Bond Mizuho Holdings 0% ( US60687YAY59 ) in USD

Mizuho Holdings

100 % ▲

Japan

US60687YAY59 ( in USD )

16/07/2023 - Bond has expired

Prospectus brochure of the bond Mizuho Financial Group US60687YAY59 in USD 0%, expired

200 000 USD

500 000 000 USD

60687YAY5

Mizuho Financial Group, Inc. is a major Japanese financial services company offering a wide range of services including banking, securities, and asset management, operating both domestically and internationally.

The Bond issued by Mizuho Holdings ( Japan ) , in USD, with the ISIN code US60687YAY59, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 16/07/2023

The Bond issued by Mizuho Holdings ( Japan ) , in USD, with the ISIN code US60687YAY59, was rated NR by Moody's credit rating agency.

The Bond issued by Mizuho Holdings ( Japan ) , in USD, with the ISIN code US60687YAY59, was rated NR by Standard & Poor's ( S&P ) credit rating agency.

PROSPECTUS SUPPLEMENT
(To prospectus dated August 18, 2016)
Mizuho Financial Group, Inc.
$1,000,000,000 2.721% Senior Fixed-to-Floating Rate Notes due 2023
$500,000,000 2.839% Senior Fixed-to-Floating Rate Notes due 2025
$750,000,000 3.153% Senior Fixed-to-Floating Rate Notes due 2030
$500,000,000 Senior Floating Rate Notes due 2023
Mizuho Financial Group, Inc., a joint stock corporation incorporated with limited liability under the laws of Japan ("Mizuho Financial Group" or the "Issuer"),
will issue an aggregate principal amount of $1,000,000,000 of senior fixed-to-floating rate notes due 2023 (the "4-year Notes"), an aggregate principal amount of
$500,000,000 of senior fixed-to-floating rate notes due 2025 (the "6-year Notes"), an aggregate principal amount of $750,000,000 of senior fixed-to-floating rate
notes due 2030 (the "11-year Notes" and, together with the 4-year Notes and the 6-year Notes, the "Fixed-to-Floating Rate Notes").
The 4-year Notes will bear interest (i) commencing July 16, 2019 to, but excluding, July 16, 2022 (the "4-year Notes Fixed Rate Period"), at the rate of 2.721%
per annum, payable semi-annually in arrears on January 16 and July 16 of each year, with the first fixed rate interest payment to be made on January 16, 2020 and
(ii) from and including July 16, 2022 to, but excluding July 16, 2023 (the "4-year Notes Floating Rate Period"), at a per annum floating rate equal to a benchmark
rate (which will initially be LIBOR for three-month deposits for U.S. dollars ("three-month U.S. dollar LIBOR")) plus 0.84%, reset quarterly, determined as
described under "Description of the Notes--Floating Rate Interest" in this prospectus supplement, payable quarterly in arrears on October 16 of 2022 and January
16, April 16 and July 16 of 2023. The 4-year Notes will mature on July 16, 2023.
The 6-year Notes will bear interest (i) commencing July 16, 2019 to, but excluding, July 16, 2024 (the "6-year Notes Fixed Rate Period"), at the rate of 2.839%
per annum, payable semi-annually in arrears on January 16 and July 16 of each year, with the first fixed rate interest payment to be made on January 16, 2020 and
(ii) from and including July 16, 2024 to, but excluding July 16, 2025 (the "6-year Notes Floating Rate Period"), at a per annum floating rate equal to a benchmark
rate (which will initially be three-month U.S. dollar LIBOR) plus 0.98%, reset quarterly, determined as described under "Description of the Notes--Floating Rate
Interest" in this prospectus supplement, payable quarterly in arrears on October 16 of 2024 and January 16, April 16 and July 16 of 2025. The 6-year Notes will
mature on July 16, 2025.
The 11-year Notes will bear interest (i) commencing July 16, 2019 to, but excluding, July 16, 2029 (the "11-year Notes Fixed Rate Period"), at the rate of
3.153% per annum, payable semi-annually in arrears on January 16 and July 16 of each year, with the first fixed rate interest payment to be made on January 16,
2020 and (ii) from and including July 16, 2029 to, but excluding July 16, 2030 (the "11-year Notes Floating Rate Period"), at a per annum floating rate equal to a
benchmark rate (which will initially be three-month U.S. dollar LIBOR) plus 1.13%, reset quarterly, determined as described under "Description of the Notes--
Floating Rate Interest" in this prospectus supplement, payable quarterly in arrears on October 16 of 2029 and January 16, April 16 and July 16 of 2030. The 11-year
Notes will mature on July 16, 2030.
Mizuho Financial Group will also issue an aggregate principal amount of $500,000,000 of senior floating rate notes due 2023 (the "Floating Rate Notes," and
together with the Fixed-to-Floating Rate Notes, the "Notes"). The Floating Rate Notes will bear interest commencing July 16, 2019 at a per annum floating rate
