根據 424(b)(2) 條規提交。
註冊編號333-266555

 

招股說明書補充說明

（至2022年8月5日的招股說明書）

 

瑞穗金融集團株式會社

8億美元，5.382%高級到期可贖回重設利率票據，截止日期2030年 固定-固定 重設利率票據，截止日期2030年

美元700,000,000 5.594%高級可贖回 固定-固定 重設利率債券，到期日爲2035年

 

 

瑞穗金融集團，日本法律下設立的股份有限公司（「瑞穗金融集團」或「發行人」），將發行總額爲800,000,000美元的高級可贖回 固定利率優先票據 重設利率債券，到期日爲2030年7月10日（「6年期票據」），以及總額爲700,000,000美元的高級可贖回 固定利率優先票據 重設利率債券，到期日爲2035年7月10日（「11年期票據」）和 ​ 注：這些「註釋」或者 “固固定息票利率 重置利率票據”）.

6年期票據的利率爲（i）自2024年7月10日（含）起至2029年7月10日（不含）（以下簡稱「6年期票據重置日」）爲5.382%的固定年利率，每年1月10日和7月10日後付半年利息，首次利息支付將於2025年1月10日支付，以及（ii）自6年期票據重置日（含）起至到期日之前以等於美國國債利率（如下所定義）加1.08%的固定年利率向後支付，由法定計算代理人（如下所定義）根據6年期票據重置確定日期（如下所定義）確定的適用美國國債利率，在「票據說明書」的“固固定息票利率 票據—固固定息票利率—美國國債利率確定的 方式，每年1月10日支付一次，2030年1月10日和7月10日後付半年利息。6年期票據將於2030年7月10日到期。

11年期票據的利率爲（i）自2024年7月10日（含）起至2034年7月10日（不含）（以下簡稱「11年期票據重置日」）爲5.594%的固定年利率，每年1月10日和7月10日後付半年利息，首次利息支付將於2025年1月10日支付，以及（ii）自11年期票據重置日（含）起至到期日之前以等於美國國債利率由計算代理人在11年期票據重置確定日期（如下所定義）根據「票據說明書」的 備註—固定對固定 重設利率票據—確定美國國庫券利率”，再加1.30%，於2035年1月10日和2035年7月10日按半年付息。期限爲11年的票據將在2035年7月10日到期。

瑞穗金融集團可能選擇性地在每系列票據到期日前一年全額贖回，但不得部分贖回，按適用的贖回價格，在特定條件下。請參閱「票據說明—可選贖回」。此外，瑞穗金融集團可以選擇性地在出現特定日本稅法變化的情況下全額但不得部分地贖回每個系列的票據，在特定條件下。請參閱「票據說明—可選稅務贖回」。每個系列的票據將不受沉沒基金約束。票據將由託管人存放的一張或多張全球票據代表，並註冊到美國託管結算公司（「DTC」）的提名人名下。票據的受益權益將顯示在Euroclear銀行SA / NV（「Euroclear」）和Clearstream銀行股份有限公司（「Clearstream」）等由DTC及其直接和間接參與者維護的記錄上，並且只能通過這些記錄進行轉讓。票據僅以最低$200,000和超額$1,000的整數倍註冊形式發行。

每系列票據的發行和銷售淨收益將用於向瑞穗銀行（如下文所定義）提供貸款，後者打算將這些資金用於其一般企業用途。 請參見「使用收益。」

每系列票據旨在符合日本TLAC標準下的外部總損失吸收能力（「TLAC」）債務。票據將是瑞穗金融集團的直接、無條件、未限制和無擔保債務，並與所有其他未擔保債務（除了瑞穗金融集團不時未償還的次級債務以外，法定優先債務除外）平等且無優先順位。另請參閱「風險因素—與票據相關的風險—票據在結構上次於我們子公司，包括瑞穗銀行和瑞穗信託銀行的負債。」

我們已向盧森堡證券交易所申請，在盧森堡證券交易所的官方名單上列出這些票據，並使這些票據被允許在盧森堡證券交易所的歐元MTF市場上交易。盧森堡證券交易所的歐元MTF市場不屬於指令2014/65/EU（「MiFID II」）或條例（EU）600/2014規定的受監管市場，因爲它構成了英國國內法的一部分（根據修訂的「英國MiFIR」）。這份招股說明書補充與附帶招股說明書構成了根據2019年7月16日日期的盧森堡證券法第四部分的上市招股說明書。這份招股說明書補充與附帶招股說明書不構成根據2017/1129號歐盟條例或因歐盟（退出）法2018年修訂案（稱爲「EUWA」）構成英國國內法的相關法規招股說明書。

投資這些票據涉及風險。您應該仔細考慮我們最近一份年度報告中「第3.D部分.關鍵信息-風險因素」中所列出的風險因素，在這份招股說明書的“ 20-F 向美國證券交易委員會（「SEC」）提交的，以及在這份招股說明書之前的“風險因素”部分的開始描述了投資我們普通股的風險。 這是該《說明書補充》的第 ","0":"S-7","1":"頁。 作出投資決定前，請仔細閱讀這份招股說明書補充的條款。

 

 

 

		單張債券 6年期債券				單張債券 11年期債券				總費用
公開發行價格(1)			100.000	%			100.000	%		$	1,500,000,000
承銷佣金			0.350	%			0.450	%		$	5,950,000
我們的淨收益(1)			99.650	%			99.550	%		$	1,494,050,000

 

(1)	自2024年7月10日起，如結算日期在此日期之後則需支付應計利息。

美國證券交易委員會和任何州證券委員會均未批准或駁回本次發行的證券或對本補充招股說明書或附屬招股說明書的充分性或準確性作出評價。對此作出的任何聲明都屬於違法行爲。

本招股說明書及附屬招股說明書提供的債券由承銷商提供，須要滿足事先出售、取消、撤回或修改的條件，恕不另行通知，需要交付給承銷商並得到接受，並需滿足某些進一步條件。預計該債券將於2024年7月10日前後以記賬形式交付，通過國際結算處(DTC)及其參與者，包括歐洲國際清算銀行和Clearstream。

 

 

聯席主承銷商

 

瑞穗證券				摩根大通

聯席主承銷商

 

BofA Securities、Deutsche Bank Securities和Wells Fargo Securities。				高盛股份有限公司

高級共同經理

 

Natixis

共同經銷商

 

BBVA		大和資本市場		丹斯克市場

 

ING				勞埃德證券

BNY梅隆資本市場，LLC		加拿大帝國銀行資本市場		Citizens Capital Markets		icbcmacau n2909新加坡

KKR		新韓證券		TD證券

 

學院證券		AmeriVet證券		CastleOak證券，LP		德雷克塔利
大太平洋證券		Loop Capital Markets		Mischler金融集團，Inc		R. Seelaus & Co.，LLC

 

Ramirez及Co. Inc.				Siebert威廉姆斯股票

 

本招股說明書補充的日期爲2024年6月27日。

TABLE OF CONTENTS

Prospectus Supplement

 

		Page
About This Prospectus Supplement			S-iv
Cautionary Statement Regarding Forward-LookingStatements			S-iv
Presentation of Financial and Other Information			S-v
Prospectus Supplement Summary			S-1
The Offering			S-2
Risk Factors			S-7
Use of Proceeds			S-14
Capitalization and Indebtedness			S-15
Selected Financial and Other Information (U.S. GAAP)			S-16
Supplemental Financial and Other Information (JapaneseGAAP)			S-18
Description of the Notes			S-26
Taxation			S-33
Certain ERISA Considerations			S-41
Underwriting (Conflicts of Interest)			S-43
Listing and General Information			S-50
Experts			S-52
Legal Matters			S-52
Incorporation by Reference			S-53

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 will generally be subject to Japanese withholding tax unless it is established that such Notes are held by or for the account of a beneficial owner that is (i) for Japanese tax purposes, neither (x) an individual resident of Japan or a Japanese corporation, nor (y) an individual non-resident of Japan or a non-Japanese corporation that in either case is a specially-related person of Mizuho Financial Group, (ii) a Japanese designated financial institution described in Article 6, Paragraph 11 of the Special Taxation Measures Act which complies with the requirement for tax exemption under that paragraph or (iii) a Japanese public corporation, a Japanese financial institution or a Japanese financial instruments business operator described in Article 3-3, Paragraph 6 of the Special Taxation Measures Act which complies with the requirement for tax exemption under that paragraph.

Interest payments on the Notes to an individual resident of Japan, to a Japanese corporation not described in the preceding paragraph, or to an individual non-resident of Japan or a non-Japanese corporation that in either case is a specially-related person of Mizuho Financial Group will be subject to deduction in respect of Japanese income tax at a current rate of 15.315% (15% on or after January 1, 2038) of the amount of such interest.

The European Economic Area

PROHIBITION OF SALES TO EEA RETAIL INVESTORS—The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the “EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, or MiFID II as amended; or (ii) a customer within the meaning of Directive 2016/97/EU, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014, or the PRIIPs Regulation as amended, for offering or selling the Notes or otherwise making them available to any retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

 

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 (as amended, the “EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (“FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

There are restrictions on the offer and sale of the Notes in the UK. All applicable provisions of the FSMA with respect to anything done by any person in relation to the Notes in, from, or otherwise involving, the UK must be complied with. See “Underwriting (Conflicts of Interest)—Notice to Prospective Investors in the UK.”

This prospectus supplement is being distributed only to and is directed only at persons located outside the UK or in the UK to (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Financial Promotion Order; or (iii) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). This prospectus supplement must not be acted on or relied on in the UK by persons who are not relevant persons. In the UK, any investment or investment activity to which this prospectus supplement relates is only available to, and will be engaged in with, relevant persons.

Notice Concerning Singapore

Notification under Section 309B of the Securities and Futures Act 2001 of Singapore (the “SFA”) - In connection with Section 309B of 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 309A(1) of the SFA) that the Notes are “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 5, 2022, 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, in each case, unless otherwise specified. However, in some cases, figures as of or for the fiscal year ended March 31, 2023 and earlier 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. We no longer make such adjustments beginning with figures as of or for the fiscal year ended March 31, 2024 or any interim periods therein, and thus the sum of such figures may not match the total amount.

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

 

S-1

 

S-2

 

S-3

 

S-4

 

S-5

 

S-6

RISK FACTORS

Investing in the Notes involves risks. You should consider carefully the risks relating to the Notes described below, as well as the other information presented in, or incorporated by reference into, this prospectus supplement and the accompanying prospectus, before you decide whether to invest in the Notes. If any of these risks actually occurs, our business, financial condition and results of operations could suffer, and the trading price and liquidity of the Notes offered could decline, in which case you may lose all or part of your investment. The following does not describe all the risks of an investment in the Notes. Prospective investors should consult their own financial and legal advisers about risks associated with investment in the Notes and the suitability of investing in the Notes in light of their particular circumstances.

This prospectus supplement and the accompanying prospectus also contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including the risks described below, elsewhere in this prospectus supplement and in “Item 3.D. Key Information—Risk Factors” of our annual report on Form 20-F for the fiscal year ended March 31, 2024, which is incorporated herein by reference.

Risks Relating to Our Business

For information on risks relating to our business, see “Item 3.D. Key Information—Risk Factors” in our most recent annual report on Form 20-F, which is incorporated by reference in this prospectus supplement, and similar information in any other documents incorporated by reference herein.

Risks Relating to the Notes

The Notes will be structurally subordinated to the liabilities of our subsidiaries, including Mizuho Bank and Mizuho Trust & Banking.

Your claim as a Noteholder is structurally subordinated to the liabilities of our banking and other subsidiaries, including our subsidiaries’ liabilities for deposits, borrowed money, derivative transactions and trade payables. As a Noteholder, you will only be entitled to assert a claim as a creditor of Mizuho Financial Group that is to be paid out of Mizuho Financial Group’s assets. If any of our subsidiaries becomes subject to insolvency or liquidation proceedings, you will have no right to proceed against such subsidiary’s assets.

Mizuho Financial Group is a holding company that currently has no significant assets other than its investments in, or loans to, its subsidiaries, including Mizuho Bank and Mizuho Trust & Banking. Mizuho Financial Group’s ability to service its debt obligations, including its obligations under the Notes, thus depends on the dividends, loan payments and other funds Mizuho Financial Group receives from its subsidiaries. Mizuho Financial Group may not be able to receive such funds from a subsidiary due to adverse changes in its financial performance or material deterioration in its financial condition, restrictions imposed as a result of such adverse change or deterioration by relevant laws and regulations, including banking and other regulations (such as loss absorption requirements) and limitations under general corporate law, or any contractual obligations applicable to such subsidiary. Furthermore, if a subsidiary becomes subject to insolvency or liquidation proceedings, Mizuho Financial Group’s right to participate in such subsidiary’s assets will be subject to the prior claims of the creditors and any preference shareholders of the subsidiary, except where Mizuho Financial Group is a creditor or preference shareholder with claims that are recognized to be ranked either ahead of or pari passu with such claims. As a result, you may not recover your investment in the Notes in full or at all even though the investors in or creditors of our subsidiaries may recover their investments in full.

Mizuho Financial Group’s loans to, or investments in capital instruments issued by, its subsidiaries made or to be made with the net proceeds from the sale of its instruments may contain contractual mechanisms that, upon the occurrence of a trigger event relating to prudential or financial condition or other events applicable to Mizuho

 

S-7

Financial Group or its subsidiaries under regulatory requirements, including the Internal TLAC (as defined below) requirements in Japan, will result in a write-down, write-off or conversion into equity of such loans or investments, or other changes in the legal or regulatory form or the ranking of the claims Mizuho Financial Group has against the subsidiaries. For example, to ensure that each of its material subsidiaries in Japan deemed systemically important by the FSA maintains the required minimum level of Internal TLAC under the Internal TLAC requirements in Japan, Mizuho Financial Group may extend to such subsidiaries, using the net proceeds from the sale of the senior debt securities and other debt instruments, subordinated loans that qualify as Internal TLAC instruments pursuant to the Internal TLAC requirements in Japan, including those containing contractual loss absorption provisions (“Contractual Loss Absorption Provisions”) that will discharge or extinguish the loans or convert them into ordinary shares of the subsidiaries if the FSA determines that the relevant subsidiaries are non-viable due to material deterioration in their financial condition after recognizing that they are or are likely to be unable to fully perform their obligations with their assets, or that they have suspended, or are likely to suspend, repayment of their obligations. Any such write-down, write-off or conversion into equity, or changes in the legal or regulatory form or the ranking, or the triggering of Contractual Loss Absorption Provisions, could adversely affect Mizuho Financial Group’s ability to obtain repayment of such loans and investments and to meet its obligations under the Notes as well as the value of the Notes.

The Notes may become subject to loss absorption if Mizuho Financial Group becomes subject to orderly resolution measures under the Deposit Insurance Act of Japan and Japanese insolvency laws. As a result, the value of the Notes could be materially adversely affected, and you may lose all or a portion of your investments.

In November 2015, the Financial Stability Board issued the final TLAC standard for global systemically important banks (“G-SIBs”), including us. The Financial Stability Board’s TLAC standard is designed to ensure that, if a G-SIB fails, it has sufficient loss-absorbing and recapitalization capacity available in resolution to implement an orderly resolution that minimizes the impact on financial stability, thereby ensuring the continuity of critical functions and avoiding exposing public funds to loss. The Financial Stability Board’s TLAC standard defines a minimum requirement for the instruments and liabilities that should be readily available to absorb losses in resolution. For more information regarding the Financial Stability Board’s TLAC standards, see “Item 4.B. Information on the Company—Business Overview—Supervision and Regulation—Japan—Total Loss Absorbing Capacity” in our annual report on Form 20-F for the fiscal year ended March 31, 2024, which is incorporated herein by reference. The FSA published its policy describing its approach for the introduction of this standard in Japan in April 2016, and a revised version of this document was published in April 2018 (the “FSA’s Approach”). In March 2019, the FSA published regulatory notices and related materials to implement the TLAC requirements in Japan. The TLAC standard set forth in these FSA documents (the “Japanese TLAC Standard”), which (i) was phased in from March 31, 2019 and has been fully applied from March 31, 2022 for G-SIBs in Japan, and (ii) has been phased in from March 31, 2021 and has been fully applied from March 31, 2024 for a financial group designated as a domestic systemically important bank in Japan by the FSA which is deemed to be in particular need of a cross-border resolution arrangement and to be of particular systemic significance to the Japanese financial system in the event of its failure (such domestic systemically important bank, together with G-SIBs in Japan, the “Covered SIBs”), and the FSB’s TLAC standard requires Domestic Resolution Entities (as defined below) designated for Covered SIBs to meet certain minimum external TLAC requirements and to cause any of their material subsidiaries in Japan deemed systemically important by the FSA or their foreign subsidiaries subject to TLAC or similar requirements in the relevant jurisdictions to maintain a certain minimum level of capital and debt having internal loss-absorbing and recapitalization capacity (“Internal TLAC”). The FSA designated as resolution entities in Japan (the “Domestic Resolution Entities”) the ultimate holding company in Japan of each Covered SIB. Under the Japanese TLAC Standard, the FSA designated us as the Domestic Resolution Entity for the Mizuho Group, which is subject to the external TLAC requirements in Japan, and also designated Mizuho Bank, Mizuho Trust & Banking and Mizuho Securities as our material subsidiaries in Japan, which are subject to the Internal TLAC requirements in Japan. Under the Japanese TLAC Standard, unsecured senior debt issued by the Domestic Resolution Entity for a Japanese G-SIB is not required to include any contractual write-down, write-off or conversion provisions in order to qualify as external TLAC debt.

