Bond Mizuho Holdings 0% ( US60687YBY41 ) in USD

Mizuho Holdings

100 % ▲

Japan

US60687YBY41 ( in USD )

22/05/2026

Prospectus brochure of the bond Mizuho Financial Group US60687YBY41 en USD 0%, maturity 22/05/2026

200 000 USD

750 000 000 USD

60687YBY4

A- ( Upper medium grade - Investment-grade )

A1 ( Upper medium grade - Investment-grade )

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 US60687YBY41, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 22/05/2026

The Bond issued by Mizuho Holdings ( Japan ) , in USD, with the ISIN code US60687YBY41, 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 US60687YBY41, 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.
U.S.$600,000,000 2.651% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2026
U.S.$500,000,000 3.261% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2030
U.S.$750,000,000 Senior Callable Floating Rate Notes due 2026
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 $600,000,000 of senior callable fixed-to-fixed reset rate notes due May 22, 2026 (the "4-year Notes") and an aggregate principal amount of
$500,000,000 of senior callable fixed-to-fixed reset rate notes due May 22, 2030 (the "8-year Notes" and, together with the 4-year Notes, the "Fixed-to-Fixed Reset Rate
Notes").
The 4-year Notes will bear interest (i) from (and including) February 22, 2022 to (but excluding) May 22, 2025 (the "4-year Notes Reset Date"), at the fixed rate of
2.651% 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, 2022 (there
will therefore be a long first coupon on the 4-year Notes), and (ii) from (and including) the 4-year Notes Reset Date to (but excluding) the maturity date, at a fixed per
annum rate equal to the applicable U.S. Treasury Rate (as defined below) as determined by the Calculation Agent (as defined below) on the 4-year Notes Reset
Determination Date (as defined below) as described under "Description of the Notes--Fixed-to-Fixed Reset Rate Notes--Reset Fixed Rate Period," plus 0.90%, payable
semi-annually in arrears on November 22, 2025 and May 22, 2026. The 4-year Notes will mature on May 22, 2026.
The 8-year Notes will bear interest (i) from (and including) February 22, 2022 to (but excluding) May 22, 2029 (the "8-year Notes Reset Date"), at the fixed rate of
3.261% 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, 2022 (there
will therefore be a long first coupon on the 8-year Notes), and (ii) from (and including) the 8-year Notes Reset Date 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 8-year Notes Reset Determination Date (as defined below) as
described under "Description of the Notes--Fixed-to-Fixed Reset Rate Notes--Reset Fixed Rate Period," plus 1.25%, payable semi-annually in arrears on November 22,
2029 and May 22, 2030. The 8-year Notes will mature on May 22, 2030.
Mizuho Financial Group will also issue an aggregate principal amount of $750,000,000 of senior callable floating rate notes due May 22, 2026 (the "Floating Rate
Notes" and, together with the Fixed-to-Fixed Reset Rate Notes, the "Notes"). The Floating Rate Notes will bear interest commencing February 22, 2022 at a floating per
annum rate equal to Compounded Daily SOFR (as defined below), plus 0.96%, determined as described under "Description of the Notes--Floating Rate Notes," payable
quarterly in arrears on February 22, May 22, August 22 and November 22 of each year, beginning on May 22, 2022, subject to adjustments. The Floating Rate Notes will
mature on May 22, 2026.
Mizuho Financial Group may redeem, at its option, each series of the Notes, 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.
The net proceeds from the issuance and sale of each series of the 4-year Notes and the Floating Rate Notes will be used to make a loan to Mizuho Bank (as defined
below), which intends to utilize such funds for its general corporate purposes. The net proceeds from the issuance and sale of the 8-year Notes will be used to make a loan
to Mizuho Bank, which intends to utilize such funds to finance and/or refinance, in whole or in part, certain Eligible Green Projects (as defined below). See "Use of
Proceeds."
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-11 of this prospectus supplement before making any decision to invest in the Notes.
Per
Per
Per
4-year Note
8-year Note
Floating Rate Note
Total
Public offering price(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.000%
100.000%
100.000%
$1,850,000,000
Underwriting commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.250%
0.400%
0.250%
$
5,375,000
Proceeds, before expenses, to us(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.750%
99.600%
99.750%
$1,844,625,000
(1) Plus accrued interest from February 22, 2022, 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, 2022, through the facilities of DTC and its participants, including Euroclear and Clearstream.
Joint Lead Managers and Joint Bookrunners
Mizuho Securities
BofA Securities
Joint Lead Managers
Citigroup
J.P. Morgan
Senior Co-Managers
ING
Natixis
BNY Mellon Capital Markets, LLC
Co-Managers
Daiwa Capital Markets
Academy Securities
Bank of China
CIBC Capital Markets
Citizens Capital Markets
Goldman Sachs & Co. LLC
Bank of Ireland
KKR
Loop Capital Markets
Mischler Financial Group, Inc.
R. Seelaus & Co., LLC
Ramirez & Co., Inc.
Shinhan GIB
Siebert Williams Shank
The date of this prospectus supplement is February 16, 2022.

