Edgar Filing: MIZUHO FINANCIAL GROUP INC

ANNUAL REPORT

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

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2017

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐	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 from to

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)

1-5-5 Otemachi

Chiyoda-ku, Tokyo 100-8176

Japan

(Address of principal executive offices)

Masahiro Kosugi, +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 class		Name of each exchange on which registered
Common Stock, without par value		The New York Stock Exchange*
American depositary shares, each of which represents two shares of common stock		The New York Stock Exchange

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

None

(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, 2017, the following shares of capital stock were issued: 25,386,307,945 shares of common stock (including 6,705,604 shares of common stock held by the registrant as treasury stock).

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

Yes ☒ 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 ☒

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 ☒ 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 Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer, “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☒		Accelerated filer ☐		Non-accelerated filer ☐		Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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


U.S. GAAP ☒		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 ☒

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

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

☐ Yes ☐ No

*	Not for trading, but only in connection with the registration and listing of the ADSs.

MIZUHO FINANCIAL GROUP, INC.

ANNUAL REPORT ON FORM 20-F

Table of Contents


			Page
Presentation of Financial and Other Information				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			6
	3.A.	Selected Financial Data		6
	3.B.	Capitalization and Indebtedness		11
	3.C.	Reasons for the Offer and Use of Proceeds		11
	3.D.	Risk Factors		11
ITEM 4.	Information on the Company			21
	4.A.	History and Development of the Company		21
	4.B.	Business Overview		22
	4.C.	Organizational Structure		48
	4.D.	Property, Plant and Equipment		50
ITEM 4A.	Unresolved Staff Comments			50
ITEM 5.	Operating and Financial Review and Prospects			51
ITEM 6.	Directors, Senior Management and Employees			104
	6.A.	Directors and Senior Management		104
	6.B.	Compensation		124
	6.C.	Board Practices		130
	6.D.	Employees		134
	6.E.	Share Ownership		135
ITEM 7.	Major Shareholders and Related Party Transactions			137
	7.A.	Major Shareholders		137
	7.B.	Related Party Transactions		137
	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		141
	9.E.	Dilution		141
	9.F.	Expenses of the Issue		141
ITEM 10.	Additional Information			142
	10.A.	Share Capital		142
	10.B.	Memorandum and Articles of Association		142
	10.C.	Material Contracts		154
	10.D.	Exchange Controls		154
	10.E.	Taxation		155
	10.F.	Dividends and Paying Agents		161
	10.G.	Statement by Experts		161
	10.H.	Documents on Display		161
	10.I.	Subsidiary Information		161


			Page
ITEM 11.	Quantitative and Qualitative Disclosures about Market Risk			162
ITEM 12.	Description of Securities Other than Equity Securities			184
	12.A.	Debt Securities		184
	12.B.	Warrants and Rights		184
	12.C.	Other Securities		184
	12.D.	American Depositary Shares		184
ITEM 13.	Defaults, Dividend Arrearages and Delinquencies			185
ITEM 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds			185
ITEM 15.	Controls and Procedures			185
ITEM 16A.	Audit Committee Financial Expert			186
ITEM 16B.	Code of Ethics			186
ITEM 16C.	Principal Accountant Fees and Services			186
ITEM 16D.	Exemptions from the Listing Standards for Audit Committees			187
ITEM 16E.	Purchase of Equity Securities by the Issuer and Affiliated Purchasers			188
ITEM 16F.	Change in Registrant’s Certifying Accountant			188
ITEM 16G.	Corporate Governance			188
ITEM 16H.	Mine Safety Disclosure			190
ITEM 17.	Financial Statements			191
ITEM 18.	Financial Statements			191
ITEM 19.	Exhibits			191
Selected Statistical Data				A-1
Index to Consolidated Financial Statements				F-1

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

In this annual report, the terms “Mizuho Financial Group,” the “Group,” “we,” “us” and “our” generally refer to Mizuho Financial Group, Inc. and its consolidated subsidiaries, but from time to time as appropriate to the context, those terms refer to Mizuho Financial Group, Inc. as an individual legal entity. Furthermore, unless the context indicates otherwise, these references are intended to refer to us as if we had been in existence in our current form for all periods referred to herein.

On July 1, 2013, a merger between the former Mizuho Bank, Ltd. and the former Mizuho Corporate Bank, Ltd. came into effect with the former Mizuho Corporate Bank as the surviving entity, which was renamed Mizuho Bank upon the merger. In this annual report, “Mizuho Bank” refers to the post-merger entity, while the “former Mizuho Bank” and the “former Mizuho Corporate Bank” refer to pre-merger Mizuho Bank and pre-merger Mizuho Corporate Bank, respectively.

In this annual report, “our principal banking subsidiaries” refer to Mizuho Bank and Mizuho Trust & Banking Co., Ltd. (or with respect to references as of a date, or for periods ending, before July 1, 2013, to the former Mizuho Bank, the former Mizuho Corporate Bank and Mizuho Trust & Banking).

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 figures shown. 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 “Item 3.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 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 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, and other reports to shareholders and other communications.

The U.S. Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking information to encourage companies to provide prospective information about themselves. We rely on this safe harbor in making these forward-looking statements.

This annual report contains forward-looking statements regarding the intent, belief, current expectations and targets 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. 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:

•

increase in allowance for loan losses and incurrence of significant credit-related costs;

•

declines in the value of our securities portfolio, including as a result of the declines in stock markets and the 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 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 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. 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 new information, future events or otherwise.

PART I

ITEM 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 for the fiscal years ended March 31, 2013, 2014, 2015, 2016 and 2017 derived from the audited consolidated financial statements of Mizuho Financial Group prepared in accordance with U.S. GAAP.

The second table below sets forth selected consolidated financial data of Mizuho Financial Group as of and for the fiscal years ended March 31, 2013, 2014, 2015, 2016 and 2017 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, 2015, 2016 and 2017 prepared 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 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.

U.S. GAAP Selected Consolidated Financial Information


	As of and for the fiscal years ended March 31,
	2013		2014			2015			2016			2017
	(in millions of yen, except per share data, share number information and percentages)
Statement of income data:
Interest and dividend income	¥	1,423,375	¥	1,422,799		¥	1,457,659		¥	1,500,171		¥	1,509,030
Interest expense		412,851		401,565			411,982			495,407			601,712

Net interest income		1,010,524		1,021,234			1,045,677			1,004,764			907,318
Provision (credit) for loan losses		139,947		(126,230	)		(60,223	)		34,560			37,668

Net interest income after provision (credit) for loan losses		870,577		1,147,464			1,105,900			970,204			869,650
Noninterest income		1,439,419		1,082,834			1,801,215			1,883,894			1,368,032
Noninterest expenses		1,424,816		1,503,955			1,639,462			1,657,493			1,757,307

Income before income tax expense		885,180		726,343			1,267,653			1,196,605			480,375
Income tax expense		4,024		226,108			437,420			346,542			91,244

Net income		881,156		500,235			830,233			850,063			389,131
Less: Net income (loss) attributable to noncontrolling interests		5,744		1,751			27,185			(429	)		26,691

Net income attributable to MHFG shareholders	¥	875,412	¥	498,484		¥	803,048		¥	850,492		¥	362,440

Net income attributable to common shareholders	¥	867,191	¥	491,739		¥	798,138		¥	848,062		¥	362,440
Amounts per share:
Basic earnings per common share—net income attributable to common shareholders	¥	36.05	¥	20.33		¥	32.75		¥	34.19		¥	14.33
Diluted earnings per common share—net income attributable to common shareholders	¥	34.47	¥	19.64		¥	31.64		¥	33.50		¥	14.28
Number of shares used to calculate basic earnings per common share (in thousands)		24,053,282		24,189,670			24,368,116			24,806,161			25,285,899
Number of shares used to calculate diluted earnings per common share (in thousands)		25,365,229		25,371,252			25,381,047			25,387,033			25,380,302
Cash dividends per share ⁽¹⁾⁽²⁾:
Common stock	¥	6.00	¥	6.50		¥	7.50		¥	7.50		¥	7.50
	$	0.06	$	0.06		$	0.06		$	0.07		$	0.07
Eleventh series class XI preferred stock⁽³⁾	¥	20.00	¥	20.00		¥	20.00		¥	20.00		¥	—
	$	0.21	$	0.19		$	0.17		$	0.18		$	—
Thirteenth series class XIII preferred stock⁽⁴⁾	¥	30.00	¥	—		¥	—		¥	—		¥	—
	$	0.32	$	—		$	—		$	—		$	—


	As of and for the fiscal years ended March 31,
	2013			2014			2015			2016			2017
	(in millions of yen, except per share data, share number information and percentages)
Balance sheet data:
Total assets	¥	178,744,794	⁽⁵⁾	¥	175,697,452	⁽⁵⁾	¥	190,114,354	⁽⁵⁾	¥	193,810,151	⁽⁵⁾	¥	200,456,304
Loans, net of allowance		69,060,526			72,858,777			77,528,017			77,104,122			81,804,233
Total liabilities		172,887,699	⁽⁵⁾		169,076,081	⁽⁵⁾		181,924,510	⁽⁵⁾		185,626,960	⁽⁵⁾		191,684,247
Deposits		100,221,556			102,610,154			114,206,441			117,937,722			131,184,953
Long-term debt		8,800,023	⁽⁵⁾		9,852,048	⁽⁵⁾		14,576,861	⁽⁵⁾		14,765,527	⁽⁵⁾		14,529,414
Common stock		5,460,821			5,489,295			5,590,396			5,703,144			5,826,149
Total MHFG shareholders’ equity		5,728,120			6,378,470			7,930,338			8,014,551			8,261,357
Other financial data:
Return on equity and assets:
Net income attributable to common shareholders as a percentage of total average assets		0.50	%		0.27	%		0.42	%		0.43	%		0.18	%
Net income attributable to common shareholders as a percentage of average MHFG shareholders’ equity		18.76	%		9.64	%		13.86	%		13.33	%		5.25	%
Dividends per common share as a percentage of basic earnings per common share		16.64	%		31.97	%		22.90	%		21.94	%		52.34	%
Average MHFG shareholders’ equity as a percentage of total average assets		2.67	%		2.84	%		3.04	%		3.23	%		3.38	%
Net interest income as a percentage of total average interest-earning assets		0.66	%		0.64	%		0.63	%		0.58	%		0.51	%

Notes:

(1)

Yen amounts are expressed in U.S. dollars at the rate of ¥94.16 = $1.00, ¥102.98 = $1.00, ¥119.96 = $1.00, ¥112.42= $1.00 and ¥111.41= $1.00 for the fiscal years ended March 31, 2013, 2014, 2015, 2016 and 2017, 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.

(2)

Figures represent cash dividends per share with respect to the applicable fiscal year. Dividends with respect to a fiscal year include year-end dividends and interim dividends. Declaration and payment of dividends are conducted during the immediately following fiscal year, in the case of year-end dividends, or immediately following interim period, in the case of interim dividends.

(3)

On July 1, 2016, we acquired ¥75.1 billion of eleventh series class XI preferred stock, in respect of which a request for acquisition was not made by June 30, 2016, and delivered shares of our common stock, pursuant to Article 20, Paragraph 1 of our articles of incorporation and a provision in the terms and conditions of the preferred stock concerning mandatory acquisition in exchange for common stock. On July 13, 2016, we cancelled all of our treasury shares of eleventh series class XI preferred stock.

(4)	On July 11, 2013, we acquired and subsequently cancelled all of the thirteenth series class XIII preferred stock.

(5)	Total assets, total liabilities and long-term debt have been recalculated to reflect the retrospective adoption of ASU No.2015-03. See Note 2 to our consolidated financial statements included elsewhere in this annual report.

Japanese GAAP Selected Consolidated Financial Information


	As of and for the fiscal years ended March 31,
	2013			2014			2015			2016			2017
	(in millions of yen, except per share data and percentages)
Statement of income data:
Interest income	¥	1,421,609		¥	1,417,569		¥	1,468,976		¥	1,426,256		¥	1,445,555
Interest expense		345,710			309,266			339,543			422,574			577,737

Net interest income		1,075,898			1,108,303			1,129,433			1,003,682			867,818
Fiduciary income		48,506			52,014			52,641			53,458			50,627
Net fee and commission income		507,378			560,768			593,360			607,551			603,542
Net trading income		215,033			187,421			262,963			310,507			325,332
Net other operating income		324,899			126,774			209,340			246,415			245,419
General and administrative expenses		1,244,647			1,258,227			1,351,611			1,349,593			1,467,221
Other income		198,063			344,275			301,652			365,036			438,042
Other expenses		407,299			135,962			207,147			228,807			279,368

Income before income taxes⁽¹⁾		717,832			985,366			990,632			1,008,252			784,193
Income taxes:
Current⁽²⁾		50,400			137,010			260,268			213,289			196,535
Deferred		7,461			77,960			44,723			69,260			(58,800	)
Profit⁽¹⁾		659,970			770,396			685,640			725,702			646,457
Profit attributable to non-controlling interests⁽¹⁾		99,454			81,980			73,705			54,759			42,913

Profit attributable to owners of parent⁽¹⁾	¥	560,516		¥	688,415		¥	611,935		¥	670,943		¥	603,544

Net income per share:
Basic	¥	22.96		¥	28.18		¥	24.91		¥	26.94		¥	23.86
Diluted		22.05			27.12			24.10			26.42			23.78
Balance sheet data:
Total assets	¥	177,411,062		¥	175,822,885		¥	189,684,749		¥	193,458,580		¥	200,508,610
Loans and bills discounted⁽³⁾		67,536,882			69,301,405			73,415,170			73,708,884			78,337,793
Securities		53,472,399			43,997,517			43,278,733			39,505,971			32,353,158
Deposits⁽⁴⁾		99,568,737			101,811,282			113,452,451			117,456,604			130,676,494
Net assets		7,736,230			8,304,549			9,800,538			9,353,244			9,273,361
Risk-adjusted capital data (Basel III)⁽⁵⁾:
Common Equity Tier 1 capital	¥	4,802,418		¥	5,304,412		¥	6,153,141		¥	6,566,488		¥	7,001,664
Tier 1 capital		6,486,068			6,844,746			7,500,349			7,905,093			8,211,522
Total capital		8,344,554			8,655,990			9,508,471			9,638,641			10,050,953
Risk-weighted assets		58,790,617			60,274,087			65,191,951			62,531,174			61,717,158
Common Equity Tier 1 capital ratio		8.16	%		8.80	%		9.43	%		10.50	%		11.34	%
Tier 1 capital ratio		11.03			11.35			11.50			12.64			13.30
Total capital ratio		14.19			14.36			14.58			15.41			16.28

Notes:

(1)

We have applied “Revised Accounting Standard for Business Combinations” (ASBJ Statement No.21, September 13, 2013) and others and presentation of Net Income and others has been changed and presentation of Minority Interests has been changed to Non-controlling Interests from the fiscal year ended March 31, 2016.

(2)	Includes refund of income taxes.

(3)	Bills discounted refer to a form of financing in Japan under which promissory notes obtained by corporations through their regular business activities are purchased by banks prior to their payment dates at a discount based on prevailing interest rates.

(4)	Includes negotiable certificates of deposit.

(5)

Risk-adjusted capital data are calculated on a Basel III basis from the fiscal year ended March 31, 2013. We adopted the advanced internal ratings-based 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.”

There are certain differences between U.S. GAAP and Japanese GAAP. The differences between U.S. GAAP and Japanese GAAP applicable to us primarily relate to the accounting for derivative financial instruments and hedging activities, investments, loans, allowances for loan losses and off-balance-sheet instruments, premises and equipment, land revaluation, business combinations, pension liabilities, consolidation of variable interest entities, deferred taxes and foreign currency translation. 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 cable transfers in yen as certified for customs purposes by the Federal Reserve Bank of New York, expressed in 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,	High		Low		Average⁽¹⁾		Period end
	(yen per dollar)
2013	¥	96.16	¥	77.41	¥	83.26	¥	94.16
2014		105.25		92.96		100.46		102.98
2015		121.50		101.26		110.78		119.96
2016		125.58		111.30		120.13		112.42
2017		118.32		100.07		108.31		111.41
2018 (through May 31)		114.19		108.40		111.08		110.71

Calendar year 2017
January	¥	117.68	¥	112.72		—		—
February		114.34		111.74		—		—
March		115.02		110.48		—		—
April		111.52		108.40		—		—
May		114.19		110.68		—		—

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 May 31, 2017 was ¥110.71 = $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 and related notes, “Item 5. Operating and Financial Review and Prospects,” “Item 11. Quantitative and Qualitative Disclosures about Market Risk” and “Selected Statistical Data.”

Our business, financial condition and operating results could be materially adversely affected by any of the factors discussed below. The trading price of our securities could decline due to any of these factors. This annual report also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including the risks faced by us described below and elsewhere in this annual report. See “Forward-Looking Statements.”

Risks Relating to Our Business

We may be required to increase allowance for loan losses and/or incur significant credit-related and other costs in the future due to problem loans.

We are the primary bank lender for a large number of our corporate customers, and the amount of our loans and other claims to each of our major customers is significant. In addition, while we have made efforts to diversify our credit exposure along industry lines, the proportion of credit exposure to customers in the manufacturing, banks and other financial institutions and real estate industries is relatively high. We manage our credit portfolio by regularly monitoring the credit profile of each of our customers, the progress made on restructuring plans and credit exposure concentrations in particular industries or corporate groups, and we also utilize credit derivatives for hedging and credit risk mitigation purposes. We provide an allowance for loan losses taking into consideration the borrower’s situation, the value of relevant collateral and guarantee, which we periodically re-evaluate, and economic trends based on our self-assessment standards as well as applicable charge-off and allowance standards. However, depending on trends in the domestic and global economic environment, the business environment in particular industries and other factors, the amount of our problem 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 to industries 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, including provision for loan losses and charge-offs of loans, will not increase in the future as a result of the foregoing or otherwise.

Our equity investment portfolio exposes us to market risks that could adversely affect our financial condition and results of operations.

We hold substantial investments in marketable equity securities, mainly common stock of Japanese listed companies. We have established the “Policy Regarding Cross-holding of Shares of Other Listed Companies” and, in light of the potential material adverse impact on our financial position associated with stock market volatility risk, we have decided to hold the shares of other companies as cross–shareholdings only when these holdings are meaningful, and we have accordingly sold a portion of such investments. In addition, in order to lower the risk of stock market volatility, we have been applying partial hedges as we deem necessary. However, significant declines in Japanese stock prices in the future would lead to unrealized losses, losses on impairment and losses from sales of equity securities. In addition, net unrealized gains and losses on such investments, based on Japanese GAAP, are taken into account when calculating the amount of capital for purposes of the calculation of our capital adequacy ratios, and as a result, a decline in the value of such investments would negatively affect such ratios. Accordingly, our financial condition and results of operations could be materially and adversely affected.

Changes in interest rates could adversely affect our financial condition and results of operations.

We hold a significant amount of bonds, consisting mostly of Japanese government bonds, 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 utilization of derivatives and other hedging methods to reduce our exposure to interest rate risk. However, in the event of significant changes in interest rates, including as a result of a change in Japanese monetary policy, increased sovereign risk due to deterioration of public finances and market trends, our financial condition and results of operations could be materially and adversely affected.

Our financial condition and results of operations could be adversely affected by foreign exchange rate fluctuations.

A portion of our assets and liabilities is denominated in foreign currencies, mainly the U.S. dollar. The difference between the amount of assets and liabilities denominated in foreign currencies leads to foreign currency translation gains and losses in the event of fluctuations in foreign exchange rates. Although we hedge a portion of our exposure to foreign exchange rate fluctuation risk, our financial condition and results of operations could be materially and adversely affected if future foreign exchange rate fluctuations significantly exceed our expectations.

We may incur further losses relating to decreases in the market liquidity of assets that we hold.

The market liquidity of the various marketable assets that we hold may decrease significantly due to turmoil in financial markets and other factors, and the value of such assets could decline as a result. If factors such as turmoil in global financial markets or the deterioration of economic or financial conditions cause the market liquidity of our assets to decrease significantly, our financial condition and results of operations could 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 and projected benefit obligations. As a result, our financial condition and results of operations could be materially and adversely affected.

A decrease in deferred tax assets, net of valuation allowance, due to a change in our estimation of future taxable income or change in Japanese tax policy could adversely affect our financial condition and results of operations.

We recorded deferred tax assets, net of valuation allowance, based on a reasonable estimation of future taxable income in accordance with applicable accounting standards. Our financial condition and results of operations could be materially and adversely affected if our deferred tax assets decrease due to a change in our estimation of future taxable income, a change in tax rate as a result of tax system revisions or other factors. Because we consider the sale of available-for-sale securities to be a qualifying tax-planning strategy, turmoil in financial markets such as significant declines in stock prices could lead to a decrease in our estimated future taxable income.

Financial transactions entered into for hedging and other similar purposes could adversely affect our financial condition and results of operations.

The accounting and valuation methods applied to credit and equity derivatives and other financial transactions that we enter into for hedging and credit risk mitigation purposes are not always consistent with the accounting and valuation methods applied to the assets that are being hedged. Consequently, in some cases, due to changes in the market or otherwise, losses related to such financial transactions during a given period may adversely affect net income, while the corresponding increases in the value of the hedged assets do not have an effect on net income for such period. As a result, our financial condition and results of operations could be materially and adversely affected during the period.

Failure to maintain capital adequacy ratios above minimum required levels, as a result of the materialization 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 to standards set forth by Japan’s Financial Services Agency and based on Japanese GAAP, taking into account our plans for investments in risk-weighted assets, the efficiency of our capital structure and other factors. However, our capital adequacy ratios could decline in the future, including as a result of the materialization of any of the risks enumerated in these “Risk Factors” and changes to the methods we use to calculate capital adequacy ratios. Also, there are regulatory adjustments such as goodwill and other intangibles, deferred tax assets, investments in the capital of banking, financial and insurance entities etc., that are deducted from our regulatory capital under certain 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 on bank 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 began phasing them in from March 31, 2013. Furthermore, we have been named one of the global systemically important banks (“G-SIBs”) and have become subject to additional capital requirements since March 2016. The group of G-SIBs will be updated annually and published by the Financial Stability Board (“FSB”) each November. The FSB published the final standard requiring G-SIBs to maintain total loss-absorbing capacity (“TLAC”) in November 2015. In addition, the Financial Service Agency published a policy to develop a framework in connection with such requirements in Japan in April 2016. Accordingly, we may become subject to such regulations beginning in 2019.

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, the submission of an improvement plan that would strengthen our capital base, a restriction on the outflow of capital, a reduction of our total assets or a suspension of a portion of our business operations. In addition, some of our banking subsidiaries are subject to capital 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 other subsidiaries by major domestic and international credit rating agencies. The credit ratings are based on information furnished by us or obtained by the credit rating agencies from independent sources and are also influenced by credit ratings of Japanese government bonds and general views regarding the Japanese financial system as a whole. The credit ratings are subject to revision, suspension or withdrawal by the credit rating agencies at any time. A downgrade in our credit ratings could result in, among other things, the following:

•

increased funding costs and other difficulties in raising funds;

•

the need to provide additional collateral in connection with financial market transactions; and

•

the termination or cancellation of existing agreements.

As a result, our business, financial condition and results of operations could be materially and adversely affected.

For example, the additional collateral requirement in connection with our derivative contracts, absent other changes, assuming a downgrade occurred on March 31, 2017, would have been approximately ¥5.5 billion for a one-notch downgrade and approximately ¥8.0 billion for a two-notch downgrade.

Our business will be adversely affected if we encounter difficulties in raising funds.

We rely principally on deposits and bonds as our funding sources. In addition, we also raise funds in the financial markets. Our efforts to maintain stable funding, such as setting maximum limits on financial market funding and monitoring our liquidity position to apply appropriate funding policies, may not be sufficient to prevent significant increases in our funding costs or, in the case mainly of foreign currencies, cash flow problems if we encounter difficulties in attracting deposits or otherwise raising funds. Such difficulties could result, among other things, from any of the following:

•

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 other factors.

Our Medium-term Business Plan and other strategic initiatives and measures may not result in the anticipated outcome.

We have been implementing strategic initiatives and measures in various areas. In May 2016, we announced our Medium-term Business Plan for the three fiscal years ending March 31, 2019, in which we established a number of key targets that we aim to achieve by the end of the fiscal year ending March 31, 2019.

However, we may not be successful in implementing such initiatives and measures, or even if we are successful in implementing them, the implementation of such initiatives and measures may not have their anticipated effects. In addition, we may not be able to meet the key targets 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.”

For further information of our Medium-term Business Plan, see “Item 4. Business Overview—General—Progressive Development of “One MIZUHO”—The Path to a Financial Services Consulting Group.”

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 the needs 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 maintain risk management policies that we believe are appropriate to address such risks, if a risk materializes in a manner or to a degree outside of our expectations, our business, financial condition and results of operations could be materially and adversely affected.

We are subject to various laws and regulations, and violations could result in penalties and other regulatory actions.

Our business and employees in Japan are subject to various laws and regulations, including those applicable to 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 the laws 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 and regulations, but they may not be effective in preventing all violations.

Violations of laws and regulations could result in regulatory action and harm our reputation, and our business, financial condition and results of operations could be materially and adversely affected.

Employee errors and misconduct could subject us to losses and reputational harm.

Because we process a large number of transactions in a broad range of businesses, we are subject to the risk of various operational errors and misconduct, including those caused by employees. Our measures to reduce employee errors, including establishment of operational procedures, regular reviews regarding compliance with these procedures, employee training and automation of our operations, may not be effective in preventing all employee errors and misconduct. Significant operational errors and misconduct could result in losses, regulatory actions or harm to our reputation. As a result, our business, financial condition and results of operations could 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 our business 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 of contingency plans for unexpected events, including the implementation of backup and redundancy measures, as well as recently implemented measures to protect customers and our group from the rising threat of cyber attacks, illegal money transfers, targeted attacks and other risks, may not be effective in preventing significant disruptions to our information technology systems caused by, among other things, human error, accidents, cyber attacks, and development and renewal of computer systems. In the event of any such disruption, our business, financial condition and results of operations could be materially and adversely affected due to information leaks, malfunctions or disruptions in our business operations, liability to customers and others, regulatory actions or harm to our reputation.

Our reputation could be harmed and we may be subject to liabilities and regulatory actions if we are unable 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 that we require of our outside contractors and those designed to meet the strict requirements of the Personal Information Protection Law of Japan, may not be effective in preventing all such problems. Leakage of important information in the future could result in liabilities and regulatory actions and may also lead to significant harm to our reputation. As a result, our business, financial condition and results of operations 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 and to operate our business efficiently. We may not be successful in attracting and retaining sufficient skilled employees through our hiring efforts and training programs aimed to maintain and enhance the skills and expertise of our employees, in which event our competitiveness and efficiency could be significantly impaired. As a result, our business, financial condition and results of operations could be materially and adversely affected.

Our failure to establish, maintain and apply adequate internal controls over financial reporting could negatively impact investor confidence in the reliability of our financial statements.

As a New York Stock Exchange-listed company and an SEC registrant, we have developed disclosure controls and procedures and internal control over financial reporting pursuant to the requirements of the

Sarbanes-Oxley Act of 2002 and rules and regulations of the SEC promulgated pursuant thereto. Our management reports on, and our independent registered public accounting firm attests to, the effectiveness of our internal controls over financial reporting, as required, in our annual report on Form 20-F. In addition, our management is required to report on our internal control over financial reporting, and our independent registered public accounting firm is required to provide its opinion concerning the report of our management, in accordance with the Financial Instruments and Exchange Act of Japan. To the extent any issues are identified through the foregoing processes, there can be no assurance that we will be able to address them in a timely manner or at all. Furthermore, even if our management concludes that our internal control over financial reporting are effective, our independent registered public accounting firm may still be unable to issue a report that concludes that our internal control over financial reporting are effective. In either case, we may lose investor confidence in the reliability of our financial statements.

We are subject to risk of litigation and other legal proceedings.

As a financial institution engaging in banking and other financial businesses in and outside of Japan, we are subject to the risk of litigation for damages and other legal proceedings in the ordinary course of our business. Adverse developments related to legal proceedings could have a material adverse effect on our financial condition and results of operations.

Our risk management policies and procedures may not adequately address unidentified or unanticipated risks.

We devote significant resources to strengthen our risk management policies and procedures. Despite this, and particularly in light of the rapid evolution of our operations, our policies and procedures designed to identify, monitor and manage risks may not be fully effective. Some of our methods of managing risks are based upon our use 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 be materially and adversely affected.

Transactions with counterparties in Iran and other countries designated by the U.S. Department of State as state sponsors of terrorism may lead some potential customers and investors to avoid doing business with us or investing in our securities or have other adverse effects.

U.S. law generally prohibits U.S. persons from doing business with countries designated by the U.S. Department of State as state sponsors of terrorism (the “Designated Countries”), which currently includes Iran, Sudan and Syria and we maintain policies and procedures to comply with applicable U.S. laws. Our non-U.S. offices engage in transactions relating to the Designated Countries on a limited basis and in compliance with applicable laws and regulations, including trade financing with respect to our customers’ export or import transactions and maintenance of correspondent banking accounts. In addition, we maintain a representative office in Iran. We do not believe our operations relating to the Designated Countries are material to our business, financial condition or results of operations. We maintain policies and procedures to ensure compliance with applicable Japanese and U.S. laws and regulations.

The laws and regulations applicable to dealings involving the Designated Countries are subject to further strengthening or changes. If the U.S. government considers that our compliance measures are inadequate, we may be subject to regulatory action which could materially and adversely affect our business. In addition, we may become unable to retain or acquire customers or investors in our securities, or our reputation may suffer, potentially having adverse effects on our business or the price of our securities.

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 all of our income. As a result of restrictions, such as those on distributable amounts under Japan’s Companies Act,

or otherwise, our banking and other subsidiaries may decide not to pay dividends to us. In addition, we may experience difficulty in making, or become unable to make, dividend payments to our shareholders and dividend or interest payments on capital securities issued by our group due to the deterioration of our results of operations and financial condition and/or the restrictions under the Companies Act or due to the strengthening of bank capital regulations. For more information on restrictions to dividend payments under the Companies Act and bank capital regulations, see “Item 10.B. Additional Information—Memorandum and Articles of Association” and “Item 4.B. Business Overview—Supervision and Regulation—Japan.”

We may be adversely affected if economic or market conditions in Japan or elsewhere deteriorate.

We conduct a wide variety of business operations in Japan as well as overseas, including in the United States, Europe and Asia. 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 quality of our assets. We are currently facing significant uncertainties in the economic environment such as the introduction of the Bank of Japan’s new monetary policy, the negotiation for the withdrawal of the UK from the EU and the inauguration of the new administration of the United States. Significant changes in general economic conditions or financial markets due to the effect of changes in a country’s fiscal policy, political turmoil and manifestations of geopolitical risks could materially and 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 and outside of Japan. We are also subject to various laws and regulations applicable to financial institutions such as the Banking Act, including capital adequacy requirements, in and outside of Japan. If the laws and regulations that are applicable to us are amended or otherwise changed, such as in a way that restricts us from engaging in business activities that we currently conduct, our business, financial condition and results of operations could be materially and adversely affected.

The Basel Committee on Banking Supervision is currently discussing a review of the standardized approach, internal ratings-based approach and capital floors in calculating the capital adequacy ratio. There is a risk that our capital adequacy ratio will decrease if the review results in an increase in the amount of the denominator related to our capital adequacy ratio calculation.

Moreover, future applications of or changes in other financial regulations that are continually under discussion, including liquidity standards such as the Net Stable Funding Ratio (NSFR) and leverage ratio regulations, could result in restrictions in our ability to conduct our businesses as well as the need to incur additional information technology development expenses.

Intensification of competition in the market for financial services in Japan could have an adverse effect on us.

We offer comprehensive financial services globally, centered on Banking, Trust Banking and Securities and are subject to intense competition both domestically and internationally with large financial institutions, non-bank financial institutions and others. In addition, as a result of technological advances called “FinTech,” an increasing number of companies have recently been crossing industry lines and entering the field of finance, and it is possible that the competitive environment surrounding us may further intensify. Moreover, due to the reforms to financial regulations made in recent years, it may become difficult to differentiate strategies between us and our competitors, resulting in the intensification of competition in specific businesses.

If we are unable to respond effectively to current or future competition, our business, financial condition 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 other facilities are subject to the risk of damage from natural disasters such as earthquakes and typhoons as well as from acts of terrorism and other criminal acts. In addition, our business could be materially disrupted as a result of an epidemic such as new or reemerging influenza infections. Our business, financial condition and results of operations could be adversely affected if our recovery efforts, including our implementation of contingency plans that we have developed such as establishing back-up offices, are not effective in preventing significant disruptions to our business operations caused by such natural disasters and criminal acts. Additionally, massive natural disasters such as the March 2011 Great East Japan Earthquake may have various adverse effects, including a deterioration in economic conditions, declines in the business performance of many of our corporate customers and declines in stock prices. As a result, our financial condition and results of operations could be materially and adversely affected due to an increase in the amount of problem loans and credit-related costs as well as an increase 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 Companies Act govern our corporate affairs. Legal principles relating to such matters as the validity of corporate procedures, directors’ and officers’ fiduciary duties and shareholders’ rights may be different from or less clearly defined than those that would apply if we were incorporated in another jurisdiction. For example, under the Companies Act, only holders of 3% or more of the total voting rights or total outstanding shares are entitled to examine our accounting books and records. Shareholders’ rights under Japanese law may not be as extensive as shareholders’ rights under the law of jurisdictions within the United States or other countries. For more information on the rights of shareholders under Japanese law, see “Item 10.B. Additional Information—Memorandum and Articles of Association.”

It may not be possible for investors to effect service of process within the United States upon us or our directors, executive officers or senior management, or to enforce against us or those persons judgments obtained in U.S. courts predicated upon the civil liability provisions of the federal securities laws of the United States.

We are a joint stock corporation incorporated under the laws of Japan. Almost all of our directors, executive officers and senior management reside outside the United States. Many of the assets of us and these persons 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 original actions 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 and exercising 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 the same rights as a shareholder. In your capacity as an ADS holder, you are not able to bring a derivative action, examine our accounting books and records or exercise appraisal rights, except through the depositary.

Foreign exchange rate fluctuations may affect the U.S. dollar value of our ADSs and dividends payable to holders of our ADSs.

Market prices for our ADSs may fall if the value of the yen declines against the U.S. dollar. In addition, the U.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.

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 date to form Mizuho Trust & Banking.

A further major step in the Mizuho group’s development occurred in April 2002 when the operations of our three predecessor banks were realigned through a corporate split and merger process under Japanese law into a wholesale banking subsidiary, the former Mizuho Corporate Bank, and a banking subsidiary serving primarily retail and small and medium-sized enterprise customers, the former Mizuho Bank. As an additional step for realigning the group structure, Mizuho Financial Group was established on January 8, 2003 as a corporation organized under the laws of Japan, and on March 12, 2003, it became the holding company for the Mizuho group through a stock-for-stock exchange with Mizuho Holdings, which became an intermediate holding company focused on management of the Mizuho group’s banking and securities businesses. The legal and commercial name of the company is Mizuho Financial Group, Inc.

In May 2003, we initiated a project to promote early corporate revitalization of customers in need of revitalization or restructuring and to separate the oversight of restructuring borrowers from the normal credit origination function. In July 2003, our three principal banking subsidiaries, the former Mizuho Corporate Bank, the former Mizuho Bank and Mizuho Trust & Banking each transferred loans, equity securities and other claims outstanding relating to approximately 950 companies to new subsidiaries that they formed. In October 2005, based on the significant reduction in the balance of 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 the revitalization subsidiaries was merged into its respective banking subsidiary parent.

In the fiscal year ended March 31, 2006, we realigned our entire business operations into a Global Corporate Group, Global Retail Group and Global Asset and Wealth Management Group. In October 2005, in connection with this realignment, we established Mizuho Private Wealth Management Co., Ltd., a private banking subsidiary, and converted Mizuho Holdings on October 1, 2005 from an intermediate holding company into Mizuho Financial Strategy Co., Ltd., an advisory company that provides advisory services to financial institutions.

In May 2009, Mizuho Securities and Shinko Securities Co., Ltd. conducted their merger, with the aim of improving our service-providing capabilities to our clients and to offer competitive cutting-edge financial services on a global basis.

In September 2011, Mizuho Trust & Banking became a wholly-owned subsidiary of Mizuho Financial Group, Mizuho Securities became an unlisted subsidiary of the former Mizuho Corporate Bank and Mizuho Investors Securities became a wholly-owned subsidiary of the former Mizuho Bank, through their respective stock-for- stock exchanges. The purpose of these stock-for-stock exchanges is to further enhance the “group collective 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 the company’s customer base to enhance the domestic retail business, and rationalize and streamline management infrastructure.

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, placing banking, trust banking, securities and other major group companies under the direct control of the holding company.

In July 2013, the former Mizuho Bank and the former Mizuho Corporate Bank merged, and the former Mizuho Corporate Bank, the surviving 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 the former Mizuho Bank and the former Mizuho Corporate Bank customers, utilizing the current “strengths” and “advantages” of the former Mizuho Bank and the former Mizuho Corporate Bank, and to continue to improve customer services by further enhancing group collaboration 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.

In July 2016, with consideration of the rule of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) regarding the operations of foreign banking organizations with U.S. operations, we established a bank holding company and has its primary U.S.-based banking, securities and institutional custody services (trust banking) entities together under the holding company, with the aim to proactively strengthen corporate governance and expand our profit base through the consistent implementation of our collaborative corporate and investment banking, securities and institutional custody services strategy in the United States in line with the global operation of our new in-house company system.

In October 2016, with a view to strengthening the respective asset management businesses, we and The Dai-ichi Life Insurance Company, Limited integrated the asset management functions of both groups, namely, DIAM Co., Ltd., the asset management function of Mizuho Trust & Banking, Mizuho Asset Management Co., Ltd. and Shinko Asset Management Co., Ltd. and formed a new company named Asset Management One Co., Ltd., a consolidated subsidiary of Mizuho Financial Group.

In March 2017, we, Sumitomo Mitsui Trust Holdings, Inc., Resona Bank, Limited, a subsidiary of Resona Holdings, Inc., and The Dai-ichi Life Insurance Company, Limited, a subsidiary of Dai-ichi Life Holdings, Inc., have executed a memorandum of understanding to commence detailed analysis and negotiations in preparation for the management integration of Japan Trustee Services Bank, Ltd. and Trust & Custody Services Bank, Ltd, a consolidated subsidiary of Mizuho Financial Group. The purposes of the integration are to seek economies of scale, to realize more stable and higher quality operations and to contribute to further growth of the domestic securities settlement market and to the enhancement of the domestic investment chain by concentrating both companies’ managerial resources and expertise.

Other Information

Our registered address is 1-5-5, Otemachi, Chiyoda-ku, Tokyo 100-8176, Japan, and our telephone number is 81-3-5224-1111.

4.B. Business Overview

General

We engage in banking, trust, securities and other businesses related to financial services.

We launched our three-year medium-term business plan, the “Progressive Development of “One MIZUHO”—The Path to a Financial Services Consulting Group,” formulated for the three years beginning the

fiscal year ended March 31, 2017. The two foundations of this plan are: the reinforcement of the “customer-focused” perspective that we promoted in the previous medium-term business plan; and the pursuit of “operational excellence” as part of our effort to promote greater business improvement and efficiency. The plan aims to further develop the “One MIZUHO” strategy by establishing a new business model as a “financial services consulting group.”

We are positioning our asset management function and our research and consulting functions as new pillars that supplement the banking, trust and securities functions, and by striving to provide the best possible and optimal services to customers for their improved satisfaction, we aim to become an indispensable partner for achieving sustainable growth of corporate customers and securing a promising future of retail customers.

With the aim of establishing this new business model, we have set forth five basic policies in the medium-term business plan. The five basic policies are supported by ten basic strategies, which are classified into business strategies, financial strategies and management foundations.

Our Objectives Under the Medium-Term Business Plan

By establishing a customer-focused business platform, we will form deeper relationships with our customers via our financial intermediary functions and our ability to take highly measured risks and build a future in economies and communities as a trusted financial partner in providing solutions for our customers. In the interest of building this new business model, we have established the following objectives in the medium-term business plan.

A Financial Services Consulting Group—The most trusted partner in solving problems and supporting the sustainable growth of customers and communities

Five Basic Policies

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Introduction of the in-house company system

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Selecting and focusing on certain areas of business

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Establishment of a resilient financial base

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Proactive involvement in financial innovation

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Embedding a corporate culture that encourages the active participation of our workforce to support a stronger Mizuho

Ten Basic Strategies

Business strategies

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Strengthening our non-interest business model on a global basis

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Responding to the shift from savings to investment

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Strengthening our research and consulting functions

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Responding to FinTech

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Promoting the “Area One MIZUHO” strategy (i.e., the implementation of the One MIZUHO strategy in each geographical area through collaboration of banking, trust and securities functions, under which the business offices independently design and implement their respective strategies)

Financial strategies

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Controlling the balance sheet and reforming the cost structure

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Disposing of cross-shareholdings

Management foundations

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Completing implementation of the next generation IT systems

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Fundamental reforms of HR management

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Continued initiatives towards embedding a corporate culture to support the creation of a stronger organization

In the fiscal year ended March 31, 2017, the first year of the medium-term business plan, we adopted “strengthening the foundation for ensuring a sustainable competitive advantage” as our operational policy and worked together as a group in this direction.

First, we introduced an in-house company system to reinforce the “customer-focused” perspective. The system enhances our capability to provide financial services that closely match customer needs with increased strength and speed, by developing consistent strategies tailored to each customer segment from the formulation of strategies to their execution.

Moreover, we established Asset Management One Co., Ltd., into which our group’s asset management functions have been integrated. We also established the Research & Consulting Unit, into which our group’s research and consulting functions have been consolidated, and thereby enhanced our consulting function on a group-wide basis.

In addition, we have reinforced our customer-first business management by establishing a specialized organization dedicated to promoting the concept of fiduciary duties and holding an advisory committee meeting to which external scholars and experts were invited. Moreover, we adopted the Principles for Customer-Oriented Business Conduct, which was published on March 30, 2017 by Japan’s Financial Services Agency, on the same date.

Secondly, with respect to “operational excellence,” we have streamlined head office operations and improved our products and services in order to increase productivity. At the same time, we have advanced our efforts to consolidate overlapping operations and improve business processes through the utilization of digital technology.

Furthermore, with respect to our efforts to expand new business areas and enhance and streamline operations and services through the utilization of digital technology, such as artificial intelligence and big data, we have steadily proceeded with demonstration experiments, technical verifications and pre-marketing studies, while actively collaborating with other companies through open innovation (an approach to creating innovative services and businesses by not relying exclusively on internal resources but also bringing in external technologies and ideas).

With respect to the corporate governance system, Mizuho Financial Group, as a Company with Three Committees, has established a system that will be able to sufficiently fulfill its obligations to its shareholders. We have continued the effort to improve the productivity and efficiency of discussions, enhance the use of outside directors’ knowledge and reflect such knowledge in the performance of duties, in order to further improve the effectiveness of the Board of Directors.

In addition, in an effort to further enhance risk governance, we developed an autonomous control structure under which the first line, which is responsible for the execution of business operations, itself takes on risk

management and compliance as an integral part of business operations, in accordance with the “Three Lines of Defense” concept set forth in the “Corporate governance principles for banks,” published by the Basel Committee on Banking Supervision.

With respect to legal compliance, in conjunction with further enhancing our framework for the severance of transactions with anti-social elements, we have intensified various efforts, including countermeasures against money laundering and terrorist financing.

At the same time, in order to contribute to the sustainable development of society and to create new corporate value, we have pursued a CSR initiative addressing social, environmental and other global issues. We have also continued to offer our combined group strength to assist in reviving the industries and economies of regions affected by the Great East Japan Earthquake of 2011 and the Kumamoto Earthquake of 2016.

As the second year of the medium-term business plan, we position the fiscal year ending March 31, 2018 as the year in which we will endeavor to realize our objective of becoming a “financial services consulting group” based on the management policy of accelerating the One MIZUHO strategy through the further enhancement of a customer-first business approach and fundamentally improved productivity.

We will work to advance the business plan based on the five basic policies set out in the medium-term business plan by placing emphasis on the points described below.

Enhance Operation of the In-House Company System

We will work to enhance the operation of the in-house company system to promote our customer-first business approach and achieve the further integration of group-wide operation across banking, trust, securities and other business areas. We will further enhance our front-line capabilities, accelerate decision making, streamline group management, and work to strengthen non-interest businesses on a group-wide basis.

Selecting and Focusing on Certain Areas of Business

We will reallocate resources from the low-priority areas to the high-priority areas as identified based on our strategic focus. We will thereby make efficient use of the limited resources to help enhance our earnings capacity.

Establishment of a Resilient Financial Base

We will strengthen balance sheet control by optimizing risk and return, managing risk-weighted assets and controlling liquidity proactively and flexibly based on our understanding of future external changes. We will pursue operational excellence and thoroughly address issues faced by the front-lines or found in existing work procedures to improve productivity and cost structure.

Proactive Involvement in Innovation

Our Chief Digital Innovation Officer (CDIO) is in charge of promoting digital innovation across the group. Under this structure, we will accelerate our efforts in taking initiatives in digital technology, such as artificial intelligence and big data, and will endeavor to create next generation businesses and improve business processes.

Embedding a Corporate Culture That Encourages the Active Participation of the Workforce to Support a Stronger Mizuho

We will continuously strive to improve our human resource management systems and to establish a corporate culture that encourages all employees to take initiative.

Major reforms in our human resource management aim to continuously increase employee engagement, creating a virtuous cycle of growth between employees and the organization, and to establish a competitive advantage for us in terms of workforce. We will encourage the active participation of employees by promoting the “Health and Productivity Management” initiative so that every employee can exercise their potential abilities and continue to actively contribute to the group. We will further promote our “work-life balance” initiative to provide flexible and diverse work arrangements.

To establish a corporate culture that encourages all employees to take initiatives, we will continue to enhance various initiatives such as encouraging each office to set their own goals and work toward achieving them.

Completing Implementation of the Next Generation IT Systems

As the most important and largest systems project of ours, we will take measures to complete the next-generation IT systems in a safe and steady manner.

Signing of Memorandum of Understanding for the Integration of Trust Banks Specializing in Asset Administration Services

As announced in March 2017, Mizuho Financial Group, Sumitomo Mitsui Trust Holdings, Inc., Resona Bank, Limited and The Dai-ichi Life Insurance Company, Limited have signed a memorandum of understanding to commence detailed analysis and negotiations in preparation for the management integration of Trust & Custody Services Bank, Ltd. (a consolidated subsidiary of ours) and Japan Trustee Services Bank, Ltd. The integration is aimed at (i) leveraging the benefits of scale through the concentration of both companies’ managerial resources and expertise related to asset custody services, (ii) improving the stability and quality of operations, and (iii) contributing to the further growth of securities settlement market and investment chain in Japan. The integrated company will aim to become the top trust bank in Japan specializing in asset administration services that meet a wide variety of customer needs.

We will also continue to consider the possibility of consolidation between Mizuho Bank and Mizuho Trust & Banking.

In addition to the foregoing efforts, we will also proceed with the following efforts to respond to changes in the business environment such as tightening of regulations.

Upgrading Risk Appetite Framework

We have introduced a risk appetite framework, with the aim of enhancing corporate value through the integrated group-wide operation of business strategies, financial strategies and risk controls. We determine our resource allocation and profit plans in light of the types and the level of risk that we are required to take in realizing our strategy. We monitor operational status and take other necessary measures to balance risk versus return.

We have also established the “Action Guideline for Risk” for the purpose of promoting the values and principles that must be shared in confronting risk and raised the awareness of all officers and employees in this regard through training, etc. We will continuously strive to nurture a sound risk culture through these actions to enhance the effectiveness of our risk appetite framework.

Strengthening of Corporate Governance on a Group Basis

Each of our principal banking subsidiaries and Mizuho Securities changed its corporate governance system from “Company with Board of Company Auditors” structure to “Company with Audit and Supervisory Committee.”

Each of these subsidiaries aims to realize a higher level of supervision by the respective board of directors and swifter decision-making, in order to perform its roles more effectively under the group’s in-house company system. We will thereby continue to further enhance our corporate governance on a group basis.

Fulfillment of Fiduciary Duties

We have established policies, as well as action plans for each group company, for fulfilling fiduciary duties with respect to the asset management-related business in order to continue to be the customers’ most trusted financial services group as their long-term partner. In line with such policies and action plans, we will establish appropriate incentive frameworks for group companies and a corporate culture that encourages all employees and officers to constantly fulfill their fiduciary duties.

Disposing of Cross-shareholdings

As stated in the “Corporate Governance Report” that we filed with the Tokyo Stock Exchange, as a basic policy, we will not hold listed shares for strategic reasons “unless we consider these holdings to be meaningful.” We will continue to strive to dispose of cross-shareholdings in order to decrease the potential impact on our financial position due to fluctuations in stock prices and to be able to fully perform financial intermediary functions even in periods of stress.

Establishment of Strong Mizuho Brand

We aim to establish a strong brand by positioning the medium-term business plan as the action plan for the establishment of the Mizuho brand and by achieving our goal of becoming a “financial services consulting group.” While being the most trusted partner in solving problems and supporting the sustainable growth of customers and communities, as set out in the medium-term business plan, we will continue to improve the value of the Mizuho brand through initiatives, including those aimed at realizing effective brand communication.

Group Operations

Group Management Structure

We operate our group through five in-house companies, which determine and promote strategies group-wide across banking, trust, securities and other business areas according to the attributes of customers, and two units that support all of the in-house companies.

Retail & Business Banking Company

The Retail & Business Banking Company is in charge of the services for individual customers, small- and medium-sized enterprises and middle-market firms.

For individual customers, the Retail & Business Banking Company will strive to improve our capacity to provide consulting services, including asset management and asset succession, while working on the development and provision of convenient services by leveraging advanced technologies and forming alliances with other companies and institutions.

While fulfilling our fiduciary duties, to promote the change “from savings to investments” and in addition to the consulting services that combine banking, trust and securities functions, we offer our customers asset formation support that utilizes advanced technologies, such as AI-powered asset management advisory services and asset management support utilizing remote channels, etc. Accordingly, in conjunction with the expansion of the scope of personal defined contribution pension plans, called “iDeCo,” based on the amended Fixed Contribution Pension Law, we made efforts to introduce new plans to support customers and to strengthen financial education through seminars.

Furthermore, to support the smooth asset succession, we provide services such as inheritance distribution service and testamentary-trust that utilize trust function. We have also expanded our line of products such as family trusts and annual fund giving trusts.

With respect to the loan business, we have expanded our line of housing loan and card loan products and offer various products and services in response to each customer’s life stage, including the development of new internet-based services.

We also provide products/services to officers and employees of our corporate clients, such as opening account for payrolls, providing housing loans, management of retirement payments, etc.

In addition, in an effort to increase customer convenience, we have expanded our branch network throughout Japan (Mizuho Bank: 466; Mizuho Trust & Banking: 57; Mizuho Securities: 273; each as of March 31, 2017) and our ATM network (approximately 6,900 locations as of March 31, 2017, including ATMs shared with AEON Bank). We also have 165 of Mizuho Securities “Planet Booths,” which are located in the branches and offices of Mizuho Bank, and 20 of Mizuho Trust & Banking “Trust Lounges,” which are located in the branches and offices of Mizuho Bank, as of March 31, 2017.

We have also made efforts to enhance customer convenience by offering new services that utilize advanced scientific and digital technologies, as well as by enhancing the quality of our internet and smart phone services.

Further, we undertake the business related to lottery tickets, such as the sales of lottery tickets issued by prefectures and ordinance-designated cities.

For small- and medium-sized enterprises and middle-market firms, the Retail & Business Banking Company provides solutions with respect to both types of needs: management issues such as business development, and personal issues of customers who are business owners, such as asset inheritance and management, etc.

Starting from consulting services, we offer multi-layered solutions in response to the various development stages of our customers’ businesses through the combined strength of our banking, trust, securities, asset management and research and consulting functions, based on a customer-focused approach.

Specifically, we offer syndicated loans, advisory services related to overseas expansions, mergers and acquisitions-related services, and business matching services, depending on the customers’ business strategies, in addition to brokering financial products and expanding the customer base for trustee business for defined contribution pension plans, combining traditional financial services and advanced advisory services.

Furthermore, due to the aging of Japanese business owners, business succession and asset inheritance has become a matter of urgency. Using our succession and property know-how, we offer positive solutions for optimal and smooth business succession and asset inheritance, including the inheritance of business ownership and corporate stock as well as corporate reorganization, addressing both individual and corporate needs.

Moreover, we leverage our existing customer base to support the growth of innovative companies that show future promise by means of finance and other solutions.

In this manner, we aim to grow with our customers into a “financial services consulting company.”

Corporate & Institutional Company

The Corporate & Institutional Company engages in relationship management for our customers that are large corporations, financial institutions and public sector businesses in Japan.

For large corporate customers, based on our solid customer relationships and utilizing our global industry knowledge, we offer group-wide financial solutions that are tailored for each customer, such as syndicate loans, bonds and M&A advisory, etc., on a global basis to meet their needs in fund-raising, investment, management and financial strategies.

Mizuho Bank and Mizuho Securities have introduced the dual-hat structure in several offices in Japan. They collaborate to provide our customers with solutions based on their capital management, business strategy and financial strategy on a global basis.

Mizuho Bank and Mizuho Trust & Banking together provide solutions related to real estate, where we have a leading track record in the industry in Japan. They also work together in the areas of pension, asset securitization, securities management, stock transfer agent, consulting, etc., in response to our customers’ diversified needs for investment and asset optimization.

We are also strengthening business structures across the group by increasing personnel and reframing the business structure of Mizuho Securities, as well as strengthening the consulting functions of Mizuho Trust & Banking.

Further, we are proactively providing risk money to develop next-generation industries and growth industries.

For financial institutions, we offer advisory services and solutions, such as advice on financial strategy and proposals on various investment products, by concentrating our various financial expertise from each group company to meet the increasingly sophisticated and diversified needs of customers.

For public sector customers, as a leading bank with a wealth of experience and a solid track record, we provide optimal financial services group-wide that include funding support as a trustee and underwriter of public bonds and services as a designated financial institution. In addition, in the field of revitalizing rural regions in Japan, an important matter to the Japanese economy, we engage in Public Private Partnerships/Private Finance Initiatives (PPP and PFI) projects in collaboration with regional financial institutions, national and regional government entities and their affiliates.

Through these endeavors, we aim to be our customers’ most trusted partner.

Global Corporate Company

The Global Corporate Company works with non-Japanese companies and Japanese companies operating outside Japan.

For our Japanese corporate customers, we provide unified support both in and outside Japan to help them expand their overseas operations. We offer highly specialized services that use our advanced financial technologies and expertise. Particularly in the Asia region, we support Japanese corporate customers developing new markets by offering advisory and other services.

We are also expanding business with non-Japanese corporate customers, including U.S. and European global companies developing business in Asia as well as Asian multinational enterprises expanding within Asia, through our global network. With respect to our non-Japanese corporate customers, we are proceeding with our strategy of focusing on blue-chip customers. Taking the characteristics of each industry sector into consideration, we take a focused approach based on our know-how and knowledge of the business and financial perspectives, and through a close relationship with top management, we aim to construct long-term relationships with customers and achieve sustained growth together with them. Our market presence within the United States continues to grow, including in the area of investment-grade corporate debt underwriting, based on our sector-based approach and the enhanced sophistication in the collaboration between our banking and securities functions.

Meanwhile, we are enhancing our support to clients by expanding our overseas office network and strengthening our business support framework for our customers outside Japan. We have recently opened Mizuho Bank Mexico in Mexico and the Phnom Penh Branch in Cambodia.

We are also working with government-affiliated institutions and financial institutions of various countries, forming business alliances as necessary, to provide up-to-date local information and other entry support to our customers interested in starting business in new markets. We are enhancing our service framework to address the diverse needs of customers, who also need post-entry support.

As we see major changes in the global economy and the regulatory framework, we aim to achieve sustainable growth by improving our business portfolio, promoting cross-selling and strengthening our business and management base.

Global Markets Company

In addition to asset liability management and investment business with respect to bonds and equities, the Global Markets Company provides sales and trading business to meet the risk hedging and investment needs of a wide range of customers, from individuals to institutional investors, by offering a comprehensive range of market-related products.

With respect to the sales and trading business, through a management structure based on customer segments, we offer detailed products and services to meet the diverse needs of our customers and support their global business by integrating our banking, trust and securities functions and utilizing our global network.

Specifically, we are strengthening our contact with customers at branches for our customers that are small and medium-sized enterprises and middle market firms, and we are providing ideas that reflect market perspectives for transactions involving large corporations and financial institutions. For investors such as hedge funds and asset managers, we use our comprehensive strength in the banking and securities to provide products that meet our customers’ needs.

In addition, with respect to asset liability management and investment business, we combine our early warning control and diversified investments to manage market fluctuations so that our portfolio is more sound and stable.

The Global Markets Company is aiming to become a top-class Asian player in the global market by utilizing its capacity to offer a wide range of products based on the collaboration among the banking, trust and securities functions.

Asset Management Company

The Asset Management Company works with our banking, trust and securities functions as well as Asset Management One, one of the largest asset management companies in Japan and Asia, to meet the needs of a wide range of customers, from individuals to institutional investors, by providing products and services while fulfilling its fiduciary duties.

For individual customers, we offer investment products to contribute to their medium- to long-term asset formation.

For institutional investors such as pension funds, we offer consulting functions to meet their diversified and sophisticated asset management needs.

We offer our customers investment products that are most suited to them through Mizuho Alternative Investments, our New York-based hedge fund manager, Mizuho Global Alternative Investments, our Tokyo-based financial gatekeeper, Eurekahedge, our Singapore-based hedge fund database provider and researcher, and Matthews Asia, an independent, privately owned firm and the largest dedicated Asia investment specialist in the U.S.

In addition, we develop global financial products by collaborating with BlackRock, Inc. and arrange and offer products related to private equity and infrastructure funds by collaborating with Partner Group AG.

The Asset Management Company aims to contribute to the revitalization of domestic financial assets through the foregoing approaches.

Global Products Unit

The Global Products Unit cooperates with each of the in-house companies in providing solutions to customers, such as advice on business and financial strategies, financing support, domestic and foreign exchange and settlement, by making full use of its expertise.

In the investment banking business we provide sophisticated financial solutions mainly in the business areas of mergers and acquisitions, real estate, asset finance, project finance and corporate finance.

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

In the real estate business, by taking full advantage of our knowledge and skills developed through the various deals we have arranged over the years and in collaboration with our group companies, we offer various real estate-backed financing methods and real estate-related investment strategies.

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

In the project finance business, we provide various financial products and services such as long-term loan facilities for large-scale mining, power generation, infrastructure and renewable energy-related projects and arrangement of PFI/PPP deals for financing transportation and other types of public infrastructure. In addition, we offer investment opportunities to institutional investors through our managed infrastructure debt funds.

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

In the transaction business we provide solutions related to domestic exchange settlement, foreign exchange, cash management, trade finance, yen correspondence settlement and yen securities custody, global custody, asset management and stock transfer agent services.

For our corporate customers, we offer various financial services and products such as online banking, cash management solutions, Renminbi-denominated services and trade finance on a global basis.

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

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

The Global Products Unit aims to support the group-wide goal of becoming a “financial services consulting group” by building a solid products platform.

Research & Consulting Unit

The Research & Consulting Unit, as the fifth pillar for achieving the aim of the mid- term business plan, to become a “financial services consulting group,” launched “One Think Tank” in April 2016, which combines our research with consulting functions.

In the research field, we conduct deep investigations and analyses widely ranging from macro-economics to industry and business trends, and we also offer public policy advice based on such investigations and analyses.

In the consulting field, we also offer a wide range of functions to help solve various issues that companies face, including those regarding management/financial strategy, business/asset succession and IT systems, as well as the social issues of the public sector, including the environment, energy, infrastructure and health care.

Research and consulting functions of the unit endeavor to meet the rising expectations of our customers as uncertainties arise amid the global economy, the financial markets and the social environment. To meet further client needs, we focus on the following four points:

1) “ to Advance Utility Functions” through collaboration among our in-house companies to address increasingly complicated business issues for clients

2) “ to Enhance ‘One Think Tank’ brand value” through proactively promoting our advanced knowledge/know-how.

3) “ to Advance Global Solutions to our clients” in the midst of rising uncertainty in the global business environment.

4) “ to Promote the Market-in Approach” from the viewpoint of “Client first.”

In addition to the points above, we aim to be the best team of experts, the “No. 1 Think Tank” in Japan, by leveraging digital technologies to offer useful solutions based on our leading-edge and experienced knowledge/ know-how regarding wide-ranging business issues in order to support our clients’ growth.

Competition

We engage in banking, trust banking, securities and other businesses related to financial services and face strong competition in all of those areas of businesses partly due to deregulation of the Japanese financial industry.

Our major competitors in Japan include:

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

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

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Securities companies and investment banks: These include both domestic securities companies and the Japanese affiliates of global investment banks.

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Government financial institutions: These include Japan Finance Corporation, Japan Post Bank, Development Bank of Japan and Japan Bank for International Cooperation.

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Non-bank finance companies: These include credit card issuers, installment shopping credit companies and other non-bank finance companies.

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Asset management companies.

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Other financial services providers: We also compete with financial services providers that utilize “FinTech.”

In global markets, we face competition with other commercial banks and other financial institutions, particularly major global banks and the leading local banks in those financial markets outside Japan in which we conduct business.

Japanese Banking and Securities Industry

Private banking institutions in Japan are normally classified into two categories (the following numbers are based on information published by the Financial Services Agency, available as of June 27, 2017): (i) ordinary banks, of which there were 124, 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 and subsidiaries of Japanese financial institutions.

Ordinary banks consist mainly of city banks and regional banks. City banks, including Mizuho Bank, are based in large cities, operate domestically on a nation-wide scale through networks of branch offices and have strong 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 based in one of the prefectures of Japan and are generally much smaller in terms of total assets than city banks. In recent years, as a consequence of changes in the business environment, the number of regional banks that integrate their businesses with other regional banks is increasing. 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 these types 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.

Based on information published by the Financial Services Agency, available as of June 27, 2017, there were 53 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 private banking 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 Finance Corporation, which mainly provides financing for small and medium-sized enterprises and those engaged in agriculture, 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, which mainly 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 the securitization of such loans.

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, and their 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 was transferred to Japan Post, a government-owned entity established in the same year, and in 2007, Japan Post was transformed into a government-owned joint stock corporation holding four operating companies including Japan Post Bank, which currently operates as an ordinary bank. In November 2015, the shares of three main companies of the Japan Post group were listed on the Tokyo Stock Exchange, with Japan Post Holdings disposing of approximately 11% of its ownership in the two subsidiaries, while the Japanese government disposed of approximately 11% of its ownership in Japan Post Holdings. Japan Post Holdings plans to initially dispose of its two subsidiaries shares gradually down to approximately 50% ownership.

In 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 this market through their subsidiaries. In addition, foreign financial institutions have been active in this market.

Supervision and Regulation

Japan

Pursuant to the Banking Act (Ginkou Hou) (Act No. 59 of 1981, as amended), the Prime Minister of Japan has authority to supervise banks in Japan and delegates certain supervisory control over banks in Japan to the Commissioner of the Financial Services Agency. The Bank of Japan also has supervisory authority over banks in Japan, 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 by government 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 the Commissioner of the Financial Services Agency and to support the Prime Minister.

Under the Banking Act, the Prime Minister’s authority over banks and bank holding companies in Japan extends to various areas, including granting and cancellation of licenses, ordering the suspension of business in whole 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 the case of failure to meet the minimum capital adequacy ratio of banks, their subsidiaries and companies having special relationships prescribed by the cabinet order. See “Capital Adequacy” below. These actions include requiring a financial institution to formulate and implement reform measures, requiring it to reduce assets or take other specific actions and issuing an order to suspend all or part of its business operations.

In addition, under the capital distribution constraints system introduced in March 2016, the Financial Services Agency, acting on behalf of the Prime Minister, may order a bank holding company or bank to submit and carry out a capital distribution constraints plan. See “Capital Adequacy” below. The capital distribution constraints plan is required to be considered reasonable to restore the capital buffer and include restrictions on capital distributions, such as dividends, share buybacks and bonuses payments, up to a certain amount as determined depending on the level of the capital buffer.

Under the prompt warning system introduced in December 2002, the Financial Services Agency may take precautionary measures to maintain and promote the sound operations of financial institutions, even before those financial 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 Japan

The Bank of Japan is Japan’s central bank and serves as the principal instrument for the execution of Japan’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 of Japan. Moreover, most banks in Japan maintain current accounts under agreements with the Bank of Japan pursuant 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 and other financial institutions, thereby contributing to the maintenance of an orderly financial system, whereas the supervisory practices of the Prime Minister or the Commissioner of the Financial Services Agency are intended to maintain the sound operations of banks and promote the security of depositors.

Examination of Banks

The Banking Act authorizes the Prime Minister to inspect banks and bank holding companies in Japan at any time. By evaluating banks’ systems of self-assessment, auditing their accounts and reviewing their compliance 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, the Financial Services Agency takes the “better regulation” approach in its financial regulation and supervision. This consists 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 and placing greater emphasis on providing them with incentives; and improving the transparency and predictability of regulatory actions, in pursuit of improvement of the quality of financial regulation and supervision. In addition to individual 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 of Japan 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 their financial instruments business activities in accordance with the Financial Instruments and Exchange Act of Japan (Kinyu Shouhin Torihiki Hou) (Act No. 25 of 1948, as amended).

Examination and Reporting Applicable to Shareholders

Under the Banking Act, a person who intends to hold 20% (in certain exceptional cases, 15%) or more of the voting rights of a bank is required to obtain prior approval of the Commissioner of the Financial Services Agency. In addition, the Financial Services Agency may request reports or submission of materials from, or inspect, any principal shareholder who holds 20% (in certain exceptional cases, 15%) or more of the voting rights of a bank, if necessary in order to secure the sound and appropriate operation of the business of such bank. Under limited circumstances, the Financial Services Agency may order such principal shareholder to take such measures as the Financial Services Agency deems necessary.

Furthermore, under the Banking Act, any person who becomes a holder of more than 5% of the voting rights of a bank holding company or bank must report its ownership of voting rights to the director of the relevant local finance bureau within five business days. In addition, a similar report must be made in respect of any subsequent change of 1% or more in any previously reported holding or any change in material matters set forth in reports previously filed, with some exceptions.

Deposit Insurance System

Under the Deposit Insurance Act (Yokin Hoken Hou) (Act No. 34 of 1971, as amended), depositors are protected through the Deposit Insurance Corporation in cases where financial institutions fail to meet their obligations. The Deposit Insurance Corporation is supervised by the Prime Minister and the Minister of Finance. Subject to limited exceptions, the Prime Minister’s authority is entrusted to the Commissioner of the Financial Services Agency.

The Deposit Insurance Corporation receives annual insurance premiums from insured banks. The effective premium rate from April 2017, which is the weighted average of the rates for deposits that bear no interest, are redeemable upon demand and are used by depositors primarily for payment and settlement purposes, and for other deposits, is 0.037%.

The insurance money may be paid out in case of a suspension of deposit repayments, banking license revocation, dissolution or bankruptcy of the bank. Pay outs are generally limited to a maximum of ¥10 million of principal 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 are protected in full.

Participation in the deposit insurance system is compulsory for city banks (including Mizuho Bank), regional banks, trust banks (including Mizuho Trust & Banking), credit associations and co-operatives, labor banks and other financial institutions.

Governmental Measures to Treat Troubled Institutions

Under the Deposit Insurance Act, a Financial Reorganization Administrator can be appointed by the Prime Minister if the bank is unable to fully perform its obligations with its assets or may suspend or has suspended repayment of deposits. The Financial Reorganization Administrator will take control of and dispose of the assets of the bank and search for another institution willing to take over its business. Its business 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 these types of institutions, and the bridge bank will seek to transfer 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 business 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 loans, or loss sharing.

Where the Prime Minister recognizes that the failure of a bank which falls into any of (i) through (iii) below may cause an extremely grave problem in maintaining the financial order in Japan or the region where such bank is operating (“systemic risk”), without taking any of the measures described in (i) through (iii) below, the Prime Minister may confirm (nintei) to take any of the following measures, after the deliberation at the Financial Crisis Management Meeting: (i) if the bank does not fall into either of the banks described in (ii) or (iii), the Deposit Insurance Corporation may subscribe for shares or subordinated bonds of, or lend subordinated loans to the bank, or subscribe for shares of the bank holding company of the bank, in order to enhance capital adequacy of the bank (item 1 measures (dai ichigo sochi)); (ii) if the bank is likely to 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 (item 2 measures (dai nigo sochi)); and (iii) if the bank is likely to 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 (item 3 measures (dai sango sochi)). The expenses for implementation of the above measures will be borne by the bank industry, with an exception under which the Government of Japan may provide partial subsidies for such expenses.

New orderly and effective resolution regimes for financial institutions have been discussed internationally and “Key Attributes of Effective Resolution Regimes for Financial Institutions” was published by the Financial Stability Board in November 2011 and endorsed by the G20 leaders at the Cannes summit held in November 2011. Reflecting this global trend, pursuant to certain amendments to the Deposit Insurance Act that were promulgated in June 2013 and became effective on March 6, 2014, a new resolution regime was introduced in Japan.

Under the new resolution regime stipulated in the amendments to the Deposit Insurance Act and implementing ordinances thereunder, which became effective on March 6, 2014, financial institutions, including banks, insurance companies and securities companies and their holding companies, are subject to the regime.

Further, under the new resolution regime, among other things, where the Prime Minister recognizes that the failure of a financial institution which falls into either (a) or (b) below may cause significant disruption in 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) stipulated in Article 126-2, Paragraph 1, Item 1 of the Deposit Insurance Act or the measures described in (b) (specified item 2 measures)(tokutei dai nigo sochi) stipulated in Article 126-2, Paragraph 1, Item 2 of the Deposit Insurance Act, the Prime Minister may confirm (specified confirmation)(tokutei nintei) to take any of the following measures, after the deliberation at the Financial Crisis Management Meeting; (a) if the financial institution does not fall into a financial institution which is unable to fully perform its obligations with its assets, the Deposit Insurance Corporation shall supervise the operation of the business of and the management and disposal of assets of that financial institution (tokubetsu kanshi), and may provide it with loans or guarantees necessary to avoid the risk of significant disruption in the financial systems in Japan (shikin no kashitsuke tou), or subscribe for shares or subordinated bonds of, or lend subordinated loans to the financial institutions (tokutei kabushiki tou no hikiuke tou) , 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 or other reorganization in respect to such failed financial institution (tokutei shikin enjo). The expenses for implementation of the measures under this regime will be borne by the financial industry, with an exception under which the Government of Japan may provide partial subsidies for such expenses. If a measure set out in (b) above is determined to be taken with respect to a financial institution, the Prime Minister may order that the financial institution’s operation and assets be under the special control (tokutei kanri) of the Deposit Insurance Corporation. The business or liabilities of the financial institution subject to the special supervision (tokubetsu kanshi) or special control (tokutei kanri) by the Deposit Insurance Corporation as set forth above may also be transferred to a “bridge bank” established by the Deposit Insurance Corporation for the purpose of 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 (b) above 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.

If the Deposit Insurance Corporation has provided such financial assistance, the Prime Minister may designate the movable assets and claims of the failed financial institution as not subject to attachment under Article 126-16 of the Deposit Insurance Act, and such merger, business transfer, corporate split or other reorganization may be conducted outside of the court-administrated insolvency proceedings.

If the financial institution subject to the special supervision or the special control by the Deposit Insurance Corporation as set forth above is or is likely to be unable to fully perform its obligations with its assets or has suspended or is likely to suspend repayment of its obligations, the financial institution may transfer all or a material portion of its business or all or a portion of shares of its subsidiaries or implement corporate split or

certain other corporate actions with court permission in lieu of any shareholder resolutions under Article 126-13 of the Deposit Insurance Act which permission may be granted by the court in accordance with the Deposit Insurance Act if (i) the financial institution is under special supervision by, or under special control of, the Deposit Insurance Corporation pursuant to the Deposit Insurance Act and (ii) the financial institution is, or is likely to be, unable to fully perform its obligations with its assets, or the financial institution has suspended, or is likely to suspend, repayment of its obligations. In addition, the Deposit Insurance Corporation must request other financial institution creditors of the failed financial institution to refrain from exercising their rights against the failed financial institution until measures necessary to avoid the risk of significant disruption to the financial system in Japan have been taken, if it is recognized that such exercise of their rights is likely to make it difficult to conduct an orderly resolution of the failed financial institution.

According to the announcement made by the Financial Services Agency in March 2014, (i) Additional Tier 1 instruments and Tier 2 instruments under Basel III issued by a bank must be written down or converted into common shares when the Prime Minister confirms that item 2 measures (dai nigo sochi), item 3 measures (dai sango sochi) or specified item 2 measures (tokutei dai nigo sochi) need to be applied to the bank, and (ii) Additional Tier 1 instruments and Tier 2 instruments under Basel III issued by a bank holding company must be written down or converted into common shares when the Prime Minister confirms that specified item 2 measures (tokutei dai nigo sochi) need to be applied to the bank holding company.

Recovery and Resolution Plan

In November 2016, the Financial Stability Board published the latest list of G-SIBs. The list is annually updated by the Financial Stability Board each November, and the list as of November 2016 includes us. A recovery and resolution plan must be put in place for each G-SIB 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-SIBs must prepare and submit a recovery plan, which includes the triggers to implement the recovery plan and an analysis of recovery options, to the Financial Services Agency, and the Financial Services Agency must prepare a resolution plan for each G-SIB.

Capital Injection by the Government

The Strengthening Financial Functions Act (Kinyu Kinou no Kyouka no tame no Tokubetsu Sochi ni kansuru Houritsu) (Act No. 128 of 2004) was enacted on June 18, 2004 in order to establish a scheme of public money injection into financial institutions and thereby enhance the soundness of such financial institutions on or prior to March 31, 2008 and revitalize economic activities in the regions where they do business. On December 17, 2008, certain amendments to the Strengthening Financial Functions Act took effect. These amendments relaxed certain requirements for public money injection into Japanese banks and bank holding companies and other financial institutions under the prior scheme and extended the period of application therefor, which had expired on March 31, 2008, to March 31, 2012. These amendments aim to promote not only the soundness of such financial institutions but also the extension of loans or other forms of credit to small and medium-sized enterprises in order to revitalize local economies. In response to the Great East Japan Earthquake, the law was amended in June 2011 to extend the period for application to March 31, 2017 and to include special exceptions for disaster-affected financial institutions. In 2016, the law was further amended to extend the period for application to March 31, 2022. None of the financial institutions within the Mizuho group are subject to such special exceptions.

Bank Holding Companies

Under the amendments to the Banking Act, which became effective from April 2017, a bank holding company is required to administrate the businesses of the bank holding company group and is, in principle, prohibited from carrying out businesses other than administrating such businesses and matters incidental to such businesses; however, a bank holding company may, with prior approval of the Prime Minister, carry out certain common operations of its group companies so as to improve the efficiency of their operations. Business activities for subsidiaries of bank holding companies are limited to finance-related businesses and incidental businesses.

The Anti-Monopoly Act (Shiteki Dokusen no Kinshi oyobi Kousei Torihiki no Kakuho ni kansuru Houritsu) (Act No. 54 of 1947, as amended) prohibits a bank from holding more than 5% of another company’s voting rights. This does not apply to a bank holding company, although the bank holding company is subject to general shareholding restrictions under the Anti-Monopoly Act. The Banking Act does, however, in principle, prohibit a bank holding company and its subsidiaries, on an aggregate basis, from holding more than 15% (in contrast to 5% in the case of a bank and its subsidiaries) of the voting rights of certain types of companies not permitted to become subsidiaries of bank holding companies. Despite the foregoing shareholding restrictions, under the amendments to the Banking Act, which became effective from April 2017, bank holding companies and banks, with prior approval of the Prime Minister, can acquire and own voting rights of companies whose businesses contribute or are expected to contribute to the increased sophistication of the banking business or the enhancement of customer convenience by utilizing information and communication technology that exceed the threshold of the voting rights described above.

Financial Instruments and Exchange Act

The Financial Instruments and Exchange Act (Kinyu Shouhin Torihiki Hou) requires Mizuho Financial Group to file with the Director General of the Kanto Local Finance Bureau an annual securities report including consolidated and non-consolidated financial statements in respect of each financial period, supplemented by quarterly and extraordinary reports.

Under the Financial Instruments and Exchange Act, registered Financial Instruments Business Operators (kinyu-shouhin torihiki gyousha), such as Mizuho Securities, as well as Registered Financial Institutions (touroku kinyu kikan), such as Mizuho Bank and Mizuho Trust & Banking, are required to provide customers with detailed disclosure regarding the financial products they offer and take other measures to protect investors, including a delivery of explanatory documents to such customers prior to and upon the conclusion of transactional agreements.

Financial Instrument Business Operators and Registered Financial Institutions are subject to the supervision of 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 Surveillance Commission, 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 such inspection may result in such registrants being subject to criminal penalty under the Financial Instruments and Exchange Act.

Certain amendments to the Financial Instruments and Exchange Act and the Banking Act, which came into 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 to establish systems for managing conflicts of interest in order to protect customers’ interests and expanded the types 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 complicated products, can now be more freely marketed to customers. In response to this, the Act of Sales of Financial Products (Kinyu Shouhin no Hanbai tou ni kansuru Houritsu) (Act No. 101 of 2000, as amended), effective from April 2001, introduced measures to protect financial service customers by: requiring financial service providers to provide customers with certain important information, including risks with respect to deficit of principal associated with the financial products they offer and any restrictions on the period for exercising rights or the period for rescission, unless the customers fall within the ambit of professional investors or express their intent to the contrary; and holding financial service providers liable for damages caused by a failure to follow those requirements. 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 to endeavor to solicit customers in an appropriate manner and formulate and publicize a solicitation policy.