 

S-8

In addition, unsecured senior debt issued by the Domestic Resolution Entity for a Japanese G-SIB is not required to include any subordination provisions in order to qualify as external TLAC debt, so long as its creditors are recognized as structurally subordinated to the creditors of its subsidiaries and affiliates by the FSA on the grounds that the amount of excluded liabilities as defined in the Japanese TLAC Standard of such Domestic Resolution Entity ranking pari passu or junior to its unsecured senior liabilities does not exceed 5% of its external TLAC in principle, while the Internal TLAC incurred by material subsidiaries of a Japanese G-SIB is required to include the Contractual Loss Absorption Provisions and to be subordinated to such entity’s excluded liabilities. The Notes are intended to qualify as external TLAC debt under the Japanese TLAC Standard, due in part to their structural subordination.

The Notes are expected to become subject to loss absorption if Mizuho Financial Group becomes subject to orderly resolution measures under the Deposit Insurance Act and Japanese insolvency laws. The resolution framework for financial institutions under current Japanese laws and regulations includes (i) measures applied to financial institutions that are solvent on a balance sheet basis and (ii) orderly resolution measures applied to financial institutions that have failed or are deemed likely to fail. The framework applies to banks and certain other financial institutions as well as financial holding companies, such as Mizuho Financial Group. In the Japanese TLAC Standard and the FSA’s Approach, the FSA expressed its view that Single Point of Entry (“SPE”) resolution, in which a single national resolution authority applies its resolution tools to the ultimate holding company in Japan of a group, would be the preferred strategy for resolution of Covered SIBs. However, it is uncertain which resolution strategy or specific measures will be taken in a given case, including whether or not the SPE resolution strategy is to be chosen and implemented in a given case, and orderly resolution measures may be applied without implementing any of the measures described in (i) above. Under a possible model of SPE resolution described in the Japanese TLAC Standard, if the FSA determines that a material subsidiary in Japan of a financial institution that is a Japanese G-SIB is non-viable due to a material deterioration in its financial condition after recognizing that it is, or is likely to be, unable to fully perform its obligations with its assets, or that it has suspended, or is likely to suspend, repayment of its obligations, and issues an order concerning restoration of financial soundness, including recapitalization and restoration of liquidity of such material subsidiary, to the Domestic Resolution Entity for the financial institution under Article 52-33, Paragraph 1 of the Banking Act of Japan (Act No. 59 of 1981, as amended), the material subsidiary’s Internal TLAC instruments will be written off or, if applicable, converted into equity in accordance with the applicable Contractual Loss Absorption Provisions of such Internal TLAC instruments. Following the write-off or conversion of Internal TLAC instruments, if the Prime Minister recognizes that the financial institution is or is likely to be unable to fully perform its obligations with its assets, or that it has suspended, or is likely to suspend, repayment of its obligations, as a result of the financial institution’s loans to, or other investment in, its material subsidiaries that are designated by FSA as being systemically important or that are subject to TLAC requirements or similar requirements imposed by a relevant foreign authority, becoming subject to loss absorption or otherwise, and further recognizes that the failure of such financial institution is likely to cause a significant disruption to the Japanese financial market or system, the Prime Minister may, following deliberation by the Financial Crisis Management Meeting, confirm that measures set forth in Article 126-2, Paragraph 1, Item 2 of the Deposit Insurance Act, generally referred to as specified item 2 measures (tokutei dai nigo sochi), need to be applied to the financial institution for its orderly resolution. Any such confirmation by the Prime Minister would also trigger the point of non-viability clauses of Additional Tier 1 and Tier 2 instruments issued by the financial institution, causing such instruments to be written off, or if applicable, converted into equity.

Under current Japanese laws and regulations, upon the application of specified item 2 measures (tokutei dai nigo sochi), a financial institution will be placed under special supervision (tokubetsu kanshi) by, or if the Prime Minister so orders, under special control (tokutei kanri) of, the Deposit Insurance Corporation. In an orderly resolution, if the financial institution is placed under special control (tokutei kanri), pursuant to Article 126-5 of the Deposit Insurance Act, the Deposit Insurance Corporation would control the operation and management of the financial institution’s business, assets and liabilities, including the potential transfer to a bridge financial institution established by the Deposit Insurance Corporation as its subsidiary, or such other financial institution as the Deposit Insurance Corporation may determine, of the financial institution’s systemically important assets

 

S-9

and liabilities, which in the case of Mizuho Financial Group would be expected to include the shares of Mizuho Bank, Mizuho Trust & Banking, Mizuho Securities and other material subsidiaries based on the Japanese TLAC Standard. Under the Japanese TLAC Standard, to facilitate that transfer, the Prime Minister may prohibit by its designation creditors of the financial institution from attaching any of our assets and claims which are to be transferred to a bridge financial institution or another financial institution pursuant to Article 126-16 of the Deposit Insurance Act. See also “Item 4. B. Information on the Company—Business Overview—Supervision and Regulation—Japan—Governmental Measures to Treat Troubled Institutions” in our annual report on Form 20-F for the fiscal year ended March 31, 2024, which is incorporated herein by reference. In addition, with respect to the Notes, given they are governed by the laws of the State of New York, the terms of the Notes will, in order to satisfy the requirements under the Japanese TLAC Standard, expressly limit the ability of the Noteholders to initiate any action to attach any of our assets, the attachment of which is so prohibited by the Prime Minister under Article 126-16 of the Deposit Insurance Act (or any successor provision thereto) for a period of 30 days from and including the date upon which the Prime Minister confirms that specified item 2 measures (tokutei dai nigo sochi) need to be applied to Mizuho Financial Group. See “Description of the Debt Securities—Limitation on Actions for Attachment” in the accompanying prospectus. The value of assets subject to a prohibition of attachment may decline while such prohibition is in effect, and following such period, Noteholders will be unable to attach any assets that have been transferred to a bridge financial institution or such other financial institution as part of our orderly resolution. The Deposit Insurance Corporation would also control the repayment of liabilities of the financial institution, and, ultimately, facilitate the orderly resolution of the financial institution through court-administrated insolvency proceedings. The Deposit Insurance Corporation has broad discretion in its application of these measures in accordance with the Deposit Insurance Act, Japanese insolvency laws and other relevant laws.

Under current Japanese laws and regulations, if Mizuho Financial Group becomes subject to specified item 2 measures (tokutei dai nigo sochi), the application of specified item 2 measures (tokutei dai nigo sochi) or other measures by, or any decision of, the Prime Minister, the Deposit Insurance Corporation or a Japanese court may result in your rights as a Noteholder or the value of your investment in the Notes being adversely affected. Under the Japanese TLAC Standard, it is currently expected that the Notes will not be transferred to a bridge financial institution or other transferee in the orderly resolution process but will remain as Mizuho Financial Group’s liabilities subject to court-administered insolvency proceedings. On the other hand, in an orderly resolution process, the shares of Mizuho Financial Group’s material subsidiaries may be transferred to a bridge financial institution or other transferee, pursuant to the authority of the Deposit Insurance Corporation to represent and manage and dispose of Mizuho Financial Group’s assets under Article 126-5 of the Deposit Insurance Act, with the permission of a Japanese court in accordance with Article 126-13 of the Deposit Insurance Act, which permission may be granted by court in accordance with the Deposit Insurance Act if (i) the financial institution is under special supervision (tokubetsu kanshi) by, or under special control (tokutei kanri) of, the Deposit Insurance Corporation pursuant to the Deposit Insurance Act, and (ii) the financial institution is, or is likely to be, unable to fully perform its obligations with its assets, or the financial institution has suspended, or is likely to suspend, repayment of its obligations, and Mizuho Financial Group would only be entitled to receive consideration representing the fair values of such shares, which could be significantly less than the book values of such shares. With respect to such transfer, given the Notes are governed by the laws of the State of New York, in order to satisfy the requirements under the Japanese TLAC Standard, Noteholders expressly acknowledge, accept, consent and agree to any transfer of our assets (including shares of our subsidiaries) or liabilities, or any portions thereof, with the permission of a Japanese court in accordance with Article 126-13 of the Deposit Insurance Act (or any successor provision thereto), including any such transfer made pursuant to the authority of the Deposit Insurance Corporation to represent and manage and dispose of Mizuho Financial Group’s assets under Article 126-5 of the Deposit Insurance Act (or any successor provision thereto). See “Description of the Debt Securities—Permitted Transfer of Assets or Liabilities” in the accompanying prospectus. Following such transfer, the recoverable value of Mizuho Financial Group’s residual assets in court-administered insolvency proceedings may not be sufficient to fully satisfy any payment obligations that Mizuho Financial Group may have under its liabilities, including the Notes. Moreover, the Notes will not be insured or guaranteed by the Deposit Insurance Corporation or any other government agency or insurer. Accordingly, the Noteholders may lose all or a portion of their investments in the Notes in court-administered insolvency proceedings.

 

S-10

The circumstances surrounding or triggering orderly resolution are unpredictable, and the Japanese TLAC Standard is subject to change.

The application of orderly resolution under the Deposit Insurance Act is inherently unpredictable and depends on a number of factors that may be beyond Mizuho Financial Group’s control. The commencement of the orderly resolution process under the Deposit Insurance Act depends on, among other things, a determination by the Prime Minister, following deliberation by the Financial Crisis Management Meeting, regarding Mizuho Financial Group’s viability, or the viability of one or more of Mizuho Financial Group’s subsidiaries, and the risk that their failures may cause a significant disruption to the financial market or systems in Japan. Under the Japanese TLAC Standard, it is possible that specified item 2 measures (tokutei dai nigo sochi) may be applied to us as a result of, among other things, absorption of losses by us on our loans to or investments in, or any other Internal TLAC of, any of our material subsidiaries or material sub-groups in Japan that are designated as systemically important by the FSA or any of our foreign subsidiaries that are subject to TLAC requirements or similar requirements imposed by a relevant foreign authority, prior to the failure of such subsidiary, pursuant to the terms of such loans, investments or other Internal TLAC or in accordance with applicable Japanese or foreign laws or regulations then in effect. However, under the Japanese TLAC Standard, the actual measures to be taken will be determined by the relevant authorities on a case-by-case basis, and, as a result, it may be difficult to predict when, if at all, Mizuho Financial Group may become subject to an orderly resolution process. Accordingly, the market value of the Notes may not necessarily be evaluated in a manner similar to other types of notes issued by non-financial institutions or by financial institutions subject to different regulatory regimes. For example, any indication that Mizuho Financial Group is approaching circumstances that could result in Mizuho Financial Group becoming subject to an orderly resolution process could also have an adverse effect on the market price and liquidity of the Notes.

In addition, there has been no application of the orderly resolution measures under the Deposit Insurance Act described in this prospectus supplement to date. Such measures are untested and will be subject to interpretation and application by the relevant authorities in Japan. It is uncertain how and under what standards the relevant authorities would determine that Mizuho Financial Group is, or is deemed likely to be unable to fully perform its obligations with its assets, or that Mizuho Financial Group has suspended, or is deemed likely to suspend, repayment of its obligations in determining whether to commence an orderly resolution process, and it is possible that particular circumstances that seem similar may lead to different results. In addition, the sequence and specific actions that will be taken in connection with orderly resolution measures and their impact on the Notes are uncertain. It is also uncertain whether a sufficient amount of assets will ultimately be available to the Noteholders. Mizuho Financial Group’s creditors, including the Noteholders, may encounter difficulty in challenging the application of orderly resolution measures to Mizuho Financial Group.

Although Mizuho Financial Group expects the Notes to qualify as external TLAC due in part to their structural subordination, there is no assurance that the Notes will qualify as such, which could affect our ability to meet the minimum TLAC requirements and subject us to potential adverse regulatory action. The Japanese TLAC Standard requires each Japanese G-SIB to hold external TLAC eligible instruments in an amount not less than 18% of its risk-weighted assets and 6.75% of the applicable Basel III leverage ratio denominator from March 31, 2022, and 7.10% of the applicable Basel III leverage ratio denominator from April 1, 2024, while excluding the amounts of deposits at the Bank of Japan from the total exposure for the purpose of calculation of the applicable Basel III leverage ratio denominator, taking into account exceptional macroeconomic conditions and other circumstances. Under the Japanese TLAC Standard, Japanese G-SIB’s access to Japan’s deposit insurance fund reserves qualifies as TLAC in the amount equivalent to 3.5% of consolidated risk-weighted assets from March 31, 2022. As the Japanese TLAC Standard is subject to change, if such changes occur in the future, may result in us issuing debt instruments in the future with term that differ from those of the Notes, which in turn could adversely affect the value of the Notes.

 

S-11

The Notes are unsecured obligations.

The Notes are unsecured obligations, and their repayment may be compromised if:

 

•

Mizuho Financial Group enters into bankruptcy, liquidation, rehabilitation or other winding-up proceedings;

 

•

Mizuho Financial Group defaults in payment under our secured indebtedness or other unsecured indebtedness; or

 

•

any of our indebtedness is accelerated.

If any of these events occurs, our assets may not be sufficient to pay amounts due on the Notes.

The Indenture and the Notes contain very limited restrictive covenants and provide limited protection in the event of a change in control.

The Indenture in respect of the Notes and the Notes do not contain any financial covenants or other restrictions on our ability to pledge or dispose of assets or to secure other indebtedness, pay dividends on our shares of common stock, incur indebtedness or our ability to issue new securities or repurchase our outstanding securities. These or other actions by us could adversely affect the ability of Mizuho Financial Group to pay amounts due on the Notes. In addition, the Indenture and the Notes do not contain any covenants or other provisions that afford more than limited protection to Noteholders in the event of a change in control. See “Description of the Debt Securities—Covenants” in the accompanying prospectus.

There is no prior market for the Notes, and the Notes may have limited liquidity.

There is no existing market for the Notes. Although we have made an application to the Luxembourg Stock Exchange to list the Notes on the official list of the Luxembourg Stock Exchange and for such Notes to be admitted to trading on the Luxembourg Stock Exchange’s Euro MTF Market, there can be no assurance that any active trading market for the Notes will develop or be sustained or whether, or at what price, Noteholders will be able to sell or otherwise transfer their Notes. The liquidity of any trading market for the Notes will depend upon the number of Noteholders, our results of operations and financial condition, the market for similar securities, the interest of securities dealers in making a market in the Notes and other factors. Although certain underwriters have informed us that they intend to make a market in the Notes, such underwriters are not obligated to do so, and any such market-making activity will be subject to the limits imposed by applicable law and may be interrupted or discontinued at any time without notice. If an active trading market for the Notes does not develop or is not sustained, the market price and liquidity of the Notes may be adversely affected and you may be unable to resell our Notes or may only be able to sell them at a substantial discount.

The ratings on the Notes could be lowered, suspended or withdrawn, and Mizuho Financial Group’s credit ratings may not reflect all risks of an investment in the Notes.

We intend to apply for credit ratings for the Notes. Mizuho Financial Group’s credit ratings may not reflect the potential impact of all risks relating to the market value of the Notes. However, real or anticipated changes in Mizuho Financial Group’s credit ratings will generally affect the market value of the Notes.

In addition, other rating agencies may assign credit ratings to the Notes with or without any solicitation from us and without any provision of information from us. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal, the assignment of new ratings that are lower than existing ratings, or a downgrade or potential downgrade in the ratings assigned to us, our subsidiaries or any of our respective securities and could reduce the scope of potential investors in the Notes and adversely affect the price and liquidity of the Notes. We have no obligation to inform Noteholders of any such downgrade, suspension, withdrawal or revision.

 

S-12

We may redeem the Notes at our option, subject to certain conditions.

We have the option to redeem each series of the Notes in whole, but not in part, on the date that is one year prior to the maturity date of such series of Notes at 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the date of redemption as described under “Description of the Notes—Optional Redemption,” in addition to the option to redeem the Notes of each series in whole, but not in part, at 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the date of redemption upon the occurrence of certain tax events as described under “Description of the Notes—Optional Tax Redemption.” Any such redemption is subject to certain conditions, including our obtaining prior confirmation of the FSA (if and to the extent required under the then applicable Japanese banking laws or regulations), regardless of whether such redemption would be favorable or unfavorable to you.

