UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

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

        For the fiscal year ended March 31, 2009

OR

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

OR

¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

        Date of event requiring this shell company report

                      For the transition period 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)

5-1, Marunouchi 2-chome

Chiyoda-ku, Tokyo 100-8333

Japan

(Address of principal executive offices)

Tatsuya Yamada, +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, 2009, the following shares of capital stock were outstanding: (1) 11,178,940,660 shares of common stock (including 11,335,903 shares of common stock held by the registrant as treasury stock), (2) 914,752,000 shares of eleventh series class XI preferred stock, and (3) 36,690,000 shares of thirteenth series class XIII preferred stock.

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

Yes  x    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  x

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  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to 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, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  x Accelerated filer  ¨ Non-accelerated filer  ¨

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

U.S. GAAP  x 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  x

(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		5
	3.A.	Selected Financial Data	5
	3.B.	Capitalization and Indebtedness	10
	3.C.	Reasons for the Offer and Use of Proceeds	10
	3.D.	Risk Factors	11
ITEM 4.	Information on the Company		19
	4.A.	History and Development of the Company	19
	4.B.	Business Overview	20
	4.C.	Organizational Structure	39
	4.D.	Property, Plant and Equipment	41
ITEM 4A.	Unresolved Staff Comments		41
ITEM 5.	Operating and Financial Review and Prospects		42
ITEM 6.	Directors, Senior Management and Employees		123
	6.A.	Directors and Senior Management	123
	6.B.	Compensation	132
	6.C.	Board Practices	132
	6.D.	Employees	134
	6.E.	Share Ownership	134
ITEM 7.	Major Shareholders and Related Party Transactions		136
	7.A.	Major Shareholders	136
	7.B.	Related Party Transactions	137
	7.C.	Interests of Experts and Counsel	138
ITEM 8.	Financial Information		139
	8.A.	Consolidated Statements and Other Financial Information	139
	8.B.	Significant Changes	139
ITEM 9.	The Offer and Listing		140
	9.A.	Listing Details	140
	9.B.	Plan of Distribution	141
	9.C.	Markets	142
	9.D.	Selling Shareholders	142
	9.E.	Dilution	142
	9.F.	Expenses of the Issue	142
ITEM 10.	Additional Information		143
	10.A.	Share Capital	143
	10.B.	Memorandum and Articles of Association	143
	10.C.	Material Contracts	153
	10.D.	Exchange Controls	153
	10.E.	Taxation	155
	10.F.	Dividends and Paying Agents	160
	10.G.	Statement by Experts	160
	10.H.	Documents on Display	160
	10.I.	Subsidiary Information	160

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		Page
ITEM 11.	Quantitative and Qualitative Disclosures about Market Risk	161
ITEM 12.	Description of Securities Other than Equity Securities	177
ITEM 13.	Defaults, Dividend Arrearages and Delinquencies	178
ITEM 14.	Material Modifications to the Rights of Securities Holders and Use of Proceeds	178
ITEM 15.	Controls and Procedures	178
ITEM 16A.	Audit Committee Financial Expert	179
ITEM 16B.	Code of Ethics	179
ITEM 16C.	Principal Accountant Fees and Services	179
ITEM 16D.	Exemptions from the Listing Standards for Audit Committees	180
ITEM 16E.	Purchase of Equity Securities by the Issuer and Affiliated Purchasers	181
ITEM 16F.	Change in Registrant’s Certifying Accountant	181
ITEM 16G.	Corporate Governance	181
ITEM 17.	Financial Statements	183
ITEM 18.	Financial Statements	183
ITEM 19.	Exhibits	183
Selected Statistical Data		A-1
Index to Consolidated Financial Statements		F-1

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION

In this annual report, “we,” “us,” and “our” refer to Mizuho Financial Group, Inc. and, unless the context indicates otherwise, its consolidated subsidiaries. “Mizuho Financial Group” refers to Mizuho Financial Group, Inc. Furthermore, unless the context indicates otherwise, these references are intended to refer to us as if we had been in existence in our current form for all periods referred to herein.

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

In this annual report, references to “U.S. dollars,” “dollars” and “$” refer to the lawful currency of the United States and those to “yen” and “¥” refer to the lawful currency of Japan.

In this annual report, all yen figures and percentages have been rounded to the figures shown, except for those yen figures and percentages in “Item 3.A. Key Information—Selected Financial Data—Japanese GAAP Selected Consolidated Financial Information,” which have been truncated to the figures shown, and unless otherwise specified. Accordingly, the total of each column of figures may not be equal to the total of the individual items.

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 Japanese yen.

We usually hold the ordinary general meeting of shareholders of Mizuho Financial Group in June of each year in Chiyoda-ku, Tokyo.

FORWARD-LOOKING STATEMENTS

We may from time to time make written or oral forward-looking statements. Written forward-looking statements may appear in documents filed with the Securities and Exchange Commission, including this annual report, and other reports to shareholders and other communications.

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

This annual report contains forward-looking statements regarding the intent, belief or current expectations of our management with respect to our financial condition and future results of operations. In many cases, but not all, we use such words as “aim,” “anticipate,” “believe,” “endeavor,” “estimate,” “expect,” “intend,” “may,” “plan,” “probability,” “project,” “risk,” “seek,” “should,” “strive,” “target” and similar expressions in relation to us or our management to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions. These statements reflect our current views with respect to future events and are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results may vary materially from those we currently anticipate. Potential risks and uncertainties include, without limitation, the following:

• incurrence of significant credit-related costs;

• declines in the value of our securities portfolio, including as a result of the declines in stock markets and the impact of the dislocation in the global financial markets stemming from U.S. subprime loan issues;

3

• 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;

• the effect of changes in general economic conditions in Japan and elsewhere;

• our ability to avoid reputational harm; and

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

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.

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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, 2007, 2008 and 2009 which have been derived from the audited consolidated financial statements of Mizuho Financial Group prepared in accordance with U.S. GAAP included in this annual report.

The second table below sets forth selected consolidated financial data of Mizuho Financial Group as of and for the fiscal years ended March 31, 2005, 2006, 2007, 2008 and 2009 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, 2007, 2008 and 2009 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.

5

U.S. GAAP Selected Consolidated Financial Information

	As of and for the fiscal years ended March 31,
	2007		2008			2009
	(in millions of yen, except per share data and percentages)
Statement of income data:
Interest and dividend income	¥	2,639,307	¥	3,110,260		¥	2,384,191
Interest expense		1,571,389		1,911,522			1,102,015
Net interest income		1,067,918		1,198,738			1,282,176
Provision (credit) for loan losses		182,115		(57,766	)		567,396
Net interest income after provision (credit) for loan losses		885,803		1,256,504			714,780
Noninterest income		1,195,948		1,094,943			452,227
Noninterest expenses		1,294,648		1,450,653			1,463,546
Income (loss) before income tax expense		787,103		900,794			(296,539	)
Income tax expense		163,221		672,176			761,908
Net income (loss)	¥	623,882	¥	228,618		¥	(1,058,447	)
Net income (loss) attributable to common shareholders		600,408		208,643			(1,077,787	)
Amounts per share(2):
Basic earnings per common share—net income (loss) attributable to common shareholders	¥	51.73	¥	18.17		¥	(95.96	)
Diluted earnings per common share—net income (loss) attributable to common shareholders	¥	48.71	¥	16.77		¥	(95.96	)
Number of shares used to calculate basic earnings per common share (in thousands)		11,607,550		11,479,942			11,231,269
Number of shares used to calculate diluted earnings per common share (in thousands)		12,713,841		13,568,015			11,231,269
Cash dividends per share declared during the fiscal year:
Common stock	¥	4.00	¥	7.00		¥	10.00
	$	0.03	$	0.07		$	0.10
Fourth series class IV preferred stock	¥	47.60		—			—
	$	0.40		—			—
Sixth series class VI preferred stock	¥	42.00		—			—
	$	0.36		—			—
Eleventh series class XI preferred stock	¥	20.00	¥	20.00		¥	20.00
	$	0.17	$	0.20		$	0.20
Thirteenth series class XIII preferred stock	¥	30.00	¥	30.00		¥	30.00
	$	0.26	$	0.30		$	0.30

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	As of and for the fiscal years ended March 31,
	2007			2008			2009
	(in millions of yen, except per share data and percentages)
Balance sheet data:
Total assets	¥	147,381,279		¥	151,317,756		¥	155,083,031
Loans, net of allowance		68,236,720			67,572,004			71,787,309
Total liabilities		142,376,976			147,749,599			154,045,851
Deposits		83,751,304			86,429,065			87,075,727
Long-term debt		7,073,936			7,618,910			8,017,770
Common stock		3,532,492			3,437,420			3,386,792
Shareholders’ equity		4,662,700			3,268,800			846,047
Other financial data:
Return on equity and assets:
Net income (loss) attributable to common shareholders as a percentage of total average assets		0.42	%		0.14	%		(0.73	)%
Net income (loss) attributable to common shareholders as a percentage of average shareholders’ equity		14.69	%		5.20	%		(48.50	)%
Dividends per common share as a percentage of basic earnings per common share		13.53	%		55.02	%		(10.42	)%
Average shareholders’ equity as a percentage of total average assets		2.87	%		2.73	%		1.51	%
Net interest income as a percentage of total average interest-earning assets		0.79	%		0.86	%		0.92	%

Notes:

(1) Yen amounts for cash dividends per share for the fiscal years ended March 31, 2007, 2008 and 2009 are expressed in U.S. dollars at the rate of ¥117.56 = $1.00, ¥99.85 = $1.00 and ¥99.15 = $1.00, respectively. These rates are the noon buying rates on March 31, 2007, 2008 and 2009 in New York City for cable transfers in yen as certified for customs purposes by the Federal Reserve Bank of New York.

(2) Under the new central book-entry transfer system in Japan, which became effective in January 2009, fractional shares are not eligible for book-entry transfer. Accordingly, an allotment of shares or fractions of a share without consideration was made to all shareholders and holders of fractional shares at the rate of 999 shares per 1 share and 9.99 shares per every 0.01 of a share, effective on January 4, 2009. The amounts per share for the fiscal years ended March 31, 2007 and 2008 have been adjusted to reflect such allotment.

7

Japanese GAAP Selected Consolidated Financial Information

	As of and for the fiscal years ended March 31,
	2005		2006		2007		2008			2009
	(in millions of yen, except per share data and percentages)
Statement of income data:
Interest income	¥	1,584,415	¥	1,935,048	¥	2,562,642	¥	2,864,796		¥	2,144,436
Interest expense		477,983		872,403		1,472,378		1,801,156			1,075,584
Net interest income		1,106,432		1,062,645		1,090,264		1,063,639			1,068,851
Fiduciary income		63,253		78,843		66,958		64,355			55,891
Net fee and commission income		472,628		555,935		551,124		494,526			416,653
Net trading income		165,059		204,941		261,544		56,149			301,521
Net other operating income (loss)		185,724		100,073		147,507		(17,737	)		(35,951	)
General and administrative expenses		1,091,348		1,095,243		1,091,602		1,124,527			1,192,701
Other income		735,297		502,212		522,816		579,737			260,568
Other expenses		693,989		429,265		573,714		630,079			1,280,711
Income (loss) before income taxes and minority interests		943,059		980,142		974,898		486,062			(405,877	)
Income taxes:
Current		19,817		64,038		43,267		32,212			48,247
Deferred		235,227		185,035		223,699		118,546			109,103
Minority interests in net income		60,630		81,164		86,965		24,079			25,586
Net income (loss)	¥	627,383	¥	649,903	¥	620,965	¥	311,224		¥	(588,814	)
Net income (loss) per share(1):
Basic	¥	54,625.61	¥	55,157.14	¥	51,474.49	¥	25,370.25		¥	(54.14	)
Diluted		37,719.13		46,234.51		48,803.07		24,640.00			—	(2)
Cash dividends per share declared during the fiscal year(1)(3):
Common stock	¥	3,000	¥	3,500	¥	4,000	¥	7,000		¥	10,000
	$	27.98	$	29.79	$	34.03	$	70.11		$	100.86
First series class I preferred stock	¥	22,500		—		—		—			—
	$	209.85		—		—		—			—
Second series class II preferred stock	¥	8,200	¥	8,200		—		—			—
	$	76.48	$	69.80		—		—			—
Third series class III preferred stock	¥	14,000	¥	14,000		—		—			—
	$	130.57	$	119.17		—		—			—
Fourth series class IV preferred stock	¥	47,600	¥	47,600	¥	47,600		—			—
	$	443.95	$	405.18	$	404.90		—			—
Sixth series class VI preferred stock	¥	42,000	¥	42,000	¥	42,000		—			—
	$	391.72	$	357.51	$	357.26		—			—
Seventh series class VII preferred stock	¥	11,000	¥	11,000		—		—			—
	$	102.59	$	93.63		—		—			—
Eighth series class VIII preferred stock	¥	8,000	¥	8,000		—		—			—
	$	74.61	$	68.10		—		—			—
Ninth series class IX preferred stock	¥	17,500		—		—		—			—
	$	163.22		—		—		—			—

8

	As of and for the fiscal years ended March 31,
	2005			2006			2007			2008			2009
	(in millions of yen, except per share data and percentages)
Tenth series class X preferred stock	¥	5,380		¥	5,380			—			—			—
	$	50.18		$	45.80			—			—			—
Eleventh series class XI preferred stock	¥	20,000		¥	20,000		¥	20,000		¥	20,000		¥	20,000
	$	186.53		$	170.24		$	170.13		$	200.30		$	201.71
Twelfth series class XI preferred stock	¥	2,500			—			—			—			—
	$	23.32			—			—			—			—
Thirteenth series class XIII preferred stock	¥	30,000		¥	30,000		¥	30,000		¥	30,000		¥	30,000
	$	279.80		$	255.36		$	255.19		$	300.45		$	302.57
Balance sheet data:
Total assets	¥	143,076,236		¥	149,612,794		¥	149,880,031		¥	154,412,105		¥	152,723,070
Loans and bills discounted(4)		62,917,336			65,408,672			65,964,301			65,608,705			70,520,224
Securities		36,047,035			37,702,957			36,049,983			33,958,537			30,173,632
Deposits(5)		80,368,058			82,367,125			83,608,304			86,264,041			86,539,020
Shareholders’ equity(6)		3,905,726			4,804,993			—			—			—
Net assets(6)		—			—			6,724,408			5,694,159			4,186,606
Risk-adjusted capital data(7):
Tier 1 capital	¥	4,172,047		¥	4,555,947		¥	4,933,561		¥	4,880,188		¥	3,766,364
Total qualifying capital		8,020,233			8,993,255			8,841,383			7,708,341			6,226,996
Total risk adjusted assets		67,324,998			77,534,548			70,795,493			65,872,866			58,983,932
Tier 1 capital ratio		6.19	%		5.87	%		6.96	%		7.40	%		6.38	%
Capital adequacy ratio		11.91	%		11.59	%		12.48	%		11.70	%		10.55	%

Notes:

(1) Under the new central book-entry transfer system in Japan, which became effective in January 2009, fractional shares are not eligible for book-entry transfer. Accordingly, an allotment of shares or fractions of a share without consideration was made to all shareholders and holders of fractional shares at the rate of 999 shares per 1 share and 9.99 shares per every 0.01 of a share, effective on January 4, 2009. The amounts per share in the table above through the fiscal year ended March 31, 2008 do not reflect such allotment.

(2) Diluted net income per share is not shown due to net loss per share for the fiscal year ended March 31, 2009.

(3) Yen amounts are expressed in U.S. dollars at the rate of ¥107.22 = $1.00, ¥117.48 = $1.00, ¥117.56 = $1.00, ¥99.85 = $1.00 and ¥99.15 = $1.00 for the fiscal years ended March 31, 2005, 2006, 2007, 2008 and 2009, 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.

(4) Bills discounted refers 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.

(5) Includes negotiable certificates of deposit.

(6) On December 9, 2005, the Accounting Standards Board of Japan issued a new accounting standard for presentation of net assets in the balance sheet, which is effective for fiscal years ending on or after May 1, 2006. Under the new accounting standard, the line item previously presented as “shareholders’ equity” is now presented as “net assets,” and the line items “minority interests” and “net deferred hedge gains or losses, net of taxes” are now presented as components of net assets. Accordingly, the presentations of net assets in the balance sheets as of March 31, 2007, 2008 and 2009 are not directly comparable to shareholders’ equity for prior periods.

9

(7) Risk-adjusted capital data for the fiscal years ended March 31, 2007, 2008 and 2009 are calculated under Basel II basis while those for the fiscal years ended March 31, 2005 and 2006 are calculated under Basel I basis. We adopted the advanced internal ratings-based approach (AIRB approach) for the calculation of risk-adjusted assets associated with credit risk from the fiscal year ended March 31, 2009. For more details on capital adequacy requirements set by the Bank for International Settlements (“BIS”), and the guideline implemented by the FSA 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, real estate sales and leasebacks, land revaluation, business combinations, Financial Stabilization Funds, pension liabilities, consolidation of variable interest entities and deferred taxes. See “Item 5. Operating and Financial Review and Prospects—Reconciliation with Japanese GAAP.” In addition, under Japanese GAAP, a restatement of prior year financial statements reflecting the effect of a change in accounting principles is not permitted, unlike under U.S. GAAP, which generally requires a restatement upon a voluntary change in accounting principles.

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 Japanese 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 March 31,	High	Low	Average(1)	Period end
	(yen per dollar)
2005	114.30	102.26	107.28	107.22
2006	120.93	104.41	113.67	117.48
2007	121.81	110.07	116.55	117.56
2008	124.09	96.88	113.61	99.85
2009	110.48	87.80	100.85	99.15
2010 (through August 14)	100.71	92.33	95.98	94.64
Calendar year 2009
February	98.55	89.09	—	—
March	99.34	93.85	—	—
April	100.71	96.49	—	—
May	99.24	94.45	—	—
June	98.56	95.19	—	—
July	96.41	92.33	—	—
August (through August 14)	97.65	94.64	—	—

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 August 14, 2009 was ¥94.64 = $1.00.

3.B. Capitalization and Indebtedness

Not applicable.

3.C. Reasons for the Offer and Use of Proceeds

Not applicable.

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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 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 construction and real estate, banks and other financial institutions, and wholesale and retail industries is relatively high. We manage our credit portfolio by regularly monitoring the credit profile of each of our customers, 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. In addition, we regularly assess the value of collateral and guarantees. However, depending on trends in the domestic and global economic environment, the business environment in particular industries and other factors, the amount of 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. In the fiscal year ended March 31, 2009, our credit-related costs increased as a result of the deteriorating performance of our corporate customers in and outside of Japan due to the worsening economic environment and the effects of the dislocation in global financial markets as well as the provision for loan losses based on revised assumptions amid the uncertainty regarding the future economic environment. There can be no assurance that credit-related and other costs will not increase in the future as a result of the foregoing or otherwise.

