Obligation Mizuh? Financial Group Inc. 2.201% ( US60687YBH18 ) en USD

Mizuh? Financial Group Inc.

86.604 % ▼

Japon

US60687YBH18 ( en USD )

2.201% par an ( paiement semestriel )

09/07/2031

Prospectus brochure de l'obligation Mizuho Financial Group Inc US60687YBH18 en USD 2.201%, échéance 09/07/2031

200 000 USD

1 000 000 000 USD

60687YBH1

A- ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

10/07/2026 ( Dans 118 jours )

Mizuho Financial Group Inc. est une société holding financière japonaise offrant une large gamme de services financiers, incluant des services bancaires de détail et de gros, des services de marché des capitaux, et la gestion d'actifs.

Le Mizuho Financial Group Inc, une institution financière d'envergure basée au Japon et figurant parmi les plus grandes banques du pays, a émis une obligation identifiable par le code ISIN US60687YBH18 (Code CUSIP : 60687YBH1), un titre de dette qui s'échange actuellement sur le marché à 86,604% de sa valeur nominale en dollars américains, offrant un taux d'intérêt de 2,201% sur une émission totale de 1 000 000 000 USD dont la coupure minimale à l'achat est de 200 000 USD, dont la maturité est fixée au 9 juillet 2031 avec une fréquence de paiements semestrielle, et qui bénéficie d'une solide notation de crédit, étant évaluée A- par Standard & Poor's et A1 par Moody's.

CALCULATION OF REGISTRATION FEE
Maximum
Title of Each Class of
Aggregate
Amount of
Securities to be Registered
Offering Price
Registration Fee(1)
$1,100,000,000 1.241% Senior Fixed-to-Floating Rate Notes due 2024 . . .
$1,100,000,000
$142,780.00
$1,000,000,000 2.201% Senior Fixed-to-Floating Rate Notes due 2031 . . .
$1,000,000,000
$129,800.00
$400,000,000 Senior Floating Rate Notes due 2024 . . . . . . . . . . . . . . . . . . .
$400,000,000
$51,920.00
(1) Calculated in accordance with Rule 457(r) of the U.S. Securities Act of 1933, as amended.