Any decision by us as to whether we will exercise our option to redeem the Notes will be made at our absolute discretion, subject to certain conditions. Our decision may be influenced by factors such as, but not limited to, the economic impact of exercising such option to redeem the Notes, any tax consequences, the applicable TLAC and other regulatory requirements and the prevailing market conditions. We may, for example, decide to redeem the Notes prior to their maturity date if the interest payable on the Notes is greater than the interest that would be payable on our other outstanding financial instruments of a comparable maturity, of comparable terms and of a comparable credit rating.

You will not have the right to request the redemption of the Notes. As a result, you may be required to bear the financial risks of an investment in the Notes until maturity. You should not invest in the Notes with the expectation that we will exercise our option to redeem the Notes. In addition, our optional redemption of the Notes or the perception that the Notes may be redeemed in the circumstances described above may negatively affect the market value of the Notes. Moreover, if we redeem the Notes, you may not be able to reinvest the redemption proceeds in financial instruments offering a yield comparable to that on the Notes.

Risks Relating to the Fixed-to-Fixed Reset Rate Notes

The interest rate on the Notes will reset on the 6-year Notes Reset Date and the 11-year Notes Reset Date, as applicable.

The interest rate on the Notes will initially be the applicable fixed per annum rate set forth on the cover page of this prospectus supplement from and including the issue date to, but excluding, the 6-year Notes Reset Date and the 11-year Notes Reset Date, as applicable. From and including the 6-year Notes Reset Date and the 11-year Notes Reset Date, as applicable, to, but excluding, the applicable maturity date, the interest rate on the Notes will be reset to a fixed per annum rate equal to the applicable U.S. Treasury Rate as determined by the Calculation Agent on the 6-year Notes Reset Determination Date and the 11-year Notes Reset Determination Date, as applicable, as described under “Description of the Notes—Fixed-to-Fixed Reset Rate Notes—Determination of the U.S. Treasury Rate,” plus the applicable spread set forth on the cover page of this prospectus supplement. As a result, the interest rate on the Notes following the 6-year Notes Reset Date and the 11-year Notes Reset Date, as applicable, may be less than the applicable initial interest rate, which would affect the amount of any interest payments under the Notes and, by extension, could affect their market value.

The historical U.S. Treasury Rates are not an indication of future U.S. Treasury Rates.

The interest rate on the Notes from and including the 6-year Notes Reset Date and the 11-year Notes Reset Date, as applicable, to, but excluding, the applicable maturity date will be reset to a fixed per annum rate to be determined based on the applicable U.S. Treasury Rate on the 6-year Notes Reset Determination Date and the 11-year Notes Reset Determination Date, as applicable. In the past, U.S. Treasury Rates have experienced significant fluctuations. You should note that historical levels, fluctuations and trends of U.S. Treasury Rates are not necessarily indicative of future levels. Any historical upward or downward trend in U.S. Treasury Rates is not an indication that U.S. Treasury Rates are more or less likely to increase or decrease at any time, and you should not take the historical U.S. Treasury Rates as an indication of future rates. You bear the financial risks of fluctuations in the U.S. Treasury Rates and their effect on the interest on, and the market value of, the Notes.

 

S-13

USE OF PROCEEDS

We estimate that we will receive net proceeds from the issuance and sale of each series of the Notes (after deducting underwriting discounts and estimated offering expenses payable by us) of approximately $1,493.0 million which we intend to use to make a loan that is intended to qualify as Internal TLAC under the Japanese TLAC Standard to Mizuho Bank. Mizuho Bank intends to utilize such funds for its general corporate purposes.

 

S-14

CAPITALIZATION AND INDEBTEDNESS

The following table sets forth our consolidated capitalization and indebtedness as of March 31, 2024 presented in accordance with U.S. GAAP, as adjusted to give effect to the offering of the Notes. You should read this table in conjunction with the consolidated financial statements and related notes incorporated by reference in this prospectus supplement.

 

		As of March 31, 2024(4)
		Actual				As adjusted
		(in millions of yen)
Indebtedness:
Short-term borrowings		¥	45,006,508			¥	45,006,508
Long-term debt(1)(2)(3)			16,277,331				16,504,161
Total indebtedness		¥	61,283,839			¥	61,510,669
Equity:
MHFG shareholders’ equity:
Common stock—no par value, 4,800,000,000 shares authorized, 2,539,249,894 shares issued			5,833,660				5,833,660
Retained earnings			3,120,236				3,120,236
Accumulated other comprehensive income, net of tax			984,578				984,578
Less: Treasury stock, at cost—Common stock 4,739,805 shares			(9,403	)			(9,403	)
Total MHFG shareholders’ equity			9,929,071				9,929,071
Noncontrolling interests			502,116				502,116
Total equity		¥	10,431,187			¥	10,431,187
Total capitalization and indebtedness		¥	71,715,026			¥	71,941,856

 

Notes:

(1)	We regularly issue senior and subordinated notes. We issued an aggregate of ¥230.0 billion of yen denominated unsecured perpetual subordinated notes in April 2024.

(2)	We redeemed €0.75 billion of Euro denominated senior notes in June 2024 and ¥55.0 billion of yen denominated unsecured fixed-term subordinated notes in June 2024.

(3)	Mizuho Bank redeemed U.S.$0.5 billion of U.S. dollar denominated senior notes in April 2024.

(4)	The following foreign currency exchange rate is used in the table above: ¥151.22 = U.S. $1.00.

Except as stated above, there has been no material change in our capitalization and indebtedness since March 31, 2024.

 

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SELECTED FINANCIAL AND OTHER INFORMATION (U.S. GAAP)

The following table sets forth our selected consolidated financial data under U.S. GAAP as of and for the fiscal years ended March 31, 2020, 2021, 2022, 2023 and 2024, which have been derived from our audited consolidated financial statements as of and for the same periods.

The consolidated financial statements of Mizuho Financial Group included in our annual report on Form 20-F for the fiscal year ended March 31, 2024 and incorporated herein by reference have been audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) by Ernst & Young ShinNihon LLC, our independent registered public accounting firm.

You should read the U.S. GAAP selected consolidated financial information presented below together with the information included in “Item 5. Operating and Financial Review and Prospects” and the audited consolidated financial statements, including the notes thereto, in our annual report on Form 20-F for the fiscal year ended March 31, 2024, which is incorporated herein by reference. The information presented below is qualified in its entirety by reference to that information.

 

		As of and for the fiscal years ended March 31,
		2020				2021				2022				2023				2024
		(in millions of yen, except per share data, share number information and percentages)
Statement of Income data:
Interest and dividend income		¥	2,151,172			¥	1,456,556			¥	1,443,941			¥	3,388,791			¥	5,767,000
Interest expense			1,271,381				467,939				374,132				2,180,064				4,562,076
Net interest income			879,791				988,617				1,069,809				1,208,727				1,204,924
Provision (credit) for credit losses			156,200				112,776				214,408				93,753				47,135
Net interest income after provision (credit) for credit losses			723,591				875,841				855,401				1,114,974				1,157,788
Noninterest income (loss)			1,307,740				2,041,320				669,790				888,103				2,743,729
Noninterest expenses			1,877,841				1,888,397				1,767,679				1,933,907				2,278,406
Income (loss) before income tax expense (benefit)			153,490				1,028,764				(242,488	)			69,170				1,623,112
Income tax expense (benefit)			47,175				210,716				(141,017	)			35,142				425,120
Net income (loss)			106,315				818,048				(101,471	)			34,028				1,197,992
Less: Net income (loss) attributable to noncontrolling interests			(43,880	)			236,283				3,251				48,037				285,519
Net income (loss) attributable to MHFG shareholders		¥	150,195			¥	581,765			¥	(104,722	)		¥	(14,009	)		¥	912,473
Net income (loss) attributable to common shareholders		¥	150,195			¥	581,765			¥	(104,722	)		¥	(14,009	)		¥	912,473
Amounts per share(1):
Basic earnings per common share—net income (loss) attributable to common shareholders		¥	59.19			¥	229.27			¥	(41.28	)		¥	(5.52	)		¥	359.70
Diluted earnings per common share—net income (loss) attributable to common shareholders		¥	59.19			¥	229.26			¥	(41.28	)		¥	(5.52	)		¥	359.65
Number of shares used to calculate basic earnings per common share (in thousands)			2,537,368				2,537,513				2,537,051				2,536,596				2,536,775
Number of shares used to calculate diluted earnings per common share (in thousands)			2,537,526				2,537,602				2,537,051				2,536,596				2,537,100
Cash dividends per share of common stock(2)(3):		¥	75.00			¥	75.00			¥	80.00			¥	85.00			¥	105.00
		$	0.70			$	0.68			$	0.66			$	0.64			$	0.69
Balance sheet data:
Total assets		¥	211,218,760			¥	221,651,474			¥	231,550,704			¥	248,780,722			¥	272,173,152
Loans, net of allowance			87,087,233				87,930,018				89,480,766				93,474,798				97,694,674
Total liabilities			202,043,136				211,963,317				222,108,473				239,055,588				261,741,965
Deposits			144,948,667				151,010,604				157,178,284				164,935,625				172,361,748
Long-term debt			10,346,152				11,706,471				12,578,216				14,893,023				16,277,331
Common stock			5,827,500				5,826,863				5,816,834				5,832,729				5,833,660
Total MHFG shareholders’ equity			8,512,365				9,105,238				8,914,212				8,915,491				9,929,071

 

S-16

		As of and for the fiscal years ended March 31,
		2020				2021				2022				2023				2024
		(in millions of yen, except per share data, share number information and percentages)
Other financial data:
Return on equity and assets:
Net income (loss) attributable to common shareholders as a percentage of total average assets			0.07	%			0.26	%			(0.04	)%			(0.01	)%			0.33%
Net income (loss) attributable to common shareholders as a percentage of average MHFG shareholders’ equity			1.95	%			7.50	%			(1.30	)%			(0.16	)%			10.03%
Dividends per common share as a percentage of basic earnings per common share			126.71	%			32.71	%			(193.80	)%			(1,539.86	)%			29.19%
Average MHFG shareholders’ equity as a percentage of total average assets			3.81	%			3.43	%			3.46	%			3.46	%			3.33%
Net interest income as a percentage of total average interest-earning assets			0.48	%			0.48	%			0.50	%			0.54	%			0.49%

 

Notes:

(1)

Figures have been adjusted to reflect the share consolidation in respect of our common stock on the basis of one post-consolidation share per ten pre-consolidation shares which became effective on October 1, 2020. For purposes of the amounts per share, we have assumed the effective date of the share consolidation to be April 1, 2019.

(2)

Yen amounts are expressed in U.S. dollars at the rate of ¥107.53 = U.S. $1.00, ¥110.61 = U.S. $1.00, ¥121.44 = U.S. $1.00, ¥132.75 = U.S. $1.00 and ¥151.22 = U.S. $1.00 for the fiscal years ended March 31, 2020, 2021, 2022, 2023 and 2024, respectively. These rates are the noon buying rates on the respective fiscal year-end dates in New York City for cable transfers in yen as certified for customs purposes by the Federal Reserve Bank of New York.

(3)

Figures represent cash dividends per share with respect to the applicable fiscal year. Dividends with respect to a fiscal year include year-end dividends and interim dividends. Declaration and payment of dividends are conducted during the immediately following fiscal year, in the case of year-end dividends, or immediately following interim period, in the case of interim dividends.

 

S-17

SUPPLEMENTAL FINANCIAL AND OTHER INFORMATION (JAPANESE GAAP)

The table below sets forth our selected historical consolidated and other financial data under Japanese GAAP, as of and for the fiscal years ended March 31, 2020, 2021, 2022, 2023 and 2024.

The selected consolidated financial information as of and for the fiscal years ended March 31, 2020, 2021, 2022, 2023 and 2024 has been derived from our audited consolidated financial statements under Japanese GAAP which have been audited by Ernst & Young ShinNihon LLC, our independent auditor, and which are not included in or incorporated by reference into this prospectus supplement.

Some statistical information is primarily reported by Japanese banks on a non-consolidated basis and is presented as such in this prospectus supplement. Selected aggregated non-consolidated figures for the principal banking subsidiaries of the Mizuho Group are also provided for reference purposes.

Japanese GAAP differs in certain respects from 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, which is incorporated by reference herein.

Selected Consolidated Financial Data for Mizuho Group

The table below sets forth selected historical consolidated financial data, as of and for the fiscal years ended March 31, 2020, 2021, 2022, 2023 and 2024.

 

		As of and for the fiscal years ended March 31,
		2020				2021				2022				2023				2024
		(in millions of yen, except percentages or where otherwise noted)
Statement of Income data:
Interest income		¥	2,014,440			¥	1,333,509			¥	1,309,009			¥	3,178,214			¥	5,772,536
Interest expense			1,280,897				427,826				315,550				2,217,636				4,884,924
Net interest income			733,542				905,683				993,458				960,578	(1)			887,612	(1)
Fiduciary income			58,565				55,160				60,490				58,958				61,487
Net fee and commission income			619,243				687,147				740,995				751,693				856,608
Net trading income			391,299				388,130				287,685				334,708				726,584
Net other operating income			259,567				162,571				169,839				172,466				171,013
General and administrative expenses			1,378,398				1,414,608				1,392,896				1,445,283				1,663,951
Other income			318,438				380,978				354,366				231,467				457,762
Other expenses			383,542				512,900				610,067				285,625				542,080
Income before income taxes			618,717				652,163				603,872				778,964				955,035
Income taxes:
Current(2)			150,088				165,688				117,341				170,805				276,194
Deferred			11,408				9,099				(56,652	)			48,029				(4,459	)
Profit			457,221				477,375				543,183				560,130				683,299
Profit attributable to non-controlling interests			8,652				6,355				12,703				4,602				4,305
Profit attributable to owners of parent(3)		¥	448,568			¥	471,020			¥	530,479			¥	555,527			¥	678,993	(4)(5)
Gross profits (excluding the amounts of credit costs of trust accounts)(6)		¥	2,062.2			¥	2,198.6			¥	2,252.4			¥	2,278.4			¥	2,703.3
Gross profits (excluding the amounts of credit costs of trust accounts) + net gains (losses) related to ETFs and others(6)			2,072.8				2,200.7				2,254.3				2,280.2				2,672.2	(7)(8)
General and administrative expenses (excluding Non-Recurring Losses and others)(6)			1,411.4				1,408.6				1,414.9				1,473.5				1,681.9	(9)
Net business profits (excluding the amounts of credit costs of trust accounts, before reversal of (provision for) general reserve for losses on loans)(6)			661.9				797.7				851.2				805.2				1,036.8

 

