Obligation HSBC Global plc 6.375% ( US404280AS86 ) en USD

HSBC Global plc

100 % ▲

Royaume-Uni

US404280AS86 ( en USD )

6.375% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation HSBC Holdings PLC US404280AS86 en USD 6.375%, échéance Perpétuelle

200 000 USD

2 250 000 000 USD

404280AS8

N/A

17/03/2026 ( Dans 126 jours )

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 US404280AS86, paye un coupon de 6.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

424B5
424B5 1 d780448d424b5.htm 424B5
Table of Contents
CALCULATION OF REGISTRATION FEES

Amount of
Title of each Class of
Aggregate
Registration
Securities Offered

Offering Price

Fee(1)

5.625% Perpetual Subordinated Contingent Convertible Securities (Callable January 2020 and Every
Five Years Thereafter)

$ 1,500,000,000

$
193,200
6.375% Perpetual Subordinated Contingent Convertible Securities (Callable September 2024 and
Every Five Years Thereafter)

$ 2,250,000,000

$
289,800

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.

1
Table of Contents

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-180288
PROSPECTUS SUPPLEMENT
(To prospectus dated July 31, 2014)

HSBC HOLDINGS PLC
$1,500,000,000 5.625% Perpetual Subordinated Contingent Convertible Securities (Callable January 2020 and
Every Five Years Thereafter)
$2,250,000,000 6.375% Perpetual Subordinated Contingent Convertible Securities (Callable September 2024 and
Every Five Years Thereafter)
We are offering $1,500,000,000 principal amount of 5.625% Perpetual Subordinated Contingent Convertible Securities (Callable January 2020 and Every Five Years
Thereafter) (such series of securities, the "2020 Securities") and $2,250,000,000 principal amount of 6.375% Perpetual Subordinated Contingent Convertible Securities
(Callable September 2024 and Every Five Years Thereafter) (such series of securities, the "2024 Securities"). The Securities (as defined below) will be issued pursuant to
an indenture dated August 1, 2014, as supplemented and amended by a first supplemental indenture with respect to the 2020 Securities and a second supplemental
indenture with respect to the 2024 Securities, both of which are expected to be entered into on September 17, 2014. The "Securities" means either the 2020 Securities or
the 2024 Securities, as applicable.
The interest rate on the 2020 Securities per annum will be equal to (i) 5.625%, from (and including) the issue date to (but excluding) January 17, 2020 (such date and
each fifth anniversary date thereafter, a "2020 Securities Reset Date") and (ii) the sum of 3.626% and the applicable Mid-Market Swap Rate on the relevant Reset
Determination Date, from (and including) each 2020 Securities Reset Date to (but excluding) the immediately following 2020 Securities Reset Date. Subject to cancellation
as described further below, we will pay interest on the 2020 Securities, if any, in arrears on January 17 and July 17 of each year, beginning on January 17, 2015.
The interest rate on the 2024 Securities per annum will be equal to (i) 6.375%, from (and including) the issue date to (but excluding) September 17, 2024 (such date
and each fifth anniversary date thereafter, a "2024 Securities Reset Date") and (ii) the sum of 3.705% and the applicable Mid-Market Swap Rate on the relevant Reset
Determination Date, from (and including) each 2024 Securities Reset Date to (but excluding) the immediately following 2024 Securities Reset Date. Subject to cancellation
as described further below, we will pay interest on the 2024 Securities, if any, in arrears on March 17 and September 17 of each year, beginning on March 17, 2015.
The interest rate following any Reset Date (as defined below) may be less than the interest rate that applies immediately prior to such Reset Date, including
the initial interest rate of 5.625% for the 2020 Securities or 6.375% for the 2024 Securities. Moreover, interest will be due and payable on an interest payment
date only to the extent it is not cancelled or deemed to have been cancelled in accordance with the terms of the Securities. We will have sole and absolute
discretion at all times and for any reason to cancel (in whole or in part) any interest payment that would otherwise be payable on any interest payment date.
The terms of the Securities also provide for circumstances under which we will be restricted from making an interest payment (in whole or in part) on an
interest payment date, and the interest payable in respect of any such interest payment date will be deemed to have been cancelled (in whole or in part). A
"Reset Date" means either a 2020 Securities Reset Date or a 2024 Securities Reset Date, as applicable.
The Securities are perpetual and have no fixed maturity or fixed redemption date. As a result, you may not receive any payments with respect to the
Securities as we are not required to pay the principal amount of the Securities at any time prior to a Winding-up Event and we will have the sole and absolute
http://www.sec.gov/Archives/edgar/data/1089113/000119312514339398/d780448d424b5.htm[9/12/2014 9:34:42 AM]

