterioration, take certain corrective action, including
requiring the financial institution to submit an improvement plan to strengthen its capital base, reduce its total
assets, restrict its business operations or other actions that could have a material effect on its financial condition
and results of operations.

F-53

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Capital adequacy ratios of MHFG, MHCB, MHBK, and MHTB as of March 31, 2012 and 2013 calculated inaccordance with Japanese GAAP and guidelines established by the Financial Services Agency are set forth in thefollowing table:
2012 (1)2013
AmountRatio
AmountRatio(in billions of yen, except percentages)

Consolidated:
MHFG:
Common Equity Tier 1 capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tier 1 capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total risk-based capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
MHCB(2):
Common Equity Tier 1 capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tier 1 capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total risk-based capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
MHBK(1) (3):Tier 1 capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total risk-based capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
MHTB:Common Equity Tier 1 capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tier 1 capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total risk-based capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-54

—
—

—
—

2,059
4,804

3.50
8.16

2,006
6,399

4.00
12.76

2,647
6,487

4.50
11.02

4,012
7,775

8.00
15.50

4,706
8,345

8.00
14.18

—
—

—
—

1,292
3,195

3.50
8.65

1,116
4,431

4.00
15.87

1,661
4,071

4.50
11.03

2,233
4,976

8.00
17.83

2,953
5,130

8.00
13.89

426
2,428

2.00
11.39

408
2,382

2.00
11.66

852
3,307

4.00
15.52

816
3,071

4.00
15.04

—
—

—
—

91
344

3.50
13.24

95
335

4.00
14.02

117
344

4.50
13.24

191
436

8.00
18.26

208
448

8.00
17.22

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
2012 (1)2013
AmountRatio
AmountRatio(in billions of yen, except percentages)

Non-consolidated:
MHCB (2):Common Equity Tier 1 capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tier 1 capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total risk-based capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
MHBK (1) (3):Tier 1 capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total risk-based capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
MHTB:Common Equity Tier 1 capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tier 1 capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total risk-based capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—
—

—
—

1,143
2,993

3.50
9.16

1,012
4,135

4.00
16.34

1,470
3,980

4.50
12.18

2,024
5,107

8.00
20.19

2,613
5,008

8.00
15.33

413
2,380

2.00
11.51

399
2,294

2.00
11.49

826
3,227

4.00
15.62

798
3,087

4.00
15.46

—
—

—
—

90
345

3.50
13.46

94
332

4.00
14.13

115
345

4.50
13.46

188
433

8.00
18.42

205
446

8.00
17.44

Notes:(1) The amounts and ratios as of March 31, 2012 and the amounts and ratios of MHBK as of March 31, 2013
were calculated in accordance with Basel II.
(2) The distribution of all of the shares of MHSC to MHFG as a dividend in kind (¥424.4 billion) on April 1,2013 was deducted from Common Equity Tier 1 capital.
(3) The distribution of all of the shares of MHSC to MHFG as a dividend in kind (¥125.7 billion) on April 1,2013 was deducted from Tier 1 capital.
MHFG’s securities subsidiaries in Japan are also subject to the capital adequacy requirement under the Financial
Instruments and Exchange Law. 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 determined inaccordance with Japanese GAAP, against amounts equivalent to market, counterparty, and basic risks. Specificguidelines are issued as a ministerial ordinance that details the definition of essential components of the capitalratios, including capital, disallowed assets and risks, and related measures. Failure to maintain a minimum capitalratio will trigger mandatory regulatory actions. A capital ratio of less than 140% will call for regulatory reporting
and a capital ratio of 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.
F-55

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Management believes, as of March 31, 2013, that MHFG, MHBK, MHCB, MHTB, and their securities
subsidiaries in Japan were in compliance with all capital adequacy requirements to which they were subject.
17. Earnings per common share
Basic earnings per common share are computed by dividing net income by the weighted average number ofcommon shares outstanding during the fiscal year. Diluted earnings per common share reflect the assumed
conversion to common shares of all convertible securities such as convertible preferred stock.
The following table sets forth the computation of basic and diluted earnings per common share for the fiscal
years ended March 31, 2011, 2012 and 2013:
2011

2012
(in millions of yen)

2013

Net income:Net income attributable to MHFG shareholders . . . . . . . . . .
Less: Net income attributable to preferred shareholders . . . .

412,669
9,438

656,389
8,672

875,4128,221

Net income attributable to common shareholders . . . . . . . . .

403,231647,717867,191

Effect of dilutive securities:
Convertible preferred stock . . . . . . . . . . . . . . . . . . . . . .
Stock compensation-type stock options . . . . . . . . . . . .

8,337
(19)

7,571
—

7,121
—

Net income attributable to common shareholders after
assumed conversions . . . . . . . . . . . . . . . . . . . . . . . . .

411,549

655,288874,3122011

2012(thousands of shares)

2013

Shares:
Weighted average common shares outstanding . . . . . . . . . .

19,722,818

23,073,544

24,053,282

Effect of dilutive securities:
Convertible preferred stock (Note) . . . . . . . . . . . . . . . . . .
Stock compensation-type stock options . . . . . . . . . . . .

1,682,139
10,152

1,384,367
11,628

1,291,854
20,093Weighted average common shares after assumed
conversions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

21,415,109

24,469,539

25,365,229

2011

2012
(in yen)2013

Amounts per common share:
Basic net income per common share . . . . . . . . . . . . . . . . . . .

20.44

28.07

36.05

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

19.22

26.78

34.47

Note: The number of the dilutive common shares is based on the applicable conversion prices.

F-56

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
18. Income taxes
The following table presents the components of Income tax expense for the fiscal years ended March 31, 2011,2012 and 2013:
2011

2012
2013
(in millions of yen)

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

6,951
11,412

22,10332,714

37,101
10,754

Total current tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

18,36354,81747,855

Deferred:
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

174,667
197(36,777) (40,021)(4,162) (3,810)

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

174,864(40,939) (43,831)

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

193,227

13,8784,024

The preceding table does not reflect the tax effects of items recorded directly in Shareholders’ equity for the
fiscal years ended March 31, 2011, 2012 and 2013. The detailed amounts recorded directly in Shareholders’equity are as follows:
2011

2012
2013
(in millions of yen)

Unrealized net gains (losses) on available-for-sale securities:
Unrealized gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: reclassification adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(131,416) 29,925(32,473) 18,249

235,274(33,988)

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

(163,889) 48,174

201,286(42,090)
6,206

2,367
8,992

34,171
5,913

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

(35,884) 11,359

40,084

Total tax effect before allocation to noncontrolling interests . . . . . . . . . . . . . . . . . .

(199,773) 59,533

241,370

Pension liability adjustments:
Unrealized gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: reclassification adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Since the MHFG Group does not have the intention to divest its foreign subsidiaries in the foreseeable future,deferred taxes are not provided on the temporary differences related to foreign currency translation adjustments.

F-57

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table shows a reconciliation of Income tax expense at the effective statutory tax rate to actual
income tax expense for the fiscal years ended March 31, 2011, 2012 and 2013:
2011
2012
2013
(in millions of yen, except tax rates)

Income before income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . .
Effective statutory tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

611,357 662,835
40.69%
40.69%

885,18038.01%

Income tax calculated at the statutory tax rate . . . . . . . . . . . . . . . . . . . . . . . . . 248,761 269,708
336,457
Income not subject to tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(17,334) (18,295)(18,320)
Expenses not deductible for tax purposes . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,517
1,469
1,348
Tax rate differentials of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,288(4,142)(10,535)
Change in valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (135,867) (371,271) (1,352,597)
Change in undistributed earnings of subsidiaries . . . . . . . . . . . . . . . . . . . . . . .
10,724(7,118)
12,233
Change in net operating loss carryforwards resulting from intercompany
capital transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,484
162
227
Expiration of net operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . .
76,90333,576 1,026,439
Effect of enacted change in tax rates (Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—107,011—
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,751
2,778
8,772
Income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

193,227

13,8784,024

Note: On November 30, 2011, the National Diet of Japan approved two bills affecting the statutory tax rates of
MHFG and its domestic subsidiaries. As a result, the statutory tax rate concerning MHFG’s tax returns forthe fiscal year ended March 31, 2013 has been reduced to 38.01% from the previous rate of 40.69%. Also,
the rates for the fiscal years ending March 31, 2014 to 2015 and for the fiscal years ending March 31, 2016
and thereafter will be 38.01% and 35.64%, respectively. The decrease of the Group’s balance of net
deferred tax assets, reflecting such tax rate reductions, was recognized in Income tax expense in the fiscal
year ended March 31, 2012.

F-58

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The components of net deferred tax assets at March 31, 2012 and 2013 are as follows:
2012
2013
(in millions of yen)

Deferred tax assets:
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Allowance for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid pension cost and accrued pension liabilities . . . . . . . . . . . . . . . . . . . . . . . . .
Undistributed earnings of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,063,804
333,23158,598
11,5591,193
1,476,045
282,998

889,305
337,453———
450,016
264,661

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

3,227,428 1,941,435(1,952,899) (584,665)

Deferred tax assets, net of valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,274,529

1,356,770

Deferred tax liabilities:
Available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid pension cost and accrued pension liabilities . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Undistributed earnings of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

368,929—
28,021
3,838——
52,863567,608
39,93735,391
12,304
11,101
11,04051,913

Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

453,651

729,294

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

820,878

627,476

Deferred tax assets and deferred tax liabilities within the same tax jurisdiction have been netted for presentationin the consolidated balance sheets.
In assessing the realizability of deferred tax assets, management considered whether it was more likely than notthat some portion or all of the deferred tax assets would not be realized. The ultimate realization of deferred tax
assets is dependent upon the generation of future taxable income during the periods in which those temporary
differences become deductible. Management considered the scheduled reversal of deferred tax liabilities,
projected future taxable income, and tax planning strategies available in making this assessment. Based upon thelevel of historical taxable income and projections for future taxable income over the periods in which thedeferred tax assets would be deductible, management believed it was more likely than not that the MHFG Groupwould realize the benefits of these deductible differences, net of the existing valuation allowances at March 31,
2012 and 2013.

F-59

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
At March 31, 2013, the MHFG Group had net operating loss carryforwards totaling ¥1,391 billion. These
carryforwards are scheduled to expire as follows:
Net operating loss
carryforwards(in billions of yen)

Fiscal year ending March 31:
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

16
1
—
—
868
506

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

1,391

Included in net operating loss carryforwards in the above table are MHFG’s carryforwards of ¥869 billion
resulting mainly from intercompany capital transactions. The tax effect of these carryforwards is offset by a fullvaluation allowance.
The total amount of unrecognized tax benefits including ¥651 million, ¥802 million and ¥563 million interest andpenalties was ¥1,829 million, ¥2,160 million and ¥1,454 million at March 31, 2011, 2012 and 2013, respectively,of which ¥1,829 million, ¥2,160 million and ¥1,454 million would, if recognized, affect the Group’s effective tax
rate, respectively. The Group classifies interest and penalties accrued relating to unrecognized tax benefits as
Income tax expense.
The following table is a roll-forward of unrecognized tax benefits for the fiscal years ended March 31, 2011,2012 and 2013:
2011
2012
2013
(in millions of yen)

Total unrecognized tax benefits at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . .

4,193

1,829

2,160

Gross amount of increases (decreases) related to positions taken during prioryears . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
117
Gross amount of increases related to positions taken during the current year . . . . . .
20
Amount of decreases related to settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,218)
Foreign exchange translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(283)

362
244
(227)
(48)

(471)
29
(559)
295

2,160

1,454

Total unrecognized tax benefits at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,829

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 2005, 2002 and 2002, respectively. The MHFG
Group does not anticipate that increases or decreases of unrecognized tax benefits within the next twelve months
would have a material effect on its consolidated results of operations or financial condition.
19. 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 with lump-sum
F-60

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
cash payments upon leaving the company. The amount of benefits under the plans is principally determined based on
the position, the length of service and the reason for retirement. When employees meet certain conditions including thelength of service, they may opt to receive annuity payments instead of lump-sum payments at retirement. MHFG andcertain subsidiaries also offer special termination benefits to former employees whose contributions during their career
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.
MHFG and certain subsidiaries have several defined contribution plans. The costs recognized for contributions to
the plans for the fiscal years ended March 31, 2011, 2012 and 2013 were ¥3,601 million, ¥2,129 million and¥1,968 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
Net periodic benefit cost of the severance indemnities and pension plans for the fiscal years ended March 31,
2011, 2012 and 2013 includes the following components:
2011

2012
2013
(in millions of yen)

Service cost-benefits earned during the fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . 27,761 27,734 30,422
Interest costs on projected benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,182 24,267 23,186
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (40,209) (28,234) (32,237)
Amortization of prior service benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(319)
(318)
(319)
Amortization of net actuarial loss (gain) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,532 25,595 16,936
Special termination benefits (Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,222 14,115
5,454
Net periodic benefit cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

32,16963,15943,442

Note: The amount for the fiscal year ended March 31, 2012 includes special termination benefits of¥9,828 million pertaining to MHSC’s voluntary retirement scheme.
Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) before-tax
for the fiscal years ended March 31, 2012 and 2013 were summarized as follows:
2012
2013
(in millions of yen)

Net actuarial gain (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of net actuarial loss (gain) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prior service benefit (cost) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of prior service benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

25,401 103,683
25,595
16,936—(1,782)
(318)
(319)

Total recognized in other comprehensive income (loss) before-tax . . . . . . . . . . . . . . . . . . . . . .

50,678

118,518

As of March 31, 2013, the amounts in Accumulated other comprehensive income (loss), which will be amortizedas prior service benefit and actuarial loss over the next fiscal year, are estimated to be ¥195 million and¥6,990 million, respectively.
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Weighted-average assumptions used to determine benefit obligations and net periodic benefit cost are as follows:
2011

2012

2013

Weighted-average assumptions used to determine benefit obligations at
fiscal year end:
Discount rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.83%
1.73%
1.44%
Rates of increase in future compensation level . . . . . . . . . . . . . . . . . . . 2.28-6.15% 2.33-6.46% 2.31-6.57%
Weighted-average assumptions used to determine net periodic benefit cost
during the year:
Discount rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.93%
1.83%
1.73%
Rates of increase in future compensation level . . . . . . . . . . . . . . . . . . . 2.13-6.12% 2.28-6.15% 2.33-6.46%
Expected rates of return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . .
3.10%
2.27%
2.40%
In estimating the discount rates, the MHFG Group uses interest rates on high-quality fixed-income governmentand corporate bonds that received a rating of AA(Aa) or higher from rating agencies. The durations of suchbonds closely match those of the benefit obligations. Assumed discount rates are reevaluated at eachmeasurement 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.

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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, 2012 and 2013 for the plans of MHFG and its subsidiaries:
2012
2013
(in millions of yen)

Change in benefit obligation:
Benefit obligation at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,328,316 1,343,714
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27,73430,422
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24,26723,186
Plan participants’ contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,186
1,184
Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—1,782
Actuarial loss (gain) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32,307
63,140Foreign exchange translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(364)
2,209
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (51,981) (49,593)
Lump-sum payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (17,751) (16,921)
Benefit obligation at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,343,714 1,399,123
Change in plan assets:
Fair value of plan assets at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,226,058 1,323,163
Actual return (negative return) on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
85,935 199,341
Foreign exchange translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(289)
1,783
Employer contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
62,25451,866
Plan participants’ contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,186
1,184
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (51,981) (49,593)
Fair value of plan assets at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,323,163 1,527,744
Funded status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(20,551) 128,621

Amounts recognized in the consolidated balance sheets consist of:Prepaid pension cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued pension liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6,509 153,414(27,060) (24,793)

Net amount recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(20,551) 128,621

Amounts recognized in Accumulated other comprehensive income (loss) before-tax
consist of:Prior service benefit (cost) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,661
(440)
Net actuarial gain (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (356,978) (236,359)
Net amount recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (355,317) (236,799)
Note: The aggregated accumulated benefit obligations of these plans were ¥1,312,981 million and¥1,364,786 million, respectively, as of March 31, 2012 and 2013. The defined benefit plans generally
employ a multi-variable and non-linear formula based upon compensation at the time of severance, rank
and years of service. Employees with service in excess of one year are qualified to receive lump-sum
severance indemnities.

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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, 2012 and 2013:
2012
2013
(in millions of yen)Plans with projected benefit obligations in excess of plan assets:
Projected benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plans with accumulated benefit obligations in excess of plan assets:
Accumulated benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

87,93560,831

95,78970,69084,752
60,831

91,21070,690Note: 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 the sufficient funds will be available to plan participants and beneficiaries. Generally, the investment returns
are relative to the risks involved. In considering the maximum levels of 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 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, liquidity of a financial instrument, etc. The investments in each asset category arefurther diversified across funds, strategies, sectors, etc. There is no significant investment in a single investee
except Japanese government bonds.
Certain subsidiaries of MHFG established employee retirement benefit trusts and transferred their assets to thetrusts as plan assets. These assets are separated from employer’s proprietary assets for the payment to the plan
beneficiaries. The assets held in these trusts are primarily Japanese equity securities and have been entrusted
directly to qualified trustees including trust banks.

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
MHFG and certain subsidiaries’ target allocation for the plan assets excluding those of the employee retirement
benefit trusts at March 31, 2013 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

16.00%
34.00%
16.00%
20.00%
14.00%

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 rate.
Fair value of plan assets
The following table presents the fair value of plan assets of MHFG and its subsidiaries at March 31, 2012 and2013, 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”.
2012
2013
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total(in billions of yen)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 insurance companies (3) . . . .
Hedge funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

601
—

—
70

—
—

601
70

716
—

—
86

—
—

716
86

183
—
—

—
41
8

—
—
—

183
41
8

179
—
—

—
46
7

—
—
—

179
46
7

43
—

—
77

—
—

43
77

54
—

2
92

—
—

56
92

61
—
—
—
—
60 (4)

4
—
52
—
16
—
108
—
—
1
(2) (5) —

65
52
16
108
1
58

71
4
—
—
46
—
—
23
—
—
111
—
—
—
1
92 (4) (2) (5) —

75
46
23
111
1
90

Total assets at fair value . . . . . . . . . . . . . . . . . . . . . . 948

374

1 1,323 1,112

415

1 1,528

Notes:(1) This class includes equity securities held in the employee retirement benefit trusts of ¥572 billion and¥681 billion at March 31, 2012 and 2013, respectively, which are well-diversified across industries.
(2) These classes primarily include pension investment fund trusts. Investments in these classes are generally
measured at their net asset values per share and can be redeemable within short-term period upon request.
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)(3) Investments in this class are measured at conversion value.
(4) Amounts primarily include cash and short-term assets carried at fair value.
(5) Amounts primarily include foreign exchange contracts carried at fair value.
Amounts of actual returns on and purchases and sales of Level 3 assets during the fiscal years ended March 31,
2012 and 2013 were not significant.
Contributions
A contribution of approximately ¥49 billion is expected to be paid to the pension plans in the fiscal year ending
March 31, 2014, based on the current funded status and expected asset return assumptions.
Estimated future benefit payments
The following table presents forecasted benefit payments including the effect of expected future service for the
fiscal years indicated:(in millions of yen)

Fiscal year ending March 31:
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019-2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

63,41765,75967,82568,921
70,315357,978

20. Stock-based compensation
Concurrently with the abolishment of, and as an alternative to the retirement allowances program for directors
and executive officers of MHFG, MHBK, MHCB, and MHTB, the MHFG Group introduced stockcompensation-type stock options, in the form of stock acquisition rights, for directors (excluding the outside
directors) and executive officers of the respective companies (hereinafter referred to collectively as the“Directors”) in June 2008. The Group also introduced similar stock compensation-type stock options for
MHSC’s Directors in June 2009. The Group maintained three types of stock-based compensation plans for
Directors of MHFG, MHBK and MHCB (“MHFG Stock Plan”), for those of MHTB (“MHTB Stock Plan”), andfor those of MHSC (“MHSC Stock Plan”). These three plans were integrated into MHFG Stock Plan during the
fiscal year ended March 31, 2012, as MHTB and MHSC became MHFG’s wholly-owned subsidiaries and thestocks of these entities were delisted.
MHFG Stock Plan
In this plan, 1,000 shares of MHFG common stock shall be issued or transferred upon exercise of each of thestock acquisition rights. The amount to be paid upon exercise shall be 1 yen per share. The contractual term of
the stock acquisition rights is 20 years. A holder may exercise the stock acquisition rights only after the date on
which such holder loses the status as a Director of MHFG, MHBK, MHCB, MHTB or MHSC.

F-66

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following is a roll-forward of MHFG Stock Plan for the fiscal year ended March 31, 2013:
Number ofshares

Weighted-average
Weighted-averageremaining
Aggregate
exercise pricecontractual term
intrinsic value(in yen)(in years)(in millions of yen)

Outstanding at beginning of fiscal year . . . . . . . . . 19,491,000
Granted during fiscal year . . . . . . . . . . . . . . . . . . . 11,776,000
Exercised during fiscal year . . . . . . . . . . . . . . . . . . 7,365,000
Forfeited during fiscal year . . . . . . . . . . . . . . . . . .
39,0001111Outstanding at end of fiscal year . . . . . . . . . . . . . . 23,863,000

1

18.69

4,725

Exercisable at end of fiscal year . . . . . . . . . . . . . .

