Edgar Filing: MIZUHO FINANCIAL GROUP INC

Form 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2009.

Commission File Number 001-33098

Mizuho Financial Group, Inc.

(Translation of registrant’s name into English)

5-1, Marunouchi 2-chome

Chiyoda-ku, Tokyo 100-8333

Japan

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨ No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82- .

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date: May 15, 2009

Mizuho Financial Group, Inc.

By:		/s/ Tetsuji Kosaki
Name:		Tetsuji Kosaki
Title:		Deputy President - Executive Officer / CFO

Mizuho Financial Group, Inc.


For Immediate Release:		May 15, 2009


		Financial Statements for Fiscal 2008 <Under Japanese GAAP>

Company Name:		Mizuho Financial Group, Inc. (“MHFG”)


Stock Code Number (Japan):		8411
Stock Exchanges (Japan):		Tokyo Stock Exchange (First Section), Osaka Securities Exchange (First Section)
URL:		http://www.mizuho-fg.co.jp/english/
Representative:	Name: Title:	Takashi Tsukamoto President & CEO	Ordinary General Meeting of Shareholders (scheduled):	June 25, 2009
			Filing of Yuka Shoken Hokokusho to the Kanto
For Inquiry:	Name:	Tatsuya Yamada	Local Finance Bureau (scheduled):	June 26, 2009
	Title:	General Manager, Accounting	Commencement of Dividend Payment (scheduled):	June 25, 2009
	Phone:	+81-3-5224-2030	Trading Accounts:	Established

Amounts less than one million yen are rounded down.

1. Financial Highlights for Fiscal 2008 (for the fiscal year ended March 31, 2009)

(1) Consolidated Results of Operations


	(%: Changes from the previous fiscal year)
	Ordinary Income			Ordinary Profits				Net Income
	¥ million	%		¥ million		%		¥ million		%
Fiscal 2008	3,514,428	(22.3	)	(395,131	)	—		(588,814	)	—
Fiscal 2007	4,523,510	10.3		397,120		(46.9	)	311,224		(49.8	)


	Net Income per Share of Common Stock		Diluted Net Income per Share of Common Stock	Net Income on Own Capital		Ordinary Profits to Total Assets		Ordinary Profits to Ordinary Income
	¥		¥	%		%		%
Fiscal 2008	(54.14	)	—	(29.6	)	(0.2	)	(11.2	)
Fiscal 2007	25,370.25		24,640.00	8.5		0.2		8.7

Reference: Equity in Income from Investments in Affiliates:

Fiscal 2008: ¥(3,584) million; Fiscal 2007: ¥9,083 million

(2) Consolidated Financial Conditions


	Total Assets	Total Net Assets	Own Capital Ratio	Total Net Assets per Share of Common Stock	Consolidated Capital Adequacy Ratio (BIS)
	¥ million	¥ million	%	¥	%
Fiscal 2008	152,723,070	4,186,606	1.3	104.38	10.55
Fiscal 2007	154,412,105	5,694,159	2.5	254,722.01	11.70

Reference: Own Capital:

As of March 31, 2009: ¥2,133,751 million; As of March 31, 2008: ¥3,902,114 million


Notes:		1. Own Capital Ratio was calculated as follows: (Total Net Assets - Stock Acquisition Rights - Minority Interests) / Total Assets × 100
		2. Consolidated Capital Adequacy Ratio (BIS) is based on the “Standards for Bank Holding Company to Consider the Adequacy of Its Capital Based on Assets and Others Held by It and Its Subsidiaries Pursuant to Article 52-25 of the Banking Law” (Financial Services Agency Ordinance Announcement No. 20, March 27, 2006).
		3. Consolidated Capital Adequacy Ratio (BIS) is a preliminary figure.

(3) Conditions of Consolidated Cash Flows


	Cash Flows from Operating Activities	Cash Flows from Investing Activities		Cash Flows from Financing Activities		Cash and Cash Equivalents at the end of the fiscal year
	¥ million	¥ million		¥ million		¥ million
Fiscal 2008	573,765	2,408,207		32,972		5,048,671
Fiscal 2007	170,714	(1,118,704	)	(85,087	)	2,055,793

2. Cash Dividends for Shareholders of Common Stock


	Cash Dividends per Share					Total Cash Dividends (Annual)	Dividends Pay-out Ratio (Consolidated basis)	Dividends on Net Assets (Consolidated basis)
(Record Date)	First quarter-end	Second quarter-end	Third quarter-end	Fiscal year-end	Annual	Total Cash Dividends (Annual)	Dividends Pay-out Ratio (Consolidated basis)	Dividends on Net Assets (Consolidated basis)
	¥	¥	¥	¥	¥	¥ million	%	%
Fiscal 2007	—	0.00	—	10,000.00	10,000.00	113,922	39.4	3.3
Fiscal 2008	—	0.00	—	10.00	10.00	111,676	—	5.5
Fiscal 2009 (estimate)	—	0.00	—	8.00	8.00		49.4


Note:		Please refer to page 1-3 for cash dividends for shareholders of classified stock (unlisted), the rights of which are different from those of common stock.

3. Earnings Estimates for Fiscal 2009 (for the fiscal year ending March 31, 2010)


	(%: Changes from the corresponding period of the previous fiscal year)
	Ordinary Income			Ordinary Profits		Net Income			Net Income per Share of Common Stock
	¥ million	%		¥ million	%	¥ million	%		¥

1H F2009	1,600,000	(15.9	)	130,000	128.9	70,000	(25.9	)	6.26
Fiscal 2009	3,200,000	(8.9	)	330,000	—	200,000	—		16.17


Note:		The number of shares of common stock used in calculating the above Net Income per Share of Common Stock is based on the number of outstanding shares of common stock as of March 31, 2009. It does not take into account the eventuality of an increase in the number shares of common stock as a result of the issuance of new shares by shelf registration announced today (May 15, 2009) or any increase in the number of outstanding shares of common stock due to requests for acquisition (conversion) of the Eleventh Series Class XI Preferred Stock.

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Mizuho Financial Group, Inc.

4. Others

(1)

Changes in Significant Subsidiaries during the Fiscal Year

(changes in specified subsidiaries accompanying changes in the scope of consolidation): No

(2)

Changes in Accounting Methods and Presentation of Consolidated Financial Statements

(To be described in changes of fundamental and important matters for the preparation of Consolidated Financial Statements)

(a)

Changes due to revisions of accounting standards, etc.: Yes

(b)

Changes other than (a) above: No

Please refer to “Changes of Fundamental and Important Matters for the Preparation of Consolidated Financial Statements” on page 1-28 for details.

(3)

Issued Shares of Common Stock


(a) Year-end issued shares (including treasury stock ):	As of March 31, 2009:	11,178,940,660 shares; As of March 31, 2008:	11,396,254 shares
(b) Year-end treasury stock:	As of March 31, 2009:	11,335,903 shares; As of March 31, 2008:	4,585 shares

Please refer to “Per Share Information (Consolidated Basis)” on page 1-44 for the number of shares, based on which Net Income per share of common stock (consolidated basis) was calculated.

(Reference) Non-Consolidated Financial Statements for Fiscal 2008

1. Financial Highlights for Fiscal 2008 (for the fiscal year ended March 31, 2009)

(1) Non-Consolidated Results of Operations


	(%: Changes from the previous fiscal year)
	Operating Income			Operating Profits			Ordinary Profits			Net Income
	¥ million	%		¥ million	%		¥ million	%		¥ million	%
Fiscal 2008	442,701	(45.1	)	422,733	(46.2	)	411,961	(46.6	)	378,815	(53.2)
Fiscal 2007	806,519	(35.4	)	787,155	(36.0	)	772,635	(36.5	)	811,002	(34.5)


	Net Income per Share of Common Stock	Diluted Net Income per Share of Common Stock
	¥	¥
Fiscal 2008	32.00	28.45
Fiscal 2007	68,658.41	64,138.22

(2) Non-Consolidated Financial Conditions


	Total Assets	Total Net Assets	Own Capital Ratio	Total Net Assets per Share of Common Stock
	¥ million	¥ million	%	¥
Fiscal 2008	4,552,741	3,608,611	79.2	236.36
Fiscal 2007	4,658,922	3,512,845	75.4	220,538.65

References:

1. Own Capital:

As of March 31, 2009: ¥3,607,578 million; As of March 31, 2008: ¥3,512,845 million

2. Maximum amount available for dividends: As of March 31, 2009: ¥1,677,022 million; As of March 31, 2008: ¥1,582,289 million

(note) “Maximum amount available for dividends” is calculated pursuant to Article 461, Paragraph 2 of the Company Law.

2. Earnings Estimates for Fiscal 2009 (for the fiscal year ending March 31, 2010)


	(%: Changes from the corresponding period of the previous fiscal year)
	Operating Income			Operating Profits			Ordinary Profits			Net Income			Net Income per Share of Common Stock
	¥ million	%		¥ million	%		¥ million	%		¥ million	%		¥
1H F2009	18,000	(95.7	)	8,000	(98.0	)	4,000	(99.0	)	4,000	(99.1	)	0.35
Fiscal 2009	33,000	(92.5	)	13,000	(96.9	)	4,000	(99.0	)	4,000	(98.9	)	(1.37	)


Note:		The number of shares of common stock used in calculating the above Net Income per Share of Common Stock is based on the number of outstanding shares of common stock as of March 31, 2009. It does not take into account the eventuality of an increase in the number shares of common stock as a result of the of new shares by shelf registration announced today (May 15, 2009) or any increase in the number of outstanding shares of common stock due to requests for acquisition (conversion) of the Eleventh Series Class XI Preferred Stock.

This immediate release contains statements that constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, including estimates, forecasts, targets and plans. Such forward-looking statements do not represent any guarantee by management of future performance.

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.

We may not be successful in implementing our business strategies, and management may fail to achieve its targets, for a wide range of possible reasons, including, without limitation, incurrence of significant credit-related costs; declines in the value of our securities portfolio including as a result of the impact of the dislocation in the global financial markets stemming from U.S. subprime loan issues; changes in interest rates; foreign currency fluctuations; revised assumptions or other changes related to our pension plans; failure to maintain required capital adequacy ratio levels; downgrades in our credit ratings; the effectiveness of our operational, legal and other risk management policies; our ability to avoid reputational harm; and effects of changes in general economic conditions in Japan and elsewhere.

Further information regarding factors that could affect our financial condition and results of operations is included in “Item 3.D. Key Information—Risk Factors,” and “Item 5. Operating and Financial Review and Prospects” in our most recent Form 20-F filed with, and in our report on Form 6-K dated February 13, 2009 furnished to, the U.S. Securities and Exchange Commission (“SEC”) which are available in the Financial Information section of our web page at www.mizuho-fg.co.jp/english/ and also at the SEC’s web site at www.sec.gov.

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, except as may be required by the rules of the Tokyo Stock Exchange.

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Mizuho Financial Group, Inc.

Cash Dividends for Shareholders of Classified Stock

Breakdown of cash dividends per share and total cash dividends related to classified stock, the rights of which are different from those of common stock, is as follows:


	Cash Dividends per Share					Total Cash Dividends (Annual)
(Record Date)	First quarter-end	Second quarter-end	Third quarter-end	Fiscal year-end	Annual	Total Cash Dividends (Annual)
	¥	¥	¥	¥	¥	¥ million
Eleventh Series Class XI Preferred Stock
Fiscal 2007	—	0.00	—	20,000.00	20,000.00	18,874
Fiscal 2008	—	0.00	—	20.00	20.00	18,239
Fiscal 2009 (estimate)	—	0.00	—	20.00	20.00
Thirteenth Series Class XIII Preferred Stock
Fiscal 2007	—	0.00	—	30,000.00	30,000.00	1,100
Fiscal 2008	—	0.00	—	30.00	30.00	1,100
Fiscal 2009 (estimate)	—	0.00	—	30.00	30.00

(Retroactive adjustments according to the allotment of shares or fractions of a share without consideration)

We conducted the allotment of shares or fractions of a share without consideration on January 4, 2009. Cash Dividends per Share and Per Share Information on the assumption that such allotment had been made at the beginning of the previous period would be as follows:


	Cash Dividends per Share
(Record Date)	First quarter-end	Second quarter-end	Third quarter-end	Fiscal year-end	Annual
	¥	¥	¥	¥	¥
Common stock
Fiscal 2007	—	0.00	—	10.00	10.00
Eleventh Series Class XI Preferred Stock
Fiscal 2007	—	0.00	—	20.00	20.00
Thirteenth Series Class XIII Preferred Stock
Fiscal 2007	—	0.00	—	30.00	30.00


	Net Income per Share of Common Stock	Diluted Net Income per Share of Common Stock	Total Net Assets per Share of Common Stock
	¥	¥	¥
(Consolidated)
Fiscal 2007	25.37	24.64	254.72

	Net Income per Share of Common Stock	Diluted Net Income per Share of Common Stock	Total Net Assets per Share of Common Stock
	¥	¥	¥
(Non-consolidated)
Fiscal 2007	68.65	64.13	220.53

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Mizuho Financial Group, Inc.

¡Notes to XBRL

Please note that the names of the English accounts contained in XBRL data, which are available through EDINET and TDNet, may be different from those of the English accounts in our financial statements.


Reference:	For example, in the EDINET website, it is stated that “any information in English contained in this XBRL data that may be downloaded from the list is provided for reference purpose only, and the accuracy of the information is not assured.” The examples of English account names, which are different in our financial statements and XBRL, include the following:
	Mizuho: Reserves for Possible Losses on Loans	XBRL: Allowance for loan losses
	Mizuho: Common Stock and Preferred Stock	XBRL: Capital Stock
	Mizuho: Net Unrealized Gains on Other Securities, net of Taxes	XBRL: Valuation difference on available-for-sale securities
	Mizuho: Other Operating Income (Expenses)	XBRL: Other ordinary income (expenses)
	Mizuho: Other Ordinary Income (Expenses)	XBRL: Other income (expenses)

Please note that the names of the English accounts, including but not limited to, those other than the above examples, may be subject to changes in the future.

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Mizuho Financial Group, Inc.

1. CONSOLIDATED RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS

(Please refer to Summary of Financial Results for Fiscal 2008 for more information.)

(1) Analysis of Results of Operations

Looking back over the economic climate during the fiscal year ended March 31, 2009, many financial institutions, mainly in Europe and the United States, experienced shortages of capital and management difficulties in the wake of the turmoil of the securitization market triggered by the subprime loan problem. As a result, uncertainties in financial markets increased significantly in the form of, for example, the tightening of credit on a global scale due to the deterioration of intermediary function of financial institutions.

These financial uncertainties had significant impacts on the actual economy. The serious economic downturn is continuing in the United States and Europe, as personal consumption, housing investments and capital investments are further worsening. Emerging countries and countries dependent on natural resources are also suffering from worsening economies.

As for the Japanese economy, corporate earnings were significantly aggravated, affected by drastic declines in exports due to the deteriorating world economy and appreciation of the yen. As a result, the number of bankruptcies increased regardless of industry type and company size, and stock prices fell sharply. In addition, personal consumption decreased in the worsening environment of employment and income due to the rapid production adjustments. The serious downturn in the economy is continuing against the background of decreased domestic and foreign demand.

Under these circumstances, leading countries are promoting coordination of global policies to stabilize the financial markets and achieve economic recovery through summit conferences and other means, and the effects are gradually being materialized. However, there is a possibility that the actual economy deteriorates further due to protracted or worsening financial uncertainty.

Given the above business environment, it is important for Mizuho Financial Group (the “Group”) to further strengthen its profitability by allocating management resources flexibly and providing superior financial services to meet customers’ needs, while maintaining financial soundness and enhancing corporate governance such as risk management.

Reflecting the above economic environment, Net Loss amounted to ¥588.8 billion.

Taking segment information by type of business for MHFG and its consolidated subsidiaries categorized under banking business (banking and trust banking business), securities business and other, Ordinary Profits before excluding inter-segment Ordinary Profits was ¥(386.4) billion for banking business, ¥(21.4) billion for securities business and ¥18.9 billion for other. Looking at segment information by geographic area categorized under Japan, the Americas, Europe and Asia/Oceania, Ordinary Profits before excluding inter-segment Ordinary Profits was ¥(406.6) billion for Japan, ¥97.6 billion for the Americas, ¥(104.7) billion for Europe and ¥31.4 billion for Asia/Oceania.

As for earnings estimates for fiscal 2009, we estimate Ordinary Income of ¥3,200.0 billion, Ordinary Profits of ¥330.0 billion and Net Income of ¥200.0 billion on a consolidated basis.