equal to a benchmark rate (which will initially be three-month U.S. dollar LIBOR) plus 0.84%, reset quarterly, determined as described under "Description of the
Notes--Floating Rate Interest" in this prospectus supplement, payable quarterly in arrears on January 16, April 16, July 16 and October 16 of each year, beginning
on October 16, 2019. The Floating Rate Notes will mature on July 16, 2023.
Mizuho Financial Group may redeem, at its option, the Notes of each series, in whole, but not in part, on the date that is one year prior to the maturity date of
such series of Notes, at the applicable redemption price. See "Description of Notes--Optional Redemption." In addition, Mizuho Financial Group may at its
option redeem the Notes of each series, in whole, but not in part, upon the occurrence of certain changes in Japanese tax law, subject to certain conditions. See
"Description of the Notes--Optional Tax Redemption." The Notes will not be subject to any sinking fund. Each series of the Notes will be represented by one or
more global notes deposited with a custodian for and registered in the name of a nominee of The Depository Trust Company ("DTC"), as depositary. Beneficial
interests in the Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its direct and indirect participants,
including Euroclear Bank SA/NV ("Euroclear"), and Clearstream Banking S.A. ("Clearstream"). The Notes will be issued only in registered form in minimum
denominations of $200,000 and integral multiples of $1,000 in excess thereof.
Each series of the Notes is intended to qualify as external total loss-absorbing capacity ("TLAC") debt under the Japanese TLAC Standard (as defined below).
The Notes will be Mizuho Financial Group's direct, unconditional, unsubordinated and unsecured obligations and rank pari passu and without preference among
themselves and with all other unsecured obligations, other than subordinated obligations of Mizuho Financial Group (except for statutorily preferred exceptions)
from time to time outstanding. See also "Risk Factors--Risks Relating to the Notes--The Notes will be structurally subordinated to the liabilities of our subsidiaries,
including Mizuho Bank and Mizuho Trust & Banking."
Approval-in-principle has been received for the listing and quotation of the Notes on the Official List of the Singapore Exchange Securities Trading Limited
(the "SGX-ST"). The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained herein.
Admission of the Notes to the Official List of the SGX-ST and quotation of the Notes on the SGX-ST are not to be taken as an indication of the merits of Mizuho
Financial Group, its subsidiaries and associated companies or the Notes.
Investing in the Notes involves risks. You should carefully consider the risk factors set forth in "Item 3.D. Key Information--
Risk Factors" of our most recent annual report on Form 20-F filed with the U.S. Securities and Exchange Commission (the "SEC"),
and in the "Risk Factors" section beginning on page S-10 of this prospectus supplement before making any decision to invest in the
Notes.
Per 4-year
Per 6-year
Per 11-year
Per Floating
Note
Note
Note
Rate Note
Total
Public offering price(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.000%
100.000%
100.000%
100.000%
$2,750,000,000
Underwriting commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.250%
0.350%
0.450%
0.250%
$
8,875,000
Proceeds, before expenses, to us(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.750%
99.650%
99.550%
99.750%
$2,741,125,000
(1) Plus accrued interest from July 16, 2019, if settlement occurs after that date.
Neither the SEC nor any state securities commission has approved or disapproved of the Notes or passed upon the adequacy or accuracy of this
prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
The Notes offered by this prospectus supplement and the accompanying prospectus are being offered by the underwriters, subject to prior sale, withdrawal,
cancellation or modification of the offer without notice, to delivery to and acceptance by the underwriters and to certain further conditions. It is expected that the
Notes will be delivered in book-entry form only, on or about July 16, 2019, through the facilities of DTC and its participants, including Euroclear and Clearstream.
Joint Lead Managers and Joint Bookrunners
Mizuho Securities
J.P. Morgan
Goldman Sachs & Co. LLC
BofA Merrill Lynch
Natixis
Co-Managers
Citigroup
Daiwa Capital Markets
Barclays
BNP PARIBAS
BNY Mellon Capital Markets, LLC
CIBC Capital Markets
Citizens Capital Markets
Cre´dit Agricole CIB
HSBC
ICBC (Asia)
ING
KEXIM Asia Limited
KKR
Santander
Socie´te´ Ge´ne´rale Corporate & Investment Banking
Wells Fargo Securities
The date of this prospectus supplement is July 9, 2019.