Self-Assessment and Reserves

The prompt corrective action system requires financial institutions to establish a self-assessment program that complies with the Inspection Manual issued by the Financial Services Agency and related laws such as the Financial Reconstruction Act (Kinyu Kinou no Saisei no tameno Kinkyu Sochi ni kansuru Houritsu) (Act No. 132 of 1998, as amended). Financial institutions are required to analyze their assets, giving due consideration to accounting principles and other applicable rules and to classify their assets into four categories according to asset recovery risk and risk of impairment based on the classification of the obligor (normal obligors, watch obligors, intensive control obligors, substantially bankrupt obligors and bankrupt obligors) taking into account the likelihood of repayment and the risk of impairment to the value of the assets. The 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 Manual issued 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 Act restricts the aggregate amount of exposure to any single customer or customer group for the purposes of avoiding excessive concentration of credit risks and promoting the fair and extensive utilization of bank credit. The limits applicable to a bank holding company and bank with respect to their aggregate exposure to any single customer or customer group are established by the Banking Act and regulations thereunder. The Banking Act and the related regulations were amended, which became effective from December 2014, to tighten the previous restrictions to meet international standards. As a result of these amendments, the current credit limit for a single customer or a customer group is 25% of the total qualifying capital, with certain adjustments, of the bank holding company or bank and its subsidiaries and affiliates.

Restriction on Shareholdings

The Act Concerning Restriction on Shareholdings by Banks (Ginkou tou no Kabushiki tou no Hoyu no Seigen tou ni kansuru Houritsu) (Act No. 131 of 2001, as amended) requires Japanese banks (including bank holding 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 purchase shares from banks and other financial institutions until September 30, 2006 pursuant to the Act Concerning Restriction on Shareholdings by Banks. The Bank’s Shareholdings Purchase Corporation is allowed to resume purchases of shares held by financial institutions as well as shares of financial institutions held by non-financial institutions, up to a maximum amount of ¥20 trillion between March 12, 2009 and March 31, 2022. The Bank’s Shareholdings Purchase Corporation purchased ¥1,305.3 billion of shares during the period from March 12, 2009 through March 31, 2017. The Bank’s Shareholdings Purchase Corporation will dispose of the purchased shares by March 31, 2032 by taking into consideration the effects on the stock market.

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 the purchased shares until March 31, 2016. The Bank of Japan will dispose of the purchased shares by March 31, 2026 by taking into consideration the effects on the stock market.

Capital Adequacy

In December 2010, the Basel Committee on Banking Supervision issued its Basel III rules text, which builds on the International Convergence of Capital Measurement and Capital Standards document (“Basel II”), to strengthen the regulation, supervision, and risk management of the banking sector. Basel III text presents the details of global regulatory standards on bank capital adequacy and liquidity. 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 down in periods of stress, and the introduction of two global liquidity standards. For further information of the leverage ratio and the two global liquidity standards, see “Leverage Ratio” and “Liquidity” below, respectively.

The Financial Services Agency’s revisions to its capital adequacy guidelines became effective from March 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 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. Within the minimum capital adequacy ratio, the Common Equity Tier 1 capital requirement is 4.5% and the Tier 1 capital requirement is 6.0%.

Japanese banks with only domestic operations and bank holding companies the subsidiaries of which operate only within Japan are subject to the revised capital adequacy guidelines that have been applied from March 31, 2014, and those banks and bank holding companies are required to have a minimum Core Capital ratio of 4%. However, those banks and bank holding companies that apply the internal rating based approach are required to have a minimum Common Equity Tier 1 ratio of 4.5% on both a consolidated and non-consolidated basis, calculated on the assumption that the banks and bank holding companies are those with international operations.

Under the revised capital adequacy guidelines based on the Basel III rules that have been applied to banks and bank holding companies each with international operations from March 31, 2013, there are regulatory adjustments such as goodwill and other intangibles, deferred tax assets, investments in the capital of banking, financial and insurance entities etc. shall be deducted under certain conditions for the purpose of calculating capital adequacy ratios, and the requirements of regulatory adjustments were enhanced under the revised capital adequacy guidelines. For example, under the capital adequacy guidelines prior to the revision thereto under the Basel III rules, the maximum amount of net deferred tax assets under Japanese GAAP that major Japanese banks, including bank holding companies, could record without diminishing the amount of Tier 1 capital for purposes of calculating capital adequacy ratio was 20% of Tier 1 capital. Under the revised capital adequacy guidelines based on the Basel III rules, deferred tax assets that arise from temporary differences will be recognized as part of Common Equity Tier 1 capital, with recognition capped at 10% of Common Equity Tier 1 capital under certain conditions, while other deferred tax assets, such as those relating to net loss carryforwards, will be deducted in full from Common Equity Tier 1 capital net of deferred tax liabilities. These regulatory adjustments based on the Basel III rules began 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%.

In November 2015, the Financial Services Agency published revised capital adequacy guidelines and related ordinances to introduce the capital buffer requirements under the Basel III rules for Japanese banks and bank

holding companies with international operations, which include the capital conservation buffer, the countercyclical buffer and the additional loss absorbency requirements for G-SIBs and domestic systemically important banks (“D-SIBs”). These guidelines have become effective on March 31, 2016. The capital conservation buffer, the countercyclical capital buffer and the additional loss absorption capacity requirement for G-SIBs and D-SIBs must be met with Common Equity Tier 1 capital under the revised guidelines, and if such buffer requirements are not satisfied, a capital distribution constraints plan is required to be submitted to the Financial Services Agency and carried out. The capital conservation buffer is being phased in starting in March 2016 at 0.625% until becoming fully effective in March 2019 at 2.5%. In addition, subject to national discretion by the respective regulatory authorities, if the relevant national authority judges a period of excess credit growth to be leading to the build-up of system-wide risk, a countercyclical capital buffer ranging from 0% to 2.5% would also be imposed on banking organizations. The countercyclical capital buffer is a weighted average of the buffers deployed across all the jurisdictions to which the banking organization has credit exposures. Further, we were designated as both a G-SIB and D-SIB, and the additional loss absorption capacity requirement applied to us was 1.0%. The additional loss absorption capacity requirement was the same as that imposed by the Financial Stability Board, which is being phased in starting in March 2016 at 0.25% until becoming fully effective in March 2019 at 1.0%.

Under the capital adequacy guidelines, banks and bank holding companies each with international operations are required to measure and apply capital charges with respect to their credit risks, market risks and operational risks.

Under the guidelines, banks and bank holding companies have several choices for the methodologies to calculate 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 Group started 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.

As part of its ongoing review of the calculation of risk-weighted assets, in December 2014, the Basel Committee on Banking Supervision (“BCBS”) published two consultative documents on revisions to the standardized approach for credit risk (later revised in December 2015) and on the design of a capital floor framework based on the standardized, non-internal modeled approach. The revised proposals are part of a range of policy and supervisory measures that aim to enhance reliability and comparability of risk-weighted capital ratios across banks. The proposal on the revisions to the standardized approach includes, among other things, to decrease mechanistic reliance on external credit rating agencies by introducing grade classification and due diligence requirements to the determination of risk weights. The proposal on the capital floor framework seeks to replace the current transitional capital floor based on the Basel I standard with a capital floor based on the revised standardized approach, which is currently under review as described above. Furthermore, in March 2016, the BCBS published a consultative document on the reduction of variation in credit risk-weighted assets. The document presented proposals which would remove the option to use the internal-ratings based approaches for credit risk for certain exposures, adopt exposure level and model-parameter floors for portfolios where the internal-ratings based approaches remain available, and provide greater specification of parameter estimation practices for portfolios where the internal-ratings based approaches remain available. The various proposals are intended to be complementary to one another, with the goal of reducing excessive variability in risk-weighted assets across banks. The schedule of implementation of the various proposals has not been stated explicitly.

For further information regarding capital adequacy, see “Item 5. Operating and Financial Review and Prospects—Capital Adequacy—Regulatory Capital Requirements.”

Leverage Ratio

The leverage ratio framework is critical and complementary to the risk-based capital framework that will help ensure broad and adequate capture of both on- and off-balance sheet sources of banks’ leverage. This

simple, non-risk-based measure will restrict the build-up of excessive leverage in the banking sector to avoid destabilizing deleveraging processes that can damage the broader financial system and the economy. In April 2016, the BCBS released a consultative document regarding proposed revisions to the design and calibration of the Basel III leverage ratio framework including an additional leverage ratio requirement applicable to G-SIBs. Any final adjustments to the definition and calibration of the leverage ratio will be made by the BCBS by 2017, with a view to migrate to a Pillar 1 (minimum capital requirements) treatment on January 1, 2018, based on appropriate review and calibration.

For further information regarding the leverage ratio, see “Item 5. Operating and Financial Review and Prospects—Capital Adequacy—Regulatory Capital Requirements.”

Liquidity

Two minimum standards for funding liquidity will be introduced. The liquidity coverage ratio (“LCR”) is intended 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 Supervision agreed on a revised LCR standard on January 6, 2013, and the BCBS issued the text of the revised LCR standard on January 7, 2013. The LCR guidelines of the Financial Services Agency, which reflect the rules in such text, have been applied to banks and bank holding companies with international operations from March 31, 2015, under the LCR guidelines, LCR is defined as the ratio obtained by dividing the sum of the amounts of High-Quality liquid assets by the amount of net cash outflows, each as defined in and calculated pursuant to such guidelines. In accordance with the LCR standard under the LCR guidelines, the stock of unencumbered HQLA is to constitute “level 1” assets, which include cash, central bank reserves and certain marketable securities backed 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 are subject to certain haircuts based on types of securities and credit ratings. The minimum LCR under the LCR guidelines is 100% on both a consolidated and non-consolidated basis for banks with international operations or on a consolidated basis for bank holding companies with international operations. LCR is subject to phase-in arrangements pursuant to which the LCR rises in equal annual steps of 10 percentage points to reach 100% on January 1, 2019, with a minimum requirement of 80% during the period from January 1 to December 31, 2017. The BCBS issued final requirements for LCR-related disclosures on January 12, 2014, and the LCR disclosure guidelines of the Financial Services Agency, which reflect such requirements, have been applied to banks and bank holding companies with international operations from June 30, 2015. The LCR disclosure guidelines require such banks and bank holding companies to disclose their LCR in common templates starting from information as of June 30, 2015.

The net stable funding ratio (“NSFR”) requires a minimum amount of stable sources of funding at a bank relative to the liquidity profiles of the assets, as well as the potential for contingent liquidity needs arising from off-balance sheet commitments, over a one-year horizon. The BCBS finalized the NSFR framework in October 2014, and the NSFR is scheduled to be introduced as a minimum standard by the Financial Services Agency.

Total Loss Absorbing Capacity

Related to regulatory capital requirements, in November 2015, the FSB issued the final TLAC standard for G-SIBs. The TLAC standard has been designed so that failing G-SIBs will have sufficient loss-absorbing and recapitalization capacity available in resolution for authorities to implement an orderly resolution. G-SIBs will be required to meet the TLAC requirement alongside the minimum regulatory requirements set out in the Basel III framework. Specifically, G-SIBs will be required to meet a Minimum TLAC requirement of at least 16% of the

resolution group’s risk-weighted assets as from January 1, 2019 and at least 18% as from January 1, 2022. Minimum TLAC must also be at least 6% of the Basel III leverage ratio denominator from January 1, 2019, and at least 6.75% from January 1, 2022.

Following the publication of the final TLAC standards for G-SIBs by the FSB, in April 2016, the Financial Services Agency published an explanatory paper outlining its approach for the introduction of the TLAC framework in Japan. According to the Financial Services Agency’s approach, which is subject to change based on future international discussions, the preferred resolution strategy for G-SIBs in Japan is Single Point of Entry (“SPE”), resolution, in which resolution powers are applied to the top of a group by a single national resolution authority, although the actual measures to be taken will be determined on a case-by-case basis considering the actual condition of the relevant Japanese G-SIB in crisis. To implement this SPE resolution strategy effectively, the Financial Services Agency plans to require bank holding companies of Japanese G-SIBs, which will be the resolution entities, to (i) meet the minimum external TLAC requirements provided under the FSB’s TLAC standard, and (ii) cause their material subsidiaries that are designated as systemically important by the Financial Services Agency, including but not limited to certain material sub-groups as provided in the FSB’s TLAC standard, to maintain a certain level of capital and debt recognized by the Financial Services Agency as having loss-absorbing and recapitalization capacity, or Internal TLAC. In addition, under the approach, Japanese G-SIBs would be allowed to count the Japanese Deposit Insurance Fund Reserves in an amount equivalent to 2.5% of their consolidated risk-weighted assets from 2019 and 3.5% of their consolidated risk-weighted assets from 2022 as their external TLAC.

Protection of Personal Information

The Personal Information Protection Act (Kojin Jouhou no Hogo ni kansuru Houritsu) (Act No. 57 of 2003, as amended) and related guidelines impose various requirements on businesses, including us, that use databases containing personal information, such as appropriate custody of such information and restrictions on information sharing with third parties. Non-compliance with the order issued by the Personal Information Protection Commission to take necessary measures to comply with the law will subject us to criminal and/or administrative sanctions.

Prevention of Money Laundering

Under the Act Preventing Transfer of Profits Generated from Crime (Hanzai ni yoru Syueki no Iten Boushi ni kansuru Houritsu) (Act No. 22 of 2007, as amended), which addresses money laundering and terrorism concerns, financial institutions and other entities such as credit card companies are required to perform customer identification, submit suspicious transaction reports and maintain records of transactions. Certain amendments to the law became effective in April 2013, which tightened, among other things, customer identification requirements. Further amendments to the law were promulgated in November 2014 and became effective on October 1, 2016 for clarification of the judgment method of suspicious transactions, strict verification at the time of the conclusion of correspondence contracts and expansion of the obligation for business operators to make efforts to develop necessary systems.

Act Concerning Protection of Depositors from Illegal Withdrawals Made by Forged or Stolen Cards

The Act Concerning Protection of Depositors from Illegal Withdrawals Made by Forged or Stolen Cards (Gizou Kaado tou oyobi Tounan Kaado tou wo Mochiite Okonawareru Fuseina Kikaishiki Yochokin Haraimodoshi tou karano Yochokinsha no Hogo tou ni kansuru Houritsu) (Act No. 94 of 2005, as amended) requires financial institutions to establish internal systems to prevent illegal withdrawals of deposits using forged or 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 state supervision and regulation. We engage in U.S. banking activities through Mizuho Bank’s New York, Chicago, Los Angeles and Park Avenue (New York) branches and Houston, Atlanta and San Francisco representative offices. We also own one bank in the United States, Mizuho 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, and Mizuho Securities USA LLC, 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. In recent years, federal and state regulatory and law enforcement authorities have closely scrutinized the compliance by financial institutions with the Bank Secrecy Act and anti-money laundering rules.

Mizuho Financial Group, Mizuho Bank and Mizuho Americas are financial holding companies (“FHCs”) within the meaning of the U.S. Bank Holding Company Act of 1956, as amended (the “BHCA”), and are subject to regulation and supervision thereunder by the “Federal Reserve Board”. As a matter of law, these three companies are required 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 prohibition is subject to certain exceptions, including an exception that permits us to acquire up to 100% of the voting interests in any company engaged in nonfinancial activities that we do not routinely manage, generally for a period of up to 10 years, under 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 a U.S. bank, savings association or bank holding company.

Mizuho Financial Group and the former Mizuho Corporate Bank, now Mizuho Bank, became FHCs in December 2006, and Mizuho Americas became an FHC in July 2016. FHC status under the BHCA permits banking groups in the United States to engage in comprehensive investment banking businesses, such as the underwriting of and dealing in corporate bonds, equities and other types of securities. 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, we and 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%, a total risk-based capital ratio of at least 10% and a leverage ratio of at least 5%. We and each of our U.S. insured depository institution subsidiaries must also be “well managed,” including that they maintain examination ratings that are at least satisfactory. Further, Mizuho Financial Group and Mizuho Bank must also meet such capital standards as calculated under their home country standards (which must be comparable to the capital required for a U.S. bank) and must be well managed under standards comparable to those required for a U.S. bank. Failure to comply with such requirements would require us to prepare a remediation plan, and we would not be able to undertake new business activities or acquisitions based on our status as 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 also supervised and regulated, by either a state banking authority or by the Office of the Comptroller of the Currency, the U.S. federal bank regulatory agency that charters and regulates national banks and federal branches 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 in activities that would be permissible for their federally-licensed counterparts, unless the Federal Reserve Board determines that the additional activity is consistent with sound practices. U.S. federal banking laws also subject state-licensed branches and agencies to the single-borrower lending limits that apply to federal branches and agencies, which generally are the same as the lending limits applicable to national banks, but are based on the capital of the entire foreign bank.

The New York branch of Mizuho Bank is subject to supervision, examination and regulation by the New York State Department of Financial Services 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 state-chartered 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.

Mizuho Bank (USA) is a state-chartered bank that is a member of the Federal Reserve System whose deposits are insured by the Federal Deposit Insurance Corporation (“FDIC”). As such, Mizuho Bank (USA) is subject to regulation, supervision and examination by the Federal Reserve Board and the New York State Department of Financial Services, as well as to relevant FDIC regulation.

Mizuho Trust & Banking Co. (USA) is a state-chartered bank and trust company that is not a member of the Federal Reserve System, but whose deposits are insured by the FDIC. 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 of customers’ purchases and the conduct of directors, officers and employees.

In the United States, comprehensive financial regulatory reform legislation, titled the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd Frank Act”), was signed into law by President Obama on 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.

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 systemic risk and bank holding companies with $50 billion or more in consolidated assets. In imposing such heightened prudential standards on foreign banking organizations such as Mizuho Bank, the Federal Reserve Board is directed to take into account the principle of national treatment and equality of competitive opportunity, and the extent to which the foreign bank holding organization is subject to comparable home country standards. On February 18, 2014, the Federal Reserve Board finalized requirements under Regulation YY that impose enhanced prudential standards on certain large foreign banking organizations having a U.S. presence, such as Mizuho Bank. In particular, large foreign banking organizations, including us, and their U.S. operations are subject to risk management requirements, risk-based capital and leverage limits, capital stress testing requirements, liquidity requirements and, in certain circumstances, asset management requirements. Additionally, the Federal Reserve Board expects to finalize single counterparty credit limits and early remediation requirements for foreign banking organizations at a later date. In addition, foreign banking organizations with consolidated U.S. assets of

$50 billion or more (excluding the assets of U.S. branches and agencies) will be required to create a separately capitalized top-tier U.S. intermediate holding company (“IHC”) that will hold all of its U.S. subsidiaries and be subject to certain capital, liquidity and other enhanced prudential standards on an IHC consolidated basis. In consideration of certain enhanced prudential requirements under the Federal Reserve Board’s Regulation YY, we established a new U.S. bank holding company, Mizuho Americas which is a wholly owned direct subsidiary of Mizuho Bank and brought our U.S. bank subsidiaries, Mizuho Bank (USA) and Mizuho Trust & Banking Co. (USA), and our U.S. securities broker dealer, Mizuho Securities USA LLC, together as subsidiaries under the holding company. The establishment of Mizuho Americas was part of a larger internal corporate reorganization, which was taken with the aim of, among other things, strengthening corporate governance practices and operations.

Under Section 619 of the Dodd-Frank Act, also known as the so-called “Volcker Rule,” any insured depository institution; any insured depository institution holding company; any non-U.S. bank with branches in the United States, such as Mizuho Bank; and any affiliate or subsidiary of such entities (each, a “banking entity”) is prohibited from engaging in proprietary trading or from investing in or sponsoring private equity or hedge funds, subject to certain limited exceptions. U.S. financial regulators approved final rules implementing Section 619 of the Dodd-Frank Act on December 10, 2013. For investments in and relationships with certain funds that were in place prior to December 31, 2013, the Federal Reserve has granted a set of extensions that give banking entities until July 21, 2017 to comply with the Volcker Rule. All investments in and relationships with funds covered by the Volcker Rule made after December 31, 2013 must have been divested or restructured by July 21, 2015.

The current regulatory environment in the United States may be impacted by future legislative developments, such as amendments to key provisions of the Dodd-Frank Act. On January 20, 2017, Mr. Donald J. Trump became President of the United States. The full scope of President Trump’s short-term legislative agenda is not yet fully known, but it may include certain deregulatory measures for the U.S. financial services industry, including changes to the Volcker Rule, capital requirements and other aspects of the Dodd-Frank Act.

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 by such filing. Section 219 requires disclosure even of certain activities not prohibited by U.S. or other law and even if such activities were conducted outside the United States by non-U.S. affiliates in compliance with local law.

Our affiliate Mizuho Bank is our only affiliate to have engaged in activity that is relevant for this purpose. Mizuho Bank maintains compliance policies and procedures to conform its operations to all applicable economic sanctions laws and regulations, and is increasing resources dedicated to this effort. In that context, and only after confirming that such transactions did not involve prohibited or sanctionable activity under U.S. or other economic sanctions, non-U.S. branches of Mizuho 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

During the period covered by this disclosure, Mizuho Bank exited from one but remains a party to another of two legacy counter guarantees that were opened in connection with activities of its customers for the benefit of Iranian banks. When such guarantees were entered into, the banks in question, which are related to the

Government of Iran, 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. As contractual obligations, these guarantees cannot be exited by Mizuho Bank unilaterally. In the fiscal year ended March 31, 2017, Mizuho Bank received fees of less than ¥1 million attributable to these guarantees and net profits of less than that amount. Mizuho Bank continues to seek to terminate the counter guarantee to the extent permitted under applicable laws.

Activities through correspondent banking accounts

In the fiscal year ended March 31, 2017, Mizuho Bank conducted a limited number of fund transfers through accounts it maintains for or at a limited number of Iranian banks related to the Government of Iran and a bank designated under E.O. 13224, or through other correspondent banking accounts on behalf of such Iranian banks. These transfers were mainly associated with requests by our customers after the relaxation of applicable sanctions pursuant to the Joint Comprehensive Plan of Action. Mizuho Bank has policies and procedures to process transfers through these accounts only after confirming that such transactions do not involve prohibited or sanctionable activity under U.S. or other economic sanctions and obtaining licenses issued by Japan’s Ministry of Finance where necessary. Estimated gross revenue to Mizuho Bank in the fiscal year ended March 31, 2017 attributable to fees for these activities was less than ¥10 million, with a net profit of less than that amount. Mizuho Bank intends to continue engaging in this activity but will process transfers through these accounts only under the limited circumstances where Mizuho Bank believes the transfer would conform to its compliance policies and procedures, applicable international sanctions laws, and after obtaining a license issued by Japan’s Ministry of Finance where necessary.

Other Jurisdictions

Our operations elsewhere in the world are subject to regulation and control by local supervisory authorities, including local central banks.

4.C. Organizational Structure

The following diagram shows our basic corporate structure as of March 31, 2017:

LOGO

The following table sets forth information with respect to our principal consolidated subsidiaries as of March 31, 2017:


Name	Country of organization		Main business		Proportion of ownership interest (%)			Proportion of voting interest (%)
Domestic
Mizuho Bank, Ltd.		Japan		Banking		100.0	%		100.0	%
Mizuho Trust & Banking Co., Ltd.		Japan		Trust and banking		100.0	%		100.0	%
Mizuho Securities Co., Ltd.		Japan		Securities		95.8	%		95.8	%
Mizuho Research Institute Ltd.		Japan		Research and consulting		98.6	%		98.6	%
Mizuho Information & Research Institute, Inc.		Japan		Information technology		91.5	%		91.5	%
Asset Management One Co., Ltd.		Japan		Investment management		70.0	%		51.0	%
Trust & Custody Services Bank, Ltd.		Japan		Trust and banking		54.0	%		54.0	%
Mizuho Private Wealth Management Co., Ltd.		Japan		Consulting		100.0	%		100.0	%
Mizuho Credit Guarantee Co., Ltd.		Japan		Credit guarantee		100.0	%		100.0	%
Mizuho Realty Co., Ltd.		Japan		Real estate agency		100.0	%		100.0	%
Mizuho Factors, Limited		Japan		Factoring		100.0	%		100.0	%
Simplex Investment Advisors Inc.		Japan		Holding company		100.0	%		100.0	%
Defined Contribution Plan Services Co., Ltd.		Japan		Pension plan-related business		60.0	%		60.0	%
Mizuho-DL Financial Technology Co., Ltd.		Japan		Application and Sophistication of Financial Technology		60.0	%		60.0	%
UC Card Co., Ltd.		Japan		Credit card		51.0	%		51.0	%
Mizuho Trust Systems Company, Limited		Japan		Subcontracted calculation services, software development		50.0	%		50.0	%
Mizuho Capital Co., Ltd.		Japan		Venture capital		50.0	%		50.0	%

Overseas
Mizuho Americas LLC		U.S.A.		Holding company		100.0	%		100.0	%
Mizuho Bank (China), Ltd.		China		Banking		100.0	%		100.0	%
Mizuho International plc		U.K.		Securities and banking		100.0	%		100.0	%
Mizuho Securities Asia Limited		China		Securities		100.0	%		100.0	%
Banco Mizuho do Brasil S.A.		Brazil		Banking		100.0	%		100.0	%
Mizuho Securities USA LLC		U.S.A.		Securities		100.0	%		100.0	%
Mizuho Bank Europe N.V.		Netherlands		Banking and securities		100.0	%		100.0	%
Mizuho Trust & Banking (Luxembourg) S.A.		Luxembourg		Trust and banking		100.0	%		100.0	%
Mizuho Bank (USA)		U.S.A.		Banking		100.0	%		100.0	%
Mizuho Bank (Switzerland) Ltd		Switzerland		Trust and banking		100.0	%		100.0	%
Mizuho Trust & Banking Co. (USA)		U.S.A.		Trust and banking		100.0	%		100.0	%
Mizuho Capital Markets Corporation		U.S.A.		Derivatives		100.0	%		100.0	%
PT. Bank Mizuho Indonesia		Indonesia		Banking		99.0	%		99.0	%

4.D. Property, Plant and Equipment

The following table shows the breakdown of our premises and equipment at cost as of March 31, 2016 and 2017:


	At March 31,
	2016		2017
	(in millions of yen)
Land	¥	552,205	¥	575,054
Buildings		827,458		807,312
Equipment and furniture		463,205		485,407
Leasehold improvements		88,195		93,967
Construction in progress		20,656		23,093
Software		1,086,124		1,308,292

Total		3,037,843		3,293,125
Less: Accumulated depreciation and amortization		1,199,853		1,251,852

Premises and equipment—net	¥	1,837,990	¥	2,041,273

Our head office is located at 1-5-5 Otemachi, Chiyoda-ku, Tokyo, Japan. The headquarter buildings of Mizuho Financial Group and Mizuho Bank are each leased from a third party.

The total area of land related to our material office and other properties at March 31, 2017 was approximately 697,000 square meters for owned land and approximately 15,000 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.

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 the notes thereto, included elsewhere in this annual report.

Table of Contents for Item 5.


	Page
Overview		51
Critical Accounting Estimates		59
Operating Results		62
Business Segments Analysis		73
Geographical Segment Analysis		78
Financial Condition		81
Liquidity		92
Capital Adequacy		94
Off-balance-sheet Arrangements		98
Tabular Disclosure of Contractual Obligations		99
Recent Accounting Pronouncements		99
Reconciliation with Japanese GAAP		100

Overview

The Mizuho Group

We 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 and structured 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, private banking, research services, information technology-related services and advisory services for financial institutions through various subsidiaries and affiliates.

In April 2016, we introduced an in-house company system based on the group’s diverse customer segments. The aim of this system is to leverage our strengths and competitive advantage, which is the seamless integration of our banking, trust and securities functions under a holding company structure, to speedily provide high-quality financial services that closely match customer needs.

In October 2016, with a view to strengthening the respective asset management businesses, we and The Dai-ichi Life Insurance Company, Limited integrated the asset management functions of both groups, namely, DIAM Co., Ltd., the asset management function of Mizuho Trust & Banking, Mizuho Asset Management Co., Ltd. and Shinko Asset Management Co., Ltd., and formed a new company named Asset Management One Co., Ltd., a consolidated subsidiary of Mizuho Financial Group.

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 interest-earning 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 (such as 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 fee and commission, investment gains (losses)—net, trading account gains (losses)—net and foreign exchange gains (losses)—net.

Fee and commission include the following:

•

fee and commission from securities-related business, including brokerage fee and commission related to securities underwriting, fee and commission related to investment trusts and individual annuities and other securities-related activities;

•

fee and commission from deposits and lending business, which consist mostly of fee and commission related to our loan businesses, including fees related to the arrangement of syndicated loans and other financing transactions such as arrangement fees related to management buy-out transactions and fees related to deposits such as account transfer charges;

•

fee and commission from remittance business, including service charges for domestic and international 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, such as equity and bond investments. In addition, impairment losses are recognized when management concludes that declines in the fair value of investments are other-than-temporary.

Trading account gains (losses)—net include gains and losses from transactions undertaken for trading purposes, including both market making for customers and proprietary trading, or transactions through which we seek to capture gains arising from short-term changes in market value. Trading account gains (losses)—net also include gains and losses related to changes in the fair value of derivatives and other financial instruments not eligible for hedge accounting under U.S. GAAP that are utilized to offset mainly interest rate risk related to our 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. For further information on the fair value option, see note 28 to our consolidated financial statements included elsewhere in this 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 fee and commission expenses.

Salaries and employee benefits include expenses incurred for salaries, bonuses and compensation to directors and employees. They also include expenses related to pension and other employee retirement benefit plans.

The principal items included in general and administrative expenses are amortization of software, tax expenses such as consumption tax and property tax that are not income taxes and other expenses, including premiums for deposit insurance.

The principal items included in occupancy expenses are expenses related to premises and equipment, including depreciation, losses on disposal and lease expenses.

The principal items included in fee and commission expenses are fee and commission expenses for remittance services, which mainly include commission expenses paid in connection with remittance transactions and the securities-related businesses, which mainly include transactions costs such as brokerage fees paid.

Operating Environment

We operate principally in Japan, and our performance has generally tracked the macro economy of Japan.

As to the recent economic environment, the gradual recovery in the global economy has continued, while weaknesses in the recovery have been seen in some regions. This recovery is expected to continue particularly in the United States, but it remains necessary to monitor such risks of a downturn as the United States’ policy direction under its new presidency, political concerns in Europe, the economic outlook for China and increasing geopolitical risks. In the United States, the economy continued to recover due to such factors as generally improved employment conditions, steady consumer spending and increase in exports. It is expected that the gradual recovery in the economy will continue, supported by policies under the new presidency. However, increasing uncertainty about the effect of monetary and trade policies under the new administration requires continued monitoring. In Europe, the economy continued to recover gradually as consumer spending and exports picked up. Although the gradual economic recovery of the region is expected to continue, the political situation in Europe, including negotiations regarding the United Kingdom’s withdrawal from the European Union, elections in some countries and the effect of debt problems in southern Europe require further monitoring. In Asia, the economy of China remained stable, due partly to the effect of government policies. This economic condition in China is likely to continue with the successive support through fiscal policies, including investment in infrastructure and tax reductions. The economies in emerging countries are picking up because of China’s enduring economy and increase in resource prices. In the coming year, it is expected that the growth of their

economies will remain gradual due to such factors of concern as the depreciation of currencies in emerging countries and the increasing pressure of capital outflows. In Japan, following the improvement of overseas economies, the economy has gradually been recovering mainly in the areas of exports and business investment. As for the future outlook of the Japanese economy, it is expected to continue on its gradual recovery path, with the improved environment for exports and the effect of economic measures by the government. However, increasing uncertainty in overseas economies requires continued monitoring.

Key indicators of Japanese economic conditions in recent periods include the following:

•

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 2014 through the first quarter of 2017:

LOGO

Japan’s real gross domestic product on a year-on-year basis decreased by 0.5% in the fiscal year ended March 31, 2015 and increased by 1.2% in each of the fiscal years ended March 31, 2016 and 2017. Japan’s real gross domestic product on a quarterly basis, compared to the corresponding period of the previous year, decreased consecutively from the second quarter of calendar year 2014 through the first quarter of calendar year 2015 and increased consecutively from the second quarter of calendar year 2015 through the first quarter of calendar year 2017. Japan’s core nationwide consumer price index increased by 2.8% in the fiscal year ended March 31, 2015, was unchanged in the fiscal year ended March 31, 2016 and decreased by 0.2% in the fiscal year ended March 31, 2017.

•

In September 2016, the Bank of Japan decided to introduce “quantitative and qualitative monetary easing with yield curve control” by strengthening the two previous policy frameworks, “quantitative and qualitative monetary easing (“QQE”)” and “QQE with a negative interest rate.” The new policy framework consists of two major components: (1) “yield curve control” in which the Bank of Japan will control short-term and long-term interest rates; and (2) an “inflation-overshooting commitment” in which the Bank of Japan commits itself to expanding the monetary base until the year-on-year rate of increase in the observed consumer price index exceeds the price stability target of 2% and stays above

the target in a stable manner. Under the new policy framework, the Bank of Japan decided to set the guideline for market operations under which, regarding short-term interest rates, the Bank of Japan will apply a negative interest rate of minus 0.1% to certain excess balance in current accounts held by financial institutions at the Bank of Japan, while for long-term interest rates, it would purchase Japanese government bonds so that the yield of 10-year Japanese government bonds will remain around 0% to control long-term interest rates. In addition, the Bank of Japan decided to introduce the following new tools of market operations so as to control the yield curve smoothly: (i) outright purchases of Japanese government bonds with yields designated by the Bank of Japan; and (ii) fixed-rate funds-supplying operations for a period of up to ten years (extending the longest maturity of the operation of one year).

The following chart shows movements in long-term interest rates from January 2014 to May 2017, represented by the yield on newly issued 10-year Japanese government bonds, and in short-term interest rates during the same period, represented by the uncollateralized overnight call rate used in the interbank market:

LOGO

•

According to Teikoku Databank, a Japanese research institution, there were 9,044 corporate bankruptcies in the fiscal year ended March 31, 2015, involving approximately ¥1.9 trillion in total liabilities, 8,408 corporate bankruptcies in the fiscal year ended March 31, 2016, involving approximately ¥1.9 trillion in total liabilities, and 8,153 corporate bankruptcies in the fiscal year ended March 31, 2017, involving approximately ¥1.9 trillion in total liabilities. The number of corporate bankruptcies decreased from a year earlier for the eighth consecutive year, but the amount of total liabilities increased by approximately ¥0.04 trillion from the previous fiscal year.

•

The following chart shows the daily closing price of the Nikkei Stock Average from January 2014 to May 2017:

LOGO

The Nikkei Stock Average, which is an average of the price of 225 stocks listed on the Tokyo Stock Exchange, increased by 29.5% to ¥19,206.99 during the fiscal year ended March 31, 2015, followed by a 12.7% decrease to ¥16,758.67 during the fiscal year ended March 31, 2016 and a 12.8% increase to ¥18,909.26 during the fiscal year ended March 31, 2017. Thereafter, the Nikkei Stock Average increased to ¥19,650.57 as of May 31, 2017.

•

The following chart shows the yen/dollar spot rate of 5 p.m. Tokyo time published by the Bank of Japan from January 2014 to May 2017:

LOGO

The yen to U.S. dollar spot exchange rate, according to the Bank of Japan, was ¥120.21 to $1.00 as of March 31, 2015, ¥112.43 to $1.00 as of March 31, 2016, and ¥111.80 to $1.00 as of March 31, 2017. Thereafter, the yen strengthened to ¥110.96 to $1.00 as of May 31, 2017.

•

According to the Ministry of Land, Infrastructure, Transport and Tourism of Japan, housing starts in Japan decreased by 10.8% in the fiscal year ended March 31, 2015, increased by 4.6% and 5.8% in the fiscal years ended March 31, 2016 and 2017, respectively.

•

According to the Ministry of Land, Infrastructure, Transport and Tourism of Japan, the average published housing land prices in Japan decreased by 0.4% and 0.2% in calendar years 2014 and 2015, respectively, and was unchanged in calendar year 2016.

Capital Improvements

All yen figures and percentages 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 Stable Capital Base

In the fiscal year ended March 31, 2017, we strengthened our capital base mainly as a result of earning ¥603.5 billion of profit attributable to owners of parent (under Japanese GAAP).

With respect to redemptions of previously issued securities, since April 2016, we have redeemed various securities that are eligible Tier 1/Tier 2 capital instruments subject to phase-out arrangements under Basel III upon their respective initial optional redemption dates or their respective maturity dates. With respect to Tier 1 capital, in June 2016, we redeemed $600.0 million and ¥400.0 billion of non-dilutive Tier 1 preferred securities issued by our overseas special purpose companies in March 2006 and January 2007, respectively. In addition, on July 1, 2016, we acquired ¥75.1 billion of eleventh series class XI preferred stock, in respect of which a request for acquisition was not made by June 30, 2016 and delivered 265,433,368 shares of our common stock, pursuant to Article 20, Paragraph 1 of our articles of incorporation and a provision in the terms and conditions of the preferred stock concerning mandatory acquisition in exchange for common stock. On July 13, 2016, we cancelled all of our treasury shares of eleventh series class XI preferred stock. With respect to Tier 2 capital, in November 2016, we redeemed ¥60.0 billion of dated subordinated bonds issued by our subsidiary bank. In April 2017, we redeemed ¥50.0 billion of dated subordinated bonds issued by our subsidiary bank.

With respect to Additional Tier 1 capital new issuances, in July 2016, we issued ¥460.0 billion of Additional Tier 1 perpetual subordinated bonds with optional-redemption clause and write-down clause through public offerings to wholesale investors in Japan. With respect to Tier 2 capital new issuances, in June 2016, January 2017 and June 2017, we issued ¥155.0 billion, ¥180.0 billion and ¥114.0 billion, respectively, of dated subordinated bonds with a write-down feature that are Basel III-eligible Tier 2 capital instruments through public offerings to retail investors in Japan.

Our Common Equity Tier 1 capital ratio under Basel III was 10.50% and 11.34% as of March 31, 2016 and 2017, respectively.

Steady Returns to Shareholders

Annual cash dividends for the fiscal year ended March 31, 2017 were ¥7.5 per share of common stock (including interim dividend payments of ¥3.75 per share), which was the same amount as the annual cash dividend per share of the previous fiscal year.

We continuously consider the optimal balance between strengthening of stable capital base and steady returns to shareholders. We will comprehensively consider the business environment such as the Mizuho group’s business results, profit base, capital, and domestic and international regulation trends such as the Basel framework and determine cash dividend payments for each term.

Business Trends

See “Item 4.B. Information on the Company—Business Overview,” “Item 5. Operating and Financial Review and Prospects—Operating Results” and “Item 5. Operating and Financial Review and Prospects —Financial Condition.”

Others

Strengthening our Research & Consulting Functions

In April 2016, in order to provide customers with solutions and support our aim of becoming a “financial services consulting group,” we consolidated our research and consulting functions into “One Think-tank,” and we established the new Research & Consulting Unit. The Unit is made up of Mizuho Bank’s Industry Research Department, Mizuho Trust & Banking’s Consulting Department, Mizuho Securities’ Research and Consulting Unit, Mizuho Information & Research Institute, Mizuho Research Institute and Mizuho-DL Financial Technology. In addition to research and analysis on a wide range of topics ranging from macroeconomics to industry trends, the research function offers policies based on such research and analysis.

Establishing Our U.S. Bank Holding Company

In July 2016, with consideration of the Federal Reserve Board’s proposed rule that came into effect on July 1, 2016 regarding the operations of foreign banking organizations with U.S. operations, we established a U.S. Bank Holding Company (“BHC”), Mizuho Americas, which is wholly owned by Mizuho Bank, and brought its primary U.S.-based banking, securities and institutional custody services (trust banking) entities together under the holding company.

Creation of New Business based on FinTech

In September 2016, Mizuho Bank and SoftBank Corp. agreed to set up a 50/50 joint company to provide FinTech-based personal lending services. Afterwards, in November 2016, Mizuho Bank and SoftBank announced that they established the joint company named “J. Score CO., LTD.” and will begin operations as Japan’s first score-based lending business in the first half of the fiscal year ending March 31, 2018. The establishment of the company represents our enhanced efforts in the field of FinTech, through which we aim to develop a new approach to lending and offer customers ever more attractive financial services.

Improvement for Advanced and Efficient Operations Utilizing Blockchain

Mizuho Bank, Fujitsu Limited and Fujitsu Laboratories Ltd. jointly conducted an operational trial using blockchain technology and completed proof of concept. The goal was to enable low-cost, low-risk cross-border securities transactions by building a system utilizing blockchain technology that can almost instantly share matched trade information in the post-trade process as data that cannot be tampered with, but without building a large-scale settlement system from scratch. This would thereby shorten the time from trade execution to final settlement from the previous three days to the same day.

In April 2017, we announced two joint projects to analyze the results of actual trade transactions conducted using blockchain technology with the aim of providing increased efficiency in the field of trade finance. In the first joint project, IBM Japan, Ltd., Mizuho Bank and we will work together to apply blockchain technology developed by IBM to actual trade transactions and analyze the results. In the second joint project, R3CEV LLC (“R3”), Cognizant Japan KK, Mizuho Bank and we will utilize a distributed ledger platform developed by R3 to conduct trace transactions to assess the possible implications and applications to trade finance. One of the key features of blockchain is the ability to quickly and securely share data among participants. We anticipate that the application of blockchain technology to trade transactions will enable the digitalization of the documents involved in trade finance as well as the fast and secure exchange of information. We also anticipate that this

system and platform will reduce the time and operational costs associated with trade transactions by simplifying the process of creating and exchanging documents, in addition to enabling all involved parties to share and view the most recent status of the transaction.

Signing of Memorandum of Understanding for the Integration of Trust Banks Specializing in Asset Administration Service

In March 2017, we, Sumitomo Mitsui Trust Holdings, Resona Bank and The Dai-ichi Life Insurance Company executed a memorandum of understanding to commence detailed analysis and negotiations in preparation for the management integration of Japan Trustee Services Bank and Trust & Custody Services Bank. The concentration of both companies’ managerial resources and expertise will have the benefit of scale, will realize more stable and higher quality operations, and aims for further growth in the domestic securities settlement market and contribute to the enhancement of the domestic investment chain. By meeting a wide variety of customer needs, the integrated company will aim to be the top trust bank specializing in asset administration services in Japan.

Disposing of Our Cross-shareholdings

Reflecting the potential impact on our financial position associated with the risk of stock price fluctuation, as a basic policy, unless we consider holdings to be meaningful, we will not hold the shares of other companies as cross-shareholdings. We promote cross-shareholdings disposal through initiatives to enhance capital efficiency by implementing in-house company return on equity as an internal performance indicator. Our total Japanese stock portfolio (included within other securities which have readily determinable fair value and based on acquisition cost) as of March 31, 2015 was approximately ¥1,962.9 billion, and we reduced such amount by ¥275.3 billion as of March 31, 2017. As a result of the steady disposal, we were able to achieve our intermediate target of an approximately ¥250 billion reduction by March 31, 2017.

Critical Accounting Estimates

Note 1 to our consolidated financial statements included elsewhere in this annual report contains a summary of 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 critical accounting 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 to period. Critical accounting estimates could also involve estimates for which management could have reasonably used another estimate for the relevant accounting period. The use of different estimates could have a material impact on our financial condition and results of operations. The following is a discussion of significant accounting policies for which critical accounting estimates are used.

Allowance for 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 our lending 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 to extend 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 present value of expected cash flows discounted at the loans’ initial effective interest rate, or as a practical expedient, using the observable

market price 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 perform subsequent re-evaluations at least once a year. As to collateral of loans that are collateral dependent, in the case of real estate, valuation is generally performed by an appraising subsidiary that is independent from our loan origination sections by using generally accepted valuation techniques such as (i) the replacement cost approach, or (ii) the sales comparison approach or (iii) the income approach, although in the case of large real estate collateral, we generally engage third-party appraisers to perform the valuation. In the case of securities, such securities are typically those of listed companies and observable market prices are used for valuation. Management identifies impaired loans through the credit quality review process, in which the ability of borrowers to service their debt is assessed. The difference between our evaluation of the value of the impaired loan and its principal amount is the amount of the impairment which is recorded in the allowance for loan losses. Estimation of future cash flows is based on a comprehensive analysis of the borrower’s ability to service the debt, any progress made on the borrower’s rehabilitation program and the assumptions used therein.

•

Allowance based on ASC 450. In accordance with ASC 450, “Contingencies” (“ASC 450”), a formula-based 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 and other non-homogeneous loans that 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 not deemed 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 by using the same categories and evaluation methods as loans. We similarly assess probable loss amounts for loan commitments, taking into account the probability of drawdowns.

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 affect our financial condition and results of operations. For example, if our current judgment with respect to expected future cash flows differs from actual results, including as a result of an unexpected adverse change in the economic environment in Japan or a sudden and unanticipated failure of a large borrower, or if the value of collateral 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 on whether the inputs to those valuation techniques are observable or unobservable. The standard describes the following 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 and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments. If no quoted market prices are available, the fair values of debt securities and over-the-counter derivative contracts in this category are determined using pricing models with inputs that are observable in the market or can be derived principally from or corroborated by observable market data.

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

For assets and liabilities classified in Level 1 and 2 of the hierarchy, where inputs are principally based on observable market data, there is less judgment or estimate in determining fair value, while the determination of fair 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 in connection therewith, see note 28 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 amounts of 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, future reversals of existing taxable temporary differences and tax-planning strategies. 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. Variances in future projected operating performance or tax law changes could result in a change in the valuation allowance. Variances in the net unrealized gains on available-for-sale securities could also affect a change in the valuation allowance, because we consider the sales of available-for-sale securities to be a qualifying tax-planning strategy that is a possible source of future taxable income mainly with respect to our principal banking subsidiaries in Japan. Although we evaluate that this tax-planning strategy is prudent and feasible, it has limitations and risks such as the resulting decrease in net unrealized gains on available-for-sale securities that are available to be utilized in the future. If we are not able 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 and 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 compensation levels.

Actual results that differ from the assumptions are accumulated and amortized over future periods and therefore generally affect future pension expenses. While management believes that the assumptions used are appropriate, 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 and corporate bonds. The durations of such bonds closely match those of the benefit obligations. Assumed discount rates are reevaluated at each measurement date.

The expected rate of return for each asset category is based primarily on various aspects of the long-term prospects for the economy that include historical performance and the market environment.

For further information on our pension and other employee benefits, see note 21 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 for the fiscal years ended March 31, 2015, 2016 and 2017:


	Fiscal years ended March 31,
	2015			2016		2017
	(in billions of yen)
Interest and dividend income	¥	1,458		¥	1,500	¥	1509
Interest expense		412			495		602

Net interest income		1,046			1,005		907
Provision (credit) for loan losses		(60	)		35		38

Net interest income after provision (credit) for loan losses		1,106			970		869
Noninterest income		1,801			1,884		1,368
Noninterest expenses		1,639			1,657		1,757

Income before income tax expense		1,268			1,197		480
Income tax expense		438			347		91

Net income		830			850		389
Less: Net income (loss) attributable to noncontrolling interests		27			—		27

Net income attributable to MHFG shareholders	¥	803		¥	850	¥	362

The following is a discussion of major components of our net income attributable to MHFG shareholders for the fiscal years ended March 31, 2015, 2016 and 2017.

Net Interest Income

The following table shows the average balances of interest-earning assets and interest-bearing liabilities, interest amounts and the average interest rates on such assets and liabilities for the fiscal years ended March 31, 2015, 2016 and 2017:


	Fiscal years ended March 31,
	2015							2016							2017
	Average balance		Interest amount		Interest rate			Average balance		Interest amount		Interest rate			Average balance		Interest amount		Interest rate
	(in billions of yen, except percentages)
Domestic:
Interest-bearing deposits in other banks	¥	15,900	¥	20		0.12	%	¥	29,485	¥	30		0.10	%	¥	37,389	¥	27		0.07	%
Call loans and funds sold, and receivables under resale agreements and securities borrowing transactions		4,771		8		0.17			4,309		10		0.22			5,079		18		0.35
Trading account assets		6,755		32		0.47			5,262		16		0.31			4,408		27		0.62
Investments		31,690		127		0.40			25,625		88		0.34			20,357		78		0.38
Loans		54,207		593		1.09			52,866		565		1.07			53,930		510		0.95

Total interest-earning assets		113,323		780		0.69			117,547		709		0.60			121,163		660		0.54

Deposits		77,126		50		0.06			81,090		60		0.07			83,293		51		0.06
Short-term borrowings⁽¹⁾		17,342		24		0.14			15,139		22		0.15			14,177		27		0.19
Trading account liabilities		2,629		14		0.52			2,092		13		0.61			1,697		14		0.82
Long-term debt		11,727		175		1.49			14,236		176		1.23			14,523		178		1.22

Total interest-bearing liabilities		108,824		263		0.24			112,557		271		0.24			113,690		270		0.24

Net		4,499		517		0.45			4,990		438		0.36			7,473		390		0.30

Foreign:
Interest-bearing deposits in other banks		5,689		29		0.51			6,639		38		0.57			7,671		48		0.63
Call loans and funds sold, and receivables under resale agreements and securities borrowing transactions		10,862		33		0.30			10,465		50		0.48			9,213		79		0.85
Trading account assets		11,950		142		1.19			11,602		135		1.16			10,335		136		1.31
Investments		2,850		79		2.77			3,058		102		3.34			3,915		87		2.24
Loans		21,634		395		1.83			24,279		466		1.92			25,412		499		1.96

Total interest-earning assets		52,985		678		1.28			56,043		791		1.41			56,546		849		1.50

Deposits		19,801		100		0.51			20,958		154		0.73			23,173		214		0.92
Short-term borrowings⁽¹⁾		20,326		28		0.14			18,982		58		0.31			17,112		109		0.63
Trading account liabilities		1,692		17		1.05			1,195		8		0.69			1,049		7		0.71
Long-term debt		268		4		1.66			1,441		4		0.26			655		2		0.32

Total interest-bearing liabilities		42,087		149		0.36			42,576		224		0.53			41,989		332		0.79

Net		10,898		529		0.92			13,467		567		0.88			14,557		517		0.71

Total:
Total interest-earning assets		166,308		1,458		0.88			173,590		1,500		0.86			177,709		1,509		0.85
Total interest-bearing liabilities		150,911		412		0.27			155,133		495		0.32			155,679		602		0.39

Net	¥	15,397	¥	1,046		0.61		¥	18,457	¥	1,005		0.54		¥	22,030	¥	907		0.46

Note:

(1)	Short-term borrowings consist of due to trust accounts, call money and funds purchased, payables under repurchase agreements and securities lending transactions and other short-term borrowings.

Fiscal Year Ended March 31, 2017 Compared to Fiscal Year Ended March 31, 2016

Interest and dividend income increased by ¥9 billion, or 0.6%, from the previous fiscal year to ¥1,509 billion in the fiscal year ended March 31, 2017. Domestic interest and dividend income accounted for ¥660 billion of the total amount, a decrease of ¥49 billion from the previous fiscal year, and foreign interest and dividend income accounted for ¥849 billion, an increase of ¥58 billion from the previous fiscal year.

Due to the monetary policies of the Bank of Japan, such as continuous monetary easing and the negative interest rate policy that began in February 2016, our domestic loan and deposit rate margin has become narrower. Reflecting a decline in short-term interest rate levels of the yen, the average yield on domestic loans decreased by 0.12 percentage points from the previous fiscal year to 0.95% in the fiscal year ended March 31, 2017, and the average rate on domestic interest-bearing deposits decreased by 0.01 percentage points from the previous fiscal year to 0.06% in the fiscal year ended March 31, 2017. Our domestic funding structure is stable, primarily consisting of individual customer deposits. The average yield on foreign loans increased by 0.04 percentage points from the previous fiscal year to 1.96% in the fiscal year ended March 31, 2017, and the average rate on foreign interest-bearing deposits increased by 0.19 percentage points from the previous fiscal year to 0.92% in the fiscal year ended March 31, 2017. We place further emphasis on the importance of profitability in the lending business and look to counter the effects of negative impact of negative interest rates and others.

The decrease in domestic interest and dividend income was due mainly to a decrease in interest income from domestic loans. The decrease in interest income from domestic loans was due mainly to a decrease in the average yield, reflecting a decline in yen interest rate levels. Changes in the average yields on domestic interest-earning assets contributed to an overall decrease in interest and dividend income of ¥46 billion, and changes in the average balances of domestic interest-earning assets contributed to an overall decrease in interest and dividend income of ¥3 billion, resulting in the ¥49 billion decrease in domestic interest and dividend income.

The increase in foreign interest and dividend income was due mainly to increases in interest income from foreign loans and in interest income from foreign call loans and funds sold, and receivable under resale agreements and securities borrowing transactions. The increase in interest income from foreign loans was due mainly to an increase in the average balance as well as an increase in the average yields. The increase in interest income from foreign call loans and funds sold, and receivable under resale agreements and securities borrowing transactions was due mainly to an increase in the average yield. Changes in the average yields on foreign interest-earning assets contributed to an overall increase in interest and dividend income of ¥31 billion, and changes in the average balance of foreign interest-earning assets contributed to an overall increase of ¥27 billion, resulting in the ¥58 billion increase in foreign interest and dividend income.

Interest expense increased by ¥107 billion, or 21.6%, from the previous fiscal year to ¥602 billion in the fiscal year ended March 31, 2017. Domestic interest expense accounted for ¥270 billion of the total amount, a decrease of ¥1 billion from the previous fiscal year, and foreign interest expense accounted for ¥332 billion of the total amount, an increase of ¥108 billion from the previous fiscal year.

The changes in the average interest rates on domestic interest-bearing liabilities contributed to an overall decrease in interest expense of ¥3 billion, and the changes in the average balance of domestic interest-bearing liabilities contributed to an overall increase in interest expense of ¥2 billion, resulting in the ¥1 billion decrease in domestic interest expense.

contributed to an overall increase in interest expense of ¥99 billion, and the changes in the average balance of foreign interest-bearing liabilities contributed to an overall increase in interest expense of ¥9 billion, resulting in the ¥108 billion increase in foreign interest expense.

As a result of the foregoing, net interest income decreased by ¥98 billion, or 9.8%, from the previous fiscal year to ¥907 billion. The average interest rate spread declined by 0.08 percentage points from the previous fiscal year to 0.46% in the fiscal year ended March 31, 2017. The decline of the average interest rate spread was not significant because both the average yields on total interest-earning assets and the average interest rates on total interest-bearing liabilities generally leveled out between these periods.

Fiscal Year Ended March 31, 2016 Compared to Fiscal Year Ended March 31, 2015

Interest and dividend income increased by ¥42 billion, or 2.9%, from the previous fiscal year to ¥1,500 billion in the fiscal year ended March 31, 2016. Domestic interest and dividend income accounted for ¥709 billion of the total amount, a decrease of ¥71 billion from the previous fiscal year, and foreign interest and dividend income accounted for ¥791 billion, an increase of ¥113 billion from the previous fiscal year.

Due to the monetary policies of the Bank of Japan, such as continuous monetary easing and the negative interest rate policy that began in February 2016, our domestic loan and deposit rate margin has become narrower. Reflecting a decline in short-term interest rate levels of the yen, the average yield on domestic loans decreased by 0.02 percentage points from the previous fiscal year to 1.07% in the fiscal year ended March 31, 2016, while the average rate on domestic interest-bearing deposits increased by 0.01 percentage points from the previous fiscal year to 0.07% in the fiscal year ended March 31, 2016. Our domestic funding structure is stable, primarily consisting of individual customer deposits. The average yield on foreign loans increased by 0.09 percentage points from the previous fiscal year to 1.92% in the fiscal year ended March 31, 2016, and the average rate on foreign interest-bearing deposits increased by 0.22 percentage points from the previous fiscal year to 0.73% in the fiscal year ended March 31, 2016. We continue initiatives to increase foreign currency-denominated deposits. We place further emphasis on the importance of profitability in the lending business and look to counter the effects of negative impact of negative interest rates and others.

The decrease in domestic interest and dividend income was due mainly to decreases in interest and dividend income from domestic investments and in interest income from domestic loans. The decreases in interest and dividend income from domestic investments and in interest income from domestic loans were due to decreases in the average balances as well as decreases in the average yields, reflecting a decline in yen interest rate levels. Changes in the average yields on domestic interest-earning assets contributed to an overall decrease in interest and dividend income of ¥40 billion, and changes in the average balances of domestic interest-earning assets contributed to an overall decrease in interest and dividend income of ¥31 billion, resulting in the ¥71 billion decrease in domestic interest and dividend income.

The increase in foreign interest and dividend income was due mainly to increases in interest income from foreign loans and in interest and dividend income from foreign investments. The increase in interest income from foreign loans was due mainly to an increase in the average balance, especially in Western Europe, as well as an increase in the average yields. The increase in interest and dividend income from foreign investments was due to an increase in the average balance, reflecting an increase in U.S. treasury bond holdings, as well as an increase in the average yield. Changes in the average yields on foreign interest-earning assets contributed to an overall increase in interest and dividend income of ¥56 billion, and changes in the average balance of foreign interest-earning assets contributed to an overall increase of ¥57 billion, resulting in the ¥113 billion increase in foreign interest and dividend income.

Interest expense increased by ¥83 billion, or 20.1%, from the previous fiscal year to ¥495 billion in the fiscal year ended March 31, 2016. Domestic interest expense accounted for ¥271 billion of the total amount, an increase of ¥8 billion from the previous fiscal year, and foreign interest expense accounted for ¥224 billion of the total amount, an increase of ¥75 billion from the previous fiscal year.

The increase in domestic interest expense was due mainly to increases in interest expense on domestic deposits and long-term debt. The increase in domestic deposits was due to an increase in the average rates as well as an increase in the average balance. The increase in domestic long-term debt was due to an increase in the average balance, offset in part by a decrease in the average rates reflecting a decline in interest rate levels of yen. The changes in the average interest rates on domestic interest-bearing liabilities contributed to an overall decrease in interest expense of ¥20 billion, and the changes in the average balance of domestic interest-bearing liabilities contributed to an overall increase in interest expense of ¥28 billion, resulting in the ¥8 billion increase in domestic interest expense.

The increase in foreign interest expense was due mainly to increases in interest expense on foreign deposits and foreign short-term borrowings. The increase in foreign interest expense on foreign deposits was due mainly to an increase in the average rates, reflecting a rise in short-term interest rate levels of the U.S. dollar as well as an increase in the average balance of foreign deposits. The increase in foreign interest expense on foreign short-term borrowings was due mainly to an increase in the average rates, reflecting a rise in short-term interest rate levels of the U.S. dollar. The changes in the average interest rates on foreign interest-bearing liabilities contributed to an overall increase in interest expense of ¥72 billion, and the changes in the average balance of foreign interest-bearing liabilities contributed to an overall increase in interest expense of ¥3 billion, resulting in the ¥75 billion increase in foreign interest expense.

As a result of the foregoing, net interest income decreased by ¥41 billion, or 3.9%, from the previous fiscal year to ¥1,005 billion. The average interest rate spread declined by 0.07 percentage points from the previous fiscal year to 0.54% in the fiscal year ended March 31, 2016. The decline of the average interest rate spread was not significant because both the average yields on total interest-earning assets and the average interest rates on total interest-bearing liabilities generally leveled out between these periods with respect to domestic assets and liabilities and increased by similar rates with respect to foreign assets and liabilities.

Provision (Credit) for Loan Losses

Fiscal Year Ended March 31, 2017 Compared to Fiscal Year Ended March 31, 2016

Provision for loan losses increased by ¥3 billion from March 31, 2016 to ¥38 billion at March 31, 2017. Although obligor categories improved as a whole, reflecting the gradual recovery in the economic environment, provision for loan losses increased due mainly to the deterioration of credit status of certain borrowers.

Fiscal Year Ended March 31, 2016 Compared to Fiscal Year Ended March 31, 2015

We recorded a provision for loan losses of ¥35 billion in the fiscal year ended March 31, 2016 compared to a credit for loan losses of ¥60 billion in the previous fiscal year. We recorded a modest level of provision for loan losses in the fiscal year ended March 31, 2016, reflecting how the Japanese economy was in a “leveling off” phase, whereas we recorded a credit for loan losses in the fiscal year ended March 31, 2015, reflecting how the Japanese economy was in a “gradual recovery” phase.

Noninterest Income

The following table shows a breakdown of noninterest income for the fiscal years ended March 31, 2015, 2016 and 2017:


	Fiscal years ended March 31,
	2015			2016		2017
	(in billions of yen)
Fee and commission	¥	716		¥	743	¥	747
Fee and commission from securities-related business		172			176		166
Fee and commission from deposits and lending business		131			144		165
Fee and commission from remittance business		110			110		108
Trust fees		50			50		47
Fees for other customer services		253			263		261
Foreign exchange gains (losses)—net		(35	)		114		69
Trading account gains (losses)—net		690			559		(42	)
Investment gains (losses)—net		271			264		333
Investment gains (losses) related to bonds		104			66		61
Investment gains (losses) related to equity securities		163			192		272
Others		4			6		—
Equity in earnings (losses) of equity method investees—net		18			29		27
Gains on disposal of premises and equipment		3			10		6
Other noninterest income		138			165		228

Total noninterest income	¥	1,801		¥	1,884	¥	1,368

Fiscal Year Ended March 31, 2017 Compared to Fiscal Year Ended March 31, 2016

Noninterest income decreased by ¥516 billion, or 27.4%, from the previous fiscal year to ¥1,368 billion in the fiscal year ended March 31, 2017. The decrease was due mainly to trading account losses—net of ¥42 billion compared to trading account gains—net of ¥559 billion in the previous fiscal year, offset in part by an increase in investment gains—net of ¥69 billion.

Fee and commission

Fee and commission increased by ¥4 billion, or 0.5%, from the previous fiscal year to ¥747 billion in the fiscal year ended March 31, 2017. The increase was due mainly to an increase in fee and commission from deposits and lending business of ¥21 billion, offset in part by a decrease in fee and commission from securities-related business of ¥10 billion.

Foreign exchange gains (losses)—net

Foreign exchange gains—net decreased by ¥45 billion, or 39.5%, from the previous fiscal year to ¥69 billion in the fiscal year ended March 31, 2017. The change was due mainly to fluctuations in foreign exchange rates in the fiscal year ended March 31, 2017.

Trading account gains (losses)—net

Trading account gains (losses)—net was a loss of ¥42 billion in the fiscal year ended March 31, 2017 compared to a gain of ¥559 billion in the previous fiscal year. The change in trading account gains (losses)—net was due mainly to an increase in losses related to a reduction in market value of receive-fixed, pay-variable interest-rate swaps reflecting a rise in long-term interest rates, and an increase in losses related to changes in the fair value of foreign currency-denominated securities for which the fair value option was elected, reflecting an increase in losses of foreign currency-denominated bonds due to the effect of a rise in long-term interest rates. For further information on the fair value option, see note 28 to our consolidated financial statements included elsewhere in this annual report.

Investment gains (losses)—net

Investment gains—net increased by ¥69 billion, or 26.1 %, from the previous fiscal year to ¥333 billion in the fiscal year ended March 31, 2017. The increase was due mainly to an increase in investment gains related to equity securities of ¥80 billion, or 41.7%, from the fiscal year to ¥272 billion in the fiscal year ended March 31, 2017. The increase in investment gains related to equity securities was due mainly to an increase in gains on sales of investment account equity securities in the fiscal year ended March 31, 2017, reflecting our continued efforts to decrease our cross-shareholdings. We continue our reallocation of management resources to key strategies while mitigating the risk of stock price fluctuation.

Fiscal Year Ended March 31, 2016 Compared to Fiscal Year Ended March 31, 2015

Noninterest income increased by ¥83 billion, or 4.6%, from the previous fiscal year to ¥1,884 billion in the fiscal year ended March 31, 2016. The increase was due mainly to foreign exchange gains—net of ¥114 billion compared to foreign exchange losses—net of ¥35 billion in the previous fiscal year and an increase in fees and commissions income of ¥27 billion, offset in part by a decrease in trading account gains—net of ¥131 billion and a decrease in investment gains—net of ¥7 billion.

Fee and commission

Fee and commission increased by ¥27 billion, or 3.8%, from the previous fiscal year to ¥743 billion in the fiscal year ended March 31, 2016. The increase was due mainly to an increase in fee and commission from deposits and lending business of ¥13 billion and an increase in fees for other customer services of ¥10 billion. The increase in fee and commission from deposits and lending business was due mainly to an increase in domestic lending transactions, and the increase in fees for other customer services was due mainly to an increase in fees related to derivative transactions.

We aim to develop into a Financial Services Consulting Group both in Japan and overseas by using our group strengths to provide customers with financial solutions, improving our presence in targeted business areas and obtaining additional financial transaction business. We are pursuing deepened collaboration among banking, trust, securities and asset management functions to strengthen fee businesses and to increase and enhance non-interest income. We seek to realize customer needs and observe fiduciary duties at the highest level and utilize our strength as a group and support the “shift from savings to investment” and contribute to the invigoration of individuals’ financial assets. We also aim to minimize the negative impact from the negative interest rate policy of the Bank of Japan on income by strengthening non-interest income through measures such as strengthening investment products sales by capturing the ongoing flow from savings to investments among retail customers.

Foreign exchange gains (losses)—net

Foreign exchange gains (losses)—net was a gain of ¥114 billion in the fiscal year ended March 31, 2016 compared to a loss of ¥35 billion in the previous fiscal year. The change was due mainly to fluctuations in foreign exchange rates in the fiscal year ended March 31, 2016.

Trading account gains (losses)—net

Trading account gains (losses)—net decreased by ¥131 billion, or 19.0%, from the previous fiscal year to ¥559 billion in the fiscal year ended March 31, 2016. The decrease was due mainly to a decrease in gains related to changes in the fair value of foreign currency-denominated securities for which the fair value option was elected, reflecting a decrease in foreign currency-denominated bonds due to sales and redemptions and the effect of a lower decline in long-term interest rates than in the previous fiscal year, and a decrease in gains related to changes in the fair value of domestic equity securities reflecting declines in stock market prices, especially in our

consolidated investment funds, offset in part by an increase in gains related to changes in the fair value of derivative financial instruments used to hedge market risks, mainly interest rate risks, that are not eligible for hedge accounting under U.S. GAAP.

Investment gains (losses)—net

Investment gains—net decreased by ¥7 billion, or 2.6 %, from the previous fiscal year to ¥264 billion in the fiscal year ended March 31, 2016. The decrease was due mainly to a decrease in investment gains related to bonds of ¥38 billion, or 36.5 %, from the fiscal year ended March 31, 2015 to ¥66 billion in the fiscal year ended March 31, 2016, offset in part by an increase in investment gains related to equity securities of ¥29 billion, or 17.8%, from the fiscal year ended March 31, 2015 to ¥192 billion in the fiscal year ended March 31, 2016. The decrease in investment gains related to bonds was due mainly to a decrease in gains on sales of bonds in the fiscal year ended March 31, 2016, reflecting a decrease in the amount of bonds sold. The increase in investment gains related to equity securities was due mainly to an increase in gains on sales of investment account equity securities in the fiscal year ended March 31, 2016, reflecting our continued efforts to decrease our cross-shareholdings. We continue our reallocation of management resources to key strategies while mitigating the risk of stock price fluctuation.

Noninterest Expenses

The following table shows a breakdown of noninterest expenses for the fiscal years ended March 31, 2015, 2016 and 2017:


	Fiscal years ended March 31,
	2015			2016			2017
	(in billions of yen)
Salaries and employee benefits	¥	605		¥	634		¥	663
General and administrative expenses		530			548			571
Impairment of goodwill		—			6			—
Occupancy expenses		189			196			195
Fee and commission expenses		134			146			148
Provision (credit) for losses on off-balance-sheet instruments		(3	)		(16	)		19
Other noninterest expenses		184			143			161

Total noninterest expenses	¥	1,639		¥	1,657		¥	1,757

Fiscal Year Ended March 31, 2017 Compared to Fiscal Year Ended March 31, 2016

Noninterest expenses increased by ¥100 billion, or 6.0%, from the previous fiscal year to ¥1,757 billion in the fiscal year ended March 31, 2017. The increase was due mainly to provision for losses on off-balance-sheet instruments of ¥19 billion compared to credit for losses on off-balance-sheet instruments of ¥16 billion in the previous fiscal year, an increase in salaries and employee benefits of ¥29 billion and an increase in general and administrative expenses of ¥23 billion.

As the result of an increase in expenses associated with strategic investments and an increase in domestic salaries and employee benefits, our costs and expenses exceeded our plan for the fiscal year ended March 31, 2017. Going forward, we aim to promote further structural reform by strengthening cost competitiveness through fundamental structural reform such as reviewing branch strategies, improvements to achieve advanced and efficient operations utilizing technology, streamlining and optimizing the organization, and information systems structural reform.

Salaries and employee benefits

Salaries and employee benefits increased by ¥29 billion, or 4.6%, from the previous fiscal year to ¥663 billion in the fiscal year ended March 31, 2017 due mainly to an increase in personnel expenses and an increase in employee retirement benefit expenses. The increase in personnel expenses was due mainly to an increase in domestic personnel expenses. The increase in employee retirement benefit expenses was due mainly to an increase in the amortization of net actuarial losses. Additional information regarding pension and other employee benefit plans is included in note 21 to our consolidated financial statements included elsewhere in this annual report.

Provision (credit) for losses on off-balance-sheet instruments

Provision (credit) for losses on off-balance-sheet instruments was a provision of ¥19 billion in the fiscal year ended March 31, 2017 compared to a credit of ¥16 billion in the previous fiscal year. The change was due mainly to an increase in allowance for losses on guarantees.

Fiscal Year Ended March 31, 2016 Compared to Fiscal Year Ended March 31, 2015

Noninterest expenses increased by ¥18 billion, or 1.1%, from the previous fiscal year to ¥1,657 billion in the fiscal year ended March 31, 2016. The increase was due mainly to an increase in salaries and employee benefit expenses of ¥29 billion, offset in part by an increase in credit for losses on off-balance-sheet instruments of ¥13 billion.

Our costs and expenses were generally flat, compared with the previous fiscal year. Going forward, we aim to absorb an expected increase in expenses associated with forward looking strategic investments and next-generation IT systems through the realization of investment effects and cost structure reform impacts as well as pursuit of operational efficiencies. In pursuit of operational efficiencies, we aim to improve productivity and eliminate waste thereby securing necessary resources to further generate added value for our customers, and enhance operations by allocating management resources to further improve cost competitiveness.

Salaries and employee benefits

Salaries and employee benefits increased by ¥29 billion, or 4.8%, from the previous fiscal year to ¥634 billion in the fiscal year ended March 31, 2016 due mainly to an increase in personnel expenses, offset in part by a decrease in employee retirement benefit expenses. The increase in personnel expenses was due mainly to an increase in overseas personnel expenses, including strategic expenses related to overseas expansion. The increase in strategic expenses related to overseas expansion was absorbed by strict cost control and fluctuations in exchange rates. The decrease in employee retirement benefit expenses was due mainly to a decrease in the amortization of net actuarial loss, which primarily reflects past recoveries of the fair value of plan assets.

Provision (credit) for losses on off-balance-sheet instruments

Credit for losses on off-balance-sheet instruments increased by ¥13 billion from the previous fiscal year to ¥16 billion in the fiscal year ended March 31, 2016 due mainly to a decrease in allowance for losses on guarantees and reimbursement of debentures.

Income Tax Expense

The following table shows the components of income tax expense (benefit) for the fiscal years ended March 31, 2015, 2016 and 2017:


	Fiscal years ended March 31,
	2015			2016			2017
	(in billions of yen)
Current:
Domestic	¥	184		¥	163		¥	130
Foreign		72			61			68

Total current tax expense		256			224			198
Deferred:
Domestic		187			127			(100	)
Foreign		(5	)		(4	)		(7	)

Total deferred tax expense (benefit)		182			123			(107	)

Total income tax expense	¥	438		¥	347		¥	91

Fiscal Year Ended March 31, 2017 Compared to Fiscal Year Ended March 31, 2016

Income tax expense decreased by ¥256 billion, or 73.8%, from the previous fiscal year to ¥91 billion in the fiscal year ended March 31, 2017, due to a decrease in current tax expense of ¥26 billion and deferred tax benefit of ¥107 billion compared to deferred tax expense of ¥123 billion in the previous fiscal year. The decrease in current tax expense was due mainly to a decrease in the taxable income of a principal banking subsidiary. The change in deferred tax expense (benefit) was due mainly to an increase in deferred tax assets in principal banking subsidiaries and an increase in deferred tax assets related to security subsidiary’s net operating loss carryforwards resulting mainly from organizational restructuring of certain foreign security subsidiaries in the fiscal year ended March 31, 2017.

We consider the sales of available-for-sale securities to be a qualifying tax-planning strategy that is a possible source of future taxable income to the extent necessary in the future mainly with respect to our principal banking subsidiaries in Japan. The reliance on this tax-planning strategy of our subsidiaries in Japan was increased from at immaterial levels to approximately one-third of overall deferred tax assets during the fiscal year ended March 31, 2017.

Fiscal Year Ended March 31, 2016 Compared to Fiscal Year Ended March 31, 2015

Income tax expense decreased by ¥91 billion, or 20.8%, from the previous fiscal year to ¥347 billion in the fiscal year ended March 31, 2016, due to a decrease in current tax expense of ¥32 billion and a decrease in deferred tax expense of ¥59 billion. The decrease in current tax expense was due mainly to a decrease in the taxable income of a principal banking subsidiary. The decrease in deferred tax expense was due mainly to decreases in the temporary differences of our principal banking subsidiaries.

We consider the sales of available-for-sale securities to be a qualifying tax-planning strategy that is a possible source of future taxable income to the extent necessary in the future mainly with respect to our principal banking subsidiaries in Japan. The reliance on this tax-planning strategy of our subsidiaries in Japan was at immaterial levels of overall deferred tax assets at both March 31, 2015 and March 31, 2016, while the reliance was reduced from approximately one-fifth to immaterial levels of overall deferred tax assets during the fiscal year ended March 31, 2015.

The following table shows components of deferred tax assets (liabilities) as of March 31, 2015, 2016 and 2017:


	As of March 31,
	2015			2016			2017
	(in billions of yen)
Deferred tax assets:
Investments	¥	576		¥	522		¥	498
Allowance for loan losses		225			179			184
Trading securities		—			—			31
Derivative financial instruments		9			—			14
Premises and equipment		—			—			4
Net operating loss carryforwards		392			342			452
Other		198			170			190

Gross deferred tax assets		1,400			1,213			1,373

Valuation allowance		(389	)		(340	)		(438	)

Deferred tax assets, net of valuation allowance		1,011			873			935
Deferred tax liabilities:
Available-for-sale securities		910			711			724
Prepaid pension cost and accrued pension liabilities		218			175			195
Undistributed earnings of subsidiaries		28			12			17
Derivative financial instruments		—			57			—
Trading securities		39			23			—
Premises and equipment		3			1			—
Other		49			39			75

Gross deferred tax liabilities		1,247			1,018			1,011

Net deferred tax assets (liabilities)	¥	(236	)	¥	(145	)	¥	(76	)

Net Income (Loss) Attributable to Noncontrolling Interests

Fiscal Year Ended March 31, 2017 Compared to Fiscal Year Ended March 31, 2016

Net income (loss) attributable to noncontrolling interests increased by ¥27 billion from the previous fiscal year to ¥27 billion in the fiscal year ended March 31, 2017.

Fiscal Year Ended March 31, 2016 Compared to Fiscal Year Ended March 31, 2015

Net income (loss) attributable to noncontrolling interests decreased by ¥27 billion from the previous fiscal year to ¥0 billion in the fiscal year ended March 31, 2016. The decrease was due mainly to deconsolidation of certain investment funds.

Net Income Attributable to MHFG Shareholders

Fiscal Year Ended March 31, 2017 Compared to Fiscal Year Ended March 31, 2016

As a result of the foregoing, net income attributable to MHFG shareholders decreased by ¥488 billion, or 57.4%, from the previous fiscal year to ¥362 billion in the fiscal year ended March 31, 2017.

Fiscal Year Ended March 31, 2016 Compared to Fiscal Year Ended March 31, 2015

As a result of the foregoing, net income attributable to MHFG shareholders increased by ¥47 billion, or 5.9%, from the previous fiscal year to ¥850 billion in the fiscal year ended March 31, 2016.

Business Segments Analysis

We have introduced an in-house company system based on our diverse customer segments as of April 2016. The aim of this system is to leverage our strengths and competitive advantage, which is the seamless integration of our banking, trust and securities functions under a holding company structure, to speedily provide high-quality financial services that closely match customer needs.

Specifically, the company system is classified into the following five in-house companies, each based on a customer segment: the Retail & Business Banking Company, the Corporate & Institutional Company, the Global Corporate Company, the Global Markets Company, and the Asset Management Company. We regard these customer segments as our operating segments.

In line with the aforementioned system, the reportable segments have been changed from those based on the relevant principal consolidated subsidiaries to the five in-house companies.

For a brief description of our each business segment, see note 32 to our consolidated financial statements included elsewhere in this annual report.

Results of Operations by Business Segment

Consolidated Results of Operations

Consolidated gross profits for the fiscal year ended March 31, 2017 were ¥2,092.7 billion, a decrease of ¥128.9 billion compared to the fiscal year ended March 31, 2016. Consolidated general and administrative expenses for the fiscal year ended March 31, 2017 were ¥1,420.5 billion, an increase of ¥75.5 billion compared to the fiscal year ended March 31, 2016. Consolidated net business profits for the fiscal year ended March 31, 2017 were ¥663.4 billion, a decrease of ¥189.5 billion compared to the fiscal year ended March 31, 2016.


