Filed Pursuant to Rule 424(b)(5)
Registration No. 333-233354

 

The Information in this preliminary prospectus supplement and the accompanying prospectus is incomplete and subject to completion and amendment. This preliminary prospectus supplement and the accompanying prospectus is not an offer to sell, nor does it seek an offer to buy, these securities in any jurisdiction where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED SEPTEMBER 7, 2021

PRELIMINARY PROSPECTUS SUPPLEMENT

(To prospectus dated August 19, 2019)

 

 

Mizuho Financial Group, Inc.

Subordinated Notes

 

 

Mizuho Financial Group, Inc., a joint stock corporation incorporated with limited liability under the laws of Japan (“Mizuho Financial Group” or the “Issuer”), will issue an aggregate principal amount of $            of subordinated notes due September            (the “Notes”). Subject to a Viability Write-Down, as described under “Description of Notes—Write-Down,” the Notes will bear interest from (and including) September    , 2021 at the rate of        % per annum, payable semi-annually in arrears on March            and September            of each year, with the first interest payment to be made on March    , 2022. Subject to a Viability Write-Down, as described under “Description of Notes—Write-Down,” the Notes will mature on September             .

The Notes are not redeemable prior to maturity, except that Mizuho Financial Group may at its option redeem the Notes, in whole, but not in part, (i) in the event of certain changes in Japanese tax law that would require Mizuho Financial Group to make additional payments or result in certain other adverse tax consequences to Mizuho Financial Group or (ii) in the event that there is more than an insubstantial risk that the Notes will no longer qualify as Tier II capital under applicable standards set forth by the Financial Services Agency of Japan (the “FSA”), subject to certain conditions. See “Description of the Notes—Optional Tax Redemption,” and “Description of the Notes—Optional Regulatory Redemption.” The Notes will not be subject to any sinking fund. The Notes will be represented by one or more global notes deposited with a custodian for and registered in the name of a nominee of The Depository Trust Company (“DTC”), as depositary. Beneficial interests in the Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its direct and indirect participants, including Euroclear Bank SA/NV (“Euroclear”), and Clearstream Banking S.A. (“Clearstream”). The Notes will be issued only in registered form in minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof.

The Notes are intended to qualify as our Tier II capital under the applicable Japanese banking regulations. The Notes will constitute direct and unsecured obligations of Mizuho Financial Group which are unconditional and subordinated, as described below. Claims in respect of the Notes shall at all times rank equally and pari passu and without any preference among themselves and at least equally and ratably with all other present and future unsecured, unconditional and dated subordinated obligations of Mizuho Financial Group, and in priority to the rights and claims of holders of all present and future unsecured, undated, conditional and subordinated obligations of Mizuho Financial Group and holders of all classes of equity of Mizuho Financial Group, subject to a Viability Write-Down, as described under “Description of Notes—Write-Down,” as described herein. Upon the occurrence of a Subordination Event (as defined below), amounts payable under the Notes will be subordinated in right of payment to the prior payment of all senior indebtedness of Mizuho Financial Group.

Upon the occurrence of a Viability Event (as defined below), no amount under the Notes will thereafter become due. Subsequently, the full principal amount of each Note will be written down to zero and the Notes will be cancelled as of the Discharge Date (as defined below). Such Viability Write-Down (as defined below) will result in the Noteholders (as defined below) losing the entire principal amount of the Notes and all accrued and unpaid interest thereon that have not become due and payable prior to the relevant Viability Event. See “Description of the Notes—Write-Down.”

Payment of principal of the Notes may be accelerated only in the case of the occurrence and continuation of specified events relating to or the winding-up or dissolution of Mizuho Financial Group. There is no right of acceleration of the payment of principal of the Notes upon a default in the payment of interest or in the performance of any covenant by Mizuho Financial Group.

Approval-in-principle has been received for the listing and quotation of the Notes on the Official List of the Singapore Exchange Securities Trading Limited (the “SGX-ST”). The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained herein. Admission of the Notes to the Official List of the SGX-ST and quotation of the Notes on the SGX-ST are not to be taken as an indication of the merits of Mizuho Financial Group, its subsidiaries and associated companies or the Notes.

Investing in the Notes involves risks. You should carefully consider the risk factors set forth in “Item 3.D. Key Information—Risk Factors” of our most recent annual report on Form 20-F filed with the U.S. Securities and Exchange Commission (the “SEC”), and in the “Risk Factors ” section beginning on page S-10 of this prospectus supplement before making any decision to invest in the Notes.

 

 

 

		Per Note				Total
Public offering price(1)			%			$
Underwriting commission			%			$
Proceeds, before expenses, to us(1)			%			$

 

(1)	Plus accrued interest from September            , 2021, if settlement occurs after that date.

Neither the SEC nor any state securities commission has approved or disapproved of the Notes or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

The Notes offered by this prospectus supplement and the accompanying prospectus are being offered by the underwriters, subject to prior sale, withdrawal, cancellation or modification of the offer without notice, to delivery to and acceptance by the underwriters and to certain further conditions. It is expected that the Notes will be delivered in book-entry form only, on or about September     , 2021, through the facilities of DTC and its participants, including Euroclear and Clearstream.

 

 

Joint Lead Managers and Joint Bookrunners

 

Mizuho Securities				J.P. Morgan

 

 

The date of this prospectus supplement is September     , 2021.

TABLE OF CONTENTS

Prospectus Supplement

 

		Page
About This Prospectus Supplement			S-iv
Cautionary Statement Regarding Forward-Looking Statements			S-iv
Presentation of Financial and Other Information			S-v
Prospectus Supplement Summary			S-1
The Offering			S-4
Risk Factors			S-10
Use of Proceeds			S-18
Capitalization and Indebtedness			S-19
Selected Financial and Other Information (U.S. GAAP)			S-20
Supplemental Financial and Other Information (Japanese GAAP)			S-22
Description of the Notes			S-30
Taxation			S-39
Certain ERISA Considerations			S-47
Underwriting (Conflicts of Interest)			S-49
Experts			S-55
Legal Matters			S-55
Incorporation by Reference			S-56

Prospectus

 

		Page
About this Prospectus			1
Cautionary Statement Regarding Forward-Looking Statements			3
Risk Factors			4
Mizuho Financial Group, Inc.			5
Capitalization and Indebtedness			6
Use of Proceeds			7
Description of the Debt Securities			8
Taxation			25
Certain ERISA Considerations			25
Plan of Distribution (Conflicts of Interest)			25
Experts			27
Legal Matters			27
Enforcement of Civil Liabilities			27
Where You Can Find More Information			28

 

S-i

Japan

The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948), as amended, (the “Financial Instruments and Exchange Act”) and are subject to the Special Taxation Measures Act of Japan (Act No. 26 of 1957), as amended (the “Special Taxation Measures Act”). The Notes may not be offered or sold in Japan or to, or for the benefit of, any resident of Japan (which term as used in this sentence means any person resident of Japan, including any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws, regulations and governmental guidelines of Japan. See “Underwriting (Conflicts of Interest).” The Notes are not, as part of the distribution by the underwriters pursuant to the underwriting agreement dated the date hereof at any time, to be directly or indirectly offered or sold to, or for the benefit of, any person other than a beneficial owner that is, (i) for Japanese tax purposes, neither (x) an individual resident of Japan or a Japanese corporation, nor (y) an individual non-resident of Japan or a non-Japanese corporation that in either case is a person having a special relationship with Mizuho Financial Group as described in Article 6, Paragraph 4 of the Special Taxation Measures Act (a “specially-related person of Mizuho Financial Group”) or (ii) a Japanese designated financial institution, designated in Article 6, Paragraph 11 of the Special Taxation Measures Act, except as specifically permitted under the Special Taxation Measures Act. BY SUBSCRIBING FOR THE NOTES, AN INVESTOR WILL BE DEEMED TO HAVE REPRESENTED IT IS A PERSON WHO FALLS INTO THE CATEGORY OF (i) OR (ii) ABOVE.

