Bond HSBC Global plc 4.25% ( US404280AU33 ) in USD

HSBC Global plc

99.523 % ▼

United Kingdom

US404280AU33 ( in USD )

4.25% per year ( payment 2 times a year)

18/08/2025 - Bond has expired

Prospectus brochure of the bond HSBC Holdings plc US404280AU33 in USD 4.25%, expired

200 000 USD

1 500 000 000 USD

404280AU3

BBB ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

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 US404280AU33, pays a coupon of 4.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 18/08/2025

The Bond issued by HSBC Global plc ( United Kingdom ) , in USD, with the ISIN code US404280AU33, was rated Baa1 ( Lower 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 US404280AU33, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents
CALCULATION OF REGISTRATION FEE

Maximum
Title of each Class of
Aggregate
Amount of
Securities Offered

Offering Price

Registration Fee(1)
4.250% Subordinated Notes due 2025
$1,487,700,000
$172,870.74

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-202420

PROSPECTUS SUPPLEMENT
(To prospectus dated March 2, 2015)

HSBC HOLDINGS PLC
$1,500,000,000 4.250% Subordinated Notes due 2025
We are offering $1,500,000,000 principal amount of 4.250% Subordinated Notes due 2025 (the "Notes"). The Notes will be issued pursuant to the indenture dated
March 12, 2014 (as amended or supplemented from time to time), as supplemented and amended by a second supplemental indenture, expected to be entered into on
August 18, 2015 (together, the "Indenture"). We will pay interest in arrear on the Notes on February 18 and August 18 of each year, beginning on February 18, 2016, at a
rate of 4.250% per annum. The Notes will mature on August 18, 2025.
By its acquisition of the Notes, each noteholder (including each beneficial owner) will acknowledge, agree to be bound by and consent to the exercise of any
UK bail-in power (as defined below) by the relevant UK resolution authority (as defined below) that may result in (i) the reduction or cancellation of all, or a
portion, of the principal amount of, or interest on, the Notes and/or (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Notes
into our or another person's shares or other securities or other obligations, including by means of an amendment or modification to the terms of the Indenture
or of the Notes to give effect to the exercise by the relevant UK resolution authority of such UK bail-in power. Each noteholder (including each beneficial owner)
also will acknowledge and agree that (i) no repayment of the principal amount of the Notes or payment of interest on the Notes will become due and payable
after the exercise of any UK bail-in power by the relevant UK resolution authority unless, at the time that such repayment or payment, respectively, is scheduled
to become due, such repayment or payment would be permitted to be made by us under the laws and regulations of the United Kingdom and the European
Union applicable to HSBC; and (ii) the rights of such noteholder (or beneficial owner) are subject to, and will be varied, if necessary, so as to give effect to, the
exercise of any UK bail-in power by the relevant UK resolution authority. Moreover, each noteholder (including each beneficial owner) will consent to the
exercise of any UK bail-in power as it may be imposed without any prior notice by the relevant UK resolution authority of its decision to exercise such power
with respect to the Notes.
For these purposes, a "UK bail-in power" is any statutory write-down and/or conversion power existing from time to time under any laws, regulations,
rules or requirements relating to the resolution of credit institutions, banks, banking companies, investment firms and their parent undertakings incorporated in
the United Kingdom in effect and applicable in the United Kingdom to us or other members of the HSBC Group, including but not limited to the UK Banking
Act 2009, as amended, and any laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of the BRRD, or any
other EU directive or regulation establishing a framework for the recovery and resolution of credit institutions, banks, banking companies, investment firms and
their parent undertakings, pursuant to which obligations of a credit institution, bank, banking company, investment firm, its parent undertaking or any of its
affiliates can be cancelled, written down and/or converted into shares or other securities or obligations of the obligor or any other person (and a reference to the
"relevant UK resolution authority" is to any authority with the ability to exercise a UK bail-in power (including, without limitation, Her Majesty's Treasury, the
Bank of England, the Prudential Regulation Authority or the Financial Conduct Authority)). The "BRRD" means Directive 2014/59/EU of the European
Parliament and of the Council of May 15, 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms and
amending Council Directive 82/891/EEC, and Directives 2001/24/EC, 2002/47/EC, 2004/25/EC, 2005/56/EC, 2007/36/EC, 2011/35/EU, 2012/30/EU and 2013/36/EU,
and Regulations (EU) No 1093/2010 and (EU) No 648/2012, of the European Parliament and of the Council.
By purchasing the Notes, each noteholder (including each beneficial owner), to the extent permitted by the Trust Indenture Act of 1939, as amended, will
waive any and all claims, in law and/or in equity, against The Bank of New York Mellon, London Branch, as trustee, for, agree not to initiate a suit against the
trustee in respect of, and agree that the trustee will not be liable for, any action that the trustee takes, or abstains from taking, in either case in accordance with
the exercise of the UK bail-in power by the relevant UK resolution authority with respect to the Notes.
We may 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 and regulatory events as described in this prospectus supplement under "Description of the Notes--Redemption--Special Event
Redemption." Any redemption of the Notes is subject to the restrictions described in this prospectus supplement under "Description of the Notes--Redemption--
Redemption Conditions."
Application will be made to list the Notes on the New York Stock Exchange. Trading on the New York Stock Exchange is expected to begin within 30 days of the
initial delivery of the Notes.
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Investing in the Notes involves certain risks. See "Risk Factors" beginning on Page S-11.

