Obligation Mizuho Holdings 2.564% ( US60687YBU29 ) en USD

Mizuho Holdings

100 % ▲

Japon

US60687YBU29 ( en USD )

2.564% par an ( paiement semestriel )

13/09/2031

Prospectus brochure de l'obligation Mizuho Financial Group US60687YBU29 en USD 2.564%, échéance 13/09/2031

200 000 USD

1 000 000 000 USD

60687YBU2

BBB+ ( Qualité moyenne inférieure )

A2 ( Qualité moyenne supérieure )

13/09/2025 ( Dans 57 jours )

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 US60687YBU29, paye un coupon de 2.564% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 13/09/2031

L'Obligation émise par Mizuho Holdings ( Japon ) , en USD, avec le code ISIN US60687YBU29, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Mizuho Holdings ( Japon ) , en USD, avec le code ISIN US60687YBU29, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

PROSPECTUS SUPPLEMENT
(To prospectus dated August 19, 2019)
Mizuho Financial Group, Inc.
$1,000,000,000 2.564% Subordinated Notes due 2031
Mizuho Financial Group, Inc., a joint stock corporation incorporated with limited liability under the laws of Japan ("Mizuho Financial
Group" or the "Issuer"), will issue an aggregate principal amount of $1,000,000,000 of subordinated notes due September 13, 2031 (the
"Notes").
Subject to a Viability Write-Down, as described under "Description of Notes--Write-Down," the Notes will bear interest from (and
including) September 13, 2021 at the rate of 2.564% per annum, payable semi-annually in arrears on March 13 and September 13 of each
year, with the first interest payment to be made on March 13, 2022. Subject to a Viability Write-Down, as described under "Description of
Notes--Write-Down," the Notes will mature on September 13, 2031.
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, (i) in the event of certain changes in Japanese tax law that would require Mizuho Financial Group to make additional payments or
result in certain other adverse tax consequences to Mizuho Financial Group or (ii) in the event that there is more than an insubstantial risk that
the Notes will no longer qualify as Tier II capital under applicable standards set forth by the Financial Services Agency of Japan (the "FSA"),
subject to certain conditions. See "Description of the Notes--Optional Tax Redemption," and "Description of the Notes--Optional
Regulatory Redemption." 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 Notes are intended to qualify as our Tier II capital under the applicable Japanese banking regulations. The Notes will constitute
direct and unsecured obligations of Mizuho Financial Group which are unconditional and subordinated, as described below. Claims in respect
of the Notes shall at all times rank equally and pari passu and without any preference among themselves and at least equally and ratably with
all other present and future unsecured, unconditional and dated subordinated obligations of Mizuho Financial Group, and in priority to the
rights and claims of holders of all present and future unsecured, undated, conditional and subordinated obligations of Mizuho Financial Group
and holders of all classes of equity of Mizuho Financial Group, subject to a Viability Write-Down, as described under "Description of
Notes--Write-Down," as described herein. Upon the occurrence of a Subordination Event (as defined below), amounts payable under the
Notes will be subordinated in right of payment to the prior payment of all senior indebtedness of Mizuho Financial Group.
Upon the occurrence of a Viability Event (as defined below), no amount under the Notes will thereafter become due. Subsequently, the
full principal amount of each Note will be written down to zero and the Notes will be cancelled as of the Discharge Date (as defined below).
Such Viability Write-Down (as defined below) will result in the Noteholders (as defined below) losing the entire principal amount of the
Notes and all accrued and unpaid interest thereon that have not become due and payable prior to the relevant Viability Event. See
"Description of the Notes--Write-Down."
Payment of principal of the Notes may be accelerated only in the case of the occurrence and continuation of specified events relating to
or the winding-up or dissolution of Mizuho Financial Group. There is no right of acceleration of the payment of principal of the Notes upon a
default in the payment of interest or in the performance of any covenant by Mizuho Financial Group.
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 Note
Total
Public offering price(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.000%
$1,000,000,000
Underwriting commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.450%
$
4,500,000
Proceeds, before expenses, to us(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.550%
$ 995,500,000
(1) Plus accrued interest from September 13, 2021, if settlement occurs after that date.
Neither the SEC nor any state securities commission has approved or disapproved of the Notes or passed upon the adequacy or
accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
The Notes offered by this prospectus supplement and the accompanying prospectus are being offered by the underwriters, subject to prior
sale, withdrawal, cancellation or modification of the offer without notice, to delivery to and acceptance by the underwriters and to certain
further conditions. It is expected that the Notes will be delivered in book-entry form only, on or about September 13, 2021, through the
facilities of DTC and its participants, including Euroclear and Clearstream.
Joint Lead Managers and Joint Bookrunners
Mizuho Securities
J.P. Morgan
Joint Lead Manager
BofA Securities
Co-Managers
Goldman Sachs & Co. LLC
UBS Investment Bank
BNY Mellon Capital Markets, LLC
CNCB Capital
Crédit Agricole CIB
Daiwa Capital Markets
Danske Markets
Shinhan GIB
Academy Securities
CastleOak Securities, L.P.
Mischler Financial Group, Inc.
R. Seelaus & Co., LLC
Ramirez & Co., Inc.
Siebert Williams Shank
The date of this prospectus supplement is September 8, 2021.

