Bond HSBC Global plc 2.63% ( US404280CE72 ) in USD

HSBC Global plc

99.6577 % ▲

United Kingdom

US404280CE72 ( in USD )

2.63% per year ( payment 2 times a year)

06/11/2025

Prospectus brochure of the bond HSBC Holdings plc US404280CE72 en USD 2.63%, maturity 06/11/2025

404280CE7

A- ( Upper medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

07/11/2025 ( In 180 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 US404280CE72, pays a coupon of 2.63% per year.
The coupons are paid 2 times per year and the Bond maturity is 06/11/2025

The Bond issued by HSBC Global plc ( United Kingdom ) , in USD, with the ISIN code US404280CE72, 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 US404280CE72, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

PROSPECTUS SUPPLEMENT
(To prospectus dated February 23, 2018)
HSBC Holdings plc
$2,000,000,000 2.633% Fixed Rate/Floating Rate Senior Unsecured Notes due 2025
We are offering $2,000,000,000 principal amount of 2.633% Fixed Rate/Floating Rate Senior Unsecured Notes due 2025 (the "Notes"). The Notes will be issued
pursuant to the indenture dated as of August 26, 2009 (as amended or supplemented from time to time), as amended and supplemented by a fourteenth supplemental
indenture, which is expected to be entered into on November 7, 2019 (the indenture, together with the fourteenth supplemental indenture, the "Indenture").
From (and including) November 7, 2019 (the "Issue Date") to (but excluding) November 7, 2024 we will pay interest semi-annually in arrear on the Notes on
May 7 and November 7 of each year, beginning on May 7, 2020, at a rate of 2.633% per annum. Thereafter, we will pay interest quarterly in arrear on the Notes on
February 7, 2025, May 7, 2025, August 7, 2025 and November 7, 2025 at a floating rate equal to LIBOR, as determined on the applicable Interest Determination Date,
plus 1.14% per annum. The Notes will mature on November 7, 2025.
There is a substantial risk that a Benchmark Transition Event and related Benchmark Replacement Date will occur with respect to LIBOR after 2021. If a
Benchmark Transition Event and related Benchmark Replacement Date occur, then interest on the Notes during the Floating Rate Period thereafter will be determined
not by reference to LIBOR but instead by reference to the Benchmark Transition Provisions. See "Description of the Notes--Interest--Benchmark Transition
Provisions" and "Risk Factors--Risks Relating to the Benchmark" in this pricing supplement for more information.
We may redeem the Notes in whole (but not in part) in our sole discretion, at 100% of their principal amount plus any accrued and unpaid interest to (but
excluding) the date of redemption on November 7, 2024, or upon the occurrence of certain tax events as described in this prospectus supplement and the accompanying
prospectus.
By its acquisition of the Notes, each noteholder (which, for these purposes, includes each beneficial owner) will acknowledge, accept, consent and agree,
notwithstanding any other term of the Notes, the Indenture or any other agreements, arrangements or understandings between us and any noteholder, to be
bound by (a) the effect of the exercise of any UK bail-in power (as defined herein) by the relevant UK resolution authority (as defined herein); and (b) the
variation of the terms of the Notes or the Indenture, if necessary, to give effect to the exercise of any UK bail-in power by the relevant UK resolution
authority. No repayment or payment of Amounts Due will become due and payable or be paid after the exercise of any UK bail-in power by the relevant UK
resolution authority if and to the extent such amounts have been reduced, converted, cancelled, amended or altered as a result of such exercise. For these
purposes, "Amounts Due" are the principal amount of, and any accrued but unpaid interest, including any Additional Amounts, on, the Notes. References to
such amounts will include amounts that have become due and payable, but which have not been paid, prior to the exercise of any UK bail-in power by the
relevant UK resolution authority. See "Description of the Notes--Agreement with Respect to the Exercise of UK Bail-in Power." Moreover, each noteholder
(which, for these purposes, includes 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.
By its acquisition of the Notes, each noteholder (which, for these purposes, includes each beneficial owner) will acknowledge, accept, consent and agree to
be bound by our or our designee's determination of a Benchmark Transition Event, a Benchmark Replacement Date, the Benchmark Replacement, the
Benchmark Replacement Adjustment, and any Benchmark Replacement Conforming Changes, including as may occur without any prior notice from us and
without the need for us to obtain any further consent from such noteholder.
The remedies under the Notes are more limited than those that may be available to some of our other unsubordinated creditors. There is no right of acceleration in
the case of non-payment of principal and/or interest on the Notes or of our failure to perform any of our obligations under or in respect of the Notes. Payment of the
principal amount of the Notes may be accelerated only upon certain events of a winding-up, as described under "Description of the Notes--Events of Default and
Defaults."
By its acquisition of the Notes, each noteholder (which, for these purposes, includes 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 (i) the UK bail-in power by the relevant UK resolution authority with respect to the Notes or
(ii) the limited remedies available under the Indenture and the Notes for a non-payment of principal and/or interest on the Notes.
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.
The Notes are not deposit liabilities of HSBC Holdings plc and are not covered by the United Kingdom Financial Services Compensation Scheme or
insured by the U.S. Federal Deposit Insurance Corporation or any other governmental agency of the United Kingdom, the United States or any other
jurisdiction.
Investing in the Notes involves certain risks. See "Risk Factors" beginning on Page S-18.
Singapore Securities and Futures Act Product Classification--Solely for the purposes of its obligations pursuant to Sections 309B(1)(a) and 309B(1)(c) of
the Securities and Futures Act (Chapter 289 of Singapore) (the "SFA"), we have determined, and hereby notify all relevant persons (as defined in
Section 309A of the SFA) that the Notes are "prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets Products)
Regulations 2018 of Singapore) 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).
Unless otherwise defined, terms that are defined in "Description of the Notes" beginning on page S-34 have the same meaning when used on this cover page.
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)
100%
$2,000,000,000
Underwriting Discount
0.300%
$
6,000,000
Proceeds to us (before expenses)
99.700%
$1,994,000,000
(1) Plus accrued interest, if any, from the Issue Date.
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 the 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 S.A. and Euroclear Bank SA/NV on or about November 7, 2019.
Sole Book-Running Manager
HSBC
The date of this prospectus supplement is October 31, 2019.