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)

99.180%
$1,487,700,000
Underwriting Discount

0.450%
$
6,750,000
Proceeds to us (before expenses)

98.730%
$1,480,950,000

(1) Plus accrued interest, if any, from August 18, 2015.
We may use this prospectus supplement and the accompanying prospectus in the initial sale of the Notes. In addition, HSBC Securities (USA) Inc. or another of our
affiliates may use this prospectus supplement and the accompanying prospectus in a market-making transaction in any of these Notes after their initial sale. In connection
with any use of this prospectus supplement and the accompanying prospectus by HSBC Securities (USA) Inc. or another of our affiliates, unless we or our agent informs
the purchaser otherwise in the confirmation of sale, you may assume this prospectus supplement and the accompanying prospectus are being used in a market-making
transaction.
The underwriters expect to deliver the Notes to purchasers in book-entry form only through the facilities of The Depository Trust Company for the accounts of its
participants, including Clearstream Banking, société anonyme and Euroclear Bank S.A./N.V. on or about August 18, 2015.

Sole Book-Running Manager
HSBC
The date of this prospectus supplement is August 10, 2015.
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

Page
Certain Definitions and Presentation of Financial and Other Data

S-4
Limitations on Enforcement of US Laws against Us, our Management and Others

S-4
Cautionary Statement Regarding Forward-Looking Statements

S-5
Where You Can Find More Information About Us

S-5
Summary of the Offering

S-7
Risk Factors

S-11
HSBC Holdings plc

S-17
Use of Proceeds

S-18
Consolidated Capitalization and Indebtedness of HSBC Holdings plc

S-19
Description of the Notes

S-22
Taxation

S-32
Certain ERISA Considerations

S-35
Underwriting (Conflicts of Interest)