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

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

The European Economic Area

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

 

S-ii

United Kingdom

PROHIBITION OF SALES TO UK RETAIL INVESTORS—The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (“UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (“FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

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

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

Singapore

SINGAPORE SFA PRODUCT CLASSIFICATION: Solely in connection with its obligations under Section 309B of the Securities and Futures Act (Chapter 289) of Singapore (the “SFA”) and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the “CMP Regulations 2018”), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309(A)(1) of the SFA) of the classification of the Notes as prescribed capital markets products (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

 

S-iii

ABOUT THIS PROSPECTUS SUPPLEMENT

This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of the offering of the Notes and also adds to, updates and changes information contained in the prospectus filed with the SEC dated August 19, 2019, and the documents incorporated by reference in this prospectus supplement. The second part is the above-mentioned prospectus, to which we refer as the “accompanying prospectus.” The accompanying prospectus contains a description of the senior and subordinated debt securities and gives more general information, some of which may not apply to the Notes. If the description of the Notes in this prospectus supplement differs from the description in the accompanying prospectus, the description in this prospectus supplement supersedes the description in the accompanying prospectus.

We have not, and the underwriters have not, authorized any other person to provide you with any information other than that contained in or incorporated by reference into this prospectus supplement, in the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. “Incorporated by reference” means that we can disclose important information to you by referring you to another document filed separately with the SEC. We are not responsible for, and can provide no assurance as to the accuracy of, any other information that any other person may give you. We are not making, nor are the underwriters making, an offer to sell the Notes in any jurisdiction where the offer or sale is not permitted. You should not assume that the information appearing in this prospectus supplement, the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you, including any information incorporated by reference herein or therein, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those respective dates.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein contain in a number of places forward-looking statements regarding our intent, belief, targets or current expectations of our management with respect to our financial condition and future results of operations. These statements constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act. In many cases, but not all, we use such words as “aim,” “anticipate,” “believe,” “endeavor,” “estimate,” “expect,” “intend,” “may,” “plan,” “probability,” “project,” “risk,” “seek,” “should,” “strive,” “target” and similar expressions in relation to us or our management to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions. These statements reflect our current views with respect to future events and are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results may vary materially from those we currently anticipate.

We have identified some of the risks inherent in forward-looking statements in “Item 3.D. Key Information—Risk Factors” of our most recent annual report on Form 20-F and in the “Risk Factors” section of this prospectus supplement. Other factors could also adversely affect our results or the accuracy of forward-looking statements in this prospectus supplement, the accompanying prospectus or the documents incorporated by reference herein and therein, and you should not consider these to be a complete set of all potential risks or uncertainties.

The forward-looking statements included or incorporated by reference in this prospectus supplement and the accompanying prospectus are made only as of the dates on which such statements were made. We expressly disclaim any obligation or undertaking to release any update or revision to any forward-looking statement contained herein or therein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based.

 

S-iv

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

In this prospectus supplement, the accompanying prospectus and any documents incorporated by reference herein or therein, “MHFG,” “Mizuho Group,” “we,” “us,” and “our” refer to Mizuho Financial Group, Inc. and, unless the context indicates otherwise, its consolidated subsidiaries. “Mizuho Financial Group” refers to Mizuho Financial Group, Inc. Furthermore, unless the context indicates otherwise, these references are intended to refer to us as if we had been in existence in our current form for all periods referred to herein. We use the word “you” to refer to prospective investors in the Notes and the word “Noteholder” or “Noteholders” to refer to the holders of the Notes.

Our primary financial statements for SEC reporting purposes are prepared on an annual and semi-annual basis in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), while our financial statements for reporting in our jurisdiction of incorporation and Japanese bank regulatory purposes are prepared in accordance with accounting principles generally accepted in Japan (“Japanese GAAP”). Unless otherwise specified, for purposes of this prospectus supplement, we have presented our financial information in accordance with U.S. GAAP. Unless otherwise stated or otherwise required by the context, all amounts in our financial statements are expressed in yen.

There are certain differences between U.S. GAAP and Japanese GAAP. For a description of certain differences between U.S. GAAP and Japanese GAAP, see “Item 5. Operating and Financial Review and Prospects—Reconciliation with Japanese GAAP” in our most recent annual report on Form 20-F filed with the SEC. You should consult your own professional advisers for a more complete understanding of the differences between U.S. GAAP, Japanese GAAP and the generally accepted accounting principles of other countries and how those differences might affect the financial information contained or incorporated by reference in this prospectus supplement or the accompanying prospectus.

Financial information for us contained or incorporated by reference herein or in the accompanying prospectus is presented in accordance with U.S. GAAP or Japanese GAAP, as specified herein or in the relevant document being incorporated by reference. See “Incorporation by Reference” for a list of documents being incorporated by reference herein.

In this prospectus supplement and the accompanying prospectus, references to “U.S. dollars,” “dollars,” “U.S. $” and “$” refer to the lawful currency of the United States, those to “EUR” and “€” refer to the currency of the European Economic and Monetary Union and those to “yen” and “¥” refer to the lawful currency of Japan. This prospectus supplement, the accompanying prospectus or the documents incorporated by reference herein and therein may contain a translation of certain Japanese yen amounts into U.S. dollars for your convenience. However, these translations should not be construed as representations that such yen amounts have been, could have been or could be converted into dollars at the relevant rate or at all.

In this prospectus supplement and the accompanying prospectus, yen figures and percentages presented in accordance with U.S. GAAP have been rounded to the figures shown, and yen figures and percentages presented in accordance with Japanese GAAP have been truncated to the figures shown, except for figures based on managerial accounting, which are rounded, and, in each case, unless otherwise specified. However, in some cases, figures presented in tables have been adjusted to match the sum of the figures with the total amount, and such figures may also be referred to in the related text.

Our fiscal year end is March 31. References to years not specified as being fiscal years are to calendar years.

In this prospectus supplement, all of our financial information is presented on a consolidated basis, unless we state otherwise.

 

S-v

 

S-1

 

S-2

 

S-3

 

S-4

 

S-5

 

S-6

 

S-7

 

S-8

 

S-9

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, 2021, 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 are subject to a Viability Write-Down which may result from the non-viability of our material subsidiaries which may trigger the loss absorption provisions of such material subsidiary’s Internal TLAC instruments. As a result of a Viability Write-Down, you may lose the entire value of your investment.