1

18.53

144

729,000

There were no non-vested stock options remaining as of March 31, 2013.
The following table presents the assumptions to estimate the fair value of stock acquisition rights on the date of
grant used in the Black-Scholes option pricing model. The risk-free interest rate is based on the Japanese
government bonds yield curve for the expected remaining term in effect at the date of grant. The expectedvolatility is based on the historical trading data of MHFG common stock. The expected remaining term is basedon the average service period of Directors of MHFG, MHBK, MHCB, MHTB and MHSC, which represents theperiod of time that stock acquisition rights granted are expected to be outstanding. The expected dividend yield isbased on the dividend rate of MHFG common stock at the date of grant.
For the stock acquisition rights granted
during the fiscal years ended March 31,
2012
2013

Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected remaining term (in years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

0.15%
34.04%
2.34
5.66%

0.10%
29.30%
2.42
4.69%

The weighted-average grant-date fair value of stock acquisition rights granted during the fiscal years ended
March 31, 2011, 2012 and 2013 was ¥119,520, ¥91,840 and ¥113,250, respectively.
The compensation cost related to this plan recognized in income was ¥814 million, ¥788 million and¥1,333 million during the fiscal years ended March 31, 2011, 2012 and 2013, respectively.
Ex-MHTB Stock Plan
In this plan, 1,000 shares of MHTB common stock were to be issued or transferred upon exercise of each of thestock acquisition rights. The amount to be paid upon exercise was 1 yen per share. The contractual term of thestock acquisition rights was 20 years. A holder might exercise the stock acquisition rights only after the date on
which such holder lost the status as a Director of MHTB.
The weighted-average grant-date fair value of stock acquisition rights granted during the fiscal year ended
March 31, 2011 was ¥70,030.
The compensation cost related to this plan recognized in income was ¥181 million during the fiscal year ended
March 31, 2011.
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Ex-MHSC Stock Plan
In this plan, 1,000 shares of MHSC common stock were to be issued or transferred upon exercise of each of thestock acquisition rights. The amount to be paid upon exercise was 1 yen per share. The contractual term of thestock acquisition rights was 20 years. A holder might exercise the stock acquisition rights only after the date on
which such holder lost the status as a Director of MHSC. If a holder assumed the status as a Director of thecompany immediately after losing the status as a Director of the company, the holder might exercise the stockacquisition rights only after losing such status finally and definitely.
The weighted-average grant-date fair value of stock acquisition rights granted during the fiscal year ended
March 31, 2011 was ¥190,280.
The compensation cost related to this plan recognized in income was ¥373 million during the fiscal year ended
March 31, 2011.
21. Derivative financial instruments
The MHFG Group uses derivative financial instruments in response to the diverse needs of customers, to control
the risk related to the assets and liabilities of the MHFG Group, as part of its asset and liability management, andfor proprietary trading purposes. The MHFG Group is exposed primarily to market risk associated with interest
rate, commodity, foreign currency, and equity products. Market risk arises from changes in market prices orindices, interest rates and foreign exchange rates that may result in an adverse change in the market value of thefinancial 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 MHFG
Group is exposed to credit risk associated with counterparty default or nonperformance on transactions. Credit
risk arises from counterparty failure to perform according to the terms and conditions of the contract and thevalue of the underlying collateral held, if applicable, is not sufficient to recover resulting losses. The exposure tocredit risk is measured by the fair value of all derivatives in a gain position and its potential increase at thebalance sheet dates. The exposure to credit risk is managed by entering into legally enforceable master netting
agreements to mitigate the overall counterparty credit risk, requiring underlying collateral and guarantees basedon an individual credit analysis of each obligor and evaluating credit features of each instrument. In addition,
credit approvals, limits and monitoring procedures are also imposed.

F-68

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Notional amount and fair value of derivative contracts
The following table summarizes notional and fair value amounts of derivative instruments outstanding as ofMarch 31, 2012 and 2013. The fair value of derivatives is not offset against the right to reclaim cash collateral or
the obligation to return cash collateral under master netting agreement in the consolidated balance sheets as wellas the table below.

2012

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

886,354
83,984
4,796
6,984
727

—
—
—
—
—

9,789
2,582
145
59
61

—
15
—
—
—

9,453
2,559
180
36
46

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

982,845—

12,63615

12,274

2013

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

854,698
118,708
3,419
5,266
522

—
—
—
—
—

10,350
3,099
182
59
38

—
10
—
—
—

10,018
2,973
177
44
27

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

982,613—

13,72810

13,239Notes:(1) Notional amount represents 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, not offset against derivative positions, was included in Other assets and Otherliabilities, respectively, of which amounts were ¥822 billion and ¥367 billion at March 31, 2012, and ¥742 billionand ¥503 billion at March 31, 2013, respectively.
Hedging activities
In order to qualify for hedge accounting, a derivative must be considered highly effective at reducing the risk
associated with the exposure being hedged. Each derivative must be designated as a hedge, with documentationof the risk management objective and strategy, including identification of the hedging instrument, the hedged
item and the risk exposure, and how effectiveness is to be assessed prospectively and retrospectively. The extent
to which a hedging instrument is effective at achieving offsetting changes in fair value or cash flows must be
assessed at least quarterly. Any ineffectiveness must be reported immediately in earnings. The MHFG Group’s
hedging activities include fair value and net investment hedges.
F-69

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Fair value hedges
The MHFG Group primarily uses option and forward contracts to modify exposure to changes in fair value ofavailable-for-sale securities. For qualifying fair value hedges, all changes in the fair value of the derivative andthe corresponding hedged item relating to the risk being hedged are recognized in earnings in Investment gains(losses)—net. The change in fair value of the portion of the hedging instruments excluded from the assessment ofhedge effectiveness is recorded in Trading account gains (losses)—net. No ineffectiveness exists because the
MHFG Group chooses to exclude changes in the option’s time value and price differences between the spot andthe forward from the effectiveness test. If the hedge relationship is terminated, the fair value adjustment to thehedged item continues to be reported as part of the basis of the item and is amortized to earnings as a yield
adjustment.
The following table summarizes gains and losses information related to fair value hedges for the fiscal years
ended March 31, 2011, 2012 and 2013:2011

Derivatives

Gains (losses) recorded in income
Net gain (loss) excluded
HedgedHedge
from assessment of
items
ineffectivenesseffectiveness(in millions of yen)Interest rate contracts . . . . . . . . . . . . . . . . . . . . . . . . . .

(1,191)

996

—

(195)

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

(1,191)

996

—

(195)

2012

Derivatives

Gains (losses) recorded in income
Net gain (loss) excluded
HedgedHedge
from assessment of
items
ineffectivenesseffectiveness(in millions of yen)Interest rate contracts . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity-related contracts . . . . . . . . . . . . . . . . . . . . . . . .

(214)
(285)

150
278

—
—

(64)
(7)

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

(499)

428

—

(71)

2013

Derivatives

Gains (losses) recorded in income
Net gain (loss) excluded
HedgedHedge
from assessment of
items
ineffectivenesseffectiveness(in millions of yen)Interest rate contracts . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity-related contracts . . . . . . . . . . . . . . . . . . . . . . . .

44
352

(81)
(394)

—
—

(37)
(42)

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

396

(475)

—

(79)

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 changes in the fair value of a hedging derivative instrument or nonderivative hedging financial
F-70

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
instrument is recorded in Foreign currency translation adjustments within Accumulated other comprehensive
income (loss), provided that the hedging instrument is designated and is effective as a hedge of the net
investment. The change in fair value of the ineffective portion is recorded in Foreign exchange gains (losses)—
net in earnings. No amount is excluded from the assessment of hedge effectiveness of net investment hedges.
The following table summarizes gains and losses information related to net investment hedges for the fiscal years
ended March 31, 2011, 2012 and 2013:
Gains (losses) recorded in income and other comprehensive income (“OCI”)
2011
2012
2013
Ineffective portion
Ineffective portion
Ineffective portion
Effective portion
recorded in
Effective portion
recorded in
Effective portion
recorded inrecorded in OCI
incomerecorded in OCI
incomerecorded in OCI
income(in millions of yen)

Financial instruments
hedging foreignexchange risk . . . .

43,740

5,168

8,024

1,666

(65,851)(2,908)

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

43,740

5,168

8,024

1,666

(65,851)(2,908)

Note: Related to the effective portion of net investment hedges, Accumulated other comprehensive income (loss)of ¥(1,144) million, ¥1,893 million and ¥13,858 million were reclassified to earnings for the fiscal years
ended March 31, 2011, 2012 and 2013, 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 hedging strategies: (1) interest-rate swap transactions for the purposeof hedging interest-rate risks in deposits, loans etc., (2) currency swap transactions for the purpose of hedging theforeign exchange risk of these assets, and (3) credit derivatives for the purpose of hedging the credit risk in loans,
RMBS, CMBS, CLO and other similar assets. Such derivatives are accounted for as trading positions. Thechange in fair value of those instruments are primarily recorded in Trading account gains (losses)—net, eventhough they are used to mitigate or transform the risk of exposures arising from banking activities. The net gain
(loss) resulting from changes in the fair 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).
The following table summarizes gains and losses on derivatives not designated or qualifying as hedges during the
fiscal years ended March 31, 2011, 2012 and 2013:
Gains (losses) recorded in income
2011
2012
2013
(in millions of yen)Interest rate contracts (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 250,222 261,632 219,422
Foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (105,504) (146,258) (91,300)
Equity-related contracts (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,223(7,143) (59,421)
Credit-related contracts (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(15,220)(5,575) (6,877)
Other contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,943
283
(2,378)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-71

142,664

102,939

59,446

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Notes:(1) Net gain (loss) excluded from assessment of effectiveness for fair value hedges is not included in the above table.
(2) Amounts include the net loss of ¥8,207 million, ¥3,391 million and ¥6,703 million on the credit derivatives
hedging the credit risk in loans during the fiscal years ended March 31, 2011, 2012 and 2013, 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 any 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 credit, which substantially offsets its exposure. Thus, thenotional amount is not a reliable indicator of the Group’s actual loss exposure.
The following table summarizes notional and fair value amounts of credit derivatives at March 31, 2012 and
2013:
2012
Notional amount2013
Fair value Notional amount(in billions of yen)

Fair value

Credit protection written
Investment grade . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-investment grade . . . . . . . . . . . . . . . . . . . . . . . .

2,072
1,303

(2)
2

1,810
652

1
1

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

3,375

—

2,462

2

Credit protection purchased . . . . . . . . . . . . . . . . . . . . . . . .

3,651

23

2,870

13

Note: Rating scale is based upon either external ratings or internal ratings. The lowest investment grade isconsidered to be BBB- or the corresponding internal rating, while anything below or unrated is considered
to be non-investment grade. Non-investment grade credit derivatives primarily consist of unrated credit
default swap indices such as CDX and iTraxx.
The following table shows the maximum potential amount of future payment for credit protection written by
expiration period at March 31, 2012 and 2013:
Maximum payout/Notional amount
2012
2013
(in billions of yen)

One year or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
After one year through five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
After five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,422
1,896
57

620
1,720
122

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

3,375

2,462

F-72

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Note: The maximum potential amount of future payment is the notional amount of the credit derivatives where
the Group wrote the credit protection, and it has not been reduced by the Group’s right of collection overthe underlying assets and the related cash flows, nor netted against that of credit protection purchased.
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 were to fall
below investment grade, the counterparties to the derivative instruments could request immediate payment or
demand immediate and ongoing full overnight collateralization on derivative instruments in the Group’s net
liability positions. The aggregate fair value of all derivative instruments with such credit-risk-related contingent
features in liability positions on March 31, 2012 and 2013 was ¥1,308 billion and ¥1,022 billion, respectively. As
the Group has provided ¥1,298 billion and ¥1,029 billion as collateral to the counterparties in its normal courseof business on March 31, 2012 and 2013, respectively, if the contingent features described above were triggered
on March 31, 2012 and 2013, the amount required to be posted as collateral or settled immediately would be¥10 billion on March 31, 2012, while there was no amount that the Group would be required to post as collateralor settle immediately on March 31, 2013. The prior year’s net liability, posted collateral and settlement amounthave been restated from the previously reported amounts of ¥1,585 billion, ¥1,379 billion and ¥206 billion,
respectively.
22. Commitments and contingencies
Obligations under guarantees
The MHFG Group provides guarantees or indemnifications to counterparties to enhance their credit standing andenable them to complete a variety of business transactions. The guarantee represents an obligation to makepayments to third parties if the counterparty fails to fulfill its obligation under a borrowing arrangement or othercontractual obligation.
The 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 an obligation to guarantee the customer’s borrowing contracts. The MHFG Group isrequired to make payments to the guaranteed parties in the event that customers fail to fulfill obligations under
the contracts.
Guarantees on securities
Guarantees on securities include an obligation to guarantee securities, such as bonds issued by customers.
Other guarantees
Other guarantees include an obligation to guarantee customers’ payment, such as tax payments.
F-73

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Guarantees for the repayment of trust principal
The MHFG Group provides certain trust products with guarantees for the repayment of trust principal, e.g., loan
trusts and certain jointly operated designated money trusts. Pursuant to Japanese trust-related laws, trustees areprohibited from compensating beneficiaries for any loss in the beneficial interests in each trust. However, under aspecial condition of the Japanese trust-related laws, trust banks as trustees are allowed to enter into an agreement
to compensate for any loss in the principal of the trust. The MHFG Group manages and administers the trust
assets to minimize exposures against losses from the guarantees for the repayment of trust principal, including
writing-off impaired loans and charging it to the trust account profits. In performing its fiduciary duties, theMHFG Group also manages the trust assets separately from its own proprietary assets on behalf of customers andkeeps separate records for the trust activities. On April 1, 2010, the MHFG Group consolidated certain
guaranteed principal money trusts. See Note 24 “Variable interest entities and securitizations” for further
discussion of the guaranteed principal money trust. 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 judged to be remote, the MHFG Group had no related reserve for credit losses
recorded in its consolidated financial statements.
Liabilities of trust accounts
The MHFG Group, as trustee, may enter into an agreement with a third party who is not the party to the relevant
trust agreement to the extent necessary to handle the trust affairs for the purpose of fulfilling the objectives of thetrust and, as such, the trustee shall be allowed to assume certain liabilities. Pursuant to Japanese trust-relatedlaws, the trustee is ultimately liable to pay those liabilities out of its proprietary assets in the event that the trust
assets are insufficient to cover those liabilities. 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 return collateral
under security lending transactions and others.
Derivative financial instruments
Certain written options and credit default swaps are deemed guarantees pursuant to the definition of guarantees in
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 counterparties. The
MHFG Group’s payments could involve a gross settlement or a net settlement. Because it is difficult in practice
to determine whether the counterparty has the asset, the liability or the equity security relating to the underlying,
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.
F-74

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Carrying amountThe MHFG Group records all guarantees and similar obligations subject to ASC 460 at fair value on the
consolidated balance sheets at the inception of the guarantee. The total carrying amount of guarantees and similar
obligations at March 31, 2012 and 2013 was ¥857 billion and ¥512 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 ¥840 billion and ¥493 billion at March 31, 2012 and 2013,
respectively.

Maximum exposure under guarantee contracts
The table below summarizes the remaining term and maximum potential amount of future payments by type ofguarantee at March 31, 2012 and 2013. The maximum potential amount of future payments disclosed below
represents the contractual amounts that could be repaid in the event of guarantees execution, 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 tounlimited losses; therefore, the table shows notional amounts of the contracts as a substitute for the maximum
exposure.
The MHFG Group, when necessary, requires collateral such as cash, investment securities and real estate or
third-party guarantees depending on the amount of credit risk involved, and employs means such as subparticipation to reduce the credit risk associated with guarantees. The maximum exposure or notional amounts
below does not represent the expected losses from the execution of the guarantees.

2012

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

2013

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
Maximum
After one year
potential/Contractual
throughor Notional amount One year or lessfive years
After five years(in billions of yen)

1,681
502
73
997
184
8,313
28,620

978
173
32
695
—
8,132
13,546

536
41
41
218
140
67
12,446

167
288
—
84
44
114
2,628

Amount by expiration period
Maximum
After one year
potential/Contractual
throughor Notional amount One year or lessfive years
After five years(in billions of yen)

1,750
452
146
1,068
171
8,606
23,582
F-75

935
159
19
826
—
8,428
10,185

619
51
127
217
133
72
11,837

196
242
—
25
38
106
1,560

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The table below presents maximum potential amount of future payments of performance guarantees, guarantees
on loans, guarantees on securities and other guarantees classified based on internal ratings at March 31, 2012 and
2013:
2012
2013
(in billions of yen)

Investment grade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-investment grade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,125
1,128

2,387
1,029

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

3,253

3,416

Note: Investment grade in the internal rating scale is generally corresponding to BBB- or above in 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’ request.
Commitments to extend credit
Commitments to extend credit are legally binding agreements to lend to customers on demand. They usually
have set maturity dates. These agreements differ from guarantees in that they are generally revocable or containprovisions that enable the MHFG Group to avoid payment or reduce the amount of credit extended under certain
conditions, such as the deterioration of the borrower’s financial condition or other reasonable conditions. The
MHFG Group monitors the financial condition of the potential borrowers throughout the commitment period todetermine whether additional collateral or changes in the terms of the commitment are necessary. Since many ofthese commitments to extend credit expire without being drawn upon, the total commitment amounts do notnecessarily represent future cash requirements.
Commitments to invest in securities
Commitments to invest in securities include legally binding contracts to make additional contributions toinvestment funds, such as venture capital funds or corporate recovery funds in accordance with the terms ofinvestment agreements.
Commercial letters of credit
Commercial letters of credit are issued in connection with customers’ trade transactions. Normally, the customers
cannot receive the goods until they make payment to a bank, and therefore these commercial letters of credit arecollateralized by the underlying goods. Upon issuance of commercial letters of credit, the MHFG Group monitors
the credit risk associated with these transactions to determine if additional collateral is required.

F-76

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The table below summarizes the contractual amounts with regard to these undrawn commitments at March 31,
2012 and 2013:
2012
2013
(in billions of yen)

Commitments to extend credit (Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commercial letters of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

53,088536

59,101
608

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

53,62459,709Note: Commitments to extend credit include commitments to invest in securities.
Allowance for losses on off-balance-sheet instruments
Other liabilities include an allowance for losses on off-balance-sheet instruments, of which amount at March 31,
2012 and 2013 was ¥112 billion and ¥102 billion, respectively.
LeasesThe MHFG Group leases certain office space and equipment under noncancelable agreements. Future minimum
rental commitments for noncancelable leases at March 31, 2013 were as follows:
Capitalized leases Operating leases(in millions of yen)

Fiscal year ending March 31:
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5,926
4,997
4,408
3,690
3,045
3,704

43,12919,83515,007
10,771
7,425
20,337

Total minimum lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

25,770116,504

Amount representing interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,364

Present value of minimum lease payments . . . . . . . . . . . . . . . . . . . . . . . . .

24,406

Total rental expense for the fiscal years ended March 31, 2011, 2012 and 2013 was ¥102,455 million,¥101,003 million and ¥98,459 million, respectively.
During prior years, the MHFG Group’s major banking subsidiaries sold their head offices (including land,buildings, facilities and equipment) to third parties. Concurrent with the sales, these subsidiaries leased theproperties back for periods of 5 and 10 years at total lease payment for the whole period of ¥214,690 million. The
terms of certain lease agreements were changed during the fiscal years ended March 31, 2009, 2011 and 2012,
and the total lease payment for the whole period increased to ¥215,210 million, consequently. The MHFG Group
recorded the transactions as operating leases. The future minimum lease payments under the terms of the relatedlease agreements were ¥39,421 million, ¥29,879 million and ¥15,907 million at March 31, 2011, 2012 and 2013,
respectively.