TABLE OF CONTENTS
Prospectus Supplement
Page
About this Prospectus Supplement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-iv
Cautionary Statement Regarding Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-iv
Presentation of Financial and Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-v
Prospectus Supplement Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-1
The Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-10
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-21
Capitalization and Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-22
Selected Financial and Other Information (U.S. GAAP) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-23
Supplemental Financial and Other Information (Japanese GAAP) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-25
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-34
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-45
Certain ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-53
Underwriting (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-56
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-63
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-63
Incorporation by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-64
Prospectus
Page
About this Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Cautionary Statement Regarding Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Ratio of Earnings to Fixed Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
Mizuho Financial Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
Capitalization and Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
Description of the Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27
Certain ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27
Plan of Distribution (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29
Enforcement of Civil Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29
S-i

Japan
The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of
Japan (Act No. 25 of 1948), as amended, (the "Financial Instruments and Exchange Act") and are subject to the
Special Taxation Measures Act of Japan (Act No. 26 of 1957), as amended (the "Special Taxation Measures
Act"). The Notes may not be offered or sold in Japan or to, or for the benefit of, any resident of Japan (which
term as used in this sentence means any person resident of Japan, including any corporation or other entity
organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to, or for
the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and
otherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws,
regulations and governmental guidelines of Japan. See "Underwriting (Conflicts of Interest)." The Notes are not,
as part of the distribution by the underwriters pursuant to the underwriting agreement dated the date hereof at any
time, to be directly or indirectly offered or sold to, or for the benefit of, any person other than a beneficial owner
that is, (i) for Japanese tax purposes, neither (x) an individual resident of Japan or a Japanese corporation, nor
(y) an individual non-resident of Japan or a non-Japanese corporation that in either case is a person having a
special relationship with Mizuho Financial Group as described in Article 6, Paragraph 4 of the Special Taxation
Measures Act (a "specially-related person of Mizuho Financial Group") or (ii) a Japanese designated financial
institution, designated in Article 6, Paragraph 9 of the Special Taxation Measures Act, except as specifically
permitted under the Special Taxation Measures Act. BY SUBSCRIBING FOR THE NOTES, AN INVESTOR
WILL BE DEEMED TO HAVE REPRESENTED IT IS A PERSON WHO FALLS INTO THE
CATEGORY OF (i) OR (ii) ABOVE.
Interest payments on the Notes generally will be subject to Japanese withholding tax unless it is established
that such Notes are held by or for the account of a beneficial owner that is (i) for Japanese tax purposes, neither
(x) an individual resident of Japan or a Japanese corporation, nor (y) an individual non-resident of Japan or a
non-Japanese corporation that in either case is a specially-related person of Mizuho Financial Group, (ii) a
Japanese designated financial institution described in Article 6, Paragraph 9 of the Special Taxation Measures
Act which complies with the requirement for tax exemption under that paragraph or (iii) a Japanese public
corporation, financial institution or financial instruments business operator described in Article 3-3, Paragraph 6
of the Special Taxation Measures Act which complies with the requirement for tax exemption under that
paragraph.
Interest payments on the Notes to an individual resident of Japan, to a Japanese corporation not described in
the preceding paragraph, or to an individual non-resident of Japan or a non-Japanese corporation that in either
case is a specially-related person of Mizuho Financial Group will be subject to deduction in respect of Japanese
income tax at a current rate of 15.315% of the amount of such interest.
The European Economic Area
PROHIBITION OF SALES TO EEA RETAIL INVESTORS--The Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area, or the EEA. For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, or MiFID II
as amended; or (ii) a customer within the meaning of Directive 2002/92/EC, as amended, where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no
key information document required by Regulation (EU) No 1286/2014, or the PRIIPs Regulation as amended, for
offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared
and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
S-ii

