Bond Mizuho Holdings 2.226% ( US60687YBD04 ) in USD

Mizuho Holdings

99.827 % ⇌

Japan

US60687YBD04 ( in USD )

2.226% per year ( payment 2 times a year)

24/05/2026

Prospectus brochure of the bond Mizuho Financial Group US60687YBD04 en USD 2.226%, maturity 24/05/2026

60687YBD0

A- ( Upper medium grade - Investment-grade )

A1 ( Upper medium grade - Investment-grade )

25/11/2025 ( In 85 days )

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 US60687YBD04, pays a coupon of 2.226% per year.
The coupons are paid 2 times per year and the Bond maturity is 24/05/2026

The Bond issued by Mizuho Holdings ( Japan ) , in USD, with the ISIN code US60687YBD04, was rated A1 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Mizuho Holdings ( Japan ) , in USD, with the ISIN code US60687YBD04, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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424B2 1 d860774d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Maximum
Title of Each Class of
Aggregate
Amount of
Securities to be Registered

Offering Price

Registration Fee(1)
$750,000,000 2.226% Senior Fixed-to-Floating Rate Notes due 2026

$750,000,000

$97,350.00
$500,000,000 2.591% Senior Fixed-to-Floating Rate Notes due 2031

$500,000,000

$64,900.00
$1,100,000,000 Senior Floating Rate Notes due 2024

$1,100,000,000

$142,780.00

(1)
Calculated in accordance with Rule 457(r) of the U.S. Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-233354

PROSPECTUS SUPPLEMENT
(To Prospectus dated August 19, 2019)

Mizuho Financial Group, Inc.
$750,000,000 2.226% Senior Fixed-to-Floating Rate Notes due 2026
$500,000,000 2.591% Senior Fixed-to-Floating Rate Notes due 2031
$1,100,000,000 Senior Floating Rate Notes due 2024

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 $750,000,000
of senior fixed-to -floating rate notes due May 25, 2026 (the "6-year Notes") and an aggregate principal amount of $500,000,000 of senior fixed-to -floating rate notes due May 25, 2031 (the "11-year Notes" and, together with
the 6-year Notes, the "Fixed-to -Floating Rate Notes").
The 6-year Notes will bear interest (i) commencing February 25, 2020 to, but excluding, May 25, 2025 (the "6-year Notes Fixed Rate Period"), at the fixed rate of 2.226% per annum, payable semi-annually in arrears
on May 25 and November 25 of each year, with the first fixed rate interest payment to be made on November 25, 2020 and (ii) from and including May 25, 2025 to, but excluding, May 25, 2026 (the "6-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 0.83%, reset quarterly, determined as
described under "Description of the Notes--Floating Rate Interest" in this prospectus supplement, payable quarterly in arrears on August 25 and November 25 of 2025 and February 25 and May 25 of 2026. The 6-Year Notes
will mature on May 25, 2026.
The 11-year Notes will bear interest (i) commencing February 25, 2020 to, but excluding, May 25, 2030 (the "11-year Notes Fixed Rate Period"), at the fixed rate of 2.591% per annum, payable semi-annually in arrears
on May 25 and November 25 of each year, with the first fixed rate interest payment to be made on November 25, 2020 and (ii) from and including May 25, 2030 to, but excluding, May 25, 2031 (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 1.07%, reset quarterly, determined as described under "Description of the Notes--Floating
Rate Interest" in this prospectus supplement, payable quarterly in arrears August 25 and November 25 of 2030 and February 25 and May 25 of 2031. The 11-Year Notes will mature on May 25, 2031.
Mizuho Financial Group will also issue an aggregate principal amount of $1,100,000,000 of senior floating rate notes due May 25, 2024 (the "Floating Rate Notes," and together with the Fixed-to -Floating Rate Notes,
the "Notes"). The Floating Rate Notes will bear interest commencing February 25, 2020 at a per annum floating rate equal to a benchmark rate (which will initially be three-month U.S. dollar LIBOR) plus 0.63%, reset
quarterly, determined as described under "Description of the Notes--Floating Rate Interest" in this prospectus supplement, payable quarterly in arrears on February 25, May 25, August 25 and November 25 of each year,
beginning on May 25, 2020. The Floating Rate Notes will mature on May 25, 2024.
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-9 of this
prospectus supplement before making any decision to invest in the Notes.

Per 6-year
Per 11-year
Per Floating

Note

Note

Rate Note

Total

Public offering price(1)

100.000%

100.000%

100.000%
$ 2,350,000,000
Underwriting commission

0.350%

0.450%

0.250%
$
7,625,000
Proceeds, before expenses, to us (1)

99.650%

99.550%

99.750%
$ 2,342,375,000
(1) Plus accrued interest from February 25, 2020, 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.
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PROSPECTUS SUPPLEMENT
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 February 25, 2020, through the facilities of DTC and its
participants, including Euroclear and Clearstream.