F-77

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Legal proceedings
The MHFG Group is involved in normal collection proceedings initiated by the Group and other legal
proceedings in the ordinary course of business.
The Group’s Indonesian subsidiary acts as collateral agent for the trustee of bond issuances made by subsidiaries
of Asia Pulp & Paper Company Ltd. (“APP”). In that role, the subsidiary is involved in a dispute between thebondholders and such APP subsidiaries in their capacities as the issuers, guarantors and/or pledgors of security
for the bonds relating to foreclosure proceedings on the collateral and has been named as a defendant in a lawsuitbrought by the obligors under the bonds in Indonesia. The Group’s consolidated financial statements do notinclude a reserve in relation to this dispute because the Group does not believe that the resolution of this matter
will have a significant impact on the consolidated financial condition or results of operations of the Group,
although there can be no assurance as to the foregoing.
23. Noncontrolling interests in consolidated subsidiaries
Noncontrolling interests represent the equity for the remaining outstanding voting stock of subsidiaries not
owned by the MHFG Group. The changes in noncontrolling interests in fiscal years ended March 31, 2011, 2012
and 2013 consisted of noncontrolling interests in net income or loss of subsidiaries, noncontrolling interests inchanges in other comprehensive income of subsidiaries and changes resulting from changes in the ownership
percentage of the Group in certain subsidiaries.
During the fiscal year ended March 31, 2012, the MHFG Group exchanged certain MHFG’s common stock for
30.15, 40.80 and 46.02 percent of the voting equity interests in MHTB, the former MHSC and the former MHIS,
respectively, in order to turn those subsidiaries into MHFG’s wholly-owned subsidiaries. See Note 14 “Common
stock” for further details of the transactions. Then the Group transferred 5.34 percent of the voting equity
interests in the former MHSC to The Norinchukin Bank.
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, investment funds,
trust arrangements, and structured finance. The Group consolidated certain of these VIEs, in accordance with the
new consolidation guidance effective April 1, 2010, where the Group was 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 be significant to the VIE. According to such new consolidation guidance, the MHFG Group
additionally consolidated certain VIEs and former qualifying special-purpose entities (“QSPEs”) that had notbeen consolidated prior to April 1, 2010. There are also other VIEs, where the Group determined that it was not
the primary beneficiary but had significant variable interests. In evaluating the significance of the variableinterests, the Group comprehensively takes into consideration the extent of its involvement with each VIE, suchas 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 thedetermination 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
be required to record in its consolidated statements of income as a result of its involvement with the VIE.
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 tables below show consolidated assets of the Group’s consolidated VIEs as well as total assets and maximum
exposure to loss for its significant unconsolidated VIEs, as of March 31, 2012 and 2013:
Significant
unconsolidated VIEs
Maximum
Consolidated assets Total assets exposure to loss
(in billions of yen)
Consolidated VIEs

2012

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

2,129
426
74
989
119

—
582
—
2,455
—

—
33
—
334
—

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

3,737

3,037

367

Significant
unconsolidated VIEs
Maximum
Consolidated assets Total assets exposure to loss
(in billions of yen)
Consolidated VIEs

2013

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

2,212
385
—
1,175
39

—
463
530
2,770
—

—
37
206
302
—

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

3,811

3,763

545

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 amount and classification of assets and liabilities on the MHFG Group’sbalance sheets that relate to its variable interests in the significant unconsolidated VIEs, as of March 31, 2012
and 2013:
Assets on balance sheets related to unconsolidated VIEs:

2012
2013
(in billions of yen)

Trading account assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

46
202
120

46
206
308

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

368

560

Liabilities on balance sheets and maximum exposure to loss related to unconsolidated VIEs:

2012
2013
(in billions of yen)

Payables under securities lending transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

15

14

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

15

14

Maximum exposure to loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

367

545

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Asset-backed commercial paper/loan programs
The MHFG Group manages several asset-backed commercial paper/loan programs that provide its clients’ offbalance-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 of commercial
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 a market incommercial 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 to determine
which assets will be held in 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 with the VIEs, the Group
has the obligation to absorb losses that could potentially be significant to the VIEs. Therefore, the Group
consolidated this type of VIEs.
Asset-backed securitizations
The MHFG Group acts as an arranger of various types of structured finance to meet clients’ off-balance-sheet
financing needs. In substantially all of these structured financing transactions, the transfer of the financial asset
by the client is structured to be bankruptcy remote by use of a bankruptcy remote entity, which is deemed to be a
VIE because its equity holder does not have decision making rights. The MHFG Group receives fees forstructuring and/or distributing the securities sold to investors. In some cases, the MHFG Group itself purchases
the securities issued by the entities and/or provides loans to the VIEs.
In addition, the MHFG Group establishes several single-issue and multi-issue special purpose entities that issue
collateralized debt obligations (“CDO”) or CLO, synthetic CDO/CLO or other repackaged instruments to meetclients’ and investors’ financial needs. The MHFG Group also arranges securitization transactions including
CMBS, RMBS and others. In these transactions, the MHFG Group acts as an underwriter, placement agent, asset
manager, derivatives counterparty, and/or investor to debt and equity instruments.
In certain VIEs, where the MHFG Group provides liquidity and credit support facilities, writes credit protection
or invests in debt or equity instruments in its role as an arranger, servicer, administrator or asset manager, etc.,
the Group has the power to determine which assets will be held in the VIEs or to manage and monitor theseassets. In addition, through the variable interests above, the Group has the obligation to absorb losses and theright to receive benefits that could potentially be significant to the VIEs. Therefore, the Group consolidated such
VIEs.
In a certain securitization transaction where the MHFG Group had transferred mortgage loans to a former QSPE,
the Group, as continuing involvement, provides servicing for, holds retained subordinated beneficial interests in,and retains credit exposure in the form of a guarantee in the mortgage loans. Prior to April 1, 2010, this entity
had been exempt from consolidation in accordance with the former accounting guidance. With elimination of theconcept of QSPEs, the Group consolidated the entity as of April 1, 2010. 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 bymanaging defaulted mortgage loans. In addition, through the retained interest and the involvement as a guarantor
above, the Group has the obligation to absorb losses and the right to receive benefits that could potentially besignificant to the entity.
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
F-80

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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 loss amount of securities andloans is generally limited to the amount invested because the Group has no contractual involvement in such VIEs
beyond its investments. Since the Group is involved in those VIEs only as an investor, the Group does notordinarily have the power to direct the VIEs’ activities that most significantly impact the VIEs’ economic
performance. However, the Group consolidated VIEs, where the transactions were tailored by the third party
arrangers to meet the Group’s needs as a main investor, who is eventually deemed to have the power todetermine which assets to be held in the 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 over such investment funds. The Group consolidates certain investment funds
where it is deemed to be the primary beneficiary. The Group has determined that certain investment vehicles
managed by the Group qualify for the deferral from certain requirements of ASC 810 that originated from SFAS
No.167, because they meet the criteria in ASU No.2010-10. Therefore, for these vehicles, the Group determines
whether it is the primary beneficiary by evaluation of whether it absorbs a majority of expected losses, receives amajority of expected residual returns, or both.
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.
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 in the VIEs or to manage these assets. In addition, through the principal guarantee agreement,
the Group has the obligation to absorb losses that could potentially be significant to the VIEs. Therefore, theGroup consolidated this type of 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 Group hasdetermined that it has no variable interests (Refer to Note 10 “Due to trust accounts”). See Note 22“Commitments and contingencies” for the balances of guaranteed trust principal unconsolidated at March 31,
2012 and 2013.
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 nonguaranteed 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.
The Group has determined that, in certain trust arrangements, certain requirements of ASC 810 that originatedfrom SFAS No.167 are deferred, because they meet the criteria in ASU No.2010-10. Therefore, for these trust
arrangements, the Group determines whether it is the primary beneficiary by evaluation of whether it absorbs amajority of expected losses, receives a majority of expected residual returns, or both.
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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. As the Group typically only provides senior financing with credit enhanced by subordinatedinterests and sometimes may act as an interest rate swap counterparty, the Group determined that, in this type of
VIEs, it does not have the power to direct the activities of the VIEs that most significantly impact the VIEs’
economic performance, or even the significant variable interests.
Securitization
The MHFG Group has had no significant transfers of financial assets, recognized no significant gains or losses
and retained no significant interests in securitization transactions accounted for as sales.
There are certain transactions where transfers of financial assets do not qualify for sales treatment but are
accounted for as secured borrowings. These transferred assets continue to be carried on the consolidated balance
sheets of the MHFG Group. Such assets are associated with securitization transactions and loan participationtransactions, which amounted to ¥132 billion and ¥60 billion as of March 31, 2012, and ¥174 billion and ¥62
billion as of March 31, 2013, respectively. Liabilities associated with securitization and loan participationtransactions are presented as Payables under securities lending transactions and Other short-term borrowings orLong-term debt, respectively, on the consolidated balance sheets.
25. Fees and commissions income
Details of Fees and commissions income for the fiscal years ended March 31, 2011, 2012 and 2013 are as
follows:
2011

2012
2013
(in millions of yen)

Securities-related business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125,534 116,567 132,787
Deposits, debentures and lending business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
95,20997,509 113,989
Remittance business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105,314 105,015 104,574
Trust fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47,20145,99045,621Fees for other customer services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208,842 210,332 215,837
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

582,100

575,413612,808

Securities-related business fees consist of broker’s fees and markups on securities underwriting and othersecurities related activities. Remittance business fees consist of service charges for funds transfer and collections.
Trust fees are earned primarily by fiduciary asset management and administration service for corporate pension
plans, investment funds, and other. Fees for other customer services include fees related to the MHFG Group’s
agency business, guarantee related business, and other.
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 tocapture gains arising from short-term changes in market value. Trading account gains (losses)—net also include
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
gains and losses related to changes in the fair value of derivatives and other financial instruments not eligible forhedge accounting under U.S. GAAP that are utilized to offset mainly interest rate risk related to the MHFG
Group’s various assets and liabilities, as well as gains and losses related to changes in the fair value of foreign
currency-denominated available-for-sale securities that are elected for fair value treatment under ASC 825,
“Financial Instruments” (“ASC 825”). Net trading gains (losses) for the fiscal years ended March 31, 2011, 2012
and 2013 are comprised of the following:
2011

2012
2013
(in millions of yen)

Trading account gains (losses)—net:
Trading securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
55,339 227,056 468,029
Derivative contracts:
Interest rate contracts (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 250,027 261,568 219,385
Foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (105,504) (146,258) (91,300)
Equity-related contracts (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,223(7,150) (59,462)
Credit-related contracts (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(7,012)(2,184)(174)
Other contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,943
283
(2,378)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange gains (losses)—net (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

206,016
55,998333,315
98,054534,100
20,514

Net trading gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

262,014431,369

554,614

Notes:(1) Net gain (loss) excluded from assessment of effectiveness for fair value hedges is included in the abovetable.
(2) Amounts do not include the net loss of ¥8,207 million, ¥3,391 million and ¥6,703 million on the credit
derivatives hedging the credit risk in loans during the fiscal years ended March 31, 2011, 2012 and 2013,
respectively. The net loss is recorded in Other noninterest expenses.
(3) Amounts include realized and unrealized gains and losses on both derivative instruments and nonderivative
instruments, such as translation gains and losses related to foreign currency-denominated available-for-salesecurities that are elected for fair value treatment under ASC 825.
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. Additionally, ASC 820 precludes (1) deferral of gains and losses at inception of certain
derivative contracts whose fair value was not evidenced by market-observable data, and (2) 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.

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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 price is available, the fair values of debt securities and over-thecounter derivative contracts in this category are determined using a pricing model 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 value
is determined using pricing models, discounted cash flow methodologies, or similar techniques, as wellas instruments for which the determination of fair value requires significant management judgment or
estimation.

Valuation process
The MHFG Group has established clear valuation policies which govern principles of fair value measurements
and authority and duty of each department. The Group has also established a well-documented procedure manual
which describes valuation techniques and related inputs for determining fair values of various financial
instruments. The policies require the measurement of fair values be carried out in accordance with the proceduresby middle offices or back offices which are independent from front offices. The policies also require risk
management department check and verify whether the valuation methodologies defined in the procedure manualare fair and proper and internal audit department periodically review the compliance of the procedures
throughout the Group. Although the valuation methodologies and related inputs are consistently used from period
to period, a change in market environment sometime leads to a change in the valuation methodologies and the
inputs. For instance, a change in market liquidity due to delisting or newly listing is one of key drivers of revision
to the valuation methodologies and the inputs. The key drivers also include the availability or the unavailabilityof market observable inputs and the development of new valuation methodologies. The price verification throughthe Group’s internal valuation process has an important role to identify whether the valuation methodologies andthe inputs need to be changed. The internal valuation process over the prices broker-dealers provide primarily forJapanese securitization products is described in more detail below in “Investments”. A change in the valuation
methodologies and/or the inputs require the revision of the valuation policies and procedure manual, which isapproved by appropriate authority, either CEO, head of risk management, and/or accounting, depending on thenatures and characteristics of the change.
Following is a description of valuation methodologies and inputs used for assets and liabilities measured at fairvalue 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, 2013, there were no material changes made to the Group’s valuation techniques and related inputs.
F-84

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 fair values of securities and such securities are classified in Level 1 of the fair value hierarchy. Level 1
securities include highly liquid government bonds and Ginnie Mae securities. When quoted prices for identicalsecurities are available, but not actively traded, such securities are classified in Level 2 of the fair value
hierarchy. When no quoted market price is available, the Group estimates fair values by using a pricing modelwith inputs that are observable in the market and such securities are classified in Level 2 of the fair value
hierarchy. Level 2 securities include Japanese local government bonds, corporate bonds, and commercial paper.
When less liquidity exists for securities, the quoted prices are stale or the prices from independent sources vary,such securities are generally classified in Level 3 of the fair value hierarchy. The fair value of foreign currency
denominated securitization products such as RMBS, CMBS, and asset-backed securities (“ABS”) is determinedprimarily 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 case that certain key inputs are unobservable orcannot be corroborated by observable market data, these financial instruments are classified in Level 3.
The investment funds are classified in either Level 1, Level 2, or Level 3 of the fair value hierarchy. Among
those funds, exchange-traded funds (“ETF”) are generally classified in Level 1, while the others are classified in
Level 2 or Level 3. Investment trusts and hedge funds are generally classified in Level 2, since those funds aremeasured at the net asset value (“NAV”) per share and the Group has the ability to redeem its investment with
the investees at NAV per share at the measurement date or within the near term. Contrarily, private equity funds
and real estate funds measured at NAV per share are generally classified in Level 3, since the Group never has
the ability to redeem its investment with the investees at NAV per share, nor can it redeem its investment with
the investees at NAV per share at the measurement date or within the near term.
Derivative financial instruments
Exchange-traded derivatives are valued using quoted market prices and so are classified in Level 1 of the fairvalue hierarchy. However, the majority of derivatives entered into by the Group are executed over-the-counterand so are valued using internal valuation techniques as no quoted market price is available for such instruments.
The valuation techniques depend on the type of derivatives. The principal techniques used to value these
instruments are discounted cash flow models and the Black-Scholes option pricing model, which are widely
accepted in the financial services industry. The key inputs vary with the type of derivatives and the nature of theunderlying instruments and include interest rate yield curves, foreign exchange rates, the spot price of theunderlying, volatility and correlation. Each item is placed in either Level 2 or Level 3 depending on theobservability of the significant inputs to the model. Level 2 derivatives include plain vanilla interest rate andcurrency swaps and option contracts. Derivative contracts valued using significant unobservable correlation orvolatility are classified in Level 3 of the fair value hierarchy.
Investments
Fair values of available-for-sale securities are determined primarily using the same procedures described for
trading securities above. Since private placement bonds have no quoted market prices, the fair values of suchbonds 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 corporate bonds are placed in either
Level 2 or Level 3 depending on the observability of the significant inputs to the model, such as credit risk. The
fair value of Japanese securitization products such as RMBS, CMBS, CDO, ABS, and CLO is generally based
upon single non-binding quoted prices from broker-dealers. Such quotes are validated through the Group’s
internal process. In the rare case where the Group finds the quoted prices to be invalid through its internalvaluation process, it adjusts their prices or alternatively estimates their fair values by using a discounted cash
F-85

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
flow model to incorporate the Group’s estimates of key inputs such as the most recent value of each underlying
asset, cash flow generated on the underlying assets, and discount margin. The validation of such prices varies
depending on the nature and type of the products. For the majority of RMBS, CDO, ABS and CLO products,
broker quotes are validated by investigating significant unusual monthly valuation fluctuations and comparing toprices internally computed through discounted cash flow models using assumptions and parameters offered bybrokers such as cash flows of underlying assets, yield curve, prepayment speed and credit spread. For the
majority of CMBS, the Group validates broker quotes through a review process that includes investigation ofsignificant 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 areclassified in Level 2, if the quoted prices are verified through either the recent market transaction or a pricing
model that can be corroborated by observable market data.
Other investments, except investments held by consolidated investment companies, have not been measured atfair value on a recurring basis. Investments held by consolidated investment companies mainly consist of
marketable and non-marketable equity securities and debt securities. The fair value of the marketable equity
securities is based upon quoted market prices. The fair value of the non-marketable equity securities is based
upon significant management judgment, as very limited quoted prices exist. When evaluating such securities, theGroup firstly considers recent market transactions of the identical security, if applicable. Otherwise, the Group
uses commonly accepted valuation techniques such as earnings multiples based on comparable public securities.
Non-marketable equity securities are generally classified in Level 3 of the fair value hierarchy. The fair value ofthe 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 risks are unobservable.
Long-term debt
Where fair value accounting has been elected for structured notes, the fair values of those are determined byincorporating the fair values of embedded derivatives primarily derived from the same procedures described forderivative financial instruments above. Such instruments are classified in Level 2 or Level 3 depending on theobservability of significant inputs to the model of the embedded derivatives. Where fair value accounting has
been elected for non-structured notes issued by a consolidated VIE, the fair values of those are determinedprimarily based upon the fair values of the underlying assets held by the consolidated VIE. Such instruments areclassified in Level 3 because the underlying assets held by the consolidated VIE are securitization products
classified in Level 3.

F-86

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Items measured at fair value on a recurring basis
Assets and liabilities measured at fair value on a recurring basis at March 31, 2012 and 2013, including those forwhich the MHFG Group has elected the fair value option, are summarized below:

2012

Level 1

Assets:Trading securities (1):Japanese government bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,017
Japanese local gov’t bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—U.S. Treasury bonds and federal agency securities . . . . . . . . . .
4,425
Other foreign gov’t bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,273
Agency mortgage-backed securities . . . . . . . . . . . . . . . . . . . . . .
1,894
Residential mortgage-backed securities . . . . . . . . . . . . . . . . . . .
—Commercial mortgage-backed securities . . . . . . . . . . . . . . . . . .
—Certificates of deposit and commercial paper . . . . . . . . . . . . . . .
—Corporate bonds and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
119Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
553
Derivatives:
Interest rate contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8Foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2Equity-related contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27
Credit-related contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—Other contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—Available-for-sale securities:
Japanese government bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,066
Japanese local gov’t bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—U.S. Treasury bonds and federal agency securities . . . . . . . . . .
101
Other foreign gov’t bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
279
Agency mortgage-backed securities . . . . . . . . . . . . . . . . . . . . . .
150
Residential mortgage-backed securities . . . . . . . . . . . . . . . . . . .
—Commercial mortgage-backed securities . . . . . . . . . . . . . . . . . .
—Japanese corporate bonds and other debt securities . . . . . . . . . .
—Foreign corporate bonds and other debt securities . . . . . . . . . . .
12Equity securities (marketable) . . . . . . . . . . . . . . . . . . . . . . . . . .
2,660
Other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Total assets at fair value on a recurring basis (2) . . . . . . . . . . . . . . . . . . . . .
Liabilities:
Trading securities sold, not yet purchased . . . . . . . . . . . . . . . . . . . . .
Derivatives:
Interest rate contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity-related contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit-related contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities at fair value on a recurring basis . . . . . . . . . . . . . . . . . . . .
F-87

Level 2 Level 3(in billions of yen)

Assets/Liabilities
at fair value

38
91
170
117
272
—
2
1,041
1,220
456

—
—
—
—
—
159
26
—
355
82

6,055
91
4,595
1,390
2,166
159
28
1,041
1,694
1,091

9,751
2,507
80
34
—

30
73
38
25
61

9,789
2,582
145
59
61

1,581
273
—
166
830
223
—
2,352
294
132
—

—
—
—
—
—
348
330
226
236
—
189

32,647
273
101
445
980
571
330
2,578
542
2,792
190

48,587

21,6302,178

72,395

4,610

78

—

4,688

5
1
46
—
—
—

9,408
2,537
118
34
—
1

40
36
16
2
46
460

9,453
2,574
180
36
46
461

4,662

12,176600

17,438MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

2013

Level 1

Level 2 Level 3(in billions of yen)

Assets:Trading securities (1):Japanese government bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,651
49Japanese local gov’t bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—125
U.S. Treasury bonds and federal agency securities . . . . . . . . . .
5,777
306
Other foreign gov’t bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,235
194
Agency mortgage-backed securities . . . . . . . . . . . . . . . . . . . . . .
2,055
596
Residential mortgage-backed securities . . . . . . . . . . . . . . . . . . .
——Commercial mortgage-backed securities . . . . . . . . . . . . . . . . . .
—3
Certificates of deposit and commercial paper . . . . . . . . . . . . . . .
—1,318
Corporate bonds and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50
1,176
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
622
503
Derivatives:
Interest rate contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7 10,319
Foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . .
53,066
Equity-related contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45
114
Credit-related contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—30
Other contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—18
Available-for-sale securities:
Japanese government bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,198
1,585Japanese local gov’t bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—244
U.S. Treasury bonds and federal agency securities . . . . . . . . . .
178—
Other foreign gov’t bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
334
264
Agency mortgage-backed securities . . . . . . . . . . . . . . . . . . . . . .
144
862
Residential mortgage-backed securities . . . . . . . . . . . . . . . . . . .
—150
Commercial mortgage-backed securities . . . . . . . . . . . . . . . . . .
——Japanese corporate bonds and other debt securities . . . . . . . . . .
—2,000
Foreign corporate bonds and other debt securities . . . . . . . . . . .
12345
Equity securities (marketable) . . . . . . . . . . . . . . . . . . . . . . . . . .
2,975
164
Other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1—
Total assets at fair value on a recurring basis (2) . . . . . . . . . . . . . . . . . . . . . 48,289 23,431
Liabilities:
Trading securities sold, not yet purchased . . . . . . . . . . . . . . . . . . . . .
Derivatives:
Interest rate contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity-related contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit-related contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities at fair value on a recurring basis . . . . . . . . . . . . . . . . . . . .

Assets/Liabilities
at fair value

—
—
—
—
—
100
91
—
417
71

4,700
125
6,083
2,429
2,651
100
94
1,318
1,643
1,196

24
28
23
29
20

10,350
3,099
182
59
38

—
—
—
—
—
292
250
215
202
—
75
1,837

30,783
244
178
598
1,006
442
250
2,215
559
3,139
76
73,557

182

—

3,520

8
9,997
4 2,968
51
110
—
35
—
8
—
171
3,401 13,471

13
11
16
9
19
381
449

10,018
2,983
177
44
27
552
17,321

3,338

Notes:(1) Trading securities include foreign currency denominated securities for which the MHFG Group elected thefair value option.
(2) Amounts include the investments measured at NAV per share at March 31, 2012 and 2013, of ¥631 billionand ¥715 billion, respectively, of which ¥581 billion and ¥667 billion, respectively, are classified in Level 2,and ¥50 billion and ¥48 billion, respectively, are classified in Level 3.
(3) Amounts represent items for which the Group elected the fair value option.
F-88

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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, 2012 and 2013:

2012

Change in
Net
Transfers
unrealized
April 1, realized/unrealized in and/or out ofMarch 31, gains (losses)
2011
gains (losses)
Level 3Purchases Sales Issuances Settlements
2012
still held (6)(in billions of yen)

Assets:Trading securities:
Other foreign gov’t
bonds . . . . . . . . . . . . . .
Residential mortgagebacked securities . . . . .
Commercial mortgagebacked securities . . . . .
Corporate bonds andother . . . . . . . . . . . . . .
Equity securities . . . . . . .
Derivatives, net (1):Interest rate contracts . . .
Foreign exchange
contracts . . . . . . . . . . .
Equity-related
contracts . . . . . . . . . . .
Credit-related
contracts . . . . . . . . . . .
Other contracts . . . . . . . .
Available-for-sale securities:
Residential mortgagebacked securities . . . . .
Commercial mortgagebacked securities . . . . .
Japanese corporate bonds
and other debt
securities . . . . . . . . . . .
Foreign corporate bonds
and other debt
securities . . . . . . . . . . .
Other investments . . . . . . . . . .
Liabilities:
Long-term debt . . . . . . . . . . . .

