Bond HSBC Global plc 2.357% ( US404280CK33 ) in USD

HSBC Global plc

100 % ▲

United Kingdom

US404280CK33 ( in USD )

2.357% per year ( payment 2 times a year)

17/08/2031

Prospectus brochure of the bond HSBC Holdings plc US404280CK33 en USD 2.357%, maturity 17/08/2031

200 000 USD

1 500 000 000 USD

404280CK3

A- ( Upper medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

18/08/2025 ( In 16 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.

This financial article details an investment-grade bond, identified by ISIN US404280CK33 and CUSIP 404280CK3, which was issued by HSBC Holdings plc, a prominent global banking and financial services organization headquartered in the United Kingdom, with this USD-denominated obligation currently trading at 100% of its par value and offering a fixed annual interest rate of 2.357% through semi-annual payments, as the total issuance size is $1,500,000,000 with a minimum purchase of $200,000, all maturing on August 17, 2031, and carrying robust investment-grade credit ratings of A- from Standard & Poor's and A2 from Moody's.

PROSPECTUS SUPPLEMENT
(To prospectus dated February 23, 2018)
HSBC Holdings plc
$2,000,000,000 1.645% Fixed Rate/Floating Rate Senior Unsecured Notes due 2026
$1,500,000,000 2.357% Fixed Rate/Floating Rate Senior Unsecured Notes due 2031
We are offering $2,000,000,000 principal amount of 1.645% Fixed Rate/Floating Rate Senior Unsecured Notes due 2026 (the "2026 Notes") and $1,500,000,000
principal amount of 2.357% Fixed Rate/Floating Rate Senior Unsecured Notes due 2031 (the "2031 Notes"). The Notes (as defined below) 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 seventeenth supplemental indenture, which is
expected to be entered into on August 18, 2020 (the indenture, together with the seventeenth supplemental indenture, the "Indenture"). The Notes means either the 2026
Notes or the 2031 Notes, as applicable.
From (and including) August 18, 2020 (the "Issue Date") to (but excluding) April 18, 2025 we will pay interest semi-annually in arrear on the 2026 Notes on
April 18 and October 18 of each year, beginning on October 18, 2020, at a rate of 1.645% per annum. There will therefore be a short first coupon. Thereafter, we will pay
interest quarterly in arrear on the 2026 Notes on July 18, 2025, October 18, 2025, January 18, 2026 and April 18, 2026 at a floating rate equal to a benchmark rate based
on SOFR, calculated in arrear as defined herein and compounding daily over each Floating Rate Interest Period, plus 1.538% per annum. The 2026 Notes will mature on
April 18, 2026.
From (and including) the Issue Date to (but excluding) August 18, 2030 we will pay interest semi-annually in arrear on the 2031 Notes on August 18 and
February 18 of each year, beginning on February 18, 2021, at a rate of 2.357% per annum. Thereafter, we will pay interest quarterly in arrear on the 2031 Notes on
November 18, 2030, February 18, 2031, May 18, 2031 and August 18, 2031 at a floating rate equal to a benchmark rate based on SOFR, calculated in arrear as defined
herein and compounding daily over each Floating Rate Interest Period, plus 1.947% per annum. The 2031 Notes will mature on August 18, 2031.
We may redeem the 2026 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 April 18, 2025, or upon the occurrence of certain tax events as described in this prospectus supplement and the accompanying
prospectus.
We may redeem the 2031 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 August 18, 2030, 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 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.
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. Unless otherwise defined, terms that are defined in "Description of the
Notes" beginning on page S-38 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 2026 Note
Total
Per 2031 Note
Total
Public Offering Price(1) . . . . . . . . . . . . . . . . .
100%
$2,000,000,000
100%
$1,500,000,000
Underwriting Discount . . . . . . . . . . . . . . . . .
0.300%
$
6,000,000
0.400%
$
6,000,000
Proceeds to us (before expenses) . . . . . . . . .
99.700%
$1,994,000,000
99.600%
$1,494,000,000
(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 August 18, 2020.
Sole Book-Running Manager
HSBC
The date of this prospectus supplement is August 11, 2020.

