##### Table of Contents

 

 

**UNITED STATES SECURITIES AND EXCHANGECOMMISSION**

**Washington, D.C. 20549**

 

**
 
**

**FORM 20-F**

 

**
 
**

**(Mark One)**

 

**OR**

 

**        For the fiscal year ended March 31, 2008**

**OR**

 

**OR**

 

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

**Commission file number 001-33098**

**Kabushiki Kaisha Mizuho Financial Group**

**(Exact 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)**

**Mamoru Kishida, +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 registeredpursuant to Section 12(b) of the Act:**

 

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

**None**

**
 
**

**(Title of Class)**

**Securities for which there is areporting 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 theperiod covered by the annual report.**

**At March 31, 2008, the following shares of capital stock were outstanding:(1) 11,396,255 shares of common stock (including 4,586 shares of common stock held by the registrant and its consolidated subsidiaries and equity-method affiliates as treasury stock), (2) 943,740 shares of eleventh series class XIpreferred stock, and (3) 36,690 shares of thirteenth series class XIII preferred stock.**

 

**
 
**

Indicate by check mark if theregistrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. 

Yes  x    No   ̈

If this report is an annual ortransition 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  x

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 ExchangeAct 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 is a large accelerated filer, an accelerated 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 financialstatements included in this filing: 

 

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

Item 17   ̈    Item 18   ̈

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

                                               Yes   ̈    No  x

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS.) 

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

Yes   ̈    No   ̈

 

 

 

 

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

**ANNUAL REPORT ON FORM 20-F**

**Table ofContents**

 
         **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
  11
ITEM 4.
  Information on the Company   18  4.A.  
History and Development of the Company
  18  4.B.  
Business Overview
  19  4.C.  
Organizational Structure
  37  4.D.  
Property, Plant and Equipment
  39
ITEM 4A.
  Unresolved Staff Comments   39
ITEM 5.
  Operating and Financial Review and Prospects  40
ITEM 6.
  Directors, Senior Management and Employees  115  6.A.  
Directors and Senior Management
  115  6.B.  
Compensation
  125  6.C.  
Board Practices
  126  6.D.  
Employees
  133  6.E.  
Share Ownership
  134
ITEM 7.
  Major Shareholders and Related Party Transactions   135  7.A.  
Major Shareholders
  135  7.B.  
Related Party Transactions
  136  7.C.  
Interests of Experts and Counsel
  137
ITEM 8.
  Financial Information   138  8.A.  
Consolidated Statements and Other Financial Information
  138  8.B.  
Significant Changes
  138
ITEM 9.
  The Offer and Listing   139  9.A.  
Listing Details
  139  9.B.  
Plan of Distribution
  140  9.C.  
Markets
  140  9.D.  
Selling Shareholders
  140  9.E.  
Dilution
  140  9.F.  
Expenses of the Issue
  140
ITEM 10.
  Additional Information   141  10.A.  
Share Capital
  141  10.B.  
Memorandum and Articles of Association
  141  10.C.  
Material Contracts
  152  10.D.  
Exchange Controls
  152  10.E.  
Taxation
  154  10.F.  
Dividends and Paying Agents
  159  10.G.  
Statement by Experts
  159  10.H.  
Documents on Display
  159  10.I.  
Subsidiary Information
  159
 

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Table of Contents      **Page**
ITEM 11.
  
Quantitative and Qualitative Disclosures about Market Risk
  160
ITEM 12.
  
Description of Securities Other than Equity Securities
  176
ITEM 13.
  
Defaults, Dividend Arrearages and Delinquencies
  177
ITEM 14.
  
Material Modifications to the Rights of Securities Holders and Use of Proceeds
  177
ITEM 15.
  
Controls and Procedures
  177
ITEM 16A.
  
Audit Committee Financial Expert
  178
ITEM 16B.
  
Code of Ethics
  178
ITEM 16C.
  
Principal Accountant Fees and Services
  178
ITEM 16D.
  
Exemptions from the Listing Standards for Audit Committees
  179
ITEM 16E.
  
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
  180
ITEM 17.
  
Financial Statements
  181
ITEM 18.
  
Financial Statements
  181
ITEM 19.
  
Exhibits
  181
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 context indicatesotherwise, 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 inour current form for all periods referred to herein. 

In this annual report, “our principal banking subsidiaries” refer to MizuhoCorporate 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, TheIndustrial 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, all yen figures and percentages have been rounded to the figures shown, except for those yen figures and percentages in “Item3.A. Key Information—Selected Financial Data—Japanese GAAP Selected Consolidated Financial Information,” which have been truncated to the figures shown, and unless otherwise specified. Accordingly, the total of each column of figuresmay not be equal to the total of the individual items. 

Our fiscal year end is March 31. References to years not specified as beingfiscal years are to calendar years. 

Unless otherwise specified, for purposes of this annual report, we have presented our financialinformation in accordance with accounting principles 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 documents filed with the Securities and Exchange Commission, including this annual report, andother reports to shareholders and other communications. 

The U.S. Private Securities Litigation Reform Act of 1995 provides a “safeharbor” 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 expectations of our management with respect to ourfinancial 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 identifyforward-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 andassumptions. 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 impact of the dislocation in global financial markets stemming from U.S. subprimeloan issues; 

 

3 

Table of Contents • 
changes in interest rates; 

 
 • 
foreign exchange rate fluctuations; 

 
 • 
revised assumptions or other changes related to our pension plans; 

 
 • 
failure to maintain required capital adequacy ratio levels; 

 
 • 
downgrades in our credit ratings; 

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

 
 • 
our ability to avoid reputational harm; and 

 
 • 
the effect of changes in general economic conditions in Japan. 

Our forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual results may differ from those in the forward-looking statements as a result of various factors. Weidentify 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-lookingstatements. 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 

Table of Contents
**PART I**

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

Notapplicable. 

**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 for the fiscal years ended March 31, 2006,2007 and 2008 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 ended March 31,2004, 2005, 2006, 2007 and 2008 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, 2006, 2007 and 2008 prepared inaccordance 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 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 thatinformation. 

 

5 

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

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