1

— (2)

—

—

(1)

—

—

—

—

206

(10) (2)

—

1

(3)

—

(35)

159

(8)

50

(3) (2)

—

2

(4)

—

(19)

26

(4)

452
96

(14) (2)(6) (2)

13
(2)

579
18

(510)
(24)

—
—

(165)
—

355
82

(19)
(4)

(20)

6 (2)

—

—

—

—

4

(10)

9

33

7 (2)

—

—

—

—

(3)

37

6

29

(9) (2)

—

—

—

—

2

22

(5)

25
20

(2) (2)
1 (2)

—
—

—
—

—
—

—
—

—
(6)

23
15

1
(3)

429

— (3)

—

31

(9)

—

(103)

348

(2)

486

11 (3)

—

36

(115)

—

(88)

330

(5)

289

(2) (3)

—

61

(2)

—

(120)

226

—

248
260

— (3)
(6) (4)

—
(1)

72
7

—
(8)

—
—

(84)
(63)

236
189

—
(8)

440

(9) (5)

—

—

—

80

(69)

460

(6)

F-89

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

2013

Gains
(losses)
April 1,in2012 Earnings

Change in
Gains
Transfers Transfers
unrealized(losses) in
into
out ofMarch 31, gains (losses)
OCI
Level 3
Level 3 Purchases Sales Issuances Settlements
2013
still held (6)(in billions of yen)

Assets:Trading securities:
Residential mortgage-backed
securities . . . . . . . . . . . . . . . . .
Commercial mortgage-backed
securities . . . . . . . . . . . . . . . . .
Corporate bonds and other . . . . .
Equity securities . . . . . . . . . . . . .
Derivatives, net (1):Interest rate contracts . . . . . . . . .
Foreign exchange contracts . . . . .
Equity-related contracts . . . . . . .
Credit-related contracts . . . . . . . .
Other contracts . . . . . . . . . . . . . .
Available-for-sale securities:
Residential mortgage-backed
securities . . . . . . . . . . . . . . . . .
Commercial mortgage-backed
securities . . . . . . . . . . . . . . . . .
Japanese corporate bonds andother debt securities . . . . . . . .
Foreign corporate bonds andother debt securities . . . . . . . .
Other investments . . . . . . . . . . . . . . . .
Liabilities:
Trading securities sold, not yetpurchased . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . .

159

17 (7)

—

—

—

2

(7)

—

(71)

100

6

26
355
82

1 (7)
72 (7)
4 (7)

—
—
—

—
14
3

—
(8)
(3)

72
609
10

(1)
(544)
(25)

—
—
—

(7)
(81)
—

91
417
71

—
42
(1)

(10)
37
22
23
15

16 (7)(18) (7)(10) (7)(6) (7)
— (7)

—
—
—
—
—

—
—
—
(1)
—

—
(8)
—
1
(14)

—
—
—
—
—

—
—
—
—
—

—
—
—
—
—

5
6
(5)
3
—

11
17
7
20
1

16
(21)
(10)
(5)
—

348

— (8)

6 (9)

—

—

29

(1)

—

(90)

292

—

330

2 (8)

12 (9)

—

—

31

(16)

—

(109)

250

(5)

226

(8)

1 (9)

—

—

95

—

—

(107)

215

—

4 (8)

6 (9)

—
—

—
—

28
6

(4)
(49)

—
—

(68)
(83)

202
75

—
—

—

(1)
(175)

(41)
—

42
—

—
142

—
(76)

—
381

—
(24)

—

236
189

12 (8)

—

—
460

— (7)
(26) (10)——4Notes:(1) Total Level 3 derivative exposures have been netted on the table for presentation purpose only.
(2) Realized and unrealized gains (losses) are reported in Trading account gains (losses)—net, Foreign exchange gains (losses)—net or Other
noninterest income (expenses).
(3) Realized gains (losses) are reported in Investment gains (losses)—net. Unrealized gains (losses) are reported in Accumulated othercomprehensive income (loss).
(4) Realized and unrealized gains (losses) are reported in Investment gains (losses)—net.
(5) Realized and unrealized gains (losses) are reported in Other noninterest income (expenses).
(6) Amounts represent total gains or losses recognized in earnings during the period. These gains or losses are attributable to the change in fair value
relating to assets and liabilities classified as Level 3 that are still held at March 31, 2012 and 2013.
(7) Gains (losses) in Earnings are reported in Trading account gains (losses)—net, Foreign exchange gains (losses)—net or Other noninterest income(expenses).
(8) Gains (losses) in Earnings are reported in Investment gains (losses)—net.
(9) Gains (losses) in OCI are reported in Accumulated other comprehensive income (loss).
(10) Gains (losses) in Earnings are reported in Other noninterest income (expenses).

Transfers between levels
Transfers of assets or liabilities between levels of the fair value hierarchy are assumed to occur at the beginningof the period.
There were no significant transfers of assets or liabilities between Level 1 and Level 2 for the fiscal year ended
March 31, 2012. During the fiscal year ended March 31, 2013, ¥37 billion of Trading securities was transferredfrom Level 1 to Level 2. Transfers of Trading securities were primarily related to certain Japanese government
bonds which were traded with less frequency and decreased liquidity for certain foreign corporate bonds.
There were no significant transfers of assets or liabilities between Level 1 or Level 2 and Level 3 for the fiscal
year ended March 31, 2012. During the fiscal year ended March 31, 2013, ¥17 billion of Trading securities and¥1 billion of net Derivative liabilities were transferred into Level 3. Transfers of Trading securities wereprimarily due to decreased liquidity for certain foreign corporate bonds and equity securities. Transfers of net
Derivative liabilities were primarily due to decreased price observability for certain credit derivatives. During the
F-90

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
fiscal year ended March 31, 2013, ¥11 billion of Trading securities, ¥1 billion of Trading securities sold, not yetpurchased and ¥21 billion of net Derivative assets were transferred out of Level 3. Transfers of Trading securities
and Trading securities sold, not yet purchased were primarily due to increased liquidity for certain Japanese andforeign corporate bonds and equity securities. Transfers of net Derivative assets were primarily due to increased
price observability for certain commodity derivatives and foreign exchange derivatives. During the fiscal year
ended March 31, 2013, ¥4 billion of transfers into Level 3 and ¥175 billion of transfers out of Level 3 forLong-term debt were primarily due to changes in the impact of unobservable inputs on the value of certain
structured notes.
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, 2013:
2013
Products/Instruments
Trading securities and Available-for-salesecurities:
Residential mortgage-backed
securities

Fair value Principal valuation technique
Unobservable inputs(in billions of yen, except for ratios and basis points)

Range of input values

392

Discounted cash flow
Price-based

Prepayment rate
Default rate
Recovery rate
Discount margin

0%–24%
0%–5%
70%–100%
7bps–2,616bps

Commercial mortgage-backed
securities

341

Discounted cash flow
Price-based

Discount margin9bps–3,929bps

Corporate bonds and other debt
securities

834

Discounted cash flow
Price-based

Prepayment rate (1)Default rate (1)Recovery rate (1)Discount margin (1)0%-43%
0%-8%
15%-85%0bps–4,918bps

Discount margin (2)0bps–1,232bps

Derivatives, net:
Interest rate contracts

11Internal valuation model (3)IR – IR correlation
Default rate (4)42%-100%
0%-63%

Foreign exchange contracts

17Internal valuation model (3)FX – IR correlation
FX – FX correlation
FX volatility
Default rate (4)36%-55%55%-55%16%-26%0%-63%

Equity-related contracts

7

Internal valuation model (3)Equity –IR correlation
Equity – FX correlation
Equity volatility

0%-60%
0%-70%
14%-48%Credit-related contracts (5)20Internal valuation model (3)Default rate
Credit correlation

0%-67%
2%-100%381

Internal valuation model (3)IR – IR correlation
FX – IR correlation
FX – FX correlation
Equity – IR correlation
Equity volatility
Default rate
Credit correlation

42%-100%
36%-55%55%-55%0%-60%
18%-48%0%-10%
2%-100%Long-term debt

F-91

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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 counterparty default rate derived from the MHFG Group’s own internal credit experience.
(5) The unobservable inputs related to credit derivatives economically hedging the credit risk in certain securitization products have been
included in the unobservable inputs related to Trading securities and Available-for-sale securities.
IR = Interest rate
FX = Foreign exchange

Sensitivity to unobservable inputs and interrelationship between unobservable inputs
Following is a description of the sensitivities and interrelationships of the significant unobservable inputs used tomeasure fair values of Level 3 assets and liabilities.
(1) Prepayment rate
Prepayment rate is an estimated rate at which voluntary unscheduled repayments of the principals of theunderlying assets are expected to occur. The movement of prepayment rate is generally negatively correlatedwith borrower delinquency. The change in prepayment rate would impact the valuation of fair values of financial
instruments either positively or negatively, depending on the structure of financial instruments.
(2) Default rate
Default rate is an estimate of the likelihood of not collecting contractual payments. An increase in default ratewould generally be accompanied by a decrease in recovery rate and an increase in discount margin. It would also
generally impact the valuation of fair values of financial instruments negatively.
(3) Recovery rate
Recovery rate is an estimate of the percentage of collecting contractual payments in the event of a default. An
increase in recovery rate would generally be accompanied by a decrease in default rate. It also would generally
impact the valuation of fair values of financial instruments positively.
(4) Discount margin
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 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 of correlation would impact the valuation of derivatives either positively or negatively,
depending on the nature of the underlying assets.
F-92

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)(6) Volatility
Volatility is a measure of expected change of variables over a fixed period of time. Some financial instruments
benefit from an increase in volatility and others benefit from a decrease. Generally, for a long position in an
option, an increase in volatility would result in an increase in fair values of financial instruments.
Items measured at fair value on a nonrecurring basis
Certain assets and liabilities are measured at fair value on a nonrecurring basis and are not included in the tables
above. These assets and liabilities primarily include items that are measured at the lower of cost or fair value, anditems that were initially measured at cost and have been written down to fair value as a result of impairment. The
following table shows the fair value hierarchy for those items as of March 31, 2012 and 2013.
2012

Total

Level 1

Level 2 Level 3(in billions of yen)

Assets:Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans held-for-sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Premises and equipment—net . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

188
3
17
—
—

—
—

—
5

—
—

Total assets at fair value on a nonrecurring basis . . . . . . . . . . . . .

208

Liabilities:
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities at fair value on a nonrecurring basis . . . . . . . . . . .

Aggregate cost

—
—
—

188
1
12
—
—

282
6
21
4
6

5

2

201

319

1

—

—

1

—

1

—

—

1

—

2013

Total

Level 1

Assets:Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans held-for-sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Premises and equipment—net . . . . . . . . . . . . . . . . . . . . . . . . . . . .

222
5
11
1

—
—
—
—

—

Total assets at fair value on a nonrecurring basis . . . . . . . . . . . . .

239

—

2

Level 2 Level 3(in billions of yen)

Aggregate cost

—
—

222
—
11
1

343
5
16
5

5

234

369

5

Loans in the table above have been impaired and measured based on the fair value of the underlying collateral.
Loans held-for-sale in the table above are accounted for at the lower of cost or fair value at the end of the fiscal
year. The items of which fair values are determined by using actual or contractually determined selling price data
are classified as Level 2. Due to the lack of current observable market information, the determination of fairvalue for items other than above requires significant adjustment based on management judgment and estimation,
which leads such items into Level 3.
Other investments in the table above, which consist of certain equity method investments and non-marketable
equity securities, have been impaired and written down to fair value. The fair value of the impaired marketable
equity method investment is determined by the quoted market price. As the security involved is traded in an
active exchange market, this item is classified as Level 1. The fair value of the impaired non-marketable equity
securities, which include non-marketable equity method investments, is determined primarily by using aliquidation value technique. As significant management judgment or estimation is required in the determinationof the fair value of non-marketable equity securities, these items are classified as Level 3.
F-93

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Premises and equipment—net in the table above have been impaired and written down to fair value.
Goodwill in the table above is entirely related to the former MHIS operating segment. Due to the decline of thefair value of the segment, the carrying amount of the goodwill was reduced to its fair value and an impairment
loss was recognized. As the determination of fair value of the goodwill required significant management
judgment and estimation, the item is classified as Level 3.
Other liabilities in the table above represent amounts recorded for loan commitments where loans drawn under
the commitment will be held for sale. The losses were measured in the same manner as loans held-for-sale above.
Fair value option
The MHFG Group elected the fair value option for certain eligible financial instruments described below.
Foreign currency denominated available-for-sale securities
Prior to the adoption of the fair value option under ASC 825, the changes in fair value of foreign currency
denominated available-for-sale securities had been accounted for in Accumulated other comprehensive income,net of tax, while the changes in fair value caused by foreign exchange fluctuation of foreign currency
denominated financial liabilities had been accounted for in earnings. The MHFG Group elected the fair value
option for those securities to mitigate the volatility in earnings due to the difference in the recognition of foreignexchange risk between available-for-sale securities and financial liabilities. Following the election of the fairvalue option, these securities have been 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. Following the election of thefair value option, those structured notes continue to be reported in Long-term debt and interest on thosestructured notes continues to be reported in Interest expense on long-term debt based on the contractual rates.
The differences between the aggregate fair value of those structured notes for which the fair value option has
been elected and the aggregate unpaid principal balance of such instruments were ¥39 billion and ¥9 billion atMarch 31, 2012 and 2013, respectively. The net unrealized losses resulting from changes in fair values of thosestructured notes of ¥7 billion and ¥30 billion, which included the fair value changes attributable to changes in theGroup’s own credit risk, were recorded in Other noninterest expenses for the fiscal years ended March 31, 2012
and 2013, respectively.
Financial assets and liabilities held by a consolidated VIE
The MHFG Group consolidates a VIE that issues CDOs where MHFG or its subsidiaries have been determined
to be the primary beneficiary. The Group elected the fair value option for certain assets held and notes issued by
the VIE to eliminate the divergence between accounting income and economic income. The assets were reported
in Trading account assets, while the notes were reported in Long-term debt. The fair value option enabled theGroup to recognize the gains or losses attributing to only the notes that the Group held. The difference between
the aggregate fair value of those notes for which the fair value option was elected and the aggregate unpaid
principal balance of such instruments was ¥12 billion at March 31, 2012. There was no significant change in fairvalues of those notes during the fiscal year ended March 31, 2012. At March 31, 2013, as the VIE was in theprocess of liquidation, those notes for which the fair value option was elected were no longer included in the
consolidated balance sheet.
F-94

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Fair value of financial instruments
ASC 825 requires the disclosure of the estimated fair value of financial instruments. 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 estimates of the fair values of financial
instruments. However, since no quoted market prices are available for certain financial instruments, fair values
for such financial instruments have been estimated based on management’s assumptions, discounted cash flow
models or other valuation techniques. Such estimation methods are described in more detail below. Theseestimates could be significantly affected by different sets of assumptions. There are certain limitations tomanagement’s best judgment in estimating fair values of financial instruments and inherent subjectivity involvedin estimation methodologies and assumptions used to estimate fair value. Accordingly, the net realizable or
liquidation values could be materially different from the estimates presented below.
ASC 825 does not require the disclosure of the fair value of nonfinancial instruments.
Following is a description of valuation methodologies used for estimating fair value for financial assets andliabilities not carried at fair value on the MHFG Group’s consolidated balance sheets.
Cash and due from banks, call loans and funds sold, and receivables under resale agreements and securities
borrowing transactions
The carrying value of short-term financial assets, such as cash and due from banks, interest-bearing deposits inother banks, call loans and funds sold, and receivables under resale agreements and securities borrowing
transactions approximates the fair value of these assets since they generally involve limited losses from credit
risk or have short-term maturities with interest rates that approximate market rates.
Investments
Fair values of held-to-maturity securities are determined primarily using the same procedures described for
trading securities and available-for-sale securities aforementioned in this section. The fair values of other equity
interests, which primarily comprise non-marketable equity securities, are not readily determinable, and theircarrying amounts of ¥561 billion and ¥537 billion at March 31, 2012 and 2013, respectively, were not included in
the disclosure.
Loans
Performing loans have been fair valued as groups of similar loans based on the type of loan, credit quality,
prepayment assumptions and remaining maturity. The fair value of performing 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 impaired loans is determined based on either discounted cash flows incorporating the Group’s best
estimate of the expected future cash flows or the fair value of the underlying collateral, if impaired loans arecollateral dependent. During the fiscal year ended March 31, 2013, a domestic bank subsidiary has changed theassumptions of the expected future cash flows for its performing loans with floating interest rates to refine thefair values. As a result of this refinement, total estimated fair value of loans, net of allowance for loan losses at
March 31, 2013, increased by ¥598 billion.
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,
F-95

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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. Majority of other financial assets isclassified as Level 2, and included in the table of 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.
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.
Commercial paper and other short-term borrowings
The carrying value of the majority of short-term borrowings approximates the fair value since they generally
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 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 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. Majority of other financial liabilities is classified as Level 2, and included in the table of Note 12“Other assets and liabilities”.
The fair values of certain off-balance-sheet financial instruments, such as commitments to extend credit andcommercial letters of credit, are not considered material to the consolidated balance sheets at March 31, 2012 and
2013.
F-96

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table shows the carrying amounts and fair values at March 31, 2012 and 2013, of certain financial
instruments, excluding financial instruments which are carried at fair values on a recurring basis and thoseoutside the scope of ASC 825 such as the equity method investments and lease contracts as defined in ASC 840,
“Leases” (“ASC 840”):
2012
Carrying Estimatedamountfair value(in billions of yen)

Financial assets:
Cash and due from banks, call loans and funds sold, and receivables under resaleagreements and securities borrowing transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans, net of allowance for loan losses (Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial liabilities:
Noninterest-bearing deposits, call money and funds purchased, and payables under
repurchase agreements and securities lending transactions . . . . . . . . . . . . . . . . . . . . .
Interest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due to trust accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commercial paper and other short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

21,141
1,802
65,275

21,141
1,816
65,59737,652
79,266560
13,9507,982

37,652
79,209560
13,946
8,326

Carrying
amount2013
Estimated fair value
Total
Level 1
Level 2(in billions of yen)

Financial assets:
Cash and due from banks, call loans and funds sold, andreceivables under resale agreements and securities
borrowing transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans, net of allowance for loan losses (Note) . . . . . . . . . . . . .