TABLE OF CONTENTS
Prospectus Supplement
Prospectus
Page
Page
Certain Definitions and Presentation of
About This Prospectus
2
Financial and Other Data
S-3
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 Forward-
Cautionary Statement Regarding Forward-
Looking Statements
S-4
Looking Statements
3
Where You Can Find More Information
Where You Can Find More Information About
About Us
S-4
Us
3
Summary of the Offering
S-6
HSBC
5
Risk Factors
S-18
Risk Factors
6
HSBC Holdings Plc
S-35
Use of Proceeds
11
Use of Proceeds
S-36
Consolidated Capitalization and Indebtedness
Consolidated Capitalization and Indebtedness
of HSBC Holdings plc
12
of HSBC Holdings Plc
S-37
Description of Debt Securities
13
Description of the Notes
S-38
Description of Contingent Convertible
Form, Settlement and Clearance
S-55
Securities
29
Taxation
S-56
Description of Dollar Preference Shares
40
Certain ERISA Considerations
S-57
Description of Preference Share ADSs
46
Underwriting (Conflicts of Interest)
S-59
Description of Ordinary Shares
54
Legal Opinions
S-66
Taxation
60
Experts
S-67
Underwriting (Conflicts of Interest)
71
Legal Opinions
74
Experts
74
S-1

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 investment or investment activity to which this document relates is
available only to relevant persons and will be engaged in only with relevant persons.
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).
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 Holdings,"
"we," "us" and "our" refer to HSBC Holdings plc. "HSBC Group" and "HSBC" mean HSBC Holdings together
with its subsidiary undertakings.
As used in this prospectus supplement: (i) the "Notes" means either the 2026 Notes or the 2031 Notes, as
applicable; (ii) a "Fixed Rate Period" means either a 2026 Notes Fixed Rate Period or a 2031 Notes Fixed Rate
Period, as applicable; (iii) a "Fixed Rate Interest Payment Date" means either a 2026 Notes Fixed Rate Interest
Payment Date or a 2031 Notes Fixed Rate Interest Payment Date, as applicable; (iv) a "Floating Rate Period"
means either a 2026 Notes Floating Rate Period or a 2031 Notes Floating Rate Period, as applicable; (v) a
"Floating Rate Interest Period" means either a 2026 Notes Floating Rate Interest Period or a 2031 Notes Floating
Rate Interest Period, as applicable; (vi) a "Floating Rate Period Interest Payment Date" means either a 2026
Notes Floating Rate Period Interest Payment Date or a 2031 Notes Floating Rate Period Interest Payment Date,
as applicable; (vii) the "Initial Interest Rate" means either the 2026 Notes Initial Interest Rate or the 2031 Notes
Initial Interest Rate, as applicable; (viii) the "Margin" means either the 2026 Notes Margin or the 2031 Notes
Margin, as applicable; (ix) the "Optional Redemption Date" means either the 2026 Notes Optional Redemption
Date or the 2031 Notes Optional Redemption Date, as applicable; and (viii) the "Maturity Date" means either the
2026 Notes Maturity Date or the 2031 Notes Maturity Date, as applicable.
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, 2019,
there were no unendorsed standards effective for the year ended December 31, 2019 affecting our consolidated
financial statements included in our Annual Report on Form 20-F for the year ended December 31, 2019, filed with
the SEC on February 19, 2020 (the "2019 Form 20-F"), and as of June 30, 2020, there were no unendorsed
standards effective for the period ended June 30, 2020 affecting our interim condensed consolidated financial
statements included in our Interim Report for the six-month period ended June 30, 2020, furnished under cover of
Form 6-K to the SEC on August 3, 2020 (the "2020 Interim Report"). As of December 31, 2019 and June 30, 2020,
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, 2019 and the
six-month period ended June 30, 2020 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 ratio 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.
S-3

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.
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; consequences of the UK's withdrawal
from the EU; the impact of the Covid-19 outbreak on the global markets generally and the HSBC Group in
particular; and geopolitical tensions in the countries in which we operate. 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 2019 Form 20-F and the 2020 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 2019 Form 20-F, the Form 6-K furnished to the SEC on
April 28, 2020 (furnishing the earnings release for the three-month period ended March 31, 2019) (the "2020 Q1
Earnings Release") and the 2020 Interim Report.
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
S-4

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 certain 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
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 2019 Form 20-F, the Form 6-K furnished to the
SEC on March 10, 2020 (announcing changes to our board of directors and committee composition), the
Form 6-K furnished to the SEC on March 17, 2020 (announcing the appointment of Noel Quinn as Group Chief
Executive Officer), the Form 6-K furnished to the SEC on April 23, 2020 (announcing changes to our board of
directors and committee composition), the 2020 Q1 Earnings Release and the 2020 Interim Report.
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-5