S-18

		As of and for the fiscal years ended March 31,
		2020				2021				2022				2023				2024
		(in millions of yen, except percentages or where otherwise noted)
Net business profits (excluding the amounts of credit costs of trust accounts, before reversal of (provision for) general reserve for losses on loans) + net gains (losses) related to ETFs and others(6)			672.5				799.7				853.1				807.1				1,005.8	(8)(10)(11)
Ordinary profits(6)			637.8				536.3				559.8				789.6				914.0
Credit-related costs(6)(12)			171.7				204.9				235.1				89.3				106.3
Net gains (losses) related to stocks(6)(13)			137.1				12.1				(43.8	)			86.4				23.6
Impairment loss on stocks(6)			(41.6	)			(5.8	)			(41.6	)			(2.0	)			(2.2	)
Balance sheet data:
Total assets		¥	214,659,077			¥	225,586,211			¥	237,066,142			¥	254,258,203			¥	278,672,151
Loans and bills discounted(14)			83,468,185				83,704,675				84,736,280				88,687,155				92,778,781
Securities			34,907,234				43,697,262				44,641,060				37,363,140				38,245,422	(15)
Deposits(16)			144,472,235				150,504,978				155,699,803				164,287,324				171,445,201
Net assets			8,663,847				9,362,207				9,201,031				9,208,463				10,312,135
Basel III related data:(17)
Common Equity Tier 1 capital		¥	7,244,776			¥	7,849,969			¥	8,067,279			¥	8,315,525			¥	9,259,977
Additional Tier 1 capital			1,779,627				1,851,961				1,646,011				1,487,870				1,541,858
Tier 1 capital			9,024,404				9,701,931				9,713,290				9,803,395				10,801,836
Tier 2 capital			1,697,873				1,683,464				1,638,391				1,503,569				1,512,779
Total capital			10,722,278				11,385,395				11,351,682				11,306,965				12,314,615
Risk-weighted assets			62,141,217				67,481,983				64,730,439				70,434,154				72,720,245	(18)
Common Equity Tier 1 capital ratio			11.65	%			11.63	%			12.46	%			11.80	%			12.73	%
Common Equity Tier 1 capital ratio(19)			11.00	%			10.46	%			11.52	%			11.28	%			11.83	%
Common Equity Tier 1 capital ratio(20)			9.3	%			10.0	%			9.9	%			9.9	%			10.5	%
Common Equity Tier 1 capital ratio(20)(21)			8.8	%			9.1	%			9.3	%			9.5	%			9.8	%
Tier 1 capital ratio			14.52	%			14.37	%			15.00	%			13.91	%			14.85	%
Total capital ratio			17.25	%			16.87	%			17.53	%			16.05	%			16.93	%
Total exposures(22)		¥	220,977,568			¥	200,546,630			¥	212,972,004			¥	219,441,116			¥	229,376,808
Leverage ratio(22)			4.08	%			4.83	%			4.56	%			4.46	%			4.70	%
External TLAC ratio (risk-weighted assets basis, excluding capital buffers)(23)			21.95	%			21.42	%			24.24	%			24.02	%			25.35	%
External TLAC ratio (total exposure basis, including capital buffers)(22)(24)			7.16	%			8.39	%			8.43	%			8.85	%			9.17	%(24)
Consolidated liquidity coverage ratio(25)			137.3	%			135.8	%			136.5	%			130.6	%			129.7	%
Total high-quality liquid assets(6)(26)		¥	60,112.7			¥	72,792.2			¥	71,174.1			¥	77,599.9			¥	81,168.3
Net cash outflows(6)(26)			43,816.7				53,607.0				52,140.9				59,419.4				62,571.6
Asset quality:
Non-performing loans (“NPL”) balances and ratios(27):
Claims against bankrupt and substantially bankrupt obligors(6)		¥	59			¥	55			¥	50			¥	43			¥	36
Claims with collection risk(6)			383				409				722				655				700
Claims for special attention(6)			257				377				354				372				515
Total disclosed claims under the Financial Reconstruction Act (“FRA”)(6)(27)			700				842				1,127				1,071				1,252	(28)
Normal claims(6)			92,670				93,191				96,228				100,459				105,382
Total claims(6)		¥	93,370			¥	94,034			¥	97,355			¥	101,531			¥	106,635
NPL ratio(27)(29)			0.75	%			0.89	%			1.15	%(30)			1.05	%(30)			1.17	%(30)
Other data:
Other securities(6)(31)		¥	32,166.4			¥	40,931.5			¥	41,075.5			¥	33,613.6			¥	31,404.6	(32)
Japanese stocks(6)			1,272.0				1,167.7				1,077.3				997.3				916.9
Japanese bonds(6)			15,756.6				24,190.0				28,672.6				20,300.7				14,394.8
Foreign bonds(6)			12,501.2				12,466.9				9,351.8				10,135.1				13,005.0	(33)
Other(6)			2,636.5				3,106.9				1,973.6				2,180.2				3,087.7	(34)
Unrealized gains (losses) related to other securities(35)(36)			1,176,337				1,570,772				962,735				753,341				1,273,714
Japanese stocks			1,071,551				1,665,784				1,472,467				1,481,771				2,133,218
Japanese bonds			(54,100	)			(44,978	)			(52,186	)			(61,492	)			(28,514	)
Foreign bonds			200,954				(33,009	)			(414,293	)			(580,593	)			(712,294	)
Other			(42,067	)			(17,024	)			(43,251	)			(86,343	)			(118,696	)
Net gains (losses) related to bonds			114,242				1,618				(52,447	)			(184,107	)			(37,102	)

 

S-19

 

Notes:

(1)

Net interest income from domestic operations for Mizuho Bank and Mizuho Trust & Banking on a non-consolidated basis was ¥474.3 billion and ¥498.2 billion for the fiscal year ended March 31, 2023 and 2024, respectively. Net interest income from international operations for Mizuho Bank and Mizuho Trust & Banking on a non-consolidated basis was ¥416.2 billion and ¥388.4 billion for the fiscal year ended March 31, 2023 and 2024, respectively.

(2)	Includes refund of income taxes.

(3)

For the fiscal year ended March 31, 2020, 2021, 2022, 2023 and 2024, consolidated ROE was 5.8%, 5.9%, 6.4%, 6.6% and 7.6%, respectively. Consolidated ROE is defined as annualized profit attributable to owners of parent / the average value of (total shareholders’ equity + total accumulated other comprehensive income - net unrealized gains (losses) on other securities).

(4)

Includes (i) ¥555.3 billion from the Customer Groups (an increase of ¥21.8 billion from the previous fiscal year), which included (a) ¥51.2 billion from Retail & Business Banking Company (an increase of ¥11.9 billion from the previous fiscal year), (b) ¥287.3 billion from Corporate & Investment Banking Company (a decrease of ¥7.4 billion from the previous fiscal year), (c) ¥223.5 billion from Global Corporate & Investment Banking Company (an increase of ¥27.5 billion from the previous fiscal year) and (d) ¥(6.6) billion from Asset Management Company (a decrease of ¥10.3 billion from the previous fiscal year), and (ii) ¥82.8 billion from Markets (Global Markets Company) (an increase of ¥48.0 billion from the previous fiscal year), which included net gains (losses) related to ETFs of Mizuho Bank and Mizuho Trust & Banking on a non-consolidated basis (“net gains (losses) related to ETFs”), each aggregated figures for Mizuho Bank, Mizuho Trust & Banking, Mizuho Securities and other major subsidiaries on a non-consolidated basis, on a management accounting basis (“Group aggregated”). Figures for the changes from the fiscal year ended on March 31, 2023 were recalculated based on the management accounting rules, which applied from the beginning of the fiscal year ended March 31, 2024 (the “new management accounting rules”).

(5)	Net extraordinary gains were ¥40.9 billion (an increase of ¥51.6 billion from the previous fiscal year), which included gains on cancellation of employee retirement benefit trust of ¥52.7 billion (an increase of ¥5.1 billion from the previous fiscal year).

(6)	In billions of yen.

(7)

Includes (i) ¥2,033.0 billion from the Customer Groups (an increase of ¥135.7 billion from the previous fiscal year), which included (a) ¥749.2 billion from Retail & Business Banking Company (an increase of ¥42.6 billion from the previous fiscal year), (b) ¥556.3 billion from Corporate & Investment Banking Company (an increase of ¥47.6 billion from the previous fiscal year), (c) ¥670.2 billion from Global Corporate & Investment Banking Company (an increase of ¥43.0 billion from the previous fiscal year) and (d) ¥57.2 billion from Asset Management Company (an increase of ¥2.4 billion from the previous fiscal year), and (ii) ¥432.5 billion from Markets (Global Markets Company) (an increase of ¥118.3 billion from the previous fiscal year), which included (a) ¥45.4 billion from Banking Section (an increase of ¥64.4 billion from the previous fiscal year) and (b) ¥387.1 billion from Sales & Trading Section (an increase of ¥53.8 billion from the previous fiscal year), which included net gains (losses) related to ETFs, each Group aggregated. Figures for the changes from the fiscal year ended on March 31, 2023 were recalculated based on the new management accounting rules.

(8)	Includes net gains (losses) related to ETFs and others was ¥(31.0) billion for the fiscal year ended March 31, 2024 (a decrease of ¥32.8 billion from the previous fiscal year).

(9)

Includes (i) ¥1,257.4 billion incurred for the Customer Groups (an increase of ¥105.3 billion from the previous fiscal year), which included (a) ¥651.1 billion incurred for Retail & Business Banking Company (an increase of ¥45.4 billion from the previous fiscal year), (b) ¥217.8 billion incurred for Corporate & Investment Banking Company (an increase of ¥15.7 billion from the previous fiscal year), (c) ¥352.4 billion incurred for Global Corporate & Investment Banking Company (an increase of ¥43.1 billion from the previous fiscal year) and (d) ¥36.1 billion incurred for Asset Management Company (an increase of ¥1.1 billion from the previous fiscal year), and (ii) ¥307.4 billion incurred for Markets (Global Markets Company) (an increase of ¥54.0 billion from the previous fiscal year), which included (a) ¥50.0 billion incurred for Banking Section (an increase of ¥7.0 billion from the previous fiscal year) and (b) ¥257.4 billion incurred for Sales & Trading Section (an increase of ¥46.9 billion from the previous fiscal year), which included net gains (losses) related to ETFs, each Group aggregated. Figures for the changes from the fiscal year ended on March 31, 2023 were recalculated based on the new management accounting rules.

(10)

Includes (i) ¥791.4 billion from the Customer Groups (an increase of ¥47.7 billion from the previous fiscal year), which included (a) ¥105.0 billion from Retail & Business Banking Company (an increase of ¥24.7 billion from the previous fiscal year), (b) ¥346.2 billion from Corporate & Investment Banking Company (an increase of ¥33.3 billion from the previous fiscal year), (c) ¥337.4 billion from Global Corporate & Investment Banking Company (a decrease of ¥0.2 billion from the previous fiscal year) and (d) ¥2.8 billion from Asset Management Company (a decrease of ¥10.1 billion from the previous fiscal year), and (ii) ¥125.0 billion from Markets (Global Markets Company) (an increase of ¥65.1 billion from the previous fiscal year), which included (a) ¥(4.6) billion from Banking Section (an increase of ¥57.4 billion from the previous fiscal year) and (b) ¥129.6 billion from Sales & Trading Section (an increase of ¥7.6 billion from the previous fiscal year) which included net gains (losses) related to ETFs, each Group aggregated. Figures for the changes from the fiscal year ended on March 31, 2023 were recalculated based on the new management accounting rules.

(11)

The growth in our consolidated net business profits (excluding the amounts of credit costs of trust accounts, before reversal of (provision for) general reserve for losses on loans) + net gains (losses) related to ETFs and others for the fiscal year ended March 31, 2024) from the previous fiscal year of ¥46.0 billion was from our focus areas, which consisted of ¥9.0 billion in asset and wealth management, ¥25.0 billion in domestic corporate business, and ¥12.0 billion in global CIB business (Global Corporate & Investment Banking Company and Global Markets Company’s Sales & Trading Section outside of Japan).

(12)

Credit-related costs consist of (a) expenses related to portfolio problems (including reversal of (provision for) general reserve for losses on loans), (b) gains on reversal of reserves for possible losses on loans, and others, and (c) credit costs for trust accounts. For the fiscal year ended March 31, 2022, credit-related costs of ¥235.1 billion included ¥207.5 billion of credit-related costs and ¥27.6 billion of reserves recorded from a forward-looking perspective. For the fiscal year ended March 31, 2023, credit-related costs of ¥89.3 billion included ¥79.0 billion of credit-related costs and ¥10.3 billion of reserves recorded from a forward-looking perspective. For the fiscal year ended March 31, 2024, credit-related costs of ¥106.3 billion included ¥132.9 billion of credit-related costs and ¥26.6 billion of reversal of reserves recorded from a forward-looking perspective. For the fiscal year ended March 31, 2024, Retail & Business Banking

 

S-20

Company, Corporate & Investment Banking Company and Global Corporate & Investment Banking Company recorded ¥6.7 billion, ¥86.3 billion and ¥(1.5) billion, respectively, on the new management accounting rules basis. As of March 31, 2022, March 31, 2023 and March 31, 2024, we had a balance of reserves recorded from a forward-looking perspective of ¥81.7 billion, ¥42.3 billion and ¥15.3 billion, respectively (period end balance).

(13)	Net gains (losses) related to stocks—net gains (losses) related to ETFs and others was ¥54.7 billion for the fiscal year ended March 31, 2024 (a decrease of ¥29.9 billion from the previous fiscal year).

(14)	Bills discounted refer to a form of financing in Japan under which promissory notes obtained by corporations through their regular business activities are purchased by banks prior to their payment dates at a discount based on prevailing interest rates.

(15)

Includes ¥11.4 trillion of Japanese government bonds (a decrease of ¥5.7 trillion from the end of the previous fiscal year), ¥15.8 trillion of foreign bonds (an increase of ¥5.0 trillion from the end of the previous fiscal year) and ¥3.7 trillion of Japanese stocks (an increase of ¥0.7 trillion from the end of the previous fiscal year) as of March 31, 2024.

(16)	Includes negotiable certificates of deposit.

(17)

Risk-adjusted capital data are calculated on a Basel III basis from the fiscal year ended March 31, 2013. We adopted the advanced internal ratings-based approach for the calculation of risk-weighted assets associated with credit risk from the fiscal year ended March 31, 2009. We also adopted the advanced measurement approach for the calculation of operational risk from the fiscal year ended March 31, 2010 until the fiscal year ended March 31, 2023, and the standardized approach from the fiscal year ended March 31, 2024. For more details on capital adequacy requirements set by the Bank for International Settlements, and the guideline implemented by the FSA in compliance thereto, see “Item 5. Operating and Financial Review and Prospects—Capital Adequacy” in our annual report on Form 20-F for the fiscal year ended March 31, 2024, which is incorporated by reference herein.

(18)

On a fully-effective basis under the Basel III finalization framework expected to be fully applied in 2029, risk-weighted assets are ¥87.5 trillion, calculated based on our current portfolio as of March 31, 2024 (an increase of approximately 20% from ¥72.7 trillion on a transitional basis under the Basel III finalization framework).

(19)

Excluding net unrealized gains (losses) on other securities and its associated deferred gains (losses) on hedges from the numerator. Deducts risk weighted assets associated with net unrealized gains (losses) on other securities (Japanese stocks) from the denominator. Includes the effect of partially fixing unrealized gains on stocks through hedging transactions.

(20)	On a fully-effective basis under the Basel III finalization framework expected to be fully applied in 2029.

(21)

Excluding net unrealized gains (losses) on other securities and its associated deferred gains (losses) on hedges from the numerator. Deducts risk weighted assets associated with net unrealized gains (losses) on other securities (Japanese stocks) from the denominator. Includes the effect of partially fixing unrealized gains on stocks through hedging transactions. The capital floor is also calculated after deducting the associated reserves from risk weighted assets using the standardized approach.

(22)

Due to the amendment to the leverage ratio regulations and TLAC regulations introduced as a temporary measure by the FSA, the amount of deposits to the Bank of Japan was excluded from total exposure since March 31, 2021. Accordingly, such amounts, as well as leverage ratios and external TLAC ratios on a total exposure basis, are not directly comparable to prior years.

(23)	Calculated after deduction of capital buffer requirement. As of March 31, 2024, the external TLAC (excluding capital buffer) was ¥18.4 trillion.

(24)	Calculated before deduction of capital buffer requirement. As of March 31, 2024, the external TLAC (including capital buffer) was ¥21.0 trillion.

(25)

For the three months ended March 31, 2020, 2021, 2022, 2023 and 2024, respectively. Consolidated liquidity coverage ratio is calculated as the three-month average of the daily liquidity coverage ratio for the relevant three months, which is calculated by dividing the balance of total high-quality liquid assets by the amount of net cash outflows on a daily basis for the same three months.

(26)	For the three months ended March 31, 2020, 2021, 2022, 2023 and 2024, respectively.

(27)	Total disclosed claims and NPL ratios as of March 31, 2021 or before are based on the FRA, and total disclosed claims and NPL ratios as of March 31, 2022 or after are based on the Banking Act and the FRA (including trust account).

(28)

As of March 2024, we had U.S. $1.12 billion of Russian related exposures (72% from non-Japanese (Russian) clients (including project finance transactions), 25% from central banks and interbank transactions and 3% from Japanese clients), which was less than 0.1% of our total exposure. As of the same time, we had no Ukraine or Belarus related exposure. The Russian related exposure figures are on an aggregate basis of Mizuho Bank and Mizuho Trust & Banking, each on a consolidated basis, and take into account the guarantee amount in the country where the risk exists, and the exposure primarily consisted of outstanding loans, commitment lines, guarantee transactions and derivatives-related credit.

(29)	NPL ratio = total disclosed claims under the FRA / total claims. Includes banking account and trust account.

(30)	The outside Japan NPL ratio of Mizuho Bank (including banking subsidiaries outside Japan), on its in-house company management basis, was 0.51%, 0.52% and 0.62% as of March 31, 2022, 2023, and 2024, respectively.

(31)	Other securities which have readily determinable fair values. Excluding investments in partnership. Figures are on an acquisition cost basis.

(32)	As of March 31, 2024, bonds held to maturity by Mizuho Bank and Mizuho Trust & Banking on a non-consolidated basis was ¥4,045.1 billion (an increase of ¥1,996.9 billion from the end of the previous fiscal year).

(33)	Includes ¥8,573.0 billion attributable to U.S. treasury and government-sponsored enterprise bonds issued in U.S. (an increase of ¥2,206.5 billion from the end of the previous fiscal year).