27,5833,000
69,02827,5833,020
70,261

903
3,020
—

26,680————70,261

Financial liabilities:
Noninterest-bearing deposits, call money and funds
purchased, and payables under repurchase agreements andsecurities lending transactions . . . . . . . . . . . . . . . . . . . . . .
Interest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due to trust accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commercial paper and other short-term borrowings . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

48,04887,247
619
6,724
8,235

48,04887,210
619
6,723
8,598

12,796
34,596———35,252
52,614
619
6,723
7,967

—
—
—
—
631

Level 3

Note: Loans, net of allowance for loan losses include items measured at fair value on a nonrecurring basis.
28. Related party transactions
Transactions with directors, executive officers, and their associates
The banking subsidiaries of MHFG make loans to the MHFG Group’s directors, executive officers, and theirassociates in their ordinary course of business. At March 31, 2012 and 2013, outstanding loans to such relatedparties were not considered significant. These related party loans were made on substantially the same terms,
F-97

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
including interest rate and collateral, as those prevailing at the same time for comparable transactions withunrelated parties. At March 31, 2012 and 2013, there were no loans to these related parties that were considered
impaired.
Other transactions, such as deposits, were entered into between MHFG’s subsidiaries and the MHFG Group’s
directors, executive officers, and their associates during the fiscal years ended March 31, 2011, 2012 and 2013.
The outstanding amounts of these transactions, which were made in the ordinary course of business with terms
equivalent to those with unrelated parties, were not considered significant.
Transactions with other related parties
A number of transactions were entered into with other related parties, such as MHFG’s employees and affiliates
accounted for under the equity method. These transactions included loans, deposits, and other banking services.
They were not significant in amount and were conducted with substantially the same terms as those forcomparable transactions with unrelated parties.
29. Business segment information
Under U.S. GAAP, companies report segment information based on the way management disaggregates thecompany for making operating decisions. The MHFG Group’s operating segments are based on the nature of the
products and services provided, the type of customer and the Group’s management organization. The businesssegment information set forth below is derived from the internal management reporting systems used bymanagement to measure the performance of the Group’s business segments. The management measures theperformance of each of the operating segments primarily in terms of “net business profits” in accordance withinternal managerial accounting rules and practices. Net business profits is used in Japan as a measure of the
profitability of core banking operations, and is defined as gross profits (or the sum of net interest income,fiduciary income, net fee and commission income, net trading income and net other operating income) lessgeneral and administrative expenses (excluding non-recurring losses). Measurement by net business profits isrequired for regulatory reporting to the Financial Services Agency. Therefore, the format and information arepresented primarily on the basis of Japanese GAAP and are not consistent with the consolidated financial
statements prepared in accordance with U.S. GAAP. A reconciliation is provided for the segments’ total net
business profits with Income before income tax expense under U.S. GAAP.
Note 30 “Foreign activities” provides financial information relating to the MHFG Group’s operations bygeographic area.
As of the balance sheet date, MHFG managed its business portfolio through the three Global Groups: the Global
Corporate Group, the Global Retail Group, and the Global Asset & Wealth Management Group. The Global
Corporate Group consisted primarily of MHCB, the Global Retail Group consisted primarily of MHBK, and the
Global Asset & Wealth Management Group consisted primarily of MHTB. The former MHSC and the former
MHIS which had belonged to the Global Corporate Group and the Global Retail Group respectively, merged in
January, 2013 and were launched as the new MHSC. The new MHSC belonged to both of the Global Corporate
Group and the Global Retail Group. In addition, beginning on April 1, 2013, the new MHSC was turned into a
directly-held subsidiary of MHFG.
Operating segments of MHCB and MHBK were aggregated within each entity based on customer characteristics
and functions. Operating segments of MHCB were aggregated into three reportable segments, domestic,
international, and trading and others. Operating segments of MHBK were also aggregated into three reportable
F-98

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
segments, retail banking, corporate banking, and trading and others. In addition to the three Global Groups,
subsidiaries that provided services to a wide range of customers and that did not belong to a specific Global
Group were aggregated in Others.
Beginning on April 1, 2012, with the implementation of the “substantive one bank” structure, in addition to
managing our business portfolio through the three Global Groups as described above, MHFG has also begun
managing MHBK and MHCB as one entity substantively with four reportable segments: retail banking; corporatebanking; international; and trading and others.
Beginning on April 1, 2013, MHFG moved to a new group operational structure and established ten business
units such as personal banking unit, retail banking unit, corporate banking unit etc., and head-office coordination
divisions to determine strategies and initiatives across the group-wide banking, trust banking, securities and otherbusiness areas, based on the ten business units across MHBK and MHCB under the “substantive one bank”
structure, and the existing three global groups were abolished.
In addition, MHBK and MHCB merged on July 1, 2013 and were launched as the new MHBK.
The descriptions set forth below are effective as of the balance sheet date.
The Global Corporate GroupMHCBMHCB was the main operating company of the Global Corporate Group and provided banking and otherfinancial services to large corporations, financial institutions, public sector entities, foreign corporations,
including foreign subsidiaries of Japanese corporations, and foreign governmental entities.
(1) Domestic
This segment provided a variety of financial products and services to large corporations, financial institutions andpublic sector entities in Japan. The products and services it offered included commercial banking, advisory
services, syndicated loan arrangements and structured finance.
(2) International
This segment mainly offered commercial banking and foreign exchange transaction services to foreign
corporations, including foreign subsidiaries of Japanese corporations, through MHCB’s overseas network.
(3) Trading and others
This segment supported the domestic and international segments in offering derivatives and other risk hedging
products to satisfy MHCB’s customers’ financial and business risk control requirements. It was also engaged in
MHCB’s proprietary trading, such as foreign exchange and bond trading, and asset and liability management.
This segment also included costs incurred by headquarters functions of MHCB.
(4) MHSC
The former MHSC and the former MHIS merged to form the new MHSC in January, 2013. The new MHSC
belonged to both of the Global Corporate Group and the Global Retail Group and provided full-line securities
services to corporations, financial institutions, public sector entities and individuals.
F-99

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)(5) Others
This segment consisted of MHCB’s subsidiaries and affiliates other than MHSC. These entities offered financial
products and services in specific areas of business or countries mainly to customers of the Global Corporate
Group.
The Global Retail GroupMHBKMHBK was the main operating company of the Global Retail Group. MHBK provided banking and otherfinancial services mainly to individuals, SMEs and middle-market corporations through its domestic branches
and ATM network.
(6) Retail banking
This segment offered banking products and services, including housing and other personal loans, credit cards,
deposits, investment products and consulting services, to MHBK’s individual customers through its nationwide
branches and ATM network, as well as telephone and Internet banking services.
(7) Corporate banking
This segment provided loans, syndicated loan arrangements, structured finance, advisory services, other banking
services and capital markets financing to SMEs, middle-market corporations, local governmental entities andother public sector entities in Japan.
(8) Trading and others
This segment supported the retail banking and corporate banking segments in offering derivatives and other risk
hedging products to satisfy MHBK’s customers’ financial and business risk control requirements. It was also
engaged in MHBK’s proprietary trading, such as foreign exchange and bond trading, and asset and liability
management. This segment also included costs incurred by headquarters functions of MHBK.
(9) The former MHISThe former MHIS merged with the former MHSC to form the new MHSC in January, 2013. The former MHIS
offered securities services to individuals and corporate customers of the Global Retail Group and provided those
corporate customers with support in procuring funds through capital markets.
(10) Others
This segment consisted of MHBK’s subsidiaries and affiliates other than the former MHIS. These entities, suchas Mizuho Capital Co., Ltd. and Mizuho Business Financial Center Co., Ltd., offered financial products andservices in specific areas of business to customers of the Global Retail Group.
The Global Asset & Wealth Management Group(11) MHTBMHTB was the main operating company of the Global Asset & Wealth Management Group and offered products
and services related to trust, real estate, securitization and structured finance, pension and asset management andstock transfers.
F-100

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)(12) Others
This segment included companies other than MHTB that were a part of the Global Asset & Wealth Management
Group. These companies included TCSB, Mizuho Asset Management Co., Ltd., DIAM Co., Ltd., which was anequity-method affiliate, and Mizuho Private Wealth Management Co., Ltd. They offered products and services
related to trust and custody, asset management and private banking.
(13) Others
This segment consisted of MHFG and its subsidiaries that did not belong to a specific Global Group but provided
their services to a wide range of customers. Under this segment, the MHFG Group offered non-banking services,
including research and consulting services through Mizuho Research Institute Ltd., information technologyrelated services through Mizuho Information & Research Institute, Inc., and advisory services to financial
institutions through Mizuho Financial Strategy Co., Ltd.
The information below for reportable segments is derived from the internal management reporting system as ofMarch 31, 2013. Management does not use information on segments’ assets to allocate resources and assess
performance and has not prepared information on segment assets. Accordingly, information on segment assets is
not available.
Global Corporate Group

2011

Total

Total

Global Asset & WealthManagement Group

Global Retail Group

MHCB

MHBK

InterDomestic national(1)(2)

Tradingandothers MHSC Others
(3)
(4)
(5)

Total

Total

Retail Corporatebanking banking(6)(7)

Trading The
andformerothers MHIS Others
(8)
(9)
(10)

Total

MHTB Others Others
(11)
(12)
(13)

Total

(in billions of yen)

Gross profits:
Net interest income(expense) . . . . . . . . . . . 457.0 395.8 176.0
Net noninterest
income . . . . . . . . . . . . . 483.5 282.5 115.2

266.9

56.7

34.6

124.9

78.0 49.8

Total . . . . . . . . . . . . . . . . . . 940.5 678.3 291.2 143.2 243.9 149.7 112.5 909.3 809.3 282.8
General and administrative
expenses . . . . . . . . . . . . . 471.3 235.0 88.8 62.1 84.1 160.9 75.4 605.3 554.8 237.7
Others . . . . . . . . . . . . . . . . . (56.7) ————— (56.7) (15.9) —
—

391.8

134.7 50.4 49.6 169.4 123.5 45.9

223.7
—

93.4 41.0 9.5 117.5 79.0 38.5 0.2 1,194.3—— (15.9) (2.1) — (2.1) (14.6) (89.3)

168.1

41.3

Net business profits(losses) . . . . . . . . . . . . . . . 412.5 443.3 202.4

86.3 133.5(9.2) 70.4 614.5 571.8 248.2

56.9 110.4 158.9 42.1 294.8 237.5

81.1 159.8 (11.2) (19.6)288.1 254.5

Global Corporate Group

Total

Total

0.9

(5.4) 1,109.5

7.5 126.0 81.0 45.0 11.5

9.4 24.2 49.8 44.5

5.3

915.8

6.1 2,025.3(8.7) 741.7

Global Asset & WealthManagement Group

Global Retail Group

MHCB

2012

45.1

0.6 42.1 43.4 42.5

MHBK

Trading
Interand
Domestic national others MHSC Others
(1)
(2)
(3)
(4)
(5)

Total

Total

Retail Corporatebanking banking(6)(7)

Trading The
andformerothers MHIS Others
(8)
(9)
(10)

Total

MHTB Others Others
(11)
(12)
(13)

Total

(in billions of yen)

Gross profits:
Net interest income(expense) . . . . . . . . . . . 468.3 395.0 171.4
Net noninterest income . . 449.4 286.8 131.3

90.3 133.3 (4.1) 77.4 583.9 545.4 224.3
86.9 68.6 120.5 42.1 305.8 253.3 32.1

253.7
136.8

67.4 0.7 37.8 43.4 42.7 0.7 (7.3) 1,088.3
84.4 43.9 8.6 131.2 84.3 46.9 28.4 914.8

Total . . . . . . . . . . . . . . . . . . . 917.7 681.8 302.7 177.2 201.9 116.4 119.5 889.7 798.7 256.4
General and administrative
expenses . . . . . . . . . . . . . . 465.4 244.9 88.5 60.3 96.1 144.8 75.7 608.5 556.4 218.6
Others . . . . . . . . . . . . . . . . . . (52.1) ————— (52.1) (14.0) —
—

390.5

151.8 44.6 46.4 174.6 127.0 47.6 21.1 2,003.1

227.6
—

110.2 40.9 11.2 117.1 78.0 39.1 15.3 1,206.3—— (14.0) (1.9) — (1.9) (9.7) (77.7)

162.9

41.6

Net business profits(losses) . . . . . . . . . . . . . . . 400.2 436.9 214.2 116.9 105.8 (28.4) (8.3)267.2 242.3

F-101

37.8

3.7 21.2 55.6 49.0

6.6 (3.9)

719.1

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Global Corporate Group
MHCB

2013

Total

Total

InterDomestic national(1)(2)

Global Asset & WealthManagement Group

Global Retail Group
MHBK

Tradingandothers MHSC Others
(3)
(4)
(5)

Total

Retail Corporatebanking banking
(6)
(7)

Total

Trading The
andformerothers MHIS Others
(8)
(9)
(10)

Total

MHTB Others Others
(11)
(12)
(13)

Total

(in billions of yen)

Gross profits:
Net interest income(expense) . . . . . . . . . .
Net noninterest
income . . . . . . . . . . . .

486.1 401.7 157.0 109.6 135.1

87.6 184.2 55.2 360.3 313.7

234.3

68.9

0.4 36.4

40.5 41.1 (0.6) (1.3) 1,075.9

37.4

162.0

114.3 35.1 11.5 130.9 82.5 48.4 31.8 1,095.8

Total . . . . . . . . . . . . . . . . . . 1,058.9 735.1 298.1 214.3 222.7 179.3 144.5 910.9 827.5 248.0
General and administrative
expenses . . . . . . . . . . . . . 471.9 241.1 80.0 61.5 99.6 142.8 88.0 568.2 524.4 209.3
Others . . . . . . . . . . . . . . . . (50.0) ————— (50.0) (7.4) —
—

396.3

183.2 35.5 47.9 171.4 123.6 47.8 30.5 2,171.7

216.7
—

98.4 30.7 13.1 114.3 74.3 40.0 16.6 1,171.0—— (7.4) (1.7) — (1.7) (29.4) (88.5)

179.6

84.8

Net business profits(losses) . . . . . . . . . . . . . .

572.8 333.4 141.1 104.7(4.9) 89.3 550.6 513.8 210.6

537.0 494.0 218.1 152.8 123.1

36.5

6.5 335.3 303.1

38.7

4.8 27.4

55.4 49.3

6.1 (15.5) 912.2

Notes:(1) (5) Others, (10) Others, and (12) Others include elimination of transactions between companies within the Global Corporate Group, the Global Retail Group,and the Global Asset & Wealth Management Group, respectively. (13) Others include elimination of transactions between the Global Groups.
(2) Beginning the fiscal year ended March 31, 2013, with the implementation of the “substantive one bank” structure, new allocation methods among segments
within MHCB and MHBK have been applied to the calculation of the respective “Gross profits” and “General and administrative expenses”. Figures for the
fiscal year ended March 31, 2012 have been reclassified under new allocation methods.
(3) As for the fiscal year ended March 31, 2013, “MHSC (4)” reports the sum of the performance of the former MHSC for the first three quarters and the new
MHSC for the fourth quarter, following the merger of the former MHSC and the former MHIS conducted in January 2013. “The former MHIS (9)” reports
the performance of the former MHIS for the first three quarters.

“Substantive One Bank” Structure
MHBK and MHCB (“Substantive One Bank” Structure)
Trading
RetailCorporateandbankingbanking
International
othersTotal(in billions of yen)

2011

Gross profits:
Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net noninterest income . . . . . . . . . . . . . . . . . . . . . . . . .

248.2
34.6

442.9
240.1

86.3
56.9

190.2
188.4

967.6
520.0

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative expenses . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

282.8
237.7
—

683.0
312.5
—

143.2
62.1
—

378.6
177.5
—

1,487.6
789.8—

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

45.1

370.5

81.1

201.1

697.8

MHBK and MHCB (“Substantive One Bank” Structure)
Trading
RetailCorporateandbankingbanking
International
othersTotal(in billions of yen)

2012

Gross profits:
Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net noninterest income . . . . . . . . . . . . . . . . . . . . . . . . .

224.3
32.1

425.1
268.1

90.3
86.9

200.7
153.0

940.4
540.1

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative expenses . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

256.4
218.6
—

693.2
316.1
—

177.2
60.3
—

353.7
206.3
—

1,480.5
801.3—

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

37.8

377.1

116.9

147.4

679.2

F-102

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
MHBK and MHCB (“Substantive One Bank” Structure)
Trading
RetailCorporateandbankingbanking
International
othersTotal(in billions of yen)

2013

Gross profits:
Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net noninterest income . . . . . . . . . . . . . . . . . . . . . . . . .

210.6
37.4

391.3
303.1

109.6
104.7

204.0
201.9

915.5
647.1

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative expenses . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

248.0
209.3
—

694.4
296.7
—

214.3
61.5
—

405.9
198.0
—

1,562.6
765.5—

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

38.7

397.7

152.8

207.9

797.1

Reconciliation
As explained above, the measurement base for the internal management reporting system and the income andexpenses items covered are different from the accompanying consolidated statements of income. Therefore, it isimpracticable to present reconciliations of all the business segments’ information, other than net business profits,
to corresponding items in the accompanying consolidated statements of income.
A reconciliation of total net business profits under the internal management reporting system for the fiscal years
ended March 31, 2011, 2012 and 2013 presented above to Income before income tax expense shown on the
consolidated statements of income is as follows:
2011
2012
2013
(in billions of yen)

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

741.7

U.S. GAAP adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Provision) credit for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net gains (losses) related to equity investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-recurring personnel expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gains on disposal of premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Provision) credit for losses on off-balance-sheet instruments . . . . . . . . . . . . . . . . . . . . . .
Others—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(98.4) 87.2 129.2(0.6) 23.0 (139.9)
2.2 (90.5)
28.2(22.8) (39.3) (23.5)
13.5
19.9
12.4
(4.4)
1.2
(4.6)
(19.8) (57.8) (28.8)

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

611.4

F-103

719.1

662.8

912.2

885.2

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
30. Foreign activities
The following table presents consolidated income statement and total assets information by major geographic
area. Foreign activities are defined as business transactions that involve customers residing outside of Japan.
However, as the MHFG Group’s operations are highly integrated globally, estimates and assumptions have been
made for an allocation among the geographic areas.

Japan

Asia/Oceania
excludingJapan,
Americas
Europeand others(in billions of yen)

Total

Fiscal year ended March 31, 2011:
Total revenue (1) . . . . . . . . . . . . . . . . . . . . . . . .
Total expenses (2) . . . . . . . . . . . . . . . . . . . . . . . .

1,943.1
1,627.8

281.6
111.6

128.0
69.5

144.0
76.4

2,496.7
1,885.3

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

315.3

170.0

58.5

67.6

611.4

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

133.7

165.8

57.5

61.1

418.1

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

125,412.6

21,795.4

8,521.6

6,256.1

161,985.7

Fiscal year ended March 31, 2012:
Total revenue (1) . . . . . . . . . . . . . . . . . . . . . . . . .
Total expenses (2) . . . . . . . . . . . . . . . . . . . . . . . .

1,965.7
1,561.2

251.3
104.0

132.0
102.9

178.2
96.3

2,527.2
1,864.4

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

404.5

147.3

29.1

81.9

662.8

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

419.2

131.2

28.1

70.5

649.0

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

124,443.6

25,368.9

8,868.5

7,680.6

166,361.6

Fiscal year ended March 31, 2013:
Total revenue (1) . . . . . . . . . . . . . . . . . . . . . . . . .
Total expenses (2) . . . . . . . . . . . . . . . . . . . . . . . .

2,190.7
1,668.9

383.7
140.5

125.8
48.4

162.6
119.8

2,862.8
1,977.6

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

521.8

243.2

77.4

42.8

885.2

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

524.7

252.3

75.0

29.2

881.2

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

126,768.8

31,168.8

10,591.2

10,218.2

178,747.0

Notes:(1) Total revenue is comprised of Interest and dividend income and Noninterest income.
(2) Total expenses are comprised of Interest expense, Provision (credit) for loan losses and Noninterest
expenses.

F-104

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
31. Mizuho Financial Group, Inc., parent company
The following tables present the parent company only financial information of MHFG:
Condensed balance sheets
2012
2013
(in millions of yen)

Assets:Cash and due from banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest-bearing deposits in other banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in subsidiaries and affiliated companies . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

167
14,286
5,817,075
79,328200
26,165
6,962,630
152,351

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

5,910,856

7,141,346

Liabilities and shareholders’ equity:
Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,181,070
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
240,000
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19,020Shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,470,766

1,146,995
240,000
26,231
5,728,120

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

7,141,346

5,910,856

Condensed statements of income
2011

2012
2013
(in millions of yen)

Income:Dividends from subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management fees from subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

16,54429,87922,157

7,955 233,056
29,747
28,835
12,643
34,668

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

68,58050,345296,559

Expenses:
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

19,674
16,165
4,471

21,26016,383
1,431

21,075
15,8701,207

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

40,31039,074

38,152Equity in undistributed net income of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . .

384,463

645,308

617,565

Income before income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 412,733 656,579 875,972
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
64
190
560
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-105

412,669

656,389875,412MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Condensed statements of cash flows
2011

Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2012
2013
(in millions of yen)412,669 656,389 875,412(396,510) (644,977) (685,149)

Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . .

16,15911,412

190,263

Cash flows from investing activities:
Payments for purchases of securities of subsidiaries . . . . . . . . . . . . . . . . . .
Net change in other investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(751,620)(43,582)

(212)
80

—
1,570

Net cash provided by (used in) investing activities . . . . . . . . . . . . . . .

(795,202)

(132)

1,570

Cash flows from financing activities:
Net change in short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 161,265
60,000(40,000)
Proceeds from issuance of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . 751,620 146,499—
Purchases of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3)(2,560)(7)
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (134,644) (215,937) (152,542)
Net change in other financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
818
730
749
Net cash provided by (used in) financing activities . . . . . . . . . . . . . . .

779,056(11,268) (191,800)

Net increase in cash and due from banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and due from banks at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . .

13
142

12
155

33
167

Cash and due from banks at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . .

155

167

200

32. Subsequent events
Acquisition and cancellation of thirteenth series class XIII preferred stock
On July 11, 2013, MHFG acquired and cancelled all of the shares of the thirteenth series class XIII preferredstock. The details are as follows.
(1) Aggregate number of shares acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,690,000 shares(2) Acquisition price per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥1,008.384(3) Total amount of acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥36,997,608,960(4) Aggregate number of share cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,690,000 shares(all of the shares of the thirteenth series class XIII preferred stock acquired, as described in (1) above)(5) Date of acquisition and cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
July 11, 2013

F-106

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/ Yasuhiro Sato
Name: Yasuhiro Sato
Title: President & CEO
July 23, 2013

EXHIBIT INDEXExhibit
NumberDescription of Exhibits

1.1

Articles of Incorporation of Mizuho Financial Group, Inc., dated June 27, 2013 (English
Translation)

1.2

Bylaws Regarding the Board of Directors of Mizuho Financial Group, Inc., effective from January
8, 2003 and as amended on June 8, 2003, June 27, 2006 and April 1, 2013 (English Translation)

1.3

Regulations of Board of Corporate Auditors of Mizuho Financial Group, Inc., effective fromJanuary 9, 2003 and as amended on September 25, 2006 and July 1, 2013 (English Translation)

1.4

Share Handling Regulations of Mizuho Financial Group, Inc., dated January 4, 2013 (English
Translation)

2.1

Form of American Depositary Receipt*

2.2

Form of Deposit Agreement among the registrant, The Bank of New York Mellon (formerly The
Bank of New York) as Depositary and all owners and holders from time to time of American
Depositary Receipts issued thereunder**8

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

11

Code of Ethics of Mizuho Financial Group, Inc.***12.1

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

12.2

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

13.1

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

101.INSXBRL Instance Document

101.SCHXBRL Taxonomy Extension Schema

101.CALXBRL Taxonomy Extension Calculation Linkbase

101.DEFXBRL Taxonomy Extension Definition Linkbase

101.LABXBRL Taxonomy Extension Label Linkbase

101.PREXBRL Taxonomy Extension Presentation Linkbase

*
**
***

Incorporated by reference to our annual report on Form 20-F (No. 001-33098) filed on August 19, 2009.
Incorporated by reference to our registration statement on Form 20-F (No. 001-33098) filed on
October 19, 2006.
Incorporated by reference to our annual report on Form 20-F (No. 001-33098) filed on August 10, 2007.