TABLE OF CONTENTS
Prospectus Supplement
Page
About This Prospectus Supplement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-iv
Cautionary Statement Regarding Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-iv
Presentation of Financial and Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-v
Prospectus Supplement Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-1
The Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-4
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-10
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-18
Capitalization and Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-19
Selected Financial and Other Information (U.S. GAAP) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-20
Supplemental Financial and Other Information (Japanese GAAP) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-22
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-32
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-41
Certain ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-49
Underwriting (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-51
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-58
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-58
Incorporation by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-59
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% of the amount of such interest.
The European Economic Area
PROHIBITION OF SALES TO EEA RETAIL INVESTORS--The Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area (the "EEA"). For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, or MiFID
II as amended; or (ii) a customer within the meaning of Directive 2016/97/EU, as amended, where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no
key information document required by Regulation (EU) No 1286/2014, or the PRIIPs Regulation as amended, for
offering or selling the Notes or otherwise making them available to any retail investors in the EEA has been
prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in
the EEA may be unlawful under the PRIIPs Regulation.
S-ii

United Kingdom
PROHIBITION OF SALES TO UK RETAIL INVESTORS--The Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); 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--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. For the fiscal year ended March 31, 2021, we recorded net income
attributable to MHFG shareholders of ¥581.8 billion.
As of June 30, 2021, our Common Equity Tier 1 Capital ratio was 9.4% (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).
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, which is incorporated by reference herein. For the three
months ended June 30, 2021, credit-related costs were a reversal of ¥2.6 billion as compared to costs of
¥39.0 billion for the same period in the previous fiscal year (based on Japanese GAAP) due mainly to the
previous fiscal year's forward-looking financial management and the low level of new credit-related costs. For
more information, please refer to our current report on Form 6-K, dated July 30, 2021, containing our financial
condition and results of operations, presented under Japanese GAAP, as of and for the three months ended
June 30, 2021, which is incorporated by reference herein.
We currently expect that the COVID-19 pandemic will continue to have a negative impact on our
consolidated earnings and profitability through the fiscal year ending March 31, 2022 and beyond based on
management's expectation that the COVID-19 pandemic will have a prolonged impact on the global economy,
with the recovery from such impact taking until January to March of 2022 to reach the pre-COVID-19 levels
(October to December of 2019). 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.
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 9.4% as of June 30, 2021. Although we expect that our Common Equity Tier 1 capital
ratio will increase during the fiscal year ending March 31, 2022, there may be downward pressure on our capital
adequacy ratios in the event that the continuing effects of the outbreak of the COVID-19 pandemic are more
significant than our management's current expectations. 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
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
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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 and March 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. These incidents are described in our most recent annual report on Form 20-F,
which is incorporated by reference in this prospectus supplement. 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.
In addition, on August 20, 2021, over-the-counter services at all Mizuho Bank and Mizuho Trust & Banking
branches became temporarily unavailable due to a system failure, but services were restored by mid-day. On
August 23, 2021, operations for a small number of ATM machines were temporarily suspended due to network
issues, although service was restored within a few hours. These repeated incidents have received media and other
attention. In 2002 and 2011, we received business improvement orders from the Financial Services Agency for
incidents involving systems failures, and there can be no assurance that there will not be similar actions or other
negative consequences as a result of these and the prior incidents.
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THE OFFERING
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mizuho Financial Group, Inc.
Notes Offered . . . . . . . . . . . . . . . . . . . . . $1,000,000,000 aggregate principal amount of 2.564% subordinated
notes due September 13, 2031.
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%, plus, in each case, accrued interest from September 13,
2021, if settlement occurs after that date.
Ranking of the Notes . . . . . . . . . . . . . . . . The Notes will constitute direct and unsecured obligations of Mizuho
Financial Group which are unconditional and subordinated, as
described below. Claims in respect of the Notes shall at all times rank
equally and pari passu and without any preference among themselves
and at least equally and ratably with all other present and future
unsecured, unconditional and dated subordinated obligations of the
Issuer (including obligations in respect of dated subordinated
guarantees provided by the Issuer), and in priority to the rights and
claims of holders of all present and future unsecured, undated,
conditional and subordinated obligations of the Issuer (including
those in respect of perpetual subordinated notes issued by the Issuer)
and holders of all classes of equity (including holders of preference
shares (if any)) of the Issuer, subject to a Viability Write-Down. If a
Viability Event occurs, it is expected that a Viability Write-Down
would take place before the determination of the treatment of the
Issuer's remaining indebtedness or other securities without similar
write-down features.
See "Description of the Notes--General" and "Description of the
Notes--Subordination." See also "Risk Factors--Risks Relating to
the Notes--Subordination of the Notes, including structural
subordination to the liabilities of our subsidiaries, could hinder
investors' ability to receive payment," and "Risk Factors--Risks
Relating to the Notes--The Notes are subject to a Viability Write-
Down which may result from the non-viability of our material
subsidiaries which may trigger the loss absorption provisions of such
material subsidiary's Internal TLAC instruments. As a result of a
Viability Write-Down, you may lose the entire value of your
investment."
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . The Notes will bear interest from (and including) September 13, 2021
at the rate of 2.564% per annum, payable semi-annually in arrears on
March 13 and September 13 of each year, with the first interest
payment to be made on March 13, 2022.
Interest on the Notes will be computed on the basis of a 360-day year
consisting of twelve 30-day months and rounding the resulting figure
to the nearest cent (half a cent being rounded upwards).
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