The Deposit Insurance Act upon amendment effective as of March 6, 2014, provides the framework with respect to an event that triggers a write-down or conversion of capital instruments of a bank holding company. Implementing ordinances under the amended Deposit Insurance Act and other related documents issued by the FSA have clarified that only in circumstances where the Japanese Prime Minister confirms (nintei) that the “specified item 2 measures (tokutei dai nigo sochi)” need to be applied to a bank holding company, a write-down or conversion of Tier II capital instruments of a bank holding company will be triggered. The “specified item 2 measures (tokutei dai nigo sochi)” are the measures set forth in Article 126-2, Paragraph 1, Item 2 of the Deposit Insurance Act.

The “specified item 2 measures (tokutei dai nigo sochi)” consist of (i) supervision by the Deposit Insurance Corporation of Japan (the “DIC”) over the operation of the business of and the management and disposal of assets of the relevant bank holding company (tokubetsu kanshi) as set forth in Article 126-3 of the Deposit Insurance Act and (ii) certain categories of financial aid provided by the DIC to assist the merger, business transfer, corporate split or other reorganization with respect to the relevant bank holding company (tokutei shikin enjo) as set forth in Article 126-28 of the Deposit Insurance Act. A confirmation (nintei) by the Japanese Prime Minister with respect to the specified item 2 measures (tokutei dai nigo sochi) may only be made with respect to a bank holding company where such bank holding company’s liabilities exceed, or are likely to exceed, its assets, or where such bank holding company has suspended, or is likely to suspend, repayment of its obligations, and the Japanese Prime Minister recognizes that the failure of such bank holding company may cause significant disruption in the financial markets or other financial systems in Japan without taking the specified item 2 measures (tokutei dai nigo sochi) after the deliberation at the Financial Crisis Management Meeting. 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, 2021, which is incorporated herein by reference.

 

S-10

The Notes are intended to qualify as our Tier II capital and contain non-viability loss absorption provisions under applicable standards set forth in the applicable Japanese banking regulations. Under such provisions, a “Viability Event” will be deemed to have occurred if the Japanese Prime Minister confirms (nintei) that the “specified item 2 measures (tokutei dai nigo sochi)”, which are the measures set forth in Article 126-2, Paragraph 1, Item 2 of the Deposit Insurance Act (including any successor provisions thereto) need to be applied to Mizuho Financial Group. Upon the occurrence of a Viability Event, no amounts under the Notes will thereafter become due. Subsequently, the full principal amount of each Note will be written down to zero and the Notes will be cancelled as of the Discharge Date. We refer to such write-down and cancellation of the Notes as a Viability Write-Down. Upon such Viability Write-Down, the Issuer will be discharged from all obligations to pay principal and any accrued interest and will cease to owe to the Noteholders any payments with respect to the Notes, except with respect to principal, interest or additional amounts on the Notes that became due and payable prior to the Viability Event. If a Viability Event occurs, it is expected that a Viability Write-Down would take place before the determination of the treatment of the Issuer’s remaining indebtedness or other securities without similar write-down features. Furthermore, upon the occurrence of a Viability Event, the Noteholders will have no rights whatsoever under the Indenture or the Notes to take any action or enforce any rights or instruct the trustee to take any action or enforce any rights whatsoever and may not exercise, claim or plead any right of set-off, compensation or retention in respect of any amount owed to you by the Issuer arising under, or in connection with, the Notes. None of the foregoing shall prejudice the Noteholders’ rights to receive principal and interest that had become due and payable prior to the Viability Event.

In addition, 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, 2021, 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 became applicable to (i) G-SIBs in Japan from March 31, 2019, and (ii) 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”) from March 31, 2021, 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. The Notes are intended to qualify also as our external TLAC debt under the Japanese TLAC Standard.

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. The resolution framework for financial institutions under current Japanese laws and regulations includes (i) measures applied to financial institutions that are solvent

 

S-11

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 global systemically important bank (“G-SIB”) is non-viable due to 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 such 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 loss-absorbing and recapitalization capacity (“Internal TLAC”) instruments will be written off or, if applicable, converted into equity in accordance with the applicable Contractual Loss Absorption Provisions (as defined below) of such Internal TLAC instruments. Following the write-off or conversion of Internal TLAC instruments, if the Japanese Prime Minister recognizes that a 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 recognises that the failure of such financial institution is likely to cause a significant disruption to the Japanese financial market or system, the Japanese 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 Japanese Prime Minister would also trigger the point of non-viability clauses of Additional Tier I and Tier II instruments issued by the financial institution, including a Viability Write-Down of the Notes, causing such instruments to be written off or, if so provided for in the conditions applicable to such instruments, converted into equity. In the context of the Notes, any such confirmation by the Japanese Prime Minister triggers a Viability Event, and the Notes will be subject to a Viability Write-Down.

Pursuant to the terms of the Indenture, the Issuer will issue a Viability Notice as soon as practicable following the occurrence of a Viability Event, confirming that a Viability Event has occurred and that a Viability Write-Down will take place on the Discharge Date specified therein. Although the Issuer has agreed to notify DTC and the Noteholders via DTC as soon as practicable following the occurrence of a Viability Event, there will be a delay between a Viability Event and the time that DTC and the Noteholders via DTC are notified of the occurrence of the relevant Viability Event through their DTC accounts or otherwise. Such delay may exceed several days during which trading and settlement in the Notes may continue. Any such delay will not change or delay the effect of a Viability Event on the obligations of the Issuer under the Notes or on the rights of the Noteholders. Therefore, notwithstanding any such delay, the Noteholders will not have any rights against us immediately upon the occurrence of the Viability Event, regardless of whether they have received actual or constructive notice of such fact, except with respect to claims for payments under the Notes that have become due and payable prior to the occurrence of the Viability Event. See “Description of the Notes—Write-Down—Viability Write-Down” for more information.

Upon the occurrence of a Viability Write-Down, Noteholders will not receive any shares or other participation rights in Mizuho Financial Group or be entitled to any other participation in the upside potential of any equity or debt securities of Mizuho Financial Group, or be entitled to any compensation in the event of any change in the Mizuho Financial Group’s potential recovery.

 

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Transfers scheduled to settle through DTC are expected to be rejected if the scheduled settlement is after any suspension by DTC of clearance and settlement of the Notes in connection with a Viability Notice. Furthermore, because of time zone differences and the delay between the time when a Viability Event occurs and when DTC receives and processes the Viability Notice, it is possible that transfers may either (i) fail to settle through DTC even though such transfers were initiated prior to the Viability Event or (ii) are settled through DTC even though such transfers were initiated after the Viability Event.

DTC is expected to suspend all clearance and settlement of transfers of the Notes by Noteholders after its receipt of a Viability Notice, and any transfer of the Notes that is scheduled to settle after commencement of such suspension is expected to be rejected by DTC and will not be settled within DTC.