Exhibit 1.1

ARTICLES OF INCORPORATIONOFMIZUHO FINANCIAL GROUP, INC.
June 27, 2013

[Translation]
ARTICLES OF INCORPORATIONOFMIZUHO FINANCIAL GROUP, INC.
CHAPTER I
GENERAL PROVISIONS
Article 1.

(Trade Name)

The company shall be called “Kabushiki Kaisha Mizuho Financial Group” and in English, “Mizuho
Financial Group, Inc.”(hereinafter referred to as the “Company”).
Article 2.

(Purpose)

The purpose of the Company shall be to engage in the following businesses as a bank holding company:(1) Operation and management of bank holding companies, banks, long-term credit banks, specialized
securities companies and other companies which may be owned by the Company as its subsidiaries
under the Banking Law; and(2) Any other business incidental to the foregoing.
Article 3.

(Head Office)

The Company shall have its head office in Chiyoda-ku, Tokyo.
Article 4.

(Organizations)

The Company shall establish the following organizations, in addition to the general meeting of shareholders
and Directors.
(1) Board of Directors;(2) Corporate Auditors;(3) Board of Corporate Auditors; and(4) Accounting Auditors.
Article 5.

(Method of Public Notices)

Public notices by the Company shall be given by electronic public notices; provided, however, that in thecase where an electronic public notice is impracticable due to an accident or any other unavoidable reason, thesame public notice of the Company may be given in the Nihon Keizai Shimbun.

1

CHAPTER IISHARES
Article 6.

(Total Number of Authorized Shares)

The total number of shares which the Company is authorized to issue shall be 52,251,442,000 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 nine hundred million(900,000,000) in total, the total number of the classes of shares which the Company is authorized to issue inrespect of the First to Fourth Series of Class XV preferred stock shall not exceed nine hundred million(900,000,000) in total, and the total number of the classes of shares which the Company is authorized to issue inrespect of the First to Fourth Series of Class XVI preferred stock shall not exceed fifteen hundred million(1,500,000,000) in total:
Common stock:
Class XI preferred stock:
Class XIII preferred 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.

48,000,000,000 shares
914,752,000 shares
36,690,000 shares
900,000,000 shares
900,000,000 shares
900,000,000 shares
900,000,000 shares
900,000,000 shares
900,000,000 shares
900,000,000 shares
900,000,000 shares
1,500,000,000 shares
1,500,000,000 shares
1,500,000,000 shares
1,500,000,000 shares(Acquisition of Own Shares)

The Company may, by a resolution of the Board of Directors, acquire its own stock through market
transactions or other methods pursuant to the provisions of Article 165, Paragraph 2 of the Company Law ofJapan (the “Law”).
Article 8.

(Number of Shares Constituting one (1) Unit of Shares)

The number of shares constituting one (1) unit of shares of the Company shall be one hundred (100) withrespect to the common stock and each class of preferred stock, respectively.
Article 9.

(Rights Pertaining to Shares Constituting Less Than One (1) Unit)

A shareholder of the Company may not exercise any rights, except for the rights set forth below (excluding
the rights which may not be exercised as the rights pertaining to shares constituting one (1) unit of shares), withrespect to shares constituting less than one (1) unit held by such shareholder:1.

The rights provided for in each item of Article 189, Paragraph 2 of the Law;

2.

The right to make a request pursuant to Article 166, Paragraph 1 of the Law;2

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 10.

(Additional Purchase of Shares Constituting Less Than One (1) Unit)

A shareholder of the Company may request the Company to sell to such shareholder a number of shares
which will, when combined with the shares constituting less than one (1) unit already held by such shareholder,
constitute one (1) unit of shares pursuant to the Share Handling Regulations.
Article 11.

(Record Date)

1.

The Company shall deem shareholders having voting rights appearing in writing or electronically in theregister of shareholders as of the end of March 31 of each year as the shareholders who are entitled toexercise their rights at the ordinary general meeting of shareholders for the relevant business year.

2.

The provision 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.

3.

In addition to the preceding two paragraphs, the Company may temporarily set the record date whenevernecessary, by a resolution of the Board of Directors and upon giving a prior public notice thereof.

Article 12.

(Shareholder Register Manager, etc.)

1.

The Company shall appoint a shareholder register manager.

2.

The shareholder register manager and its handling office shall be determined by a resolution of the Board of
Directors, and a public notice shall be given 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 13.

(Share Handling Regulations)

An entry, whether written or electronic, in the register of shareholder, a purchase and additional purchase ofshares constituting less than one (1) unit, and other operations relating to shares and handling fees therefor andthe method of request or notice by shareholders with respect to general meetings of shareholders shall begoverned by the Share Handling Regulations prescribed by the Board of Directors, in addition to laws andregulations and these Articles of Incorporation.
CHAPTER III
PREFERRED STOCK
Article 14.
1.

(Preferred Stock Dividends)

In respect of dividends from its surplus provided for in Article 52, the Company shall distribute dividends
from its surplus by cash on preferred stock (hereinafter referred to as the “Preferred Stock Dividends”) insuch amount as provided for below to shareholders of preferred stock (hereinafter referred to as the“Shareholders of Preferred Stock”) or registered stock pledgees in respect of preferred stock (hereinafterreferred to as the “Registered Preferred Stock Pledgees”) in priority to holders of common stock (hereinafter3

referred to as the “Shareholders of Common Stock”), registered stock pledgees in respect of common stock(hereinafter referred to as the “Registered Common Stock Pledgees”); provided, however, that in the casewhere all or a part of the Preferred Stock Interim Dividends provided for in Article 15 have been paid in therelevant business year, the amount so paid shall be reduced accordingly:
Class XI preferred stock:

Amount decided by the resolution of theBoard of Directors on the issuance of suchstock, which amount shall not exceed 50 yen
per share per year

Class XIII preferred stock:

Amount decided by the resolution of theBoard of Directors on the issuance of suchstock, which amount shall not exceed 100 yen
per share per year

First to Fourth Series of Class XIV preferredstock:

Amount decided by the resolution of theBoard of Directors on the issuance of suchstock, which amount shall not exceed 100 yen
per share per year

First to Fourth Series of Class XV preferredstock:

Amount decided by the resolution of theBoard of Directors on the issuance of suchstock, which amount shall not exceed 100 yen
per share per year

First to Fourth Series of Class XVI preferredstock:

Amount decided by the resolution of theBoard of Directors on the issuance of suchstock, which amount shall not exceed 100 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 15.

(Preferred Stock Interim Dividends)

In respect of interim dividends provided for in Article 53, the Company shall distribute dividends from its
surplus by cash in one half of the amount of the Preferred Stock Dividends provided for in the main clause of
Paragraph 1 of the preceding article (referred to as the “Preferred Stock Interim Dividends” in these Articles ofIncorporation) to the Shareholders of Preferred Stock or Registered Preferred Stock Pledgees in priority to the
Shareholders of Common Stock or Registered Common Stock Pledgees.
Article 16.
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:
Classes XI through the Fourth Series of ClassXVI preferred stock:2.

1,000 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.
4Article 17.

(Voting Rights)

The Shareholders of Preferred Stock shall not have voting rights at a general meeting of shareholders;provided, however, that the Shareholders of Preferred Stock may have voting rights from the date of a general
meeting of shareholders, in the case where a proposal on the Preferred Stock Dividends is not submitted to suchgeneral meeting of shareholders, or immediately after the closing of a general meeting of shareholders, in thecase where a proposal on the Preferred Stock Dividends is rejected at such general meeting of shareholders, until,
in either case, such time as the resolution of a general meeting of shareholders is passed to grant the Preferred
Stock Dividends.
Article 18. (Consolidation or Split of Preferred Stock, Free Allotment of Stock and Rights to Receive 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.

Article 19.

(Acquisition of Preferred Stock)1.

In respect of Class XIII preferred stock, the Company may acquire each such class of preferred stock, inwhole or in part, on the date separately determined by a resolution of a general meeting of shareholders,after such time and at such acquisition price as respectively determined by a resolution of the Board of
Directors relating to the issuance of the relevant preferred stock.

2.

In 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, after such time and at such acquisition price as
respectively determined by a resolution of the Board of Directors relating to the issuance of the relevant
preferred stock.

3.

In the case of a partial acquisition pursuant to the preceding two (2) paragraphs, such redemption shall bemade by way of lot or pro rata allocation.

Article 20.

(Request for Acquisition of Preferred Stock)

Any holder of Classes XI, the First to Fourth Series of Class XIV and the First to Fourth Series of Class XV
preferred stock 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 relating to the issuance of the relevant
preferred stock (hereinafter referred to as the “Period for Acquisition Request”). The Company shall deliver its
own common stock to such Shareholder of Preferred Stock, in exchange for the Company’s acquisition of therelevant preferred stock. The terms of acquisition, including the number of the common stock to be delivered per
one (1) share of the relevant preferred stock upon such request for acquisition, shall be determined by aresolution of the relevant Board of Directors.
Article 21.
1.

(Mandatory Acquisition of Preferred Stock)

The Company may acquire any of Classes XI, the First to Fourth Series of Class XIV and the First to Fourth
Series of Class 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
5

own common stock to holders of the relevant preferred stock. In this case, the number of shares of thecommon stock to be delivered in exchange for the acquisition of one (1) share of the relevant preferred stock
shall be obtained by dividing the amount equivalent to the subscription money per one (1) share of therelevant preferred stock by the current market price of a share of the common stock of the Company (withrespect to the Eleventh Series of Class XI Preferred Stock, 1,000 yen; the same shall apply hereinafter);provided, however, that such current 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 (inregular trading) as reported by the Tokyo Stock Exchange for the 30 consecutive trading days (excluding
any trading day or days on which no closing prices or closing bids or offered prices are reported)commencing on the 45th trading day prior to the Mandatory Acquisition Date, and such calculation shall bemade to units of 0.01 yen, and by rounding up to the nearest 0.1 yen when equal to or more than 0.05 yen
and disregarding amounts less than 0.05 yen.
2.

In respect of Classes XI, the First to Fourth Series of Class XIV and the First to Fourth Series of Class XV
preferred stock, the number of common stock referred to in the preceding paragraph shall not exceed thenumber of shares obtained by dividing the amount equivalent to the subscription money per one (1) share ofeach such class of preferred stock by the minimum acquisition price determined by the resolution of theBoard of Directors relating to the relevant issuance of the 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 relating to the issuance of the relevant preferred stock as an event where a writeoff 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, free of consideration, on a date which falls after the occurrence of such event as
determined by the resolution of the Board of Directors relating to the issuance of the relevant preferredstock and which date shall be separately determined by a resolution of the Board of Directors after theissuance 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 relating to the issuanceof 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 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 relating to the issuance of the relevant preferred stock and which dateshall be separately determined by a resolution of 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 shallbe determined by the resolution of the Board of Directors relating to the issuance of the relevant preferredstock, giving due consideration to the capital adequacy requirements applicable to the Company and otherfactors, and instead, the Company shall deliver its own common stock to holders of the relevant preferredstock. In this case, the terms of acquisition, including 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 determinedby the resolution of the relevant 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 stock and 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 Law.
6

Article 22.

(Order of Priority)

All classes of preferred stock authorized to be issued by the Company shall rank pari passu with each otherin respect of the payment of the Preferred Stock Dividends and the Preferred Stock Interim Dividends, and the
distribution of residual assets.
CHAPTER IV
GENERAL MEETINGS OF SHAREHOLDERS
Article 23.

(Convocation of General Meetings of Shareholders)

An ordinary general meeting of shareholders of the Company shall be convened no later than 3 months fromthe last day of each business year and an extraordinary general meeting of shareholders shall be convened
whenever necessary.
Article 24.
Meeting)(Person Authorized to Convene General Meetings of Shareholders and the Chairman of the1.

The President shall convene and preside over the general meeting of shareholders.

2.

In the case where the President is unable so to act, one of the other Director(s) in the order previously
determined by the Board of Directors shall take such person’s place.

Article 25.

(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 26.

(Method of Adopting Resolutions)

1.

Unless otherwise provided for by laws or regulations or these Articles of Incorporation, resolutions of ageneral meeting of shareholders shall be adopted by an affirmative vote of a majority of the voting rights
held by the shareholders present at the meeting who are entitled to exercise their voting rights.

2.

Resolutions of a meeting of shareholders governed by Article 309, Paragraph 2 of the Law shall be adopted
by an affirmative vote of not less than two-thirds (2/3) of the voting rights held by the shareholders present
at the relevant meeting who shall hold in aggregate not less than one-third (1/3) of the voting rights of theshareholders entitled to exercise their voting rights.

Article 27.

(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 28.

(Minutes of General Meetings)

The minutes of general meetings of shareholders shall be prepared in writing or by electromagnetic file asprovided for in laws and regulations.
7Article 29.

(General Meetings of Holders of Classes of Stock)

1.

Unless otherwise provided for by laws or regulations or these Articles of Incorporation, resolutions of ageneral meeting of holders of classes of stock shall be adopted by an affirmative vote of a majority of thevoting rights held by the holders present at the meeting who are entitled to exercise their voting rights.

2.

Resolutions provided for in Article 324, Paragraph 2 of the Law 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 24, 25 and 27 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 30.

(Number)

The Company shall have not more than fifteen (15) Directors.
Article 31.

(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 32.

(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 33.

(Term of Office)The term of office of Director(s) shall expire at the closing of the ordinary general meeting of shareholders
concerning the last business year ending within two (2) years after their appointment.
Article 34.

(Representative Director(s) and Director(s) with Titles)

1.

The Representative Director(s) shall be designated by a resolution of the Board of Directors.

2.

The President shall be appointed by a resolution of the Board of Directors.

3.

The Board of Directors may, by its resolutions, appoint Chairman, Deputy Chairman, Deputy President(s),Senior Managing Director(s) and Managing Director(s).

Article 35.

(Duties of the President)

The President shall oversee the operations of the Company.
8

Article 36.

(Person Authorized to Convene Meetings of the Board of Directors and Chairman of the Meeting)1.

Unless otherwise provided for by laws or regulations, the President shall convene and preside over the
meeting of the Board of Directors.

2.

In the case where the President is unable so to act, one of the other Director(s) in the order previously
determined by the Board of Directors shall take such person’s place.

Article 37.

(Notice to Convene Meetings of the Board of Directors)

1.

Notice to convene a meeting of the Board of Directors shall be given to each Director and Corporate
Auditor not less than three (3) days prior to the date set for such meeting; provided, however, that in case of
emergency, such period may be shortened.

2.

A meeting of the Board of Directors may be held without taking the procedures of convocation with theconsent of all the Directors and Corporate Auditors.

Article 38.

(Method of Adopting Resolutions of the Board of Directors)

Resolutions of a meeting of the Board of Directors shall be adopted by an affirmative vote of a majority of
the Directors present at the relevant meeting who shall constitute a majority in number of all the Directors
entitled to take part in the vote.
Article 39.

(Minutes of Meetings of the Board of Directors)

The minutes of the meetings of the Board of Directors shall be prepared in writing or by electromagnetic file
as provided for in laws and regulations, the Director(s) and Corporate Auditors present thereat shall affix theirnames and seals thereon, or electronic signatures thereto.
Article 40.

(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 41.

(Liability Limitation Agreements with Outside Director(s))

Pursuant to the provisions provided for in Article 427, Paragraph 1 of the Law, the Company may enter into
liability limitation agreements with any Outside Director which limit the liability provided for in Article 423o,
Paragraph 1 of the Law to the higher of either (i) the pre-determined amount not less than twenty million(20,000,000) yen or (ii) the amount prescribed in laws and regulations, provided that such Outside Director isbona fide and without gross negligence in performing his/her duty.
CHAPTER VICORPORATE AUDITORS AND BOARD OF CORPORATE AUDITORS
Article 42.

(Number)

The Company shall have not more than six (6) Corporate Auditors.
Article 43.

(Method of Appointment)

1.

The Corporate Auditors shall be appointed at a general meeting of shareholders.

2.

A resolution for appointment of Corporate Auditors shall be adopted by an affirmative vote of a majority ofthe voting rights held by the shareholders present at the relevant meeting who shall hold in aggregate notless than one-third (1/3) of the voting rights of the shareholders entitled to exercise their voting rights.
9Article 44.

(Term of Office)The term of office of Corporate Auditors shall expire at the closing of the ordinary general meeting ofshareholders concerning the last business year ending within four (4) years after their appointments.
Article 45.

(Full-Time Corporate Auditor(s))

The Board of Corporate Auditors shall, by its resolution, designate full-time Corporate Auditor(s).
Article 46.

(Notice to Convene Meetings of the Board of Corporate Auditors)

1.

Notice to convene a meeting of the Board of Corporate Auditors shall be given to each Corporate Auditor
not less than three (3) days prior to the date set for such meeting; provided, however, that in case of
emergency, such period may be shortened.

2.

A meeting of the Board of Corporate Auditors may be held without taking the procedures of convocation
with the consent of all the Corporate Auditors.

Article 47.

(Method of Adopting Resolutions of the Board of Corporate Auditors)

Resolutions of a meeting of the Board of Corporate Auditors shall be adopted by an affirmative vote of amajority of the Corporate Auditors, unless otherwise provided for by laws or regulations.
Article 48.

(Minutes of Meetings of the Board of Corporate Auditors)

The minutes of the meetings of the Board of Corporate Auditors shall be prepared in writing or byelectromagnetic file as provided for in laws and regulations, and the Directors and Corporate Auditors present
thereat shall affix their names and seals thereon or electronic signatures thereto.
Article 49.

(Regulations of the Board of Corporate Auditors)

Matters concerning the Board of Corporate Auditors shall be governed by the Regulations of the Board of
Corporate Auditors prescribed by the Board of Corporate Auditors, in addition to laws and regulations and these
Articles of Incorporation.
Article 50.

(Liability Limitation Agreements with Outside Corporate Auditor(s))

Pursuant to the provisions provided for in Article 427, Paragraph 1 of the Law, the Company may enter into
liability limitation agreements with any Outside Corporate Auditor which limit the liability provided for in
Article 423, Paragraph 1 of the Law to the higher of either (i) the pre-determined amount not less than twenty
million (20,000,000) yen or (ii) the amount prescribed in laws and regulations, provided that such Outside
Corporate Auditor is bona fide and without gross negligence in performing his/her duty.
CHAPTER VII
ACCOUNTING
Article 51.

(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.

10Article 52.

(Dividends from Surplus Approved by Resolution of Ordinary General Meeting of Shareholders)

Dividends from the surplus approved by a resolution of an ordinary general meeting of shareholders shall be
distributed to the shareholders or registered stock pledgees appearing in writing or electronically in the register ofshareholders as of the end of March 31 of each year.
Article 53.

(Interim Dividends)

The Company may, by a resolution of the Board of Directors, distribute interim dividends provided for in
Article 454, Paragraph 5 of the Law to the shareholders or registered stock pledgees appearing in writing orelectronically in the register of shareholders as of the end of September 30 of each year.
Article 54.

(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.

11

Exhibit 1.2[Translation]
Effective from January 8, 2003
As amended on April 1, 2013
BYLAWS REGARDING THE BOARD OF DIRECTORSCHAPTER IPURPOSE
Article 1.

(Purpose)

These Bylaws shall provide for matters concerning the Board of Directors pursuant to laws and ordinances,and the Articles of Incorporation of the Company.
CHAPTER IIORGANIZATION
Article 2.
1.

(Function)
The Board of Directors shall conduct the following matters.
(1) Determining significant matters concerning the businesses of the Company provided for in Article
2 of the Articles of Incorporation; and(2) Supervising the execution of the directors and executive officers duties.
(3) Election and dismissal of the representative director(s).

2.

Article 3.

Matters concerning the executive officers shall be governed by the Bylaws regarding the executive
officers prescribed by the Board of Directors.
(Constitution)

The Board of Directors shall consist of all the directors.
Article 4.

(Attendance of Corporate Auditors)

The corporate auditors shall attend meetings of the Board of Directors and express their opinions at thosemeetings, if necessary.
CHAPTER III
HOLDING, CONVOCATION AND CHAIRMAN OF MEETINGS
Article 5.

(Meetings)

1.

The Board of Directors shall hold ordinary meetings as well as extraordinary meetings.

2.

Ordinary meetings of the Board of Directors shall be held once every month.

3.

Extraordinary meetings of the Board of Directors may be held whenever necessary.

Article 6.

(Temporary Adjournment of Ordinary Meetings of the Board of Directors)

Ordinary meetings of the Board of Directors may be adjourned temporarily.
Article 7.

(Person Authorized to Convene Meetings and Chairman of Meetings)

1.

Unless otherwise provided for by laws and ordinances, the President shall convene and preside overmeetings of the Board of Directors.

2.

In case the President is unable to so act, one of the other directors in the order previously determinedby the Board of Directors shall convene and/or preside over such meetings of the Board of Directors.

3.

Other directors and corporate auditors may request convocation of meetings of the Board of Directors
pursuant to the relevant provisions of laws and ordinances.

Article 8.

(Convocation and Reduction of Convocation Period)

Notice to convene a meeting of the Board of Directors shall be given to each of the directors and corporate
auditors not less than three (3) days prior to the date of the meeting; provided, however, that in cases of
emergency, such period may be shortened.
Article 9.

(Omission of Convocation Notice)

A meeting of the Board of Directors may be held without taking the procedures for convocation provided
for in the immediately preceding Article with the consent of all of the directors and corporate auditors.
CHAPTER IVQUORUM AND METHOD OF ADOPTING RESOLUTIONSArticle 10.

(Quorum and Method of Adopting Resolutions)

Resolutions of a meeting of the Board of Directors shall be adopted by an affirmative vote of a majority ofthe directors present at the relevant meeting who shall constitute a majority in number of all the directors entitled
to take part in the vote.
Article 11.