TABLE OF CONTENTS
Prospectus Supplement
Prospectus
Page
Page
Certain Definitions and Presentation of
About This Prospectus
2
Financial and Other Data
S-4
Presentation of Financial Information
2
Limitations on Enforcement of U.S. Laws
Limitation on Enforcement of U.S. Laws
against Us, our Management and Others
S-4
against Us, our Management and Others
3
Cautionary Statement Regarding
Cautionary Statement Regarding
Forward-Looking Statements
S-5
Forward-Looking Statements
3
Where You Can Find More Information
Where You Can Find More Information About
About Us
S-5
Us
3
Summary of the Offering
S-7
HSBC
5
Risk Factors
S-18
Risk Factors
6
HSBC Holdings plc
S-31
Use of Proceeds
11
Use of Proceeds
S-32
Consolidated Capitalization and Indebtedness
Consolidated Capitalization and Indebtedness
of HSBC Holdings plc
12
of HSBC Holdings plc
S-33
Description of Debt Securities
13
Description of the Notes
S-34
Description of Contingent Convertible
Form, Settlement and Clearance
S-50
Securities
29
Taxation
S-51
Description of Dollar Preference Shares
40
Certain ERISA Considerations
S-52
Description of Preference Share ADSs
46
Underwriting (Conflicts of Interest)
S-54
Description of Ordinary Shares
54
Legal Opinions
S-60
Taxation
60
Experts
S-61
Underwriting (Conflicts of Interest)
71
Legal Opinions
74
Experts
74
S-1

Singapore Securities and Futures Act Product Classification
Solely for the purposes of its obligations pursuant to Sections 309B(1)(a) and 309B(1)(c) of the Securities
and Futures Act (Chapter 289 of Singapore) (the "SFA"), we have determined, and hereby notify all relevant
persons (as defined in Section 309A of the SFA) that the Notes are "prescribed capital markets products" (as
defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) 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).
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 as of any date 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,
to the extent permitted by laws or regulations, 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. Any stabilization may begin on or after the date on which adequate public disclosure of the
terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later
than the earlier of 30 days after we receive the proceeds of the issue and 60 days after the date of the
allotment of any Notes. Such stabilizing, if commenced, may be effected on any stock exchange,
over-the-counter market or otherwise, in accordance with all applicable laws and rules.
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 power and the impact this investment
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 ("UK"), 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
S-2