United Kingdom
There are restrictions on the offer and sale of the notes in the United Kingdom. All applicable provisions of
the Financial Services and Markets Act 2000, or FSMA, with respect to anything done by any person in relation
to the notes in, from, or otherwise involving, the United Kingdom must be complied with. See "Underwriting--
Notice to Prospective Investors in the United Kingdom."
In the United Kingdom, this prospectus supplement is being distributed only to and is directed only at
(i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the
Financial Promotion Order; or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Financial
Promotion Order; or (iii) persons to whom it may otherwise lawfully be communicated (all such persons together
being referred to as "relevant persons"). This prospectus supplement must not be acted on or relied on in the
United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment
activity to which this prospectus supplement relates is only available to, and will be engaged in with, relevant
persons.
Singapore
SINGAPORE SFA PRODUCT CLASSIFICATION: In connection with Section 309B of the Securities
and Futures Act (Chapter 289) of Singapore (the "SFA") and the Securities and Futures (Capital Markets
Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), the Issuer has determined, and hereby
notifies all relevant persons (as defined in Section 309(A)(1) of the SFA), that the Notes are prescribed capital
markets products (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in
MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
S-iii

ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which describes the
specific terms of the offering of the Notes and also adds to, updates and changes information contained in the
prospectus filed with the SEC dated August 18, 2016, and the documents incorporated by reference in this
prospectus supplement. The second part is the above-mentioned prospectus, to which we refer as the
"accompanying prospectus." The accompanying prospectus contains a description of the senior and subordinated
debt securities and gives more general information, some of which may not apply to the Notes. If the description
of the Notes in this prospectus supplement differs from the description in the accompanying prospectus, the
description in this prospectus supplement supersedes the description in the accompanying prospectus.
We have not, and the underwriters have not, authorized any other person to provide you with any
information other than that contained in or incorporated by reference into this prospectus supplement, in the
accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have
referred you. "Incorporated by reference" means that we can disclose important information to you by referring
you to another document filed separately with the SEC. We are not responsible for, and can provide no assurance
as to the accuracy of, any other information that any other person may give you. We are not making, nor are the
underwriters making, an offer to sell the Notes in any jurisdiction where the offer or sale is not permitted. You
should not assume that the information appearing in this prospectus supplement, the accompanying prospectus or
in any free writing prospectus prepared by or on behalf of us or to which we have referred you, including any
information incorporated by reference herein or therein, is accurate as of any date other than its respective date.
Our business, financial condition, results of operations and prospects may have changed since those respective
dates.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference
herein and therein contain in a number of places forward-looking statements regarding our intent, belief, targets
or current expectations of our management with respect to our financial condition and future results of
operations. These statements constitute "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the U.S. Securities Exchange Act
of 1934, as amended, or the Exchange Act. 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.
We have identified some of the risks inherent in forward-looking statements in "Item 3.D. Key
Information--Risk Factors" of our most recent annual report on Form 20-F and in the "Risk Factors" section of
this prospectus supplement. Other factors could also adversely affect our results or the accuracy of forward-
looking statements in this prospectus supplement, the accompanying prospectus or the documents incorporated
by reference herein and therein, and you should not consider these to be a complete set of all potential risks or
uncertainties.
The forward-looking statements included or incorporated by reference in this prospectus supplement and the
accompanying prospectus are made only as of the dates on which such statements were made. We expressly
disclaim any obligation or undertaking to release any update or revision to any forward-looking statement
contained herein or therein to reflect any change in our expectations with regard thereto or any change in events,
conditions or circumstances on which any statement is based.
S-iv