Joint Lead Managers and Joint Bookrunners

Mizuho Securities

BofA Securities
Goldman Sachs & Co. LLC

J.P. Morgan
Senior Co-Managers

Citigroup

Natixis
Co-Managers

Daiwa Capital Markets

ING

BNP PARIBAS

BNY Mellon Capital Markets, LLC

CIBC Capital Markets
Citizens Capital Markets

Crédit Agricole CIB

KKR
Rabo Securities

TD Securities

The date of this prospectus supplement is February 18, 2020.
Table of Contents
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-9
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-26
Description of the Notes
S-34
Taxation
S-44
Certain ERISA Considerations
S-52
Underwriting (Conflicts of Interest)
S-54
Experts
S-62
Legal Matters
S-62
Incorporation by Reference
S-63
Prospectus

Page
About this Prospectus

1
Cautionary Statement Regarding Forward-Looking Statements

3
Risk Factors

4
Mizuho Financial Group, Inc.

5
Capitalization and Indebtedness

6
Use of Proceeds

7
Description of the Debt Securities

8
Taxation

25
Certain ERISA Considerations

25
Plan of Distribution (Conflicts of Interest)

25
Experts

27
Legal Matters

27
Enforcement of Civil Liabilities

27
Where You Can Find More Information

28

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S-i
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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 AND UK 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, or the United
Kingdom (the "UK"). 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 2016/97/EU, 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 any retail investors in the
EEA or the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or the
UK may be unlawful under the PRIIPs Regulation.

S-ii
Table of Contents
United Kingdom
There are restrictions on the offer and sale of the notes in the UK. 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 UK must be complied with. See
"Underwriting--Notice to Prospective Investors in the UK."
In the UK, 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 Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (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 UK by persons who are not relevant persons. In the UK, any investment or investment activity to which this prospectus
supplement relates is only available to, and will be engaged in with, relevant persons.
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PROSPECTUS SUPPLEMENT
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
Table of Contents
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 19, 2019, 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
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PRESENTATION OF FINANCIAL AND OTHER INFORMATION
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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.

S-v
Table of Contents
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

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·
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 Bank, Mizuho Trust & Banking and Mizuho Securities on the simple sum basis had 783 branches in
Japan, and Mizuho Bank, Mizuho Trust & Banking, Mizuho Securities, Asset Management One Co., Ltd. ("Asset Management One")

and their respective subsidiaries on the simple sum basis had 118 offices in 38 countries and regions, and the Mizuho Group had
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

S-1
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attributable to MHFG shareholders of ¥84.5 billion. As of September 30, 2019, we had total assets of ¥201.8 trillion, total deposits of ¥139.8 trillion
and total MHFG shareholders' equity of ¥8.8 trillion. For the six months ended September 30, 2019, we recorded net income attributable to MHFG
shareholders of ¥213.0 billion.
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.

S-2
Table of Contents
THE OFFERING

Issuer
Mizuho Financial Group, Inc.

Notes Offered
$750,000,000 aggregate principal amount of 2.226% senior fixed-to-floating rate notes due
May 25, 2026.

$500,000,000 aggregate principal amount of 2.591% senior fixed-to-floating rate notes due

May 25, 2031.

$1,100,000,000 aggregate principal amount of senior floating rate notes due May 25, 2024.
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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 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 February 25, 2020, 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 6-year Notes
During the 6-year Notes Fixed Rate Period, the 6-year Notes will bear interest from and
including February 25, 2020 to, but excluding, May 25, 2025, at a fixed rate of 2.226% per
annum, payable semi-annually in arrears on May 25 and November 25 of each year, with the
first fixed rate interest payment to be made on November 25, 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 May 25, 2025, at a floating rate, payable quarterly in arrears on August 25 and

November 25 of 2025 and February 25 and May 25 of 2026. The interest rate on the 6-year
Notes during the 6-year Notes Floating Rate Period will be a per

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annum rate, equal to a benchmark rate (which will initially be three-month U.S. dollar
LIBOR) plus 0.83%, reset quarterly, determined as described under "Description of the Notes
--Floating Rate Interest." 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 and
including February 25, 2020 to, but excluding, May 25, 2030, at a fixed rate of 2.591% per
annum, payable semi-annually in arrears on May 25 and November 25 of each year, with the
first fixed rate interest payment to be made on November 25, 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 twelve 30-day months and rounding the resulting figure to the nearest cent
(half a cent being rounded upwards).