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

We hold substantial investments in marketable equity securities, mainly common stock of Japanese listed companies. In addition to the partial hedges that we apply as we deem necessary in recent years, we sold a portion of such investments, and we may make further sales in the future. 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 which could have a material adverse effect on our financial condition and results of operations. In the fiscal year ended March 31, 2009, we incurred significant impairment and other losses as a result of the decline in Japanese and other stock markets. 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. As a result, 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,

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primarily yen interest rates, could lead to unrealized losses of bonds or losses from sales of bonds. In addition, mainly due to differences in maturities between financial assets and liabilities, changes in interest rates could have an adverse affect 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 a significant increase in interest rates, including as a result of a change in Japanese monetary policy 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. Since the fiscal year ended March 31, 2008, we incurred significant losses related to declines in the value of our investments in securitization products and other assets as a result of significant decrease in the market liquidity amidst the dislocation in global financial markets stemming from U.S. subprime loan issues. See “Item 5. Operating and Financial Review and Prospects—Overview—Business Trends.” If the market liquidity of our assets decreases significantly in the future, including as a result of the dislocation in global financial markets mentioned above, 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 decline in deferred tax assets due to a change in our estimation of future taxable income could adversely affect our financial condition and results of operations.

We recorded deferred tax assets based on a reasonable estimation of future taxable income in accordance with applicable accounting standards. Our financial condition and results of operations could be materially and adversely affected if our deferred tax assets decline due to a change in our estimation of future taxable income and other factors.

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

The accounting and valuation methods applied to credit and equity derivatives and other financial transactions that we enter into for hedging and credit risk mitigation purposes are not always consistent with the

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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 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, the maximum amount of net deferred tax assets that can be recorded for the purpose of calculating capital adequacy ratios without diminishing the amount of Tier 1 capital under Japanese capital adequacy regulations is 20% of Tier 1 capital. 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, our capital adequacy ratios could decline.

If the capital adequacy ratios of us and our banking subsidiaries fall below specified levels, the Financial Services Agency could require us to take corrective actions, including, depending on the level of deficiency, submission of an improvement plan that would strengthen our capital base, a reduction of our total assets or 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.

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

We rely principally on deposits and debentures as our funding sources. In addition, we also raise funds 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

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prevent significant increases in our funding costs or cash flow problems if we encounter difficulties in attracting deposits or otherwise raising funds. Such difficulties could result, among other things, from any of the following:

• adverse developments with respect to our financial condition and results of operations;

• downgrading of our credit ratings or damage to our reputation; or

• a reduction in the size and liquidity of the debt markets due for example to the decline in the domestic and global economy, concerns regarding the financial system or turmoil in financial markets and other factors.

We will be exposed to new or increased risks as we expand the range of our products and services.

We offer a broad range of financial services, including banking, securities, trust 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 business 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 future violations. For example, in October 2007, Mizuho Securities Co., Ltd. received a business improvement order from the Financial Services Agency relating to the receipt of non-public information from its parent bank and the use of such information for customer solicitation. Future 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 in the future could result in losses, regulatory action 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, may not be effective in preventing significant disruptions to our information technology systems caused by,

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among other things, human error, accidents, hacking, computer viruses 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 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 designed to meet the strict requirements of the Personal Information Protection Law of Japan which became fully effective in April 2005, 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 Law 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 future legal proceedings could have a material adverse effect on our financial condition and results of operations.

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

We devote significant resources to strengthening our risk management policies and procedures. Despite this, and particularly in light of the rapid evolution of our operations, our policies and procedures designed to identify,

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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.

U.S. law generally prohibits U.S. persons from doing business with countries designated by the U.S. Department of State as state sponsors of terrorism (the “Designated Countries”), which includes Iran, Cuba, Sudan and Syria, and we maintain policies and procedures to comply with U.S. law. Our non-U.S. offices engage in transactions relating to the Designated Countries on a limited basis and in compliance with applicable laws and regulations, including trade financing with respect to our customers’ export or import transactions, maintenance of correspondent banking accounts and interbank money market transactions. In addition, we maintain a representative office in Iran and provide project financing to entities in Iran. We also maintain correspondent banking accounts for and with, a number of Iranian banks that the U.S. Office of Foreign Assets Control identifies as “specially designated nationals.” 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.

We are aware of initiatives by U.S. governmental entities and U.S. institutional investors, such as pension funds, to adopt laws, regulations or policies prohibiting transactions with or investment in, or requiring divestment from, entities doing business with Iran and other Designated Countries. It is possible that such initiatives may result in our being unable to retain or acquire entities that are subject to such prohibitions as customers or investors in our securities. In addition, depending on socio-political developments, our reputation may suffer due to our association with the Designated Countries. The above circumstances could have a significant adverse effect on our business or the price of our securities.

Our common stock may be subject to dilution as a result of conversion of our convertible preferred stock.

Holders of our eleventh series class XI preferred stock may convert their shares to common stock by requesting us to acquire such shares and issue or transfer common stock to them at any time between July 1, 2008 and June 30, 2016, with mandatory conversion on July 1, 2016. Due to the dilution of our common stock that occurs as a result of the increase in the number of outstanding shares of common stock upon such conversion, the price of our common stock could decline.

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 Company Law, 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 payments on the preferred securities issued by our overseas special purpose companies due to the deterioration of our results of operations and financial condition and/or the restrictions under the Company Law. For more information on restrictions to dividend payments under the Company Law, see “Item 10.B. Additional Information—Memorandum and Articles of Association.”

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

We conduct business operations in Japan as well as overseas, including in the United States, Europe and Asia. If general economic conditions in Japan or other regions were to deteriorate or if the financial markets

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become subject to turmoil, we could experience weakness in our business, as well as deterioration in the quality of our assets. For example, in recent years, we incurred significant losses related to declines in the value of our investments in securitization products, an increase in credit-related costs, an increase in impairment of equity securities and others as a result of the impact of the dislocation in global financial markets and the worsening economic environment. Future deterioration in general economic conditions or financial market turmoil 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 various laws and regulations in and outside of Japan, including those applicable to financial institutions as well as general laws applicable to our business activities. If the laws and regulations that are applicable to us are amended or otherwise changed, for example 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 market for financial services in Japan is increasingly competitive.

Ongoing deregulation in Japan has significantly lowered the barriers to entry with respect to the provision of banking, securities, trust and other financial services. While such deregulation has the effect of increasing our own business opportunities, it also allows other major financial groups, foreign financial institutions, non-bank finance companies, government-affiliated entities such as Japan Post Bank and other financial services providers to enter into new business areas or expand existing businesses. As a result, competition in the financial services industry has been intensifying in recent years and could intensify further in the future. If we are unable to respond effectively to current or future competition, our business, financial condition and results of operations could be adversely affected.

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 influenza A (H1N1). 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 natural disasters and criminal acts.

Negative rumors about us could have an adverse effect on us.

Our business depends on maintaining the trust of depositors and other customers and market participants. Negative rumors about us, spread through media coverage, communications between market participants, Internet postings or otherwise, could lead to our customers and market participants believing factually incorrect information about us and harm our reputation. In the event we are unable to dispel such rumors or otherwise restore our reputation, our business, financial condition, results of operations and the price of our securities could be materially and adversely affected.

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Risks Related to Owning Our Shares

Rights of shareholders under Japanese law may be more limited than under the law of other jurisdictions.

Our articles of incorporation, our regulations of board of directors and Japan’s Company Law govern our corporate affairs. Legal principles relating to such matters as the validity of corporate procedures, directors’ 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 Company Law, only holders of 3% or more of the total voting rights or total outstanding shares are entitled to examine our accounting books and records. Shareholders’ rights under Japanese law may not be as extensive as shareholders’ rights under 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, senior management or corporate auditors, or to enforce against us or those persons judgments obtained in U.S. courts predicated upon the civil liability provisions of the federal securities laws of the United States.

We are a joint stock corporation incorporated under the laws of Japan. Almost all of our directors, senior management and corporate auditors reside outside the United States. Many of the assets of us and these persons are located in Japan and elsewhere outside the United States. It may not be possible, therefore, for U.S. investors to effect service of process within the United States upon us or these persons or to enforce, against us or these persons, judgments obtained in the U.S. courts predicated upon the civil liability provisions of the federal securities laws of the United States. We believe that there is doubt as to the enforceability in Japan, in 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.

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ITEM 4.    INFORMATION ON THE COMPANY

4.A. History and Development of the Company

The Mizuho Group

The Mizuho group was created on September 29, 2000 through the establishment of Mizuho Holdings, Inc. as a holding company of our three predecessor banks, The Dai-Ichi Kangyo Bank, The Fuji Bank and The Industrial Bank of Japan. On October 1, 2000, the respective securities subsidiaries of the predecessor banks merged to form Mizuho Securities, 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, Mizuho Corporate Bank, and a banking subsidiary serving primarily retail and small and medium-sized enterprise customers, 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, Mizuho Corporate Bank, 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. completed a merger. The merged entity, Mizuho Securities, is our subsidiary and listed on the Tokyo Stock Exchange and other Japanese stock exchanges. Through the merger, we aim to improve our service-providing capabilities to our clients and to offer competitive cutting-edge financial services on a global basis.

Principal Capital Expenditures and Divestitures

Since 2007, Mizuho Bank has been purchasing common stock of Credit Saison from time to time, in furtherance of our aim to promote the alliance with Credit Saison, Mizuho Bank and Mizuho Corporate Bank together owned 11.76% of the total outstanding shares of common stock of Credit Saison as of July 30, 2009.

Other Information

Our registered address is 5-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo 100-8333, Japan, and our telephone number is 81-3-5224-1111.

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4.B. Business Overview

General

We offer a variety of financial services, including banking, securities, trust and asset management services.

We align our businesses into the following three Global Groups based on our customers’ needs: the Global Corporate Group; the Global Retail Group; and the Global Asset & Wealth Management Group. The following summarizes the business activities of each of our three Global Groups:

• The Global Corporate Group provides sophisticated banking and securities products and services that meet the various needs of large corporations and other customers in and outside of Japan, utilizing global collaboration between our corporate banking business and securities business as well as our comprehensive financial expertise.

• The Global Retail Group provides a wide range of financial products and services, including those provided through collaborations with our group companies, that meet the diverse needs of individuals, SMEs and middle-market corporations in Japan.

• The Global Asset & Wealth Management Group provides trust, asset management and private banking products and services that meet the diversified and sophisticated needs of our customers.

In our efforts to strengthen our profitability, each Global Group leverages its own capabilities while at the same time strengthens mutual collaboration. We have developed a solid internal control system, including a thorough legal compliance system and advanced risk control system. In order to promote corporate social responsibility, or CSR, we have also engaged in activities mainly in the areas of financial education support and environmental conservation. Regarding our support of financial education, we sponsored academic courses in universities and engaged in joint research programs regarding financial education in schools.

Regarding environmental conservation, we have worked on, among other things, reduction of greenhouse gas emissions, and set goals for paper recycling rates and green purchase ratios, while engaging in project finance in consideration of influences on the natural environment and society in developing regions after becoming the first Japanese bank to adopt the Equator Principles, the international self-regulatory standard in relation to large-scale development projects, in 2003. In addition, we promoted conversion of branches of Mizuho Bank to barrier-free layouts in an effort to become more easily accessible for everyone.

We also reinforced our corporate branding strategy by actively conveying our brand slogan, “Channel to Discovery,” aiming to be “a financial partner that helps customers shape their future and achieve their dreams.”

We further strive to win the trust of our customers in and outside of Japan through those initiatives.

Group Operations

The Global Corporate Group

Mizuho Corporate Bank

Mizuho Corporate Bank provides various sophisticated financial products and services to large Japanese corporations such as corporations listed on Japanese stock exchanges and their affiliates, financial institutions, public sector entities and foreign corporations, including foreign subsidiaries of Japanese corporations. We meet the needs of our customers by utilizing our strengths such as our broad customer base, comprehensive financial expertise and office network which covers major cities in and outside Japan. As of March 31, 2009, customers of Mizuho Corporate Bank and our other group companies included approximately 70% of all companies listed on the Tokyo, Osaka and Nagoya stock exchanges.

Mizuho Corporate Bank engages in customer relationship management through its Global RM Group, while individual financial products and services are developed and provided by the Global Investment Banking Group,

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the Global Transaction Banking Unit and the Global Markets Unit and the Global Alternative Investment Unit. We offer innovative financial products and services to our customers by integrating these two functions. In addition, the Global Portfolio Management Unit actively manages credit risk.

Global RM Group

The Global RM group is divided into the following three business units based on customer segment:

• the Corporate Banking Unit;

• the Financial Institutions & Public Sector Business Unit; and

• the International Banking Unit.

The units serve as our contact points with our customers such as large corporations, financial institutions and public sector entities in and outside Japan.

Corporate Banking Unit

The Corporate Banking Unit engages in relationship management for large Japanese corporations and their affiliates.

In this area, we offer financial products and services on a global basis by utilizing the expertise of our group companies to meet the increasingly diverse and sophisticated needs of our customers. For example, we make proposals related to mergers and acquisitions and business restructuring of our customers in cooperation with sections specializing in those businesses. We also offer suitable financing and optimal solutions for our customers by enhancing cooperation with our group companies including Mizuho Bank, Mizuho Securities and Mizuho Trust & Banking.

Financial Institutions & Public Sector Business Unit

The Financial Institutions & Public Sector Business Unit engages in relationship management for Japanese financial institutions and public sector entities. The unit also engages in businesses related to bonds issued by corporations, financial institutions and public sector entities.

For financial institution customers in Japan, we offer advisory services and solutions by concentrating our various financial expertise, such as financial strategy and risk management, from each Group company to meet the increasingly sophisticated and varied needs of customers.

We aim to provide the ideal solutions to the increasingly diverse needs of Japanese public sector entities. We actively arrange private finance initiatives and syndicated loans to meet their financing needs and propose new finance schemes such as securitization of business assets as well as advisory services related to managerial issues.

Regarding our bond-related businesses, with our extensive experience and achievements as a leading bank in this area, we support our customers’ financing needs by underwriting bonds issued by public sector entities and working as the commissioned bank or fiscal agent for bonds issued by corporations, financial institutions and public sector entities.

International Banking Unit

The International Banking Unit engages in relationship management for foreign corporations, including foreign subsidiaries of Japanese corporations.

We support our Japanese customers to expand their foreign operations, utilizing our financial expertise as well as alliances with foreign financial institutions. In particular, we are promoting the support of our Japanese

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corporate customers in connection with their entry into the Chinese market by offering advisory and other services. We also actively provide financial services to foreign corporations that are not affiliated with Japanese corporations through our global network.

In addition, we endeavor to meet the diverse needs of our overseas customers with respect to, among others, project finance and trade finance.

We strengthened our international network by establishing new branches and offices mainly to help enhance our medium-term profitability and strengthen our capability to support Japanese customers as well as promoting stronger relationships with major foreign financial institutions to supplement regions or product areas that our group is unable to cover. In the fiscal year ended March 31, 2009, we opened six new business bases mainly in Asia. In particular, in China, we established three branches of Mizuho Corporate Bank (China), Ltd. in Qingtao, Guangzhou and Wuhan in April, September and March, respectively, for a total number of ten bases for our business network in China, excluding Hong Kong and Taiwan. Also, our Wuhan branch is the first business base on a Japanese bank located in inland China. With respect to other regions, we opened the Taichung branch in April as the third business base in Taiwan, the Madrid representative office of Mizuho Corporate Bank Nederland N.V. in September, and the Kowloon sub-branch in October. By establishing these business bases, we have generally completed the establishment of the Group’s overseas network for the time being. In addition, we actively developed business alliances with other financial institutions, etc., during the fiscal year ended March 31, 2009 and established an alliance with and invested in Evercore Partners Inc., an investment bank specializing in mergers and acquisitions, and also developed business partners in India. Also, in order to enhance our support for our customers that are developing businesses outside Japan, we continue to cultivate cooperative working relationships with foreign government agencies.

In December 2006, Mizuho Financial Group and Mizuho Corporate Bank obtained Financial Holding Company status from the U.S. regulatory authorities, which enabled our securities company subsidiary in the United States to engage in comprehensive investment banking businesses, such as the underwriting and dealing of corporate bonds, equities and other types of securities. We are promoting our full line of financial services through a collaboration between our banking and securities operations of U.S. subsidiaries.

Global Investment Banking Group

The Global Investment Banking Group consists of two units, the Global Syndicated Finance Unit and the Global Financial Products Unit. We provide our customers with sophisticated financial solutions by integrating the functions of the two units.

Global Syndicated Finance Unit

The Global Syndicated Finance Unit engages in the loan syndication business.

We offer syndicated loan services to meet the various financing needs of our customers, and we take a leading role in the growth of the Japanese syndicated loan market. During the fiscal year ended March 31, 2009, despite the intensified competition among banks, our group arranged, based on amount of principal, approximately 31% of all syndicated loans arranged in Japan. Mizuho Corporate Bank is arranging new types of syndicated loans such as those related to mergers and acquisitions and corporate reorganizations.

Geographically, we maintain staff at branches and offices in New York, London and Asia to promote our syndicated loan business on a global basis. For example, we arrange syndicated loans in Japan for foreign corporations and sell syndicated loans arranged in overseas markets to Japanese investors.

We also conduct activities to help grow the Japanese secondary loan market, including by exchanging our loan portfolio with those of other financial institutions, broadening the investor base and enhancing our cooperation with regional financial institutions.

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Global Financial Products Unit

The Global Financial Products Unit engages in structured finance, acquisition finance, real estate finance and project finance businesses.

We are strengthening our origination functions and expanding our range of products and services through cooperation with the Global Syndicated Finance Unit and our group companies, including Mizuho Securities, Mizuho Corporate Advisory Co., Ltd. and Mizuho Capital Partners Co., Ltd.

Global Transaction Banking Unit

The Global Transaction Banking Unit engages in businesses related to cash management, custody, foreign exchange, trade finance and pension-related services. With respect to Internet-related services, we provide online solutions such as domestic and global cash management services to our customers.

We also promote yen settlement and clearing services, continuous linked settlement services, custody services and outsourced securities settlement services.

We offer foreign exchange and trade finance products and services in cooperation with our overseas branches and offices.

We provide customers of our pension-related services with pension plan proposals relating mainly to defined contribution plans by cooperating with Mizuho Trust & Banking and other group companies. Mizuho Corporate Bank also sells trust products as an agent of Mizuho Trust & Banking.

Global Markets Unit

The Global Markets Unit engages in the business of sales and trading of financial products related to, among others, interest rates, foreign exchange, commodities and credit, as well as investments in interest rates, equities, credit, etc.

We continue to enhance the sophistication of our portfolio management methods and diversify our investments to make our portfolio more sound and profitable.

Global Alternative Investment Unit

The Global Alternative Investment Unit engages in the alternative asset management business for institutional investors, including pension funds.