PROSPECTUS SUPPLEMENT
(To prospectus dated August 19, 2019)
Mizuho Financial Group, Inc.
$1,100,000,000 1.241% Senior Fixed-to-Floating Rate Notes due 2024
$1,000,000,000 2.201% Senior Fixed-to-Floating Rate Notes due 2031
$400,000,000 Senior Floating Rate Notes due 2024
Mizuho Financial Group, Inc., a joint stock corporation incorporated with limited liability under the laws of Japan ("Mizuho Financial Group" or the "Issuer"),
will issue an aggregate principal amount of $1,100,000,000 of senior fixed-to-floating rate notes due July 10, 2024 (the "4-year Notes") and an aggregate principal
amount of $1,000,000,000 of senior fixed-to-floating rate notes due July 10, 2031 (the "11-year Notes" and, together with the 4-year Notes, the "Fixed-to-Floating
Rate Notes").
The 4-year Notes will bear interest (i) commencing July 10, 2020 to, but excluding, July 10, 2023 (the "4-year Notes Fixed Rate Period"), at the fixed rate of
1.241% per annum, payable semi-annually in arrears on January 10 and July 10 of each year, with the first fixed rate interest payment to be made on January 10, 2021
and (ii) from and including July 10, 2023 to, but excluding, July 10, 2024 (the "4-year Notes Floating Rate Period"), at a per annum floating rate equal to a benchmark
rate (which will initially be LIBOR for three-month deposits for U.S. dollars ("three-month U.S. dollar LIBOR")) plus 0.99%, reset quarterly, determined as described
under "Description of the Notes--Floating Rate Interest" in this prospectus supplement, payable quarterly in arrears on October 10 of 2023 and January 10, April 10
and July 10 of 2024. The 4-year Notes will mature on July 10, 2024.
The 11-year Notes will bear interest (i) commencing July 10, 2020 to, but excluding, July 10, 2030 (the "11-year Notes Fixed Rate Period"), at the fixed rate of
2.201% per annum, payable semi-annually in arrears on January 10 and July 10 of each year, with the first fixed rate interest payment to be made on January 10, 2021
and (ii) from and including July 10, 2030, but excluding, July 10, 2031 (the "11-year Notes Floating Rate Period"), at a per annum floating rate equal to a benchmark rate
(which will initially be three-month U.S. dollar LIBOR) plus 1.51%, reset quarterly, determined as described under "Description of the Notes--Floating Rate Interest" in
this prospectus supplement, payable quarterly in arrears on October 10 of 2030 and January 10, April 10 and July 10 of 2031. The 11-year Notes will mature on July 10,
2031.
Mizuho Financial Group will also issue an aggregate principal amount of $400,000,000 of senior floating rate notes due July 10, 2024 (the "Floating Rate Notes,"
and together with the Fixed-to-Floating Rate Notes, the "Notes"). The Floating Rate Notes will bear interest commencing July 10, 2020 at a per annum floating rate
equal to a benchmark rate (which will initially be three-month U.S. dollar LIBOR) plus 0.99%, reset quarterly, determined as described under "Description of the
Notes--Floating Rate Interest" in this prospectus supplement, payable quarterly in arrears on January 10, April 10, July 10 and October 10 of each year, beginning on
October 10, 2020. The Floating Rate Notes will mature on July 10, 2024.
Mizuho Financial Group may redeem, at its option, the Notes of each series, in whole, but not in part, on the date that is one year prior to the maturity date of
such series of Notes, at the applicable redemption price. See "Description of Notes--Optional Redemption." In addition, Mizuho Financial Group may at its option
redeem the Notes of each series, in whole, but not in part, upon the occurrence of certain changes in Japanese tax law, subject to certain conditions. See "Description
of the Notes--Optional Tax Redemption." The Notes will not be subject to any sinking fund. Each series of the Notes will be represented by one or more global notes
deposited with a custodian for and registered in the name of a nominee of The Depository Trust Company ("DTC"), as depositary. Beneficial interests in the Notes
will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its direct and indirect participants, including Euroclear Bank
SA/NV ("Euroclear"), and Clearstream Banking S.A. ("Clearstream"). The Notes will be issued only in registered form in minimum denominations of $200,000 and
integral multiples of $1,000 in excess thereof.
Each series of the Notes is intended to qualify as external total loss-absorbing capacity ("TLAC") debt under the Japanese TLAC Standard (as defined below).
The Notes will be Mizuho Financial Group's direct, unconditional, unsubordinated and unsecured obligations and rank pari passu and without preference among
themselves and with all other unsecured obligations, other than subordinated obligations of Mizuho Financial Group (except for statutorily preferred exceptions) from
time to time outstanding. See also "Risk Factors--Risks Relating to the Notes--The Notes will be structurally subordinated to the liabilities of our subsidiaries,
including Mizuho Bank and Mizuho Trust & Banking."
Approval-in-principle has been received for the listing and quotation of the Notes on the Official List of the Singapore Exchange Securities Trading Limited (the
"SGX-ST"). The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained herein. Admission of
the Notes to the Official List of the SGX-ST and quotation of the Notes on the SGX-ST are not to be taken as an indication of the merits of Mizuho Financial Group,
its subsidiaries and associated companies or the Notes.
Investing in the Notes involves risks. You should carefully consider the risk factors set forth in "Item 3.D. Key Information--Risk
Factors" of our most recent annual report on Form 20-F filed with the U.S. Securities and Exchange Commission (the "SEC"), and in the
"Risk Factors" section beginning on page S-10 of this prospectus supplement before making any decision to invest in the Notes.
Per 4-year
Per 11-year
Per Floating
Note
Note
Rate Note
Total
Public offering price(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.000%
100.000%
100.000%
$2,500,000,000
Underwriting commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.250%
0.450%
0.250%
$
8,250,000
Proceeds, before expenses, to us(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.750%
99.550%
99.750%
$2,491,750,000
(1) Plus accrued interest from July 10, 2020, if settlement occurs after that date.
Neither the SEC nor any state securities commission has approved or disapproved of the Notes or passed upon the adequacy or accuracy of this
prospectus supplement or the accompanying prospectus. 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 July 10, 2020, through the facilities of DTC and its participants, including Euroclear and Clearstream.
Joint Lead Managers and Joint Bookrunners
Mizuho Securities
J.P. Morgan
BofA Securities
Goldman Sachs & Co. LLC
Senior Co-Managers
Citigroup
Natixis
Co-Managers
Daiwa Capital Markets
BNY Mellon Capital Markets, LLC
CastleOak Securities, L.P.
CIBC Capital Markets
Citizens Capital Markets
Crédit Agricole CIB
Danske Markets
ICBC Standard Bank
ING
KKR
Korea Development Bank
Loop Capital Markets
Mischler Financial Group, Inc.
Rabo Securities
R. Seelaus & Co., LLC
Ramirez & Co., Inc.
Santander
Siebert Williams Shank
The date of this prospectus supplement is July 6, 2020.