The above estimates are based on information that is available at this moment and assumptions of factors that have an influence on future results of operations. Actual results may differ materially from these estimates, depending on future events. Please refer to “forward-looking statements” on page 1-2.

(2) Analysis of Financial Conditions

Consolidated total assets as of March 31, 2009 amounted to ¥152,723.0 billion, decreasing by ¥1,689.0 billion from the end of the previous fiscal year, mainly due to decreases in Securities.

Securities were ¥30,173.6 billion, decreasing by ¥3,784.9 billion from the end of the previous fiscal year. The balance of Loans and Bills Discounted amounted to ¥70,520.2 billion, increasing by ¥4,911.5 billion from the end of the previous fiscal year.

Deposits amounted to ¥77,179.5 billion, increasing by ¥1,004.2 billion from the end of the previous fiscal year.

Net Assets amounted to ¥4,186.6 billion, decreasing by ¥1,507.5 billion from the end of the previous fiscal year. Shareholders’ Equity was ¥2,554.1 billion, Total Valuation and Translation Adjustments was ¥(420.3) billion and Minority Interests was ¥2,051.6 billion.

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Mizuho Financial Group, Inc.

Net Cash Provided in Operating Activities was ¥573.7 billion mainly due to increased Borrowed Money (excluding Subordinated Borrowed Money). Net Cash Provided by Investing Activities was ¥2,408.2 billion mainly due to purchase and sale of securities, and Net Cash Used in Financing Activities was ¥32.9 billion. As a result, Cash and Cash Equivalents as of March 31, 2009 was ¥5,048.6 billion.

The Consolidated Capital Adequacy Ratio (Basel II BIS Standard) was 10.55% (preliminary).


	March 31, 2007		March 31, 2008		March 31, 2009
Basel II	12.48	%	11.70	%	10.55	%

(3) Basic Policy on Profit Distribution, Proposed Dividend Payment for Fiscal 2008 and Forecast Dividend Payment for Fiscal 2009

We will continue to pursue “strengthening of stable capital base” and “steady returns to shareholders” as our “disciplined capital management”.

Based on this policy, despite the considerable worsening of our consolidated financial results compared with the previous term we plan to make cash dividend payments of ¥10 per share of common stock for the fiscal year ending March 31, 2009 as prescribed, from the standpoint of providing regular stable dividend payments while maintaining and strengthening the capital base. We also propose making dividend payments on preferred stock as prescribed (i.e., a cash dividend of ¥20 per share for the Eleventh Series Class XI Preferred Stock and a cash dividend of ¥30 per share for the Thirteenth Series Class XIII Preferred Stock).

As for the dividend forecast for fiscal 2009, although we anticipate a continuing severe business environment, we plan to make cash dividend payments of ¥8 per share of common stock from the standpoint also of providing stable dividend payments.

In July 2008, we repurchased our own shares (common shares) of ¥150.0 billion and cancelled almost all of them in September 2008 for the purpose of offsetting the potential dilutive effect of our common shares from the conversion of the Eleventh Series Class XI Preferred Stock. However, in light of factors including the current financial market turmoil and global economic downturn, we have been putting more priority on “strengthening of stable capital base” since the second half of fiscal 2008 in order to prepare for further adverse business environment. We will continue to focus on disciplined capital management together with steady returns to our shareholders as the current management priority as it has become increasingly important for financial institutions to maintain sufficient capital base amid a prolonged stagnation of both domestic and overseas economies.

The above dividend estimate is based on information that is currently available to us and on assumptions of factors that have an influence on future results of operations. Actual results may differ materially from these estimates. Please refer to “forward-looking statements” on page 1-2.

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2. ORGANIZATION STRUCTURE OF MIZUHO FINANCIAL GROUP

Mizuho Financial Group (the “Group”) is composed of Mizuho Financial Group, Inc. (“MHFG”) and its affiliates. The Group provides various financial services, principally banking business, together with securities business, trust and asset management business among others.

LOGO


Notes:	1.	Mizuho Securities Co., Ltd. and Shinko Securities Co., Ltd. merged on May 7, 2009. Corporate name of the merged company is Mizuho Securities Co., Ltd.
	2.	DIAM Co., Ltd. is an affiliate of MHFG.

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Mizuho Financial Group, Inc.

Of the major domestic subsidiaries and affiliates, the following companies are listed on domestic stock exchanges:


Company Name	Location	Main Business	Ownership Percentage (%)	Listed Stock Exchanges
Mizuho Trust & Banking Co., Ltd.	Chuo-Ku, Tokyo	Trust and Banking Business	69.9 0.2	Tokyo Stock Exchange (First Section) Osaka Securities Exchange (First Section)

Mizuho Investors Securities Co., Ltd.	Chuo-Ku, Tokyo	Securities Business	66.8 66.8	Tokyo Stock Exchange (First Section) Osaka Securities Exchange (First Section) Nagoya Stock Exchange (First Section)

Shinko Securities Co., Ltd. (Note 1)	Chuo-Ku, Tokyo	Securities Business	27.3 27.3	Tokyo Stock Exchange (First Section) Osaka Securities Exchange (First Section) Nagoya Stock Exchange (First Section)

Italic figures of Ownership Percentage denote percentage of interest held by subsidiaries.

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Mizuho Financial Group, Inc.

3. MANAGEMENT POLICY

(1) Principal Management Policy

Mizuho Financial Group (the “Group”) pursues our goals of being held in high regard by our shareholders and the financial markets and earning widespread trust from the community as Japan’s leading comprehensive financial services group on the basis of the three fundamental management philosophies below.

To provide the highest level of comprehensive financial services to our customers and clients.

To provide an attractive, inspiring workplace for our employees where they can each demonstrate their rich individuality and ability to meet their respective challenges.

To enable each group company to demonstrate to the utmost its own particular characteristics and strengths in its respective business field and function.

(2) Management’s Medium/Long-term Targets and Issues to be Resolved

The turmoil in the global financial markets caused by the subprime loan problem is affecting the actual economy significantly all over the world, including Europe and the United States. In Japan, the impacts on finance and the economy are rapidly worsening.

In this difficult environment, the Group will provide financial services to meet customer needs while focusing on improving efficiency and strengthening its risk management capabilities. For this, the Group will review its strategies in consideration of the changes in the environment and will promptly establish a stable management base. In consideration of the importance of capital, the Group will continue to take measures focusing on strengthening its capital to maintain financial soundness.

The Group companies will further promote efficient business operation, including the effective use of capital, by allocating management resources flexibly. In addition, the Group companies will strengthen profitability by providing superior financial services to their customers through utilization of their respective strengths and promotion of mutual collaboration within the Group. We will also strive to win further confidence of domestic and overseas customers by continuing to establish a solid compliance structure and advanced risk management system.

[Business Strategy]

(Please refer to “Management Structure of Mizuho Financial Group, Inc.” on page 1-11.)

(The Global Corporate Group)

Mizuho Corporate Bank, Ltd. (“MHCB”) will offer financial solutions on a global basis based on its strengths as a professional in corporate finance, while taking into account changes in the financial and economic environment. In particular, we will strengthen our business reorganization, cross-border M&As and corporate revitalization businesses. At the same time, we will review our business operation through the streamlining of our organization such as reduction of headquarter personnel and improvement in the efficiency of personnel allocation. We will also strengthen human resources through various efforts, promoting activities of diverse personnel, such as women and national staff. Steps will also be taken to strengthen and enhance the sophistication of risk management and credit management systems on a global basis.

With the merger of MHSC and Shinko Securities Co., Ltd. effective in May 2009, a new Mizuho Securities Co., Ltd. was established. The new MHSC will combine the global platform held by the former MHSC with the nationwide network of a full-line, comprehensive securities company held by Shinko Securities Co., Ltd., establish a solid management structure and provide optimum solutions for customers through high-quality products and services.

In addition, MHCB and MHSC will endeavor to reinforce their collaboration taking into account deregulatory developments. They will offer superior financial services to customers who demand high-quality solutions that combine functions of banks and securities companies, while adhering to compliance as before.

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Mizuho Financial Group, Inc.

(The Global Retail Group)

Mizuho Bank, Ltd. (“MHBK”) will return to its original starting point as a commercial bank and deepen and advance the relationship of trust with customers, including “individual customers” and “small- and medium-sized enterprises, middle market corporations, and their management,” based on the philosophy of “putting customers first.”

In the individual market, we will strengthen marketing and improve our products and services, while enhancing remote channels in order to expand points of contact with customers. As for human resources, we will respond to the diverse financial demands of customers by raising the quality of our financial consultants.

In the corporate market, while conducting careful credit control, we will actively provide smooth financing to small and medium-sized enterprise and middle market corporation customers, with the recognition that this is the mission of financial institutions. We will also provide optimum solutions such as derivatives, MBOs and business successions, while enhancing our loan, deposit and settlement services. We will even more actively support the business revitalization of customers under difficult economic conditions.

We will respond to the more diversified and sophisticated needs of customers by reinforcing collaboration with the Group companies and leveraging all of the comprehensive resources of the Group.

We will continue to strengthen compliance, customer protection and security to ensure that our customers can conduct their transactions without concern.

(The Global Asset & Wealth Management Group)

Mizuho Trust & Banking Co., Ltd. (“MHTB”) aims to become “top brand in asset & wealth management” by developing highly professional personnel and further increasing points of contact with customers through augmenting sales staff. We will continue to strengthen collaboration with the Group companies, including MHBK, through exchanges of personnel and provide a wide range of trust functions to customers of the whole Group.

Mizuho Private Wealth Management Co., Ltd. will promote high-quality wealth management services and establish its status as a pioneer in the Japanese market by further strengthening owner consulting capabilities and developing professional personnel.

As core companies in the asset management business of the Group, Mizuho Asset Management Co., Ltd. and DIAM Co., Ltd. will respond to the diversified needs of customers.

In our efforts to become “a financial partner that helps customers shape their future and achieve their dreams,” which is an ideal implicit in the Group brand slogan, “Channel to Discovery,” the Group will work to fulfill our social responsibilities and public duties and further promote our corporate values by steadily pursuing business strategies under a solid internal control system and promoting CSR (corporate social responsibility) activities, including support for financial education and environmental efforts. We sincerely look forward to the continuing support of our shareholders.

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LOGO

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Mizuho Financial Group, Inc.

4. CONSOLIDATED FINANCIAL STATEMENTS

(1) BASIS FOR PRESENTATION AND PRINCIPLES OF CONSOLIDATION

1. Scope of Consolidation

Number of consolidated subsidiaries: 145

Names of principal companies:

Mizuho Bank, Ltd.

Mizuho Corporate Bank, Ltd.

Mizuho Trust & Banking Co., Ltd.

Mizuho Securities Co., Ltd.

During the period, Mizuho Capital Investment (JPY) 3 Limited and nine other companies were newly consolidated upon their establishment and so on.

During the period, Mizuho Credit Co., Ltd. and ten other companies were excluded from the scope of consolidation as a result of dissolution and other factors.

Number of non-consolidated subsidiaries: 0

2. Application of the Equity Method

Number of non-consolidated subsidiaries under the equity method: 0

Number of affiliates under the equity method: 22

Names of principal companies:

The Chiba Kogyo Bank, Ltd.

Shinko Securities Co., Ltd.

During the period, Japan Stockholders Data Service Co., Ltd. and two other companies were newly included in the scope of the equity method.

During the period, Mizuho Corporate Leasing (Thailand) Co., Ltd. and one other company were excluded from the scope of the equity method as a result of the disposition of its shares, and other factors.

Number of non-consolidated subsidiaries not under the equity method: 0

Affiliates not under the equity method:

Name of principal company:

Asian-American Merchant Bank Limited

Non-consolidated subsidiaries and affiliates not under the equity method are excluded from the scope of the equity method since such exclusion has no material effect on MHFG’s consolidated financial statements in terms of Net Income (Loss) (amount corresponding to MHFG’s equity position), Retained Earnings (amount corresponding to MHFG’s equity position), Net Deferred Hedge Gains (Losses), net of Taxes (amount corresponding to MHFG’s equity position) and others.

1-12

Mizuho Financial Group, Inc.

3. Balance Sheet Dates of Consolidated Subsidiaries

Balance sheet dates of consolidated subsidiaries are as follows:


October 31		1 company
December 31		55 companies
March 31		62 companies
The day before the last business day of June		23 companies
The day before the last business day of December		4 companies

Consolidated subsidiaries with balance sheet dates of October 31, the day before the last business day of June, and the day before the last business day of December were consolidated based on their tentative financial statements as of and for the period ended December 31. Other consolidated subsidiaries were consolidated based on their financial statements as of and for the period ended their respective balance sheet dates.

The necessary adjustments have been made to the financial statements for any significant transactions that took place between their respective balance sheet dates and the date of the consolidated financial statements.

4. Special Purpose Entities Subject to Disclosure

Summary of special purpose entities subject to disclosure and transactions with these special purpose entities

Mizuho Bank, Ltd. (“MHBK”), Mizuho Corporate Bank, Ltd. (“MHCB”), and Mizuho Trust & Banking Co., Ltd. (“MHTB”), which are consolidated subsidiaries of MHFG, granted loans, credit facilities and liquidity facilities to 25 special purpose entities (mainly incorporated in the Cayman Islands) in their borrowings and fund raising by commercial paper in order to support securitization of monetary assets of customers. The aggregate assets and aggregate liabilities of these 25 special purpose entities at their respective balance sheet dates amounted to ¥2,984,889 million and ¥2,984,039 million, respectively. MHBK, MHCB and MHTB do not own any shares with voting rights in any of these special purpose entities and have not dispatched any director or employee to them.

Major transactions with these special purpose entities subject to disclosure as of or for the fiscal year ended March 31, 2009 are as follows:


As of March 31, 2009	*Millions of yen*
Loans	¥	2,051,070
Credit and Liquidity Facilities	¥	543,269

For the Fiscal Year ended March 31, 2009	*Millions of yen*
Interest Income on Loans	¥	23,612
Fee and Commission Income, etc.	¥	3,468

5. Evaluation of Assets and Liabilities of Consolidated Subsidiaries

Assets and liabilities of consolidated subsidiaries, including the portion attributable to minority shareholders, are valued at fair value as of the respective dates of acquisition.

6. Amortization of Goodwill and Negative Goodwill

As a rule, Goodwill and Negative Goodwill are amortized over a period up to 20 years under the straight-line method. The entire amount is expensed as incurred if the amount has no material impact.

1-13

Mizuho Financial Group, Inc.

(2) CONSOLIDATED BALANCE SHEETS


	*Millions of yen*
	As of March 31, 2008			As of March 31, 2009
Assets
Cash and Due from Banks	¥	3,483,802		¥	5,720,253
Call Loans and Bills Purchased		248,728			141,296
Receivables under Resale Agreements		7,233,199			6,270,321
Guarantee Deposits Paid under Securities Borrowing Transactions		9,069,138			5,819,418
Other Debt Purchased		3,388,461			2,612,368
Trading Assets		13,856,237			13,514,509
Money Held in Trust		32,827			40,693
Securities		33,958,537			30,173,632
Loans and Bills Discounted		65,608,705			70,520,224
Foreign Exchange Assets		803,141			980,003
Derivatives other than for Trading Assets					7,872,780
Other Assets		10,984,529			4,138,508
Tangible Fixed Assets		802,692			842,809
Buildings		274,751			283,992
Land		395,873			410,391
Lease Assets		—			8,678
Construction in Progress		7,044			19,931
Other Tangible Fixed Assets		125,023			119,815
Intangible Fixed Assets		284,825			303,854
Software		228,412			232,786
Lease Assets		—			1,354
Other Intangible Fixed Assets		56,413			69,713
Deferred Tax Assets		607,920			722,160
Customers’ Liabilities for Acceptances and Guarantees		4,733,852			3,939,818
Reserves for Possible Losses on Loans		(684,465	)		(889,579	)
Reserve for Possible Losses on Investments		(30	)		(3	)

Total Assets	¥	154,412,105		¥	152,723,070

1-14

Mizuho Financial Group, Inc.