At present, our investment management company named Mizuho Alternative Investments, LLC in the United States is the main entity that engages in product development and management. Going forward, we will promote our asset management business, including with our efforts to expand investment management and distribution capabilities in Japan, to offer attractive investment products that respond to the changing needs of our customers.

Global Portfolio Management Unit

The Global Portfolio Management Unit manages our various portfolios, mainly our loan and equity portfolio. We actively manage credit risk, equity price risk and other risks through diversification and enhancement of our operations, including use of derivatives that can contribute to the reduction of credit risk concentration and enhancement of portfolio value to maintain and strengthen the soundness and profitability of our portfolio.

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Mizuho Securities

On May 7, 2009, former Shinko Securities and former Mizuho Securities merged to form the new Mizuho Securities. With the combination of former Mizuho Securities’ wholesale business expertise and global investment banking business platform and former Shinko Securities’ nationwide customer base and full-service securities company network, its strong distribution power in the middle and retail markets as well as its strong track record in initial public offerings, the new Mizuho Securities will provide our customers with professional financial services of the highest quality and aims to be a “the global investment bank most trusted by customers.”

Mizuho Securities maintains securities subsidiaries in international financial centers such as London, New York, Hong Kong and Zurich, etc., to satisfy the needs of our customers globally in the areas of trading and underwriting of corporate and government bonds and equities as well as mergers and acquisitions advisory business, through our global network. In the United States, after being qualified as a financial holding company, Mizuho Securities USA Inc. provides a full line of business as a securities company and has been establishing a track record in the areas of corporate bond and equity underwriting. We have been developing a wide range of businesses in Asia, including establishing networks through, for example, the opening of a representative office in Mumbai in February 2009. We are also preparing for the launch of a subsidiary in Saudi Arabia.

The new Mizuho Securities will pursue the prompt realization of the merger synergies in wholesale, middle-market and retail businesses and will pursue a business model centered on customer businesses. Also, in order to realize flexible management that can quickly respond to changes in environment, the new Mizuho Securities will normalize its cost-structure and promote the enhancement of its internal control system in light of trends in global financial regulations.

Investment Banking Business

In the bond underwriting business, because of our solid marketing capabilities, pricing capabilities to properly reflect investor demand and ability to respond swiftly to changes in the market, we have firmly established a top class track record and are developing a long-term relationship with customers. In the equity underwriting business, we have steadily established a track record as bookrunner in large financings and are growing to become a major player in the field.

In the mergers and acquisitions advisory business, we provide advice that is suitable for each customer’s management strategy by utilizing our sophisticated knowledge and know-how that enable us to maintain our position as a leading advisor in Japan.

Also, in the finance arrangement business, such as real estate and monetary claims securitization, we are one of the leading players in the market.

We continue to strengthen our expertise in proposing and executing transactions that suit our customers’ business strategy and to create new business opportunities in this area.

Product Development and Sales Business

We have established our status as a market leader in the bond business, and we provide products that suit our customers’ investment strategies, actively engage in market making efforts and provide quality information. In the equity business, we aim to respond to the needs of our customers by utilizing the resources that have been enhanced as a result of the merger.

We continue to strengthen sales to foreign investors, trading of international equities, provision of various high value-added products, etc., while we extend our market presence in and outside of Japan and respond to the needs of our customers.

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Global Retail Group

Mizuho Bank

Mizuho Bank provides financial services mainly to individual customers, SMEs, middle-market corporations and local governmental entities in Japan. As of March 31, 2009, Mizuho Bank had approximately 25 million individual deposit accounts and made loans to approximately 100,000 SMEs and middle-market corporations. In addition to our broad customer base, we maintain one of the largest branch and ATM networks in Japan and a broad range of Internet banking services.

Mizuho Bank has the following four principal business groups:

• the Personal Banking Group;

• the Corporate Banking Group;

• the Business Coordination & Development Group; and

• the Trading and ALM Group.

Personal Banking Group

The Personal Banking Group offers a broad range of financial products and services to individual customers, including various types of loans and deposits as well as consulting and credit card services in Japan.

We are enhancing our relationship marketing efforts by offering products and services that meet the diverse needs of our customers, establishing convenient access points for customers and providing specialized consulting services by utilizing the comprehensive expertise of our group companies.

We have been enhancing the sophistication of our marketing strategies to maximize lifetime income, aiming at establishing stable revenue sources from present to future. We provide services such as payroll accounts and various loans that meet the financial needs of customer at various life events, including starting a new career, home purchases, children’s education, etc. Also, for customers with investment needs, we provide advice tailored to such investment needs based on the customers’ future life plans.

In order to provide specialized consulting services, we have increased the number of financial consultants to 3,179, as of March 31, 2009, that make proposals regarding investments such as investment trusts, foreign currency deposits, individual annuities and Japanese government bonds sold to individuals and provide weekend consultation meetings and enhanced our infrastructure such as our Relationship Marketing Database. Although the total amount of sales of such products decreased due to adverse market conditions, by implementing these measures, the aggregate number of customers with financial assets of more than ¥10 million increased to approximately 970,000 as of March 31, 2009, and customers that purchased investment products have also increased. The balance of investment trusts (excluding MMF) was ¥0.92 trillion, individual annuities was ¥1.60 trillion, foreign currency deposits was ¥0.55 trillion and Japanese government bonds sold to individuals was ¥1.59 trillion, each on a managerial accounting basis as of March 31, 2009. We also sell trust products at all Mizuho Bank branches as agents of Mizuho Trust & Banking and strengthened sales support functions by establishing a Trust Business Office using personnel from Mizuho Trust & Banking. In addition, we also meet our customers’ one-stop shopping needs for banking, trust and securities services. For example, we offer the services of Mizuho Investors Securities Co., Ltd. through securities consulting booths, which we call “Planet Booths,” in the lobbies of 148 branches and offices of Mizuho Bank as of March 31, 2009. Through these measures, we are strengthening our consulting capabilities and endeavoring to grow assets under management.

In our housing loan business, we offer various products and services such as weekend consultation meetings and products such as “Flat 35,” a housing loan product with a fixed interest rate for a maximum of 35 years offered in cooperation with and securitized by the Japan Housing Finance Agency, in addition to our own housing loan products.

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With respect to unsecured loan products, we cooperate with Orient Corporation to develop unsecured loan products such as “Captive Loans,” a new card loan product that our customers can apply for through our ATM network, and “Mizuho Bank Card Loan” which we launched in August 2008 with a growing number of users due to effective promoting activities.

As of March 31, 2009, our Mizuho Mileage Club had approximately 6.5 million members and credit card members also increased to approximately 2.4 million. In order to make them more simple, comprehensive and attractive, we significantly changed the services in spring 2009. For example, we lowered the amount of deposit balances required for free ATM fees during designated hours, and in and after June 2009, fees to transfer monies to other banks will not be charged under certain conditions. Also, in addition to mileage points, we offer campaign services only for members. Our “Mizuho Direct” service is the first service by a Japanese bank to employ “risk based approvals” to enhance internet approval procedures. In order to strengthen our credit card business, we established a credit card processing company called “Qubitous” as a joint venture with our alliance partner Credit Saison, and centralized the credit card processing operations for the UC and Saison brands in April 2008.

With our 425 staffed branches throughout Japan as of March 31, 2009, we have been and will continue to expand our convenient and efficient points of contact for individual customers by promoting “Mizuho Personal Square,” a branch designed to focus on serving individual customers (146 locations as of March 31, 2009). In addition, we will expand our ATM network and enhance our Internet banking, telephone banking and mobile-phone banking systems, introduce a credit card settlement service that utilizes mobile phones, introduce a finger vein pattern authentication system to improve the security of ATM transactions and strengthen marketing through call centers.

Corporate Banking Group

The Corporate Banking Group provides products and services mainly to SMEs and middle-market corporations as well as to local governmental entities and other public sector entities.

Also, in response to the recent challenging economic environment, we conduct thorough credit management in our loan operations and have enhanced our support services for our customers’ restructuring efforts.

We provide our SME and middle-market corporate customers with suitable financing arrangements together with sophisticated advisory and other services that are appropriate in light of the customers’ business strategies.

Through our marketing efforts for loan products, including the allocation of dedicated staff at branches to engage in finding new customers, applying different marketing strategies for different customer segments based on the size of the customers’ annual sales, developing new strategic loan products and utilizing “Mizuho Business Financial Centers” which primarily engage in loans to smaller enterprises, we provide affluent and stable financing to SMEs and middle-market corporations with appropriate interest rates according to each borrower’s risk profile.

We offer our SME and middle-market corporate customers syndicated loans, advisory services related to overseas expansions, mergers and acquisitions-related services, business matching services, securities products acting as sales agent for securities companies, services related to defined contribution pension plans and support for start-up companies in cooperation with Mizuho Capital Co., Ltd. We call our provision of these services our “solutions business.”

We provide comprehensive financial services to meet the various needs of local governmental entities and other public sector entities, including services related to bank and capital markets financing to diversify their funding sources and various investment products and advisory services related to organizational restructuring and streamlining. We will continue to promote business with local governmental entities through our network of branches and offices, which is one of the largest in Japan.

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Business Coordination & Development Group

The Business Coordination & Development Group engages in businesses that require collaboration between our corporate and individual banking operations, such as transactions with high net worth individuals such as business owners and with employees of our corporate customers, and businesses that require collaboration with securities companies, trust banks and others within the Mizuho group.

Securities Division

The Securities Division offers services related to capital markets financing such as the issuance of corporate bonds to meet the financial needs of our customers. In cooperation with group securities companies, including Mizuho Investors Securities, we endeavor to satisfy the investment and financing needs of SMEs and middle-market corporations and the investment needs of individuals.

Consulting Division

The Consulting Division provides comprehensive consultation for customers who have needs relating to both corporate and individual aspects as well as comprehensive financial services through collaboration with Mizuho Trust & Banking and other group companies. We provide specialized consulting services that transcend traditional boundaries between “corporate” and “individual” services, such as proposing solutions related to corporate management issues as well as business and real estate succession issues. As a sales agent of Mizuho Trust & Banking, we also provide a variety of trust products as a solution for various needs of our corporate and individual customers. We are also promoting an exchange of personnel between Mizuho Trust & Banking and Mizuho Bank in order to provide highly professional consulting services in trust related businesses to Mizuho Bank customers. In addition, we provide specialized private banking services to high net worth individuals such as business and land owners.

Business Promotion Division for Employees of Corporate Customers

Business Promotion Division for Employees of Corporate Customers promotes services to employees of our corporate customers by leveraging our solid corporate customer base through cooperation with Mizuho Corporate Bank and collaboration with the securities companies and trust banks within the Mizuho Group.

e-business Development Division

The e-business Development Division provides products and services related to information technology such as offering cash management services and new banking services utilizing the Internet, mobile phones and IC cards.

“Takarakuji” Lottery Division

The Takarakuji Lottery Division engages in the business of acting as an administrative bank for the Takarakuji lottery, the principal public lottery program in Japan.

Trading and ALM Group

The Trading and ALM Group engages in investing in, and sales and trading of, financial instruments related to, among others, interest rates, foreign exchange and securities, including derivative instruments. We are diversifying our various investing activities under our risk management structure for the purpose of achieving more stable profits and risk diversification. We also satisfy various customer needs by providing a wide variety of financial instruments and solutions.

Mizuho Investors Securities

Mizuho Investors Securities focuses on the needs of mainly individual customers, SMEs and middle-market corporations and aims to be “the closest, most trustworthy securities company for customers,” by establishing a

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strong collaboration network with Mizuho Bank and enhancing collaboration with each of our group companies. Mizuho Investors Securities, through its “Planet Booth” locations which are operated together with Mizuho Bank, is actively promoting cooperation with group companies, such as its financial product sales agent business with Mizuho Bank, trust sales agent business with Mizuho Trust & Banking and support for customer’s initial public offering.

With the above business base, Mizuho Investors Securities provides quality products and services, such as various securities products that meet its customers’ investment needs and the underwriting of equities and bonds and consulting services regarding capital strategy in connection with its customers’ financing needs, on an individualized and swift basis.

Global Asset and Wealth Management Group

Mizuho Trust & Banking

Mizuho Trust & Banking is a full-line trust bank that provides customers with various financial products and services with strengths in both corporate and individual business areas. We provide our customers with distinct products and services developed based on our specialized expertise and consulting capabilities cultivated over the years. We respond promptly and appropriately to the diversified and sophisticated needs of our customers by collaborating with Mizuho Bank, Mizuho Corporate Bank and other group companies including asset management companies.

Asset Management Business

We provide mainly corporate customers with a wide range of services and solutions in the following business areas:

• real estate business, including real estate sales agent services and real estate securitizations;

• structured product business, including securitization transactions that utilize trusts;

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

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

• asset administration business, including trustee services for investment trusts and management and administration of investments in securities; and

• equity strategy business, including providing advice on legal issues related to stock.

Wealth Management Business

We provide individual customers with the following services related to wealth management:

• consulting services regarding investment and management of customer assets;

• administration and execution of testaments;

• loan products such as apartment loans; and

• deposits, investment trusts and other investment products that utilize trusts.

Others

We provide deposit and loan services to our corporate customers and engage in treasury business.

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Mizuho Private Wealth Management

Mizuho Private Wealth Management offers comprehensive, integrated and continuous private banking services to meet the various financial and non-financial needs of our ultra high net worth customers.

Trust & Custody Services Bank

Trust & Custody Services Bank, Ltd., as a “full-line custody bank,” provides a wide range of products, including trust services, various custody services as well as sophisticated securities managing models, to meet the needs of customers such as financial institutions and institutional investors.

Asset Management Companies

Our asset management companies, Mizuho Asset Management Co., Ltd. and DIAM Co., Ltd. (an equity-method affiliate of ours), provide investment management services for our group companies and customers. Each company offers a variety of investment trust products that meet the increasingly sophisticated and diverse needs of our customers.

Others

Mizuho Information & Research Institute

Mizuho Information & Research Institute, Inc. mainly provides our corporate customers with the following three services:

• system integration services;

• outsourcing services that support the operation of information technology systems of our customers; and

• consulting services related to, among others, environmental issues.

We are able to provide customers with a combination of the above services to meet their respective needs.

Mizuho Research Institute

Mizuho Research Institute Ltd. offers information and services mainly to corporations, financial institutions and public sector entities to meet their increasingly diverse and sophisticated needs by integrating its research, funded research and membership services that provide various information related to, among others, managerial and economic issues.

Mizuho Financial Strategy

Mizuho Financial Strategy engages in advisory services for financial institutions regarding their management and revitalization of their borrowers.

Competition

During the past several years, competition in the Japanese financial market has increased as the Japanese government has enhanced deregulation, such as reducing the separation of banking, securities and insurance businesses and promoting new entry into the financial businesses.

Our major competitors in Japan include:

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

• Other banking institutions: These include city banks, trust banks, regional banks, shinkin banks (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.

• Government financial institutions: These include Japan Finance Corporation, Japan Post Bank and the Development Bank of Japan.

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

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

In global markets, we face competition with other commercial banks and other financial institutions, particularly major global banks and the leading domestic 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: (i) ordinary banks, of which there were 129 as of April 1, 2009, not including foreign commercial banks with banking operations in Japan; and (ii) trust banks, of which there were 19 as of April 1, 2009, 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 Corporate Bank and 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, some regional banks have allied with each other and formed holding companies to operate in several prefectures. Customers of regional banks, other than local retail customers, include mostly regional enterprises and local public utilities, although the 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.

As of April 1, 2009, there were 61 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, are currently in the process of privatization or consolidation. 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, the 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 and are planned to be fully privatized in the future. Japan Housing Finance Agency supports housing loans of private institutions through the securitization of such loans.

Another distinctive element of the Japanese banking system was the role of the postal savings system. Postal savings deposits were gathered through the network of governmental post offices scattered throughout Japan, and

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their balance of deposits totaled over 200 trillion yen in the past. In recent years, the governmental postal business has been undergoing a process of privatization. In 2003, 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 joint stock corporation holding four operating companies including Japan Post Bank, which currently operates as an ordinary bank. Privatization of banking and insurance subsidiaries is scheduled to be completed by 2017 at the latest.

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 Law (Ginkou Hou) (Law No. 59 of 1981, as amended), the Prime Minister of Japan has authority to supervise banks in Japan and delegates certain supervisory control over banks in Japan to 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 Law, the Prime Minister’s authority over banks and bank holding companies in Japan extends to various areas, including granting and cancellation of licenses, ordering the suspension of business 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 capital deterioration of banks, their subsidiaries and companies having special relationships prescribed by the cabinet order. These actions include requiring a financial institution to formulate and implement reform measures, requiring it to reduce assets or take other specific actions and issuing an order to suspend all or part of its business operations.

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 rediscounting 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.

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Examination of Banks

The Banking Law authorizes the Prime Minister to inspect banks and bank holding companies in Japan at any time. By evaluating banks’ systems of self-assessment, auditing their accounts and reviewing 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 Law of Japan (Kinyu Shouhin Torihiki Hou) (Law No. 25 of 1948, as amended).

Examination and Reporting Applicable to Shareholders

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

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

Deposit Insurance System

Under the Deposit Insurance Law (Yokin Hoken Hou) (Law No. 34 of 1971, as amended), depositors 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 amount of which is, from April 2009, equivalent to 0.107% of the deposits that bear no interest, are redeemable upon demand and are used by depositors primarily for payment and settlement purposes, and 0.081% of other deposits. The insurance money may be paid out in case of a suspension of deposits repayments, banking license revocation, dissolution or bankruptcy of the bank. Pay outs are generally limited to a maximum of ¥10 million of

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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 Corporate Bank and Mizuho Bank), regional banks, long-term credit 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 Law, a Financial Reorganization Administrator can be appointed by the Prime Minister if the bank is unable to fully perform its obligations with its assets or may suspend or has suspended repayment of deposits. The Financial Reorganization Administrator will take control of the assets of the bank, dispose of the assets and search for another institution willing to take over its business. Its business may also 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 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 loss sharing. Where it is anticipated that the failure of a bank may cause an extremely grave problem in maintaining the financial order in Japan or the area where such bank is operating, the following measures may be taken: (i) the Deposit Insurance Corporation may subscribe for the shares or other instruments of the relevant bank in order to enhance capital adequacy of the bank; (ii) if the bank fails or suffers a capital deficit, financial aid exceeding the pay-off cost may be available to such bank; and (iii) in the case where the systematic risk cannot be avoided by the measure mentioned in (ii) above, the Deposit Insurance Corporation may acquire the bank’s shares.

Capital Injection by the Government and the Bank of Japan

The Strengthening Financial Functions Law (Kinyu Kinou no Kyouka no tame no Tokubetsu Sochi ni kansuru Houritsu) (Law No. 128 of 2004) was enacted on June 18, 2004 in order to establish a scheme of 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 Law took effect. These amendments relaxed certain requirements for public money injection into Japanese banks and bank holding companies and other financial institutions under the prior scheme and extended the period of application therefor, which had expired on March 31, 2008, to March 31, 2012. These amendments aim to promote not only the soundness of such financial institutions but also loans or other forms of credit extended to small and medium-sized enterprises in order to revitalize local economies.

