Bond HSBC Global plc 6.5% ( US404280AG49 ) in USD

HSBC Global plc

100 % ▼

United Kingdom

US404280AG49 ( in USD )

6.5% per year ( payment 2 times a year)

01/05/2036

Prospectus brochure of the bond HSBC Holdings PLC US404280AG49 en USD 6.5%, maturity 01/05/2036

100 000 USD

2 000 000 000 USD

404280AG4

BBB ( Lower medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

02/11/2025 ( In 175 days )

HSBC Holdings plc is a multinational banking and financial services holding company headquartered in London, operating globally with a focus on Asia, Europe, and the Americas, offering a wide range of services including personal banking, wealth management, commercial banking, and investment banking.

The Bond issued by HSBC Global plc ( United Kingdom ) , in USD, with the ISIN code US404280AG49, pays a coupon of 6.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 01/05/2036

The Bond issued by HSBC Global plc ( United Kingdom ) , in USD, with the ISIN code US404280AG49, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by HSBC Global plc ( United Kingdom ) , in USD, with the ISIN code US404280AG49, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

PROSPECTUS SUPPLEMENT
(To prospectus dated November 26, 2002)
$900,000,000
HSBC HOLDINGS PLC
6.5% Subordinated Notes Due 2036
The notes will bear interest at the rate of 6.5% per year. HSBC Holdings plc will pay interest on the notes on
May 2 and November 2 of each year, beginning on November 2, 2006. The notes will mature on May 2,
2036.
Application will be made to list the notes on the New York Stock Exchange in accordance with its rules.
The notes are unsecured subordinated debt securities.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement
or the related prospectus. Any representation to the contrary is a criminal offense.
Per Note
Total
Public Offering Price(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.856%
$898,704,000
Underwriting Discount . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.875%
$
7,875,000
Proceeds to us (before expenses) . . . . . . . . . . . . . . . . . . . . .
98.981%
$890,829,000
(1)
Interest on the notes will accrue from May 3, 2006.
We may use this prospectus supplement and the attached prospectus in the initial sale of these notes. In
addition, HSBC Securities (USA) Inc. or another of our affiliates may use this prospectus supplement and the
attached prospectus in a market-making transaction in any of these notes after their initial sale. Unless we or
our agent informs you otherwise in the confirmation of sale, this prospectus supplement and the attached prospectus
is being used in a market-making transaction.
HSBC Securities (USA) Inc. may effect sales of notes in Canada and is an indirect subsidiary of HSBC
Holdings plc. HSBC Holdings plc is a "related issuer" and may be a "connected issuer", as such terms
are defined in National Instrument 33-105 Underwriting Conflicts, of HSBC Securities (USA) Inc.
Canadian investors should refer to the sub-heading "--Certain Relationships and Related
Transactions" contained in "Plan of Distribution--Notice to Canadian Investors" for additional
information.
The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of
The Depository Trust Company on or about May 3, 2006.
HSBC
Banc of America Securities LLC
Citigroup
Commerzbank Corporates & Markets
JPMorgan
LaSalle Capital Markets
Merrill Lynch & Co.
Morgan Stanley
The date of this prospectus supplement is April 26, 2006