	*Millions of yen*
	As of March 31, 2008			As of March 31, 2009
Liabilities
Deposits	¥	76,175,319		¥	77,179,540
Negotiable Certificates of Deposit		10,088,721			9,359,479
Debentures		3,159,443			2,300,459
Call Money and Bills Sold		6,693,712			6,449,829
Payables under Repurchase Agreements		11,511,019			9,173,846
Guarantee Deposits Received under Securities Lending Transactions		6,927,740			4,110,941
Commercial Paper		30,000			—
Trading Liabilities		8,313,072			7,995,359
Borrowed Money		4,818,895			8,941,972
Foreign Exchange Liabilities		222,652			591,132
Short-term Bonds		787,784			428,785
Bonds and Notes		4,052,189			4,597,403
Due to Trust Accounts		1,119,946			986,147
Derivatives other than for Trading Liabilities					7,578,211
Other Liabilities		9,795,054			4,620,459
Reserve for Bonus Payments		43,375			47,942
Reserve for Employee Retirement Benefits		36,019			36,329
Reserve for Director and Corporate Auditor Retirement Benefits		7,057			1,978
Reserve for Possible Losses on Sales of Loans		50,895			28,711
Reserve for Contingencies		14,095			20,555
Reserve for Frequent Users Services		8,349			11,389
Reserve for Reimbursement of Deposits		9,614			13,605
Reserve for Reimbursement of Debentures		—			8,973
Reserves under Special Laws		2,680			1,750
Deferred Tax Liabilities		11,354			7,486
Deferred Tax Liabilities for Revaluation Reserve for Land		105,096			104,355
Acceptances and Guarantees		4,733,852			3,939,818

Total Liabilities		148,717,945			148,536,464

Net Assets
Common Stock and Preferred Stock		1,540,965			1,540,965
Capital Surplus		411,093			411,318
Retained Earnings		1,476,129			608,053
Treasury Stock		(2,507	)		(6,218	)

Total Shareholders’ Equity		3,425,680			2,554,119

Net Unrealized Gains (Losses) on Other Securities, net of Taxes		401,375			(519,574	)
Net Deferred Hedge Gains, net of Taxes		5,985			67,525
Revaluation Reserve for Land, net of Taxes		147,467			146,447
Foreign Currency Translation Adjustments		(78,394	)		(114,765	)

Total Valuation and Translation Adjustments		476,434			(420,367	)

Stock Acquisition Rights		—			1,187
Minority Interests		1,792,045			2,051,667

Total Net Assets		5,694,159			4,186,606

Total Liabilities and Net Assets	¥	154,412,105		¥	152,723,070

1-15

Mizuho Financial Group, Inc.

(3) CONSOLIDATED STATEMENTS OF INCOME


	*Millions of yen*
	For the fiscal year ended March 31, 2008		For the fiscal year ended March 31, 2009
Ordinary Income	¥	4,523,510	¥	3,514,428
Interest Income		2,864,796		2,144,436
Interest on Loans and Bills Discounted		1,507,449		1,367,354
Interest and Dividends on Securities		671,783		466,785
Interest on Call Loans and Bills Purchased		12,847		8,253
Interest on Receivables under Resale Agreements		460,390		149,001
Interest on Securities Borrowing Transactions		46,492		37,853
Interest on Due from Banks		73,783		36,393
Other Interest Income		92,049		78,793
Fiduciary Income		64,355		55,891
Fee and Commission Income		596,759		514,997
Trading Income		249,076		301,521
Other Operating Income		294,356		259,151
Other Ordinary Income		454,165		238,431

Ordinary Expenses		4,126,390		3,909,560
Interest Expenses		1,801,156		1,075,584
Interest on Deposits		581,601		390,176
Interest on Negotiable Certificates of Deposit		127,984		87,019
Interest on Debentures		23,746		17,594
Interest on Call Money and Bills Sold		58,020		46,394
Interest on Payables under Repurchase Agreements		606,806		196,546
Interest on Securities Lending Transactions		70,596		41,493
Interest on Commercial Paper		78		21
Interest on Borrowed Money		70,255		74,093
Interest on Short-term Bonds		7,970		5,916
Interest on Bonds and Notes		90,253		83,638
Other Interest Expenses		163,841		132,690
Fee and Commission Expenses		102,233		98,343
Trading Expenses		192,927		—
Other Operating Expenses		312,094		295,102
General and Administrative Expenses		1,124,527		1,192,701
Other Ordinary Expenses		593,450		1,247,828
Provision for Reserves for Possible Losses on Loans		—		280,250
Other		593,450		967,578

Ordinary Profits (Losses)	¥	397,120	¥	(395,131	)

1-16

Mizuho Financial Group, Inc.


	*Millions of yen*
	For the fiscal year ended March 31, 2008		For the fiscal year ended March 31, 2009
Extraordinary Gains	¥	125,571	¥	22,137
Gains on Disposition of Tangible Fixed Assets		9,915		2,205
Reversal of Reserves for Possible Losses on Loans		75,779		—
Recovery on Written-off Claims		39,832		19,001
Reversal of Reserve for Contingent Liabilities from Financial Instruments and Exchange		—		930
Other Extraordinary Gains		43		—

Extraordinary Losses		36,629		32,882
Losses on Disposition of Tangible Fixed Assets		8,215		11,155
Losses on Impairment of Fixed Assets		2,698		10,898
Provision for Reserve for Contingent Liabilities from Financial Instruments and Exchange		0		—
Amortization of Goodwill of Security Subsidiary		25,715		—
Other Extraordinary Losses		—		10,828

Income (Loss) before Income Taxes and Minority Interests		486,062		(405,877	)

Income Taxes:
Current		32,212		48,247
Deferred		118,546		109,103
Total Income Taxes		150,758		157,350

Minority Interests in Net Income		24,079		25,586

Net Income (Loss)	¥	311,224	¥	(588,814	)

1-17

Mizuho Financial Group, Inc.

(4) CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS


	*Millions of yen*
	For the fiscal year ended March 31, 2008			For the fiscal year ended March 31, 2009
Shareholder’s Equity
Common Stock and Preferred Stock
Balance as of the end of the previous period	¥	1,540,965		¥	1,540,965
Changes during the period

Total Changes during the period		—			—

Balance as of the end of the period		1,540,965			1,540,965

Capital Surplus
Balance as of the end of the previous period		411,110			411,093
Changes during the period
Disposition of Treasury Stock		—			225
Effect of Exclusion of an Affiliate from the Scope of the Equity Method		(16	)		—
Effect of Decrease in the Equity Position of an Affiliate		(0	)		—

Total Changes during the period		(16	)		225

Balance as of the end of the period		411,093			411,318

Retained Earnings
Balance as of the end of the previous period		1,440,310			1,476,129
Effect of Unification of Accounting Policies Applied to Foreign Subsidiaries		2,867			—
Changes during the period
Cash Dividends		(101,229	)		(133,898	)
Net Income (Loss)		311,224			(588,814	)
Disposition of Treasury Stock		(1	)		(101	)
Cancellation of Treasury Stock		(180,189	)		(146,308	)
Transfer from Revaluation Reserve for Land, net of Taxes		3,148			1,046

Total Changes during the period		32,951			(868,076	)

Balance as of the end of the period		1,476,129			608,053

Treasury Stock
Balance as of the end of the previous period		(32,330	)		(2,507	)
Changes during the period
Repurchase of Treasury Stock		(150,464	)		(150,359	)
Disposition of Treasury Stock		100			280
Cancellation of Treasury Stock		180,189			146,308
Increase in Stock issued by MHFG held by Equity-Method Affiliates		(3	)		—
Decrease in Stock issued by MHFG held by Equity-Method Affiliates		—			60

Total Changes during the period		29,822			(3,710	)

Balance as of the end of the period	¥	(2,507	)	¥	(6,218	)

1-18

Mizuho Financial Group, Inc.


	*Millions of yen*
	For the fiscal year ended March 31, 2008			For the fiscal year ended March 31, 2009
Total Shareholders’ Equity
Balance as of the end of the previous period	¥	3,360,055		¥	3,425,680
Effect of Unification of Accounting Policies Applied to Foreign Subsidiaries		2,867			—
Changes during the period
Cash Dividends		(101,229	)		(133,898	)
Net Income (Loss)		311,224			(588,814	)
Repurchase of Treasury Stock		(150,464	)		(150,359	)
Disposition of Treasury Stock		98			404
Cancellation of Treasury Stock		—			—
Transfer from Revaluation Reserve for Land, net of Taxes		3,148			1,046
Effect of Exclusion of an Affiliate from the Scope of the Equity Method		(16	)		—
Effect of Decrease in the Equity Position of an Affiliate		(0	)		—
Increase in Stock issued by MHFG held by Equity-Method Affiliates		(3	)		—
Decrease in Stock issued by MHFG held by Equity-Method Affiliates		—			60

Total Changes during the period		62,757			(871,560	)

Balance as of the end of the period		3,425,680			2,554,119

Valuation and Translation Adjustments
Net Unrealized Gains (Losses) on Other Securities, net of Taxes
Balance as of the end of the previous period		1,550,628			401,375
Changes during the period
Net Changes in Items other than Shareholders’ Equity		(1,149,253	)		(920,949	)

Total Changes during the period		(1,149,253	)		(920,949	)

Balance as of the end of the period		401,375			(519,574	)

Net Deferred Hedge Gains (Losses), net of Taxes
Balance as of the end of the previous period		(111,042	)		5,985
Changes during the period
Net Changes in Items other than Shareholders’ Equity		117,028			61,539

Total Changes during the period		117,028			61,539

Balance as of the end of the period		5,985			67,525

Revaluation Reserve for Land, net of Taxes
Balance as of the end of the previous period		150,616			147,467
Changes during the period
Net Changes in Items other than Shareholders’ Equity		(3,148	)		(1,020	)

Total Changes during the period		(3,148	)		(1,020	)

Balance as of the end of the period		147,467			146,447

Foreign Currency Translation Adjustments
Balance as of the end of the previous period		(38,964	)		(78,394	)
Changes during the period
Net Changes in Items other than Shareholders’ Equity		(39,429	)		(36,371	)

Total Changes during the period		(39,429	)		(36,371	)

Balance as of the end of the period	¥	(78,394	)	¥	(114,765	)

1-19

Mizuho Financial Group, Inc.


	*Millions of yen*
	For the fiscal year ended March 31, 2008			For the fiscal year ended March 31, 2009
Total Valuation and Translation Adjustments
Balance as of the end of the previous period	¥	1,551,237		¥	476,434
Changes during the period
Net Changes in Items other than Shareholders’ Equity		(1,074,803	)		(896,802	)

Total Changes during the period		(1,074,803	)		(896,802	)

Balance as of the end of the period		476,434			(420,367	)

Stock Acquisition Rights
Balance as of the end of the previous period		—			—
Changes during the period
Net Changes in Items other than Shareholders’ Equity		—			1,187

Total Changes during the period		—			1,187

Balance as of the end of the period		—			1,187

Minority Interests
Balance as of the end of the previous period		1,813,115			1,792,045
Changes during the period
Net Changes in Items other than Shareholders’ Equity		(21,070	)		259,621

Total Changes during the period		(21,070	)		259,621

Balance as of the end of the period		1,792,045			2,051,667

Total Net Assets
Balance as of the end of the previous period		6,724,408			5,694,159
Effect of Unification of Accounting Policies Applied to Foreign Subsidiaries		2,867			—
Changes during the period
Cash Dividends		(101,229	)		(133,898	)
Net Income (Loss)		311,224			(588,814	)
Repurchase of Treasury Stock		(150,464	)		(150,359	)
Disposition of Treasury Stock		98			404
Cancellation of Treasury Stock		—			—
Transfer from Revaluation Reserve for Land, net of Taxes		3,148			1,046
Effect of Exclusion of an Affiliate from the Scope of the Equity Method		(16	)		—
Effect of Decrease in the Equity Position of an Affiliate		(0	)		—
Increase in Stock issued by MHFG held by Equity-Method Affiliates		(3	)		—
Decrease in Stock issued by MHFG held by Equity-Method Affiliates		—			60
Net Changes in Items other than Shareholders’ Equity		(1,095,873	)		(635,992	)

Total Changes during the period		(1,033,116	)		(1,507,553	)

Balance as of the end of the period	¥	5,694,159		¥	4,186,606

1-20

Mizuho Financial Group, Inc.

(5) CONSOLIDATED STATEMENTS OF CASH FLOWS


	*Millions of yen*
	For the fiscal year ended March 31, 2008			For the fiscal year ended March 31, 2009
Cash Flow from Operating Activities
Income (Loss) before Income Taxes and Minority Interests	¥	486,062		¥	(405,877	)
Depreciation		132,721			142,676
Losses on Impairment of Fixed Assets		2,698			10,898
Amortization of Goodwill		27,688			66
Equity in Loss (Gain) from Investments in Affiliates		(9,083	)		3,584
Increase (Decrease) in Reserves for Possible Losses on Loans		(163,096	)		207,169
Increase (Decrease) in Reserve for Possible Losses on Investments		(144	)		(27	)
Increase (Decrease) in Reserve for Possible Losses on Sales of Loans		50,895			(22,184	)
Increase (Decrease) in Reserve for Contingencies		1,048			6,460
Increase (Decrease) in Reserve for Bonus Payments		5,152			9,072
Increase (Decrease) in Reserve for Employee Retirement Benefits		(655	)		472
Increase (Decrease) in Reserve for Director and Corporate Auditor Retirement Benefits		565			(5,079	)
Increase (Decrease) in Reserve for Frequent Users Services		4,575			3,040
Increase (Decrease) in Reserve for Reimbursement of Deposits		9,614			3,990
Increase (Decrease) in Reserve for Reimbursement of Debentures		—			8,973
Interest Income - accrual basis		(2,864,796	)		(2,144,436	)
Interest Expenses - accrual basis		1,801,156			1,075,584
Losses (Gains) on Securities		(180,014	)		548,270
Losses (Gains) on Money Held in Trust		(238	)		(87	)
Foreign Exchange Losses (Gains) - net		998,555			339,310
Losses (Gains) on Disposition of Fixed Assets		(1,700	)		8,949
Decrease (Increase) in Trading Assets		(3,723,814	)		(173,012	)
Increase (Decrease) in Trading Liabilities		299,439			114,658
Decrease (Increase) in Derivatives other than for Trading Assets					(1,855,354	)
Increase (Decrease) in Derivatives other than for Trading Liabilities					2,098,531
Decrease (Increase) in Loans and Bills Discounted		(590,397	)		(6,593,357	)
Increase (Decrease) in Deposits		2,299,855			2,521,344
Increase (Decrease) in Negotiable Certificates of Deposit		1,528,780			(617,405	)
Increase (Decrease) in Debentures		(1,563,995	)		(858,983	)
Increase (Decrease) in Borrowed Money (excluding Subordinated Borrowed Money)		225,338			4,318,212
Decrease (Increase) in Due from Banks (excluding Due from Central Banks)		(523,301	)		663,824
Decrease (Increase) in Call Loans, etc.		845,166			1,022,085
Decrease (Increase) in Guarantee Deposits Paid under Securities Borrowing Transactions		(444,926	)		3,249,719
Increase (Decrease) in Call Money, etc.		266,469			(1,355,886	)
Increase (Decrease) in Commercial Paper		—			(30,000	)
Increase (Decrease) in Guarantee Deposits Received under Securities Lending Transactions		980,959			(2,816,799	)
Decrease (Increase) in Foreign Exchange Assets		51,635			(226,677	)
Increase (Decrease) in Foreign Exchange Liabilities		(99,831	)		369,818
Increase (Decrease) in Short-term Bonds (Liabilities)		(54,086	)		(358,999	)
Increase (Decrease) in Bonds and Notes		825,207			520,993
Increase (Decrease) in Due to Trust Accounts		(15,412	)		(133,798	)
Interest and Dividend Income - cash basis		2,922,168			2,233,069
Interest Expenses - cash basis		(1,803,557	)		(1,138,316	)
Other - net		(1,603,353	)		(206,414	)

Subtotal		123,352			538,081

Cash Refunded (Paid) in Income Taxes		47,362			35,684

Net Cash Provided by (Used in) Operating Activities		170,714			573,765

1-21

Mizuho Financial Group, Inc.