424B5
discretion at all times and for any reason to cancel in whole any interest payment.
We may redeem the Securities 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 (excluding any cancelled or deemed to have been cancelled interest) on any Reset Date or upon the occurrence of certain tax and UK regulatory events as
described in this prospectus supplement under "Description of the Securities--Redemption--Special Event Redemption ." Any redemption of the Securities is subject to the
restrictions described in this prospectus supplement under "Description of the Securities--Redemption--Redemption Conditions ."
If a Capital Adequacy Trigger Event occurs, then an Automatic Conversion will occur without delay (but no later than one month following either (i) the Ordinary
Reporting Date, if a Capital Adequacy Trigger Event has occurred as of a Quarterly Financial Period End Date, or (ii) the Extraordinary Calculation Date, if a Capital
Adequacy Trigger Event has occurred as of such date), at which point all of our obligations under the Securities will be released irrevocably and automatically in
consideration of our issuance of Conversion Shares to the Conversion Shares Depository (or to the relevant recipient in accordance with the terms of the Securities) on the
Conversion Date, and under no circumstances will such released obligations be reinstated. On the Settlement Date, we expect the Conversion Shares Depository to deliver
to the securityholders either (i) Conversion Shares (based on the Conversion Price) or (ii) if we elect, in our sole and absolute discretion, that a Conversion Shares Offer be
made, the Conversion Shares Offer Consideration (consisting of the pro rata share of cash proceeds from the sale of any Conversion Shares pursuant to the Conversion
Shares Offer (based on the Conversion Shares Offer Price) and the pro rata share of any Conversion Shares not sold pursuant to the Conversion Shares Offer (based on
the Conversion Price)). The realizable value of any Conversion Shares received by a securityholder following an Automatic Conversion may be significantly less than the
initial Conversion Price of $4.35578 and/or the US dollar equivalent of the initial Conversion Shares Offer Price of £2.70, and the securityholders could lose all or part of
their investment in the Securities as a result of the Automatic Conversion.
By its acquisition of the Securities, among other things, each securityholder (including each beneficial owner) will (i) acknowledge and agree that interest is payable
solely at our discretion and no amount of interest will become due and payable in respect of the relevant interest period to the extent that it has been (x) cancelled (in
whole or in part) by us at our sole discretion and/or (y) deemed to have been cancelled (in whole or in part), (ii) consent to all of the terms and conditions of the
Securities, including (x) the occurrence of a Capital Adequacy Trigger Event and any related Automatic Conversion following a Capital Adequacy Trigger Event and
(y) the appointment of the Conversion Shares
Table of Contents
Depository (or the relevant recipient in accordance with the terms of the Securities), the issuance of the Conversion Shares to the Conversion Shares Depository (or the
relevant recipient in accordance with the terms of the Securities) and the potential sale of the Conversion Shares pursuant to a Conversion Shares Offer and (iii) agree that
effective upon, and following, a Capital Adequacy Trigger Event, other than any amounts payable in the case of our winding-up or the appointment of an administrator for
our administration as described in this prospectus supplement, no securityholder will have any rights against us with respect to repayment of the principal amount of the
Securities or payment of interest or any other amount on or in respect of such Securities, in each case that is not due and payable, which liabilities will be automatically
released.
By its acquisition of the Securities, each securityholder (including each beneficial owner) also 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 Securities and/or (ii) the conversion of all, or a portion, of the principal amount of,
or interest on, the Securities 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 Securities to give effect to the exercise by the relevant UK resolution authority of such UK bail-in power. Each
securityholder also will acknowledge and agree that the rights of such securityholder are subject to, and will be varied, if necessary, so as to give effect to, the
exercise of any UK bail-in power by the relevant UK resolution authority. For the avoidance of doubt, the potential conversion of the Securities into shares,
other securities or other obligations in connection with the exercise of any UK bail-in power by the relevant UK resolution authority is separate and distinct
from an Automatic Conversion following a Capital Adequacy Trigger Event.
For these purposes, a "UK bail-in power" is any statutory write-down and/or conversion power existing from time to time under any laws, regulations,
rules or requirements relating to the resolution of credit institutions, banks, banking companies, investment firms and their parent undertakings incorporated in
the United Kingdom in effect and applicable in the United Kingdom to us or other members of the HSBC Group, including but not limited to the UK Banking
Act 2009, as 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, banks, banking companies, investment
firms and their parent undertakings, pursuant to which obligations of a credit institution, bank, banking company, investment firm, its parent undertaking or
any of its affiliates can be cancelled, written down and/or converted into shares or other securities or obligations of the obligor or any other person (and a
reference to the "relevant UK resolution authority" is to any authority with the ability to exercise a UK bail-in power).
By its acquisition of the Securities, each securityholder (including each beneficial owner), to the extent permitted by the Trust Indenture Act of 1939, as
amended, will waive any and all claims, in law and/or in equity, against The Bank of New York Mellon, London Branch, as trustee, for, agree not to initiate a
suit against the trustee in respect of, and agree that the trustee will not be liable for, any action that the trustee takes, or abstains from taking, in either case in
accordance with the exercise of the UK bail-in power by the relevant UK resolution authority with respect to the Securities.
Application has been made to The Irish Stock Exchange plc (the "Irish Stock Exchange") for the Securities to be admitted to the Official List and to trading on the
Global Exchange Market, which is the exchange regulated market of the Irish Stock Exchange. Admission to the Official List and trading on the Global Exchange Market
is expected to begin within 30 days of the initial delivery of the Securities.
Investing in the Securities involves certain risks. See "Risk Factors" beginning on Page S-19.
Unless otherwise defined, terms that are defined in "Description of the Securities" beginning on page S-43 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 2020
Per 2024