S-37
Legal Opinions

S-42
Independent Registered Public Accounting Firm

S-42
Prospectus

Page
About This Prospectus

1
Presentation of Financial Information

2
Limitation on Enforcement of US Laws against Us, our Management and Others

2
Forward-Looking Statements

2
Where You Can Find More Information About Us

3
HSBC

4
Risk Factors

5
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Use of Proceeds

9
Consolidated Capitalisation and Indebtedness of HSBC Holdings plc

10
Description of Debt Securities

13
Description of Contingent Convertible Securities

28
Description of Dollar Preference Shares

38
Description of Preference Share ADSs

44
Description of Ordinary Shares

51
Taxation

57
Underwriting (Conflicts of Interest)

67
Legal Opinions

70
Independent Registered Public Accounting Firm

70

S-1
Table of Contents
We are responsible for the information contained and incorporated by reference in this prospectus supplement, the accompanying
prospectus and in any related free-writing prospectus we prepare or authorize. We have not authorized anyone to give you any other
information, and we take no responsibility for any other information that others may give you. 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 not assume that the
information appearing in this prospectus supplement, the accompanying prospectus and in any related free-writing prospectus we prepare
or authorize, as well as information we have previously filed with the Securities and Exchange Commission (the "SEC") and incorporated
by reference, is accurate on other than their respective dates. Our business, financial condition, results of operations and prospects may
have changed since those dates.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the Notes in certain jurisdictions may be
restricted by law. This prospectus supplement and the accompanying 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.
In connection with the issue of the Notes, 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 Notes 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 (USA) 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.
The Notes may not be a suitable investment for all investors and you must determine the suitability (either alone or with the help of a
financial adviser) of an investment in the Notes in light of your own circumstances. In particular, each potential investor should:

· have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes

and the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus;

· have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an

investment in the Notes and the impact such investment will have on its overall investment portfolio;

· have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including where the currency for

principal or interest payments (US dollars) is different from the currency in which such potential investor's financial activities are
principally denominated;

· understand thoroughly the terms of the Notes, such as the provisions regarding the UK bail-in power, and be familiar with the behavior

of any relevant indices and financial markets and the potential impact on the Notes of the exercise of the UK bail-in power;

· understand that the price, if any, at which securities dealers may be willing to purchase or sell the Notes in the secondary market may

be influenced by factors that are beyond our control, and such potential investor may not be able to obtain a price equal to the price it
paid for its Notes in the secondary market; and

· be able to evaluate possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear

the applicable risks.
You should not invest in the Notes unless you have the knowledge and expertise (either alone or with a financial adviser) to evaluate how the
Notes will perform under changing conditions, the resulting effects on the value of the Notes due to the likelihood of an exercise of the UK bail-in
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power and the impact this investment

S-2
Table of Contents
will have on your overall investment portfolio. Prior to making an investment decision, you should consider carefully, in light of your own
financial circumstances and investment objectives, all the information contained in this prospectus supplement and the accompanying prospectus
and incorporated by reference herein and therein.
This document is for distribution only to persons who (i) have professional experience in matters relating to investments and who fall 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) in connection with the issue or sale of any securities 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.

S-3
Table of Contents
CERTAIN DEFINITIONS AND PRESENTATION OF FINANCIAL AND OTHER DATA
Definitions
As used in this prospectus supplement and the accompanying prospectus, the terms "HSBC Holdings," "we," "us" and "our" refer to HSBC
Holdings plc. "HSBC Group" and "HSBC" mean HSBC Holdings together with its subsidiary undertakings.
Presentation of Financial Information
The consolidated financial statements of HSBC Group have been prepared in accordance with International Financial Reporting Standards
("IFRSs"), as issued by the International Accounting Standards Board ("IASB") and as endorsed by the European Union ("EU"). EU-endorsed
IFRSs may differ from IFRSs as issued by the IASB, if, at any point in time, new or amended IFRSs have not been endorsed by the EU. At
December 31, 2014, there were no unendorsed standards effective for the year ended December 31, 2014 affecting our consolidated financial
statements, and there was no difference between IFRSs endorsed by the EU and IFRSs issued by the IASB in terms of their application to HSBC.
Accordingly, HSBC's financial statements for the year ended December 31, 2014 were prepared in accordance with IFRSs as issued by the IASB.
As at June 30, 2015, there were no unendorsed standards effective for the six-month period ended June 30, 2015 affecting our interim consolidated
financial statements, and there was no difference between IFRSs endorsed by the EU and IFRSs as issued by the IASB in terms of their application
to HSBC.
We use the US dollar as our presentation currency in our consolidated financial statements because the US dollar and currencies linked to it
form the major currency bloc in which we transact and fund our business.
With the exception of the capital ratios presented under "HSBC Holdings plc," the financial information presented in this document has been
prepared in accordance with IFRSs as issued by the IASB and as endorsed by the EU. See "Where You Can Find More Information About Us."
Currency
In this prospectus supplement, 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 Member States of the EU that have adopted or adopt the single currency in accordance
with the Treaty establishing the European Community, as amended, (iii) "sterling" "pounds sterling" or "£" are to the lawful currency of the United
Kingdom, (iv) "BRL" are to the lawful currency of the Federative Republic of Brazil and (v) "CAD" are to the lawful currency of Canada.