On April 10, 2009, the Bank of Japan announced the introduction of a basic outline regarding provision of subordinated loans. Under this scheme, the Bank of Japan may extend subordinated loans to certain banks for the period ending in March 2010.

Bank Holding Companies

Under the Banking Law, a bank holding company is prohibited from carrying out businesses other than administrating the businesses of its subsidiaries and matters incidental to such businesses. Business activities for subsidiaries of bank holding companies are limited to finance-related businesses and incidental businesses.

The Anti-Monopoly Law (Shiteki Dokusen no Kinshi oyobi Kousei Torihiki no Kakuho ni kansuru Houritsu) (Law No. 54 of 1947, as amended) prohibits a bank from holding more than 5% of another company’s voting rights. This does not apply to a bank holding company, although the bank holding company is subject to

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general shareholding restrictions under the Anti-Monopoly Law. The Banking Law does, however, 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.

Financial Instruments and Exchange Law

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

Under the Financial Instruments and Exchange Law, registered Financial Instruments Business Operators (kinyu-shouhin torihiki gyousha), such as Mizuho Securities, as well as Registered Financial Institutions (touroku kinyu kikan) such as Mizuho Bank, Mizuho Corporate 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 Instrument and Exchange Law.

Certain amendments to the Financial Instruments and Exchange Law and the Banking Law, 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 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 Law of Sales of Financial Products (Kinyu Shouhin no Hanbai tou ni kansuru Houritsu) (Law No. 101 of 2000, as amended), effective from April 2001, introduced measures to protect financial service customers by: requiring financial service providers to provide customers with certain important information, including risks with respect to deficit of principal associated with the financial products they offer and any restrictions on the period for exercising rights or the period for rescission, unless the customers fall within the ambit of financial service providers 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

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Financial Reconstruction Law (Kinyu Kinou no Saisei no tameno Kinkyu Sochi ni kansuru Houritsu) (Law No. 132 of 1998, as amended). Financial institutions are required to analyze their assets, giving due 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 Law restricts the aggregate amount of loans to any single customer or customer group for the purposes of avoiding excessive concentration of credit risks and promoting the fair and extensive utilization of bank credit. The limits applicable to a bank holding company and bank with respect to their aggregate lending to any single customer or customer group are established by a cabinet order and by the Banking Law. The current limits are 25% of the total qualifying capital of the bank holding company or bank and its subsidiaries and affiliates with respect to a single customer and 40% of the total qualifying capital of the bank holding company or bank and its subsidiaries and affiliates with respect to a customer group.

Restriction on Share Holdings

The Law Concerning Restriction on Shareholdings by Banks (Ginkou tou no Kabushiki tou no Hoyu no Seigen tou ni kansuru Houritsu) (Law No. 131 of 2001, as amended) requires Japanese banks (including 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 Law Concerning Restriction on Shareholdings by Banks. This law was further amended effective March 10, 2009 to allow the Bank’s Shareholdings Purchase Corporation 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, 2012.

In February 2009, the Bank of Japan also decided to resume purchases of shares held by banks and other financial institutions up to a maximum amount of ¥1 trillion until April 30, 2010.

Capital Adequacy

The capital adequacy guidelines applicable to Japanese banks and bank holding companies with international operations supervised by the Financial Services Agency closely follow the risk-adjusted approach proposed by the Bank for International Settlements and are intended to further strengthen the soundness and stability of Japanese banks. Under the risk-based capital framework of these guidelines, balance sheet assets and

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off-balance-sheet exposures are assessed according to broad categories of relative risk, based primarily on the credit risk of the counterparty, country transfer risk and the risk regarding the category of transactions.

With regard to capital, these guidelines are in accordance with the standards of the Bank for International Settlements for a target minimum standard capital adequacy ratio of 8% (at least half of which must consist of Core Capital (Tier 1), a Core Capital ratio of 4%) on both a consolidated and non-consolidated basis for banks with international operations, such as Mizuho Corporate Bank, or on a consolidated basis for bank holding companies with international operations, such as Mizuho Financial Group.

Banks and bank holding companies are required to measure and apply capital charges with respect to their market risks in addition to their credit risks. Market risk is defined as the risk of losses in on- and off-balance sheet positions arising from movements in market prices such as the risks pertaining to interest rate related instruments and equities.

Japanese banks with only domestic operations, such as Mizuho Bank, and bank holding companies the subsidiaries of which operate only within Japan are subject to Japanese capital adequacy requirements that are similar to those discussed above, except that those banks and holding companies are required to have a minimum capital adequacy ratio of 4%, at least half of which must consist of Tier 1 capital and are not required to apply capital charges to their market risks.

Under the capital adequacy guidelines, the maximum amount of net deferred tax assets under Japanese GAAP that major Japanese banks, including bank holding companies, can record without diminishing the amount of Tier 1 capital for purposes of calculating capital adequacy is 20% of Tier 1 capital.

In June 2004, the Basel Committee announced amended rules with respect to minimum capital requirements, which include amended risk weight calculations that introduce an internal ratings-based approach and the inclusion of operational risk in the calculations, as well as an emphasis on supervisory review and market discipline through effective disclosure. The amendments adopt variable risk weights according to the credit rating given to the obligor of the risk assets. The better the credit rating of an obligor is, the lower the risk weight applicable to the risk assets owed by it. Also, the new rules require financial institutions to establish an internal risk management system, to make thorough disclosure of relevant information and to set an appropriate reserve against the operational risk based upon fair evaluation thereof. The new Financial Services Agency guidelines, which follow the amended rules, became effective on March 31, 2007, except for the introduction of the advanced methodologies to calculate capital requirements for risks which took effect on March 31, 2008. Under the new 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 Advanced Internal Ratings Based approach (AIRB) for the calculation of credit risk from the fiscal year ended March 31, 2009.

According to its announcement in March, 2009, the Basel Committee is considering the necessity of strengthening capital adequacy in the banking system by, among other things, introducing standards to promote the build up of capital buffers that can be drawn down in periods of stress and strengthening the quality of bank capital.

Protection of Personal Information

The Personal Information Protection Law (Kojin Jouhou no Hogo ni kansuru Houritsu) (Law 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 Financial Services Agency to take necessary measures to comply with the law subjects us to criminal and/or administrative sanctions.

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Prevention of Money Laundering

Under the Law Preventing Transfer of Profits Generated from Crime (Hanzai ni yoru Syueki no Iten Boushi ni kansuru Houritsu) (Law No. 22 of 2007), 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.

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

The Law Concerning Protection of Depositors from Illegal Withdrawals Made by Forged or Stolen Cards (Gizou Kaado tou oyobi Tounan Kaado tou wo Mochiite Okonawareru Fuseina Kikaishiki Yochokin Haraimodoshi tou karano Yochokinsha no Hogo tou ni kansuru Houritsu) (Law No. 94 of 2005), requires financial institutions to establish internal systems to prevent illegal withdrawals of deposits made 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 Corporate Bank’s New York, Chicago and Los Angeles branches and Houston and Atlanta representative offices. We also own two banks in the US, Mizuho Corporate Bank (USA) and Mizuho Corporate Bank of California, 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 Inc., a U.S. broker dealer engaged in the securities business.

The USA PATRIOT Act of 2001 (the “PATRIOT Act”) contains measures to prevent, detect and prosecute terrorism and international money laundering by imposing significant compliance and due diligence obligations, creating new crimes and penalties and expanding the extraterritorial jurisdiction of the United States. The enactment of the PATRIOT Act and other events have resulted in heightened scrutiny of compliance with the Bank Secrecy Act and anti-money laundering rules by federal and state regulatory and law enforcement authorities.

Mizuho Financial Group and Mizuho Corporate Bank are financial holding companies (“FHCs”), and Mizuho Trust & Banking is a bank holding company, within the meaning of the U.S. Bank Holding Company Act of 1956, as amended (the “BHCA”), and are subject to regulation and supervision thereunder by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). Under current Federal Reserve Board policy, these three companies are expected to act as a source of financial strength to Mizuho Corporate Bank (USA), Mizuho Corporate Bank of California, 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. 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 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 or savings association.

Mizuho Financial Group and Mizuho Corporate Bank became FHCs in December 2006. 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, each of our banking subsidiaries with operations in the United States must be “well capitalized,” meaning a

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Tier 1 risk-based capital ratio of at least 6% and a total risk-based capital ratio of at least 10%. Our U.S. banking operations must also be “well managed,” including that they maintain examination ratings that are at least satisfactory. Further, Mizuho Corporate Bank must also meet such capital standards as calculated under its 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, 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 federal bank regulatory agency that charters and regulates national banks and federal branches and agencies of foreign banks. Each branch, agency and representative office in the United States of Mizuho Corporate 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 Corporate Bank is subject to supervision, examination and regulation by the New York State Banking Department as well as by the Federal Reserve Board. Except for the 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 1% of third party liabilities with a cap of $400 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 Banking Department may require higher amounts for supervisory reasons. Each U.S. branch, agency and representative office of Mizuho Corporate Bank is subject to regulation and examination by the state banking authority of the state in which it is located.

The deposits of Mizuho Corporate Bank (USA) are insured by the Federal Deposit Insurance Corporation (FDIC), and it is a state-chartered bank that is a member of the Federal Reserve System. As such, Mizuho Corporate Bank (USA) is subject to regulation, supervision and examination by the Federal Reserve Board and the New York State Banking Department, as well as to relevant FDIC regulation. The deposits of Mizuho Corporate Bank of California are FDIC-insured, and it is a state-chartered bank that is not a member of the Federal Reserve System. As such, Mizuho Corporate Bank of California is subject to regulation, supervision and examination by the FDIC and the California Department of Financial Institutions. The deposits of Mizuho Trust & Banking Co. (USA) are also FDIC-insured, and it is a state-chartered bank and trust company that is not a member of the Federal Reserve System. As such, Mizuho Trust & Banking Co. (USA) is subject to regulation, supervision and examination by the FDIC and the New York State Banking Department.

In the United States, U.S.-registered broker-dealers are regulated by the Securities and Exchange Commission. As a U.S.-registered broker-dealer, Mizuho Securities USA Inc. 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.

Other Jurisdictions

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

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4.C. Organizational Structure

The following diagram shows our basic corporate structure as of March 31, 2009:

Notes:

(1) Mizuho Investors Securities and Mizuho Trust & Banking are listed on the Tokyo Stock Exchange.

(2) Two asset management companies consist of Mizuho Asset Management and DIAM. DIAM, in which we have a 50.0% equity interest, is an equity-method affiliate of ours.

(3) In addition to the principal subsidiaries shown in the above diagram, as of March 31, 2009 we owned 27.3% of the outstanding shares of Shinko Securities, an equity-method affiliate of ours listed on the Tokyo Stock Exchange which was engaged in wholesale and retail securities businesses. Mizuho Securities and Shinko Securities merged on May 7, 2009. The corporate name of the merged company is Mizuho Securities Co., Ltd.

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The following table sets forth information with respect to our principal consolidated subsidiaries as of March 31, 2009:

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 Corporate Bank, Ltd.	Japan	Banking	100.0	%	100.0	%
Mizuho Securities Co., Ltd.	Japan	Securities	89.8	%	89.8	%
Mizuho Trust & Banking Co., Ltd.	Japan	Trust and banking	74.7	%	70.0	%
Mizuho Investors Securities Co., Ltd.	Japan	Securities	66.5	%	66.8	%
Trust & Custody Services Bank, Ltd.	Japan	Trust and banking	54.0	%	54.0	%
Mizuho Asset Management Co., Ltd.	Japan	Investment management	98.7	%	98.7	%
Mizuho Research Institute Ltd.	Japan	Research and consulting	98.4	%	98.6	%
Mizuho Information & Research Institute, Inc.	Japan	Information technology	91.5	%	91.5	%
Mizuho Financial Strategy Co., Ltd.	Japan	Consulting	100.0	%	100.0	%
Mizuho Private Wealth Management Co., Ltd.	Japan	Consulting	100.0	%	100.0	%
Mizuho Factors, Limited	Japan	Factoring	100.0	%	100.0	%
Mizuho Credit Guarantee Co., Ltd.	Japan	Credit guarantee	100.0	%	100.0	%
Mizuho Capital Co., Ltd.	Japan	Venture capital	50.0	%	50.0	%
Defined Contribution Plan Services Co., Ltd.	Japan	Pension plan-related business	60.0	%	60.0	%
Overseas
Mizuho Bank (Switzerland) Ltd.	Switzerland	Trust and banking	100.0	%	100.0	%
Mizuho Capital Markets Corporation	U.S.A.	Derivatives	100.0	%	100.0	%
Mizuho Corporate Bank (Canada)	Canada	Banking	100.0	%	100.0	%
Mizuho Corporate Bank (China), Ltd.	China	Banking	100.0	%	100.0	%
Mizuho Corporate Bank (Germany) Aktiengesellschaft	Germany	Banking and securities	83.3	%	83.3	%
Mizuho Corporate Bank (USA)	U.S.A.	Banking	100.0	%	100.0	%
Mizuho Corporate Bank Nederland N.V.	Netherlands	Banking and securities	100.0	%	100.0	%
Mizuho International plc	U.K.	Securities and banking	100.0	%	100.0	%
Mizuho Securities USA Inc.	U.S.A.	Securities	100.0	%	100.0	%
Mizuho Trust & Banking (Luxembourg) S.A.	Luxembourg	Trust and banking	100.0	%	100.0	%
Mizuho Trust & Banking Co. (USA)	U.S.A.	Trust and banking	100.0	%	100.0	%
PT. Bank Mizuho Indonesia	Indonesia	Banking	99.0	%	99.0	%

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4.D. Property, Plant and Equipment

The following table shows the breakdown of our premises and equipment at cost as of March 31, 2008 and 2009:

	At March 31,
	2008		2009
	(in millions of yen)
Land	¥	156,942	¥	177,311
Buildings		584,774		598,411
Equipment and furniture		455,229		457,419
Leasehold improvements		122,051		110,432
Construction in progress		7,045		19,932
Software		514,588		545,078
Total		1,840,629		1,908,583
Less accumulated depreciation		988,236		1,008,835
Premises and equipment—net	¥	852,393	¥	899,748

Our head office is located at 5-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo, Japan with 13,185 square meters of office space. The headquarter buildings of Mizuho Financial Group, Mizuho Corporate Bank and Mizuho Bank are each leased from third parties.

The total area of land related to our material office and other properties at March 31, 2009 was approximately 883,000 square meters for owned land and approximately 21,000 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.

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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	42
Critical Accounting Estimates	67
Operating Results	69
Business Segments Analysis	83
Geographical Segment Analysis	92
Financial Condition	95
Liquidity	104
Capital Adequacy	105
Off-balance-sheet Arrangements	113
Tabular Disclosure of Contractual Obligations	116
Recent Accounting Pronouncements	116
Reconciliation with Japanese GAAP	119

Overview

The Mizuho Group

We provide a broad range of financial services in domestic and overseas markets through three Global Groups: the Global Corporate Group; the Global Retail Group; and the Global Asset & Wealth Management Group. The principal activities and subsidiaries of the three Global Groups are the following:

• The Global Corporate Group provides wholesale and international banking and securities services, principally through Mizuho Corporate Bank and Mizuho Securities;

• The Global Retail Group provides retail and SME and middle-market corporation banking and securities services, principally through Mizuho Bank and Mizuho Investors Securities; and

• The Global Asset & Wealth Management Group provides trust and asset management services and private banking products and services, principally through Mizuho Trust & Banking, Trust & Custody Services Bank, our asset management companies, namely Mizuho Asset Management and DIAM (an equity method affiliate of ours) and Mizuho Private Wealth Management.

We also provide other services such as research services through Mizuho Research Institute, information technology-related services through Mizuho Information & Research Institute, and advisory services for financial institutions through Mizuho Financial Strategy.

The former Shinko Securities (a former equity-method affiliate) and the former Mizuho Securities (a former consolidated subsidiary) merged on May 7, 2009. The surviving entity was the former Shinko Securities which changed its name to Mizuho Securities upon the merger. Our equity ownership percentage in the new Mizuho Securities after the merger is 59.51%.

For a further discussion of our business and group organization, see “Item 4.B. Information on the Company—Business Overview.”

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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 debentures.

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—Loans—Allowance for loan losses.”

Noninterest Income

Noninterest income consists mainly of fees and commissions, investment gains (losses)—net, trading account gains—net and foreign exchange gains (losses)—net.

Fees and commissions include the following:

• fees and commissions from deposits, debentures and lending business, which consist mostly of fees and commissions 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;

• fees and commissions from remittance business, including service charges for domestic and international funds transfers and collections;

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

• 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 credit card processing fees earned by UC Card and administration fees related to Japan’s principal public lottery program, as well as guarantee fees and others. The credit card processing fees earned by UC Card are no longer included in fees and commissions beginning the fiscal year ended March 31, 2008 due to UC Card becoming an equity-method affiliate as a result of a consolidation and reorganization of our credit card operations.

Investment gains (losses)—net include primarily net gains on sales of marketable securities, such as equity and bond investments. In addition, impairment losses are recognized when management concludes that declines in fair value of investments are other than temporary.

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Trading account gains—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—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 SFAS No.159. 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 include mainly 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 include primarily salaries and employee benefits, general and administrative expenses, occupancy expenses, fees and commission expenses and minority interest in consolidated subsidiaries.