During the 11-year Notes Floating Rate Period, the 11-year Notes will bear interest from and
including May 25, 2030, at a floating rate, payable quarterly in arrears on August 25 and
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November 25 of 2030 and February 25 and May 25 of 2031. The interest rate on the 11-year
Notes during the 11-year Notes Floating Rate Period will be a per annum rate, equal to a
benchmark rate (which will initially be three-month U.S. dollar LIBOR) plus 1.07%, reset
quarterly, determined as described under "Description of the Notes--Floating Rate Interest."

During the 11-year Notes Floating Rate Period, interest on the 11-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 Floating Rate Notes
The Floating Rate Notes will bear interest from and including February 25, 2020 at a floating
rate, payable quarterly in arrears on February 25, May 25, August 25 and November 25 of
each year, with the first interest payment to be made on May 25, 2020. The interest rate on
the Floating Rate Notes for each interest period will be a per annum rate equal to a
benchmark rate (which will initially be three-month U.S. dollar LIBOR), plus 0.63%, reset
quarterly, determined as described under "Description of the Notes--Floating Rate Interest."
Floating Rate Interest 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

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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."

Additional Amounts
All payments of principal and interest in respect of the Notes will be made without
withholding or deduction for or on account of withholding taxes imposed by or within Japan,
unless such withholding or deduction is required by law. Interest payments on the Notes
generally will be subject to Japanese withholding tax with certain exceptions. See "Taxation
--Japanese Taxation." If the payments are subject to Japanese withholding tax, Mizuho
Financial Group will pay such additional amounts (subject to certain exceptions) in respect
of Japanese taxes as will result in the payment of amounts otherwise receivable absent any
deduction or withholding on account of such Japanese taxes. See "Description of the Debt
Securities--Payment of Additional Amounts" in the accompanying prospectus.

References to principal or interest in respect of the Notes shall be deemed to include any
additional amounts which may be payable as set forth in the senior indenture dated

September 13, 2016 between Mizuho Financial Group and The Bank of New York Mellon,
as trustee (as amended and supplemented from time to time, the "Indenture").

Optional Redemption
Mizuho Financial Group may redeem the Notes of each series, at its option, in whole, but not
in part, on the date that is one year prior to the maturity date of such series of Notes, upon at
least 15 days and not more than 60 days prior notice, subject to the prior confirmation of
Japan's Financial Services Agency (the "FSA") (if and to the extent required under the then
applicable Japanese banking laws or regulations), at a redemption price equal to the sum of
100% of the principal amount of the relevant series of the Notes being redeemed plus accrued
and unpaid interest thereon to, but excluding, the redemption date. See "Description of the
Notes--Optional Redemption."

Optional Tax Redemption
Each series of the Notes may be redeemed at any time, at the option of Mizuho Financial
Group in whole, but not in part, upon not less than 30 nor more than 60 days' prior notice,
subject to the prior confirmation of the FSA (if and to the extent required under the then
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PROSPECTUS SUPPLEMENT
applicable Japanese banking laws and regulations), at a redemption price equal to 100% of
the principal amount of the relevant series of the Notes then outstanding plus accrued and
unpaid interest to, but excluding, the redemption date, if Mizuho Financial Group has or will
become obligated to pay additional amounts as described under "Description of the Debt
Securities--Payment of Additional Amounts" in the accompanying prospectus as a result of
any change in, or amendment to, the laws, regulations or rulings of Japan (or of

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any political subdivision or taxing authority thereof or therein) affecting taxation, or any
change in the official position regarding the application or interpretation of such laws,

regulations or rulings, which change, amendment, application or interpretation becomes
effective on or after the date of this prospectus supplement, and the obligation cannot be
avoided by Mizuho Financial Group taking reasonable measures available to it.

No notice of redemption may be given earlier than 90 days prior to the earliest date on which
Mizuho Financial Group would be obligated to pay the additional amounts if a payment in

respect of the Notes were then due. See "Description of the Notes--Optional Tax
Redemption."

Use of Proceeds
We intend to use the net proceeds from the issuance and sale of each series of the Notes to
make a loan that is intended to qualify as Internal TLAC under the Japanese TLAC Standard
to Mizuho Bank. Mizuho Bank will utilize such funds for its general corporate purposes.