	Mizuho Financial Group (Consolidated)
Fiscal year ended March 31, 2016⁽¹⁾:	Retail & Business Banking Company			Corporate & Institutional Company		Global Corporate Company		Global Markets Company		Asset Management Company		Others⁽³⁾			Total
	(in billions of yen)

Gross profits	¥	676.4		¥	434.9	¥	403.8	¥	577.7	¥	52.1	¥	76.7		¥	2,221.6
General and administrative expenses		661.2			183.2		232.7		178.9		30.1		58.9			1,345.0
Others		—			—		—		—		—		(23.7	)		(23.7	)

Net business profits (losses)⁽²⁾	¥	15.2		¥	251.7	¥	171.1	¥	398.8	¥	22.0	¥	(5.9	)	¥	852.9


	Mizuho Financial Group (Consolidated)
Fiscal year ended March 31, 2017:	Retail & Business Banking Company			Corporate & Institutional Company		Global Corporate Company		Global Markets Company		Asset Management Company		Others⁽³⁾			Total
	(in billions of yen)

Gross profits	¥	646.1		¥	445.1	¥	386.5	¥	539.4	¥	49.6	¥	26.0		¥	2,092.7
General and administrative expenses		678.3			186.7		237.8		200.9		29.3		87.5			1,420.5
Others		—			—		—		—		—		(8.8	)		(8.8	)

Net business profits (losses)⁽²⁾	¥	(32.2	)	¥	258.4	¥	148.7	¥	338.5	¥	20.3	¥	(70.3	)	¥	663.4

Notes:

(1)	Following the introduction of an in-house company system based on customer segments in April 2016, segment information for the fiscal year ended March 31, 2016 was restated to reflect the relevant changes as transaction data on a

customer segment basis had been maintained. Due to such data not being available, it is impracticable to restate segment information for the fiscal year ended March 31, 2015.

(2)

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) less general and administrative expenses. Measurement of net business profits is required for regulatory reporting to the Financial Services Agency.

(3)	“Others” includes items which should be eliminated as internal transactions between each segment on a consolidated basis.

Before the introduction of the in-house company system, business segment information was disclosed based on the relevant principal consolidated subsidiaries such as Mizuho Bank, Mizuho Trust & Banking, and Mizuho Securities. Segment information based on the relevant principal consolidated subsidiaries for the fiscal years ended March 31, 2015, 2016 and 2017 is as follows:


	Mizuho Bank (Consolidated)																							Mizuho Trust& Banking (Consolidated)			Mizuho Securities (Consolidated)		Others			Mizuho Financial Group (Consolidated)
				Mizuho Bank (Non-consolidated)																	Others
Fiscal year ended March 31, 2015⁽¹⁾⁽²⁾:	Total			Total		Personal Banking (a)		Retail Banking (b)		Corporate Banking (Large Corporations) (c)		Corporate Banking (d)		Financial Institutions & Public Sector Business (e)		Inter- national Banking (f)		Trading and others (g)			(h)			(i)			(j)		(k)			Total
	(in billions of yen)

Gross profits:
Net interest income	¥	1,087.3		¥	934.9	¥	213.4	¥	77.6	¥	179.5	¥	99.6	¥	33.3	¥	147.1	¥	184.4		¥	152.4		¥	39.4		¥	1.8	¥	0.9		¥	1,129.4
Net noninterest income		598.4			560.6		48.7		53.7		128.0		79.8		27.4		164.9		58.1			37.8			122.6			335.8		61.5			1,118.3

Total		1,685.7			1,495.5		262.1		131.3		307.5		179.4		60.7		312.0		242.5			190.2			162.0			337.6		62.4			2,247.7
General and administrative expenses		904.7			833.7		233.5		118.4		94.4		76.5		30.3		92.6		188.0			71.0			94.5			268.0		54.0			1,321.2
Others		(43.2	)		—		—		—		—		—		—		—		—			(43.2	)		(3.7	)		—		(2.7	)		(49.6	)

Net business profits⁽³⁾	¥	737.8		¥	661.8	¥	28.6	¥	12.9	¥	213.1	¥	102.9	¥	30.4	¥	219.4	¥	54.5		¥	76.0		¥	63.8		¥	69.6	¥	5.7		¥	876.9


	Mizuho Bank (Consolidated)																							Mizuho Trust& Banking (Consolidated)			Mizuho Securities (Consolidated)		Others			Mizuho Financial Group (Consolidated)
				Mizuho Bank (Non-consolidated)																	Others
Fiscal year ended March 31, 2016⁽²⁾:	Total			Total		Personal Banking (a)		Retail Banking (b)		Corporate Banking (Large Corporations) (c)		Corporate Banking (d)		Financial Institutions & Public Sector Business (e)		Inter- national Banking (f)		Trading and others (g)			(h)			(i)			(j)		(k)			Total
	(in billions of yen)

Gross profits:
Net interest income	¥	959.4		¥	830.1	¥	214.8	¥	75.7	¥	173.0	¥	97.5	¥	32.5	¥	175.5	¥	61.1		¥	129.3		¥	36.1		¥	5.4	¥	2.8		¥	1,003.7
Net noninterest income		675.3			633.7		45.0		53.1		143.7		77.5		31.8		185.1		97.5			41.6			130.7			343.8		68.1			1,217.9

Total		1,634.7			1,463.8		259.8		128.8		316.7		175.0		64.3		360.6		158.6			170.9			166.8			349.2		70.9			2,221.6
General and administrative expenses		903.3			833.3		234.4		118.6		91.9		75.2		29.8		122.1		161.3			70.0			99.1			279.3		63.3			1,345.0
Others		(22.1	)		—		—		—		—		—		—		—		—			(22.1	)		(4.2	)		—		2.5			(23.8	)

Net business profits (losses)⁽³⁾	¥	709.3		¥	630.5	¥	25.4	¥	10.2	¥	224.8	¥	99.8	¥	34.5	¥	238.5	¥	(2.7	)	¥	78.8		¥	63.5		¥	69.9	¥	10.1		¥	852.8


	Mizuho Bank (Consolidated)								Mizuho Trust & Banking (Consolidated)			Mizuho Securities (Consolidated)			Others		Mizuho Financial Group (Consolidated)
				Mizuho Bank (Non-consolidated)		Others
Fiscal year ended March 31, 2017⁽²⁾⁽⁴⁾:	Total			(a)-(g) Total		(h)			(i)			(j)			(k)		Total
	(in billions of yen)

Gross profits:
Net interest income (expense)	¥	836.5		¥	719.8	¥	116.7		¥	30.2		¥	(1.5	)	¥	2.6	¥	867.8
Net noninterest income		686.7			600.6		86.1			121.8			333.1			83.3		1,224.9

Total		1,523.2			1,320.4		202.8			152.0			331.6			85.9		2,092.7
General and administrative expenses		982.7			866.6		116.1			101.6			257.5			78.7		1,420.5
Others		(8.7	)		—		(8.7	)		(5.2	)		0.1			5.0		(8.8	)

Net business profits⁽³⁾	¥	531.8		¥	453.8	¥	78.0		¥	45.2		¥	74.2		¥	12.2	¥	663.4

Notes:

(1)	Beginning on April 1, 2015, new allocation methods have been applied to the calculation of “Gross profits” and “General and administrative expenses” for reportable segments of Mizuho Bank. Figures for the fiscal year ended March 31, 2015 have been restated for the new allocation methods.

(2)	“Others (h)” and “Others (k)” include the elimination of transactions between consolidated subsidiaries.

(3)

(4)	Segment information based on the relevant principal consolidated subsidiaries for the fiscal year ended March 31, 2017 is presented for comparability purposes. Due to system limitations, it is impracticable to present the details of Mizuho Bank (Non-consolidated).

Fiscal Year Ended March 31, 2017 Compared to Fiscal Year Ended March 31, 2016

Retail & Business Banking Company

Gross profits for the fiscal year ended March 31, 2017 were ¥646.1 billion, a decrease of ¥30.3 billion, or 4.5%, compared to the fiscal year ended March 31, 2016. The decrease was attributable mainly to a decrease of net interest income as a result of the effects of the negative interest rate policy in Japan and a decrease in income related to investment products.

General and administrative expenses for the fiscal year ended March 31, 2017 increased by ¥17.1 billion, or 2.6%, compared to the fiscal year ended March 31, 2016 to ¥678.3 billion. The increase was attributable mainly to an increase in personnel expenses, including employee retirement benefit expenses.

As a result, we recorded net business losses of ¥32.2 billion for the fiscal year ended March 31, 2017 compared to net business profits of ¥15.2 billion for the fiscal year ended March 31, 2016.

Corporate & Institutional Company

Gross profits for the fiscal year ended March 31, 2017 were ¥445.1 billion, an increase of ¥10.2 billion, or 2.3%, compared to the fiscal year ended March 31, 2016. The increase was attributable mainly to an increase in non-interest income, reflecting an improvement in our solution-related business.

General and administrative expenses for the fiscal year ended March 31, 2017 increased by ¥3.5 billion, or 1.9%, compared to the fiscal year ended March 31, 2016 to ¥186.7 billion.

As a result, net business profits for the fiscal year ended March 31, 2017 increased by ¥6.7 billion, or 2.7%, compared to the fiscal year ended March 31, 2016 to ¥258.4 billion.

Global Corporate Company

Gross profits for the fiscal year ended March 31, 2017 were ¥386.5 billion, a decrease of ¥17.3 billion, or 4.3%, compared to the fiscal year ended March 31, 2016. The decrease was attributable mainly to the appreciation of the yen against the dollar and other major currencies and the slowdown in business related to non-Japanese customers in Asia, which reflected regional economic trends.

General and administrative expenses for the fiscal year ended March 31, 2017 increased by ¥5.1 billion, or 2.2%, compared to the fiscal year ended March 31, 2016 to ¥237.8 billion. The increase was attributable mainly to an increase in premiums for deposit insurance of foreign branches of Mizuho Bank.

As a result, net business profits for the fiscal year ended March 31, 2017 decreased by ¥22.4 billion, or 13.1%, compared to the fiscal year ended March 31, 2016 to ¥148.7 billion.

Global Markets Company

Gross profits for the fiscal year ended March 31, 2017 were ¥539.4 billion, a decrease of ¥38.3 billion, or 6.6%, compared to the fiscal year ended March 31, 2016. The decrease was attributable mainly to the decrease in income related to the selling of foreign bonds under a volatile market environment.

General and administrative expenses for the fiscal year ended March 31, 2017 increased by ¥22.0 billion, or 12.3%, compared to the fiscal year ended March 31, 2016 to ¥200.9 billion.

As a result, net business profits for the fiscal year ended March 31, 2017 decreased by ¥60.3 billion, or 15.1%, compared to the fiscal year ended March 31, 2016 to ¥338.5 billion.

Asset Management Company

Gross profits for the fiscal year ended March 31, 2017 were ¥49.6 billion, a decrease of ¥2.5 billion, or 4.8%, compared to the fiscal year ended March 31, 2016. The decrease was attributable mainly to the sluggish growth of assets under management, reflecting weakness in market conditions.

General and administrative expenses for the fiscal year ended March 31, 2017 decreased by ¥0.8 billion, or 2.7%, compared to the fiscal year ended March 31, 2016 to ¥29.3 billion.

As a result, net business profits for the fiscal year ended March 31, 2017 decreased by ¥1.7 billion, or 7.7%, compared to the fiscal year ended March 31, 2016 to ¥20.3 billion.

Fiscal Year Ended March 31, 2016 Compared to Fiscal Year Ended March 31, 2015

Mizuho Bank

Gross profits for the fiscal year ended March 31, 2016 were ¥1,463.8 billion, a decrease of ¥31.7 billion, or 2.1%, compared to the fiscal year ended March 31, 2015. The decrease was attributable mainly to a decrease in income from trading and others due mainly to the appreciation of the yen against the dollar and other major currencies. This decrease was offset in part by increases in gross profits related to our customer groups due to an increase in income mainly in the Americas in international banking and noninterest income from derivative transactions in corporate banking (large corporations).

General and administrative expenses for the fiscal year ended March 31, 2016 decreased by ¥0.4 billion, or 0.0%, compared to the fiscal year ended March 31, 2015 to ¥833.3 billion. The decrease was due mainly to the effects of the appreciation of the yen against the dollar and other major currencies which were generally offset by an increase in strategic expenses related to overseas expansion.

As a result, net business profits for the fiscal year ended March 31, 2016 decreased by ¥31.3 billion, or 4.7%, compared to the fiscal year ended March 31, 2015 to ¥630.5 billion.

Mizuho Trust & Banking

Gross profits for the fiscal year ended March 31, 2016 were ¥166.8 billion, an increase of ¥4.8 billion, or 3.0%, compared to the fiscal year ended March 31, 2015. The increase was attributable to an increase in noninterest income due mainly to gains on sales of Japanese government bonds.

General and administrative expenses for the fiscal year ended March 31, 2016 increased by ¥4.6 billion, or 4.9%, compared to the fiscal year ended March 31, 2015 to ¥99.1 billion. The increase was attributable mainly to an increase in personnel expenses and tax expenses.

As a result mainly of the foregoing, net business profits for the fiscal year ended March 31, 2016 decreased by ¥0.3 billion, or 0.5%, compared to the fiscal year ended March 31, 2015 to ¥63.5 billion.

Mizuho Securities

Gross profits for the fiscal year ended March 31, 2016 were ¥349.2 billion, an increase of ¥11.6 billion, or 3.4%, compared to the fiscal year ended March 31, 2015. The increase was attributable mainly to an increase in trading income and fee and commission income related to underwriting and selling of equity securities and bonds, which reflected our involvement in large business transactions both inside and outside of Japan.

General and administrative expenses for the fiscal year ended March 31, 2016 increased by ¥11.3 billion, or 4.2%, compared to the fiscal year ended March 31, 2015 to ¥279.3 billion. The increase was due mainly to an increase in personnel expenses and information technology systems-related costs.

As a result, net business profits for the fiscal year ended March 31, 2016 increased by ¥0.3 billion, or 0.4%, compared to the fiscal year ended March 31, 2015 to ¥69.9 billion.

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 of Japan. However, as our operations are highly integrated globally, we have made estimates and assumptions for the allocation of assets, liabilities, income and expenses among the geographic areas.


			Americas
	Japan		United States		Others		Europe		Asia/Oceania excluding Japan, and others		Total
	(in billions of yen)
Fiscal year ended March 31, 2015:
Total revenue⁽¹⁾	¥	2,397	¥	324	¥	102	¥	212	¥	224	¥	3,259
Total expenses⁽²⁾		1,460		211		24		134		162		1,991

Income before income tax expense		937		113		78		78		62		1,268

Net income	¥	566	¥	80	¥	76	¥	74	¥	34	¥	830

Total assets at end of fiscal year	¥	127,467	¥	31,075	¥	4,871	¥	10,881	¥	15,820	¥	190,114
Fiscal year ended March 31, 2016:
Total revenue⁽¹⁾	¥	2,288	¥	434	¥	46	¥	188	¥	428	¥	3,384
Total expenses⁽²⁾		1,534		282		29		126		216		2,187

Income before income tax expense		754		152		17		62		212		1,197

Net income	¥	465	¥	137	¥	15	¥	51	¥	182	¥	850

Total assets at end of fiscal year	¥	133,156	¥	28,985	¥	4,228	¥	11,617	¥	15,824	¥	193,810
Fiscal year ended March 31, 2017:
Total revenue⁽¹⁾	¥	1,748	¥	500	¥	70	¥	191	¥	368	¥	2,877
Total expenses⁽²⁾		1,712		303		29		136		216		2,396

Income before income tax expense		36		197		41		55		152		481

Net income	¥	6	¥	168	¥	39	¥	39	¥	137	¥	389

Total assets at end of fiscal year	¥	138,832	¥	30,262	¥	4,203	¥	10,629	¥	16,530	¥	200,456

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, 2017 Compared to Fiscal Year Ended March 31, 2016

In the fiscal year ended March 31, 2017, 1.6% of our net income was derived from Japan, 43.2% from the United States, 10.0% from the Americas excluding the United States, 10.0% from Europe and 35.2% from Asia/Oceania excluding Japan, and others. At March 31, 2017, 69.3% of total assets were allocated to Japan, 15.1% to the United States, 2.1% to the Americas excluding the United States, 5.3% to Europe and 8.2% to Asia/Oceania excluding Japan, and others.

In Japan, total revenue decreased by ¥540 billion from the previous fiscal year due primarily to a decrease in trading account gains—net. The decrease in trading account gains—net was due mainly to a decrease in gains

related to changes in the fair value of derivative financial instruments with interest rate swap received/fixed and paid/floating, which resulted from increases in market interest rates. Total expenses increased by ¥178 billion from the previous fiscal year due mainly to an increase in provision for loan losses. In addition, income tax expense decreased by ¥259 billion from the previous fiscal year to ¥30 billion in the fiscal year ended March 31, 2017, reflecting the decline in taxable income. As a result, net income in Japan decreased by ¥459 billion. Total assets in Japan increased by ¥5,676 billion due primarily to increases in interest-bearing deposits in other banks and domestic loans, offset in part by a decrease in investment securities.

In the United States, total revenue increased by ¥66 billion due primarily to increases in interest income from loans, resale agreements and securities lending transactions. The increase in interest income from loans and resale agreements was due mainly to an increase in market interest rates. Total expenses increased by ¥21 billion due mainly to increases in expenses on payables under resale agreements and securities lending transactions and deposits, offset in part by a decrease in provision for loan losses. As a result, net income in the United States increased by ¥31 billion. Total assets in the United States increased by ¥1,277 billion due primarily to an increase in interest bearing deposits.

In the Americas excluding the United States, total revenue increased by ¥24 billion due primarily to an increase in other noninterest income, including foreign exchange gains (losses)—net while total expenses were flat. As a result, net income in the Americas excluding the United States increased by ¥24 billion. Total assets in the Americas excluding the United States decreased by ¥25 billion due primarily to a decrease in loans.

In Europe, total revenue increased by ¥3 billion due primarily to increases in interest from loans and trading account assets, offset in part by a decrease in other noninterest income including foreign exchange gains (losses)—net. Total expenses increased by ¥10 billion due mainly to an increase in expenses on deposits. As a result, net income in Europe decreased by ¥12 billion. Total assets in Europe decreased by ¥988 billion due primarily to a decrease in trading account assets, offset in part by an increase in interest bearing deposits in other banks.

In Asia/Oceania excluding Japan, and others, total revenue decreased by ¥60 billion due primarily to a decrease in other noninterest income, including foreign exchange gains (losses)—net while total expenses were flat. As a result, net income in Asia/Oceania excluding Japan, and others decreased by ¥45 billion. Total assets in Asia/Oceania excluding Japan, and others increased by ¥706 billion due primarily to an increase in interest bearing deposits in other banks.

Fiscal Year Ended March 31, 2016 Compared to Fiscal Year Ended March 31, 2015

In the fiscal year ended March 31, 2016, 54.7% of our net income was derived from Japan, 16.1% from the United States, 1.8% from the Americas excluding the United States, 6.0% from Europe and 21.4% from Asia/Oceania excluding Japan, and others. At March 31, 2016, 68.7% of total assets were allocated to Japan, 14.9% to the United States, 2.2% to the Americas excluding the United States, 6.0% to Europe and 8.2% to Asia/Oceania excluding Japan, and others.

In Japan, total revenue decreased by ¥109 billion from the previous fiscal year due primarily to a decrease in trading account gains—net, and to a decrease in interest and dividend income. The decrease in trading account gains—net was due mainly to a decrease in gains related to changes in the fair value of foreign currency-denominated securities for which the fair value option was elected, reflecting a decrease in the balance of foreign currency-denominated bonds due to sales and redemptions and the effect of a lower decline in long-term interest rates than in the previous fiscal year, offset in part by an increase in gains related to changes in the fair value of derivative financial instruments used to hedge market risks, mainly interest rate risks, that are not eligible for hedge accounting under U.S. GAAP. The decrease in interest and dividend income was due mainly to a decrease in interest income from domestic loans and investments, which in turn was due mainly to a decrease in the average balance as well as a decrease in the average yield. Total expenses increased by ¥74 billion from the

previous fiscal year due mainly to a decrease in credit for loan losses. In addition, income tax expense decreased by ¥82 billion from the previous fiscal year to ¥289 billion in the fiscal year ended March 31, 2016. As a result, net income in Japan decreased by ¥101 billion. Total assets in Japan increased by ¥5,689 billion due primarily to an increase in interest-bearing deposits in other banks, offset in part by a decrease in investment securities.

In the United States, total revenue increased by ¥110 billion due primarily to increases in interest and dividend income and fee and commission. The increase in interest and dividend income was due mainly to an increase in interest income from loans, which in turn was due mainly to an increase in the average balance. The increase in fee and commission was due mainly to an increase in fees related to loan related business. Total expenses increased by ¥71 billion due mainly to increases in provision for loan losses, interest expense on payables under repurchase agreements and securities lending transactions and salaries and employee benefits. As a result, net income in the United States increased by ¥57 billion. Total assets in the United States decreased by ¥2,090 billion due primarily to a decrease in trading account assets.

In the Americas excluding the United States, total revenue decreased by ¥56 billion due primarily to a decrease in trading account gains—net. Total expenses increased by ¥5 billion due mainly to an increase in impairment of goodwill. As a result, net income in the Americas excluding the United States decreased by ¥61 billion. Total assets in the Americas excluding the United States decreased by ¥643 billion due primarily to a decrease in other assets.

In Europe, total revenue decreased by ¥24 billion due primarily to decreases in investment gains—net and interest income from trading account assets, offset in part by increases in fee and commission and interest income from loans. Total expenses decreased by ¥8 billion due mainly to a decrease in other noninterest expenses. As a result, net income in Europe decreased by ¥23 billion. Total assets in Europe increased by ¥736 billion due primarily to an increase in loans, offset in part by a decrease in interest-bearing deposits in other banks.

In Asia/Oceania excluding Japan, and others, total revenue increased by ¥204 billion due primarily to an increase in other noninterest income including foreign exchange gains (losses)—net. Total expenses increased by ¥54 billion due mainly to increases in interest expense on interest-bearing deposits in other banks, and salaries and employee benefits. As a result, net income in Asia/Oceania excluding Japan, and others increased by ¥148 billion. Total assets in Asia/Oceania excluding Japan, and others increased by ¥4 billion due primarily to increases in trading account assets and investment securities, offset in part by a decrease in loans.

Financial Condition

Assets

Our assets as of March 31, 2016 and 2017 were as follows:


	As of March 31,						Increase (decrease)
	2016			2017			Increase (decrease)
	(in billions of yen)
Cash and due from banks	¥	1,323		¥	1,592		¥	269
Interest-bearing deposits in other banks		35,327			45,995			10,668
Call loans and funds sold		894			1,038			144
Receivables under resale agreements		7,806			8,968			1,162
Receivables under securities borrowing transactions		3,407			3,350			(57	)
Trading account assets		30,021			24,998			(5,023	)
Investments		30,885			24,969			(5,916	)
Loans		77,555			82,284			4,729
Allowance for loan losses		(451	)		(480	)		(29	)

Loans, net of allowance		77,104			81,804			4,700
Premises and equipment—net		1,838			2,041			203
Due from customers on acceptances		110			184			74
Accrued income		273			271			(2	)
Goodwill		19			95			76
Intangible assets		49			94			45
Deferred tax assets		57			64			7
Other assets		4,697			4,993			296

Total assets	¥	193,810		¥	200,456		¥	6,646

Total assets increased by ¥6,646 billion from March 31, 2016 to ¥200,456 billion as of March 31, 2017. This increase was due mainly to an increase of ¥10,668 billion in interest-bearing deposits in other banks and an increase of ¥4,700 billion in loans, net of allowance, offset in part by a decrease of ¥5,916 billion in investments and a decrease of ¥5,023 billion in trading account assets.

Loans

Loans outstanding

The following table shows our loans outstanding as of March 31, 2016 and 2017 based on classifications by domicile and industry segment:


	As of March 31,										Increase (decrease)
	2016					2017					Increase (decrease)
	(in billions of yen, except percentages)
Domestic:
Manufacturing	¥	8,345		10.7	%	¥	8,741		10.6	%	¥	396		(0.1	)%
Construction and real estate		7,734		9.9			7,654		9.3			(80	)	(0.6	)
Services		4,656		6.0			4,759		5.8			103		(0.2	)
Wholesale and retail		5,409		7.0			5,142		6.2			(267	)	(0.8	)
Transportation and communications		3,268		4.2			3,491		4.2			223		—
Banks and other financial institutions		3,632		4.7			4,006		4.9			374		0.2
Government and public institutions		3,395		4.4			8,532		10.3			5,137		5.9
Other industries⁽¹⁾		4,619		5.9			4,427		5.4			(192	)	(0.5	)
Individuals		11,514		14.8			10,905		13.2			(609	)	(1.6	)
Mortgage loans		10,590		13.6			9,965		12.1			(625	)	(1.5	)
Other		924		1.2			940		1.1			16		(0.1	)

Total domestic		52,572		67.6			57,657		69.9			5,085		2.3
Foreign:
Commercial and industrial		17,320		22.3			16,872		20.5			(448	)	(1.8	)
Banks and other financial institutions		6,382		8.2			6,760		8.2			378		—
Government and public institutions		1,175		1.5			960		1.2			(215	)	(0.3	)
Other⁽¹⁾		274		0.4			191		0.2			(83	)	(0.2	)

Total foreign		25,151		32.4			24,783		30.1			(368	)	(2.3	)

Subtotal		77,723		100.0	%		82,440		100.0	%		4,717		—

Less: Unearned income and deferred loan fees—net		(168	)				(156	)				12

Total loans before allowance for loan losses	¥	77,555				¥	82,284				¥	4,729

Note:

(1)	“Other industries” within domestic and “other” within foreign include trade receivables and lease receivables of consolidated variable interest entities.

Total loans before allowance for loan losses increased by ¥4,729 billion from March 31, 2016 to ¥82,284 billion as of March 31, 2017. Loans to domestic borrowers increased by ¥5,085 billion to ¥57,657 billion due mainly to an increase in loans to government and public institutions, offset in part by a decrease in mortgage loans for individuals.

Loans to foreign borrowers decreased by ¥368 billion from March 31, 2016 to ¥24,783 billion as of March 31, 2017. The decrease in loans to foreign borrowers was due mainly to decreases in loans to commercial and industrial, and government and public institutions.

Within our loan portfolio, the proportion of loans to domestic borrowers against gross total loans increased from 67.6% to 69.9% while that of loans to foreign borrowers against gross total loans decreased from 32.4% to 30.1%, and loans to foreign borrowers were regionally diversified.

Impaired Loans

General

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


Obligor category	Obligor rating	Definition
Normal	A	Obligors whose certainty of debt fulfillment is very high, hence their level of credit risk is very low.
	B	Obligors whose certainty of debt fulfillment poses no problems for the foreseeable future, and their level of credit risk is low.
	C	Obligors whose certainty of debt fulfillment and their level of credit risk pose no problems for the foreseeable future.
	D	Obligors whose current certainty of debt fulfillment poses no problems, however, their resistance to future economic environmental changes is low.
Watch⁽¹⁾	E1	Obligors that require observation going forward because of either minor concerns regarding their financial position, or their somewhat weak or unstable business conditions.
	E2	Obligors that require special observation going forward because of problems with their borrowings such as reduced or suspended interest payments, problems with debt fulfillment such as failure to make principal or interest payments, or problems with their financial position as a result of their weak or unstable business conditions.
Intensive control	F	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 other measures (including obligors that are receiving ongoing support from financial institutions).
Substantially bankrupt	G	Obligors that have not yet become legally or formally bankrupt but are substantially insolvent because they are in serious financial difficulties and are deemed to be incapable of being restructured.
Bankrupt	H	Obligors that have become legally or formally bankrupt.

Note:

(1)	Special attention obligors are watch obligors with debt in troubled debt restructuring or 90 days or more delinquent debt. Loans to such obligors are considered 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 loans. We classify loans to special attention, intensive control, substantially bankrupt and bankrupt obligors as impaired loans, and all of our impaired loans are designated as nonaccrual loans. We do not have any loans to borrowers that cause management to have serious doubts as to the ability of such borrowers to comply with the present loan repayment terms for the periods presented other than those already designated as impaired loans. See “Item 11. Quantitative and Qualitative 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 to adjust 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 conducted based on requests from borrowers that are in a weakened state that require some form of support. When confronted with the decision of whether to agree to business revitalization support, which includes forgiveness of debt (including debt to equity swaps), reductions in stated interest rates to below market levels and postponement of payment of principal and/or interest (other than insignificant extensions), we carefully consider whether it is beneficial 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 be able to restructure its business, (ii) the restructuring plan is appropriate and is economically rational from the viewpoint of minimizing Mizuho’s losses compared to other processes, (iii) both the management and shareholders of the obligor will clearly bear responsibility, and (iv) the allocation of losses among creditors is rational and highly justifiable. The triggers and factors that we review to identify restructured loans are modifications imposed by law or a court of law and alterations based on agreement with the borrower such as the reduction of the stated interest rate and forgiveness of debt (including debt to equity swaps), and we consider restructured loans, with respect to which concessions that it would not otherwise consider were granted to obligors in financial difficulty, as “troubled debt restructuring.” We consider the relevant obligor to be in financial difficulty when its rating based on our internal rating system is E2 or below. The types of concessions that we would not otherwise consider include the various forms of business revitalization support described above. 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., the borrower qualifies for a rating of D or above based on our internal rating system. Based on our historical experience, it typically takes approximately 1.5 years for the troubled debt restructuring loans in nonaccrual status to be returned to accrual status.

We determine whether restructured loans other than troubled debt restructurings are 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, 2017, the balance of restructurings that are troubled debt restructurings was ¥500 billion, and the balance of restructurings that are not troubled debt restructurings was ¥40 billion. Also, no charge-offs were recorded as a result of troubled debt restructurings that were made during the fiscal year ended March 31, 2017.

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 circumstances of the obligor in question. We do not have a policy that specifically limits the number of modifications that can be performed for a specific loan.

Balance of impaired loans

The following table shows our impaired loans as of March 31, 2016 and 2017 based on classifications by domicile and industry segment:


	As of March 31,										Increase (decrease)
	2016					2017					Increase (decrease)
	Impaired loans		Ratio to gross total loans by industry			Impaired loans		Ratio to gross total loans by industry			Impaired loans			Ratio to gross total loans by industry
	(in billions of yen, except percentages)
Domestic:
Manufacturing	¥	374		4.5	%	¥	379		4.3	%	¥	5			(0.2	)%
Construction and real estate		77		1.0			57		0.8			(20	)		(0.2	)
Services		66		1.4			66		1.4			—			—
Wholesale and retail		147		2.7			147		2.9			—			0.2
Transportation and communications		29		0.9			23		0.6			(6	)		(0.3	)
Banks and other financial institutions		3		0.1			6		0.2			3			0.1
Other industries		4		0.0			7		0.1			3			0.1
Individuals		123		1.1			105		1.0			(18	)		(0.1	)

Total domestic		823		1.6			790		1.4			(33	)		(0.2	)
Foreign		167		0.7			191		0.8			24			0.1

Total impaired loans	¥	990		1.3		¥	981		1.2		¥	(9	)		(0.1	)

Impaired loans decreased by ¥9 billion from March 31, 2016 to ¥981 billion as of March 31, 2017. Impaired loans to domestic borrowers decreased by ¥33 billion due primarily to a decrease in construction and real estate and individuals. Impaired loans to foreign borrowers increased by ¥24 billion due primarily to downgrades related to some borrowers, and the relative impact of foreign currency fluctuations on the increase was immaterial.

Reflecting the aforementioned change, the percentage of impaired loans within gross total loans decreased from 1.3% as of March 31, 2016 to 1.2% as of March 31, 2017 due to a decrease in impaired loans. The percentage of impaired loans net of allowance for loan losses to gross total loans net of allowance for loan losses decreased from 0.70% as of March 31, 2016 to 0.61% as of March 31, 2017 due to a decrease in impaired loans, whereas gross total loans and allowance for loan losses increased.

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 the allowance 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 small balance, homogeneous loans and for each credit rating category of corporate 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 historical data).

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 by grouping 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 the collateral if the loan is collateral dependent. The allowance for certain intensive control obligors is calculated by grouping the loans to such obligors and multiplying the amount of loans less estimated collateral value by the default ratio and average impairment ratio specific to this category.

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 the corresponding loan balance as of March 31, 2016 and 2017:


	As of March 31,						Increase (decrease)
	2016			2017			Increase (decrease)
	(in billions of yen, except percentages)
Allowance for loan losses on impaired loans⁽¹⁾ (A)	¥	289		¥	303		¥	14
Allowance for loan losses on non-impaired loans (B)		162			177			15

Total allowance for loan losses (C)		451			480			29

Impaired loans requiring an allowance for loan losses (D)		861			851			(10	)
Impaired loans not requiring an allowance for loan losses (E)		129			130			1
Non-impaired loans⁽²⁾ (F)		76,733			81,459			4,726

Gross total loans (G)	¥	77,723		¥	82,440		¥	4,717

Percentage of allowance for loan losses on impaired loans against the balance of impaired loans requiring an allowance (A)/(D) x100		33.59	%		35.55	%		1.96	%
Percentage of allowance for loan losses on non-impaired loans against the balance of non-impaired loans (B)/(F) x100		0.21			0.22			0.01
Percentage of total allowance for loan losses against gross total loans (C)/(G) x100		0.58			0.58			—

Notes:

(1)

The allowance for loan losses on impaired loans includes the allowance for groups of small balance, homogeneous loans totaling ¥348 billion and ¥302 billion as of March 31, 2016 and 2017 which were collectively evaluated for impairment, in addition to the allowance for those loans 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.

Allowance for loan losses increased by ¥29 billion from March 31, 2016 to ¥480 billion as of March 31, 2017 due to increases in allowance for loan losses on both impaired loans and non-impaired loans. As a result, the percentage of allowance for loan losses on impaired loans against the balance of impaired loans requiring an allowance increased by 1.96 percentage points to 35.55%, whereas the percentage of total allowance for loan losses against gross total loans and the percentage of allowance for loan losses on non-impaired loans against the balance of non-impaired loans were at the same level compared to that of March 31, 2016.

In the fiscal year ended March 31, 2017, impaired loans decreased by 0.9% due mainly to a decrease in domestic impaired loans. Allowance for loan losses on impaired loans increased by 4.6%.

The coverage ratio for impaired loans increased by 3.3% as of March 31, 2017 compared to the previous fiscal year. The increase was due to how impaired loans decreased while gross total loans and allowance for loan losses increased.

Provision (credit) for loan losses

The following table summarizes changes in our allowance for loan losses, including a breakdown of charge-offs and recoveries by domicile and industry segment, in the fiscal years ended March 31, 2016 and 2017:


	Fiscal years ended March 31,						Increase (decrease)
	2016			2017			Increase (decrease)
	(in billions of yen)
Allowance for loan losses at beginning of fiscal year	¥	520		¥	451		¥	(69	)
Provision (credit) for loan losses		35			38			3
Charge-offs:
Domestic:
Manufacturing		(37	)		(2	)		35
Construction and real estate		(2	)		(1	)		1
Services		(4	)		(3	)		1
Wholesale and retail		(14	)		(6	)		8
Transportation and communications		(5	)		(1	)		4
Individuals		(8	)		(7	)		1

Total domestic charge-offs		(70	)		(20	)		50
Foreign		(42	)		(11	)		31

Total charge-offs		(112	)		(31	)		81

Recoveries:
Domestic:
Manufacturing		2			1			(1	)
Construction and real estate		1			2			1
Services		2			1			(1	)
Wholesale and retail		8			5			(3	)
Transportation and communications		1			4			3
Individuals		2			3			1

Total domestic recoveries		16			16			—
Foreign		5			10			5

Total recoveries		21			26			5

Net charge-offs		(91	)		(5	)		86
Others⁽¹⁾		(13	)		(4	)		9

Balance at end of fiscal year	¥	451		¥	480		¥	29

Note:

(1)	“Others” includes primarily foreign exchange translation.

Charge-offs decreased by ¥81 billion from the previous fiscal year to ¥31 billion for the fiscal year ended March 31, 2017. The decrease was due to a decrease in charge-offs of domestic loans mainly in connection with the restructuring of certain domestic borrowers.

Investments

The majority of our investments are available-for-sale and held-to-maturity securities, which at March 31, 2016 and 2017 were as follows:


	As of March 31,														Increase (decrease)
	2016							2017							Increase (decrease)
	Amortized cost		Fair value		Net unrealized gains (losses)			Amortized cost		Fair value		Net unrealized gains (losses)			Amortized cost			Fair value			Net unrealized gains (losses)
	(in billions of yen)
Available-for-sale securities:
Debt securities	¥	21,516	¥	21,672	¥	156		¥	16,684	¥	16,756	¥	72		¥	(4,832	)	¥	(4,916	)	¥	(84	)
Japanese government bonds		15,672		15,763		91			10,257		10,263		6			(5,415	)		(5,500	)		(85	)
Other than Japanese government bonds		5,844		5,909		65			6,427		6,493		66			583			584			1
Equity securities (marketable)		1,664		3,781		2,117			1,530		3,801		2,271			(134	)		20			154

Total	¥	23,180	¥	25,453	¥	2,273		¥	18,214	¥	20,557	¥	2,343		¥	(4,966	)	¥	(4,896	)	¥	70

Held-to-maturity securities:
Debt securities:
Japanese government bonds		3,760		3,817		57			3,060		3,097		37			(700	)		(720	)		(20	)
Agency mortgage-backed securities		1,059		1,056		(3	)		757		750		(7	)		(302	)		(306	)		(4	)

Total	¥	4,819	¥	4,873	¥	54		¥	3,817	¥	3,847	¥	30		¥	(1,002	)	¥	(1,026	)	¥	(24	)

Available-for-sale securities measured at fair value decreased by ¥4,896 billion from March 31, 2016 to ¥20,557 billion at March 31, 2017. This decrease was due primarily to a decrease in Japanese government bonds due to the sales and redemptions as a result of our risk management activities related to our bond portfolio. Held-to-maturity securities measured at amortized cost decreased by ¥1,002 billion from March 31, 2016 to ¥3,817 billion at March 31, 2017. See note 4 to our consolidated financial statements included elsewhere in this annual report for details of other investments included within investments.

The amount of our funding through deposits significantly exceeds our total loans. As a result, we allocate a significant portion of such excess among investments in debt securities, including Japanese government bonds and investments in equity securities consisting mainly of common stock of Japanese listed company customers. We will continue our efforts to dispose of cross-shareholdings in order to decrease the potential impact on our financial position due to fluctuations in stock prices, and to be able to fully perform financial intermediary functions even under periods of stress.

Fluctuations in long-term interest rates lead to changes in the fair value of our portfolio of debt securities, a vast majority of which consists of Japanese government bonds. As of March 31, 2017, we had a total of

¥16,756 billion of available-for-sale debt securities within our investments, of which ¥10,263 billion was Japanese government bonds. We had ¥21,672 billion and ¥16,756 billion of available-for-sale debt securities measured at fair value as of March 31, 2016 and 2017, respectively, and net unrealized gains of ¥156 billion and ¥72 billion were reflected in accumulated other comprehensive income, net of tax as of such dates, respectively. As the negative interest rate policy of the Bank of Japan started in February 2016 and the resulting fluctuations in interest rates may have a substantial impact on the value of our Japanese government bond portfolio, in order to prepare for the risk of sudden and significant future interest rate change, 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. Average remaining period of our Japanese government bond portfolio as of March 31, 2017 was approximately 2.4 years.

Risk management related to our securities portfolio continues to be a key focus in light of the increase in instability and uncertainty in the global economy in recent years.

Trading Account Assets

Trading account assets decreased by ¥5,023 billion from March 31, 2016 to ¥24,998 billion at March 31, 2017. The decrease was due to a reduction in market value of receive-fixed, pay-variable interest-rate swaps reflecting a rise in long-term interest rates and decreases in U.S. treasury bonds and other foreign government bonds for which the fair value option was elected due to sales and redemptions.

Cash and Due from Banks

Cash and due from banks increased by ¥269 billion from March 31, 2016 to ¥1,592 billion at March 31, 2017. The increase was due to net cash provided by financing activities of ¥11,870 billion and net cash provided by operating activities of ¥1,213 billion offset in part by net cash used in investing activities of ¥12,802 billion.

Liabilities

The following table shows our liabilities as of March 31, 2016 and 2017:


	As of March 31,				Increase (decrease)
	2016		2017		Increase (decrease)
	(in billions of yen)
Deposits	¥	117,937	¥	131,185	¥	13,248
Due to trust accounts		4,467		4,123		(344	)
Call money and funds purchased		2,521		1,255		(1,266	)
Payables under repurchase agreements		16,833		17,970		1,137
Payables under securities lending transactions		2,845		1,919		(926	)
Other short-term borrowings		2,080		1,477		(603	)
Trading account liabilities		17,111		13,592		(3,519	)
Bank acceptances outstanding		110		184		74
Income taxes payable		97		74		(23	)
Deferred tax liabilities		202		140		(62	)
Accrued expenses		181		209		28
Long-term debt		14,766		14,529		(237	)
Other liabilities		6,477		5,027		(1,450	)

Total liabilities	¥	185,627	¥	191,684	¥	6,057

Total liabilities increased by ¥6,057 billion from March 31, 2016 to ¥191,684 billion at March 31, 2017. This increase was due primarily to an increase of ¥13,248 billion in deposits, offset in part by a decrease of ¥3,519 billion in trading account liabilities and a decrease of ¥2,002 billion in short-term borrowings. We

analyze short-term borrowings, consisting of due to trust accounts, call money and funds purchased, payables under repurchase agreements, payables under securities lending transactions and other short-term borrowings, on a combined basis.

Deposits

The following table shows a breakdown of our deposits as of March 31, 2016 and 2017:


	As of March 31,				Increase (decrease)
	2016		2017		Increase (decrease)
	(in billions of yen)
Domestic:
Noninterest-bearing deposits	¥	16,108	¥	19,064	¥	2,956
Interest-bearing deposits		79,596		87,359		7,763

Total domestic deposits		95,704		106,423		10,719

Foreign:
Noninterest-bearing deposits		1,601		1,996		395
Interest-bearing deposits		20,632		22,766		2,134

Total foreign deposits		22,233		24,762		2,529

Total deposits	¥	117,937	¥	131,185	¥	13,248

Deposits increased by ¥13,248 billion from March 31, 2016 to ¥131,185 billion at March 31, 2017. Domestic deposits increased by ¥10,719 billion from March 31, 2016 to ¥106,423 billion at March 31, 2017. Domestic interest-bearing deposits increased by ¥7,763 billion from March 31, 2016 to ¥87,359 billion at March 31, 2017 due mainly to an increase in ordinary deposits, offset in part by decreases in time deposits and certificates of deposit, and domestic noninterest-bearing deposits increased by ¥2,956 billion to ¥19,064 billion at March 31, 2017 due mainly to increases in current accounts and non-interest-bearing ordinary deposits. Foreign deposits increased by ¥2,529 billion from March 31, 2016 to ¥24,762 billion at March 31, 2017 due mainly to an increase in time deposits, offset in part by a decrease in certificates of deposit.

Short-term Borrowings

The following table shows a breakdown of our short-term borrowings as of March 31, 2016 and 2017:


	As of March 31,												Increase (decrease)
	2016						2017						Increase (decrease)
	Domestic		Foreign		Total		Domestic		Foreign		Total		Domestic			Foreign			Total
	(in billions of yen)
Due to trust accounts	¥	4,467	¥	—	¥	4,467	¥	4,123	¥	—	¥	4,123	¥	(344	)	¥	—		¥	(344	)
Call money and funds purchased, and payables under repurchase agreements and securities lending transactions		7,182		15,017		22,199		5,727		15,417		21,144		(1,455	)		400			(1,055	)
Other short-term borrowings		981		1,099		2,080		587		890		1,477		(394	)		(209	)		(603	)

Total short-term borrowings	¥	12,630	¥	16,116	¥	28,746	¥	10,437	¥	16,307	¥	26,744	¥	(2,193	)	¥	191		¥	(2,002	)

Short-term borrowings decreased by ¥2,002 billion from March 31, 2016 to ¥26,744 billion at March 31, 2017. Domestic short-term borrowings decreased by ¥2,193 billion due mainly to decreases in call money and funds purchased, and securities lending transactions. Foreign short-term borrowings increased by ¥191 billion due mainly to an increase in payables under repurchase agreements, offset in part by a decrease in other short-term borrowings and call money and funds purchased.

Trading Account Liabilities

Trading account liabilities decreased by ¥3,519 billion from March 31, 2016 to ¥13,592 billion at March 31, 2017. The decrease was due to an increase in market value of receive-variable, pay-fixed interest-rate swaps reflecting a rise in long-term interest rates.

Equity

The following table shows a breakdown of equity as of March 31, 2016 and 2017:


	As of March 31,						Increase (decrease)
	2016			2017			Increase (decrease)
	(in billions of yen)
MHFG shareholders’ equity:
Preferred stock⁽¹⁾	¥	99		¥	—		¥	(99	)
Common stock		5,703			5,826			123
Retained earnings		747			919			172
Accumulated other comprehensive income, net of tax		1,469			1,521			52
Treasury stock, at cost		(4	)		(5	)		(1	)

Total MHFG shareholders’ equity		8,014			8,261			247
Noncontrolling interests		169			511			342

Total equity	¥	8,183		¥	8,772		¥	589

Note:

(1)	In July 2016, all shares of the eleventh series class XI preferred stock were converted into common stock and cancelled.

Equity increased by ¥589 billion from March 31, 2016 to ¥8,772 billion due mainly to increases in noncontrolling interests and retained earnings.

Common stock increased by ¥123 billion from March 31, 2016 to ¥5,826 billion at March 31, 2017 primarily as a result of the issuance of new shares of common stock related to the conversion of preferred stock to common stock.

Retained earnings increased by ¥172 billion from March 31, 2016 to ¥919 billion at March 31, 2017. This increase was due to net income attributable to MHFG shareholders for the fiscal year ended March 31, 2017 of ¥362 billion offset in part by dividend payments of ¥190 billion.

Accumulated other comprehensive income, net of tax increased by ¥52 billion from March 31, 2016 to ¥1,521 billion at March 31, 2017 due to an increase in net unrealized gains on available-for-sale securities of ¥52 billion, an increase in pension liability adjustments of ¥12 billion and a decrease in foreign currency translation adjustments of ¥12 billion.

Treasury stock, at cost as of March 31, 2017 was the same level compared to that as of March 31, 2016.

Noncontrolling interests increased by ¥342 billion from March 31, 2016 to ¥511 billion at March 31, 2017. The increase was due mainly to a new consolidation of certain investment funds.

Liquidity

We continuously endeavor to enhance the management of our liquidity profile to meet our customers’ loan demand and deposit withdrawals and respond to unforeseen situations such as adverse movements in stock, 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 source of liquidity. Our total deposits increased by ¥13,248 billion, or 11.2%, from the end of the previous fiscal year to ¥131,185 billion as of March 31, 2017. Our average balance of deposits for the fiscal year ended March 31, 2017 of ¥126,097 billion exceeded our average balance of loans for the same period by ¥46,755 billion. We invested the excess portion primarily in marketable securities and other high liquidity assets.

Secondary sources of liquidity include short-term borrowings such as call money and funds purchased and payables under repurchase agreements. 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 of liquidity on a stable and flexible basis based on our current credit ratings. The following table shows credit ratings assigned to us and to our principal banking subsidiaries by S&P and Moody’s as of May 31, 2017:

As of May 31, 2017

S&P

Moody’s

Long-term

Short-term

Stand-alone
credit profile

Long-term

Short-term

Baseline credit
assessment

Mizuho Financial Group

A-

—

P-1

—

Mizuho Bank

A-1

P-1

baa1

Mizuho Trust & Banking

A-1

P-1

baa1

We source our funding in foreign currencies primarily from corporate customers, foreign governments, financial institutions and institutional investors, through short-term and long-term financing, under terms and pricing commensurate with our credit ratings above, and customer deposits. In the event of future declines in our credit quality or that of Japan in general, we expect to be able to purchase foreign currencies in sufficient amounts using the yen funds raised through our domestic customer base. As further measures to support our foreign currency liquidity, we hold foreign debt securities, maintain credit lines and swap facilities denominated in foreign currencies and pledge collateral to the U.S. Federal Reserve Bank to support future credit extensions.

In order to maintain appropriate funding liquidity, our principal banking subsidiaries hold highly liquid investment assets such as Japanese government bonds as liquidity reserve assets. We monitor the amount of liquidity reserve assets and report such amount to the Risk Management Committee, the Balance Sheet Management Committee, the Executive Management Committee and the President & Group CEO on a regular basis. Minimum regulatory reserve amounts, or the reserve amount deposited with the Bank of Japan pursuant to applicable regulations that is calculated as a specified percentage of the amount of deposits held by our principal banking subsidiaries, are excluded in connection with our management of liquidity reserve asset levels. We established and apply classifications for the cash flow conditions affecting the group, including the amount of liquidity reserve assets, that range from “Normal” to “Anxious” and “Crisis” categories, and take appropriate actions based on such conditions. As of March 31, 2017, the balance of Japanese government bonds included within our investments was ¥10.3 trillion (excluding held-to-maturity securities), and a majority of this amount, which has historically not fluctuated significantly over the course of a fiscal year, was classified as the principal component of liquidity reserve assets.

Related to regulatory liquidity requirements, the liquidity coverage ratio (“LCR”) standard has been introduced in Japan. The minimum LCR under the LCR guidelines is 100% on both a consolidated and non-consolidated basis for banks with international operations or on a consolidated basis for bank holding companies with international operations, while it is subject to phase-in arrangements pursuant to which the LCR rises in equal annual steps of 10 percentage points to reach 100% on January 1, 2019, with a minimum requirement of 80% applicable for the period between January 1 and December 31, 2017. The LCR disclosure guidelines of the Financial Service Agency requires banks and bank holding companies with international operations to disclose the three-month averages of daily LCR from the fourth quarter of the fiscal year ended March 31, 2017, as opposed to the disclosure of three-month averages of end-of-month LCR that began on June 30, 2015 as a transitional arrangement. Set forth below are the averages of the daily-end balances of consolidated LCR data of Mizuho Financial Group, and consolidated and non-consolidated LCR data of our principal banking subsidiaries, for the fourth quarter of the fiscal year ended March 31, 2017. All yen figures in this table are truncated.


	Fourth Quarter of Fiscal Year Ended March 31, 2017
	(in billions of yen, except percentages)
Mizuho Financial Group (Consolidated)
Total high-quality liquid assets (“HQLA”) allowed to be included in the calculation (weighted)	¥	59,034
Net cash outflows (weighted)		45,611
LCR		129	.4%
Mizuho Bank (Consolidated)
Total HQLA allowed to be included in the calculation (weighted)	¥	52,705
Net cash outflows (weighted)		36,509
LCR		144	.4%
Mizuho Bank (Non-consolidated)
Total HQLA allowed to be included in the calculation (weighted)	¥	52,127
Net cash outflows (weighted)		35,538
LCR		146	.7%
Mizuho Trust and Banking (Consolidated)
Total HQLA allowed to be included in the calculation (weighted)	¥	2,432
Net cash outflows (weighted)		1,827
LCR		133	.5%
Mizuho Trust and Banking (Non-consolidated)
Total HQLA allowed to be included in the calculation (weighted)	¥	2,410
Net cash outflows (weighted)		1,816
LCR		133	.0%

For more information on LCR, see “Item 4. Information on the Company—Supervision and Regulation—Liquidity.”

Capital Adequacy

All yen figures and percentages in this subsection are truncated. Accordingly, the total of each column of figures may not be equal to the total of the individual items.

Regulatory Capital Requirements

Mizuho Financial Group and its principal banking subsidiaries are subject to regulatory capital requirements administered by the Financial Services Agency in accordance with the provisions of the Banking Act and related regulations. Failure to meet minimum capital requirements may initiate certain mandatory actions by regulators that, if undertaken, could have a direct material effect on our financial condition and results of operations.

The capital adequacy guidelines applicable to Japanese banks and bank holding companies with international operations supervised by the Financial Services Agency closely follow the risk-adjusted approach proposed by BCBS and are intended to further strengthen the soundness and stability of Japanese banks. In December 2010, BCBS issued the Basel III rules text (later revised in June 2011, January 2013 and October 2014), 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 BCBS, 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, and the introduction of the capital conservation buffer and countercyclical capital buffer as measures to promote the build-up of capital that can be drawn down in periods of stress, and the introduction of two global liquidity standards. The Financial Services Agency’s revisions to its capital adequacy guidelines became effective from March 31, 2013, which generally reflect the rules in the Basel III rules text that have been applied from January 1, 2013. The framework of Basel III is based on the following three pillars: minimum capital requirements; supervisory review; and market discipline. Under the first pillar, the capital ratio is calculated by dividing regulatory capital, or risk-based capital, by risk-weighted assets. Under the second pillar, banks are required to maintain adequate capital to support all of the major risks in their business and are encouraged to develop and use better risk management techniques in monitoring and managing such risks. Under the third pillar, banks are required to enhance disclosure, including disclosure of details of the capital adequacy ratio, the amount of each type of risk and the method of calculation used so that the market may make more effective evaluations.

With regard to risk-based capital, the guidelines based on Basel III set out higher and better-quality capital standards compared to those under Basel II, which had been effective until Basel III was applied. The guidelines based on Basel III require a target minimum standard capital adequacy ratio of 8%, Tier 1 capital ratio of 6% and Common Equity Tier 1 capital ratio of 4.5%, 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 capital and Additional Tier 1 capital. Common Equity Tier 1 capital generally consists of common stock, capital surplus, retained earnings, accumulated other comprehensive income and other disclosed reserves and others less any regulatory adjustments. Additional Tier 1 capital generally consists of instruments issued by a bank or its holding company that meet the criteria for inclusion in Additional Tier 1 capital and others less any regulatory adjustments. Tier 2 capital generally consists of instruments issued by a bank or its holding company such as subordinated debt that meet the criteria for inclusion in Tier 2 capital, general reserve for possible losses on loans (equaling the sum of (i) the excess of the amount of qualified reserves over the amount of expected losses and (ii) the amount of general reserves calculated based on the standardized approach) and others less any regulatory adjustments.

2017 being ¥577.5 billion) and existing subordinated debt issued before March 2013 (the amounts thereof included within Tier 2 capital as of March 31, 2017 being ¥842.1 billion) are subject to the phase-out arrangements.

In November 2011, the Financial Stability Board (“FSB”) published policy measures to address the systemic and moral hazard risks associated with systemically important financial institutions. The policy measures include requirements for G-SIBs to have additional loss absorption capacity tailored to the impact of their default, ranging from 1% to 2.5% of risk-weighted assets, to be met with Common Equity Tier 1 capital, which would be in addition to the 7.0% Common Equity Tier 1 capital requirement (including capital conservation buffer). The requirements began phasing in from January 2016 and will be fully implemented by January 2019. We were included in the list of G-SIBs updated in November 2016 and were allocated to the category that would require 1.0% of additional loss absorbency.

In November 2015, the Financial Services Agency published the revised capital adequacy guidelines to introduce the Basel III rules text regarding the capital conservation buffer, the countercyclical capital buffer and the additional loss absorption capacity requirement for G-SIBs and domestic systemically important banks (“D-SIBs”). These guidelines became effective on March 31, 2016. The capital conservation buffer, the countercyclical capital buffer and the additional loss absorption capacity requirement for G-SIBs and D-SIBs must be met with Common Equity Tier l capital under the revised guidelines, and if such buffer and requirement are not satisfied, a capital distribution constraints plan is required to be submitted to the Financial Services Agency and carried out. The capital conservation buffer is being phased in starting in March 2016 at 0.625% until becoming fully effective in March 2019 at 2.5%. In addition, subject to national discretion by the respective regulatory authorities, if the relevant national authority judges a period of excess credit growth to be leading to the build-up of system-wide risk, a countercyclical capital buffer ranging from 0% to 2.5% would also be imposed on banking organizations. The countercyclical capital buffer is a weighted average of the buffers deployed across all the jurisdictions to which the banking organization has credit exposures.

In December 2015, the Financial Services Agency published a capital adequacy guideline regarding the designation of G-SIBs and D-SIBs in Japan. We were designated as both a global systemically important bank (“G-SIB”) and a domestic systemically important bank (“D-SIB”), and the additional loss absorption capacity requirement applicable to us was 1.0% on a fully effective basis. The additional loss absorption capacity requirement was the same as that imposed by the FSB, which is being phased in starting in March 2016 at 0.25% until becoming fully effective in March 2019 at 1.0%.

The Leverage Ratio framework is critical and complementary to the risk-based capital framework that will help ensure broad and adequate capture of both on- and off-balance sheet sources of banks’ leverage. This simple, non-risk-based measure is intended to restrict the build-up of excessive leverage in the banking sector to avoid destabilizing deleveraging processes that can damage the broader financial system and the economy. Implementation of the leverage ratio requirements began with bank-level reporting to national supervisors of the leverage ratio and its components, and public disclosure is required from January 2015. Basel III’s leverage ratio is defined as the “capital measure” (numerator) divided by the “exposure measure” (denominator) and is expressed as a percentage. The capital measure is currently defined as Tier 1 capital, and the minimum leverage ratio is currently defined as 3%. BCBS will monitor banks’ leverage ratio data in order to assess whether the design and calibration of a minimum Tier 1 leverage ratio of 3% is appropriate. Any final adjustments to the definition and calibration of the leverage ratio will be made by 2017, with a view to migrate to a Pillar 1 (minimum capital requirements) treatment on January 1, 2018, based on appropriate review and calibration.

Regulatory adjustments such as goodwill and other intangibles, and defined benefit pension fund assets and liabilities, are to be applied mainly to the calculation of Common Equity Tier 1 capital in the form of the deductions. The regulatory adjustments began 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 capital will continue to be subject to existing national treatments.

The capital requirements and regulatory adjustments are being phased in over a transitional period as follows (italicized percentages indicate those still in transition periods):


	March 2016			March 2017			March 2018			March 2019			March 2020			March 2021			March 2022
Minimum Common Equity Tier 1 capital		4.5	%		4.5	%		4.5	%		4.5	%		4.5	%		4.5	%		4.5	%
Minimum Tier 1 capital		6.0	%		6.0	%		6.0	%		6.0	%		6.0	%		6.0	%		6.0	%
Minimum total capital		8.0	%		8.0	%		8.0	%		8.0	%		8.0	%		8.0	%		8.0	%
Capital conservation buffer		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		60.0	%		50.0	%		40.0	%		30.0	%		20.0	%		10.0	%		0.0	%
Phase-in of deductions from capital		60.0	%		80.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Additional loss absorbency requirements for G-SIBs and D-SIBs⁽¹⁾		0.25	%		0.50	%		0.75	%		1.0	%		1.0	%		1.0	%		1.0	%

Note:

(1)	Figures assume that the additional loss absorbency requirements applied to us as a G-SIB and D-SIB continue to be 1.0% on a fully effective basis.

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.

Unless otherwise specified, the regulatory capital information set forth in this “—Capital Adequacy” is based on the current Basel III rules.

Consolidated Capital Adequacy Ratios

Our capital adequacy ratios as of March 31, 2016 and 2017, calculated in accordance with Japanese GAAP and the guidelines established by the Financial Services Agency, were as set forth in the following table:


	As of March 31,						Increase (decrease)
	2016			2017			Increase (decrease)
	(in billions of yen, except percentages)
Common Equity Tier 1 capital	¥	6,566.4		¥	7,001.6		¥	435.1
Additional Tier 1 capital		1,338.6			1,209.8			(128.7	)

Tier 1 capital		7,905.0			8,211.5			306.4
Tier 2 capital		1,733.5			1,839.4			105.8

Total capital	¥	9,638.6		¥	10,050.9		¥	412.3

Risk-weighted assets	¥	62,531.1		¥	61,717.1		¥	(814.0	)
Common Equity Tier 1 capital ratio		10.50	%		11.34	%		0.84	%
Required Common Equity Tier 1 capital ratio⁽¹⁾		5.375			6.25			0.875
Tier 1 capital ratio		12.64			13.30			0.66
Required Tier 1 capital ratio⁽¹⁾		6.875			7.75			0.875
Total capital ratio		15.41			16.28			0.87
Required total capital ratio⁽¹⁾		8.875			9.75			0.875
Leverage ratio		3.98			3.95			(0.03	)

Note:

(1)	The required ratios disclosed above, at March 31, 2016 and 2017, include the transitional capital conservation buffer of 0.625% and 1.25%, respectively, and the transitional additional loss absorbency

requirements for G-SIBs and D-SIBs of 0.25% and 0.5%, respectively, which are both in addition to the regulatory minima. The respective required amounts are determined by applying the ratios to the sum of the risk weighted assets and certain other risk amounts. These buffer and additional loss absorbency requirements are applied to us but not to our banking subsidiaries.

Our total capital ratio as of March 31, 2017 was 16.28%, an increase of 0.87 percentage points compared to March 31, 2016. Our Tier 1 capital ratio as of March 31, 2017 was 13.30%, an increase of 0.66 percentage points compared to March 31, 2016. Our Common Equity Tier 1 capital ratio as of March 31, 2017 was 11.34%, an increase of 0.84 percentage points compared to March 31, 2016. The increases in each ratio were due mainly to a decrease in risk-weighted assets and to an increase in Common Equity Tier 1 capital. Our Common Equity Tier 1 capital increased due mainly to an increase in retained earnings. Our risk-weighted assets decreased due mainly to a decrease in credit risk assets. We believe that we were in compliance with all capital adequacy requirements to which we were subject as of March 31, 2017.

Principal Banking Subsidiaries

Capital adequacy ratios of our principal banking subsidiaries, on a consolidated basis, as of March 31, 2016 and 2017, calculated in accordance with Japanese GAAP and the guidelines established by the Financial Services Agency, were as set forth in the following table:


	As of March 31,						Increase (decrease)
	2016			2017			Increase (decrease)
Mizuho Bank
Common Equity Tier 1 capital ratio		10.81	%		11.16	%		0.35	%
Tier 1 capital ratio		12.75			13.34			0.59
Total capital ratio		15.46			16.20			0.74
Leverage ratio		4.19			4.16			(0.03	)
Mizuho Trust & Banking
Common Equity Tier 1 capital ratio		18.21			18.73			0.52
Tier 1 capital ratio		18.21			18.73			0.52
Total capital ratio		19.52			19.47			(0.05	)
Leverage ratio		5.86			6.74			0.88

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, 2017.

Our securities subsidiaries in Japan are also subject to the capital adequacy requirement under the Financial Instruments and Exchange Act. Under this requirement, securities firms must maintain a minimum capital adequacy ratio of 120% calculated as a percentage of capital accounts less certain assets, as determined in accordance with Japanese GAAP, against amounts equivalent to market, counterparty and basic risks. Specific guidelines are issued as a ministerial ordinance that details the definition of essential components of the capital ratios, including capital, disallowed assets and risks, and related measures. Failure to maintain a minimum capital ratio will trigger mandatory regulatory actions. 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, 2017, that our securities subsidiaries in Japan were in compliance with all capital adequacy requirements to which 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 meet the 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 of March 31, 2016 and 2017:


	As of March 31,				Increase (decrease)
	2016		2017		Increase (decrease)
	(in billions of yen)
Guarantees:
Performance guarantees	¥	2,110	¥	2,243	¥	133
Guarantees on loans		297		278		(19	)
Guarantees on securities		203		175		(28	)
Other guarantees		1,571		1,823		252
Guarantees for the repayment of trust principal		1,141		730		(411	)
Liabilities of trust accounts		12,747		15,177		2,430
Derivative financial instruments		15,792		14,415		(1,377	)


	As of March 31,				Increase (decrease)
	2016		2017		Increase (decrease)
	(in billions of yen)
Commitments:
Commitments to extend credit	¥	75,742	¥	76,678	¥	936
Commercial letters of credit		448		522		74

Total commitments	¥	76,190	¥	77,200	¥	1,010

See note 24 to our consolidated financial statements included elsewhere in this annual report for the 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 from collateral held. For example, the amount under commitments to extend credit does not necessarily equal the impact 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 the agreements related to the commitments to extend credit include terms that allow us to refuse, or reduce the amount of, credit extensions based on changes in the financial environment, declines in the obligor’s credit quality and other reasons. Finally, we receive collateral such as real estate and securities at the time of the contract as we deem necessary, and we regularly review the credit quality of the customer based on the internal guidelines and revise the terms of the contract as we deem necessary to manage credit risks.

Some of our off-balance-sheet arrangements are related to activities of special purpose entities, most of which are variable interest entities. For further information, see note 25 to our consolidated financial statements included elsewhere in this annual report.

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, 2017:


	Due in one year or less		Due from one year to two years		Due from two years to three years		Due from three years to four years		Due from four years to five years		Due after five years		Total
	(in billions of yen)
Time deposits	¥	37,565	¥	2,113	¥	1,213	¥	350	¥	347	¥	142	¥	41,730
Certificates of deposit		10,420		95		56		60		—		—		10,631
Long-term debt		1,614		3,127		1,734		1,841		1,195		5,018		14,529
Capitalized leases		11		10		9		6		3		2		41
Operating leases		52		46		41		35		31		58		263

Total⁽¹⁾⁽²⁾	¥	49,651	¥	5,381	¥	3,044	¥	2,286	¥	1,573	¥	5,218	¥	67,153

Notes:

(1)

A contribution paid to our pension plans, which is not included in the above table, is expected to be approximately ¥51 billion in the fiscal year ending March 31, 2018, based on the current funded status and expected asset return assumptions. For further information, see note 21 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 ¥1.9 billion, of which ¥0.7 billion was interest and penalties, at March 31, 2017. For further information, see note 20 to our consolidated financial statements included elsewhere in this annual report.

Recent Accounting Pronouncements

See note 2 to our consolidated financial statements included elsewhere in this annual report.

Reconciliation with Japanese GAAP

Our consolidated financial statements are prepared in accordance with accounting principles and policies as summarized 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 most recent fiscal year, a reconciliation of consolidated net income and shareholders’ equity under U.S. GAAP with those amounts under Japanese GAAP.


	As of and for the fiscal year ended March 31, 2017
	Total MHFG shareholders’ equity			Net income attributable to MHFG shareholders
	(in billions of yen)
U.S. GAAP	¥	8,261.4		¥	362.4
Differences arising from different accounting for:
1. Derivative financial instruments and hedging activities		43.4			218.9
2. Investments		11.6			112.2
3. Loans		160.8			(2.5	)
4. Allowances for loan losses and off-balance-sheet instruments		86.0			13.8
5. Premises and equipment		(84.1	)		(28.6	)
6. Land revaluation		181.4			(3.0	)
7. Business combinations		(72.1	)		(14.3	)
8. Pension liabilities		120.0			(34.0	)
9. Consolidation of variable interest entities		41.8			14.0
10. Deferred taxes		(223.1	)		(40.6	)
11. Foreign currency translation		—			4.8
12. Other		(3.1	)		0.4

Japanese GAAP	¥	8,524.0	⁽¹⁾	¥	603.5

Note:

(1)	Includes total accumulated other comprehensive income and stock acquisition rights

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

1. Derivative financial instruments and hedging activities

Under U.S. GAAP, for a derivative to qualify for hedge accounting, it must be highly effective in achieving offsetting changes in fair values or variable cash flows of the hedged items attributable to the particular risk being hedged. The hedging relationship must be designated and formally documented at inception. Such documentation must include the particular risk management objective and strategy for the hedge, the identification 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 of hedge effectiveness under U.S. GAAP are more rigorous than under Japanese GAAP. As a result, most of the eligible 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.

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Requirements for bifurcation of embedded derivatives differ between Japanese GAAP and U.S. GAAP. Embedded derivatives that are deemed to be clearly and closely related to their host contracts are not bifurcated under U.S. GAAP, while Japanese GAAP allows an entity to bifurcate embedded derivatives if the entity manages the risk of the embedded derivatives and host contracts separately. Bifurcated derivatives are recorded on 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 the following reasons:

Certain sales and subsequent repurchases of available-for-sale securities under Japanese GAAP do not meet sales 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 are recognized 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 to be “other-than-temporary” are recorded in earnings. Both quantitative and qualitative factors are considered to determine 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 a forecasted recovery of fair value or maturity. Regarding debt securities, we consider additional factors such as whether we have the intent to sell or more likely than not will be required to sell before recovery to determine whether the impairment is “other-than-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 the fair value of a security of 50% or more of its cost is a strong indicator of an other-than-temporary decline, which requires compelling evidence to prove otherwise. A decline in the fair value of 30% or more but less than 50% of its cost is an indicator of an other-than-temporary decline, in which case the probability of recovery must be evaluated to determine whether an other-than-temporary decline has occurred. Generally, if the decline in the fair value is less than 30%, it is not considered to be 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 for foreign 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 values are recognized in earnings, while under Japanese GAAP, only the changes attributable to movements in foreign currency exchange rates are recognized in earnings.

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 and costs 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 initial

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effective interest rate or, as a practical expedient, the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent. For certain impaired loans that are aggregated for the purpose of measuring impairment, pools of smaller balance homogeneous loans and other non-homogeneous loans that have not 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 loans that 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 our consolidated 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 the allowance for off-balance-sheet instruments. We generally use the same methodology to reserve for losses on these instruments as we do for loans.

5. Premises and equipment

Under 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 is recognized on the exchange. Under Japanese GAAP, the cost of the asset surrendered is assigned to the newly acquired asset in certain types of exchange transactions, resulting in no gains or losses.

With regard to internal-use software, under U.S. GAAP, the costs to develop or obtain software that allow for access to or conversion of old data by new systems are capitalized, while they are expensed when it occurs under Japanese GAAP. On the other hand, the general and administrative costs and the overhead costs are expensed as the costs of internal-use software under U.S. GAAP, but they are capitalized under Japanese GAAP.

6. Land revaluation

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

7. Business combinations

Under U.S. GAAP, goodwill is not amortized and an impairment loss is recorded to the extent the carrying amount of the goodwill exceeds its estimated fair value at the measurement date. Under Japanese GAAP, goodwill is amortized over an appropriate period not to exceed 20 years and an impairment loss is recorded only if the effects of the goodwill are no longer expected.

8. Pension liabilities

Under Japanese GAAP, we adopted as of April 1, 2000 pension accounting that is based on the actuarial present value of accrued benefit obligations. The cumulative effect of the accounting change was amortized over a specified number of years, and actuarial gains and losses are amortized over a specified number of years. Under U.S. GAAP, we recalculated the benefit obligation at April 1, 2004 and accounted for the obligation as if we had adopted the accounting method in accordance with ASC 715, “Compensation—Retirement Benefits,” 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.

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Under both Japanese GAAP and 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. 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 a component of net periodic benefit cost. Actuarial gains or losses are amortized based on the corridor approach according to ASC 715 under U.S. GAAP, while they are amortized over a specified number of years under Japanese GAAP. Due mainly to the differences in the balances of actuarial gains or losses and prior service costs or benefits and in amortization methods, there are differences in the amounts of shareholders’ equity and net income between U.S. GAAP and Japanese GAAP.

Under U.S. GAAP, we enhanced the calculation of the benefit obligations by refining the anticipated future mortality rate assumption improvement in the calculation.

See note 21 to our consolidated financial statements included elsewhere in this annual report for further discussion.

9. Consolidation of variable interest entities

Under U.S. GAAP, variable interest entities are to be consolidated if we are deemed to be the primary beneficiary of the variable interest entity. Under Japanese GAAP, consolidation is not based on variable interests. We consolidate certain variable interest entities, such as entities related to asset-backed securitizations, investments in securitization products and investment funds. See note 25 to our consolidated financial statements included elsewhere in this annual report for further discussion.

10. Deferred taxes

Under U.S. GAAP, all available evidence, both positive and negative, must be considered to determine whether, based on the weight of that evidence, deferred tax assets are realizable or whether a valuation allowance is needed. Possible sources of taxable income, which are considered to determine whether deferred tax assets are realizable, include net unrealized gains on available-for-sale securities. Under Japanese GAAP, the assessment as to whether deferred tax assets are realizable is primarily based on estimates of future taxable income.

Additionally, differences in the carrying amount of assets and liabilities between U.S. GAAP and Japanese GAAP create temporary differences that result in differences in deferred tax assets and liabilities.

11. Foreign currency translation

Under Japanese GAAP, the income statement items of our foreign entities are translated into yen, our presentation currency, using the respective fiscal-year-end exchange rates, while under U.S. GAAP, they are translated into the presentation currency using the average rates of exchange for the respective fiscal years.

12. Other

This adjustment reflects the effects of miscellaneous items.

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ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

6.A. Directors and Senior Management

Directors

The following table provides information regarding the directors of Mizuho Financial Group as of June 30, 2017:


Name (date of birth)	Current positions and principal outside positions	Business experience		Expiration of current term as director
Yasuhiro Sato (Apr. 15, 1952)	Member of the Board of Directors President & Group CEO (Representative Executive Officer) Member of the Board of Directors of Mizuho Bank, Ltd. Member of the Board of Directors of Mizuho Trust & Banking Co., Ltd. Member of the Board of Directors of Mizuho Securities Co., Ltd.	Mar. 2003	Executive Officer / Senior Corporate Officer of International Banking Unit of the former Mizuho Corporate Bank, Ltd.	June 2018
		Apr. 2004	Managing Executive Officer / In charge of business promotion
		Mar. 2006	Executive Managing Director / Head of Corporate Banking Unit
		Apr. 2007	Deputy President / Chief Auditor
		Apr. 2009	President & CEO (until July 2013)
		June 2009	Member of the Board of Directors of Mizuho Financial Group, Inc.
		June 2011	Member of the Board of Directors of the former Mizuho Bank, Ltd.
			President & Group CEO of Mizuho Financial Group, Inc. (until June 2014)
		July 2013	President & CEO of Mizuho Bank, Ltd.
		Apr. 2014	Member of the Board of Directors (current)
			Member of the Board of Directors of Mizuho Trust & Banking Co., Ltd. (current)
			Member of the Board of Directors of Mizuho Securities Co., Ltd. (current)
		June 2014	Member of the Board of Directors, President & Group CEO of Mizuho Financial Group, Inc. (current)

104


Name (date of birth)	Current positions and principal outside positions	Business experience		Expiration of current term as director
Takanori Nishiyama (May. 9, 1962)	Member of the Board of Directors Managing Executive Officer Head of Compliance Group (Group CCO) Executive Managing Director of Mizuho Bank, Ltd.	Apr. 2012	General Manager of Branch Banking Division No.5 of the former Mizuho Bank, Ltd.	June 2018
		Apr. 2014	Executive Officer / General Manager of Omiya Branch of Mizuho Bank, Ltd.
		Apr. 2015	Managing Executive Officer / In charge of Corporate Banking
		Apr. 2016	Managing Executive Officer / In charge of Banking
		Apr. 2017	Managing Executive Officer / Head of Compliance Group of Mizuho Financial Group, Inc.
			Executive Managing Director / Head of Compliance Group of Mizuho Bank, Ltd. (current)
		June 2017	Member of the Board of Directors, Managing Executive Officer / Head of Compliance Group of Mizuho Financial Group, Inc. (current)

Koichi Iida (Oct. 6, 1962)	Member of the Board of Directors Managing Executive Officer Head of Strategic Planning Group (Group CSO) Executive Managing Director of Mizuho Bank, Ltd.	Apr. 2012	General Manager of Corporate Banking Division No.10 of the former Mizuho Corporate Bank, Ltd.	June 2018
			Head of Corporate Coverage Department I of Mizuho Securities Co., Ltd. (until Apr. 2016)
		July 2013	General Manager of Corporate Banking Division No.10 of Mizuho Bank, Ltd.
		Apr. 2015	Executive Officer / General Manager of Corporate Banking Division No.10
		Apr. 2016	Managing Executive Officer / Head of Financial Control & Accounting Group of Mizuho Financial Group, Inc.

			Executive Managing Director / Head of Financial Control & Accounting Group of Mizuho Bank, Ltd. (until Apr. 2017)

105


Name (date of birth)	Current positions and principal outside positions	Business experience		Expiration of current term as director
		June 2016	Member of the Board of Directors, Managing Executive Officer / Head of Financial Control & Accounting Group of Mizuho Financial Group, Inc.

		Apr. 2017	Member of the Board of Directors, Managing Executive Officer / Head of Strategic Planning Group (current)

			Executive Managing Director / Head of Strategic Planning Group of Mizuho Bank, Ltd. (current)

Makoto Umemiya (Dec. 23, 1964)	Member of the Board of Directors Managing Executive Officer Head of Financial Control & Accounting Group (Group CFO) Executive Managing Director of Mizuho Bank, Ltd.	Apr. 2012	General Manager of Osaka Branch of the former Mizuho Bank, Ltd.	June 2018
		Apr. 2014	General Manager of Financial Planning Division of Mizuho Financial Group, Inc.
			General Manager of Financial Planning Division of Mizuho Bank, Ltd.
		Apr. 2015	Executive Officer / General Manager of Financial Planning Department of Mizuho Financial Group, Inc.

			Executive Officer / General Manager of Financial Planning Department of Mizuho Bank, Ltd.

		Apr. 2017	Managing Executive Officer / Head of Financial Control & Accounting Group of Mizuho Financial Group, Inc.

			Executive Managing Director / Head of Financial Control & Accounting Group of Mizuho Bank, Ltd. (current)

		June 2017	Member of the Board of Directors, Managing Executive Officer / Head of Financial Control & Accounting Group of Mizuho Financial Group, Inc. (current)

106


Name (date of birth)	Current positions and principal outside positions	Business experience		Expiration of current term as director
Yasuyuki Shibata (Aug. 21, 1962)	Member of the Board of Directors Managing Executive Officer Head of Risk Management Group (Group CRO) Executive Managing Director of Mizuho Bank, Ltd.	Apr. 2011	General Manager of Hong Kong Treasury Department of the former Mizuho Corporate Bank, Ltd.	June 2018
		July 2013	General Manager of Hong Kong Treasury Department of Mizuho Bank, Ltd.
		Apr. 2014	General Manager of Americas Treasury Division
		Apr. 2015	Executive Officer / General Manager of Americas Treasury Division

		July 2016	Executive Officer / General Manager of Risk Management Department of Mizuho Financial Group, Inc.

			Executive Officer / General Manager of Risk Management Department of Mizuho Bank, Ltd.