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

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

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

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

Operating Environment

We operate principally in Japan. After years of persistent weakness beginning in the 1990s, the Japanese economy gradually improved over the years by confronting structural issues such as deflationary pressures, excess capacity, excess employment and excess leverage. However, in the fiscal year ended March 31, 2008, the global economy began to weaken due to the effects of the dislocation in the global financial markets. The U.S. and European economies, in particular, have continued to worsen thereafter, with financial results in the finance and industrial sectors deteriorating significantly, and other economies have also weakened significantly. Declines in global demand and the significant strengthening of the yen have adversely affected Japan’s export sector leading to overall weakness in the Japanese economy. In addition, personal consumption decreased amid declines in employment and personal income due to sharp production adjustments. The serious downturn in the economy is continuing against the background of decreased domestic and foreign demand. Key indicators of economic conditions in recent periods include the following:

• Japan’s real gross domestic product on a year-on-year basis continued to increase by 2.0%, 2.3%, 2.3% and 1.8% in the fiscal years ended March 31, 2005, 2006, 2007 and 2008, respectively, but decreased by 3.3% in the fiscal year ended March 31, 2009 (based on the second preliminary estimate announced by the Japanese government on June 11, 2009). The Japanese Government expressed its concerns over an increasingly weak economy in the beginning of 2009 and stated in its monthly economic reports for January through April 2009 that the Japanese economy is “worsening rapidly.” From May 2009

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onwards, the reports began to reflect signs of a slowdown in the economic decline, and the monthly economic reports for July and August 2009 stated that “the economy is showing movements of picking up recently while in a difficult situation.” Quarterly gross domestic product for the first quarter of 2009, compared to the immediately preceding quarter, declined by 8.8%, and the International Monetary Fund projects a decline of 6.0% for 2009 followed by an increase of 1.7% for 2010 with respect to Japan’s real gross domestic product on a year-on-year basis. Japan’s core nationwide consumer price index decreased by 0.2% in the fiscal year ended March 31, 2005 and increased by 0.1%, 0.1%, 0.3% and 1.2% in the fiscal years ended March 31, 2006, 2007, 2008 and 2009, respectively. 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 2004 through the first quarter of 2009:

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• The Bank of Japan, following its announcement on March 9, 2006 to end its “quantitative easing” monetary policy that it had maintained since March 2001, announced on July 14, 2006 and on February 21, 2007 that it raised its target for the uncollateralized overnight call rate from 0% to 0.25% and from 0.25% to 0.5%, respectively, but it lowered its target for the uncollateralized overnight call rate from 0.5% to 0.3% in October 2008 and to 0.1% in December 2008. The following charts show movements in long-term rates from January 2005 through July 2009, represented by the yield on newly issued 10-year Japanese government bonds, and in short-term interest rates from January 2005 through July 2009, represented by the three-month Tokyo interbank offered rate, or TIBOR, and the uncollateralized overnight call rate used in the interbank market:

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• According to the Bank of Japan, after a prolonged period of generally declining demand for bank loans in Japan, the aggregate monthly average balance of bank loans compared with that of the previous year has continued to increase since August 2005.

• The CDS index called iTraxx Japan 50, which is composed of 50 of the most liquid investment grade CDSs for Japanese entities, rose to 421.7 basis points as of March 31, 2009 from 145.9 basis points as of March 31, 2008. The iTraxx Japan 50 has since fallen, reflecting improved market environment for credit products, and was 149.5 basis points as of July 31, 2009. For information on financial transactions for hedging in relation to credit derivatives, see “Item 3.D. Key Information—Risk Factors—Risks Relating to Our Business—Financial transactions entered into for hedging and other similar purposes could adversely affect our financial condition and results of operations.”

• According to Teikoku Databank, a Japanese research institution, there were approximately 9,600 corporate bankruptcies in Japan in the fiscal year ended March 31, 2007, involving approximately ¥5.3 trillion in total liabilities, approximately 11,300 corporate bankruptcies in the fiscal year ended March 31, 2008, involving approximately ¥5.5 trillion in total liabilities, and approximately 13,200 corporate bankruptcies in the fiscal year ended March 31, 2009, involving approximately ¥13.7 trillion in total liabilities.

• According to the Tokyo Stock Exchange, or the TSE, the aggregate ordinary profits and net income of all companies listed on the TSE, excluding financial institutions and companies newly listed during the relevant fiscal year, increased from ¥33.7 trillion and ¥19.4 trillion, respectively, for the fiscal year ended March 31, 2007 to ¥35.9 trillion and ¥20.0 trillion, respectively, for the fiscal year ended March 31, 2008 and decreased to ¥13.5 trillion and ¥0.2 trillion, respectively, for the fiscal year ended March 31, 2009.

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• According to the Bank of Japan, total financial assets of households decreased from ¥1,543.7 trillion as of March 31, 2007 to ¥1,464.5 trillion as of March 31, 2008 and decreased to ¥1,410.4 trillion as of March 31, 2009. The following chart shows the amount of total financial assets of households and breakdown based on type of financial asset as of the ends of the first quarter of 2005 through the first quarter of 2009:

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• The Nikkei Stock Average, which is an average of the price of 225 stocks listed on the Tokyo Stock Exchange, increased by 1.3% to ¥17,287.65 during the fiscal year ended March 31, 2007 but decreased by 27.5% to ¥12,525.54 during the fiscal year ended March 31, 2008, followed by a 35.3% decrease to ¥8,109.53 during the fiscal year ended March 31, 2009. Thereafter, the Nikkei Stock Average increased to ¥10,356.83 as of July 31, 2009. The following chart shows the daily closing price of the Nikkei Stock Average from January 2006 through July 2009:

• The Japanese yen to U.S. dollar spot exchange rate, according to the Bank of Japan, was ¥118.05 to $1.00 as of March 31, 2007, ¥99.37 to $1.00 as of March 31, 2008 and ¥98.31 to $1.00 as of March 31, 2009. The following chart shows the yen/dollar spot rate of 5 p.m. Tokyo time published by the Bank of Japan from January 2006 through July 2009:

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• According to the Ministry of Land, Infrastructure and Transport of Japan, housing starts in Japan increased by 4.7% and 2.9% in the fiscal years ended March 31, 2006 and 2007, respectively, decreased by 19.4% in the fiscal year ended March 31, 2008 and increased by 0.3% again in the fiscal year ended March 31, 2009.

• According to the Ministry of Land, Infrastructure and Transport, the average published land prices in Japan rose 0.1% during calendar year 2006, which was the first increase in 16 years, and rose again by 1.3% during calendar year 2007 but decreased by 3.2% during calendar year 2008.

Capital Improvements

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

We are pursuing “strengthening of stable capital base” and “steady returns to shareholders” as our “disciplined capital management.”

Strengthening of Our Stable Capital Base

Our medium-term target is to increase our consolidated Tier 1 capital ratio to 8% level. In order to achieve this, we have implemented a series of measures as follows.

We issued ¥303.0 billion, ¥355.0 billion, and $850 million of non-dilutive preferred securities in July 2008, December 2008, and February 2009, respectively, through our overseas special purpose companies to enhance the Tier 1 capital of Mizuho Financial Group as well as its banking subsidiaries and improve the flexibility of our future capital strategy.

In June 2008, we redeemed $1.0 billion, $1.6 billion and ¥118.5 billion of non-dilutive preferred securities that were issued by our overseas special purpose companies in February 1998, March 1998 and August 2002, respectively.

With respect to Tier 2 capital, through public offerings to retail investors in Japan, Mizuho Bank issued ¥77.0 billion of dated subordinated bonds in December 2008, and Mizuho Corporate Bank issued ¥123.0 billion of dated subordinated bonds in March 2009. Through public offerings to wholesale investors in Japan, Mizuho Trust & Banking issued ¥15.2 billion of dated subordinated bonds in March 2009, and Mizuho Corporate Bank issued ¥120.0 billion of dated subordinated bonds in June 2009.

In April 2009, we redeemed €750 million of dated subordinated bonds that were issued by our overseas special purpose company in March 2004.

Steady Returns to Shareholders

In order to offset the potential dilutive effect of the conversion of our eleventh series class XI preferred stock issued to the private sector in consideration of the possibility that the number of shares of our common stock would increase after the commencement of the conversion period on July 1, 2008, we repurchased a total of 283,500 shares of our common stock for ¥149.9 billion in July 2008 and cancelled all of the shares repurchased in September 2008, except the shares to be assigned for use in connection with the stock compensation-type stock options (stock acquisition rights) for our directors and executive officers. For information on the progress in the conversion of our eleventh series class XI preferred stock, see “—Capital Adequacy—Capital.” For information on our stock compensation-type stock options (stock acquisition rights) for directors, see “Item 6.B. Directors, Senior Management and Employees—Compensation.”

With respect to dividends, despite the considerable worsening of our consolidated financial results in the fiscal year ended March 31, 2009, compared with the previous fiscal year, we paid cash dividends of ¥10 per share of common stock for the fiscal year ended March 31, 2009 from the standpoint of providing stable periodic dividend payments.

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Shift of Priority

While our basic policy of pursuing “disciplined capital management” remains unchanged, we intend to put more priority on strengthening our stable capital base, having considered the importance of capital under the recent circumstances, especially from the second half of the fiscal year ended March 31, 2009. We believe that our strengthening of stable capital base makes ourselves prepare for a further adverse business environment. Measures we have taken for responding to the above priority include the following:

• We have suspended repurchases and cancellation of shares of our common stock since the second half of the fiscal year ended March 31, 2009 until our capital base is further strengthened.

• In June 2009, we redeemed ¥176.0 billion of non-dilutive preferred securities that were issued to domestic investors by our overseas special purpose company in March 1999.

• In May 2009, we announced plans to issue non-dilutive preferred securities through our overseas special purpose companies. In June 2009, we issued ¥139.5 billion of such non-dilutive preferred securities. The proceeds were provided to Mizuho Corporate Bank as payment for the subscription of its common stock. The overseas special purpose companies may issue additional non-dilutive preferred securities in the near future.

In addition to the above measures, in July and August 2009, we issued an aggregate of ¥529.2 billion in common stock through a global offering to secure, in light of the current uncertainty over the economy, a solid and sufficient capital buffer in preparation for a further adverse business environment and enhance the flexibility to re-capture business opportunities with our solid customer base to lead to our sustainable growth. This capital raising will also allow us to prepare for the ongoing global discussions as to the new definition of quality of capital, which is a matter of concern among investors and regulatory authorities worldwide. No conclusion has yet been reached by such authorities. Having considered the above objectives, we aim to maintain our prime capital, as defined in “—Capital Adequacy—Prime Capital,” which has a stronger ability to absorb losses, at a level of more than half of our Tier 1 capital.

Capital and Dividend Policies

Our basic policy to pursue disciplined capital management is unchanged; we pursue an optimal balance between “strengthening of stable capital base” and “steady returns to shareholders” in accordance with changes in business environment.

With respect to estimated dividend payments for fiscal year ending March 31, 2010, we plan to reduce our dividend by ¥2 on a year-on-year basis to ¥8 per share of common stock, taking also into account the standpoint of providing stable periodic dividend payments. The foregoing statements are forward-looking statements that reflect our current views with respect to future events and are subject to risks, uncertainties and assumptions. See “Forward-Looking Statements.”

Business Trends

Based on our current operating environment and management focus, we believe that the trends that are most significant to our current and future results of operations include the following:

Loans and Deposits

Loan volume

Our total loan balance increased on a year-on-year basis in the fiscal year ended March 31, 2009 due mainly to an increase in domestic loans resulting from an increase in loans to Japanese government and an increase in loans to corporate borrowers attributable to the strong funding needs triggered by the turmoil in the financial market. We generally aim to meet the financing needs of borrowers, especially those of domestic ones.

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Margins between loans and deposits

The Bank of Japan announced on July 14, 2006 and on February 21, 2007 that it raised its target for the uncollateralized overnight call rate from 0% to 0.25% and from 0.25% to 0.5%, respectively. Reflecting these raises, the average yield on domestic loans increased from 1.54% in the fiscal year ended March 31, 2007 to 1.77% in the fiscal year ended March 31, 2008, and the average rate on domestic interest-bearing deposits increased from 0.38% to 0.52%. The increase of 0.23% in average yield on domestic loans in the fiscal year ended March 31, 2008 compared to the previous fiscal year was larger than the increase of 0.14% in the average rate on domestic interest-bearing deposits over the same period, resulting in a widening of the difference between such average yield and average rate. In response to the weakening economic environment, the Bank of Japan announced a reduction of its target for the uncollateralized overnight call rate from 0.5% to 0.3% in October 2008 and to 0.1% in December 2008. Reflecting these reductions, the average yield on domestic loans decreased from 1.77% in the fiscal year ended March 31, 2008 to 1.72% in the fiscal year ended March 31, 2009, and the average rate on domestic interest-bearing deposits decreased from 0.52% to 0.43%. Although the difference between the decrease in average yield on domestic loans and the decrease in average rate on domestic interest-bearing deposits in the fiscal year ended March 31, 2009 compared to the previous fiscal year was not significant, negative effects on margins are expected during the fiscal year ending March 31, 2010, assuming the Bank of Japan does not raise its target rate. This is due mainly to the general insensitivity of yen demand deposits to changes in market interest rate levels and the time lag between market interest rates and their reflection on average interest rates on loans.

Provision (credit) for loan losses

We had a provision for loan losses of ¥567.4 billion in the fiscal year ended March 31, 2009 compared to a credit for loan losses of ¥57.8 billion in the previous fiscal year. The provision for loan losses was due mainly to declines in the financial condition of domestic SMEs and middle-market corporations, the effect of the collapse of Lehman Brothers on our exposures to related entities and the weakening credit status of overseas loans reflecting the global economic downturn, as well as increased estimated loss rates related to normal obligors. In addition, the decline in export demand due to the global economic downturn, the strength of the Japanese yen and their impact on export-based businesses in Japan have also negatively impacted the financial condition of a wide range of borrowers. The amount of provision for loan losses in future fiscal years will depend largely on trends in the credit quality of borrowers, which in turn will be affected by the domestic and global economic environment and other factors, and changes in the value of collateral on our loans. If worldwide demand for Japanese products and services declines further, and if weakness in the Japanese and global economy worsens further or if another financial crisis develops, there can be no assurance that the amount of provision for loan losses will not increase significantly in future periods due to further declines in the credit quality of our customers both in and outside of Japan.

Fees and Commissions

Fees and commissions from corporate and retail customers have been significantly affected by the domestic and global economic environment. Until recent years, we experienced a period of significant increases in fees and commissions due to an expansion in various fee businesses that we offer to our corporate customers, such as fees from syndicated loans, other forms of financing arrangements and various advisory services, as demand for such products and services grew among Japanese corporations. Fees and commissions from retail customers had also increased due to growth in sales commissions related to various investment products as Japanese individuals increased the proportion of investments other than deposits within their total financial assets as interest rates on deposits maintained historically low levels. Despite our expectation at the time for continued growth in fees and commissions, a weak economic environment and turmoil in the global financial market, as well as increased competition within the domestic financial services industry, drove a decline in fees and commissions in the fiscal year ended March 31, 2008, and the decline accelerated in the fiscal year ended March 31, 2009. Fees and commissions earned from businesses involving corporate customers decreased in the fiscal year ended March 31, 2009 due to the increased competition and the dislocation in the global financial markets which negatively impacted areas such as overseas leveraged buyout and other financings. Under unstable market conditions, sales

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of investment products to retail customers have significantly decreased due mainly to the growing risk aversion of individuals. Although this trend may continue while the current global and domestic economic weakness continues, we do not believe that the general trend in recent years of Japanese individuals to shift their financial assets from savings to investments was only short term and instead believe that the trend will return over the long term.

Debt and Equity Securities Portfolio

The amount of our funding through deposits and debentures 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 credit and alternative investments, which we promote to diversify our risks and to expand our income sources, and we also hold investments in equity securities consisting mainly of common stock of Japanese listed company customers.

The fair value of available-for-sale marketable equity securities within our investments was ¥4,512.5 billion and ¥2,870.1 billion as of March 31, 2008 and 2009, respectively. Because the size of our portfolio of marketable equity securities is substantial, we are subject to significant equity market risk, as increases in unrealized gains and losses related to changes in the fair value of available-for-sale marketable equity securities are reflected in accumulated other comprehensive income, net of tax in shareholders’ equity or, in the case of other-than-temporary impairments to fair value, charged to income as an impairment loss. Unrealized gains-net of ¥1,893.0 billion and ¥632.8 billion were reflected in accumulated other comprehensive income, net of tax as of March 31, 2008 and 2009, respectively. We recognize impairment losses on marketable equity securities if the securities are deemed other-than-temporarily impaired. We generally deem marketable equity securities with fair value that continues to be below cost for six months or more to be other-than-temporarily impaired. For the fiscal year ended March 31, 2009, impairment losses on available-for-sale securities were ¥462.9 billion, and most of this amount was attributable to marketable equity securities. We expect the size of our portfolio of marketable equity securities to continue to be significant, while we plan to continue reducing our holdings of marketable equity securities with a medium-term target to lower the acquisition cost of marketable equity securities to 50% of our Tier 1 capital.

Increases in long-term interest rates generally lead to a decline in the fair value of our portfolio of debt securities, a vast majority of which consists of Japanese government bonds. As of March 31, 2009, we had a total of ¥24,684.7 billion of available-for-sale debt securities within our investments, of which ¥18,458.1 billion was Japanese government bonds. Changes in fair value of such available-for-sale debt securities are reflected in accumulated other comprehensive income, net of tax in shareholders’ equity or, in the case of other-than-temporary impairments to fair value, charged to income as an impairment loss. We had ¥29,859.1 billion and ¥24,684.7 billion of available-for-sale debt securities as of March 31, 2008 and 2009, respectively, and unrealized gains of ¥14.9 billion and unrealized losses of ¥26.1 billion were reflected in accumulated other comprehensive income, net of tax as of such dates, respectively. Investment losses related to bonds decreased by ¥136.4 billion from the previous fiscal year to ¥177.7 billion in the fiscal year ended March 31, 2009 due mainly to the reclassification of investment losses related to foreign currency denominated available-for-sale securities from investments gains (losses) to trading account gains (losses) following the adoption of the fair value option under SFAS No. 159 as of April 1, 2008. Investment losses related to bonds for both fiscal years also include the losses on sales of, and impairment losses on various types of, securitization products due to the impact of the dislocation in the global financial market stemming from U.S. subprime loan issues. See “—Overview—Impact of the Dislocation in the Global Financial Markets.”

Trading Account Gains—Net

Trading account gains—net decreased by ¥14.0 billion from the previous fiscal year to ¥122.0 billion in the fiscal year ended March 31, 2009 due mainly to the decrease in gains related to changes in the fair value of derivative financial instruments used to hedge market risks, mainly interest rate risk, that are not eligible for hedge accounting under U.S. GAAP and the losses incurred by consolidated VIEs, such as stock investment

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trusts, due mainly to declines in the stock markets. Trading account gains—net also include losses related to changes in the fair value of foreign currency denominated available-for-sale securities that were elected for fair value treatment under SFAS No.159 as of April 1, 2008, offset in part by trading losses on securitization products incurred by Mizuho Securities. Although Mizuho Securities significantly reduced its holding of foreign currency denominated securitization products, it continues to hold a certain amount of such assets that are exposed to the risk of further declines in value or that may otherwise lead to further losses. While we will endeavor to continue reducing the amount of foreign currency denominated securitization products through sales or other measures, our exposure to assets that are subject to such risk may increase in the future depending on market conditions and other factors. We may be subject to losses in subsequent periods absent a market recovery. For information on securitization products held by Mizuho Securities, see “—Overview—Impact of the Dislocation in the Global Financial Markets.”

Costs and Expenses

In the fiscal year ended March 31, 2009, salaries and employee benefits increased by ¥59.8 billion due mainly to the increase in employee retirement benefit expenses, which in turn was due mainly to the declines in expected returns on pension plan assets and the amortization of net actuarial loss in the fiscal year ended March 31, 2009 compared to the amortization of net actuarial gain in the previous fiscal year. General and administrative expenses and occupancy expenses decreased by ¥9.4 billion and ¥19.1 billion, respectively, through detailed reviews, while costs related to focused areas to which we outlay our management resources, such as further enhancement to our infrastructure to promote our domestic consulting activities with individuals, continue to increase. Although we plan to continue our efforts to reduce general and administrative expenses and occupancy expenses through detailed reviews for the entire group, we expect that such cost reduction will be offset at least in part by increased expenses related to employee retirement benefits.

