Mizuho Financial : Financial report Financial report Form 20 F FY2023 (US GAAP)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

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

• ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2024

OR

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

Date of event requiring this shell company report

For the transition period from	to
	Commission file number 001-33098

Kabushiki Kaisha Mizuho Financial Group

(Exact name of Registrant as specified in its charter)

Mizuho Financial Group, Inc.

(Translation of Registrant's name into English)

Japan

(Jurisdiction of incorporation or organization)

1-5-5 Otemachi

Chiyoda-ku, Tokyo 100-8176

Japan

(Address of principal executive offices)

Yasutoshi Tanaka, [phone],[phone], address is same as above

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

Securities registered or to be registered pursuant to Section12(b) of the Act.

	Title of each class		Trading Symbols	Name of each exchange on which registered
American depositary shares, each of which	MFG	The New York Stock Exchange
represents two shares of common stock
Common Stock, without par value*

Securities registered or to be registered pursuant to Section12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section15(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, 2024, the following shares of capital stock were issued: 2,539,249,894 shares of common stock (including 881,823 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 È 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 È

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

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

Yes È No '

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes È No '

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

Large accelerated filer È

Accelerated filer '

Non-accelerated filer '

Emerging growth company '

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section13(a) of the Exchange Act. '

† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting

under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. È

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. '

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).'

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

U.S. GAAP È

International Financial Reporting Standards as issued by the International Accounting Standards Board '

Other '

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

Item 17 ' Item 18 '

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

Yes ' No È

(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 Section12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes ' No '

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

		MIZUHO FINANCIAL GROUP, INC.
		ANNUAL REPORT ON FORM 20-F
		Table of Contents
			Page
Presentation of Financial and Other Information	3
Forward-Looking Statements	3
ITEM 1.	Identity of Directors, Senior Management and Advisers	5
ITEM 2.	Offer Statistics and Expected Timetable	5
ITEM 3.	Key Information	6
	3.A.	Selected Financial Data	6
	3.B.	Capitalization and Indebtedness	8
	3.C.	Reasons for the Offer and Use of Proceeds	8
	3.D.	Risk Factors	9
ITEM 4.	Information on the Company	22
	4.A.	History and Development of the Company	22
	4.B.	Business Overview	24
	4.C.	Organizational Structure	59
	4.D.	Property, Plant and Equipment	61
ITEM 4A.	Unresolved Staff Comments	61
ITEM 5.	Operating and Financial Review and Prospects	62
ITEM 6.	Directors, Senior Management and Employees	107
	6.A.	Directors and Senior Management	107
	6.B.	Compensation	113
	6.C.	Board Practices	121
	6.D.	Employees	128
	6.E.	Share Ownership	128
	6.F.	Disclosure of a Registrant's Action to Recover Erroneously Awarded
		Compensation	129
ITEM 7.	Major Shareholders and Related Party Transactions	130
	7.A.	Major Shareholders	130
	7.B.	Related Party Transactions	130
	7.C.	Interests of Experts and Counsel	131
ITEM 8.	Financial Information	131
	8.A.	Consolidated Statements and Other Financial Information	131
	8.B.	Significant Changes	131
ITEM 9.	The Offer and Listing	131
	9.A.	Listing Details	131
	9.B.	Plan of Distribution	132
	9.C.	Markets	132
	9.D.	Selling Shareholders	132
	9.E.	Dilution	132
	9.F.	Expenses of the Issue	132
ITEM 10.	Additional Information	132
	10.A.	Share Capital	132
	10.B.	Memorandum and Articles of Association	132
	10.C.	Material Contracts	144
	10.D.	Exchange Controls	145
	10.E.	Taxation	149
	10.F.	Dividends and Paying Agents	155
	10.G.	Statement by Experts	155

1

			Page
	10.H.	Documents on Display	155
	10.I.	Subsidiary Information	155
	10.J. Annual Report to Security Holders	155
ITEM 11.	Quantitative and Qualitative Disclosures about Credit, Market and Other Risk	156
ITEM 12.	Description of Securities Other than Equity Securities	174
	12.A.	Debt Securities	174
	12.B.	Warrants and Rights	174
	12.C.	Other Securities	174
	12.D.	American Depositary Shares	174
ITEM 13.	Defaults, Dividend Arrearages and Delinquencies	175
ITEM 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	175
ITEM 15.	Controls and Procedures	175
ITEM 16A.	Audit Committee Financial Expert	176
ITEM 16B.	Code of Ethics	176
ITEM 16C.	Principal Accountant Fees and Services	176
ITEM 16D.	Exemptions from the Listing Standards for Audit Committees	177
ITEM 16E.	Purchase of Equity Securities by the Issuer and Affiliated Purchasers	178
ITEM 16F.	Change in Registrant's Certifying Accountant	178
ITEM 16G.	Corporate Governance	178
ITEM 16H.	Mine Safety Disclosure	180
ITEM 16I.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	180
ITEM 16J.	Insider Trading Policies	180
ITEM 16K.	Cybersecurity	180
ITEM 17.	Financial Statements	183
ITEM 18.	Financial Statements	183
ITEM 19.	Exhibits	183
Selected Statistical Data	A-1
Index to Consolidated Financial Statements	F-1

2

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

In this annual report, the terms "Mizuho Financial Group," the "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 to pre-merger Mizuho Bank and pre-merger Mizuho Corporate Bank, respectively.

