UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM20-F

(Mark One)

OR

        For the fiscal year ended March 31, 20172019

OR

OR

        Date of event requiring this shell company report

                      For the transition period from             to             

Commission file number001-33098

Kabushiki Kaisha Mizuho Financial Group

(Exact name of Registrant as specified in its charter)

Mizuho Financial Group, Inc.

(Translation of Registrant’s name into English)

Japan

(Jurisdiction of incorporation or organization)

1-5-5 Otemachi

Chiyoda-ku, Tokyo100-8176

Japan

(Address of principal executive offices)

Masahiro Kosugi,Tomomichi Fujita,+81-3-5224-1111,+81-3-5224-1059, address is same as above

(Name, Telephone, Facsimile number and Address of Company Contact Person)

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

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

None

(Title of Class)

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

None

(Title of Class)

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

At March 31, 2017,2019, the following shares of capital stock were issued: 25,386,307,94525,392,498,945 shares of common stock (including 6,705,6046,520,138 shares of common stock held by the registrant as treasury stock).

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

Yes  ☒    No  ☐

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

Yes  ☐    No  ☒

Note—checkingChecking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or an emerging growth company. See definition of “large accelerated filer, “accelerated filer,” and “emerging growth company” in Rule12b-2 of the Exchange Act.

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

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

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

Item 17  ☐    Item 18  ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).

Yes  ☐    No  ☒

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

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

☐  Yes  ☐     No  ☐

MIZUHO FINANCIAL GROUP, INC.

ANNUAL REPORT ON FORM20-F

Table of Contents

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

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

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

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

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

In this annual report, yen figures and percentages have been rounded to the figures shown. However, in some cases, figures presented in tables have been adjusted to match the sum of the figures with the total amount, and such figures may also be referred to in the related text. In addition, yen figures and percentages in “Item 3.A. Key Information—Selected Financial Data—Japanese GAAP Selected Consolidated Financial Information” and others that are specified have been truncated to the figures shown.

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

Unless otherwise specified, for purposes of this annual report, we have presented our financial information in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. Unless otherwise stated or the context otherwise requires, all amounts in our financial statements are expressed in yen.

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

FORWARD-LOOKING STATEMENTS

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

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

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

statements by discussions of strategy, plans or intentions. These statements reflect our current views with respect

to future events and are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results may vary materially from those we currently anticipate. Potential risks and uncertainties include, without limitation, the following:

Our forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual results may differ from those in the forward-looking statements as a result of various factors. We identify in this annual report in “Item 3.D. Key Information—Risk Factors,” “Item 4.B. Information on the Company—Business Overview,” “Item 5. Operating and Financial Review and Prospects” and elsewhere, some, but not necessarily all, of the important factors that could cause these differences.

We do not intend to update our forward-looking statements. We are under no obligation, and disclaim any obligation, to update or alter our forward-looking statements, whether as a result of new information, future events or otherwise.

PART I

Not applicable.

Not applicable.

3.A. Selected Financial Data

The following tables set forth our selected consolidated financial data.

The first table below sets forth selected consolidated financial data of Mizuho Financial Group as of and for the fiscal years ended March 31, 2013, 2014, 2015, 2016, 2017, 2018 and 20172019 derived from the audited consolidated financial statements of Mizuho Financial Group prepared in accordance with U.S. GAAP.

The second table below sets forth selected consolidated financial data of Mizuho Financial Group as of and for the fiscal years ended March 31, 2013, 2014, 2015, 2016, 2017, 2018 and 20172019 derived from Mizuho Financial Group’s consolidated financial statements prepared in accordance with accounting principles generally accepted in Japan, or Japanese GAAP.

The consolidated financial statements of Mizuho Financial Group as of and for the fiscal years ended March 31, 2015, 2016, 2017, 2018 and 20172019 prepared in accordance with U.S. GAAP have been audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) by Ernst & Young ShinNihon LLC, independent registered public accounting firm.

You should read the U.S. GAAP selected consolidated financial information presented below together with the information included in “Item 5. Operating and Financial Review and Prospects” and the audited consolidated financial statements, including the notes thereto, included in this annual report. The information presented below is qualified in its entirety by reference to that information.

U.S. GAAP Selected Consolidated Financial Information

Notes:

Japanese GAAP Selected Consolidated Financial Information

Notes:

There are certain differences between U.S. GAAP and Japanese GAAP. The differences between U.S. GAAP and Japanese GAAP applicable to us primarily relate to the accounting for derivative financial instruments and hedging activities, investments, loans, allowances for loan losses andoff-balance-sheet instruments, premises and equipment, land revaluation, business combinations, pension liabilities, consolidation of variable interest entities, deferred taxes and foreign currency translation.

In our financial results for the fiscal year ended March 31, 2019, we recorded losses totaling ¥695.4 billion under Japanese GAAP in connection with carrying out our structural reforms as described in “Item 4.B. Business Overview—General—Recording of Losses in Light of Structural Reforms.” The losses consisted of (i) impairment losses on fixed assets and (ii) losses pertaining to the restructuring of securities portfolio, etc., in our markets division. We reviewed the application of impairment losses on long-lived assets in order to enhance the sophistication of our management accounting capabilities, and we also revised our future earnings plans, and branch network strategy, etc., for each business area pursuant to our new Five-Year Business Plan. As a result of these revisions, we recorded impairment losses on fixed assets of ¥500.7 billion under Japanese GAAP, including software attributable to the domestic retail business division and branches that are scheduled to be closed, as an extraordinary loss. Most of the corresponding losses have not been incurred under U.S. GAAP because of the differences in the accounting for impairment of long-lived assets between U.S. GAAP and Japanese GAAP, particularly those related to the allocation of long-lived assets that do not have identifiable cash flows largely independent of the cash flows of other asset groups to individual divisions. In connection with the implementation of the restructuring of the securities portfolio of the markets division in respect of our past investments in foreign bonds, etc., we recorded losses in the amount of ¥194.7 billion under Japanese GAAP. Most of the corresponding losses had already been recognized under U.S. GAAP in respect of our past investments in foreign bonds primarily because they were reported as trading securities under U.S. GAAP.

See “Item 5. Operating and Financial Review and Prospects—Reconciliation with Japanese GAAP.”

Exchange Rate Information

The following table sets forth,GAAP” for each period indicated,information on the noon buying rate in New York City for cable transfers in yen as certified for customs purposes by the Federal Reserve Bank of New York, expressed in yen per $1.00. The exchange rates are reference rates and are not necessarily the rates used to calculate ratios or the rates used to convert yen toreconciling items between our U.S. dollars in theGAAP financial statements contained in this annual report.and our Japanese GAAP financial statements for the fiscal year ended March 31, 2019.

Note:

3.B. Capitalization and Indebtedness

Not applicable.

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

Not applicable.

3.D. Risk Factors

Investing in our securities involves a high degree of risk. You should carefully consider the risks described below as well as the other information in this annual report, including our consolidated financial statements and related notes, “Item 5. Operating and Financial Review and Prospects,” “Item 11. Quantitative and Qualitative Disclosures about Credit, Market and Other Risk” and “Selected Statistical Data.”

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

Risks Relating to Our Business

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

We are the primary bank lender for a large number of our corporate customers, and the amount of our loans and other claims to each of our major customers is significant. In addition, while we have made efforts to diversifyour credit exposure along industry lines, the proportion of credit exposure to customers in the manufacturing and real estate industries as well as banks and other financial institutions and real estate industries is relatively high. We manage ourcredit portfolio by regularly monitoring the credit profile of each of our customers, the progress made on restructuring plans and credit exposure concentrations in particular industries or corporate groups that are expected to be affected when risk events occur, and we also utilize credit derivatives for hedging and credit risk mitigation purposes. We provide an allowance for loan losses taking into consideration the borrower’s situation, the value of relevant collateral and guarantee, which we periodicallyre-evaluate, and economic trends based on our self-assessment standards as well as applicablecharge-off and allowance standards. However, depending on trends in the status of domestic and global economic environment,credit cycles, the business environment in particular industries, prices of real estate assets and other factors, the amount of our problem loans and other claims could increase significantly, including as a result of the deterioration in the credit profile of customers for which we are the primary bank lender, other major customers or customers belonging to industries to which we have significant credit exposure, and the value of collateral and guarantees could decline. There can be no assurance that credit-related and other costs, including provision for loan losses and charge-offs of loans, will not increase in the future as a result of the foregoing or otherwise.

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

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

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

We hold a significant amount of bonds, consisting mostly of Japanese government bonds, and other instruments primarily for the purpose of investment. As a result of such holdings, an increase in interest rates, primarily yen interest rates, could lead to unrealized losses of bonds or losses from sales of bonds. In addition, due mainly to differences in maturities between financial assets and liabilities, changes in interest rates could have an adverse effect on our average interest rate spread. We manage interest rate risk under our risk management policies, which provide for adjustments in the composition of our bond portfolio and the utilization of derivatives and other hedging methods to reduce our exposure to interest rate risk. However, in the event of significant changes in interest rates, including as a result of a change in Japanese monetary policy, increased sovereign risk due to deterioration of public finances and market trends, our financial condition and results of operations could be materially and adversely affected.