Although a Viability Notice will be sent by the Issuer to DTC and the Noteholders via DTC as soon as practicable after the occurrence of a Viability Event, the records of DTC will not be immediately updated to reflect the Viability Event, and a period of time, which may exceed several days, will be required before the clearance and settlement of transfers of the Notes through DTC are suspended. Due to such delay, it is possible that transfers that are initiated prior to such suspension and scheduled to settle on a date after DTC commences such suspension will fail to settle through DTC even though such transfers were initiated prior to the Viability Event. In such circumstances, transferors of the Notes would not receive any consideration through DTC in respect of such intended transfer because DTC will not settle such transfer after commencement of such suspension. Similarly, it is possible that transfers that are initiated prior to such suspension and scheduled to settle on a date before DTC commences such suspension will be settled through DTC even though such transfers were initiated after the Viability Event. In such circumstances, transferees of the Notes may be required to pay consideration through DTC even though, upon the occurrence of a Viability Event, no amounts under the Notes will thereafter become due, and such transferees will have no rights whatsoever under the Indenture or the Notes to take any action or enforce any rights or instruct the trustee to take any action or enforce any rights whatsoever against the Issuer, regardless of whether they have received actual or constructive notice of such fact. The settlement of the Notes following a Viability Event will be subject to procedures of DTC that are in place at such time. See “Description of the Notes—Book-Entry; Delivery and Form—Write-Down Procedure for Notes while held in Book-Entry Form.”

The circumstances that could trigger the occurrence of a Viability Event remain uncertain, and applicable banking regulations, including the Japanese TLAC Standard, are subject to change.

The occurrence of a Viability Event, and therefore a Viability Write-Down of the Notes, is inherently unpredictable and depends on a number of factors that may be beyond Mizuho Financial Group’s control. The occurrence of a Viability Event depends on, among other things, a determination by the Japanese 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 Mizuho Financial Group as a result of, among other things, absorption of losses by Mizuho Financial Group on the loans that it has extended or will extend to, or investments it has made or will make in, or any other Internal TLAC of, Mizuho Bank or Mizuho Trust & Banking or any of Mizuho Financial Group’s other material subsidiaries or material sub-groups that are designated as systemically important by the FSA or that are subject to TLAC requirements or similar requirements imposed by a relevant foreign authority, becoming subject to loss absorption prior to the failure of such subsidiary or sub-groups, pursuant to the terms of such loans, investments or other Internal TLAC or in accordance with applicable 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 specified item 2 measures (tokutei dai nigo sochi). 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 a Viability Event could also have an adverse effect on the market price and liquidity of the Notes.

 

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In addition, there has been no application of specified item 2 measures (tokutei dai nigo sochi) 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. Mizuho Financial Group’s creditors, including Noteholders, may encounter difficulty in challenging the application of specified item 2 measures (tokutei dai nigo sochi) to Mizuho Financial Group.

As a result of the foregoing, the occurrence of a Viability Write-Down is inherently uncertain and unpredictable. Accordingly, the trading behavior of the Notes may not follow the trading behavior of other types of subordinated securities. Any indication that a Viability Event may occur can be expected to have a material adverse effect on the market price and liquidity of the Notes.

Furthermore, future regulatory or legislative developments or other factors (including change in the official positions regarding the application or interpretation of applicable laws and regulations, including the Japanese TLAC Standard) could lead to the Notes no longer being treated as Mizuho Financial Group’s Tier II capital under applicable standards set forth in the applicable banking regulations and our exercising option to redeem the Notes prior to maturity at par and/or issuing similar debt instruments in the future with terms that have a write-down (or equity conversion) provision with procedures that differ from the Viability Write-Down provision of the Notes and that may be more favorable to holders of such instruments, which in turn could adversely affect the value of the Notes with the current Viability Write-Down provision.

Subordination of the Notes, including structural subordination to the liabilities of our subsidiaries, could hinder investors’ ability to receive payment.

Upon the occurrence and continuation of a Subordination Event (as defined below), any amounts payable (other than any amounts which shall have become due before such Subordination Event and remain unpaid) under the Notes will be subordinated and subject to the prior payment of all Senior Indebtedness (as defined below) of the Issuer. Mizuho Financial Group expects to incur additional senior indebtedness, and nothing in the Notes or the Indenture limits Mizuho Financial Group’s ability to do so. See “Description of the Notes—Subordination.”

Furthermore, if a competent court in Japan shall have adjudicated Mizuho Financial Group to be subject to the bankruptcy proceedings pursuant to the provisions of the Japanese Bankruptcy Act (Act No. 75 of 2004, as amended) or successor legislation thereto (the “Japanese Bankruptcy Act”), the claims of the Noteholders will rank junior to the claims of all statutory subordinated bankruptcy claims (retsugoteki hasan saiken), as set forth in the Japanese Bankruptcy Act, in distribution in such bankruptcy proceedings. As of the date of this prospectus supplement, statutory subordinated bankruptcy claims, as set forth in the Japanese Bankruptcy Act in more detail, include: (i) any claim for interest, damages, penalty, taxes or certain other amounts arising after the commencement of bankruptcy proceedings; (ii) such portion of a claim with a fixed due date that is to become due after the commencement of bankruptcy proceedings and bears no interest, as corresponds to the amount of interest for the claim to be accrued at the statutory interest rate prescribed at the time of the commencement of bankruptcy proceedings according to the number of years during the period from the time of commencement of bankruptcy proceedings until the due date; (iii) such portion of a claim with an uncertain due date that is to become due after the commencement of bankruptcy proceedings and bears no interest, as corresponds to the difference between the amount of the claim and the amount of the claim estimated as of the time of commencement of bankruptcy proceedings; or (iv) such portion of a claim for periodic payments the amount and duration of which are fixed, as corresponds to the total of the amounts calculated with regard to the respective periodic payments in accordance with the provisions of (ii) above of this paragraph.

 

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Pursuant to the provisions of the Japanese Bankruptcy Act, the Japanese Corporate Reorganization Act (Act No. 154 of 2002, as amended) or successor legislation thereto (the “Japanese Corporate Reorganization Act”) or the Japanese Civil Rehabilitation Act, the holders of Mizuho Financial Group’s liabilities (both subordinated and unsubordinated) will be required to file a notice of claim in Japan upon the occurrence of a Subordination Event (other than a Foreign Event (as defined below)). Upon the expiration of the period for filing such notices, based on the notices filed and Mizuho Financial Group’s records, an official list of liabilities that will be distributed in a bankruptcy proceeding, reorganization proceeding or rehabilitation proceeding will be determined pursuant to the provisions of the Japanese Bankruptcy Act, the Japanese Corporate Reorganization Act or the Japanese Civil Rehabilitation Act (Act No. 225 of 1999, as amended) or any successor legislation thereto (the “Japanese Civil Rehabilitation Act”). The Indenture does not contain any limitations on the amount of Senior Indebtedness or other liabilities that Mizuho Financial Group may hereafter incur or assume.

In addition, 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 Financial Group or its subsidiaries under regulatory requirements, including the Internal TLAC 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. In addition, Mizuho Financial Group may also extend to each of its banking subsidiaries, using the net proceeds from the sale of Tier II subordinated debt securities, subordinated loans that qualify as Tier II capital, including those containing Contractual Loss Absorption Provisions that will discharge or extinguish the loans or convert them into ordinary shares of the subsidiaries if the Japanese Prime Minister

 

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confirms (nintei) that the “specified item 2 measures (tokutei dai nigo sochi)”, which are the measures set forth in Article 126-2, Paragraph 1, Item 2 of the Deposit Insurance Act, the “item 2 measures (dai nigo sochi)”, which are the measures set forth in Article 102, Paragraph 1, Item 2 of the Deposit Insurance Act, or the “item 3 measures (dai sango sochi)”, which are the measures set forth in Article 102, Paragraph 1, Item 3 of the Deposit Insurance Act, need to be applied to such banking subsidiary. 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, 2021, which is incorporated herein by reference. 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 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 Notes are subject to limited rights of acceleration.