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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 on the particular facts of the case in effect at the time.

S-4
Table of Contents
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," "potential," "reasonably possible" 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.
Additional information, including information on factors which may affect HSBC's business, is contained in HSBC Holdings' Annual Report on
Form 20-F for the year ended December 31, 2014 filed with the SEC on February 26, 2015 (the "2014 Form 20-F") and its Interim Report for the
six-month period ended June 30, 2015 furnished under cover of Form 6-K to the SEC on August 5, 2015 (the "2015 Interim Report").

WHERE YOU CAN FIND MORE INFORMATION ABOUT US
We have filed with the SEC a registration statement (the "Registration Statement") on Form F-3 (No. 333-202420) 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 100 F Street, N.E., Room 1580, Washington, DC 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 the 2014 Form 20-F, the 2015 Interim Report and the Form 6-K furnished to the
SEC on August 3, 2015 relating to the sale of HSBC Bank Brasil S.A.-Banco Múltiplo.

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Table of Contents
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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 will 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 will 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 will 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.
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: Company Secretary
Tel: +1-212-525-5000

S-6
Table of Contents
SUMMARY OF THE OFFERING
The following summary highlights information contained elsewhere in this prospectus supplement and the accompanying prospectus.
This summary is not complete and does not contain all of the information that may be important to you. You should read the entire prospectus
supplement and the accompanying prospectus, including the financial statements and related notes incorporated by reference herein, before
making an investment decision. Terms which are defined in "Description of the Notes" included in this prospectus supplement beginning on
page S-22 have the same meaning when used in this summary.

Issuer
HSBC Holdings plc.

Securities Offered
4.250% Subordinated Notes due 2025 in an aggregate principal amount of
$1,500,000,000 (the "Notes").

Issue Date
August 18, 2015.

Interest
Interest on the Notes will be payable semi-annually at a rate of 4.250% per annum.

Interest Payment Dates
Interest on the Notes will be payable in arrear on February 18 and August 18 of each
year, beginning on February 18, 2016.

Maturity Date
The Notes will mature on August 18, 2025.

Optional Redemption
The Notes will not be redeemable at the option of the noteholders at any time.

Special Event Redemption
The Notes may be redeemed in whole (but not in part) at our option upon the
occurrence of a Tax Event or a Capital Disqualification Event. See "Description of the
Notes-- Redemption--Special Event Redemption." In each case, the redemption price
will be equal to 100% of the principal amount plus any accrued and unpaid interest to
(but excluding) the date of redemption. Any redemption of the Notes is subject to the
restrictions described under "Description of the Notes--Redemption--Redemption
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Conditions."

Agreement with Respect to the Exercise of UK
By its acquisition of the Notes, each noteholder (including each beneficial owner) will
Bail-in Power
acknowledge, agree to be bound by and consent to the exercise of any UK bail-in power
(as defined below) by the relevant UK resolution authority (as defined below) that may
result in (i) the reduction or cancellation of all, or a portion, of the principal amount of,
or interest on, the Notes and/or (ii) the conversion of all, or a portion, of the principal
amount of, or interest on, the Notes into our or another person's shares or other
securities or other obligations, including by means of an amendment or modification to
the terms of the Indenture or of the Notes to give effect to the exercise by the relevant
UK resolution authority of such UK bail-in power. Each noteholder (including each
beneficial owner) also will acknowledge and agree that (i) no repayment of the principal
amount of the Notes or payment of interest on the Notes will become

