##### Table of Contents

 

 

**UNITED STATES SECURITIES ANDEXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**
 
**

**FORM 20-F**

 

**
 
**

**(Mark One)**

 

**OR**

 

**        For the fiscal year ended March 31, 2011**

**OR**

 

**OR**

 

**        Date of event requiring this shell company report**

**                      Forthe transition period from              to             **

**Commission file number 001-33098**

**Kabushiki Kaisha Mizuho Financial Group**

**(Exact name of Registrant asspecified 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)**

**Hisaaki Hirama, +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.**

 

**Securities registered or to be registered pursuant to Section 12(g) of the Act.**

**None**

**
 
**

**(Title ofClass)**

**Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:**

**None**

**
 
**

**(Title ofClass)**

**Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as ofthe close of the period covered by the annual report.**

**At March 31, 2011, the following shares of capital stockwere issued: (1) 21,782,185,320 shares of common stock (including 5,656,647 shares of common stock held by the registrant as treasury stock), (2) 914,752,000 shares of eleventh series class XI preferred stock (including 497,866,000 sharesof 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 seasonedissuer, as defined in Rule 405 of the Securities Act. 

Yes  x    No   ̈

If this report is an annual or transition report, indicate by check mark if theregistrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. 

Yes   ̈    No  x

Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of theSecurities 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  x    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 to be submitted and posted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 

Yes  x    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, anaccelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): 

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

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 ashell company (as defined in Rule 12b-2 of the Exchange Act). 

Yes   ̈    No  x

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PASTFIVE YEARS) 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed bySection 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. 

Yes   ̈    No   ̈

 

 

 

Table of Contents
**MIZUHO FINANCIAL GROUP, INC.**

**ANNUAL REPORT ON FORM 20-F**

**Table of Contents**

 
          **Page** 
Presentation of Financial and Other Information
   3  
Forward-Looking Statements
   3  
ITEM 1.
  
Identity of Directors, Senior Management and Advisers
   5  
ITEM 2.
  
Offer Statistics and Expected Timetable
   5  
ITEM 3.
  
Key Information
   5    3.A.  
Selected Financial Data
   5    3.B.  
Capitalization and Indebtedness
   10    3.C.  
Reasons for the Offer and Use of Proceeds
   10    3.D.  
Risk Factors
   10  
ITEM 4.
  
Information on the Company 
   19    4.A.  
History and Development of the Company
   19    4.B.  
Business Overview
   20    4.C.  
Organizational Structure
   41    4.D.  
Property, Plant and Equipment
   43  
ITEM 4A.  
  
Unresolved Staff Comments
   43  
ITEM 5.
  
Operating and Financial Review and Prospects
   44  
ITEM 6.
  
Directors, Senior Management and Employees
   113    6.A.  
Directors and Senior Management
   113    6.B.  
Compensation
   122    6.C.  
Board Practices
   123    6.D.  
Employees
   125    6.E.  
Share Ownership
   126  
ITEM 7.
  
Major Shareholders and Related Party Transactions 
   127    7.A.  
Major Shareholders
   127    7.B.  
Related Party Transactions
   129    7.C.  
Interests of Experts and Counsel
   129  
ITEM 8.
  
Financial Information 
   130    8.A.  
Consolidated Statements and Other Financial Information
   130    8.B.  
Significant Changes
   130  
ITEM 9.
  
The Offer and Listing 
   131    9.A.  
Listing Details
   131    9.B.  
Plan of Distribution
   132    9.C.  
Markets
   133    9.D.  
Selling Shareholders
   133    9.E.  
Dilution
   133    9.F.  
Expenses of the Issue
   133  
ITEM 10.
  
Additional Information 
   134    10.A.  
Share Capital
   134    10.B.  
Memorandum and Articles of Association
   134    10.C.  
Material Contracts
   145    10.D.  
Exchange Controls
   145    10.E.  
Taxation
   146    10.F.  
Dividends and Paying Agents
   152    10.G.  
Statement by Experts
   152    10.H.  
Documents on Display
   152    10.I.  
Subsidiary Information
   152  
 
1 

Table of Contents      **Page** 
ITEM 11.
  
Quantitative and Qualitative Disclosures about Market Risk
   153  
ITEM 12.
  
Description of Securities Other than Equity Securities
   172    12.A.  
Debt Securities
   172    12.B.  
Warrants and Rights
   172    12.C.  
Other Securities
   172    12.D.  
American Depository Shares
   172  
ITEM 13.
  
Defaults, Dividend Arrearages and Delinquencies
   173  
ITEM 14.
  
Material Modifications to the Rights of Securities Holders and Use ofProceeds
   173  
ITEM 15.
  
Controls and Procedures
   173  
ITEM 16A.
  
Audit Committee Financial Expert
   174  
ITEM 16B.
  
Code of Ethics
   174  
ITEM 16C.
  
Principal Accountant Fees and Services
   174  
ITEM 16D.
  
Exemptions from the Listing Standards for Audit Committees
   175  
ITEM 16E.
  
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
   176  
ITEM 16F.
  
Change in Registrant’s Certifying Accountant
   176  
ITEM 16G.
  
Corporate Governance
   176  
ITEM 17.
  