Payment of principal on the Notes may be accelerated only in the case of Acceleration Events (as defined below), as described in “Description of the Notes—Acceleration Events; Limited Rights of Acceleration.” If you purchase the Notes, you will have no right to accelerate the payment of principal on the Notes if we fail to pay interest on the Notes or if we fail in the performance of any of our other obligations under 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. Approval-in-principle has been received for the listing of, and quotation for, the Notes on the SGX-ST, but 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

 

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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.

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

We have the option to redeem the Notes 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.” 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 or the then applicable public ministerial announcements, guidelines or policies of or supervised by, the FSA), regardless of whether such redemption would be favorable or unfavorable to you.

The Notes may also be redeemed prior to maturity at par by Mizuho Financial Group subject to certain conditions (including the confirmation of the FSA (if and to the extent required under the then applicable Japanese banking laws or regulations or the then applicable public ministerial announcements, guidelines or policies of or supervised by, the FSA)) without additional compensation to investors if there is more than an insubstantial risk that the Notes will be fully excluded from our Tier II capital under applicable standards set forth in the applicable banking regulations. See “Description of the Notes—Optional Regulatory Redemption.”

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. In addition, 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.

 

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USE OF PROCEEDS

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

 

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CAPITALIZATION AND INDEBTEDNESS

The following table sets forth our consolidated capitalization and indebtedness as of March 31, 2021 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, 2021(3)
		Actual				As adjusted
		(in millions of yen)
Indebtedness:
Short-term borrowings		¥	30,594,673			¥	30,594,673
Long-term debt(1)(2)			11,706,471
Total indebtedness		¥	42,301,144			¥
Equity:
MHFG shareholders’ equity:
Common stock—no par value, 4,800,000,000 shares authorized, 2,539,249,894 shares issued			5,826,863				5,826,863
Retained earnings			2,967,385				2,967,385
Accumulated other comprehensive income, net of tax			318,114				318,114
Less: Treasury stock, at cost—Common stock 3,889,782 shares			(7,124	)			(7,124	)
Total MHFG shareholders’ equity			9,105,238				9,105,238
Noncontrolling interests			582,919				582,919
Total equity		¥	9,688,157			¥	9,688,157
Total capitalization and indebtedness		¥	51,989,301			¥

 

Notes:

(1)	We regularly issue senior and subordinated notes. We issued an aggregate of €1.5 billion of EUR denominated senior notes in April 2021, an aggregate of U.S. $1.75 billion of U.S. dollars denominated senior notes in July 2021 and €1.0 billion of EUR denominated senior notes in September 2021.

(2)	We redeemed an aggregate of U.S. $2.25 billion of U.S. dollars denominated senior notes in April 2021 and ¥75 billion of yen denominated senior notes in July 2021.

(3)	The following foreign currency exchange rate is used in the table above: ¥110.61 = U.S. $1.00.

Except as stated above, there has been no material change in our capitalization and indebtedness since March 31, 2021.

 

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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, 2017, 2018, 2019, 2020 and 2021, 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, 2021 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, 2021, 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,
		2017				2018				2019				2020				2021
		(in millions of yen, except per share data, share number information and percentages)
Statement of Income data:
Interest and dividend income		¥	1,509,030			¥	1,761,886			¥	2,207,443			¥	2,151,172			¥	1,456,556
Interest expense			601,712				889,936				1,313,476				1,271,381				467,939
Net interest income			907,318				871,950				893,967				879,791				988,617
Provision (credit) for credit losses			37,668				(126,362	)			32,459				156,200				112,776
Net interest income after provision (credit) for credit losses			869,650				998,312				861,508				723,591				875,841
Noninterest income			1,368,032				1,604,663				1,222,371				1,307,740				2,041,320
Noninterest expenses			1,757,307				1,763,677				1,998,819				1,877,841				1,888,397
Income before income tax expense			480,375				839,298				85,060				153,490				1,028,764
Income tax expense			91,244				237,604				9,335				47,175				210,716
Net income			389,131				601,694				75,725				106,315				818,048
Less: Net income (loss) attributable to noncontrolling interests			26,691				24,086				(8,746	)			(43,880	)			236,283
Net income attributable to MHFG shareholders		¥	362,440			¥	577,608			¥	84,471			¥	150,195			¥	581,765
Net income attributable to common shareholders		¥	362,440			¥	577,608			¥	84,471			¥	150,195			¥	581,765
Amounts per share(1):
Basic earnings per common share—net income attributable to common shareholders		¥	143.34			¥	227.71			¥	33.31			¥	59.19			¥	229.27
Diluted earnings per common share—net income attributable to common shareholders		¥	142.80			¥	227.64			¥	33.30			¥	59.19			¥	229.26
Number of shares used to calculate basic earnings per common share (in thousands)			2,528,590				2,536,635				2,536,238				2,537,368				2,537,513
Number of shares used to calculate diluted earnings per common share (in thousands)			2,538,030				2,537,393				2,536,690				2,537,526				2,537,602

 

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		As of and for the fiscal years ended March 31,
		2017				2018				2019				2020				2021
		(in millions of yen, except per share data, share number information and percentages)
Cash dividends per share of common stock(2)(3):		¥	75.00			¥	75.00			¥	75.00			¥	75.00			¥	75.00
		$	0.67			$	0.71			$	0.68			$	0.70			$	0.68
Balance sheet data:
Total assets		¥	200,456,304			¥	204,255,642			¥	197,611,195			¥	211,218,760			¥	221,651,474
Loans, net of allowance			81,804,233				83,204,742				82,492,742				87,087,233				87,930,018
Total liabilities			191,684,247				194,751,942				188,109,702				202,043,136				211,963,317
Deposits			131,184,953				136,884,006				138,296,916				144,948,667				151,010,604
Long-term debt			14,529,414				12,955,230				11,529,400				10,346,152				11,706,471
Common stock			5,826,149				5,826,383				5,829,657				5,827,500				5,826,863
Total MHFG shareholders’ equity			8,261,357				8,868,421				8,726,519				8,512,365				9,105,238
Other financial data:
Return on equity and assets:
Net income attributable to common shareholders as a percentage of total average assets			0.18	%			0.28	%			0.04	%			0.07	%			0.26	%
Net income attributable to common shareholders as a percentage of average MHFG shareholders’ equity			5.25	%			8.26	%			1.11	%			1.95	%			7.50	%
Dividends per common share as a percentage of basic earnings per common share			52.32	%			32.94	%			225.16	%			126.71	%			32.71	%
Average MHFG shareholders’ equity as a percentage of total average assets			3.38	%			3.35	%			3.71	%			3.81	%			3.43	%
Net interest income as a percentage of total average interest-earning assets			0.51	%			0.47	%			0.48	%			0.48	%			0.48	%

 

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.