(34)

Includes ¥346.4 billion attributable to bear funds (hedges aiming to fix unrealized gains on Japanese stocks) (a decrease of ¥82.8 billion from the end of the previous fiscal year) and ¥2,741.3 billion attributable to investment trusts and others (an increase of ¥990.3 billion from the end of the previous fiscal year).

(35)

Other securities which have readily determinable fair values. Excluding investments in partnership. Changes in value to be recorded directly to net assets after tax and other necessary adjustments. Japanese stocks on March 31, 2020 were calculated based on the average market price of the month. Other items were calculated based on the quoted market price if available, or other reasonable value, at the end of the month.

(36)

For the fiscal year ended March 31, 2024, net unrealized gains (losses) related to other securities (changes in value to be recorded directly to net assets and after applying net deferred gains/losses of deferred hedging accounting among hedging instruments) was ¥1,455.4 billion (an increase of ¥643.0 billion from the end of the previous fiscal year), which included ¥2,133.2 billion attributable to

 

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Japanese stocks (an increase of ¥651.4 billion from the end of the previous fiscal year), ¥(34.5) billion attributable to Japanese bonds (an increase of ¥41.4 billion from the end of the previous fiscal year) of which ¥0.2 billion was attributable to Japanese government bonds (an increase of ¥46.6 billion from the end of the previous fiscal year), ¥(494.1) billion attributable to foreign bonds (a decrease of ¥39.5 billion from the end of the previous fiscal year) of which ¥(460.9) billion was attributable to U.S. treasury and government-sponsored enterprise bonds issued in U.S. (a decrease of ¥46.9 billion from the end of the previous fiscal year) and ¥(149.0) billion attributable to other (a decrease of ¥10.2 billion from the end of the previous fiscal year) of which ¥(136.9) billion was attributable to bear funds (a decrease of ¥111.1 billion from the end of the previous fiscal year) and ¥(12.0) billion was attributable to investment trusts and others (an increase of ¥100.8 billion from the end of the previous fiscal year).

Other Related Information for Mizuho Group

 

		As of or for the fiscal years ended
Aggregated non-consolidated figures of Mizuho Group’s principal banking subsidiaries(1)		March 31, 2022				March 31, 2023				March 31, 2024
		(in trillions of yen, except percentages) (on a management accounting basis)
Loan balance in Japan
Average balance
Retail & Business Banking Company – Individuals		¥	8.9			¥	8.6			¥	8.2
Retail & Business Banking Company – Corporate			15.9				16.0				16.3
Corporate & Investment Banking Company(2)			29.9				30.0				31.2
Total		¥	54.7			¥	54.6			¥	55.8
Period-end Balance
Retail & Business Banking Company – Individuals		¥	8.8			¥	8.4			¥	8.0
Retail & Business Banking Company – Corporate			15.7				15.9				16.5
Corporate & Investment Banking Company(2)			29.5				30.2				31.8
Total		¥	54.1			¥	54.6			¥	56.6
Loan and deposit rate margin in Japan(3)
Returns on Loans and Bills Discounted (a)			0.74	%			0.76	%			0.76	%
Costs of Deposits (b)			0.00	%			0.00	%			0.00	%
Loans and Deposit Rate Margin (a) – (b)			0.74	%			0.76	%			0.76	%
Loan spreads in Japan
Retail & Business Banking Company – Corporate			0.58	%			0.60	%			0.61	%
Corporate & Investment Banking Company(2)			0.52	%			0.53	%			0.55	%
Non-consolidated figures of Mizuho Bank (4)		March 31, 2022				March 31, 2023				March 31, 2024
		(in billions of U.S. dollars, except percentages) (on a management accounting basis)
Loan balance outside Japan
Average balance
APAC		$	103.2			$	106.2			$	93.6
Americas			88.4				101.4				106.1
Europe, Middle East and Africa (“EMEA”)			51.2				57.4				50.3
Total		$	242.8			$	265.0			$	250.0
Period-end Balance
APAC		$	102.4			$	97.2			$	85.4
Americas			90.6				107.4				103.2
EMEA			55.2				50.6				46.8
Total		$	248.2			$	255.2			$	235.4
Loan and deposit rate margin outside Japan(5)(6)
Returns on Loans and Bills Discounted (a)			1.29	%			3.48	%			5.84	%
Costs of Deposits (b)			0.12	%			2.35	%			4.48	%
Loan and Deposit Rate Margin (a) – (b)			1.16	%			1.12	%			1.36	%
Loan spreads outside Japan			1.07	%			1.01	%			1.06	%

 

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		For the fiscal years ended March 31,
Non-interest Income from Customer Groups(7)		2023				2024
		(in billions of yen) (on a management accounting basis)
Non-interest Income		¥	1,095.4			¥	1,178.9
Retail & Business Banking Company			418.2				431.3	(8)
Individual Asset Formation(9)			114.5				127.3
Solution Businesses(10)			113.9				120.6
Other.			189.7				183.4
Corporate & Investment Banking Company(2)			265.2				297.7
Solution Businesses(10)			135.9				164.1
Other.			129.3				133.6
Global Corporate & Investment Banking Company(11)			312.2				347.4
Investment Banking Business			35.8				70.1
Credit-related fees			184.2				190.0
Other			92.2				87.3
Asset Management Company			55.3				57.8

 

		For the fiscal years ended March 31,
Non-interest Income for Global Corporate & Investment Banking Company(7)(11)		2023				2024
		(in billions of yen) (on a management accounting basis)
APAC		¥	107.9			¥	115.6
Americas			139.0				174.5	(12)
EMEA			55.3				57.3
Total		¥	312.3			¥	347.4

 

		For the fiscal years ended March 31,
Non-interest Income for Domestic Corporate Solutions Business(7)		2023				2024
		(in billions of yen) (on a management accounting basis)
Credit-related fees		¥	123.7			¥	145.8
Real-estate			54.4				55.8
Investment Banking Business			41.2				47.4
Total		¥	219.2			¥	248.9

 

Notes:

(1)

New management accounting rules were applied. Figures from the fiscal year ended March 31, 2022 to the fiscal year ended on March 31, 2023 were recalculated based on the new management accounting rules. Excluding loans between the consolidated entities, and loans to the Japanese government and others.

(2)	The Corporate & Investment Banking Company was newly established by integrating the former Corporate & Institutional Company with the investment banking functions of the former Global Products Unit on April 1, 2023 as part of our internal restructuring.

(3)	Figures from domestic operations excluding loans to financial institutions (including Mizuho Financial Group), and the Japanese government and others.

(4)

New management accounting rules were applied. Figures from the fiscal year ended March 31, 2022 to the fiscal year ended on March 31, 2023 were recalculated based on the new management accounting rules. Excluding loans between the consolidated entities. Mizuho Bank (including the subsidiaries in China, the U.S., the Netherlands, Indonesia, Malaysia, Russia, Brazil and Mexico).

(5)	Figures from international operations.

(6)

There was an error in some of the figures for returns on loans and bills discounted after the mid-term period of the fiscal year ended March 31, 2023. The figures for the fiscal year ended March 31, 2023 included in this table are the corrected figures. Individually these figures are 2.34% during the six-month period ended September 30, 2022, 2.98% during the nine-month period ended December 31, 2022, 5.55% during the three-month period ended June 30, 2023, 5.68% during the six-month period ended September 30, 2023 and 5.77% during the nine-month period ended December 31, 2023 (accumulative totals for each fiscal year).

(7)	Group aggregated. New management accounting rules were applied. Total amount of non-interest income for the fiscal year ended March 31, 2023 was recalculated based on the new management accounting rules (originally ¥1,113.4 billion).

 

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(8)

Total assets in custody was ¥61.8 trillion (an increase of ¥10.8 trillion from the previous fiscal year), and the number of NISA Accounts of Mizuho Bank and Mizuho Securities was 740,000 (an increase of 80,000 from the previous fiscal year). Total assets in custody was calculated by a combination of Mizuho Securities’ Retail Banking Divisions, Mizuho Bank and Mizuho Trust & Banking on a non-consolidated basis (individual annuities, investment trusts excluding MMF, and foreign currency deposits).

(9)	Consists of Mizuho Bank investment trusts and annuities, plus Mizuho Securities individual segment and private banking segment.

(10)	Including fees related to investment banking business and real estate brokerage.

(11)	The Global Corporate Company was renamed Global Corporate & Investment Banking Company on April 1, 2023 as part of our internal restructuring.

(12)

Includes ¥59.6 billion from investment banking business (an increase of ¥30.1 billion from the previous fiscal year), ¥104.0 billion from credit-related fees (an increase of ¥1.3 billion from the previous fiscal year) and ¥10.9 billion from FX & Derivatives, others (a decrease of ¥6.0 billion from the previous fiscal year), each Group aggregated.

 

Aggregated non-consolidated figures of Mizuho Group’s principal banking subsidiaries		As of March 31, 2024
		(in billions of U.S. dollars) (on a management accounting basis)
Non-Japanese yen denominated assets/liabilities
Assets:
Loans(1)		$	253.6
Securities			101.3
Others			143.4
Total		$	498.3
Liabilities:
Customer Deposits(1)(2)		$	201.5
Medium- and Long-term Funding(3)			105.5
Market Operations(4)			137.1
CDs and CPs			54.1
Total		$	498.3

 

Notes:

(1)	Mizuho Bank in Japan and the subsidiaries in China, the U.S., the Netherlands, Indonesia, Malaysia, Russia, Brazil and Mexico.

(2)

Approximately 50% of customer deposits are from Japanese clients located outside of Japan and clients located in Japan, while the remaining portions are from non-Japanese clients located outside of Japan (approximately 20% from Americas, approximately 20% from APAC and approximately 10% from EMEA). The customer deposits to loan ratio was 79% as of March 31, 2024.

(3)	Corporate bonds, currency swaps, etc.

(4)	Repurchase agreements, interbank, central bank deposits and others.

 

		As of
Aggregated non-consolidated figures of Mizuho Group’s principal banking subsidiaries		March 31, 2022				March 31, 2023				March 31, 2024
		(in trillions of yen, except where otherwise noted) (on an acquisition cost basis, except average remaining period)
JGB Portfolio(1)
Medium- and Long-term Bonds(2)		¥	7.6			¥	2.4			¥	1.0
Treasury Discount Bills			17.4				14.0				9.8
Total		¥	25.1			¥	16.4			¥	10.9
Unrealized Gain (Losses) (billions)(3)		¥	(30.5	)		¥	(46.4	)		¥	0.2
Average remaining period (years)(4)			1.2				0.7				0.3
Foreign Bond Portfolio(1)
Debt Securities Issued in the U.S.(5)		¥	5.7			¥	6.3			¥	8.5
Others			3.1				3.1				3.8
Total		¥	8.9			¥	9.5			¥	12.4
Unrealized Gain (Losses) (billions)(3)		¥	(279.5	)		¥	(454.7	)		¥	(494.8	)
Average remaining period (years)(4)			1.6				1.1				2.4

 

Notes:

(1)	Other securities which have readily determinable fair values.

(2)	Includes bonds with remaining period of one year or less.

(3)	Changes in value to be recorded directly to net assets after tax and other necessary adjustments. After applying net deferred gains (losses) of deferred hedging accounting among hedging instruments.

 

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(4)	Management accounting basis. After taking into account hedging activities, excluding bonds held to maturity.

(5)	U.S. Treasury and government sponsored enterprise bonds.

Reduction of cross-shareholdings in our Japanese stock portfolio

Our Japanese stock portfolio (included in our other securities, which have readily determinable fair values, excluding Investment in Partnership) was ¥916.9 billion as of March 31, 2024, on an acquisition cost basis, a decrease from ¥997.3 billion as of March 31, 2023. To such decrease, sales only (excluding gains from reversion of employee retirement benefit trust of ¥1.7 billion and other) contributed ¥82.1 billion, while the total amount of sales and sales accepted in the fiscal year ended March 31, 2024 was ¥117.1 billion. Mizuho Bank and Mizuho Trust & Banking, each on a non-consolidated basis, reduced their deemed holdings of shares (partially including amounts recorded as assets of Mizuho Bank and Mizuho Trust & Banking at market value) by an aggregate of ¥672.4 billion and ¥193.9 billion during the period from April 1, 2015 through March 31, 2023 and for the fiscal year ended March 31, 2024, respectively, on a management accounting basis.

Estimated Financial Impact of Changes in Bank of Japan’s Monetary Policies

On March 19, 2024, the Bank of Japan stated that its theretofore effective policy framework of quantitative and qualitative monetary easing with yield curve control and its negative interest rate policy had fulfilled their roles and set the guidelines for market operations to encourage uncollateralized overnight call rate to remain around 0 to 0.1 percent. The Bank of Japan also announced, among other things, the gradual reduction of the amount of purchases of commercial paper and corporate bonds and the eventual discontinuation of such purchases in about one year from the date of the announcement. We estimate that such policy change would have a P/L impact of approximately ¥45.0 billion for the fiscal year ending March 31, 2025, according to our static analysis based on Mizuho Bank’s assets and liabilities on its balance sheet on a management accounting basis, and the various prevailing actual interest and deposit rates and bond yields, each as of March 31, 2024. Specifically, according to such analysis, we estimate loan income would increase by approximately ¥35.0 billion and market investment would increase by approximately ¥40.0 billion, partially offset by a decrease of approximately ¥30.0 billion in deposit income.

Asset Quality outside Japan

The majority of our assets outside Japan are rated as investment grade, having achieved investment grade level ratio of Mizuho Bank (including banking subsidiaries outside Japan), on its in-house company management accounting basis, at 71%, 71% and 69% for the fiscal year ended March 31, 2022, 2023 and 2024, respectively.

As of March 31, 2024, our total exposure to the real estate sector for Mizuho Bank on a consolidated basis and Mizuho Trust & Banking on a non-consolidated basis (including outstanding loans, foreign exchange and unused commitment lines) was ¥18.5 trillion, of which ¥13.4 trillion (73%) was in Japan, and ¥5.1 trillion (27%) was outside Japan. As of the same date, we had no exposure to Non Recourse Loans for U.S. office buildings, and our exposure to Chinese corporations was minimal (which was ¥0.1 trillion).

Improve Asset Profitability

We have been successfully redeploying capital from low-profit assets to high-profit assets, and we are fully committed to further redeploying capital under this approach. As a result, the gross profit return on risk weighted asset (“RORA”) improved from 2.7% as of March 31, 2023 (when excluding the impact of realizing losses on foreign bonds in the fiscal year ended March 31, 2023, it was 2.8%) to 3.1% as of March 31, 2024. We define the RORA as consolidated gross profits for the relevant period / the consolidated risk weighted assets (calculated on a management accounting basis and including interest rate risk in banking account) as of the period end. During the fiscal year ended March 31, 2024, we reduced an aggregate of ¥2.1 trillion of low-profit assets, such as residential mortgages, cross-share holdings and other low-profit assets, and allocated ¥2.0 trillion to high-profit assets such as domestic corporate business and global CIB business.

 

S-25

DESCRIPTION OF THE NOTES

The following description of the Notes supplements and, to the extent inconsistent therewith, replaces the description of the general terms and provisions of our senior debt securities set forth in the accompanying prospectus under the heading “Description of the Debt Securities.” It is important for you to consider the information contained in this prospectus supplement and in the accompanying prospectus and any applicable pricing term sheet in making your investment decision with respect to the Notes. Whenever a defined term is referred to but not defined in this section, the definition of that term is contained in the accompanying prospectus or in the Indenture referred to herein or therein.

General

Each series of the Notes will constitute a series of senior debt securities to be issued under a senior indenture between us and The Bank of New York Mellon, as trustee, dated as of September 13, 2016, as amended or supplemented from time to time (the “Indenture”). The Indenture is qualified under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act. The Indenture is more fully described in the accompanying prospectus. Copies of the Indenture and any amendments or supplements thereto will be available at the corporate trust office of the trustee.

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.

Mizuho Financial Group is a holding company and conducts substantially all of its operations through its subsidiaries. As a result, claims of noteholders will be structurally subordinated to claims of creditors of its subsidiaries. In addition, various statutes and regulations, including banking and other regulations, may restrict Mizuho Financial Group’s subsidiaries from paying dividends or principal of or interest on loans or other funds to Mizuho Financial Group. See “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.”

The Notes will be repaid at maturity at a price of 100% of the principal amount thereof. Each series of the Notes may be redeemed on the date that is one year prior to the maturity date of such series of Notes, as described under “—Optional Redemption,” and the Notes of each series may be redeemed at any time prior to maturity in the circumstances described under “—Optional Tax Redemption.” The Notes will be issued in denominations of $200,000 or integral multiples of $1,000 in excess thereof. The Notes do not provide for any sinking fund.

Payments on the Notes will be made in accordance with any laws, regulations or administrative practices applicable to Mizuho Financial Group and its agents in respect thereof, including the requirements under Japanese tax law.