TABLE OF CONTENTS
Prospectus Supplement
Prospectus
Page
Page
Certain Definitions and Presentation of
About This Prospectus . . . . . . . . . . . . . . . . . . .
2
Financial and Other Data . . . . . . . . . . . . . . .
S-3
Limitations on Enforcement of US Laws
Limitations on Enforcement of US Laws
against Us, our Management and Others . . .
2
against Us, our Management and Others . . .
S-3
Where You Can Find More Information
Cautionary Statement Regarding Forward-
About Us . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Looking Statements . . . . . . . . . . . . . . . . . . .
S-4
HSBC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Where You Can Obtain More Information
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . .
4
About Us . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-4
Ratios of Earnings to Combined Fixed
Description of Notes . . . . . . . . . . . . . . . . . . . .
S-6
Charges and Preference Share Dividends . . .
5
HSBC Holdings plc . . . . . . . . . . . . . . . . . . . . .
S-8
Consolidated Capitalisation and Indebtedness
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . .
S-9
of HSBC Holdings plc . . . . . . . . . . . . . . . . .
6
Ratio of Earnings to Combined Fixed
Description of Subordinated Debt
Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-9
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
Consolidated Capitalisation and Indebtedness
Description of Dollar Preference Shares . . . . .
22
of HSBC Holdings plc . . . . . . . . . . . . . . . . .
S-10
Description of ADSs . . . . . . . . . . . . . . . . . . . . .
28
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-13
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36
Plan of Distribution . . . . . . . . . . . . . . . . . . . . .
S-17
Plan of Distribution . . . . . . . . . . . . . . . . . . . . .
44
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . .
S-24
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . .
46
Independent Registered Public Accounting
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46
Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-24
You should only rely on the information contained or incorporated by reference in this prospectus
supplement and the attached prospectus. We have not, and the underwriters have not, authorized any
other person to provide you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an
offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume
that the information appearing in this prospectus supplement and the attached prospectus, as well as
information we have previously filed with the Securities and Exchange Commission and incorporated by
reference, is accurate as of the date on the front cover of this prospectus supplement only. Our business,
financial condition, results of operations and prospects may have changed since that date.
The distribution of this prospectus supplement and the attached prospectus and the offering of the notes in
certain jurisdictions may be restricted by law. This prospectus supplement and the attached prospectus do not
constitute an offer, or an invitation on our behalf or on behalf of the underwriters or any of them, to subscribe to
or purchase any of the notes, and may not be used for or in connection with an offer or solicitation by anyone, in
any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to
make such an offer or solicitation.
FOR NEW HAMPSHIRE RESIDENTS ONLY: NEITHER THE FACT THAT A REGISTRATION
STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B
OF THE NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR
THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN
THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE
OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE
AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION
OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS
S-1

OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR
TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE
PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE
PROVISIONS OF THIS PARAGRAPH.
There are certain restrictions on the distribution of this prospectus supplement and the accompanying
prospectus, as set out in "Plan of Distribution".
In connection with the issue of the securities, HSBC Securities (USA) Inc. or any person acting for it
may over-allot or effect transactions with a view to supporting the market price of the securities at a level
higher than that which might otherwise prevail for a limited period after the issue date. However, there
may be no obligation on HSBC Securities Inc. or any agent of it to do this. Such stabilizing, if commenced,
may be discontinued at any time and must be brought to an end after a limited period.
This document is for distribution only to persons who (i) 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"), (ii) are persons falling within Article 49(2)(a) to (d)
("high net worth companies, unincorporated associations etc") of the Financial Promotion Order, (iii) are outside
the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity
(within the meaning of section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) in connection
with the issue or sale of any notes may otherwise lawfully be communicated or caused to be communicated (all
such persons together being referred to as "relevant persons"). This document is directed only at relevant persons
and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment
activity to which this document relates is available only to relevant persons and will be engaged in only with
relevant persons.
This prospectus supplement and the accompanying prospectus has been prepared on the basis that all offers
of notes will be made pursuant to an exemption under the Prospectus Directive, as implemented in member states
of the European Economic Area ("EEA"), from the requirement to produce a prospectus for offers of notes.
Accordingly any person making or intending to make any offer within the EEA of notes which are the subject of
the placement contemplated in this prospectus supplement and the accompanying prospectus should only do so in
circumstances in which no obligation arises for us or any of the underwriters to produce a prospectus for such
offer. Neither we nor any of the underwriters have authorized, nor do they authorize, the making of any offer of
notes through any financial intermediary, other than offers made by the underwriters which constitute the final
placement of notes contemplated in this prospectus supplement and the accompanying prospectus.
S-2