Impact of the Dislocation in the Global Financial Markets

All figures in this subsection are approximate amounts based on a managerial accounting basis under Japanese GAAP used for risk monitoring purposes.

The impact of the dislocation in the global financial markets stemming from U.S. subprime loan issues has spread widely across the markets for securitization products, including residential mortgage-backed securities (RMBS) and collateralized debt obligations (CDOs) backed by RMBS, regardless of whether they involve U.S. subprime mortgage loans, leading to significant liquidity problems related to securitization products that have contributed to the declines in the value, and disruption of historical pricing relationships, of such products.

The adverse impact has further expanded to various markets such as asset-backed commercial paper (ABCP) and loans related to leveraged buyout transactions. In addition, structured investment vehicles (SIVs), which are investment vehicles designed to earn a spread between the short-term debt that they issue and the longer-term investments (including the types of securities that were impacted by the market dislocation) that they make, have faced significant liquidity issues in connection with their issuances of short-term debt as a result of rating agency downgrades of their longer-term investments and other related market developments.

The foregoing market developments had adversely affected our financial condition and results of operations in the fiscal year ended March 31, 2008. The negative impact continued in the fiscal year ended March 31, 2009 although the losses incurred decreased compared to the previous fiscal year. This subsection sets forth information relating to such effects, taking into account the recommendations relating to disclosure contained within the Report of the Financial Stability Forum on Enhancing Market and Institutional Resilience dated April 7, 2008.

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In the fiscal years ended March 31, 2008 and 2009, our three principal banking subsidiaries, Mizuho Corporate Bank, Mizuho Bank and Mizuho Trust & Banking (including their overseas subsidiaries, but excluding subsidiaries of Mizuho Securities) and Mizuho Securities (including its overseas subsidiaries) incurred the following losses offset in part by hedging profits:

	Fiscal year ended March 31,
	2008			2009
	(in billions of yen)
Three principal banking subsidiaries (including their overseas subsidiaries, but excluding subsidiaries of Mizuho Securities):
Losses on sales of securitization products, etc. (including devaluation and provision of reserve for possible losses on investments)	¥	(93	)	¥	(126	)(3)
Losses associated with ABCP programs (including provision of reserve for contingencies)		(95	)		(4	)
Credit-related costs associated with SIVs		(21	)		—
Net losses on provision of reserve for possible losses on sales of loans(1)		(51	)		(12	)
Profits from hedging of securitization products exposure with credit default swaps		29			23
Subtotal		(232	)		(119	)
Mizuho Securities (including its overseas subsidiaries):(2)
Trading losses (net of hedges) on securitization products		(349	)		(16	)(4)
Losses associated with U.S. financial guarantors (monoline insurers)		(64	)		—
Subtotal		(413	)		(16	)
Total	¥	(645	)	¥	(135	)(5)

Notes:

(1) Separately recorded approximately ¥19.0 billion of credit-related costs in the fiscal year ended March 31, 2009 due to downgrading of some obligors to the intensive control obligors classification or below.

(2) Our other principal securities subsidiary, Mizuho Investors Securities, held only a negligible amount of securitization products as of March 31, 2008 and 2009, and its related gains/losses were also negligible. The figures do not include reserves for counterparty risks associated with the amount to be claimed at settlement of the CDS related to securitization products described in the table titled “Credit default swaps related to securitization products held by Mizuho Securities (including its overseas subsidiaries)” on page 59.

(3) Includes ¥101 billion of losses on sales of foreign currency denominated securitization products, etc. (including devaluation and provision of reserve for possible losses on investments).

(4) Includes ¥12 billion of trading losses (net of hedges) on foreign currency denominated securitization products.

(5) We manage these gains/losses under Japanese GAAP, and beginning the fiscal year ended March 31, 2009, we no longer prepare the information regarding the corresponding figures under U.S. GAAP. The corresponding figure under U.S. GAAP for the fiscal year ended March 31, 2008 was a loss of ¥734 billion compared to a loss of ¥645 billion under Japanese GAAP. We believe that the principal causes for the difference between Japanese GAAP and U.S. GAAP figures include the following:

• Losses on sales of securitization products, etc. (including devaluation and provision of reserve for possible losses on investments) Difference in recognition criteria for declines in the fair value of securities below cost that are deemed to be “other-than-temporary.” See “—Reconciliation with Japanese GAAP—2. Investments” for further information. In addition, following the adoption of SFAS No. 159, we elected the fair value option for foreign currency-denominated available-for-sale securities, including foreign currency-denominated securitization products, on April 1, 2008, resulting in the change in fair value of those securities being recognized in earnings under U.S. GAAP. See note 28 to our consolidated financial statements included elsewhere in this annual report for further information.

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• Net losses on provision of reserve for possible losses on sales of loans. Difference in the calculation of losses related to loans held for sale. Reserves for possible losses on sales of loans under Japanese GAAP do not include relevant general and specific reserves for possible losses on such loans, while valuation losses related to loans held for sale under U.S. GAAP are generally equivalent to the aggregate amount of losses related to reserves for possible losses on sales of loans and reserves for possible losses on such loans under Japanese GAAP. See note 5 to our consolidated financial statements included elsewhere in this annual report for further information on valuation losses related to loans held for sale under U.S. GAAP.

Securitization Products

We continue to hold a significant amount of securitization products. The balance (banking account) of securitization products held by our principal banking subsidiaries (including their overseas subsidiaries, but excluding subsidiaries of Mizuho Securities) was approximately ¥3,090 billion, of which approximately ¥540 billion was foreign currency-denominated as of March 31, 2009. Similarly, the net balance (trading account) held by Mizuho Securities (including its overseas subsidiaries) was approximately ¥227 billion, of which approximately ¥39 billion was foreign currency-denominated as of March 31, 2009.

We reduced significantly the amount of securitization products, in particular foreign currency-denominated securitization products held by Mizuho Securities (including its overseas subsidiaries), in recent years.

The following table shows a breakdown of foreign currency-denominated securitization products held by our principal banking subsidiaries and their overseas subsidiaries, but excluding subsidiaries of Mizuho Securities (banking account) as of March 31, 2008 and 2009:

	As of March 31, 2008					Changes in fiscal year ended March 31, 2009									As of March 31, 2009								Realized gains (losses) in fiscal year ended March 31, 2009(1)(2)			As of March 31, 2009
	Balance (fair value)(1)			Marks (%) (fair value)/ (face value)		Gains (losses)(8)			Foreign exchange rates			Sales, etc.			Balance (fair value)(1)(2)			Marks (%) (fair value)/ (face value)		Unrealized gains (losses)(2)						Hedged proportions(3)
	(in billions of yen, except percentages)
ABSCDOs, CDOs	¥	126		51	%	¥	(41	)	¥	(11	)	¥	(26	)	¥	49		23	%	¥	(3	)	¥	(44	)	30	%
CDOs backed by RMBS		36		28			(29	)		(1	)		(2	)		5	(4)	3			0			(29	)	—
CDOs except above		90	(5)	77			(11	)		(11	)		(24	)		44	(5)	55			(3	)		(15	)	30
CDOs backed by claims against corporations(6)		90		77			(11	)		(11	)		(24	)		44		55			(3	)		(15	)	30
CDOs backed by commercial mortgage-backed securities (CMBS)		—		—			—			—			—			—		—			—			—		—
RMBS		319		86			(36	)		(57	)		(38	)		188		68			(21	)		(37	)	60
RMBS with underlying assets in the U.S.(7)		—		—			—			—			—			—		—			—			—		—
RMBS except above (RMBS with underlying assets mainly in Europe)		319		86			(36	)		(57	)		(38	)		188		68			(21	)		(37	)	60
ABS, collateralized loan obligations (CLOs) and others		444		85			(8	)		(40	)		(92	)		303		79			(29	)		(20	)	50
CLOs(6)		195		86			7			(7	)		(12	)		182		90			(20	)		(6	)	50
ABS		169		93			(8	)		(19	)		(74	)		69		77			(4	)		(8	)	40
CMBS		79		89			(7	)		(14	)		(6	)		52		76			(5	)		(6	)	50
SIV-related		—		—			—			—			—			—		—			—			0		—
Total	¥	889		78	%	¥	(85	)	¥	(108	)	¥	(155	)	¥	540		62	%	¥	(53	)	¥	(101	)	50	%

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Notes:

(1) Except for the securitization products which were the reference assets of our securitization schemes for transferring credit risk to third parties (hedged portion), a reserve for possible losses on investments has been provided since March 31, 2008 against unrealized losses on securitization products related to the discontinuation of business regarding credit investments primarily in Europe, which had been made as an alternative to loans. The balance of reserve was approximately ¥32 billion as of March 31, 2009. Since securities were recognized at fair value on the consolidated balance sheet, the relevant balances as of March 31, 2008 and March 31, 2009 were those after being offset by the amount of reserve for possible losses on investments.

(2) With respect to the vast majority of credit investments in securitization products made as an alternative to loans by our European and North American offices, we changed the calculation method for fair value and applied reasonably calculated prices based on the reasonable estimates of our management as fair value as of March 31, 2009. The book value of the relevant securitization products after the change was approximately ¥515 billion.

(3) The approximate proportions of balances (fair value) of our securitization products, as of March 31, 2009, which were the reference assets of our securitization schemes (with CDS and other means) for transferring credit risk to third parties until maturity. In some of these securitization schemes, a portion of the credit risk of the reference assets remained with us through our retaining a small first loss position and a portion of senior tranches. As of March 31, 2009, the hedges included approximately ¥163 billion (on a notional amount basis) of credit default swaps entered into with a financial services subsidiary (A- rating) of a multi-line insurance company and approximately ¥98 billion (on a notional amount basis) of credit default swaps entered into with a government-affiliated financial institution (AA- rating). The ratings were based on the lowest external ratings as of March 31, 2009.

(4) The proportion of U.S. subprime mortgage loan-related assets to the total underlying assets of this CDO was up to approximately 40%. The entire balance (fair value) consisted of super senior tranche.

(5) The entire balance consisted of securitization products backed by original assets (i.e., non-securitized assets).

(6) Re-classified a part of the securitization products, which had been categorized in “CDOs backed by claims against corporations” as of March 31, 2008, to “CLOs” after a review of the definition of each category since our disclosure for the first quarter of fiscal year ended March 31, 2009.

(7) Excludes U.S. government-owned corporation (Ginnie Mae) bonds and government-sponsored enterprise (Fannie Mae and Freddie Mac) bonds. The balance of those bonds as of March 31, 2009 was approximately ¥665 billion, of which approximately ¥663 billion consisted of RMBS guaranteed by Ginnie Mae with approximately ¥18 billion of unrealized gains. There was no holding of stocks of these entities.

(8) Includes realized gains (losses) and changes in unrealized gains (losses).

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The following table shows a breakdown of foreign currency-denominated securitization products held by Mizuho Securities and its overseas subsidiaries (trading account, net of hedges) as of March 31, 2008 and 2009:

	As of March 31, 2008					Changes in fiscal year ended March 31, 2009									As of March 31, 2009					Realized gains (losses) in fiscal year ended March 31, 2009
	Balance (fair value)			Marks (%) (fair value)/ (face value)		Realized losses			Foreign exchange rates			Sales, etc.			Balance (fair value)			Marks (%) (fair value)/ (face value)
	(in billions of yen, except percentages)
ABSCDOs, CDOs	¥	50		18	%	¥	(6	)	¥	(1	)	¥	(37	)	¥	6		2	%	¥	(6	)
CDOs backed by RMBS		24		10			(6	)		(1	)		(11	)		6	(1)	2			(6	)
Hedged by CDS with a non-investment grade financial guarantor(2)		11		17			—			—			—			—		—			—
CDOs except above(4)		26	(3)	83			0			(0	)		(26	)		—		—			0
CDOs backed by claims against corporations		16		92			—			—			(16	)		—		—			—
Hedged by CDS with a non-investment grade financial guarantor(2)		—		—			—			—			—			—		—			—
CDOs backed by CMBS		0		8			0			(0	)		(0	)		—		—			0
RMBS		53		27			(1	)		(1	)		(50	)		1		1			(1	)
RMBS backed by U.S. subprime mortgage loans		15		31			(0	)		(0	)		(15	)		0		2			(0	)
RMBS except above (RMBS backed by mid-prime loans, prime loans and others)(5)		38		26			(1	)		(1	)		(35	)		1		1			(1	)
RMBS backed by mid-prime loans (Alt-A)		19		26						(19	)					0		1
ABS, CLOs and others		2		67			(4	)		(1	)		35			32		79			(5	)
CLOs(4)		2		73			(3	)		(1	)		26			24		83			(3	)
CMBS		0		43			(0	)		(0	)		(0	)		0		14			(0	)
SIV-related		—		—			—			—			8	(6)		8	(6)	72			(2	)
Total	¥	105		22	%	¥	(12	)	¥	(2	)	¥	(52	)	¥	39		12	%	¥	(12	)

Notes:

(1) The proportion of U.S. subprime mortgage loan-related assets to total underlying assets was approximately 10%. Approximately 50% of the balance (fair value) was super senior tranche.

(2) CDO exposures hedged by CDS with a non-investment grade (based on external ratings as of March 31, 2008) U.S. financial guarantor (monoline insurers), net of allowance. The hedging transaction was terminated in August, 2008. The related figures are included in “CDOs backed by RMBS.”

(3) The entire balance consisted of securitization products backed by original assets (i.e., non-securitized assets).

(4) Re-classified the securitization products, which had been categorized in “CDOs except above” as of March 31, 2008, to “CLOs” after a review of the definition of each category since our disclosure for the first quarter of the fiscal year ended March 31, 2009.

(5) Excludes U.S. government-owned corporation (Ginnie Mae) bonds and government-sponsored enterprise (Fannie Mae and Freddie Mac) bonds. The balance of the corporate bonds issued by Fannie Mae and Freddie Mac as of March 31, 2009 was approximately ¥38 billion, which were held for the purpose of, among other things, market-making activities in the U.S. The bonds were subject to mark-to-market

58

accounting so there were no unrealized losses. The realized losses for the fiscal year ended March 31, 2009 were approximately ¥2 billion. The total balance of RMBS guaranteed by them was negligible. There was no holding of stocks of these entities.

(6) Obtained senior bonds issued by an SIV in settlement of CDS transactions where such bonds were treated as collateral. These CDS transactions were related to our CDO structuring business.

The following table shows a breakdown of credit ratings of the counterparties and reference assets of credit default swaps related to securitization products held by Mizuho Securities (including its overseas subsidiaries) as of March 31, 2009:

	As of March 31, 2009
	Notional amount (A)		Fair value of reference asset (B)		Amount to be claimed at settlement (Net present value) (A) – (B) – (any cash received) = (C)		Reserves for (C)
	(in billions of yen)
Credit default swaps related to securitization products held by Mizuho Securities (including its overseas subsidiaries):
AAA(1)	¥	—	¥	—	¥	—	¥	—
RMBS CDOs		—		—		—		—
Other CDOs (backed by claims against corporations)		—		—		—		—
AA(1)		189		158		31		7
RMBS CDOs		40		34		6		1
Other CDOs (backed by claims against corporations)		149		124		25		7
of which counterparties are U.S. monoline insurers		27		20		7		5
A to BBB(1)		109		51		39		13
RMBS CDOs(2)		20		0		0		—
Other CDOs (backed by claims against corporations)(3)		90		51		39		13
Non-investment grade or no ratings(1)		—		—		—		—
RMBS CDOs		—		—		—		—
Other CDOs (backed by claims against corporations)		—		—		—		—
Total	¥	298	¥	208	¥	70	¥	20
Of which counterparties are U.S. monoline insurers	¥	27	¥	20	¥	7	¥	5

Notes:

(1) Categorized by the lowest grade (external credit ratings as of March 31, 2009) in case of crossover credit. When the counterparty was guaranteed by third parties, categorized by the higher grade of either of them. In case of SPVs that do not have issuer ratings, categorized by the parties with which final risk resided.

(2) The balance of difference between the notional amount and the fair value of reference asset (approximately ¥20 billion) had already been received in cash from a CDS protection seller, thus the net present value for that portion became nil (=no counterparty risk).

(3) For a portion of the amount, some of the rating agencies downgraded to BB equivalent rating as of May 19, 2009.

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The following tables show breakdowns based on credit ratings and geographic distribution of foreign currency-denominated securitization products held by (i) our principal banking subsidiaries (including its overseas subsidiaries, but excluding subsidiaries of Mizuho Securities) and (ii) Mizuho Securities (including its overseas subsidiaries) as of March 31, 2009:

	As of March 31, 2009
	RMBS CDOs			Other CDOs			RMBS			CLOs			ABS			CMBS			Total
	(in billions of yen, except percentages)
Foreign currency-denominated securitization products held by our principal banking subsidiaries (including their overseas subsidiaries, but excluding subsidiaries of Mizuho Securities):
Balance (fair value)	¥	5		¥	44		¥	188	(1)	¥	182		¥	69	(2)	¥	52		¥	540
By credit rating:
AAA		0	%		34	%		10	%		97	%		25	%		29	%		45	%
AA		0			21			40			0			9			40			21
A		0			23			34			0			51			30			23
BBB		0			12			15			0			12			1			8
BB or lower; no ratings		100			11			2			3			3			1			4
By geography:
United States		100	%		17	%		0	%		92	%		10	%		0	%		34	%
Europe		0			83			91			8			90			100			62
Asia		0			0			9			0			0			0			3

Notes:

(1) Breakdowns of RMBS on a country-by-country basis and based on year of issuance are as follows:

United Kingdom	46	%	2004	6	%
Netherlands	25		2005	41
Spain	12		2006	35
Others	16		2007	17

(2) Major underlying assets of ABS are as follows:

Credit card receivables	34	%
Lease/auto loan receivables	46
Others	20

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	As of March 31, 2009
	RMBS CDOs			U.S. subprime RMBS			Other RMBS			CLOs			SIV			Total
	(in billions of yen, except percentages)
Foreign currency-denominated securitization products held by Mizuho Securities (including its overseas subsidiaries):
Balance (fair value)	¥	6		¥	0	(1)	¥	1	(1)	¥	24		¥	8		¥	39
By credit rating:
AAA		0	%		0	%		0	%		36	%		0	%		23	%
AA		0			20			0			23			0			14
A		0			0			0			0			100			20
BBB		0			14			0			6			0			4
BB or lower; no ratings		100			65			100			35			0			38
By geography:
United States		100	%		100	%		100	%		65	%		100	%		78	%
Europe		0			0			0			0			0			0
Asia		0			0			0			34			0			22

Note:

(1) A breakdown based on year of issuance of RMBS backed by U.S. subprime mortgage loans and other RMBS combined is as follows:

2007	84	%
2006	13

The following table shows a breakdown of yen-denominated securitization products held by (i) our principal banking subsidiaries (including their overseas subsidiaries, but excluding subsidiaries of Mizuho Securities) and (ii) Mizuho Securities (including its overseas subsidiaries) as of March 31, 2009:

	Our principal banking subsidiaries (including their overseas subsidiaries, but excluding     subsidiaries of Mizuho Securities)					Mizuho Securities (including its overseas subsidiaries)
	Balance (fair value) as of March 31, 2009		Unrealized gains (losses) as of March 31, 2009			Balance (fair value) as of March 31, 2009		Realized gains (losses) in the fiscal year ended March 31, 2009
	(in billions of yen)
Japanese yen-denominated securitization products	¥	2,549	¥	(34	)(1)	¥	188	¥	(5	)
ABSCDOs, CDOs		96		(6	)		45		(3	)
CDOs backed by RMBS		—		—			1		(0	)
CDOs except above		96		(6	)		45		(3	)
CDOs backed by claims against corporations		94		(6	)		45		(3	)
CDOs backed by CMBS		2		(0	)		—		—
RMBS(2)		1,137		(8	)		9		(1	)
ABS, CLOs and others		1,316		(21	)		134		(1	)
CMBS		849		(20	)		12		(0	)
ABS		406		0			117		(2	)
CLOs		61		(1	)		5		1

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Notes:

(1) Realized losses for our principal banking subsidiaries (including their overseas subsidiaries, but excluding subsidiaries of Mizuho Securities) in the fiscal year ended March 31, 2009 was approximately ¥25 billion.