		June 2017	Member of the Board of Directors, Managing Executive Officer / Head of Risk Management Group of Mizuho Financial Group, Inc. (current)

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

Ryusuke Aya (May 20, 1960)	Member of the Board of Directors Member of the Audit Committee Member of the Risk Committee Member of the Board of Directors of Mizuho Bank, Ltd.	Apr. 2012	Executive Officer / General Manager of Risk Management Division of Mizuho Financial Group, Inc. (until Nov. 2013)	June 2018
			Executive Officer / General Manager of Risk Management Division of the former Mizuho Bank, Ltd.
			Executive Officer / General Manager of Risk Management Division of the former Mizuho Corporate Bank, Ltd.

		July 2013	Executive Officer / General Manager of Risk Management Division of Mizuho Bank, Ltd.

107


Name (date of birth)	Current positions and principal outside positions	Business experience		Expiration of current term as director
		Nov. 2013	Managing Executive Officer / Head of Risk Management Group of Mizuho Financial Group, Inc. (until June 2014)

			Managing Executive Officer / Head of Risk Management Group of Mizuho Bank, Ltd.

			Managing Executive Officer / In charge of Risk Management Group of Mizuho Trust & Banking Co., Ltd.

			Managing Executive Officer / In charge of Risk Management Group of Mizuho Securities Co., Ltd.

		Apr. 2014	Executive Managing Director / Head of Risk Management Group of Mizuho Bank, Ltd. (until June 2017)

		June 2014	Member of the Board of Directors, Managing Executive Officer / Head of Risk Management Group of Mizuho Financial Group, Inc.

		June 2017	Member of the Board of Directors (current) Member of the Board of Directors of Mizuho Bank, Ltd. (current)

Nobukatsu Funaki (Mar. 30, 1959)	Member of the Board of Directors Member of the Audit Committee	Mar. 2010	Audit & Supervisory Board Member of the former Mizuho Corporate Bank, Ltd. (until June 2013)	June 2018
		Apr. 2013	Audit & Supervisory Board Member (Outside Member) of Mizuho Securities Co., Ltd. (until June 2014)

		June 2013	Audit & Supervisory Board Member of Mizuho Financial Group, Inc.

		June 2014	Member of the Board of Directors (current)

108


Name (date of birth)	Current positions and principal outside positions	Business experience		Expiration of current term as director
Tetsuo Seki⁽¹⁾⁽²⁾ (July 29, 1938)	Member of the Board of Directors Member of the Nominating Committee Member of the Compensation Committee Member of the Audit Committee Audit & Supervisory Board Member of Sapporo Holdings Limited	Apr. 1963	Joined Yawata Iron & Steel Co., Ltd.	June 2018
		June 1993	Director of Nippon Steel Corporation
		Apr. 1997	Managing Director
		Apr. 2000	Representative Director and Executive Vice President
		June 2003	Executive Advisor
		June 2004	Senior Corporate Auditor
		June 2006	Independent Director of Terumo Corporation (until Sep. 2008)
		Mar. 2007	Outside Director of Sapporo Holdings Limited (until Sep. 2008)
		June 2007	Outside Director of Tokyo Financial Exchange Inc. (until Sep. 2008)
		Oct. 2007	Chairperson of the Japan Corporate Auditors Association (until Oct. 2008) Outside Director of Japan Post Holdings Co., Ltd. (until Sep. 2008)
		June 2008	Executive Advisor to Nippon Steel Corporation (until Sep. 2008)
		Oct. 2008	President (Representative Director) of the Shoko Chukin Bank, Ltd.
		June 2013	General Advisor (current)
		June 2015	Member of the Board of Directors of Mizuho Financial Group, Inc. (current)
		Mar. 2016	Audit & Supervisory Board Member of Sapporo Holdings, Limited (current)

109


Name (date of birth)	Current positions and principal outside positions	Business experience		Expiration of current term as director
Takashi Kawamura⁽¹⁾⁽²⁾ (Dec. 19, 1939)	Member of the Board of Directors Member of the Nominating Committee Member of the Compensation Committee Outside Audit & Supervisory Board Member of Nikkei, Inc. Chairman of the Board of Directors (Outside Director) of Tokyo Electric Power Company Holdings, Inc.	Apr. 1962	Joined Hitachi, Ltd.	June 2018
		June 1995	Director
		June 1997	Executive Managing Director
		Apr. 1999	Executive Vice President and Representative Director
		Apr. 2003	Director (until June 2007)
		June 2003	Chairman of the Board and Representative Executive Officer, Hitachi Software Engineering Co., Ltd.
		June 2005	Chairman of the Board, Hitachi Plant Engineering & Construction Co., Ltd. (until June 2009)
		June 2006	Chairman of the Board, Hitachi Software Engineering Co., Ltd. (until June 2007)
		June 2007	Chairman of the Board, Hitachi Maxell, Ltd. (until June 2009)
		Apr. 2009	Representative Executive Officer, Chairman, President and Chief Executive Officer, Hitachi, Ltd.
		June 2009	Representative Executive Officer, Chairman, President and Chief Executive Officer and Director
		Apr. 2010	Representative Executive Officer, Chairman and Director
		Apr. 2011	Chairman of the Board
		Apr. 2014	Director
		June 2014	Advisor (until June 2016)
			Member of the Board of Directors of Mizuho Financial Group, Inc. (current)
		June 2017	Chairman of the Board of Directors (Outside Director) of Tokyo Electric Power Company Holdings, Inc. (current)

110


Name (date of birth)	Current positions and principal outside positions	Business experience		Expiration of current term as director
Tatsuo Kainaka⁽¹⁾⁽²⁾(Jan. 2, 1940)	Member of the Board of Directors Member of the Nominating Committee Member of the Compensation Committee Member of the Audit Committee Attorney-at-law at Takusyou Sogo Law Office President of the Life Insurance Policyholders Protection Corporation of Japan Corporate Auditor (External) of Oriental Land Co., Ltd.	Apr. 1966	Appointed as Public Prosecutor	June 2018
		Jan. 2002	Superintending Prosecutor of the Tokyo High Public Prosecutors Office
		Oct. 2002	Justice of the Supreme Court
		Mar. 2010	Admitted to the Tokyo Bar Association
		Apr. 2010	Joined Takusyou Sogo Law Office (current)
		Jan. 2011	President of the Life Insurance Policyholders Protection Corporation of Japan (current)
		Nov. 2013	Member of the Board of Directors of Mizuho Bank, Ltd. (until June 2014)
		June 2014	Member of the Board of Directors of Mizuho Financial Group, Inc. (current)


Hirotake Abe⁽¹⁾⁽²⁾ (Nov. 13, 1944)	Member of the Board of Directors Member of the Compensation Committee Member of the Audit Committee Certified Public Accountant Hirotake Abe Office Outside Corporate Auditor of CONEXIO Corporation	Jan. 1970	Joined Tohmatsu Awoki & Co.	June 2018
Hirotake Abe⁽¹⁾⁽²⁾ (Nov. 13, 1944)		June 1985	Temporarily transferred to Deloitte & Touche New York Office (until Oct. 1992)
		July 1990	Senior Partner of Tohmatsu & Co.
		June 2001	CEO (until May 2007)
		June 2004	Executive Member of Deloitte Touche Tohmatsu Limited (until May 2007)
		June 2007	Senior Adviser to Deloitte Touche Tohmatsu (until Dec. 2009)
		Jan. 2010	Established the Certified Public Accountant Hirotake Abe Office (current)
		June 2010	Outside Corporate Auditor of CONEXIO Corporation (current)
		Sep. 2010	Visiting Professor, Chuo Graduate School of International Accounting (until Mar. 2012)

111


Name (date of birth)	Current positions and principal outside positions	Business experience		Expiration of current term as director
		June 2011	Outside Corporate Auditor of Honda Motor Co., Ltd. (until June 2015)

		Oct. 2012	Outside Audit and Supervisory Board Member of NIPPON STEEL & SUMITOMO METAL CORPORATION (until June 2016)

		June 2015	Member of the Board of Directors of Mizuho Financial Group, Inc. (current)

Hiroko Ota⁽¹⁾⁽²⁾ (Feb. 2, 1954)	Member of the Board of Directors Member of the Nominating Committee Professor of National Graduate Institute for Policy Studies Outside Director of JXTG Holdings, Inc. Outside Director of Panasonic Corporation	Apr. 1996	Associate Professor, the Graduate School of Policy Science, Saitama University	June 2018
		Oct. 1997	Associate Professor, National Graduate Institute for Policy Studies
		Apr. 2001	Professor, National Graduate Institute for Policy Studies
		Apr. 2002	Director for Economic Research, Cabinet Office
		Mar. 2003	Deputy Director General for Economic Research, Cabinet Office
		Apr. 2004	Director General for Economic Research, Cabinet Office
		Aug. 2005	Professor, National Graduate Institute for Policy Studies
		Sep. 2006	Minister of State for Economic and Fiscal Policy
		Aug. 2008	Professor, National Graduate Institute for Policy Studies (current)
		Apr. 2009	Vice-President, National Graduate Institute for Policy Studies (until Mar. 2011)
		June 2014	Member of the Board of Directors of Mizuho Financial Group, Inc. (current)

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Name (date of birth)	Current positions and principal outside positions	Business experience		Expiration of current term as director
Izumi Kobayashi⁽¹⁾⁽²⁾ (Jan. 18, 1959)	Member of the Board of Directors Member of the Nominating Committee Member of the Risk Committee Outside Director of ANA HOLDINGS INC. Outside Director of Mitsui & Co., Ltd. Member of the Board of Governors of Japan Broadcasting Corporation	Apr. 1981	Joined Mitsubishi Chemical Industries, Ltd. (currently Mitsubishi Chemical Corporation)	June 2018
		June 1985	Joined Merrill Lynch Futures Japan Inc.
		Dec. 2001	President and Representative Director, Merrill Lynch Japan Securities Co., Ltd. (until Nov. 2008)
		July 2002	Outside Director, Osaka Securities Exchange Co., Ltd.
		Nov. 2008	Executive Vice President, the Multilateral Investment Guarantee Agency, the World Bank Group
		July 2013	Outside Director, ANA HOLDINGS INC. (current)
		Nov. 2013	Outside Director, Suntory Holdings Limited (until Mar. 2017)
		June 2014	Outside Director, Mitsui & Co., Ltd. (current)
		July 2014	Member of the Risk Committee of Mizuho Financial Group, Inc. (Outside Expert)

		Apr. 2015	Vice Chairperson, Japan Association of Corporate Executives (current)

		June 2016	Member of the Board of Governors, Japan Broadcasting Corporation (current)

		June 2017	Member of the Board of Directors of Mizuho Financial Group, Inc. (current)

Notes:

(1)	Mr. Seki, Mr. Kawamura, Mr. Kainaka, Mr. Abe, Ms. Ota and Ms. Kobayashi satisfy the requirements for an “outside director” under the Companies Act.

(2)	Mr. Seki, Mr. Kawamura, Mr. Kainaka, Mr. Abe, Ms. Ota and Ms. Kobayashi are “independent directors” required by the Tokyo Stock Exchange, Inc.

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(3)	The designation of the Chairman and the Deputy Chairman of the Board of Directors, and the designation of committee members and the Chairman of each committee are as follows:

Chairman of the Board of Directors: Hiroko Ota

Deputy Chairman of the Board of Directors: Ryusuke Aya

Nominating Committee members:

Takashi Kawamura (Chairman), Tetsuo Seki, Tatsuo Kainaka, Hiroko Ota and Izumi Kobayashi

Compensation Committee members:

Tatsuo Kainaka (Chairman), Tetsuo Seki, Takashi Kawamura and Hirotake Abe

Audit Committee members:

Tetsuo Seki (Chairman), Tatsuo Kainaka, Hirotake Abe, Ryusuke Aya and Nobukatsu Funaki

Risk Committee* members:

Ryusuke Aya (Chairman), Izumi Kobayashi and Hidetaka Kawakita (Outside Expert)

(* an advisory body)

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Executive Officers

The following table provides information regarding the executive officers of Mizuho Financial Group as of June 30, 2017:


Name (date of birth)	Current positions and principal outside positions	Business experience		Expiration of current term as executive officer
Yasuhiro Sato (Apr. 15, 1952)	See “—Directors.”	See “—Directors.”		June 2018

Toshitsugu Okabe (May 2, 1956)	Deputy President & Executive Officer (Representative Executive Officer) Head of Retail & Business Banking Company	Apr. 2008	Executive Officer / General Manager of Executive Secretariat of Mizuho Financial Group, Inc.	June 2018
		Apr. 2009	Managing Executive Officer of the former Mizuho Bank, Ltd.
		Apr. 2012	Managing Executive Officer / Head of Retail Banking Unit

			Managing Executive Officer (not full-time) / In charge of coordination with Retail Banking Unit of the former Mizuho Bank, Ltd. of the former Mizuho Corporate Bank, Ltd.

		Apr. 2013	Deputy President & Executive Officer / Deputy President (Personal Banking Unit and Retail 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 the former Mizuho Bank, Ltd. (until July 2013)

			Deputy President & Executive Officer / Deputy President (In charge of coordination with Personal Banking Unit and Retail Banking Unit of the former Mizuho Bank, Ltd.) and Head of Internal Audit Group of the former 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. (until Sep. 2013)

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Name (date of birth)	Current positions and principal outside positions	Business experience		Expiration of current term as executive officer
		July 2013	Deputy President / Deputy President (Personal Banking Unit and Retail Banking Unit) and Head of Internal Audit Group of Mizuho Bank, Ltd. (until Apr. 2014)

		Sep. 2013	Deputy President / Deputy President (Personal Banking Unit and Retail Banking Unit) and Head of Compliance Group of Mizuho Financial Group, Inc. (until Apr. 2014)

		Nov. 2013	Managing Executive Officer / In charge of Compliance Group of Mizuho Trust & Banking Co., Ltd.

			Managing Executive Officer /In charge of Compliance Group of Mizuho Securities Co., Ltd.

		Apr. 2014	Deputy President / Deputy President (Head of Strategic Planning and Management Control (Personal Banking, Retail Banking and Corporate Banking)) of Mizuho Financial Group, Inc.

		June 2014	Deputy President & Executive Officer / Head of Strategic Planning and Management Control (Personal Banking, Retail Banking and Corporate Banking)

		Apr. 2015	Deputy President & Executive Officer / Head of Strategic Planning and Management Control (Personal Banking, Retail Banking and Corporate Banking) and Strategic Planning (Priority Assignments)

		Apr. 2016	Deputy President & Executive Officer / Head of Retail & Business Banking Company (current)

116


Name (date of birth)	Current positions and principal outside positions	Business experience		Expiration of current term as executive officer
Daisaku Abe (June 20, 1957)	Deputy President & Executive Officer Head of IT & Systems Group (Group CIO) Head of Operations Group (Group COO) Deputy President & Executive Officer of Mizuho Bank, Ltd.	Apr. 2007	Executive Officer / General Manager of Executive Secretariat of the former Mizuho Corporate Bank, Ltd.	June 2018
		Apr. 2009	Managing Executive Officer / Head of Strategic Planning Group, 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 Planning Group and Head of IT, Systems & Operations Group

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

			Managing Executive Officer / Head of IT & Systems Group and Head of Operations Group of the former Mizuho Bank, Ltd. (until Apr. 2013)

			Managing Executive Officer / Head of IT & Systems Group and Head of Operations Group of the former Mizuho Corporate Bank, Ltd. (until Apr. 2013)

			Managing Executive Officer / In charge of IT & Systems Group and Operations Group of Mizuho Trust & Banking Co., Ltd. (until Apr. 2014)

		June 2012	Executive Managing Director / Head of IT & Systems Group and Head of Operations Group of Mizuho Financial Group, Inc.

		Apr. 2013	Deputy President / Head of IT & Systems Group and Head of Operations Group (until June 2014)

117


Name (date of birth)	Current positions and principal outside positions	Business experience		Expiration of current term as executive officer
			Deputy President & Executive Officer / Head of IT & Systems Group and Head of Operations Group of the former Mizuho Bank, Ltd.

			Deputy President & Executive Officer / Head of IT & Systems Group and Head of Operations Group of the former Mizuho Corporate Bank, Ltd.

			Managing Executive Officer / In charge of IT & Systems Group and Operations Group of Mizuho Securities Co., Ltd. (until Apr. 2014)

		July 2013	Deputy President & Executive Officer / Head of IT & Systems Group and Head of Operations Group of Mizuho Bank, Ltd. (current)

		June 2014	Deputy President & Executive Officer / Head of IT & Systems Group and Head of Operations Group of Mizuho Financial Group, Inc. (current)

Kosuke Nakamura (Apr. 29, 1957)	Deputy President & Executive Officer Head of Corporate & Institutional Company Deputy President & Executive Officer of Mizuho Bank, Ltd.	Apr. 2008	Executive Officer, General Manager of Singapore Branch of the former Mizuho Corporate Bank, Ltd.	June 2018
		Apr. 2011	Managing Executive Officer (until July 2013)
		Apr. 2012	Managing Executive Officer of the former Mizuho Bank, Ltd.

		July 2013	Managing Executive Officer of Mizuho Bank, Ltd.

		Apr. 2014	Deputy President / Head of Business Promotion

		Apr. 2016	Deputy President & Executive Officer / Head of Corporate & Institutional Company of Mizuho Financial Group, Inc. (current)

118


Name (date of birth)	Current positions and principal outside positions	Business experience		Expiration of current term as executive officer
			Deputy President & Executive Officer / In charge of Special Missions of Mizuho Bank, Ltd. (current)

Akira Sugano (July 25, 1959)	Deputy President & Executive Officer Head of Global Corporate Company	Apr. 2009	Executive Officer / General Manager of International Coordination Division of the former Mizuho Corporate Bank, Ltd.	June 2018

		Apr. 2012	Managing Executive Officer / Head of Investment Banking Unit, Head of Asset Management Unit and In charge of Business Collaboration Division (Securities & Trust Services) of the former Mizuho Bank, Ltd.

			Managing Executive Officer / Head of Investment Banking Unit, Head of Asset Management Unit and In charge of Business Collaboration Division (Securities & Trust Services) of the former Mizuho Corporate Bank, Ltd.

		Apr. 2013	Managing Executive Officer / Head of International Banking Unit and Head of Asset Management Unit of Mizuho Financial Group, Inc. (until Apr. 2014)

			Managing Executive Officer / Head of Asset Management Unit and In charge of coordination with International Banking Unit of the former Mizuho Corporate Bank, Ltd. of the former Mizuho Bank, Ltd.

			Managing Executive Officer / Head of International Banking Unit and Head of Asset Management Unit of the former Mizuho Corporate Bank, Ltd.

119


Name (date of birth)	Current positions and principal outside positions	Business experience		Expiration of current term as executive officer
		July 2013	Managing Executive Officer / Head of International Banking Unit and Head of Asset Management Unit of Mizuho Bank, Ltd.

		Apr. 2014	Senior Managing Executive Officer / Head of Strategic Planning and Management Control (International Banking, Investment Banking and Asset Management) of Mizuho Financial Group, Inc.

		Apr. 2015	Senior Managing Executive Officer / Head of Strategic Planning and Management Control (International Banking, Investment Banking, Transaction and Asset Management) and Strategic Planning (Priority Assignments)

		Apr. 2016	Senior Managing Executive Officer / Head of Global Corporate Company

		Apr. 2017	Deputy President & Executive Officer / Head of Global Corporate Company (current)

Junichi Kato (July 30, 1957)	Senior Managing Executive Officer Head of Global Markets Company	Apr. 2008	Executive Officer of Mizuho Securities Co., Ltd. / President & CEO of Mizuho Bank (Switzerland) Ltd.	June 2018
		Apr. 2009	Managing Executive Officer of the former Mizuho Bank, Ltd.

		Apr. 2012	Managing Executive Officer / Joint Head of Markets Unit of the former Mizuho Bank, Ltd.

			Managing Executive Officer / Joint Head of Markets Unit of the former Mizuho Corporate Bank, Ltd.

		July 2013	Managing Executive Officer / Joint Head of Markets Unit of Mizuho Bank, Ltd.

120


Name (date of birth)	Current positions and principal outside positions	Business experience		Expiration of current term as executive officer
		Apr. 2014	Managing Executive Officer / Head of Markets Unit of Mizuho Financial Group, Inc.

			Managing Executive Officer / Head of Markets Unit of Mizuho Bank, Ltd.

		Apr. 2016	Senior Managing Executive Officer / Head of Global Markets Company of Mizuho Financial Group, Inc. (current)

Katsunobu Motohashi (Nov. 11, 1957)	Senior Managing Executive Officer Head of Asset Management Company Senior Managing Executive Officer of Mizuho Bank, Ltd.	Apr. 2009	Executive Officer / General Manager of Treasury Department of Mizuho Trust & Banking Co., Ltd.	June 2018
		Apr. 2010	Managing Executive Officer
		Apr. 2012	Managing Executive Officer / Head of Pension Business Unit & Asset Management Unit (until Apr. 2014)

		Apr. 2013	Managing Executive Officer / Deputy Head of Asset Management Unit of Mizuho Financial Group, Inc.

		Apr. 2014	Managing Executive Officer / Head of Asset Management Unit

			Managing Executive Officer / Head of Asset Management Unit of Mizuho Bank, Ltd.

		Apr. 2016	Senior Managing Executive Officer / Head of Asset Management Company of Mizuho Financial Group, Inc. (current)

			Senior Managing Executive Officer / Head of Asset Management Division of Mizuho Bank, Ltd. (current)
Keiichiro Ogushi (Aug. 20, 1960)	Senior Managing Executive Officer Head of Research & Consulting Unit	Apr. 2011	Executive Officer / General Manager of Corporate Banking Coordination Division of the former Mizuho Corporate Bank, Ltd.	June 2018

121


Name (date of birth)	Current positions and principal outside positions	Business experience		Expiration of current term as executive officer
		Apr. 2012	Executive Officer / General Manager of Corporate Banking Coordination Division (Large Corporations) of the former Mizuho Bank, Ltd.
			Executive Officer / General Manager of Corporate Banking Coordination Division (Large Corporations) of the former Mizuho Corporate Bank, Ltd.

		Apr. 2013	Managing Executive Officer of the former Mizuho Bank, Ltd.
			Managing Executive Officer of the former Mizuho Corporate Bank, Ltd.
		July 2013	Managing Executive Officer of Mizuho Bank, Ltd.
		Apr. 2015	Managing Executive Officer / Head of Retail Banking Unit and Head of Corporate Banking Unit of Mizuho Financial Group, Inc.
			Managing Executive Officer / Head of Retail Banking Unit and Head of Corporate Banking Unit of Mizuho Bank, Ltd.
		Apr. 2016	Senior Managing Executive Officer / Head of Research & Consulting Unit of Mizuho Financial Group, Inc. (current)
Tsutomu Nomura (May 30, 1959)	Managing Executive Officer Head of Internal Audit Group (Group CA)	Apr. 2011	Executive Officer / General Manager of Corporate Finance Division of the former Mizuho Bank, Ltd.	June 2018
		May 2011	Executive Officer / General Manager of Credit Supervision Division I and Head of Financial Service Support Department (until July 2013)
		July 2012	Executive Officer / Joint General Manager of Corporate Credit Division of the former Mizuho Corporate Bank, Ltd.

122


Name (date of birth)	Current positions and principal outside positions	Business experience		Expiration of current term as executive officer
		July 2013	Executive Officer / General Manager of Credit Coordination Division of Mizuho Bank, Ltd.
		Apr. 2014	Managing Executive Officer / Co-Head of Credit Group of Mizuho Bank, Ltd.
		Apr. 2017	Managing Executive Officer / Head of Internal Audit Group of Mizuho Financial Group, Inc. (current)
Takanori Nishiyama (May 9, 1962)	See “—Directors.”	See “—Directors.”		June 2018
Koichi Iida (Oct. 6, 1962)	See “—Directors.”	See “—Directors.”		June 2018
Shuji Kojima (Jan. 9, 1965)	Managing Executive Officer Head of Human Resources Group (Group CHRO) Managing Executive Officer of Mizuho Bank, Ltd.	Apr. 2013	General Manager of Commercial Finance Division for Small Corporations of the former Mizuho Bank, Ltd.	June 2018
		Nov. 2013	General Manager of Compliance Division of Mizuho Financial Group, Inc.
			General Manager of Compliance Division of Mizuho Bank, Ltd.
		Apr. 2015	Executive Officer / General Manager of Compliance Division of Mizuho Financial Group, Inc.
			Executive Officer / General Manager of Compliance Division of Mizuho Bank, Ltd.
		Apr. 2016	Managing Executive Officer / Deputy Head of Internal Audit Group of Mizuho Financial Group, Inc.
			Managing Executive Officer / Head of Internal Audit Group of Mizuho Bank, Ltd.
		Apr. 2017	Managing Executive Officer / Head of Human Resources Group of Mizuho Financial Group, Inc. (current)

123


Name (date of birth)	Current positions and principal outside positions	Business experience		Expiration of current term as executive officer
			Managing Executive Officer / Head of Human Resources Group of Mizuho Bank, Ltd. (current)

Shinji Taniguchi (Feb. 3, 1964)	Managing Executive Officer Head of Global Products Unit Managing Executive Officer of Mizuho Bank, Ltd.	Apr. 2011	General Manager of East Asia Division of the former Mizuho Corporate Bank, Ltd.	June 2018
		July 2013	General Manager of East Asia Division of Mizuho Bank, Ltd.
		Apr. 2014	Executive Officer / General Manager of Investment Banking Coordination Division of Mizuho Financial Group, Inc.

			Executive Officer / General Manager of Investment Banking Coordination Division of Mizuho Bank, Ltd.

		Apr. 2016	Executive Officer / General Manager of Global Products Coordination Department of Mizuho Financial Group, Inc.

			Executive Officer / General Manager of Global Products Coordination Department of Mizuho Bank, Ltd.

		Apr. 2017	Managing Executive Officer / Head of Global Products Unit of Mizuho Financial Group, Inc. (current)

			Managing Executive Officer / Head of Global Products Unit of Mizuho Bank, Ltd. (current)

Makoto Umemiya (Dec. 23, 1964)	See “—Directors.”	See “—Directors.”		June 2018

Yasuyuki Shibata (Aug. 21, 1962)	See “—Directors.”	See “—Directors.”		June 2018

No family relationship exists among any of the directors and executive officers.

6.B. Compensation

Mizuho Financial Group transformed from a Company with Audit & Supervisory Board into a Company with Three Committees on June 24, 2014. The following provides information before and after the transformation.

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Before the transformation, in accordance with the Companies Act, as a Company with Audit & Supervisory Board, compensation for directors and audit & supervisory board members, including bonuses, retirement allowances and incentive stock options, needed to be approved at general meetings of shareholders, as the articles of incorporation did not specify otherwise. The shareholders’ approval specified the upper limit of the aggregate amount of compensation and included the description of benefits in kind. Compensation for a director or audit & supervisory board member was fixed by the Board of Directors or by consultation among audit & supervisory board members in accordance with Mizuho Financial Group’s internal regulations and practice and, in the case of retirement allowances, generally reflected the position of the director or audit & supervisory board member at the time of retirement, the length of his service as a director or audit & supervisory board member and his contribution to the company’s performance.

After the transformation, in accordance with the Companies Act, as a Company with Three Committees, compensation for each individual director and executive officer as defined in the Companies Act, including bonuses, retirement allowances, incentive stock options, performance payments and stock compensation, needs to be determined at the Compensation Committee, which is required to consist of at least three directors and the majority of which is required to consist of outside directors. See “Item 6. C. Board Practices” for more information regarding Mizuho Financial Group’s corporate governance.

The aggregate compensation paid by Mizuho Financial Group and its subsidiaries to the directors and executive officers as defined in the Companies Act of Mizuho Financial Group for the fiscal years ended March 31, 2017 (basic salaries and others) and March 31, 2016 (performance payments and stock compensation paid or determined during the following fiscal year) are shown on the following table:


Classification	Number of Persons (Note 2)		Aggregate Compensation (Note 3)		Aggregate Amounts of Compensation by Type (in millions of yen)
					For the fiscal year ended March 31, 2017								For the fiscal year ended March 31, 2016
					Basic Salaries				Other				Performance Payments				Stock Compensation
					Number of Persons		Amount		Number of Persons		Amount		Number of Persons		Amount		Number of Persons		Amount
Directors		8		229		8		202		7		0		—		—		2		26
Executive officers as defined in the Companies Act		21		1,332		21		830		18		1		21		251		21		249

Notes:

(1)	Fractions are rounded down.

(2)	With respect to the number of persons, the directors and executive officers as defined in the Companies Act who were actually paid or expected to be paid for the fiscal years ended March 31, 2016 and 2017 are stated.

(3)	With respect to the amounts, the aggregate amounts for the fiscal years ended March 31, 2016 and 2017 are stated.

(4)	The aggregate compensation paid to directors who concurrently serve as executive officers as defined in the Companies Act is included in the above table as those of “Executive officers as defined in the Companies Act.”

(5)	The six executive officers who resigned as of April 1, 2016 are included in the above.

(6)

With respect to the performance payments for the executive officers, the amounts decided by the Compensation Committee of Mizuho Financial Group in July 2016 as the performance payments for the fiscal year ended March 31, 2016 are stated. The portions that exceed a certain amount are expected to be paid as deferred payments over three years from the fiscal year ending March 31, 2018.

(7)

With respect to the stock compensation for the directors (excluding the outside directors) and the executive officers, the amounts obtained by multiplying the stock ownership points granted by the Compensation Committee of Mizuho Financial Group in July 2016 as the stock ownership points granted for the fiscal year

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ended March 31, 2016 (one (1) point translates into one (1) share of common stock of Mizuho Financial Group) by the book value of Mizuho Financial Group stock (158.6789 per share) are stated. The stock compensation for the fiscal year ended March 31, 2016 is expected to be paid as deferred payments over three years from the fiscal year ending March 31, 2018.

(8)

Because the amount of the performance payments and stock compensation to be paid with respect to the fiscal year ended March 31, 2017 has not yet been determined at present, the aggregate compensation above does not include the amount of the performance payments and stock compensation; however, the necessary reserve is recorded for accounting purposes.

(9)	The condolence money premiums and life insurance premiums subsidies concerning the fiscal year ended March 31, 2017 are included in the above table as “Other”, both of which are based on the decision by the Compensation Committee.

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


				Aggregate Amounts of Compensation by Type (in millions of yen)
	Aggregate Amount of Compensation (in millions of yen)			For the fiscal year ended March 31, 2017				For the fiscal year ended March 31, 2016
Name (Classification)			Company	Basic Salary		Other		Performance Payments		Stock Compensation
Yasuhiro Sato (Executive officer as defined in the Companies Act)		131	Mizuho Financial Group		70		0		23		23
			Mizuho Bank		4		—		1		1
			Mizuho Trust & Banking		2		—		0		0
			Mizuho Securities		2		—		0		0

Note:

(1)	Fractions are rounded down.

Mizuho Financial Group and some of its subsidiaries, including the former Mizuho Bank and the former Mizuho Corporate Bank, abolished their respective retirement allowance programs for directors, audit & supervisory board members and officers. At the ordinary general meeting of shareholders held in June 2008, Mizuho Financial Group and such subsidiaries obtained shareholders’ approval for a payment of lump sum retirement allowances for directors and audit & supervisory board members (other than those elected after such shareholders’ meeting) at the time of their respective retirement.

In conjunction with the abolishment of the retirement allowance program, Mizuho Financial Group obtained shareholders’ approval for the introduction of stock acquisition rights for directors (excluding outside directors) at the ordinary general meeting of shareholders held on June 26, 2008. On January 30, 2009, the Board of Directors resolved to issue stock acquisition rights to directors and executive officers and subsequently allotted an aggregate of 5,409 stock acquisition rights on February 16, 2009. As the directors of Mizuho Financial Group, the directors received 435 stock acquisition rights. Each stock acquisition right represents a right to purchase 1,000 shares of the common stock at ¥1 per share of common stock. The period during which the stock acquisition rights may be exercised shall be until February 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, 2017.

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On September 3, 2009, the Board of Directors resolved to issue stock acquisition rights to directors and executive officers and subsequently allotted an aggregate of 5,835 stock acquisition rights on September 25, 2009. As the directors of Mizuho Financial Group, the directors received 500 stock acquisition rights. Each stock acquisition right represents a right to purchase 1,000 shares of the common stock at ¥1 per share of common stock. The period during which the stock acquisition rights may be exercised shall be until September 25, 2029. Their exercise is conditioned on the holder losing his or her status as director or executive officer. The book value of each stock acquisition right was ¥168,690 as of March 31, 2017.

On July 30, 2010, the Board of Directors resolved to issue stock acquisition rights to directors and executive officers and subsequently allotted an aggregate of 6,808 stock acquisition rights on August 26, 2010. As the directors of Mizuho Financial Group, the directors received 500 stock acquisition rights. Each stock acquisition right represents a right to purchase 1,000 shares of the common stock at ¥1 per share of common stock. The period during which the stock acquisition rights may be exercised shall be until August 26, 2030. Their exercise is conditioned on the holder losing his or her status as director or executive officer. The book value of each stock acquisition right was ¥119,520 as of March 31, 2017.

On November 18, 2011, the Board of Directors resolved to issue stock acquisition rights to directors and executive officers, and subsequently allotted an aggregate of 12,452 stock acquisition rights on December 8, 2011. As the directors of Mizuho Financial Group, the directors received 500 stock acquisition rights. Each stock acquisition right represents a right to purchase 1,000 shares of the common stock at ¥1 per share of common stock. The period during which the stock acquisition rights may be exercised shall be until December 8, 2031. Their exercise is conditioned on the holder losing his or her status as director or executive officer. The book value of each stock acquisition right was ¥91,840 as of March 31, 2017.

On July 31, 2012, the Board of Directors resolved to issue stock acquisition rights to directors and executive officers, and subsequently allotted an aggregate of 11,776 stock acquisition rights on August 31, 2012. As the directors of Mizuho Financial Group, the directors received 498 stock acquisition rights. Each stock acquisition right represents a right to purchase 1,000 shares of the common stock at ¥1 per share of common stock. The period during which the stock acquisition rights may be exercised shall be until August 31, 2032. Their exercise is conditioned on the holder losing his or her status as director or executive officer. The book value of each stock acquisition right was ¥113,250 as of March 31, 2017.

On January 31, 2014, the Board of Directors resolved to issue stock acquisition rights to directors and executive officers, and subsequently allotted an aggregate of 7,932 stock acquisition rights on February 17, 2014. As the directors of Mizuho Financial Group, the directors received 184 stock acquisition rights. Each stock acquisition right represents a right to purchase 1,000 shares of the common stock at ¥1 per share of common stock. The period during which the stock acquisition rights may be exercised shall be until February 17, 2034. Their exercise is conditioned on the holder losing his or her status as director or executive officer. The book value of each stock acquisition right was ¥192,610 as of March 31, 2017.

On May 14, 2014, the Board of Directors determined to delegate to the President & CEO the authority to determine to issue stock acquisition rights to directors and executive officers, provided that Mizuho Financial Group would transform from a Company with Audit & Supervisory Board into a Company with Three Committees. Later, on June 24, 2014, the transformation was approved at the ordinary general meeting of shareholders.

On November 14, 2014, the President & CEO determined to issue stock acquisition rights to directors and executive officers and subsequently allotted an aggregate of 9,602 stock acquisition rights on December 1, 2014. As the directors of Mizuho Financial Group, the directors received 126 stock acquisition rights. Each stock acquisition right represents a right to purchase 1,000 shares of the common stock at ¥1 per share of common stock. The period during which the stock acquisition rights may be exercised shall be until December 1, 2034. Their exercise is conditioned on the holder losing his or her status as director or executive officer. The book value of each stock acquisition right was ¥186,990 as of March 31, 2017.

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Mizuho Financial Group’s Compensation Committee resolved, at the meeting held on May 15, 2015, to discontinue the incentive stock option program along with the introduction of performance payments and performance-based stock compensation for directors and officers. For further information on the performance payments and performance-based stock compensation, see “Mizuho Financial Group Compensation Policy” below.

“Mizuho Financial Group Compensation Policy”

Mizuho Financial Group set out the “Mizuho Financial Group Compensation Policy” concerning the determination of compensation for each individual director, executive officer and specialist officer (“Directors, etc.”) of Mizuho Financial Group as well as Mizuho Bank, Mizuho Trust & Banking and Mizuho Securities (“Core Subsidiaries”).

Executive compensation for Mizuho Financial Group and the Core Subsidiaries pursuant to such policy aims to function as incentive and compensation for each officer to exercise the designated function to the fullest with respect to striving to realize management with consideration to value creation for various stakeholders and improve corporate value through continuous and stable corporate growth based on our basic management policies under our Corporate Identity.

Basic Policy

The basic policy with respect to the determination concerning the individual compensation of Directors, etc., of Mizuho Financial Group and the Core Subsidiaries is set forth below:

•

The executive compensation shall be based on the function and responsibility assigned to and the performance of each of the Directors, etc.

•

The executive compensation shall give consideration to improving corporate value and creating value for various stakeholders over the medium to long term.

•

The executive compensation shall reflect the management environment and business performance of our group.

•

The executive compensation shall enable compensation for securing expert personnel such as professionals with a competitive edge in the market.

•

The compensation system and standards shall be reevaluated based on such factors as the economic and social conditions and survey data with respect to management compensation provided by external specialized organizations.

•

Regulations and guidelines, etc., concerning executive compensation, both in Japan and overseas, shall be complied with.

Compensation System

The compensation system for executive officers as defined in the Companies Act (including executive officers who are directors), executive officers as defined in our internal regulations and specialist officers, as well as directors, executive officers, and specialist officers of the Core Subsidiaries responsible for business execution (“Officers Responsible for Business Execution”) shall be separate from that for the non-executive directors of Mizuho Financial Group and the directors of the Core Subsidiaries responsible for management supervision (“Non-Executive Officers Responsible for Management Supervision”).

The basic compensation system for Officers Responsible for Business Execution shall consist of basic salaries in the form of fixed compensation as well as variable compensation consisting of performance payments and performance-based stock compensation. The ratio of fixed compensation to variable compensation, the range

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of variable compensation based on business performance and the payment method shall be designated in light of sound incentivization for sustainable growth and restraint on excessive risk taking, while our taking into account regulations and guidelines as well as research data, etc., both in Japan and overseas, concerning executive compensation. In principle, the ratio of fixed to variable compensations shall be 6 to 4 and the ratio of performance payments to performance-based stock compensation shall be 1 to 1, based on which the standard amount shall be calculated for each position. The variable compensation shall reflect each officer’s performance within the range of 0% to 150% of the standard amount for each position. The basic salaries, the performance payments and the performance-based stock compensation as well as the payment methods, etc., are in principle as set forth below:

The basic salaries shall factor in each officer’s function and responsibility in addition to the standard amount for each position.

The performance payments shall be monetary made as officers’ incentive to achieve the annual budget and as compensation for their achievement. The payment thereof shall reflect each officer’s performance in addition to the standard amount for each position. A system shall be adopted which enables certain amount of deferred payments of the performance payments over three years, as well as a decrease or forfeiture of the deferred amount depending on performance, etc.

The performance-based stock compensation shall be paid in the form of shares of common stock of Mizuho Financial Group acquired from the stock market through a trust with an aim to align officers’ interests with those of the shareholders and increase the incentive to enhance corporate value. The payment thereof shall reflect each officer’s performance in addition to the standard amount for each position. A system shall be adopted which enables the entire amount of deferred payments of the performance-based stock compensation over three years, as well as a decrease or forfeiture of the deferred amount depending on performance, etc.

The variable compensation intended for professional personnel, etc., appointed from outside the group shall be individually designed based on the duties and characteristics of business responsibilities and market values, etc., of each officer, a system which enables certain amount or a portion of deferred payments and non-monetary payments such as stock, as well as a decrease or forfeiture (clawback) of the deferred amount depending on the performance, etc., of the company and such personnel.

The compensation for Non-Executive Officers Responsible for Management Supervision, in principle, shall be in the form of fixed compensation from the perspective of ensuring the effectiveness of the supervisory function and shall consist of basic salaries and stock compensations.

The basic salaries shall factor in each officer’s function and responsibilities in addition to the basic amount for each of the full-time and part-time non-executive officers.

The stock compensation shall be paid to full-time internal directors excluding outside directors in accordance with the standard amount based on each position. However, the payment standards shall not fluctuate depending on each officer’s level of performance. A system shall be adopted which enables the entire amount of deferred payments of the stock compensation over three years, as well as a decrease or forfeiture of the deferred amount depending on performance, etc.

Compensation Determination Process

The Compensation Committee shall determine the determination policy of executive compensation for Mizuho Financial Group and the Core Subsidiaries and the executive compensation system, including the system set out in “Compensation System.” In addition, the Compensation Committee shall determine the compensation for each individual director and executive officer as defined in the Companies Act of Mizuho Financial Group and approve at Mizuho Financial Group the compensation of each individual director of the Core Subsidiaries.

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The President & CEO, pursuant to this policy and regulations and detailed rules, etc., shall determine the compensation for each executive officer as defined in our internal regulations and each specialist officer of Mizuho Financial Group and approve at Mizuho Financial Group the compensation of each individual executive officer and specialist officer of the Core Subsidiaries, etc.

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

The Compensation Committee, where necessary, may have officers who are not members of the committee (including officers of the Core Subsidiaries) such as the President & CEO and external experts, etc., attend its meetings and request their opinion.

Revision and Abolishment of the Policy

Revision and abolishment of the Policy shall be resolved by the Compensation Committee of Mizuho Financial Group.

6.C. Board Practices

Under the Companies Act, Companies with Three Committees are required to establish a nominating committee, a compensation committee and an audit committee and the majority of the respective committee members must be outside directors, as defined under the Companies Act. Such companies are also required to appoint executive officers under the Companies Act.

Mizuho Financial Group transformed into a Company with Three Committees from a Company with Audit & Supervisory Board in June 2014. The company believes that, under the current legal system, a Company with Three Committees is the most effective as a system to realize the basic policy regarding our corporate governance system for the following reasons:

•

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

•

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

•

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

•

To be in line with governance systems that are required globally with a strong recognition that we operate globally and are in a position in which we should play a leading role in the industry as a financial group that is a G-SIFI to continue constructing an even stronger governance system that will agilely respond to domestic and global structural changes and overcome a highly competitive environment; and as a result, to allow us to fulfill our social role and mission, which is to realize continuous and stable corporate growth and improved corporate value and shareholder interests and contribute to domestic and global economic and industrial development and prosperity of society, in response to the demands of our stakeholders.

Pursuant to its articles of incorporation, Mizuho Financial Group has established general meetings of shareholders, individual directors, the Board of Directors, the Nominating Committee, the Compensation Committee, the Audit Committee and an independent accounting auditor as the primary components of its corporate governance system.

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Board of Directors

Under the Companies Act, directors are elected by resolution of the general meetings of shareholders, and their term of office ends at the close of the ordinary general meeting of shareholders relating to the fiscal year ending within a year following their appointment.

In addition, under the Companies Act, the duties of the board of directors include making decisions on business execution and supervision of the execution of duties of directors and executive officers, and by its resolution, it may delegate making decisions on business execution (excluding certain specified matters) to the executive officers.

The main roles of the Board of Directors are making decisions on business execution such as basic management policies, which are legally matters to be determined solely by the Board of Directors, and supervising the execution of duties by directors and executive officers. The Board of Directors shall, in principle, delegate to the President & CEO, who is also the Group CEO, decisions on business execution (excluding matters that are legally required to be determined solely by the Board of Directors), for the purpose of realizing swift and flexible decision-making and expeditious corporate management and strengthening the supervision of directors and executive officers by the Board of Directors.

Pursuant to the articles of incorporation, Mizuho Financial Group has no more than 15 directors and maintains the following structure in order to manage the Board of Directors in an effective and stable manner. In light of the role of the Board of Directors to supervise management, (i) outside directors and internal directors who do not concurrently serve as persons performing executive roles (“Internal Non-Executive Directors,” and together with outside directors, “Non-Executive Directors”) comprise a majority of the directors in the Board of Directors and (ii) at least a third of the members of the Board of Directors are outside directors. Currently, the Board of Directors consists of a total of 13 directors (six outside directors, two Internal Non-Executive Directors and five directors concurrently serving as executive officers).

The Chairman of the Board of Directors shall, in principle, be an outside director (or at least a Non-Executive Director) in light of the role of the Board of Directors to supervise management. Currently, Ms. Hiroko Ota serves as the Chairman of the Board of Directors.

Nominating Committee

Under the Companies Act, the nominating committee is required to consist of at least three directors, and the majority of its members is required to consist of outside directors. The duties of the nominating committee include the determination of the contents of proposals regarding the appointment and dismissal of directors to be submitted to the general meetings of shareholders.

The main roles of the Nominating Committee of Mizuho Financial Group are determining the contents of proposals regarding the appointment and dismissal of directors of Mizuho Financial Group to be submitted to the general meetings of shareholders, exercising the approval rights held by Mizuho Financial Group with respect to the appointment and dismissal of directors of each of Mizuho Bank, Mizuho Trust & Banking and Mizuho Securities (the “Core Subsidiaries”), and exercising the approval rights held by Mizuho Financial Group with respect to the appointment and removal of representative directors and senior directors of the Core Subsidiaries.

The Chairman of the Nominating Committee shall be an outside director, and in principle its members shall be appointed from among outside directors (or at least Non-Executive Directors) in order to ensure objectivity and transparency in the appointment of directors. Currently, all members of the Nominating Committee, including the Chairman, are outside directors. As of June 23, 2017, the members of the Nominating Committee are Mr. Takashi Kawamura (Chairman), Mr. Tetsuo Seki, Mr. Tatsuo Kainaka, Ms. Hiroko Ota and Ms. Izumi Kobayashi.

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Compensation Committee

Under the Companies Act, the compensation committee is required to consist of at least three directors, and the majority of its members is required to consist of outside directors. The duties of the compensation committee include the determination of the compensation for each individual director and executive officer.

The main roles of the Compensation Committee of Mizuho Financial Group are determining the compensation for each individual director and executive officer of Mizuho Financial Group, exercising the approval rights held by Mizuho Financial Group regarding compensation of each individual director of the Core Subsidiaries, and determining the basic policies and compensation system for directors and executive officers of Mizuho Financial Group and the Core Subsidiaries.

The Chairman of the Compensation Committee shall be an outside director, and in principle its members shall be appointed from among the outside directors (or at least Non-Executive Directors) in order to ensure objectivity and transparency in the compensation of directors and executive officers. Currently, all members of the Compensation Committee, including the Chairman, are outside directors. As of June 23, 2017, the members of the Compensation Committee are Mr. Tatsuo Kainaka (Chairman), Mr. Tetsuo Seki, Mr. Takashi Kawamura and Mr. Hirotake Abe.

Audit Committee

Under the Companies Act, the audit committee is required to consist of at least three Non-Executive Directors, and the majority of its members is required to consist of outside directors. The duties of the audit committee include the audit of the execution of duties by directors and executive officers and preparation of audit reports.

The main roles of the Audit Committee of Mizuho Financial Group are auditing the execution of duties by the directors and executive officers, monitoring and inspecting the establishment and management of the internal control system of Mizuho Financial Group and its subsidiaries, monitoring and inspecting the condition of the execution of duties with respect to corporate management of subsidiaries and others by executive officers, preparing audit reports, and determining the contents of proposals regarding the appointment, dismissal and non-reappointment of accounting auditors to be submitted to the general meetings of shareholders.

Given that it is necessary for the Audit Committee to gather information through internal directors who are familiar with the financial business and related regulations, share information among the Audit Committee and to have sufficient coordination with internal control departments, Mizuho Financial Group shall in principle appoint one or two Internal Non-Executive Directors as full-time members of the Audit Committee. The majority of its members including the Chairman shall be outside directors. Currently, among the five members of the Audit Committee, two members are appointed among Internal Non-Executive Directors as full-time members of the Audit Committee, and three members including the Chairman are appointed among outside directors. As of June 23, 2017, the members of the Audit Committee are Mr. Tetsuo Seki (Chairman), Mr. Tatsuo Kainaka, Mr. Hirotake Abe, Mr. Ryusuke Aya and Mr. Nobukatsu Funaki.

All members of the Audit Committee shall be independent under the provisions of the United States Securities and Exchange Commission and the rules of the New York Stock Exchange. Further, at least one member of the Audit Committee shall be a “financial expert” as defined under U.S. laws and regulations.

Mizuho Financial Group has established committees and other organizations on a voluntary basis in addition to the above legally-required three committees as set forth below:

•

Human Resources Review Meeting

Mizuho Financial Group has established the Human Resources Review Meeting that consists of the President & CEO and outside directors who serve as members of the Nominating Committee and the

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Compensation Committee as a deliberative body that mainly conducts the deliberation of proposals to appoint executive officers as defined in the Companies Act and executive officers as defined in our internal regulations with title of Mizuho Financial Group and executive officers as defined in our internal regulations with title of Core Subsidiaries and assessment of executive officers.

•

Risk Committee

Mizuho Financial Group has established the Risk Committee that in principle fully consists of Non-Executive Directors or external experts as an advisory body that mainly advises the Board of Directors with respect to the determination and the supervision regarding risk governance, as well as the supervision of the status of risk management.

•

Outside Director Session

Mizuho Financial Group has established the Outside Director Session that consists of all outside directors and the President & CEO as a forum for free discussions with an aim to deepen outside directors’ understanding of our group and share the top management’s awareness of issues through communication among directors. At least once a year, Mizuho Financial Group holds an Outside Director Session where only outside directors attend to discuss, among others, management issues, operations of the Board of Directors and the current state of the governance structure. For the fiscal year ended March 31, 2017, an Outside Director Session only for outside directors was held twice (in July and December) and included discussions regarding the Board of Director’s handling of authorization to pay dividends, issues of management of the Board of Directors, evaluation of the effectiveness of the Board of Directors (interim evaluation) and requested items for operating lines related to the formation of the business plan for the fiscal year ending March 31, 2018.

Executive Officers

Under the Companies Act, Companies with Three Committees are required to appoint at least one executive officer by resolution of the board of directors, and its term of office ends at the close of the meeting of the board of directors initially convened following the close of the ordinary general meeting of shareholders relating to the fiscal year ending within a year following appointment. Executive officers shall decide on the business execution delegated by a resolution of the board of directors and implement business execution.

Executive officers of Mizuho Financial Group take charge of making decisions on business execution delegated by a resolution of the Board of Directors and implementing business execution of Mizuho Financial Group.

Mizuho Financial Group shall appoint as executive officers the Group CEO and, in principle, all heads of In-house Companies, Units and Groups based on the policy that it is necessary to appoint as executive officers people who make decisions on business execution delegated by the Board of Directors as managers of Mizuho Financial Group and who assume a comprehensive role of business execution.

While the President & CEO is responsible for business execution at Mizuho Financial Group, after the President & CEO makes decisions on matters delegated by the Board of Directors, determined matters shall be reported to the Board of Directors at least once every three months as part of the status of the execution of duties.

Agreements with Directors, etc.

None of the directors has service contracts with Mizuho Financial Group providing for benefits upon termination of service.

Mizuho Financial Group’s articles of incorporation, in accordance with the Companies Act, allows the company to enter into an agreement with outside directors that limits their liabilities incurred in connection with their service. The limitation of liabilities under such agreement, if the outside director performed his/her duty in

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good faith without gross negligence, must be the higher of either (i) a pre-determined amount not less than ¥20 million or (ii) the amount prescribed in laws and regulations, which is currently equivalent to two times the annual compensation of such outside director. Pursuant to the provisions in its articles of incorporation, Mizuho Financial Group has entered into such agreements with all of its outside directors that are in office.

Based on the rules of the Tokyo Stock Exchange, listed companies are required to have at least one member of the board of directors or one member of the audit & supervisory board to be “independent.” Further, listed companies that do not have less than two independent outside directors must disclose the reason for it. Currently, all of Mizuho Financial Group’s outside directors meet such independence requirements.

For additional information on directors and the board practices, see “Item 6.A. Directors and Senior Management—Directors” and “Item 10.B. Additional Information—Memorandum and Articles of Association” in this annual report.

The rights of holders of American Depositary Receipts, or ADRs, which evidence ADSs, including such ADR holders’ rights relating to corporate governance practices, are governed by the deposit agreement, which is included 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, NYSE-listed companies that are foreign private issuers meeting certain criteria, such as Mizuho Financial Group, are permitted to follow home country practices in lieu of certain provisions of Section 303A, and the company is relying on this exemption. See “Item 16.G. Corporate Governance” for a summary of significant ways in which corporate governance practices of Mizuho Financial Group differ from those followed by NYSE-listed U.S. companies.

6.D. Employees

As of March 31, 2015, 2016 and 2017, we had 54,784, 56,375 and 59,179 employees, respectively, on a consolidated basis, including overseas local staff but excluding advisers and temporary employees. We also had an average of 20,219 temporary employees during the fiscal year ended March 31, 2017.

The following tables show our full-time employees as of March 31, 2017 and the average number of temporary employees for the fiscal year ended March 31, 2017, each broken down based on business segment and geographical location:


Business segment	Number of full-time employees			Average number of temporary employees
Retail & Business Banking Company		23,813			12,333
Corporate & Institutional Company		2,116			350
Global Corporate Company		8,680			73
Global Markets Company		1,738			128
Asset Management Company		1,722			151
Others		21,110			7,184

Total		59,179			20,219


Location	Percentage of full-time employees			Average percentage of temporary employees
Japan		91.2	%		99.8	%
Americas		2.6			0.0
Europe		1.4			0.1
Asia/Oceania (excluding Japan) and others		4.8			0.1

Total		100.0	%		100.0	%

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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 tables show the number of shares of Mizuho Financial Group’s common stock owned by its directors and executive officers as of June 30, 2017:


Directors	Number of shares owned
Yasuhiro Sato		45,180
Takanori Nishiyama		108,500
Koichi Iida		11,520
Makoto Umemiya		18,900
Yasuyuki Shibata		24,600
Ryusuke Aya		146,380
Nobukatsu Funaki		37,000
Tetsuo Seki		21,100
Takashi Kawamura		130,000
Tatsuo Kainaka		16,200
Hirotake Abe		21,100
Hiroko Ota		5,000
Izumi Kobayashi		0

Executive Officers	Number of shares owned
Yasuhiro Sato		See above
Toshitsugu Okabe		625,500
Daisaku Abe		277,680
Kosuke Nakamura		611,300
Akira Sugano		370,100
Junichi Kato		579,700
Katsunobu Motohashi		227,840
Keiichiro Ogushi		324,270
Tsutomu Nomura		283,900
Takanori Nishiyama		See above
Koichi Iida		See above
Shuji Kojima		37,500
Shinji Taniguchi		12,400
Makoto Umemiya		See above
Yasuyuki Shibata		See above

None of the directors or executive officers is the owner of more than one percent of Mizuho Financial Group’s common stock, and no director or executive officer has voting rights with respect to our common stock that are different from any other holder of our common stock.

For information on our incentive stock options (stock acquisition rights) and performance-based stock compensation for directors, see “Item 6.B Compensation.”

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We maintain an 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 table shows the numbers of shares that this plan held as of March 31, 2017:


	As of March 31, 2017
Plan	Employer companies	Number of shares owned
Mizuho Employee Stock Ownership Plan	Mizuho Financial Group Mizuho Bank Mizuho Trust & Banking Mizuho Asset Management Mizuho Research Institute Mizuho Information & Research Institute

Total			109,395,265

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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, 2017:


	As of March 31, 2017
Name	Number of shares owned		Percentage of outstanding shares
Japan Trustee Services Bank, Ltd. (trustee account)		1,122,309,400		4.42	%
The Master Trust Bank of Japan, Ltd. (trustee account)		962,863,300		3.79
Japan Trustee Services Bank, Ltd. (trustee account 9)		627,066,600		2.47
Japan Trustee Services Bank, Ltd. (trustee account 5)		492,293,200		1.94
Japan Trustee Services Bank, Ltd. (trustee account 1)		365,649,900		1.44
Japan Trustee Services Bank, Ltd. (trustee account 2)		360,809,200		1.42
Japan Trustee Services Bank, Ltd. (trustee account 7)		357,374,400		1.41
State Street Bank West Client – Treaty 505234		353,600,880		1.39
JP Morgan Chase Bank 385151		307,115,823		1.21
Japan Trustee Services Bank, Ltd. (trustee account 4)		292,440,900		1.15

Total		5,241,523,603		20.65	%

As of March 31, 2017, there were 205 record holders of our common stock with addresses in the United States, whose shareholdings represented approximately 10% 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 with addresses in the United States might not fully reflect the number of beneficial owners in the United States.

Preferred Stock

There was no outstanding preferred stock as of March 31, 2017. We acquired 75,091,100 shares of the eleventh series class XI preferred stock on July 1, 2016, in respect of which a request for acquisition had not been made by June 30, 2016, and cancelled all of our treasury shares of eleventh series class XI preferred stock on July 13, 2016.

7.B. Related Party Transactions

We and our subsidiary banks had, and expect to have in the future, banking transactions and other transactions in the ordinary course of business with our related parties. Although, for the fiscal year ended March 31, 2017, such transactions included, but were not limited to, call money, loans, deposits, guarantees and foreign exchange transactions, those transactions were immaterial and were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and did not involve more than the normal risk of collectability or present other unfavorable features.

During the fiscal year ended March 31, 2017, none of the directors or executive officers, 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, 2017.

During the fiscal year ended March 31, 2017, no loans were made to the directors or executive officers other than loans in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and involving no more than the normal risk of collectability or presenting other unfavorable features.

7.C. Interests of Experts and Counsel

Not applicable.

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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 by subsidiaries 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 pledgors of security for the bonds relating to foreclosure proceedings on the collateral and has been named as a defendant in a lawsuit brought by the obligors under the bonds in Indonesia. Our consolidated financial statements do not include a reserve in relation to this dispute because we do not believe the resolution of this matter will have a significant impact on our consolidated financial condition or results of operations, although there can be no assurance 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, annual cash dividends for the fiscal year ended March 31, 2017 were ¥7.5 per share of common stock (interim cash dividends of ¥3.75 per share of common stock and year-end cash dividends of ¥3.75 per share of common stock), which was the same amount as the annual cash dividend per share of common stock of the fiscal year ended March 31, 2016.

We intend to distribute dividends twice per year to shareholders of record as of March 31 and September 30 in each year as year-end dividends and as interim dividends, respectively, to return profits to shareholders in a timely way.

In accordance with our articles of incorporation, we determine dividend payments of surplus not by a resolution at a general meeting of shareholders but by a resolution of our Board of Directors, unless otherwise provided for in laws or regulations.

8.B. Significant Changes

Except as disclosed in note 35 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.

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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:


Fiscal years ended March 31,	Price per ADS				Average daily trading volume
Fiscal years ended March 31,	High		Low		Average daily trading volume
					(shares)
2013		4.68		2.80		478,892
2014		4.55		3.62		556,105
2015		4.17		3.22		352,911
2016		4.51		2.72		608,446
2017		3.87		2.69		426,812
2016:
First quarter		4.51		3.53		414,585
Second quarter		4.50		3.41		608,347
Third quarter		4.27		3.72		709,587
Fourth quarter		4.05		2.72		702,651
2017:
First quarter		3.30		2.69		814,598
Second quarter		3.71		2.76		293,004
Third quarter		3.87		3.17		334,969
Fourth quarter		3.85		3.56		257,964
Most recent six months:
December		3.87		3.53		316,530
January		3.75		3.56		259,495
February		3.78		3.63		329,564
March		3.85		3.65		197,486
April		3.73		3.47		606,983
May		3.76		3.47		204,871

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Market Prices Information for Our Shares

See “Item 9.C. The Offer and Listing—Markets” for information on the stock exchanges on which our common 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:


	Price per share⁽¹⁾				Average daily trading volume
Fiscal years ended March 31,	High		Low		Average daily trading volume
					(shares)
2013		221		110		142,901,584
2014		240		180		186,546,095
2015		226.6		178.1		132,018,080
2016		280.4		149.3		200,523,432
2017		225.3		142.0		162,921,802
2016:
First quarter		280.4		208.6		241,085,838
Second quarter		272.8		215.7		218,526,590
Third quarter		263.2		222.6		138,586,887
Fourth quarter		244.4		149.3		203,599,279
2017:
First quarter		185.7		142.6		160,817,541
Second quarter		186.4		142.0		160,435,263
Third quarter		225.3		163.5		201,903,957
Fourth quarter		217.3		204.0		128,571,211
Most recent six months:
December		225.3		204.1		207,247,457
January		217.3		204.4		139,697,321
February		213.9		205.4		120,643,585
March		215.0		204.0		126,169,232
April		207.3		186.7		125,785,545
May		210.7		192.2		97,465,930

Note:

(1)	Since July 22, 2014, Tokyo Stock Exchange has introduced sub-yen tick sizes for the shares of TOPIX 100 constituents, which contain decimals. Our shares are included in the TOPIX 100 constituents.

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 ADSs have been listed on the New York Stock Exchange since November 8, 2006 and are quoted under the ticker symbol “MFG.”

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9.D. Selling Shareholders

Not applicable.

9.E. Dilution

Not applicable.

9.F. Expenses of the Issue

Not applicable.

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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 this annual report as Exhibit 1.1, is to engage in the following businesses as a bank holding company:

•

operation and management of bank holding companies, banks, specialized securities companies and other companies which we may own as our subsidiaries under the Banking Act, and any other business incidental thereto; and

•

any other business that a bank holding company may engage in under the Banking Act.

Our Board of Directors

Under the Companies Act (Kaisha Hou) (Act No. 86 of 2005, as amended), because we have adopted the “Company with Three Committees” system, our directors have no power to execute our business except in limited circumstances as permitted by law. If a director also serves concurrently as an executive officer, then he or she can execute our business in the capacity of executive officer. 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 Companies Act, however, requires such director to refrain from voting on such matters at meetings of the board of directors.

The amount of compensation to each our director is determined by the Compensation Committee, which consists of our directors, the majority of whom are outside directors (See “Item 6.C. Board Practices”).

The borrowing powers have been delegated to the executive officers by the Board of Directors in accordance with the Companies Act.

Neither the Companies Act nor our articles of incorporation set a mandatory retirement age for our directors.

There is no requirement concerning the number of shares an individual must hold to qualify as a director under the Companies Act or our articles of incorporation.

Common Stock

General

Set 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 Companies Act relating to joint stock corporations (kabushiki kaisha) and certain related legislation, all as currently in effect.

Under our articles of incorporation, we are authorized to issue 48,000,000,000 shares of common stock.

As of March 31, 2017, 25,386,307,945 shares of common stock were issued.

Where relevant to the common stock, provisions of our preferred stock are also described below.

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Distribution of Surplus

General

Under the Companies Act, distribution of cash or other assets by a joint stock corporation to its shareholders, including dividends, takes the form of distribution of Surplus (as defined in “—Restriction on Distribution of Surplus”). We are permitted to make distributions of Surplus to our shareholders any number of times per fiscal year, subject to certain limitations described in “—Restriction on Distribution of Surplus.” Under the Companies Act and our articles of incorporation, distributions of Surplus are in principle permitted by a resolution of the Board of Directors as long as our non-consolidated annual financial statements and certain documents for the latest fiscal year fairly present our assets and profit and loss, as required by an ordinance of the Ministry of Justice. Distributions of Surplus are, however, required to be authorized by a resolution of a general meeting of shareholders if the aforementioned condition is not met.

Distributions of Surplus may be made in cash or in kind in proportion to the number of shares of common stock held by each shareholder. A resolution of the Board of Directors or a general meeting of shareholders authorizing a distribution of Surplus must specify the kind and aggregate book value of the assets to be distributed, the manner of allocation of such assets to shareholders, and the effective date of the distribution. If a distribution of Surplus is to be made in kind, we may, pursuant to a resolution of the Board of Directors or (as the case may be) a general meeting of shareholders, grant the right to our shareholders to require us to make such distribution in cash instead of in kind. If no such right is granted to shareholders, the relevant distribution of Surplus must be approved by a special resolution of a general meeting of shareholders (see “—Voting Rights” with respect to a “special resolution”).

Under our articles of incorporation, the record date for annual dividends and interim dividends is March 31 and September 30, respectively, in each year. In Japan, the “ex-dividend date” (the date from which purchasers of shares through Japanese stock exchanges will not be entitled to the dividends to be paid to registered shareholders as of any record date) and the record date for dividends precede the date of determination of the amount 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 the commencement 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 annual preferred dividends on the shares of any series of 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 any 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)

In the above formula:

“A” = the total amount of other capital surplus and other retained earnings, each such amount being that appearing 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 the consideration for such treasury stock received by us less the book value thereof

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“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 (if any)

“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 such treasury stock

“F” = (if we have distributed Surplus to our shareholders after the end of the last fiscal year) the total book value 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 of Justice.

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 Amount at 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 and legal reserve, each such amount being the amount in our non-consolidated balance sheet as of the end of the last fiscal year) all or certain part of such exceeding amount as calculated in accordance with the ordinances of the 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 as of 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, 2017.

If we have prepared interim financial statements as described below, and if such interim financial statements have been approved by the Board of Directors or (if so required by the Companies Act) by a general meeting of shareholders, 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 of which such interim financial statements have been prepared. We may prepare non-consolidated interim financial statements consisting of a balance sheet as of any date subsequent to the end of the last fiscal year and an income statement for the period from the first day of the current fiscal year to the date of such balance sheet. Interim financial statements so prepared by us must be audited by our corporate auditors and/or outside accounting auditor, as required by an ordinance of the Ministry of Justice.

Capital and Reserves

We may reduce our additional paid-in capital or legal reserve generally by resolution of a general meeting of shareholders and, if so decided by the same resolution, may account for the whole or any part of the amount of such reduction as stated capital. On the other hand, we may reduce our stated capital generally by special

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resolution of a general meeting of shareholders and, if so decided by the same resolution, may account for the whole 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 reserve by 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 by determination by executive officers under the authority delegated by resolution 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 such stock split by amending our articles of incorporation, of which amendment may be effected by resolution of the Board 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 of shares consisting of 100 shares held by them at general meetings of shareholders or at meetings of holders of a particular 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 a full unit will not have shareholder rights, except for those specified in an ordinance of the Ministry of Justice which include rights (i) to receive dividends, (ii) to receive cash or other assets in case of a consolidation or split of 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 the current market price as determined pursuant to the Companies Act in cases of such shares having a market price (such as our common stock) or (b) at the price as determined through negotiations between the holders of shares constituting less than a full unit and us in cases where such shares have no market price (such as our preferred stock), which request may not be withdrawn without our consent. In addition, holders of shares constituting less than a full unit may require us to sell them such number of shares, which, when combined with the number of shares already held by such holder, shall constitute a whole unit of shares; provided that we will be obliged to comply 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 of shareholders’ rights entitled regardless of record dates as described in “—Transfer of Shares.” The executive officers under the authority delegated by the Board of Directors may reduce the number of shares constituting one unit of shares or cease to use the unit share system by amendments to the articles of incorporation without 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 of each 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, the time and the purpose thereof must be given to each shareholder having voting rights (or, in the case of a non-resident shareholder, to its standing proxy or mailing address in Japan) at least two weeks prior to the date set for the meeting. The record date for an ordinary general meeting of shareholders is March 31 of each year.

Any shareholder holding at least 300 voting rights or 1% of the total number of voting rights for six months or longer may propose a matter to be considered at a general meeting of shareholders by submitting a request to a

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representative 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 described above 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 held by 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 the meeting. Our articles of incorporation provide that the quorum for election of directors is one-third of the total number of voting rights. Our shareholders are not entitled to cumulative voting in the election of directors. A shareholder may exercise its voting rights in writing or through a proxy, provided that the proxy shall also be a holder of our shares having voting rights at such meeting.

The Companies Act provides that certain important matters shall be approved by a “special resolution” of a general meeting of shareholders. Under our articles of incorporation, the quorum for a special resolution is one-third of the total number of voting rights, and the approval of not less than two-thirds of the voting rights held by the shareholders present at the meeting is required for adopting a special resolution. Such important matters include:

any amendment to our articles of incorporation (except for such amendments that may be authorized by executive officers under the authority delegated by the board of directors under the Companies Act such as (i) an increase of the number of authorized shares in the same ratio as that of a stock split, (ii) a reduction of the number of shares per unit of shares and (iii) abolishing the unit share system);

our dissolution, merger or consolidation requiring shareholders’ approval;

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;

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

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

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

our corporate split requiring shareholders’ approval;

consolidation of shares of common stock;

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; and

12.

issuance of stock acquisition rights (including those incorporated in bonds with stock acquisition rights) to persons other than the shareholders at a “specially favorable” price or under “specially favorable” conditions.

Liquidation Rights

In the event of our liquidation, the assets remaining after payment of all debts, liquidation expenses, taxes and distributions of residual assets relating to the then outstanding preferred stock will be distributed among holders of common stock in proportion to the respective numbers of shares held by them. See “—Preferred Stock—Liquidation Rights.”

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Issue of Additional Shares and Pre-emptive Rights

Holders of the common stock have no pre-emptive rights. Authorized but unissued shares of common stock may be issued at such times and upon such terms as executive officers under the authority delegated by the Board of Directors determine, 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 a third party whereby the third party will hold more than 50% of the voting rights of all shareholders, we shall give notice (including a public notice) to our shareholders in advance, and if shareholders who hold one-tenth or more of the voting rights of all shareholders dissent from the third-party allotment, the approval by an ordinary resolution of a general meeting of shareholders is generally required before the payment date for such issuance or transfer pursuant to the Companies Act. In addition, pursuant to the regulations of the stock exchanges in Japan, in the case of an issuance or transfer of shares or stock acquisition rights by way of an allotment to a third party which would dilute the outstanding voting shares by 25% or more or change the controlling shareholder, in addition to a determination by the executive officers, the approval of the shareholders or an affirmative opinion from a person independent of our management is generally required.

Executive officers under the authority delegated by the Board of Directors may, however, determine that shareholders of a particular class of stock shall be given subscription rights to new shares of the same class, in which case they must be given on uniform terms to all 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 notice of the date on which such rights expire (but see “—Preferred Stock—Issue of Additional Shares and Pre-emptive Rights” regarding our preferred stock).

Stock Acquisition Rights

We may issue stock acquisition rights (shinkabu yoyakuken). Holders of stock acquisition rights are entitled to acquire shares from us, upon payment of the applicable exercise price, and subject to other terms and conditions thereof. We may also issue bonds with stock acquisition rights (shinkabu yoyakuken-tsuki shasai). The issuance of stock acquisition rights and bonds with stock acquisition rights may be authorized by executive officers under the authority delegated by the Board of Directors unless it is made at a “specially favorable” price or under “specially favorable” conditions, as described in “—Voting Rights” and subject to the approval of the shareholders or an affirmative opinion from an independent person in certain cases, as described in “—Issue of Additional Shares and Pre-emptive Rights.”

Record Date

As mentioned above, March 31 is the record date for the payment of annual dividends and the determination of shareholders entitled to vote at the ordinary general meeting of shareholders. September 30 is the record date for the payment of interim dividends. In addition, by a determination by executive officers under the authority delegated by the Board of Directors and after giving at least two 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:

by way of purchase on any Japanese stock exchange on which the shares of our common stock are listed or by way of tender offer (in either case pursuant to a resolution of the Board of Directors as long

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as our non-consolidated annual financial statements and certain documents for the latest fiscal year fairly present our assets and profit and loss, as required by an ordinance of the Ministry of Justice);

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

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

In the case of 2. above, any other shareholder may make a request to us to be included as a seller in the proposed purchase, unless the purchase price or any other consideration to be received by the relevant 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 is no trading in the shares on the stock exchange or if the stock exchange is not open on such day, the price at which the shares are first traded on such stock exchange thereafter).

The total amount of the purchase price of shares of common stock may not exceed the Distributable Amount, as described in “—Distribution of Surplus—Restriction on Distribution of Surplus.”

We may hold the shares of common stock acquired, and may generally transfer or cancel such shares by a determination by executive officers under the authority delegated by the Board of Directors.

Disposal of Shares of Common Stock Held by Shareholders whose Location is Unknown

We are not required to send notices to a shareholder if notices given by us to such shareholder fail to arrive for five consecutive years or more at its address registered in our register of shareholders or otherwise notified to us.

In the above case, if the relevant shareholder also fails to receive dividends on the shares continuously for five 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 such disposition on behalf of the relevant shareholder.

Reporting of Substantial Shareholders

The Financial Instruments and Exchange Act and its related regulations require any person who has become, beneficially and solely or jointly, a holder of more than 5% of the total issued shares of capital stock of 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 report must 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 conversion of convertible securities or exercise of share subscription warrants or stock acquisition rights are taken into account in determining both the number of shares held by the holder and the company’s total issued share capital. Any such report shall be filed with the Director of the relevant Local Finance Bureau of the Ministry of Finance through the Electronic Disclosure for Investors’ Network (EDINET) system.

There are other reporting requirements under the Banking Act. See “Item 4.B. Information on the Company—Business Overview—Supervision and Regulation—Japan—Examination and Reporting Applicable to 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 of common stock or preferred stock.

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Transfer of Shares

At present, JASDEC is the only institution that is designated by the relevant authorities as a clearing house which is permitted to engage in the clearing operations of listed shares under the Act on Book-Entry Transfer of Corporate Bonds, Stocks, etc. (Act No. 75 of 2001, including regulations promulgated thereunder; the “Book-entry Act”). Under the clearing system above, in order for any person to hold, sell or otherwise dispose of listed shares, such person must have an account at an account managing institution unless such person has an account at JASDEC. “Account managing institutions” are financial instruments business operators (i.e., securities companies), banks, trust companies and certain other financial institutions which meet the requirements prescribed by the Book-entry Act, and only those financial institutions that meet further stringent requirements of the Book-entry Act can open accounts directly at JASDEC. Under the Book-entry Act, any transfer of shares 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 held in such account. Under the Companies Act and the Book-entry Act, in order to assert shareholders’ rights to which shareholders as of record dates are entitled (such as the rights to vote at a general meeting of shareholders or receive dividends) against us, a shareholder must have its name and address registered in our register of shareholders. Under the clearing system, such registration is made upon our receipt of necessary information from JASDEC. On the other hand, in order to assert shareholders’ rights to which shareholders are entitled regardless of record dates such as minority shareholders’ rights including the right to propose a matter to be considered at a general meeting of shareholders, except for shareholders’ rights to request us to purchase or sell shares 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 our share handling regulations. Under the Book-entry Act, the shareholder shall exercise such shareholders’ right within four weeks after the notice above. Non-resident shareholders are required to appoint a standing proxy in Japan or provide a mailing address in Japan. Each such shareholder must give notice of such standing proxy or mailing address to the relevant account managing institution. Such notice will be forwarded to us through JASDEC. Japanese securities companies and commercial banks customarily act as standing proxies and provide related services 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 the Japanese 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 brief summaries of the relevant provisions of our articles of incorporation, our share handling regulations and the Companies Act and certain related legislation, all as currently in effect. The detailed rights of our preferred stock are set forth in our articles of incorporation and the resolutions of our Board of Directors or a determination by executive officer(s) under the authority delegated by the Board of Directors relating to the issuance of the relevant series of preferred stock.

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General

Under our articles of incorporation, we are authorized to issue 900,000,000 shares of each of the first to fourth series of class XIV preferred stock (provided that the aggregate number of shares authorized to be issued with respect to the four series of class XIV preferred stock may not exceed 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), 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 not exceed 1,500,000,000 shares).

As of March 31, 2017, there was no outstanding preferred stock. On July 1, 2016, 75,091,100 shares of eleventh series class XI preferred stock, which were then all the outstanding shares of such series (excluding our treasury shares), were mandatorily acquired by us in consideration of 265,433,368 shares of common stock, which number of shares was calculated at ¥282.90 per share, and all of our treasury shares of eleventh series class XI preferred stock were cancelled on July 13, 2016.

Preferred Dividends

Payment of annual dividends on shares of common stock is subject to the prior payment of the annual preferred dividends on shares of preferred stock. The amount of preferred dividends for each series of the preferred stock is as follows:

•

Each of the first to fourth series of class XIV preferred stock (currently not in issue) bears an annual non-cumulative dividend of the amount to be determined by resolution of the Board of Directors or determination by executive officer(s) under the authority delegated by the Board of Directors at the time 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 non-cumulative dividend of the amount to be determined by resolution of the Board of Directors or determination by executive officer(s) under the authority delegated by the Board of Directors at the time 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 XVI preferred stock (currently not in issue) bears an annual non-cumulative dividend of the amount to be determined by resolution of the Board of Directors or determination by executive officer(s) under the authority delegated by the Board of Directors at the time 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 interim preferred dividend will be deducted from the annual preferred dividend payable on preferred stock in respect of the same fiscal year.

No payment of dividends on our preferred stock or any other stock may be made unless we have sufficient Distributable Amount and a resolution to pay such dividend is obtained at the Board of Directors or at the relevant general meeting of shareholders, as the case may be.

Dividends on our preferred stock are non-cumulative. If the full amount of any dividend is not declared on our preferred stock in respect of any fiscal year, holders of our preferred stock do not have any right to receive dividends in respect of the deficiency in any subsequent fiscal year, and we will have no obligation to pay the deficiency or to pay any interest regardless of whether or not dividends are paid in respect of any subsequent fiscal year. The holders of our preferred stock are not entitled to any further dividends or other participation in or distribution of surplus.

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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.

Holders of our preferred stock are not entitled to any further dividends or other participation in or distribution of our residual assets upon our liquidation.

Voting Rights

No holder of preferred stock has a right to receive notice of, or to vote at, a general meeting of shareholders, except as otherwise specifically provided under the Companies Act or other applicable law or our articles of incorporation. Under our articles of incorporation, holders of units of our preferred stock will be entitled to receive 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 to declare a preferred dividend is not submitted to such meeting (except in the case where a resolution of the Board of Directors to pay the preferred dividends is made pursuant to our articles of incorporation between the last day of the business year and the date of such meeting); or

•

from the close of any ordinary general meeting of shareholders if a proposed resolution to declare a preferred dividend is not approved at such meeting,

until such time as a resolution of the Board of Directors to pay the preferred dividends is made pursuant to our articles of incorporation or a resolution of an ordinary general meeting of shareholders declaring a preferred dividend is approved.