	*Millions of yen*
	For the fiscal year ended March 31, 2008			For the fiscal year ended March 31, 2009
Cash Flow from Investing Activities
Payments for Purchase of Securities		(83,933,854	)		(72,752,600	)
Proceeds from Sale of Securities		66,532,713			57,885,003
Proceeds from Redemption of Securities		16,585,885			17,497,697
Payments for Increase in Money Held in Trust		(23,000	)		(49,100	)
Proceeds from Decrease in Money Held in Trust		39,869			41,193
Payments for Purchase of Tangible Fixed Assets		(84,804	)		(106,101	)
Payments for Purchase of Intangible Fixed Assets		(128,392	)		(114,952	)
Proceeds from Sale of Tangible Fixed Assets		18,450			5,956
Proceeds from Sale of Intangible Fixed Assets		10,216			1,112
Payments for Purchase of Stocks of Subsidiaries (affecting the scope of consolidation)		(136,627	)		—
Proceeds from Sales of Stocks of Subsidiaries (affecting the scope of consolidation)		838			—

Net Cash Provided by (Used in) Investing Activities		(1,118,704	)		2,408,207

Cash Flow from Financing Activities
Proceeds from Subordinated Borrowed Money		129,859			1,388
Repayments of Subordinated Borrowed Money		(83,000	)		(125,000	)
Proceeds from Issuance of Subordinated Bonds		239,704			274,000
Payments for Redemption of Subordinated Bonds		(142,589	)		(127,902	)
Proceeds from Investments by Minority Shareholders		288,196			747,821
Repayments to Minority Shareholders		(185,500	)		(373,976	)
Cash Dividends Paid		(101,115	)		(133,393	)
Cash Dividends Paid to Minority Shareholders		(80,277	)		(79,785	)
Payments for Repurchase of Treasury Stock		(150,464	)		(150,359	)
Proceeds from Sale of Treasury Stock		98			179

Net Cash Provided by (Used in) Financing Activities		(85,087	)		32,972

Effect of Foreign Exchange Rate Changes on Cash and Cash Equivalents		(160	)		(22,066	)

Net Increase (Decrease) in Cash and Cash Equivalents		(1,033,237	)		2,992,879

Cash and Cash Equivalents at the beginning of the fiscal year		3,089,030			2,055,793

Decrease in Cash and Cash Equivalents for Exclusion from Scope of Consolidation		—			(0	)

Cash and Cash Equivalents at the end of the fiscal year	¥	2,055,793		¥	5,048,671

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Mizuho Financial Group, Inc.

(6) NOTE FOR THE ASSUMPTION OF GOING CONCERN

Not applicable

(7) NOTES

Amounts less than one million yen are rounded down.

I. Standards of Accounting Method

1.	Trading Assets & Liabilities and Trading Income & Expenses

Trading transactions intended to take advantage of short-term fluctuations and arbitrage opportunities in interest rates, currency exchange rates, market prices of securities and related indices are recognized on a trade date basis and recorded in Trading Assets or Trading Liabilities on the consolidated balance sheet. Income or expenses generated on the relevant trading transactions are recorded in Trading Income or Trading Expenses on the consolidated statement of income.

Securities and other monetary claims held for trading purposes are stated at fair value at the consolidated balance sheet date. Derivative financial products, such as swaps, futures and option transactions, are stated at fair value, assuming that such transactions are terminated and settled at the consolidated balance sheet date.

Trading Income and Trading Expenses include the interest received and the interest paid during the fiscal year, the gains or losses resulting from any change in the value of securities and other monetary claims between the beginning and the end of the fiscal year, and the gains or losses resulting from any change in the value of financial derivatives between the beginning and the end of the fiscal year, assuming they were settled at the end of the fiscal year.

2.	Securities

(i) Bonds held to maturity are stated at amortized cost (straight-line method) and determined by the moving average method. Investments in non-consolidated subsidiaries and affiliates, which are not under the equity method, are stated at acquisition cost and determined by the moving average method. Other Securities which have readily determinable fair value are stated at fair value. Fair value of Japanese stocks with a quoted market price is determined based on the average quoted market price over the month preceding the consolidated balance sheet date. Fair value of securities other than Japanese stocks is determined at the quoted market price if available, or other reasonable value at the consolidated balance sheet date (cost of securities sold is calculated primarily by the moving average method). Other Securities which do not have readily determinable fair value are stated at acquisition cost or amortized cost and determined by the moving average method.

The net unrealized gains on Other Securities are included directly in Net Assets, net of applicable income taxes after excluding gains and losses as a result of the fair-value hedge method.

(ii) Securities which are held as trust assets in Money Held in Trust accounts are valued in the same way as given in (i) above.

3.	Derivative Transactions

Derivative transactions (other than transactions for trading purposes) are valued at fair value.

4.	Depreciation

(1)

Tangible Fixed Assets (Except for Lease Assets)

Depreciation of buildings is computed mainly by the straight-line method, and that of others is computed mainly by the declining-balance method. The range of useful lives is as follows:


Buildings:		3 years to 50 years
Others:		2 years to 20 years

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Mizuho Financial Group, Inc.

(2)

Intangible Fixed Assets (Except for Lease Assets)

Amortization of Intangible Fixed Assets is computed by the straight-line method. Development costs for internally-used software are capitalized and amortized over their estimated useful lives of mainly five years as determined by MHFG and consolidated subsidiaries.

(3)

Lease Assets

Depreciation of lease assets booked in Tangible Fixed Assets and Intangible Fixed Assets which are concerned with finance lease transactions that do not transfer ownership is mainly computed by the same method as the one applied to fixed assets owned by us.

5.	Deferred Assets

(1)

Bond issuance costs

Bond issuance costs are expensed as incurred.

(2)

Debenture issuance costs

Debenture issuance costs are expensed as incurred.

(3)

Bond discounts

Bonds are stated at amortized costs computed by the straight-line method on the consolidated balance sheets.

Bond discounts booked on the consolidated balance sheets as of March 31, 2006 are amortized under the straight-line method over the term of the bond by applying the previous accounting method and the unamortized balance is directly deducted from bonds, based on the tentative measure stipulated in the “Tentative Solution on Accounting for Deferred Assets” (ASBJ Report No. 19, August 11, 2006).

6.	Reserves for Possible Losses on Loans

Reserves for Possible Losses on Loans of major domestic consolidated subsidiaries are maintained in accordance with internally established standards for write-offs and reserve provisions.

For claims extended to obligors that are legally bankrupt under the Bankruptcy Law, Special Liquidation under the Company Law or other similar laws (“Bankrupt Obligors”), and to obligors that are effectively in similar conditions (“Substantially Bankrupt Obligors”), reserves are maintained at the amounts of claims net of direct write-offs described below and expected amounts recoverable from the disposition of collateral and the amounts recoverable under guarantees. For claims extended to obligors that are not yet legally or formally bankrupt but are likely to be bankrupt (“Intensive Control Obligors”), reserves are maintained at the amounts deemed necessary based on overall solvency analyses of the amounts of claims net of expected amounts recoverable from the disposition of collateral and the amounts recoverable under guarantees.

For claims extended to Intensive Control Obligors and Obligors with Restructured Loans and others, if the exposure to an obligor exceeds a certain specific amount, reserves are provided as follows: (i) if future cash flows of the principal and interest can be reasonably estimated, the discounted cash flow method is applied, under which the reserve is determined as the difference between the book value of the loan and its present value of future cash flows discounted using the contractual interest rate before the loan was classified as a Restructured Loan, and (ii) if future cash flows of the principal and interest cannot be reasonably estimated, reserves are provided for the losses estimated for each individual loan.

For claims extended to other obligors, reserves are maintained at rates derived from historical credit loss experience and other factors. Reserve for Possible Losses on Loans to Restructuring Countries is maintained in order to cover possible losses based on analyses of the political and economic climates of the countries.

All claims are assessed by each claim origination department in accordance with the internally established “Self-assessment Standard,” and the results of the assessments are verified and examined by the independent examination departments. Reserves for Possible Losses on Loans are provided for on the basis of such verified assessments.

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Mizuho Financial Group, Inc.

In the case of claims to Bankrupt Obligors and Substantially Bankrupt Obligors, which are collateralized or guaranteed by a third party, the amounts deemed uncollectible (calculated by deducting the anticipated proceeds from the sale of collateral pledged against the claims and amounts that are expected to be recovered from guarantors of the claims) are written off against the respective claims balances. The total directly written-off amount was ¥540,000 million.

The claims above include corporate bonds which are issued by private placement (Article 2, Paragraph 3 of the Financial Instruments and Exchange Law) and others.

Other consolidated subsidiaries provide the amount necessary to cover the loan losses based upon past experience and other factors for general claims and the assessment for each individual loan for other claims.

7.	Reserve for Possible Losses on Investments

Reserve for Possible Losses on Investments is maintained to provide against possible losses on investments in securities, after taking into consideration the financial condition and other factors concerning the investee company. Except for securitization products which are included as reference assets of another securitization schemes of the Group’s domestic banking subsidiary, Reserve for Possible Losses on Investments is provided against unrealized losses on securitization products related with the discontinuation of business regarding credit investments primarily in Europe which were made as an alternative to loans by the Group’s domestic banking subsidiary. Since securities are recognized at fair value on the consolidated balance sheet, the balance of Securities is offset against that of Reserve for Possible Losses on Investments by ¥31,786 million.

8.	Reserve for Bonus Payments

Reserve for Bonus Payments, which is provided for future bonus payments to employees, is maintained at the amount accrued at the end of the fiscal year, based on the estimated future payments.

9.	Reserve for Employee Retirement Benefits

Reserve for Employee Retirement Benefits (including Prepaid Pension Cost), which is provided for future benefit payments to employees, is recorded as the required amount, based on the projected benefit obligation and the estimated plan asset amounts at the end of the fiscal year. Unrecognized actuarial differences are recognized as income or expenses from the following fiscal year under the straight-line method over a certain term within the average remaining service period of the employees of the respective fiscal year.

10.	Reserve for Director and Corporate Auditor Retirement Benefits

Reserve for Director and Corporate Auditor Retirement Benefits, which is provided for future retirement benefit payments to directors, corporate auditors, and executive officers, is recognized at the amount accrued at the end of the respective fiscal year, based on the internally established standards.

11.	Reserve for Possible Losses on Sales of Loans

Reserve for Possible Losses on Sales of Loans is provided for possible future losses on sales of loans at the amount deemed necessary based on a reasonable estimate of possible future losses.

Of the Loans Held for Sale for which we had recorded Reserve for Possible Losses on Sales of Loans, with respect to loans in the amount of ¥348,279 million to a borrower in Europe whose business condition is sound and has no particular financial problem, we decided not to sell such loans for the foreseeable future based on our determination that it is reasonable to continue holding such loans based on the difficulty in selling at a fair price. We thus reclassified such loans as loans other than Loans Held for Sale, based on the reasonably calculated prices, at the end of December 2008. As a result, Loans and Reserve for Possible Losses on Sales of Loans decreased by ¥27,728 million and ¥70,198 million, respectively, compared to the amounts which would have been recorded if we had continued to classify those loans as Loans Held for Sale. In addition, Other within Other Ordinary Expenses decreased by ¥41,130 million.

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Mizuho Financial Group, Inc.

12.	Reserve for Contingencies

Reserve for Contingencies is maintained to provide against possible losses from contingencies, which are not covered by other specific reserves in off-balance transactions, trust transactions and others. The balance is an estimate of possible future losses, on an individual basis, considered to require a reserve.

13.	Reserve for Frequent Users Services

Reserve for Frequent Users Services is provided mainly to meet the future use of points of Mizuho Mileage Club at the amount deemed necessary based on the reasonable estimate of the future usage of points.

14.	Reserve for Reimbursement of Deposits

Reserve for Reimbursement of Deposits is provided against the losses for the deposits derecognized from the liabilities at the estimated amount of future claims for withdrawal to provide for claims by depositors and others.

15.	Reserve for Reimbursement of Debentures

Reserve for Reimbursement of Debentures is provided for the debentures derecognized from Liabilities at the estimated amount for future claims.

(Additional information)

Even though the debentures derecognized from Liabilities had been recorded as a loss when claims were made, from this fiscal year Reserve for Reimbursement of Debentures is recorded due to the availability of a reasonable estimate as a result of the development and analysis of data on claims.

As a result, Ordinary Losses and Losses before Income Taxes and Minority Interests both increased by ¥8,973 million compared with the corresponding amounts under the previously applied method.

16.	Reserve under Special Laws

Reserve under Special Laws is Reserve for Contingent Liabilities from Financial Instruments and Exchange of ¥1,750 million. This is the reserve pursuant to Article 46-5, Paragraph 1 and Article 48-3, Paragraph 1 of the Financial Instruments and Exchange Law to indemnify the losses incurred from accidents in the purchase and sale of securities, other transactions or derivative transactions.

17.	Assets and Liabilities denominated in foreign currencies

Assets and Liabilities denominated in foreign currencies and accounts of overseas branches of domestic consolidated banking subsidiaries and a domestic consolidated trust banking subsidiary are translated into Japanese yen primarily at the exchange rates in effect at the consolidated balance sheet date, with the exception of the investments in non-consolidated subsidiaries and affiliates not under the equity method, which are translated at historical exchange rates.

Assets and Liabilities denominated in foreign currencies of the consolidated subsidiaries, except for the transactions mentioned above, are translated into Japanese yen primarily at the exchange rates in effect at the consolidated balance sheet dates.

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Mizuho Financial Group, Inc.

18.	Hedge Accounting

(1)

Interest Rate Risk

The deferred method, the fair-value hedge method or the exceptional accrual method for interest rate swaps are applied as hedge accounting methods.

The portfolio hedge transaction for a large volume of small-value monetary claims and liabilities of domestic consolidated banking subsidiaries and domestic consolidated trust banking subsidiaries is accounted for in accordance with the method stipulated in the “Accounting and Auditing Treatment relating to Adoption of Accounting Standards for Financial Instruments for Banks” (JICPA Industry Audit Committee Report No.24).

The effectiveness of hedging activities for the portfolio hedge transaction for a large volume of small-value monetary claims and liabilities is assessed as follows:

(i)

as for hedging activities to offset market fluctuation risks, the effectiveness is assessed by bracketing both the hedged instruments, such as deposits and loans, and the hedging instruments, such as interest-rate swaps, in the same maturity bucket.

(ii)

as for hedging activities to fix the cash flows, the effectiveness is assessed based on the correlation between a base interest rate index of the hedged instrument and that of the hedging instrument.

The effectiveness of the individual hedge is assessed based on the comparison of the fluctuation in the market or of cash flows of the hedged instruments with that of the hedging instruments.

Among Net Deferred Hedge Losses, net of Taxes recorded on the consolidated balance sheet, those deferred hedge losses are included that are resulted from the application of the macro-hedge method based on the “Tentative Accounting and Auditing Treatment relating to Adoption of Accounting Standards for Financial Instruments for Banks” (JICPA Industry Audit Committee Report No.15), under which the overall interest rate risks inherent in loans, deposits and others are controlled on a macro-basis using derivatives transactions. The deferred hedge gains/losses are amortized as interest income or interest expenses over the remaining maturity and average remaining maturity of the respective hedging instruments. The unamortized amounts of gross deferred hedge losses and gross deferred hedge gains on the macro-hedges, before net of applicable income taxes were ¥84,716 million and ¥80,611 million, respectively.

(2)

Foreign Exchange Risk

Domestic consolidated banking subsidiaries and some of domestic consolidated trust banking subsidiaries apply the deferred method of hedge accounting to hedge foreign exchange risks associated with various financial assets and liabilities denominated in foreign currencies as stipulated in the “Accounting and Auditing Treatment relating to Adoption of Accounting Standards for Foreign Currency Transactions for Banks” (JICPA Industry Audit Committee Report No.25). The effectiveness of the hedge is assessed by confirming that the amount of the foreign currency position of the hedged monetary claims and liabilities is equal to or larger than that of currency-swap transactions, exchange swap transactions, and similar transactions designated as the hedging instruments of the foreign exchange risk.

In addition to the above methods, these subsidiaries apply the deferred method or the fair-value hedge method to portfolio hedges of the foreign exchange risks associated with investments in subsidiaries and affiliates in foreign currency and Other Securities in foreign currency (except for bonds) identified as hedged items in advance, as long as the amount of foreign currency payables of spot and forward foreign exchange contracts exceeds the amount of acquisition cost of the hedged foreign securities in foreign currency.

(3)

Inter-company Transactions

Inter-company interest rate swaps, currency swaps and similar derivatives among consolidated companies or between trading accounts and other accounts, which are designated as hedges, are not eliminated and related gains and losses are recognized in the statement of income or deferred under hedge accounting, because these inter-company derivatives are executed according to the criteria for appropriate outside third-party cover operations which are treated as hedge transactions objectively in accordance with JICPA Industry Audit Committee Reports Nos. 24 and 25.

19.	Consumption Taxes and other

With respect to MHFG and its domestic consolidated subsidiaries, Japanese consumption taxes and local consumption taxes are excluded from transaction amounts.

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Mizuho Financial Group, Inc.

II.	Scope of Cash and Cash Equivalents on Consolidated Statements of Cash Flows

For the purpose of the consolidated statement of cash flows, Cash and Cash Equivalents consists of cash and due from central banks included in Cash and Due from Banks on the consolidated balance sheet.

III.	Changes of Fundamental and Important Matters for the Preparation of Consolidated Financial Statements

(Accounting Standard for Lease Transactions)

Although MHFG accounted for finance leases that do not involve transfer of ownership to lessee as operating leases, by this application, MHFG accounts for them as normal trade transactions, including the transactions that started before the end of fiscal 2007.