(2)

Yen amounts are expressed in U.S. dollars at the rate of ¥111.41 = U.S. $1.00, ¥106.20 = U.S. $1.00, ¥110.68 = U.S. $1.00, ¥107.53 = U.S. $1.00 and ¥110.61 = U.S. $1.00 for the fiscal years ended March 31, 2017, 2018, 2019, 2020 and 2021, 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-21

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, 2017, 2018, 2019, 2020 and 2021 and as of and for the three months ended June 30, 2020 and 2021.

The selected consolidated financial information as of and for the fiscal years ended March 31, 2017, 2018, 2019, 2020 and 2021 has been derived from our audited consolidated financial statements under Japanese GAAP which have been audited by Ernst & Young ShinNihon LLC, our independent auditors and which are not included in or incorporated by reference into this prospectus supplement. The selected consolidated financial information as of and for the three months ended June 30, 2020 and 2021 is derived from our unaudited consolidated financial statements under Japanese GAAP, English-language translations of which are incorporated by reference into this prospectus supplement from our current report on Form 6-K dated August 13, 2021.

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.

Our results of operations as of and for the three months ended June 30, 2021 are not necessarily indicative of our results of operations for the fiscal year ending March 31, 2022 or any future period.

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, 2017, 2018, 2019, 2020 and 2021 and as of and for the three months ended June 30, 2020 and 2021.

 

		As of and for the fiscal years ended March 31,																				As of and for the three months ended June 30,
		2017				2018				2019				2020				2021				2020				2021
		(in millions of yen, except percentages or where otherwise noted)
																						(unaudited)
Statement of Income data:
Interest income		¥	1,445,555			¥	1,622,354			¥	2,056,327			¥	2,014,440			¥	1,333,509			¥	366,276			¥	293,342
Interest expense			577,737				814,988				1,293,846				1,280,897				427,826				151,175				70,470
Net interest income			867,818				807,366				762,480				733,542				905,683				215,101				222,871
Fiduciary income			50,627				55,400				55,153				58,565				55,160				13,333				14,997
Net fee and commission income			603,542				614,349				610,427				619,243				687,147				156,803				157,453
Net trading income			325,332				275,786				297,367				391,299				388,130				137,808				102,875
Net other operating income			245,419				162,454				87,306				259,567				162,571				46,511				28,953
General and administrative expenses			1,467,221				1,488,973				1,430,850				1,378,398				1,414,608				340,468				335,331
Other income			438,042				565,683				447,300				318,438				380,978				35,560				102,412
Other expenses			279,368				192,113				712,927				383,542				512,900				88,559				48,051
Income before income taxes			784,193				799,953				116,259				618,717				652,163				176,092				246,181
Income taxes:
Current(1)			196,535				190,158				161,376				150,088				165,688				48,588				32,687
Deferred			(58,800	)			1,469				(163,879	)			11,408				9,099				4,955				(39,393	)
Profit			646,457				608,326				118,762				457,221				477,375				122,547				252,887

 

S-22

		As of and for the fiscal years ended March 31,																				As of and for the three months ended June 30,
		2017				2018				2019				2020				2021				2020				2021
		(in millions of yen, except percentages or where otherwise noted)
																						(unaudited)
Profit attributable to non-controlling interests			42,913				31,778				22,196				8,652				6,355				172				2,345
Profit attributable to owners of parent		¥	603,544			¥	576,547			¥	96,566			¥	448,568			¥	471,020			¥	122,375			¥	250,541
Gross profits (excluding the amounts of credit costs of trust accounts)(3)		¥	2,092.7			¥	1,915.3			¥	1,812.7			¥	2,062.2			¥	2,198.6			¥	569.5			¥	527.1
Gross profits (excluding the amounts of credit costs of trust accounts) + net gains (losses) related to ETFs and others(2)(3)			2,129.0				1,995.5				1,827.7				2,072.8				2,200.7				558.0				539.5
Net business profits (excluding the amounts of credit costs of trust accounts, before reversal of (provision for) general reserve for losses on loans)(3)(4)			663.4				457.8				393.3				661.9				797.7				231.7				194.3
Net business profits (excluding the amounts of credit costs of trust accounts, before reversal of (provision for) general reserve for losses on loans)(4) + net gains (losses) related to ETFs and others(2)(3)			699.7				538.0				408.3				672.5				799.7				220.2				206.8
Ordinary profits(3)			737.5				782.4				614.1				637.8				536.3				175.4				218.7
Credit-related costs(3)(5)(6)			47.5				(156.3	)			19.5				171.7				204.9				39.0				(2.6	)
Net gains (losses) related to stocks(3)(7)			242.1				272.0				274.8				137.1				12.1				(12.9	)			23.9
Impairment loss on stocks(3)			(4.8	)			(5.1	)			(5.7	)			(41.6	)			(5.8	)			(1.6	)			(2.3	)
Balance sheet data:
Total assets		¥	200,508,610			¥	205,028,300			¥	200,792,226			¥	214,659,077			¥	225,586,211			¥	220,609,837			¥	226,889,093
Loans and bills discounted(8)			78,337,793				79,421,473				78,456,935				83,468,185				83,704,675				88,824,317				82,631,430
Securities			32,353,158				34,183,033				29,774,489				34,907,234				43,697,262				39,354,461				47,167,479
Deposits(9)			130,676,494				136,463,824				137,649,596				144,472,235				150,504,978				150,256,723				149,639,466
Net assets			9,273,361				9,821,246				9,194,038				8,663,847				9,362,207				8,727,255				9,464,209
Basel III related data:(10)
Common Equity Tier 1 capital		¥	7,001,664			¥	7,437,048			¥	7,390,058			¥	7,244,776			¥	7,849,969			¥	7,407,199			¥	8,055,550
Additional Tier 1 capital			1,209,858				1,755,195				1,842,102				1,779,627				1,851,961				1,780,058				1,851,306
Tier 1 capital			8,211,522				9,192,244				9,232,160				9,024,404				9,701,931				9,187,258				9,906,857
Tier 2 capital			1,839,431				1,668,196				1,685,347				1,697,873				1,683,464				1,727,624				1,697,705
Total capital			10,050,953				10,860,440				10,917,507				10,722,278				11,385,395				10,914,882				11,604,563
Risk-weighted assets			61,717,158				59,528,983				57,899,567				62,141,217				67,481,983				65,180,377				67,367,304
Common Equity Tier 1 capital ratio			11.34	%			12.49	%			12.76	%			11.65	%			11.63	%			11.36	%			11.95	%
Common Equity Tier 1 capital ratio(11)			—				—				10.84	%			11.00	%			10.46	%			10.54	%			10.84	%

 