A separate resolution of a meeting of the holders of the preferred stock is required in order to approve the following 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 the terms of the shares or increase the number of authorized number of shares or authorized number of any 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 the above 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 of shareholders is required to be approved by such separate resolution, the record date for the relevant meeting of

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the holders of the common stock or the preferred stock, as the case may be, is the same date as the record date for the 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 any other 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 the preferred stock in issue, other preferred stock ranking pari passu with the preferred stock in issue as regards the order of such participation in profits or assets of us and carrying such rights as to rates of preferred dividends or terms of conversion as the Board of Directors may determine, subject to the limitations set forth in our articles of incorporation and the Companies Act.

Acquisition of Preferred Stock

We may, if required, subject to regulatory approval, acquire any shares of the preferred stock then outstanding at any time out of the Distributable Amount (as defined in “—Common Stock—Restriction on Distribution of Surplus”). On or after the date to be determined by a resolution of the Board of Directors or a determination by executive officer(s) under the authority delegated by the Board of Directors relating to the issuance of the relevant preferred stock, we may also acquire all or a portion of each series of the first to fourth series of class XV (currently not in issue) or the first to fourth series of class XVI preferred stock (currently not in issue) at the acquisition price to be determined by a resolution of the Board of Directors or a determination by executive officer(s) under the authority delegated by the Board of Directors relating to the issuance of the relevant preferred stock on the date separately determined by a resolution of the Board of Directors or a determination by executive officer(s) under the authority delegated by the Board of Directors, 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.

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 to subscribe for or purchase shares, stock acquisition rights or bonds with stock acquisition rights in the event of an issuance of additional shares or bonds and that no free distribution of stock acquisition rights may be made to the holders of our preferred stock.

Conversion

Our articles of incorporation provide that holders of the first to fourth series of class XIV (currently not in issue) or the first to fourth series of class XV (currently not in issue) preferred stock may, at their option, convert their shares to common stock by requesting us to acquire such shares and issue or transfer common stock to them. Other classes of our preferred stock are non-convertible.

Our articles of incorporation also provide that the first to fourth series of class XIV (currently not in issue) or the first to fourth series of class XV (currently not in issue) preferred stock outstanding on the last day of 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”).

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On July 1, 2016, which was the mandatory conversion date, 75,091,100 shares of eleventh series class XI preferred stock, which were then all the outstanding shares of such series (excluding our treasury shares), were mandatorily acquired by us in consideration of 265,433,368 shares of common stock. Such number of shares was calculated at ¥282.90 per share as the mandatory conversion price which was 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.

Acquisition of Preferred Stock without Consideration or in Exchange for Common Stock

In order to enable the relevant preferred stock to meet the criteria for inclusion in Additional Tier 1 capital under the capital adequacy guidelines of the Financial Services Agency under the Basel III rules, the first to fourth series of class XIV (currently not in issue), the first to fourth series of class XV (currently not in issue) 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 of class XV (currently not in issue) and the first and second series of class XVI (currently not in issue) preferred stock, upon the occurrence of an event determined by a resolution of the Board of Directors or a determination by executive officer(s) under the authority delegated by the Board of Directors relating to the issuance of the relevant preferred stock as an event where a 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 we would become non-viable, is determined to be necessary, we shall mandatorily acquire the relevant preferred stock, in whole, free of consideration, on a date which falls after the occurrence of such event as determined by the resolution of the Board of Directors or a determination by executive officer(s) under the authority delegated by the Board of Directors relating to the issuance of the relevant preferred stock and which date shall be separately determined by a resolution of the Board of Directors or a determination by executive officer(s) under the authority delegated by the Board of Directors after the issuance of the relevant preferred stock, or a date which falls after the occurrence of the relevant certain event and which date shall be determined by the resolution of the Board of Directors or a determination by executive officer(s) under the authority delegated by the Board of Directors relating to the issuance of the relevant preferred stock, giving due consideration to the capital adequacy requirements applicable to us and other factors.

In respect of the third and fourth series of class XIV (currently not in issue), the third and fourth series of class XV (currently not in issue) and the third and fourth series of class XVI (currently not in issue) preferred stock, upon the occurrence of an event determined by a resolution of the Board of Directors or a determination by executive officer(s) under the authority delegated by the Board of Directors relating to the issuance of the relevant preferred stock as an event where a 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 we would become non-viable, is determined to be necessary, we shall mandatorily acquire the relevant preferred stock, in whole, on a date which falls after the occurrence of such event as determined by the resolution of the Board of Directors or a determination by executive officer(s) under the authority delegated by the Board of Directors relating to the issuance of the relevant preferred stock and which date shall be separately determined by a resolution of the Board of Directors or a determination by executive officer(s) under the authority delegated by the Board of Directors after the issuance of the relevant preferred stock, or a date which falls after the occurrence of the relevant certain event and which date shall be determined by the resolution of the Board of Directors or a determination by executive officer(s) under the authority delegated by the Board of Directors relating to the issuance of the relevant preferred stock, giving due consideration to the capital adequacy requirements applicable to us and other factors, and instead, we shall deliver our own common stock to holders of the relevant preferred stock. In this case, the terms of acquisition, including the number of shares of the common stock to be delivered in exchange for the acquisition of one (1) share of the relevant preferred stock, shall be determined by the resolution of the relevant Board of Directors or the determination by relevant executive officer(s) under the authority delegated by the Board of Directors relating to the issuance of 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.

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10.C. Material Contracts

There were no material contracts entered into by us for the two years preceding the filing of this annual report that were not entered into in the ordinary course of business.

10.D. Exchange Controls

Foreign Exchange and Foreign Trade Act

The Foreign Exchange and Foreign Trade Act of Japan and the cabinet orders and ministerial ordinances incidental thereto, collectively the Foreign Exchange Act, set forth, among other matters, the regulations relating to the receipt by non-residents of Japan of payment with respect to shares to be issued by us and the acquisition and holding of shares by non-residents of Japan and foreign investors, both as defined below. It also applies in some 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 Act currently in effect does not affect the right of a non-resident of Japan to purchase or sell ADSs outside Japan for non-Japanese currency.

“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 that are located in Japan are regarded as residents of Japan while the branches and offices of Japanese corporations located outside Japan are regarded as non-residents of Japan.

“Foreign investors” are 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 in 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 power of representation) of which are not resident in Japan.

Dividends and Proceeds of Sales

Under the Foreign Exchange Act, dividends paid on, and the proceeds of sales in Japan of, shares held by non-residents of Japan may in general be converted into any foreign currency and repatriated abroad. The acquisition of our shares by non-residents of Japan by way of a stock split is not subject to any notification or reporting requirements.

Acquisition of Shares

In general, a non-resident of Japan who acquires shares from a resident of Japan is not subject to any prior filing requirement, although the Foreign Exchange Act empowers the Minister of Finance of Japan to require prior approval for any such acquisition in certain limited circumstances. While such prior approval is not required in general, in the case where a resident of Japan transfers shares of a Japanese company for consideration exceeding \100 million to a non-resident of Japan, the resident of Japan that transfers the shares is required to report the transfer to the Minister of Finance of Japan within 20 days from the date of the transfer or the date of the payment for such transfer, whichever is later, unless the transfer is made through a bank or financial instruments business operator licensed or registered under Japanese law.

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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 must file a report of such acquisition with the Minister of Finance and any other competent Minister on or before the 15th 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 and any 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 holders of shares of our common stock or ADSs representing shares of our common stock who are non-residents of Japan or 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 and treaties 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, and any 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 of dividends. 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, the aforementioned 20.42% withholding tax rate is reduced to 15.315% for dividends due and payable on or before December 31, 2037. Due to the imposition of a special additional withholding tax (2.1% of the original withholding tax amount) to secure funds for reconstruction from the Great East Japan Earthquake, the original withholding tax rate of 15% and 20%, as applicable, has been effectively increased, respectively, to 15.315% and 20.42%, during the period beginning on January 1, 2013 and ending on December 31, 2037.

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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 a Japanese corporation or an individual is generally reduced to 10% of the gross amount actually distributed, except where such United States resident conducts business in Japan through a permanent establishment situated therein and the holding in respect of which the dividends are paid is effectively connected with such permanent establishment. Dividends paid to pension funds which are qualified United States residents eligible to enjoy treaty benefits are exempt from Japanese income taxation by way of withholding or otherwise unless such dividends are derived from the carrying on of a business, directly or indirectly, by such pension funds. Under Japanese tax law, any reduced maximum rate applicable under a tax treaty shall be available when such maximum rate is below the rate otherwise applicable under the Japanese tax law referred to in the preceding paragraph with respect to the dividends to be paid by us on shares of 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 of Japanese withholding tax, or exemption therefrom, as the case may be, is required to submit an Application Form for Income Tax Convention Regarding Relief from Japanese Income Tax and Special Income Tax for Reconstruction on Dividends (together with any other required forms 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 filing procedure is available for non-resident holders to claim treaty benefits of exemption from or reduction of Japanese withholding tax, by submitting a Special Application Form for Income Tax Convention Regarding Relief from Japanese Income Tax and Special Income Tax for Reconstruction on Dividends of Listed Stocks (together with any other required forms and documents). With respect to ADSs, this reduced rate or exemption will be applicable to non-resident holders of ADSs if the depositary or its Agent submits two Application Forms (one before payment of dividends and the other within eight months after the record 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 to provide other information or documents as may be required by the depositary. Non-resident holders who are entitled, under any applicable tax treaty, to a reduced rate of Japanese withholding tax below the rate otherwise applicable 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 of withholding taxes withheld in excess of the rate under an applicable tax treaty (if such non-resident holders are entitled to a reduced treaty rate under the applicable tax treaty) or the full amount of tax withheld (if such non-resident holders are entitled to an exemption under the applicable tax treaty), as the case may be, by complying with 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 procedures as stated above are not followed.

Gains derived from the sale or other disposition of shares of our common stock or ADSs outside Japan by a non-resident holder, who is a portfolio investor, are not, in general, subject to Japanese income tax or corporation tax.

Any deposits or withdrawals of shares of our common stock by a non-resident holder in exchange for ADSs are, in general, not subject to Japanese income or corporation tax.

Japanese inheritance and gift taxes, at progressive rates, may be payable by an individual who has acquired our shares of our common stock or ADSs from an individual, as a legatee, heir or donee, even if none of the acquiring individual, the decedent or the donor is a Japanese resident.

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U.S. Taxation

The following sets forth the material United States federal income tax consequences of the ownership of shares 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 and the 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 have elected 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. This summary 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 or organized 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 from those 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 accordance with their terms.

We urge U.S. holders to consult their own tax advisors concerning the U.S. federal, state and local and other tax consequences to them of the purchase, ownership and disposition of shares or ADSs.

ADSs

If a U.S. holder holds ADSs, for U.S. federal income tax purposes, such holder will generally be treated as the owner of the underlying shares that are represented by such ADSs. Accordingly, deposits or withdrawals of shares in exchange for ADSs are not subject to U.S. federal income tax.

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Taxation of Dividends

Subject to the discussion under “—U.S. Taxation—Passive Foreign Investment Company Rules” below, the gross amount of any distribution received with respect to our shares or ADSs (including amounts withheld to reflect Japanese withholding taxes), will be taxable as dividends, to the extent paid out of the current or accumulated 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 gross income as ordinary income on the day actually or constructively received by such U.S. holder in the case of shares, or by the depositary, in the case of ADSs. Such dividends received by a U.S. holder will not be eligible for the “dividends-received deduction” allowed to U.S. corporations in respect of dividends received from other U.S. corporations. To the extent that an amount received by a U.S. holder exceeds such holder’s allocable share of our current and accumulated earnings and profits, such excess will be applied first to reduce such holder’s tax basis in its shares or ADSs, thereby increasing the amount of gain or decreasing the amount of loss recognized on a subsequent disposition of the shares or ADSs. Then, to the extent such distribution exceeds such U.S. holder’s tax basis, such excess will be treated as capital gain. However, we do not expect to keep earnings and profits in accordance with U.S. federal income tax principles. Therefore, U.S. holders should expect that a distribution will generally be treated as a dividend.

The amount of the dividend paid in yen will be the U.S. dollar value of the yen payments received. This value will be determined at the spot yen/U.S. dollar rate on the date the dividend is received by the depositary in the case of U.S. holders of ADSs, or by the shareholder in the case of U.S. holders of shares, regardless of whether the dividend payment is in fact converted into U.S. dollars at that time. If the yen received as a dividend are not converted into U.S. dollars on the date of receipt, a U.S. holder will have basis in such yen equal to their dollar value on the date of receipt, and any foreign currency gains or losses resulting from the conversion of the yen will generally be treated as U.S. source ordinary income or loss.

The maximum rate of withholding tax on dividends paid to you pursuant to the Treaty is 10%. As discussed under “ —Japanese Taxation” above, if the Japanese statutory rate applicable to you is higher than the maximum Treaty rate, you will be required to properly demonstrate to the Japanese tax authorities your entitlement to the reduced withholding rate under the Treaty. Subject to certain limitations, the Japanese tax withheld may be creditable 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 paid in 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 not protected 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.

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 corporation that is eligible for the benefits of a comprehensive income tax treaty with the United States which the U.S. Treasury Department determines to be satisfactory for these purposes and which includes an exchange of information provision. The U.S. Treasury Department has determined that the Treaty meets these requirements. In addition, it is expected that we will be eligible for the benefits of the Treaty. A foreign corporation is also

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treated as a qualified foreign corporation with respect to dividends paid by that corporation on shares (or ADSs backed by such shares) that are readily tradable on an established securities market in the United States. United States 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. There can 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 not protected 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 to positions 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 the foregoing rules to their particular circumstances.

Taxation of Capital Gains

Upon a sale or other disposition of shares or ADSs, a U.S. holder will recognize gain or loss in an amount equal to the difference between the U.S. dollar value of the amount realized and the U.S. holder’s tax basis, determined in U.S. dollars, in such shares or ADSs. Subject to the discussion under “—U.S. Taxation—Passive Foreign Investment Company Rules” below, such gain or loss will be capital gain or loss and will 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’s tax basis in its shares or ADSs will generally be the cost to the holder of such shares or ADSs. Any such gain or loss realized by a U.S. holder upon disposal of the shares or ADSs will generally be income or loss from sources within the United States for foreign tax credit limitation purposes. The deductibility of capital losses is subject to limitations.

Passive Foreign Investment Company Rules

Based on our past and projected composition of income and valuation of assets, including goodwill, we do not believe that we were a passive foreign investment company (“PFIC”) for our most recent taxable year and do not expect to become one in the current taxable year or the foreseeable future, although there can be no assurance in this regard. However, PFIC status is a factual determination that is made annually. Accordingly, it is possible that we may become a PFIC in the current or any future taxable year due to changes in valuation or composition of our income or assets. In addition, this determination 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 other administrative pronouncements from the Internal Revenue Service (the “IRS”) provide special rules for determining the character of income and assets derived in the banking business for purposes of the PFIC rules. Although we believe we have adopted 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 production of passive income.

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 that company.

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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 treated as excess distributions. Under these special tax rules:

•

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

•

the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, will be treated as ordinary income; and

•

the amount allocated to each other year will be subject to tax at the highest tax rate in effect for that year, 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 a qualified exchange, although there can be no assurance that the ADSs will be “regularly traded” for purposes of the mark-to-market election. Under current law, the mark-to-market election may be available to U.S. holders of shares because the shares are listed on the Tokyo Stock Exchange, which constitutes a qualified exchange, although there can be no assurance that the shares will be “regularly traded” for purposes of the mark-to-market election. U.S. holders should consult their own tax advisors regarding the potential availability and consequences of a mark-to-market election. In addition, a U.S. holder of shares or ADSs in a PFIC can sometimes avoid the rules described above by electing to treat the company as a “qualified electing fund” under Section 1295 of the Code. This option is not available to U.S. holders of shares or ADSs because we do not intend to comply with the requirements necessary to permit U.S. holders to make this election.

If a U.S. holder holds shares or ADSs in any year in which we are classified as a PFIC, such holder may 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, in some cases, outside of the United States, to you, unless you are an exempt recipient. In addition, backup withholding tax may apply to those amounts if you fail to provide an accurate taxpayer identification number or fail either to report interest and dividends required to be shown on your U.S. federal income tax returns or make certain certifications. The amount of any backup withholding from a payment to you will be allowed as a refund or credit against your U.S. federal income tax liability, provided you furnish the required information to the IRS.

Certain U.S. holders are required to report information with respect to their investment in shares or ADSs not held in an account maintained by certain financial institutions to the IRS. Investors who fail to report required

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information by attaching a complete IRS Form 8938, Statement of Specified Foreign Financial Assets, on their tax 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 these rules 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 and Exchange 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

Amid the growing diversity and complexity of banking operations, financial institutions are exposed 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 our business strategy while maintaining our financial stability, we maintain comprehensive risk management and control 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 Basel Regulatory Framework

Basel III Framework, the regulations for international standards of the health of banks, is being phased in from 2013, which consists of minimum capital requirements, a leverage ratio and a global liquidity standard. Basel III is based on the Basel II framework which requires the observance of “three pillars.” “Pillar 1” is minimum requirements relating to risk which should be maintained by banks. “Pillar 2” is the self-disciplined risk management by financial institutions with a supervisory review process. “Pillar 3” is market discipline allowing for assessment by the market through appropriate disclosure.

We have been calculating our capital adequacy ratios by applying the advanced internal rating based approach (the “AIRB”) for the calculation of credit risk from March 31, 2009 and the advanced measurement approach (the “AMA”) for the calculation of operational risk from September 30, 2009. In Japan, from March 31, 2013, the minimum capital requirements based on Basel III began to be phased in, and we have been calculating capital adequacy ratios based on the revisions to capital adequacy guidelines published by the Financial Services Agency. The Basel Committee continues to review the treatments related to capital requirements. We will comply with new requirements appropriately. We have been identified as a G-SIB by the Financial Stability Board since November 2015, and the stricter capital requirements began to be phased in from March 31, 2016.

A leverage ratio also has been implemented under “Pillar 3” from March 31, 2015, and we began disclosing it accordingly. Also a global liquidity standard has been implemented under “Pillar 1” from March 31, 2015 in Japan, and we have been calculating and disclosing our liquidity coverage ratio pursuant to such standard.

Overview of Risk Management

Risk Management Structure

Each of our subsidiaries adopts appropriate risk management measures for its business based on the size and nature of its risk exposures, while Mizuho Financial Group controls risk management for the Mizuho group as a whole. At Mizuho Financial Group, the Risk Management Committee chaired by the Group Chief Risk Officer provides integrated monitoring and management of the overall risk for the Mizuho group. The Group Chief Risk Officer reports the risk management situation to the Board of Directors, the Risk Committee, the Executive Management Committee and the President & Group CEO, on a regular basis and as needed. Mizuho Financial Group regularly receives reports and applications concerning the risk management situation from our principal banking subsidiaries and other core group companies and gives them appropriate instructions concerning risk management. Our principal banking subsidiaries and other core group companies each 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.

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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 and evaluate overall risk and, where necessary, to devise appropriate responses to keep risk within limits that are managerially acceptable in both qualitative and quantitative terms. In line with the basic policies relating to overall risk management laid down by Mizuho Financial Group, companies within the Mizuho group identify risk broadly and take a proactive and 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 to keep such risks within the group’s financial base in accordance with the risk capital allocation framework. More specifically, 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 soundness of Mizuho Financial Group, our principal banking subsidiaries and other core group companies, we regularly 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 each company. Risk capital is allocated to Mizuho Bank, Mizuho Trust & Banking, Mizuho Securities and Mizuho Americas by risk category, and is further allocated within their respective business units based on established frameworks.

As part of our risk capital allocation management, we create multiple risk scenarios common to the group, based on which we and our principal banking subsidiaries calculate potential losses and risk amount arising from assumed stress events across all risk types. The calculated losses and risk amount are used for assessing internal capital adequacy and verifying whether they balance with the group’s capital.

The risk scenarios for stress testing are formulated by taking into account the current economic conditions and the economic outlook and by assuming historical stress events, etc. from a risk management perspective to measure the impacts of stress events by scenario.

(Assessment of Balance between Risk under Stressed Condition and Capital)

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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 for grasping and managing credit risk. 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 the process for each individual transaction and individual obligor from execution until collection, based on our assessment 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 Group

Our Board of Directors determines the Mizuho group’s basic matters pertaining to credit risk management. In addition, the Risk Management Committee of Mizuho Financial Group broadly discusses and coordinates matters relating to basic policies and operations in connection with credit risk management and matters relating to credit risk monitoring for the Mizuho group. Under the control of the Group Chief Risk Officer of Mizuho Financial Group, the Credit Risk Management Department and the Risk Management Department jointly monitor, analyze and submit suggestions concerning credit risk and formulate and execute plans in connection with basic matters pertaining to credit risk management.

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 the scale and nature of their exposures in line with basic policies set forth by Mizuho Financial Group. The Board of Directors of each company determines key matters pertaining to credit risk management.

The business policy committees established respectively by our principal banking subsidiaries are responsible for discussing and coordinating overall management of their individual credit portfolios and transaction policies towards obligors. The respective Chief Risk Officers of our principal banking subsidiaries are responsible for matters relating to planning and implementing credit risk management. The credit risk management departments of our principal banking subsidiaries are in charge of planning and administering credit risk management and conducting credit risk measuring and monitoring. The departments regularly present reports regarding their risk management situation to Mizuho Financial Group. The credit departments of our principal banking subsidiaries determine policies and approve/disapprove individual transactions in terms of credit review, credit management and collection from customers in accordance with the lines of authority set forth respectively by our principal banking subsidiaries. In addition, our principal banking subsidiaries have established internal audit groups that are independent of the business departments in order to ensure 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 in our credit code. Seeking to fulfill the bank’s public and social role, our basic policy for credit business is determined in light of fundamental principles focusing on public welfare, safety, growth and profitability.

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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 the overall portfolio in a timely fashion. Because we consider obligor ratings to be an initial phase of the self-assessment process regarding the quality of our loans and off-balance-sheet instruments, such obligor ratings are closely 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 and claims 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 and off-balance-sheet instruments and charge-offs. During the process of self-assessment, obligors are categorized into certain groups taking into consideration their financial condition and their ability to make payments, and credit ratings are assigned to all obligors, in principle, to reflect the extent of their credit risks. The related assets are then categorized into certain classes based on the risk of impairment. This process allows us to identify and control the actual quality of assets and determine the appropriate accounting treatment, including provision for loan losses and off-balance-sheet instruments and charge-offs. Specifically, the credit risk management department of each of our principal subsidiaries is responsible for the overall control of the self-assessment of assets of the respective banking subsidiaries, cooperating with the administrative departments specified for each type of asset, including loan portfolios and securities, in executing and managing self-assessments.

Credit Review

Prevention of new impaired loans through routine credit management is important in maintaining the quality of our overall loan assets. Credit review involves analysis and screening of each potential transaction within the relevant business department. In case the screening exceeds the authority of the department, the credit group at headquarters carries out the review. The credit group has specialist departments for different industries, business sizes and regions, carries out timely and specialized examinations based on the characteristics of the customer and its market, and provides appropriate advice to the business department. In addition, in the case of obligors with low credit ratings and high downside risks, the business department and credit department jointly clarify their credit policy and in appropriate cases assist obligors at an early stage in working towards credit soundness.

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”).

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In establishing transaction spread guidelines for credit transactions, we aim to ensure an appropriate return from the transaction in light of the level of risk by utilizing credit cost data as a reference. Also, we monitor our credit portfolio from various perspectives and set guidelines noted below so that losses incurred through a hypothetical 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 to certain, areas, industrial sectors and other groupings. We make appropriate management to control these risks in line with our specific guidelines for each. The individual risk management departments 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 prices that are significantly less favorable than usual. We define liquidity risk as the risk of losses arising from funding difficulties due to a deterioration in our financial position that makes it difficult for us to raise necessary funds or that forces us to raise funds at significantly higher interest rates than usual. Mizuho Financial Group manages market and liquidity risk for the Mizuho group as a whole.

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The following diagram shows our risk management structure:

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Market Risk Management Structure

Market Risk Management of the Mizuho Group

Our Board of Directors determines basic matters pertaining to market risk management policies. The Risk Management Committee of Mizuho Financial Group broadly discusses and coordinates matters relating to basic policies in connection with market risk management, market risk operations and market risk monitoring. The Group Chief Risk Officer of Mizuho Financial Group is responsible for matters relating to market risk management planning and operations.

The Risk Management Department of Mizuho Financial Group is responsible for monitoring market risk, reports and analyses, proposals, setting limits and guidelines, and formulating and implementing plans relating to market risk management. The Risk Management Department assesses and manages the overall market risk of the 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 to the President & Group CEO 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 profiles of our principal banking subsidiaries and other core group companies and thereby prevent market risk from exceeding our ability to withstand losses based on our financial strength represented by capital, etc. The amount of 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 Risk Management Committee, discussed further by the Executive Management Committee, then determined by the President & Group CEO. 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 and other core group companies, 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. Their Boards 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 Balance Sheet & 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 and liability management policies, risk planning and market risk management. The Chief Risk Officer of each subsidiary is responsible for matters pertaining to planning 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 departments to provide integrated monitoring of market risk, submit reports, analyses and proposals, set limits and formulate and implement plans relating to market risk management. The risk management departments 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 in market 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 book entries and settlements. When VaR is not adequate to control risk, the middle offices manage risk using

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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.

Value-at-Risk

We use the value-at-risk (the “VaR”) method, supplemented with stress testing, as our principal tool to measure market risk. The VaR method measures the maximum possible loss that could be incurred due to market movements within 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:

•

historical simulation method;

•

confidence interval: one-tailed 99.0%;

•

holding period of one day; and

•

historical observation period of three years.

The following tables show the VaR related to our trading activities by risk category for the fiscal years ended March 31, 2015, 2016 and 2017 and as of March 31, 2015, 2016 and 2017:


	Fiscal year ended March 31, 2015						As of March 31, 2015
Risk category	Daily average		Maximum		Minimum		As of March 31, 2015
	(in billions of yen)
Interest rate	¥	1.8	¥	2.6	¥	1.4	¥	1.5
Foreign exchange		3.0		5.8		1.6		5.6
Equities		0.5		1.3		0.2		0.3
Commodities		0.0		0.0		0.0		0.0

Total	¥	4.4	¥	7.1	¥	3.1	¥	6.5


	Fiscal year ended March 31, 2016						As of March 31, 2016
Risk category	Daily average		Maximum		Minimum		As of March 31, 2016
	(in billions of yen)
Interest rate	¥	1.8	¥	3.7	¥	0.6	¥	1.1
Foreign exchange		0.9		2.3		0.2		0.3
Equities		0.6		2.5		0.1		0.3
Commodities		0.0		0.0		0.0		0.0

Total	¥	2.9	¥	4.5	¥	1.8	¥	2.0


	Fiscal year ended March 31, 2017						As of March 31, 2017
Risk category	Daily average		Maximum		Minimum		As of March 31, 2017
	(in billions of yen)
Interest rate	¥	2.0	¥	3.6	¥	1.0	¥	1.0
Foreign exchange		0.5		1.6		0.1		0.1
Equities		0.4		3.2		0.1		0.9
Commodities		0.0		0.0		0.0		0.0

Total	¥	3.3	¥	5.8	¥	2.3	¥	2.6

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The following graph shows VaR figures of our trading activities for the fiscal year ended March 31, 2017:

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The following table shows VaR figures of our trading activities for the fiscal years indicated:


	Fiscal years ended March 31,
	2015		2016		2017		Change
	(in billions of yen)
As of fiscal year end	¥	6.5	¥	2.0	¥	2.6	¥	0.5
Maximum		7.1		4.5		5.8		1.3
Minimum		3.1		1.8		2.3		0.5
Average		4.4		2.9		3.3		0.4

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.

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The following graph shows the VaR related to our banking activities excluding our cross-shareholdings portfolio for the year ended March 31, 2017:

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


	Fiscal years ended March 31,
	2015		2016		2017		Change
	(in billions of yen)
As of fiscal year end	¥	325.6	¥	321.5	¥	292.7	¥	(28.7	)
Maximum		349.0		360.6		397.5		36.9
Minimum		265.0		190.0		247.4		57.4
Average		307.9		284.9		331.0		46.1

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 particular confidence 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.

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 rate sensitivity (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.

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	As of March 31,
	2015			2016			2017			Change
	(in billions of yen)
Up to one year	¥	(1	)	¥	(2	)	¥	(4	)	¥	(1	)
From one to five years		(35	)		(21	)		(8	)		12
Over five years		(14	)		(25	)		(27	)		(1	)

Total	¥	(51	)	¥	(50	)	¥	(40	)	¥	9

Cross-shareholdings Portfolio Management Activities

We take the market risk management approach with use of VaR and risk indices for cross-shareholdings portfolio management activities as well as for trading activities and non-trading activities. The risk index for cross-shareholdings portfolio management for the fiscal year ended March 31, 2017, consisting of the sensitivity of the cross-shareholdings portfolio to a 1% change in the equity index of TOPIX, was ¥31.7 billion.

Back Testing and Stress Testing

In order to evaluate the effectiveness of market risk measurements calculated using the VaR method, we carry out regular back tests to compare VaR with assumptive profits and losses. Assumptive profits and losses accounts for general market risk. The graph below shows daily VaR of trading activities for the fiscal year ended March 31, 2017 and the corresponding paired distribution of profits and losses. We had zero case where losses exceeded VaR during the period. In addition, we conduct evaluations of the assumptions related to the VaR models. Based on the number of times losses exceeded VaR through back testing and the results of the evaluation of the model assumptions, we will make adjustments to the models as appropriate. We changed our VaR models from the variance co-variance model to the Historical Simulation method, which has been used since the beginning of the fiscal year ended March 31,2017. Changes to fundamental portions of the VaR models are subject to the approval of our Group Chief Risk Officer.

LOGO

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Note:		We conduct our back testing and assess the number of cases where losses exceed VaR based on a 250 business day year. The expected average number of instances where one-day trading losses exceeded VaR at the 99% confidence level is 2.5.

Because the VaR 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 these assumptions. 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. The following table 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, 2017
	(in billions of yen)
Assumed maximum loss result calculated by stress testing (holding period: one month)	¥	25.2

Outlier Criteria

As part of the capital adequacy requirements under the Basel Regulatory Framework, the losses arising from a banking book in hypothetical interest rate shock scenarios under certain stress conditions are calculated and compared with broadly-defined capital. If the interest rate risk of the banking book leads to an economic value decline of more than 20% of broadly-defined capital, we will be deemed an “outlier” and may be required to reduce the banking book risk or adopt other responses. We measure losses arising from our banking book each month 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 that they are 3.5% of broadly-defined capital. Because the amount of risk on the banking book is therefore well under the 20% threshold and within controllable limits, we do not fall under the “outlier” category.


Results of calculations under the outlier framework	Amount of loss		Broadly-defined capital		Loss ratio to capital
	(in billions of yen, except percentages)
As of March 31, 2015	¥	529.2	¥	9,508.4		5.5	%
As of March 31, 2016		516.6		9,638.6		5.3
As of March 31, 2017		361.2		10,050.9		3.5
Effect of yen interest rate		60.4
Effect of dollar interest rate		245.1
Effect of euro interest rate		17.3

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 and then apply the actual fluctuation data, which show a rise in interest rates, at a 99.0% confidence level to the shock 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 factors that apply generally to the market, e.g., interest rates, foreign exchange rates) and the standardized measurement

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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 with market 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 business days (including the calculation date) multiplied by a multiplication factor ranging from 3.00 to 4.00 that is 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 the preceding 60 business days (including the calculation date) multiplied by the same multiplication factor as used in the bullet point above.

The following table shows total market risk equivalent as of the dates indicated calculated using the standardized measurement method and internal models:


	As of March 31,
	2016		2017		Change
	(in billions of yen)
Calculated using standardized measurement method	¥	70.6	¥	103.6	¥	32.9
Calculated using internal models		65.0		78.9		13.9

Total market risk equivalent	¥	135.6	¥	182.6	¥	46.9

Note:

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

VaR

•

historical simulation method;

•

confidence interval: one-tailed 99.0%;

•

holding period of 10 days; and

•

historical observation period of three years.

Stressed VaR

•

historical simulation method;

•

confidence interval: one-tailed 99.0%;

•

holding period of 10 days; and

•

historical observation period of one year.

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Liquidity Risk Management Structure

Liquidity Risk Management of the Mizuho Group

Our Board of Directors determines basic matters pertaining to liquidity risk management policies. The Risk Management Committee of Mizuho Financial Group broadly discusses and coordinates matters relating to basic policies in connection with liquidity risk management, operations, monitoring and proposes responses to emergencies such as sudden market changes.

The Group Chief Risk Officer of Mizuho Financial Group is responsible for matters relating to liquidity risk management planning and operations. The Risk Management Department of Mizuho Financial Group is responsible for monitoring liquidity risk, reports and analyses, proposals, and formulating and implementing plans relating to liquidity risk management.

In addition, the Group Chief Financial Officer of Mizuho Financial Group is additionally responsible for matters relating to planning and running cash flow management operations, and the Financial Planning Department is responsible for monitoring and adjusting the cash flow management situation and for planning and implementing cash flow management to maintain appropriate funding liquidity. Reports on the liquidity risk management are submitted to the Risk Management Committee, the Balance Sheet Management Committee, the Executive Management Committee and the President & Group CEO on a regular basis.

To manage liquidity risk, we use indices pertaining to cash flow, such as limits on funds raised in the market that are set based on a number of time horizons. Limits on liquidity risk set for yen and foreign currencies taking into account characteristics and strategies of each principal banking subsidiary, are discussed and coordinated by the Risk Management Committee, discussed further by the Executive Management Committee and determined by the President & Group CEO. In addition, our principal banking subsidiaries set limits on liquidity risk for several currencies. Moreover, they are working on measures to reduce their liquidity risk such as enhancing management related to local currencies.

We have established a group-wide framework of liquidity risk stage such as “Normal,” “Anxious” and “Crisis,” which reflects funding conditions. In addition, we set Early Warning Indicators (“EWIs”) and monitor on a daily basis to manage liquidity conditions. As EWIs, we select stock prices, credit ratings, amount of liquidity reserve assets such as Japanese government bonds, our funding situations and so on.

We have established a liquidity contingency funding plan for emergency situations which are deemed to fall into the “Anxious” or “Crisis.” In emergency situations, we will consider measures such as a reduction in the amount of investments made, an expansion of funding from financial markets and deposits, the sale of investment securities and borrowings from the central bank.

In order to evaluate the sufficiency of liquidity reserve assets and the effectiveness of liquidity contingency funding plan, we conduct stress testing under market-wide, idiosyncratic and combined scenario. Furthermore, we utilize stress testing for evaluating appropriateness of our annual funding plan.

Liquidity Risk Management at Our Principal Banking Subsidiaries and Other Core Group Companies

Our principal banking subsidiaries and other core group companies have formulated their basic policies in line with the basic policies determined by Mizuho Financial Group. Their Boards of Directors determine important matters relating to liquidity risk management while their Chief Executive Officers are responsible for controlling liquidity risk. Their respective business policy committees, including their Balance Sheet & Risk Management Committees, are responsible for overall discussion and coordination of liquidity risk management. Specifically, these committees discuss and coordinate matters relating to risk planning, cash flow management planning and propose responses to emergencies such as sudden market changes. The Chief Risk Officer is responsible for matters relating to liquidity risk management planning and operations and the senior executives of the asset and liability management and trading units are responsible for matters pertaining to planning and conducting cash flow management.

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The methodologies used for ensuring precise control of liquidity risk include the formulation of management indices pertaining to cash flow, such as limits on funds raised in the market that are set based on a number of time horizons. As with Mizuho Financial Group, the above-mentioned companies have established liquidity risk stage, such as “Normal,” “Anxious” and “Crisis,” which reflects funding conditions and have established liquidity contingency funding plan for emergency situations which are deemed to fall into the “Anxious” or “Crisis” categories.

Each subsidiary has adopted stringent controls that call for the submission of reports on liquidity risk management and cash flow management to their respective business policy committees, including their Balance Sheet & Risk Management Committees, the Executive Management Committee and the Chief Executive Officer of each subsidiary.

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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 and reputational risk. We have determined risk management policies for each kind of risk. Mizuho Bank, Mizuho Trust & Banking, Mizuho Securities, Trust & Custody Services Bank, Mizuho Americas, etc., 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, Trust & Custody Services Bank, etc., 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 and diversification of financial operations and developments relating to information technology by utilizing control self-assessments and improving measurement methods.

Definition of Risks and Risk Management Methods

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


	Definition	Principal Risk Management Methods
Information Technology Risk	Information technology risk (“IT risk”) shall refer to the risk that problems (e.g. malfunctions, disruptions, etc.) with the computer systems or improper use of the computers in these systems, which cause disruptions of the services provided to customers, or have significant impact on settlement systems, etc., will result in losses for customers, and the incurrence of losses (tangible or intangible) by our group companies.	• Identify and evaluate the risk by setting specific standards that need to be complied with and implementing measures tailored based on evaluation results to reduce the risk. • Ensure ongoing project management in systems development and quality control. • Strengthen security to prevent information leaks. • Strengthen capabilities for rapidly and effectively dealing with cyberattacks. • Improve effectiveness of emergency responses by improving backup systems and holding drills.

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 their tasks properly, cause accidents or otherwise act improperly.	• Establish clearly defined procedures for handling operations. • Periodically check the status of operational processes. • Conduct training and development programs by headquarters. • Introduce information technology, office automation and centralization for operations. • Improve the effectiveness of emergency responses by holding drills.

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	Definition	Principal Risk Management Methods
Legal Risk	Risk that the group may incur losses due to violation of laws and regulations, breach of contract, entering into improper contracts or other legal factors.	• Review and confirm legal issues, including the legality of material decisions, agreements and external documents, etc. • Collect and distribute legal information and conduct internal training programs. • Analyze and manage issues related to lawsuits.

Human Resources Risk	Risk that the group may incur losses due to drain or loss of personnel, deterioration of morale, inadequate development of human resources, inappropriate working schedule, inappropriate working and safety environment, inequality or inequity in human resource management or discriminatory conduct.	• Conduct employee satisfaction surveys. • Understand the status of working hours. • Understand the status of vacation days taken by personnel. • Understand the status of voluntary resignations. • Understand the status of the stress check system.

Tangible Asset Risk	Risk that the group may incur losses from damage to tangible assets or a decline in the quality of working environment as a result of disasters, criminal actions or defects in asset maintenance.	• Manage the planning and implementation of construction projects related to the repair and replacement of facilities. • Identify and evaluate the status of damage to tangible assets caused by natural disasters, etc., and respond appropriately to such damage.

Regulatory Change Risk	Risk that the group may incur losses due to changes in various regulations or systems, such as those related to law, taxation and accounting.	• Understand important changes in regulations or systems that have significant influence on our business operations or financial condition in a timely and accurate manner. • Analyze degree of influence of regulatory changes and establish countermeasures. • Continuously monitor our regulatory change risk management mentioned above.

Reputational Risk	Risk that the group may incur losses due to damage to our credibility or the value of the “Mizuho” brand when market participants or others learn about, or the media reports on, various adverse events, including actual materialization of risks or false rumors.	• Establish framework to identify and manage, on an integrated basis, information that may have a serious impact on group management and respond to such risk in a manner appropriate to its scale and nature. • Swiftly identify rumors and devise appropriate responses depending on the urgency and possible impact of the situation 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.

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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 in association with capital adequacy ratios based on Basel II. However, we use the Basic Indicator Approach 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 the operational risk equivalent in the calculation of capital adequacy ratios but also as Operational VAR for internal risk management purposes for implementing action plans to reduce operational risk, etc.

Outline of the AMA

•

Outline of measurement system

We have established the model by taking account of four elements: internal loss data; external loss data; scenario analysis and business environment; and internal control factors (BEICFs). We calculate the operational risk equivalent amount by estimating the maximum loss using a 99.9th percentile one-tailed confidence interval and a one-year holding period etc., employing both internal loss data (i.e., actually experienced operational loss events) and scenario data to reflect unexperienced potential future loss events in the measurement.

In the measurement of operational risk equivalent as of March 31, 2017, 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, 2017, 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 of operational 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, in order 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 the result of combining, through a statistical approach (Extreme Value Theory), of the actual distribution for the low severity distribution portion created by internal loss data and another loss distribution (Log-normal Distribution or Generalized Pareto Distribution) for the high severity distribution portion created by scenario data.

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•

Operational risk of large-scale natural disasters

Monte-Carlo simulation is applied to the datasets expressed as a combination of the probability of occurrence 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 “Loss Severity 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.

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 such data are reflected in the estimation of occurrence frequency and loss severity distribution in the process of 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
B		Employment practices and workplace safety
C		Damage to physical assets
D		Business disruption and system failure

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 example of 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 from the 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

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(the occurrence frequency per year of losses at or above a pre-determined threshold) is calculated with reference 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. Basic loss severity distribution is calculated for each scenario analysis unit as an occurrence ratio (in percentile figures) of loss at each severity range when losses at or above a pre-determined threshold occurred, 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 the final 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.

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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 define compliance 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 their respective companies, and the chief executive officer, etc., also head their respective compliance committees at which important matters concerning compliance are discussed. The four companies also have individual compliance divisions under the chief compliance 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 and implementation related to compliance matters within such unit, and the compliance officer or the compliance administrator at each unit reviews the status of compliance.

Other core group companies have also established compliance structures adapted to the characteristics of their 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 when necessary.

Compliance at subsidiaries of our principal banking subsidiaries and other core group companies is monitored and managed by their respective parents.

Compliance Activities

We have established the “Mizuho Code of Conduct,” which sets forth clear and concrete standards of ethical behavior, 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 must observe 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 fully acquainted 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 concrete measures for compliance enforcement such as measures related to the management of the compliance framework, training and assessments. Progress regarding the implementation of the compliance program is monitored every six months.

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Internal Audit

Internal audits are designed as an integrated process, independent from other business operations, for evaluating 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 with any 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 internal auditing of their respective subsidiaries. In addition, with respect to the management of risks applicable across the Mizuho group, we coordinate internal audits throughout the group to assess the risk management status of the group as a whole.

Internal Audit Management Structure

Mizuho Financial Group

Our internal audit committee determines all important matters concerning internal audits. The committee is chaired by our President & Group CEO and is independent of our other business operations.

Our internal audit committee monitors and manages internal audits at our principal banking subsidiaries and other core group companies through internal audit reports submitted by such subsidiaries. Our internal audit committee discusses and makes decisions regarding internal audits at our principal banking subsidiaries and other core group companies and submits the results, together with the results of their examination of the internal audit reports, to the Audit Committee and our Board of Directors.

Mizuho Bank and Mizuho Trust & Banking

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 departments and credit review departments (Credit Assessment and Auditing Office at Mizuho Trust & Banking) to conduct internal audits at their respective domestic and overseas business offices, head office departments and group companies. Specifically, the internal audit departments assess the suitability and effectiveness of business activities associated with compliance and risk management. The credit review departments (Credit Assessment and Auditing Office at Mizuho Trust & Banking) audit credit ratings and the status of credit management in addition to auditing the self-assessment of assets to verify the accuracy and suitability 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 to the characteristics of their respective businesses.

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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 shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The table below sets out 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 surrender of 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 the shares had been deposited for issuance of ADSs		– Distribution of securities distributed to holders of deposited securities that are distributed by the depositary to ADS registered holders

Registration or transfer fees		– Transfer and registration of shares on our share register 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 agents in 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 the depositary will reimburse us, and the terms and conditions of the annual reimbursement are subject to be reviewed by us and BNYM on an annual basis. In the fiscal year ended March 31, 2017, the depositary reimbursed us $75,000 for such expenses.

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PART II

ITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

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 our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of March 31, 2017. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable, not absolute, assurance of achieving their control objectives. Also, projections of any evaluation 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 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 our disclosure controls and procedures as of March 31, 2017 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 over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the 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 the transactions and dispositions of our assets;

(ii)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and directors; and

(iii)

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

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management evaluated the effectiveness of our internal control over financial reporting as of March 31, 2017 based on the criteria established in “Internal Control—Integrated Framework” issued by the Committee of

185

Sponsoring Organizations of the Treadway Commission (2013 framework) (COSO). Based on the evaluation, management has concluded that we maintained effective internal control over financial reporting as of March 31, 2017.

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, 2017, 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 over financial reporting.

ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT

Our board of directors has determined that Messrs. Tetsuo Seki, Hirotake Abe, and Nobukatsu Funaki each qualifies as an “audit committee financial expert” as defined in Item 16A of Form 20-F under the Securities Exchange Act of 1934, as amended. In addition, all three are determined to be independent as defined under the New York Stock Exchange (“NYSE”) Corporate Governance Standards.

ITEM 16B.

CODE OF ETHICS

Mizuho Financial Group has adopted a code of ethics, 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, 2016 and 2017 are presented in the following table:


	Fiscal years ended March 31,
	2016		2017
	(in millions of yen)
Audit fees⁽¹⁾	¥	4,608	¥	4,800
Audit-related fees⁽²⁾		485		406
Tax fees⁽³⁾		131		117
All other fees⁽⁴⁾		1		42

Total	¥	5,225	¥	5,365

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 of Section 404 of the Sarbanes-Oxley Act.

186

(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.

Pre-Approval Policies and Procedures

We established the pre-approval policies and procedures required by the Sarbanes-Oxley Act on April 1, 2006. Under the procedures, Mizuho Financial Group and its subsidiaries must apply to our audit committee members 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 a given fiscal year. Our audit committee reviews the specific maximum fee amount for new services and the maximum amount of increase/decrease from previous fee amounts for the same type of services as those performed in the past and authorizes pre-approval at the beginning of each fiscal year.

Specific pre-approval		For those services which have not been approved pursuant to the general pre-approval procedure, specific pre-approval by our audit committee members is required prior to each engagement. With respect to such services, two full-time audit committee members must provide pre-approval and report such pre-approval at the monthly meeting of the audit committee.

ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable

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, 2017:


	Total number of shares purchased		Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs		Maximum number of shares that may yet be purchased under the plans or programs
April 1 to April 30, 2016		1,422	¥	161.1		—		—
May 1 to May 31, 2016		1,033		169.0		—		—
June 1 to June 30, 2016		3,045		162.4		—		—
July 1 to July 31, 2016		3,304		155.6		—		—
August 1 to August 31, 2016		2,131		165.3		—		—
September 1 to September 30, 2016		1,358		176.8		—		—
October 1 to October 31, 2016		1,518		169.7		—		—
November 1 to November 30, 2016		3,125		181.2		—		—
December 1 to December 31, 2016		7,648		218.2		—		—
January 1 to January 31, 2017		3,516		212.7		—		—
February 1 to February 28, 2017		3,306		211.0		—		—
March 1 to March 31, 2017		3,412		211.4		—		—

Total		34,818	¥	191.4		—		—

Note:

(1)

A total of 34,818 shares were purchased other than through a publicly announced plan or program during the fiscal year ended March 31, 2017, due to our purchase of shares constituting less than one (1) unit from registered 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

Mizuho Financial Group’s corporate governance practices are governed by applicable Japanese laws, specifically the Companies Act and Financial Instruments and Exchange Act of Japan, and its articles of incorporation and corporate governance guidelines. The company transformed itself from a Company with Audit & Supervisory Board to a Company with Three Committees as of June 24, 2014.

Because Mizuho Financial Group’s shares are registered with the U.S. Securities and Exchange Commission and are listed on the New York Stock Exchange (“NYSE”), the company is also subject to corporate governance requirements applicable to NYSE-listed foreign private issuers. NYSE-listed companies that are foreign private issuers meeting certain criteria are permitted to follow home country practices in lieu of certain provisions of Section 303A, and Mizuho Financial Group is relying on this exemption.

A NYSE-listed foreign private issuer is required to provide to its U.S. investors a brief, general summary of the significant differences of corporate governance practices that differ from those followed by NYSE-listed U.S. companies. The following is a summary of the significant ways in which Mizuho Financial Group’s corporate governance practices differ from NYSE listing standards followed by U.S. companies:

•

A NYSE-listed U.S. company is required to have a majority of directors that meet the independence requirements under Section 303A of the NYSE’s Listed Company Manual. The Companies Act does not

188

require Mizuho Financial Group to have a majority of “independent” directors on the board; rather, it requires the company to have a majority of “outside” directors on each of the Nominating Committee, the Compensation Committee and the Audit Committee, each established as a committee, pursuant to the requirements that apply to a Company with Three Committees. An outside director is defined under the Companies Act as a director who meets all of the following requirements: (a) a person who is not currently, and has not been in the ten years prior to his or her assumption of office as outside director, an executive director, an executive officer, a manager, or any other type of employee (“Executive Director, etc.”) of the company or its subsidiaries; (b) if a person has been a non-executive director, an audit & supervisory board member, or an accounting adviser of the company or its subsidiaries within the ten years prior to his or her assumption of office as outside director, a person who was not an Executive Director, etc., of the company or its subsidiaries in the ten years prior to his or her assumption of office as such; (c) a person who is not (i) a person who controls the company (including the company’s parent company) (“Parent Company, etc.”) and who is a natural person or (ii) a director, an executive officer, a manager or any other type of employee of a Parent Company, etc.; (d) a person who is not an Executive Director, etc., of another subsidiary of a Parent Company, etc.; and (e) a person who is not a spouse or a family member within the second degree of kinship of (i) a director, an executive officer, a manager, or any other type of important employee of the company or (ii) a Parent Company, etc., who is a natural person. In addition to the requirements under the Companies Act, Mizuho Financial Group’s independence standards for outside directors set forth additional independence requirements on a voluntary basis. Such additional requirements include, but are not limited to, restrictions against persons that are related to a principal business counterparty of Mizuho Financial Group and its Core Subsidiaries, entities to which Mizuho Financial Group and its Core Subsidiaries are a principal business counterparty, entities that receive more than a specified amount of donations from Mizuho Financial Group or its Core Subsidiaries, entities to which directors have been transferred from us, our accounting auditor, law firms and consulting firms that receive more than a specified amount of fees from Mizuho Financial Group or its Core Subsidiaries, as well as persons who otherwise are likely to give rise to consistent substantive conflicts of interest in relation to general shareholders. Mizuho Financial Group may, however, appoint a person as an outside director who does not satisfy the additional independence requirements but who it believes to be suitable for the position with sufficient independence in consideration of such person’s character and insight, provided that it externally provides an explanation as to the reason it believes such person qualifies as an outside director with sufficient independence.

Currently, Mizuho Financial Group has six outside directors among the thirteen directors.

•

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

•

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

•

A NYSE-listed U.S. company must hold regularly scheduled executive sessions where participants are limited to non-executive directors. Under the Companies Act, Japanese corporations are not obligated to hold executive sessions where participants are limited to non-executive directors. Mizuho Financial Group has established the Outside Director Session that consists of all outside directors and the President & CEO as a forum for free discussions with an aim to deepen outside directors’ understanding of our group and share the top management’s awareness of issues through communication among

189

directors. Among the Outside Director Session meetings, at least one meeting is held where only outside directors attend to discuss, among others, management issues, operations of the Board of Directors and the current state of the governance structure.

•

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

ITEM 16H.

MINE SAFETY DISCLOSURE

Not applicable.

190

PART III

ITEM 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-1 of this annual report.

ITEM 19.

EXHIBITS


Exhibit Number		Description of Exhibits
1.1		Articles of Incorporation of Mizuho Financial Group, Inc., dated June 23, 2017 (English Translation)

1.2		Regulations of the Board of Directors of Mizuho Financial Group, Inc., as amended on April 1, 2017 (English Translation)

1.3		Share Handling Regulations of Mizuho Financial Group, Inc., dated June 23, 2017 (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. (English Translation)**

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

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

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

15		Consent of Independent Registered Public Accounting Firm

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.DEF		XBRL Taxonomy Extension Definition Linkbase

101.LAB		XBRL Taxonomy Extension Label Linkbase

101.PRE		XBRL Taxonomy Extension Presentation Linkbase

*	Incorporated by reference to our annual report on Form 20-F (No. 001-33098) filed on July 23, 2015.

**	Incorporated by reference to our annual report on Form 20-F (No. 001-33098) filed on July 21, 2016.

191

SELECTED STATISTICAL DATA

In preparing the selected statistical data set forth below, foreign activities are defined as business transactions that involve customers residing outside of Japan. However, as the operations of Mizuho Financial Group, Inc. and its subsidiaries (“the MHFG Group” or “the Group”) are highly and globally integrated, the MHFG 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 and rates

The following tables show the MHFG Group’s average balances of balance sheet items, Interest and dividend income, Interest expense, average yields on interest-earning assets, and average rates on interest-bearing liabilities for the fiscal years ended March 31, 2015, 2016 and 2017. Average balances are generally based on a daily average. Month-end or quarter-end averages are used for certain average balances where it is not practicable to obtain applicable daily averages. The average balances determined by such methods are considered to be representative of the MHFG Group’s operations.


	2015								2016								2017
	Average balance			Interest and dividend income		Average yield			Average balance			Interest and dividend income		Average yield			Average balance			Interest and dividend income		Average yield
	(in billions of yen, except percentages)
Assets:
Interest-earning assets:
Interest-bearing deposits in other banks:
Domestic		15,900			20		0.12	%		29,485			30		0.10	%		37,389			27		0.07	%
Foreign		5,689			29		0.51	%		6,639			38		0.57	%		7,671			48		0.63	%

Total		21,589			49		0.23	%		36,124			68		0.19	%		45,060			75		0.17	%

Call loans and funds sold, and receivables under resale agreements and securities borrowing transactions:
Domestic		4,771			8		0.17	%		4,309			10		0.22	%		5,079			18		0.35	%
Foreign		10,862			33		0.30	%		10,465			50		0.48	%		9,213			79		0.85	%

Total		15,633			41		0.26	%		14,774			60		0.41	%		14,292			97		0.68	%

Trading account assets:
Domestic		6,755			32		0.47	%		5,262			16		0.31	%		4,408			27		0.62	%
Foreign		11,950			142		1.19	%		11,602			135		1.16	%		10,335			136		1.31	%

Total		18,705			174		0.93	%		16,864			151		0.90	%		14,743			163		1.11	%

Investments:
Domestic		31,690			127		0.40	%		25,625			88		0.34	%		20,357			78		0.38	%
Foreign		2,850			79		2.77	%		3,058			102		3.34	%		3,915			87		2.24	%

Total		34,540			206		0.59	%		28,683			190		0.66	%		24,272			165		0.68	%

Loans⁽¹⁾:
Domestic		54,207			593		1.09	%		52,866			565		1.07	%		53,930			510		0.95	%
Foreign		21,634			395		1.83	%		24,279			466		1.92	%		25,412			499		1.96	%

Total		75,841			988		1.30	%		77,145			1,031		1.34	%		79,342			1,009		1.27	%

Total interest-earning assets:
Domestic		113,323			780		0.69	%		117,547			709		0.60	%		121,163			660		0.54	%
Foreign		52,985			678		1.28	%		56,043			791		1.41	%		56,546			849		1.50	%

Total		166,308			1,458		0.88	%		173,590			1,500		0.86	%		177,709			1,509		0.85	%

Noninterest-earning assets:
Cash and due from banks		4,012								2,285								3,312
Other noninterest-earning assets ⁽²⁾		19,853								21,443								23,320
Allowance for loan losses		(558	)							(478	)							(456	)

Total noninterest-earning assets		23,307								23,250								26,176

Total average assets		189,615								196,840								203,885

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 33.0%, 33.2% and 32.7%, respectively, for the fiscal years ended March 31, 2015, 2016 and 2017.


	2015							2016							2017
	Average balance		Interest expense		Average rate			Average balance		Interest expense		Average rate			Average balance		Interest expense		Average rate
	(in billions of yen, except percentages)
Liabilities and equity:
Interest-bearing liabilities:
Deposits:
Domestic		77,126		50		0.06	%		81,090		60		0.07	%		83,293		51		0.06	%
Foreign		19,801		100		0.51	%		20,958		154		0.73	%		23,173		214		0.92	%

Total		96,927		150		0.15	%		102,048		214		0.21	%		106,466		265		0.25	%

Short-term borrowings⁽¹⁾:
Domestic		17,342		24		0.14	%		15,139		22		0.15	%		14,177		27		0.19	%
Foreign		20,326		28		0.14	%		18,982		58		0.31	%		17,112		109		0.63	%

Total		37,668		52		0.14	%		34,121		80		0.24	%		31,289		136		0.43	%

Trading account liabilities:
Domestic		2,629		14		0.52	%		2,092		13		0.61	%		1,697		14		0.82	%
Foreign		1,692		17		1.05	%		1,195		8		0.69	%		1,049		7		0.71	%

Total		4,321		31		0.73	%		3,287		21		0.64	%		2,746		21		0.78	%

Long-term debt:
Domestic		11,727		175		1.49	%		14,236		176		1.23	%		14,523		178		1.22	%
Foreign		268		4		1.66	%		1,441		4		0.26	%		655		2		0.32	%

Total		11,995		179		1.49	%		15,677		180		1.15	%		15,178		180		1.18	%

Total interest-bearing liabilities:
Domestic		108,824		263		0.24	%		112,557		271		0.24	%		113,690		270		0.24	%
Foreign		42,087		149		0.36	%		42,576		224		0.53	%		41,989		332		0.79	%

Total		150,911		412		0.27	%		155,133		495		0.32	%		155,679		602		0.39	%

Noninterest-bearing liabilities ⁽²⁾		32,736							35,176							40,992

Equity		5,968							6,531							7,214

Total average liabilities and equity		189,615							196,840							203,885

Net interest income and average interest rate spread				1,046		0.61	%				1,005		0.54	%				907		0.46	%

Net interest income as a percentage of average total interest-earning assets						0.63	%						0.58	%						0.51	%

Notes:

(1)	Short-term borrowings consist of Due to trust accounts, Call money and funds purchased, Payables under repurchase agreements and securities lending transactions, and Other short-term borrowings.

(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 28.5%, 28.2% and 28.4%, respectively, for the fiscal years ended March 31, 2015, 2016 and 2017.

A-3

Analysis of net interest income

The following tables show changes in the MHFG Group’s Interest and dividend income, Interest expense, and Net interest income based on changes in volume and changes in rate for the fiscal year ended March 31, 2016 compared to the fiscal year ended March 31, 2015 and the fiscal year ended March 31, 2017 compared to the fiscal year ended March 31, 2016. 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, 2016 versus fiscal year ended March 31, 2015									Fiscal year ended March 31, 2017 versus fiscal year ended March 31, 2016
	Increase (decrease) due to changes in						Net change			Increase (decrease) due to changes in						Net change
	Volume			Yield			Net change			Volume			Yield			Net change
	(in billions of yen)
Interest and dividend income:
Interest-bearing deposits in other banks:
Domestic		13			(3	)		10			6			(9	)		(3	)
Foreign		5			4			9			6			4			10

Total		18			1			19			12			(5	)		7

Call loans and funds sold, and receivables under resale agreements and securities borrowing transactions:
Domestic		(1	)		3			2			2			6			8
Foreign		(1	)		18			17			(6	)		35			29

Total		(2	)		21			19			(4	)		41			37

Trading account assets:
Domestic		(6	)		(10	)		(16	)		(3	)		14			11
Foreign		(4	)		(3	)		(7	)		(14	)		15			1

Total		(10	)		(13	)		(23	)		(17	)		29			12

Investments:
Domestic		(22	)		(17	)		(39	)		(18	)		8			(10	)
Foreign		6			17			23			19			(34	)		(15	)

Total		(16	)		—			(16	)		1			(26	)		(25	)

Loans:
Domestic		(15	)		(13	)		(28	)		10			(65	)		(55	)
Foreign		51			20			71			22			11			33

Total		36			7			43			32			(54	)		(22	)

Total interest and dividend income:
Domestic		(31	)		(40	)		(71	)		(3	)		(46	)		(49	)
Foreign		57			56			113			27			31			58

Total		26			16			42			24			(15	)		9

A-4


	Fiscal year ended March 31, 2016 versus fiscal year ended March 31, 2015									Fiscal year ended March 31, 2017 versus fiscal year ended March 31, 2016
	Increase (decrease) due to changes in						Net change			Increase (decrease) due to changes in						Net change
	Volume			Rate			Net change			Volume			Rate			Net change
	(in billions of yen)
Interest expense:
Deposits:
Domestic		3			7			10			1			(10	)		(9	)
Foreign		6			48			54			18			42			60

Total		9			55			64			19			32			51

Short-term borrowings:
Domestic		(3	)		1			(2	)		(1	)		6			5
Foreign		(2	)		32			30			(6	)		57			51

Total		(5	)		33			28			(7	)		63			56

Trading account liabilities:
Domestic		(3	)		2			(1	)		(2	)		3			1
Foreign		(4	)		(5	)		(9	)		(1	)		—			(1	)

Total		(7	)		(3	)		(10	)		(3	)		3			—

Long-term debt:
Domestic		31			(30	)		1			4			(2	)		2
Foreign		3			(3	)		—			(2	)		—			(2	)

Total		34			(33	)		1			2			(2	)		—

Total interest expense:
Domestic		28			(20	)		8			2			(3	)		(1	)
Foreign		3			72			75			9			99			108

Total		31			52			83			11			96			107

Net interest income:
Domestic		(59	)		(20	)		(79	)		(5	)		(43	)		(48	)
Foreign		54			(16	)		38			18			(68	)		(50	)

Total		(5	)		(36	)		(41	)		13			(111	)		(98	)

A-5

II. Investment portfolio

The following table shows the amortized cost, fair value and net unrealized gains (losses) of available-for-sale and held-to-maturity securities at March 31, 2015, 2016 and 2017:


	2015							2016							2017
	Amortized cost		Fair value		Net unrealized gains (losses)			Amortized cost		Fair value		Net unrealized gains (losses)			Amortized cost		Fair value		Net unrealized gains (losses)
	(in billions of yen)
Available-for-sale securities:
Domestic:
Japanese government bonds		17,391		17,414		23			15,672		15,763		91			10,257		10,263		6
Agency mortgage-backed securities ⁽¹⁾		717		734		17			751		780		29			694		709		15
Corporate bonds and other debt securities		2,578		2,597		19			2,696		2,721		25			2,597		2,654		57
Equity securities (marketable)		1,697		4,396		2,699			1,610		3,726		2,116			1,452		3,722		2,270

Total domestic		22,383		25,141		2,758			20,729		22,990		2,261			15,000		17,348		2,348

Foreign:
U.S. Treasury bonds and federal agency securities		116		117		1			436		438		2			1,148		1,144		(4	)
Other foreign government bonds		962		966		4			940		942		2			934		935		1
Agency mortgage-backed securities ⁽²⁾		90		88		(2	)		169		169		—			139		134		(5	)
Corporate bonds and other debt securities		747		758		11			852		859		7			915		917		2
Equity securities (marketable)		1		1		—			54		55		1			78		79		1

Total foreign		1,916		1,930		14			2,451		2,463		12			3,214		3,209		(5	)

Total		24,299		27,071		2,772			23,180		25,453		2,273			18,214		20,557		2,343

Held-to-maturity securities:
Domestic:
Japanese government bonds		4,360		4,389		29			3,760		3,817		57			3,060		3,097		37

Total domestic		4,360		4,389		29			3,760		3,817		57			3,060		3,097		37

Foreign:
Agency mortgage-backed securities ⁽³⁾		1,287		1,289		2			1,059		1,056		(3	)		757		750		(7	)

Total foreign		1,287		1,289		2			1,059		1,056		(3	)		757		750		(7	)

Total		5,647		5,678		31			4,819		4,873		54			3,817		3,847		30

Notes:

(1)	All 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 (“Ginnie Mae”) securities, which are guaranteed by the United States government.

(3)	All foreign agency mortgage-backed securities presented in the above table are Ginnie Mae securities.

A-6

The following table shows the book values, contractual maturities and weighted average yields of available-for-sale and held-to-maturity debt securities at March 31, 2017. Fair value and amortized cost are the basis of the book value for available-for-sale and held-to-maturity debt securities, respectively. Weighted average yields are calculated based on amortized cost for all debt securities.


	Maturity
	One year or less					After one year through five years					After five years through ten years					After ten years					Total
	Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield
	(in billions of yen, except percentages)
Available-for-sale securities:
Domestic:
Japanese government bonds		3,152		(0.13	)%		5,549		(0.12	)%		1,562		(0.02	)%		—		—			10,263		(0.11	)%
Agency mortgage-backed securities		—		—			—		—			—		—			709		1.04	%		709		1.04	%
Corporate bonds and other debt securities		520		0.24	%		1,088		0.34	%		674		0.39	%		372		0.83	%		2,654		0.39	%

Total domestic		3,672		(0.07	)%		6,637		(0.04	)%		2,236		0.10	%		1,081		0.97	%		13,626		0.05	%

Foreign:
U.S. Treasury bonds and federal agency securities		1,066		0.45	%		—		—			78		1.26	%		—		—			1,144		0.50	%
Other foreign government bonds		757		1.62	%		172		5.73	%		6		0.43	%		—		—			935		2.36	%
Agency mortgage-backed securities		—		—			—		—			—		—			134		2.74	%		134		2.74	%
Corporate bonds and other debt securities		451		1.76	%		401		1.17	%		56		1.34	%		9		0.36	%		917		1.46	%

Total foreign		2,274		1.10	%		573		2.53	%		140		1.25	%		143		2.58	%		3,130		1.44	%

Total		5,946		0.37	%		7,210		0.16	%		2,376		0.17	%		1,224		1.17	%		16,756		0.31	%

Held-to-maturity securities:
Domestic:
Japanese government bonds		1,100		0.19	%		1,480		0.19	%		480		0.67	%		—		—			3,060		0.27	%

Total domestic		1,100		0.19	%		1,480		0.19	%		480		0.67	%		—		—			3,060		0.27	%

Foreign:
Agency mortgage-backed securities		—		—			—		—			—		—			757		3.73	%		757		3.73	%

Total foreign		—		—			—		—			—		—			757		3.73	%		757		3.73	%

Total		1,100		0.19	%		1,480		0.19	%		480		0.67	%		757		3.73	%		3,817		0.95	%

Other than Japanese government bonds, the MHFG Group did not have any securities of individual issuers with respect to which their aggregate book value exceeded 10% of the Group’s shareholders’ equity at March 31, 2017.

In addition to Available-for-sale securities and Held-to-maturity securities, the MHFG Group’s Investments also include Other investments. See Note 4 “Investments” to the consolidated financial statements included elsewhere in 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, 2013, 2014, 2015, 2016 and 2017:


	2013		2014		2015		2016		2017
	(in billions of yen)
Domestic:
Manufacturing		8,079		8,026		8,224		8,345		8,741
Construction and real estate		7,478		7,205		7,354		7,734		7,654
Services		3,972		3,957		4,273		4,656		4,759
Wholesale and retail		5,356		5,351		5,587		5,409		5,142
Transportation and communications		3,147		3,247		3,157		3,268		3,491
Banks and other financial institutions		3,143		3,460		3,853		3,632		4,006
Government and public institutions		6,907		6,734		4,612		3,395		8,532
Other industries ^(Note)		4,522		4,983		5,080		4,619		4,427
Individuals:
Mortgage loans		11,234		11,187		11,022		10,590		9,965
Other		742		788		848		924		940

Total domestic		54,580		54,938		54,010		52,572		57,657

Foreign:
Commercial and industrial		10,481		12,938		16,688		17,320		16,872
Banks and other financial institutions		4,089		4,610		6,077		6,382		6,760
Government and public institutions		596		883		1,011		1,175		960
Other ^(Note)		199		255		426		274		191

Total foreign		15,365		18,686		24,202		25,151		24,783

Total		69,945		73,624		78,212		77,723		82,440
Less: Unearned income and deferred loan fees—net		112		139		164		168		156

Total loans before allowance for loan losses		69,833		73,485		78,048		77,555		82,284

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 of loans 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, 2017:


	Maturity
	One year or less		After one year through five years		After five years		Total
	(in billions of yen)
Domestic:
Manufacturing		4,151		3,370		1,220		8,741
Construction and real estate		1,581		3,111		2,962		7,654
Services		1,963		2,106		690		4,759
Wholesale and retail		2,952		1,628		562		5,142
Transportation and communications		848		2,007		636		3,491
Banks and other financial institutions		1,793		1,617		596		4,006
Government and public institutions		7,738		462		332		8,532
Other industries		2,408		1,359		660		4,427
Individuals		1,394		2,325		7,186		10,905

Total domestic		24,828		17,985		14,844		57,657
Foreign:
Total foreign		11,744		10,645		2,394		24,783

Total		36,572		28,630		17,238		82,440

Of the above loans due after one year, loans which had floating rates and fixed rates at March 31, 2017 were as follows:


	(in billions of yen)
Floating rates		35,043
Fixed rates		10,825

Total		45,868

A-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 loans. The Group classifies 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 the definition of troubled debt restructuring in accordance with ASC 310, “Receivables” (“ASC 310”). All of the Group’s impaired loans are designated as nonaccrual loans. The Group does not have any loans to borrowers that cause management to have serious doubts as to the ability of such borrowers to comply with the present loan repayment terms for the periods presented other than those already designated as impaired loans. The following table shows the distribution of impaired loans at March 31, 2013, 2014, 2015, 2016 and 2017 by domicile and industry of borrower:


	2013		2014		2015		2016		2017
	(in billions of yen)
Domestic:
Manufacturing		336		229		480		374		379
Construction and real estate		249		138		101		77		57
Services		90		79		71		66		66
Wholesale and retail		173		156		150		147		147
Transportation and communications		59		48		36		29		23
Banks and other financial institutions		14		11		5		3		6
Other industries		5		1		1		4		7
Individuals		235		195		143		123		105

Total domestic		1,161		857		987		823		790
Foreign:
Total foreign		303		288		188		167		191

Total impaired loans		1,464		1,145		1,175		990		981

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, 2017 would have been ¥11 billion and ¥3 billion, respectively. The MHFG group recognized interest income on these domestic and foreign loans of ¥9 billion and ¥2 billion, respectively, in the consolidated statements of income for the fiscal year ended March 31, 2017.

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 in Japanese yen or other non-local currencies. This cross-border disclosure is based on the reports to the Bank of Japan required under Japanese foreign exchange-related law. Local currency outstandings are netted out from cross-border outstandings.

The following table sets forth the cross-border outstandings to borrowers in countries with respect to which the total of such outstandings exceeded 0.75% of consolidated total assets at March 31, 2015, 2016 and 2017:


	Public institutions		Banks		Others		Total		% of total assets			Undrawn commitments
	(in billions of yen, except percentages)
2015
United States		4,666		341		5,338		10,345		5.44	%		8,357
Germany		1,206		192		279		1,677		0.88	%		316
France		1,183		294		197		1,674		0.88	%		543
China		108		639		767		1,514		0.80	%		82

2016
United States		3,928		261		4,352		8,541		4.41	%		8,531
Germany		1,392		224		266		1,882		0.97	%		338
France		1,276		304		214		1,794		0.93	%		540
United Kingdom		15		264		1,258		1,537		0.79	%		954
Korea		212		340		932		1,484		0.77	%		92

2017
United States		2,827		254		4,950		8,031		4.01	%		8,279
Germany		1,243		190		305		1,738		0.87	%		833
United Kingdom		82		309		1,332		1,723		0.86	%		1,223

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, 2013, 2014, 2015, 2016 and 2017:


	2013			2014			2015			2016			2017
	(in billions of yen, except percentages)
Allowance for loan losses at beginning of fiscal year		683			773			626			520			451
Provision (credit) for loan losses		140			(126	)		(60	)		35			38

Charge-offs:
Domestic:
Manufacturing		25			20			8			37			2
Construction and real estate		5			1			3			2			1
Services		10			3			2			4			3
Wholesale and retail		11			13			15			14			6
Transportation and communications		2			7			1			5			1
Individuals		17			13			10			8			7

Total domestic		70			57			39			70			20
Total foreign		25			8			40			42			11

Total charge-offs		95			65			79			112			31

Recoveries:
Domestic:
Manufacturing		4			6			2			2			1
Construction and real estate		8			5			4			1			2
Services		3			3			2			2			1
Wholesale and retail		3			3			3			8			5
Transportation and communications		1			3			1			1			4
Banks and other financial institutions		1			—			—			—			—
Other industries		—			1			1			—			—
Individuals		4			3			3			2			3

Total domestic		24			24			16			16			16
Total foreign		8			2			7			5			10

Total recoveries		32			26			23			21			26

Net charge-offs		63			39			56			91			5

Others ^(Note)		13			18			10			(13	)		(4	)
Balance at end of fiscal year		773			626			520			451			480

Ratio of net charge-offs to average loans outstanding		0.09	%		0.05	%		0.07	%		0.12	%		0.01	%

Note:

Others includes primarily foreign exchange translation.

A-12

The following table shows an allocation of the MHFG Group’s allowance for loan losses by domicile and industry of borrower at March 31, 2013, 2014, 2015, 2016 and 2017:


	2013					2014					2015					2016					2017
	Amount		% of loans in each category to total loans			Amount		% of loans in each category to total loans			Amount		% of loans in each category to total loans			Amount		% of loans in each category to total loans			Amount		% of loans in each category to total loans
	(in billions of yen, except percentages)
Domestic:
Manufacturing		210		11.55	%		177		10.90	%		187		10.52	%		154		10.74	%		201		10.60	%
Construction and real estate		79		10.69	%		51		9.79	%		33		9.40	%		25		9.95	%		20		9.28	%
Services		35		5.68	%		30		5.37	%		26		5.46	%		26		5.99	%		28		5.77	%
Wholesale and retail		84		7.66	%		65		7.27	%		66		7.14	%		58		6.96	%		63		6.24	%
Transportation and communications		26		4.50	%		22		4.41	%		14		4.04	%		9		4.20	%		10		4.23	%
Banks and other financial institutions		28		4.49	%		21		4.70	%		18		4.93	%		14		4.67	%		13		4.86	%
Other industries ^(Note)		12		16.34	%		5		15.92	%		5		12.39	%		5		10.31	%		6		15.72	%
Individuals		109		17.12	%		95		16.26	%		59		15.18	%		42		14.82	%		34		13.24	%
Mortgage loans		86		16.06	%		74		15.19	%		51		14.09	%		35		13.63	%		27		12.10	%
Other		23		1.06	%		21		1.07	%		8		1.09	%		7		1.19	%		7		1.14	%

Total domestic		583		78.03	%		466		74.62	%		408		69.06	%		333		67.64	%		375		69.94	%
Total foreign		190		21.97	%		160		25.38	%		112		30.94	%		118		32.36	%		105		30.06	%

Total allowance for loan losses		773		100.00	%		626		100.00	%		520		100.00	%		451		100.00	%		480		100.00	%

Note:

Other industries includes government and public institutions.

A-13

V. Deposits

The following table shows the average amount of, and the average rate on, the following deposit categories for the fiscal years ended March 31, 2015, 2016 and 2017:


	2015					2016					2017
	Average amount		Average rate			Average amount		Average rate			Average amount		Average rate
	(in billions of yen, except percentages)
Domestic offices:
Noninterest-bearing demand deposits		12,378		—	%		13,268		—	%		17,310		—	%
Interest-bearing demand deposits		36,267		0.02	%		38,928		0.02	%		48,986		0.01	%
Time deposits		28,984		0.11	%		30,658		0.14	%		27,929		0.16	%
Certificates of deposit		11,875		0.09	%		11,504		0.08	%		6,378		0.01	%

Foreign offices:
Noninterest-bearing demand deposits		1,179		—	%		1,429		—	%		2,321		—	%
Interest-bearing deposits, principally time deposits		13,647		0.59	%		16,276		0.77	%		18,313		0.93	%
Certificates of deposit		6,154		0.31	%		4,682		0.60	%		4,860		0.91	%

Total		110,484		0.14	%		116,745		0.18	%		126,097		0.21	%

The total amounts of deposits by foreign depositors in domestic offices at March 31, 2015, 2016 and 2017 were ¥871 billion, ¥719 billion and ¥645 billion, respectively.

At March 31, 2017, the balance and remaining maturities of time deposits and certificates of deposit issued by domestic offices in amounts of ¥10 million (approximately US$90 thousand at the Federal Reserve Bank of New York’s noon buying rate on March 31, 2017) or more and the balances of these deposits issued by foreign offices in amounts of US$100,000 or more are shown in the following table:


	Time deposits		Certificates of deposit		Total
	(in billions of yen)
Domestic offices:
Due in three months or less		9,238		5,337		14,575
Due after three months through six months		3,525		240		3,765
Due after six months through twelve months		3,620		245		3,865
Due after twelve months		1,380		55		1,435

Total		17,763		5,877		23,640
Foreign offices		14,863		4,754		19,617

Total		32,626		10,631		43,257

A-14

VI. Short-term borrowings

The following table shows certain additional information with respect to the MHFG Group’s short-term borrowings for the fiscal years ended March 31, 2015, 2016 and 2017:


	2015			2016			2017
	(in billions of yen, except percentages)
Due to trust accounts:
Average balance outstanding during the fiscal year		726			1,239			3,941
Maximum balance outstanding at any month-end during the fiscal year		1,257			4,467			4,123
Balance at end of fiscal year		1,241			4,467			4,123
Weighted average interest rate during the fiscal year		0.17	%		0.09	%		0.02	%
Weighted average interest rate on balance at end of fiscal year		0.12	%		0.02	%		0.02	%

Call money and funds purchased, and payables under repurchase agreements and securities lending transactions:
Average balance outstanding during the fiscal year		33,938			31,009			25,629
Maximum balance outstanding at any month-end during the fiscal year		36,530			35,541			25,968
Balance at end of fiscal year		27,165			22,199			21,144
Weighted average interest rate during the fiscal year		0.13	%		0.24	%		0.48	%
Weighted average interest rate on balance at end of fiscal year		0.18	%		0.35	%		0.58	%

Other short-term borrowings:
Average balance outstanding during the fiscal year		3,004			1,873			1,719
Maximum balance outstanding at any month-end during the fiscal year		6,007			2,391			2,135
Balance at end of fiscal year		1,583			2,080			1,477
Weighted average interest rate during the fiscal year		0.21	%		0.31	%		0.66	%
Weighted average interest rate on balance at end of fiscal year		0.25	%		0.43	%		0.91	%

A-15

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, 2016 and 2017		F-4
Consolidated Statements of Income for the fiscal years ended March 31, 2015, 2016 and 2017		F-6
Consolidated Statements of Comprehensive Income for the fiscal years ended March 31, 2015, 2016 and 2017		F-7
Consolidated Statements of Equity for the fiscal years ended March 31, 2015, 2016 and 2017		F-8
Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2015, 2016 and 2017		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, 2017 and 2016, 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, 2017. 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 the accounting 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, 2017 and 2016, and the consolidated results of their operations and their cash flows for each of the three years in the period ended March 31, 2017, 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), Mizuho Financial Group, Inc. and subsidiaries’ internal control over financial reporting as of March 31, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated July 7, 2017 expressed an unqualified opinion thereon.

