Bond Mizuho Holdings 1.234% ( US60687YBP34 ) in USD

Mizuho Holdings

97.178 % ▲

Japan

US60687YBP34 ( in USD )

1.234% per year ( payment 2 times a year)

21/05/2027

Prospectus brochure of the bond Mizuho Financial Group US60687YBP34 en USD 1.234%, maturity 21/05/2027

60687YBP3

A- ( Upper medium grade - Investment-grade )

A1 ( Upper medium grade - Investment-grade )

22/11/2025 ( In 127 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 US60687YBP34, pays a coupon of 1.234% per year.
The coupons are paid 2 times per year and the Bond maturity is 21/05/2027

The Bond issued by Mizuho Holdings ( Japan ) , in USD, with the ISIN code US60687YBP34, 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 US60687YBP34, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

PROSPECTUS SUPPLEMENT
(To prospectus dated August 19, 2019)
Mizuho Financial Group, Inc.
$1,400,000,000 1.234% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2027
$600,000,000 2.172% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2032
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 $1,400,000,000 of senior callable fixed-to-fixed reset rate notes due May 22, 2027 (the "6-
year Notes") and an aggregate principal amount of $600,000,000 of senior callable fixed-to-fixed reset rate notes due May 22, 2032 (the "11-year
Notes" and, together with the 6-year Notes, the "Notes").
The 6-year Notes will bear interest (i) from (and including) February 22, 2021 to (but excluding) May 22, 2026, at the fixed rate of 1.234% per
annum, payable semi-annually in arrears on May 22 and November 22 of each year, with the first interest payment to be made on November 22, 2021
(there will therefore be a long first coupon on the 6-year Notes), and (ii) from (and including) May 22, 2026 to (but excluding) the maturity date, at a
fixed per annum rate equal to the applicable U.S. Treasury Rate (as defined herein) as determined by the Calculation Agent (as defined herein) on the
6-year Notes Reset Determination Date (as defined herein) as described under "Description of the Notes--Reset Fixed Rate Period," plus 0.67%,
payable semi-annually in arrears on November 22, 2026 and May 22, 2027. The 6-year Notes will mature on May 22, 2027.
The 11-year Notes will bear interest (i) from (and including) February 22, 2021 to (but excluding) May 22, 2031, at the fixed rate of 2.172% per
annum, payable semi-annually in arrears on May 22 and November 22 of each year, with the first interest payment to be made on November 22, 2021
(there will therefore be a long first coupon on the 11-year Notes), and (ii) from (and including) May 22, 2031 to (but excluding) the maturity date, at a
fixed per annum rate equal to the applicable U.S. Treasury Rate as determined by the Calculation Agent on the 11-year Notes Reset Determination
Date (as defined herein) as described under "Description of the Notes--Reset Fixed Rate Period," plus 0.87%, payable semi-annually in arrears on
November 22, 2031 and May 22, 2032. The 11-year Notes will mature on May 22, 2032.
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, subject to certain conditions. 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." Each series of the Notes
will not be subject to any sinking fund. 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 herein). 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 Note
Per 11-year Note
Total
Public offering price(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.000%
100.000%
$2,000,000,000
Underwriting commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.350%
0.450%
$
7,600,000
Proceeds, before expenses, to us(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.650%
99.550%
$1,992,400,000
(1) Plus accrued interest from February 22, 2021, 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 February 22, 2021, through the facilities of DTC and its
participants, including Euroclear and Clearstream.
Joint Lead Managers and Joint Bookrunners
Mizuho Securities
BofA Securities
J.P. Morgan
Joint Lead Manager
Goldman Sachs & Co. LLC
Senior Co-Managers
Citigroup
Cre´dit Agricole CIB
Natixis
Co-Managers
Daiwa Capital Markets
Socie´te´ Ge´ne´rale Corporate &
Academy Securities
Barclays
Investment Banking
BNY Mellon Capital Markets, LLC
CastleOak Securities, L.P.
CIBC Capital Markets
Citizens Capital Markets
KKR
Lloyds Securities
Loop Capital Markets
R. Seelaus & Co., LLC
Ramirez & Co., Inc.
Siebert Williams Shank
The date of this prospectus supplement is February 16, 2021.