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

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

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

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

Our pension-related costs could increase as a result of revised assumptions or changes in our pension plans.

Our pension-related costs and projected benefit obligations are calculated based on assumptions regarding projected returns on pension plan assets and various actuarial assumptions relating to the plans. If actual results differ from our assumptions or we revise our assumptions in the future, due to changes in the stock markets, interest rate environment or otherwise, our pension-related costs and projected benefit obligations could increase. In addition, any future changes to our pension plans could also lead to increases in our pension-related costs and projected benefit obligations. As a result, our financial condition and results of operations could be materially and adversely affected.

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

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

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

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

Failure to maintain capital adequacy ratios above minimum required levels, as a resultImpairment of the materializationcarrying value of risksour long-lived assets could materially and adversely affect our financial condition and results of operations.

We periodically review our long-lived assets that are held for use for events or regulatory changes in circumstances that indicate possible impairment. Our impairment review is based on an undiscounted cash flow analysis of a group of assets, combined with associated liabilities, at the lowest level for which identifiable cash flows exist. Impairment occurs when the carrying value of the asset group exceeds the future undiscounted cash flows that the asset group is expected to generate. When impairment is identified, the future cash flows are then discounted to determine the estimated fair value of the asset group and an impairment charge is recorded for the difference between the carrying value and the estimated fair value of the asset group. We cannot accurately predict the amount and timing of any impairment of long-lived assets. Should these assets not generate sufficient cash flows to justify their carrying value and we recognize impairment losses thereon, there could result in restrictionsbe a material adverse effect on our business activities.

We endeavor to maintain sufficient levelsfinancial condition and results of capital adequacy ratios, which are calculated pursuant tostandards set forth by Japan’s Financial Services Agency and based on Japanese GAAP, taking into account ourplans for investments in risk-weighted assets, the efficiency of our capital structure and other factors. However, our capital adequacy ratios could decline in the future, including as a result of the materialization of any of the risks enumerated in these “Risk Factors” and changes to the methods we use to calculate capital adequacy ratios. Also, there are regulatory adjustments such as goodwill and other intangibles, deferred tax assets, investments in the capital of banking, financial and insurance entities etc., that are deducted from our regulatory capital under certain conditions. Our or our banking subsidiaries’ regulatory capital and capital adequacy ratios could decline due to such regulations.

In addition, if the framework set by the Basel Committee on Banking Supervision, upon which the Financial Services Agency’s rules concerning banks’ capital adequacy ratios are based, is changed or if the Financial Services Agency otherwise changes its banking regulations, we might not be able to meet the minimum regulatory requirements for capital adequacy ratios.operations. For example, in December 2010, the Basel Committee on Banking Supervision issued its Basel III rules text, which presents the details of global regulatory standards on bank capital adequacy and liquidity. In March 2012, the Financial Services Agency published revisions to its capital adequacy guidelines which generally reflect rules in the Basel III text and began phasing them in fromfiscal year ended March 31, 2013. Furthermore,2019 we have been named onerecorded ¥500.7 billion of impairment losses under Japanese GAAP, which unlike U.S. GAAP allows for the option of allocating entity-wide long-lived assets among individual divisions within an entity. The above losses involved entity-wide long-lived assets, consisting primarily of internally developed software allocated to the domestic retail business division for the purpose of the global systemically important banks(“G-SIBs”) and have become subject to additional capital requirements since March 2016. The group ofG-SIBsimpairment test under Japanese GAAP.

Our business will be updated annually and published by the Financial Stability Board (“FSB”) each November. The FSB published the final standard requiringG-SIBs to maintain total loss-absorbing capacity (“TLAC”) in November 2015. In addition, the Financial Service Agency published a policy to develop a framework in connection with such requirements in Japan in April 2016. Accordingly, we may become subject to such regulations beginning in 2019.

If the capital adequacy ratios of us and our banking subsidiaries fall below specified levels, the Financial Services Agency could require us to take corrective actions, including, depending on the level of deficiency, the submission of an improvement plan that would strengthen our capital base, a restriction on the outflow of capital, a reduction of our total assets or a suspension of a portion of our business operations. In addition, some of our banking subsidiaries are subject to capital adequacy regulations in foreign jurisdictions such as the United States, and our business could be adversely affected if theirwe encounter difficulties in raising funds.

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

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

Downgrades in our credit ratings could have negative effects on our funding costs and business operations.

Credit ratings are assigned to Mizuho Financial Group, our banking subsidiaries and a number of our other subsidiaries by major domestic and international credit rating agencies. The credit ratings are based on

information furnished by us or obtained by the credit rating agencies from independent sources and are also influenced by credit ratings of Japanese government bonds and general views regarding the Japanese financial system as a whole. The credit ratings are subject to revision, suspension or withdrawal by the credit rating agencies at any time. A downgrade in our credit ratings could result in, among other things, the following:

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

For example, assuming a downgrade occurred on March 31, 2019, the additional collateral requirement in connection with our derivative contracts absentif other changes, assuming a downgrade occurred on March 31, 2017,conditions remain unchanged, would have been approximately ¥5.5¥3.7 billion for aone-notch downgrade and approximately ¥8.0¥9.0 billion for atwo-notch downgrade.

Failure to maintain capital adequacy ratios and other regulatory standards above minimum required levels could have material adverse effects.

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

We rely principallyare subject to capital adequacy regulations as prescribed by the Financial Services Agency based on depositsthe Basel III rules text issued by the Basel Committee on Banking Supervision, both on a consolidated basis and bonds as our funding sources. In addition, we also raise funds in the financial markets. Our efforts to maintain stable funding, such as setting maximum limits on financial market funding and monitoring our liquidity position to apply appropriate funding policies, may not be sufficient to prevent significant increases in our funding costs or, in the case mainly of foreign currencies, cash flow problems if we encounter difficulties in attracting deposits or otherwise raising funds. Such difficulties could result, among other things, from any of the following:

Our Medium-term“Item 4.B. Business PlanOverview—Supervision and other strategic initiatives and measures may not result in the anticipated outcome.Regulation—Capital Adequacy.”

We have been implementing strategic initiativesendeavor to maintain our capital adequacy ratios at an appropriate and measuressufficient level in various areas. In May 2016, we announcedlight of our Medium-term Business Plan forrisk-asset management plan that is integrated with our business strategy, capital efficiency needs and the three fiscal years ending March 31, 2019, in which we established a numberstatus of key targets that we aim to achieve by the end of the fiscal year ending March 31, 2019.

However, we may not be successful in implementing such initiatives and measures, or even if we are successful in implementing them, the implementation of such initiatives and measures may not have their anticipated effects. In addition, we may not be able to meet the key targets announced in the Medium-term Business Plan due to these or other factors, including, but not limited to, differences in the actual economic environment compared to our assumptions underlying the Medium-term Business Plan, as well as the risks enumerated in these “Risk Factors.” However, our and our principal banking subsidiaries’ capital adequacy ratios could decline in the future, including as a result of the materialization of any of the risks enumerated in these “Risk Factors” and changes to the methods of calculating capital adequacy ratios and other factors. Also, there are regulatory adjustments, such as those related to goodwill and other intangibles, deferred tax assets and investments in the capital of banking, financial and insurance entities, that are deducted from regulatory capital under certain conditions. Our or our principal banking subsidiaries’ regulatory capital and capital adequacy ratios could decline due to such regulations.

For further informationIf the capital adequacy ratios of us or our principal banking subsidiaries fall below specified levels, the Financial Services Agency could require us to take corrective actions, including, depending on the level of deficiency, the submission of a plan to limit the outflow of capital or an improvement plan that would strengthen the capital base, a reduction (or slowing of increase) of total assets, a reduction in the size of business operations, a disposition of subsidiary shares and a suspension of all or a portion of business operations. In addition, some of our Medium-term Business Plan, see “Item 4. Business Overview—General—Progressive Developmentbanking subsidiaries are subject to capital adequacy regulations in foreign jurisdictions such as the United States, and in the event of “One MIZUHO”—The Patha breach of these regulations, they could be subject to avarious restrictions and orders from local authorities. Such events could adversely affect our business, financial condition and results of operations.