(Person Who Has Special Interests)

Any Person who has special interests with respect to matters to be resolved at a meeting of the Board of
Directors may not participate in voting for resolution thereof.
CHAPTER V
MATTERS TO BE RESOLVED
Article 12.

(Matters to be Resolved)

The following matters shall be resolved at meetings of the Board of Directors.
1.

Significant matters on management policies of the Company and its subsidiaries and other entities
managed by the Company (collectively, herein after referred to as the “Group”) and management ofsubsidiaries of the Company.
(1) Matters on management policies and management strategies of the Group;(2) Matters on the annual business plans and mid-and-long term plans of the Group;(3) Matters on significant capital policies of the Group;(4) Matters on accounting of the Group;(5) Matters on significant business alliance or dissolution of business alliance of the Group;(6) Matters on commencement of significant new business or abolition of existing business of theGroup;(7) Matters on taking over or assignment of significant business of the Group;(8) Matters on transfers of a significant companies belonging to the Group;(9) Matters on significant strategies for business alliance of the Group;(10) Significant matters on risk management of the Group;(11) Significant matters on compliance of the Group;(12) Significant matters on auditing of the Group; and(13) Other significant matters of the Group.
2.

Significant matters of the Company.
(1) Convocation of a general meeting of shareholders and determination of agenda thereof;(2) Election and dismissal of representative directors and directors with titles;(3) Appointment and dismissal of the executive officers, executive officers with titles and significant
employees;(4) Approval of competitive transactions and transactions involving conflict of interests conducted by
Directors;(5) Establishment, change and closing of significant organizations;(6) Approval of financial statements and business report as well as schedules to be attached thereto;(7) Interim dividends;(8) Issuance of shares and disposal of treasury shares;(9) Share splits;(10) Acquisition of shares;(11) Cancellation of shares;(12) Disposition and taking over of significant property;(13) Borrowing in large amounts;(14) Establishment, amendment and abolition of particularly significant regulations; and(15) Other significant matters.

3.

Other matters prescribed by laws and ordinances or the Articles of Incorporation or resolved by aresolution of a general meeting of shareholders.

4.

Other matters that the directors deem should be proposed at meetings of the Board of Directors.
CHAPTER VIEXECUTIVE OFFICERS WITH TITLES

Article 13.

(Executive Officers with Titles)

1.

The Board of Directors shall appoint, by its resolution, the CEO.

2.

The Board of Directors may, by its resolutions, appoint Deputy President- Executive Officers, Senior
Managing Executive Officers and Managing Executive Officers from among the executive officers.

CHAPTER VII
CEO
Article 14.

(Duty of the CEO)The CEO, as the chief executive officer of the Group (the Group CEO), shall be responsible for the general
execution of the business operations of the Company.
Article 15.

(Delegation to the CEO)

Determination of the detailed items regarding the matters resolved at a meeting of the Board of Directors
and of any business that is not described in Article 12 shall be delegated to the CEO.
CHAPTER VIIIREPORT TO THE BOARD OF DIRECTORS
Article 16.

(Report on Conditions of Execution of Businesses)

The CEO shall report to the Board of Directors on the conditions of execution of businesses at least once inevery three (3) months.
CHAPTER IXMINUTES
Article 17.

(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 and corporate auditors present thereat shall affix theirnames and seals thereon or put their electronic signatures thereto.
Article 18.

(Division in Charge)

The division responsible for these Bylaws shall be the Group Planning Division.

Exhibit 1.3
Effective from January 9, 2003
As amended on July 1, 2013
REGULATIONS OF
THE BOARD OF CORPORATE AUDITORSCHAPTER I
Article 1.

PURPOSE(Purposes)

Pursuant to laws, ordinances and the Articles of Incorporation, matters concerning the Board of Corporate
Auditors of the Company shall be governed by these Regulations.
CHAPTER II
Article 2.

ORGANIZATION(Constitution)

The Board of Corporate Auditors shall comprise all the Corporate Auditors which shall be three (3) or morein number.
Article 3.

(Function)

1. The Board of Corporate Auditors shall receive reports, deliberate or take resolutions on matters pertaining
to auditing, including the following matters, which shall be conducted by the Corporate Auditors ; provided,
however, that it shall not prevent each Corporate Auditor from exercising his/her power:(1) System for the compliance with laws and ordinances, the Articles of Incorporation and others in
performing duties of Director(s) and employees;(2) Risk management system to prevent the incurrence of serious losses to the Company;(3) System to disclose financial information and any other corporate information appropriately and timely;
and(4) Qualification and independence of an Independent Auditor.
CHAPTER III
Article 4.

HOLDING, CONVOCATION AND CHAIRMAN OF MEETINGS(Holding of Meetings)

Meetings of the Board of Corporate Auditors shall be held once a month in principle.
Article 5.

(Person to Convene Meetings)

The Board of Corporate Auditors may appoint by election from among the Corporate Auditors, in advance,
the person who shall convene meetings; provided, however, that other Corporate Auditors shall not be prevented
from convening the meetings.
Article 6.

(Convocation Notice)

1. Notice to convene a meeting of the Board of Corporate Auditors shall be given to each Corporate Auditor
not less than three (3) days prior to the date set for such meeting; provided, however, that in cases of emergency,such period may be shortened.
2. A meeting of the Board of Corporate Auditors may be held without taking the procedures of convocation
provided for in the preceding paragraph with the consent of all Corporate Auditors.
Article 7.

(Chairman of Meetings)

1. The Board of Corporate Auditors shall, by a resolution, appoint the chairman.

2. The Chairman shall preside over a meeting of the Board of Corporate Auditors.
3. In the case where the chairman is unable so to act, one of the other Corporate Auditor(s) in the orderpreviously determined by a resolution of a meeting of the Board of Corporate Auditors shall take such person’splace.
CHAPTER IV METHOD OF ADOPTING RESOLUTIONSArticle 8.

(Method of Adopting Resolutions)

Resolutions of a meeting of the Board of Corporate Auditors shall be adopted by an affirmative vote of amajority of the Corporate Auditors, unless otherwise provided for by laws or regulations.
CHAPTER V MATTERS TO BE RESOLVED
Article 9.

(Determination of Audit Policies, etc.)

At the commencement of auditing, the Board of Corporate Auditors shall, by resolution, determine the audit
policy, audit plan, method of audit, the assignment of auditing work or any other matter concerning performanceof Corporate Auditor’s duties.
Article 10.

(Resolutions Concerning the Appointment of a Corporate Auditor)

1. The following matters pertaining to the appointment of a Corporate Auditor shall be determined by aresolution of a meeting of the Board of Corporate Auditors:(1) Consent to the submission of a proposal to a general meeting of shareholders with respect to theappointment of a Corporate Auditor;(2) Request for making the matters pertaining to the appointment of a Corporate Auditor an item on theagenda of a general meeting of shareholders; and(3) Request for the submission of a proposal to a general meeting of shareholders with respect to theappointment of a Corporate Auditor.
2. The immediately preceding paragraph shall be applied mutatis mutandis to the appointment of stand-in
Corporate Auditor(s).
Article 11.

(Designation and Dismissal of a Full-time Corporate Auditor)

Designation or dismissal of a Full-time Corporate Auditor shall be determined by a resolution of a meetingof the Board of Corporate Auditors.
Article 12. (Resolutions, etc. Concerning the Appointment, Non-reappointment and Dismissal of an
Independent Auditor)
1. The following matters pertaining to the appointment, non-reappointment and dismissal of an Independent
Auditor shall be determined by a resolution of a meeting of the Board of Corporate Auditors:(1) Consent to the submission of a proposal to a general meeting of shareholders with respect to theappointment of an Independent Auditor;(2) Consent for making the matters pertaining to the non-reappointment or dismissal of an Independent
Auditor an item on the agenda of a general meeting of shareholders;(3) Request for the submission of a proposal to a general meeting of shareholders with respect to theappointment of an Independent Auditor;(4) Request for making the appointment, non-reappointment or dismissal of an Independent Auditor anitem on the agenda of a general meeting of shareholders; and(5) Appointment of those who shall perform duties as a Temporary Independent Auditor in case of avacancy of Independent Auditor.
2. In case the Board of Corporate Auditors shall dismiss an Independent Auditor upon a statutory reason for
dismissal, consent of all Corporate Auditors for such dismissal shall be required. In such case, the Corporate
Auditor designated by the Board of Corporate Auditors shall explain such dismissal and the reason therefor at thefirst general meeting of shareholders held after such dismissal.
CHAPTER VI REPORT AND RECEIPT OF REPORT AND DOCUMENTS, ETC. FROMCORPORATE AUDITORS AND OTHER ORGANIZATIONSArticle 13.

(Report to the Board of Corporate Auditors)

1. In case each Corporate Auditor recognizes the following matters, each Corporate Auditor shall reportsuch matters to the Board of Corporate Auditors:(1) Matters in which a Director has engaged, or may possibly engage, in any act of fraudulence;(2) Matters that may possibly cause significant damage to the Company; and(3) Facts that are in violation of any applicable laws and ordinances or the Articles of Incorporation or
facts that are grossly improper.
2. Each Corporate Auditor shall report on the state of performance of his/her duty to the Board of Corporate
Auditors from time to time, and at any time upon the request of the Board of Corporate Auditors.
3. Any Corporate Auditor who has received a report from an Independent Auditor, Director, employee of
the Internal Audit Division and others shall report the detail thereof to the Board of Corporate Auditors whenevernecessary.
4. The Board of Corporate Auditors shall ask for reports from Independent Auditor, Directors, employees of
the Internal Audit Division and others whenever necessary.
Article 14.

(Deliberations Concerning Investigation Methods, etc. with respect to Reports)

In case the Board of Corporate Auditors receives a report with respect to the matters provided for in
Paragraph 1 of the immediately preceding Article from any Corporate Auditor, Director or Independent Auditor,
etc., the Board of Corporate Auditors shall deliberate on the investigation methods, etc. of such matters.
Article 15.

(Discussions and Exchange of Views Concerning the Execution of Powers of Corporate Auditors)

1. With respect to consents regarding the following matters, the Corporate Auditors may discuss their viewson these matters in a meeting of the Board of Corporate Auditors before giving such consents on a unanimous
basis.
(1) Submission of a proposal to a general meeting of shareholders with respect to the partial exemption of
Directors from liabilities to the Company;(2) Submission of a proposal to a general meeting of shareholders with respect to the amendment to the
Articles of Incorporation in order to enable the Company to partially exempt Directors from liabilities
to the Company by a resolution of a meeting of the Board of Directors;(3) Submission of a proposal to a meeting of the Board of Directors with respect to the partial exemptionof Directors from liabilities to the Company, pursuant to the provisions of the Articles of Incorporation;(4) Submission of a proposal to a general meeting of shareholders with respect to the amendment to the
Articles of Incorporation in order to enable the Company to enter into an agreement with an Outside
Director in order to partially exempt such Outside Directors from liabilities to the Company; and(5) Participation by the Company to support Director(s) in a shareholders’ derivative lawsuit.

2. In case the Corporate Auditors shall exercise or perform their powers or duties pertaining to the following
matters, they may state and exchange their own views with respect to such matters, in advance in a meeting of
the Board of Corporate Auditors:(1) Answers to the questions asked of Corporate Auditors as notified by shareholders before a general
meeting of shareholders;(2) Report to the Board of Directors and request for convocation of a meeting of the Board of Directors
and others;(3) Results of investigations concerning proposals and documents or other matters to be presented to a
general meeting of shareholders;(4) Application of an injunction for any action of a Director that goes beyond the scope of purpose of theCompany or is in violation of any laws and ordinances or the Articles of Incorporation;(5) Rendering of opinions concerning the appointment, dismissal, resignation and compensation, etc. of
Corporate Auditors at a general meeting of shareholders;(6) Matters concerning lawsuits between the Company and Directors;(7) Matters concerning disclosure of reference materials, etc. for general meetings of shareholders via
internet; and(8) Institution of lawsuits or any other matters similar to each of the preceding items.
Article 16. (Designation of Corporate Auditor to Perform Duties, Including Receipt of Accounting—Related
Documents)
The Board of Corporate Auditors may designate a Corporate Auditor to perform the following duties:(1) Duties of Special Corporate Auditors provided for in laws and ordinances; and(2) Receipt from Directors and delivery to each Corporate Auditor of accounting-related documents andbusiness reports, etc.
Article 17.

(Preparation of Audit Report)

1. The Board of Corporate Auditors, upon deliberation, shall prepare audit reports of the Board of Corporate
Auditors based on the individual reports prepared by each Corporate Auditor.
2. In case the content of the audit reports of the Board of Corporate Auditors is different from the individual
reports of each Corporate Auditor, the Board of Corporate Auditors shall, upon the request of such Corporate Auditor,
add contents of the report of such Corporate Auditor to the audit reports of the Board of Corporate Auditors.
3. Each Corporate Auditor shall affix his/her signature and seal to the audit report of the Board of Corporate
Auditors or put their electronic signatures thereon. Full time Corporate Auditors shall state that they are full time
Corporate Auditors.
Article 18.

(Utilization of Outside Experts)

The Board of Corporate Auditors and each Corporate Auditor shall have the authority to utilize anattorney-at-law, an accountant or any other expert and incur expenses thereof.
Article 19.

(Reporting System)

1. The Board of Corporate Auditors shall confirm whether reporting system, including the followings, hasbeen appropriately established:(1) Acceptance and treatment of a report or other submission of information with respect to, internal
control system on accounting and financial reporting, and auditing by an Independent Auditor andInternal Audit Division; and(2) Reporting system of anonymous and confidential submission of concerns by any employee to theBoard of Corporate Auditors regarding internal control system on accounting and financial reporting,and auditing by an Independent Auditor and Internal Audit Division.
2. The Board of Corporate Auditors shall be included in the addressee of the acceptance of report,
information and concerns provided for in the preceding paragraph.
Article 20.

(Confirmation of Independence of Independent Auditors)

1. The Board of Corporate Auditors shall confirm rotation of the person in charge of auditing in the
Independent Auditors periodically in accordance with laws and ordinances;
2. In order to confirm the independence of an Independent Auditor, any of the following contracts, including
terms of remuneration, etc. shall require the prior consent of the Board of Corporate Auditors:(1) Any contract for auditing services to be entered into by and between the Company and the Independent
Auditor or the Temporary Independent Auditor; and(2) Any contract for auditing services to be entered into by each group company of the Company and any
contract for non-auditing services to be entered into by and between the Company or each groupcompany of the Company on the one hand and the Independent Auditor or the Temporary Independent
Auditor on the other hand.
3. The consent to the contract provided for in Item 2 of the immediately preceding paragraph may, by aresolution of a meeting of the Board of Corporate Auditors, be delegated to one or more Corporate Auditor inadvance. The Corporate Auditor who give such prior consent upon the delegation, shall make reports thereof to
the Board of Corporate Auditors.
Article 21.

(Deliberation in The Board of Corporate Auditors)

1. The Board of Corporate Auditors shall deliberate on the following matters at least once in a year:(1) Auditing performance by the Corporate Auditor in the auditing year;(2) Appropriateness of methods and results of audit by an Independent Auditor; and(3) Auditing performance of Internal Audit Division.
CHAPTER VII
Article 22.

MINUTES(Minutes)

Minutes of a meeting of the Board of Corporate Auditors shall be prepared in writing or by electromagnetic
file as provided for by laws and ordinances, to which the Corporate Auditors present thereat shall affix theirnames and seals thereto or put their electronic signatures thereon.
CHAPTER VIII
Article 23.

MISCELLANEOUS(Administrative Office of the Board of Corporate Auditors)

1. The convocation proceedings of meetings, preparation of minutes of meetings and other businesses pertaining
to the administration of the Board of Corporate Auditors shall be managed by the office of Corporate Auditors.
2. With respect to personnel and changes in the organization relating to the employee for the assistance ofthe performance of Corporate Auditors’ duties, the Corporate Auditor designated by the Board of Corporate
Auditors shall deliberate such matters with each officer in charge, in advance.
Article 24.

(Amendment to and Abolitions of the Provisions of These Regulations)

Any amendment to or abolition of the provisions of these Regulations shall require a resolution of a meetingof the Board of Corporate Auditors.

Exhibit 1.4[Translation]
This is a translation of a document written in Japanese,and has been prepared for reference purpose only.

Share Handling Regulations( as of January 4, 2013)

Mizuho Financial Group, Inc.

SHARE HANDLING REGULATIONSOFMIZUHO FINANCIAL GROUP, INC.
SECTION 1
GENERAL PROVISIONS
Article 1.

(Purposes)

Operations relating to shares of the Company and handling fees therefor shall be governed by theseRegulations pursuant to the provisions of the Articles of Incorporation, as well as the rules of Japan Securities
Depository Center, Incorporated (hereinafter referred to as “JASDEC”) and the account management agencies,
such as the securities companies, etc. (hereinafter referred to as the “Securities Companies, Etc.”), with which ashareholder has opened a transfer account.
Article 2.

(Shareholder Register Manager)

The shareholder register manager of the Company and its handling office shall be as follows:
Shareholder Register Manager:
Mizuho Trust & Banking Co., Ltd.
2-1, Yaesu 1-chome, Chuo-ku, Tokyo
Handling Office:Stock Transfer Agency Department of the Head Office of Mizuho Trust & Banking Co., Ltd.
2-1, Yaesu 1-chome, Chuo-ku, Tokyo
SECTION 2
COMMON STOCKCHAPTER I
GENERAL PROVISIONS
Article 3.

(Applicability of this SECTION)

The provisions of SECTION 1, this SECTION and SECTION 4 shall apply to common stock of theCompany listed on a stock exchange.
CHAPTER IIRECORDS IN THE REGISTER OF SHAREHOLDERS, ETC.
Article 4.

(Records in the Register of Shareholders)

1. The matters described in the register of shareholders shall be changed upon the provision of a notice fromJASDEC, such as a notice to all shareholders (excluding the notice (hereinafter referred to as the “Individual
Shareholder Notice”) provided for in Article 154, Paragraph 3 of the Law Concerning Book-entry Transfer ofCorporate Bonds and Shares, Etc. (hereinafter referred to as the “Transfer Law”)).
2. In addition to the provisions of the preceding paragraph, in the case of the issuance of new shares or in
any other case provided for in the laws and regulations, the matters described in the register of shareholders shallbe changed without notice from JASDEC.
-1-

3. Records in the register of shareholders shall be made using the characters/symbols designated by
JASDEC.
Article 5.

(Reports Concerning Matters Described in the Register of Shareholders)

1. Shareholders shall report their names, or trade names, and addresses to the Company through the
Securities Companies, Etc. and JASDEC pursuant to the rules of JASDEC. The same procedures shall be taken in
the case of any change in the shareholders’ names, or trade names, and addresses.
2. Notwithstanding the provisions in the preceding paragraph, the matters that are not subject to thereporting obligation to the Company through the Securities Companies, Etc. and JASDEC shall be reported to theshareholder register manager in the designated form.
Article 6.

(Representative of a Corporate Shareholder)

A shareholder that is a corporation shall report one (1) of the representatives to the Company through the
Securities Companies, Etc. and JASDEC pursuant to the rules of JASDEC. The same procedures shall be taken in
the case of any change in such representative.
Article 7.

(Representative of Shareholders Who Jointly Own Shares)

Shareholders who jointly own shares shall appoint one (1) representative and report his/her name, or tradename, and address to the Company through the Securities Companies, Etc. and JASDEC pursuant to the rules of
JASDEC. The same procedures shall be taken in the case of any change in such representative.
Article 8.

(Legal Representative)

A legal representative of a shareholder, such as an agent of a person having parental authority or guardian,
shall report his/her name, or trade name, and address to the Company through the Securities Companies, Etc. and
JASDEC pursuant to the rules of JASDEC. The same procedures shall be taken in the case of any change or
removal of such legal representative.
Article 9.

(Reports of an Address to Which Notices Shall Be Sent to Shareholders, etc., Residing Overseas)

Shareholders and registered stock pledgees or their legal representatives who reside outside Japan shall,either appoint a standing proxy in Japan or designate an address in Japan to which notices shall be sent, andreport to the Company, through the Securities Companies, Etc. and JASDEC, pursuant to the rules of JASDEC,
the name, or trade name, and address of such standing proxy or an address to which notices shall be sent. The
same procedures shall be taken in the case of any change or removal of such standing proxy.
Article 10.

(Method of Identification through JASDEC)

Reports that are submitted to the Company from a shareholder through the Securities Companies, Etc. and
JASDEC shall be deemed to have been submitted by such shareholder himself/herself.
CHAPTER III
Identification of Shareholder
Article 11.

(Identification of Shareholder)

1. In case a shareholder (including a shareholder who provided the Individual Shareholder Notice) makes
requests or exercises any other shareholder rights (hereinafter referred to as the “Requests, Etc.”), such-2-

shareholder shall attach to the Requests, Etc., or provide a document certifying that such Requests, Etc. weremade by such shareholder himself/herself (hereinafter referred to as the “Evidence”), except where the Company
is able to confirm that such Requests, Etc. were made by such shareholder himself/herself.
2. In case the Requests, Etc. are submitted to the Company by a shareholder through the Securities
Companies, Etc. or JASDEC, such Requests, Etc. shall be deemed to have been made by such shareholder
himself/herself, and no Evidence is required.
3. In case the Requests, Etc. are made by a proxy, a power of attorney, on which a shareholder signed oraffixed his/her name and seal, shall be attached to the Requests, Etc., in addition to the procedures provided forin preceding two paragraphs. The names, or trade names and addresses of the proxy shall be stated in the powerof attorney.
4. The provisions of the first paragraph and the second paragraph shall apply mutatis mutandis to the proxy.
CHAPTER IV
PROCEDURES FOR EXERCISE OF SHAREHOLDER RIGHTS
Article 12.

