Obligation HSBC Global plc 5.25% ( US404280AQ21 ) en USD

Société émettrice HSBC Global plc
Prix sur le marché refresh price now   96.8746 %  ▲ 
Pays  Royaume-Uni
Code ISIN  US404280AQ21 ( en USD )
Coupon 5.25% par an ( paiement semestriel )
Echéance 13/03/2044



Prospectus brochure de l'obligation HSBC Holdings plc US404280AQ21 en USD 5.25%, échéance 13/03/2044


Montant Minimal 200 000 USD
Montant de l'émission 1 500 000 000 USD
Cusip 404280AQ2
Notation Standard & Poor's ( S&P ) BBB ( Qualité moyenne inférieure )
Notation Moody's Baa1 ( Qualité moyenne inférieure )
Prochain Coupon 14/09/2025 ( Dans 128 jours )
Description détaillée HSBC Holdings plc est une banque multinationale britannique dont le siège social est à Londres, opérant dans plus de 60 pays et territoires, offrant une large gamme de services financiers aux particuliers, aux entreprises et aux institutions.

L'Obligation émise par HSBC Global plc ( Royaume-Uni ) , en USD, avec le code ISIN US404280AQ21, paye un coupon de 5.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 13/03/2044

L'Obligation émise par HSBC Global plc ( Royaume-Uni ) , en USD, avec le code ISIN US404280AQ21, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par HSBC Global plc ( Royaume-Uni ) , en USD, avec le code ISIN US404280AQ21, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).







PROSPECTUS SUPPLEMENT
(To prospectus dated March 22, 2012)
HSBC HOLDINGS PLC
$2,000,000,000 4.250% Subordinated Notes due 2024
$1,500,000,000 5.250% Subordinated Notes due 2044
We are offering $2,000,000,000 principal amount of 4.250% Subordinated Notes due 2024 (such series of debt securities, the "2024 Notes") and
$1,500,000,000 principal amount of 5.250% Subordinated Notes due 2044 (such series of debt securities, the "2044 Notes"). The Notes (as defined
below) will be issued pursuant to an indenture, as supplemented and amended by a first supplemental indenture, in each case expected to be entered
into on March 12, 2014 (together, the "Indenture"). We will pay interest in arrears on the Notes on March 14 and September 14 of each year,
beginning on September 14, 2014, at a rate of 4.250% per annum for the 2024 Notes and at a rate of 5.250% per annum for the 2044 Notes. The 2024
Notes will mature on March 14, 2024. The 2044 Notes will mature on March 14, 2044. The "Notes" means either the 2024 Notes or the 2044 Notes.
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, and the rights of the noteholders will be subject to the provisions of any UK bail-
in power which are expressed to implement such a reduction, cancellation or conversion.
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, 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 (as defined
herein), including but not limited to the UK Banking Act 2009, as the same may be amended from time to time (whether pursuant to the UK
Financial Services (Banking Reform) Act 2013 or otherwise), and any laws, regulations, rules or requirements which are implemented,
adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council
establishing a framework for the recovery and resolution of credit institutions, investment firms and their parent undertakings, pursuant to
which obligations of a credit institution, 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).
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 against The Bank of New York Mellon, 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 UK 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.
Investing in the Notes involves certain risks. See "Risk Factors" beginning on Page S-9.
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 2024 Note
Total
Per 2044 Note
Total
Public Offering Price(1) . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.340%
$1,986,800,000
98.912%
$1,483,680,000
Underwriting Discount . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.450%
$
9,000,000
0.875%
$
13,125,000
Proceeds to us (before expenses) . . . . . . . . . . . . . . . . . . .
98.890%
$1,977,800,000
98.037%
$1,470,555,000
(1) Plus accrued interest, if any, from March 12, 2014.
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 March 12, 2014.
Sole Book-Running Manager
HSBC
The date of this prospectus supplement is March 5, 2014.