Security
Total

Security
Total

Public Offering Price(1)

100.0%
$1,500,000,000

100.0%
$2,250,000,000
http://www.sec.gov/Archives/edgar/data/1089113/000119312514339398/d780448d424b5.htm[9/12/2014 9:34:42 AM]

424B5
Underwriting Discount

1.0%
$
15,000,000

1.0%
$
22,500,000
Proceeds to us (before expenses)

99.0%
$1,485,000,000

99.0%
$2,227,500,000

(1) Plus accrued interest, if any, from September 17, 2014.
We may use this prospectus supplement and the accompanying prospectus in the initial sale of the Securities. 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 Securities 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 Securities 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 September 17, 2014.
Sole Structuring Adviser and Book-Running Manager
HSBC
The date of this prospectus supplement is September 10, 2014.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Prospectus

Page

Page
Certain Definitions and Presentation of Financial and Other
About This Prospectus

1
Data
S-4
Presentation of Financial Information

2
Limitations on Enforcement of US Laws against Us, our
Limitation on Enforcement of US Laws against Us, our
Management and Others
S-4
Management and Others

2
Cautionary Statement Regarding Forward-Looking
Forward-Looking Statements

2
Statements
S-5
Where You Can Find More Information
Where You Can Find More Information About Us
S-5
About Us

3
Summary of the Offering
S-7
HSBC

4
Risk Factors
S-19
Risk Factors

5
HSBC Holdings plc
S-38
Use of Proceeds

6
Use of Proceeds
S-39
Consolidated Capitalization and Indebtedness of HSBC
Consolidated Capitalization and Indebtedness of HSBC
Holdings plc

7
Holdings plc
S-40
Description of Debt Securities

10
Description of the Securities
S-43
Description of Contingent Convertible Securities

25
Taxation
S-79
Description of Dollar Preference Shares

35
Certain ERISA Considerations
S-83
Description of Preference Share ADSs

41
Underwriting (Conflicts of Interest)
S-84
Description of Ordinary Shares

49
Legal Opinions
S-90
Taxation

55
Independent Registered Public Accounting Firm
S-90
Underwriting (Conflicts of Interest)

65
Legal Opinions

68
Independent Registered Public
Accounting Firm

68

S-1
Table of Contents
We are responsible for the information contained and incorporated by reference in this prospectus supplement, the accompanying
prospectus and in any related free-writing prospectus we prepare or authorize. We have not authorized anyone to give you any other
information, and we take no responsibility for any other information that others may give you. We are not, and the underwriters are not,
making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the
information appearing in this prospectus supplement, the accompanying prospectus and in any related free-writing prospectus we prepare
or authorize, as well as information we have previously filed with the Securities and Exchange Commission (the "SEC") and incorporated
by reference, is accurate on other than their respective dates. Our business, financial condition, results of operations and prospects may
http://www.sec.gov/Archives/edgar/data/1089113/000119312514339398/d780448d424b5.htm[9/12/2014 9:34:42 AM]