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 has been prepared on the basis that any offer of the Notes in any Member State
of the European Economic Area (the "EEA") will be made pursuant to an exemption under Regulation (EU)
2017/1129 (as amended, the "Prospectus Regulation") from the requirement to produce a prospectus for offers of
the Notes. Accordingly, any person making or intending to make an offer in that Member State of the Notes
which are the subject of the offering contemplated in this prospectus supplement may only do so in
circumstances in which no obligation arises for us or any of the underwriters to publish a prospectus pursuant to
Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus
Regulation, in each case, in relation to such offer. Neither we nor any of the underwriters have authorized, nor do
we or any of the underwriters authorize, the making of any offer of the Notes in circumstances in which an
obligation arises for us or the underwriters to publish a prospectus for such offer. Neither we nor the underwriters
have authorized, nor do we authorize, the making of any offer of the Notes through any financial intermediary,
other than offers made by the underwriters, which constitute the final placement of the Notes contemplated in
this prospectus supplement.
S-3

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 (the
"IASB") and as endorsed by the European Union ("EU"). EU-endorsed IFRSs could differ from IFRSs as issued
by the IASB, if, at any point in time, new or amended IFRSs were to be endorsed by the EU. As of December 31,
2018, there were no unendorsed standards effective for the year ended December 31, 2018 affecting our
consolidated financial statements included in our Annual Report on Form 20-F for the year ended December 31,
2018, filed with the SEC on February 20, 2019 (the "2018 Form 20-F"), and as of June 30, 2019, there were no
unendorsed standards effective for the period ended June 30, 2019 affecting our interim condensed consolidated
financial statements included in our Interim Report for the six-month period ended June 30, 2019, furnished
under cover of Form 6-K to the SEC on August 5, 2019 (the "2019 Interim Report"). As of December 31, 2018
and June 30, 2019, 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,
2018 and the six-month period ended June 30, 2019 were prepared in accordance with IFRSs as issued by the
IASB.
We use the U.S. dollar as our presentation currency in our consolidated financial statements because the
U.S. 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) "U.S. dollars," "US$," "dollars" or "$" are to the lawful
currency of the United States of America and (ii) "sterling," "pounds sterling" or "£" are to the lawful currency
of the UK.
LIMITATIONS ON ENFORCEMENT OF U.S. 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 U.S. courts judgments
obtained in U.S. 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
U.S. 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
UK. The enforceability of any judgment in the UK will depend on the particular facts of the case in effect at the
time.
S-4

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. These forward-looking statements include statements relating to: implementation and
exercise of the UK bail-in powers; our plan to issue additional senior debt securities; listing of the Notes;
occurrence of a Benchmark Transition Event and related consequences; and consequences of the UK's
withdrawal from the EU. 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, as described under "Cautionary statement regarding forward-looking statements" contained in the 2018
Form 20-F and the 2019 Interim Report. 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 the 2018
Form 20-F, the Form 6-K furnished to the SEC on May 3, 2019 (furnishing the earnings release for the three-
month period ended March 31, 2019) (the "2019 Q1 Earnings Release"), the 2019 Interim Report and the Form
6-K furnished to the SEC on October 28, 2019 (furnishing the earnings release for the nine-month period ended
September 30, 2019) (the "2019 Q3 Earnings Release").
WHERE YOU CAN FIND MORE INFORMATION ABOUT US
We have filed with the SEC a registration statement on Form F-3 (No. 333-223191) (the "Registration
Statement") 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 annual reports and special reports, proxy
statements and other information with the SEC. Our SEC filings are available to you on the SEC's website at
http://www.sec.gov. This site contains reports, proxy and information statements and other information regarding
issuers that file electronically with the SEC. We also make available on our website, free of charge, our annual
reports on Form 20-F and the text of our reports on Form 6-K, including any amendments to these reports, as
well as certain other SEC filings, as soon as reasonably practicable after they are electronically filed with or
furnished to the SEC. Our website address is http://www.hsbc.com. The information on these websites is not part
of this prospectus supplement, except as specifically incorporated by reference herein.
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. Each document incorporated by reference is
current only as of the date of such document, and the incorporation by reference of such documents will not
create any implication that there has been no change in our affairs since the date thereof or that the information
contained therein is current as of any time subsequent to its date. The information incorporated by reference is
considered to be a part of this prospectus supplement and should be read with the same care. When we update the
information contained in documents that have been incorporated by reference by making future filings with the
S-5