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-10
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-22
Capitalization and Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-23
Selected Financial and Other Information (U.S. GAAP) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-24
Supplemental Financial and Other Information (Japanese GAAP) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-26
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-35
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-45
Certain ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-53
Underwriting (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-55
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-63
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-63
Incorporation by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-64
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, financial institution or financial instruments business operator described in Article 3-3, Paragraph 6
of the Special Taxation Measures Act which complies with the requirement for tax exemption under that
paragraph.
Interest payments on the Notes to an individual resident of Japan, to a Japanese corporation not described in
the preceding paragraph, or to an individual non-resident of Japan or a non-Japanese corporation that in either
case is a specially-related person of Mizuho Financial Group will be subject to deduction in respect of Japanese
income tax at a current rate of 15.315% of the amount of such interest.
The European Economic Area
PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS--The Notes are not intended to
be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the European Economic Area, or the EEA, or the United Kingdom (the "UK"). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of Directive 2014/65/EU, or MiFID II as amended; or (ii) a customer within the meaning of
Directive 2016/97/EU, as amended, where that customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU)
No 1286/2014, or the PRIIPs Regulation as amended, for offering or selling the Notes or otherwise making them
available to any retail investors in the EEA or the UK has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the
PRIIPs Regulation.
S-ii

United Kingdom
There are restrictions on the offer and sale of the notes in the UK. All applicable provisions of the Financial
Services and Markets Act 2000, or FSMA, with respect to anything done by any person in relation to the notes in,
from, or otherwise involving, the UK must be complied with. See "Underwriting--Notice to Prospective
Investors in the UK."
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.
·
As of March 31, 2020, Mizuho Bank had approximately 24 million individual customers.
·
As of March 31, 2020, Mizuho Securities had approximately 1.80 million comprehensive securities
accounts.
·
As of March 31, 2020, Mizuho Bank had approximately 100,000 SMEs and Middle-market borrowers,
etc.
·
As of March 31, 2020, customers of Mizuho Bank included approximately 70% of all companies listed
in Japan.
·
As of March 31, 2020, approximately 80% of the Forbes Global 200, which represents the top 200
corporations from the Forbes Global 2000, excluding financial institutions, was customers of Mizuho
Bank.
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.
Our corporate headquarters are located at 1-5-5 Otemachi, Chiyoda-ku, Tokyo, Japan. Our main telephone
number is +81-3-5224-1111, and our corporate website is https://www.mizuho-fg.com. The information on the
website is not incorporated by reference into this prospectus supplement.
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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
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, refer to "Item 3.D. Key Information--Risk Factors" in our most
recent annual report on Form 20-F filed with the SEC, 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, 2021 based on management's
expectation that the global economy will experience the greatest pressure from the pandemic in the first half of
the fiscal year and then move into a recovery stage towards the end of 2021. 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.
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 pandemic.
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 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 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
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
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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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