The amount of accumulated impact until the end of fiscal 2007 on Income before Income Taxes and Minority Interests is recorded in Extraordinary Losses.

This change increases Lease Assets in Tangible Fixed Assets by ¥8,661 million, Lease Assets in Intangible Fixed Assets by ¥1,354 million, Lease Obligation in Other Liabilities by ¥18,667 million, Extraordinary Losses by ¥10,828 million and Losses before Income Taxes and Minority Interests by ¥8,299 million.

(Changes in Presentation of Financial Statements)

While Derivatives other than for Trading Assets (Assets) and Derivatives other than for Trading Liabilities (Liabilities) were formerly included within Other Assets and Other Liabilities, respectively, they are separately presented from this fiscal year due to their increased materiality.

Derivatives other than for Trading Assets included within Other Assets and Derivatives other than for Trading Liabilities included within Other Liabilities as of March 31, 2008 were ¥6,185,988 million and ¥5,633,810 million, respectively.

Additional Information

(Partial Changes to the Calculation Method for Fair Value of Other Securities)

Floating-rate Japanese Government Bonds

For Floating-rate Japanese Government Bonds within Securities, our domestic consolidated banking subsidiaries and some of our domestic consolidated trust banking subsidiaries had been applying market prices to establish book value. Based on our determination that current market prices may not reflect fair value due to the extremely limited volume of actual transactions, we have applied reasonably calculated prices as book value for fiscal 2008.

As a result, compared to applying market price as book value, Securities increased by ¥97,748 million, Deferred Tax Assets decreased by ¥7,488 million, Net Unrealized Gains on Other Securities, net of Taxes increased by ¥85,946 million and Minority Interests increased by ¥4,312 million.

In deriving the reasonably calculated price, we used the Discounted Cash Flow Method as well as other methods. The price decision variables include the yield of 10-year Japanese Government Bonds and the volatilities of interest rate swap options for 10-year Japanese Government Bonds as underlying assets.

Securitization Products

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Mizuho Financial Group, Inc.

As a result, Securities increased by ¥144,286 million and Net Unrealized Gains on Other Securities, net of Taxes increased by ¥36,908 million. In addition, Other Operating Income increased by ¥416 million, Other Operating Expenses decreased by ¥52,883 million, losses due to the discontinuation of business regarding credit investments primarily in Europe in Other within Other Ordinary Expenses decreased by ¥54,078 million, which led to a decrease in Ordinary Losses of ¥107,378 million.

The book value that was reasonably calculated based on the reasonable estimates of our management mentioned above is ¥515,199 million. In deriving reasonably calculated prices based on the reasonable estimates of our management mentioned above, we used the Discounted Cash Flow Method. The price decision variables include default rates, recovery rates, pre-payment rates and discount rates, and the subject Securities included Residential Mortgage-Backed Securities, Collateralized Loan Obligations, Commercial Mortgage-Backed Securities and other Asset Backed Securities.

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Mizuho Financial Group, Inc.

(NOTES TO CONSOLIDATED BALANCE SHEET)

1.	Securities include shares of ¥110,668 million and investments of ¥421 million in non-consolidated subsidiaries and affiliates.

Unsecured loaned securities which the borrowers have the right to sell or repledge amounted to ¥4,490 million and are included in trading securities under Trading Assets. MHFG has the right to sell or repledge some of unsecured borrowed securities, securities purchased under resale agreements and securities borrowed with cash collateral. Among them, the total of securities repledged was ¥8,066,097 million and securities neither repledged nor re-loaned was ¥3,339,133 million, respectively.

3.	Loans and Bills Discounted include Loans to Bankrupt Obligors of ¥112,197 million and Non-Accrual Delinquent Loans of ¥700,358 million.

Loans to Bankrupt Obligors are loans, excluding loans written-off, on which delinquencies in payment of principal and/or interest have continued for a significant period of time or for some other reason there is no prospect of collecting principal and/or interest (“Non-Accrual Loans”), as per Article 96, Paragraph 1, Item 3, Subsections 1 to 5 or Item 4 of the Corporate Tax Law Enforcement Ordinance (Government Ordinance No. 97, 1965).

Non-Accrual Delinquent Loans represent Non-Accrual Loans other than (i) Loans to Bankrupt Obligors and (ii) loans on which interest payments have been deferred in order to assist or facilitate the restructuring of the obligors.

4.	Balance of Loans Past Due for Three Months or More: ¥18,764 million

Loans Past Due for Three Months or More are loans on which payments of principal and/or interest have not been made for a period of three months or more since the next day following the last due date for such payments, and which are not included in Loans to Bankrupt Obligors, or Non-Accrual Delinquent Loans.

5.	Balance of Restructured Loans: ¥480,118 million

Restructured Loans represent loans of which contracts were amended in favor of obligors (e.g. reduction of, or exemption from, stated interest, deferral of interest payments, extension of maturity dates and renunciation of claims) in order to assist or facilitate the restructuring of the obligors. Loans to Bankrupt Obligors, Non-Accrual Delinquent Loans and Loans Past Due for Three Months or More are not included.

6.	Total balance of Loans to Bankrupt Obligors, Non-Accrual Delinquent Loans, Loans Past Due for Three Months or More, and Restructured Loans: ¥1,311,439 million

The amounts given in Notes 3 through 6 above are gross amounts before deduction of amounts for the Reserves for Possible Losses on Loans.

In accordance with JICPA Industry Audit Committee Report No. 24, bills discounted are accounted for as financing transactions. The banking subsidiaries have rights to sell or pledge these bankers’ acceptances, commercial bills, documentary bills and foreign exchange bills. The face value of these bills amounted to ¥613,244 million.

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Mizuho Financial Group, Inc.

8.	The following assets were pledged as collateral:


Trading Assets:		¥4,012,042 million
Securities:		¥8,960,855 million
Loans and Bills Discounted:		¥12,437,626 million
Other Assets:		¥1,014 million
Tangible Fixed Assets:		¥297 million

The following liabilities were collateralized by the above assets:


Deposits:		¥643,196 million
Call Money and Bills Sold:		¥2,020,400 million
Payables under Repurchase Agreements:		¥2,983,330 million
Guarantee Deposits Received under Securities Lending Transactions:		¥3,546,611 million
Borrowed Money:		¥7,677,083 million

In addition to the above, the settlement accounts of foreign and domestic exchange transactions or derivatives transactions and others were collateralized, and margins for futures transactions were substituted by Cash and Due from Banks of ¥10,205 million, Trading Assets of ¥502,411 million and Securities of ¥2,524,405 million.

None of the assets was pledged as collateral in connection with borrowings by the non-consolidated subsidiaries and affiliates.

Other Assets includes guarantee deposits of ¥110,982 million, collateral pledged for derivatives transactions of ¥1,237,247 million, margins for futures transactions of ¥61,079 million and other guarantee deposits of ¥8,277 million.

In accordance with JICPA Industry Audit Committee Report No. 24, bills re-discounted are accounted for as financing transactions. The face value of these bankers’ acceptances, commercial bills, documentary bills and foreign exchange bills amounted to ¥972 million.

Overdraft protection on current accounts and contracts of the commitment line for loans are contracts by which banking subsidiaries are bound to extend loans up to the prearranged amount, at the request of customers, unless the customer is in breach of contract conditions. The unutilized balance of these contracts amounted to ¥54,576,376 million. Of this amount, ¥47,284,078 million relates to contracts of which the original contractual maturity is one year or less, or which are unconditionally cancelable at any time.

Since many of these contracts expire without being exercised, the unutilized balance itself does not necessarily affect future cash flows. A provision is included in many of these contracts that entitles the banking subsidiaries to refuse the execution of loans, or reduce the maximum amount under contracts when there is a change in the financial situation, necessity to preserve a claim or other similar reasons. The banking subsidiaries require collateral such as real estate and securities when deemed necessary at the time the contract is entered into. In addition, they periodically monitor customers’ business conditions in accordance with internally established standards and take necessary measures to manage credit risks such as amendments to contracts.

10.

In accordance with the Land Revaluation Law (Proclamation No.34 dated March 31, 1998), land used for business operations of domestic consolidated banking subsidiaries was revalued. The applicable income taxes on the entire excess of revaluation are included in Deferred Tax Liabilities for Revaluation Reserve for Land under Liabilities, and the remainder, net of applicable income taxes, is stated as Revaluation Reserve for Land, net of Taxes included in Net Assets.

Revaluation date: March 31, 1998

Revaluation method as stated in Article 3, Paragraph 3 of the above law: Land used for business operations was revalued by calculating the value on the basis of the valuation by road rating stipulated in Article 2, Paragraph 4 of the Enforcement Ordinance relating to the Land Revaluation Law (Government Ordinance No.119 promulgated on March 31, 1998) with reasonable adjustments to compensate for sites with long depth and other factors, and also on the basis of the appraisal valuation stipulated in Paragraph 5.

The difference at the consolidated balance sheet date between the total fair value of land for business operation purposes, which has been revalued in accordance with Article 10 of the above-mentioned law, and the total book value of the land after such revaluation was ¥123,580 million.

11.	Accumulated Depreciation of Tangible Fixed Assets amounted to ¥747,180 million.

12.	The book value of Tangible Fixed Assets adjusted for gains on sales of replaced assets and others amounted to ¥39,365 million.

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Mizuho Financial Group, Inc.

13.	Borrowed Money includes subordinated borrowed money of ¥665,942 million with a covenant that performance of the obligation is subordinated to that of other obligations.

14.	Bonds and Notes includes subordinated bonds of ¥2,249,622 million.

15.	The principal amounts of money trusts and loan trusts with contracts indemnifying the principal amounts, which are entrusted to domestic consolidated trust banking subsidiaries, are ¥882,035 million and ¥49,756 million, respectively.

16.	Liabilities for guarantees on corporate bonds included in Securities, which were issued by private placement (Article 2, Paragraph 3 of the Financial Instruments and Exchange Law) amounted to ¥1,282,762 million.

17.	Net Assets per share of common stock: ¥104.38

18.	Projected pension benefit obligations, etc. as of the consolidated balance sheet date are as follows:


	*Millions of yen*
Projected Benefit Obligations	¥	(1,156,667	)
Plan Assets (fair value)		998,778

Unfunded Retirement Benefit Obligations		(157,889	)
Unrecognized Actuarial Differences		680,451

Net Amounts on Consolidated Balance Sheet	¥	522,562
Prepaid Pension Cost		558,891
Reserve for Employee Retirement Benefits		(36,329	)

19.	(Subsequent events) Matters related to merger of security subsidiaries

Mizuho Securities Co., Ltd. (“former MHSC”), a consolidated subsidiary, and Shinko Securities Co., Ltd. (“Shinko”), an affiliate, signed the merger agreement following the resolutions of respective board meetings on March 4, 2009. Upon the approval of the merger agreement at the respective general shareholders meetings held on April 3, 2009, the merger took effect on May 7, 2009.

(1)

Name of the acquired company, business type, major reasons for the combination, date of the combination, legal form of the combination, name of the company after the combination, and grounds for determination of the acquiring company


(a)	Name of the acquired company	Shinko Securities Co., Ltd.

(b)	Business type	Financial Instruments Business

(c)	Major reasons for the combination	It was determined that it is necessary, as a member of the Mizuho Financial Group to leverage Shinko’s strength as a securities arm of a banking institution, to be more competitive in a market where there is now greater uncertainty, to improve our service providing-capabilities to our clients and furthermore to reestablish our business to enable us to offer competitive cutting-edge financial services on a global basis.

(d)	Date of the combination	May 7, 2009

(e)	Legal form of the combination	Shinko is the surviving entity, and the former MHSC is the dissolving entity.

(f)	Name of the company after the combination	Mizuho Securities, Co., Ltd.

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(g)		Grounds for determination of the acquiring company		As Mizuho Corporate Bank, Ltd., a shareholder of the former MHSC which is the legal dissolving entity, holds over half of the new company’s voting rights as a result of the merger, the former MHSC is the acquiring company and Shinko is the acquired company under the accounting standards for business combination.

(2)

Merger ratio, calculation method, and number of new shares to be issued

(a)

Merger ratio


Company Name	Shinko (surviving entity)	Former MHSC (dissolving entity)
Merger Ratio	1	122

(b)

Calculation method of merger ratio

For the sake of fairness in calculating the merger ratio, Shinko and the former MHSC appointed a third-party for valuations respectively. Both companies made the final determination of the validity of the merger ratio based on the careful exchange of views between the two companies, taking into account the financial and asset situation of the two companies and other factors in a comprehensive manner.

(c)

Number of new shares to be issued

Shares of common stock: 815,570 thousand shares

(NOTES TO CONSOLIDATED STATEMENT OF INCOME)

Other Ordinary Income includes gains on sales of stocks of ¥100,688 million, profits of ¥72,617 million related to credit risk mitigation transactions at a domestic banking subsidiaries and a trust banking subsidiary, and gains on derivatives related to stocks and others of ¥32,096 million at domestic consolidated banking subsidiaries.

2.	Other within Other Ordinary Expenses includes losses on impairment (devaluation) of stocks of ¥482,163 million and losses on write-offs of loans of ¥272,328 million.

3.	Other Extraordinary Losses includes an amount of ¥10,828 million resulting from the adoption of accounting standards for lease transactions mentioned in changes of fundamental and important matters for the preparation of consolidated financial statements.

4.	Net Loss per share of common stock for the fiscal year: ¥54.14

5.	Diluted Net Income per share of common stock is not disclosed due to Net Loss per share of common stock for this fiscal year.

6.	Losses on Impairment of Fixed Assets are recognized for the following assets:


Area	Principal purpose of use	Type	Impairment loss *(Millions of yen)*
—	Idle assets	Software, etc.	¥9,211
—	—	Other	¥1,687

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Mizuho Financial Group, Inc.

Regarding Software, etc., certain domestic consolidated subsidiaries recognized Losses on Impairment of Fixed Assets for idle assets due to discontinuance of development of the next generation mainframe computer system. For the purposes of identifying idle assets for which Losses on Impairment of Fixed Assets have been recognized, the individual asset is assessed as a unit. The recoverable amount is calculated based on net realizable value. The net realizable value is evaluated with a realizable value of zero.

Previously, corporate tax payments overseas were treated as deduction under the Corporation Tax Act and recorded in Other in Other Ordinary Expenses. However, at the end of this fiscal year, it is anticipated that it will apply the foreign tax credits against current tax payable under the Corporation Tax Act and the amount was recorded in Current Income Taxes. As a result, Other in Other Ordinary Expenses decreased by ¥20,684 million and Current Income Taxes increased by the same amount compared with the corresponding amounts under the previously applied method.

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Mizuho Financial Group, Inc.

(NOTES TO CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS)

1.	Types and number of issued shares and of treasury stock are as follows;


	*Thousands of Shares*
	As of March 31, 2008	Increase during the fiscal year	Decrease during the fiscal year	As of March 31, 2009	Remarks
Issued shares

Common stock	11,396	11,167,820	276	11,178,940	*1

Eleventh Series Class XI Preferred Stock	943	913,837	28	914,752	*2
Thirteenth Series Class XIII Preferred Stock	36	36,653	—	36,690	*3

Total	12,376	12,118,311	305	12,130,382

Treasury stock

Common stock	4	11,621	290	11,335	*4
Eleventh Series Class XI Preferred Stock	—	2,829	28	2,801	*5

Total	4	14,451	319	14,136

*1.	Increases are due to request for acquisition (conversion) of preferred stock (59 thousand shares) and allotment of shares or fractions of a share without consideration (11,167,761 thousand shares), and decreases are due to cancellation of treasury stock (common stock).

*2.	Increases are due to allotment of shares or fractions of a share without consideration and decreases are due to cancellation of treasury stock (preferred stock).

*3.	Increases are due to allotment of shares or fractions of a share without consideration.

*4.

Increases are due to repurchase of treasury stock (283 thousand shares of common stock), repurchase of fractional shares and shares constituting less than one unit (11 thousand shares), and allotment of shares or fractions of a share without consideration (11,326 thousand shares), and decreases are due to cancellation of treasury stock (276 thousand shares of common stock), repurchase of fractional shares and shares constituting less than one unit (11 thousand shares) and others.

*5.	Increases are due to request for acquisition (conversion) of preferred stock (31 thousand shares) and allotment of shares or fractions of a share without consideration (2,798 thousand shares), and decreases are due to cancellation of treasury stock (preferred stock).