Leverage ratio regulations

In December 2017, the Basel Committee on Banking Supervision published the finalized Basel III reforms in which the framework for the leverage ratio requirements was finalized, and the phased application of the requirements, as prescribed by the Financial Services Consulting Group.Agency, commenced on March 31, 2019, with full application scheduled to take effect from January 2022 under the finalized Basel III reforms published by the Basel Committee on Banking Supervision in December 2017. The regulation requires bank holding companies and banks to maintain their leverage ratio, which is a supplementary indicator of the capital adequacy ratio, at a certain level or above. See “Item 5. Operating and Financial Review and Prospects—Capital Adequacy” and “Item 4.B. Business Overview—Supervision and Regulation—Capital Adequacy.” If the leverage ratio falls below that level, the Financial Services Agency could require us to take corrective actions, including the submission of an improvement plan that would strengthen the capital base, a reduction (or slowing of increase) of total assets, a reduction in the size of some business operations, a disposition of subsidiary shares and a suspension of all or a portion of business operations. Such events could adversely affect our business, financial condition and results of operations.

We will be exposedTotal Loss Absorbing Capacity (TLAC) regulations

In November 2015, the Financial Stability Board released a final document requiring G-SIBs to newhave a certain minimum total loss absorbing capacity (TLAC). The phased application by the Financial Services Agency of TLAC regulations in Japan to Japanese G-SIBs, including us, began on March 31, 2019 with full application, with certain limited exception, to take effect from March 31, 2022. These regulations are applicable to G-SIBs such as us, in addition to capital adequacy regulations. See “Item 5. Operating and Financial Review and Prospects—Capital Adequacy” and “Item 4.B. Business Overview—Supervision and Regulation—Capital Adequacy.” If the TLAC of us or increased risks as we expandour material subsidiaries fall below a certain threshold, the rangeFinancial Services Agency could require the submission of a plan to improve TLAC or may issue a business improvement order which could include various restrictions on, or suspension of portions of, our productsbusiness. Such events could adversely affect our business, financial condition and services.results of operations.

We offer a broad range of financial services, including banking, trust, securities and other services. As the needsCapital procurement

The capital raising that we conduct in light of our customersregulatory capital requirements, including those conducted in response to TLAC requirements but excluding Common Equity Tier 1 capital requirements, consists primarily of the issuance of debt instruments. However, in the event of a deterioration in our financial condition or results of operations, a downgrade in our credit rating, or the spread of negative rumors or other reputational damage, an economic downturn in Japan or overseas, financial system instability or financial market turmoil, we may become more sophisticated and broader in scope, and as the Japanese financial industry continuesunable to be deregulated, we have been entering into various new areas of business, including through various business and equity alliances, which expose us to new risks. While we have developed and intendraise capital at commercially reasonable costs, or at all. This could negatively affect our ability to maintain risk management policies that we believe are appropriate to address such risks, if a risk materializesor improve our capital adequacy ratios in a manner or to a degree outside ofaccordance with our expectations,plans, and our business, financial condition and results of operations could be materially and adversely affected.

Problems relating to our information technology (IT) systems could significantly disrupt our business operations.

We depend significantly on information technology systems with respect to almost all aspects of our business operations. Our information technology systems network, including those relating to bank accounting and cash settlement systems, interconnects our branches and other offices, our customers and various clearing and settlement systems located worldwide. We endeavor to sustain stable daily operations and develop contingency plans for unexpected events, including the implementation of backup and redundancy measures. Mizuho Bank and Mizuho Trust & Banking are working on shifting to our next-generation accounting system for the purpose of improving our customer service capabilities. Between June 2018 and July 2019, we completed the transition by Mizuho Bank to a new accounting system, and Mizuho Trust & Banking is scheduled to transfer to the new accounting system in July 2019. We are taking measures for a safe and steady transition, such as suspending online services during the transition period.

However, we may not be able to prevent significant disruptions to our information technology systems caused by, among other things, human error, accidents and development and renewal of computer systems. In the event of any such disruption, our business, financial condition and results of operations could be materially and adversely affected due to information leaks, malfunctions or disruptions in our business operations, liability to customers and others, regulatory actions or harm to our reputation.

Problems relating to cyber attacks could significantly impair our ability to protect our customer’s private information and disrupt our business operations.

Our business depends on the secure processing, storage and transmission of confidential and other information within our global IT systems. There have been a number of highly publicized cases involving financial services companies, consumer-based companies, governmental agencies and other organizations reporting the unauthorized disclosure of client, customer or other confidential information in recent years, as well as cyber attacks involving the dissemination, theft and destruction of corporate information or other assets, as a result of failure by employees or contractors to follow procedures or as a result of actions by third parties, including actions by foreign governments.

As we and our outside contractors continue to be the target of unauthorized access attacks, mishandling or misuse of information, computer viruses or malware, cyber attacks designed to obtain confidential information, destroy data, disrupt or degrade service, sabotage systems or cause other damage, denial of service attacks, data breaches and other events, there can be no assurance that we will not suffer any losses or other consequences in the future as a result of significant incidents due to these cyber attacks. Although our Cyber Incident Response Team (CIRT) has led the implementation of, and continuously endeavors to upgrade, our protective measures using advanced technologies, our IT systems, software and computer networks may be vulnerable to unauthorized access, misuse, computer viruses or other malicious code and other events that could have a security impact. Due to the complexity and interconnectedness of our global IT systems, these protective measures may be ineffective, and the process of enhancing our protective measures can itself create a risk of system disruption and security issues, and there can be no assurance that our current or future countermeasures will be sufficient to prevent or mitigate the impact of such incidents.

A cyber attack, information or security breach or a technology failure that involves us or our outside contractors could jeopardize our or our customers’, employees’, partners’, vendors’ or counterparties’ personal, confidential, proprietary or other information processed and stored in, and transmitted through, our and our outside contractors’ IT systems. Furthermore, such events could cause interruptions or malfunctions in our, our customers’, employees’, partners’, vendors’, counterparties’ or outside contractor’s operations, as well as the unauthorized release, gathering, monitoring, misuse, loss or destruction of confidential, proprietary and other information of ours, our employees, our customers or of other third parties. Any of these events could result in reputational damage with our customers and the market, customer dissatisfaction or financial losses, any of which could adversely affect our financial condition and results of operations.

Our reputation could be harmed and we may be subject to liabilities and regulatory actions if we are unable to protect personal and other confidential information, including as a result of cyber attacks.

We handle various confidential ornon-public information, including those of our individual and corporate customers, in the ordinary course of our business. The information management policies we maintain and enforce to prevent information leaks and improper access to such information, including those that we require of our outside contractors and those designed to meet the strict requirements of the Personal Information Protection Act of Japan, may not be effective in preventing all such problems. Leakage of important information in the future, including as a result of cyber attacks, could result in liabilities and regulatory actions and may also lead to significant harm to our reputation. In addition, recent or future regulatory changes, such as the Japan Amended Personal Information Protection Act, the EU General Data Protection Regulation and the UK Competition and Markets Authority’s Open Banking standard, increase the risks relating to our ability to comply with rules that

impact our ability to protect information.Non-compliance with such regulations could result in regulatory proceedings, litigation, enforcement or the imposition of fines or penalties. As a result, our business, financial condition and results of operations could be materially and adversely affected.

Inadequacies in anti-money laundering and counter-terrorism financing measures could subject us to regulatory actions and harm our reputation.

As financial crimes become more diverse and sophisticated, and incidents of terrorism continue to occur around the world, the importance of anti-money laundering measures and the need to counter the financing of terrorism is rapidly increasing and is a key priority for financial authorities worldwide, including Japan. We have developed a system to comply with applicable laws and regulations in Japan and overseas, and we are continuously implementing measures to further strengthen measures against money laundering. However, there can be no assurance that such measures will be effective in preventing all violations, and failure to comply with regulations and requirements can result in enforcement and/or regulatory proceedings. If we fail to meet the regulatory requirements to which we are subject, or to maintain risk and control procedures and processes that meet the heightened standards established by our regulators and other government agencies, we could be required to enter into settlements, comply with orders, pay additional fines, penalties or judgments, or accept material regulatory restrictions on our businesses. As a result, our business, financial condition and results of operations may be materially and adversely affected.

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

U.S. law generally prohibits U.S. persons from doing business with countries designated by the U.S. Department of State as state sponsors of terrorism (the “Designated Countries”), which currently includes Iran, Sudan (prohibitions partially lifted in October 2017), Syria and North Korea, and we maintain policies and procedures to comply with applicable U.S. laws. Ournon-U.S. offices engage in transactions relating to the Designated Countries on a limited basis and in compliance with applicable laws and regulations, including trade financing with respect to our customers’ export or import transactions and maintenance of correspondent banking accounts. In addition, we maintain a representative office in Iran. We do not believe our operations relating to the Designated Countries are material to our business, financial condition or results of operations. We maintain policies and procedures to ensure compliance with applicable Japanese and U.S. laws and regulations.

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

Violations of laws and regulations related to financial market activities could subject us to adverse consequences such as regulatory actions and reputational harm.

In conducting our market operations in Japan and overseas, we are subject to the application of the laws and regulations of Japan and other countries and stock exchange rules, as well as being under the supervision of various financial authorities.