SEC, the information incorporated by reference in this prospectus supplement is considered to be automatically
updated and superseded. In the case of a conflict or inconsistency between information contained in this
prospectus supplement and information incorporated by reference into this prospectus supplement, you should
rely on the information contained in the document that was filed later. We incorporate by reference in this
prospectus supplement and the accompanying prospectus the 2018 Form 20-F, the Form 6-K furnished to the
SEC on February 25, 2019 (announcing changes to our board of directors), the 2019 Q1 Earnings Release, the
2019 Interim Report and the 2019 Q3 Earnings Release.
In addition, all documents filed by us with the SEC pursuant to Sections 13(a), 13(c) or 15(d) of the
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 United Kingdom
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

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-34 have the same meaning when used in this summary.
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . HSBC Holdings plc.
Securities Offered . . . . . . . . . . . . . . . . . 2.633% Fixed Rate/Floating Rate Senior Unsecured Notes due 2025
in an aggregate principal amount of $2,000,000,000 (such series of
notes, the "Notes").
Issue Date . . . . . . . . . . . . . . . . . . . . . . . . November 7, 2019 (the "Issue Date").
Maturity Date . . . . . . . . . . . . . . . . . . . . The Notes will mature on November 7, 2025 (the "Maturity Date").
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . From (and including) the Issue Date to (but excluding) November 7,
2024 (the "Fixed Rate Period"), interest on the Notes will be payable
at a rate of 2.633% per annum (the "Initial Interest Rate").
From (and including) November 7, 2024 (the "Floating Rate Period"),
the interest rate on the Notes will be equal to LIBOR, as determined
on the applicable Interest Determination Date, plus 1.14% per annum
(the "Margin"). The interest rate on the Notes will be reset quarterly
on each Interest Reset Date.
Interest Payment Dates . . . . . . . . . . . . . During the Fixed Rate Period, interest on the Notes will be payable
semi-annually in arrear on May 7 and November 7 of each year,
beginning on May 7, 2020 (each, a "Fixed Rate Period Interest
Payment Date").
During the Floating Rate Period, interest on the Notes will be payable
quarterly in arrear on February 7, 2025, May 7, 2025, August 7, 2025,
and November 7, 2025 (each, a "Floating Rate Period Interest
Payment Date").
Interest Reset Dates . . . . . . . . . . . . . . . . November 7, 2024, February 7, 2025, May 7, 2025 and August 7,
2025 (each, an "Interest Reset Date").
Floating Rate Interest Periods . . . . . . . During the Floating Rate Period, the period beginning on (and
including) a Floating Rate Period Interest Payment Date and ending
on (but excluding) the next succeeding Floating Rate Period Interest
Payment Date (each, a "Floating Rate Interest Period"); provided that
the first Floating Rate Interest Period will begin on November 7, 2024
and will end on (but exclude) the first Floating Rate Period Interest
Payment Date.
Interest Determination Dates . . . . . . . The second London Banking Day preceding the applicable Interest
Reset Date (each, an "Interest Determination Date").
S-7