/s/ Ernst & Young ShinNihon LLC

Tokyo, Japan

July 7, 2017

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, 2017, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the “COSO criteria”). The Mizuho Financial Group, Inc. and subsidiaries’ 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 the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

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 in accordance 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 reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

In our opinion, Mizuho Financial Group, Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of March 31, 2017, 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, 2017 and 2016, 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, 2017 and our report dated July 7, 2017 expressed an unqualified opinion thereon.

/s/ Ernst & Young ShinNihon LLC

Tokyo, Japan

July 7, 2017

F-3

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

MARCH 31, 2016 AND 2017


	2016			2017
	(in millions of yen)
Assets:
Cash and due from banks (Note 9)		1,322,597			1,592,191
Interest-bearing deposits in other banks (Note 9)		35,327,408			45,994,780
Call loans and funds sold		893,545			1,037,986
Receivables under resale agreements (Note 29)		7,805,643			8,967,712
Receivables under securities borrowing transactions (Note 29)		3,407,391			3,350,052
Trading account assets (including assets pledged that secured parties are permitted to sell or repledge of ¥7,020,645 million in 2016 and ¥5,861,942 million in 2017) (Notes 9, 28 and 29)		30,020,743			24,998,493
Investments (Notes 4, 9 and 28):
Available-for-sale securities (including assets pledged that secured parties are permitted to sell or repledge of ¥513,054 million in 2016 and ¥442,775 million in 2017)		25,452,525			20,557,118
Held-to-maturity securities (including assets pledged that secured parties are permitted to sell or repledge of ¥1,238,965 million in 2016 and ¥1,050,714 million in 2017)		4,818,961			3,817,360
Other investments		613,446			595,069
Loans (Notes 5, 6, 9 and 28)		77,555,369			82,283,906
Allowance for loan losses		(451,247	)		(479,673	)

Loans, net of allowance		77,104,122			81,804,233
Premises and equipment—net (Note 7)		1,837,990			2,041,273
Due from customers on acceptances		109,567			184,171
Accrued income		274,226			270,694
Goodwill (Note 8)		19,097			95,176
Intangible assets (Note 8)		48,651			94,147
Deferred tax assets (Note 20)		57,349			63,520
Other assets (Notes 5, 9, 13, 21, 23 and 28)		4,696,890			4,992,329

Total assets		193,810,151			200,456,304

The following table presents the assets of consolidated variable interest entities (“VIE”s), which are included in the consolidated balance sheets above. The assets in the table below can be used only to settle obligations of consolidated VIEs.


	2016		2017
	(in millions of yen)
Assets of consolidated VIEs:
Cash and due from banks		51,304		96,077
Interest-bearing deposits in other banks		85,976		81,807
Trading account assets		1,639,050		2,099,890
Investments		40,732		46,180
Loans, net of allowance		2,255,409		2,149,321
Other		620,008		772,290

Total assets		4,692,479		5,245,565

See the accompanying Notes to the Consolidated Financial Statements.

F-4

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS—(Continued)

MARCH 31, 2016 AND 2017


	2016			2017
	(in millions of yen)
Liabilities and equity:
Deposits (Notes 9 and 10):
Domestic:
Noninterest-bearing deposits		16,108,032			19,063,774
Interest-bearing deposits		79,596,483			87,358,504
Foreign:
Noninterest-bearing deposits		1,601,417			1,996,450
Interest-bearing deposits		20,631,790			22,766,225
Due to trust accounts (Note 11)		4,467,305			4,123,088
Call money and funds purchased		2,521,009			1,255,172
Payables under repurchase agreements (Notes 29 and 30)		16,833,263			17,969,941
Payables under securities lending transactions (Notes 29 and 30)		2,844,653			1,919,249
Other short-term borrowings (Note 12)		2,080,039			1,476,612
Trading account liabilities (Notes 28 and 29)		17,111,142			13,591,740
Bank acceptances outstanding		109,567			184,171
Income taxes payable		96,710			73,598
Deferred tax liabilities (Note 20)		201,859			140,475
Accrued expenses		181,441			209,309
Long-term debt (including liabilities accounted for at fair value of ¥1,055,626 million in 2016, and ¥1,496,488 million in 2017) (Notes 12 and 28)		14,765,527			14,529,414
Other liabilities (Notes 13, 21, 23, 24 and 28)		6,476,723			5,026,525

Total liabilities		185,626,960			191,684,247

Commitments and contingencies (Note 24)

Equity:
MHFG shareholders’ equity:
Preferred stock (Note 14)		98,924			—
Common stock (Note 15)—no par value, authorized 48,000,000,000 shares in 2016 and 2017, and issued 25,030,525,657 shares in 2016, and 25,386,307,945 shares in 2017		5,703,144			5,826,149
Retained earnings		746,785			918,894
Accumulated other comprehensive income, net of tax (Note 17)		1,469,308			1,521,163
Less: Treasury stock, at cost—Common stock 10,929,211 shares in 2016, and 19,992,754 shares in 2017		(3,610	)		(4,849	)

Total MHFG shareholders’ equity		8,014,551			8,261,357
Noncontrolling interests		168,640			510,700

Total equity		8,183,191			8,772,057

Total liabilities and equity		193,810,151			200,456,304

The following table presents the liabilities of consolidated VIEs, which are included in the consolidated balance sheets above. The creditors or investors of the consolidated VIEs have no recourse to the MHFG Group, except where the Group provides credit enhancement through guarantees or other means.


	2016		2017
	(in millions of yen)
Liabilities of consolidated VIEs:
Other short-term borrowings		292,614		60,575
Trading account liabilities		—		7,723
Long-term debt		411,679		431,190
Other		967,141		1,147,895

Total liabilities		1,671,434		1,647,383

See the accompanying Notes to the Consolidated Financial Statements.

F-5

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

FOR THE FISCAL YEARS ENDED MARCH 31, 2015, 2016 AND 2017


	2015			2016			2017
	(in millions of yen)
Interest and dividend income:
Loans, including fees		988,236			1,030,802			1,009,094
Investments:
Interest		130,626			110,411			88,311
Dividends		74,673			79,600			77,343
Trading account assets		174,458			151,278			163,114
Call loans and funds sold		7,555			6,983			5,068
Receivables under resale agreements and securities borrowing transactions		33,379			53,007			91,453
Deposits		48,732			68,090			74,647

Total interest and dividend income		1,457,659			1,500,171			1,509,030

Interest expense:
Deposits		149,776			213,601			264,748
Trading account liabilities		31,402			21,031			21,399
Call money and funds purchased		7,545			7,830			3,173
Payables under repurchase agreements and securities lending transactions		36,641			66,579			120,578
Other short-term borrowings		7,490			6,791			12,175
Long-term debt		179,128			179,575			179,639

Total interest expense		411,982			495,407			601,712

Net interest income		1,045,677			1,004,764			907,318
Provision (credit) for loan losses (Notes 5 and 6)		(60,223	)		34,560			37,668

Net interest income after provision (credit) for loan losses		1,105,900			970,204			869,650

Noninterest income:
Fee and commission income (Note 26)		715,657			742,953			746,537
Foreign exchange gains (losses)—net (Note 27)		(34,520	)		113,553			69,453
Trading account gains (losses)—net (Note 27)		689,959			559,139			(42,481	)
Investment gains (losses)—net (Note 4)		271,174			263,793			333,270
Equity in earnings (losses) of equity method investees—net		17,502			28,969			26,785
Gains on disposal of premises and equipment		2,754			10,223			5,638
Other noninterest income		138,689			165,264			228,830

Total noninterest income		1,801,215			1,883,894			1,368,032

Noninterest expenses:
Salaries and employee benefits (Note 21)		605,454			633,557			663,166
General and administrative expenses		530,365			548,027			570,897
Impairment of goodwill (Note 8)		—			6,222			—
Occupancy expenses		189,004			195,898			194,955
Fee and commission expenses		134,395			146,107			148,483
Provision (credit) for losses on off-balance-sheet instruments (Note 24)		(2,827	)		(16,447	)		19,464
Other noninterest expenses		183,071			144,129			160,342

Total noninterest expenses		1,639,462			1,657,493			1,757,307

Income before income tax expense		1,267,653			1,196,605			480,375
Income tax expense (Note 20)		437,420			346,542			91,244

Net income		830,233			850,063			389,131
Less: Net income (loss) attributable to noncontrolling interests		27,185			(429	)		26,691

Net income attributable to MHFG shareholders		803,048			850,492			362,440


Earnings per common share (Note 19):	(in yen)
Basic net income per common share		32.75			34.19			14.33

Diluted net income per common share		31.64			33.50			14.28

See the accompanying Notes to the Consolidated Financial Statements.

F-6

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE FISCAL YEARS ENDED MARCH 31, 2015, 2016 AND 2017


	2015		2016			2017
	(in millions of yen)
Net income		830,233		850,063			389,131

Other comprehensive income (loss), net of tax:
Net unrealized gains (losses) on available-for-sale securities, net of tax (Note 4)		622,975		(338,822	)		51,957
Foreign currency translation adjustments, net of tax		136,299		(123,221	)		(12,322	)
Pension liability adjustments, net of tax (Note 21)		163,338		(111,599	)		11,922

Total other comprehensive income (loss), net of tax		922,612		(573,642	)		51,557

Total comprehensive income		1,752,845		276,421			440,688
Less: Total comprehensive income (loss) attributable to noncontrolling interests		26,669		(2,373	)		26,724

Total comprehensive income attributable to MHFG shareholders		1,726,176		278,794			413,964

Note:

The amounts that have been reclassified out of Accumulated other comprehensive income, net of tax into net income are presented in Note 17 “Accumulated other comprehensive income”.

See the accompanying Notes to the Consolidated Financial Statements.

F-7

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

FOR THE FISCAL YEARS ENDED MARCH 31, 2015, 2016 AND 2017


	2015			2016			2017
	(in millions of yen)
Preferred stock (Note 14):
Balance at beginning of fiscal year		312,651			213,121			98,924
Conversion to common stock		(99,530	)		(114,197	)		(98,924	)

Balance at end of fiscal year		213,121			98,924			—

Common stock (Note 15):
Balance at beginning of fiscal year		5,489,295			5,590,396			5,703,144
Issuance of new shares of common stock due to conversion of preferred stock		99,530			114,197			98,924
Issuance of new shares of common stock due to exercise of stock acquisition rights		864			772			969
Gains (losses) on disposal of treasury stock		67			82			(56	)
Stock-based compensation related to stock options (Note 22)		640			(1,058	)		(1,009	)
Performance-based stock compensation program		—			—			354
Change in ownership interests in consolidated subsidiaries		—			(1,245	)		23,824
Cancellation of treasury stock		—			—			(1	)

Balance at end of fiscal year		5,590,396			5,703,144			5,826,149

Retained earnings (Accumulated deficit):
Balance at beginning of fiscal year, previously reported		(537,479	)		89,432			746,785
Cumulative effect of change in accounting principles, net of tax (Notes 2 and 25)		—			—			(329	)
Balance at beginning of fiscal year, adjusted		(537,479	)		89,432			746,456
Net income attributable to MHFG shareholders		803,048			850,492			362,440
Dividends declared		(176,137	)		(195,265	)		(190,002	)
Other		—			2,126			—

Balance at end of fiscal year		89,432			746,785			918,894

Accumulated other comprehensive income, net of tax (Note 17):
Balance at beginning of fiscal year, previously reported		1,117,877			2,041,005			1,469,308
Cumulative effect of change in accounting principles (Notes 2 and 25)		—			—			330
Balance at beginning of fiscal year, adjusted		1,117,877			2,041,005			1,469,638
Change during year		923,128			(571,697	)		51,525

Balance at end of fiscal year		2,041,005			1,469,308			1,521,163

Treasury stock, at cost:
Balance at beginning of fiscal year		(3,874	)		(3,616	)		(3,610	)
Purchases of treasury stock		(274	)		(653	)		(1,903	)
Disposal of treasury stock		532			659			663
Cancellation of treasury stock		—			—			1

Balance at end of fiscal year		(3,616	)		(3,610	)		(4,849	)

Total MHFG shareholders’ equity		7,930,338			8,014,551			8,261,357

See the accompanying Notes to the Consolidated Financial Statements.

F-8

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY—(Continued)

FOR THE FISCAL YEARS ENDED MARCH 31, 2015, 2016 AND 2017


	2015			2016			2017
	(in millions of yen)
Noncontrolling interests:
Balance at beginning of fiscal year, previously reported		242,901			259,506			168,640
Cumulative effect of change in accounting principles (Notes 2 and 25)		—			—			(10,441	)
Balance at beginning of fiscal year, adjusted		242,901			259,506			158,199
Effect of other increase (decrease) in consolidated subsidiaries		(6,128	)		(85,809	)		328,692
Dividends paid to noncontrolling interests		(3,936	)		(2,683	)		(2,914	)
Net income (loss) attributable to noncontrolling interests		27,185			(429	)		26,691
Net unrealized gains (losses) on available-for-sale securities attributable to noncontrolling interests		(1,360	)		(674	)		29
Foreign currency translation adjustments attributable to noncontrolling interests		686			(352	)		(62	)
Pension liability adjustments attributable to noncontrolling interests		158			(919	)		65

Balance at end of fiscal year		259,506			168,640			510,700

Total equity		8,189,844			8,183,191			8,772,057

Note:

The amounts that have been reclassified out of Accumulated other comprehensive income, net of tax into net income are presented in Note 17 “Accumulated other comprehensive income”.

See the accompanying Notes to the Consolidated Financial Statements.

F-9

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE FISCAL YEARS ENDED MARCH 31, 2015, 2016 AND 2017


	2015			2016			2017
	(in millions of yen)
Cash flows from operating activities:
Net income		830,233			850,063			389,131
Less: Net income (loss) attributable to noncontrolling interests		27,185			(429	)		26,691

Net income attributable to MHFG shareholders		803,048			850,492			362,440
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		166,528			167,930			171,202
Provision (credit) for loan losses		(60,223	)		34,560			37,668
Investment losses (gains)—net		(271,174	)		(263,793	)		(333,270	)
Equity in losses (earnings) of equity method investees—net		(17,502	)		(28,969	)		(26,785	)
Foreign exchange losses (gains)—net		357,103			(225,130	)		22,812
Deferred income tax expense (benefit)		181,990			123,125			(107,432	)
Net change in trading account assets		(2,121,400	)		(778,204	)		4,867,508
Net change in trading account liabilities		1,333,577			916,958			(3,267,060	)
Net change in loans held for sale		56,549			(27,347	)		(5,574	)
Net change in accrued income		(7,531	)		(2,441	)		7,087
Net change in accrued expenses		87,157			(26,425	)		4,485
Other—net		697,804			(499,046	)		(519,773	)

Net cash provided by operating activities		1,205,926			241,710			1,213,308

Cash flows from investing activities:
Proceeds from sales of investments		58,629,117			19,830,288			31,139,716
Proceeds from maturities of investments		6,107,552			8,669,730			8,099,488
Purchases of investments		(61,507,248	)		(25,046,188	)		(34,137,270	)
Proceeds from sales of loans		651,339			197,898			291,782
Net change in loans		(2,800,196	)		(1,923,627	)		(5,606,627	)
Net change in interest-bearing deposits in other banks		(8,189,150	)		(7,750,251	)		(10,688,447	)
Net change in call loans and funds sold, and receivables under resale agreements and securities borrowing transactions		1,813,089			385,134			(1,481,661	)
Proceeds from sales of premises and equipment		41,521			47,506			12,059
Purchases of premises and equipment		(419,912	)		(388,565	)		(430,913	)
Cash and due from banks acquired in business combination		—			—			301

Net cash used in investing activities		(5,673,888	)		(5,978,075	)		(12,801,572	)

Cash flows from financing activities:
Net change in deposits		9,460,669			5,441,731			14,005,565
Net change in call money and funds purchased, and payables under repurchase agreements and securities lending transactions		(5,376,701	)		(3,900,502	)		(771,368	)
Net change in due to trust accounts		499,065			3,226,204			(344,217	)
Net change in other short-term borrowings		(4,480,378	)		571,901			(589,512	)
Proceeds from issuance of long-term debt		6,537,703			2,723,168			4,496,041
Repayment of long-term debt		(2,196,492	)		(2,307,082	)		(4,734,010	)
Proceeds from noncontrolling interests		891			1,354			3,323
Payments to noncontrolling interests		(1	)		(86	)		—
Proceeds from issuance of common stock		6			5			6
Proceeds from sales of treasury stock		3			3			1
Purchases of treasury stock		(12	)		(13	)		(1,435	)
Purchases of treasury stock of subsidiaries		—			—			(1,696	)
Dividends paid		(176,186	)		(195,283	)		(190,031	)
Dividends paid to noncontrolling interests		(3,936	)		(2,683	)		(2,914	)

Net cash provided by financing activities		4,264,631			5,558,717			11,869,753

Effect of exchange rate changes on cash and due from banks		34,758			(28,061	)		(11,895	)

Net increase (decrease) in cash and due from banks		(168,573	)		(205,709	)		269,594
Cash and due from banks at beginning of fiscal year		1,696,879			1,528,306			1,322,597

Cash and due from banks at end of fiscal year		1,528,306			1,322,597			1,592,191

See the accompanying Notes to the Consolidated Financial Statements.

F-10

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)

FOR THE FISCAL YEARS ENDED MARCH 31, 2015, 2016 AND 2017


	2015		2016		2017
	(in millions of yen)
Supplemental disclosure of cash flow information:
Interest paid		419,070		435,584		582,947
Income taxes paid		172,022		269,364		246,802
Noncash investing activities:
Transfer of loans into other investments		2,414		63,420		—
Investment in capital leases		8,184		16,123		12,467
Noncash assets acquired and liabilities assumed at fair value in business combination (Note 3):
Noncash assets acquired at fair value		—		—		93,049
Noncash Liabilities assumed at fair value		—		—		25,893

See the accompanying Notes to the Consolidated Financial Statements.

F-11

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES 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 of Japan. MHFG is a holding company for Mizuho Bank, Ltd. (“MHBK”), Mizuho Trust & Banking Co., Ltd. (“MHTB”), Mizuho Securities Co., Ltd. (“MHSC”), Trust & Custody Services Bank, Ltd. (“TCSB”), Asset Management One Co., Ltd. (“Asset Management One”), and other subsidiaries. MHFG, through its subsidiaries (“the MHFG Group”, or “the Group”), provides domestic and international financial services in Japan and other countries. The MHFG Group has introduced an in-house company system based on its diverse customer segments as of April 2016. See Note 32 “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. MHFG’s fiscal year ends on March 31 and the fiscal year of certain subsidiaries ends on December 31. The necessary adjustments have been made to the consolidated financial statements if significant transactions took place during the three-month period. When determining whether to consolidate investee entities, the MHFG Group performed a careful analysis of the facts and circumstances of the particular relationships between the MHFG Group and the investee entities as well as the ownership of voting shares. The consolidated financial statements also include the accounts of the VIEs for which MHFG or its subsidiaries have been determined to be the primary beneficiary in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, “Consolidation” (“ASC 810”). All significant intercompany transactions and balances have been eliminated upon consolidation. The MHFG Group accounts for investments in entities over which it has significant influence by using the equity method of accounting. These investments are included in Other investments and the Group’s proportionate share of income or loss is included in Equity in earnings (losses) of equity method investees—net.

Use of estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make 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 the allowance 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 from estimates and assumptions made.

Definition of cash and due from banks

For purposes of the consolidated statements of cash flows, Cash and due from banks includes cash on hand, cash items in the process of collection and noninterest-bearing deposits with banks.

F-12

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES 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 expenses are translated 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, net of tax (“AOCI”). The tax effects of gains and losses related to the foreign currency translation of financial statements of overseas entities are not recognized unless it is apparent that the temporary differences will reverse in the foreseeable future.

Assets and liabilities 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. Foreign currency denominated income and expenses are translated using the average exchange rates for the period.

Call loans and call money

Call loans and call money represent lending/borrowing, primarily through the Japanese short-term money market, to/from other financial institutions such as banks, insurance companies, and securities brokerage houses.

Repurchase and resale agreements, securities lending and borrowing and other secured financing transactions

Securities sold under agreements to repurchase (“repurchase agreements”), securities purchased under agreements 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 repurchase commitments or purchases of securities with related forward resale commitments in accordance with ASC 860, “Transfers and Servicing” (“ASC 860”).

Under resale agreements, securities borrowing and certain derivatives transactions, the MHFG Group receives collateral in the form of securities. In many cases, the MHFG Group is permitted to sell or repledge the securities obtained as collateral. Disclosures in respect of such collateral are presented in Note 9 “Pledged assets and collateral”. With respect to repurchase agreements, securities lending, and certain derivative transactions, counterparties may have the right to sell or repledge securities that the MHFG Group has pledged as collateral. The MHFG Group separately discloses these pledged securities in the consolidated balance sheets.

The MHFG Group monitors credit exposure arising from resale agreements, repurchase agreements, securities borrowing and securities lending transactions on a daily basis, and additional collateral is obtained from or returned to counterparties, as appropriate.

Trading securities and trading securities sold, not yet purchased

Trading securities consist of securities and money market instruments that are bought and held principally for the purpose of reselling in the near term with the objective of generating profits on short-term fluctuations in price. Trading securities sold, not yet purchased, are securities and money market instruments sold to third parties that the MHFG Group does not own and is obligated to purchase at a later date to cover the short position. Trading

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securities and trading securities sold, not yet purchased, are recorded on the trade date. Trading securities and trading securities sold, not yet purchased, are recorded at fair value in the consolidated balance sheets in Trading account assets and Trading account liabilities with realized and unrealized gains and losses recorded on a trade date basis in Trading account gains (losses)—net in the consolidated statements of income. Interest and dividends on trading securities, including securities sold, not yet purchased, are recorded in Interest and dividend income 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 to maturity and any marketable equity securities, other than those classified as trading securities, are classified as Available-for-sale securities, and are carried at fair value, with unrealized gains and losses reported in AOCI.

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 4 “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 accretion of discounts on debt securities are recognized over their remaining maturities under the interest method. Gains and losses on disposition of investments are computed using the first-in first-out method for debt securities and the average method for equity securities, and 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 carried at fair value under specialized industry accounting principles for investment companies, and other non-marketable 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 in Trading account assets and Trading account liabilities. The fair values of derivatives in a gain position and a loss position are reported as Trading account assets and Trading account liabilities, respectively.

Derivatives used for asset and liability management include contracts that qualify for hedge accounting under ASC 815, “Derivatives and Hedging” (“ASC 815”). To be eligible for hedge accounting, derivative instruments must be highly effective in achieving offsetting changes in fair values or variable cash flows of the hedged items attributable to the particular risk being hedged. All qualifying hedging derivatives are valued at fair value 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 all derivatives are presented on a gross basis and not offset against the amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral under the master netting agreement with the same counterparty.

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The fair values of derivative financial instruments are determined based on quoted market prices or broker-dealer quotes, if available. If not available, the fair values are estimated using quoted market prices for similar instruments, option or binomial pricing models or a present value cash flow analysis, utilizing current observable market information, where available. In determining the fair values, the Group considers various factors such as exchange or over-the-counter market quotes, time value of money and volatility factors for options and warrants, observed prices for similar or synthetic instruments, and counterparty credit quality including potential exposure.

Changes in the fair values of all derivatives are recorded in earnings, except for derivatives qualifying as net investment hedges under ASC 815 which are recorded in AOCI. The changes in the fair values of all derivatives relating to foreign currency exchange rates are included in Foreign exchange gains (losses)—net and Trading account gains (losses)—net. Other elements of the changes in the fair values, including interest rate, equity and credit related components, except these of certain credit derivatives hedging the credit risk in the corporate loan portfolio, are recognized in Trading account gains (losses)—net. The net gain (loss) resulting from changes in 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 similar to those of a derivative instrument. Such derivative instruments are required to be fair-valued separately from the host contracts if they meet the bifurcation criteria of an embedded derivative. Such criteria include that the entire instrument is not marked to market through earnings, the economic characteristics and risks of the embedded contract terms are not clearly and closely related to those of the host contract and the embedded contract terms would meet the definition of a derivative on a stand-alone basis.

Loans

Loans are generally carried at the principal amount adjusted for unearned income and deferred net nonrefundable loan fees and costs. Loan origination fees, net of certain direct origination costs are deferred and recognized over the 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 and discounts or premiums on purchased loans are deferred and recognized over the life of the loan using a method that 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 the contractual terms of the loans. Factors considered by management in determining if a loan is impaired include delinquency status and the ability of the debtor to make payments of the principal and interest when due. Impaired loans include loans past due for 90 days or more and restructured loans that meet the definition of a 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 accruals and the amortization of net origination fees are suspended and capitalized interest is written off. Cash received on nonaccrual loans is accounted for as a reduction of the loan principal if the ultimate collectibility of the principal amount is uncertain, otherwise, as interest income. Loans are not restored to accrual status until interest and principal payments are current and future payments are reasonably assured. Impaired loans are restored to non-impaired loans and accrual status, when the MHFG Group determines that the borrower poses no concerns regarding current certainty of debt fulfillment. In general, such determination is made if the borrower qualifies for an obligor rating of E2 or above and is not classified as a special attention obligor. With respect to loans restructured in a TDR, in general, such loans are restored to non-impaired loans, and accrual status, when the borrower qualifies for an obligor rating of D or above. See Note 5 “Loans” for the definitions of obligor ratings.

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Loans that have been identified for sale are classified as loans held for sale within Other assets and are accounted for at the lower of cost or fair value on an individual loan basis. If management decides to retain certain loans held for sale for the foreseeable future or until maturity or payoff, such items are transferred to Loans at the lower of cost or fair value.

Allowance and provision (credit) for loan losses

The MHFG Group maintains an appropriate 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 that the obligor should be classified as substantially bankrupt or bankrupt. See Note 5 “Loans” for the definitions of obligor categories. Obligors in the retail portfolio segment are generally determined to be substantially bankrupt when they are past due for more than six months, and as for other obligors, the Group separately monitors the credit quality of each obligor without using time-based triggers. Subsequent recoveries of previously charged-off loan balances are recorded as an increase to the allowance 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 on (1) the present value of expected future cash flows, after considering the restructuring effect and subsequent payment default with respect to TDRs, discounted at the loan’s initial effective interest rate, or (2) the loan’s observable market price, or (3) the fair value of the collateral if the loan is collateral dependent. The collateral that the Group obtains for loans consists primarily of real estate or listed securities. In obtaining the collateral, the Group evaluates the fair value of the collateral and its legal enforceability. The Group also performs subsequent re-evaluations at least once a year. As it pertains to real estate collateral, valuation is generally performed by an appraising subsidiary which is independent from the Group’s loan origination departments by using generally accepted valuation techniques such as (1) the replacement cost approach, or (2) the sales comparison approach or (3) the income approach. In the case of large real estate collateral, the Group generally engages third-party appraisers to perform the valuation. As it pertains to listed securities collateral, observable market prices are used for valuation.

The formula allowance is applied to groups of small balance, homogeneous loans that are collectively evaluated for impairment and to non-homogeneous loans that have not been identified as impaired. The evaluation of the inherent loss in respect of these loans involves a high degree of uncertainty, subjectivity and judgment because probable loan 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 and third-party data such as the number of corporate default cases which is updated once a year. In determining the allowance amount, the Group analyzes (1) the probability of default: (a) by using the most recently available data since April 2008 for the fiscal years ended March 31, 2015, 2016 and 2017 for the

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corporate portfolio segment, which resulted in using the data for the past seven, eight and nine years, respectively, and the most recently available data for the past six years for the retail portfolio segment, respectively, in the case of normal obligors; and (b) by using the most recently available data since April 2002, in the case of watch obligors; and (2) the loss given default by using the most recently available data for the past six years. As it pertains to TDR loans in the retail portfolio segment, which are subject to collective evaluation for impairment, the restructuring itself, as well as subsequent payment defaults, if any, are considered in determining obligor ratings.

The historical loss rate is adjusted, where appropriate, to reflect current factors, such as general economic and business 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. When determining the length of the period to calculate the probability of default, the Group considers the uncertainty in the economic and business conditions. 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.

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 same manner as the allowance for loan losses. The allowance is recorded in Other liabilities. Net changes in the allowance for losses on off-balance-sheet instruments are accounted for in Provision (credit) for losses on off-balance-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 the estimated useful lives of the assets, except for leasehold improvements, which are amortized over the shorter of the estimated useful lives of the assets or the lease term. Depreciation and amortization are principally computed in accordance with the straight-line method with respect to buildings and leasehold improvements and in accordance with the declining-balance method with respect to other premises and equipment.

The useful lives of premises and equipment are as follows:


	Years
Buildings		3 to 50
Equipment and furniture		2 to 20
Leasehold improvements		3 to 50

Regular repairs and maintenance costs that do not extend the estimated useful life of an asset are charged to expense as incurred. Upon sale or disposition of premises and equipment, the cost and related accumulated depreciation or amortization are removed from the accounts, and any gains or losses on disposal are included in Gains on disposal of premises and equipment or Occupancy expenses.

Impairment of long-lived assets

The MHFG Group’s long-lived assets that are held for use are reviewed periodically for events or changes in circumstances 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

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identifiable cash flows exist. Impairment occurs when the carrying value of the asset group exceeds the future undiscounted cash flows that the asset group is expected to generate. When impairment is identified, the future cash flows are then discounted to determine the estimated fair value of the asset group and an impairment charge is recorded for the difference between the carrying value and the estimated fair value of the asset group. The long-lived assets to be disposed of by sale are carried at the lower of the carrying amount or fair value, less estimated cost to sell.

Software

Internal and external costs incurred in connection with developing and obtaining software for internal use during the application development stage are capitalized. Such costs include salaries and benefits for employees directly involved with and who devote time to the project, to the extent such time is incurred directly on the internal use software project. The capitalization of software ceases when the software project has been substantially completed. The capitalized software is amortized on a straight-line basis over the estimated useful life, generally 5 to 10 years. Internal use software is reviewed for impairment when triggering events occur.

Goodwill

Goodwill represents the excess of the total fair value of the acquired company, which consists of the consideration transferred, the fair value of any interest in the acquiree already held by the acquirer and the fair value of any noncontrolling interest in the acquiree over the fair value of net identifiable assets acquired at the date 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 straight-line basis or the method that reflects the pattern in which the economic benefits of the intangible assets are consumed. Intangible assets acquired in connection with the merger of MHSC and Shinko Securities Co., Ltd. (“Shinko”) and the integration among asset management companies consist primarily of customer relationship intangibles, and are amortized over weighted-average amortization periods of 16 years and 16.9 years, respectively. See Note 3 “Business Combination” for further details of the integration among asset management companies. Intangible assets having indefinite useful lives are not amortized and are subject to impairment tests. An impairment loss is recorded to the extent that the carrying amount of the indefinite-lived intangible asset exceeds its estimated fair value. For intangible assets subject 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 value of benefits, net of investment returns expected from plan assets and their fair values at the balance sheet date. Net periodic expense is charged to Salaries and employee benefits. Net actuarial gains and losses that arise from differences between actual experience and assumptions are generally amortized over the average remaining service period of participating employees if they exceed the corridor, which is defined as the greater of 10% of plan assets or the projected benefit obligation.

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Stock-based compensation

The compensation cost with regard to stock options is measured at fair value using the Black-Scholes option pricing model.

The compensation cost with regard to the performance-based stock compensation is determined based upon the fair value of the shares of MHFG common stock as of the grant date and is recognized over the three year deferral period on a straight-line basis.

See Note 22 “Stock-based compensation” for further details of the stock options and the performance-based stock compensation.

Long-term debt

Premiums, discounts and issuance costs of long-term debt are amortized based on a method that approximates the interest method over the respective terms of the long-term debt.

Obligations under guarantees

The MHFG Group provides customers with a variety of guarantees and similar arrangements, including standby letters of credit, financial and performance guarantees, credit protection, and liquidity facilities. The MHFG Group recognizes guarantee fee income over the guarantee period. The MHFG Group receives such a guarantee fee at the inception of the guarantee or in installments and, in either case, the present value of the total fees approximates the fair value of the guarantee.

Fair Value Measurements

The MHFG Group carries certain of its financial assets and liabilities at fair value on a recurring basis. These financial assets and liabilities are primarily composed of trading account assets, trading account liabilities and available-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 of cost or fair value such as loans held for sale, and items that were initially measured at cost and have been written down to fair value due to impairments, such as loans and 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 orderly transaction 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 28 “Fair value” for the detailed definition of each level.

When determining fair value, the MHFG Group considers the principal or most advantageous market in which the Group would transact and considers assumptions that market participants would use when pricing the asset or liability. The Group maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. See Note 28 “Fair value” for descriptions of valuation methodologies used for its assets and liabilities by product.

Fee and commission income

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 in respect of securities-related business and fees on funds transfer and collection services are generally recognized as revenue when the related services are performed. Fees on credit-related business, excluding loan origination fees which are deferred and recognized over the loan period as a yield adjustment, are generally

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recognized either at one time when the service is rendered or over the related transaction period. Fee and commission income is 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 for financial reporting purposes and the corresponding amounts used for income tax purposes, and (2) operating loss and tax credit carryforwards. A valuation allowance is recorded for any portion of the deferred tax assets unless it is more likely than not that the deferred tax assets will be realized. Deferred income tax benefit or expense is recognized for the changes in the net deferred tax asset or liability between periods.

Earnings per common share

Basic earnings per common share are computed by dividing net income attributable to MHFG common shareholders 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 19 “Earnings per common share” for the computation of basic and diluted earnings per common share.

2. Recently issued accounting pronouncements

Recently adopted accounting pronouncements

In June 2013, the FASB issued Accounting Standards Update (“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 measure noncontrolling 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 and is applying the guidance in ASC 946, “Financial Services—Investment Companies” (“ASC 946”), (b) information about changes, if any, in an entity’s status as an investment company, and (c) information about financial support provided or contractually required 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. The adoption of ASU No.2013-08 did not have a material impact on the MHFG Group’s consolidated results of operations or financial condition.

In June 2014, the FASB issued ASU No.2014-11, “Transfers and Servicing (Topic 860)—Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures” (“ASU No.2014-11”). The ASU changes the accounting for repurchase-to-maturity transactions to secured borrowing accounting. For repurchase financing arrangements, the ASU requires separate accounting for a transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty, which will result in secured borrowing accounting for the repurchase agreement. The ASU requires disclosures for certain transactions comprising (1) a transfer of a financial asset accounted for as a sale and (2) an agreement with the same transferee entered into in contemplation of the initial transfer that results in the transferor retaining substantially all of the exposure to the economic return on the transferred financial asset throughout the term of the transaction. The ASU also requires an entity to disclose certain information, including risks related to collateral pledged, for repurchase agreements, securities lending transactions, and repurchase-to-maturity transactions that are accounted for as secured borrowings. The ASU is effective for the first interim or annual period beginning after December 15, 2014, except for interim disclosure requirements related

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to secured borrowings, which are effective for interim periods beginning after March 15, 2015. The adoption of ASU No.2014-11 did not have a material impact on the MHFG Group’s consolidated results of operations or financial condition.

In November 2014, the FASB issued ASU No.2014-16, “Derivatives and Hedging (Topic 815)—Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity” (“ASU No.2014-16”). The ASU clarifies that an entity that issues or invests in a hybrid financial instrument should determine the nature of the host contract by considering the economic characteristics and risks of the entire hybrid financial instrument, including the embedded derivative feature that is being evaluated for bifurcation. The ASU also clarifies that an entity should assess the substance of the relevant terms and features in evaluating the nature of a host contract when considering how to weight those terms and features. Specifically, the assessment of the substance of the relevant terms and features should incorporate a consideration of (1) the characteristics of the terms and features themselves, (2) the circumstances under which the hybrid financial instrument was issued or acquired, and (3) the potential outcomes of the hybrid financial instrument, as well as the likelihood of those potential outcomes. The ASU is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. The adoption of ASU No.2014-16 did not have a material impact on the MHFG Group’s consolidated results of operations or financial condition.

In February 2015, the FASB issued ASU No.2015-02, “Consolidation (Topic 810)—Amendments to the Consolidation Analysis” (“ASU No.2015-02”). The ASU amends the current accounting for consolidation of certain legal entities. Specifically the amendments: (1) modify the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities, (2) eliminate the presumption that a general partner should consolidate a limited partnership, (3) affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships, and (4) provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. On April 1, 2016, the MHFG Group adopted ASU No.2015-02 using a modified retrospective approach. The adoption of the ASU resulted in a decrease to the beginning balance of Retained earnings of ¥329 million and an increase to the beginning balance of Accumulated other comprehensive income of ¥330 million, respectively. See Note 25 “Variable interest entities and securitizations” for further information.

In April 2015, the FASB issued ASU No.2015-03, “Interest—Imputation of Interest (Subtopic 835-30)—Simplifying the Presentation of Debt Issuance Costs” (“ASU No.2015-03”). The ASU requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years, and should be applied retrospectively. The adoption of ASU No.2015-03 did not have a material impact on the MHFG Group’s consolidated results of operations or financial condition. The retrospective adoption of ASU No.2015-03 resulted in the reduction of Other assets and Long-term debt in the comparative consolidated balance sheet.

In May 2015, the FASB issued ASU No.2015-07, “Fair Value Measurement (Topic 820)—Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)” (“ASU No.2015-07”). The ASU removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The ASU also removes the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. Rather, those disclosures are limited to investments for which the entity has elected to

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measure the fair value using that practical expedient. The ASU is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years, and should be applied retrospectively to all periods presented. The adoption of ASU No.2015-07 did not have a material impact on the MHFG Group’s consolidated results of operations or financial condition.

Accounting pronouncements issued but not yet effective

In May 2014, the FASB issued ASU No.2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU No.2014-09”). The ASU provides comprehensive guidance in respect of revenue recognition, in convergence with International Financial Reporting Standards (“IFRS”), to improve financial reporting in U.S. GAAP by replacing the current complex guidance for recognizing revenue. The core principle of this ASU is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU was effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2016. In August 2015, the FASB issued ASU No.2015-14, “Revenue from Contracts with Customers (Topic 606)—Deferral of the Effective Date” (“ASU No.2015-14”) to defer the effective date of ASU No.2014-09 by one year. Therefore, ASU No.2014-09 is effective for annual periods and interim reporting periods within those annual periods, beginning after December 15, 2017 under a modified retrospective approach or retrospectively to all periods presented. Early application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The MHFG Group expects to adopt ASU No.2014-09 on April 1, 2018 and is currently evaluating the potential impact that the adoption of ASU No.2014-09 and any subsequent amendments will have on its consolidated results of operations and financial condition, as well as on its disclosures. The Group is also currently evaluating the method of adoption. While the guidance is not applicable to revenue associated with financial instruments such as loans, investment securities and derivatives, the Group currently expects that the new guidance may primarily affect Fee and commission income, including brokerage fees, underwriting fees and asset management fees, and Other noninterest income. In preparation for the adoption of the new guidance, the Group has been working to perform an initial scoping analysis of the Group’s revenue contracts and is in the process of identifying revenue contracts to be reviewed in further detail.

In January 2016, the FASB issued ASU No.2016-01, “Financial Instruments—Overall (Subtopic 825-10)—Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU No.2016-01”). The ASU requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. The ASU also requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. The ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, and should be applied using a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. Early application by public business entities is permitted for financial statements of fiscal years or interim periods that have not yet been issued. The MHFG Group is currently evaluating the potential impact that the adoption of ASU No.2016-01 will have on its consolidated results of operations and financial condition.

In February 2016, the FASB issued ASU No.2016-02, “Leases (Topic 842)” (“ASU No.2016-02”). The ASU requires lessees to recognize the assets and liabilities arising from leases on the balance sheet. Lessees should recognize liabilities to make lease payments and right-of-use assets representing its right to use the underlying assets for the lease term. This recognition applies to leases classified as operating leases and finance leases, and

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

the update retains a distinction between finance leases and operating leases. However, the ASU has not changed the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee significantly. The ASU also requires qualitative disclosures along with specific quantitative disclosures including the amount, timing, and uncertainty of cash flows arising from leases. In transition, an entity is required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. The MHFG Group is currently evaluating the potential impact that the adoption of ASU No.2016-02 will have on its consolidated results of operations and financial condition.

In June 2016, the FASB issued ASU No.2016-13, “Financial Instruments—Credit Losses (Topic 326)—Measurement of Credit Losses on Financial Instruments” (“ASU No.2016-13”). The ASU replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of information such as relevant information about past events including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount, for the purpose of informing credit loss estimates. The ASU requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The income statement reflects the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. The ASU also requires that credit losses on available-for-sale debt securities be presented as an allowance for credit losses rather than as a write-down, and limits the amount of the allowance for credit losses to the amount by which fair value is below amortized cost. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and will be applied using a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. Early application is permitted as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The MHFG Group is currently evaluating the potential impact that the adoption of ASU No.2016-13 will have on its consolidated results of operations and financial condition.

In October 2016, the FASB issued ASU No.2016-16, “Income Taxes (Topic 740)—Intra-Entity Transfers of Assets Other Than Inventory” (“ASU No.2016-16”). The ASU requires recognition of current and deferred income taxes in an intra-entity transfer of an asset other than inventory when the transfer occurs although current U.S. GAAP has prohibited the recognition of income tax consequences of the transfer until the asset has been sold to an outside party. The ASU does not include new disclosure requirements; however, existing disclosure requirements might be applicable when accounting for the current and deferred income taxes for an intra-entity transfer of an asset other than inventory. The ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, and should be applied using a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. Early application is permitted for all entities as of the beginning of a fiscal year for which financial statements (interim or annual) have not been issued or made available for issuance. The MHFG Group is currently evaluating the potential impact that the adoption of ASU No.2016-16 will have on its consolidated results of operations and financial condition.

In January 2017, the FASB issued ASU No.2017-04, “Intangibles—Goodwill and Other (Topic 350)—Simplifying the Test for Goodwill Impairment” (“ASU No.2017-04”). The ASU eliminates Step 2, under which an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities, from the goodwill impairment test. Instead, under the ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The ASU is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early application is permitted for interim or annual goodwill impairment tests performed on testing dates

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

after January 1, 2017. The MHFG Group is currently evaluating the potential impact that the adoption of ASU No. 2017-04 will have on its consolidated results of operations and financial condition.

In May 2017, the FASB issued ASU No.2017-09, “Compensation—Stock Compensation (Topic 718)—Scope of Modification Accounting” (“ASU No.2017-09”). The ASU provides clarity and reduces both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. The ASU provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. An entity should account for the effects of a modification unless all the following factors of the award are the same before and after the modification: (1) the fair value, (2) the vesting conditions and (3) the classification as an equity or a liability instrument. The current disclosure requirements in Topic 718 apply regardless of whether an entity is required to apply modification accounting under the ASU. The ASU is effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017, and should be applied prospectively to an award modified on or after the adoption date. Early application is permitted, including adoption in any interim period, for public business entities for reporting periods for which financial statements have not yet been issued. The MHFG Group does not expect that the adoption of ASU No. 2017-09 will have a material impact on its consolidated results of operations or financial condition.

3. Business combination

Integration among asset management companies

On October 1, 2016, DIAM Co., Ltd. (“DIAM”), MHTB, Mizuho Asset Management Co., Ltd. (“MHAM”) and Shinko Asset Management Co., Ltd. (“Shinko Asset Management”) (collectively, the “Integrating Companies”) integrated their asset management functions pursuant to an integration agreement signed on July 13, 2016. The integration was implemented through the following steps: (i) a merger between MHAM as surviving company and Shinko Asset Management as absorbed company; (ii) a company split between MHTB and MHAM (after the merger in (i) above) as successor company whereby rights and obligations attributed to Asset Management Division of MHTB were transferred to MHAM; and (iii) a merger between DIAM as surviving company and MHAM as absorbed company. After the integration, DIAM was renamed Asset Management One.

As of September 30, 2016, MHAM was a wholly-owned subsidiary of MHFG and DIAM was an equity method affiliate of the MHFG Group which owned 50.0% of the voting equity interests. On October 1, 2016, MHFG exchanged 30.0% of the voting equity interests in MHAM (after the split in (ii) above) for voting equity interests and non-voting equity interests in DIAM. As a result of the exchange, MHFG acquired 51.0% of the voting rights and 70.0% of the economic interests in Asset Management One, which became a consolidated subsidiary of the Group.

Based on the strong commitment of MHFG and Dai-ichi Life Holdings, Inc. (“Dai-ichi Life”) to strengthen and develop their respective asset management businesses, Asset Management One aims to achieve significant development as a global asset management company, providing its customers with high-quality solutions by combining the asset management-related knowledge and experience accumulated and developed by each of the Integrating Companies over many years, and by taking full advantage of collaboration with both the MHFG Group and the Dai-ichi Life group. The MHFG Group recognized goodwill at the acquisition date. The goodwill was not allocated to the reportable segments in Note 32 “Business segment information”. The MHFG Group allocated the entire amount of the goodwill to the Asset Management One reporting unit for the purpose of assessing impairment. None of the goodwill recognized is deductible for tax purposes.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table summarizes the consideration paid for DIAM and the amounts of the acquired assets and assumed liabilities recognized at the acquisition date, as well as the fair value at the acquisition date of the noncontrolling interest in DIAM. There were no material acquisition-related costs that were recognized separately from the acquisition of the assets and the assumption of the liabilities.


	At October 1, 2016
	(in millions of yen)
Consideration:
Equity instruments (1,038,408 common shares of MHAM)		28,842

Fair value of total consideration transferred		28,842
Fair value of equity interests in DIAM held by MHFG before the business combination		72,106

		100,948


Recognized amounts of identifiable assets acquired:
Cash and due from banks		831
Interest-bearing deposits in other banks		12,873
Trading account assets		266
Investments		12,234
Premises and equipment-net		3,546
Accrued income		7,882
Intangible assets ^(Note)		53,037
Deferred tax assets		1,003
Other assets		2,208

Recognized amounts of identifiable liabilities assumed:
Trading account liabilities		304
Income taxes payable		918
Deferred taxes liabilities		16,238
Accrued expenses		5,392
Other liabilities		3,041

Total identifiable net assets		67,987
Goodwill		76,225

Noncontrolling interest in DIAM		43,264

		100,948

Note:

Amount represents customer relationships subject to amortization, of which the weighted-average amortization period is 16.9 years.

The fair value of the equity interests in DIAM held by MHFG before the business combination (¥72,106 million), the fair value of the 1,038,408 common shares of MHAM as the consideration paid for DIAM (¥28,842 million) and the fair value of the noncontrolling interest in DIAM (¥43,264 million) were determined with reference to an independent third-party appraisal by applying the income approach and the market approach. The income approach was based on the discounted future cash flows of DIAM and MHAM and the market approach was based on market values, earnings and revenues of public companies comparable to DIAM and MHAM. A discount for lack of control was not considered in determining the fair value of the noncontrolling interest, which

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

is entirely held by Dai-Ichi Life, as the economic benefits of DIAM are expected to be divided proportionately between MHFG and Dai-Ichi Life based on their respective economic interests.

On October 1, 2016, the MHFG Group recognized a gain of ¥56,226 million as a result of remeasuring to fair value its 50.0% of the voting equity interests in DIAM held before the business combination. The gain is included in Other noninterest income in the Group’s consolidated statement of income for the fiscal year ended March 31, 2017. In addition, the MHFG Group recognized an increase in Common stock of ¥23,829 million as a result of remeasuring to fair value its 30.0% of the voting equity interests in MHAM held before the business combination due to the change in the voting equity interests in MHAM.

The revenue and earnings of Asset Management One since the acquisition date included in the Group’s consolidated statement of income for the fiscal year ended March 31, 2017 are not material. Other than the gain of ¥56,226 million described above, the revenue and earnings of the MHFG Group would not have differed significantly from those reported in the consolidated statements of income for the fiscal years ended March 31, 2016 and 2017 if the business combination had occurred as of the beginning of the fiscal year ended March 31, 2016.

4. Investments

Available-for-sale and held-to-maturity securities

The amortized cost, gross unrealized gains and losses, and fair value of available-for-sale and held-to-maturity securities at March 31, 2016 and 2017 are as follows:


	Amortized cost		Gross unrealized gains		Gross unrealized losses		Fair value
	(in millions of yen)
2016
Available-for-sale securities:
Debt securities:
Japanese government bonds		15,672,171		91,420		1,015		15,762,576
Japanese local government bonds		234,587		6,097		3		240,681
U.S. Treasury bonds and federal agency securities		436,792		1,720		32		438,480
Other foreign government bonds		939,808		2,740		153		942,395
Agency mortgage-backed securities ⁽¹⁾		920,375		29,804		1,293		948,886
Residential mortgage-backed securities		206,882		4,254		878		210,258
Commercial mortgage-backed securities		186,525		788		523		186,790
Japanese corporate bonds and other debt securities ⁽²⁾		2,079,599		15,688		420		2,094,867
Foreign corporate bonds and other debt securities ⁽³⁾		839,981		8,744		1,421		847,304
Equity securities (marketable)		1,663,486		2,121,379		4,577		3,780,288

Total		23,180,206		2,282,634		10,315		25,452,525

Held-to-maturity securities:
Debt securities:
Japanese government bonds		3,760,032		56,620		—		3,816,652
Agency mortgage-backed securities ⁽⁴⁾		1,058,929		3,894		6,266		1,056,557

Total		4,818,961		60,514		6,266		4,873,209

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


	Amortized cost		Gross unrealized gains		Gross unrealized losses		Fair value
	(in millions of yen)
2017
Available-for-sale securities:
Debt securities:
Japanese government bonds		10,256,512		22,782		16,408		10,262,886
Japanese local government bonds		279,864		4,841		233		284,472
U.S. Treasury bonds and federal agency securities		1,148,389		10		4,578		1,143,821
Other foreign government bonds		933,942		1,246		236		934,952
Agency mortgage-backed securities ⁽¹⁾		832,738		15,500		5,441		842,797
Residential mortgage-backed securities		142,879		1,838		558		144,159
Commercial mortgage-backed securities		223,105		1,092		282		223,915
Japanese corporate bonds and other debt securities ⁽²⁾		1,958,472		52,046		2,286		2,008,232
Foreign corporate bonds and other debt securities ⁽³⁾		909,052		3,377		1,643		910,786
Equity securities (marketable)		1,528,808		2,273,883		1,593		3,801,098

Total		18,213,761		2,376,615		33,258		20,557,118

Held-to-maturity securities:
Debt securities:
Japanese government bonds		3,059,976		37,168		—		3,097,144
Agency mortgage-backed securities ⁽⁴⁾		757,384		121		7,931		749,574

Total		3,817,360		37,289		7,931		3,846,718

Notes :

(1)

Agency mortgage-backed securities presented in the above table consist of U.S. agency securities and Japanese agency securities, of which the fair values were ¥168,604 million and ¥780,282 million, respectively, at March 31, 2016, and ¥134,240 million and ¥708,557 million, respectively, at March 31, 2017. U.S. agency securities primarily consist of Government National Mortgage Association (“Ginnie Mae”) securities, which are guaranteed by the United States government. All Japanese agency securities are mortgage-backed securities issued by Japan Housing Finance Agency, a Japanese government-sponsored enterprise.

(2)	Other debt securities presented in the above table primarily consist of certificates of deposit (“CDs”) and asset-backed securities (“ABS”), of which the total fair values were ¥158,446 million at March 31, 2016, and ¥155,138 million at March 31, 2017.

(3)	Other debt securities presented in the above table primarily consist of CDs, ABS, and collateralized loan obligations (“CLO”), of which the total fair values were ¥201,952 million at March 31, 2016, and ¥258,059 million at March 31, 2017.

(4)	All Agency mortgage-backed securities presented in the above table are Ginnie Mae securities.

Contractual maturities

The amortized cost and fair value of available-for-sale and held-to-maturity debt securities at March 31, 2017 by contractual 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 contractual maturities.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


Amortized cost	Due in one year or less		Due after one year through five years		Due after five years through ten years		Due after ten years		Total
	(in millions of yen)
Available-for-sale securities:
Debt securities:
Japanese government bonds		3,147,992		5,538,724		1,569,796		—		10,256,512
Japanese local government bonds		41,307		101,307		136,701		549		279,864
U.S. Treasury bonds and federal agency securities		1,065,881		—		82,508		—		1,148,389
Other foreign government bonds		757,093		170,836		6,013		—		933,942
Agency mortgage-backed securities		—		—		—		832,738		832,738
Residential mortgage-backed securities		—		—		—		142,879		142,879
Commercial mortgage-backed securities		7,000		116,633		99,472		—		223,105
Japanese corporate bonds and other debt securities		471,592		866,455		431,097		189,328		1,958,472
Foreign corporate bonds and other debt securities		450,865		399,330		55,808		3,049		909,052

Total		5,941,730		7,193,285		2,381,395		1,168,543		16,684,953

Held-to-maturity securities:
Debt securities:
Japanese government bonds		1,100,032		1,480,073		479,871		—		3,059,976
Agency mortgage-backed securities		—		—		—		757,384		757,384

Total		1,100,032		1,480,073		479,871		757,384		3,817,360


Fair value	Due in one year or less		Due after one year through five years		Due after five years through ten years		Due after ten years		Total
	(in millions of yen)
Available-for-sale securities:
Debt securities:
Japanese government bonds		3,151,367		5,549,293		1,562,226		—		10,262,886
Japanese local government bonds		41,366		102,326		140,138		642		284,472
U.S. Treasury bonds and federal agency securities		1,065,415		—		78,406		—		1,143,821
Other foreign government bonds		757,094		171,662		6,196		—		934,952
Agency mortgage-backed securities		—		—		—		842,797		842,797
Residential mortgage-backed securities		—		—		—		144,159		144,159
Commercial mortgage-backed securities		7,008		116,641		100,266		—		223,915
Japanese corporate bonds and other debt securities		472,047		869,226		433,132		233,827		2,008,232
Foreign corporate bonds and other debt securities		451,370		400,669		55,728		3,019		910,786

Total		5,945,667		7,209,817		2,376,092		1,224,444		16,756,020

Held-to-maturity securities:
Debt securities:
Japanese government bonds		1,102,730		1,491,570		502,844		—		3,097,144
Agency mortgage-backed securities		—		—		—		749,574		749,574

Total		1,102,730		1,491,570		502,844		749,574		3,846,718

Other-than-temporary impairment

The MHFG Group performs periodic reviews to identify impaired securities in accordance with ASC 320, “Investments—Debt and Equity Securities” (“ASC 320”). For debt securities, in the cases where the MHFG Group has the intent to sell a debt security or more likely than not will be required to sell a debt security before the recovery of its amortized cost basis, the full amount of an other-than-temporary impairment loss is

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

recognized immediately through earnings. In other cases, the MHFG Group evaluates expected cash flows to be received and determines if a credit loss exists, and if so, the amount of an other-than-temporary impairment related to the credit loss is recognized in earnings, while the remaining decline in fair value is recognized in other comprehensive income, net of applicable taxes. For equity securities, impairment is evaluated considering the length of time and extent to which the fair value has been below cost, the financial condition and near-term prospects of the issuers, as well as the MHFG Group’s ability and intent to hold these investments for a reasonable period of time sufficient for a forecasted recovery of fair value. If an equity security is deemed other-than-temporarily impaired, it shall be written down to fair value, with the full decline recognized in earnings.

The following table shows the other-than-temporary impairment losses on available-for-sale securities for the fiscal years ended March 31, 2015, 2016 and 2017. No impairment losses were recognized on held-to-maturity securities for the periods.


	2015		2016		2017
	(in millions of yen)
Available-for-sale securities:
Debt securities		450		4,020		138
Equity securities		618		34,041		12,029

Total		1,068		38,061		12,167

For the fiscal year ended March 31, 2017, the other-than-temporary impairment losses on debt securities were attributable to the decline in the fair value of certain Japanese corporate bonds in respect of which the MHFG Group determined credit losses existed. In accordance with ASC 320-10-35-33A and ASC 320-10-35-34B, the other-than-temporary impairment on these securities was recognized in earnings. There has never been any instance related to credit losses on debt securities recognized in earnings where a portion of an other-than-temporary impairment was recognized in other comprehensive income.

The other-than-temporary impairment losses on equity securities were mainly attributable to the decline in the fair value of certain Japanese equity securities.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Continuous unrealized loss position

The following table shows 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, 2016 and 2017:


	Less than 12 months				12 months or more				Total
	Fair value		Gross unrealized losses		Fair value		Gross unrealized losses		Fair value		Gross unrealized losses
	(in millions of yen)
2016
Available-for-sale securities:
Debt securities:
Japanese government bonds		1,531,400		692		74,427		323		1,605,827		1,015
Japanese local government bonds		3,434		3		—		—		3,434		3
U.S. Treasury bonds and federal agency securities		315,425		32		—		—		315,425		32
Other foreign government bonds		225,493		139		225		14		225,718		153
Agency mortgage-backed securities ⁽¹⁾		15,965		86		58,147		1,207		74,112		1,293
Residential mortgage-backed securities		2,417		3		39,984		875		42,401		878
Commercial mortgage-backed securities		40,471		300		22,465		223		62,936		523
Japanese corporate bonds and other debt securities		360,782		348		20,109		72		380,891		420
Foreign corporate bonds and other debt securities		186,478		972		22,090		449		208,568		1,421
Equity securities (marketable)		71,262		4,515		180		62		71,442		4,577

Total		2,753,127		7,090		237,627		3,225		2,990,754		10,315

Held-to-maturity securities:
Debt securities:
Agency mortgage-backed securities ⁽²⁾		394,673		5,384		101,892		882		496,565		6,266

Total		394,673		5,384		101,892		882		496,565		6,266


2017
Available-for-sale securities:
Debt securities:
Japanese government bonds		5,574,649		15,796		95,612		612		5,670,261		16,408
Japanese local government bonds		58,700		233		—		—		58,700		233
U.S. Treasury bonds and federal agency securities		1,013,962		4,578		—		—		1,013,962		4,578
Other foreign government bonds		334,300		230		8,327		6		342,627		236
Agency mortgage-backed securities ⁽¹⁾		195,887		3,705		42,501		1,736		238,388		5,441
Residential mortgage-backed securities		5,873		3		28,994		555		34,867		558
Commercial mortgage-backed securities		8,314		218		17,634		64		25,948		282
Japanese corporate bonds and other debt securities		470,602		2,062		158,713		224		629,315		2,286
Foreign corporate bonds and other debt securities		202,347		1,353		77,699		290		280,046		1,643
Equity securities (marketable)		30,688		383		4,117		1,210		34,805		1,593

Total		7,895,322		28,561		433,597		4,697		8,328,919		33,258

Held-to-maturity securities:
Debt securities:
Agency mortgage-backed securities ⁽²⁾		460,882		3,518		259,466		4,413		720,348		7,931

Total		460,882		3,518		259,466		4,413		720,348		7,931

Notes

(1)

Agency mortgage-backed securities presented in the above table consist of U.S. agency securities and Japanese agency securities, of which the fair values were ¥69,805 million and ¥4,307 million, respectively, at March 31, 2016, and ¥134,118 million and ¥104,270 million, respectively, at March 31, 2017. U.S. agency securities primarily consist of Ginnie Mae securities, which are guaranteed by the United States government. All Japanese agency securities are mortgage-backed securities issued by Japan Housing Finance Agency, a Japanese government-sponsored enterprise.

(2)	All Agency mortgage-backed securities presented in the above table are Ginnie Mae securities.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

At March 31, 2017, the MHFG Group did not intend to sell the debt securities in an unrealized loss position and it was not more likely than not that the MHFG Group would be required to sell them before the recovery of their amortized cost bases. For Japanese government bonds, U.S. Treasury bonds and federal agency securities and Agency mortgage-backed securities, their entire amortized cost bases were expected to be recovered since the unrealized losses had not resulted from credit deterioration, but primarily from changes in interest rates. For the debt securities other than those described above, including Japanese corporate bonds with similar credit risks as the other-than-temporarily impaired securities, the MHFG Group determined that their entire amortized cost bases were expected to be recovered, after considering various factors such as the extent to which their fair values were below their amortized cost bases, the external and/or internal ratings and the present values of cash flows expected to be collected. Based on the aforementioned evaluation, the MHFG Group determined that the debt securities in an unrealized loss position were not considered other-than-temporarily impaired.

The equity securities in an unrealized loss position were determined not to be other-than-temporarily impaired based on the evaluation of the following factors: (1) the severity and duration of the impairments, (2) the financial condition and near-term prospects of the issuers, and (3) the MHFG Group’s ability and intent to hold these investments for a reasonable period of time sufficient for a forecasted recovery of fair value.

Realized gains and losses

The following table shows the realized gains and losses on sales of available-for-sale securities for the fiscal years ended March 31, 2015, 2016 and 2017. See “Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2015, 2016 and 2017” for the proceeds from sales of investments, the vast majority of which consists of the proceeds from sales of available-for-sale securities.


	2015			2016			2017
	(in millions of yen)
Gross realized gains		220,250			297,344			353,036
Gross realized losses		(14,670	)		(45,376	)		(21,163	)

Net realized gains (losses) on sales of available-for-sale securities		205,580			251,968			331,873

Other investments

The following table summarizes the composition of Other investments at March 31, 2016 and 2017:


	2016		2017
	(in millions of yen)
Equity method investments		258,180		249,679
Investments held by consolidated investment companies		42,045		37,462
Other equity interests		313,221		307,928

Total		613,446		595,069

Equity method investments

Investments in investees over which the MHFG Group has the ability to exert significant influence are accounted for using the equity method of accounting. Such investments included marketable equity securities with carrying values of ¥124,830 million and ¥132,817 million, at March 31, 2016 and 2017, respectively. The aggregate market values of these marketable equity securities were ¥277,508 million and ¥273,249 million, respectively.

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The majority of the aggregate market values of these marketable equity securities are related to Orient Corporation, of which the MHFG Group’s proportionate share of the total outstanding common stock was 49.0% as of March 31, 2017.

Investments held by consolidated investment companies

The MHFG Group consolidates certain investment companies over which it has control through either ownership or 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 this specialized industry accounting for investments held by consolidated investment companies, which consist of marketable and non-marketable investments.

Other equity interests

Other equity interests primarily consist of non-marketable equity securities outside the scope of ASC 320, of which the fair values are not readily determinable, nor practicable to estimate. The MHFG Group has neither significant influence nor control over the investees. Each of these securities is stated at acquisition cost, with an other-than-temporary impairment, if any, included in earnings. The MHFG Group monitors the status of each investee, including its credit rating, to determine whether impairment losses should be recognized.

5. Loans

The table below presents loans outstanding by domicile and industry of borrower at March 31, 2016 and 2017:


	2016		2017
	(in millions of yen)
Domestic:
Manufacturing		8,344,808		8,740,281
Construction and real estate		7,733,513		7,654,016
Services		4,655,704		4,759,225
Wholesale and retail		5,408,850		5,142,003
Transportation and communications		3,267,902		3,490,415
Banks and other financial institutions		3,632,481		4,006,401
Government and public institutions		3,395,784		8,532,246
Other industries ^(Note)		4,619,336		4,427,349
Individuals:
Mortgage loans		10,589,646		9,964,633
Other		924,408		939,971

Total domestic		52,572,432		57,656,540

Foreign:
Commercial and industrial		17,319,284		16,872,448
Banks and other financial institutions		6,382,449		6,759,921
Government and public institutions		1,174,665		959,948
Other ^(Note)		273,695		190,724

Total foreign		25,150,093		24,783,041

Total		77,722,525		82,439,581
Less: Unearned income and deferred loan fees—net		167,156		155,675

Total loans before allowance for loan losses		77,555,369		82,283,906

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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 ¥33,291 million, ¥1,752 million and ¥919 million, including unrealized losses related to recording loans held for sale at the lower of cost or fair value of ¥34,262 million, ¥810 million, and ¥310 million for the fiscal years ended March 31, 2015, 2016 and 2017, respectively.

Credit quality information

In accordance with the MHFG Group’s credit risk management policies, the Group uses an internal rating system that consists of credit 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 the ultimate possibility of incurring losses on individual loans by taking into consideration various factors such as collateral or guarantees involved. In principle, obligor ratings are applied to all obligors except those to which pool allocations are applied, and are subject to regular review at least once a year as well as special review which is required whenever the obligor’s credit standing changes. Pool allocations are applied to groups of small balance, homogeneous loans. The Group pools loans with similar risk characteristics, and the risk is assessed and managed according to such pools. The Group generally reviews the appropriateness and effectiveness of the approach to obligor ratings and pool allocations once a year in accordance with predetermined policies and procedures.

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The table below presents the MHFG Group’s definition of obligor ratings used by MHBK and MHTB:


Obligor category	Obligor rating	Definition
Normal	A	Obligors whose certainty of debt fulfillment is very high, hence their level of credit risk is very low.

	B	Obligors whose certainty of debt fulfillment poses no problems for the foreseeable future, and their level of credit risk is low.

	C	Obligors whose certainty of debt fulfillment and their level of credit risk pose no problems for the foreseeable future.

	D	Obligors whose current certainty of debt fulfillment poses no problems, however, their resistance to future economic environmental changes is low.

Watch^(Note)	E1	Obligors that require observation going forward because of either minor concerns regarding their financial position, or their somewhat weak or unstable business conditions.

	E2	Obligors that require special observation going forward because of problems with their borrowings such as reduced or suspended interest payments, problems with debt fulfillment such as failure to make principal or interest payments, or problems with their financial position as a result of their weak or unstable business conditions.
Intensive control	F	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 other measures (including obligors that are receiving ongoing support from financial institutions).

Substantially bankrupt	G	Obligors that have not yet become legally or formally bankrupt but are substantially insolvent because they are in serious financial difficulties and are deemed to be incapable of being restructured.

Bankrupt	H	Obligors that have become legally or formally bankrupt.

Note:

Special attention obligors are watch obligors with debt in troubled debt restructuring (“TDR”) or 90 days or more delinquent debt. Loans to such obligors are considered impaired.

F-34

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES 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, 2016 and 2017:


	Normal obligors								Watch obligors excluding special attention obligors ⁽¹⁾						Impaired loans		Total
	A-B		C-D		Retail ⁽²⁾		Other ⁽³⁾		E1-E2		Retail⁽²⁾		Other⁽³⁾		Impaired loans		Total
	(in millions of yen)
2016
Domestic:
Manufacturing		4,859,256		2,681,958		103,343		148,102		163,213		12,473		2,958		373,505		8,344,808
Construction and real estate		3,956,798		2,709,617		601,251		157,057		215,244		16,408		255		76,883		7,733,513
Services		2,611,296		1,674,328		195,140		2,380		81,704		24,846		—		66,010		4,655,704
Wholesale and retail		2,240,228		2,552,552		223,677		57,865		147,404		39,486		546		147,092		5,408,850
Transportation and communications		2,410,967		695,697		86,094		380		35,090		10,518		—		29,156		3,267,902
Banks and other financial institutions		2,719,047		881,405		2,234		3,788		22,303		264		—		3,440		3,632,481
Government and public institutions		3,181,241		4,047		—		210,496		—		—		—		—		3,395,784
Other industries ⁽⁴⁾		1,954,222		685,258		3,501		1,929,712		7,053		329		35,315		3,946		4,619,336
Individuals		—		259,646		10,891,538		107,131		34,744		96,729		1,659		122,607		11,514,054

Total domestic		23,933,055		12,144,508		12,106,778		2,616,911		706,755		201,053		40,733		822,639		52,572,432

Foreign:
Commercial and industrial		9,468,077		4,966,929		46		2,214,584		422,567		—		80,339		166,742		17,319,284
Banks and other financial institutions		5,129,904		550,380		—		656,969		45,196		—		—		—		6,382,449
Government and public institutions		942,366		224,514		—		2,940		4,801		—		—		44		1,174,665
Other ⁽⁴⁾		—		6,308		8,336		258,363		132		10		268		278		273,695

Total foreign		15,540,347		5,748,131		8,382		3,132,856		472,696		10		80,607		167,064		25,150,093

Total		39,473,402		17,892,639		12,115,160		5,749,767		1,179,451		201,063		121,340		989,703		77,722,525


2017
Domestic:
Manufacturing		5,313,232		2,599,760		90,825		67,734		276,771		11,589		1,314		379,056		8,740,281
Construction and real estate		4,199,022		2,641,436		558,321		15,585		165,836		16,023		317		57,476		7,654,016
Services		2,699,487		1,687,515		185,577		910		95,973		23,189		204		66,370		4,759,225
Wholesale and retail		2,244,214		2,369,842		200,003		22,785		124,846		32,911		501		146,901		5,142,003
Transportation and communications		2,584,367		739,781		82,543		1,092		50,319		9,698		—		22,615		3,490,415
Banks and other financial institutions		3,050,605		887,527		1,894		37,907		21,574		353		—		6,541		4,006,401
Government and public institutions		4,059,349		1,600		—		4,471,297		—		—		—		—		8,532,246
Other industries ⁽⁴⁾		1,873,137		591,109		3,535		1,906,756		4,613		410		41,179		6,610		4,427,349
Individuals		—		289,809		10,312,739		80,566		26,288		89,066		1,434		104,702		10,904,604

Total domestic		26,023,413		11,808,379		11,435,437		6,604,632		766,220		183,239		44,949		790,271		57,656,540

Foreign:
Commercial and industrial		9,310,432		4,814,906		173		2,153,757		312,275		—		90,722		190,183		16,872,448
Banks and other financial institutions		5,628,387		592,380		—		480,806		58,348		—		—		—		6,759,921
Government and public institutions		741,478		214,558		—		1,082		2,801		—		—		29		959,948
Other ⁽⁴⁾		—		6,535		9,439		173,464		124		8		753		401		190,724

Total foreign		15,680,297		5,628,379		9,612		2,809,109		373,548		8		91,475		190,613		24,783,041

Total		41,703,710		17,436,758		11,445,049		9,413,741		1,139,768		183,247		136,424		980,884		82,439,581

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.

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(3)	Non-impaired loans held by subsidiaries other than MHBK and MHTB constitute Other, since their portfolio segments are not identical to those of MHBK and MHTB.

(4)	Other industries of Domestic and Other of Foreign include trade receivables and lease receivables of consolidated VIEs.

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 loans. The Group classifies 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 not have any loans to borrowers that cause management to have serious doubts as to the ability of such borrowers to comply with the present loan repayment terms for the periods presented other than those already designated as impaired loans. The table below presents impaired loans information at March 31, 2016 and 2017:


	Recorded investment⁽¹⁾						Unpaid principal balance		Related allowance ⁽³⁾		Average recorded investment		Interest income recognized⁽⁴⁾
	Requiring an allowance for loan losses		Not requiring an allowance for loan losses ⁽²⁾		Total		Unpaid principal balance		Related allowance ⁽³⁾		Average recorded investment		Interest income recognized⁽⁴⁾
	(in millions of yen)
2016
Domestic:
Manufacturing		365,361		8,144		373,505		379,642		138,676		410,491		7,930
Construction and real estate		59,883		17,000		76,883		87,516		10,130		89,075		1,246
Services		56,695		9,315		66,010		72,603		19,095		69,525		1,292
Wholesale and retail		134,425		12,667		147,092		157,215		46,304		149,324		2,376
Transportation and communications		25,665		3,491		29,156		30,497		5,694		33,119		630
Banks and other financial institutions		3,390		50		3,440		3,440		1,095		5,188		42
Other industries		3,591		355		3,946		4,132		799		2,665		64
Individuals		63,367		59,240		122,607		135,325		6,085		133,015		2,058

Total domestic		712,377		110,262		822,639		870,370		227,878		892,402		15,638

Foreign:
Total foreign		148,471		18,593		167,064		180,870		61,308		186,440		2,629

Total		860,848		128,855		989,703		1,051,240		289,186		1,078,842		18,267


2017
Domestic:
Manufacturing		372,241		6,815		379,056		383,812		148,777		375,895		2,859
Construction and real estate		46,130		11,346		57,476		66,006		6,367		66,796		877
Services		58,366		8,004		66,370		72,261		20,122		66,050		1,173
Wholesale and retail		133,466		13,435		146,901		155,023		52,341		148,865		2,261
Transportation and communications		19,386		3,229		22,615		23,568		5,968		24,035		371
Banks and other financial institutions		2,601		3,940		6,541		6,873		962		5,305		50
Other industries		6,484		126		6,610		6,740		1,999		6,053		91
Individuals		51,893		52,809		104,702		114,880		4,935		114,104		1,696

Total domestic		690,567		99,704		790,271		829,163		241,471		807,103		9,378

Foreign:
Total foreign		160,563		30,050		190,613		209,129		61,102		169,192		2,040

Total		851,130		129,754		980,884		1,038,292		302,573		976,295		11,418

Notes:

(1)	Amounts represent the outstanding balances of nonaccrual loans. The MHFG Group’s policy for placing loans in nonaccrual status corresponds to the Group’s definition of impaired loans.

(2)	These impaired loans do not require an allowance for loan losses because the MHFG Group has sufficient collateral to cover probable loan losses.

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(3)

The allowance for loan losses on impaired loans includes the allowance for groups of small balance, homogeneous loans which were collectively evaluated for impairment, in addition to the allowance for those loans that were individually evaluated for impairment. The total carrying amount of the groups of small balance, homogeneous loans at March 31, 2016 and 2017 was ¥347,839 million and ¥302,251 million, respectively.

(4)	Amounts represent gross interest income on impaired loans which were included in Interest income on loans in the consolidated statements of income.

The remaining balance of impaired loans which had been partially charged off was ¥31,933 million and ¥26,513 million as of March 31, 2016 and 2017, respectively.

Troubled debt restructurings

The MHFG Group considers a TDR to be a restructuring in which it, for economic or legal reasons related to the obligor’s financial difficulties, grants a concession to the obligor that it would not otherwise consider. The Group considers the relevant obligor to be in financial difficulty when its obligor rating is E2 or below. The following table presents TDRs that were entered into during the fiscal years ended March 31, 2016 and 2017:


	Loan forgiveness or debt to equity swaps				Interest rate reduction and/or postponement of principal and/or interest
	Recorded investment^(Note⁾		Charge-offs
			(in millions of yen)
2016
Domestic:
Manufacturing		67,058		34,081		108,395
Construction and real estate		—		—		27,078
Services		—		—		43,919
Wholesale and retail		—		—		157,651
Transportation and communications		49		279		28,244
Banks and other financial institutions		—		—		6,342
Other industries		—		—		7,120
Individuals		—		—		28,163

Total domestic		67,107		34,360		406,912

Foreign:
Total foreign		—		—		44,748

Total		67,107		34,360		451,660


2017
Domestic:
Manufacturing		—		—		106,697
Construction and real estate		—		—		18,818
Services		—		—		45,287
Wholesale and retail		—		—		159,649
Transportation and communications		—		—		17,417
Banks and other financial institutions		—		—		7,933
Other industries		—		—		2,518
Individuals		—		—		17,067

Total domestic		—		—		375,386

Foreign:
Total foreign		—		—		35,685

Total		—		—		411,071

Note: Amounts represent the book values of loans immediately after the restructurings.

F-37

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Payment default is deemed to occur when the loan becomes three months past due or the obligor is downgraded to the category of substantially bankrupt or bankrupt. The following table presents payment defaults which occurred during the fiscal years ended March 31, 2016 and 2017 with respect to the loans modified as TDRs within the previous twelve months:


	Recorded investment
	2016		2017
	(in millions of yen)
Domestic:
Manufacturing		10,669		5,164
Construction and real estate		2,195		2,887
Services		4,824		4,471
Wholesale and retail		20,522		10,116
Transportation and communications		2,361		795
Other industries		—		14
Individuals		3,864		2,288

Total domestic		44,435		25,735

Foreign:
Total foreign		10,846		3,213

Total		55,281		28,948

F-38

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Age 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, 2016 and 2017:


	30-59 days past due		60-89 days past due		90 days or more past due		Total past due		Current		Total
	(in millions of yen)
2016
Domestic:
Manufacturing		1,555		163		9,454		11,172		8,333,636		8,344,808
Construction and real estate		2,713		1,024		35,691		39,428		7,694,085		7,733,513
Services		2,479		223		7,016		9,718		4,645,986		4,655,704
Wholesale and retail		3,193		886		8,861		12,940		5,395,910		5,408,850
Transportation and communications		594		81		2,033		2,708		3,265,194		3,267,902
Banks and other financial institutions		—		—		—		—		3,632,481		3,632,481
Government and public institutions		—		—		—		—		3,395,784		3,395,784
Other industries		—		—		29		29		4,619,307		4,619,336
Individuals		38,682		13,570		38,413		90,665		11,423,389		11,514,054

Total domestic		49,216		15,947		101,497		166,660		52,405,772		52,572,432

Foreign:
Total foreign		859		2,598		30,000		33,457		25,116,636		25,150,093

Total		50,075		18,545		131,497		200,117		77,522,408		77,722,525


2017
Domestic:
Manufacturing		1,938		360		7,767		10,065		8,730,216		8,740,281
Construction and real estate		2,818		947		32,523		36,288		7,617,728		7,654,016
Services		917		217		5,914		7,048		4,752,177		4,759,225
Wholesale and retail		1,330		2,834		5,585		9,749		5,132,254		5,142,003
Transportation and communications		384		322		1,859		2,565		3,487,850		3,490,415
Banks and other financial institutions		—		—		—		—		4,006,401		4,006,401
Government and public institutions		—		—		—		—		8,532,246		8,532,246
Other industries		—		—		69		69		4,427,280		4,427,349
Individuals		32,995		12,291		34,846		80,132		10,824,472		10,904,604

Total domestic		40,382		16,971		88,563		145,916		57,510,624		57,656,540

Foreign:
Total foreign		546		216		95,719		96,481		24,686,560		24,783,041

Total		40,928		17,187		184,282		242,397		82,197,184		82,439,581

6. Allowance for loan losses

In accordance with ASC 450, a formula-based allowance utilizing historical loss factors, after adjusting for existing economic conditions where appropriate, is applied to groups of non-homogeneous loans and small balance, homogeneous loans which have not been identified as impaired. At MHBK 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 other than these classified in the retail portfolio segment are classified in the corporate portfolio segment. The corporate portfolio segment consists of loans originated by MHBK and MHTB, and includes mainly business loans such as those used for working capital and capital expenditure, as well as loans for which the primary source of repayment of the obligation is income generated by the relevant assets such as project finance, asset

F-39

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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 and MHTB, such as consolidated VIEs and overseas subsidiaries. See Note 1 “Basis of presentation and summary of significant accounting policies” for further details of the methodology used to determine the allowance for loan losses and Note 5 “Loans” for further details of obligor ratings and pool allocations.