While we maintain compliance measures and endeavor to manage compliance risks, there can be no assurance that such measures will be effective in preventing all violations. Misconduct by employees, including improper or illegal conduct, can cause significant reputational harm as well as litigation and regulatory action. As a result, our business, financial condition and results of operations could be materially and adversely affected due to such regulatory actions and reputational damage.

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

Our business and employees in Japan are subject to various laws and regulations, including those applicable to financial institutions as well as general laws applicable to our business activities, and we are under the regulatory oversight of the Financial Services Agency. Our businesses outside of Japan are also subject to the laws and regulations of the jurisdictions in which they operate and are subject to oversight by the regulatory authorities of those jurisdictions.

Our compliance and legal risk management structures are designed to prevent violations of such laws and regulations, but they may not be effective in preventing all violations.

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

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

We have been implementing strategic initiatives and measures in various areas. In May 2019, we announced our Five-Year Business Plan for the five fiscal years ending March 31, 2023. However, we may not be successful in implementing such initiatives and measures, or even if we are successful in implementing them, the implementation of such initiatives and measures may not have their anticipated effects. In addition, we may not be able to meet the key targets announced due to these or other factors, including, but not limited to, differences in the actual economic environment compared to our assumptions, as well as the risks enumerated in these “Risk Factors.”

For further information of our Five-Year Business Plan, see “Item 4. Business Overview—General and structural reforms.”

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

We offer a broad range of financial services, including banking, trust banking, securities and other services. As the needs of our customers become more sophisticated and broader in scope, and as the Japanese financial industry continues to be deregulated, we have been entering into various new areas of business, including through various business and equity alliances, which expose us to new risks. While we have developed and intend to maintain risk management policies that we believe are appropriate to address such risks, if a risk materializes in a manner or to a degree outside of our expectations, our business, financial condition and results of operations could be materially and adversely affected.

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

Because we process a large number of transactions in a broad range of businesses, we are subject to the risk of various operational errors and misconduct, including those caused by employees. Our measures to reduce employee errors, including establishment of operational procedures, regular reviews regarding compliance with these procedures, employee training and automation of our operations, may not be effective in preventing all employee errors and misconduct. Significant operational errors and misconduct could result in losses, regulatory actions or harm to our reputation. As a result, our business, financial condition and results of operations could be materially and adversely affected.

Problems relating to our information technology systems could significantly disrupt our business operations.

We depend significantly on information technology systems with respect to almost all aspects of our business operations. Our information technology systems network, including those relating to bank accounting and cash settlement systems, interconnects our branches and other offices, our customers and various clearing and settlement systems located worldwide. Our efforts to sustain stable daily operations and development of contingency plans for unexpected events, including the implementation of backup and redundancy measures, as well as recently implemented measures to protect customers and our group from the rising threat of cyber attacks, illegal money transfers, targeted attacks and other risks, may not be effective in preventing significant disruptions to our information technology systems caused by, among other things, human error, accidents, cyber attacks, and development and renewal of computer systems. In the event of any such disruption, our business, financial condition and results of operations could be materially and adversely affected due to information leaks, malfunctions or disruptions in our business operations, liability to customers and others, regulatory actions or harm to our reputation.

Our reputation could be harmed and we may be subject to liabilities and regulatory actions if we are unable to protect personal and other confidential information.

We handle various confidential ornon-public information, including those of our individual and corporate customers, in the ordinary course of our business. The information management policies we maintain and enforce to prevent information leaks and improper access to such information, including those that we require of our outside contractors and those designed to meet the strict requirements of the Personal Information Protection Law of Japan, may not be effective in preventing all such problems. Leakage of important information in the future could result in liabilities and regulatory actions and may also lead to significant harm to our reputation. As a result, our business, financial condition and results of operations could be materially and adversely affected.

Our business would be harmed if we are unable to attract and retain skilled employees.

Many of our employees possess skills and expertise that are important to maintain our competitiveness and to operate our business efficiently. We may not be successful in attracting and retaining sufficient skilled

employees through our hiring efforts and training programs aimed to maintain and enhance the skills and expertise of our employees, in which event our competitiveness and efficiency could be significantly impaired. As a result, our business, financial condition and results of operations could be materially and adversely affected.

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

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

Sarbanes-Oxley Act of 2002 and rules and regulations of the SEC promulgated pursuant thereto. Our management reports on, and our independent registered public accounting firm attests to, the effectiveness of our internal controls over financial reporting, as required, in our annual report on Form20-F. In addition, our management is required to report on our internal control over financial reporting, and our independent registered public accounting firm is required to provide its opinion concerning the report of our management, in accordance with the Financial Instruments and Exchange Act of Japan. To the extent any issues are identified through the foregoing processes, there can be no assurance that we will be able to address them in a timely manner or at all. Furthermore, even if our management concludes that our internal control over financial reporting are effective, our independent registered public accounting firm may still be unable to issue a report that concludes that our internal control over financial reporting are effective. In either case, we may lose investor confidence in the reliability of our financial statements.

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

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

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

We devote significant resources to strengthen our risk management policies and procedures. Despite this, and particularly in light of the rapid evolution of our operations, our policies and procedures designed to identify, monitor and manage risks may not be fully effective. Some of our methods of managing risks are based upon our use of observed historical market behavior. As a result, these methods may not accurately predict future risk exposures, which could be significantly greater than the historical measures indicate. If our risk management policies and procedures do not function effectively, our financial condition and results of operations could be materially and adversely affected.

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

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

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

We may be subject to risks related to dividend distributions.

As a holding company, we rely on dividend payments from our banking and other subsidiaries for almost all of our income. As a result of restrictions, such as those on distributable amounts under Japan’s Companies Act,

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

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

We conduct a wide variety of business operations in Japan as well as overseas, including in the United States, Europe and Asia. If general economic conditions in Japan or other regions were to deteriorate or if the financial markets become subject to turmoil, we could experience weakness in our business, as well as deterioration in the quality of our assets. We are currently facing significant uncertainties in the economic environment such as the introduction of the Bank of Japan’s new monetary policy, the negotiation for the withdrawal of the UK from the EU and the inauguration of the new administration of the United States. Significant changes in general economic conditions or financial markets due to the effect of changes inAs a country’s fiscal policy, political turmoil and manifestations of geopolitical risks could materially and adversely affectresult, our financial condition and results of operations.operations could be materially and adversely affected.

Amendments and other changes to the laws and regulations that are applicable to us could have an adverse effect on us.

We are subject to general laws, regulations and accounting rules applicable to our business activities in and outside of Japan. We are also subject to various laws and regulations applicable to financial institutions such as the Banking Act, including capital adequacy requirements, in and outside of Japan. If the laws and regulations that are applicable to us are amended or otherwise changed, such as in a way that restricts us from engaging in business activities that we currently conduct or that requires us to incur additional costs related to our IT systems, our business, financial condition and results of operations could be materially and adversely affected.

The Basel Committee on Banking Supervision is currently discussing a reviewUncertainties regarding the future of the standardized approach, internal ratings-based approachLIBOR as an interest rate benchmark and capital floors in calculating the capital adequacy ratio. There is a risk thatany successor thereto subjects us to various risks.

Many of our capital adequacy ratio will decrease if the review results in an increase in the amount of the denominator relatedproducts and services refer to our capital adequacy ratio calculation.

Moreover, future applications of or changes in other financial regulations that are continually under discussion, including liquidity standardsbenchmark interest rates such as the Net Stable Funding Ratio (NSFR)London Interbank Offered Rate (“LIBOR”) in many currencies, including the U.S. dollar. We also utilize such benchmark interest rates for our own evaluation of financial instruments and leverage ratio regulations,various other internal management purposes.

In light of the LIBOR manipulation scandal that surfaced in 2012, many financial authorities around the world have commented on a transition to the risk-free rate as the benchmark interest rate to improve reliability and transparency. In addition, in July 2017, the Chief Executive of the Financial Conduct Authority of the United Kingdom (“FCA”), which regulates LIBOR, announced that the FCA will no longer persuade or compel banks to present rates for the calculation of the LIBOR benchmark after 2021, raising the possibility that the continuation of LIBOR on the current basis cannot be guaranteed after 2021, and there is a substantial risk that LIBOR will be discontinued or modified by 2021.

We have established a special division tasked to prepare us for the suspension of publication of LIBOR and the shift to a successor interest rate benchmark. Many unresolved issues remain, such as the selection of successor benchmarks, the timing of their introduction and the transition of a particular benchmark to a replacement rate could result in restrictionswide spread dislocation in the financial markets, engender volatility in the pricing of securities, derivatives and other instruments, and suppress capital markets activities. As a result, the transition could, for example, cause hedging accounting items to be derecognized and increase litigation risks regarding our existing products and services, which could adversely impact our profitability. There can be no assurance that a change in the benchmark interest rate and related valuation methods will not have a material adverse effect on our financial condition and results of operations. We may also be adversely affected if the change restricts our ability to conduct our businesses as well asprovide products and services or if it necessitates the need to incurdevelopment of additional information technology development expenses.systems.