"London Banking Day" means any day on which dealings in U.S.
dollars are transacted in the London interbank market.
Optional Redemption . . . . . . . . . . . . . . We may redeem the Notes in whole (but not in part) in our sole
discretion on November 7, 2024 (the "Optional Redemption Date"),
at a redemption price equal to 100% of their principal amount plus
any accrued and unpaid interest to (but excluding) the Optional
Redemption Date. See "Risk Factors--Risks Relating to the Notes--
We may redeem the Notes on the Optional Redemption Date and for
certain tax reasons."
Tax Event Redemption
. . . . . . . . . . . . We may redeem the Notes in whole (but not in part) in our sole
discretion upon the occurrence of certain tax events. See "Risk
Factors--Risks Relating to the Notes--We may redeem the Notes on
the Optional Redemption Date and for certain tax reasons." The
redemption price will be equal to 100% of their principal amount plus
any accrued and unpaid interest to (but excluding) the date of
redemption. See "Description of Debt Securities--Redemption" in the
accompanying prospectus.
Redemption by Noteholders . . . . . . . . . The Notes are not redeemable at the option of the noteholders at any
time.
Redemption Conditions . . . . . . . . . . . . Any redemption of the Notes is subject to the regulatory consent
described under "Description of the Notes--Redemption."
Any redemption of the Notes will be subject to our giving prior notice
to the noteholders as described under "Description of Debt
Securities--Redemption" in the accompanying prospectus.
Calculation of LIBOR . . . . . . . . . . . . . . "LIBOR" means the interest rate benchmark known as the London
interbank offered rate, which is calculated and published by a
designated distributor (on the Issue Date, Thomson Reuters) in
accordance with the requirements from time to time of ICE
Benchmark Administration Limited (or any other person which takes
over the administration of such rate) based on the estimated interbank
borrowing rate for U.S. dollars that is provided by a panel of
contributor banks.
LIBOR will be determined by the calculation agent in accordance
with the following provisions:
(1) With respect to any Interest Determination Date, LIBOR will be
the rate (expressed as a percentage per annum) for deposits in U.S.
dollars having a maturity of three months commencing on the related
Interest Reset Date that appears on Reuters Page "LIBOR01" (or such
other page as may replace such page on Reuters or such other
information service or source, in each case, as may be nominated by
the person providing or sponsoring the information appearing on such
page for purposes of displaying comparable rates) (the "Relevant
Screen Page") as of the Reference Time on that Interest
Determination Date. If no such rate appears, then LIBOR, in respect
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of that Interest Determination Date, will be determined in accordance
with the provisions described in (2) below.
(2) With respect to an Interest Determination Date on which no rate
appears on the Relevant Screen Page, subject to the Benchmark
Transition Provisions, the calculation agent will request the principal
London offices of each of four major reference banks in the London
interbank market (which may include affiliates of the underwriters),
as selected and identified by us (the "London Reference Banks"), to
provide its offered quotation (expressed as a percentage per annum)
for deposits in U.S. dollars for the period of three months,
commencing on the related Interest Reset Date, to prime banks in the
London interbank market at the Reference Time on that Interest
Determination Date, and in a principal amount that is representative
for a single transaction in U.S. dollars in that market at that time. If at
least two quotations are provided, then LIBOR on that Interest
Determination Date will be the arithmetic mean of those quotations. If
fewer than two quotations are provided, then LIBOR on the Interest
Determination Date will be the arithmetic mean of the rates quoted at
approximately 11:00 a.m., New York City time, on the Interest
Determination Date by three major banks in the City of New York
(which may include affiliates of the underwriters), as selected and
identified by us (together with the London Reference Banks, the
"Reference Banks"), for loans in U.S. dollars to leading European
banks, for a period of three months, commencing on the related
Interest Reset Date, and in a principal amount that is representative
for a single transaction in U.S. dollars in that market at that time. If at
least two such rates are so provided, LIBOR on the Interest
Determination Date will be the arithmetic mean of such rates. If fewer
than two such rates are so provided, LIBOR on the Interest
Determination Date will be LIBOR in effect with respect to the
immediately preceding Interest Determination Date or, in the case of
the Interest Determination Date prior to the first Interest Reset Date,
the interest rate will be the Initial Interest Rate.
"Reference Time" with respect to any determination of the
Benchmark means (1) if the Benchmark is LIBOR, 11:00 a.m.
(London time) on the relevant Interest Determination Date, and (2) if
the Benchmark is not LIBOR, the time determined by us (in
consultation, to the extent practicable, with the calculation agent) or
our designee (in consultation with us) in accordance with the
Benchmark Replacement Conforming Changes.
"designee" means an affiliate or any other agent of HSBC.
Notwithstanding clauses (1) and (2) above, if we (in consultation, to
the extent practicable, with the calculation agent) or our designee (in
consultation with us) determine on or prior to the relevant Interest
Determination Date that a Benchmark Transition Event and related
Benchmark Replacement Date have occurred with respect to LIBOR,
then the "Benchmark Transition Provisions" set forth below will
thereafter apply to all determinations of the rate of interest payable on
the Notes during the Floating Rate Period.
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