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-38 have the same meaning when used in this summary.
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . HSBC Holdings plc.
Securities Offered . . . . . . . . . . . . . . . . . 1.645% Fixed Rate/Floating Rate Senior Unsecured Notes due 2026
in an aggregate principal amount of $2,000,000,000 (such series of
notes, the "2026 Notes").
2.357% Fixed Rate/Floating Rate Senior Unsecured Notes due 2031
in an aggregate principal amount of $1,500,000,000 (such series of
notes, the "2031 Notes").
Issue Date . . . . . . . . . . . . . . . . . . . . . . . . August 18, 2020 (the "Issue Date").
Terms Specific to the 2026 Notes:
Maturity Date . . . . . . . . . . . . . . . . . . . . The 2026 Notes will mature on April 18, 2026 (the "2026 Notes Maturity
Date").
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . From (and including) the Issue Date to (but excluding) April 18, 2025
(the "2026 Notes Fixed Rate Period"), interest on the 2026 Notes will
be payable at a rate of 1.645% per annum (the "2026 Notes Initial
Interest Rate").
From (and including) April 18, 2025 to (but excluding) the 2026
Notes Maturity Date (the "2026 Notes Floating Rate Period"), the
interest rate on the 2026 Notes will be equal to the Benchmark (as
defined below) plus 1.538% per annum (the "2026 Notes Margin").
The interest rate on the 2026 Notes will be calculated quarterly on
each applicable Interest Determination Date.
Interest Payment Dates . . . . . . . . . . . . . During the 2026 Notes Fixed Rate Period, interest on the 2026 Notes
will be payable semi-annually in arrear on April 18 and October 18 of
each year, beginning on October 18, 2020 (each, a "2026 Notes Fixed
Rate Period Interest Payment Date"). There will therefore be a short
first coupon in respect of the period from (and including) the Issue
Date to (but excluding) October 18, 2020.
During the 2026 Notes Floating Rate Period, interest on the 2026
Notes will be payable quarterly in arrear on July 18, 2025,
October 18, 2025, January 18, 2026 and April 18, 2026 (each, a
"2026 Notes Floating Rate Period Interest Payment Date" and
together with the 2026 Notes Fixed Rate Period Interest Payment
Dates, the "2026 Notes Interest Payment Dates").
Floating Rate Interest Periods . . . . . . . During the 2026 Notes Floating Rate Period, the period beginning on
(and including) a 2026 Notes Floating Rate Period Interest Payment Date
S-6