S-23

		As of and for the fiscal years ended March 31,																				As of and for the three months ended June 30,
		2017				2018				2019				2020				2021				2020				2021
		(in millions of yen, except percentages or where otherwise noted)
																						(unaudited)
Common Equity Tier 1 capital ratio(12)			—				—				9.5	%			9.3	%			10.0	%			—				10.2	%
Common Equity Tier 1 capital ratio(12)(13)			—				—				8.2	%			8.8	%			9.1	%			8.6	%			9.4	%
Tier 1 capital ratio			13.30	%			15.44	%			15.94	%			14.52	%			14.37	%			14.09	%			14.70	%
Total capital ratio			16.28	%			18.24	%			18.85	%			17.25	%			16.87	%			16.74	%			17.22	%
Total exposures(14)			207,401,679				214,277,824				208,557,401				220,977,568				200,546,630				197,278,551				206,393,377
Leverage ratio(14)			3.95	%			4.28	%			4.42	%			4.08	%			4.83	%			4.65	%			4.79	%
External TLAC ratio (risk-weighted assets basis, excluding capital buffers)(15)			—				—				22.18	%			21.95	%			21.42	%			20.83	%			22.12	%
External TLAC ratio (total exposure basis, including capital buffers)(14)(16)			—				—				7.14	%			7.16	%			8.39	%			8.04	%			8.36	%
Outstanding balance of TLAC eligible senior bonds (in trillions of yen)(17)		¥	1.25			¥	1.92			¥	2.53			¥	3.50			¥	3.64			¥	—			¥	—
Consolidated liquidity coverage ratio(18)			—				—				144.3	%			137.3	%			135.8	%			125.2	%			142.0	%
Total high-quality liquid assets(3)(19)			—				—			¥	59,797.1			¥	60,112.7			¥	72,792.2			¥	61,500.7			¥	77,902.7
Net cash outflows(3)(19)			—				—				41,447.8				43,816.7				53,607.0				49,131.8				54,843.9
Asset quality:
Credit-related cost ratio(20)			5bps				(17)bps				2bps				18bps				21bps				3bps				(0)bps
Non-performing loans (“NPL”) balances and ratios:
Status of disclosed claims under the Financial Reconstruction Act (“FRA”)(21):
Claims against bankrupt and substantially bankrupt obligors(3)		¥	98			¥	87			¥	59			¥	59			¥	55			¥	77			¥	46
Claims with collection risk(3)			404				294				361				383				409				382				351
Claims for special attention(3)			422				241				195				257				377				315				414
Total disclosed claims under the FRA(3)			925				623				617				700				842				775				812
Normal claims(3)			85,906				88,021				87,178				92,670				93,191				97,652				92,361
Total claims(3)		¥	86,831			¥	88,645			¥	87,795			¥	93,370			¥	94,034			¥	98,428			¥	93,174
NPL ratio(22)			1.06	%			0.70	%			0.70	%			0.75	%			0.89	%			0.78	%			0.87	%
Other data:
Other securities(3)(23)		¥	—			¥	—			¥	—			¥	32,166.4			¥	40,931.5			¥	36,474.9			¥	44,142.9
Japanese stocks(3)			—				—				1,419.8				1,272.0				1,167.7				1,269.8				1,202.8
Japanese bonds(3)			—				—				—				15,756.6				24,190.0				19,302.9				25,682.6
Foreign bonds(3)			—				—				—				12,501.2				12,466.9				12,890.5				13,953.6
Other(3)			—				—				—				2,636.5				3,106.9				3,011.6				3,303.8
Unrealized gains (losses) related to other securities(24)			—				—				—				1,176,337				1,570,772				1,363,667				1,495,843
Japanese stocks			—				—				—				1,071,551				1,665,784				1,275,676				1,579,886
Japanese bonds			—				—				—				(54,100	)			(44,978	)			(63,520	)			(36,298	)
Foreign bonds			—				—				—				200,954				(33,009	)			180,340				(26,824	)
Other			—				—				—				(42,067	)			(17,024	)			(28,828	)			(20,919	)
Net gains (losses) related to bonds			97,817				(20,773	)			(109,359	)			114,242				1,618				40,997				6,934

 

S-24

 

Notes:

(1)	Includes refund of income taxes.

(2)

Net gains related to ETFs (the aggregate non-consolidated figures of Mizuho Bank and Mizuho Trust & Banking) + net gains on operating investment securities (the consolidated figures of Mizuho Securities) was ¥2.0 billion for the fiscal year ended March 31, 2021 (a decrease of ¥8.5 billion from the previous fiscal year) and ¥12.4 billion for the three months ended June 30, 2021 (an increase of ¥23.8 billion from the same period in the previous fiscal year).

(3)	In billions of yen.

(4)

Net business profits (excluding the amounts of credit costs of trust accounts, before reversal of (provision for) general reserve for losses on loans) = consolidated gross profits-general and administrative expenses (excluding non-recurring losses) + equity in income from investments in affiliates and certain other consolidation adjustments.

(5)	Figures in parentheses show negative credit-related costs as a result of gain on reversal of reserves for possible losses on loans.

(6)

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. Credit-related costs incurred at Retail & Business Banking Company, Corporate & Institutional Company and Global Corporate Company for the three months ended June 30, 2021 were ¥(9.6) billion, ¥9.8 billion and ¥3.6 billion, respectively.

(7)

Net gains (losses) related to stocks - net gains (losses) related to ETFs and others was ¥10.0 billion for the fiscal year ended March 31, 2021 (a decrease of ¥116.4 billion from the previous fiscal year) and ¥11.5 billion for the three months ended June 30, 2021 (an increase of ¥13.0 billion from the same period in the previous fiscal year).

(8)	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.

(9)	Includes negotiable certificates of deposit.

(10)

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. 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, 2021, which is incorporated by reference herein.

(11)

Excludes 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.

(12)	On a fully-effective basis under the Basel III finalization framework expected to be fully applied in 2028.

(13)

Excludes 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 standard approach.

(14)

Due to the amendment to the leverage ratio regulations introduced as a temporary measure by the FSA, the amount of deposits to the Bank of Japan was excluded from total exposure as of March 31, 2021 and accordingly, such amount is not directly comparable to prior years. Total exposure and leverage ratio, each including our deposits to the Bank of Japan as total exposure, as of June 30, 2020, March 31, 2021 and June 30, 2021 were ¥229,877,279 million and 3.99%, ¥240,452,651 million and 4.03%, and ¥240,811,399 million and 4.11%, respectively.

(15)	Calculated after deduction of capital buffer requirement.

(16)	Calculated before deduction of capital buffer requirement.

(17)	Japanese yen equivalent value converted at the exchange rate as of the respective period end.

(18)

For the three months ended March 31, 2019, 2020 and 2021 and June 30, 2020 and 2021, 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.

(19)	For the three months ended March 31, 2019, 2020 and 2021 and June 30, 2020 and 2021, respectively.

(20)	Credit-related cost ratio = credit-related costs (annualized) / total claims (period-end balance, based on the FRA; banking account and trust account).

(21)	Includes banking account and trust account. Trust account denotes trust accounts with contracts that indemnify the principal amounts.

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

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

(24)

Other securities which have readily determinable fair values. Excluding investments in partnership. Changes in value to be recorded directly to net assets after 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.

 

S-25

Selected Aggregated Figures of Mizuho Group’s Principal Banking Subsidiaries

The table below sets forth selected aggregated non-consolidated figures of Mizuho Group’s principal banking subsidiaries, Mizuho Bank and Mizuho Trust & Banking, as of and for the fiscal years ended March 31, 2017, 2018, 2019, 2020 and 2021 and as of and for the three months ended June 30, 2020 and 2021.

