Obligation Mizuho Holdings 2.953% ( US60687YAH27 ) en USD

Mizuho Holdings

100 % ▼

Japon

US60687YAH27 ( en USD )

2.953% par an ( paiement semestriel )

28/02/2022 - Obligation échue

Prospectus brochure de l'obligation Mizuho Financial Group US60687YAH27 en USD 2.953%, échue

200 000 USD

1 500 000 000 USD

60687YAH2

Mizuho Financial Group est un grand conglomérat de services financiers japonais offrant des services bancaires commerciaux et de détail, des services de valeurs mobilières et de gestion d'actifs.

L'Obligation émise par Mizuho Holdings ( Japon ) , en USD, avec le code ISIN US60687YAH27, paye un coupon de 2.953% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/02/2022

L'Obligation émise par Mizuho Holdings ( Japon ) , en USD, avec le code ISIN US60687YAH27, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Mizuho Holdings ( Japon ) , en USD, avec le code ISIN US60687YAH27, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

PROSPECTUS SUPPLEMENT
424B2 1 d328391d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Maximum
Title of Each Class of
Aggregate
Amount of
Securities to be Registered
Offering Price Registration Fee(1)
$1,500,000,000 2.953% Senior Notes due 2022
$
1,500,000,000 $
173,850.00
$500,000,000 3.663% Senior Notes due 2027
$
500,000,000 $
57,950.00
$1,250,000,000 Senior Floating Rate Notes due 2022
$
1,250,000,000 $
144,875.00

(1)
Calculated in accordance with Rule 457(r) of the U.S. Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-213187

PROSPECTUS SUPPLEMENT
(To prospectus dated August 18, 2016)
Mizuho Financial Group, Inc.
$1,500,000,000 2.953% Senior Notes due 2022
$500,000,000 3.663% Senior Notes due 2027
$1,250,000,000 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
$1,500,000,000 of senior notes due February 28, 2022 (the "5-year Notes") and an aggregate principal amount of $500,000,000 of senior notes due February 28, 2027 (the "10-year Notes" and, together with the 5-
year Notes, the "Fixed Rate Notes"). The Fixed Rate Notes will bear interest commencing February 28, 2017 at the per annum rates shown above, payable semi-annually in arrears on February 28 and August 28 of
each year, with the first interest payment to be made on August 28, 2017. The 5-year Notes will mature on February 28, 2022, and the 10-year Notes will mature on February 28, 2027.
Mizuho Financial Group will also issue an aggregate principal amount of $1,250,000,000 of senior floating rate notes due February 28, 2022 (the "Floating Rate Notes," and together with the Fixed Rate
Notes, the "Notes"). The Floating Rate Notes will bear interest commencing February 28, 2017 at a per annum floating rate equal to LIBOR for three-month deposits for U.S. dollars plus 0.94%, reset quarterly,
determined as described herein, and payable quarterly in arrears on February 28, May 28, August 28 and November 28 of each year, with the first interest payment to be made on May 28, 2017. The Floating Rate
Notes will mature on February 28, 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, S.A./N.V. ("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%
$
11,875,000
Proceeds, before expenses, to us(1)

99.650%

99.550%

99.650%
$3,238,125,000

(1) Plus accrued interest from February 28, 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
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PROSPECTUS SUPPLEMENT
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 28, 2017, through the
facilities of DTC and its participants, including Euroclear and Clearstream.

Joint Lead Managers and Joint Bookrunners

Mizuho Securities

Goldman, Sachs & Co.

J.P. Morgan
BofA Merrill Lynch

Citigroup

HSBC
Co-Managers

Barclays

Credit Suisse

UBS Investment Bank
BNP PARIBAS

BNY Mellon Capital Markets, LLC

Capital One Securities
CIBC Capital Markets
Citizens Capital Markets

Crédit Agricole CIB

KKR

Natixis
Société Générale Corporate & Investment Banking

The date of this prospectus supplement is February 22, 2017.
Table of Contents
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-27
Taxation
S-31
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-50
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
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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
Table of Contents
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 as to the accuracy of, any other
information that any other person may give you. We are not making, nor are the

S-ii
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Table of Contents
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
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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
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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
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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 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

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· Mizuho Securities Co., Ltd. ("Mizuho Securities") provides full-line securities services to individuals, corporations, financial

institutions and public sector entities.
We also provide products and services such as those related to trust and custody, asset management, private banking, research services,
information technology-related services and advisory services for financial institutions through various subsidiaries and affiliates. As of
September 30, 2016,

· Mizuho Bank had approximately 24 million individual customers.

· Mizuho Securities had approximately 1.65 million comprehensive securities accounts.

· Mizuho Bank had approximately 100,000 SME borrowers, etc.

· Customers of Mizuho Bank included approximately 70% of all companies listed in Japan.