In this annual report, "our principal banking subsidiaries" refer to Mizuho Bank and Mizuho Trust & Banking Co., Ltd.

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 presented in accordance with accounting principles generally accepted in the United States, or U.S. GAAP, have been rounded to the figures shown, and yen figures and percentages presented in accordance with accounting principles generally accepted in Japan, or Japanese GAAP, have been truncated to the figures shown, in each case, unless otherwise specified. However, in some cases, figures as of or for the fiscal year ended March 31, 2023 and earlier 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. We no longer make such adjustments beginning with figures as of or for the six months ended September 30, 2023, and thus the sum of the figures as of or for the six months ended September 30, 2023 and after presented herein may not match the total amount.

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 U.S. GAAP. Unless otherwise stated or the context otherwise requires, all amounts in our financial statements are expressed in yen.

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

FORWARD-LOOKING STATEMENTS

We may from time to time make written or oral forward-looking statements. Written forward-looking

statements may appear in documents filed with the Securities and Exchange Commission, including this annual report, and other reports to shareholders and other communications.

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

This annual report contains forward-looking statements regarding the intent, belief, current expectations and targets of our management with respect to our financial condition and future results of operations. In many cases,

3

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:

• international conflicts and geopolitical disruptions;
• increase in allowance for credit losses on loans and incurrence of significant credit-related costs;
• declines in the value of our securities portfolio, including as a result of the declines in stock markets and the impact of the dislocation in the global financial markets;
• changes in interest rates;
• foreign exchange rate fluctuations;
• decrease in the market liquidity of our assets;
• revised assumptions or other changes related to our pension plans;
• a decline in our deferred tax assets;
• the effect of financial transactions entered into for hedging and other similar purposes;
• failure to maintain required capital adequacy ratio levels;
• downgrades in our credit ratings;
• our ability to avoid reputational harm;
• our ability to implement our medium-term business plan and other strategic initiatives and measures effectively;
• the effectiveness of our operation, legal and other risk management policies;
• the effect of changes in general economic conditions in Japan and elsewhere;
• problems related to our information technology systems and cyber attacks;
• amendments and other changes to the laws and regulations that are applicable to us; and
• the effect of climate change.

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.

4

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

5

ITEM 3. KEY INFORMATION

3.A. Selected Financial Data

The following table below sets forth selected consolidated financial data of Mizuho Financial Group as of and for the fiscal years ended March 31, 2020, 2021, 2022, 2023 and 2024 derived from the audited consolidated financial statements of Mizuho Financial Group prepared in accordance with U.S. GAAP.

The consolidated financial statements of Mizuho Financial Group as of and for the fiscal years ended March 31, 2020, 2021, 2022, 2023 and 2024 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, an independent registered public accounting firm.

You should read the 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.

6

Selected Consolidated Financial Information

As of and for the fiscal years ended March 31,

2020

2021

2022

2023

2024

(in millions of yen, except per share data, share number information and percentages)

Statement of income data:
Interest and dividend income	. . ¥	2,151,172		¥	1,456,556	¥	1,443,941		¥	3,388,791	¥	5,767,000
Interest expense	. .		1,271,381			467,939			374,132			2,180,064			4,562,076
Net interest income	. .		879,791			988,617			1,069,809			1,208,727			1,204,924
Provision (credit) for credit
losses	. .		156,200			112,776			214,408			93,753			47,135
Net interest income after
provision (credit) for credit
losses	. .		723,591			875,841			855,401			1,114,974			1,157,788
Noninterest income	. .		1,307,740			2,041,320			669,790			888,103			2,743,729
Noninterest expenses	. .		1,877,841			1,888,397			1,767,679			1,933,907			2,278,406
Income (loss) before income tax
expense (benefit)	. .		153,490			1,028,764			(242,488)		69,170			1,623,112
Income tax expense (benefit) . .	47,175			210,716			(141,017)		35,142			425,120
Net income (loss)	. .		106,315			818,048			(101,471)		34,028			1,197,992
Less: Net income (loss)
attributable to noncontrolling
interests	. .		(43,880)		236,283			3,251			48,037			285,519
Net income (loss) attributable to
MHFG shareholders	. . ¥	150,195		¥	581,765	¥	(104,722) ¥	(14,009) ¥	912,473
Net income (loss) attributable to
common shareholders . . . .	. . ¥	150,195		¥	581,765	¥	(104,722) ¥	(14,009) ¥	912,473
Amounts per share(1):
Basic earnings per common
share-net income (loss)
attributable to common
shareholders	. . ¥	59.19		¥	229.27	¥	(41.28) ¥	(5.52) ¥	359.70
Diluted earnings per common
share-net income (loss)
attributable to common
shareholders	. . ¥	59.19		¥	229.26	¥	(41.28) ¥	(5.52) ¥	359.65
Number of shares used to
calculate basic earnings per
common share (in
thousands)	. .		2,537,368			2,537,513			2,537,051			2,536,596			2,536,775
Number of shares used to
calculate diluted earnings per
common share (in
thousands)	. .		2,537,526			2,537,602			2,537,051			2,536,596			2,537,100
Cash dividends per share(2)(3):
Common stock	. . ¥	75.00		¥	75.00	¥	80.00		¥	85.00	¥	105.00
	$	0.70		$	0.68	$	0.66		$	0.64	$	0.69