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
In this prospectus supplement, the accompanying prospectus and any documents incorporated by reference
herein or therein, "MHFG," "Mizuho Group," "we," "us," and "our" refer to Mizuho Financial Group, Inc. and,
unless the context indicates otherwise, its consolidated subsidiaries. "Mizuho Financial Group" refers to Mizuho
Financial Group, Inc. Furthermore, unless the context indicates otherwise, these references are intended to refer
to us as if we had been in existence in our current form for all periods referred to herein. We use the word "you"
to refer to prospective investors in the Notes and the word "Noteholder" or "Noteholders" to refer to the holders
of the Notes.
Our primary financial statements for SEC reporting purposes are prepared on an annual and semi-annual
basis in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"), while our
financial statements for reporting in our jurisdiction of incorporation and Japanese bank regulatory purposes are
prepared in accordance with accounting principles generally accepted in Japan ("Japanese GAAP"). Unless
otherwise specified, for purposes of this prospectus supplement, we have presented our financial information in
accordance with U.S. GAAP. Unless otherwise stated or otherwise required by the context, all amounts in our
financial statements are expressed in yen.
There are certain differences between U.S. GAAP and Japanese GAAP. For a description of certain
differences between U.S. GAAP and Japanese GAAP, see "Item 5. Operating and Financial Review and
Prospects--Reconciliation with Japanese GAAP" in our most recent annual report on Form 20-F filed with the
SEC. You should consult your own professional advisers for a more complete understanding of the differences
between U.S. GAAP, Japanese GAAP and the generally accepted accounting principles of other countries and
how those differences might affect the financial information contained or incorporated by reference in this
prospectus supplement or the accompanying prospectus.
Financial information for us contained or incorporated by reference herein or in the accompanying
prospectus is presented in accordance with U.S. GAAP or Japanese GAAP, as specified herein or in the relevant
document being incorporated by reference. See "Incorporation by Reference" for a list of documents being
incorporated by reference herein.
In this prospectus supplement and the accompanying prospectus, references to "U.S. dollars," "dollars,"
"U.S. $" and "$" refer to the lawful currency of the United States, those to "EUR" and "" refer to the currency
of the European Economic and Monetary Union and those to "yen" and "¥" refer to the lawful currency of Japan.
This prospectus supplement, the accompanying prospectus or the documents incorporated by reference herein
and therein may contain a translation of certain Japanese yen amounts into U.S. dollars for your convenience.
However, these translations should not be construed as representations that such yen amounts have been, could
have been or could be converted into dollars at the relevant rate or at all.
In this prospectus supplement and the accompanying prospectus, yen figures and percentages presented in
accordance with U.S. GAAP have been rounded to the figures shown, and yen figures and percentages presented
in accordance with Japanese GAAP have been truncated to the figures shown, except for figures based on
managerial accounting, which are rounded, and, in each case, unless otherwise specified. 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.
Our fiscal year end is March 31. References to years not specified as being fiscal years are to calendar years.
In this prospectus supplement, all of our financial information is presented on a consolidated basis, unless
we state otherwise.
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PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights key information described in greater detail elsewhere, or incorporated by
reference, in this prospectus supplement and the accompanying prospectus. You should read carefully the entire
prospectus supplement, the accompanying prospectus and the documents incorporated by reference before