Changes in Allowance for loan losses by portfolio segment for the fiscal years ended March 31, 2015, 2016 and 2017 are shown below:


	Corporate			Retail			Other			Total
	(in millions of yen)
2015
Balance at beginning of fiscal year		501,349			95,542			29,286			626,177

Provision (credit) for loan losses		(40,167	)		(33,261	)		13,205			(60,223	)

Charge-offs		(64,634	)		(3,266	)		(11,322	)		(79,222	)
Recoveries		19,086			1,454			2,743			23,283

Net charge-offs		(45,548	)		(1,812	)		(8,579	)		(55,939	)

Others ^(Note)		7,543			—			2,701			10,244

Balance at end of fiscal year		423,177			60,469			36,613			520,259


2016
Balance at beginning of fiscal year		423,177			60,469			36,613			520,259

Provision (credit) for loan losses		33,532			(15,474	)		16,502			34,560

Charge-offs		(97,536	)		(2,173	)		(12,610	)		(112,319	)
Recoveries		17,232			1,399			2,034			20,665

Net charge-offs		(80,304	)		(774	)		(10,576	)		(91,654	)

Others ^(Note)		(8,666	)		—			(3,252	)		(11,918	)

Balance at end of fiscal year		367,739			44,221			39,287			451,247


2017
Balance at beginning of fiscal year		367,739			44,221			39,287			451,247

Provision (credit) for loan losses		45,059			(10,666	)		3,275			37,668

Charge-offs		(22,901	)		(1,754	)		(6,597	)		(31,252	)
Recoveries		18,320			5,122			2,158			25,600

Net charge-offs		(4,581	)		3,368			(4,439	)		(5,652	)

Others ^(Note)		(890	)		—			(2,700	)		(3,590	)

Balance at end of fiscal year		407,327			36,923			35,423			479,673

Note:

Others includes primarily foreign exchange translation.

F-40

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES 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, 2016 and 2017:


	Corporate		Retail		Other		Total
	(in millions of yen)
2016
Allowance for loan losses		367,739		44,221		39,287		451,247

of which individually evaluated for impairment		222,591		3,829		12,521		238,941
of which collectively evaluated for impairment		145,148		40,392		26,766		212,306


Loans ^(Note)		59,385,962		12,414,453		5,922,110		77,722,525

of which individually evaluated for impairment		634,049		24,768		63,280		722,097
of which collectively evaluated for impairment		58,751,913		12,389,685		5,858,830		77,000,428


2017
Allowance for loan losses		407,327		36,923		35,423		479,673

of which individually evaluated for impairment		272,714		2,922		13,306		288,942
of which collectively evaluated for impairment		134,613		34,001		22,117		190,731


Loans ^(Note)		61,120,654		11,722,726		9,596,201		82,439,581

of which individually evaluated for impairment		772,647		23,422		65,075		861,144
of which collectively evaluated for impairment		60,348,007		11,699,304		9,531,126		81,578,437

Note: Amounts represent loan balances before deducting unearned income and deferred loan fees.

In the fiscal year ended March 31, 2015, Credit for loan losses decreased by ¥66,007 million from the previous fiscal year. The decrease was due primarily to an increase in allowance for loan losses on impaired loans related to certain domestic borrowers, although the MHFG Group continued to record a credit for loan losses and recorded a decrease in allowance for loan losses on non-impaired loans as a result of upgrades in the obligor categories of a broad range of borrowers, reflecting the continuing gradual recovery of the Japanese economy.

In the fiscal year ended March 31, 2016, Provision for loan losses increased by ¥94,783 million from the previous fiscal year. The MHFG Group recorded a modest level of Provision for loan losses, reflecting how the Japanese economy was in a “leveling off” phase.

In the fiscal year ended March 31, 2017, Provision for loan losses increased by ¥3,108 million from the previous fiscal year. Although obligor categories improved as a whole, reflecting the gradual recovery in the economic environment, Provision for loan losses increased due mainly to the deterioration of credit status of certain borrowers.

F-41

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

7. Premises and equipment

Premises and equipment at March 31, 2016 and 2017 consist of the following:


	2016		2017
	(in millions of yen)
Land		552,205		575,054
Buildings		827,458		807,312
Equipment and furniture		463,205		485,407
Leasehold improvements		88,195		93,967
Construction in progress		20,656		23,093
Software		1,086,124		1,308,292

Total		3,037,843		3,293,125
Less: Accumulated depreciation and amortization		1,199,853		1,251,852

Premises and equipment—net		1,837,990		2,041,273

Depreciation and amortization expense for premises and equipment for the fiscal years ended March 31, 2015, 2016 and 2017 was ¥161,152 million, ¥162,676 million and ¥163,769 million, respectively.

Premises and equipment under capital leases, which is primarily comprised of data processing equipment, amounted to ¥69,077 million and ¥80,430 million at March 31, 2016 and 2017, respectively. Accumulated depreciation and amortization on such premises and equipment at March 31, 2016 and 2017 amounted to ¥34,733 million and ¥40,155 million, respectively.

8. Goodwill and intangible assets

Goodwill

The changes in Goodwill during the fiscal years ended March 31, 2015, 2016 and 2017 are as follows:


	2015		2016			2017
	(in millions of yen)
Balance at beginning of fiscal year		11,549		11,703			19,097
Goodwill acquired		—		16,470	⁽¹⁾		76,225	⁽²⁾
Impairment losses recognized		—		(6,222	)		—
Foreign exchange translation		154		(2,854	)		(146	)
Balance at end of fiscal year		11,703		19,097			95,176

Gross amount of goodwill⁽³⁾		81,254		94,473			171,432
Accumulated impairment losses		69,551		75,376			76,256

Notes:

(1)	Goodwill acquired is entirely related to the acquisition of Simplex Real Estate Management Inc. and Simplex REIT Partners Inc.

(2)	Goodwill acquired is entirely related to the acquisition of Asset Management One (see Note 3 “Business combination”).

(3)	Goodwill is recorded at a designated reporting unit level for the purpose of assessing impairment. Goodwill is not allocated to the reportable segments in Note 32 “Business segment information”.

Due to the prolonged severe business environment for Banco Mizuho do Brasil S.A., it was determined that the carrying amount of the Banco Mizuho do Brasil S.A. reporting unit exceeded its fair value, which is based on the market approach. Therefore, a goodwill impairment loss of ¥6,222 million was recognized during the fiscal year ended March 31, 2016.

F-42

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Intangible assets

The table below presents the gross carrying amount, accumulated amortization and net carrying amount of intangible assets, at March 31, 2016 and 2017:


	2016						2017
	Gross carrying amount		Accumulated amortization		Net carrying amount		Gross carrying amount		Accumulated amortization		Net carrying amount
	(in millions of yen)
Intangible assets subject to amortization:
Customer relationships ^(Note)		73,949		35,178		38,771		126,979		42,517		84,462
Other		2,864		2,208		656		2,814		2,190		624

Total		76,813		37,386		39,427		129,793		44,707		85,086

Intangible assets not subject to amortization:
Total		9,224		—		9,224		9,061		—		9,061

Total		86,037		37,386		48,651		138,854		44,707		94,147

Note:

Customer relationships were acquired in connection with the merger of MHSC and Shinko on May 7, 2009 and the integration among asset management companies on October 1, 2016, see Note 3 “Business combination” for further details of the integration among asset management companies. See Note 1 “Basis of presentation and summary of significant accounting policies” for further information.

For the fiscal years ended March 31, 2015, 2016, and 2017, the MHFG Group recognized ¥5,376 million, ¥5,254 million, and ¥7,433 million, respectively, of amortization expense in respect of intangible assets.

The table below presents the estimated aggregate amortization expense in respect of intangible assets for the next five years:


	(in millions of yen)
Fiscal year ending March 31:
2018		9,465
2019		9,243
2020		8,940
2021		8,232
2022		7,699

9. Pledged assets and collateral

The following amounts, by balance sheet classification, have been pledged as collateral for borrowings and for other purposes at March 31, 2016 and 2017:


	2016		2017
	(in billions of yen)
Interest-bearing deposits in other banks		69		51
Trading account assets		7,939		6,577
Investments		10,254		8,213
Loans		5,871		7,468
Other assets		1,322		1,588

Total		25,455		23,897

F-43

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The associated liabilities collateralized by the above assets at March 31, 2016 and 2017 are summarized below:


	2016		2017
	(in billions of yen)
Deposits		813		919
Payables under repurchase agreements		6,182		6,109
Payables under securities lending transactions		2,790		1,460
Other short-term borrowings		657		686
Long-term debt		5,545		4,220

Total		15,987		13,394

The 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 are similar reserve deposit requirements for foreign branches and subsidiaries engaged in banking businesses in foreign countries. At March 31, 2016 and 2017, 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 ¥34,377 billion and ¥44,741 billion, respectively. These balances included the reserve funds required to be maintained by the MHFG Group, which amounted to ¥1,322 billion and ¥1,462 billion at March 31, 2016 and 2017, respectively.

At March 31, 2016 and 2017, the MHFG Group had received collateral that can be sold or repledged, with a fair value of ¥12,116 billion and ¥13,395 billion, respectively, of which ¥11,616 billion and ¥12,988 billion, respectively, was sold and repledged. Such collateral was primarily obtained in connection with resale or securities borrowing agreements, and was generally used as collateral for repurchase or securities lending agreements, or to cover short sales.

10. Deposits

The balances of time deposits and certificates of deposit issued by domestic offices in amounts of ¥10 million (approximately US$90 thousand at the Federal Reserve Bank of New York’s noon buying rate on March 31, 2017) or more and the balances of these deposits issued by foreign offices in amounts of US$100,000 or more at March 31, 2016 and 2017 are as follows:


	2016		2017
	(in millions of yen)
Domestic offices:
Time deposits		19,209,570		17,763,052
Certificates of deposit		6,432,810		5,877,100

Total		25,642,380		23,640,152

Foreign offices:
Time deposits		12,708,142		14,862,230
Certificates of deposit		5,394,695		4,754,170

Total		18,102,837		19,616,400

The aggregate amount of demand deposits in overdraft status that have been reclassified as loan balances at March 31, 2016 and 2017 was ¥890 billion and ¥718 billion, respectively.

F-44

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The balance and remaining maturities of time deposits and certificates of deposit issued by domestic and foreign offices at March 31, 2017 are shown in the following table:


	Time deposits		Certificates of deposit		Total
	(in millions of yen)
Domestic offices:
Due in one year or less		22,800,247		5,821,000		28,621,247
Due after one year through two years		2,024,310		56,100		2,080,410
Due after two years through three years		1,206,888		—		1,206,888
Due after three years through four years		349,896		—		349,896
Due after four years through five years		346,569		—		346,569
Due after five years		133,581		—		133,581

Total		26,861,491		5,877,100		32,738,591

Foreign offices:
Due in one year or less		14,765,251		4,599,583		19,364,834
Due after one year through two years		88,304		38,709		127,013
Due after two years through three years		5,740		55,818		61,558
Due after three years through four years		—		60,067		60,067
Due after four years through five years		198		—		198
Due after five years		8,956		—		8,956

Total		14,868,449		4,754,177		19,622,626

Total		41,729,940		10,631,277		52,361,217

11. Due to trust accounts

MHTB and TCSB, which are MHFG’s trust bank subsidiaries, 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 are managed and accounted for separately. However, the cash in individual trust accounts is often placed with MHTB 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.

The MHFG Group consolidates certain guaranteed principal money trusts. See Note 25 “Variable interest entities and securitizations” for further discussion of the guaranteed principal money trusts.

12. Short-term borrowings and long-term debt

Short-term borrowings

Short-term borrowings consist of Due to trust accounts, Call money and funds purchased, Payables under repurchase agreements and securities lending transactions, and Other short-term borrowings.

Details of Other short-term borrowings at March 31, 2016 and 2017 are as follows:


	2016		2017
	(in millions of yen)
Commercial paper and short-term notes issued by consolidated VIEs of asset-backed commercial paper programs ^{(1) (2)}		289,219		59,607
Commercial paper and short-term notes issued by MHFG and its subsidiaries ^{(1) (3)}		1,369,302		956,447
Borrowings from the Bank of Japan		324,146		355,255
Other		97,372		105,303

Total		2,080,039		1,476,612

F-45

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Notes:

(1)	Short-term notes are issued under the laws of Japan in the form of dematerialized commercial paper, whose characteristics are economically the same as commercial paper.

(2)

Commercial paper and short-term notes issued by consolidated VIEs of asset-backed commercial paper programs in the above table consist of commercial paper and short-term notes, of which the amounts were ¥232,538 million and ¥56,681 million, respectively, at March 31, 2016, and ¥24,559 million and ¥35,048 million, respectively, at March 31, 2017.

(3)

Commercial paper and short-term notes issued by MHFG and its subsidiaries in the above table consist of commercial paper and short-term notes, of which the amounts were ¥777,602 million and ¥591,700 million, respectively, at March 31, 2016, and ¥765,147 million and ¥191,300 million, respectively, at March 31, 2017.

Long-term debt

Long-term debt with original maturities of more than one year at March 31, 2016 and 2017 is comprised of the following:


	2016		2017
	(in millions of yen)
Obligations under capital leases		37,811		40,947
Loan participation borrowings		64,524		90,639
Senior borrowings and bonds		11,576,384		11,119,136
Subordinated borrowings and bonds		3,086,808		3,278,692

Total		14,765,527		14,529,414

The following table presents the interest rates and maturities of senior borrowings and bonds, and subordinated borrowings and bonds:


	Interest rates⁽¹⁾		Maturities⁽²⁾		2016		2017
	(%)				(in millions of yen)
Senior borrowings and bonds:
fixed rate denominated in Japanese yen		0.00-10.00		Apr. 2017-Dec. 2046		7,863,984		6,011,939
fixed rate denominated in U.S. dollars		0.00-7.49		Apr. 2017-Aug. 2046		1,778,892		2,533,715
fixed rate denominated in other currencies		0.01-10.00		Apr. 2017-May. 2037		135,515		172,370
floating rate denominated in Japanese yen		0.00-23.80		Apr. 2017-Mar. 2047		852,425		717,056
floating rate denominated in U.S. dollars		0.00-10.00		Apr. 2017-Jul. 2033		898,840		1,557,288
floating rate denominated in other currencies		0.00-9.40		Aug. 2017-Sep. 2035		46,728		126,768

Total						11,576,384		11,119,136

Subordinated borrowings and bonds:
fixed rate denominated in Japanese yen		0.50-4.26		Apr. 2017-Perpetual		2,596,460		2,858,445
fixed rate denominated in U.S. dollars		4.30-4.70		Jul. 2022-Oct. 2025		490,348		420,247

Total						3,086,808		3,278,692

Total						14,663,192		14,397,828

Notes:

(1)	The interest rates disclosed reflect the range of contractual rates in effect at March 31, 2017.

(2)	Maturity information disclosed is the range of maturities at March 31, 2017.

F-46

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(3)	None of the long-term debt issuances above are convertible to common stock.

(4)	Certain debt agreements permit the MHFG Group to redeem the related debt, in whole or in part, prior to maturity at the MHFG Group’s option on terms specified in the respective agreements.

The following is a summary of the contractual maturities of long-term debt subsequent to March 31, 2017:


	(in millions of yen)
Fiscal year ending March 31:
2018		1,614,386
2019		3,127,227
2020		1,733,501
2021		1,841,416
2022		1,194,536
2023 and thereafter		5,018,348

Total		14,529,414

13. Other assets and liabilities

The following table sets forth the details of other assets and liabilities at March 31, 2016 and 2017:


	2016		2017
	(in millions of yen)
Other assets:
Accounts receivable from brokers, dealers and customers for securities transactions		1,718,769		1,564,295
Collateral provided for derivative transactions		884,651		973,404
Prepaid pension cost		612,102		682,592
Miscellaneous receivables		286,896		324,135
Margins provided for futures contracts		225,240		276,398
Security deposits		113,066		122,858
Loans held for sale		33,133		26,689
Other		823,033		1,021,958

Total		4,696,890		4,992,329

Other liabilities:
Accounts payable to brokers, dealers and customers for securities transactions		2,882,824		1,400,141
Guaranteed trust principal		623,904		683,324
Collateral accepted for derivative transactions		715,894		671,691
Miscellaneous payables		442,352		481,809
Margins accepted for futures contracts		334,925		307,066
Unearned income		144,903		134,666
Factoring amounts owed to customers		242,392		53,488
Other		1,089,529		1,294,340

Total		6,476,723		5,026,525

F-47

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Guaranteed trust principal

Guaranteed trust principal is the liability of certain consolidated trust arrangements, in respect of which the MHFG Group provides guarantees for the repayment of principal. See Note 25 “Variable interest entities and securitizations” for further discussion of the guaranteed principal money trusts.

Unearned income

Unearned income is primarily comprised of refundable fees received from consumer loan customers at the time the loans were made, which is being deferred and recognized in earnings as earned.

14. Preferred stock

The composition of preferred stock at March 31, 2015, 2016 and 2017 is as follows:


2015	Aggregate amount		Number of shares						Liquidation value per share		Convertible or not
Class of stock	Aggregate amount		Authorized		Issued		In treasury		Liquidation value per share		Convertible or not
	(in millions of yen)								(in yen)
Eleventh series class XI preferred stock ⁽¹⁾		914,752		914,752,000		914,752,000		701,631,100		1,000		Yes
First series class XIV preferred stock ⁽²⁾		—		900,000,000		—		—		—		—
Second series class XIV preferred stock ⁽²⁾		—		900,000,000		—		—		—		—
Third series class XIV preferred stock ⁽²⁾		—		900,000,000		—		—		—		—
Fourth series class XIV preferred stock ⁽²⁾		—		900,000,000		—		—		—		—
First series class XV preferred stock ⁽³⁾		—		900,000,000		—		—		—		—
Second series class XV preferred stock ⁽³⁾		—		900,000,000		—		—		—		—
Third series class XV preferred stock ⁽³⁾		—		900,000,000		—		—		—		—
Fourth series class XV preferred stock ⁽³⁾		—		900,000,000		—		—		—		—
First series class XVI preferred stock ⁽⁴⁾		—		1,500,000,000		—		—		—		—
Second series class XVI preferred stock ⁽⁴⁾		—		1,500,000,000		—		—		—		—
Third series class XVI preferred stock ⁽⁴⁾		—		1,500,000,000		—		—		—		—
Fourth series class XVI preferred stock ⁽⁴⁾		—		1,500,000,000		—		—		—		—

Total		914,752		4,214,752,000		914,752,000		701,631,100

F-48

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


2016	Aggregate amount		Number of shares						Liquidation value per share		Convertible or not
Class of stock	Aggregate amount		Authorized		Issued		In treasury		Liquidation value per share		Convertible or not
	(in millions of yen)								(in yen)
Eleventh series class XI preferred stock ⁽¹⁾		914,752		914,752,000		914,752,000		815,828,400		1,000		Yes
First series class XIV preferred stock ⁽²⁾		—		900,000,000		—		—		—		—
Second series class XIV preferred stock ⁽²⁾		—		900,000,000		—		—		—		—
Third series class XIV preferred stock ⁽²⁾		—		900,000,000		—		—		—		—
Fourth series class XIV preferred stock ⁽²⁾		—		900,000,000		—		—		—		—
First series class XV preferred stock ⁽³⁾		—		900,000,000		—		—		—		—
Second series class XV preferred stock ⁽³⁾		—		900,000,000		—		—		—		—
Third series class XV preferred stock ⁽³⁾		—		900,000,000		—		—		—		—
Fourth series class XV preferred stock ⁽³⁾		—		900,000,000		—		—		—		—
First series class XVI preferred stock ⁽⁴⁾		—		1,500,000,000		—		—		—		—
Second series class XVI preferred stock ⁽⁴⁾		—		1,500,000,000		—		—		—		—
Third series class XVI preferred stock ⁽⁴⁾		—		1,500,000,000		—		—		—		—
Fourth series class XVI preferred stock ⁽⁴⁾		—		1,500,000,000		—		—		—		—

Total		914,752		4,214,752,000		914,752,000		815,828,400

F-49

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


2017	Aggregate amount		Number of shares						Liquidation value per share		Convertible or not
Class of stock	Aggregate amount		Authorized		Issued		In treasury		Liquidation value per share		Convertible or not
	(in millions of yen)								(in yen)
Class XI preferred stock		—		914,752,000		—		—		—		—
First series class XIV preferred stock ⁽²⁾		—		900,000,000		—		—		—		—
Second series class XIV preferred stock ⁽²⁾		—		900,000,000		—		—		—		—
Third series class XIV preferred stock ⁽²⁾		—		900,000,000		—		—		—		—
Fourth series class XIV preferred stock ⁽²⁾		—		900,000,000		—		—		—		—
First series class XV preferred stock ⁽³⁾		—		900,000,000		—		—		—		—
Second series class XV preferred stock ⁽³⁾		—		900,000,000		—		—		—		—
Third series class XV preferred stock ⁽³⁾		—		900,000,000		—		—		—		—
Fourth series class XV preferred stock ⁽³⁾		—		900,000,000		—		—		—		—
First series class XVI preferred stock ⁽⁴⁾		—		1,500,000,000		—		—		—		—
Second series class XVI preferred stock ⁽⁴⁾		—		1,500,000,000		—		—		—		—
Third series class XVI preferred stock ⁽⁴⁾		—		1,500,000,000		—		—		—		—
Fourth series class XVI preferred stock ⁽⁴⁾		—		1,500,000,000		—		—		—		—

Total		—		4,214,752,000		—		—

Notes:

(1)	The aggregate amount and number of issued shares include the preferred stock in treasury which has been converted into common stock but not yet cancelled.

(2)	The total number of authorized shares from first to fourth series class XIV preferred stock shall not exceed 900,000,000.

(3)	The total number of authorized shares from first to fourth series class XV preferred stock shall not exceed 900,000,000.

(4)	The total number of authorized shares from first to fourth series class XVI preferred stock shall not exceed 1,500,000,000.

Holders or registered pledgees of preferred stock are entitled to receive annual dividends, and distribution of residual assets of MHFG as set out above at the liquidation value per share, prior to holders of common stock but pari passu among themselves. MHFG may pay up to one-half of the annual dividend payable on each class of preferred stock as an interim dividend. Dividends on preferred stock are not cumulative. Holders of preferred stock are not entitled to vote at a general meeting of shareholders except where the articles of incorporation entitle holders of preferred stock to vote.

F-50

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In June 2013, MHFG newly authorized class XIV preferred stock, class XV preferred stock and class XVI preferred stock to meet the requirements of Basel III. Under Basel III, in order for preferred stock issued by a bank holding company to be included as its regulatory capital under the capital adequacy requirements, the terms and conditions of the preferred stock are required to include a provision that in the event the bank holding company is considered to be non-viable, (1) a write-off of the relevant preferred stock or (2) a conversion of the relevant preferred stock into common stock shall be effected (loss-absorption clause). In respect of class XI preferred stock, which was authorized before the implementation of Basel III in the articles of incorporation of MHFG, it is not possible to include the foregoing loss-absorption clause in the terms and conditions of that preferred stock under the current provisions of the articles of incorporation. Therefore, class XIV preferred stock, class XV preferred stock and class XVI preferred stock were newly authorized so that the foregoing loss-absorption clause can be included in the terms and conditions of class XIV preferred stock, class XV preferred stock and class XVI preferred stock by a resolution of the board of directors relating to the issuance of the relevant preferred stock. Besides the foregoing loss-absorption clause, provisions regarding the preferred stock dividends, distribution of residual assets, acquisition clause and rights to request acquisition in respect of class XIV preferred stock, class XV preferred stock and class XVI preferred stock were newly established. In addition, each of class XIV preferred stock, class XV preferred stock and class XVI preferred stock was established in multiple series as a separate class of shares in order to enable MHFG to issue that preferred stock in multiple series.

The following table shows the changes in the number of shares and the aggregate amount of preferred stock during the fiscal years ended March 31, 2015, 2016 and 2017:


Class of stock	Issued at March 31, 2014		Net change		Issued at March 31, 2015		Net change		Issued at March 31, 2016		Net change			Issued at March 31, 2017
	(number of shares)
Eleventh series class XI preferred stock ^(Note)		914,752,000		—		914,752,000		—		914,752,000		(914,752,000	)		—

Total		914,752,000		—		914,752,000		—		914,752,000		(914,752,000	)		—


Class of stock	Aggregate amount at March 31, 2014		Net change		Aggregate amount at March 31, 2015		Net change		Aggregate amount at March 31, 2016		Net change			Aggregate amount at March 31, 2017
	(in millions of yen)
Eleventh series class XI preferred stock ^(Note)		914,752		—		914,752		—		914,752		(914,752	)		—

Total		914,752		—		914,752		—		914,752		(914,752	)		—

Note:

In July 2016, all shares of the eleventh series class XI preferred stock were converted into common stock and cancelled.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

15. Common stock

The following table shows the changes in the number of issued shares of common stock during the fiscal years ended March 31, 2015, 2016 and 2017:


	2015		2016		2017
	(shares)
Balance at beginning of fiscal year		24,263,885,187		24,621,897,967		25,030,525,657
Issuance of new shares of common stock due to conversion of Eleventh series class XI preferred stock		351,822,780		403,667,690		349,677,288
Issuance of new shares of common stock due to exercise of stock acquisition rights		6,190,000		4,960,000		6,105,000

Balance at end of fiscal year		24,621,897,967		25,030,525,657		25,386,307,945

16. Dividends

The amount available for dividends under the Companies Act is based on the amount recorded in MHFG’s non-consolidated general books of account, maintained in accordance with accounting principles generally accepted in Japan (“Japanese GAAP”) and adjusted by post period-end changes. Therefore, the consolidated shareholders’ equity under U.S. GAAP has no effect on the determination of the amount available for dividends. On March 31, 2017, MHFG’s capital stock, capital surplus and retained earnings were ¥2,256,275 million, ¥1,196,259 million and ¥1,839,725 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 one-tenth of the amount of retained earnings so distributed, until its legal reserve reaches one-quarter of its capital stock. MHFG’s legal reserve at March 31, 2017 was ¥1,200,517 million, of which ¥1,196,167 million was included in capital surplus and ¥4,350 million in retained earnings.

In addition to the provision that requires an appropriation for the legal reserve, the Companies Act and the Banking Act impose certain limitations on the amount available for dividends. Under the Companies Act, MHFG’s maximum amount available for dividends, at March 31, 2017, was ¥1,831,321 million, based on the amount recorded in MHFG’s general books of account under Japanese GAAP. Under the Banking Act and related 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% for capital adequacy purposes under the rules in Basel III. See Note 18 “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 of preferred stock.

The following table shows dividends on preferred stock and common stock during the fiscal years ended March 31, 2015, 2016 and 2017:


2015	Cash dividends
Class of stock	Per share		In aggregate
	(in yen)		(in millions of yen)
Eleventh series class XI preferred stock		20		5,906
Common stock		7		170,231

Total				176,137

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


2016	Cash dividends
Class of stock	Per share		In aggregate
	(in yen)		(in millions of yen)
Eleventh series class XI preferred stock		20		3,572
Common stock		7.75		191,693

Total				195,265


2017	Cash dividends
Class of stock	Per share		In aggregate
	(in yen)		(in millions of yen)
Eleventh series class XI preferred stock ^(Note)		10		989
Common stock		7.50		189,013

Total				190,002

Note:

In July 2016, all shares of the eleventh series class XI preferred stock were converted into common stock and cancelled. Consequently, the amount for the fiscal year does not include interim dividends.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

17. Accumulated other comprehensive income

Changes in each component of AOCI for the fiscal years ended March 31, 2015, 2016 and 2017 are as follows:


	2015			2016			2017
	(in millions of yen)
AOCI, balance at beginning of fiscal year, previously reported		1,117,877			2,041,005			1,469,308
Cumulative effect of change in accounting principles (Notes 2 and 25)		—			—			330
AOCI, balance at beginning of fiscal year, adjusted		1,117,877			2,041,005			1,469,638
Net unrealized gains (losses) on available-for-sale securities:
Balance at beginning of fiscal year, previously reported		1,123,272			1,747,607			1,409,459
Cumulative effect of change in accounting principles (Notes 2 and 25)		—			—			(85	)
Balance at beginning of fiscal year, adjusted		1,123,272			1,747,607			1,409,374
Unrealized holding gains (losses) during year		763,115			(189,479	)		273,844
Less: reclassification adjustments for losses (gains) included in net income		(138,780	)		(148,669	)		(221,916	)

Change during year		624,335			(338,148	)		51,928

Balance at end of fiscal year		1,747,607			1,409,459			1,461,302
Foreign currency translation adjustments:
Balance at beginning of fiscal year, previously reported		(6,434	)		129,179			6,310
Cumulative effect of change in accounting principles (Notes 2 and 25)		—			—			415
Balance at beginning of fiscal year, adjusted		(6,434	)		129,179			6,725
Foreign currency translation adjustments during year		134,104			(122,081	)		(11,920	)
Less: reclassification adjustments for losses (gains) included in net income		1,509			(788	)		(340	)

Change during year		135,613			(122,869	)		(12,260	)

Balance at end of fiscal year		129,179			6,310			(5,535	)
Pension liability adjustments:
Balance at beginning of fiscal year, previously reported		1,039			164,219			53,539
Unrealized gains (losses) during year		163,191			(107,497	)		11,561
Less: reclassification adjustments for losses (gains) included in net income		(11	)		(3,183	)		296

Change during year		163,180			(110,680	)		11,857

Balance at end of fiscal year		164,219			53,539			65,396
Total other comprehensive income (loss), net of tax attributable to MHFG shareholders		923,128			(571,697	)		51,525

AOCI, balance at end of fiscal year		2,041,005			1,469,308			1,521,163

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table shows the amounts reclassified out of AOCI into net income during the fiscal year ended March 31, 2017:


	Before tax⁽¹⁾			Tax effect⁽²⁾			Net of tax before allocation to noncontrolling interests			Net of tax attributable to noncontrolling interests⁽²⁾			Net of tax attributable to MHFG shareholders
	(in millions of yen)
Amounts reclassified out of AOCI into net income:																Affected line items in the consolidated statements of income:
Net unrealized gains (losses) on available-for-sale securities		319,707			(97,729	)		221,978			(62	)		221,916		Investment gains (losses)—net
Foreign currency translation adjustments		340			—			340			—			340		Foreign exchange gains (losses)-net
Pension liability adjustments		(476	)		178			(298	)		2			(296	)	Salaries and employee benefits

Total		319,571			(97,551	)		222,020			(60	)		221,960

Notes:

(1)	The amounts in the Before tax column are recorded in each account presented under the heading “Affected line items in the consolidated statements of income”.

(2)	The amounts in the Tax effect column and Net of tax attributable to noncontrolling interests column are recorded in Income tax expense and Net income (loss) attributable to noncontrolling interests in the consolidated statements of income, respectively.

18. Regulatory matters

Regulatory capital requirements

MHFG, MHBK, and MHTB are subject to regulatory capital requirements administered by the Financial Services Agency in accordance with the provisions of the Banking Act and related regulations. Failure to meet minimum capital requirements may initiate certain mandatory actions by regulators that, if undertaken, could have a direct material effect on the MHFG Group’s consolidated financial condition and results of operations.

The capital adequacy guidelines applicable to Japanese banks and bank holding companies with international operations supervised by the Financial Services Agency closely follow the risk-adjusted approach proposed by the Basel Committee on Banking Supervision (“BCBS”) and are intended to further strengthen the soundness and stability of Japanese banks. In December 2010, BCBS issued the Basel III rules text (later revised in June 2011, January 2013 and October 2014), 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 BCBS, 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, and the introduction of the capital conservation buffer and countercyclical capital buffer as measures to promote the build-up of capital that can be drawn down in periods of stress, and the introduction of

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

two global liquidity standards. The Financial Services Agency’s revisions to its capital adequacy guidelines became effective from March 31, 2013, which generally reflect the rules in the Basel III rules text that have been applied from January 1, 2013. The framework of Basel III is based on the following three pillars: minimum capital requirements; supervisory review; and market discipline. Under the first pillar, the capital ratio is calculated by dividing regulatory capital, or risk-based capital, by risk-weighted assets. Under the second pillar, banks are required to maintain adequate capital to support all of the major risks in their business and are encouraged to develop and use better risk management techniques in monitoring and managing such risks. Under the third pillar, banks are required to enhance disclosure, including disclosure of details of the capital adequacy ratio, the amount of each type of risk and the method of calculation used so that the market may make more effective evaluations.

With regard to risk-based capital, the guidelines based on Basel III set out higher and better-quality capital standards compared to those under Basel II, which had been effective until Basel III was applied. The guidelines based on Basel III require a target minimum standard capital adequacy ratio of 8%, Tier 1 capital ratio of 6% and Common Equity Tier 1 capital ratio of 4.5%, on both a consolidated and non-consolidated basis for banks with international operations, such as MHBK and MHTB, or on a consolidated basis for bank holding companies with international operations, such as MHFG.

Under Basel III, capital instruments that no longer qualify as Additional Tier 1 capital or Tier 2 capital are being phased out beginning March 2013 by increments of 10% until becoming fully effective in March 2022. The MHFG Group’s existing preferred securities (the amounts thereof included within Additional Tier 1 capital as of March 31, 2017 being ¥577.5 billion) and existing subordinated debt issued before March 2013 (the amounts thereof included within Tier 2 capital as of March 31, 2017 being ¥842.1 billion) are subject to the phase-out arrangements.

In November 2011, the Financial Stability Board (“FSB”) published policy measures to address the systemic and moral hazard risks associated with systemically important financial institutions. The policy measures include requirements for global 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 capital requirement (including capital conservation buffer). The requirements began phasing in from January 2016 and will be fully implemented by January 2019. The Group was included in the list of G-SIBs updated in November 2016 and was allocated to the category that would require 1.0% of additional loss absorbency.

In November 2015, the Financial Service Agency published the revised capital adequacy guidelines to introduce the Basel III rules text regarding the capital conservation buffer, the countercyclical capital buffer and the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

additional loss absorption capacity requirement for G-SIBs and domestic systemically important banks (“D-SIBs”). These guidelines became effective on March 31, 2016. The capital conservation buffer, the countercyclical capital buffer and the additional loss absorption capacity requirement for G-SIBs and D-SIBs must be met with Common Equity Tier l capital under the revised guidelines, and if such buffer and requirement are not satisfied, a capital distribution constraints plan is required to be submitted to the Financial Service Agency and carried out. The capital conservation buffer is being phased in starting in March 2016 at 0.625% until becoming fully effective in March 2019 at 2.5%. In addition, subject to national discretion by the respective regulatory authorities, if the relevant national authority judges a period of excess credit growth to be leading to the build-up of system-wide risk, a countercyclical capital buffer ranging from 0% to 2.5% would also be imposed on banking organizations. The countercyclical capital buffer is a weighted average of the buffers deployed across all the jurisdictions to which the banking organization has credit exposures.

In December 2015, the Financial Service Agency published a capital adequacy guideline regarding the designation of G-SIBs and D-SIBs in Japan. The Group was designated as both a global systemically important bank (“G-SIB”) and domestic systemically important bank (“D-SIB”), and the additional loss absorption capacity requirement applicable to the Group was 1.0% on a fully effective basis. The additional loss absorption capacity requirement was the same as that imposed by the FSB, which is being phased in starting in March 2016 at 0.25% until becoming fully effective in March 2019 at 1.0%.

The capital requirements and regulatory adjustments are being phased in over a transitional period as follows (italicized percentages indicate those still in transition periods):


	March 2016			March 2017			March 2018			March 2019			March 2020			March 2021			March 2022
Minimum Common Equity Tier 1 capital		4.5	%		4.5	%		4.5	%		4.5	%		4.5	%		4.5	%		4.5	%
Minimum Tier 1 capital		6.0	%		6.0	%		6.0	%		6.0	%		6.0	%		6.0	%		6.0	%
Minimum total capital		8.0	%		8.0	%		8.0	%		8.0	%		8.0	%		8.0	%		8.0	%
Capital conservation buffer		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		60.0	%		50.0	%		40.0	%		30.0	%		20.0	%		10.0	%		0.0	%
Phase-in of deductions from capital		60.0	%		80.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Additional loss absorbency requirements for G-SIBs and D-SIBs ^(Note)		0.25	%		0.50	%		0.75	%		1.0	%		1.0	%		1.0	%		1.0	%

Note:

Figures assume that the additional loss absorbency requirements applied to the Group as a G-SIB and D-SIB continue to be 1.0% on a fully effective basis.

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Capital adequacy ratios of MHFG, MHBK, and MHTB as of March 31, 2016 and 2017 calculated in accordance with Japanese GAAP and the guidelines established by the Financial Services Agency are set forth in the following table:


	2016				2017
	Amount		Ratio		Amount		Ratio
	(in billions of yen, except percentages)
Consolidated:
MHFG:
Common Equity Tier 1 capital:
Required ^(Note)		3,361		5.375		3,857		6.25
Actual		6,566		10.50		7,002		11.34
Tier 1 capital:
Required ^(Note)		4,299		6.875		4,783		7.75
Actual		7,905		12.64		8,212		13.30
Total risk-based capital:
Required ^(Note)		5,550		8.875		6,017		9.75
Actual		9,639		15.41		10,051		16.28
MHBK:
Common Equity Tier 1 capital:
Required		2,555		4.50		2,541		4.50
Actual		6,142		10.81		6,304		11.16
Tier 1 capital:
Required		3,406		6.00		3,388		6.00
Actual		7,244		12.75		7,536		13.34
Total risk-based capital:
Required		4,542		8.00		4,517		8.00
Actual		8,780		15.46		9,149		16.20
MHTB:
Common Equity Tier 1 capital:
Required		109		4.50		112		4.50
Actual		440		18.21		466		18.73
Tier 1 capital:
Required		145		6.00		149		6.00
Actual		440		18.21		466		18.73
Total risk-based capital:
Required		193		8.00		199		8.00
Actual		472		19.52		485		19.47
Non-consolidated:
MHBK:
Common Equity Tier 1 capital:
Required		2,489		4.50		2,432		4.50
Actual		5,892		10.65		6,057		11.20
Tier 1 capital:
Required		3,318		6.00		3,243		6.00
Actual		7,004		12.66		7,316		13.53
Total risk-based capital:
Required		4,424		8.00		4,324		8.00
Actual		8,576		15.50		8,938		16.53
MHTB:
Common Equity Tier 1 capital:
Required		109		4.50		113		4.50
Actual		448		18.52		475		18.98
Tier 1 capital:
Required		145		6.00		150		6.00
Actual		448		18.52		475		18.98
Total risk-based capital:
Required		194		8.00		200		8.00
Actual		480		19.80		493		19.70

Note:

The required ratios disclosed above, at March 31, 2016 and 2017, include the transitional capital conservation buffer of 0.625% and 1.25%, respectively, and the transitional additional loss absorbency

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

MHFG’s securities subsidiaries in Japan are also subject to the capital adequacy requirement under the Financial Instruments and Exchange Act. Under this requirement, securities firms must maintain a minimum capital adequacy ratio of 120% calculated as a percentage of capital accounts less certain assets, as determined in accordance with Japanese GAAP, against amounts equivalent to market, counterparty, and basic risks. Specific guidelines are issued as a ministerial ordinance that details the definition of essential components of the capital ratios, including capital, disallowed assets and risks, and related measures. Failure to maintain a minimum capital ratio will trigger mandatory regulatory actions. A capital ratio of less than 140% will call for regulatory reporting and a capital ratio of less than 100% may lead to a temporary suspension of all or part of the business operations and further, to the cancellation of the license to act as a securities broker and dealer.

Management believes, as of March 31, 2017, that MHFG, MHBK, MHTB, and their securities subsidiaries in Japan were in compliance with all capital adequacy requirements to which they were subject.

19. Earnings per common share

Basic earnings per common share are computed by dividing net income attributable to MHFG common shareholders by the weighted average number of common 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, 2015, 2016 and 2017:


	2015		2016		2017
	(in millions of yen)
Net income:
Net income attributable to MHFG shareholders		803,048		850,492		362,440
Less: Net income attributable to preferred shareholders		4,910		2,430		—

Net income attributable to common shareholders		798,138		848,062		362,440

Effect of dilutive securities:
Convertible preferred stock		4,910		2,430		—

Net income attributable to common shareholders after assumed conversions		803,048		850,492		362,440


	2015		2016		2017
	(thousands of shares)
Shares:
Weighted average common shares outstanding		24,368,116		24,806,161		25,285,899

Effect of dilutive securities:
Convertible preferred stock ^(Note)		994,745		563,044		82,993
Stock options		18,186		17,828		11,410

Weighted average common shares after assumed conversions		25,381,047		25,387,033		25,380,302

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


	2015		2016		2017
	(in yen)
Amounts per common share:
Basic net income per common share		32.75		34.19		14.33

Diluted net income per common share		31.64		33.50		14.28

Note:

The number of common shares after assumed conversion of the convertible preferred stock is based on the applicable conversion prices.

20. Income taxes

Income tax expense

The following table presents the components of Income tax expense for the fiscal years ended March 31, 2015, 2016 and 2017:


	2015			2016			2017
	(in millions of yen)
Current:
Domestic		184,180			162,408			130,164
Foreign		71,250			61,009			68,512

Total current tax expense		255,430			223,417			198,676

Deferred:
Domestic		187,134			127,185			(99,831	)
Foreign		(5,144	)		(4,060	)		(7,601	)

Total deferred tax expense		181,990			123,125			(107,432	)

Total income tax expense		437,420			346,542			91,244

The preceding table does not reflect the tax effects of items recorded directly in Equity for the fiscal years ended March 31, 2015, 2016 and 2017. The detailed amounts recorded directly in Equity are as follows:


	2015			2016			2017
	(in millions of yen)
Net unrealized gains (losses) on available-for-sale securities:
Unrealized gains (losses)		403,690			(97,339	)		112,467
Less: reclassification adjustments		(65,699	)		(65,207	)		(97,729	)

Total		337,991			(162,546	)		14,738

Foreign currency translation adjustments:
Unrealized gains (losses)		—			126			—
Less: reclassification adjustments		—			—			—

Total		—			126			—

Pension liability adjustments:
Unrealized gains (losses)		87,654			(51,661	)		4,785
Less: reclassification adjustments		(16	)		(1,317	)		178

Total		87,638			(52,978	)		4,963

Total tax effect before allocation to noncontrolling interests		425,629			(215,398	)		19,701

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Reconciliation of Income tax expense

The following table shows a reconciliation of Income tax expense at the effective statutory tax rate to the actual income tax expense for the fiscal years ended March 31, 2015, 2016 and 2017:


	2015			2016			2017
	(in millions of yen, except tax rates)
Income before income tax expense		1,267,653			1,196,605			480,375
Effective statutory tax rate		35.64	%		33.06	%		30.86	%

Income tax calculated at the statutory tax rate		451,792			395,598			148,244
Income not subject to tax		(20,911	)		(12,888	)		(7,521	)
Expenses not deductible for tax purposes		1,532			1,521			1,483
Tax rate differentials of subsidiaries		(3,517	)		(2,208	)		(2,165	)
Change in valuation allowance		(4,444	)		(1,897	)		112,781	⁽³⁾
Change in undistributed earnings of subsidiaries		16,084			(16,112	)		5,217
Change in net operating loss carryforwards resulting from intercompany capital transactions		(1,290	)		(1,446	)		647
Effect of enacted change in tax rates		(21,714	) ⁽¹⁾		(7,976	) ⁽²⁾		—
Reversal of outside basis differences		—			—			(159,119	) ⁽³⁾
Other		19,888			(8,050	)		(8,323	)

Income tax expense		437,420			346,542			91,244

Notes:

(1)

On March 31, 2015, the National Diet of Japan approved a bill affecting the statutory tax rates of MHFG and its domestic subsidiaries. As a result, the statutory tax rate in respect of MHFG’s tax returns for the fiscal year ended March 31, 2016 was reduced to 33.06% from the previous rate of 35.64%. In addition, the tax rate for the fiscal years ended March 31, 2017 and thereafter was reduced to 32.26%. The decrease in the MHFG Group’s balance of net deferred tax liabilities, reflecting such tax rate reductions, was recognized as a reduction to Income tax expense in the fiscal year ended March 31, 2015.

(2)

On March 29, 2016, the National Diet of Japan approved a bill affecting the statutory tax rates of MHFG and its domestic subsidiaries. As a result, the statutory tax rate in respect of MHFG’s tax returns for the fiscal year ended March 31, 2017 was reduced to 30.86% from the previous rate of 32.26%, and the statutory tax rate for the fiscal year ending March 31, 2018 will be the same rate. In addition, the tax rate for the fiscal years ending March 31, 2019 and thereafter will be 30.62%. The decrease in the Group’s balance of net deferred tax liabilities, reflecting such tax rate reductions, was recognized as a reduction to Income tax expense in the fiscal year ended March 31, 2016.

(3)	These amounts for the fiscal year ended March 31, 2017 represent mainly the reversal of an outside basis difference related to certain foreign subsidiaries due to their organizational restructuring and the related increase in the valuation allowance.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Deferred tax assets and liabilities

The components of net deferred tax assets (liabilities) at March 31, 2016 and 2017 are as follows:


	2016			2017
	(in millions of yen)
Deferred tax assets:
Investments		522,197			497,629
Allowance for loan losses		178,683			184,366
Trading securities		—			30,841
Derivative financial instruments		—			14,537
Premises and equipment		—			3,594
Net operating loss carryforwards⁽¹⁾⁽²⁾		341,572			452,166
Other		170,414			190,083

		1,212,866			1,373,216
Valuation allowance⁽²⁾		(339,922	)		(438,344	)

Deferred tax assets, net of valuation allowance		872,944			934,872

Deferred tax liabilities:
Available-for-sale securities		710,497			724,160
Prepaid pension cost and accrued pension liabilities		174,959			195,620
Undistributed earnings of subsidiaries		11,944			17,161
Derivative financial instruments		56,877			—
Trading securities		23,154			—
Premises and equipment		1,033			—
Other		38,990			74,886

Deferred tax liabilities		1,017,454			1,011,827

Net deferred tax assets (liabilities)		(144,510	)		(76,955	)

Notes:

(1)

The amount includes ¥268,544 million and ¥271,266 million related to MHFG’s net operating loss carryforwards resulting mainly from intercompany capital transactions as of March 31, 2016 and 2017, respectively. The tax effect of the net operating loss carryforwards is offset by a full valuation allowance because MHFG experienced a significant expiration of net operating loss carryforwards of ¥1,262 billion in March 2013, which is negative evidence outweighing any positive evidence. Furthermore, MHFG is a holding company whose primary sources of future taxable income are management fees from subsidiaries that are not sufficient to realize deferred tax assets related to the net operating loss carryforwards.

(2)

The amount includes ¥115,698 million related to MHSC’s net operating loss carryforwards resulting mainly from the organizational restructuring of certain foreign subsidiaries as of March 31, 2017. The tax effect of the net operating loss carryforwards is substantially offset by ¥90,204 million of valuation allowance as a result of considering all available evidence regarding sources of future taxable income including historical trends in taxable income in the preceding periods and forecasted taxable income.

Deferred tax assets and deferred tax liabilities within the same tax jurisdiction have been netted for presentation purposes in the consolidated balance sheets.

F-62

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table and accompanying footnotes provide a breakdown of deferred tax assets and the valuation allowance recognized in respect of net operating loss carryforwards by tax jurisdiction and by year of expiration as of March 31, 2016 and 2017:


	Deferred tax assets		Valuation allowance			Deferred tax assets, net of valuation allowance
	(in billions of yen)
2016
Japan ⁽¹⁾		270		(270	)		—
The United States		16		(8	)		8
The United Kingdom ⁽²⁾		53		(53	)		—
Others		3		(3	)		—

Total		342		(334	)		8

2017
Japan ⁽³⁾		388		(362	)		26
The United States		15		(3	)		12
The United Kingdom ⁽²⁾		46		(46	)		—
Others		3		(3	)		—

Total		452		(414	)		38

Notes:

(1)	¥265 billion of the Japan deferred tax assets of ¥270 billion is related to MHFG, which is offset by a full valuation allowance, and will expire during the fiscal year ending March 31, 2018.

(2)	The United Kingdom net operating loss carryforwards may be carried forward indefinitely for the tax purposes.

(3)

¥265 billion of the Japan deferred tax assets of ¥388 billion is related to MHFG, which is offset by a full valuation allowance, and will expire during the fiscal year ending March 31, 2018. In addition, ¥116 billion of the Japan deferred tax assets is related to MHSC, which is substantially offset by a valuation allowance, and will expire during the fiscal year ending March 31, 2026.

Determination of valuation allowance

In accordance with ASC 740, when the MHFG Group determines whether and to what extent a valuation allowance is needed, the Group considers all available evidence, both positive and negative, to estimate future taxable income. In this regard, the Group considers reversals of existing taxable temporary differences, projected future taxable income (exclusive of reversals of existing temporary differences) and qualifying tax-planning strategies to be possible sources of future taxable income. The Group considers the specific pattern and timing of future reversals of existing taxable and deductible temporary differences on available-for-sale securities to constitute a prudent and feasible tax-planning strategy and strong positive evidence. The Group has the ability to control when its available-for-sale securities with unrealized gains and losses are sold in order to accelerate or decelerate taxable or deductible amounts. The Group also has a long history of effecting such sales as necessary in order to utilize net operating loss carryforwards or otherwise realize deferred tax assets.

Positive evidence includes the Group’s results of operations for the current and preceding years on an overall consolidated basis and for most of the principal subsidiaries. In particular, the strong results of operations in recent years of MHFG’s principal banking subsidiaries in Japan represent positive evidence that can be objectively verified.

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Negative evidence includes the existence of significant amounts of net operating loss carryforwards or cumulative losses recorded at certain entities, and the expiration of unused net operating loss carryforwards in recent years.

A valuation allowance is recorded against deferred tax assets as of the balance sheet date to the extent the Group estimates it is more likely than not that sufficient future taxable income is not available to realize such deferred tax assets. As the Group does not apply a consolidated taxation system, with a few exceptions of non-principal subsidiaries outside Japan, deferred tax assets and liabilities are calculated separately for each legal entity. Therefore, changes in the valuation allowance are primarily due to changes in deductible temporary differences, net operating loss carryforwards and the estimated availability of future taxable income sources of each entity.

In general, a valuation allowance is recognized against deferred tax assets related to entities that have accumulated significant net operating loss carryforwards. As of March 31, 2017, the Group’s valuation allowance was primarily related to entities in Japan, the United States and the United Kingdom. The valuation allowance was partially recognized in Japan and in the United States, while the valuation allowance was fully recognized in the United Kingdom.

The Group determined whether cumulative losses were recognized by aggregating pretax results for the recent three years as part of the analysis of potential indicators of negative evidence. In each tax jurisdiction, certain entities recognized a cumulative loss on the basis of the most recent three years’ pretax results as of March 31, 2017. As it pertains to each entity with a cumulative loss, a valuation allowance was fully recognized against the deferred tax assets if the Group determined there was no positive evidence that overcame the negative evidence. As of March 31, 2017, MHFG’s securities subsidiary in the United Kingdom recorded cumulative losses on the basis of the recent three years’ pretax results and recognized a full valuation allowance, as there was no positive evidence to overcome the negative evidence. MHFG and its principal banking subsidiaries in Japan did not record cumulative losses in the periods presented.

Change in valuation allowance

The following table presents a roll-forward of the valuation allowance for the fiscal years ended March 31, 2015, 2016 and 2017:


	2015			2016			2017
	(in millions of yen)
Balance at beginning of fiscal year		443,847			388,551			339,922
Changes that directly affected Income tax expense		(4,444	)		(1,897	)		112,781
Changes that did not affect Income tax expense:
Expiration of net operating loss carryforwards		—			—			—
Others		(50,852	)		(46,732	)		(14,359	)

Total		(50,852	)		(46,732	)		(14,359	)

Balance at end of fiscal year		388,551			339,922			438,344

The decrease in the fiscal year ended March 31, 2015 of ¥4,444 million in the valuation allowance that directly affected Income tax expense was a result of an assessment of the realizability of deferred tax assets that mainly reflected decreases in deductible temporary differences. The decrease in the fiscal year ended March 31, 2015 of ¥50,852 million in others was primarily related to a decrease in the valuation allowance that is fully recognized against MHFG’s net operating loss carryforwards due to tax rate reductions.

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The decrease in the fiscal year ended March 31, 2016 of ¥1,897 million in the valuation allowance that directly affected Income tax expense was primarily related to an increase of the realizability of deferred tax assets of MHFG’s subsidiaries. The decrease in the fiscal year ended March 31, 2016 of ¥46,732 million in others was primarily related to a decrease in the valuation allowance that is fully recognized against the MHFG Group’s net operating loss carryforwards due to tax rate reductions and the anticipated liquidation of one of MHFG’s subsidiaries.

The increase in the fiscal year ended March 31, 2017 of ¥112,781 million in the valuation allowance that directly affected Income tax expense was a result of an assessment of realizability of deferred tax assets related to the net operating loss carryforwards, primarily related to the reversal of an outside basis difference related to certain foreign subsidiaries due to their organizational restructuring. The decrease in the fiscal year ended March 31, 2017 of ¥14,359 million in others was primarily related to a decrease in the valuation allowance that is fully recognized against the MHFG Group’s net operating loss carryforwards due to tax rate reductions and foreign currency rate reductions of MHFG’s foreign subsidiaries.

Net operating loss carryforwards

At March 31, 2017, the MHFG Group had net operating loss carryforwards totaling ¥1,590 billion. These carryforwards are scheduled to expire as follows:


	Net operating loss carryforwards
	(in billions of yen)
Fiscal year ending March 31:
2018		865
2019		4
2020		—
2021		—
2022		1
2023 and thereafter^(Note)		720

Total		1,590

Note:

Including the net operating loss carryforwards which may be carried forward indefinitely in the United Kingdom.

Included in net operating loss carryforwards in the above table are MHFG’s net operating loss carryforwards of ¥879 billion resulting mainly from intercompany capital transactions, ¥865 billion of which are net operating loss carryforwards generated in relation to a previous intragroup reorganization. The tax loss was recorded at MHFG in accordance with Japanese tax law. The net operating loss carryforwards due to this transaction are to expire in March 31, 2018.

In addition, included in the net operating loss carryforwards in the above table are MHSC’s net operating loss carryforwards of ¥378 billion resulting mainly from the reversal of an outside basis difference related to certain foreign subsidiaries due to their organizational restructuring. The tax loss was recorded at MHSC in accordance with Japanese tax law. The net operating loss carryforwards due to this restructuring are to expire in March 31, 2026.

F-65

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Uncertainty in income tax

The following table is a roll-forward of unrecognized tax benefits for the fiscal years ended March 31, 2015, 2016 and 2017:


	2015			2016			2017
	(in millions of yen)
Total unrecognized tax benefits at beginning of fiscal year		1,691			1,632			1,300

Gross amount of increases (decreases) related to positions taken during prior years		(37	)		(415	)		167
Gross amount of increases related to positions taken during the current year		346			181			409
Amount of decreases related to settlements		(652	)		—			—
Foreign exchange translation		284			(98	)		(9	)

Total unrecognized tax benefits at end of fiscal year		1,632			1,300			1,867

The total amount of unrecognized tax benefits including ¥517 million, ¥506 million and ¥675 million of interest and penalties was ¥1,632 million, ¥1,300 million and ¥1,867 million at March 31, 2015, 2016 and 2017, respectively, which would, if recognized, affect the Group’s effective tax rate. The Group classifies interest and penalties accrued relating to unrecognized tax benefits as Income tax expense.

The MHFG Group is currently subject to ongoing tax audits in some jurisdictions. The oldest years open to tax audits in Japan, the United States and the United Kingdom are 2008, 2002 and 2015, respectively. The Group does not anticipate that increases or decreases of unrecognized tax benefits within the next twelve months would have a material effect on its consolidated results of operations or financial condition.

21. 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 cash payments upon leaving the company. The amount of benefits under each plan is principally determined based on the position, the length of service and the reason for retirement. When employees meet certain conditions including the length of service, they may opt to receive annuity payments instead of lump-sum payments at retirement. MHFG and certain subsidiaries also offer special termination benefits to former employees whose contributions during their careers were deemed meritorious and to those with particular circumstances.

Certain foreign offices and subsidiaries have defined contribution plans and/or defined benefit plans, of which disclosures are combined with those for domestic benefit plans, as they are not significant.

MHFG and certain subsidiaries have several defined contribution plans. The costs recognized in respect of contributions to the plans for the fiscal years ended March 31, 2015, 2016 and 2017 were ¥2,444 million, ¥2,820 million and ¥3,141 million, respectively.

Pension plans are not fully integrated among subsidiaries of MHFG and plan assets are managed separately by each plan.

F-66

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Net periodic benefit cost and funded status

The following table presents the components of net periodic cost of the severance indemnities and pension plans for the fiscal years ended March 31, 2015, 2016 and 2017:


	2015			2016			2017
	(in millions of yen)
Service cost-benefits earned during the fiscal year		33,578			38,032			44,367
Interest costs on projected benefit obligations		13,060			10,479			5,724
Expected return on plan assets		(38,087	)		(40,603	)		(35,969	)
Amortization of prior service benefits		(195	)		(195	)		(195	)
Amortization of net actuarial loss (gain)		150			(4,108	)		780
Special termination benefits		5,504			4,456			3,857

Net periodic benefit cost		14,010			8,061			18,564

Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) before-tax for the fiscal years ended March 31, 2016 and 2017 are summarized as follows:


	2016			2017
	(in millions of yen)
Net actuarial gain (loss)		(160,132	)		15,645
Amortization of net actuarial loss (gain)		(4,108	)		780
Amortization of prior service benefits		(195	)		(195	)

Total recognized in other comprehensive income (loss) before-tax		(164,435	)		16,230

As of March 31, 2017, the amounts in Accumulated other comprehensive income (loss), which will be amortized as prior service costs and actuarial loss over the next fiscal year, are estimated to be ¥180 million and ¥417 million, respectively.

Weighted-average assumptions used to determine benefit obligations and net periodic benefit cost are as follows:


	2015			2016			2017
Weighted-average assumptions used to determine benefit obligations at fiscal year end:
Discount rates		0.76	%		0.37	%		0.47	%
Rates of increase in future compensation levels		2.00-4.80	%		1.80-4.80	%		1.80-4.80	%
Weighted-average assumptions used to determine net periodic benefit cost during the year:
Discount rates		0.96	%		0.76	%		0.37	%
Rates of increase in future compensation levels		2.00-4.80	%		2.00-4.80	%		1.80-4.80	%
Expected rates of return on plan assets		2.17	%		1.95	%		1.73	%

In estimating the discount rates, the MHFG Group uses interest rates on high-quality fixed-income government and corporate bonds. The durations of such bonds closely match those of the benefit obligations. Assumed discount rates are reevaluated at each measurement date. The expected rate of return for each asset category is based primarily on various aspects of the long-term prospects for the economy that include historical performance and the market environment.

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES 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, 2016 and 2017 for the plans of MHFG and its subsidiaries:


	2016			2017
	(in millions of yen)
Change in benefit obligations:
Benefit obligations at beginning of fiscal year		1,392,459			1,495,208
Service cost		38,032			44,367
Interest cost		10,479			5,724
Plan participants’ contributions		1,192			1,215
Actuarial loss (gain)		125,122			67,335
Foreign exchange translation		(4,054	)		(2,159	)
Benefits paid		(51,392	)		(51,899	)
Lump-sum payments		(16,630	)		(13,898	)

Benefit obligations at end of fiscal year		1,495,208			1,545,893

Change in plan assets:
Fair value of plan assets at beginning of fiscal year		2,081,600			2,082,996
Actual return (negative return) on plan assets		5,058			118,714
Foreign exchange translation		(3,312	)		(3,273	)
Employer contributions		49,850			53,059
Plan participants’ contributions		1,192			1,215
Benefits paid		(51,392	)		(51,899	)

Fair value of plan assets at end of fiscal year		2,082,996			2,200,812

Funded status		587,788			654,919

Amounts recognized in the consolidated balance sheets consist of:
Prepaid pension cost		612,102			682,592
Accrued pension liability		(24,314	)		(27,673	)

Net amount recognized		587,788			654,919

Amounts recognized in Accumulated other comprehensive income (loss) before-tax consist of:
Prior service benefits (cost)		(1,025	)		(1,220	)
Net actuarial gain (loss)		57,619			74,044

Net amount recognized		56,594			72,824

Note:

The aggregated accumulated benefit obligations of these plans were ¥1,493,393 million and ¥1,544,039 million, as of March 31, 2016 and 2017, respectively. The defined benefit plans generally employ a multi-variable and non-linear formula based upon rank and years of service. Employees with service in excess of one year are qualified to receive lump-sum severance indemnities.

In the fiscal year ended March 31, 2017, the Group incorporated employee-level anticipated future mortality improvement actuarial indicators in its pension benefit calculation, which resulted in an increase of the benefit obligations of ¥79,861 million.

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES 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, 2016 and 2017:


	2016		2017
	(in millions of yen)
Plans with projected benefit obligations in excess of plan assets:
Projected benefit obligations		50,554		57,980
Fair value of plan assets		26,240		30,306
Plans with accumulated benefit obligations in excess of plan assets:
Accumulated benefit obligations		48,738		56,125
Fair value of plan assets		26,240		30,306

Note:

The plans with projected benefit obligations in excess of plan assets include those with accumulated benefit obligations in excess of plan assets.

Investment policies and asset allocation

In managing plan assets, the MHFG Group determines the appropriate levels of risk that the Group can assume under the given circumstances to maximize the investment returns from a long-term perspective while ensuring that 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 the design of the plans and future plan contributions, the age distribution of the plan participants and beneficiaries, the financial conditions of the employers, and the employers’ ability to absorb future variability in plan premiums. The long-term asset allocation to each asset category such as Japanese equity securities, Japanese debt securities, foreign equity securities and foreign debt securities is determined based upon the optimal portfolio, which is estimated to yield the maximum return within the range of an acceptable level of risk. Additionally, the asset allocation is reviewed whenever there are large fluctuations in pension plan liabilities caused by modifications of pension plans, or there are changes in the market environment. When selecting an investment in each asset category, the MHFG Group takes into consideration credit standing of an investee, concentration of credit risk to a certain investee, liquidity of a financial instrument, etc. The investments in each asset category are further 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 the trusts as plan assets. These assets are separated from the 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 SUBSIDIARIES

NOTES 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, 2017 is as follows:


Asset category	Asset ratio
Japanese equity securities		5.00	%
Japanese debt securities		44.00	%
Foreign equity securities		25.00	%
Foreign debt securities		10.00	%
General account of life insurance companies		14.00	%
Other		2.00	%

Total		100.00	%

Note:

General account of life insurance companies is a contract with life insurance companies which guarantees payments of principal and predetermined interest rates.

Fair value of plan assets

The following table presents the fair value of plan assets of MHFG and its subsidiaries at March 31, 2016 and 2017, 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 28 “Fair value”.


	2016										2017
	Level 1			Level 2			Level 3		Total		Level 1		Level 2		Level 3		Total
	(in billions of yen)
Japanese equity securities:
Common stocks ⁽¹⁾		1,114			1			—		1,115		1,162		—		—		1,162
Pooled funds ⁽²⁾		10			1			—		11		10		—		—		10
Japanese debt securities:
Government bonds		262			—			—		262		254		—		—		254
Pooled funds ⁽²⁾		—			1			—		1		—		2		—		2
Other		—			32			—		32		—		25		—		25
Foreign equity securities:
Common stocks		98			—			—		98		111		—		—		111
Pooled funds ⁽²⁾		—			2			—		2		—		2		—		2
Foreign debt securities:
Government bonds		72			2			—		74		68		3		—		71
Pooled funds ⁽²⁾		—			8			—		8		—		7		—		7
Other		—			16			—		16		—		16		—		16
General account of life insurance companies ⁽³⁾		—			121			—		121		—		124		—		124
Hedge funds		—			—			—		—		—		—		—		—
Other		44	⁽⁴⁾		(4	)⁽⁵⁾		—		40		78		1		—		79
Plan assets measured at net asset value ⁽⁶⁾										303								338

Total assets at fair value		1,600			180			—		2,083		1,683		180		—		2,201

Notes:

(1)	This class represents equity securities held in the employee retirement benefit trusts of ¥1,115 billion and ¥1,162 billion at March 31, 2016 and 2017, respectively, which are well-diversified across industries.

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(2)	These classes primarily include pension investment fund trusts. Investments in these classes are generally measured at fair value and can be redeemed within a short-term period upon request.

(3)	Investments in this class are measured at conversion value.

(4)	Amounts primarily include cash and short-term assets carried at fair value.

(5)	Amounts primarily include foreign exchange contracts carried at fair value.

(6)	In accordance with ASC 820, certain plan assets that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy.

Amounts of actual returns on and purchases and sales of Level 3 assets during the fiscal years ended March 31, 2016 and 2017 were not significant.

Contributions

The total contribution of approximately ¥51 billion is expected to be paid to the pension plans during the fiscal year ending March 31, 2018, 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:
2018		66,140
2019		67,758
2020		69,578
2021		70,808
2022		71,549
2023-2027		354,180

22. Stock-based compensation

Stock options

MHFG, MHBK, MHTB and MHSC have stock options, in the form of stock acquisition rights, for directors (excluding the outside directors) and executive officers of the respective companies (hereinafter referred to collectively as the “Directors”).

In this plan (“MHFG Stock Plan”), 1,000 shares of MHFG common stock shall be issued or transferred upon exercise of each of the stock 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, MHTB or MHSC.

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following is a roll-forward of MHFG Stock Plan for the fiscal year ended March 31, 2017:


	Number of shares		Weighted-average exercise price		Weighted-average remaining contractual term		Aggregate intrinsic value
			(in yen)		(in years)		(in millions of yen)
Outstanding at beginning of fiscal year		17,190,000		1
Exercised during fiscal year		6,371,000		1

Outstanding at end of fiscal year		10,819,000		1		16.49		2,196

Exercisable at end of fiscal year		—		—		—		—

There were no non-vested stock options remaining as of March 31, 2017.

The following table presents the assumptions used in the Black-Scholes option pricing model to estimate the fair value of the stock acquisition rights granted during the fiscal year ended March 31, 2015. 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 expected volatility is based on the historical trading data of MHFG common stock. The expected remaining term is based on the average service period of Directors of MHFG, MHBK, MHTB and MHSC, which represents the period of time that stock acquisition rights granted are expected to be outstanding. The expected dividend yield is based on the dividend rate of MHFG common stock at the date of grant.


	2015
Risk-free interest rate		0.01	%
Expected volatility		25.91	%
Expected remaining term (in years)		2.46
Expected dividend yield		3.42	%

The weighted-average grant-date fair value of stock acquisition rights granted during the fiscal year ended March 31, 2015 was ¥186,990.

The compensation cost related to this plan recognized in income was ¥1,795 million during the fiscal year ended March 31, 2015.

In May, 2015, MHFG announced discontinuance of the current stock option program along with the introduction of performance payments and performance-based stock compensation for Directors. Thereafter, MHFG has not issued and will not issue any new stock options.

Performance-based stock compensation

MHFG, MHBK, MHTB and MHSC introduced a new performance-based stock compensation program for Directors on May, 2015 using a trust. The program utilizes the Board Benefit Trust framework. The performance-based stock compensation is paid in the form of shares of common stock of MHFG acquired from the stock market through a trust with the aim of aligning the officers’ interests with those of the shareholders and increasing the incentive to enhance corporate value. The payment thereof is a reflection of each officer’s performance. The entire amount of the payment in respect of the performance-based stock compensation is deferred over three years and the deferred portion is subject to reduction or forfeiture depending on certain factors, including the performance of the MHFG group or the relevant Directors.

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table presents activities related to the performance-based stock compensation for the fiscal year ended March 31, 2017:


	Number of shares		Weighted-average grant-date fair value
			(per share in yen)
Outstanding as of March 31, 2016		—		—
Granted during fiscal year		9,000,000		158.68
Vested during fiscal year		—		—
Forfeited during fiscal year		—		—
Outstanding as of March 31, 2017		9,000,000		158.68

The shares of MHFG common stock were acquired from the stock market by the trustee by using the money entrusted to the Compensation Committee. The total amount of the common stock was ¥1,428 million.

The compensation cost with regard to the performance-based stock compensation is determined based upon the fair value of shares of MHFG common stock as of grant date and is recognized over three year deferral period on a straight-line basis. The compensation cost recognized in this performance-based stock compensation program for the fiscal year ended March 31, 2017 was ¥354 million.

As of the fiscal year ended March 31, 2017, the total compensation cost related to non-vested awards not yet recognized is ¥1,074 million, and this cost will be recognized over 2.3 years.

23. Derivative financial instruments

The MHFG Group enters into 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, and for 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 or indices, interest rates and foreign exchange rates that may result in an adverse change in the market value of the financial instrument or an increase in its funding costs. Exposure to market risk is managed by imposing position limits and monitoring procedures and by initiating hedging transactions. In addition to market risk, the MHFG Group is exposed to credit risk associated with counterparty default or nonperformance in respect of transactions. Credit risk arises when a counterparty fails to perform according to the terms and conditions of the contract and the value of the underlying collateral held, if applicable, is not sufficient to recover resulting losses. The exposure to credit risk is measured by the fair value of all derivatives in a gain position and its potential increase at the balance 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 based on an individual credit analysis of each obligor and evaluating the credit features of each instrument. In addition, credit approvals, limits and monitoring procedures are also imposed.

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Notional and fair value amounts of derivative instruments

The following table summarizes the notional and fair value amounts of derivative instruments outstanding as of March 31, 2016 and 2017. The fair values of derivatives are presented on a gross basis and not offset against the amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral under master netting agreements in the consolidated balance sheets, or the table below.


			Fair value
			Derivative receivables⁽²⁾				Derivative payables⁽²⁾
2016	Notional amount⁽¹⁾		Designated as hedges		Not designated as hedges		Designated as hedges		Not designated as hedges
	(in billions of yen)
Interest rate contracts		1,066,252		—		11,522		—		11,269
Foreign exchange contracts		141,517		4		3,126		1		2,979
Equity-related contracts		3,115		18		152		—		140
Credit-related contracts		4,826		—		43		—		37
Other contracts		327		—		59		—		55

Total		1,216,037		22		14,902		1		14,480


			Fair value
			Derivative receivables⁽²⁾				Derivative payables⁽²⁾
2017	Notional amount⁽¹⁾		Designated as hedges		Not designated as hedges		Designated as hedges		Not designated as hedges
	(in billions of yen)
Interest rate contracts		961,518		—		8,506		—		8,473
Foreign exchange contracts		167,698		2		2,743		—		2,611
Equity-related contracts		4,177		—		134		5		224
Credit-related contracts		3,696		—		35		—		36
Other contracts		360		—		23		—		22

Total		1,137,449		2		11,441		5		11,366

Notes:

(1)	Notional amount includes the sum of gross long and gross short third-party contracts.

(2)	Derivative receivables and payables are recorded in Trading account assets and Trading account liabilities, respectively.

The MHFG Group provided and/or accepted cash collateral for derivative transactions under master netting agreements. The cash collateral, not offset against derivative positions, was included in Other assets and Other liabilities, respectively, of which the amounts were ¥885 billion and ¥716 billion at March 31, 2016, and ¥973 billion and ¥672 billion at March 31, 2017, 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 documentation of 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Fair value hedges

The MHFG Group primarily uses forward contracts to modify exposure to changes in the fair value of available-for-sale securities. For qualifying fair value hedges, all changes in the fair value of the derivative and the 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 of hedge effectiveness is recorded in Trading account gains (losses)—net. No ineffectiveness exists because the MHFG Group chooses to exclude changes in the differences between the spot and the forward prices from the effectiveness test. If the hedge relationship is terminated, the fair value adjustment to the hedged item continues to be reported as part of the basis of the item. The fair value adjustment is recognized in earnings upon the sale of the hedged item.

The following table summarizes gains and losses information related to fair value hedges for the fiscal years ended March 31, 2015, 2016 and 2017:


	Gains (losses) recorded in income
2015	Derivatives			Hedged items			Hedge ineffectiveness		Net gain (loss) excluded from assessment of effectiveness
	(in millions of yen)
Equity-related contracts		(29,666	)		28,005			—		(1,661	)

Total		(29,666	)		28,005			—		(1,661	)


	Gains (losses) recorded in income
2016	Derivatives			Hedged items			Hedge ineffectiveness		Net gain (loss) excluded from assessment of effectiveness
	(in millions of yen)
Equity-related contracts		14,623			(18,224	)		—		(3,601	)

Total		14,623			(18,224	)		—		(3,601	)


	Gains (losses) recorded in income
2017	Derivatives			Hedged items			Hedge ineffectiveness		Net gain (loss) excluded from assessment of effectiveness
	(in millions of yen)
Equity-related contracts		(14,747	)		11,393			—		(3,354	)

Total		(14,747	)		11,393			—		(3,354	)

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 the respective items in the consolidated balance sheets as well as relevant accompanying notes. For net investment hedges, the change in the fair value of a hedging derivative instrument or nonderivative hedging financial instrument is recorded in Foreign currency translation adjustments within Accumulated other comprehensive

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

income, 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, 2015, 2016 and 2017:


	Gains (losses) recorded in income and other comprehensive income (“OCI”)
	2015						2016				2017
	Effective portion recorded in OCI			Ineffective portion recorded in income			Effective portion recorded in OCI		Ineffective portion recorded in income		Effective portion recorded in OCI		Ineffective portion recorded in income
	(in millions of yen)
Financial instruments hedging foreign exchange risk		(53,252	)		(2,678	)		46,697		696		16,767		47

Total		(53,252	)		(2,678	)		46,697		696		16,767		47

Note:

No amount related to the effective portion of net investment hedges was reclassified from Accumulated other comprehensive income to earnings for the fiscal year ended March 31, 2015. Related to the effective portion of net investment hedges, gains of ¥345 million and ¥41 million were reclassified from Accumulated other comprehensive income to earnings for the fiscal years ended March 31, 2016 and 2017, 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 with a view to implementing risk management hedging strategies: (1) interest-rate swap transactions for the purpose of hedging the interest-rate risks in deposits, loans etc., (2) currency swap transactions for the purpose of hedging the foreign exchange risk of these assets, and (3) credit derivatives for the purpose of hedging the credit risk in loans, residential mortgage-backed securities (“RMBS”), commercial mortgage-backed securities (“CMBS”), CLO and other similar assets. Such derivatives are accounted for as trading positions. The changes in fair value of these instruments are primarily recorded in Trading account gains (losses)—net, even though 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 value of certain credit derivatives where the Group purchases protection to mitigate its credit risk exposure, related to its corporate loan portfolio, is recorded in Other noninterest income (expenses).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table summarizes gains and losses on derivatives not designated or qualifying as hedges during the fiscal years ended March 31, 2015, 2016 and 2017:


	Gains (losses) recorded in income
	2015			2016			2017
	(in millions of yen)
Interest rate contracts		265,324			319,225			(209,361	)
Foreign exchange contracts		(93,601	)		65,101			37,129
Equity-related contracts ⁽¹⁾		(100,326	)		21,571			5,131
Credit-related contracts ⁽²⁾		(18,007	)		(6,960	)		(6,694	)
Other contracts		368			2,015			742

Total		53,758			400,952			(173,053	)

Notes:

(1)	The net gain (loss) excluded from the assessment of the effectiveness of fair value hedges is not included in the above table.

(2)	Amounts include the net loss of ¥2,836 million, ¥5,230 million and ¥7,594 million on the credit derivatives hedging the credit risk of loans during the fiscal years ended March 31, 2015, 2016 and 2017, respectively.

Credit derivatives

A credit derivative is a bilateral contract between a seller and a buyer of protection against the credit risk of a particular entity. Credit derivatives generally require that the seller of credit protection make payments to the buyer upon the occurrence of predefined credit events, which include bankruptcy, dissolution or insolvency of the referenced entity. The MHFG Group either purchases or writes protection on either a single name or a portfolio of reference credits. The Group enters into credit derivatives to help mitigate credit risk in its corporate loan portfolio and other cash positions, to take proprietary trading positions, and to facilitate client transactions.

The notional amount of credit derivatives represents the maximum potential amount of future payments the seller could be required to make. If the predefined credit event occurs, the seller will generally have a right to collect on the underlying reference credit and the related cash flows, while being liable for the full notional amount of credit protection to the buyer. The Group manages credit risk associated with written protection by purchasing protection with identical or similar underlying reference credits, which substantially offsets its exposure. Thus, the notional amount is not necessarily a reliable indicator of the Group’s actual loss exposure.

The following table summarizes the notional and fair value amounts of credit derivatives at March 31, 2016 and 2017:


	2016					2017
	Notional amount		Fair value			Notional amount		Fair value
	(in billions of yen)
Credit protection written:
Investment grade		1,603		14			1,546		21
Non-investment grade		763		1			298		1

Total		2,366		15			1,844		22

Credit protection purchased		2,592		(9	)		1,994		(23	)

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note:

The rating scale is based upon either the external ratings or the internal ratings of the underlying reference credit. The lowest investment grade rating is considered to be BBB^-, while anything below or unrated 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 payments for credit protection written by expiration period at March 31, 2016 and 2017:


	Maximum payout/Notional amount
	2016		2017
	(in billions of yen)
One year or less		538		507
After one year through five years		1,729		1,020
After five years		99		317

Total		2,366		1,844

Note:

The maximum potential amount of future payments is the aggregate notional amount of the credit derivatives where the Group wrote the credit protection, and it has not been reduced by the effect of any amounts that the Group may possibly collect on the underlying assets and the related cash flows, nor netted against that of credit protection purchased.