CERTAIN DEFINITIONS AND PRESENTATION OF FINANCIAL AND OTHER DATA
Definitions
As used in this prospectus supplement and the accompanying prospectus, the terms "HSBC," "we," "us"
and "our" refer to HSBC Holdings plc. "HSBC Group" and "Group" mean HSBC together with its subsidiary
undertakings. In addition, the term "UK GAAP" means generally accepted accounting principles in the United
Kingdom, the term "IFRSs" means International Financial Reporting Standards and the term "US GAAP" means
generally accepted accounting principles in the United States.
Presentation of Financial Information
Our financial statements for the year ended 31 December 2005 were prepared in accordance with IFRSs.
This was the first time our annual financial statements were prepared under IFRSs. Moving to IFRSs has
necessarily involved the application of a number of available exemptions which means that prior year figures in
the financial statements are not fully comparable with those presented in respect of 2005. Details of HSBC's
transition to IFRSs are set out on page 332 of our 2005 Annual Report and Accounts on Form 20-F incorporated
by reference herein. HSBC previously reported under UK GAAP. As we are listed on the New York Stock
Exchange, we also reconcile certain financial information to US GAAP, which differs in certain respects from
IFRSs as explained and reconciled on page 375 of our 2005 Annual Report and Accounts. We use the US dollar
as our reporting currency because the US dollar and currencies linked to it form the major currency bloc in which
we transact our business. See "Where You Can Obtain More Information About Us."
Currency
In this prospectus supplement and the accompanying prospectus, all references to (i) "US dollars," "US$,"
"dollars" or "$" are to the lawful currency of the United States of America, (ii) "euro" or "" are to the lawful
currency of the participating Member States in the Third Stage of the European Economic and Monetary Union
of the Treaty Establishing the European Community, as amended by the Treaty on European Union, (iii)
"sterling," "pounds sterling" or "£" are to the lawful currency of the United Kingdom and (iv) "Hong Kong
dollars" or "HK$" are to the lawful currency of the Hong Kong Special Administrative Region of the People's
Republic of China ("Hong Kong SAR").
LIMITATIONS ON ENFORCEMENT OF US LAWS AGAINST US,
OUR MANAGEMENT AND OTHERS
We are an English public limited company. Most of our directors and executive officers (and certain experts
named in this prospectus supplement and the accompanying prospectus or in documents incorporated herein by
reference) are resident outside the United States, and a substantial portion of our assets and the assets of such
persons are located outside the United States. As a result, it may not be possible for you to effect service of
process within the United States upon these persons or to enforce against them or us in US courts judgments
obtained in US courts predicated upon the civil liability provisions of the federal securities laws of the United
States. We have been advised by our English solicitors, Cleary Gottlieb Steen & Hamilton LLP, that there is
doubt as to enforceability in the English courts, in original actions or in actions for enforcement of judgments of
US courts, of liabilities predicated solely upon the federal securities laws of the United States. In addition,
awards of punitive damages in actions brought in the United States or elsewhere may not be enforceable in the
United Kingdom. The enforceability of any judgment in the United Kingdom will depend of the particular facts
of the case in effect at the time.
S-3

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus and the documents incorporated by reference
herein contain both historical and forward-looking statements. All statements other than statements of historical
fact are, or may be deemed to be, forward-looking statements. Forward-looking statements may be identified by
the use of terms such as believes, expects, estimate, may, intends, plan, will, should or anticipates or the negative
thereof or similar expressions, or by discussions of strategy. We have based the forward-looking statements on
current expectations and projections about future events. These forward-looking statements are subject to risks,
uncertainties and assumptions about us. We undertake no obligation to publicly update or revise any forward-
looking statements, whether as a result of new information, future events or otherwise. In light of these risks,
uncertainties and assumptions, the forward-looking events discussed herein might not occur. You are cautioned
not to place undue reliance on any forward-looking statements, which speak only as of their dates.
WHERE YOU CAN OBTAIN MORE INFORMATION ABOUT US
We have filed with the SEC a registration statement (the "Registration Statement") on Form F-3 (No.
333-92024) under the Securities Act of 1933, as amended (the "Securities Act") with respect to the notes offered
by this prospectus supplement. As permitted by the rules and regulations of the SEC, this prospectus supplement
and the accompanying prospectus omit certain information, exhibits and undertakings contained in the
Registration Statement. For further information with respect to us or the notes, please refer to the Registration
Statement, including its exhibits and the financial statements, notes and schedules filed as a part thereof.
Statements contained in this prospectus supplement and the accompanying prospectus as to the contents of any
contract or other document are not necessarily complete, and in each instance reference is made to the copy of
such contract or document filed as an exhibit to the Registration Statement, each such statement being qualified
in all respects by such reference. In addition, we file with the SEC annual reports and special reports, proxy
statements and other information. You may read and copy any document we file at the SEC's public reference
room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 for further
information on the public reference room. Documents filed with the SEC are also available to the public on the
SEC's internet site at http://www.sec.gov.
We are "incorporating by reference" in this prospectus supplement and the accompanying prospectus the
information in the documents that we file with the SEC, which means we can disclose important information to
you by referring you to those documents. The information incorporated by reference is considered to be a part of
this prospectus supplement and the accompanying prospectus. We incorporate by reference in this prospectus
supplement and the accompanying prospectus our Annual Report and Accounts on Form 20-F for the year ended
December 31, 2005.
In addition, all documents filed by us with the SEC pursuant to Sections 13(a), 13(c) or 15(d) of the US
Securities Exchange Act of 1934, as amended (the "Exchange Act") and, to the extent expressly stated therein,
certain Reports on Form 6-K furnished by us after the date of this prospectus supplement shall also be deemed to
be incorporated by reference in this prospectus supplement and the accompanying prospectus from the date of
filing of such documents. Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus
supplement and the accompanying prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this prospectus supplement and the accompanying prospectus and
to be a part hereof from the date of filing of such document.
S-4