and ending on (but excluding) the next succeeding 2026 Notes Floating
Rate Period Interest Payment Date (each, a "2026 Notes Floating Rate
Interest Period"); provided that the first 2026 Notes Floating Rate Interest
Period will begin on (and include) April 18, 2025 and will end on (but
exclude) the first 2026 Notes Floating Rate Period Interest Payment Date.
Optional Redemption . . . . . . . . . . . . . . We may redeem the 2026 Notes in whole (but not in part) in our sole
discretion on April 18, 2025 (the "2026 Notes Optional Redemption
Date"), at a redemption price equal to 100% of their principal amount
plus any accrued and unpaid interest to (but excluding) the 2026 Notes
Optional Redemption Date. See "Risk Factors--Risks Relating to the
Notes-- We may redeem the Notes on the relevant Optional Redemption
Date and for certain tax reasons."
Terms Specific to the 2031 Notes:
Maturity Date . . . . . . . . . . . . . . . . . . . . The 2031 Notes will mature on August 18, 2031 (the "2031 Notes
Maturity Date").
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . From (and including) the Issue Date to (but excluding) August 18,
2030 (the "2031 Notes Fixed Rate Period"), interest on the 2031
Notes will be payable at a rate of 2.357% per annum (the "2031 Notes
Initial Interest Rate").
From (and including) August 18, 2030 to (but excluding) the 2031
Notes Maturity Date (the "2031 Notes Floating Rate Period"), the
interest rate on the 2031 Notes will be equal to the Benchmark (as
defined below) plus 1.947% per annum (the "2031 Notes Margin").
The interest rate on the 2031 Notes will be calculated quarterly on
each applicable Interest Determination Date.
Interest Payment Dates . . . . . . . . . . . . . During the 2031 Notes Fixed Rate Period, interest on the 2031 Notes
will be payable semi-annually in arrear on August 18 and February 18
of each year, beginning on February 18, 2021 (each, a "2031 Notes
Fixed Rate Period Interest Payment Date").
During the 2031 Notes Floating Rate Period, interest on the 2031
Notes will be payable quarterly in arrear on November 18, 2030,
February 18, 2031, May 18, 2031 and August 18, 2031 (each, a "2031
Notes Floating Rate Period Interest Payment Date" and together with
the 2031 Notes Fixed Rate Period Interest Payment Dates, the "2031
Notes Interest Payment Dates").
Floating Rate Interest Periods . . . . . . . During the 2031 Notes Floating Rate Period, the period beginning on
(and including) a 2031 Notes Floating Rate Period Interest Payment
Date and ending on (but excluding) the next succeeding 2031 Notes
Floating Rate Period Interest Payment Date (each, a "2031 Notes
Floating Rate Interest Period"); provided that the first 2031 Notes
Floating Rate Interest Period will begin on (and include) August 18,
2030 and will end on (but exclude) the first 2031 Notes Floating Rate
Period Interest Payment Date.
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Optional Redemption . . . . . . . . . . . . . . We may redeem the 2031 Notes in whole (but not in part) in our sole
discretion on August 18, 2030 (the "2031 Notes Optional Redemption
Date"), at a redemption price equal to 100% of their principal amount
plus any accrued and unpaid interest to (but excluding) the 2031 Notes
Optional Redemption Date. See "Risk Factors--Risks Relating to the
Notes-- We may redeem the Notes on the relevant Optional Redemption
Date and for certain tax reasons."
Terms Applicable to each Series of Notes:
Interest Determination Dates . . . . . . . . The second business day preceding the applicable Interest Payment
Date (each, an "Interest Determination Date").
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 relevant 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 the Benchmark . . . . . . . The "Benchmark" means, initially, Compounded Daily SOFR;
provided that if a Benchmark Transition Event and related
Benchmark Replacement Date have occurred with respect to SOFR or
the then-current Benchmark, then "Benchmark" means the applicable
Benchmark Replacement.
"Compounded Daily SOFR" means, in relation to a Floating Rate
Interest Period, the rate of return of a daily compound interest
investment (with SOFR as reference rate for the calculation of interest)
during the related Observation Period and will be calculated by the
calculation agent on the related Interest Determination Date as follows:
Where:
"d" means, in relation to any Observation Period, the number of
calendar days in such Observation Period;
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"d0" means, in relation to any Observation Period, the number of
USGS Business Days in such Observation Period;
"i" means, in relation to any Observation Period, a series of whole
numbers from one to d0, each representing the relevant USGS
Business Day in chronological order from (and including) the first
USGS Business Day in such Observation Period;
"ni" means, in relation to any USGS Business Day "i" in the relevant
Observation Period, the number of calendar days from (and
including) such USGS Business Day "i" up to (but excluding) the
following USGS Business Day;
"Observation Period" means, in respect of each Floating Rate Interest
Period, the period from (and including) the last USGS Business Day
falling prior to the Interest Determination Date for the immediately
preceding Interest Payment Date to (but excluding) the last USGS
Business Day falling prior to the Interest Determination Date for such
Floating Rate Interest Period; provided that the first Observation
Period shall commence on (and include) the last USGS Business Day
falling prior to the day which is two business days prior to the
Optional Redemption Date;
"SOFR" means, in relation to any day, the rate determined by the
calculation agent in accordance with the following provisions:
(1) the daily Secured Overnight Financing Rate for trades made on
such day available at or around the Reference Time on the NY
Federal Reserve's Website;
(2) if the rate specified in (1) above is not available at or around the
Reference Time for such day (and a Benchmark Transition Event and
its related Benchmark Replacement Date have not occurred), the daily
Secured Overnight Financing Rate in respect of the last USGS
Business Day for which such rate was published on the NY Federal
Reserve's Website;
"SOFRi" means, in relation to any USGS Business Day "i" in the
relevant Observation Period, SOFR in respect of such USGS Business
Day; and
"USGS Business Day" means any day except for a Saturday, Sunday
or a day on which the Securities Industry and Financial Markets
Association or any successor thereto ("SIFMA") recommends that the
fixed income departments of its members be closed for the entire day
for purposes of trading in U.S. government securities.
Notwithstanding clauses (1) and (2) of the definition of "SOFR" 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 SOFR, 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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