7

As of and for the fiscal years ended March 31,

2020

2021

2022

2023

2024

(in millions of yen, except per share data, share number information and percentages)

Balance sheet data:
Total assets	¥211,218,760 ¥221,651,474 ¥231,550,704 ¥248,780,722 ¥272,173,152
Loans, net of allowance	87,087,233	87,930,018	89,480,766		93,474,798		97,694,674
Total liabilities	202,043,136	211,963,317	222,108,473	239,055,588	261,741,965
Deposits	144,948,667	151,010,604	157,178,284	164,935,625	172,361,748
Long-term debt	10,346,152	11,706,471	12,578,216		14,893,023		16,277,331
Common stock	5,827,500	5,826,863	5,816,834		5,832,729		5,833,660
Total MHFG shareholders'
equity	8,512,365	9,105,238	8,914,212		8,915,491		9,929,071
Other financial data:
Return on equity and assets:
Net income (loss) attributable to
common shareholders as a
percentage of total average
assets	0.07%	0.26%	(0.04)%	(0.01)%	0.33%
Net income (loss) attributable to
common shareholders as a
percentage of average MHFG
shareholders' equity	1.95%	7.50%	(1.30)%	(0.16)%	10.03%
Dividends per common share as
a percentage of basic earnings
per common share	126.71%	32.71%	(193.80)%	(1,539.86)%	29.19%
Average MHFG shareholders'
equity as a percentage of total
average assets	3.81%	3.43%	3.46%		3.46%		3.33%
Net interest income as a
percentage of total average
interest-earning assets	0.48%	0.48%	0.50%		0.54%		0.49%

Notes:

1. Mizuho Financial Group adopted the share consolidation of the shares of common stock on the basis of one post-consolidation share per ten pre-consolidation shares effective as of October 1, 2020. For purposes of the amounts per share, we have assumed the effective date of the share consolidation to be April 1, 2019.
2. Yen amounts are expressed in U.S. dollars at the rate of ¥107.53= $1.00, ¥110.61= $1.00, ¥121.44= $1.00, ¥132.75= $1.00 and ¥151.22= $1.00 for the fiscal years ended March 31, 2020, 2021, 2022, 2023 and 2024, respectively. These rates are the noon buying rates on the respective fiscal year-end dates in New York City for cable transfers in yen as certified for customs purposes by the Federal Reserve Bank of New York.
3. Figures represent cash dividends per share with respect to the applicable fiscal year. Dividends with respect to a fiscal year include year-end dividends and interim dividends. Declaration and payment of dividends are conducted during the immediately following fiscal year, in the case of year-end dividends, or immediately following interim period, in the case of interim dividends.

3.B. Capitalization and Indebtedness

Not applicable.

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

Not applicable.

8

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 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. The outlook for economic and market conditions remains uncertain due to factors such as inflationary trends in the United States and the impact of revision to large-scale monetary easing measures in Japan. If general economic or market conditions in Japan or other regions or countries 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. As a result, our financial condition and results of operations could be materially and adversely affected.

International conflicts and geopolitical disruptions may have an adverse effect on us.

Amid the increasingly protracted situation in Ukraine, Japan, the United States and some European countries continue to impose economic sanctions on Russia. Furthermore, concerns about deteriorating US-China relations are growing as the United States and its allies begin to implement more assertive measures against China. In addition, the situation in the Middle East continues to be unstable, and there are concerns about the impact on resource prices. There is also the threat that political developments in various countries and regions will lead to increased division not only among countries, but within countries. Against the backdrop of the growing conflicts and geopolitical disruptions, our clients and suppliers may face challenges of business contraction, volatile prices and supply chain instability and be compelled to reevaluate their business strategies. Moreover, a slowdown in the global economy and a worsening geopolitical situation could lead to declines in corporate earnings and a rise in uncertainty in financial markets, which could result in an increase in our credit- related costs, a decrease in the value of our assets and a negative impact on our liquidity. The increasingly stringent regulations resulting from the geopolitical disruptions could further lead to enhanced regulatory compliance risk and the related risk of reputational damage. As a result of any of the foregoing, our business, financial condition and results of operations may 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, including costs related to our IT systems, our business, financial condition and results of operations could be materially and adversely affected.

9