(2) Represents RMBS originated by Japanese financial institutions and others. Japan Housing Finance Agency Bonds were excluded. Balance of Japan Housing Finance Agency Bonds as of March 31, 2009 was as follows:

Banking subsidiaries	Balance: approximately ¥157 billion, Unrealized losses: approximately ¥4 billion
Securities subsidiaries	Balance: approximately ¥15 billion, Realized gains/losses: negligible

Loans Held for Sale for which Reserve for Possible Losses on Sales of Loans was Recorded (Banking Subsidiaries)

As of March 31, 2009, we had a total of approximately ¥105 billion in loans held for sale, including approximately ¥7 billion in undrawn commitments related mainly to overseas leveraged buyout financings. We recorded approximately ¥28 billion of reserve for possible losses on sales of loans against these loans held for sale as of March 31, 2009 at a reserve ratio of 27.2%. Of the balance of loans held for sale, 80% constituted loans in Europe, 10% in the Americas, 5% in Japan and 5% in Asia (ex-Japan). These figures exclude those related to intensive control obligors classification or below. The reserve ratio would be 35.5%, if including the balances of loans held for sale to such obligors and the amounts of both reserves for possible losses on loans and reserve for contingencies in relation to the relevant balances. Out of the above-mentioned ¥105 billion, the LBO/MBO related loans held for sale amounted to approximately ¥81 billion, and the relevant reserve ratio was 30.2%. These figures exclude those related to intensive control obligors classification or below. The reserve ratio would be 37.9%, if including the balances of loans held for sale to such obligors and the amounts of both reserves for possible losses on loans and reserve for contingencies in relation to the relevant balances. Reserve for possible losses on sales of loans was provided based on the following priority in valuation methods: (1) market prices, (2) market prices of similar transactions, (3) prices reasonably calculated by proprietary model reflecting factors relative to each local market conditions. As of March 31, 2009, the top five loans, in terms of amount of loans held for sale, represented approximately 80% of total loans held for sale. With respect to a portion of loans held for sale by our European offices (¥348.2 billion), we reclassified such loans as loans other than loans held for sale, based on the reasonably calculated prices, at the end of December 31, 2008.

The total balance of leveraged loans, primarily including LBO financing and MBO financing, including loans held for sale and loans held within our loan portfolio, was ¥1.3 trillion of which ¥0.1 trillion was included in loans held for sale as of March 31, 2009. Of the balance of leveraged loans, 62% constituted loans in Europe, 21% in the Americas, 9% in Asia (ex-Japan) and 9% in Japan. The balances include commitments that had not been drawn but for which documentation had been concluded.

	Loans held for sale		Reserve for possible losses on sales of loans		Reserve ratio
	(in billions of yen, except percentages)
As of March 31, 2008	¥  806		¥	51	6.3	%
Foreign exchange rate impact	approx.      (31)			—	—
Newly underwritten	approx.           5			—	—
Sales, etc.	approx.    (674)			—	—
As of March 31, 2009	105	(1)		29	27.2

Note:

(1) Of which approximately ¥7 billion was unused commitments.

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Overseas Asset-backed Commercial Paper Programs (Banking Subsidiaries)

As of March 31, 2009, the balance of the total assets acquired by overseas asset-backed commercial paper conduits, for which Mizuho Corporate Bank acted as a sponsor, was approximately ¥150 billion, which included approximately ¥82 billion of securitization products backed by credit card receivables, account receivables, auto lease receivables and others. Of the total balance of ¥150 billion, credit card receivables constituted 42%, account receivable constituted 16%, auto lease (rent-a-car) receivables constituted 6%, loans against auto dealers constituted 20% and others constituted 17%. No U.S. subprime mortgage loan-related assets were included. The balance of securitization products acquired by the aforementioned overseas ABCP conduits decreased almost by half from that as of March 31, 2008 due primarily to redemptions at maturities.

With respect to a portion of a liquidity facility for one of the overseas ABCP programs mentioned above, Mizuho Corporate Bank recorded approximately ¥4 billion of reserve for contingencies for the equivalent amount of the entire valuation losses on approximately ¥7 billion of securitization products backed by auto lease receivables (guaranteed by a U.S. monoline insurer) as of March 31, 2009.

Securitization Products Guaranteed by U.S. Monoline Insurers (Banking Subsidiaries)

Approximately ¥8 billion of securitization products backed by auto lease receivables was guaranteed by U.S. monoline insurers. The balance decreased significantly from approximately ¥30 billion as of March 31, 2008 due to redemptions at maturities. See “—Overview—Impact of the Dislocation in the Global Financial Markets—Overseas Asset-backed Commercial Paper Programs (Banking Subsidiaries).”

Loans Guaranteed by U.S. Monoline Insurers (Banking Subsidiaries)

As of March 31, 2009, approximately ¥13 billion of Mizuho Corporate Bank’s loan commitments to overseas infrastructure projects (of which approximately ¥6 billion was drawn) was guaranteed by U.S. monoline insurers. No U.S. subprime mortgage loan-related exposure was included. There were no particular concerns regarding the credit condition of the projects as of March 31, 2009.

Other Relevant Information (Banking Subsidiaries)

As of March 31, 2009, we had a total of approximately ¥45 billion in outstanding loans to U.S. mortgage lenders mainly for their working capital, with approximately 40% of those companies (based on loan amount) having ratings in the “A” range and the rest having ratings in the “BB” range (ratings are based on the lowest external ratings as of March 31, 2009). As of March 31, 2009, we had no subprime-related warehouse loans, or loans that provide interim funding to other financial institutions while they accumulate assets for a new asset-backed securities issuance. With respect to investments and loans associated with SIVs held by our banking subsidiaries, all exposures had already been written-off in the fiscal year ended March 31, 2008. There were no SIVs established that received liquidity support and other assistance from our banking subsidiaries.

As shown above, we continue to hold a significant amount of assets that are exposed to the risk of further declines in value or that may otherwise lead to further losses. While we will endeavor to continue reducing the amount of foreign securitization products through sales or other measures, our exposure to assets that are subject to such risks may increase in the future depending on market conditions and other factors.

Our Special Purpose Entities

Our use of special purpose entities relates mainly to variable interest entities, or VIEs, and qualifying special purpose entities, or QSPEs. The following sets forth information regarding our VIEs and QSPEs.

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Variable Interest Entities (VIEs)

Our VIEs are distinguished between those that are consolidated for purposes of our consolidated financial statements and those that are not. VIEs are consolidated if we are deemed to be the primary beneficiary of those VIEs. With respect to certain unconsolidated VIEs, we determined that, while we were not the primary beneficiary, they were “significant or sponsored unconsolidated variable interest entities” due to our significant variable interests. In the normal course of business, we are 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; and

• trust arrangements and other.

The following table shows the amount of assets held by consolidated VIEs and total assets and maximum exposure to loss for our significant or sponsored unconsolidated VIEs related to each type of transaction:

	As of March 31, 2009
	Total assets of consolidated and significant or sponsored   unconsolidated VIEs		Consolidated VIEs		Significant or sponsored unconsolidated VIEs
			Consolidated assets		Total assets		Maximum exposure to loss(1)
	(in millions of yen)
Asset-backed commercial paper/loan programs	¥	2,497,291	¥	2,497,291	¥	—	¥	—
Asset-backed securitizations		2,034,439		616,794		1,417,645		43,908
Single-seller programs		88,036		73,110		14,926		15,000
Investments in securitization products		37,674		37,674		—		—
Investment funds		3,042,412		607,284		2,435,128		412,983
Trust arrangements and other		933,249		—		933,249		452,549
Total	¥	8,545,065	¥	3,759,043	¥	4,786,022	¥	909,440

Note:

(1) Maximum exposure to loss is the contractual or notional amounts of liquidity facilities and other off-balance-sheet credit related support or principal amount of financing or investments, and is not indicative of the ongoing exposure which is managed within our risk management framework.

Asset-backed commercial paper/loan programs in the above table consist of multi-seller programs that we manage, which provide our clients with off-balance-sheet and/or cost-effective financing. Asset-backed securitizations in the above table consist of non-multi-seller programs that we arrange, which include various types of structured financings to meet clients’ various off-balance-sheet financing needs (referred to as single-seller programs in this subsection) and CDOs, CLOs or other repackaged instruments that are issued by VIEs to meet clients’ or investors’ financial needs.

We generally provide liquidity and credit support facilities and other financing to VIEs related to the multi- and single-seller programs, and as a result, these VIEs are generally treated as consolidated VIEs.

See note 26 in our consolidated financial statements included elsewhere in this annual report for further descriptions regarding the above transaction types including those other than the two described above.

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Asset-backed commercial paper/loan programs

VIEs categorized under asset-backed commercial paper/loan programs consist of conduits for multi-seller programs. These VIEs purchase receivables from participating clients and other financial assets to meet off-balance-sheet or liquidity needs. The following tables show certain information related to such multi-seller asset-backed commercial paper/loan programs and their acquired assets as of March 31, 2009. All figures in the tables below and in the accompanying footnotes are approximate amounts based on a managerial accounting basis used for risk monitoring purposes.

	As of March 31, 2009
	(in millions of yen)
Consolidated multi-seller asset-backed commercial paper/loan programs:
Total assets held by conduits	¥	2,497,291
Total commercial paper issued by conduits		311,650
Liquidity, credit support facilities and other financing(1)		6,537,069

Note:

(1) Liquidity, credit support facilities and other financing include conditional and unconditional liquidity and credit facilities as well as loans actually provided.

	Geographic distribution as of March 31, 2009
	Japan		United States		Total
Consolidated multi-seller asset-backed commercial paper/loan programs:
Type of acquired assets:
Credit cards	3	%	2	%	5	%
Residential mortgage loans	0		0		0
Auto loans	2		0		2
Lease payment receivables	7		1		8
Account and note receivables	78		1		79
Real estate	0		0		0
Others	5		1		6
Total	95	%	5	%	100	%

	As of March 31, 2009
	Credit ratings(1)												Balances by expected maturity
	AAA		AA		A		BBB		BB or lower; no ratings		Total		Less than 1 year		1 to 5 years		Over 5 years		Total
Consolidated multi-seller asset-backed commercial paper/loan programs of which acquired assets are in Japan:
Type of acquired assets:
Credit cards	0	%	0	%	3	%	0	%	0	%	3	%	3	%	0	%	0	%	3	%
Residential mortgage loans	0		0		0		0		0		0		0		0		0		0
Auto loans	0		0		0		0		2		2		1		1		0		2
Lease payment receivables	0		0		5		1		1		7		3		4		0		7
Account and note receivables	2		1		24		32		19		78		78		0		0		78
Real estate	0		0		0		0		0		0		0		0		0		0
Others	1		0		3		1		0		5		4		1		0		5
Total	3	%	1	%	35	%	34	%	22	%	95	%	89	%	6	%	0	%	95	%

65

Note:

(1) Credit ratings are based on internal credit ratings.

	As of March 31, 2009
	Credit ratings(1)												Balances by expected maturity
	AAA		AA		A		BBB		BB or lower; no ratings		Total		Less than 1 year		1 to 5 years		Over 5 years		Total
Consolidated multi-seller asset-backed commercial paper/loan programs of which acquired assets are located overseas:
Type of acquired assets:
Credit cards	0	%	0	%	0	%	2	%	0	%	2	%	0	%	2	%	0	%	2	%
Residential mortgage loans	0		0		0		0		0		0		0		0		0		0
Auto loans	0		0		0		0		0		0		0		0		0		0
Lease payment receivables	0		0		0		0		1		1		1		0		0		1
Account and note receivables	0		0		1		0		0		1		1		0		0		1
Real estate	0		0		0		0		0		0		0		0		0		0
Others	0		0		1		0		0		1		1		0		0		1
Total	0	%	0	%	2	%	2	%	1	%	5	%	3	%	2	%	0	%	5	%

Note:

(1) Credit ratings are based on internal credit ratings.

Asset-backed securitizations

VIEs categorized under asset-backed securitizations include several single-seller programs used for the purpose of off-balance-sheet financing for our corporate customers, to which we provide liquidity and credit support facilities and other financing and are thus generally consolidated. Typically, VIEs related to single-seller programs purchase corporate claims such as account receivables from our corporate customers and provide factoring services. Those claims are generally generated in the normal course of the on-going businesses of our Japanese corporate customers in Japan, and thus we view the risks related to our providing liquidity and credit support facilities and other financing to be relatively limited under current circumstances. The aggregate amount of assets of such single-seller VIEs was ¥88 billion as of March 31, 2009.

VIEs categorized under asset-backed securitizations also include VIEs that issue CDOs, CLOs or other repackaged instruments that we arrange. The aggregate amounts of assets held by VIEs that issue CDOs categorized as consolidated VIEs and significant or sponsored unconsolidated VIEs were ¥33 billion and ¥130 billion, respectively. Our maximum exposure to loss with respect to such significant or sponsored unconsolidated VIEs was negligible.

Losses relating to VIEs that issue such CDOs, CLOs or other repackaged instruments due to the dislocation in the global financial markets as of March 31, 2009 are generally reflected in our financial statements either through consolidation in the case of consolidated VIEs or through a decline in the value of our interest in VIEs in the case of unconsolidated VIEs.

Qualifying Special Purpose Entities (QSPEs)

QSPEs are passive entities designed to purchase assets and pass through the cash flows from those assets to the investors and, subject to specified conditions, are generally exempt from consolidation pursuant to FASB Interpretation No. 46. The total assets of our QSPEs were ¥394 billion as of March 31, 2009. The acquired assets of such QSPEs were primarily residential mortgage loans in Japan.

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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 SFAS No. 114. In accordance with SFAS No. 114, “Accounting by Creditors for Impairment of a Loan” (“SFAS No. 114”), we measure the value of specifically identified impaired loans based on the expected cash flows discounted at the loans’ initial effective interest rates, or as a practical expedient, using the observable market prices or the fair value of collateral if the loan is collateral dependent, when it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. Management identifies impaired loans through the credit quality review process, in which the debtor’s ability to service its debt is assessed. The difference between our evaluation of the value 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 SFAS No. 5. In accordance with SFAS No. 5, “Accounting for Contingencies” (“SFAS No. 5”), 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-homogenous loans which have not been identified as impaired. The determination of expected losses is based on a statistical analysis of our historical default and loan loss data, as well as data from third-party sources. The estimation of the formula allowance is back-tested on a periodic basis by comparing the allowance with the actual results subsequent to the balance sheet date.

• Adjustment of SFAS No. 5 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 SFAS No. 114 but to which special isolated risks apply, management assesses each loan individually to determine appropriate allowance amounts in lieu of mechanically applying the SFAS No. 5 formula-based allowance.

We assess probable loss amounts for guarantees using the same categories and evaluation methods as loans. We similarly assess probable loss amounts for loan commitments, taking into account the probability of drawdowns.

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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 differ 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

Effective April 1, 2008, we adopted SFAS No. 157, which clarifies the definition of fair value and the method used to measure fair value and expands the disclosure requirements about fair value measurements. SFAS No.157 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 price is available, the fair values of debt securities and over-the-counter derivative contracts in this category are determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data.
Level 3	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques.

For assets and liabilities classified in Level 1 and 2 of the hierarchy, where inputs are principally based on observable market data, there is less judgment or estimate in determining fair value, while the determination 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 SFAS No. 109, “Accounting for Income Taxes,” as amended (“SFAS No. 109”), a valuation allowance is recognized for any portion of the deferred tax assets where it is considered more likely than not that it will not be realized, based on projected future income and future reversals of existing taxable temporary differences. Because we have not opted to be subject to consolidated taxation, deferred tax assets and liabilities are calculated separately for each member of our consolidated group.

The determination of a valuation allowance is an inherently uncertain process due to the use of projected future taxable income and subjective assessments in the effectiveness of our available tax planning strategies provided for under SFAS No. 109. For example, variances in future projected operating performance or tax law

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changes that impact our tax planning strategies could result in a change in the valuation allowance. 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 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 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 our 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 governmental and corporate bonds that received a rating of AA(Aa) or higher from rating agencies. The durations of such bonds closely match that of the pension benefit obligation. Assumed discount rates were reevaluated at each measurement date.