S-7
Table of Contents
due and payable after the exercise of any UK bail-in power by the relevant UK
resolution authority unless, at the time that such repayment or payment, respectively, is
scheduled to become due, such repayment or payment would be permitted to be made
by us under the laws and regulations of the United Kingdom and the EU applicable to
HSBC; and (ii) the rights of such noteholder (or beneficial owner) are subject to, and

will be varied, if necessary, so as to give effect to, the exercise of any UK bail-in power
by the relevant UK resolution authority. Moreover, each noteholder (including each
beneficial owner) will consent to the exercise of any UK bail-in power as it may be
imposed without any prior notice by the relevant UK resolution authority of its decision
to exercise such power with respect to the Notes.

For these purposes, a "UK bail-in power" is any statutory write-down and/or conversion
power existing from time to time under any laws, regulations, rules or requirements
relating to the resolution of credit institutions, banks, banking companies, investment
firms and their parent undertakings incorporated in the United Kingdom in effect and
applicable in the United Kingdom to us or other members of the HSBC Group,
including but not limited to the Banking Act, and any laws, regulations, rules or
requirements which are implemented, adopted or enacted within the context of the
BRRD, or any other EU directive or regulation establishing a framework for the
recovery and resolution of credit institutions, banks, banking companies, investment
firms and their parent undertakings, pursuant to which obligations of a credit institution,
bank, banking company, investment firm, its parent undertaking or any of its affiliates
can be cancelled, written down and/or converted into shares or other securities or
obligations of the obligor or any other person (and a reference to the "relevant UK
resolution authority" is to any authority with the ability to exercise a UK bail-in power
(including, without limitation, Her Majesty's Treasury, the Bank of England, the
Prudential Regulation Authority or the Financial Conduct Authority)).

Repayment of Principal and Payment of Interest
No repayment of the principal amount of the Notes or payment of interest on the Notes
after Exercise of UK Bail-in Power
will become due and payable after the exercise of any UK bail-in power by the relevant
UK resolution authority unless, at the time that such repayment or payment,
respectively, is scheduled to become due, such repayment or payment would be
permitted to be made by us under the laws and regulations of the United Kingdom and
the EU applicable to HSBC.

Payment of Additional Amounts
We will pay additional amounts in respect of the Notes, in the circumstances described
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under "Description of the Notes--Additional Amounts."

S-8
Table of Contents
Subordination
The rights of the noteholders 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 or pari passu with the
Notes as further described under "Description of the Notes--Subordination."

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 ("DTC").

Trading through DTC, Clearstream, Luxembourg Initial settlement for the Notes will be made in immediately available funds. Secondary
and Euroclear
market trading between DTC participants will occur in the ordinary way in accordance
with DTC's rules and will be settled in immediately available 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 Bank 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 will be made to list the Notes on the New York Stock Exchange in
accordance with its rules.

Sinking Fund
There will be no sinking fund for the Notes.

Trustee
We will issue the Notes under the indenture dated March 12, 2014 (as amended or
supplemented from time to time), as supplemented and amended by a second
supplemental indenture, expected to be entered into on August 18, 2015, in each case
with The Bank of New York Mellon, London Branch, as trustee (together, the
"Indenture").

Paying Agent
HSBC Bank USA, National Association, or its successor appointed by us pursuant to the
Indenture.

Use of Proceeds
We will use the net proceeds from the sale of the Notes for general corporate purposes
and to further strengthen our capital base pursuant to requirements under CRD IV (as
defined under "Description of the Notes--Redemption--Definitions ").

Conflicts of Interest
HSBC Securities (USA) Inc. is an affiliate of HSBC Holdings, and, as such, the offering
is being conducted in compliance with the FINRA Rule 5121, as administered by the
Financial Industry Regulatory Authority ("FINRA").