If and to the extent Mizuho Financial Group shall default in the payment of interest when due, such defaulted interest shall be paid to the person in whose name the relevant Note is registered at the close of business on a subsequent record date, which shall not be less than five Business Days (as defined below) prior to the payment of such defaulted interest, established by notice given by mail or in accordance with clearing system procedures by or on behalf of Mizuho Financial Group to the holder of the relevant Note not less than fifteen days preceding such subsequent record date.

The term “Business Day” means a day which is not a day on which banking institutions in New York or Tokyo are authorized by law or regulation to close.

 

S-26

Fixed-to-Fixed Reset Rate Notes

The 6-year Notes will be initially limited to $800,000,000 aggregate principal amount and, unless previously redeemed or otherwise cancelled, will mature on July 10, 2030. During the 6-year Notes Initial Fixed Rate Period (as defined below), the 6-year Notes will bear interest at the fixed rate of 5.382% per annum, payable semi-annually in arrears on January 10 and July 10 of each year, commencing January 10, 2025, to the holders of record as at 5:00 p.m. (New York City time) on the day five Business Days immediately preceding such interest payment date. During the 6-year Notes Reset Fixed Rate Period (as defined below), the 6-year Notes will bear interest at a fixed per annum rate equal to the applicable U.S. Treasury Rate (as defined below) as determined by the Calculation Agent (as defined below) on the 6-year Notes Reset Determination Date (as defined below), plus 1.08% (the “6-year Notes Reset Fixed Rate”), payable semi-annually in arrears on January 10, 2030 and July 10, 2030 to the holders of record as at 5:00 p.m. (New York City time) on the day five Business Days immediately preceding such interest payment date (each such interest payment date, a “6-year Notes Reset Rate Interest Payment Date”). The “6-year Notes Initial Fixed Rate Period” is from, and including, July 10, 2024 to, but excluding, July 10, 2029 (the “6-year Notes Reset Date”) and the “6-year Notes Reset Fixed Rate Period” is from, and including, the 6-year Notes Reset Date to, but excluding, July 10, 2030. For more information on the calculation of interest during the 6-year Notes Reset Fixed Rate Period, see “—Reset Fixed Rate Period” and “—Determination of the U.S. Treasury Rate” below.

The 11-year Notes will be initially limited to $700,000,000 aggregate principal amount and, unless previously redeemed or otherwise cancelled, will mature on July 10, 2035. During the 11-year Notes Initial Fixed Rate Period (as defined below), the 11-year Notes will bear interest at the fixed rate of 5.594% per annum, payable semi-annually in arrears on January 10 and July 10 of each year, commencing January 10, 2025, to the holders of record as at 5:00 p.m. (New York City time) on the day five Business Days immediately preceding such interest payment date. During the 11-year Notes Reset Fixed Rate Period (as defined below), the 11-year Notes will bear interest at a fixed per annum rate equal to the applicable U.S. Treasury Rate as determined by the Calculation Agent on the 11-year Notes Reset Determination Date (as defined below), plus 1.30% (the “11-year Notes Reset Fixed Rate”), payable semi-annually in arrears on January 10, 2035 and July 10, 2035, to the holders of record as at 5:00 p.m. (New York City time) on the day five Business Days immediately preceding such interest payment date (each such interest payment date, a “11-year Notes Reset Rate Interest Payment Date”). The “11-year Notes Initial Fixed Rate Period” is from, and including, July 10, 2024 to, but excluding, July 10, 2034 (the “11-year Notes Reset Date”) and the “11-year Notes Reset Fixed Rate Period” is from, and including, the 11-year Notes Reset Date to, but excluding, July 10, 2035. For more information on the calculation of interest during the 11-year Notes Reset Fixed Rate Period, see “—Reset Fixed Rate Period” and “—Determination of the U.S. Treasury Rate” below.

If any payment is due on the Notes on a day that is not a Business Day, such payment will be made on the date that is the next succeeding Business Day. Payments postponed to the next succeeding Business Day in this situation will be treated under the Indenture as if they were made on the original due date. Postponement of this kind will not result in a default under the Notes or the Indenture, and no interest will accrue on the postponed amount from the original due date to the next succeeding Business Day. 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).

Initial Fixed Rate Period

The Notes will bear interest at the relevant fixed rate per annum set forth on the cover page of this prospectus supplement and under “The Offering—Interest” and “—Fixed-to-Fixed Reset Rate Notes” above during the 6-year Notes Initial Fixed Rate Period and the 11-year Notes Initial Fixed Rate Period, as applicable.

Reset Fixed Rate Period

The interest rate for the 6-year Notes will be reset to the 6-year Notes Reset Fixed Rate on the 6-year Notes Reset Date, and the 6-year Notes will bear the 6-year Notes Reset Fixed Rate during the 6-year Notes Reset Fixed Rate Period.

 

S-27

The interest rate for the 11-year Notes will be reset to the 11-year Notes Reset Fixed Rate on the 11-year Notes Reset Date, and the 11-year Notes will bear the 11-year Notes Reset Fixed Rate during the 11-year Notes Reset Fixed Rate Period.

Determination of the U.S. Treasury Rate

The U.S. Treasury Rate shall be determined by The Bank of New York Mellon as calculation agent (as used in the terms of the Notes, in such capacity together with any successor, the “Calculation Agent”).

“U.S. Treasury Rate” means, with respect to the 6-year Notes Reset Fixed Rate Period and the 11-year Notes Reset Fixed Rate Period, as applicable, the rate per annum equal to:

 

(1)

the arithmetic average, as determined by the Calculation Agent, of the yields on actively traded U.S. Treasury securities adjusted to constant maturity for the maturity of one year (“Yields”) for the five consecutive New York Business Days (as defined below) immediately prior to the 6-year Notes Reset Determination Date or the 11-year Notes Reset Determination Date, as applicable, based on information appearing in the statistical release designated “H.15” (or any successor publication that reports Yields) most recently published by the Board of Governors of the U.S. Federal Reserve System as of 5:00 p.m. (New York City time) on the 6-year Notes Reset Determination Date or the 11-year Notes Reset Determination Date, as applicable; provided that if the Yield is not available through such release (or any successor publication) for any relevant New York Business Day, then the arithmetic average will be determined based on the Yields for the remaining New York Business Days during the five New York Business Day period described above (provided further that if the Yield is available for only a single New York Business Day during such five New York Business Day period, then “U.S. Treasury Rate” will mean the single-day Yield for such day); or

 

(2)

if no information is available to determine the U.S. Treasury Rate in accordance with the method set forth in (1) above by using the Yield for at least a single New York Business Day during the five New York Business Day period described above, then the annualized yield to maturity of the Comparable Treasury Issue (as defined below) calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price (as defined below) as of the 6-year Notes Reset Determination Date or the 11-year Notes Reset Determination Date, as applicable.

If the U.S. Treasury Rate cannot be determined, for whatever reason, as described under (1) or (2) above, “U.S. Treasury Rate” means the rate per annum equal to the most recently reported Yield for a New York Business Day, as determined by the Calculation Agent, based on information appearing in the statistical release designated “H.15” (or any successor publication that reports Yields) most recently published by the Board of Governors of the U.S. Federal Reserve System as of 5:00 p.m. (New York City time) on the 6-year Notes Reset Determination Date or the 11-year Notes Reset Determination Date, as applicable.

“6-year Notes Reset Determination Date” means the second Business Day immediately preceding the 6-year Notes Reset Date.

“11-year Notes Reset Determination Date” means the second Business Day immediately preceding the 11-year Notes Reset Date.

“Comparable Treasury Issue” means, with respect to the 6-year Notes Reset Fixed Rate Period and the 11-year Notes Reset Fixed Rate Period, as applicable, the U.S. Treasury security selected by Mizuho Financial Group or its Designee (and notified to the Calculation Agent) with a maturity date on or about (but not more than 30 calendar days before or after) the maturity date for the 6-year Notes or the 11-year Notes, as applicable, and that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities denominated in U.S. dollars and having a maturity of one year; provided,

 

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however, that the selection of the Comparable Treasury Issue shall be at the sole discretion and judgement of Mizuho Financial Group, and that such determination shall be final and conclusive for all purposes and binding on the Calculation Agent, the trustee, the paying agent and the holders of the 6-year Notes or the 11-year Notes, as applicable.

“Comparable Treasury Price” means, with respect to the 6-year Notes Reset Determination Date and the 11-year Notes Reset Determination Date, as applicable, (i) the arithmetic average, as determined by the Calculation Agent, of the Reference Treasury Dealer Quotations (as defined below) for the Comparable Treasury Issue as of the 6-year Notes Reset Determination Date or the 11-year Notes Reset Determination Date, as applicable, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (ii) if fewer than five such Reference Treasury Dealer Quotations are received, the arithmetic average, as determined by the Calculation Agent, of all such quotations, or (iii) if fewer than two such Reference Treasury Dealer Quotations are received, then the Reference Treasury Dealer Quotation as quoted by a Reference Treasury Dealer.

“Designee” means, as used in the terms of the Notes, a designee as selected and separately appointed by Mizuho Financial Group as designee for the Notes.

“New York Business Day” means a day which is not a day on which banking institutions in New York are authorized by law or regulation to close, regardless of whether the over-the-counter market for actively traded U.S. Treasury securities is open or closed.

“Reference Treasury Dealer” means each of up to five banks selected by Mizuho Financial Group or its Designee (and notified to the Calculation Agent), or the affiliates of such banks, which are (i) primary U.S. Treasury securities dealers, and their respective successors, or (ii) market makers in pricing corporate bond issues denominated in U.S. dollars; provided, however, that the selection of the Reference Treasury Dealers shall be at the sole discretion and judgement of Mizuho Financial Group, and that such determination shall be final and conclusive for all purposes and binding on the Calculation Agent, the trustee, the paying agent and the holders of the Notes.

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer, the arithmetic average, as determined by the Calculation Agent, of the bid and asked prices quoted to Mizuho Financial Group or its Designee (and notified to the Calculation Agent) by such Reference Treasury Dealer for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, approximately at 11:00 a.m. (New York City time), on the 6-year Notes Reset Determination Date or the 11-year Notes Reset Determination Date, as applicable.

The Calculation Agent will, as soon as practicable after the determination of the 6-year Notes Reset Fixed Rate and the 11-year Notes Reset Fixed Rate, as applicable, calculate the amount of interest (the “Interest Amount”) payable for the 6-year Notes Reset Fixed Rate Period or the 11-year Notes Reset Fixed Rate Period, as applicable, with respect to the 6-year Notes or the 11-year Notes, as applicable.

All determinations, elections, calculations and quotations made or obtained for the purposes of calculating the 6-year Notes Reset Fixed Rate and the 11-year Notes Reset Fixed Rate, as applicable, and the Interest Amount, whether by Mizuho Financial Group, its Designee, the Calculation Agent or any Reference Treasury Dealer, in the absence of manifest error, will be final and conclusive for all purposes and binding on Mizuho Financial Group, the trustee, the Calculation Agent, the paying agent and the holders of the Notes. In addition, notwithstanding anything to the contrary in this prospectus supplement, the accompanying prospectus, the Indenture or the relevant Notes, Mizuho Financial Group may designate as its Designee an entity, which may be Mizuho Financial Group’s affiliate, to make any determination, decision or election that Mizuho Financial Group has the right to make for the purposes of calculating the 6-year Notes Reset Fixed Rate and the 11-year Notes Reset Fixed Rate, as applicable, and the Interest Amount.

 

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All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one thousandth of a percentage point, with five ten-thousands of a percentage point rounded upwards (e.g., 9.8765% (or .098765) being rounded to 9.877% (or .09877)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (half a cent being rounded upwards).

The 6-year Notes Reset Fixed Rate and the 11-year Notes Reset Fixed Rate, as applicable, on such series of Notes during the 6-year Notes Reset Fixed Rate Period and the 11-year Notes Reset Fixed Rate Period, as applicable, will in no event be higher than the maximum rate permitted by applicable laws and regulations or lower than 0% per annum.

The Calculation Agent will cause the 6-year Notes Reset Fixed Rate and the 11-year Notes Reset Fixed Rate, as applicable, the Interest Amount payable for the 6-year Notes Reset Fixed Rate Period and the 11-year Notes Reset Fixed Rate Period, as applicable, and the 6-year Notes Reset Rate Interest Payment Date and the 11-year Notes Reset Rate Interest Payment Date, as applicable, with respect to the 6-year Notes and the 11-year Notes, as applicable, to be notified to Mizuho Financial Group, the trustee, the paying agent and DTC, and, upon the request or direction by Mizuho Financial Group, such information will be notified or published to the holders of such series of Notes through DTC or through another reasonable manner as soon as possible after their determination. Mizuho Financial Group has the right to remove the Calculation Agent at any time, which removal will take effect on the date of the appointment by Mizuho Financial Group of a successor Calculation Agent.

Optional Redemption

Mizuho Financial Group may redeem, at its option, each series of the Notes in whole, but not in part, on the date that is one year prior to the maturity date of such series of Notes, subject to the prior confirmation of the FSA (if and to the extent required under the then applicable Japanese banking laws or regulations), at a redemption price equal to the sum of 100% of the principal amount of the relevant series of Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date and “additional amounts” (as described in the accompanying prospectus), if any.

If the date that is one year prior to the maturity date of a series of Notes to be redeemed would otherwise fall on a day that is not a Business Day, payment of the redemption price will be made on the day that is the next succeeding Business Day. Payments postponed to the next Business Day in this situation will be treated under the Indenture as if they were made on the original due date. Postponement of this kind will not result in a default under the series of Notes to be redeemed.

If Mizuho Financial Group elects to redeem any series of the Notes, it will provide notice at least 15 days and not more than 60 days before the date fixed for redemption. Each notice of redemption will state:

 

•

such election of Mizuho Financial Group to redeem the Notes of such series;

 

•

the redemption date;

 

•

the redemption price;

 

•

the principal amount and CUSIP or ISIN number and/or common code of the Notes to be redeemed;

 

•

that on the redemption date the redemption price will become due and payable upon each Note to be redeemed;

 

•

that interest thereon will cease to accrue on and after the redemption date; and

 

•

the place or places where the Notes to be redeemed are to be surrendered for payment of the redemption price and that (in the event such series of Notes are in certificated form) such series of Notes designated in such notice for redemption are required to be presented on or after such redemption date at the designated place or places of payment.

 

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Notwithstanding the foregoing, if the Notes to be redeemed are held in book-entry form through DTC, Mizuho Financial Group may give such notice in any manner permitted or required by DTC. See “Description of the Debt Securities—Book-Entry; Delivery and Form—DTC’s Procedures for Notices, Voting and Payments” in the accompanying prospectus.

Optional Tax Redemption

Each series of the Notes may be redeemed at the option of Mizuho Financial Group, in whole, but not in part, at any time, upon not less than 30 nor more than 60 days’ prior notice, subject to the prior confirmation of the FSA (if and to the extent required under the then applicable Japanese banking laws or regulations), at a redemption price equal to 100% of the principal amount of the relevant series of Notes then outstanding (plus accrued and unpaid interest to (but excluding) the date fixed for redemption and “additional amounts” (as described in the accompanying prospectus), if any), if Mizuho Financial Group is, or on the next interest payment date would be, required to pay any additional amounts with respect to such series as described under “Description of the Debt Securities—Payment of Additional Amounts” in the accompanying prospectus and such obligation arises as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of Japan (or any political subdivision or taxing authority in or of Japan) affecting taxation, or any change in the official position regarding the application or interpretation of such laws, regulations or rulings (including a holding, judgment, or order by a court of competent jurisdiction), which change, amendment, application or interpretation becomes effective on or after the date of this prospectus supplement, and which obligation cannot be avoided by measures reasonably available to Mizuho Financial Group; provided that, no such notice of redemption may be given earlier than 90 days prior to the earliest date on which Mizuho Financial Group would be obligated to make such payment of additional amounts if a payment in respect of the relevant series of Notes were then due. Prior to the mailing to holders of the relevant series of Notes of any notice of redemption of the relevant series of Notes pursuant to the foregoing, the Indenture requires that Mizuho Financial Group certifies to the trustee that the requirements for redemption have been met and delivers therewith to the trustee an opinion of independent tax counsel or tax consultant of recognized standing, which opinion shall be reasonably satisfactory to the trustee, to the effect that such circumstances exist. The trustee shall accept such certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on the holders of the relevant series of Notes.

Additional amounts are payable by Mizuho Financial Group under the circumstances described under “Description of the Debt Securities—Payment of Additional Amounts” in the accompanying prospectus.