making an investment decision.
The Mizuho Group
Mizuho Financial Group is a Japanese bank holding company that is the ultimate parent company of the
Mizuho Group, one of the largest financial institution groups in the world. We provide a broad range of financial
services in domestic and overseas markets. The principal activities and subsidiaries are the following:
·
Mizuho Bank, Ltd. ("Mizuho Bank") provides a wide range of financial products and services mainly
in relation to deposits, lending and exchange settlement to individuals, small and medium enterprises
("SMEs"), large corporations, financial institutions, public sector entities and foreign corporations,
including foreign subsidiaries of Japanese corporations;
·
Mizuho Trust & Banking Co., Ltd. ("Mizuho Trust & Banking") provides products and services related
to trust, real estate, securitization and structured finance, pension and asset management and stock
transfer agency; and
·
Mizuho Securities Co., Ltd. ("Mizuho Securities") provides full-line securities services to individuals,
corporations, financial institutions and public sector entities.
We also provide products and services such as those related to trust and custody, asset management, private
banking, research services, information technology-related services and advisory services for financial
institutions through various subsidiaries and affiliates.
·
As of March 31, 2019, Mizuho Bank had approximately 24 million individual customers.
·
As of March 31, 2019, Mizuho Securities had approximately 1.80 million comprehensive securities
accounts.
·
As of March 31, 2019, Mizuho Bank had approximately 100,000 SMEs and Middle-market borrowers,
etc.
·
As of March 31, 2019, customers of Mizuho Bank included approximately 70% of all companies listed
in Japan.
·
As of March 31, 2019, approximately 80% of the Forbes Global 200, which represents the top 200
corporations from the Forbes Global 2000, excluding financial institutions, was customers of Mizuho
Bank.
·
As of March 31, 2019, Mizuho Group had 783 branches in Japan, 118 offices in 38 countries and
regions and approximately 80,000 employees, including temporary employees.
See "Item 4.B. Information on the Company--Business Overview" in our annual report for the fiscal year
ended March 31, 2019 on Form 20-F, which is incorporated herein by reference.
As of March 31, 2019, we had total assets of ¥197.6 trillion, total deposits of ¥138.3 trillion and total
MHFG shareholders' equity of ¥8.7 trillion. For the fiscal year ended March 31, 2019, we recorded net income
attributable to MHFG shareholders of ¥84.5 billion.
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Our corporate headquarters are located at 1-5-5 Otemachi, Chiyoda-ku, Tokyo, Japan. Our main telephone
number is +81-3-5224-1111, and our corporate website is https://www.mizuho-fg.com. The information on the
website is not incorporated by reference into this prospectus supplement.
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THE OFFERING
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mizuho Financial Group, Inc.
Notes offered . . . . . . . . . . . . . . . . . . . . . . $1,000,000,000 aggregate principal amount of 2.721% senior fixed-
to-floating rate notes due July 16, 2023.
$500,000,000 aggregate principal amount of 2.839% senior fixed-to-
floating rate notes due July 16, 2025.
$750,000,000 aggregate principal amount of 3.153% senior fixed-to-
floating rate notes due July 16, 2030.
$500,000,000 aggregate principal amount of senior floating rate notes
due July 16, 2023.
The Notes will be issued in fully registered form, without coupons, in
denominations of $200,000 in principal amount and integral multiples
of $1,000 in excess thereof.
Offering Prices . . . . . . . . . . . . . . . . . . . . 100.000% for the 4-year Notes,
100.000% for the 6-year Notes,
100.000% for the 11-year Notes, and
100.000% for the Floating Rate Notes,
plus, in each case, accrued interest from July 16, 2019, if settlement
occurs after that date.
Ranking of the Notes . . . . . . . . . . . . . . . . Each series of the Notes will constitute direct, unconditional,
unsubordinated and unsecured obligations of Mizuho Financial Group