TABLE OF CONTENTS
Prospectus Supplement
Prospectus
Page
Page
Certain Definitions and Presentation of
About This Prospectus . . . . . . . . . . . . . . . . . . .
1
Financial and Other Data . . . . . . . . . . . . . . .
S-3
Presentation of Financial Information . . . . . . .
2
Limitations on Enforcement of US Laws
Limitation on Enforcement of US Laws
against Us, our Management and Others . . .
S-3
against Us, our Management and Others . . .
2
Cautionary Statement Regarding
Where You Can Find More Information
Forward-Looking Statements . . . . . . . . . . .
S-4
About Us . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
Where You Can Find More Information
HSBC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
About Us . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-4
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
Summary of the Offering . . . . . . . . . . . . . . . . .
S-6
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . .
6
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-9
Consolidated Capitalisation and Indebtedness
HSBC Holdings plc . . . . . . . . . . . . . . . . . . . . .
S-16
of HSBC Holdings plc . . . . . . . . . . . . . . . . .
7
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . .
S-17
Description of Debt Securities . . . . . . . . . . . . .
11
Consolidated Capitalization and Indebtedness
Description of Dollar Preference Shares . . . . .
24
of HSBC Holdings plc . . . . . . . . . . . . . . . . .
S-18
Description of Preference Share ADSs . . . . . .
30
Description of the Notes . . . . . . . . . . . . . . . . .
S-21
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-30
Plan of Distribution . . . . . . . . . . . . . . . . . . . . .
47
Certain ERISA Considerations . . . . . . . . . . . .
S-34
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . .
50
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . .
S-36
Independent Registered Public Accounting
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . .
S-41
Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50
Independent Registered Public Accounting
Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-41
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 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.
This document is for distribution only to persons who (i) have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to
(d) ("high net worth companies, unincorporated associations etc") of the Financial Promotion Order, (iii) are
outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment
activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) 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.
This prospectus supplement has been prepared on the basis that any offer of Notes in any Member State of
the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member
State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant
Member State from the requirement to produce a prospectus for offers of Notes. Accordingly any person making
or intending to make an offer in that Relevant Member State of Notes which are the subject of an offering
contemplated in this prospectus supplement as completed by final terms in relation to the offer of those Notes
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 Directive or supplement a prospectus pursuant to Article 16 of
the Prospectus Directive, 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 Notes in circumstances in
which an obligation arises for us or the underwriters to publish a prospectus for such offer. The expression
"Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending
Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing
measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive
2010/73/EU.
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, the "Notes" means either the 2024 Notes (as defined below) or the
2044 Notes (as defined below).
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 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. At December 31, 2013,
there were no unendorsed standards effective for the year ended December 31, 2013 affecting these consolidated
and separate 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, 2013 were prepared in accordance with IFRSs as issued by the IASB. 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 information presented
in this document has been prepared in accordance with IFRSs. 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.
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-3


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus and the documents incorporated by reference
herein contain both historical and forward-looking statements. All statements other than statements of historical
fact are, or may be deemed to be, forward-looking statements. Forward-looking statements may be identified by
the use of terms such as "believes," "expects," "estimate," "may," "intends," "plan," "will," "should,"
"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, 2013 filed with the SEC on February 28, 2014.
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. 333-180288) 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 our Annual Report on Form 20-F for the year ended December 31,
2013 filed with the SEC on February 28, 2014.
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.
S-4


You may request a copy of these documents at no cost to you by writing or telephoning us at either of the
following addresses:
Group Company Secretary
HSBC Holdings plc
8 Canada Square London E14 5HQ England
Tel: +44-20-7991-8888
HSBC Holdings plc
c/o HSBC Bank USA, National Association
452 Fifth Avenue
New York, New York, 10018
Attn: 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-21 have the same meaning when used in this summary.
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . HSBC Holdings plc
Securities offered . . . . . . . . . . . . . . . . . 4.250% Subordinated Notes due 2024 in an aggregate principal
amount of $2,000,000,000 (such series of debt securities, the "2024
Notes").
5.250% Subordinated Notes due 2044 in an aggregate principal
amount of $1,500,000,000 (such series of debt securities, the "2044
Notes").
Issue date . . . . . . . . . . . . . . . . . . . . . . . . March 12, 2014.
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . Interest on the 2024 Notes will be payable semi-annually at a rate of
4.250% per annum.
Interest on the 2044 Notes will be payable semi-annually at a rate of
5.250% per annum.
Interest payment dates . . . . . . . . . . . . . Interest on the Notes will be payable in arrears on March 14 and
September 14 of each year, beginning on September 14, 2014.
Maturity date . . . . . . . . . . . . . . . . . . . . The 2024 Notes will mature on March 14, 2024.
The 2044 Notes will mature on March 14, 2044.
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 Conditions."
Agreement with respect to the exercise
of UK bail-in power . . . . . . . . . . . . . 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
S-6