(Minority Shareholder Rights)

In case a shareholder directly exercises against the Company the minority shareholder rights, etc., provided
for in Article 147, Paragraph 4 of the Transfer Law, the shareholder shall exercise such rights upon providing a
document affixed with his/her signature, or name and seal thereon, together with the receipt of the Individual
Shareholder Notice.
Article 13. (Description of Matters that are Proposed by Shareholders in Reference Materials for General
Meeting of Shareholders)
If a shareholder proposes matters to be discussed at a general meeting of shareholders and if the Company
sets forth a description with regard to reasons for the proposal or matters concerning the appointment of
Director(s) or Corporate Auditor(s), etc., in the reference materials for a general meeting of shareholders, andsuch description exceeds 400 characters, such description may be set forth in the form of an outline pursuant to
Article 93, Paragraph 1 of the Enforcement Regulations of the Company Law.
Article 14.

(Method of Request for Purchase of Shares Constituting Less Than One (1) Unit)

In the case of a request to purchase shares constituting less than one (1) unit, such request shall be madethrough the Securities Companies, Etc. and JASDEC pursuant to the rules of JASDEC.
Article 15.

(Method of Determination of Purchase Price)

1. The purchase price per share of shares constituting less than one (1) unit requested for purchase pursuant
to the preceding Article shall be the last reported price on the market established by the Tokyo Stock Exchangeon the day on which the request for purchase provided for in the preceding Article is received at the handlingoffice of the shareholder register manager; provided, however, that if the shares are not traded on the market
established by the Tokyo Stock Exchange on such day, or if such day falls on a holiday of the said Stock
Exchange, the purchase price per share of shares constituting less than one (1) unit shall be the price at which theshares were first sold on the market established by the Tokyo Stock Exchange thereafter.
2. The purchase price of shares constituting less than one (1) unit shall be the amount obtained bymultiplying the purchase price per share of shares constituting less than one (1) unit provided for in the preceding
paragraph by the number of such shares constituting less than one (1) unit requested for purchase.
-3-Article 16.

(Payment of Purchase Price)

1. Unless otherwise provided by the Company, the Company shall pay to the person who has requested forpurchase the purchase price determined pursuant to the preceding Article after deducting therefrom the handlingfees provided for in Article 52, on the fourth (4th) business day commencing on the day following the day on
which the purchase price per share of shares constituting less than one (1) unit is determined, pursuant to therules of JASDEC; provided, however, that if the purchase price reflects the rights to receive dividends fromsurplus (including interim dividends, the same shall apply hereinafter) or stock split, etc., such payment shall bemade not later than the relevant record date.
2. The person who has requested for purchase may request that the payment be made by way of transfer to abank account designated by him/her or by cash payment at Japan Post Bank (Yucho Ginko Genkinbarai).
Article 17.

(Transfer of Purchased Shares)

The shares constituting less than one (1) unit requested for purchase shall be transferred to the transfer
account of the Company on the day on which the payment or the payment procedures provided for in thepreceding Article have been completed.
Article 18.

(Method of Request for Additional Purchase of Shares Constituting Less Than One (1) Unit)

In case a holder of the shares constituting less than one (1) unit requests the Company to sell to the holder ofthe shares constituting less than one (1) unit such a number of shares that would, together with the number ofshares constituting less than one (1) unit owned by such holder, constitute one (1) unit of shares (hereinafterreferred to as the “Request for Additional Purchase”), such request shall be made through the Securities
Companies, Etc. and JASDEC pursuant to the rules of JASDEC.
Article 19. (Request for Additional Purchase of Number of Shares Exceeding the Remaining Number of Sharesof Treasury Stock, etc.)
If an aggregate number of shares for which the Requests for Additional Purchase were made on the same
day exceeds the number of shares reserved by the Company as treasury stock for sale and the order in which such
Requests for Additional Purchase were received is unknown, none of such Requests for Additional Purchasemade on such day shall become effective.
Article 20.

(Effective Date of Request for Additional Purchase)

The Request for Additional Purchase shall become effective as of the date on which the written Request for
Additional Purchase is received at the handling office of the shareholder register manager.
Article 21.

(Determination of Additional Purchase Price)

1. The additional purchase price per share of shares constituting less than one (1) unit, for which the Request
for Additional Purchase has been made, shall be the last reported price on the market established by the Tokyo
Stock Exchange as of the effective date of the Request for Additional Purchase; provided, however, that if theshares are not traded on the market established by the Tokyo Stock Exchange on such day, or if such day falls ona holiday of the said Stock Exchange, the additional purchase price per share of shares constituting less than one(1) unit shall be the price at which the shares were first sold on the market established by the Tokyo Stock
Exchange thereafter.
2. The additional purchase price of shares constituting less than one (1) unit shall be the amount obtained bymultiplying the additional purchase price per share of shares constituting less than one (1) unit provided for in the-4-preceding paragraph by the number of such shares constituting less than one (1) unit, for which the Request for
Additional Purchase has been made.
Article 22.

(Transfer of Additionally Purchased Shares)

With respect to the shares of treasury stock in the number equivalent to the number of shares for which theRequest for Additional Purchase has been made, pursuant to the rules of JASDEC, the shareholder who made a
Request for Additional Purchase shall apply for a transfer of such shares of treasury stock to the transfer accountof the shareholder who made the Request for Additional Purchase on the day on which it is confirmed that theaggregate amount of the additional purchase price and the handling fees provided for in Article 52, asconsideration for additional purchases, have been remitted to the bank account designated by the Company.
Article 23.

(Suspension Period of Request for Additional Purchase)

1. In each year the Company shall suspend acceptance of the Request for Additional Purchase during theperiod of ten (10) business days before all of the following dates:(1) March 31;(2) September 30; and(3) Any other date determined by JASDEC, such as the determination date of shareholders.
2. Notwithstanding the preceding paragraph, the Company may, whenever it deems necessary, establish anyother period during which the Company shall suspend acceptance of the Request for Additional Purchase.
CHAPTER V
EXCEPTIONS FOR SPECIAL ACCOUNTS
Article 24.

(Exceptions for Special Accounts)

Identification of the shareholder for whom a special account is opened and any other handling mattersconcerning such special account shall be governed by the rules of the account management agencies for suchspecial account as well as the rules of JASDEC.
SECTION 3
PREFERRED STOCKCHAPTER I
GENERAL PROVISIONS
Article 25.

(Applicability of this SECTION)

The provisions of SECTION 1, this SECTION and SECTION 4 shall apply to preferred stock of theCompany that is not listed on a stock exchange.
Article 26.

(Liaison Offices of Shareholder Register Manager)

The liaison offices of the shareholder register manager for preferred stock shall be as follows:
Liaison Offices:
All branches in Japan of Mizuho Trust & Banking Co., Ltd.
Head office and all branches and agencies in Japan of Mizuho Securities Co., Ltd.
-5-

Article 27.

(Method of Requests and Reports, etc., for Preferred Stock)

1. All procedures for requests and reports with respect to the business delegated to the shareholder registermanager by the Company shall be made to the shareholder register manager.
2. All procedures for requests and reports provided for in this Article shall be made in the form prescribedby the Company with the seal impression affixed which has been reported in accordance with the provisions ofArticle 33.
3. If any requests and reports provided for in the preceding paragraph shall be made by a proxy, a document
certifying the authorization of such proxy shall be submitted.
4. If any requests and reports provided for in the second paragraph shall be required to be made with theconsent of a curator (hosanin) or an assistant (hojonin), a document certifying such consent shall be submitted.
Article 28.

(Mutatis Mutandis Application of Procedures for Exercise of Shareholder Rights)

The provisions of Article 12 (excluding “together with the receipt of the Individual Shareholder Notice”)
and Article 13 shall apply mutatis mutandis to preferred stock.
CHAPTER IIRECORDS IN THE REGISTER OF SHAREHOLDERS, ETC.
Article 29.

(Registration of Transfer of Preferred Stock)

1. In the case of a request for the written or electronic records on the register of shareholders (hereinafterreferred to as the “Registration of Transfer of Preferred Stock”), a designated written request therefor bearing thesignatures of both the current shareholder of preferred stock and the acquirer of shares of the preferred stock shallbe submitted.
2. In the case of a request for the Registration of Transfer of Preferred Stock acquired as the result of
inheritance, testament or merger of companies, etc. other than assignment, a document certifying such acquisition
shall be submitted, in addition to the procedures provided for in the preceding paragraph.
Article 30. (Registration of Transfer of Preferred Stock Where Special Procedure is Required by Laws orRegulations)
In case where the special procedure is required by laws or regulations for the Registration of Transfer ofPreferred Stock, a designated written request therefor shall be submitted, together with a document certifying thecompletion of such procedures.
CHAPTER III
REGISTRATION OF PLEDGES AND INDICATION OF TRUST ASSETS
Article 31.

(Registration of Pledges and Cancellation Thereof)

In case registration of a pledge or change or cancellation thereof is requested in respect of preferred stock, adesignated written request therefor bearing signatures of both the pledgor and the pledgee in respect of preferredstock shall be submitted.
-6-Article 32.

(Indication of Trust Assets and Cancellation Thereof)

In case indication of trust assets or cancellation thereof is requested in respect of preferred stock, adesignated written request therefor shall be submitted either by the trustor or the trustee.
CHAPTER IVNOTIFICATIONSArticle 33.

(Reports of Addresses, Names, and Seal Impressions of Shareholders, etc.)

1. The shareholders of preferred stock and the registered preferred stock pledgees or their legal
representatives shall report their addresses, names and seal impressions by submitting shareholders’ cards, etc.;
provided, however, that a foreigner who has the custom of affixing his/her signature may substitute his/her
specimen signature for such seal impression.
2. The same procedures shall be taken in the case of any change in the matters referred to in the preceding
paragraph.
Article 34.

(Reports of an Address to Which Notices Shall Be Sent to Shareholders, etc. Residing Overseas)

1. The shareholders of preferred stock and the registered preferred stock pledgees or their legal representatives
who reside outside Japan shall, either appoint a standing proxy in Japan or designate an address to which notices
shall be sent, and report thereof, in addition to the procedures provided for in the preceding Article.
2. The provisions of the preceding Article shall apply mutatis mutandis to the standing proxy.
Article 35.

(Representative of a Corporation)

1. In case where a shareholder of preferred stock or a registered preferred stock pledgee is a corporation, thename of one (1) of the representatives of such corporation shall be notified.
2. In the case of any change in the representative provided for in the preceding paragraph, a designatedwritten report therefor shall be submitted, together with such certificate of matters to be registered, etc.
Article 36.

(Representative of Shareholders Who Jointly Own Shares)

1. The shareholders of preferred stock who jointly own preferred stock shall appoint one (1) representativeand report thereof.
2. The same procedures shall be taken in the case of any change in the representative provided for in thepreceding paragraph.
Article 37.

(Representative of Unincorporated Organization)

1. In case where a shareholder of preferred stock or a registered preferred stock pledgee is an unincorporatedorganization, the name of one (1) of the representatives of such organization shall be notified.
2. The same procedures shall be taken in the case of any change in the representative provided for in thepreceding paragraph.
Article 38.

(Change in the Register of Shareholders)

In case where a shareholder of preferred stock makes any changes in entry in the register of shareholders forany of the following reasons, a designated report therefor shall be submitted, together with a certified copy ofextract of the family register or a certificate of matters to be registered, etc. as the case may be.
(1) Change of family name or given name;-7-

(2) Appointment, change or removal of a legal representative such as an agent of a person having parental
authority, guardian, etc.;(3) Change of trade name or name of a juridical person; or(4) Change of corporate organization.
Article 39.

(Mutatis Mutandis Application)

The provisions in this Chapter shall apply mutatis mutandis to the trustor and the trustee of trust assets.
CHAPTER V
PURCHASE OF SHARES OF PREFERRED STOCK CONSTITUTING LESS THAN ONE (1) UNIT
Article 40.

(Method of Request for Purchase of Shares of Preferred Stock Constituting Less Than One (1) Unit)

In the case of a request to purchase shares of preferred stock constituting less than one (1) unit, a designatedwritten request (hereinafter referred to as the “Written Request for Purchase”) therefor shall be submitted at thehandling office of the shareholder register manager provided for in Article 2 or any of the liaison offices of theshareholder register manager provided for in Article 26.
Article 41.

(Method of Determination of Purchase Price)

The purchase price of preferred stock constituting less than one (1) unit requested for purchase shall be
determined in accordance with the method provided for in the laws and regulations.
The purchase price of the Eleventh Series of Class XI Preferred Stock constituting less than one (1) unit shall be
determined, based on the following method, in accordance with the method provided for in the laws andregulations, such as through discussions with a shareholder holding shares constituting less than one (1) unit who
has requested for purchase.
The purchase price of the Eleventh Series of Class XI Preferred Stock constituting less than one (1) unit
requested for purchase = A x B
A above shall be the amount obtained by (i) multiplying the number of the shares constituting less than one(1) unit requested for purchase by 1,000 and (ii) dividing such figure by the acquisition price of the Eleventh
Series of Class XI Preferred Stock on the date on which the Written Request for Purchase is received at thehandling office of the shareholder register manager (hereinafter referred to as the “Date of Request” in this
Article) (when dividing, the figure shall be calculated to one (1) digit and then rounded up to the nearest ten(10)).
B above shall be the last reported price of a share of common stock of the Company on the market established by
the Tokyo Stock Exchange as of the Date of Request; provided, however, that if the shares are not traded on themarket established by the Tokyo Stock Exchange on such day, or if such day falls on a holiday of the said Stock
Exchange, B above shall be the price at which the shares were first sold on the market established by the Tokyo
Stock Exchange thereafter.
Article 42.

(Payment of Purchase Price)

1. Unless otherwise provided by the Company, the Company shall pay to the person who has requested forpurchase, the purchase price determined pursuant to the preceding Article after deducting therefrom the handling-8-fees provided for in Article 52, on the fourth (4th) business day commencing on the day following the day (incase where the purchase price pursuant to the preceding Article has not yet been decided up to such day, the day
shall be the decision date of the purchase price pursuant to the same Article) on which the Written Request for
Purchase provided for in Article 40 is received at the handling office of the shareholder register manager;
provided, however, that if the purchase price reflects the rights to receive dividends from surplus or stock split,
etc., such payment shall be made not later than the relevant record date.
2. The person who has requested for purchase may request that the payment be made by way of transfer to abank account designated by him/her or by cash payment by Japan Post Bank (Yucho Ginko Genkinbarai) to theaddress of such person. If this is the case, the payment of the purchase price shall be deemed to be completed,concurrently with arrangement for payment by transfer or by voucher for disbursement through Japan Post Bank
(Hurikaeharaidashi-shousho).
Article 43.

(Transfer of Title to Purchased Shares of Preferred Stock Constituting Less Than One (1) Unit)

The title to the shares of preferred stock constituting less than one (1) unit, for which a Request for Purchasehas been made, shall be transferred to the Company on the day on which the payment procedures provided for in
the preceding Article have been completed.
CHAPTER VI
ADDITIONAL PURCHASE OF SHARES OF PREFERRED STOCK CONSTITUTINGLESS THAN ONE (1) UNIT
Article 44. (Method of Request for Additional Purchase of Shares of Preferred Stock Constituting Less Than
One (1) Unit)
In case where a holder of shares of preferred stock constituting less than one (1) unit requests that theCompany sell to the holder of the shares of preferred stock constituting less than one (1) unit such number of sharesof preferred stock that would, together with the number of shares of preferred stock constituting less than one(1) unit owned by such holder, constitute one (1) share of preferred stock (hereinafter referred to as the “Request for
Additional Purchase”), a designated written request (hereinafter referred to as the “Written Request for Additional
Purchase”) therefor shall be submitted at the handling office of the shareholder register manager provided for in
Article 2 or any of the liaison offices of the shareholder register manager provided for in Article 26.
Article 45. (Request for Additional Purchase of Number of Shares of Preferred Stock Constituting Less Than
One (1) Unit Exceeding the Remaining Number of Shares of Preferred Stock Reserved as Treasury Preferred
Stock, etc.)
If an aggregate number of shares of preferred stock constituting less than one (1) unit for which theRequests for Additional Purchase were made on the same day exceeds the number of shares of preferred stock
reserved by the Company as treasury stock for sale, none of such Requests for Additional Purchase made on suchday shall become effective.
Article 46.

(Effective Date of Request for Additional Purchase)

The Request for Additional Purchase shall become effective as of the date on which the Written Request for
Additional Purchase provided for in Article 44 is received at the handling office of the shareholder registermanager.

-9-Article 47.

(Suspension Period of Request for Additional Purchase)

1. In each year the Company shall suspend acceptance of the Requests for Additional Purchase during theperiod of ten (10) business days before all of the following dates:(1) March 31;(2) September 30; and(3) Any other date determined by JASDEC, such as the determination date of shareholders.
2. Notwithstanding the preceding paragraph, the Company may, whenever it deems necessary, establish anyother periods during which the Company shall suspend acceptance of the Requests for Additional Purchase.
Article 48.

(Method of Determination of Additional Purchase Price)

The additional purchase price of preferred stock constituting less than one (1) unit, for which a Request for
Additional Purchase has been made, shall be determined in accordance with the method provided for in the laws
and regulations.
The additional purchase price of the Eleventh Series of Class XI Preferred Stock constituting less than one(1) unit shall be determined, based on the following method, in accordance with the method provided for in thelaws and regulations, such as through discussions with a shareholder holding shares constituting less than one(1) unit who has made a Request for Additional Purchase.
The purchase price of the Eleventh Series of Class XI Preferred Stock constituting less than one (1) unit for
which a Request for Additional Purchase has been made = A x B
A above shall be the amount obtained by (i) multiplying the number of the shares constituting less than one(1) unit, for which a Request for Additional Purchase has been made, by 1,000 and (ii) dividing such figure by
the acquisition price of the Eleventh Series of Class XI Preferred Stock on the date on which the Written Request
for Additional Purchase is received at the handling office of the shareholder register manager (hereinafterreferred to as the “Date of Request” in this Article) (when dividing, the figure shall be calculated to one (1) digit
and then rounded up to the nearest ten (10)).
B above shall be the last reported price of a share of common stock of the Company on the market established by
the Tokyo Stock Exchange as of the Date of Request; provided, however, that if the shares are not traded on themarket established by the Tokyo Stock Exchange on such day, or if such day falls on a holiday of the said Stock
Exchange, B above shall be the price at which the shares were first sold on the market established by the Tokyo
Stock Exchange thereafter.
Article 49. (Transfer of Title to Shares of Preferred Stock Constituting Less Than One (1) Unit Purchased
Additionally)
The title to the shares of preferred stock constituting less than one (1) unit, for which a Request for
Additional Purchase has been made, shall be transferred to the holder of shares of preferred stock constituting
less than one (1) unit who made such Request for Additional Purchase on the day on which the Company duly
receives the aggregate amount of the additional purchase price provided for in the preceding Article and thehandling fees provided for in Article 52, as consideration for the additional purchase.

- 10 -

CHAPTER VII
REQUEST FOR ACQUISITION OF PREFERRED STOCK
Article 50.

(Method of Request for Acquisition)

1. In case an acquisition of preferred stock is requested, a designated written request therefor shall be
submitted at the handling office of the shareholder register manager provided for in Article 2 or any of the liaison
offices of the shareholder register manager provided for in Article 26.
2. The request for acquisition may not be withdrawn after submission of such request.
Article 51.

(Effectiveness of Acquisition)

The acquisition shall be effective concurrently with arrival of the request provided for in the preceding
Article at the handling office of the shareholder register manager.
SECTION 4
HANDLING FEES
Article 52.

(Handling Fees)

Handling fees in connection with shares of the Company shall be as follows (not including consumptiontax):
1. In the case of purchase of shares constituting less than one (1) unit pursuant to Article 14 (Method ofRequest for Purchase of Shares Constituting Less Than One (1) Unit) and Article 40 (Method of Request for
Purchase of Shares of Preferred Stock Constituting Less Than One (1) Unit) and in the case of the sale of sharesconstituting less than one (1) unit pursuant to Article 18 (Method of Request for Additional Purchase of Shares
Constituting Less Than One (1) Unit) and Article 44 (Method of Request for Additional Purchase of Preferred
Stock Constituting Less Than One (1) Unit):
The fees shall be calculated by dividing proportionally the amount of handling fees per unit calculated by
the following formula (In the case of any amount less than one (1) yen, such amount shall be disregarded) by therelevant number of shares constituting less than one (1) unit so purchased or sold (In the case of any amount lessthan one yen, such amount shall be disregarded);(1) In case the purchase price or additional purchase price per unit shall be: Not more than one hundred
thousand yen (¥100,000):
1.15% of the amount involved (If the amount per unit obtained by the above formula is less than two
hundred fifty yen (¥250), the fees shall be two hundred fifty yen (¥250).)(2) In case the purchase price or additional purchase price per unit shall be: More than one hundred
thousand yen (¥100,000):
0.9% of the amount involved + ¥250

- 11 -

Exhibit 12.1
CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Yasuhiro Sato, 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 23, 2013
By: /s/ Yasuhiro Sato
Name: Yasuhiro Sato
Title: Chief Executive Officer

Exhibit 12.2
CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Hideyuki Takahashi, 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 23, 2013
By: /s/ Hideyuki Takahashi
Name: Hideyuki Takahashi
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, 2013 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.
Yasuhiro Sato, Chief Executive Officer, and Hideyuki Takahashi, 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 23, 2013
By: /s/ Yasuhiro Sato
Name: Yasuhiro Sato
Title: Chief Executive Officer
By: /s/ Hideyuki Takahashi
Name: Hideyuki Takahashi
Title: Chief Financial Officer