424B5
have changed since those dates.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the Securities 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 Securities, 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 Securities, HSBC Securities (USA) Inc. or any person acting for it may over-allot or effect
transactions with a view to supporting the market price of the Securities at a level higher than that which might otherwise prevail for a
limited period after the issue date. However, there may be no obligation on HSBC Securities (USA) Inc. or any agent of it to do this. Such
stabilizing, if commenced, may be discontinued at any time and must be brought to an end after a limited period.
The Securities may not be a suitable investment for all investors and you must determine the suitability (either alone or with the help of a
financial adviser) of an investment in the Securities in light of your own circumstances. In particular, each potential investor should:

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

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

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

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

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

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

· understand thoroughly the terms of the Securities, such as the provisions regarding the cancellation of interest, Automatic Conversion
upon a Capital Adequacy Trigger Event and the UK bail-in power, and be familiar with the behavior of any relevant indices and

financial markets and the potential impact on the Securities of the cancellation of interest, Automatic Conversion upon a Capital
Adequacy Trigger Event and/or the exercise of the UK bail-in power; and

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

the applicable risks.
You should not invest in the Securities unless you have the knowledge and expertise (either alone or with a financial adviser) to evaluate how
the Securities will perform under changing conditions, the resulting effects on the value of the Securities due to the likelihood of our cancelling
interest, the occurrence of a Capital Adequacy Trigger Event and corresponding Automatic Conversion or 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

S-2
Table of Contents
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 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 Securities 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 Securities. Accordingly any
person making or intending to make an offer in that Relevant Member State of Securities which are the subject of an offering contemplated in this
prospectus supplement as completed by final terms in relation to the offer of those Securities may only do so in circumstances in which no
http://www.sec.gov/Archives/edgar/data/1089113/000119312514339398/d780448d424b5.htm[9/12/2014 9:34:42 AM]

424B5
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 Securities 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.
The Securities are not intended to be sold and should not be sold to "retail clients" (as defined in the Markets in Financial Instruments
Directive 2004/39/EC and/or in the United Kingdom Financial Conduct Authority's Conduct of Business Sourcebook ("COBS"), in each case, as
amended from time to time) other than, where the limited exemptions permitted by COBS 4.14.2 apply. By making or accepting an offer to
purchase any Securities from us or any underwriter, each prospective investor represents, warrants and undertakes to us and each of the relevant
underwriters that (a) it is not a retail client (as described above) other than a retail client falling within the exceptions in section 4.14.2 of COBS;
and (b) it will not sell or offer the Securities to retail clients (as described above) or do anything (including the distribution of this prospectus
supplement or the accompanying prospectus) that would or might (i) result in the buying of the Securities or the holding of a beneficial interest in
the Securities by a retail client, in each case other than as permitted by COBS; or (ii) result in a breach by us, the underwriters or any other person
of COBS. References to COBS in this paragraph will be deemed to include the amendments to COBS as contemplated by the Temporary
Marketing Restriction (Contingent Convertible Securities) Instrument 2014 as if such instrument, which will come into force on October 1, 2014
was currently in force.

S-3
Table of Contents
CERTAIN DEFINITIONS AND PRESENTATION OF FINANCIAL AND OTHER DATA
Definitions
As used in this prospectus supplement and the accompanying prospectus, the terms "HSBC Holdings," "we," "us" and "our" refer to HSBC
Holdings plc. "HSBC Group" and "HSBC" mean HSBC Holdings together with its subsidiary undertakings.
As used in this prospectus supplement, (i) the "Securities" means either the 2020 Securities or the 2024 Securities, as applicable, and (ii) a
"Reset Date" means either a 2020 Securities Reset Date or a 2024 Securities Reset 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 ("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 our 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. At June 30, 2014, there were no unendorsed standards effective for the six-month period ended June 30, 2014 affecting our interim
consolidated financial statements, and there was no difference between IFRSs endorsed by the EU and IFRSs as issued by the IASB in terms of
their application to HSBC.
We use the US dollar as our presentation currency in our consolidated financial statements because the US dollar and currencies linked to it
form the major currency bloc in which we transact and fund our business.
With the exception of the capital ratios presented under "HSBC Holdings plc," the financial information presented in this document has been
prepared in accordance with IFRSs as issued by the IASB and as endorsed by the EU. See "Where You Can Find More Information About Us."
Currency
In this prospectus supplement, all references to (i) "US dollars," "US$," "dollars" or "$" are to the lawful currency of the United States of
America, (ii) "euro" or "" are to the lawful currency of the Member States of the EU that have adopted or adopt the single currency in accordance
with the Treaty establishing the European Community, as amended, (iii) "sterling" "pounds sterling" or "£" are to the lawful currency of the United
Kingdom, (iv) "BRL" are to the lawful currency of the Federative Republic of Brazil and (v) "CAD" are to the lawful currency of Canada.