You may request a copy of these documents at no cost to you by writing or telephoning us at either of the
following addresses:
Group Company Secretary
HSBC Holdings plc
8 Canada Square
London E14 5HQ
England
Tel: +44-20-7991-8888
HSBC Holdings plc
c/o HSBC Bank USA, National Association
452 Fifth Avenue
New York, New York, 10018
Attn: Investor Affairs
Tel: +1-212-525-5000
S-5

DESCRIPTION OF NOTES
This section outlines the specific financial and legal terms of the notes that are more generally described
under "Description of Subordinated Debt Securities" beginning on page 8 of the prospectus that is attached to
this prospectus supplement. If anything described in this section is inconsistent with the terms described under
"Description of Subordinated Debt Securities" in the attached prospectus, the terms described below shall
prevail.
·
Title: 6.5% Subordinated Notes Due 2036.
·
Total principal amount being issued: $900,000,000.
·
Minimum Denominations: The Notes will be issued only in registered form in minimum
denominations of $100,000 and in integral multiples of $1,000 in excess thereof.
·
Issuance date: May 3, 2006.
·
Due date for principal: May 2, 2036.
·
Interest rate: 6.5% per annum.
·
Date interest starts accruing: May 3, 2006.
·
Interest due dates: Every May 2 and November 2.
If we do not make a payment with respect to any notes on any relevant payment date, our obligations to
make such payment will be deferred until (and the payment will not be due and payable until):
·
in the case of a payment of interest, the date on which a dividend is paid on any class of our share
capital; and
·
in the case of a payment of principal, the first business day after the date that falls six months after the
original payment date.
Failure by us to make any such payment prior to such deferred date will not constitute a default by us or
allow any holder to sue us for such payment or take any other action. Each payment so deferred will accrue
interest at the rate of 6.5%. Any payment so deferred will not be treated as due for any purpose (including,
without limitation, for the purpose of ascertaining whether or not an event of default has occurred) until the
relevant deferred date.
·
First interest due date: November 2, 2006.
·
Ranking: The rights of holders of the notes will, in the event of our winding up, be subordinated in
right of payment to claims of our depositors and all our other creditors other than claims which are by
their terms, or are expressed to be, subordinated to the notes. The subordination provisions of the dated
indenture, and to which the notes are subject, are governed by English law. Holders of the notes and the
trustee, by their acceptance of the notes, will be deemed to have waived any right of set-off or
counterclaim that they might otherwise have.
·
Convertible: No.
·
Payment of additional amounts: We will pay additional amounts in respect of the notes described
under "Description of Subordinated Debt Securities--Additional Amounts" on page 14 of the attached
prospectus.
·
Form of notes: The notes will be issued in the form of one or more global securities registered in the
name of the nominee for and deposited with The Depository Trust Company.
·
Trading through DTC, Clearstream, Luxembourg and Euroclear: Initial settlement for the notes
will be made in immediately available funds. Secondary market trading between DTC participants will
occur in the ordinary way in accordance with DTC's rules and will be settled in immediately available
S-6