Minimum Denominations
The Notes will be issued only in registered form in minimum denominations of
$200,000 and in integral multiples of $1,000 in excess thereof.

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Business Day
Any weekday, other than one on which banking institutions are authorized or obligated
by law or executive order to close in London, England, or in New York City, New York.

Governing Law and Jurisdiction
The Indenture and the Notes will be governed by, and construed in accordance with, the
laws of the State of New York, except that (i) the subordination provisions of the
Indenture and of the Notes (see "Description of the Notes--Subordination ") and (ii) the
consent to the exercise of any UK bail-in power (see "Description of the Notes--
Agreement with Respect to the Exercise of UK Bail-in Power") (but, for the avoidance
of doubt, no other provisions of the Notes or the Indenture, including the rights, duties,
immunities and indemnities of the trustee thereunder) will be governed by, and
construed in accordance with, the laws of England and Wales. 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.

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RISK FACTORS
An investment in the Notes involves significant risk. Accordingly, you should consider carefully all of the information set forth in, or
incorporated by reference into, this prospectus supplement and the accompanying prospectus before you decide to invest in the Notes. Terms
which are defined in "Description of the Notes" included in this prospectus supplement beginning on page S-22 have the same meaning when used
in this section.
Risks Relating to HSBC's Business
For information on risks relating to HSBC's business, you should read the risks described in the 2014 Form 20-F, including the section
entitled "Risk Factors" on pages 111a through 111k, which is incorporated by reference in this prospectus supplement, the 2015 Interim Report,
including the section entitled "Risk--Areas of Special Interest " on page 59 and Note 19 (Legal proceedings and regulatory matters) to the
consolidated financial statements included therein on pages 130 through 139, which is incorporated by reference in this prospectus supplement, the
section entitled "Risk Factors" on page 5 of the accompanying prospectus and/or similar disclosure in subsequent filings incorporated by reference
in this prospectus supplement.
Risks Relating to the Notes
Under the terms of the Notes, you will agree to be bound by the exercise of any UK bail-in power by the relevant UK resolution authority.
You will agree to be bound by the exercise of any UK bail-in power and you should consider the risk that you may lose all of your
investment, including the principal amount plus any accrued interest, if the UK bail-in power is acted upon or that any remaining outstanding Notes
or securities into which the Notes are converted, including our ordinary shares, may be of little value at the time of conversion and thereafter (as
described under "--Risks Relating to the Notes--The Notes are the subject of the UK bail-in power, which may result in your Notes being written
down to zero or converted into other securities, including unlisted equity securities").
Specifically, by your acquisition of the Notes, you (including each beneficial owner) will acknowledge, agree to be bound by and consent to
the exercise of any UK bail-in power by the relevant UK resolution authority that may result in (i) the reduction or cancellation of all, or a portion,
of the principal amount of, or interest on, the Notes and/or (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the
Notes into our or another person's shares or other securities or other obligations, including by means of an amendment or modification to the terms
of the Indenture or of the Notes to give effect to the exercise by the relevant UK resolution authority of such UK bail-in power.
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You (including each beneficial owner) also will acknowledge and agree that (i) no repayment of the principal amount of the Notes or payment
of interest on the Notes will become due and payable after the exercise of any UK bail-in power by the relevant UK resolution authority unless, at
the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by
us under the laws and regulations of the United Kingdom and the EU applicable to HSBC; and (ii) your rights are subject to, and will be varied, if
necessary, so as to give effect to, the exercise of any UK bail-in power by the relevant UK resolution authority. Moreover, you (including each
beneficial owner) will consent to the exercise of the UK bail-in power as it may be imposed without any prior notice by the relevant UK resolution
authority of its decision to exercise such power with respect to the Notes. For more information, see "Description of the Notes--Agreement with
Respect to the Exercise of UK Bail-in Power."
The Notes are the subject of the UK bail-in power, which may result in your Notes being written down to zero or converted into other securities,
including unlisted equity securities.
As the parent company of a UK bank, we are subject to the "Special Resolution Regime" under the UK Banking Act 2009, as amended (the
"Banking Act"), that gives wide powers in respect of UK banks and their