 

		As of and for the fiscal years ended March 31,																				As of and for the three months ended June 30,
Aggregated figures of Mizuho Group’s principal banking subsidiaries(1)		2017				2018				2019				2020				2021				2020				2021
		(in billions of yen, except percentages or where otherwise noted)
																						(unaudited)
Financial results highlights:
Gross profits (excluding the amounts of credit costs of trust accounts)		¥	1,441			¥	1,293			¥	1,197			¥	1,437			¥	1,477			¥	392			¥	338
Net interest income			749				708				676				652				815				191				197
Net fee and commission income			407				405				417				420				456				106				89
General and administrative expenses (excluding non-recurring losses)			947				964				949				922				897				223				214
Net business profits (before reversal of (provision for) general reserve for losses on loans)(2)			494				328				247				515				580				169				124
Net income (losses)			388				493				(105	)			343				311				33				100
Asset quality:
Reserve ratios for other watch obligors(3): Claims against other watch obligors (approximate amount, in trillions of yen)		¥	1.6			¥	1.6			¥	1.3			¥	1.6			¥	1.7				n.a.				n.a.
Reserve ratios			6.69	%			3.92	%			2.46	%			4.91	%			4.87	%			n.a.				n.a.
Other financial data:
Japanese government bonds (in trillions of yen)(4)		¥	10.2			¥	13.3			¥	11.8			¥	12.6			¥	20.9			¥	16.0			¥	22.2
Average remaining period (years)(6)			2.4				2.5				2.1				2.4				1.1				2.1				1.2
Unrealized gains (losses)(5)		¥	8.7			¥	0.6			¥	5.9			¥	(44.0	)		¥	(31.7	)		¥	(54.2	)		¥	(25.7	)
Foreign bonds (in trillions of yen)(4)			8.7				8.1				7.1				12.1				12.0				12.5				13.5
Average remaining period (years)(6)			3.9				3.4				3.2				2.6				2.5				2.5				3.0
Unrealized gains (losses)(5)		¥	(162.9	)		¥	(160.2	)		¥	21.1			¥	199.6			¥	(32.5	)		¥	178.0			¥	(26.3	)

 

Notes:

(1)	The aggregated figures in this table have not been audited.

(2)	Net business profits (before reversal of (provision for) general reserve for losses on loans) of Mizuho Trust & Banking exclude the amounts of credit-related costs for trust accounts.

(3)	Banking account.

(4)	Other securities which have readily determinable fair values. Figures are on an acquisition cost basis.

(5)	Changes in value to be recorded directly to net assets after tax and other necessary adjustments. Calculated based on the quoted market price if available, or other reasonable value, at the end of the month.

(6)	Excluding floating rate notes.

 

S-26

Other Related Information for Mizuho Group

 

		As of
Aggregated figures of Mizuho Group’s principal banking subsidiaries		September 30, 2018				March 31, 2019				September 30, 2019				March 31, 2020				September 30, 2020				March 31, 2021				June 30, 2021
		(in trillions of yen) (on a managerial accounting basis)
Loan balance in Japan(1)
Period-end balances:
Retail & Business Banking Company – Individuals		¥	10.2			¥	9.9			¥	9.7			¥	9.5			¥	9.2			¥	9.1			¥	9.0
Retail & Business Banking Company – Corporate			14.5				15.0				15.3				15.6				16.2				16.0				15.8
Corporate & Institutional Company			25.0				26.2				27.2				28.0				30.9				30.4				29.9
Total		¥	49.7			¥	51.4			¥	52.3			¥	53.3			¥	56.5			¥	55.4			¥	54.7
		For the six months ended																								For the three months ended June 30, 2021
Aggregated figures of Mizuho Group’s principal banking subsidiaries		September 30, 2018				March 31, 2019				September 30, 2019				March 31, 2020				September 30, 2020				March 31, 2021
		(in trillions of yen) (on a managerial accounting basis)
Loan balance in Japan(1)
Average balance:
Domestic branches		¥	49.3			¥	50.8			¥	51.9			¥	52.5			¥	56.6			¥	56.2			¥	55.4
		For the six months ended																								For the three months ended June 30, 2021
Aggregated figures of Mizuho Group’s principal banking subsidiaries		September 30, 2018				March 31, 2019				September 30, 2019				March 31, 2020				September 30, 2020				March 31, 2021
Loan and deposit rate margin in Japan(2)
Domestic return on loans and bills discounted (a)			0.83	%			0.80	%			0.78	%			0.77	%			0.73	%			0.75	%			0.75	%
Domestic loan and deposit rate margin (a) – (b)(3)			0.82	%			0.80	%			0.78	%			0.76	%			0.72	%			0.74	%			0.75	%
Domestic cost of deposits and debentures (b)			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%
		For the six months ended																								For the three months ended June 30, 2021
Aggregated figures of Mizuho Group’s principal banking subsidiaries		September 30, 2018				March 31, 2019				September 30, 2019				March 31, 2020				September 30, 2020				March 31, 2021
		(on a managerial accounting basis)
Loan Spreads(1)
Global Corporate Company(4)(5)			0.87	%			0.83	%			0.81	%			0.83	%			0.91	%			1.01	%			1.05	%
Retail & Business Banking Company – Corporate			0.63	%			0.60	%			0.57	%			0.55	%			0.54	%			0.56	%			0.57	%
Corporate & Institutional Company			0.49	%			0.48	%			0.50	%			0.50	%			0.50	%			0.53	%			0.54	%

 

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		For the six months ended																								For the three months ended June 30, 2021
Non-Consolidated Financial Information for Mizuho Bank		September 30, 2018				March 31, 2019				September 30, 2019				March 31, 2020				September 30, 2020				March 31, 2021
		(in billions of dollars) (on a managerial accounting basis)
Loan balance outside Japan(4)(5)
Period-end balance:
Asia		$	112.2			$	107.5			$	112.8			$	112.2			$	118.0			$	107.6			$	105.8
Americas			68.5				74.5				78.8				98.1				88.4				83.8				84.4
EMEA			41.8				47.9				51.4				58.4				60.0				53.2				52.9
Total		$	222.6			$	229.9			$	243.1			$	268.6			$	266.3			$	244.6			$	243.1
		For the six months ended																								For the three months ended June 30, 2021
Non-Consolidated Financial Information for Mizuho Bank		September 30, 2018				March 31, 2019				September 30, 2019				March 31, 2020				September 30, 2020				March 31, 2021
		(in billions of dollars) (on a managerial accounting basis)
Loan balance outside Japan(4)(5)
Average balance		$	216.2			$	233.1			$	238.5			$	250.3			$	278.4			$	255.6			$	243.4
		For the six months ended																								For the three months ended June 30, 2021
Non-Consolidated Financial Information for Mizuho Bank		September 30, 2018				March 31, 2019				September 30, 2019				March 31, 2020				September 30, 2020				March 31, 2021
Loan and deposit rate margin outside Japan
Return on loan and bills discounted (a)			2.67	%			2.91	%			2.87	%			2.46	%			1.56	%			1.34	%			1.30	%
Loan and deposit rate margin (a) – (b)(6)			0.98	%			0.89	%			0.90	%			0.91	%			1.04	%			1.11	%			1.17	%
Cost of deposits and debentures (b)			1.68	%			2.01	%			1.97	%			1.55	%			0.52	%			0.22	%			0.12	%

 

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