http://www.sec.gov/Archives/edgar/data/1089113/000119312514339398/d780448d424b5.htm[9/12/2014 9:34:42 AM]

424B5
LIMITATIONS ON ENFORCEMENT OF US LAWS AGAINST US, OUR MANAGEMENT AND OTHERS
We are an English public limited company. Most of our directors and executive officers (and certain experts named in this prospectus
supplement and the accompanying prospectus or in documents incorporated herein by reference) are resident outside the United States, and a
substantial portion of our assets and the assets of such persons are located outside the United States. As a result, it may not be possible for you to
effect service of process within the United States upon these persons or to enforce against them or us in US courts judgments obtained in US courts
predicated upon the civil liability provisions of the federal securities laws of the United States. We have been advised by our English solicitors,
Cleary Gottlieb Steen & Hamilton LLP, that there is doubt as to enforceability in the English courts, in original actions or in actions for
enforcement of judgments of US courts, of liabilities predicated solely upon the federal securities laws of the United States. In addition, awards of
punitive damages in actions brought in the United States or elsewhere may not be enforceable in the United Kingdom. The enforceability of any
judgment in the United Kingdom will depend on the particular facts of the case in effect at the time.

S-4
Table of Contents
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus and the documents incorporated by reference herein contain both historical and
forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements.
Forward-looking statements may be identified by the use of terms such as "believes," "expects," "estimate," "may," "intends," "plan," "will,"
"should," "potential," "reasonably possible" or "anticipates" or the negative thereof or similar expressions, or by discussions of strategy. We have
based the forward-looking statements on current expectations and projections about future events. These forward-looking statements are subject to
risks, uncertainties and assumptions about us. We undertake no obligation to publicly update or revise any forward- looking statements, whether as
a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed
herein might not occur. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of their dates.
Additional information, including information on factors which may affect HSBC's business, is contained in HSBC Holdings' Annual Report on
Form 20-F for the year ended December 31, 2013 filed with the SEC on February 28, 2014 and our Interim Report for the six-month period ended
June 30, 2014 furnished under cover of Form 6-K to the SEC on August 7, 2014.

WHERE YOU CAN FIND MORE INFORMATION ABOUT US
We have filed with the SEC an amendment to the 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 Securities 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 Securities, 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 and our Interim Report for the six-month period ended June 30, 2014 furnished under cover of Form 6-K to the
SEC on August 7, 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
http://www.sec.gov/Archives/edgar/data/1089113/000119312514339398/d780448d424b5.htm[9/12/2014 9:34:42 AM]

424B5
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

S-5
Table of Contents
supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a
part of this prospectus supplement and the accompanying prospectus and to be a part hereof from the date of filing of such document.
You may request a copy of these documents at no cost to you by writing or telephoning us at either of the following addresses:
Group Company Secretary
HSBC Holdings plc
8 Canada Square London E14 5HQ England
Tel: +44-20-7991-8888
HSBC Holdings plc
c/o HSBC Bank USA, National Association
452 Fifth Avenue
New York, New York, 10018
Attn: Company Secretary
Tel: +1-212-525-5000

S-6
Table of Contents
SUMMARY OF THE OFFERING
The following summary highlights information contained elsewhere in this prospectus supplement and the accompanying prospectus. This
summary is not complete and does not contain all of the information that may be important to you. You should read the entire prospectus
supplement and the accompanying prospectus, including the financial statements and related notes incorporated by reference herein, before
making an investment decision. Terms which are defined in "Description of the Securities" included in this prospectus supplement beginning on
page S-43 have the same meaning when used in this summary.

Issuer
HSBC Holdings plc.

Securities Offered
5.625% Perpetual Subordinated Contingent Convertible Securities (Callable January 2020
and Every Five Years Thereafter) in an aggregate principal amount of
$1,500,000,000 (such series of securities, the "2020 Securities").