2.	Stock acquisition rights and treasury stock acquisition rights are as follows;


Category	Breakdown of stock acquisition rights	Class of shares to be issued or transferred upon exercise of stock acquisition rights	Number of shares to be issued or transferred upon exercise of stock acquisition rights (*Shares*)
Category	Breakdown of stock acquisition rights		As of March 31, 2008		Increase during the fiscal year		Decrease during the fiscal year		As of March 31, 2009		Balance as of March 31, 2009 (*Millions of yen*)		Remarks
MHFG	Stock acquisition rights (Treasury stock acquisition rights)	—	—		—		—		—		—
			(—	)	(—	)	(—	)	(—	)	(—	)

	Stock acquisition rights as stock option				—						1,032

Consolidated subsidiaries (Treasury stock acquisition rights)					—						155
											(—	)

					—						1,187
	Total										(—	)

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Mizuho Financial Group, Inc.

3.	Cash dividends distributed by MHFG are as follows;

(1) Cash dividends paid during the fiscal year ended March 31, 2009

Resolution

Type

Cash
Dividends
(Millions of yen)

Cash
Dividends
per Share
(Yen)

Record
Date

Effective Date

June 26,

2008

Common Stock

113,922

10,000

March 31, 2008

Eleventh Series Class XI Preferred Stock

18,874

20,000

March 31, 2008

June 26, 2008

[

Ordinary

General Meeting

of Shareholders

]

Thirteenth Series Class XIII Preferred

Stock

1,100

30,000

March 31, 2008

Total

133,898

(2) Cash dividends with record dates falling in the fiscal year ended March 31, 2009 and effective dates coming after the end of the fiscal year

Resolution

Type

Cash
Dividends
(Millions of yen)

Resource of
Dividends

Cash
Dividends
per Share
(Yen)

Record
Date

Effective Date

Common Stock

111,676

Retained Earnings

March 31, 2009

June 25,

2009

Eleventh Series Class XI Preferred Stock

18,239

Retained Earnings

March 31, 2009

June 25, 2009

[

Ordinary

General Meeting

of Shareholders

]

Thirteenth Series Class XIII Preferred

Stock

1,100

Retained Earnings

March 31, 2009

Cash dividends on common stock and preferred stock are proposed as above as a matter to be resolved at the ordinary general meeting of shareholders scheduled to be held on June 25, 2009.

We conducted an allotment of shares or fractions of a share without consideration on January 4, 2009.

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Mizuho Financial Group, Inc.

(NOTES TO CONSOLIDATED STATEMENT OF CASH FLOWS)

1.	Cash and Cash Equivalents at the end of the fiscal year on the consolidated statement of cash flows reconciles to Cash and Due from Banks on the consolidated balance sheet as follows:


	*Millions of yen*
Cash and Due from Banks	¥	5,720,253
Due from Banks excluding central banks		(671,581	)

Cash and Cash Equivalents	¥	5,048,671

2.	Changes in Presentation of Financial Statements

While Decrease (Increase) in Derivatives other than for Trading Assets and Increase (Decrease) in Derivatives other than for Trading Liabilities were formerly included within Other in Cash Flow from Operating Activities, they are separately presented from this fiscal year due to its increased materiality. Decrease (Increase) in Derivatives other than for Trading Assets and Increase (Decrease) in Derivatives other than for Trading Liabilities included within Other in Cash Flow from Operating Activities as of March 31, 2008 were ¥(3,516,808) million and ¥2,635,513 million, respectively.

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Mizuho Financial Group, Inc.

(NOTES TO SECURITIES)

In addition to “Securities” on the consolidated balance sheet, trading securities, negotiable certificates of deposit (“NCDs”), commercial paper and certain other items in “Trading Assets,” NCDs in “Cash and Due from Banks,” certain items in “Other Debt Purchased” and certain items in “Other Assets” are also included.

1.	Trading Securities:


As of March 31, 2009	*Millions of yen*
	Amount on Consolidated BS		Net Unrealized Gains/ Losses Recorded on the Consolidated Statement of Income
Trading Securities	¥	7,718,927	¥	(40,544	)

2.	Bonds Held to Maturity which have readily determinable fair value:


As of March 31, 2009	*Millions of yen*
	Amount on Consolidated BS		Fair Value		Unrealized Gains/Losses
	Amount on Consolidated BS		Fair Value		Net		Gains		Losses
Japanese Government Bonds	¥	50,038	¥	50,140	¥	101	¥	101	¥	—
Japanese Local Government Bonds		11,189		11,193		3		3		—
Other		117,905		119,372		1,466		1,466		—

Total	¥	179,134	¥	180,705	¥	1,571	¥	1,571	¥	—

Notes:

Fair value is primarily based on the market price at the end of this fiscal year.

Unrealized Gains/Losses are the details of Net.

3.	Other Securities which have readily determinable fair value:


As of March 31, 2009	*Millions of yen*
	Acquisition Cost		Amount on Consolidated BS		Unrealized Gains/Losses
	Acquisition Cost		Amount on Consolidated BS		Net			Gains		Losses
Japanese Stocks	¥	2,788,982	¥	2,605,281	¥	(183,701	)	¥	284,982	¥	468,683
Japanese Bonds		19,496,081		19,507,600		11,518			43,698		32,179
Japanese Government Bonds		18,531,864		18,555,865		24,001			41,624		17,622
Japanese Local Government Bonds		68,896		69,392		496			715		219
Japanese Short-term Bonds		—		—		—			—		—
Japanese Corporate Bonds		895,321		882,341		(12,979	)		1,358		14,337
Other		7,428,701		7,091,258		(337,442	)		64,521		401,964
Foreign Bonds		4,500,549		4,417,909		(82,640	)		52,751		135,391
Other Debt Purchased		1,939,919		1,913,882		(26,037	)		2,723		28,760
Other		988,232		759,467		(228,764	)		9,047		237,812

Total	¥	29,713,766	¥	29,204,140	¥	(509,625	)	¥	393,202	¥	902,827

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Mizuho Financial Group, Inc.

Notes:

1.	Net Unrealized Gains include ¥62,770 million, which was recognized in the consolidated statement of income by applying the fair-value hedge method and other.

Fair value of Japanese stocks is determined based on the average quoted market price over the month preceding the consolidated balance sheet date. Fair value of securities other than Japanese stocks is determined at the quoted market price if available, or other reasonable value at the consolidated balance sheet date.

3.	Unrealized Gains/Losses are the details of Net.

Certain Other Securities which have readily determinable fair value are devalued to the fair value, and the difference between the acquisition cost and the fair value is treated as the loss for the fiscal year (impairment (devaluation)), if the fair value (primarily the closing market price at the consolidated balance sheet date) has significantly deteriorated compared with the acquisition cost (including amortized cost), and unless it is deemed that there is a possibility of a recovery in the fair value. The amount of impairment (devaluation) for the fiscal year was ¥455,719 million.

The criteria for determining whether a security’s fair value has “significantly deteriorated” are outlined as follows:

Securities whose fair value is 50% or less of the acquisition cost

Securities whose fair value exceeds 50% but is 70% or less of the acquisition cost and the quoted market price maintains a certain level or lower.

(Additional Information)

Floating-rate Japanese Government Bonds

For Floating-rate Japanese Government Bonds within Securities, domestic consolidated banking subsidiaries and a trust banking subsidiary had been applying market prices to establish book value. Based on our determination that current market prices may not reflect fair value due to the extremely limited volume of actual transactions, we have applied reasonably calculated prices as book value for fiscal 2008.

Securitization Products

With respect to the credit investments in securitization products made as an alternative to loans by the European and North American offices of domestic consolidated banking subsidiaries, we had previously applied as fair value the valuations obtained from brokers and information vendors based on our determination that such valuations constitute reasonably calculated prices that can be used as a proxy for market prices. Given the current situation in which the volume of actual transactions is extremely limited and there exists a considerable gap between the offers and bids of sellers and buyers, we determined that valuations obtained from brokers and information vendors cannot be deemed to be the fair value, and we applied reasonably calculated prices based on the reasonable estimates of our management as fair value.

As a result, Securities increased by ¥144,286 million and Net Unrealized Gains on Other Securities, net of Taxes increased by ¥36,908 million. In addition, Other Operating Income increased by ¥416 million, Other Operating Expenses decreased by ¥52,883 million, and losses due to the discontinuation of business regarding credit investments primarily in Europe in Other within Other Ordinary Expenses decreased by ¥54,078 million, which led to a decrease in Ordinary Losses of ¥107,378 million.

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Mizuho Financial Group, Inc.

4.	Bonds Held to Maturity which were sold during the consolidated fiscal year ended March 31, 2009:

There were no Bonds Held to Maturity which were sold.

5.	Other securities sold during the fiscal year ended March 31, 2009:


	*Millions of yen*
	Amount Sold		Gains on Sales		Losses on Sales
Other Securities	¥	57,319,232	¥	289,020	¥	226,218

6.	Major components of securities not stated at fair value and their amount on the consolidated balance sheet:


As of March 31, 2009	*Millions of yen*
	Amount
Other Securities:
Non-publicly Offered Bonds	¥	1,820,998
Unlisted Stocks		416,288
Unlisted Foreign Securities		345,015
Other	¥	249,358

7.	The redemption schedule by term for Bonds Held to Maturity and Other Securities with maturities:


As of March 31, 2009	*Millions of yen*
	Within 1 year		1-5 years		5-10 years		Over 10 years
Japanese Bonds	¥	7,849,559	¥	9,779,741	¥	2,097,514	¥	1,663,012
Japanese Government Bonds		7,444,207		8,189,100		1,631,256		1,341,339
Japanese Local Government Bonds		14,827		33,790		31,499		1,053
Japanese Short-term Bonds		—		—		—		—
Japanese Corporate Bonds		390,523		1,556,850		434,758		320,618
Other		1,424,358		2,499,197		1,009,276		1,903,382

Total	¥	9,273,917	¥	12,278,938	¥	3,106,791	¥	3,566,395

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Mizuho Financial Group, Inc.

(NOTES TO MONEY HELD IN TRUST)

1.	Details of Money Held in Trust for Investment Purposes:


As of March 31, 2009	*Millions of yen*
	Amount on Consolidated BS		Net Unrealized Gains/ Losses Recorded on the Consolidated Statement of Income
Investment Purposes	¥	39,426	—

2.	Money Held in Trust Held to Maturity (As of March 31, 2009):

There was no Money Held in Trust held to maturity.

3.	Other in Money Held in Trust (other than for investment purposes and held to maturity purposes)


As of March 31, 2009	*Millions of yen*
	Acquisition Cost		Amount on Consolidated BS		Unrealized Gains/Losses
	Acquisition Cost		Amount on Consolidated BS		Net			Gains	Losses
Other in Money Held in Trust	¥	1,316	¥	1,266	¥	(49	)	—	¥	49

Notes:

1.	Fair value of Other in Money Held in Trust and others are determined at the quoted market price if available, or other reasonable value at the consolidated balance sheet date.

2.	Unrealized Gains/Losses are the details of Net.

1-41

Mizuho Financial Group, Inc.

SEGMENT INFORMATION

1. Segment Information by Type of Business

For the fiscal year ended March 31, 2008


	*Millions of yen*
	Banking Business	Securities Business		Other	Total	Elimination	Consolidated Results
I. Ordinary Income
(1) Ordinary Income from outside customers	3,950,412	428,488		144,609	4,523,510	—	4,523,510
(2) Inter-segment Ordinary Income	38,719	88,094		140,531	267,345	267,345	—

Total	3,989,132	516,583		285,141	4,790,856	267,345	4,523,510

Ordinary Expenses	3,215,067	917,178		255,372	4,387,618	261,228	4,126,390

Ordinary Profits (Losses)	774,064	(400,595	)	29,768	403,237	6,117	397,120

II. Assets, Depreciation Expense, Losses on Impairment of Fixed Assets and Capital Expenditure
Assets	136,224,235	22,359,454		1,070,089	159,653,779	5,241,674	154,412,105

Depreciation Expense	118,034	10,938		3,747	132,721	—	132,721

Losses on Impairment of Fixed Assets	2,591	4		102	2,698	—	2,698

Capital Expenditure	166,150	30,819		17,940	214,910	—	214,910

Notes:

1.	Ordinary Income and Ordinary Profits are presented in lieu of Sales and Operating Profits as utilized by non-financial companies.

2.	Major components of type of business are as follows:

(1)

Banking Business: banking and trust banking business

(2)

Securities Business: securities business

(3)

Other: investment advisory business and others

In accordance with the revision of the Corporate Tax Law of 2007, depreciation of the tangible fixed assets acquired on or after April 1, 2007 is computed by the procedure stipulated in the revised law. As a result, Ordinary Profits decreased by ¥1,749 million, ¥363 million and ¥97 million for Banking Business, Securities Business and Other, respectively, compared with the corresponding amounts under the previously applied method. As for the tangible fixed assets acquired before April 1, 2007 and depreciated to their final depreciable limit, the salvage values of them are depreciated using the straight-line method in the following five fiscal years. As a result, Ordinary Profits decreased by ¥1,621 million, ¥30 million and ¥35 million for Banking Business, Securities Business and Other, respectively, compared with the corresponding amounts under the previously applied method.

For the fiscal year ended March 31, 2009


	*Millions of yen*
	Banking Business		Securities Business		Other	Total		Elimination	Consolidated Results
I. Ordinary Income
(1) Ordinary Income from outside customers	3,065,295		318,234		130,899	3,514,428		—	3,514,428
(2) Inter-segment Ordinary Income	36,760		56,924		151,470	245,155		245,155	—

Total	3,102,055		375,158		282,370	3,759,584		245,155	3,514,428

Ordinary Expenses	3,488,527		396,578		263,456	4,148,562		239,001	3,909,560

Ordinary Profits (Losses)	(386,471	)	(21,420	)	18,913	(388,978	)	6,153	(395,131	)

II. Assets, Depreciation Expense, Losses on Impairment of Fixed Assets and Capital Expenditure
Assets	137,103,996		17,536,259		881,674	155,521,931		2,798,860	152,723,070

Depreciation Expense	125,863		11,641		5,171	142,676		—	142,676

Losses on Impairment of Fixed Assets	1,679		9,218		—	10,898		—	10,898

Capital Expenditure	189,924		8,638		22,491	221,054		—	221,054

Notes:

1.	Ordinary Income and Ordinary Profits are presented in lieu of Sales and Operating Profits as utilized by non-financial companies.

2.	Major components of type of business are as follows:

(1)

Banking Business: banking and trust banking business

(2)

Securities Business: securities business

(3)

Other: investment advisory business and others

As “Accounting Standard for Lease Transactions” (ASBJ Statement No.13, March 30, 2007) and “Guidance on Accounting Standard for Lease Transactions” (ASBJ Guidance No.16) are applied from the fiscal year beginning on or after April 1, 2008, MHFG has applied the new accounting standard and guidance beginning with this fiscal year. Although MHFG accounted for finance leases that do not involve transfer of ownership to lessee as operating leases, by this application, MHFG accounts for them as normal trade transactions, including the transactions that started before the end of fiscal 2007. The amount of accumulated impact until the end of fiscal 2007 on Income before Income Taxes and Minority Interests is recorded in Extraordinary Losses. As a result, Asset increased by ¥7,047 million, ¥42 million and ¥2,926 million, for Banking Business, Securities Business and Other, respectively, compared with the corresponding amounts under the previously applied method.

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Mizuho Financial Group, Inc.

2. Segment Information by Geographic Area

For the fiscal year ended March 31, 2008


	*Millions of yen*
	Japan	Americas	Europe		Asia/Oceania excluding Japan	Total	Elimination	Consolidated Results
I. Ordinary Income
(1) Ordinary Income from outside customers	3,301,156	642,019	368,397		211,937	4,523,510	—	4,523,510
(2) Inter-segment Ordinary Income	39,867	174,985	61,875		2,232	278,960	278,960	—

Total	3,341,023	817,004	430,273		214,170	4,802,471	278,960	4,523,510

Ordinary Expenses	2,659,266	783,432	784,035		167,553	4,394,287	267,897	4,126,390

Ordinary Profits (Losses)	681,756	33,571	(353,761	)	46,616	408,183	11,063	397,120

II. Assets	135,347,671	18,913,933	13,830,061		7,092,483	175,184,150	20,772,044	154,412,105

Notes:

1.	Geographic analyses are presented based on geographic contiguity, similarities in economic activities, and correlation between business operations. Ordinary Income and Ordinary Profits are presented in lieu of Sales and Operating Profits as utilized by non-financial companies.

2.	Americas includes the United States of America and Canada, etc., Europe includes the United Kingdom, etc., and Asia/Oceania includes Hong Kong and the Republic of Singapore, etc.