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parent and other group companies to Her Majesty's Treasury ("HM Treasury"), the Bank of England (the "BoE"), the Prudential Regulation
Authority (the "PRA") and the Financial Conduct Authority (the "FCA") in circumstances where a UK bank has encountered or is likely to
encounter financial difficulties.
As a result, the Notes are subject to existing UK bail-in powers under the Banking Act (such as the capital instruments write-down and
conversion power and the bail-in tool, each described below), and may be subject to future UK bail-in powers under existing or future legislative
and regulatory proposals, including measures implementing the BRRD.
On January 1, 2015, the Banking Act and other primary and secondary legislative instruments were amended to give effect to the BRRD in
the UK. The stated aim of the BRRD is to provide supervisory authorities, including the relevant UK resolution authority, with common tools and
powers to address banking crises pre-emptively in order to safeguard financial stability and minimize taxpayers' contributions to bank bail-outs
and/or exposure to losses. In particular, the Banking Act was amended to implement the power to write-down and convert capital instruments (the
"capital instruments write-down and conversion power") and a "bail-in" tool, both of which may be exercised by the BoE (as a relevant UK
resolution authority) and form part of the UK bail-in power.
The capital instruments write-down and conversion power may be exercised independently of, or in combination with, the exercise of a
resolution tool (other than the bail-in tool, which would be used instead of the capital instruments write-down and conversion power), and it allows
resolution authorities to cancel all or a portion of the principal amount of capital instruments and/or convert such capital instruments into common
equity Tier 1 instruments when an institution is no longer viable. The point of non-viability for such purposes is the point at which the BoE or
PRA determines that the institution meets the conditions for resolution or will no longer be viable unless the relevant capital instruments are written
down or extraordinary public support is provided and without such support the appropriate authority determines that the institution would no longer
be viable. The BoE will exercise the capital instruments write-down and conversion power in accordance with the priority of claims under normal
insolvency proceedings such that common equity Tier 1 items will be written down before additional Tier 1 and Tier 2 instruments, successively,
are written down or converted into common equity Tier 1 instruments. The capital instruments write-down and conversion power does not include
a safeguard designed to leave no creditor worse off than in the case of insolvency.
Similarly, where the conditions for resolution exist, the BoE may use the bail-in tool (individually or in combination with other resolution
tools under the Banking Act) to cancel all or a portion of the principal amount of, or interest on, certain unsecured liabilities of a failing financial
institution and/or convert certain debt claims into another security, including ordinary shares of the surviving entity. In addition, the BoE may use
the bail-in tool to, among other things, replace or substitute the issuer as obligor in respect of debt instruments, modify the terms of debt
instruments (including altering the maturity (if any) and/or the amount of interest payable and/or imposing a temporary suspension on payments)
and discontinue the listing and admission to trading of financial instruments. The BoE must apply the bail-in tool in accordance with a specified
preference order. In particular, the Banking Act requires resolution authorities to write-down or convert debts in the following order: (i) additional
Tier 1 instruments, (ii) Tier 2 instruments, (iii) other subordinated claims that do not qualify as additional Tier 1 or Tier 2 instruments and
(iv) eligible senior claims. As a result, Tier 2 instruments (including the Notes) will be written down or converted before subordinated debt that
does not qualify as an additional Tier 1 or Tier 2 instrument (and any such subordinated debt would only be written down or converted if the
reduction of additional Tier 1 and Tier 2 instruments does not sufficiently reduce the aggregate amount of liabilities that must be written down or
converted). Unlike the capital instruments write-down and conversion power, the bail-in tool has a safeguard designed to leave no creditor worse
off than in the case of insolvency.
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