Credit-related contingent features

Certain of the MHFG Group’s derivative instruments contain provisions that require the Group’s debt to maintain an investment grade credit rating from the major credit rating agencies. If the Group’s debt credit rating 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 which are in net liability positions for the Group.

The following table shows the quantitative information about derivative instruments with credit-risk-related contingent features at March 31, 2016 and 2017:


	2016		2017
	(in billions of yen)
Aggregate fair value of derivative instruments with credit-risk-related contingent features in net liability positions		790		698
Collateral provided to counterparties in the normal course of business		746		658
Amount required to be posted as collateral or settled immediately if credit-risk-related contingent features were triggered		44		40

24. Commitments and contingencies

Obligations under guarantees

The MHFG Group provides guarantees or indemnifications to counterparties to enhance their credit standing and enable them to complete a variety of business transactions. A guarantee represents an obligation to make payments to third parties if the counterparty fails to fulfill its obligation under a borrowing arrangement or other contractual obligation.

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The types of guarantees under ASC 460, “Guarantees” (“ASC 460”) provided by the MHFG Group are described below.

Performance guarantees

Performance guarantees are issued to guarantee customers’ performance under contractual arrangements such as a tender bid on a construction project or the completion of a construction project.

Guarantees on loans

Guarantees on loans include obligations to guarantee the customers’ borrowing contracts. The MHFG Group is required to make payments to the guaranteed parties in the event that customers fail to fulfill obligations under the contracts.

Guarantees on securities

Guarantees on securities include obligations to guarantee securities, such as bonds issued by customers.

Other guarantees

Other guarantees include obligations to guarantee customers’ payments, such as tax payments.

Guarantees for the repayment of trust principal

The MHFG Group provides certain trust products with guarantees for the repayment of trust principal, e.g., loan trusts and certain jointly operated designated money trusts. Pursuant to Japanese trust-related laws, trustees are prohibited from compensating beneficiaries for any loss in the beneficial interests in each trust. However, under a special condition of the Japanese trust-related laws, trust banks as trustees are allowed to enter into an agreement to provide compensation for any loss in the principal of the trust. The MHFG Group manages and administers 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, the MHFG Group also manages the trust assets separately from its own proprietary assets on behalf of customers and keeps separate records for the trust activities. The MHFG Group consolidates certain guaranteed principal money trusts. See Note 25 “Variable interest entities and securitizations” for further discussion of the guaranteed principal money trusts. The contract amounts of guarantees for repayment of unconsolidated trust principal are presented in the tables below.

Part of the trust account profits is set aside as a reserve in trust accounts to absorb losses in the trust asset portfolios in accordance with relevant Japanese laws concerning the trust business and/or trust agreements. Statutory reserves for loan trusts and reserves for jointly operated designated money trusts are calculated based on the trust principal or the balance of loans and other assets in the trust accounts. Since the probability of principal indemnification is considered to be remote, the MHFG Group had no related reserve for credit losses recorded in its consolidated financial statements.

Liabilities of trust accounts

The MHFG Group, as trustee, may enter into an agreement with a third party who is not the party to the relevant trust agreement to the extent necessary to handle the trust affairs for the purpose of fulfilling the objectives of the trust and, as such, the trustee shall be allowed to assume certain liabilities. Pursuant to Japanese trust-related

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

laws, the trustee is ultimately liable to pay those liabilities out of its proprietary assets in the event that the trust assets are insufficient to cover those liabilities. The amount of trust liabilities rarely exceeds the amount of trust assets and, therefore, those liabilities are generally covered by the corresponding trust assets. To avoid the demand 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 the right for compulsory execution against the trustee’s proprietary assets. The MHFG Group regularly monitors the condition 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 other transactions.

Derivative financial instruments

Certain written options and credit default swaps are deemed guarantees pursuant to the definition of guarantees in ASC 460 if these contracts require the MHFG Group to make payments to counterparties based on changes in an underlying instrument or index that is related to an asset, a liability, or an equity security of the counterparties. The MHFG Group’s payments could involve a gross settlement or a net settlement. Because it is difficult 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.

Carrying amount

The MHFG Group records all guarantees and similar obligations subject to ASC 460 at fair value in the consolidated balance sheets at the inception of the guarantee. The total carrying amount of guarantees and similar obligations at March 31, 2016 and 2017 was ¥357 billion and ¥249 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 ¥336 billion and ¥228 billion at March 31, 2016 and 2017, respectively.

Maximum exposure under guarantee contracts

The table below summarizes the remaining term and maximum potential amount of future payments by type of guarantee at March 31, 2016 and 2017. The maximum potential amount of future payments disclosed below represents the contractual amounts that could be required to be repaid in the event of the guarantees being executed, without consideration of possible recoveries under recourse provisions or from collateral held. With respect to written options included in derivative financial instruments in the table below, in theory, the MHFG Group is exposed to unlimited losses; therefore, the table shows the notional amounts of the contracts as a substitute for the maximum exposure.

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The MHFG Group, when necessary, requires collateral such as cash, investment securities and real estate or third-party guarantees depending on the amount of credit risk involved, and employs means such as sub-participation to reduce the credit risk associated with guarantees. The maximum exposure or notional amount below does not represent the expected losses from the execution of the guarantees.


2016	Maximum potential/Contractual or Notional amount		Amount by expiration period
2016	Maximum potential/Contractual or Notional amount		One year or less		After one year through five years		After five years
	(in billions of yen)
Performance guarantees		2,110		1,049		909		152
Guarantees on loans		297		117		20		160
Guarantees on securities		203		67		136		—
Other guarantees		1,571		1,206		325		40
Guarantees for the repayment of trust principal		1,141		1,051		63		27
Liabilities of trust accounts		12,747		12,537		79		131
Derivative financial instruments		15,792		6,505		8,032		1,255

2017	Maximum potential/Contractual or Notional amount		Amount by expiration period
2017	Maximum potential/Contractual or Notional amount		One year or less		After one year through five years		After five years
	(in billions of yen)
Performance guarantees		2,243		1,246		828		169
Guarantees on loans		278		147		20		111
Guarantees on securities		175		37		138		—
Other guarantees		1,823		1,246		513		64
Guarantees for the repayment of trust principal		730		654		52		24
Liabilities of trust accounts		15,177		14,927		82		168
Derivative financial instruments		14,415		6,066		6,603		1,746

The table below presents the maximum potential amount of future payments of performance guarantees, guarantees on loans, guarantees on securities and other guarantees classified based on internal ratings at March 31, 2016 and 2017:


	2016		2017
	(in billions of yen)
Investment grade		3,160		3,477
Non-investment grade		1,022		1,042

Total		4,182		4,519

Note:

Investment grade in the internal rating scale generally corresponds to BBB- or above in the external rating scale.

Other off-balance-sheet instruments

In addition to guarantees, the MHFG Group issues other off-balance-sheet instruments to its customers, such as lending-related commitments and commercial letters of credit. Under the terms of these arrangements, the MHFG Group is required to extend credit or make certain payments upon the customers’ requests.

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Commitments to extend credit

Commitments to extend credit are legally binding agreements to lend to customers on demand. They usually have set maturity dates. These agreements differ from guarantees in that they are generally revocable or contain provisions 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 to determine whether additional collateral or changes in the terms of the commitment are necessary. Since many of these commitments to extend credit expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

Commitments to invest in securities

Commitments to invest in securities include legally binding contracts to make additional contributions to investment funds, such as private equity funds in accordance with the terms of investment agreements.

Commercial letters of credit

Commercial letters of credit are issued in connection with customers’ trade transactions. Normally, the customers cannot receive the goods until they make payment to a bank, and therefore these commercial letters of credit are collateralized by the underlying goods. Upon issuance of commercial letters of credit, the MHFG Group monitors the credit risk associated with these transactions to determine if additional collateral is required.

The table below summarizes the contractual amounts with regard to these undrawn commitments at March 31, 2016 and 2017:


	2016		2017
	(in billions of yen)
Commitments to extend credit ^(Note)		75,742		76,678
Commercial letters of credit		448		522

Total		76,190		77,200

Note:

Commitments to extend credit include commitments to invest in securities.

Allowance for losses on off-balance-sheet instruments

The amounts of allowance for losses on off-balance-sheet instruments at March 31, 2016 and 2017 were ¥100 billion and ¥120 billion, respectively.

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Leases

The MHFG Group leases certain office space and equipment under noncancelable agreements. The lease periods for these leases range from less than 1 year to around 30 years. These leases include cancellation clauses with penalties of a maximum of approximately 5 years-worth of rentals and/or periodic adjustment clauses of rentals. The table below shows future minimum lease payments for capitalized leases and future minimum rental payments for operating leases at March 31, 2017:


	Capitalized leases		Operating leases
	(in millions of yen)
Fiscal year ending March 31:
2018		11,519		52,280
2019		10,721		46,330
2020		8,697		41,157
2021		6,118		35,291
2022		3,188		30,562
2023 and thereafter		1,846		57,787

Total minimum lease/rental payments		42,089		263,407

Amount representing interest		1,142

Present value of minimum lease payments		40,947

Total rental expense for the fiscal years ended March 31, 2015, 2016 and 2017 was ¥109,390 million, ¥118,400 million and ¥113,991 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 the properties back for periods of 5 and 10 years for total rental payments for these periods of ¥214,690 million. The terms of certain lease agreements were changed during the fiscal years ended March 31, 2009, 2011, 2012 and 2014, and the total rental payments for these periods increased to ¥282,832 million, as a consequence. The MHFG Group accounted for the transactions as operating leases. The future minimum rental payments under the terms of the related lease agreements were ¥58,336 million, ¥49,883 million and ¥41,430 million at March 31, 2015, 2016 and 2017, respectively.

During the fiscal year ended March 31, 2014, MHFG began to lease its head office from a third party and accounted for the lease arrangement as operating lease.

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 the 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 the bondholders and such APP subsidiaries in their capacities as the issuers, guarantors and/or pledgors of security for the bonds relating to foreclosure proceedings in respect of the collateral and the subsidiary has been named as a defendant in a lawsuit brought by the obligors under the bonds in Indonesia. The Group’s consolidated financial statements do not include a reserve in relation to this dispute and 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.

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

25. 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 types of transactions: asset-backed commercial paper/loan programs, asset-backed securitizations, investments in securitization products, investment funds, trust arrangements, and structured finance. The Group consolidates certain of these VIEs, where the Group is deemed to be the primary beneficiary because it has both (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The MHFG Group reassesses whether it is the primary beneficiary on an ongoing basis as long as the Group has any continuing involvement with the VIE. There are also other VIEs, where the Group has determined that it is not the primary beneficiary but has significant variable interests. In evaluating the significance of the variable interests, the Group comprehensively takes into consideration the extent of its involvement with each VIE, such as the seniority of its investments, the share of its holding in each tranche and the variability it expects to absorb, as well as other relevant facts and circumstances. The likelihood of loss is not necessarily relevant to the determination of significance, and therefore, “significant” does not imply that there is high likelihood of loss. The maximum exposure to loss that is discussed in this section refers to the maximum loss that the Group could possibly be required to record in its consolidated statements of income as a result of its involvement with the VIEs. This represents exposures associated with both on-balance-sheet assets and off-balance-sheet liabilities related to the VIEs. Further, this maximum potential loss is disclosed regardless of the probability of such losses and, therefore, it is not indicative of the ongoing exposure which is managed within the Group’s risk management framework.

The table below shows the 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, 2016 and 2017:


	Consolidated VIEs		Significant unconsolidated VIEs
2016	Consolidated assets		Total assets		Maximum exposure to loss
	(in billions of yen)
Asset-backed commercial paper/loan programs		2,092		—		—
Asset-backed securitizations		579		205		13
Investments in securitization products		337		445		154
Investment funds		1,660		2,422		367
Trust arrangements and other		24		—		—

Total		4,692		3,072		534


	Consolidated VIEs		Significant unconsolidated VIEs
2017	Consolidated assets		Total assets		Maximum exposure to loss
	(in billions of yen)
Asset-backed commercial paper/loan programs		2,031		—		—
Asset-backed securitizations		629		108		11
Investments in securitization products		375		445		154
Investment funds		2,188		3,895		463
Trust arrangements and other		23		—		—

Total		5,246		4,448		628

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Group has not provided financial or other support to consolidated or unconsolidated VIEs that the Group was not previously contractually required to provide.

The tables below present the carrying amounts and classification of assets and liabilities on the MHFG Group’s balance sheets that relate to its variable interests in significant unconsolidated VIEs, as of March 31, 2016 and 2017:


Assets on balance sheets related to unconsolidated VIEs:	2016		2017
	(in billions of yen)
Trading account assets		55		85
Investments		254		254
Loans		205		237

Total		514		576


Liabilities on balance sheets and maximum exposure to loss related to unconsolidated VIEs:	2016		2017
	(in billions of yen)
Payables under securities lending transactions		27		31
Trading account liabilities		1		1

Total		28		32

Maximum exposure to loss ^(Note)		534		628

Note:

This represents the maximum amount the Group could possibly be required to record in its consolidated statements of income associated with on-balance-sheet exposures and off-balance-sheet liabilities such as undrawn commitments.

Asset-backed commercial paper/loan programs

The MHFG Group manages several asset-backed commercial paper/loan programs that provide its clients with off-balance-sheet and/or cost-effective financing. The VIEs used in the programs purchase financial assets, primarily receivables, from clients participating in the programs and provide liquidity through the issuance 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 in commercial paper issued by the conduits. The MHFG Group typically provides program-wide liquidity and credit support facilities and, in some instances, financing to the VIEs. The MHFG Group has the power to determine which assets will be held by the VIEs and has an obligation to monitor these assets. The Group is also responsible for liability management. In addition, through the liquidity and credit support facilities provided to the VIEs, the Group has the obligation to absorb losses that could potentially be significant to the VIEs. Therefore, the Group consolidates such VIEs.

Asset-backed securitizations

The MHFG Group acts as an arranger of various types of structured finance to meet its clients’ needs for off-balance-sheet financing. 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 for structuring and/or distributing the securities sold to investors. In some cases, the MHFG Group itself purchases the securities issued by the entities and/or provides loans to the VIEs.

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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 meet clients’ and investors’ financial needs. The MHFG Group also arranges securitization transactions including CMBS, RMBS and others. In these transactions, the MHFG Group acts as an underwriter, placement agent, asset manager, derivatives counterparty, and/or investor in debt and equity instruments.

In 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 by the VIEs or to manage and monitor these assets. In addition, through the variable interests above, the Group has the obligation to absorb losses and the right to receive benefits that could potentially be significant to the VIEs. Therefore, the Group consolidates such VIEs.

The MHFG Group established certain VIEs to securitize its own mortgage loans. The Group provides servicing for and holds retained subordinated beneficial interests in the securitized mortgage loans. In addition, the Group retains credit exposure in the form of guarantees on these loans. In its role as a servicer, the Group has the power to direct the entity’s activities that most significantly impact the entity’s economic performance by managing defaulted mortgage loans. In addition, through its retained interests and its aforementioned involvement as a guarantor, the Group has the obligation to absorb losses and the right to receive benefits that could potentially be significant to the entity. Therefore, the Group consolidates such VIEs.

Investments in securitization products

The MHFG Group invests in, among other things, various types of CDO/CLO, synthetic CDO/CLO and repackaged instruments, CMBS and RMBS arranged by third parties for the purpose of generating current income or capital appreciation, which all utilize entities that are deemed to be VIEs. By design, such investments were investment grade at issuance and held by a diverse group of investors. The potential loss amounts of the securities and the loans are generally limited to the amounts invested because the Group has no contractual involvement in such VIEs beyond its investments. Since the Group is involved in these VIEs only as an investor, the Group does not ordinarily have the power to direct the VIEs’ activities that most significantly impact the VIEs’ economic performance. However, the Group consolidates VIEs, where the transactions are tailored by the third party arrangers to meet the Group’s needs as a main investor, who is ultimately deemed to have the power to determine which assets are to be held by the VIEs. The Group also invests in certain beneficial interests issued by VIEs which hold real estate that the Group utilizes. In addition to these variable interests, when the Group has the power including the sole unilateral ability to liquidate the VIEs, the Group consolidates such VIEs.

Investment funds

The MHFG Group invests in various investment funds, including securities investment trusts, which collectively invest in equity and debt securities that include listed Japanese securities and investment grade bonds. Investment advisory companies or fund management companies, including the Group’s subsidiaries and affiliates, administer and make investment decisions about such investment funds. The Group consolidates certain investment funds where it is deemed to be the primary beneficiary.

Prior to April 1, 2016, the Group determined that certain investment funds managed by the Group that had attributes of an investment company (or similar entity) qualified for the deferral from certain requirements of ASC 810 that originated from Statement of Financial Accounting Standards (“SFAS”) No.167 “Amendments to FASB Interpretation No.46(R)” (“SFAS No.167”). For these funds, the Group determined whether it was the primary beneficiary by evaluating whether it absorbed the majority of expected losses, received the majority of expected residual returns, or both.

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On April 1, 2016, the Group adopted ASU No.2015-02 which eliminated the deferral. The Group determines whether it is the primary beneficiary by evaluating whether it has both (1) the power to make investment decisions about the investment funds and (2) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the investment funds.

Upon the adoption of ASU No.2015-02, the Group newly consolidated certain investment funds that had not been consolidated prior to April 1, 2016, which had the impact of increasing total assets primarily consisting of Trading account assets by ¥16 billion, and noncontrolling interests by ¥16 billion, respectively. On the other hand, the Group deconsolidated certain investment funds that had been consolidated prior to April 1, 2016, which had the impact of decreasing total assets by ¥54 billion, total liabilities by ¥27 billion, and noncontrolling interests by ¥27 billion, respectively. In addition, the Group determined that certain limited partnerships and similar entities that had been voting interest entities prior to April 1, 2016 are significant unconsolidated VIEs. The amounts relating to significant unconsolidated VIEs as of March 31, 2017 in the tables above include the amounts of these limited partnerships and similar entities.

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 by and 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 other credit-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 which assets will be held by the VIEs or to manage these assets. In addition, through the principal guarantee agreements, the Group has the obligation to absorb losses that could potentially be significant to the VIEs. Therefore, the Group consolidates such VIEs. However, the MHFG Group does not consolidate certain guaranteed principal money trusts, which invest all the entrusted funds in the MHFG Group itself, as the Group has determined that it has no variable interests (Refer to Note 11 “Due to trust accounts”). See Note 24 “Commitments and contingencies” for the balances of guaranteed trust principal that are not consolidated at March 31, 2016 and 2017.

With respect to non-guaranteed trust arrangements, the MHFG Group manages and administers assets on behalf of its customers (trust beneficiaries) in the capacity of a trustee and fiduciary. For substantially all non-guaranteed trust arrangements, the Group generally does not have the power to direct the activities of the VIEs that most significantly impact the VIEs’ economic performance or has neither the obligation to absorb losses nor the right to receive benefits that could potentially be significant to the VIEs. Therefore, such trust accounts are not included in the consolidated financial statements of the MHFG Group.

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 subordinated interests and may sometimes act as an interest rate swap counterparty, the Group has determined that it does not have the power to direct the activities of the VIEs that most significantly impact the VIEs’ economic performance, or it does not have significant variable interests.

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Securitization

The MHFG Group engages in securitization activities and securitizes mortgage loans, other loans, government and corporate securities and other types of financial assets in the normal course of business. In these securitization transactions, the Group records the transfer of a financial asset as a sale when all the accounting criteria for a sale under ASC 860 are met. These criteria are (1) the transferred financial assets are legally isolated from the Group’s creditors, (2) the transferee or beneficial interest holder has the right to pledge or exchange the transferred financial assets, and (3) the Group does not maintain effective control over the transferred financial assets. If all the criteria are not met, the transfer is accounted for as a secured borrowing.

For the fiscal years ended March 31, 2015, 2016 and 2017, the MHFG Group neither made significant transfers of financial assets nor recognized significant gains or losses in securitization transactions accounted for as sales. The Group did not retain significant interests in securitization transactions accounted for as sales as of March 31, 2016 and 2017.

There are certain transactions where transfers of financial assets do not qualify for the aforementioned sales criteria and are accounted for as secured borrowings. These transferred assets continue to be carried on the consolidated balance sheets of the MHFG Group. Such assets are associated with securitization transactions and loan participation transactions, which amounted to ¥243 billion and ¥64 billion as of March 31, 2016, and ¥244 billion and ¥91 billion as of March 31, 2017, respectively. Liabilities associated with securitization and loan participation transactions are presented as Payables under securities lending transactions and Other short-term borrowings or Long-term debt, respectively, on the consolidated balance sheets.

26. Fee and commission income

Details of Fee and commission income for the fiscal years ended March 31, 2015, 2016 and 2017 are as follows:


	2015		2016		2017
	(in millions of yen)
Securities-related business		172,234		175,723		165,857
Deposits and lending business		131,491		143,763		164,573
Remittance business		110,181		109,859		108,368
Trust fees		49,827		50,496		47,379
Fees for other customer services		251,924		263,112		260,360

Total		715,657		742,953		746,537

Securities-related business fees consist of broker’s fees and markups on securities underwriting and other securities 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 services 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.

Fee and commission related to assets management business, which are included in Other noninterest income in the Group’s consolidated statement of income, for the fiscal years ended March 31, 2015, 2016 and 2017 were ¥57,998 million, ¥61,803 million and ¥79,426 million, respectively.

27. Trading account gains and losses

The MHFG Group performs trading activities through market making, sales, and arbitrage. Accordingly, Trading account gains (losses)—net include gains and losses from transactions undertaken for trading purposes, including both market making for customers and proprietary trading, or transactions through which the Group seeks to capture gains arising from short-term changes in market value. Trading account gains (losses)—net also include

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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 the 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 for which the fair value option has been elected in accordance with ASC 825, “Financial Instruments” (“ASC 825”). Net trading gains (losses) for the fiscal years ended March 31, 2015, 2016 and 2017 are comprised of the following:


	2015			2016			2017
	(in millions of yen)
Trading account gains (losses)—net:
Trading securities		635,027			156,559			126,332
Derivative contracts:
Interest rate contracts⁽¹⁾		265,324			319,225			(209,361	)
Foreign exchange contracts		(93,601	)		65,101			37,129
Equity-related contracts⁽¹⁾		(101,988	)		17,970			1,777
Credit-related contracts⁽²⁾		(15,171	)		(1,731	)		900
Other contracts		368			2,015			742

Total		689,959			559,139			(42,481	)
Foreign exchange gains (losses)—net ⁽³⁾		(34,520	)		113,553			69,453

Net trading gains (losses)		655,439			672,692			26,972

Notes:

(1)	The net gain (loss) excluded from the assessment of the effectiveness of fair value hedges is included in the above table.

(2)	Amounts do not include the net loss of ¥2,836 million, ¥5,230 million and ¥7,594 million on the credit derivatives hedging the credit risk of loans during the fiscal years ended March 31, 2015, 2016 and 2017, 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-sale securities for which the fair value option has been elected in accordance with ASC 825.

28. 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 when measuring fair value. In addition, ASC 820 precludes (1) the deferral of gains and losses at inception of certain derivative contracts whose fair value was not evidenced by market-observable data, and (2) the use of block discounts when measuring the fair value of instruments traded in an active market, which were previously applied to large holdings of publicly traded financial instruments.

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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 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 and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments. If no quoted market prices are available, the fair values of debt securities and over-the-counter derivative contracts in this category are determined using pricing models with inputs that are observable in the market or can be derived principally from or corroborated by observable market data.

Level 3		Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

Valuation process

The MHFG Group has established valuation policies which govern the principles of fair value measurements and the authority and duty of each department. The Group has also established well-documented procedure manuals which describe valuation techniques and related inputs for determining the fair values of various financial instruments. The policies require that the measurement of fair values be carried out in accordance with the procedures performed by the risk management departments or the back offices which are independent from the front offices. The policies also require the risk management departments to check and verify whether the valuation methodologies defined in the procedure manuals are fair and proper and the internal audit departments to periodically review the compliance with the procedures throughout the Group. Although the valuation methodologies and related inputs are consistently used from period to period, a change in the market environment sometimes leads to a change in the valuation methodologies and the inputs. For instance, a change in market liquidity due to a delisting or a new listing is one of the key drivers of revisions to the valuation methodologies and the inputs. The key drivers also include the availability or the lack of market observable inputs and the development of new valuation methodologies. Price verification performed through the Group’s internal valuation process has an important role in identifying whether the valuation methodologies and the inputs need to be changed. The internal valuation process over the prices broker-dealers provide, primarily for Japanese securitization products, is described in more detail below in “Investments”. A change in the valuation methodologies and/or the inputs requires the revision of the valuation policies and procedure manuals, which is required to be approved by the appropriate authority, either the CEO, the head of risk management, and/or the head of accounting, depending on the nature and characteristics of the change.

The following is a description of valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis, including the general classification of such instruments pursuant to the fair value hierarchy and the MHFG Group’s valuation techniques used to measure fair values. During the fiscal year ended March 31, 2017, there were no significant changes made to the Group’s valuation techniques and related inputs.

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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 to measure the fair values of securities and such securities are classified in Level 1 of the fair value hierarchy. Level 1 securities include highly liquid government bonds and Ginnie Mae securities. When quoted prices for identical securities are available, but not actively traded, such securities are classified in Level 2 of the fair value hierarchy. When no quoted market prices are available, the Group estimates fair values by using pricing models with inputs that are observable in the market and such securities are classified in Level 2 of the fair value hierarchy. Level 2 securities include Japanese local government bonds, corporate bonds, and commercial paper. When less liquid market conditions exist for securities, the quoted prices are stale or the prices from independent sources vary significantly, such securities are generally classified in Level 3 of the fair value hierarchy. The fair values of foreign currency denominated securitization products such as RMBS, CMBS, and ABS are determined primarily by using a discounted cash flow model. The key inputs used for the model include default rates, recovery rates, prepayment rates, and discount rates. In the event that certain key inputs are unobservable or cannot be corroborated by observable market data, these financial instruments are classified in Level 3.

As it pertains to investment funds, exchange-traded funds (“ETF”) are generally classified in Level 1. Hedge funds the Group invests in are primarily multi strategy funds that employ a fundamental bottom-up investment approach across various asset classes globally. Hedge funds are measured at the net asset value (“NAV”) per share and the Group has the ability to redeem its investment with the investees at the NAV per share at the measurement date or within the near term. Private equity funds have specific investment objectives in connection with their acquisition of equity interests in new and emerging firms in need of capital. Employing venture capital strategies, they provide financing and other support to start-up businesses, medium and small entities in particular geographical areas, and to companies with certain technologies or companies in high-growth industries. Real estate funds invest globally and primarily in real estate companies, debt recapitalizations and direct property. Private equity funds and real estate funds are measured at the NAV per share and the Group does not have the ability to redeem its investment in the investees at the NAV per share at the measurement date or within the near term. It is estimated that the underlying assets of the funds would be liquidated within a ten-year period.

Derivative financial instruments

Exchange-traded derivatives are valued using quoted market prices and consequently are classified in Level 1 of the fair value hierarchy. However, the majority of derivatives entered into by the Group are executed over-the-counter and are valued using internal valuation techniques as no quoted market prices are available 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 by the type of derivatives and the nature of the underlying instruments and include interest rate yield curves, foreign exchange rates, the spot price of the underlying, volatility and correlation. Each item is classified in either Level 2 or Level 3 depending on the observability of the significant inputs to the model. Level 2 derivatives include plain vanilla interest rate and currency swaps and option contracts. Derivative contracts valued using significant unobservable correlation or volatility are classified in Level 3 of the fair value hierarchy.

Investments

The 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 such bonds are estimated based on a discounted cash flow model using interest rates approximating the current rates

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for instruments with similar maturities and credit risk. Private placement bonds are classified in either Level 2 or Level 3 depending on the observability of the significant inputs to the model, such as credit risk. The fair values of Japanese securitization products such as RMBS, CMBS, CDO, ABS, and CLO are generally based upon single non-binding quoted prices from broker-dealers. Such quotes are validated through the Group’s internal processes and controls. In rare instances where the Group finds the quoted prices to be invalid through its internal valuation process, it adjusts those prices or alternatively estimates their fair values by using a discounted cash flow model to incorporate the Group’s estimates of key inputs such as the most recent value of each underlying asset, cash flows of the underlying assets, and discount margin. The validation of such prices varies depending on the nature and type of the products. For the majority of RMBS, CDO, ABS and CLO, broker quotes are validated by investigating significant unusual monthly valuation fluctuations and comparing to prices internally computed through discounted cash flow models using assumptions and parameters provided by brokers such as the 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 the investigation of significant unusual monthly valuation fluctuations and/or a review of underlying assets with significant differences between the valuations of the Group and the broker-dealers being identified. Though most Japanese securitization products are classified in Level 3, certain securitization products such as Japanese RMBS are classified in Level 2, if the quoted prices are verified through either recent market transactions or a pricing model that can be corroborated by observable market data.

Other investments, except for investments held by consolidated investment companies, have not been measured at fair 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, the Group firstly considers recent market transactions of identical securities, if applicable. Thereafter, the Group uses commonly accepted valuation techniques such as earnings multiples based on comparable public securities. Non-marketable equity securities are generally classified in Level 3 of the fair value hierarchy. The fair value of the debt securities is estimated using a discounted cash flow model, since they have no quoted market prices. Those debt securities are classified in Level 3, because the credit risk is unobservable.

Long-term debt

Where fair value accounting has been elected for structured notes, the fair values are determined by incorporating the fair values of embedded derivatives that are primarily derived by using the same procedures described for derivative financial instruments above. Such instruments are classified in Level 2 or Level 3 depending on the observability of significant inputs to the model used in determining the fair value of the embedded derivatives.

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Items measured at fair value on a recurring basis

Assets and liabilities measured at fair value on a recurring basis at March 31, 2016 and 2017, including those for which the MHFG Group has elected the fair value option, are summarized below:


2016	Level 1		Level 2		Level 3		Assets/ Liabilities measured at fair value
	(in billions of yen)
Assets:
Trading securities ⁽¹⁾:
Japanese government bonds		2,272		31		—		2,303
Japanese local government bonds		—		79		—		79
U.S. Treasury bonds and federal agency securities		3,729		77		—		3,806
Other foreign government bonds		2,192		373		—		2,565
Agency mortgage-backed securities		995		563		—		1,558
Residential mortgage-backed securities		—		—		21		21
Commercial mortgage-backed securities		—		2		2		4
Certificates of deposit and commercial paper		—		881		—		881
Corporate bonds and other		9		1,693		720		2,422
Equity securities		758		62		21		841
Trading securities measured at net asset value ⁽²⁾								617
Derivatives:
Interest rate contracts		97		11,396		29		11,522
Foreign exchange contracts		23		3,099		8		3,130
Equity-related contracts		46		95		29		170
Credit-related contracts		—		40		3		43
Other contracts		—		21		38		59
Available-for-sale securities:
Japanese government bonds		15,037		726		—		15,763
Japanese local government bonds		—		241		—		241
U.S. Treasury bonds and federal agency securities		438		—		—		438
Other foreign government bonds		352		590		—		942
Agency mortgage-backed securities		169		780		—		949
Residential mortgage-backed securities		—		87		123		210
Commercial mortgage-backed securities		—		—		187		187
Japanese corporate bonds and other debt securities		—		1,921		174		2,095
Foreign corporate bonds and other debt securities		—		739		108		847
Equity securities (marketable)		3,716		65		—		3,781
Other investments		—		—		42		42

Total assets measured at fair value on a recurring basis		29,833		23,561		1,505		55,516

Liabilities:
Trading securities sold, not yet purchased		2,482		148		—		2,630
Derivatives:
Interest rate contracts		98		11,168		3		11,269
Foreign exchange contracts		26		2,953		1		2,980
Equity-related contracts		60		56		24		140
Credit-related contracts		—		33		4		37
Other contracts		—		18		37		55
Long-term debt ⁽³⁾		—		433		623		1,056

Total liabilities measured at fair value on a recurring basis		2,666		14,809		692		18,167

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2017	Level 1		Level 2		Level 3		Assets/ Liabilities measured at fair value
	(in billions of yen)
Assets:
Trading securities ⁽¹⁾:
Japanese government bonds		1,485		23		—		1,508
Japanese local government bonds		—		69		—		69
U.S. Treasury bonds and federal agency securities		2,883		80		—		2,963
Other foreign government bonds		1,127		457		—		1,584
Agency mortgage-backed securities		1,335		638		—		1,973
Residential mortgage-backed securities		—		—		15		15
Commercial mortgage-backed securities		—		3		—		3
Certificates of deposit and commercial paper		—		554		—		554
Corporate bonds and other		3		1,449		1,052		2,504
Equity securities		1,661		20		23		1,704
Trading securities measured at net asset value ⁽²⁾								678
Derivatives:
Interest rate contracts		37		8,442		27		8,506
Foreign exchange contracts		28		2,709		8		2,745
Equity-related contracts		31		89		14		134
Credit-related contracts		—		33		2		35
Other contracts		1		11		11		23
Available-for-sale securities:
Japanese government bonds		9,543		720		—		10,263
Japanese local government bonds		—		284		—		284
U.S. Treasury bonds and federal agency securities		1,144		—		—		1,144
Other foreign government bonds		346		589		—		935
Agency mortgage-backed securities		134		709		—		843
Residential mortgage-backed securities		—		67		77		144
Commercial mortgage-backed securities		—		—		224		224
Japanese corporate bonds and other debt securities		—		1,834		174		2,008
Foreign corporate bonds and other debt securities		—		801		110		911
Equity securities (marketable)		3,717		84		—		3,801
Other investments		—		—		37		37

Total assets measured at fair value on a recurring basis		23,475		19,665		1,774		45,592

Liabilities:
Trading securities sold, not yet purchased		1,993		228		—		2,221
Derivatives:
Interest rate contracts		46		8,426		1		8,473
Foreign exchange contracts		20		2,591		—		2,611
Equity-related contracts		129		61		39		229
Credit-related contracts		—		34		2		36
Other contracts		1		10		11		22
Long-term debt ⁽³⁾		—		903		593		1,496

Total liabilities measured at fair value on a recurring basis		2,189		12,253		646		15,088

Notes:

(1)	Trading securities include foreign currency denominated securities for which the MHFG Group elected the fair value option.

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(2)

In accordance with ASC 820, certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented for these classes of assets are intended to permit the reconciliation of the fair value hierarchy to the amounts presented in the statements of financial position. The amounts of unfunded commitments related to these investments at March 31, 2016 and 2017 were ¥30 billion and ¥33 billion, respectively.

(3)	Amounts represent items for which the Group elected the fair value option.

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, 2016 and 2017:


2016	April 1, 2015			Gains (losses) in Earnings			Gains (losses) in OCI			Transfers into Level 3		Transfers out of Level 3			Purchases			Sales			Issuances		Settlements			March 31, 2016			Change in unrealized gains (losses) still held⁽⁶⁾
	(in billions of yen)
Assets:
Trading securities:
Other foreign government bonds		—			—	⁽²⁾		—			—		—			1			(1	)		—		—			—			—
Residential mortgage-backed securities		29			—	⁽²⁾		—			—		—			—			—			—		(8	)		21			—
Commercial mortgage-backed securities		4			—	⁽²⁾		—			—		—			—			—			—		(2	)		2			—
Corporate bonds and other		639			(43	)⁽²⁾		—			25		(34	)		452			(192	)		—		(127	)		720			(38	)
Equity securities		23			(3	)⁽²⁾		—			—		—			1			—			—		—			21			(1	)
Derivatives, net⁽¹⁾:
Interest rate contracts		18			(1	)⁽²⁾		—			—		—			—			—			—		9			26			11
Foreign exchange contracts		8			(1	)⁽²⁾		—			—		—			—			—			—		—			7			(2	)
Equity-related contracts		(14	)		22	⁽²⁾		—			—		—			—			—			—		(3	)		5			14
Credit-related contracts		(1	)		—	⁽²⁾		—			—		—			—			—			—		—			(1	)		—
Other contracts		—			1	⁽²⁾		—			—		—			—			—			—		—			1			1
Available-for-sale securities:
Residential mortgage-backed securities		166			—	⁽³⁾		—	⁽⁴⁾		—		—			—			(4	)		—		(39	)		123			—
Commercial mortgage-backed securities		169			—	⁽³⁾		—	⁽⁴⁾		—		—			102			(62	)		—		(22	)		187			—
Japanese corporate bonds and other debt securities		155			(2	)⁽³⁾		—	⁽⁴⁾		—		—			67			(3	)		—		(43	)		174			(4	)
Foreign corporate bonds and other debt securities		85			2	⁽³⁾		(5	)⁽⁴⁾		23		—			41			—			—		(38	)		108			—
Other investments		53			7	⁽³⁾		—			—		—			5			(20	)		—		(3	)		42			(7	)

Liabilities:
Trading securities sold, not yet purchased		—			—	⁽²⁾		—			—		—			(5	)		5			—		—			—			—
Long-term debt		587			18	⁽⁵⁾		—			8		—			(1	)		—			305		(258	)		623			19

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


2017	April 1, 2016			Gains (losses) in Earnings			Gains (losses) in OCI			Transfers into Level 3		Transfers out of Level 3			Purchases			Sales			Issuances		Settlements			March 31, 2017			Change in unrealized gains (losses) still held⁽⁶⁾
	(in billions of yen)
Assets:
Trading securities:
Residential mortgage-backed securities		21			(1	)⁽²⁾		—			—		—			—			—			—		(5	)		15			(1	)
Commercial mortgage-backed securities		2			—	⁽²⁾		—			—		—			—			—			—		(2	)		—			—
Corporate bonds and other		720			12	⁽²⁾		—			296		(39	)		875			(555	)		—		(257	)		1,052			19
Equity securities		21			1	⁽²⁾		—			—		—			3			(2	)		—		—			23			—
Derivatives, net⁽¹⁾:
Interest rate contracts		26			(2	)⁽²⁾		—			—		—			—			—			—		2			26			2
Foreign exchange contracts		7			7	⁽²⁾		—			—		—			—			—			—		(6	)		8			1
Equity-related contracts		5			(31	)⁽²⁾		—			—		—			—			—			—		1			(25	)		(35	)
Credit-related contracts		(1	)		1	⁽²⁾		—			—		—			—			—			—		—			—			—
Other contracts		1			—	⁽²⁾		—			—		—			—			—			—		(1	)		—			—
Available-for-sale securities:
Residential mortgage-backed securities		123			—	⁽³⁾		(1	)⁽⁴⁾		—		—			—			(7	)		—		(38	)		77			—
Commercial mortgage-backed securities		187			—	⁽³⁾		1	⁽⁴⁾		—		—			63			(12	)		—		(15	)		224			—
Japanese corporate bonds and other debt securities		174			(1	)⁽³⁾		43	⁽⁴⁾		—		—			10			(19	)		—		(33	)		174			—
Foreign corporate bonds and other debt securities		108			1	⁽³⁾		(1	)⁽⁴⁾		—		(2	)		10			—			—		(6	)		110			—
Other investments		42			—	⁽³⁾		—			—		—			12			(3	)		—		(14	)		37			—

Liabilities:
Trading securities sold, not yet purchased		—			—	⁽²⁾		—			1		—			(54	)		53			—		—			—			—
Long-term debt		623			20	⁽⁵⁾		—			21		(12	)		(2	)		1			278		(296	)		593			18

Notes:

(1)	Total Level 3 derivative exposures have been netted on the table for presentation purposes only.

(2)	Gains (losses) in Earnings are reported in Trading account gains (losses)—net, Foreign exchange gains (losses)—net or Other noninterest income (expenses).

(3)	Gains (losses) in Earnings are reported in Investment gains (losses)—net.

(4)	Gains (losses) in OCI are reported in Other comprehensive income (loss).

(5)	Gains (losses) in Earnings are reported in Other noninterest income (expenses).

(6)	Amounts represent total gains or losses recognized in earnings during the period. These gains or losses were attributable to the change in fair value relating to assets and liabilities classified as Level 3 that were still held at March 31, 2016 and 2017.

Transfers between levels

Transfers of assets or liabilities between levels of the fair value hierarchy are assumed to occur at the beginning of the period.

During the fiscal year ended March 31, 2016, the transfers into Level 3 included ¥25 billion of Trading securities, ¥23 billion of Available-for-sale securities and ¥8 billion of Long-term debt. Transfers into Level 3 for Trading

F-96

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

securities and Available-for-sale securities were primarily due to decreased liquidity for certain Japanese and foreign corporate bonds. Transfers into Level 3 for Long-term debt were primarily due to changes in the impact of unobservable inputs on the value of certain structured notes. During the fiscal year ended March 31, 2016, the transfers out of Level 3 included ¥34 billion of Trading securities. Transfers out of Level 3 for Trading securities were primarily due to increased price transparency for certain Japanese and foreign corporate bonds.

During the fiscal year ended March 31, 2017, the transfers into Level 3 included ¥296 billion of Trading securities, ¥1 billion of Trading securities sold, not yet purchased and ¥21 billion of Long-term debt. Transfers into Level 3 for Trading securities and Trading securities sold, not yet purchased were primarily due to decreased liquidity for certain Japanese and foreign corporate bonds. Transfers into Level 3 for Long-term debt were primarily due to changes in the impact of unobservable inputs on the value of certain structured notes. During the fiscal year ended March 31, 2017, the transfers out of Level 3 included ¥39 billion of Trading securities, ¥2 billion of Available-for-sale securities and ¥12 billion of Long-term debt. Transfers out of Level 3 for Trading securities were primarily due to increased price transparency for certain Japanese and foreign corporate bonds. Transfers out of Level 3 for Available-for-sale securities were primarily due to increased liquidity for certain Foreign corporate bonds and other debt securities. Transfers out of Level 3 for Long-term debt were primarily due to changes in the impact of unobservable inputs on the value of certain structured notes.

F-97

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Quantitative information about Level 3 fair value measurements

The following table presents information about significant unobservable inputs related to the MHFG Group’s material classes of Level 3 assets and liabilities at March 31, 2016 and 2017:

2016

Products/Instruments

Fair value

Principal valuation technique

Unobservable inputs

Range of input values

Weighted average⁽⁵⁾

(in billions of yen, except for percentages and basis points)

Trading securities and Available-for-sale securities:

Residential mortgage-backed securities

144

Discounted cash flow

Prepayment rate

3%–19%

Price-based

Default rate

0%–2%

Recovery rate

100%–100%

100%

Discount margin

13bps–180bps

60bps

Commercial mortgage-backed securities

189

Discounted cash flow

Price-based

Discount margin

6bps–580bps

37bps

Corporate bonds and other debt securities

1,002

Discounted cash flow

Prepayment rate⁽¹⁾

0%–21%

19%

Price-based

Default rate⁽¹⁾

0%–2%

Recovery rate⁽¹⁾

60%–69%

68%

Discount margin⁽¹⁾

11bps–1,115bps

151bps

Discount margin⁽²⁾

10bps–3,850bps

454bps

Derivatives, net:

Interest rate contracts

Internal valuation model⁽³⁾

IR – IR correlation

32%–100%

Default rate⁽⁴⁾

0%–63%

Foreign exchange contracts

Internal valuation model⁽³⁾

FX – IR correlation

5%–50%

FX – FX correlation

54%–54%

Default rate⁽⁴⁾

0%–63%

Equity-related contracts

Internal valuation model⁽³⁾

Equity – IR correlation

30%–30%

Equity – FX correlation

55%–55%

Equity volatility

10%–40%

Credit-related contracts

(1)

Internal valuation model⁽³⁾

Default rate

0%–42%

Credit correlation

29%–100%

Long-term debt

623

Internal valuation model⁽³⁾

IR – IR correlation

32%–100%

FX – IR correlation

5%–50%

FX – FX correlation

54%–54%

Equity – IR correlation

30%–30%

Equity – FX correlation

55%–55%

Equity correlation

18%–100%

Equity volatility

14%–39%

Default rate

0%–5%

Credit correlation

28%–100%

F-98

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

2017

Products/Instruments

Fair value

Principal valuation technique

Unobservable inputs

Range of input values

Weighted average⁽⁵⁾

(in billions of yen, except for percentages and basis points)

Trading securities and Available-for-sale securities:

Residential mortgage-backed securities

Discounted cash flow

Prepayment rate

0%–18%

Price-based

Default rate

0%–1%

Recovery rate

100%–100%

100%

Discount margin

15bps–170bps

55bps

Commercial mortgage-backed securities

224

Discounted cash flow

Price-based

Discount margin

4bps–205bps

28bps

Corporate bonds and other debt securities

1,336

Discounted cash flow

Prepayment rate⁽¹⁾

16%–30%

29%

Price-based

Default rate⁽¹⁾

1%–2%

Recovery rate⁽¹⁾

60%–68%

68%

Discount margin⁽¹⁾

8bps–1,181bps

131bps

Discount margin⁽²⁾

10bps–939bps

359bps

Derivatives, net:

Interest rate contracts

Internal valuation model⁽³⁾

IR – IR correlation

23%–100%

Default rate⁽⁴⁾

0%–63%

Foreign exchange contracts

Internal valuation model⁽³⁾

FX – IR correlation

5%–52%

FX – FX correlation

55%–55%

Default rate⁽⁴⁾

0%–63%

Equity-related contracts

(25)

Internal valuation model⁽³⁾

Equity – IR correlation

25%–25%

Equity – FX correlation

55%–55%

Equity volatility

6%–59%

Credit-related contracts

—

Internal valuation model⁽³⁾

Default rate

0%–5%

Credit correlation

30%–100%

Long-term debt

593

Internal valuation model⁽³⁾

IR – IR correlation

23%–100%

FX – IR correlation

5%–52%

FX – FX correlation

55%–55%

Equity – IR correlation

25%–25%

Equity – FX correlation

55%–55%

Equity correlation

20%–100%

Equity volatility

5%–40%

Default rate

0%–3%

Credit correlation

33%–100%

Notes:

(1)	These inputs are mainly used for determining the fair values of securitization products such as CDO, CLO and ABS, other than RMBS and CMBS.

(2)	This input is mainly used for determining the fair values of Japanese corporate bonds and foreign corporate bonds.

(3)	Internal valuation model includes discounted cash flow models and the Black-Scholes option pricing model.

(4)	This input represents the counterparty default rate derived from the MHFG Group’s own internal credit analyses.

(5)	Weighted averages are calculated by weighting each input by the relative fair value of the respective financial instruments.

IR = Interest rate

FX = Foreign exchange

F-99

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Sensitivities to unobservable inputs and interrelationships between unobservable inputs

The following is a description of the sensitivities and interrelationships of the significant unobservable inputs used to measure the fair values of Level 3 assets and liabilities.

(1) Prepayment rate

The prepayment rate is the estimated rate at which voluntary unscheduled repayments of the principal of the underlying assets are expected to occur. The movement of the prepayment rate is generally negatively correlated with borrower delinquency. A change in prepayment rate would impact the valuation of the fair values of financial instruments either positively or negatively, depending on the structure of financial instruments.

(2) Default rate

The default rate is an estimate of the likelihood of not collecting contractual payments. An increase in the default rate would generally be accompanied by a decrease in the recovery rate and an increase in the discount margin. It would also generally impact the valuation of the fair values of financial instruments negatively.

(3) Recovery rate

The recovery rate is an estimate of the percentage of contractual payments that would be collected in the event of a default. An increase in recovery rate would generally be accompanied by a decrease in the default rate. It would also generally impact the valuation of the fair values of financial instruments positively.

(4) Discount margin

The discount margin is the portion of the interest rate over a benchmark market interest rate such as LIBOR or swap rates. It primarily consists of a risk premium component which is the amount of compensation that market participants require due to the uncertainty inherent in the financial instruments’ cash flows resulting from credit risk. An increase in discount margin would generally impact the valuation of the fair values of financial instruments negatively.

(5) Correlation

Correlation is the likelihood of the movement of one input relative to another based on an established relationship. The change in correlation would impact the valuation of derivatives either positively or negatively, depending on the nature of the underlying assets.

(6) Volatility

Volatility is a measure of the expected change in variables over a fixed period of time. Some financial instruments benefit from an increase in volatility and others benefit from a decrease in volatility. Generally, for a long position in an option, an increase in volatility would result in an increase in the fair values of financial instruments.

F-100

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Items measured at fair value on a nonrecurring basis

Certain assets and liabilities are measured at fair value on a nonrecurring basis. These assets and liabilities primarily include items that are measured at the lower of cost or fair value, and items that were initially measured at cost and have been written down to fair value as a result of impairment. The following table shows the fair value hierarchy for these items as of March 31, 2016 and 2017:


2016	Total		Level 1		Level 2		Level 3		Aggregate cost
	(in billions of yen)
Assets:
Loans		124		—		—		124		197
Loans held-for-sale		13		—		7		6		14
Other investments		1		—		—		1		2
Premises and equipment—net		—		—		—		—		1
Goodwill		—		—		—		—		6

Total assets measured at fair value on a nonrecurring basis		138		—		7		131		220



2017	Total		Level 1		Level 2		Level 3		Aggregate cost
	(in billions of yen)
Assets:
Loans		124		—		—		124		194
Loans held-for-sale		7		—		7		—		8
Other investments		7		6		—		1		11
Premises and equipment—net		7		—		6		1		11

Total assets measured at fair value on a nonrecurring basis		145		6		13		126		224

Loans in the table above have been impaired and measured based upon 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 period. The items for 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 the fair values for items other than the aforementioned requires significant adjustment based upon management judgment and estimation, which results in such items being classified in Level 3 of the hierarchy.

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 values of the impaired marketable equity method investments are determined by their quoted market prices. As the securities are traded on an active exchange market, they are classified as Level 1. The fair values of the impaired non-marketable equity securities, which include non-marketable equity method investments, are determined primarily by using a liquidation value technique. As significant management judgment or estimation is required in the determination of the fair values of non-marketable equity securities, they are classified as Level 3.

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 Banco Mizuho do Brasil S.A. reporting unit. Due to the decline in the fair value of the reporting unit, the carrying amount of the goodwill was reduced to its fair value which is based on the market approach and an impairment loss was recognized. As the determination of the fair value of the goodwill required significant management judgment and estimation, it is classified as Level 3.

F-101

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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 in accordance with ASC 825, the changes in fair value of foreign currency denominated available-for-sale securities had been accounted for in AOCI, while the changes in fair value caused by foreign exchange fluctuations of foreign currency denominated financial liabilities had been accounted for in earnings. The MHFG Group elected the fair value option for these securities to mitigate the volatility in earnings due to the difference in the recognition of foreign exchange risk between available-for-sale securities and financial liabilities. Following the election of the fair value 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. In addition, the Group measures certain notes that contain embedded derivatives at fair value under the practicability exception. These notes continue to be reported in Long-term debt and interest on these notes continues to be reported in Interest expense on long-term debt based on the contractual rates. The differences between the aggregate fair value of these notes and the aggregate unpaid principal balance of such instruments were ¥20 billion and ¥36 billion at March 31, 2016 and 2017, respectively. The net unrealized gains (losses) resulting from changes in fair values of these notes of ¥14 billion and ¥16 billion, which included the fair value changes attributable to changes in the Group’s own credit risk, were recorded in Other noninterest income (expenses) for the fiscal years ended March 31, 2016 and 2017, respectively.

Fair value of financial instruments

ASC 825 requires the disclosure of the estimated fair value of financial instruments. The fair value of financial instruments is the amount that would be exchanged between willing parties, other than in a forced sale or liquidation. Quoted market prices, if available, are best utilized as 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. These estimates could be significantly affected by different sets of assumptions. There are certain limitations to management’s best judgment in estimating fair values of financial instruments and inherent subjectivity involved in estimation methodologies and assumptions used to estimate fair value. Accordingly, 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.

F-102

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following is a description of the valuation methodologies used for estimating the fair value of financial assets and liabilities not carried at fair value on the MHFG Group’s consolidated balance sheets.

Cash and due from banks, 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 in other banks, call loans and funds sold, and receivables under resale agreements and securities borrowing transactions approximates the fair value of these assets since they generally involve limited losses from credit risk or have short-term maturities with interest rates that approximate market rates.

Investments

The fair value of held-to-maturity securities is determined primarily by using the same procedures and techniques described for trading securities and available-for-sale securities aforementioned in this Note. The fair value of other equity interests, which primarily comprises non-marketable equity securities, is not readily determinable, nor practicable to estimate, due to the lack of available information. Their carrying amounts of ¥313 billion and ¥308 billion at March 31, 2016 and 2017, 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 are collateral dependent.

Other financial assets

The carrying value of other financial assets, which primarily consist of accounts receivable from brokers, dealers, and customers for securities transactions, accrued income and collateral provided for derivative transactions, approximates the fair value of these assets since they generally involve limited losses from credit risk or have short-term maturities with interest rates that approximate market rates. The majority of other financial assets is classified as Level 2, and included in the table in Note 13 “Other assets and liabilities”.

Noninterest-bearing deposits, call money and funds purchased, and payables under repurchase agreements and securities 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 fair value of these liabilities since they generally have short-term maturities with interest rates that approximate market rates.

Interest-bearing deposits

The carrying value of demand deposits approximates the fair value since it represents the amount payable on demand at the balance sheet date. The fair value of time deposits and certificates of deposit is primarily estimated based on discounted cash flow analysis using current interest rates for instruments with similar maturities. The carrying value of short-term certificates of deposit approximates the fair value.

F-103

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Due to trust accounts

The carrying value of due to trust accounts approximates the fair value since they generally have short-term maturities with interest rates that approximate market rates.

Other short-term borrowings

The carrying value of the majority of other short-term borrowings approximates the fair value since 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 for instruments with similar maturities.

Long-term debt

Long-term debt is fair valued using quoted market prices, if available. Otherwise, the fair value of long-term debt is estimated based on discounted cash flow analysis using interest rates approximating the MHFG Group’s incremental borrowing rates for instruments with similar maturities.

Other financial liabilities

The carrying value of other financial liabilities, which primarily consist of accounts payable to brokers, dealers, and customers for securities transactions, accrued expenses and collateral accepted for derivative transactions, approximates the fair value since they generally have short-term maturities with interest rates that approximate market rates. The majority of other financial liabilities is classified as Level 2, and included in the table in Note 13 “Other assets and liabilities”.

The fair value of certain off-balance-sheet financial instruments, such as commitments to extend credit and commercial letters of credit, was not considered material to the consolidated balance sheets at March 31, 2016 and 2017.

F-104

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table shows the carrying amounts and fair values at March 31, 2016 and 2017, of certain financial instruments, excluding financial instruments which are carried at fair value on a recurring basis and those outside the scope of ASC 825 such as equity method investments as defined in ASC 323, “Investments—Equity Method and Joint Ventures” (“ASC 323”) and lease contracts as defined in ASC 840, “Leases” (“ASC 840”) :


	2016
	Carrying amount		Estimated fair value
	Carrying amount		Total		Level 1		Level 2		Level 3
	(in billions of yen)
Financial assets:
Cash and due from banks, call loans and funds sold, and receivables under resale agreements and securities borrowing transactions		48,757		48,757		923		47,834		—
Investments		4,819		4,873		4,873		—		—
Loans, net of allowance for loan losses ^(Note)		77,040		78,241		—		—		78,241

Financial liabilities:
Noninterest-bearing deposits, call money and funds purchased, and payables under repurchase agreements and securities lending transactions		39,908		39,908		17,223		22,685		—
Interest-bearing deposits		100,228		100,234		46,207		54,027		—
Due to trust accounts		4,467		4,467		—		4,467		—
Other short-term borrowings		2,080		2,080		—		2,080		—
Long-term debt		13,691		13,863		—		12,969		894

	2017
	Carrying amount		Estimated fair value
	Carrying amount		Total		Level 1		Level 2		Level 3
	(in billions of yen)
Financial assets:
Cash and due from banks, call loans and funds sold, and receivables under resale agreements and securities borrowing transactions		60,943		60,943		1,063		59,880		—
Investments		3,817		3,846		3,846		—		—
Loans, net of allowance for loan losses ^(Note)		81,662		82,696		—		—		82,696

Financial liabilities:
Noninterest-bearing deposits, call money and funds purchased, and payables under repurchase agreements and securities lending transactions		42,205		42,205		20,544		21,661		—
Interest-bearing deposits		110,125		110,124		56,738		53,386		—
Due to trust accounts		4,123		4,123		—		4,123		—
Other short-term borrowings		1,477		1,477		—		1,477		—
Long-term debt		13,009		13,078		—		12,120		958

Note: Loans, net of allowance for loan losses include items measured at fair value on a nonrecurring basis.

F-105

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

29. Offsetting of financial assets and financial liabilities

Derivatives

The MHFG Group enters into master netting arrangements such as International Swaps and Derivatives Association, Inc. (“ISDA”) or similar agreements with counterparties to manage mainly credit risks associated with counterparty default. If the predetermined events including counterparty default occur, these enforceable master netting arrangements or similar agreements give the Group the right to offset derivative receivables and derivative payables and related financial collateral such as cash and securities with the same counterparty.

Repurchase and resale agreements and securities lending and borrowing transactions

Repurchase and resale agreements and securities lending and borrowing transactions are generally covered by industry standard master repurchase agreements and industry standard master securities lending agreements with netting terms to manage mainly credit risks associated with counterparty default. In the event of default by the counterparty, these agreements with netting terms provide the Group with the right to offset receivables and payables related to such transactions with the same counterparty, and to liquidate the collateral held.

The following table provides information about the offsetting of financial assets and financial liabilities at March 31, 2016 and 2017. The table includes derivatives, repurchase and resale agreements, and securities lending and borrowing transactions that are subject to enforceable master netting arrangements or similar agreements irrespective of whether or not they are offset on the Group’s consolidated balance sheets.


							Amounts not offset on the balance sheet⁽³⁾
	Gross amounts recognized		Gross amounts offset on the balance sheet		Net amounts presented on the balance sheet⁽²⁾		Financial instruments⁽⁴⁾			Cash collateral			Net amounts
	(in billions of yen)
2016
Assets⁽¹⁾:
Derivatives		14,130		—		14,130		(12,167	)		(599	)		1,364
Receivables under resale agreements		7,490		—		7,490		(7,461	)		—			29
Receivables under securities borrowing transactions		3,327		—		3,327		(3,318	)		—			9

Total		24,947		—		24,947		(22,946	)		(599	)		1,402

Liabilities⁽¹⁾:
Derivatives		13,652		—		13,652		(12,043	)		(748	)		861
Payables under repurchase agreements		16,507		—		16,507		(16,464	)		—			43
Payables under securities lending transactions		2,538		—		2,538		(2,531	)		—			7

Total		32,697		—		32,697		(31,038	)		(748	)		911

2017
Assets⁽¹⁾:
Derivatives		10,608		—		10,608		(8,966	)		(620	)		1,022
Receivables under resale agreements		8,698		—		8,698		(8,662	)		—			36
Receivables under securities borrowing transactions		3,127		—		3,127		(3,116	)		—			11

Total		22,433		—		22,433		(20,744	)		(620	)		1,069

Liabilities⁽¹⁾:
Derivatives		10,405		—		10,405		(8,866	)		(901	)		638
Payables under repurchase agreements		17,446		—		17,446		(17,391	)		—			55
Payables under securities lending transactions		1,458		—		1,458		(1,455	)		—			3

Total		29,309		—		29,309		(27,712	)		(901	)		696

F-106

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Notes:

(1)

Amounts relating to master netting arrangements or similar agreements where the MHFG Group does not have the legal right of set-off or where uncertainty exists as to the enforceability of these agreements are excluded. For derivatives, the table includes amounts relating to over-the-counter (“OTC”) and OTC-cleared derivatives that are subject to enforceable master netting arrangements or similar agreements.

(2)	Derivative assets and liabilities are recorded in Trading account assets and Trading account liabilities, respectively.

(3)	Amounts do not exceed the net amounts presented on the balance sheet and do not include the effect of overcollateralization, where it exists.

(4)	For derivatives, amounts include derivative assets or liabilities and securities collateral that are eligible for offsetting under enforceable master netting arrangements or similar agreements.

30. Repurchase agreements and securities lending transactions accounted for as secured borrowings

The following table shows the gross amounts of liabilities associated with repurchase agreements and securities lending transactions, by remaining contractual maturity at March 31, 2016 and 2017:


	Overnight and continuous		Up to 30 days		31-90 days		Greater than 90 days		Total
	(in billions of yen)
2016
Repurchase agreements		6,289		6,125		3,582		837		16,833
Securities lending transactions		1,909		700		—		236		2,845

Total		8,198		6,825		3,582		1,073		19,678

2017
Repurchase agreements		249		12,700		3,897		1,124		17,970
Securities lending transactions		320		1,359		—		240		1,919

Total		569		14,059		3,897		1,364		19,889

The following table shows the gross amounts of liabilities associated with repurchase agreements and securities lending transactions, by class of underlying collateral at March 31, 2016 and 2017:


	Repurchase agreements		Securities lending transactions
	(in billions of yen)
2016
Japanese government bonds and Japanese local government bonds		532		1,891
Foreign government bonds and foreign agency mortgage-backed securities		15,781		700
Commercial paper and corporate bonds		221		27
Equity securities		141		185
Other		158		42

Total ^(Note)		16,833		2,845

2017
Japanese government bonds and Japanese local government bonds		1,127		1,152
Foreign government bonds and foreign agency mortgage-backed securities		15,782		375
Commercial paper and corporate bonds		294		47
Equity securities		578		320
Other		189		25

Total ^(Note)		17,970		1,919

F-107

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note:

Amounts exceeded the gross amounts recognized in Note 29 “Offsetting of financial assets and financial liabilities” by ¥633 billion and ¥985 billion, at March 31, 2016 and 2017, respectively, which excluded the amounts relating to master netting agreements or similar agreements where the MHFG Group did not have the legal right of set-off or where uncertainty exists as to the enforceability.

The MHFG Group is required to post securities as collateral with a fair value equal to or in excess of the principal amount of the cash borrowed under repurchase agreements. For securities lending transactions, the Group receives collateral in the form of cash. These contracts involve risks, including (1) the counterparty may fail to return the securities at maturity and (2) the fair value of the securities posted may decline below the amount of the Group’s obligation and therefore the counterparty may require additional amounts. The Group attempts to mitigate these risks by entering into transactions mainly with central counterparty clearing houses which revalue assets and perform margin maintenance activities on a daily basis, diversifying the maturities and counterparties, and using mainly highly liquid securities.

31. 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 their associates in their ordinary course of business. At March 31, 2016 and 2017, outstanding loans to such related parties were not considered significant. These related party loans were made on substantially the same terms, including interest rate and collateral, as those prevailing at the same time for comparable transactions with unrelated parties. At March 31, 2016 and 2017, 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, 2015, 2016 and 2017. The outstanding amounts of these transactions, which were made in the ordinary course of business with substantially the same terms as those for comparable transactions 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 for comparable transactions with unrelated parties.

32. Business segment information

The MHFG Group has introduced an in-house company system based on its diverse customer segments as of April 2016. The aim of this system is to leverage the Group’s strengths and competitive advantage, which is the seamless integration of the Group’s banking, trust and securities functions under a holding company structure, to speedily provide high-quality financial services that closely match customer needs.

Specifically, the company system is classified into the following five in-house companies, each based on a customer segment: the Retail & Business Banking Company, the Corporate & Institutional Company, the Global Corporate Company, the Global Markets Company, and the Asset Management Company. These customer segments are regarded as operating segments.

F-108

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In line with the aforementioned system, the reportable segments have been changed from those based on the relevant principal consolidated subsidiaries to the five in-house companies. The services that each in-house company is in charge of are as follows.

Retail & Business Banking Company

This company provides financial services for individual customers, small and medium-sized enterprises and middle market firms in Japan.

Corporate & Institutional Company

This company provides financial services for large corporations, financial institutions and public corporations in Japan.

Global Corporate Company

This company provides financial services for Japanese overseas affiliated corporate customers and non-Japanese corporate customers, etc.

Global Markets Company

This company invests in financial products with market risk, such as interest rate risk, equity risk, and credit risk.

Asset Management Company

This company develops financial products and provides financial services that match the asset management needs of its wide range of customers from individuals to institutional investors.

The reportable segment information, set forth below, is derived from the internal management reporting systems used by management to measure the performance of the Group’s operating segments. Management measures the performance of each of the operating segments in accordance with internal managerial accounting rules and practices. In addition, the format and information are presented primarily on the basis of Japanese GAAP. Therefore, they are not consistent with the consolidated financial statements prepared in accordance with U.S. GAAP. A reconciliation is provided for the total amount of each business segment’s net business profits with income before income tax expense under U.S. GAAP.

F-109

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Management does not use information on business segment’s assets to allocate resources and assess performance and has not prepared information on the segment’s assets. Accordingly, information on the segment’s assets is not available.


	MHFG (Consolidated)
2016⁽¹⁾	Retail & Business Banking Company			Corporate & Institutional Company		Global Corporate Company		Global Markets Company		Asset Management Company		Others⁽³⁾			Total
	(in billions of yen)
Gross profits		676.4			434.9		403.8		577.7		52.1		76.7			2,221.6
General and administrative expenses		661.2			183.2		232.7		178.9		30.1		58.9			1,345.0
Others		—			—		—		—		—		(23.7	)		(23.7	)

Net business profits (losses)⁽²⁾		15.2			251.7		171.1		398.8		22.0		(5.9	)		852.9


	MHFG (Consolidated)
2017	Retail & Business Banking Company			Corporate & Institutional Company		Global Corporate Company		Global Markets Company		Asset Management Company		Others⁽³⁾			Total
	(in billions of yen)
Gross profits		646.1			445.1		386.5		539.4		49.6		26.0			2,092.7
General and administrative expenses		678.3			186.7		237.8		200.9		29.3		87.5			1,420.5
Others		—			—		—		—		—		(8.8	)		(8.8	)

Net business profits (losses)⁽²⁾		(32.2	)		258.4		148.7		338.5		20.3		(70.3	)		663.4

Notes:

(1)

Following the introduction of an in-house company system based on customer segments in April 2016, segment information for the fiscal year ended March 31, 2016 was restated to reflect the relevant changes as transaction data on a customer segment basis had been maintained. Due to such data not being available, it is impracticable to restate segment information for the fiscal year ended March 31, 2015.

(2)

(3)	“Others” includes items which should be eliminated as internal transactions between each segment on a consolidated basis.

F-110

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Before the introduction of the in-house company system, business segment information was disclosed based on the relevant principal consolidated subsidiaries such as MHBK, MHTB, and MHSC. Segment information based on the relevant principal consolidated subsidiaries for the fiscal years ended March 31, 2015, 2016 and 2017 is as follows:


2015⁽¹⁾⁽²⁾	MHBK (Consolidated)																							MHTB (Consolidated)			MHSC (Consolidated)		Others			MHFG (Consolidated)
				MHBK (Non-consolidated)																	Others
	Total			Total		Personal Banking (a)		Retail Banking (b)		Corporate Banking (Large Corporations) (c)		Corporate Banking (d)		Financial Institutions & Public Sector Business (e)		Inter- national Banking (f)		Trading and others (g)			(h)			(i)			(j)		(k)			Total
(in billions of yen)
Gross profits:
Net interest income		1,087.3			934.9		213.4		77.6		179.5		99.6		33.3		147.1		184.4			152.4			39.4			1.8		0.9			1,129.4
Net noninterest income		598.4			560.6		48.7		53.7		128.0		79.8		27.4		164.9		58.1			37.8			122.6			335.8		61.5			1,118.3

Total		1,685.7			1,495.5		262.1		131.3		307.5		179.4		60.7		312.0		242.5			190.2			162.0			337.6		62.4			2,247.7
General and administrative expenses		904.7			833.7		233.5		118.4		94.4		76.5		30.3		92.6		188.0			71.0			94.5			268.0		54.0			1,321.2
Others		(43.2	)		—		—		—		—		—		—		—		—			(43.2	)		(3.7	)		—		(2.7	)		(49.6	)

Net business profits⁽³⁾		737.8			661.8		28.6		12.9		213.1		102.9		30.4		219.4		54.5			76.0			63.8			69.6		5.7			876.9


2016⁽²⁾	MHBK (Consolidated)																							MHTB (Consolidated)			MHSC (Consolidated)		Others			MHFG (Consolidated)
				MHBK (Non-consolidated)																	Others
	Total			Total		Personal Banking (a)		Retail Banking (b)		Corporate Banking (Large Corporations) (c)		Corporate Banking (d)		Financial Institutions & Public Sector Business (e)		Inter- national Banking (f)		Trading and others (g)			(h)			(i)			(j)		(k)			Total
(in billions of yen)
Gross profits:
Net interest income		959.4			830.1		214.8		75.7		173.0		97.5		32.5		175.5		61.1			129.3			36.1			5.4		2.8			1,003.7
Net noninterest income		675.3			633.7		45.0		53.1		143.7		77.5		31.8		185.1		97.5			41.6			130.7			343.8		68.1			1,217.9

Total		1,634.7			1,463.8		259.8		128.8		316.7		175.0		64.3		360.6		158.6			170.9			166.8			349.2		70.9			2,221.6
General and administrative expenses		903.3			833.3		234.4		118.6		91.9		75.2		29.8		122.1		161.3			70.0			99.1			279.3		63.3			1,345.0
Others		(22.1	)		—		—		—		—		—		—		—		—			(22.1	)		(4.2	)		—		2.5			(23.8	)

Net business profits (losses)⁽³⁾		709.3			630.5		25.4		10.2		224.8		99.8		34.5		238.5		(2.7	)		78.8			63.5			69.9		10.1			852.8

F-111

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


2017⁽²⁾⁽⁴⁾	MHBK (Consolidated)								MHTB (Consolidated)			MHSC (Consolidated)			Others		MHFG (Consolidated)
				MHBK (Non-consolidated)		Others
	Total			(a)-(g) Total		(h)			(i)			(j)			(k)		Total
	(in billions of yen)
Gross profits:
Net interest income (expense)		836.5			719.8		116.7			30.2			(1.5	)		2.6		867.8
Net noninterest income		686.7			600.6		86.1			121.8			333.1			83.3		1,224.9

Total		1,523.2			1,320.4		202.8			152.0			331.6			85.9		2,092.7
General and administrative expenses		982.7			866.6		116.1			101.6			257.5			78.7		1,420.5
Others		(8.7	)		—		(8.7	)		(5.2	)		0.1			5.0		(8.8	)

Net business profits⁽³⁾		531.8			453.8		78.0			45.2			74.2			12.2		663.4

Notes:

(1)	Beginning on April 1, 2015, new allocation methods have been applied to the calculation of “Gross profits” and “General and administrative expenses” for reportable segments of MHBK. Figures for the fiscal year ended March 31, 2015 have been restated for the new allocation methods.

(2)	“Others (h)” and “Others (k)” include the elimination of transactions between consolidated subsidiaries.

(3)

(4)	Segment information based on the relevant principal consolidated subsidiaries for the fiscal year ended March 31, 2017 is presented for comparability purposes. Due to system limitations, it is impracticable to present the details of MHBK (Non-consolidated).

F-112

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Reconciliation

As explained above, the measurement bases of the internal management reporting systems and the income and expenses items included are different from the accompanying consolidated statements of income. Therefore, it is impracticable to present reconciliations of all the business segment’s information, other than net business profits, to the corresponding items in the accompanying consolidated statements of income. A reconciliation of total net business profits under the internal management reporting systems for the fiscal years ended March 31, 2015, 2016 and 2017 presented above to income before income tax expense shown on the consolidated statements of income is as follows:


	2015			2016			2017
	(in billions of yen)
Net business profits		876.9			852.8			663.4

U.S. GAAP adjustments		230.8			201.3			(387.8	)
(Provision) credit for loan losses		60.2			(34.6	)		(37.7	)
Net gains (losses) related to equity investments		160.1			188.4			259.6
Non-recurring personnel expense		(8.0	)		(3.9	)		(8.8	)
Gains on disposal of premises and equipment		2.8			10.2			5.6
(Provision) credit for losses on off-balance-sheet instruments		2.8			16.4			(19.5	)
Others—net		(57.9	)		(34.0	)		5.6

Income before income tax expense		1,267.7			1,196.6			480.4

F-113

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

33. 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.


			Americas
	Japan		United States of America		Others		Europe		Asia/Oceania excluding Japan, and others		Total
	(in billions of yen)
Fiscal year ended March 31, 2015:
Total revenue ⁽¹⁾		2,396.9		324.1		102.4		211.8		223.7		3,258.9
Total expenses ⁽²⁾		1,459.9		210.8		24.3		133.8		162.4		1,991.2

Income before income tax expense		937.0		113.3		78.1		78.0		61.3		1,267.7

Net income		565.6		79.7		76.2		74.3		34.4		830.2

Total assets at end of fiscal year		127,468.2		31,074.9		4,871.0		10,880.6		15,819.7		190,114.4

Fiscal year ended March 31, 2016:
Total revenue ⁽¹⁾		2,288.5		434.4		45.7		187.5		428.0		3,384.1
Total expenses ⁽²⁾		1,534.2		282.6		28.7		126.2		215.8		2,187.5

Income before income tax expense		754.3		151.8		17.0		61.3		212.2		1,196.6

Net income		464.7		136.9		15.4		51.1		182.0		850.1

Total assets at end of fiscal year		133,157.1		28,985.3		4,227.5		11,616.9		15,823.4		193,810.2

Fiscal year ended March 31, 2017:
Total revenue ⁽¹⁾		1,748.3		500.3		70.3		190.7		367.5		2,877.1
Total expenses ⁽²⁾		1,712.3		303.2		29.1		136.2		215.9		2,396.7

Income before income tax expense		36.0		197.1		41.2		54.5		151.6		480.4

Net income		5.7		167.6		38.8		39.5		137.5		389.1

Total assets at end of fiscal year		138,832.3		30,262.0		4,203.3		10,629.1		16,529.6		200,456.3

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-114

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

34. Mizuho Financial Group, Inc., parent company

The following tables present the parent company only financial information of MHFG:

Condensed balance sheets


	2016		2017
	(in millions of yen)
Assets:
Cash and due from banks		137		15,912
Interest-bearing deposits in other banks		16,305		4,278
Investments in subsidiaries and affiliated companies		8,840,003		8,993,388
Long-term loans receivable from subsidiaries		624,518		2,697,250
Other		400,590		477,375

Total		9,881,553		12,188,203

Liabilities and shareholders’ equity:
Short-term borrowings		1,186,345		1,156,100
Long-term debt		584,518		2,632,250
Other liabilities		96,139		138,496
Shareholders’ equity		8,014,551		8,261,357

Total		9,881,553		12,188,203

Condensed statements of income


	2015		2016		2017
	(in millions of yen)
Income:
Dividends from subsidiaries and affiliated companies:
Banking subsidiaries		316,035		272,070		300,530
Non-banking subsidiaries and affiliated companies		28,633		20,814		27,618
Management fees from subsidiaries		32,163		39,267		48,594
Interest Income on Loans and Discounts		799		9,630		39,359
Other income		37,308		1,855		21,054

Total		414,938		343,636		437,155

Expenses:
Operating expenses		26,855		31,063		38,927
Interest expense		8,937		11,914		38,759
Bond issuance cost		865		3,230		9,835
Other expense		1,828		5,973		7,708

Total		38,485		52,180		95,229

Equity in undistributed net income of subsidiaries		427,037		559,553		21,251

Income before income tax expense		803,490		851,009		363,177
Income tax expense		442		517		737

Net income		803,048		850,492		362,440

F-115

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Condensed statements of cash flows


	2015			2016			2017
	(in millions of yen)
Cash flows from operating activities:
Net income		803,048			850,492			362,440
Adjustments and other		(460,230	)		(546,946	)		(40,595	)

Net cash provided by operating activities		342,818			303,546			321,845

Cash flows from investing activities:
Net change in loans		(150,000	)		(479,948	)		(2,022,860	)
Purchases of premises and equipment		(159,670	)		(165	)		(40,362	)
Payments for purchases of securities of subsidiaries		—			(2,249	)		(65,269	)
Proceeds from withdrawal of securities of subsidiaries		—			—			13,359
Net change in other investing activities		3,294			1,872			6,691

Net cash used in investing activities		(306,376	)		(480,490	)		(2,108,441	)

Cash flows from financing activities:
Net change in short-term borrowings		130,000			(10,000	)		(30,000	)
Proceeds from issuance of long-term debt		150,000			479,948			2,022,860
Repayment of long-term debt		(141,200	)		(98,800	)		—
Proceeds from issuance of common stock		6			5			6
Purchases of treasury stock		(12	)		(13	)		(1,435	)
Dividends paid		(176,186	)		(195,283	)		(190,031	)
Net change in other financing activities		1,006			1,001			971

Net cash provided by (used in) financing activities		(36,386	)		176,858			1,802,371

Net increase (decrease) in cash and due from banks		56			(86	)		15,775
Cash and due from banks at beginning of fiscal year		167			223			137

Cash and due from banks at end of fiscal year		223			137			15,912

F-116

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 7, 2017

EXHIBIT INDEX


Exhibit Number		Description of Exhibits
1.1		Articles of Incorporation of Mizuho Financial Group, Inc., dated June 23, 2017 (English Translation)

1.2		Regulations of the Board of Directors of Mizuho Financial Group, Inc., as amended on April 1, 2017 (English Translation)

1.3		Share Handling Regulations of Mizuho Financial Group, Inc., dated June 23, 2017 (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. (English Translation)**

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

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

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

15		Consent of Independent Registered Public Accounting Firm

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.DEF		XBRL Taxonomy Extension Definition Linkbase

101.LAB		XBRL Taxonomy Extension Label Linkbase

101.PRE		XBRL Taxonomy Extension Presentation Linkbase

*	Incorporated by reference to our annual report on Form 20-F (No. 001-33098) filed on July 23, 2015.

**	Incorporated by reference to our annual report on Form 20-F (No. 001-33098) filed on July 21, 2016.