Obligation Mizuho Holdings 0% ( XS1856031213 ) en AUD

Mizuho Holdings

100 % ⇌

Japon

XS1856031213 ( en AUD )

19/07/2023 - Obligation échue

Prospectus brochure de l'obligation Mizuho Financial Group XS1856031213 en AUD 0%, échue

2 000 005 AUD

350 000 000 AUD

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 AUD, avec le code ISIN XS1856031213, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 19/07/2023

PROSPECTUS SUPPLEMENT
(To prospectus dated August 18, 2016)
Mizuho Financial Group, Inc.
A$275,000,000 Senior Notes Due 2023
A$350,000,000 Senior Floating Rate Notes Due 2023
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 A$275,000,000 of senior notes due July 19, 2023 (the "Fixed Rate
Notes"). The Fixed Rate Notes will bear interest commencing July 19, 2018 at the rate of 3.752% per annum, payable semi-annually in arrears
on January 19 and July 19 of each year, with the first interest payment to be made on January 19, 2019. The Fixed Rate Notes will mature on
July 19, 2023.
Mizuho Financial Group will also issue an aggregate principal amount of A$350,000,000 of senior floating rate notes due July 19, 2023
(the "Floating Rate Notes," and together with the Fixed Rate Notes, the "Notes"). The Floating Rate Notes will bear interest commencing July
19, 2018 at a floating rate per annum, reset quarterly, equal to the Australian dollar three-month Bank Bill Swap rate, or the BBSW Rate
(determined as provided under "Description of the Notes"), plus 1.40% payable quarterly in arrears on January 19, April 19, July 19 and
October 19 of each year, beginning on October 19, 2018, subject to adjustments. The Floating Rate Notes will mature on July 19, 2023.
The Notes are not redeemable prior to maturity, except as set forth under "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 a global note deposited with and registered in
the name of a nominee of a common depository for Euroclear Bank SA/NV, or Euroclear, and Clearstream Banking S.A., or Clearstream.
Beneficial interests in the Notes will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear or
Clearstream and their respective participants. The Notes will be issued only in registered form in minimum denominations of A$250,000 and
integral multiples of A$1,000 in excess thereof (issues, sales and transfers in Australia are subject to a minimum consideration payable of
A$500,000 (disregarding amounts lent by the offeror or its associates) unless another exemption from Part 6D.2 or 7.9 of the Corporations Act
2001 of Australia (the "Australian Corporations Act") applies).
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-8 of this prospectus
supplement before making any decision to invest in the Notes.
Per Fixed
Per Floating
Rate Note
Rate Note
Total
Public offering price(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.000% 100.000% A$625,000,000
Underwriting commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.350%
0.350% A$
2,187,500
Proceeds, before expenses, to us(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.650%
99.650% A$622,812,500
(1) Plus accrued interest from July 19, 2018, 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 19, 2018, through the facilities of
Euroclear and Clearstream.
Joint Lead Managers and Joint Bookrunners
Mizuho Securities
ANZ
Citigroup
National Australia Bank Limited
The date of this prospectus supplement is July 11, 2018.

TABLE OF CONTENTS
Prospectus Supplement
Page
About This Prospectus Supplement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-iii
Cautionary Statement Regarding Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-iii
Presentation of Financial and Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-iv
Prospectus Supplement Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-1
The Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-8
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-15
Exchange Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-16
Capitalization and Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-18
Selected Financial and Other Information (U.S. GAAP) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-19
Supplemental Financial and Other Information (Japanese GAAP) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-21
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-29
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-38
Certain ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-47
Underwriting (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-50
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-56
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-56
Incorporation by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-57
Ratio of Earnings to Fixed Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-58
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
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

Australia
No prospectus or other disclosure documents (as defined in the Australian Corporations Act) in relation to
the Notes has been, or will be, lodged with the Australian Securities and Investments Commission, or ASIC. No
offer has been (directly or indirectly) made or invited, and will not be made or invited, of the Notes for issue, sale
or transfer in Australia (including an offer or invitation which is received by a person in Australia), and:
·
no prospectus, offering circular or any other offering material or advertisement relating to the Notes
has been distributed or will be published in Australia; and
·
no offer for the Notes for issue, sale or transfer has been made or invited and will not be made or
invited in Australia (including an offer or invitation which is received by a person in Australia),
unless (a) the aggregate consideration payable by each offeree or invitee in Australia (including any person
who receives an offer or invitation or offering materials in Australia) is at least A$500,000 (disregarding moneys
lent by the offeror or its associates), or the offer or invitation otherwise does not require disclosure to investors in
accordance with Part 6D.2 or 7.9 of the Australian Corporations Act, (b) such action complies with all applicable
laws, regulations and directives in Australia (including without limitation, the licensing requirements under
Chapter 7 of the Australian Corporations Act), (c) such action does not require any document to be lodged with
ASIC, and (d) the offer or invitation is not made to a person who is a "retail client" within the meaning of section
761G of the Australian Corporations Act.
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.
S-ii