and rank pari passu and without preference among themselves and
with all other unsecured obligations, other than subordinated
obligations of Mizuho Financial Group (except for statutorily
preferred exceptions) from time to time outstanding. See also "Risk
Factors--Risks Relating to the Notes--The Notes will be structurally
subordinated to the liabilities of our subsidiaries, including Mizuho
Bank and Mizuho Trust & Banking."
Interest on the 4-year Notes . . . . . . . . . . During the 4-year Notes Fixed Rate Period, the 4-year Notes will bear
interest from an including July 16, 2019 to, but excluding, July 16,
2022, at the rate of 2.721% per annum, payable semi-annually in
arrears on January 16 and July 16 of each year, with the first fixed
rate interest payment to be made on January 16, 2020. During the 4-
year Notes Fixed Rate Period, interest on the 4-year Notes will be
computed on the basis of a 360-day year consisting of twelve 30-day
months and rounding the resulting figure to the nearest cent (half a
cent being rounded upwards).
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During the 4-year Notes Floating Rate Period, the 4-year Notes will
bear interest from and including July 16, 2022 to, but excluding
July 16, 2023, at a per annum floating rate equal to a benchmark rate
(which will initially be three-month U.S. dollar LIBOR) plus 0.84%,
reset quarterly, determined as described under "Description of the
Notes--Floating Rate Interest" in this prospectus supplement,
payable quarterly in arrears on October 16 of 2022 and January 16,
April 16 and July 16 of 2023. During the 4-year Notes Floating Rate
Period, interest on the 4-year Notes will be computed on an actual/
360 basis and rounding the resulting figure to the nearest cent (half a
cent being rounded upwards). See also "Risk Factors--Risks Relating
to the Notes--Additional Considerations Relating to LIBOR and a
Benchmark Transition Event" and "Risk Factors--Risks Relating to
the Notes--Additional Considerations Relating to the Secured
Overnight Financing Rate."
Interest on the 6-year Notes . . . . . . . . . . During the 6-year Notes Fixed Rate Period, the 6-year Notes will bear
interest from an including July 16, 2019 to, but excluding, July 16,
2024, at the rate of 2.839% per annum, payable semi-annually in
arrears on January 16 and July 16 of each year, with the first fixed
rate interest payment to be made on January 16, 2020. During the
6-year Notes Fixed Rate Period, interest on the 6-year Notes will be
computed on the basis of a 360-day year consisting of twelve 30-day
months and rounding the resulting figure to the nearest cent (half a
cent being rounded upwards).
During the 6-year Notes Floating Rate Period, the 6-year Notes will
bear interest from and including July 16, 2024 to, but excluding
July 16, 2025, at a per annum floating rate equal to a benchmark rate
(which will initially be three-month U.S. dollar LIBOR) plus 0.98%,
reset quarterly, determined as described under "Description of the
Notes--Floating Rate Interest" in this prospectus supplement,
payable quarterly in arrears on October 16 of 2024 and January 16,
April 16 and July 16 of 2025. During the 6-year Notes Floating Rate
Period, interest on the 6-year Notes will be computed on an actual/
360 basis and rounding the resulting figure to the nearest cent (half a
cent being rounded upwards). See also "Risk Factors--Risks Relating
to the Notes--Additional Considerations Relating to LIBOR and a
Benchmark Transition Event" and "Risk Factors--Risks Relating to
the Notes--Additional Considerations Relating to the Secured
Overnight Financing Rate."
Interest on the 11-year Notes . . . . . . . . . During the 11-year Notes Fixed Rate Period, the 11-year Notes will
bear interest from an including July 16, 2019 to, but excluding,
July 16, 2029, at the rate of 3.153% per annum, payable semi-
annually in arrears on January 16 and July 16 of each year, with the
first fixed rate interest payment to be made on January 16, 2020.
During the 11-year Notes Fixed Rate Period, interest on the 11-year
Notes will be computed on the basis of a 360-day year consisting of
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