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

We offer comprehensive financial services globally, centered on Banking, Trust Bankingbanking, trust banking and Securitiessecurities, and are subject to intense competition both domestically and internationally with large financial institutions,non-bank financial institutions and others. In addition, as a result of technological advances called “FinTech,” an increasing number of companies have recently been crossing industry lines and entering the field of finance, and

it is possible that the competitive environment surrounding us may further intensify. Moreover, due to the reforms to financial regulations made in recent years, it may become difficult to differentiate strategies between us and our competitors, resulting in the intensification of competition in specific businesses.

If we are unable to respond effectively to current or future competition, our business, financial condition and results of operations could be adversely affected. In addition, intensifying competition and other factors could lead to reorganization within the financial services industry, and this could have an adverse effect on our competitive position or otherwise adversely affect the price of our securities.

Our business could be significantly disrupted due to natural disasters, accidents or other causes.

Our headquarters, branch offices, information technology centers, computer network connections and other facilities are subject to the risk of damage from natural disasters such as earthquakes and typhoons as well as from acts of terrorism and other criminal acts. In addition, our business could be materially disrupted as a result of an epidemic such as new or reemerging influenza infections. Our business, financial condition and results of operations could be adversely affected if our recovery efforts, including our implementation of contingency plans that we have developed such as establishingback-up offices, are not effective in preventing significant disruptions to our business operations caused by such natural disasters and criminal acts. Additionally,For example, massive natural disasters such as the March 2011 Great East Japan Earthquake may have various adverse effects, including a deterioration in economic conditions, declines in the business performance of many of our corporate customers and declines in stock prices. As a result, our financial condition and results of operations could be materially and adversely affected due to an increase in the amount of problem loans and credit-related costs as well as an increase in unrealized losses on, or losses from sales of, equity securities and financial products.

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

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

Our reputation could be adversely affected if our business operations are perceived as being harmful to the environment and society.

As concerns regarding environmental and social issues such as climate change have heightened in recent years, we believe that our stakeholders as well as the society at large expect that we, as a financial services provider, give increasing consideration to such issues. While we are strengthening our efforts to reduce environmental and social risks, including establishing policies for engaging with sectors that are likely to exacerbate negative impacts on the environment and society, the expectations placed upon us continue to heighten day by day, and our reputation may be harmed if our efforts fall short of such expectations. As a result, our business, financial condition and results of operations could be materially and adversely affected.

Risks Related to Owning Our Shares

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

Our articles of incorporation, our regulations of the board of directors and Japan’s Companies Act govern our corporate affairs. Legal principles relating to such matters as the validity of corporate procedures, directors’ and officers’ fiduciary duties and shareholders’ rights may be different from or less clearly defined than those that would apply if we were incorporated in another jurisdiction. For example, under the Companies Act, only

holders of 3% or more of the total voting rights or total outstanding shares are entitled to examine our accounting books and records. Shareholders’ rights under Japanese law may not be as extensive as shareholders’ rights under the law of jurisdictions within the United States or other countries. For more information on the rights of shareholders under Japanese law, see “Item 10.B. Additional Information—Memorandum and Articles of Association.”

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

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

securities laws of the United States. We believe that there is doubt as to the enforceability in Japan, in original actions or in actions to enforce judgments of U.S. courts, of claims predicated solely upon the federal securities laws of the United States.

Risks Related to Owning Our ADSs

As a holder of ADSs, you have fewer rights than a shareholder and you must act through the depositary to exercise these rights.

The rights of our shareholders under Japanese law to take actions such as voting their shares, receiving dividends and distributions, bringing derivative actions, examining our accounting books and records and exercising appraisal rights are available only to shareholders of record. Because the depositary, through its custodian, is the record holder of the shares underlying the ADSs, a holder of ADSs may not be entitled to the same rights as a shareholder. In your capacity as an ADS holder, you are not able to bring a derivative action, examine our accounting books and records or exercise appraisal rights, except through the depositary.

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

Market prices for our ADSs may fall if the value of the yen declines against the U.S. dollar. In addition, theU.S.the U.S. dollar amount of cash dividends and other cash payments made to holders of our ADSs would be reduced iftheif the value of the yen declines against the U.S. dollar.

ITEM 4.    INFORMATION OF THE COMPANY

4.A. History and Development of the Company

The Mizuho Group

The Mizuho group was created on September 29, 2000 through the establishment of Mizuho Holdings, Inc. as a holding company of our three predecessor banks, TheDai-Ichi Kangyo Bank, The Fuji Bank and The Industrial Bank of Japan. On October 1, 2000, the respective securities subsidiaries of the predecessor banks merged to form Mizuho Securities Co., Ltd., and the respective trust bank subsidiaries merged on the same date to form Mizuho Trust & Banking.

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

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

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

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

In September 2011, Mizuho Trust & Banking became a wholly-owned subsidiary of Mizuho Financial Group, Mizuho Securities became an unlisted subsidiary of the former Mizuho Corporate Bank, and Mizuho Investors Securities became a wholly-owned subsidiary of the former Mizuho Bank, through their respectivestock-for-stock-for-stock stock exchanges. The purpose of thesestock-for-stock exchanges is to further enhance the “group collective capabilities” by integrating group-wide business operations and optimizing management resources such as workforce and branch network.

In January 2013, Mizuho Securities and Mizuho Investors Securities merged in order to provide integrated securities services as the full-line securities company of the Mizuho group. Mizuho Securities aims to further strengthen collaboration among banking, trust banking and securities businesses of the group, expand the company’s customer base to enhance the domestic retail business, and rationalize and streamline management infrastructure.

In April 2013, we turned Mizuho Securities, a consolidated subsidiary of Mizuho Financial Group, into a directly-held subsidiary of Mizuho Financial Group, whereby we moved to a new group capital structure, placing banking, trust banking, securities and other major group companies under the direct control of the holding company.

In July 2013, the former Mizuho Bank and the former Mizuho Corporate Bank merged, and the former Mizuho Corporate Bank, the surviving company, changed its trade name to Mizuho Bank, Ltd. The purpose of the merger iswas to become able to provide directly and promptly diverse and functional financial services to both the former Mizuho Bank and the former Mizuho Corporate Bank customers, utilizing the current “strengths” and “advantages” of the former Mizuho Bank and the former Mizuho Corporate Bank, and to continue to improve customer services by further enhancing group collaboration among the banking, trust banking and securities functions and, at the same time, to realize further enhancement of the consolidation of group-wide business operations and optimization of management resources, such as workforce and branch network, by strengthening group governance and improving group management efficiency.

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

In December 2017, two subsidiaries of Mizuho Americas LLC, the former Mizuho Bank (USA) and the Mizuho Trust & Banking Co. (USA), merged. The merged entity, Mizuho Bank (USA), provides both banking services and trust services.

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

In March 2017, we, Sumitomo Mitsui Trust Holdings, Inc., Resona Bank, Limited as a subsidiary of Resona Holdings, Inc., and TheDai-ichi Life Insurance Company, Limited as a subsidiary ofDai-ichi Life Holdings, Inc., have executed a memorandum of understanding to commence detailed analysis and negotiations in preparation for the management integration of Japan Trustee Services Bank, Ltd. (“JTSB”) and Trust & Custody Services Bank, Ltd,Ltd. (“TCSB”), which was a consolidated subsidiary of Mizuho Financial Group. In March 2018, TCSB executed a management integration agreement with JTSB to carry out the management integration through incorporation of a holding company by joint share transfer. In October 2018, TCSB and JTSB incorporated JTC Holdings, Ltd. (“JTC Holdings”) by joint share transfer. After the joint share transfer, TCSB and JTSB became wholly-owned subsidiaries of JTC Holdings, and JTC Holdings, TCSB and JTSB became equity-method affiliates of Mizuho Financial Group. The purposespurpose of the integration areis to seek economies of scale,contribute to realizefurther growth in the domestic securities settlement market and domestic investment chain by realizing more stable and higher quality operations and to contribute to further growthstrengthening its system development capabilities by seeking the benefits of the domestic securities settlement market and to the enhancement of the domestic investment chain by concentrating both companies’ managerial resources and expertise.scale.

Other Information

Our registered address is1-5-5, Otemachi,Chiyoda-ku, Tokyo100-8176, Japan, and our telephone number is81-3-5224-1111.

The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. As a foreign private issuer,

we are exempt from the rules under the Exchange Act that prescribe the furnishing and content of proxy statements to shareholders. Our corporate website is www.mizuho-fg.co.jp/index.html.