The expected rate of return for each asset class 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 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, 2007, 2008 and 2009:

	Fiscal years ended March 31,
	2007		2008			2009
	(in billions of yen)
Interest and dividend income	¥	2,639.3	¥	3,110.2		¥	2,384.2
Interest expense		1,571.4		1,911.5			1,102.0
Net interest income		1,067.9		1,198.7			1,282.2
Provision (credit) for loan losses		182.1		(57.8	)		567.4
Net interest income after provision (credit) for loan losses		885.8		1,256.5			714.8
Noninterest income		1,195.9		1,094.9			452.2
Noninterest expenses		1,294.6		1,450.6			1,463.5
Income (loss) before income tax expense		787.1		900.8			(296.5	)
Income tax expense		163.2		672.2			761.9
Net income (loss)	¥	623.9	¥	228.6		¥	(1,058.4	)

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Executive Summary

Fiscal Year Ended March 31, 2009 Compared to Fiscal Year Ended March 31, 2008

Net interest income increased by ¥83.5 billion, or 7.0%, from the previous fiscal year to ¥1,282.2 billion in the fiscal year ended March 31, 2009 due to an increase in net foreign interest and dividend income of ¥46.3 billion and an increase in net domestic interest and dividend income of ¥37.2 billion. The increase in net foreign interest and dividend income was due mainly to decreases in interest expense on foreign short-term borrowings and foreign interest-bearing deposits as a result of decrease in the average interest rates, offset in part by a decrease in interest and dividend income from foreign call loans and funds sold, and receivables under resale agreements and securities borrowing transactions as a result of decrease in the average yields, both of which reflect general declines in U.S. dollar and euro interest rate levels. The increase in net domestic interest and dividend income was due mainly to a decrease in interest expense on domestic interest-bearing deposits, reflecting a decrease in the average interest rate as a result of a decline in yen interest rate levels, offset in part by a decrease in interest and dividend income from domestic investments and a decrease in interest income from interest-bearing deposits in other banks. The decrease in interest and dividend income from domestic investments was due to a decrease in the average balance of domestic investments due mainly to the decrease in the balance of equity securities reflecting declines in domestic stock prices and the balance of debt securities as a result of the turmoil in the financial markets, and the decrease in interest income from interest-bearing deposits in other banks was due mainly to a decrease in average yields as a result of a decline in yen interest rate levels. We had a provision for loan losses of ¥567.4 billion compared to a credit of ¥57.8 billion in the previous fiscal year due mainly to declines in the financial condition of domestic SMEs and middle-market corporations, the effect of the collapse of Lehman Brothers on our exposures to related entities and the weakening credit status of overseas loans reflecting the global economic downturn, as well as increased estimated loss rates related to normal obligors.

Noninterest income decreased by ¥642.7 billion, or 58.7%, from the previous fiscal year to ¥452.2 billion in the fiscal year ended March 31, 2009 due mainly to a decrease in foreign exchange gains—net, an increase in investment losses—net and a decrease in fees and commissions. The decrease in foreign exchange gains—net was due mainly to translation gains with respect to foreign currency-denominated liabilities in the fiscal year ended March 31, 2008 that were funded and incurred to offset foreign exchange risk related to foreign currency-denominated available-for-sale securities. The increase in investment losses—net was due mainly to investment losses related to equity securities in the fiscal year ended March 31, 2009, compared to investment gains related to equity securities in the previous fiscal year, as a result of an increase in impairment losses on and a decrease in gains on sales of equity securities reflecting declines in domestic and overseas stock markets. The decrease in fees and commissions was due mainly to a decrease in fees for other customer services and a decrease in fees and commissions from securities-related business. The decrease in fees for other customer services was due mainly to a decrease in trust business-related fees other than those included in trust fees such as brokerage fees related to real estate transactions and other fees and commissions such as sales agency fees related to insurance products including individual annuities. The decrease in fees and commissions from securities-related business was due mainly to decreases in underwriting commissions related to private offerings of debt securities and sales commissions related to investment trusts which were negatively impacted by adverse market conditions, including declines in domestic stock markets.

Noninterest expenses increased by ¥12.9 billion, or 0.9%, from the previous fiscal year to ¥1,463.5 billion in the fiscal year ended March 31, 2009 due mainly to an increase in the provision for losses on off-balance-sheet instruments and an increase in salaries and employee benefits, offset in part by a decrease in impairment of goodwill and a decrease in other noninterest expenses. The increase in provision for losses on off-balance-sheet instruments was due mainly to an increase in allowance for losses on off-balance-sheet transactions primarily as a result of downgrades in credit ratings of some obligors reflecting declines in their financial condition. The increase in salaries and employee benefits was due mainly to the effect of increased employee retirement benefit expenses as a result of a decline in expected return on plan assets and the amortization of net actuarial loss in the fiscal year ended March 31, 2009 compared to the amortization of net actuarial gain in the previous fiscal year. The decrease in impairment of goodwill was due to impairment of goodwill incurred in the fiscal year ended March 31, 2008 as a result of the carrying amount of Mizuho Investors Securities and Mizuho Securities exceeding their fair value. The decrease in other noninterest expenses was due mainly to the decrease in valuation losses related to loans held for sale mainly in connection with overseas leveraged buyout financings.

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As a result of the foregoing, income (loss) before income tax expense was a loss of ¥296.5 billion in the fiscal year ended March 31, 2009 compared to income of ¥900.8 billion in the previous fiscal year. Income tax expense increased by ¥89.7 billion to ¥761.9 billion in the fiscal year ended March 31, 2009 due mainly to an increase in deferred income tax expense. As a result, net income (loss) was a loss of ¥1,058.4 billion in the fiscal year ended March 31, 2009 compared to income of ¥228.6 billion in the previous fiscal year.

Fiscal Year Ended March 31, 2008 Compared to Fiscal Year Ended March 31, 2007

Net interest income increased by ¥130.8 billion, or 12.2%, from the previous fiscal year to ¥1,198.7 billion in the fiscal year ended March 31, 2008 due to an increase in net foreign interest and dividend income of ¥118.6 billion and an increase in net domestic interest and dividend income of ¥12.3 billion. The increase in net foreign interest and dividend income was due mainly to the effects of an increase in the average balance of foreign loans and investments as a result of our efforts to increase such assets which more than offset the effects of the increase in the average balances of foreign short-term borrowings and foreign deposits as we increased funding from these sources for our loans and investments in foreign securities. The increase in net domestic interest and dividend income was due mainly to an increase in interest and dividend income on loans and investments, reflecting a rise in the average loan yield as a result of an increase in yen interest rate levels, offset in part by an increase in domestic interest expense, such as interest expense on deposits, reflecting an increase in yen interest rate levels. The increase in domestic interest and dividend income was larger than the increase in domestic interest expense due mainly to the general insensitivity of yen demand deposits to changes in market interest rate levels. We had a credit for loan losses of ¥57.8 billion compared to a provision of ¥182.1 billion in the previous fiscal year due to upgrades in the internal credit ratings of some large borrowers which had previously been downgraded in the fiscal year ended March 31, 2007, offset in part by an increase in the allowance for loan losses due mainly to the declining trend in the financial condition of SMEs and the downgrading of some large borrowers.

Noninterest income decreased by ¥101.0 billion, or 8.4%, from the previous fiscal year to ¥1,094.9 billion in the fiscal year ended March 31, 2008 due mainly to a decrease in trading account gains—net and a decrease in other noninterest income, offset in part by foreign exchange gains—net recorded in the fiscal year compared to foreign exchange losses—net incurred in the previous fiscal year. The decrease in trading account gains—net was due mainly to the trading losses on securitization products incurred by Mizuho Securities and its overseas subsidiaries in connection with the dislocation in the global financial markets. The decrease in other noninterest income was due mainly to the subsidy received from the Japanese government in the fiscal year ended March 31, 2007 after the completion of the transfer of the obligations and assets relating to the substitutional portion of the employees’ pension funds to the government. The foreign exchange gains—net was due mainly to the translation gains with respect to foreign currency-denominated liabilities that were funded and incurred to offset foreign exchange risk related to foreign currency-denominated available-for-sale securities in the fiscal year ended March 31, 2008, compared to translation losses in the previous fiscal year.

Noninterest expenses increased by ¥156.0 billion, or 12.1%, from the previous fiscal year to ¥1,450.6 billion in the fiscal year ended March 31, 2008 due mainly to an increase in other noninterest expenses and the incurrence of impairment of goodwill offset in part by a decrease in minority interest in consolidated subsidiaries. The increase in other noninterest expenses was due mainly to valuation losses related to loans held for sale mainly in connection with overseas leveraged buyout financings reflecting the impact of the dislocation in the global financial markets. The impairment of goodwill was due to the carrying amount of the goodwill relating to Mizuho Investors Securities and Mizuho Securities exceeding their fair value. The decrease in minority interest in consolidated subsidiaries was due mainly to significant losses incurred by Mizuho Securities as a result of the dislocation in the global financial markets.

As a result of the foregoing, income before income tax expense (benefit) increased by ¥113.7 billion to ¥900.8 billion. Income tax expense increased by ¥509.0 billion to ¥672.2 billion in the fiscal year ended March 31, 2008 due mainly to an increase in the deferred income tax expense. As a result, net income in the fiscal year ended March 31, 2008 was ¥228.6 billion, a decrease of ¥395.3 billion from the previous fiscal year.

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Net Interest Income

The following table shows the average balance of interest-earning assets and interest-bearing liabilities, interest amounts and the average interest rates on such assets and liabilities for the fiscal years ended March 31, 2007, 2008 and 2009:

	Fiscal years ended March 31,
	2007						2008						2009
	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	¥	585.7	¥	29.7	5.08	%	¥	779.3	¥	24.8	3.18	%	¥	1,903.1		¥	12.0	0.63	%
Call loans and funds sold, and receivables under resale agreements and securities borrowing transactions		7,965.5		25.4	0.32			7,543.8		49.3	0.65			6,987.8			39.8	0.57
Trading account assets		6,695.1		19.9	0.30			7,388.9		34.1	0.46			5,972.2			37.5	0.63
Investments		28,106.5		234.1	0.83			27,900.5		282.0	1.01			26,471.7			264.3	1.00
Loans		58,401.0		899.1	1.54			57,661.8		1,020.2	1.77			59,386.9			1,019.0	1.72
Total interest-earning assets		101,753.8		1,208.2	1.19			101,274.3		1,410.4	1.39			100,721.7			1,372.6	1.36
Deposits		62,072.8		234.5	0.38			64,295.7		337.5	0.52			67,047.3			287.9	0.43
Debentures		5,629.2		34.1	0.61			3,965.3		23.7	0.60			2,754.8			17.6	0.64
Short-term borrowings(1)		19,220.3		81.7	0.43			19,043.3		158.3	0.83			21,299.2			150.6	0.71
Trading account liabilities		4,658.2		13.7	0.29			4,232.4		8.2	0.19			2,441.8			6.5	0.27
Long-term debt		5,796.7		161.3	2.78			7,548.8		187.5	2.48			8,009.7			177.6	2.22
Total interest-bearing liabilities		97,377.2		525.3	0.54			99,085.5		715.2	0.72			101,552.8			640.2	0.63
Net		4,376.6		682.9	0.65			2,188.8		695.2	0.67			(831.1	)		732.4	0.73
Foreign:
Interest-bearing deposits in other banks		1,231.1		46.9	3.81			1,439.1		53.5	3.72			942.1			26.0	2.76
Call loans and funds sold, and receivables under resale agreements and securities borrowing transactions		9,574.9		477.8	4.99			11,259.8		534.7	4.75			8,739.2			169.1	1.93
Trading account assets		3,865.7		49.6	1.28			4,337.1		50.3	1.16			14,179.9			250.0	1.76
Investments		8,882.6		378.8	4.26			9,840.1		446.6	4.54			3,622.8			102.7	2.83
Loans		9,641.9		478.0	4.96			10,860.7		614.7	5.66			10,669.8			463.8	4.35
Total interest-earning assets		33,196.2		1,431.1	4.31			37,736.8		1,699.8	4.50			38,153.8			1,011.6	2.65
Deposits		8,675.0		349.1	4.02			9,349.3		416.7	4.46			7,249.9			199.6	2.75
Short-term borrowings(1)		12,651.4		620.5	4.90			15,538.5		737.4	4.75			11,870.8			224.8	1.89
Trading account liabilities		3,597.2		58.0	1.61			3,361.2		18.9	0.56			7,357.3			11.5	0.16
Long-term debt		455.9		18.5	4.06			784.7		23.3	2.97			888.7			25.9	2.92
Total interest-bearing liabilities		25,379.5		1,046.1	4.12			29,033.7		1,196.3	4.12			27,366.7			461.8	1.69
Net		7,816.7		385.0	0.19			8,703.1		503.5	0.38			10,787.1			549.8	0.96
Total:
Total interest-earning assets		134,950.0		2,639.3	1.96			139,011.1		3,110.2	2.24			138,875.5			2,384.2	1.72
Total interest-bearing liabilities		122,756.7		1,571.4	1.28			128,119.2		1,911.5	1.49			128,919.5			1,102.0	0.85
Net	¥	12,193.3	¥	1,067.9	0.68		¥	10,891.9	¥	1,198.7	0.75		¥	9,956.0		¥	1,282.2	0.87

Note:

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

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Fiscal Year Ended March 31, 2009 Compared to Fiscal Year Ended March 31, 2008

Interest and dividend income decreased by ¥726.0 billion, or 23.3%, from the previous fiscal year to ¥2,384.2 billion in the fiscal year ended March 31, 2009. Domestic interest and dividend income accounted for ¥1,372.6 billion of the total amount, a decrease of ¥37.8 billion from the previous fiscal year, and foreign interest and dividend income accounted for ¥1,011.6 billion, a decrease of ¥688.2 billion from the previous fiscal year.

The decrease in domestic interest and dividend income was due mainly to the decrease in interest and dividend income from domestic investments and interest-bearing deposits in other banks. The decrease in interest and dividend income from domestic investments was due to a decrease in the average balance of domestic investments of ¥1,428.8 billion, due mainly to the decrease in the balance of equity securities reflecting declines in domestic stock prices and the balance of debt securities as a result of the turmoil in the financial markets. The decrease in interest income from domestic interest-bearing deposits in other banks was due mainly to the decrease in average yield, reflecting a decline in yen interest rate levels. The changes in the average yields on domestic interest-earning assets contributed to an overall decrease in interest and dividend income of ¥50.2 billion, and the changes in average balances of domestic interest-earning assets contributed to an overall increase in interest and dividend income of ¥12.4 billion, resulting in the ¥37.8 billion decrease in domestic interest and dividend income.

The decrease in foreign interest and dividend income was due mainly to decreases in interest and dividend income from foreign call loans and funds sold, and receivables under resale agreements and securities borrowing transactions and foreign investments, offset in part by an increase in interest income from foreign trading account assets. The decrease in interest income from foreign call loans and funds sold, and receivables under resale agreements and securities borrowing transactions was due mainly to a decrease in average yields, reflecting general declines in U.S. dollar and euro interest rate levels. The decrease in interest and dividend income from foreign investments and the increase in interest income from foreign trading account assets was due mainly to the reclassification from investments to trading account assets of foreign currency denominated available-for-sale securities that were elected for fair value treatment under SFAS No. 159 as of April 1, 2008. For further information on the fair value option, see note 28 to our consolidated financial statements included elsewhere in this annual report. The changes in average yields on foreign interest-earning assets contributed to an overall decrease in interest and dividend income of ¥508.3 billion, and the changes in average balances of foreign interest-earning assets contributed to an overall decrease in interest and dividend income of ¥179.9 billion, resulting in the ¥688.2 billion decrease in foreign interest and dividend income.

Interest expense decreased by ¥809.5 billion, or 42.3%, from the previous fiscal year to ¥1,102.0 billion in the fiscal year ended March 31, 2009. Domestic interest expense accounted for ¥640.2 billion of the total amount, a decrease of ¥75.0 billion from the previous fiscal year, and foreign interest expense accounted for ¥461.8 billion of the total amount, a decrease of ¥734.5 billion from the previous fiscal year.

The decrease in domestic interest expense was due mainly to a decrease in interest expense on domestic interest-bearing deposits. The decrease in interest expense on domestic interest-bearing deposits was due to a decrease in the average interest rate, reflecting a decline in yen interest rate levels. The changes in average interest rates on domestic interest-bearing liabilities contributed to an overall decrease in interest expense of ¥102.3 billion, and the changes in average balances of domestic interest-bearing liabilities contributed to an overall increase in interest expense of ¥27.3 billion, resulting in the ¥75.0 billion decrease in domestic interest expense.

The decrease in foreign interest expense was due mainly to decreases in interest expense on foreign short-term borrowings and foreign interest-bearing deposits. These decreases were due mainly to the decrease in average interest rates, reflecting general declines in U.S. dollar and euro interest rate levels. The changes in average interest rates on foreign interest-bearing liabilities contributed to an overall decrease in interest expense of ¥518.9 billion, and the changes in average balances of foreign interest-bearing liabilities contributed to an overall decrease in interest expense of ¥215.6 billion, resulting in the ¥734.5 billion decrease in foreign interest expense.

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The decrease of 0.27% in the average yield on loans in the fiscal year ended March 31, 2009 compared to the fiscal year ended March 31, 2008 was smaller than the decrease of 0.36% in the average rate on interest-bearing deposits over the same period. Taking into account only domestic loans and domestic deposits, the difference between the decrease of 0.05% in the average yield on domestic loans and the decrease of 0.09% in the average rate on domestic interest-bearing deposits was not significant.

As a result of the foregoing, net interest income increased by ¥83.5 billion, or 7.0%, from the previous fiscal year to ¥1,282.2 billion. Average interest rate spread rose by 0.12% to 0.87%, with domestic average interest rate spread rising by 0.06%, due mainly to a decrease in average interest rate on deposits, which more than offset the effect of a decrease in average yield on loans, both of which reflect declining yen interest rate levels, and foreign average interest rate spread rising by 0.58% due mainly to the effect of the decrease in average interest rate on deposits exceeding the effect of the decrease in average yield on loans, both of which reflects declining U.S. dollar and euro interest rate levels.

Fiscal Year Ended March 31, 2008 Compared to Fiscal Year Ended March 31, 2007

Interest and dividend income increased by ¥470.9 billion, or 17.8%, from the previous fiscal year to ¥3,110.2 billion in the fiscal year ended March 31, 2008. Domestic interest and dividend income accounted for ¥1,410.4 billion of the total amount, an increase of ¥202.2 billion from the previous fiscal year, and foreign interest and dividend income accounted for ¥1,699.8 billion, an increase of ¥268.7 billion from the previous fiscal year.

The increase in domestic interest and dividend income was due mainly to the increase in interest and dividend income from domestic loans and domestic investments. The increase in interest income from domestic loans was due to a rise in the average yield on domestic loans of 0.23%, reflecting an increase in yen interest rate levels, offset in part by the effect of a decrease in the average balance of domestic loans of ¥739.2 billion, resulting from reduced corporate loan demand.

The increase in interest and dividend income from domestic investments was due mainly to the increase of 0.18% in average yield, reflecting an increase in yen interest rate levels. The changes in the average yields on domestic interest-earning assets contributed to an overall increase in interest and dividend income of ¥208.2 billion, and the changes in average balances of domestic interest-earning assets contributed to an overall decrease in interest and dividend income of ¥6.0 billion, resulting in the ¥202.2 billion increase in domestic interest and dividend income.

The increase in foreign interest and dividend income was due mainly to increases in interest and dividend income from foreign loans and foreign investments, as well as foreign call loans and funds sold, and receivables under resale agreements and securities borrowing transactions. These increases were due mainly to increases in average balances, reflecting the increases in our foreign lending and investment as a result of our efforts to increase such foreign assets, in spite of the appreciation of the yen against currencies such as the U.S. dollar. The changes in average yields on foreign interest-earning assets contributed to an overall increase in interest and dividend income of ¥68.6 billion, and the changes in average balances of foreign interest-earning assets contributed to an overall increase in interest and dividend income of ¥200.1 billion, res