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-4
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-9
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-16
Capitalization and Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-17
Selected Financial and Other Information (U.S. GAAP) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-18
Supplemental Financial and Other Information (Japanese GAAP) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-20
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-24
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-31
Certain Erisa Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-39
Underwriting (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-41
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-49
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-49
Incorporation By Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-50
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
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, a Japanese financial institution or a Japanese 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 (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 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 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
PROHIBITION OF SALES TO 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 United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); (ii) a customer within the
meaning of the provisions of the Financial Services and Markets Act 2000 ("FSMA") and any rules or
regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify
as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of
domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU)
2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document
required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK
PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the
UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any
retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
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."
This prospectus supplement is being distributed only to and is directed only at persons located outside the
UK or in the UK to (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.
Singapore
SINGAPORE SFA PRODUCT CLASSIFICATION: Solely in connection with its obligations under
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) of the
classification of the Notes as 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 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

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.
See "Item 4.B. Information on the Company--Business Overview" in our annual report for the fiscal year
ended March 31, 2020 on Form 20-F, which is incorporated herein by reference.
As of March 31, 2020, we had total assets of ¥211.2 trillion, total deposits of ¥144.9 trillion and total
MHFG shareholders' equity of ¥8.5 trillion. For the fiscal year ended March 31, 2020, we recorded net income
attributable to MHFG shareholders of ¥150.2 billion. As of September 30, 2020, we had total assets of ¥217.6
trillion, total deposits of ¥149.3 trillion and total MHFG shareholders' equity of ¥8.7 trillion. For the six months
ended September 30, 2020, we recorded net income attributable to MHFG shareholders of ¥315.9 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.mizuhogroup.com. The information on the
website is not incorporated by reference into this prospectus supplement.
Recent Developments and Outlook
Impact of the COVID-19 Pandemic
The ongoing COVID-19 pandemic has put pressure on the global economy, including Japan. This
challenging market environment adversely affected our financial results for the fiscal year ended March 31,
2020, resulting in a significant increase in credit-related costs to ¥171.7 billion, an increase of ¥152.1 billion
from the previous fiscal year, as well as an increase in impairment losses related to Japanese stocks (based on
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Japanese GAAP). The increase in credit-related costs was due mainly to the impact of the COVID-19 pandemic,
including approximately ¥80.4 billion of additional reserves recorded from a forward-looking perspective (based
on Japanese GAAP). For more information related to the impact that the COVID-19 pandemic has had on our
business, refer to "Item 3.D. Key Information--Risk Factors" in our annual report on Form 20-F filed with the
SEC on July 2, 2020 and "Recent Developments--Operating Environment" in our current report on Form 6-K,
dated December 28, 2020, as amended on Form 6-K/A dated January 14, 2021, each of which is incorporated by
reference herein.
We currently expect that the COVID-19 pandemic will continue to have a negative impact on our
consolidated earnings and profitability through the fiscal year ending March 31, 2022 and beyond based on
management's expectation that the COVID-19 pandemic will have a prolonged impact on the global economy,
with the recovery from such impact expected to be sluggish until the first half of 2022 or later. The extent to
which COVID-19 impacts our business, client and borrowers will depend on future developments, which are
highly uncertain and cannot be predicted. Among many potential factors from the COVID-19 pandemic that may
impact negatively our future results of operations, there is a high likelihood that credit-related costs for the fiscal
year ending March 31, 2021 (based on Japanese GAAP) will be even larger than those in the fiscal year ended