· We had 115 offices in 38 countries and regions, and approximately 80% of the Forbes Global 200, which represents the top 200

corporations from the Forbes Global 2,000, excluding financial institutions, were customers of Mizuho Bank.
In our efforts to strengthen our profitability, each principal subsidiary leverages its own capabilities while at the same time strengthens
mutual collaboration. We have developed a solid internal control system, including a thorough legal compliance system and advanced risk
control system.
See "Item 4.B. Business Overview" in our annual report for the fiscal year ended March 31, 2016 on Form 20-F, which is incorporated
herein by reference.
As of March 31, 2016, we had total assets of ¥193.8 trillion, total deposits of ¥117.9 trillion and total MHFG shareholders' equity of
¥8.0 trillion. For the fiscal year ended March 31, 2016, we recorded net income attributable to MHFG shareholders of ¥850.5 billion. As of
September 30, 2016, we had total assets of ¥196.0 trillion, total deposits of ¥120.3 trillion and total MHFG shareholders' equity of ¥8.1
trillion. For the six months ended September 30, 2016, we recorded net income attributable to MHFG shareholders of ¥379.6 billion.
Our corporate headquarters are located at 1-5-5 Otemachi, Chiyoda-ku, Tokyo, Japan. Our main telephone number is +81-3-5224-1111,
and our corporate website is https://www.mizuho-fg.com. The information on the website is not incorporated by reference into this prospectus
supplement.

S-1
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THE OFFERING

Issuer
Mizuho Financial Group, Inc.

Notes offered
$1,500,000,000 aggregate principal amount of 2.953% senior notes due February 28,
2022.

$500,000,000 aggregate principal amount of 3.663% senior notes due February 28,

2027.

$1,250,000,000 aggregate principal amount of senior floating rate notes due February

28, 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,

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PROSPECTUS SUPPLEMENT

100.000% for the 10-year Notes, and

100.000% for the Floating Rate Notes,

plus, in each case, accrued interest from February 28, 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 February 28, 2017 at the rate of 2.953% per
annum, payable semi-annually in arrears on February 28 and August 28 of each year,
with the first interest payment to be made on August 28, 2017. Interest on the 5-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).

The 10-year Notes will bear interest from February 28, 2017 at the rate of 3.663% per
annum, payable semi-annually in arrears on February 28 and August 28 of each year,
with the first interest payment to be made on August 28, 2017. Interest on the 10-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).

S-2
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The Floating Rate Notes will bear interest from February 28, 2017 at a floating rate,
payable quarterly in arrears on February 28, May 28, August 28 and November 28 of
each year, with the first interest payment to be made on May 28, 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 0.94%, 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.

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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 this prospectus supplement, and the obligation cannot be avoided by
Mizuho Financial Group taking reasonable measures available to it.

S-3
Table of Contents

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--
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PROSPECTUS SUPPLEMENT
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 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

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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

156766020
US60687YAH27
60687Y AH2
10-year Notes

156765872
US60687YAK55
60687Y AK5
Floating Rate Notes

156766054
US60687YAJ82
60687Y AJ8

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
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PROSPECTUS SUPPLEMENT
Notes in certificated form, the Issuer will appoint and maintain a paying agent in
Singapore, where the Notes may be presented or surrendered for payment or redemption.
In addition, in the event that the Global Note is exchanged for Definitive Notes in
certificated form, an announcement of such exchange shall be made by or on behalf of
the Issuer through the SGX-ST and such announcement will include all material
information with respect to the delivery of the Definitive Notes in certificated form,
including details of the paying agent in Singapore.

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The Notes will be traded on the SGX-ST in a minimum board lot size of U.S.$200,000

for so long as such Notes are listed on the SGX-ST and the rules of the SGX-ST so
require.

Trustee, Paying Agent, Transfer Agent, Registrar and The Bank of New York Mellon
Calculation Agent

Delivery of the Notes
Delivery of the Notes is expected on or about February 28, 2017.

Conflicts of Interest
Mizuho Securities USA Inc. is an affiliate of ours and, as a result, has a "conflict of
interest" under Rule 5121 of the Financial Industry Regulatory Authority, Inc. (FINRA)
("Rule 5121"). Consequently, this offering is being conducted in compliance with the
provisions of Rule 5121. Because this offering is of notes that are rated investment
grade, pursuant to Rule 5121, the appointment of a "qualified independent underwriter"
is not necessary. See "Underwriting (Conflicts of Interest)" beginning on page S-40 of
this prospectus supplement.

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RISK FACTORS
Investing in the Notes involves risks. You should consider carefully the risks relating to the Notes described below, as well as the other
information presented in, or incorporated by reference into, this prospectus supplement and the accompanying prospectus, before you decide
whether to invest in the Notes. If any of these risks actually occurs, our business, financial condition and results of operations could suffer, and the
trading price and liquidity of the Notes offered could decline, in which case you may lose all or part of your investment. The following does not
describe all the risks of an investment in the Notes. Prospective investors should consult their own financial and legal advisers about risks
associated with investment in a particular series of Notes and the suitability of investing in the Notes in light of their particular circumstances.
This prospectus supplement and the accompanying prospectus also contain forward-looking statements that involve risks and uncertainties.
Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including the
risks described below, elsewhere in this prospectus supplement and in "Item 3.D. Key Information--Risk Factors" of our annual report on Form
20-F for the fiscal year ended March 31, 2016, which is incorporated herein by reference.
Risks Related to Our Business
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Document Outline

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