Repurchases

Mizuho Financial Group or any of its subsidiaries may, at any time, subject to the prior confirmation of the FSA (if and to the extent required under the then applicable Japanese banking laws or regulations), purchase any or all of the Notes in the open market or otherwise at any price. Subject to applicable law, neither Mizuho Financial Group nor any of its subsidiaries shall have any obligation to purchase or offer to purchase any Notes held by any holder as a result of its purchase or offer to purchase Notes held by any other holder, whether on the open market or otherwise. Any such Notes purchased by Mizuho Financial Group or any of its subsidiaries may, at the discretion of Mizuho Financial Group or the relevant subsidiary, be held, resold or surrendered to the paying agent for cancellation by Mizuho Financial Group or any such subsidiary, as the case may be. The Notes so purchased, while held by or on behalf of Mizuho Financial Group or any such subsidiary, as the case may be, shall not entitle the holder to vote at any meetings of the holders of the relevant series of Notes and shall not be deemed to be outstanding for the purposes of calculating quorums at meetings of the holders of such series of Notes or for the purposes of “Description of the Debt Securities—Acceleration Upon an Event of Default” in the accompanying prospectus.

 

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Trustee, Paying Agent, Registrar, Transfer Agent and Calculation Agent

The Bank of New York Mellon, 240 Greenwich Street, New York, New York 10286, U.S.A., will initially act as trustee, paying agent, registrar, calculation agent and transfer agent with respect to the Notes. Mizuho Financial Group may change the paying agent, registrar, transfer agent or calculation agent without prior notice to the holders of the Notes (but with prior notice to the trustee), and Mizuho Financial Group or any of its subsidiaries may act as paying agent, registrar, transfer agent or calculation agent.

Clearance and Settlement

The Notes have been accepted for clearance and settlement through DTC for the accounts of its participants, including Euroclear and Clearstream.

 

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TAXATION

The following summaries are not intended as a complete analysis of the tax consequences under Japanese or United States law of the acquisition, ownership and sale of the Notes by investors. Potential investors should consult their own tax advisors on the tax consequences of acquisition, ownership, sale, and other relevant circumstances concerning the Notes, including specifically the applicable tax consequences under Japanese or United States laws, the law of the jurisdiction of their country of residence (if relevant) and any tax treaty between Japan and their country of residence.

Japanese Taxation

The following is a general description of certain Japanese tax aspects of the Notes and does not purport to be a comprehensive description of the tax aspects of the Notes. Prospective purchasers should note that, although the general tax information on Japanese taxation is described hereunder for convenience, the statements below are general in nature and not exhaustive. Prospective purchasers are advised to consult their own legal, tax, accountancy or other professional advisors in order to ascertain their particular circumstances regarding taxation.

The statements below are based on current tax laws and regulations in Japan and current tax treaties executed by Japan all as in effect on the date hereof and all of which are subject to change or differing interpretations (possibly with retroactive effect). Neither such statements nor any other statements in this document are to be regarded as advice on the tax position of any beneficial owner of the Notes or any person purchasing, selling or otherwise dealing in the Notes or any tax implication arising from the purchase, sale or other dealings in respect of the Notes.

The Notes

The Notes do not fall under the concept of so-called “taxable linked notes” as described in Article 6, Paragraph 4 of the Special Taxation Measures Act, i.e., notes of which the amount of interest is to be calculated by reference to certain indexes (as prescribed by the Cabinet Order (as defined below) under the Special Taxation Measures Act) relating to Mizuho Financial Group or a specially-related person of Mizuho Financial Group (as defined below).

Capital Gains, Stamp Tax and Other Similar Taxes, Inheritance and Gift Taxes

Gains derived from the sale of Notes outside Japan by an individual non-resident of Japan or a non-Japanese corporation having no permanent establishment within Japan are, in general, not subject to Japanese income tax or corporate tax.

No stamp, issue, registration or similar taxes or duties will, under current Japanese law, be payable in Japan by Noteholders in connection with the issue of the Notes, nor will such taxes be payable by Noteholders in connection with their transfer if such transfer takes place outside Japan.

Japanese inheritance tax or gift tax at progressive rates may be payable by an individual, wherever resident, who has acquired Notes from another individual as legatee, heir or donee.

Representation by Investor upon Initial Distribution of Notes

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) BELOW. 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

 

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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 or (ii) a Designated Financial Institution (as defined below), except as specifically permitted under the Special Taxation Measures Act.

Interest and Redemption Gain or Redemption Loss on Notes

The following description of Japanese taxation (limited to national taxes) applies exclusively to interest on the Notes and the redemption gain or the redemption loss, meaning any positive or negative difference between the holder’s acquisition price of the Notes and the amount which the holder receives upon redemption of such Notes, (the “Redemption Gain” or the “Redemption Loss,” as the case may be), where such Notes are issued by Mizuho Financial Group outside Japan and payable outside Japan. In addition, the following description assumes that only global notes are issued for the Notes, and no definitive bonds and coupons that are independently traded are issued, in which case different tax consequences may apply. It is not intended to be exhaustive and prospective purchasers are recommended to consult their tax advisers as to their exact tax position.

 

1.	Non-resident Investors

If the recipient of interest on the Notes or of the Redemption Gain with respect to the Notes is an individual non-resident of Japan or a non-Japanese corporation for Japanese tax purposes, as described below, the Japanese tax consequences for such individual non-resident of Japan or non-Japanese corporation are significantly different depending upon whether such individual non-resident of Japan or non-Japanese corporation is a specially-related person of Mizuho Financial Group. Most importantly, if such individual non-resident of Japan or non-Japanese corporation is a specially-related person of Mizuho Financial Group, income tax at the rate of 15.315% of the amount of such interest will be withheld by Mizuho Financial Group under Japanese tax law.

 

1.1

Interest

 

(1)

If the recipient of interest on the Notes is an individual non-resident of Japan or a non-Japanese corporation having no permanent establishment within Japan or having a permanent establishment within Japan but where the receipt of the interest on the Notes is not attributable to the business of such individual non-resident of Japan or non-Japanese corporation carried on within Japan through such permanent establishment, no Japanese income tax or corporate tax is payable with respect to such interest whether by way of withholding or otherwise, if certain requirements are complied with, inter alia:

 

(i)

if the relevant Notes are held through a participant in an international clearing organization such as DTC or a financial intermediary prescribed by the Special Taxation Measures Act and the relevant cabinet order thereunder (the “Cabinet Order,” together with the Special Taxation Measures Act and the ministerial ordinance and other regulations thereunder, the “Act”) (each, a “Participant”), the requirement that such recipient provide, at the time of entrusting a Participant with the custody of the relevant Notes, certain information prescribed by the Act to enable the Participant to establish that the recipient is exempt from Japanese tax to be withheld or deducted (the “Interest Recipient Information”), and advise the Participant if such individual non-resident of Japan or non-Japanese corporation ceases to be so exempted (including the case where it became a specially-related person of Mizuho Financial Group), and that Mizuho Financial Group prepare and file a certain confirmation prescribed by the Act (an “Interest Recipient Confirmation”) with the competent local tax office in a timely manner based upon the Interest Recipient Information communicated through the Participant and the relevant international clearing organization; and

 

(ii)

if the relevant Notes are not held by a Participant, the requirement that such recipient submit to the relevant paying agent a written application for tax exemption (Hikazei Tekiyo Shinkokusho) (the

 

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“Written Application for Tax Exemption”), together with certain documentary evidence, and that Mizuho Financial Group file the Written Application for Tax Exemption so received with the competent local tax office in a timely manner.

Failure to comply with such requirements described above (including the case where the Interest Recipient Information is not duly communicated as required under the Act) will result in the withholding by Mizuho Financial Group of income tax at the rate of 15.315% of the amount of such interest.

 

(2)

If the recipient of interest on the Notes is an individual non-resident of Japan or a non-Japanese corporation having a permanent establishment within Japan and the receipt of interest is attributable to the business of such individual non-resident of Japan or non-Japanese corporation carried on within Japan through such permanent establishment, such interest will not be subject to a 15.315% withholding tax by Mizuho Financial Group, if the requirements concerning the Interest Recipient Information and the Interest Recipient Confirmation or the Written Application for Tax Exemption as set out in Paragraph 1.1(1) above are complied with.

Failure to do so will result in the withholding by Mizuho Financial Group of income tax at the rate of 15.315% of the amount of such interest. The amount of such interest will be subject to regular income tax or corporate tax, as appropriate.

 

(3)

Notwithstanding Paragraphs 1.1(1) and (2) above, if an individual non-resident of Japan or a non-Japanese corporation mentioned above is a person who has a special relationship with Mizuho Financial Group (that is, in general terms, a person who directly or indirectly controls, or is directly or indirectly controlled by, or is under direct or indirect common control with, Mizuho Financial Group) within the meaning prescribed by the Cabinet Order under Article 6, Paragraph 4 of the Special Taxation Measures Act (such person is referred to as a “specially-related person of Mizuho Financial Group”) as of the beginning of the fiscal year of Mizuho Financial Group in which the relevant interest payment date falls, the exemption from Japanese withholding tax on interest mentioned above will not apply, and income tax at the rate of 15.315% of the amount of such interest will be withheld by Mizuho Financial Group. If such individual non-resident of Japan or non-Japanese corporation has a permanent establishment within Japan, regular income tax or corporate tax, as appropriate, collected otherwise than by way of withholding, could apply to such interest under Japanese tax law.

 

(4)

If an individual non-resident of Japan or a non-Japanese corporation (regardless of whether it is a specially-related person of Mizuho Financial Group) is subject to Japanese withholding tax with respect to interest on the Notes under Japanese tax law, a reduced rate of withholding tax or exemption from such withholding tax may be available under the relevant income tax treaty between Japan and the country of tax residence of such individual non-resident of Japan or non-Japanese corporation. As of the date of this document, Japan has income tax treaties, conventions or agreements whereby the above-mentioned withholding tax rate is reduced, generally to 10% with, inter alia, Australia, Canada, Finland, France, Hong Kong, Ireland, Italy, Luxembourg, the Netherlands, New Zealand, Norway, Portugal and Singapore. Under the tax treaties between Japan and Austria, Belgium, Denmark, Germany, Spain, Sweden, Switzerland, the United Kingdom or the United States, interest paid to qualified Austrian, Belgian, Danish, German, Spanish, Swedish, Swiss, United Kingdom or United States residents is generally exempt from Japanese withholding tax (for Belgium, only for a Belgian enterprise). Under the current income tax treaties between Japan and Australia, France, the Netherlands or New Zealand, certain limited categories of qualified Australian, French, Dutch or New Zealand residents receiving interest on the Notes may, subject to compliance with certain procedural requirements under Japanese law, be fully exempt from Japanese withholding tax for interest on the Notes (provided that no exemption will apply to pension funds in the case of Australia and New Zealand). In order to avail themselves of such reduced rate of, or exemption from, Japanese withholding tax under any applicable income tax treaty, individual non-residents of Japan or non-Japanese corporations which are entitled, under any applicable income tax treaty, to a reduced rate of, or exemption from, Japanese withholding tax on payment of interest by Mizuho Financial Group are

 

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required to submit an Application Form for Income Tax Convention regarding Relief from Japanese Income Tax and Special Income Tax for Reconstruction on Interest (as well as any other required forms and documents) through Mizuho Financial Group to the relevant tax authority before payment of interest.

 

(5)

Under the Act, (a) if an individual non-resident of Japan or a non-Japanese corporation that is a beneficial owner of the Notes becomes a specially-related person of Mizuho Financial Group, or an individual non-resident of Japan or a non-Japanese corporation that is a specially-related person of Mizuho Financial Group becomes a beneficial owner of the Notes, and (b) if such Notes are held through a Participant, then such individual non-resident of Japan or non-Japanese corporation should notify the Participant of such change in status by the immediately following interest payment date of the Notes. As described in Paragraph 1.1(3) above, as the status of such individual non-resident of Japan or non-Japanese corporation as a specially-related person of Mizuho Financial Group for Japanese withholding tax purposes is determined based on the status as of the beginning of the fiscal year of Mizuho Financial Group in which the relevant interest payment date falls, such individual non-resident of Japan or non-Japanese corporation should, by such notification, identify and advise the Participant of the specific interest payment date on which Japanese withholding tax starts to apply with respect to such individual non-resident of Japan or non-Japanese corporation as being a specially-related person of Mizuho Financial Group.

 

1.2	Redemption Gain or Redemption Loss

 

(1)

If the recipient of the Redemption Gain is an individual non-resident of Japan or a non-Japanese corporation having no permanent establishment within Japan or having a permanent establishment within Japan but where the receipt of such Redemption Gain is not attributable to the business of such individual non-resident of Japan or non-Japanese corporation carried on within Japan through such permanent establishment, no income tax or corporate tax is payable by way of withholding or otherwise with respect to such Redemption Gain. If there is any Redemption Loss, such Redemption Loss will be disregarded for purposes of regular income tax or corporate tax, as appropriate, of the recipient.

 

(2)

If the recipient of the Redemption Gain is an individual non-resident of Japan or a non-Japanese corporation having a permanent establishment within Japan and the receipt of such Redemption Gain is attributable to the business of such individual non-resident of Japan or non-Japanese corporation carried on within Japan through such permanent establishment, such Redemption Gain will not be subject to any withholding tax but will be subject to regular income tax or corporate tax, as appropriate. If there is any Redemption Loss, such Redemption Loss may be taken into account in computing the net taxable income, if any, for purposes of regular income tax or corporate tax, as appropriate, of the recipient.

 

(3)

Notwithstanding Paragraphs 1.2(1) and (2) above, if an individual non-resident of Japan or a non-Japanese corporation mentioned above is a specially-related person of Mizuho Financial Group as of the beginning of the fiscal year of Mizuho Financial Group in which such individual non-resident of Japan or non-Japanese corporation acquired such Notes, the Redemption Gain will not be subject to withholding tax but will be subject to regular income tax or corporate tax, as appropriate, under Japanese tax law, regardless of whether such individual non-resident of Japan or non-Japanese corporation has a permanent establishment within Japan; provided that exemption may be available under the relevant income tax treaty. If there is any Redemption Loss, such Redemption Loss may be taken into account in computing the net taxable income, if any, for purposes of regular income tax or corporate tax, as appropriate, of the recipient.

 

2.	Resident Investors

If the recipient of interest on the Notes is an individual resident of Japan or a Japanese corporation for Japanese tax purposes, as described below, regardless of whether such recipient is a specially-related person of

 

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Mizuho Financial Group, in addition to any applicable local tax, income tax will be withheld at the rate of 15.315% of the amount of such interest, if such interest is paid to an individual resident of Japan or a Japanese corporation (except for (i) a Designated Financial Institution (as defined below) which complies with the requirement for tax exemption under Article 6, Paragraph 11 of the Special Taxation Measures Act or (ii) a Public Corporation (as defined below) or a Specified Financial Institution (as defined below) to which such interest is paid through the Japanese Custodian (as defined below) in compliance with the requirement for tax exemption under Article 3-3, Paragraph 6 of the Special Taxation Measures Act). In addition to the withholding tax consequences upon resident investors as explained in this section 2, resident investors should consult their own tax advisors regarding their regular income tax or corporate tax consequences otherwise than by way of withholding, bearing in mind, including the treatment of the Redemption Loss especially for individual residents of Japan, the change to the taxation regime of Notes that took effect on January 1, 2016.

 

2.1

Interest

 

(1)

If an individual resident of Japan or a Japanese corporation (other than a Specified Financial Institution (as defined below) or a Public Corporation (as defined below), who complies with the requirement as referred to in Paragraph 2.1(2) below) receives payments of interest on the Notes through certain Japanese payment handling agents as defined in Article 2-2 Paragraph 2 of the Cabinet Order (each a “Japanese Payment Handling Agent”), income tax at the rate of 15.315% of the amount of such interest will be withheld by the Japanese Payment Handling Agent rather than by Mizuho Financial Group. As Mizuho Financial Group is not in a position to know in advance the recipient’s status, the recipient of interest falling within this category should inform Mizuho Financial Group through a paying agent of its status in a timely manner. Failure to so inform may result in double withholding.

 

(2)

If the recipient of interest on the Notes is a Japanese public corporation or a Japanese public-interest corporation designated by the relevant law (kokyohojin tou) (a “Public Corporation”) or a Japanese bank, a Japanese insurance company, a Japanese financial instruments business operator or other Japanese financial institution falling under certain categories prescribed by the relevant Cabinet Order under Article 3-3, Paragraph 6 of the Special Taxation Measures Act (each, a “Specified Financial Institution”) that keeps its Notes deposited with, and receives the interest through, a Japanese Payment Handling Agent with custody of the Notes (the “Japanese Custodian”) and such recipient submits through such Japanese Custodian to the competent tax authority the report prescribed by the Act, no withholding tax is levied on such interest. However, since Mizuho Financial Group is not in a position to know in advance the recipient’s tax exemption status, the recipient of interest falling within this category should inform Mizuho Financial Group through a paying agent of its status in a timely manner. Failure to so notify Mizuho Financial Group may result in the withholding by Mizuho Financial Group of a 15.315% income tax.