6.375% Perpetual Subordinated Contingent Convertible Securities (Callable September

2024 and Every Five Years Thereafter) in an aggregate principal amount of
$2,250,000,000 (such series of securities, the "2024 Securities").

Issue Date
September 17, 2014.

Interest
Interest on the 2020 Securities will be a rate per annum equal to (i) 5.625%, from (and
including) the issue date to (but excluding) January 17, 2020 and (ii) the sum of 3.626%
and the applicable Mid-Market Swap Rate on the relevant Reset Determination Date, from
(and including) each 2020 Securities Reset Date to (but excluding) the immediately
following 2020 Securities Reset Date.

Interest on the 2024 Securities will be a rate per annum equal to (i) 6.375%, from (and
http://www.sec.gov/Archives/edgar/data/1089113/000119312514339398/d780448d424b5.htm[9/12/2014 9:34:42 AM]

424B5
including) the issue date to (but excluding) September 17, 2024 and (ii) the sum of 3.705%

and the applicable Mid-Market Swap Rate on the relevant Reset Determination Date, from
(and including) each 2024 Securities Reset Date to (but excluding) the immediately
following 2024 Securities Reset Date.

Reset Date
With respect to the 2020 Securities, January 17, 2020 and each fifth anniversary date
thereafter (each such date, a "2020 Securities Reset Date").

With respect to the 2024 Securities, September 17, 2024 and each fifth anniversary date thereafter (each such date, a "2024 Securities Reset Date").

Each period from (and including) a Reset Date to (but excluding) the following Reset Date

shall be a "Reset Period."

Reset Determination Date
The second business day immediately preceding a Reset Date (each, a "Reset
Determination Date").

Mid-Market Swap Rate
Means the rate for US dollar swaps with a five-year term commencing on the relevant
Reset Date which appears on Bloomberg

S-7
Table of Contents
page "ISDA 01" (or such other page as may replace such page on Bloomberg, or such other
page 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
at approximately 11:00 a.m. (New York time) on the relevant Reset Determination Date, all
as determined by the calculation agent (the "Mid-Market Swap Rate").

If no such rate appears on the relevant screen page for such five-year term, then the Mid-
Market Swap Rate will be determined through the use of straight-line interpolation by
reference to two rates, one of which will be determined in accordance with the above
provisions, but as if the relevant Reset Period were the period of time for which rates are

available next shorter than the length of the actual Reset Period and the other of which will
be determined in accordance with the above provisions, but as if the relevant Reset Period
were the period of time for which rates are available next longer than the length of the
actual Reset Period.

If on any Reset Determination Date the relevant screen page is not available or the Mid-
Market Swap Rate does not appear on the relevant screen page, the calculation agent will
request the principal office in New York of four major banks in the swap, money,
securities or other market most closely connected with the relevant Mid-Market Swap Rate
(as selected by us on the advice of an investment bank of international repute) (the
"Reference Banks") to provide it with its Mid-Market Swap Rate Quotation as at
approximately 11:00 a.m. (New York time) on the relevant Reset Determination Date. If
two or more of the Reference Banks provide the calculation agent with Mid-Market Swap

Rate Quotations, the interest rate for the relevant Reset Period will be the sum of 3.626%,
with respect to the 2020 Securities, or 3.705%, with respect to the 2024 Securities, and the
arithmetic mean (rounded, if necessary, to the nearest 0.001% (0.0005% being rounded
upwards)) of the relevant Mid-Market Swap Rate Quotations, as determined by the
calculation agent. If only one or none of the Reference Banks provides the calculation
agent with a Mid-Market Swap Rate Quotation, the interest will be determined to be the
rate of interest as at the last preceding Reset Date or, in the case of the initial Reset
Determination Date, 5.625%, with respect to the 2020 Securities, or 6.375%, with respect
to the 2024 Securities.

Interest Payment Dates
Interest on the 2020 Securities, if any, will be payable in arrears on January 17 and July 17
http://www.sec.gov/Archives/edgar/data/1089113/000119312514339398/d780448d424b5.htm[9/12/2014 9:34:42 AM]

424B5
of each year, beginning on January 17, 2015.

Interest on the 2024 Securities, if any, will be payable in arrears on March 17 and

September 17 of each year, beginning on March 17, 2015.