For the fiscal year ended March 31, 2009


	*Millions of yen*
	Japan		Americas	Europe		Asia/Oceania excluding Japan	Total		Elimination	Consolidated Results
I. Ordinary Income
(1) Ordinary Income from outside customers	2,606,492		378,876	344,862		184,196	3,514,428		—	3,514,428
(2) Inter-segment Ordinary Income	100,740		117,395	30,157		1,303	249,596		249,596	—

Total	2,707,233		496,271	375,019		185,500	3,764,025		249,596	3,514,428

Ordinary Expenses	3,113,927		398,604	479,813		154,037	4,146,383		236,822	3,909,560

Ordinary Profits (Losses)	(406,693	)	97,667	(104,794	)	31,462	(382,358	)	12,773	(395,131	)

II. Assets	134,548,321		19,984,988	11,484,089		6,779,411	172,796,812		20,073,741	152,723,070

Notes:

1.	Geographic analyses are presented based on geographic contiguity, similarities in economic activities, and correlation between business operations. Ordinary Income and Ordinary Profits are presented in lieu of Sales and Operating Profits as utilized by non-financial companies.

2.	Americas includes the United States of America and Canada, etc., Europe includes the United Kingdom, etc., and Asia/Oceania includes Hong Kong and the Republic of Singapore, etc.

With respect to the credit investments in securitization products made as an alternative to loans by the European and North American offices of our domestic consolidated banking subsidiaries, we had previously applied as fair value the valuations obtained from brokers and information vendors based on our determination that such valuations constitute reasonably calculated prices that can be used as a proxy for market prices. Given the current situation in which the volume of actual transactions is extremely limited and there exists a considerable gap between the offers and bids of sellers and buyers, we determined that valuations obtained from brokers and information vendors cannot be deemed to be the fair value, and we applied reasonably calculated prices based on the reasonable estimates of our management as fair value. As a result, Assets increased in Japan, Americas, and Europe by ¥22,040 million, ¥17,479 million, and ¥104,767 million, respectively. Ordinary Income increased in Europe by ¥416 million, and Ordinary Expenses decreased in Japan, Americas, and Europe by ¥6,814 million, ¥589 million, and ¥99,558 million, respectively. Ordinary Profits increased in Americas by ¥589 million, and Ordinary Losses decreased in Japan and Europe by ¥6,814 million and ¥99,975 million, respectively.

3. Ordinary Income from Overseas Entities

For the fiscal year ended March 31, 2008


	*Millions of yen*
Ordinary Income from Overseas Entities	1,222,354

Total Ordinary Income	4,523,510

Ordinary Income of Overseas Entities’ Ratio	27.0	%

Notes:

1.	Ordinary Income from Overseas Entities is presented in lieu of Sales as utilized by non-financial companies.

Ordinary Income from Overseas Entities represents Ordinary Income recorded by overseas branches of domestic subsidiaries and overseas subsidiaries excluding inter-segment Ordinary Income. Geographical analyses of Ordinary Income from Overseas Entities are not presented as no such information is available.

For the fiscal year ended March 31, 2009


	*Millions of yen*
Ordinary Income from Overseas Entities	907,935

Total Ordinary Income	3,514,428

Ordinary Income of Overseas Entities’ Ratio	25.8	%

Notes:

1.	Ordinary Income from Overseas Entities is presented in lieu of Sales as utilized by non-financial companies.

1-43

Mizuho Financial Group, Inc.

Per Share Information (Consolidated basis)


		Fiscal 2007	Fiscal 2008
Total Net Assets per Share of Common Stock	¥	254,722.01	104.38
Net Income (Loss) per Share of Common Stock	¥	25,370.25	(54.14	)
Diluted Net Income per Share of Common Stock	¥	24,640.00	—


1. Total Net Assets per Share of Common Stock is based on the following information:

		Fiscal 2007	Fiscal 2008
Total Net Assets per Share of Common Stock
Total Net Assets	¥ million	5,694,159	4,186,606
Deductions from Total Net Assets	¥ million	2,792,451	3,020,835
Paid-in Amount of Preferred Stock	¥ million	980,430	948,641
Cash Dividends on Preferred Stock	¥ million	19,975	19,339
Stock Acquisition Rights	¥ million	—	1,187
Minority Interests	¥ million	1,792,045	2,051,667
Net Assets (year-end) related to Common Stock	¥ million	2,901,708	1,165,770
Year-end Outstanding Shares of Common Stock, based on which Total Net Assets per Share of Common Stock was calculated	Thousands of shares	11,391	11,167,604

2. Net Income (Loss) per Share of Common Stock is based on the following information:

		Fiscal 2007	Fiscal 2008
Net Income per Share of Common Stock
Net Income (Loss)	¥ million	311,224	(588,814	)
Amount not attributable to Common Stock	¥ million	19,975	19,339
Cash Dividends on Preferred Stock	¥ million	19,975	19,339
Net Income (Loss) related to Common Stock	¥ million	291,249	(608,153	)
Average Outstanding Shares of Common Stock (during the period)	Thousands of shares	11,479	11,231,269

3. Diluted Net Income per Share of Common Stock is based on the following information:

Diluted Net Income per Share of Common Stock is not disclosed due to Net Loss per Share of Common Stock for this fiscal year.


		Fiscal 2007
Diluted Net Income per Share of Common Stock
Adjustment to Net Income	¥ million	18,874
Cash Dividends on Preferred Stock	¥ million	18,874
Increased Number of Shares of Common Stock	Thousands of shares	1,106
Preferred Stock	Thousands of shares	1,106
Description of dilutive securities which were not included in the calculation of Diluted Net Income per Share of Common Stock as they have no dilutive effects		—

(Retroactive adjustments according to the allotment of shares or fractions of a share without consideration)

We conducted the allotment of shares or fractions of a share without consideration on January 4, 2009. Per Share Information on the assumption that such allotment had been made at the beginning of the previous period would be as follows:


		Fiscal 2007
Total Net Assets per Share of Common Stock	¥	254.72
Net Income per Share of Common Stock	¥	25.37
Diluted Net Income per Share of Common Stock	¥	24.64

(Information not presented)

Please refer to EDINET system for information on lease transactions, transactions with related parties, derivative transactions, stock option and others.

For deferred taxes and employee retirement benefits, please refer to the attached “Selected Financial Information For Fiscal 2008.”

1-44

Mizuho Financial Group, Inc.

5. NON-CONSOLIDATED FINANCIAL STATEMENTS

(1) NON-CONSOLIDATED BALANCE SHEETS


	*Millions of yen*
	As of March 31, 2008		As of March 31, 2009
Assets
Current Assets
Cash and Due from Banks	¥	10,440	¥	16,056
Advances		4		4
Prepaid Expenses		3,527		1,275
Accounts Receivable		160,990		90,120
Other Current Assets		1,131		607
Total Current Assets		176,094		108,064
Fixed Assets
Tangible Fixed Assets		1,283		1,327
Buildings		221		558
Equipment		1,062		769
Intangible Fixed Assets		3,972		4,123
Trademarks		94		71
Software		3,510		4,031
Other Intangible Fixed Assets		367		20
Investments		4,477,571		4,439,225
Investment Securities		2		2
Investments in Subsidiaries and Affiliates		4,471,185		4,431,880
Other Investments		6,383		7,342
Total Fixed Assets		4,482,828		4,444,677

Total Assets	¥	4,658,922	¥	4,552,741

Liabilities
Current Liabilities
Short-term Borrowings	¥	1,000,000	¥	700,000
Short-term Bonds		140,000		160,000
Accounts Payable		902		1,229
Accrued Expenses		774		619
Accrued Corporate Taxes		128		—
Deposits Received		222		236
Reserve for Bonus Payments		248		272
Reserve for Contingencies		—		77,620
Other Current Liabilities		—		0
Total Current Liabilities		1,142,276		939,978
Non-Current Liabilities
Deferred Tax Liabilities		638		512
Reserve for Employee Retirement Benefits		963		1,231
Reserve for Director and Corporate Auditor Retirement Benefits		527		—
Other Non-Current Liabilities		1,669		2,407
Total Non-Current Liabilities		3,800		4,151

Total Liabilities	¥	1,146,076	¥	944,130

1-45

Mizuho Financial Group, Inc.


	*Millions of yen*
	As of March 31, 2008			As of March 31, 2009
Net Assets
Shareholders’ Equity
Common Stock and Preferred Stock	¥	1,540,965		¥	1,540,965
Capital Surplus
Capital Reserve		385,241			385,241
Total Capital Surplus		385,241			385,241
Retained Earnings
Appropriated Reserve		4,350			4,350
Other Retained Earnings		1,584,764			1,683,272
Retained Earnings Brought Forward		1,584,764			1,683,272
Total Retained Earnings		1,589,114			1,687,622
Treasury Stock		(2,447	)		(6,218	)

Total Shareholders’ Equity		3,512,873			3,607,610

Valuation and Translation Adjustments
Net Unrealized Gains (Losses) on Other Securities, net of Taxes		(27	)		(32	)

Total Valuation and Translation Adjustments		(27	)		(32	)

Stock Acquisition Rights		—			1,032

Total Net Assets		3,512,845			3,608,611

Total Liabilities and Net Assets	¥	4,658,922		¥	4,552,741

1-46

Mizuho Financial Group, Inc.

(2) NON-CONSOLIDATED STATEMENTS OF INCOME


	*Millions of yen*
	For the fiscal year ended March 31, 2008			For the fiscal year ended March 31, 2009
Operating Income
Cash Dividends Received from Subsidiaries and Affiliates	¥	770,832		¥	410,517
Fee and Commission Income Received from Subsidiaries and Affiliates		35,686			32,183
Total Operating Income		806,519			442,701
Operating Expenses
General and Administrative Expenses		19,364			19,968
Total Operating Expenses		19,364			19,968

Operating Profits		787,155			422,733

Non-Operating Income
Interest on Deposits		100			98
Interest on Securities		69			—
Rent Received		2			2
Other Non-Operating Income		133			144
Total Non-Operating Income		306			246
Non-Operating Expenses
Interest Expenses		13,363			9,612
Interest on Short-term Bonds		1,432			1,343
Other Non-Operating Expenses		29			61
Total Non-Operating Expenses		14,825			11,017

Ordinary Profits		772,635			411,961

Extraordinary Gains
Gains on Disposition of Investments in Subsidiaries		38,254			44,185
Other Extraordinary Gains		361			1,883
Total Extraordinary Gains		38,616			46,069
Extraordinary Losses
Provision for Reserve for Contingencies		—			77,620
Other Extraordinary Losses		370			1,714
Total Extraordinary Losses		370			79,335

Income before Income Taxes		810,882			378,695

Income Taxes:
Current		11			6
Deferred		(131	)		(126	)
Total Income Taxes		(120	)		(120	)

Net Income	¥	811,002		¥	378,815

1-47

Mizuho Financial Group, Inc.

(3) NON-CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS


	*Millions of yen*
	For the fiscal year ended March 31, 2008			For the fiscal year ended March 31, 2009
Shareholders’ Equity
Common Stock and Preferred Stock
Balance as of the end of the previous period	¥	1,540,965		¥	1,540,965
Changes during the period
Total Changes during the period		—			—

Balance as of the end of the period		1,540,965			1,540,965

Capital Surplus
Capital Reserve
Balance as of the end of the previous period		385,241			385,241
Changes during the period
Total Changes during the period		—			—

Balance as of the end of the period		385,241			385,241

Total Capital Surplus
Balance as of the end of the previous period		385,241			385,241
Changes during the period
Total Changes during the period		—			—

Balance as of the end of the period		385,241			385,241

Retained Earnings
Appropriated Reserve
Balance as of the end of the previous period		4,350			4,350
Changes during the period
Total Changes during the period		—			—

Balance as of the end of the period		4,350			4,350

Other Retained Earnings
Retained Earnings Brought Forward
Balance as of the end of the previous period		1,247,876			1,584,764
Changes during the period
Cash Dividends		(103,056	)		(133,898	)
Net Income		811,002			378,815
Disposition of Treasury Stock		(1	)		(101	)
Cancellation of Treasury Stock		(371,055	)		(146,308	)

Total Changes during the period		336,888			98,507

Balance as of the end of the period		1,584,764			1,683,272

Total Retained Earnings
Balance as of the end of the previous period		1,252,226			1,589,114
Changes during the period
Cash Dividends		(103,056	)		(133,898	)
Net Income		811,002			378,815
Disposition of Treasury Stock		(1	)		(101	)
Cancellation of Treasury Stock		(371,055	)		(146,308	)

Total Changes during the period		336,888			98,507

Balance as of the end of the period	¥	1,589,114		¥	1,687,622

1-48

Mizuho Financial Group, Inc.


	*Millions of yen*
	For the fiscal year ended March 31, 2008			For the fiscal year ended March 31, 2009
Treasury Stock
Balance as of the end of the previous period	¥	(2,037	)	¥	(2,447	)
Changes during the period
Repurchase of Treasury Stock		(371,565	)		(150,359	)
Disposition of Treasury Stock		100			280
Cancellation of Treasury Stock		371,055			146,308

Total Changes during the period		(409	)		(3,770	)

Balance as of the end of the period		(2,447	)		(6,218	)

Total Shareholders’ Equity
Balance as of the end of the previous period		3,176,394			3,512,873
Changes during the period
Cash Dividends		(103,056	)		(133,898	)
Net Income		811,002			378,815
Repurchase of Treasury Stock		(371,565	)		(150,359	)
Disposition of Treasury Stock		98			179

Total Changes during the period		336,478			94,737

Balance as of the end of the period		3,512,873			3,607,610

Valuation and Translation Adjustments
Net Unrealized Gains (Losses) on Other Securities, net of Taxes
Balance as of the end of the previous period		9			(27	)
Changes during the period
Net Changes in Items other than Shareholders’ Equity		(37	)		(4	)

Total Changes during the period		(37	)		(4	)

Balance as of the end of the period		(27	)		(32	)

Stock Acquisition Rights
Balance as of the end of the previous period		—			—
Changes during the period
Net Changes in Items other than Shareholders’ Equity		—			1,032

Total Changes during the period		—			1,032

Balance as of the end of the period		—			1,032

Total Net Assets
Balance as of the end of the previous period		3,176,404			3,512,845
Changes during the period
Cash Dividends		(103,056	)		(133,898	)
Net Income		811,002			378,815
Repurchase of Treasury Stock		(371,565	)		(150,359	)
Disposition of Treasury Stock		98			179
Net Changes in Items other than Shareholders’ Equity		(37	)		1,027

Total Changes during the period		336,441			95,765

Balance as of the end of the period	¥	3,512,845		¥	3,608,611

(4) NOTE FOR THE ASSUMPTION OF GOING CONCERN

Not applicable

1-49

SUMMARY OF FINANCIAL RESULTS

For Fiscal 2008

<Under Japanese GAAP>

LOGO

Mizuho Financial Group, Inc.

Summary Results for Fiscal 2008

I. Summary of Income Analysis

—

Consolidated Net Business Profits

•

Consolidated Gross Profits for fiscal 2008 increased by JPY 146.0 billion on a year-on-year basis, due to the recovery in performance of Mizuho Securities which had recorded significant losses for the previous fiscal year.

Gross Profits of the banking subsidiaries decreased mainly because of decreases in income related to business with domestic corporate customers (SMEs), fee income associated with sales of investment trusts and individual annuities, fee and commission income from overseas business which was affected by the turmoil in the global financial markets, and income from the trust and asset management business of Mizuho Trust & Banking which was affected by domestic real estate market conditions.

•

Consolidated Net Business Profits increased by JPY 111.4 billion to JPY 622.6 billion compared with the previous fiscal year, despite an increase in G&A Expenses, mainly those associated with employee retirement benefits.

—

Consolidated Net Income

•

Consolidated Net Income for fiscal 2008 amounted to JPY -588.8 billion, a year-on-year decrease of JPY 900.0 billion. This was primarily due to, in addition to the aforementioned factors, an increase in both domestic and overseas Credit-related Costs mainly against the backdrop of the sharp economic downturn as well as the conservative provision of reserves in light of the unforeseeable future of the economic environment, the recording of one-time losses associated with the sharp declines in both domestic and overseas stock prices (JPY 514.1 billion of devaluation of stocks for the 3 Banks; of which JPY 418.5 billion was recorded in the second half), continuously recorded losses on securitization products and others resulting from the global financial market turmoil, and the effect of conservative estimates of future profits in relation to the calculation of deferred income taxes.

•

As for the effect from our securitization products and others due to the global financial market turmoil, the consolidated P&L impact in fiscal 2008 was a loss of approximately JPY 135.0 billion.