4.B. Business Overview

General

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

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

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

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

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

Our Objectives Under the Medium-Term Business Plan

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

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

Five Basic Policies

Ten Basic Strategies

Business strategies

Financial strategies

Management foundations

In the fiscal year ended March 31, 2017,2019, the firstfinal year of the plan, specifically (1) commencement and implementation of fundamental structural reforms, (2) accomplishment of the medium-term business plan and (3) the migration to our next-generation IT system, our group-wide management policy was to progressively develop the One Mizuho strategy by implementing changes to the structure and foundations of our business, further integrating the “customer first” principle into everything we do, and fundamentally increasing productivity.

First, with respect to the commencement and implementation of fundamental structural reforms, in order to strengthen our earning capabilities, we undertook various efforts, including expanding the scope of risk-taking, focusing on areas with growth potential and accelerating the credit review process through a revision of our credit assessment framework. In addition, we endeavored to streamline the number of personnel to align with our business strategy, shift some Head Office personnel to the frontlines and restructure our customer channels by combining branches with respect to banking, trust banking and securities.

Secondly, with respect to the accomplishment of the medium-term business plan, we adopted “strengthening the foundationsteadily carried out our initiatives, including strengthening our model for ensuring a sustainable competitive advantage” as our operational policy and worked together as a group in this direction.

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

Moreover, we established Asset Management One Co., Ltd., into which our group’s asset management functions have been integrated. We also established the Research & Consulting Unit, into which our group’s research and consulting functions have been consolidated, and thereby enhanced our consulting functionnoninterest income business on a group-wide basis.global basis and disposing of cross-shareholdings. With respect to financial targets, we achieved the target levels we had set regarding our consolidated Common Equity Tier 1 capital (CET1) ratio and disposing of cross-shareholdings (based on the amount consented to by relevant issuers); however, we were unable to achieve our targets regarding our consolidated ROE, RORA and group expense ratio, partly due to the recording of losses in light of structural reforms, as described below, and other influences.

Thirdly, we worked on the migration to our next-generation IT system as one of our top management priorities and have successfully completed the eight migration steps that were scheduled to be implemented in the fiscal year ended March 31, 2019.

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

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

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

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

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

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

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

At the same time, in order to contribute to the sustainable development of society and to create new corporate value, we have pursuedaddressed environmental, social and governance (ESG) issues. With respect to the environment and society, we established Policies on Specific Industrial Sectors, which set forth our policies in response to clients in certain industries where there is a CSR initiative addressing social, environmentalhigh possibility that our involvement with the client would contribute to an adverse impact on the environment and society. With respect to governance, we revised our executive compensation system, raised the proportion of stock compensation for executives responsible for business execution and implemented other related measures.

Finally, with respect to legal compliance, we continued working on a variety of efforts, such as preventing transactions with individuals or organizations associated with organized crime and taking countermeasures against money laundering and terrorism financing, including our response to the fourth mutual evaluation of Japan by the Financial Action Task Force, an inter-governmental body that promotes measures for combating money laundering and terrorist financing.

Recording of Losses in Light of Structural Reforms

In our financial results for the fiscal year ended March 31, 2019 under Japanese GAAP, we recorded losses totaling ¥695.4 billion in connection with carrying out our structural reforms. Based on our view that the business environment will continue to be challenging for the foreseeable future, we aim to implement feasible measures at an early stage, accelerate the elimination of structural issues, and further solidify our stable profit base.

Our customers’ needs and the financial industry are rapidly undergoing structural changes in reflection of the structural shifts occurring in the economy, industry and society such as digitalization, an aging society with low birthrates and globalization. It is essential that we respond quickly to these structural changes, especially in light of increasing uncertainty in the business environment due to concerns regarding a global economic slowdown, signs of a turn in the credit cycle and other global issues. We have also continued to offer our combined group strength to assist in reviving the industries and economies of regions affected by the Great East Japan Earthquake of 2011 and the Kumamoto Earthquake of 2016.factors.

As the second yearIn consideration of the medium-term business plan,above environment and issues, we positionlaunched the5-Year Business Plan: Transitioning to the Next Generation of Financial Services for the five-year period beginning the fiscal year ending March 31, 20182020. Our new business plan is focused on transitioning to the next generation of financial services—forging new forms of partnerships with our customers so that we can respond to their needs as the yeartimes change.

Our objective is to build a stronger and more resilient financial group that our customers can depend on in which the coming era.

Outline of the New Business Plan

Basic policy

By implementing forward-looking structural reforms focused on three interconnected areas—business structure, finance structure and corporate foundations—we will endeavor to realize our objectiveresolve the mismatch that has arisen in the allocation of becoming a “financial services consulting group” based oncorporate resources such as branch offices and human resources and respond to new customer needs in order to transition to the management policynext generation of accelerating the One MIZUHO strategy through the further enhancementfinancial services.

The five-year period of a customer-first business approach and fundamentally improved productivity.

We will work to advance the business plan based oncan be broadly divided into two phases: Phase 1 (three years beginning the five basic policies set outfiscal year ending March 31, 2020) in the medium-term business plan by placing emphasis on the points described below.

Enhance Operation of theIn-House Company System

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

Selecting and Focusing on Certain Areas of Business

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

Establishment of a Resilient Financial Base

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

Proactive Involvement in Innovation

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

Embedding a Corporate Culture That Encouragesphase 2 (two years beginning the Active Participation of the Workforce to Support a Stronger Mizuho

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

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

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

Completing Implementation of the Next Generation IT Systems

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

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

As announced infiscal year ending March 2017, Mizuho Financial Group, Sumitomo Mitsui Trust Holdings, Inc.31, 2023), Resona Bank, Limited and The Dai-ichi Life Insurance Company, Limited have signed a memorandum of understanding to commence detailed analysis and negotiations in preparation for the management integration of Trust & Custody Services Bank, Ltd. (a consolidated subsidiary of ours) and Japan Trustee Services Bank, Ltd. The integration is aimed at (i) leveraging the benefits of scale through the concentration of both companies’ managerial resources and expertise related to asset custody services, (ii) improving the stability and quality of operations, and (iii) contributing to the further growth of securities settlement market and investment chain in Japan. The integrated companywhich will aim to becomeachieve the top trust bankeffects of the structural reforms and accelerate further growth.

Key strategy

In order to transition to the next generation of financial services, we will create new value incorporating both financial andnon-financial products and services by going beyond the conventional boundaries of finance in Japan specializingorder to forge new forms of partnerships with our customers.

Forging new forms of partnerships with our customers

For such purpose, we will draw on the strengths that meetwe have cultivated thus far and accelerate our digitalization initiatives and proactive collaboration with external partners.

Our key strengths

We will also continueuphold “Open & Connected” and “Passionate & Professional” as our action principles.

Open & Connected

Passionate & Professional

Priority business domains

In addition to the foregoing efforts, weBusiness structural reforms

We will also proceed withimplement business structural reforms focused on the following effortsinitiatives to better enable us to respond to structural shifts occurring in the economy, industry and society while drawing on our strengths.

Financial structure reforms

We will implement financial structure reforms focused on the following initiatives to transition to a flexible business/earnings structure that can better respond to changes in the business environment such as tightening of regulations.and competitive environments:

Upgrading

Corporate foundations reforms

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

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

Strengthening of Corporate Governance on a Group Basis

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

Each of these subsidiaries aims to realize a higher level of supervision by the respective board of directors and swifter decision-making,following initiatives in order to perform its roles more effectively under the group’sin-house company system. We will thereby continue to further enhancestrengthen our corporate governancefoundations as a means of supporting continued competitive advantages:

Fulfillment of Fiduciary Duties

Sustainability initiatives

Disposing of Cross-shareholdings

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

Establishment of Strong Mizuho Brand

We aim to establish a strong brand by positioning the medium-term business plan as the action plan for the establishment of the Mizuho brand and by achieving our goal of becoming a “financial services consulting group.” While being the most trusted partner in solving problems and supporting the sustainable growth of customers and communities, as set out in the medium-termnew business plan, we will continueaim to improvecreate new value for our stakeholders as follows:

Based on the valueabove, we will define sustainability for the Mizuho group as “achieving sustainable and stable growth for the group, and through this growth, contributing to the sustainable development and prosperity of the Mizuho brand through initiatives, including those aimed at realizing effective brand communication.economy, industry and society around the world.” Further, we will select “key sustainability areas” that reflect the expectations and demands of our stakeholders, based on their materiality to and affinity with our strategies, and the medium- to long-term impact on our corporate value. This will form the basis of our efforts to contribute to the realization of the UN’s Sustainable Development Goals (SDGs), the international goals adopted in September 2015 that were set forth in the “2030 Agenda for Sustainable Development.”

Management policy for the fiscal year ending March 31, 2020

For the first year of the new business plan, we will implement forward-looking structural reforms ahead of schedule. Unified as a group, we will accelerate the structural reforms, and along with this, we will come together as a group to revise various business operations in order to forge new forms of partnerships with our customers as a starting point for creating value in a wide range of areas.