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-5
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-11
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-24
Capitalization and Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-28
Selected Financial and Other Information (U.S. GAAP) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-29
Supplemental Financial and Other Information (Japanese GAAP) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-32
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-43
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-56
Certain ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-64
Underwriting (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-66
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-73
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-73
Incorporation by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-74
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 11 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 11 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% (15% on or after January 1, 2038) 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.
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
S-ii

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"); or (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. 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 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 (Conflicts of Interest)--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, 2021 on Form 20-F, which is incorporated herein by reference.
As of March 31, 2021, we had total assets of ¥221.7 trillion, total deposits of ¥151.0 trillion and total
MHFG shareholders' equity of ¥9.1 trillion. As of September 30, 2021, we had total assets of ¥222.8 trillion,
total deposits of ¥149.0 trillion and total MHFG shareholders' equity of ¥9.3 trillion. For the six months ended
September 30, 2021, we recorded net income attributable to MHFG shareholders of ¥312.7 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.
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Recent Developments and Outlook
The effects of the outbreak 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,
2021, resulting in an increase in credit-related costs to ¥204.9 billion (including approximately ¥72.3 billion of
additional reserves recorded from a forward-looking perspective), an increase of ¥33.2 billion from the previous
fiscal year (based on Japanese GAAP). The increase in credit-related costs was due mainly to the prolonged
effects of the outbreak of the COVID-19 pandemic. 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 most
recent annual report on Form 20-F filed with the SEC and "Recent Developments--Operating Environment" in
our current report on Form 6-K, dated December 27, 2021, as amended on Form 6-K/A, dated December 29,
2021, each of which is incorporated by reference herein. For the nine months ended December 31, 2021, credit-
related costs were ¥147.9 billion as compared to ¥98.1 billion for the same period in the previous fiscal year
(based on Japanese GAAP). The increase was primarily due to the recording by Mizuho Bank of a provision for
specific reserve for possible losses on loans of ¥265.0 billion, almost all of which was due to a deterioration,
during the three months ended December 31, 2021, of the credit quality of a corporate borrower that has been
experiencing financial distress. For more information, please refer to our current report on Form 6-K, dated
February 2, 2022, containing our financial condition and results of operations, presented under Japanese GAAP,
as of and for the nine months ended December 31, 2021, which is incorporated by reference herein.
As for the fiscal year ending March 31, 2022 and beyond, there can be no assurance that we will not incur
significant additional credit-related costs as a result of the effect of developments related to the COVID-19
pandemic, heightening geopolitical tensions, tightening governmental monetary policies and other factors that
may impact the credit quality of this and other borrowers.
Although vaccine rollouts and easing pandemic-related restrictions contributed to a recovery in the Japanese
economy during the first half of the fiscal year ending March 31, 2022, we anticipate a resurgence in domestic
infection rates during 2022, as illustrated by recent increases in infections as a result of the "Omicron" variant. In
addition, we expect multiple factors to contribute to downward pressure on corporate earnings, including the
continuing semiconductor shortage, restrictions on procurement from the ASEAN region, increasing energy
prices and a delayed recovery for private consumption levels. Depending on the severity of these impacts, the
negative impacts of the COVID-19 pandemic on economic activity in 2022 could be significant. The full extent
to which COVID-19 impacts our business, clients and borrowers will depend on future developments, which are
highly uncertain and cannot be predicted.
Our Common Equity Tier 1 capital ratio as of March 31, 2021 improved to 9.1% (on a fully-effective basis
under the Basel III finalization framework, excluding net unrealized gains/losses on other securities, as described
in more detail in notes 12 and 13 to "Supplemental Financial and Other Information (Japanese GAAP)--Selected
Consolidated Financial Data for Mizuho Group" of this prospectus supplement), reaching our target level range,
and further improved to 9.5% as of December 31, 2021. We expect that our Common Equity Tier 1 capital ratio
will stay at the same level or slightly decline during the remainder of the fiscal year ending March 31, 2022. In
the event that the continuing effects of the outbreak of the COVID-19 pandemic are more significant than our
management's current expectations, there may be downward pressure on our capital adequacy ratios. However,
even under such circumstances where we may experience a deterioration in net income, we expect that our
Common Equity Tier 1 capital ratio would likely remain within the target level range.
The outlook for the fiscal year ending March 31, 2022 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
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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, 2022 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 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.
Our current expectations of the effects of the outbreak 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 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 effects of
the outbreak 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 effects of the outbreak 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.
Information Systems Incidents
In February, March, August and September 2021, there were several system failure incidents at Mizuho
Bank that resulted in aborted customer transactions across our network in Japan, including ATM and internet
banking transactions and foreign exchange remittances. As a result of the system failure that occurred on
September 30, 2021, certain confirmation obligations required of banks in connection with certain banking
transactions under the Foreign Exchange and Foreign Trade Act of Japan were not adequately performed. These
incidents are described in our Form 6-K filed on November 26, 2021 under the heading "Reference: Outline of
the system failures that occurred between February 28 and September 30, 2021," which is incorporated by
reference in this prospectus supplement. In addition, on December 30, 2021 and January 11, 2022, there were
delays with respect to inter-bank transfers and certain functions for our online banking website, and on
February 11, 2022, certain ATMs in our network experienced technical issues and service interruptions for
several hours.
In September and November 2021, the Financial Services Agency of Japan (the "FSA") issued business
improvement orders to us and Mizuho Bank that required us, among other matters, to formulate and implement
business improvement plans in response to these incidents, which we submitted in January 2022.
In November 2021, the Ministry of Finance of Japan issued a corrective action order to Mizuho Bank in
connection with its failure to adequately perform its confirmation obligations set forth above, and Mizuho Bank
has submitted a report to the Ministry of Finance of Japan.
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In connection with these incidents, certain of our executive officers have resigned or are scheduled to resign
as of April 1, 2022, and Masahiro Kihara became our President and Group CEO on February 1, 2022.
See "Item 3.D. Key Information--Risk Factors--Problems relating to our information technology (IT)
systems could significantly disrupt our business operations," and "Item 4.B. Information on the Company--
Business Overview--General--Investigations into Incidents of System Failure and Measures to Prevent Further
Incidents" in our most recent annual report on Form 20-F, which is incorporated by reference in this prospectus
supplement. See also our current reports on Form 6-K, dated September 22, October 6, November 26 and
December 17, 2021 and January 18, 2022, which are incorporated by reference into this prospectus supplement.
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