 

(3)

If an individual resident of Japan or a Japanese corporation (except for a Designated Financial Institution (as defined below) which complies with the requirements described in Paragraph 2.1(4) below) receives interest on the Notes not through a Japanese Payment Handling Agent, income tax at the rate of 15.315% of the amount of such interest will be withheld by Mizuho Financial Group.

 

(4)

If a Japanese bank, a Japanese insurance company, a Japanese financial instruments business operator or other Japanese financial institution falling under certain categories prescribed by the Cabinet Order under Article 6, Paragraph 11 of the Special Taxation Measures Act (each, a “Designated Financial Institution”) receives interest on the Notes not through a Japanese Payment Handling Agent and the requirements concerning the Interest Recipient Information and the Interest Recipient Confirmation or the Written Application for Tax Exemption as referred to in Paragraph 1.1(1) above are complied with, no withholding tax will be imposed.

 

2.2	Redemption Gain

If the recipient of the Redemption Gain is an individual resident of Japan or a Japanese corporation, such Redemption Gain will not be subject to any withholding tax.

 

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3.	Special Additional Tax for Reconstruction from the Great East Japan Earthquake

Due to the imposition of a special additional withholding tax of 0.315% (or 2.1% of 15%) to secure funds for reconstruction from the Great East Japan Earthquake, the withholding tax rate has been effectively increased to 15.315% during the period beginning on January 1, 2013 and ending on December 31, 2037. On or after January 1, 2038, all references to the tax rate of 15.315% in the foregoing descriptions will read 15%. There will also be certain special additional tax imposed upon regular income tax due other than by way of withholding for individual non-residents of Japan, as referred to in the foregoing descriptions, for the period mentioned above.

United States Taxation

The following is a summary of certain U.S. federal income tax consequences, as of the date of this prospectus supplement, of the purchase, ownership and disposition of the Notes by a U.S. holder (as defined below). This summary deals only with Notes held as capital assets by persons who purchase the Notes upon original issuance at their initial offering price.

As used herein, a “U.S. holder” means a beneficial owner of the Notes that is for U.S. federal income tax purposes any of the following:

 

•

an individual citizen or resident of the United States;

 

•

a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

 

•

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

 

•

a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

This summary does not represent a detailed description of the U.S. federal income tax consequences applicable to you if you are subject to special treatment under the U.S. federal income tax laws, including if you are:

 

•

a dealer or broker in securities or currencies;

 

•

a financial institution;

 

•

a regulated investment company;

 

•

a real estate investment trust;

 

•

a tax-exempt entity;

 

•

an insurance company;

 

•

a person holding the Notes as part of a hedging, integrated or conversion transaction or a straddle;

 

•

a trader in securities that has elected the mark-to-market method of accounting for your securities;

 

•

a person liable for alternative minimum tax;

 

•

a person holding the Notes in connection with the conduct of a trade or business in Japan;

 

•

a person required to accelerate the recognition of any item of gross income with respect to the Notes for U.S. federal income tax purposes as a result of such income being recognized on an applicable financial statement;

 

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•

a partnership or other pass-through entity for U.S. federal income tax purposes (or an investor in such an entity); or

 

•

a U.S. holder whose “functional currency” is not the U.S. dollar.

The discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings, judicial decisions and the income tax treaty between the United States and Japan (the “Treaty”), in each case as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those discussed below.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Notes, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partnership or a partner of a partnership for U.S. federal income tax purposes that holds Notes, you should consult your tax advisors.

This summary does not represent a detailed description of the U.S. federal income tax consequences to you in light of your particular circumstances and does not address the Medicare tax on net investment income, U.S. federal estate and gift taxes or the effects of any state, local or non-U.S. tax laws. It is not intended to be, and should not be construed to be, legal or tax advice to any particular purchaser of Notes. If you are considering the purchase of Notes, you should consult your own tax advisors concerning the particular U.S. federal income tax consequences to you of the purchase, ownership and disposition of the Notes, as well as the consequences to you arising under other U.S. federal tax laws and the laws of any other taxing jurisdiction.

Notwithstanding the possibility that the Notes may become subject to loss absorption as described above, we intend to take the position (to the extent that we are required to take a position) that the Notes will be treated as indebtedness for U.S. federal income tax purposes, and the balance of this summary assumes that the Notes will be treated as indebtedness for U.S. federal income tax purposes.

Interest

Interest on the Notes (which includes any Japanese tax withheld and any additional amounts paid with respect thereto) generally will be taxable to you as ordinary income at the time it is received or accrued, depending on your method of accounting for U.S. federal income tax purposes. Subject to certain conditions and limitations (including a minimum holding period requirement), any Japanese withholding taxes on interest may be treated as foreign taxes eligible for credit against your U.S. federal income tax liability. For purposes of calculating the foreign tax credit, interest on the Notes (including any additional amounts) will be treated as income from sources outside the United States and will generally constitute passive category income. However, any Japanese withholding taxes on interest will not be eligible for a foreign tax credit to the extent that the taxes are refundable under Japanese law or could have been eliminated by providing the Interest Recipient Information or Written Application for Tax Exemption (as described above in “Japanese Taxation”) or by claiming benefits under the Treaty. As discussed above in “Japanese Taxation,” interest payments on the Notes are currently eligible for an exemption from Japanese withholding tax under the Treaty; therefore, if you are eligible for the benefits of the Treaty, you generally will not be entitled to a foreign tax credit for any Japanese tax withheld. The rules governing the foreign tax credit and deductions for foreign taxes are complex. You are urged to consult your tax advisors regarding the availability of the foreign tax credit (or, alternatively, a deduction) for any Japanese withholding taxes under your particular circumstances.

Sale, Exchange or Other Taxable Disposition of Notes

Upon the sale, exchange or other taxable disposition (including a retirement or redemption) of a Note, you generally will recognize gain or loss equal to the difference between the amount realized upon the sale, exchange or other taxable disposition (less an amount equal to any accrued and unpaid interest, which will be taxable as interest income for U.S. federal income tax purposes to the extent not previously included in income, as described in “—Interest” above) and your tax basis in the Note. Your tax basis in a Note will generally be your

 

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cost for that Note. Any gain or loss generally will be capital gain or loss and generally will be long-term capital gain or loss if you have held the Note for more than one year. Long-term capital gains of non-corporate U.S. holders (including individuals) are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations. Any gain or loss you recognize upon the sale, exchange or other taxable disposition of a Note will generally be treated as United States source gain or loss for purposes of computing your foreign tax credit limitations.

Information Reporting and Backup Withholding

In general, information reporting requirements will apply to payments of interest on the Notes and to the proceeds of the sale or other disposition (including a retirement or redemption) of a Note paid to you (unless, in each case, you establish that you are an exempt recipient). Backup withholding may apply to such payments if you fail to provide a taxpayer identification number and a certification that you are not subject to backup withholding or if you fail to report in full dividend and interest income.

Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against your U.S. federal income tax liability provided the required information is timely furnished to the Internal Revenue Service (the “IRS”).

Foreign Financial Asset Reporting

Certain U.S. holders are required to report information relating to an interest in the Notes, subject to certain exceptions (including an exception for Notes held in accounts maintained by certain financial institutions), by attaching a complete IRS Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold an interest in the Notes. You are urged to consult your own tax advisors regarding information reporting requirements relating to your ownership of the Notes.

 

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CERTAIN ERISA CONSIDERATIONS

The following is a summary of certain considerations associated with the purchase and holding of the Notes by (i) “employee benefit plans” within the meaning of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that are subject to Title I of ERISA, (ii) plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or provisions under any other U.S. or non-U.S. federal, state, local or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws”) and (iii) entities whose underlying assets are considered to include the assets of any of the foregoing described in clauses (i) and (ii) (each of the foregoing described in clauses (i) through (iii), we refer to as a “Plan”), and on those persons who are fiduciaries with respect to Plans.

ERISA and the Code impose certain duties on persons who are fiduciaries of a Plan subject to Title I of ERISA or Section 4975 of the Code (collectively, we refer to these Plans as “Covered Plans”), including the requirement of investment prudence and diversification and the requirement that a Covered Plan’s investments be made in accordance with the documents governing the Covered Plan. The prudence of a particular investment must be determined by the responsible fiduciary of a Covered Plan by taking into account the Covered Plan’s particular circumstances and all of the facts and circumstances of the investment including, but not limited to, the matters discussed above under “Risk Factors” and the fact that in the future there may be no market in which such fiduciary will be able to sell or otherwise dispose of the Notes.

Section 406 of ERISA and Section 4975 of the Code prohibit certain transactions involving the assets of a Covered Plan and certain persons (referred to as “parties in interest” under ERISA and “disqualified persons” under Section 4975 of the Code) having certain relationships to such Covered Plans unless a statutory or administrative exemption is applicable to the transaction. A party in interest or disqualified person who engaged in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and/or Section 4975 of the Code. In addition, a fiduciary of the Covered Plan who engaged in such non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and/or the Code.

Prohibited transactions within the meaning of Section 406 of ERISA or Section 4975 of the Code may arise if the Notes are acquired or held with the assets of a Covered Plan with respect to which the Issuer, an underwriter or any of their respective affiliates (collectively, the “Transaction Parties”) is a party in interest or disqualified person. As a result of its business, the Issuer, as well as other Transaction Parties, may be parties in interest or disqualified persons with respect to many Covered Plans. Certain exemptions from the prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code may be applicable, however, to the acquisition or holding of the Notes depending in part on the type of Covered Plan fiduciary making the decision to acquire or hold the Notes and the circumstances under which such decision is made. Included among these exemptions are Prohibited Transaction Class Exemption (“PTCE”) 91-38 (relating to investments by bank collective investment funds), PTCE 84-14 (relating to transactions effected by a “qualified professional asset manager”), PTCE 90-1 (relating to investments by insurance company pooled separate accounts), PTCE 95-60 (relating to investments by insurance company general accounts), and PTCE 96-23 (relating to transactions effected by in-house asset managers). In addition, Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code provide a limited exemption for the purchase and sale of securities and related lending transactions, provided that none of the issuer of the securities nor any of its affiliates (directly or indirectly) have or exercise any discretionary authority or control or render any investment advice with respect to the assets of any Covered Plan involved in the transaction, and provided further that the Covered Plan pays no more, and receives no less, than “adequate consideration” (within the meaning of Section 408(b)(17) of ERISA and Section 4975(f)(10) of the Code) in connection with the transaction (the so-called “service provider exemption”). Each of the above-noted exemptions contains conditions and limitations on its application. Fiduciaries of Covered Plans considering acquiring and/or holding any Notes in reliance on these or any other exemption should carefully review the exemption in consultation with its legal advisors to assure it is applicable. There can be no assurance that any of these exemptions or any other administrative or statutory exemption will be available with respect to any particular transaction involving the Notes.

 

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Any insurance company proposing to invest assets of its general account in the Notes should consider the extent to which such investment would be subject to the requirements of Title I of ERISA or Section 4975 of the Code in light of the U.S. Supreme Court’s decision in John Hancock Mutual Life Insurance Co. v. Harris Trust and Savings Bank, 510 U.S. 86 (1993) and Section 401(c) of ERISA and the regulations thereunder. Such an insurance company should consider (i) the exemptive relief granted by the U.S. Department of Labor for transactions involving insurance company general accounts in PTCE 95-60 and (ii) if such exemptive relief is not available, whether its acquisition or holding of any Notes or any interest therein will not require an exemption because the assets used for such acquisition are not subject to Title I of ERISA or Section 4975 of the Code.

Plans which are, and entities whose underlying assets constitute the assets of, governmental plans (within the meaning of Section 3(32) of ERISA), certain church plans (within the meaning of Section 3(33) of ERISA) and non-U.S. Plans (as described in Section 4(b)(4) of ERISA) may not be subject to the fiduciary responsibility or prohibited transaction provisions of Title I of ERISA or Section 4975 of the Code, but may nevertheless be subject to Similar Laws. Fiduciaries of any such plans or entities considering an investment in the Notes should consult with its legal advisors to consider the applicable fiduciary standards and to determine the potential consequences of an investment in the Notes under any applicable Similar Laws before deciding whether to acquire or hold any Notes.

By its acquisition of any Notes (or any interest therein), each purchaser and subsequent transferee thereof will be deemed to have represented and warranted, on each day from the date on which such purchaser or transferee, as applicable, acquires or holds the Notes (or any interest therein) through and including the date on which such purchaser or transferee, as applicable, disposes of the Notes (or any interest therein), either that (a) it is not acquiring or holding the Notes (or any interest therein) with the assets of a Plan or (b) its acquisition, holding and disposition of the Notes (or any interest therein) will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation under any applicable Similar Law.

The foregoing discussion is general in nature and is not intended to be all inclusive, and neither this discussion nor anything in this prospectus supplement is, or is intended to be, investment advice directed at potential Plan purchasers generally or any particular potential Plan purchaser, and such purchasers should consult and rely on their own counsel and advisors as to whether an investment in the Notes is suitable for the Plan. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries, or other persons considering purchasing or holding the Notes on behalf of, or with the assets of, any Plan, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Code and any Similar Laws to such investment and whether an exemption would be applicable to the purchase and holding, and any subsequent disposition, of the Notes.

Each purchaser and holder of an interest in the Notes will have exclusive responsibility for ensuring that its purchase and holding of the Notes does not violate the applicable fiduciary responsibility and prohibited transaction rules of ERISA and the Code or the provisions of any applicable Similar Law. Nothing in this prospectus supplement is, or should be construed as, a representation or advice as to whether an investment in the Notes would meet any or all of the relevant legal requirements with respect to investments by, or is appropriate for, Plans generally or any particular Plan. The sale of Notes to any Plan is in no respect a representation by any Transaction Party that such an investment meets all relevant legal requirement with respect to investments by Plans generally or any particular Plan, or that such investment is prudent or appropriate for Plans generally or any particular Plan.

 

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UNDERWRITING (CONFLICTS OF INTEREST)

Under the terms and subject to the conditions set forth in an underwriting agreement dated June 27, 2024, between us and the underwriters named below, for whom Mizuho Securities USA LLC and J.P. Morgan Securities LLC are acting as the representatives, the underwriters have severally, and not jointly, agreed to purchase, and we have agreed to sell to the underwriters, the respective principal amounts of the Notes listed opposite their names below.

 

Underwriters		Principal Amount of 6-year Notes				Principal Amount of 11-year Notes
Mizuho Securities USA LLC		$	456,000,000			$	399,000,000
J.P. Morgan Securities LLC			160,000,000				140,000,000
BofA Securities, Inc.			40,000,000				35,000,000
Goldman Sachs & Co. LLC			40,000,000				35,000,000
Natixis Securities Americas LLC			12,000,000				10,500,000
BBVA Securities Inc.			8,000,000				7,000,000
Daiwa Capital Markets America Inc.			8,000,000				7,000,000
Danske Markets Inc.			8,000,000				7,000,000
ING Financial Markets LLC			8,000,000				7,000,000
Lloyds Securities Inc.			8,000,000				7,000,000
BNY Mellon Capital Markets, LLC			4,000,000				3,500,000
CIBC World Markets Corp.			4,000,000				3,500,000
Citizens JMP Securities, LLC			4,000,000				3,500,000
Industrial and Commercial Bank of China Limited, Singapore Branch			4,000,000				3,500,000
KKR Capital Markets LLC			4,000,000				3,500,000
Shinhan Securities Co., Ltd			4,000,000				3,500,000
TD Securities (USA) LLC			4,000,000				3,500,000
Academy Securities, Inc.			2,400,000				2,100,000
AmeriVet Securities, Inc.			2,400,000				2,100,000
CastleOak Securities, L.P.			2,400,000				2,100,000
Drexel Hamilton, LLC			2,400,000				2,100,000
Great Pacific Securities			2,400,000				2,100,000
Loop Capital Markets LLC			2,400,000				2,100,000
Mischler Financial Group, Inc.			2,400,000				2,100,000
R. Seelaus & Co., LLC			2,400,000				2,100,000
Samuel A. Ramirez & Company, Inc.			2,400,000				2,100,000
Siebert Williams Shank & Co., LLC			2,400,000				2,100,000
Total		$	800,000,000			$	700,000,000

The underwriters are entitled to be released and discharged from their obligations under, and to terminate, the underwriting agreement in certain circumstances prior to paying us for the Notes. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the non-defaulting underwriters may be increased. The underwriters are offering the Notes subject to their acceptance of the Notes from us and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the Notes are subject to approval of certain legal matters by their counsel and to certain other conditions.

The underwriting agreement provides that we will indemnify the underwriters and their affiliates against specified liabilities, including liabilities under the Securities Act, in connection with the offer and sale of the Notes, and will contribute to payments the underwriters and their affiliates may be required to make in respect of those liabilities.

 

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