Group Operations

Group Management Structure

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

Retail & Business Banking Company

The Retail & Business Banking Company is in chargeresponsible for customer segments consisting of the services for individual customers, small- andmedium-sized enterprisesSMEs and middle-market firms.corporations, engages in consulting services that integrate banking, trust banking, securities and other functions within the Mizuho group, as well as providing convenient financial services by leveraging advanced technologies and forming alliances with other companies.

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

While fulfilling our fiduciary duties, to promote the change “from savings to investments”As a reliable partner in an era of lengthening lifespans, we support customers who have concerns about their long term plans, and in addition to the consulting services that combine banking, trust banking and securities functions, we offer our customers asset formation support that utilizes advanced technologies, such asAI-powered asset management advisory services and asset management support utilizing remote channels, etc. Accordingly, in conjunction with the expansion of the scope of personaladdition to strengthening our efforts related to NISA, a tax exemption program for small investments, and iDeCo, an individual-type defined contribution pension plans, called “iDeCo,” based on the amended Fixed Contribution Pension Law,plan, we made efforts to introduce new plans to support customers and towill strengthen financial education through seminars.

Furthermore, to support the smooth asset succession, we provide services such as inheritance distribution service and testamentary-trust that utilize trust function. We have also expanded our line of products and services such as family trustsMultifunctional Safety Trust and annual fund giving trusts.a web based app that can be used to manage inheritance.

With respect to the loan business, we have expanded our line of housing loan and card loan products and offer various products and services in response to each customer’s life stage, including firstly products that meet a diverse range of needs, internet-based services and the development of a new internet-based services.business model that utilizes advanced technology.

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

In addition, in an effort to increase customer convenience, we have expandedenhanced the efficiency of our branch network throughout Japan (Mizuho Bank: 466;464; Mizuho Trust & Banking: 57;60; Mizuho Securities: 273;259; each as of March 31, 2017)2019) and our ATM network (approximately 6,9007,200 locations as of March 31, 2017,2019, including ATMs shared with AEON Bank). We also have 165150 of Mizuho Securities “Planet Booths,” which are located in the branches and offices of Mizuho Bank, and 2023 of Mizuho Trust & Banking “Trust Lounges,” which are located in the branches and offices of Mizuho Bank, as of March 31, 2017.2019.

Moreover, with the aim of constructing a convenient and efficient channel network that responds to changes in customer needs, we are promoting the next generation of branches and offices which serve as consulting spaces along with a reduction of the number of branches and offices through reorganization and consolidation.

We have also made efforts to enhance customer convenience by offeringconvenience. For example, we are engaging in collaboration with other companies and are utilizing advanced technologies to offer new financial and other services that utilize advanced scientific and digital technologies, as well as by enhancingto enhance the quality of our internet and smart phone services.services, in light of changing customer needs due to ongoing digitalization.

In the fiscal year ended March 31, 2019, we strengthened our efforts in new business areas, including the launch of a new affiliate, J.Score CO., LTD, the commencement of discussions into joint establishment of a new bank with LINE Corporation, and the launch ofJ-Coin Pay, a smartphone-based payment service, in cooperation with approximately 60 other financial institutions.

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

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

Starting from consulting services,In response to increasing customer needs related to their growth strategy or business succession in an unclear business environment, we offer multi-layered solutions in response to the various development stages of our customers’ businesses through the combined strength of our banking, trust banking, securities, asset management and research and consulting functions, based on a customer-focused approach.

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

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

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

In light of structural changes in customer needs against the backdrop of further progress in digitalization, an aging society with a low birthrate and other factors, we will enhanced the efficiency of sales channels, including physical storefronts, and expand new business areas to realize the wants and desires of individual customers as well as the sustainable growth of corporate customers.

In order to achieve this manner,goal, we aimwill take advantage of our broad customer base, trustworthiness and dependability, as well as our consulting capabilities. At the same time, we will collaborate openly with those both

inside and outside the Mizuho group to grow with our customers intoprovide new value incorporating both financial andnon-financial products and services, as a “financial services consulting company.”partner for individual customers’ life design and corporate customers’ growth strategies and business succession.

Corporate & Institutional Company

The Corporate & Institutional Company engages in relationship managementis responsible for our customers that arecustomer segments consisting of large corporations, financial institutions and public sector businessespublic-sector entities in Japan.Japan, provides custom-designed solutions for each client on a group-wide basis to meet their capital raising, asset management and business/financial strategy related needs.

For large corporate customers, based on our solid customer relationships and utilizing our global industry knowledge, we offer group-wide financial solutions that are tailored for each customer, such as syndicate loans,fund management, underwriting of equity and bonds, and M&A advisory and risk hedging products, etc., on a global basis to meet their needs in fund-raising, investment, management and financial strategies. In March 2019, in consideration of increasing customer needs for a diverse range of financial solutions, we made IBJ Leasing Company, Limited (which plans to change its trade name to Mizuho Leasing Company, Limited in October 2019) our equity method affiliate and increased our ability to offer solutions.

Mizuho Bank and Mizuho Securities have introduced thedual-hat structure in several offices in Japan. They collaborate toThrough the global inter-sectoral group collaboration, they provide our customers with solutions based on their capital management, business strategy and financial strategy on a global basis.

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

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

Further, we are proactively providing risk money to renewable energy companies and startups to develop next-generation industries and growth industries.companies and promote collaboration among companies over their business areas.

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

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

Through these endeavors, we aimWe will build new relationships with customers and endeavor to berealize valueco-creation andco-prosperity based on changes in customer needs in response to changes in social and industrial structures.

In order to achieve this goal, as a strategic partner for our customers’ most trusted partner.business development, we will utilize our sophisticated industry knowledge and competency to create business opportunities for our customers and to demonstrate our ability to draw on a broad range of intermediary functions in the sharing of business risks, with an open mindset.

Global Corporate Company

The Global Corporate Company works withnon-Japanese companies andis responsible for customer segments consisting of both Japanese companies operating outside Japan.Japan andnon-Japanese companies, provides various solutions by taking advantage of our deep understanding of our clients’ businesses and our strengths in corporate finance and transaction banking, such as lending and corporate bond underwriting.

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

We are also expanding business withnon-Japanese corporate customers, includingcustomers. We use our global network to support U.S. and European global companies developing business in Asia as well as Asian multinational enterprises expanding within Asia, through our global network. With respect toAsia. For ournon-Japanese corporate customers, we are proceeding with our strategy ofpursuing the Global 300 Strategy, which involves focusing on a group of approximately 300 blue-chip customers.companies around the world. Taking the characteristics of each industry sector into consideration, we take a focused approach based on ourknow-how and knowledge ofinsight on the business and financial perspectives, and throughaspects. Through a close relationship with top management, we aim to constructdevelop long-term relationships with customers and achieve sustained growth together with them.our customers. Our market presence within the United States continues to grow, including in the area of investment-grade corporate debt underwriting, based on our sector-based approach and the enhanced sophistication in the collaboration between our banking and securities functions.

Meanwhile, we are enhancing our support to clients by expanding our overseasglobal office network and strengthening the framework to support our customers’ business support framework for our customers outside Japan. We have recently opened the Mizuho Bank Mexico in Mexico(China), Ltd. Shanghai HongqiaoSub-Branch and the Phnom Penh Branch in Cambodia.Mizuho Securities Europe GmbH.

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

As we see major changes in the global economy and the regulatory framework, we aim to achieve sustainable growth by improvingWe will adjust our business portfolio promoting cross-sellingin anticipation of future growth constraints, such as future regulatory changes and strengtheningour foreign currency funding capabilities. At the same time, we will collaborate with customers in their development of global businesses to strengthen cross-regional business value chains. In order to achieve this goal, as a strategic partner that supports the development of businesses globally, we will link customers and our business functions located in Asia with those in other regions, based on our network in the rapidly growing Asian economies and management base.our presence in the fertile U.S. capital markets.

Global Markets Company

In addition to asset liability management and investment business with respect to bonds and equities, theThe Global Markets Company providesis responsible for market-related businesses, engages in sales and trading business to meet the risk hedging and investment needs ofservices for a wide range of customers, from individuals to institutional investors, by offering market products to meet their risk hedging and asset management needs through collaboration between the Mizuho group’s banking, trust banking and securities functions, as well as investments in equity, fixed income and others.

To become a comprehensive range of market-related products.top-class Asian player in the global markets, our basic strategy is to enhance our presence in the market so that we can develop the most suitable products and organizational structure based on arising customer needs.

With respect to the sales and trading business, through a management structure based on customer segments, we offer detailed products and services based on our sophisticated knowledge, experience and expertise to meet the diverse needs of our customers and support their global business by integrating our banking, trust banking and securities functions as well as our broad customer base, network and utilizing our global network.presence in the financial market.

