Bond Mizuho Holdings 3.17% ( US60687YAM12 ) in USD

Mizuho Holdings

97.522 % ▲

Japan

US60687YAM12 ( in USD )

3.17% per year ( payment 2 times a year)

11/09/2027

Prospectus brochure of the bond Mizuho Financial Group US60687YAM12 en USD 3.17%, maturity 11/09/2027

200 000 USD

1 100 000 000 USD

60687YAM1

A- ( Upper medium grade - Investment-grade )

A1 ( Upper medium grade - Investment-grade )

11/09/2025 ( In 55 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 US60687YAM12, pays a coupon of 3.17% per year.
The coupons are paid 2 times per year and the Bond maturity is 11/09/2027

The Bond issued by Mizuho Holdings ( Japan ) , in USD, with the ISIN code US60687YAM12, 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 US60687YAM12, was rated A- ( Upper medium grade - Investment-grade ) 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 2.601% Senior Notes Due 2022
$1,100,000,000 3.170% Senior Notes Due 2027
$1,150,000,000 Senior Floating Rate Notes Due 2022
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 notes due 2022 (the "5-year Notes") and an aggregate principal
amount of $1,100,000,000 of senior notes due 2027 (the "10-year Notes" and, together with the 5-year Notes, the "Fixed Rate Notes"). The Fixed
Rate Notes will bear interest commencing September 11, 2017 at the per annum rates shown above, payable semi-annually in arrears on March 11
and September 11 of each year, with the first interest payment to be made on March 11, 2018. The 5-year Notes will mature on September 11, 2022
and the 10-year Notes will mature on September 11, 2027.
Mizuho Financial Group will also issue an aggregate principal amount of $1,150,000,000 of senior floating rate notes due 2022 (the "Floating
Rate Notes," and together with the Fixed Rate Notes, the "Notes"). The Floating Rate Notes will bear interest commencing September 11, 2017 at a
per annum floating rate equal to LIBOR for three-month deposits for U.S. dollars plus 0.88%, reset quarterly, determined as described herein, and
payable quarterly in arrears on March 11, June 11, September 11 and December 11 of each year, with the first interest payment to be made on
December 11, 2017. The Floating Rate Notes will mature on September 11, 2022.
The Notes are not redeemable prior to maturity, except that Mizuho Financial Group may at its option redeem the Notes 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 are intended to be qualified as total loss-absorbing capacity ("TLAC") debt upon the implementation of applicable
TLAC regulations in Japan. 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-7 of this prospectus supplement before
making any decision to invest in the Notes.
Per 5-year
Per 10-year
Per Floating
Note
Note
Rate Note
Total
Public offering price(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.000%
100.000%
100.000%
$3,250,000,000
Underwriting commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.350%
0.450%
0.350%
$
12,475,000
Proceeds, before expenses, to us(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.650%
99.550%
99.650%
$3,237,525,000
(1) Plus accrued interest from September 11, 2017, 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 September 11, 2017, through the facilities of DTC and
its participants, including Euroclear and Clearstream.
Joint Lead Managers and Joint Bookrunners
Mizuho Securities
Goldman Sachs & Co. LLC
J.P. Morgan
BofA Merrill Lynch
Citigroup
Co-Managers
HSBC
Deutsche Bank Securities
Cre´dit Agricole CIB
Credit Suisse
Socie´te´ Ge´ne´rale Corporate & Investment Banking
UBS Investment Bank
BNY Mellon Capital Markets, LLC
CIBC Capital Markets
Citizens Capital Markets
KKR
Natixis
The date of this prospectus supplement is September 5, 2017.

TABLE OF CONTENTS
Prospectus Supplement
Page
About This Prospectus Supplement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-ii
Cautionary Statement Regarding Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-iii
Presentation of Financial and Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-iii
Prospectus Supplement Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-1
The Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-2
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-7
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-13
Exchange Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-14
Capitalization and Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-15
Selected Financial and Other Information (U.S. GAAP) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-16
Supplemental Financial and Other Information (Japanese GAAP) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-18
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-26
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-30
Certain ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-38
Underwriting (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-40
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-47
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-47
Incorporation by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-48
Ratio of Earnings to Fixed Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-49
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

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.
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
S-ii