Financial Statements
   179  
ITEM 18.
  
Financial Statements
   179  
ITEM 19.
  
Exhibits
   179  
Selected Statistical Data 
   A-1  
Index to Consolidated Financial Statements 
   F-1  
 
2 

Table of Contents
**PRESENTATION OF FINANCIAL AND OTHER INFORMATION**

In this annual report, “we,” “us,” and “our” refer to Mizuho Financial Group, Inc. and, unless the contextindicates 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 inexistence in our current form for all periods referred to herein. 

In this annual report, “our principal bankingsubsidiaries” refer to Mizuho Corporate Bank, Ltd., Mizuho Bank, Ltd. and Mizuho Trust & Banking Co., Ltd. (or with respect to references as of a date, or fiscal year ending, before April 1, 2002, to The Dai-Ichi Kangyo Bank,Limited, The Fuji Bank, Limited, The Industrial Bank of Japan, Limited, Mizuho Trust & Banking and The Yasuda Trust and Banking Co., Ltd.). 

In this annual report, references to “U.S. dollars,” “dollars” and “$” refer to the lawful currency of the United 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 figuresshown. However, in some 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 “Item3.A. Key Information—Selected Financial Data—Japanese GAAP Selected Consolidated Financial Information” and others 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 information in accordance with accountingprinciples generally accepted in the United States, or U.S. GAAP. Unless otherwise stated or the context otherwise requires, all amounts in our financial statements are expressed in Japanese yen. 

We usually hold the ordinary general meeting of shareholders of Mizuho Financial Group in June of each year 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 documentsfiled 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. Werely on this safe harbor in making these forward-looking statements. 

This annual report contains forward-looking statementsregarding the intent, belief or current expectations of our management with respect to our financial condition and future results of operations. In many cases, but not all, we use such words as “aim,” “anticipate,”“believe,” “endeavor,” “estimate,” “expect,” “intend,” “may,” “plan,” “probability,” “project,” “risk,” “seek,” “should,”“strive,” “target” and similar expressions in relation to us or our management to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions. Thesestatements 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 actualresults 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 and the impact of the dislocation in theglobal financial markets; 

 
3 

Table of Contents • 
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 Management Policy and other strategic initiatives and measures effectively; 

 
 • 
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 and uncertainties. Actual results may differfrom 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. Information on 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 newinformation, future events or otherwise. 

 
4 

Table of Contents
**PART I**

**ITEM 1.    IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS**

Not applicable. 

**ITEM 2.    OFFER STATISTICSAND 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 for the fiscal years endedMarch 31, 2007, 2008, 2009, 2010 and 2011 which have been derived from the audited consolidated financial statements of Mizuho Financial Group prepared in accordance with U.S. GAAP included in this annual report. 

The second table below sets forth selected consolidated financial data of Mizuho Financial Group as of and for the fiscal years endedMarch 31, 2007, 2008, 2009, 2010 and 2011 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, 2009, 2010 and 2011prepared in accordance with U.S. GAAP have been audited in accordance with the 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 informationincluded 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 entiretyby reference to that information. 

 
5 

Table of Contents
**U.S. GAAP Selected Consolidated Financial Information**

 
  **As of and for the fiscal years ended March 31,**   **2007**  **2008**  **2009**  **2010**  **2011**   **(in millions of yen, except per share data and percentages)** 
**Statement of income data:**
     
Interest and dividend income
 ¥2,639,307   ¥3,110,260   ¥2,384,191   ¥1,632,282   ¥1,460,184  
Interest expense
  1,571,389    1,911,522    1,102,015    528,159    448,857                      
Net interest income
  1,067,918    1,198,738    1,282,176    1,104,123    1,011,327  
Provision (credit) for loan losses
  182,115    (57,766)   567,396    222,102    647                      
Net interest income after provision (credit) for loan losses
  885,803    1,256,504    714,780    882,021    1,010,680  
Noninterest income
  1,195,948    1,094,943    452,227    1,330,847    1,036,532  
Noninterest expenses
  1,266,857    1,504,309    1,525,101    1,526,413    1,435,855                      
Income (loss) before income tax expense (benefit)
  814,894    847,138    (358,094)   686,455    611,357  
Income tax expense (benefit)
  163,221    672,176    761,908    (360,195)   193,227                      
Net income (loss)
  651,673    174,962    (1,120,002)   1,046,650    418,130  
Less: Net income (loss) attributable to noncontrolling interests(1)
  27,791    (53,656)   (61,555)   46,961    5,461                      
Net income (loss) attributable to MHFG shareholders
 ¥623,882   ¥228,618   ¥(1,058,447)  ¥999,689   ¥412,669                      
Net income (loss) attributable to common shareholders
 ¥600,408   ¥208,643   ¥(1,077,787)  ¥988,603   ¥403,231  
**Amounts per share(2):**
     
Basic earnings per common share—net income (loss) attributable to common shareholders
 ¥51.73   ¥18.17   ¥(95.96)  ¥70.55   ¥20.44  
Diluted earnings per common share—net income (loss) attributable to common shareholders
 ¥48.71   ¥16.77   ¥(95.96)  ¥61.64   ¥19.22  
Number of shares used to calculate basic earnings per common share