Limitation on Actions for Attachment
Each Noteholder acknowledges, accepts, consents and agrees, for a period of 30 days from
and including the date upon which the Prime Minister confirms that specified item 2
measures (tokutei dai nigo sochi), which are the measures set forth in Article 126-2,
Paragraph 1, Item 2 of the Deposit Insurance Act of Japan (Act No. 34 of 1971, as amended)
(the "Deposit Insurance Act") (or any successor provision thereto), need to be applied to us,
not to initiate any action to attach any of our assets, the attachment of which has been
prohibited by designation of the Prime Minister pursuant to Article 126-16 of the Deposit
Insurance Act (or any successor provision thereto). See "Description of the Debt Securities--
Limitation on Actions for Attachment" in the accompanying prospectus.

Permitted Transfer of Assets or Liabilities
Each Noteholder acknowledges, accepts, consents and agrees to any transfer of our assets
(including shares of our subsidiaries) or liabilities, or any portions thereof, with permission
of a Japanese court in accordance with Article 126-13 of the Deposit Insurance Act (or any
successor provision thereto), including any such transfer made pursuant to the authority of
the Deposit Insurance Corporation of Japan (the "Deposit Insurance Corporation") to
represent and manage and dispose of our assets under Article 126-5 of the Deposit Insurance
Act (or any successor provision thereto), and that any such transfer shall not constitute a sale,
assignment, transfer, lease or conveyance restricted under the terms of the Notes as set forth
in "Description of the Debt Securities--Covenants" in the accompanying prospectus. See
"Description of the Debt Securities--Permitted Transfer of Assets or Liabilities" in the
accompanying prospectus.

Limited Right of Set-off
Subject to applicable law, each Noteholder agrees that, by acceptance of any interest in the
Notes, if (a) we shall institute proceedings

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seeking adjudication of bankruptcy or seeking reorganization under the Bankruptcy Act of
Japan (Act No. 75 of 2004, as amended), the Civil Rehabilitation Act of Japan (Act No. 225
of 1999, as amended), the Corporate Reorganization Act of Japan (Act No. 154 of 2002, as
amended), the Companies Act of Japan (Act No. 86 of 2005, as amended; the "Companies
Act") or any other similar applicable law of Japan, and as long as such proceedings shall have
continued, or a decree or order by any court having jurisdiction shall have been issued

adjudging us bankrupt or insolvent or approving a petition seeking reorganization under any
such laws, and as long as such decree or order shall have continued undischarged or
unstayed, or (b) the Prime Minister confirms that specified item 2 measures (tokutei dai nigo
sochi) need to be applied to us, it will not, and waives its right to, exercise, claim or plead
any right of set off, compensation or retention in respect of any amount owed to it by us
arising under, or in connection with, the Notes or the Indenture. See "Description of the Debt
Securities--Limited Rights to Set Off by Holders" in the accompanying prospectus.

Settlement
The Notes of each series will initially be issued to investors only in book-entry form. Fully
registered global notes (the "Global Notes"), without coupons, representing the total
aggregate principal amount of the Notes will be issued and registered in the name of a
nominee for DTC, securities depositary for the Notes. Unless and until the Notes in
definitive certificated form ("Definitive Notes") are issued, the only Noteholder will be the
nominee of DTC, or the nominee of a successor depositary. Except as described in this
prospectus supplement, a beneficial owner of any interest in a Global Note will not be
entitled to receive physical delivery of Definitive Notes.

Accordingly, each beneficial owner of any interest in a Global Note must rely on the

procedures of DTC to exercise any rights under the Notes.
Securities Codes

ISIN:

CUSIP No.:

6-year Notes

US60687YBD04
60687Y BD0
11-year Notes

US60687YBE86
60687Y BE8
Floating Rate Notes

US60687YBC21
60687Y BC2

Governing Law
The Indenture is, and the Notes will be, governed by, and construed in accordance with, the
laws of the State of New York.

Listing and Trading
Approval-in-principle has been received for the listing of, and quotation for, the Notes on
the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any statements
made, opinions expressed or reports contained herein. Admission of the Notes to the Official
List of the SGX-ST is not to be taken as an indication of the merits of the Issuer, its
subsidiaries and associated companies or the Notes.

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So long as the Notes are listed on the SGX-ST and the rules of the SGX-ST so require, in
the event that the Global Note representing such Notes is exchanged for Definitive Notes in
certificated form, the Issuer will appoint and maintain a paying agent in Singapore, where the
Notes may be presented or surrendered for payment or redemption. In addition, in the event
that the Global Note is exchanged for Definitive Notes in certificated form, an announcement

of such exchange shall be made by or on behalf of the Issuer through the SGX-ST and such
announcement will include all material information with respect to the delivery of the
Definitive Notes in certificated form, including details of the paying agent in Singapore. The
Notes will be traded on the SGX-ST in a minimum board lot size of U.S. $200,000 for so
long as such Notes are listed on the SGX-ST and the rules of the SGX-ST so require.
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Document Outline

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