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.
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.
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, Ltd. ("Mizuho Bank") upon the merger. In this prospectus supplement, "Mizuho Bank" refers to
the post-merger entity, while "the former Mizuho Bank" and "the former Mizuho Corporate Bank" refer to the
S-iii

former Mizuho Bank and the former Mizuho Corporate Bank, respectively. Similarly, "our principal banking
subsidiaries," when addressing periods or points in time before the merger date, refer to the former Mizuho Bank,
the former Mizuho Corporate Bank and Mizuho Trust & Banking Co., Ltd. ("Mizuho Trust & Banking"), unless
otherwise noted. When addressing periods or points of time on or after the merger date, "our principal banking
subsidiaries" refer to Mizuho Bank and Mizuho Trust & Banking.
Where indicated, we present financial and other information for Mizuho Bank as of and for the fiscal year
ended March 31, 2014, which includes the operations of the former Mizuho Corporate Bank for the three months
ended June 30, 2013 and the combined operations of the former Mizuho Bank and the former Mizuho Corporate
Bank subsequent to the merger on July 1, 2013. The information as of and for the fiscal year ended March 31,
2014 for Mizuho Bank is presented together with the information for the former Mizuho Corporate Bank as of
and for the periods prior to June 30, 2013 which did not include operations of the former Mizuho Bank. As a
result, data for Mizuho Bank as of and for the fiscal year ended March 31, 2014 is not directly comparable to data
from corresponding dates or periods in other years.
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" and
"$" refer to the lawful currency of the United States 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-iv

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 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 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, 2017, Mizuho Bank had approximately 24 million individual customers.
·
As of March 31, 2017, Mizuho Securities had approximately 1.7 million comprehensive securities
accounts.
·
As of March 31, 2017, Mizuho Bank had approximately 100,000 SME borrowers, etc.
·
As of March 31, 2017, customers of Mizuho Bank included approximately 70% of all companies listed
in Japan.
·
As of March 31, 2017, approximately 80% of the Forbes Global 200, which represents the top 200
corporations from the Forbes Global 2000, excluding financial institutions, were customers of Mizuho
Bank.
·
As of June 30, 2017, we had 115 offices in 38 countries and regions.
See "Item 4.B. Information on the Company--Business Overview" in our annual report for the fiscal year
ended March 31, 2017 on Form 20-F, which is incorporated herein by reference.
As of March 31, 2017, we had total assets of ¥200.5 trillion, total deposits of ¥131.2 trillion and total
MHFG shareholders' equity of ¥8.3 trillion. For the fiscal year ended March 31, 2017, we recorded net income
attributable to MHFG shareholders of ¥362.4 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.
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THE OFFERING
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mizuho Financial Group, Inc.
Notes offered . . . . . . . . . . . . . . . . . . . . . . $1,000,000,000 aggregate principal amount of 2.601% senior notes
due September 11, 2022.
$1,100,000,000 aggregate principal amount of 3.170% senior notes
due September 11, 2027.
$1,150,000,000 aggregate principal amount of senior floating rate
notes due September 11, 2022.
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 5-year Notes,
100.000% for the 10-year Notes, and
100.000% for the Floating Rate Notes,
plus, in each case, accrued interest from September 11, 2017, 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . The 5-year Notes will bear interest from September 11, 2017 at the
rate of 2.601% per annum, payable semi-annually in arrears on
March 11 and September 11 of each year, with the first interest
payment to be made on March 11, 2018.
The 10-year Notes will bear interest from September 11, 2017 at the
rate of 3.170% per annum, payable semi-annually in arrears on
March 11 and September 11 of each year, with the first interest
payment to be made on March 11, 2018.
Interest on the Fixed Rate 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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The Floating Rate Notes will bear interest from September 11, 2017
at a floating rate, payable quarterly in arrears on March 11, June 11,
September 11 and December 11 of each year, with the first interest
payment to be made on December 11, 2017. The interest rate on the
Floating Rate Notes for each interest period will be a per annum rate
equal to LIBOR for three-month deposits in U.S. dollars plus 0.88%,
reset quarterly, determined as described under "Description of the
Debt Securities--Interest on the Floating Rate Notes" in the
accompanying prospectus. Interest on the Floating Rate Notes will be
computed on an actual/360 basis and rounding the resulting figure to
the nearest cent (half a cent being rounded upwards).
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 indenture dated September 13, 2016 between Mizuho
Financial Group and The Bank of New York Mellon, as trustee (the
"Indenture").
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 Japan's Financial Services Agency (the "FSA") (if
and to the extent required under the then 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 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
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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 to Mizuho Bank, which 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 Notes--Limitation on Actions for Attachment."
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 Notes--Permitted Transfer of Assets or
Liabilities."
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
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
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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 Notes--Limited Rights to Set Off by Holders."
Settlement . . . . . . . . . . . . . . . . . . . . . . . . The Notes 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 . . . . . . . . . . . . . . . . . . .
Common Code:
ISIN:
CUSIP No.:
5-year Notes . . . . . . . . 167539785 US60687YAL39 60687Y AL3
10-year Notes . . . . . . . 167539866 US60687YAM12 60687Y AM1
Floating Rate Notes . . 167539998 US60687YAN94 60687Y AN9
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.
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
S-5