funds using DTC's Same-Day Funds Settlement System. Secondary market trading between
Clearstream Banking, société anonyme, in Luxembourg ("Clearstream, Luxembourg"), customers and/
or Euroclear Banks S.A./N.V. ("Euroclear") participants will occur in the ordinary way in accordance
with the applicable rules and operating procedures of Clearstream, Luxembourg and Euroclear and will
be settled using the procedures applicable to conventional eurobonds in immediately available funds.
·
Listing: Application has been made to list the notes on the New York Stock Exchange in accordance
with its rules.
·
Redemption: The notes are not redeemable, except as described under "Description of Subordinated
Debt Securities--Redemption" on pages 15 and 16 of the attached prospectus. The provisions for
optional tax redemption described therein will apply to changes in tax treatment occurring after the
issuance date. At maturity, the notes will be repaid at par.
·
Sinking fund: There is no sinking fund.
·
Trustee: We will issue the notes under an indenture with The Bank of New York, as trustee, entered
into on December 10, 2002, which is referred to on page 8 of the attached prospectus.
·
Paying Agent: The paying agent on the notes will be HSBC Bank USA.
·
Net proceeds: The net proceeds will be approximately $890,500,000.
·
Governing law and jurisdiction: Except as described above in "--Ranking", the indenture and the
notes are governed by New York law. Any legal proceedings arising out of or based upon the indenture
or the notes may be instituted in any state or federal court in the Borough of Manhattan in New York
City, New York.
S-7

HSBC HOLDINGS PLC
HSBC Holdings plc ("HSBC") incorporated in England and Wales is one of the largest banking and
financial services organizations in the world, with a market capitalization of US$182 billion at December 31,
2005. As at December 31, 2005, we had total assets of US$1,502 billion and total shareholders' equity of US$92
billion. For year ended December 31, 2005, our operating profit was US$20 billion on total operating income of
US$62 billion. We are a strongly capitalized banking group with a total capital ratio of 12.8% and a tier 1 capital
ratio of 9.0% as at December 31, 2005.
Headquartered in London, we operate through long-established businesses and have an international
network of over 9,800 properties in 76 countries and territories in five geographical regions: Europe; Hong Kong
SAR; Rest of Asia-Pacific, including the Middle East and Africa; North America; and South America. Within
these regions, a comprehensive range of financial services is offered to personal, commercial, corporate,
institutional, investment and private banking clients. Services are delivered primarily by domestic banks,
typically with large retail deposit bases and consumer finance operations. We manage our business through the
following customer groups: Personal Financial Services; Commercial Banking; Corporate, Investment Banking
and Markets; and Private Banking. Personal Financial Services incorporates our consumer finance businesses,
reflecting their increasing integration within mainstream financial services around the world. The largest of these
is HSBC Finance Corporation, one of the leading consumer finance companies in the US.
The establishment of HSBC and our hexagon symbol as a uniform, consumer brand name has ensured that it
has become an increasingly familiar sight across the world.
Our largest and best-known subsidiaries and their primary areas of operation are:
·
The Hongkong and Shanghai Banking
Hong Kong SAR, with an extensive network
Corporation Limited
throughout Asia-Pacific
·
Hang Seng Bank Limited
Hong Kong SAR
·
HSBC Bank plc
United Kingdom
·
HSBC France
France
·
HSBC Bank USA, National Association
New York State in the United States
·
HSBC Finance Corporation
United States
·
HSBC Bank Brasil S.A.-Banco Múltiplo
Brazil
·
HSBC Private Banking Holdings (Suisse) S.A.
Switzerland, Hong Kong SAR, Monaco,
Luxembourg, United Kingdom, Singapore and the
Channel Islands
·
HSBC México, S.A. Institución de Banca
Mexico
Múltiple Grupo Financiero HSBC
·
The Bank of Bermuda Limited
Bermuda, Luxembourg, Ireland, Jersey, Guernsey,
Isle of Man
S-8