March 31, 2020. For the nine months ended December 31, 2020, credit-related costs increased to ¥98.1 billion
(including approximately ¥37.5 billion of additional reserves recorded from a forward-looking perspective), an
increase of ¥73.7 billion from the same period in the previous fiscal year (based on Japanese GAAP). For more
information, please refer to our current report on Form 6-K, dated February 1, 2021, containing our financial
condition and results of operations, presented under Japanese GAAP, as of and for the nine months ended
December 31, 2020, which is incorporated by reference herein.
We also expect a temporary increase in risk-weighted assets as a result of downgrades in borrowers' credit
ratings and an increase in loans to support our customers with liquidity needs, which would apply downward
pressure on our Common Equity Tier 1 capital ratio and other capital adequacy ratios, and that such impact will
recede gradually as the economic environment recovers from the effects of the COVID-19 pandemic. During the
nine months ended December 31, 2020, we implemented measures to control risk-weighted assets, such as
optimizing market-related assets and refinements in risk measurement methodology, that had the effect of
counteracting the downward pressure on our Common Equity Tier 1 capital ratio.
The outlook for the fiscal year ending March 31, 2021 set forth above is based on earnings estimates that we
prepared under Japanese GAAP, which is the basis of accounting that we use for financial reporting purposes in
Japan and Japanese bank regulatory purposes. We do not prepare estimates of our results of operations based on
U.S. GAAP, and it is uncertain whether our outlook for the fiscal year ending March 31, 2021 would be
substantially different if it had been based on U.S. 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 annual report on Form 20-F filed with the SEC on July 2, 2020 and Note 2 "Issued
accounting pronouncements" for information related to ASU No.2016-13, "Financial Instruments--Credit Losses
(Topic 326)--Measurement of Credit Losses on Financial Instruments" in our current report on Form 6-K, dated
December 28, 2020, as amended on Form 6-K/A dated January 14, 2021. 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.
Our current expectations of the impact of the COVID-19 pandemic are forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such forward-looking
statements are based on management's current views with respect to future events and are subject to risks,
uncertainties and assumptions. The forward-looking statements are based on specific estimates, judgments and
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assumptions, including prospective assumptions about the operating environment, macroeconomic conditions
and the financial and operating conditions of our customers and counterparties. Due to the significant risks and
uncertainties associated with these estimates, judgments and assumptions, as well as the continuously evolving
nature of the COVID-19 pandemic, there can be no assurance that the actual impact of the COVID-19 pandemic
on our financial condition, results of operations and capital adequacy ratios will be in line with our estimates or
current expectations. We expressly disclaim any obligation or undertaking to release any update or revision to
any forward-looking statement contained herein to reflect any change in our expectations with regard thereto or
any change in events, conditions or circumstances on which any statement is based.
See "Cautionary Statement Regarding Forward-Looking Statements" and "Item 3.D. Key Information--
Risk Factors" in our most recent annual report on Form 20-F filed with the SEC for a further discussion of risks
and uncertainties, including risks specifically related to the impact of the COVID-19 pandemic on our business,
financial condition and results of operations, and other factors that could cause actual results to differ materially
because of those risks and uncertainties.
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THE OFFERING
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mizuho Financial Group, Inc.
Notes Offered . . . . . . . . . . . . . . . . . . . . . $1,400,000,000 aggregate principal amount of 1.234% senior callable
fixed-to-fixed reset rate notes due May 22, 2027.
$600,000,000 aggregate principal amount of 2.172% senior callable
fixed-to-fixed reset rate notes due May 22, 2032.
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, and
100.000% for the 11-year Notes,
plus, in each case, accrued interest from February 22, 2021, 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 . . . . . . . . . . From (and including) February 22, 2021 to (but excluding) the
May 22, 2026, the 6-year Notes will bear interest at the fixed rate of
1.234% per annum, payable semi-annually in arrears on May 22 and
November 22 of each year, with the first interest payment to be made
on November 22, 2021. There will therefore be a long first coupon on
the 6-year Notes.
From (and including) May 22, 2026 to (but excluding) May 22, 2027,
the 6-year Notes will bear interest at a fixed per annum rate equal to
the applicable U.S. Treasury Rate as determined by the Calculation
Agent on the 6-year Notes Reset Determination Date as described
under "Description of the Notes--Reset Fixed Rate Period," plus
0.67%, payable semi-annually in arrears on November 22, 2026 and
May 22, 2027.
See "Description of the Notes."
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).
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