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, or 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;
or (ii) a customer within the meaning of Directive 2002/92/EC, as amended, or the Insurance Mediation
Directive, 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, for offering or selling the Notes or otherwise making them available to 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.
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
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,"
S-iii

"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
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.
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
S-iv

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 "Australian dollars" and "A$" refer to
the lawful currency of the Commonwealth of Australia, 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 U.S. 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-v

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
·
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, 2018, Mizuho Bank had approximately 24 million individual customers.
·
As of March 31, 2018, Mizuho Securities had approximately 1.7 million comprehensive securities
accounts.
·
As of March 31, 2018, Mizuho Bank had approximately 100,000 SMEs and Middle-market borrowers,
etc.
·
As of March 31, 2018, customers of Mizuho Bank included approximately 70% of all companies listed
in Japan.
·
As of March 31, 2018, approximately 80% of the Forbes Global 200, which represents the top 200
corporations from the Forbes Global 2000, excluding financial institutions, were customers of Mizuho
Bank.
·
As of March 31, 2018, Mizuho Group had 800 branches in Japan, 117 offices in 38 countries and
regions and approximately 60,000 employees.
·
We had a consolidated liquidity coverage ratio of 120.1% for the three months ended March 31, 2018
and a leverage ratio of 4.28% as of March 31, 2018.
See "Item 4.B. Information on the Company--Business Overview" in our annual report for the fiscal year
ended March 31, 2018 on Form 20-F, which is incorporated herein by reference.
As of March 31, 2018, we had total assets of ¥204.3 trillion, total deposits of ¥136.9 trillion and total
MHFG shareholders' equity of ¥8.9 trillion. For the fiscal year ended March 31, 2018, we recorded net income
attributable to MHFG shareholders of ¥577.6 billion.
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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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THE OFFERING
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mizuho Financial Group, Inc.
Notes offered . . . . . . . . . . . . . . . . . . . . . . A$275,000,000 aggregate principal amount of 3.752% senior notes.
A$350,000,000 aggregate principal amount of senior floating rate
notes.
The Notes will be issued in fully registered form, without coupons, in
denominations of A$250,000 in principal amount and integral
multiples of A$1,000 in excess thereof (issues, sales and transfers in
Australia are subject to a minimum consideration payable of
A$500,000 (disregarding amounts lent by the offeror or its associates)
unless another exemption from Part 6D.2 or 7.9 of the Australian
Corporations Act applies).
Offering Prices . . . . . . . . . . . . . . . . . . . . 100.000% for the Fixed Rate Notes, and
100.000% for the Floating Rate Notes,
plus, in each case, accrued interest from July 19, 2018, 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 Fixed Rate Notes will bear interest from July 19, 2018 at the rate
of 3.752% per annum, payable semi-annually in arrears on January 19
and July 19 of each year, with the first interest payment to be made on
January 19, 2019. Interest will be calculated on each A$1,000 in
principal amount of the Fixed Rate Notes and on the basis of the
actual number of days in the year and the actual number of days
elapsed (Act/Act (ICMA)). See "Description of the Notes--General"
and "Description of the Notes--Principal, Maturity and Interest for
the Fixed Rate Notes".
The Floating Rate Notes will bear interest from July 19, 2018 at a
floating rate, payable quarterly in arrears on January 19, April 19,
July 19 and October 19 of each year, with the first interest payment to
be made on October 19, 2018. The interest rate on the Floating Rate
Notes for each interest period will be a per annum rate, equal to the
three-month Bank Bill Swap Rate (BBSW) screen rate, being the rate
for Australian prime bank eligible securities, plus 1.40%, reset
quarterly, determined as described under "Description of the Notes--
General", "Description of the Notes--Principal, Maturity and Interest
for the Floating Rate Notes" and "Description of the Notes--
Determination of the Floating Interest Rate". Interest will be
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calculated on each A$1,000 in principal amount of the Floating Rate
Notes and on the basis of the actual number of days in an interest
period and a 365-day year.
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.
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 senior indenture dated September 13, 2016 (the "Base
Indenture"), as supplemented by the supplemental indenture dated as
of July 19, 2018, (the "Supplemental Indenture") between Mizuho
Financial Group and The Bank of New York Mellon, as trustee (as
amended and supplemented from time to time, 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.
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."
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