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

With respect to our asset liability management, we contribute to balance sheet management through the stabilization of domestic currency and foreign currency liquidity management. Also, as for the investment business, we earn stable revenue by constructing a diversified portfolio in interest rates, equity and credit markets, and appropriate asset allocation with using our early warning control to reflect the changes of market environment flexibly. In the previous fiscal year we started the implementation of initiatives for taking risks, and we continue to implement management focusing on achieving an appropriate balance between realized gains and unrealized gains/losses by restructuring stable earning sources with risk-taking capabilities.

In addition, with respect to asset liability management and investment business, we combineare also actively working on the advancement of our early warning control and diversified investmentsdecision making through digitalization by the use of advanced technology such as AI.

We aim to manage market fluctuations so that our portfolio is more sound and stable.

The Global Markets Company is aiming to becomerealize atop-class Asian player stable earnings structure in the globalinvestment business and to improve sales and trading services with clearly defined focus areas which enable us to draw on diverse intermediary functions through the market by utilizing its capacityand create diverse value for our customers.

In order to offerachieve this goal, as a wide rangepartner with expert knowledge of products based onmarket mechanisms that has insight into markets, we will enhance our asset allocation and product lineup and aim to establish a stable profit base. At the collaboration among the banking, trust and securities functions.same time, we will provide appropriate investment opportunities to investors with different risk appetite.

Asset Management Company

The Asset Management Company works withis responsible for businesses related to asset management, provides products and services that meet the asset management needs of our wide range of customers, from individuals to institutional investors, through the collaboration between the group’s banking, trust banking and securities functions as well as Asset Management One one of the largest asset management companies in Japan and Asia, to meet the needs of a wide range of customers, from individuals to institutional investors, by providing products and services while fulfilling its fiduciary duties.Co., Ltd.

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

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

We offer our customers investment products that are mostbest suited to them throughin collaboration with Mizuho Alternative Investments, LLC, our New York-based hedge fund manager, Mizuho GlobalAsset Management One Alternative Investments, Ltd., our Tokyo-based financial gatekeeper, Eurekahedge Pte, LTD., our Singapore-based hedge fund database provider, and researcher, and Matthews Asia, an independent, privately owned firm and the largest dedicated Asia investment specialist in the U.S.

In addition, in various product fields, we develop global financialare focusing on developing and offering products by collaboratingthrough collaboration with BlackRock, Inc. and arrange and offer products related to private equity and infrastructure funds by collaborating with Partner Group AG.

The Asset Management Company aimsWe will continue to transform our business structure to achieve the high capital efficiency that is inherent to the asset management business, and at the same time, support customers’medium-to long-term asset formation, and thereby contribute to the revitalization of domestic financial assetsassets.

In order to achieve this goal, we will enhance ourvalue-add capabilities relating to asset management by strengthening our investing and solution-providing capabilities, and we will respond to changing customer needs

in a unified group manner. At the same time, we will pursue efficiency and progressiveness through the foregoing approaches.innovation and business process reformation.

Global Products Unit

The Global Products Unit cooperates with eachengages in the provision of a wide range of solutions, including M&A, real estate, project finance, domestic and foreign settlement services, asset management and stock transfer agency, as thein-house companies in unit responsible for providing solutions to a wide range of customer segments, including individual customers, such as advice on businesscorporate clients and financial strategies, financing support, domesticinvestors, in the areas of investment banking and foreign exchange and settlement, by making full use of its expertise.transaction banking.

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

In the transaction business we provide various solutions related to domestic exchange settlement, foreign exchange, cash management, trade finance, yen correspondence settlementin accordance with customer needs and yen securities custody, global custody, asset management and stock transfer agent services.the character of their business:

The Global Products Unit aimsIn the fiscal year ended March 31, 2019, Trust & Custody Services Bank, Ltd. incorporated JTC Holdings, Ltd. by implementing a joint share transfer with Japan Trustee Services Bank, Ltd. for the purpose of realizing more stable and higher quality operations by seeking economies of scale.

As uncertainty grows in the operating environment that our customers and society confront today, we will align ourselves with our customers’ changing needs and will provide helpful solutions based on our high level of expertise and knowledge.

In addition, we will support eachin-house company’s pursuit of its strategies and contribute to supportincreasing the group’s stable earnings capability by calibrating the allocation of corporate resources for each product and by effectively creating value chains on a group-wide goal of becoming a “financial services consulting group” by building a solid products platform.basis.

Research & Consulting Unit

The Research & Consulting Unit asoffers a wide variety of solutions that combine the fifth pillar for achieving the aim of themid- termfollowing:

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

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

ResearchIn a rapidly changing economic and consulting functions ofsocial environment, including an aging society with a low birthrate, digitalization and globalization, we will aim to further contribute to creating new value for our customers and society by utilizing our expertise, including industry expertise that can better respond to structural shifts in the unit endeavor to meet the rising expectationsneeds of our customers, as uncertainties arise amidand by creating value chains on a group-wide basis.

In order to realize new value creation, we will work to increase the global economy, the financial marketssophistication of our research functions, enhance our consulting business, leverage IT and the social environment. To meet further client needs, we focus on the following four points:

1) “ to Advance Utility Functions” through collaboration among ourin-house companiesdigital technology and to address increasingly complicated business issues for clientsother challenges.

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

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

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

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

Competition

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

Our major competitors in Japan include:

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

Japanese Banking and Securities Industry

Private banking institutions in Japan are normally classified into two categories (the following numbers are based on information published by the Financial Services Agency, available as of June 27, 2017)April 28, 2019): (i) ordinary banks, of which there were 124,123, not including foreign commercial banks with banking operations in Japan; and (ii) trust banks, of which there were 16,14, including Japanese subsidiaries of foreign financial institutions and subsidiaries of Japanese financial institutions.

Ordinary banks consist mainly of city banks and regional banks. City banks, including Mizuho Bank, are based in large cities, operate domestically on a nation-wide scale through networks of branch offices and have strong links with large corporate customers in Japan. In light of deregulation and other competitive factors, however, many of these banks have placed increasing emphasis on other markets, including retail banking, small and medium-sized enterprise banking, international operations and investment banking. Regional banks are mostly based in one of the prefectures of Japan and are generally much smaller in terms of total assets than city banks. In recent years, as a consequence of changes in the business environment, the number of regional banks that integrate their businesses with other regional banks ishas been increasing. Customers of regional banks, other than local retail customers, include mostly regional enterprises and local public utilities, although regional banks also lend to large corporations. In addition to these types of banks, new retail-oriented banks have emerged in recent years, including Internet banks and banks specializing in placing their ATMs in convenience stores and supermarkets without maintaining a branch network.

Trust banks, including Mizuho Trust & Banking, are engaged in trust services in relation to, among others, money trust, pension trust and real estate trust services, in addition to banking business.

Based on information published by the Financial Services Agency, available as of June 27, 2017,April 28, 2019, there were 5356 foreign banks operating banking businesses in Japan. These banks are subject to a statutory framework similar to the regulations applicable to Japanese domestic banks. Their principal sources of funds come from their overseas head offices or other branches.

A number of government financial institutions, organized in order to supplement the activities of the private banking institutions, have been in the process of business and organizational restructuring in recent years. In October 2008, some of the government financial institutions were consolidated to form Japan Finance Corporation, which mainly provides financing for small andmedium-sized enterprises and those engaged in agriculture, forestry and fishery, and also provides export financing for Japanese corporations. In October 2008, Development Bank of Japan, which mainly engages in corporate financing, and Shoko Chukin Bank, which mainly engages in financing for small andmedium-sized enterprises, were transformed into joint stock corporations. Japan Housing Finance Agency supports housing loans of private institutions through the securitization of such loans.

In April 2012, Japan Bank for International Cooperation, which provides policy-based finance with a mission to contribute to the sound development of Japan and the international economy and society, was spun off from Japan Finance Corporation and was established as a joint stock company wholly owned by the Japanese government.

Another distinctive element of the Japanese banking system is the role of the postal savings system. Postal savings deposits are gathered through the network of governmental post offices scattered throughout Japan, and their balance of deposits totaled over 200 trillion yen in the past. In recent years, the governmental postal business has been in the process of organizational restructuring. In 2003, the governmental postal business was

transferred to Japan Post, a government-owned entity established in the same year, and in 2007, Japan Post was transformed into a government-owned joint stock corporation holding four operating companies including Japan Post Bank, which currently operates as an ordinary bank. In November 2015, the shares of three main companies of the Japan Post group were listed on the Tokyo Stock Exchange, with Japan Post Holdings disposing of approximately 11% of its ownership in the two subsidiaries, while the Japanese government disposed of approximately 11% of its ownership in Japan Post Holdings. Japan Post Holdings plans to initially dispose of its two subsidiaries shares gradually down to approximately 50% ownership. In April 2019, the maximum deposit amount that Japan Post Bank Co., Ltd. may accept increased from 13 million yen in aggregate for ordinary deposits and time deposits to a total of 26 million yen, 13 million yen each for ordinary deposits and time deposits.