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, and the rights of the noteholders will be subject to
the provisions of any UK bail-in power which are expressed to
implement such a reduction, cancellation or conversion.
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, 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 the same
may be amended from time to time (whether pursuant to the UK
Financial Services (Banking Reform) Act 2013 or otherwise), and any
laws, regulations, rules or requirements which are implemented,
adopted or enacted within the context of an EU directive or regulation
of the European Parliament and of the Council establishing a
framework for the recovery and resolution of credit institutions,
investment firms and their parent undertakings, pursuant to which
obligations of a credit institution, 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).
Repayment of principal and payment
of interest after exercise of UK bail-
in power . . . . . . . . . . . . . . . . . . . . . . . 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.
Payment of additional amounts
. . . . . We will pay additional amounts in respect of the Notes described
under "Description of the Notes--Additional Amounts."
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").
S-7


Trading through DTC, Clearstream,
Luxembourg and Euroclear . . . . . . Initial settlement for the Notes will be made in immediately available
funds. Secondary market trading between DTC participants will occur
in the ordinary way in accordance with DTC's rules and will be
settled in immediately available 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 an indenture, as supplemented and
amended by a first supplemental indenture, in each case expected to
be entered into on March 12, 2014, with The Bank of New York
Mellon, as trustee (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.
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 and
(ii) consent to the exercise of any UK bail-in power 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.
S-8


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-21 have the same meaning when used in this section.
Risks Relating to HSBC's Business
You should read "Risk Factors" on pages 134a­134n in the Annual Report on Form 20-F for the year ended
December 31, 2013 and which is incorporated by reference in this prospectus supplement, "Risk Factors" on
page 5 of the accompanying prospectus and/or similar disclosure in subsequent filings incorporated by reference
in this prospectus supplement, for information on risks relating to HSBC's business.
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.
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, and your rights will be subject to the provisions of any UK bail-in
power which are expressed to implement such a reduction, cancellation or conversion. For more information, see
"Description of the Notes--Agreement with Respect to the Exercise of UK Bail-in Power."
As used in this prospectus supplement, the UK bail-in power includes 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 and investment firms incorporated in the United Kingdom in effect and applicable
in the United Kingdom to us or other members of the HSBC Group. Certain relevant laws and draft and proposed
legislation and certain associated risks are described in more detail herein.
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.
The Notes may be subject to UK bail-in powers that are proposed to be implemented under existing or
future legislative and regulatory proposals, including the RRD (as defined herein), and are subject to the UK
resolution regime as it currently exists under the UK Banking Act 2009 (the "Banking Act").
On June 6, 2012, the European Commission published a draft legislative proposal for a directive providing
for the establishment of an EU-wide framework for the recovery and resolution of credit institutions and
investment firms (as defined under "Description of the Notes--Redemption--Definitions," the "RRD"). The
stated aim of the RRD is to provide resolution authorities 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. The RRD includes a "bail-in" tool, which provides resolution authorities with
powers to ensure relevant debt instruments (including Tier 2 capital instruments such as the Notes) fully absorb
losses at the point of non-viability of the issuing institution. It is expected that the RRD will confer powers on the
resolution authorities to require such capital instruments to be written down in part or in full and/or converted
into common equity Tier 1 instruments at the point of non-viability and before any other resolution action is
taken.
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Document Outline