[Breakdown of the P&L impact of JPY 135.0 billion (including overseas subsidiaries)]

3 Banks

–

Losses on sales of securitization products, etc. (incl. devaluation): approx. JPY -126.0 Bn

(of which foreign currency denominated*¹ : approx. JPY -101.0 Bn )

–

Net losses on provision of Reserve for Possible Losses on Sales of Loans*²: approx. JPY -12.0 Bn

–

Provision of Reserve for Contingencies associated with ABCP Programs: approx. JPY -4.0 Bn

–

Profits from hedging by CDS: approx. JPY 23.0 Bn

Mizuho Securities*³

–

Trading losses on securitization products: approx. JPY -16.0 Bn

(of which foreign currency denominated: approx. JPY -12.0 Bn )

*1	For the vast majority of foreign currency denominated securitization products, we applied reasonably calculated prices based on the reasonable estimates of our management as fair value at the end of fiscal 2008. (P&L impact: approx. JPY +107.0 Bn).

*2	Separately recorded approximately JPY -19.0 billion of Credit-related Costs in fiscal 2008 due to downgrading of some obligors to the Intensive Control Obligors classification or below.

We reclassified a part of Loans Held for Sale as loans other than Loans Held for Sale, based on the reasonably calculated prices, at the end of December 2008.

*3	Excludes reserves for counterparty risks associated with the estimated amount claimable for the settlement of the CDS related to securitization products described in “(Reference) Credit Default Swaps related to securitization products (as of Mar. 31, 2009)” on page 2-6.

(Consolidated)


	FY2008
		Change from FY2007
(JPY Bn)
Consolidated Gross Profits	1,806.9	146.0
Consolidated Net Business Profits *	622.6	111.4
Credit-related Costs	-536.7	-453.6
Net Gains (Losses) related to Stocks	-400.2	-653.5
Ordinary Profits	-395.1	-792.2
Net Income	-588.8	-900.0
* Consolidated Gross Profits - General and Administrative Expenses (excluding Non-Recurring Losses) + Equity in Income from Investments in Affiliates and certain other consolidation adjustments (Reference) 3 Banks
	FY2008
(JPY Bn)		Change from FY2007
Gross Profits	1,485.9	-235.8
G&A Expenses (excluding Non-Recurring Losses)	-909.3	-49.1
Net Business Profits	576.6	-285.0
Credit-related Costs	-539.3	-446.7
Net Gains (Losses) related to Stocks	-444.2	-684.4
Ordinary Profits	-520.2	-1,192.6
Net Income	-576.9	-770.5

2-1

—

Net Interest Income

•

The average loan balance for the first half and the second half of fiscal 2008 increased respectively, mainly driven by the growth in the balance of domestic branches.

•

Although the domestic loan-and-deposit rate margin for the second half of fiscal 2008 was 1.46%, an improvement on the first half mainly enhanced by increased margins at Mizuho Corporate Bank, the figure for the full fiscal year remained almost flat on a year-on-year basis.

•

Net Interest Income of the 3 Banks for fiscal 2008 amounted to JPY 968.8 billion (a year-on-year increase of JPY 14.8 billion) due to the growth in our international operations, while that in our domestic operations slightly declined due to factors including decreased returns on securities.

LOGO

*1 Aggregate average balance of the 3 Banks for the period, excluding Trust Account and loans to Mizuho Financial Group, Inc. Balance for overseas branches includes foreign exchange translation impact.

*2 Aggregate figures of domestic operations of Mizuho Bank and Mizuho Corporate Bank after excluding loans to Mizuho Financial Group, Inc., Deposit Insurance Corporation of Japan and the Japanese Government.

—

Non-Interest Income

•

Net Fee and Commission Income of the 3 Banks for fiscal 2008 decreased to JPY 299.2 billion by JPY 52.5 billion compared with the previous fiscal year.

•

As for our business with individual customers, fee income associated with sales of investment trusts and individual annuities was significantly lower than that in the previous fiscal year, due to stagnant stock market conditions and other factors.

As for our business with corporate customers, although fee and commission income associated with domestic syndicated loans increased year-on-year, that primarily from solution-related business for SMEs, foreign exchange business, and overseas business decreased. Profits from trust and asset management business of Mizuho Trust & Banking also decreased.

LOGO

2-2

II. Financial Soundness

—

Although our NPL Ratio was 1.77%, an increase on a year-on-year basis, our Net NPL Ratio, reflecting the effects of Reserves for Possible Losses on Loans, remained at a low level of 0.73% (a year-on-year decrease of 0.10%). We maintained sufficient financial soundness.

—

We recorded Unrealized Losses on Other Securities due to the declines in the stock markets.

—

We maintained our Consolidated BIS Capital Adequacy Ratio at above the 10% level as of March 31, 2009. We have applied the Advanced Internal Ratings-Based (AIRB) Approach to the measurement of credit risk from March 31, 2009.


	March 31, 2009
			Change from March 31, 2008
(JPY Bn)
Consolidated Capital Adequacy Ratio	10.55	%	-1.15	%
(Total Risk-based Capital)	(6,226.9	)	(-1,481.3	)
Tier 1 Capital Ratio	6.38	%	-1.02	%
(Tier 1 Capital)	(3,766.3	)	(-1,113.8	)
Net Deferred Tax Assets (DTAs) (Consolidated)	714.6		118.1
Net DTAs / Tier 1 Ratio	18.9	%	6.7	%
Disclosed Claims under the Financial Reconstruction Law (3 Banks)	1,384.7		181.5
NPL Ratio	1.77	%	0.15	%
(Net NPL Ratio *1)	(0.73	%)	(-0.10	%)
Unrealized Gains (Losses) on Other Securities (Consolidated) *2	-572.3		-1,213.0

*1	(Disclosed Claims under the Financial Reconstruction Law - Reserves for Possible Losses on Loans) / (Total Claims - Reserves for Possible Losses on Loans) X 100

*2	The base amount to be recorded directly to Net Assets after tax and other necessary adjustments.

For Floating-rate Japanese Government Bonds and the vast majority of foreign currency denominated securitization products, we applied reasonably calculated prices based on the reasonable estimates of our management as fair value at the end of fiscal 2008.

—

The total balance of securitization products and details as of March 31, 2009 are shown below.

Please refer to the attachment, “Summary of the impact of the dislocation in the global financial markets on our foreign currency denominated exposures”.

(The group in total)

[balances on managerial accounting and fair value basis]


		*March 31, 2009 3**
Foreign currency denominated		JPY 0.6 Tn (JPY 39 Bn)
RMBS, ABSCDO		JPY 0.2 Tn (JPY 7 Bn)
Yen denominated		JPY 2.7 Tn (JPY 188 Bn)
Securitization Products		JPY 3.3 Tn (JPY 227 Bn)

*3	Figures in brackets are the balances of Mizuho Securities including its overseas subsidiaries (all of which are held in trading accounts)

III. Disciplined Capital Management

We are pursuing “strengthening of stable capital base” and “steady returns to shareholders” as our “disciplined capital management”. In July 2008, we repurchased our own shares (common shares) of JPY 150.0 billion and cancelled almost all of them in September 2008 for the purpose of offsetting the potential dilutive effect of our common shares from the conversion of the Eleventh Series Class XI Preferred Stock.

However, in light of factors including the current financial market turmoil and global economic downturn, we have been putting more priority on “strengthening of stable capital base” since the second half of fiscal 2008 in order to prepare for a further adverse business environment. We will continue to focus on strengthening our capital base as the current management priority since it has become increasingly important for financial institutions to maintain sufficient capital base amid a prolonged stagnation of both domestic and overseas economies.

—

Increase of our prime capital

•

Our board of directors resolved today to file a Shelf Registration Statement (hakkotorokusho) for the issuance of our common shares up to JPY 600.0 billion. The registration is to establish a framework for flexibly implementing the issuance of our common shares that will serve to increase our prime capital. Our decision is aimed at, in light of the current uncertainty over the economy, securing a solid and sufficient capital buffer in preparation for a further adverse business environment and ensuring the flexibility to capture business opportunities leading to our future growth and to respond to customer needs.

—

Strengthening of our capital base through issuance of “non-dilutive” preferred securities

•

We issued preferred debt securities amounted at JPY 303.0 billion in July 2008, JPY 355.0 billion in December 2008, and USD 850 million in February 2009, respectively, through our overseas special purpose subsidiaries, so as to further increase our group’s capital base in light of the current financial market turmoil on top of securing the agility and improving the flexibility of our capital strategy.

•

In addition, our board of directors resolved today to establish overseas special purpose subsidiaries and to issue preferred debt securities. Meanwhile, we plan to make a full redemption of preferred debt securities (JPY 176.0 billion) which will become redeemable at the issuer’s option in June 2009.

2-3

Earnings Estimates for Fiscal 2009

(Figures below are on a consolidated basis)

—

We estimate Consolidated Net Business Profits for fiscal 2009 to be JPY 720.0 billion, an increase of JPY 97.3 billion compared with the previous fiscal year.

This is due to further strengthening of profitability primarily in Customer Groups of the banking subsidiaries mainly by increasing loan interest income and enhancing further the group synergies.

—

We estimate Credit-related Costs and Net Gains related to Stocks to be JPY -330.0 billion and JPY 50.0 billion, respectively.

—

Based on the above, we estimate Consolidate Net Income to be JPY 200.0 billion, an increase of JPY 788.8 billion year-on-year.

—

While we anticipate a severe business environment, we plan to make cash dividend payments of JPY 8 per share of common stock for the fiscal year ending March 31, 2010 (a year-on-year decrease of JPY 2), also from the standpoint of providing stable dividend payments. We plan to make dividend payments on preferred stock as prescribed.

(Consolidated)


	FY2009 (Estimates)
	(JPY Bn)	Change from FY2008
Consolidated Net Business Profits *1	720.0	97.3
Credit-related Costs	-330.0	206.7
Net Gains related to Stocks	50.0	450.2
Ordinary Profits	330.0	725.1
Net Income	200.0	788.8

*1	Consolidated Gross Profits - General and Administrative Expenses (excluding Non-Recurring Losses) + Equity in Income from Investments in Affiliates and certain other consolidation adjustments

(Reference) 3 Banks


	FY2009 (Estimates)
	(JPY Bn)	Change from FY2008
Net Business Profits	700.0	*2 123.3
Credit-related Costs	-310.0	229.3
Net Gains related to Stocks	45.0	489.2
Ordinary Profits	300.0	820.2
Net Income	250.0	826.9

*2	Includes impacts on banking subsidiaries (approximately JPY 78.0 billion) of a change in the recipients of dividend payments under our schemes for capital raising through issuance of preferred securities by SPCs

We may not be successful in implementing our business strategies, and management may fail to achieve its targets, for a wide range of possible reasons, including, without limitation, incurrence of significant credit-related costs; declines in the value of our securities portfolio, including as a result of the impact of the dislocation in the global financial markets stemming from US subprime mortgage loan issues; changes in interest rates; foreign currency fluctuations; revised assumptions or other changes related to our pension plans; failure to maintain required capital adequacy ratio levels; downgrades in our credit ratings; the effectiveness of our operational, legal and other risk management policies; our ability to avoid reputational harm; and effects of changes in general economic conditions in Japan and elsewhere.

Further information regarding factors that could affect our financial condition and results of operations is included in “Item 3.D. Key Information—Risk Factors,” and “Item 5. Operating and Financial Review and Prospects” in our latest annual report on Form 20-F filed with, and in our report on Form 6-K dated February 13, 2009 furnished to, the U.S. Securities and Exchange Commission (“SEC”) which are available in the Financial Information section of our web page at www.mizuho-fg.co.jp/english/ and also at the SEC’s web site at www.sec.gov.

Definition


3 Banks:		Aggregate figures for Mizuho Bank, Mizuho Corporate Bank and Mizuho Trust & Banking on a non-consolidated basis.

2-4

Attachment


[Reference]		Summary of the impact of the dislocation in the global financial markets on our foreign currency denominated exposures (the group in total)

(Managerial accounting basis)

(Note)

This material is prepared basically in view of the “Leading-Practice Disclosures for Selected Exposures” included in the Financial Stability Forum (FSF) report dated April 7, 2008.

1.	Breakdown of foreign currency denominated securitization products

Banking Subsidiaries

(JPY Bn, round figures)

3 Banks (including overseas subsidiaries)

= Banking account



		Balances as of Mar. 31, 2008^*1	Marks (%) as of Mar. 31, 2008	Balances as of Mar. 31, 2009^*1,2	Marks (%) as of Mar. 31, 2009	Unrealized Gains/Losses as of *Mar. 31, 2009^2**	Realized Gains/Losses for *FY2008^1,2**	(Reference) Hedged proportions^*3
		(Fair Value)	(=Fair Value/ Face Value)	(Fair Value)	(=Fair Value/ Face Value)
1	Foreign currency denominated securitization products	889	78	^*4 540	62	-53	-101	approx.50%
2	ABSCDOs, CDOs	126	51	49	23	-3	-44	approx.30%
3	CDOs backed by RMBS	36	28	^*5 5	3	0	-29	—
4	CDOs except above	^*6 90	77	^*6 44	55	-3	-15	approx.30%
5	CDOs backed by claims against corporations	^*7 90	^7 77*	^*7 44	^7 55*	^*7 -3	^*7 -15	approx.30%
6	CDOs backed by CMBS	—	—	—	—	—	—	—
7	RMBS	319	86	188	68	-21	-37	approx.60%
8	RMBS with underlying assets in US	^*8 —	^8 —*	^*8 —	^8 —*	^*8 —	^*8 —	—
9	RMBS except above (RMBS with underlying assets mainly in Europe)	319	86	188	68	-21	-37	approx.60%
10	ABS, CLOs and others	444	85	303	79	-29	-20	approx.50%
11	CLOs	^*7 195	^7 86*	^*7 182	^7 90*	^*7 -20	^*7 -6	approx.50%
12	ABS	169	93	69	77	-4	-8	approx.40%
13	CMBS	79	89	52	76	-5	-6	approx.50%
14	SIV-related	—	—	—	—	—	0	—

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 the end of fiscal 2007 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 approx. JPY 32 billion as of Mar. 31, 2009. Since securities were recognized at fair value on the consolidated balance sheet, the relevant balances as of Mar. 31, 2008 and Mar. 31, 2009 were those after being offset by the amount of Reserve for Possible Losses on Investments.

*2	Partial changes to the calculation method for fair value of securitization products

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 at the end of fiscal 2008.

(The book value of the relevant securitization products after the aforementioned change: approx. JPY 515 billion. Please refer to page 1-29)

(Impact during fiscal 2008)

Balance as of Mar. 31, 2009: approx. JPY +144 billion, Unrealized Gains/Losses as of Mar. 31, 2009: approx. JPY +37 billion, P&L impact for fiscal 2008: approx. JPY +107 billion

*3	The proportions of balances (fair value) of the securitization products, as of Mar. 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 the securitization schemes, a portion of credit risk of the reference assets remained with Mizuho Financial Group through our retaining a small first loss position and a portion of senior tranches.

(Reference) CDS counterparties^†1:

Financial services subsidiary (A- rating) of a multi-line insurance company: approx. JPY 163 billion

Government-affiliated financial institution (AA- rating): approx. JPY 98 billion

†1 Notional amount basis. Ratings were based on the lowest external ratings as of Mar. 31, 2009.


*4		The change in balance from Mar. 31, 2008 (approx. JPY -349 billion) included approx. JPY 108 billion decrease in balance due to foreign exchange translation impact primarily caused by appreciation of Japanese yen against European currencies and the US dollar.
*5		The proportion of US subprime mortgage loan-related assets to the total underlying assets of this CDO was up to approx. 40%. The entire balance (fair value) consisted of Super Senior tranche.
*6		The entire balance consisted of securitization products backed by original assets (non-securitized assets).
*7		Re-classified a part of the securitization products, which had been categorized in line 5 in the above table as of Mar. 31, 2008, to line 11 after a review of the definition of each category since our disclosure for the first quarter of fiscal 2008.
*8		Excluded US government-owned corporation bonds and government-sponsored enterprise bonds (please refer to page 2-8 for the balances of those bonds held by Mizuho Financial Group).

2-5

Securities Subsidiaries

(JPY Bn, round figures)

Mizuho Securities (including overseas subsidiaries)

=Trading account


		Balances as of Mar. 31, 2008		Marks (%) as of Mar. 31, 2008		Balances as of Mar. 31, 2009		Marks (%) as of Mar. 31, 2009		Realized Gains/Losses for FY2008
		(Fair Value)		(=Fair Value/ Face Value)		(Fair Value)		(=Fair Value/ Face Value)
1	Foreign currency denominated securitization products		105		22	^*1	39		12		-12
2	ABSCDOs, CDOs		50		18		6		2