Discretionary Interest Payments
We will have sole and absolute discretion at all times and for any reason to cancel (in
whole or in part) any interest payment that would otherwise be payable on any interest
payment date.

S-8
Table of Contents
Restriction on Interest Payments
Except to the extent permitted in the following paragraph in respect of partial interest
payments, we will not make an interest payment on any interest payment date (and such
interest payment will therefore be deemed to have been cancelled and thus will not be due
and payable on such interest payment date) if:

(a)
we have an amount of Distributable Items on such interest payment date that is
less than the sum of (i) all distributions or interest payments made or declared by
us since the end of the last financial year and prior to such interest payment date
on or in respect of any Parity Securities, the Securities and any Junior Securities

and (ii) all distributions or interest payments payable by us (and not cancelled or
deemed to have been cancelled) on such interest payment date on or in respect of
any Parity Securities, the Securities and any Junior Securities, in the case of each
of (i) and (ii), excluding any payments already accounted for in determining the
Distributable Items; or

(b)
the Solvency Condition is not satisfied in respect of such interest payment.

We may, in our sole discretion, elect to make a partial interest payment on the Securities
on any interest payment date, only to the extent that such partial interest payment may be

made without breaching the restriction in the preceding paragraph. For the avoidance of
doubt, the portion of interest not paid on the relevant interest payment date will be deemed
to have been cancelled and thus will not be due and payable on such interest payment date.

"Distributable Items" means the amount of our profits at the end of the last financial year
plus any profits brought forward and reserves available for that purpose before
distributions to holders of the Securities and any Parity Securities and Junior Securities less
any losses brought forward, profits which are non-distributable pursuant to the Companies
Act 2006 (UK) (the "Companies Act") or other provisions of English law from time to

time applicable to us or our Memorandum and Articles of Association (our "Articles of
Association") and sums placed to non-distributable reserves in accordance with the
Companies Act or other provisions of English law from time to time applicable to us or our
Articles of Association, those losses and reserves being determined on the basis of our
individual accounts and not on the basis of our consolidated accounts.

"Junior Securities" means, in respect of the Securities, (i) any of our ordinary shares or our
other securities that rank, or are expressed to rank, junior to the Securities in our winding-
up or administration as described under "Description of the Securities--Subordination "

and/or (ii) any securities issued by any other member of the HSBC Group where the terms
of such securities benefit from a guarantee or support agreement entered into by us that
ranks, or is expressed to rank, junior to the Securities in our winding-up or administration
as described under "Description of the Securities--Subordination " and/or (iii) any

S-9
http://www.sec.gov/Archives/edgar/data/1089113/000119312514339398/d780448d424b5.htm[9/12/2014 9:34:42 AM]

424B5
Table of Contents
of our capital instruments that qualify as common equity Tier 1 instruments under the

Capital Instruments Regulations.

"Parity Securities" means, (i) the most senior ranking class or classes of preference shares
in our capital from time to time and any other of our securities ranking, or expressed to
rank, pari passu with the Securities and/or such senior preference shares in our winding-up
or administration as described under "Description of the Securities--Subordination ,"

and/or (ii) any securities issued by any other member of the HSBC Group where the terms
of such securities benefit from a guarantee or support agreement entered into by us which
ranks or is expressed to rank pari passu with the Securities and/or such senior preference
shares in our winding-up or administration as described under "Description of the
Securities--Subordination."

"Solvency Condition" means the condition that, other than in the event of our winding-up
or administration, as described in "Description of the Securities--Subordination ," or with
respect to the payment of the cash proceeds from any Conversion Shares Offer
Consideration, as described under "Description of the Securities--Automatic Conversion
Upon Capital Adequacy Trigger Event--Conversion Shares Offer," payments in respect of,
or arising from, the Securities will be conditional (x) upon our being solvent at the time of

payment by us, and (y) in that no sum in respect of or arising from the Securities may fall
due and be paid except to the extent that we could make such payment and still be solvent
immediately thereafter. For purposes of determining whether the Solvency Condition is
met, we will be considered to be solvent at a particular point in time if (x) we are able to
pay our debts owed to Senior Creditors as they fall due and (y) the Balance Sheet
Condition has been met.

Notice of Interest Cancellation
If practicable, we will provide notice of any cancellation or deemed cancellation of interest
(in each case, in whole or in part) to the securityholders through the Depository Trust
Company ("DTC") (or, if the Securities are held in definitive form, to the securityholders
at their addresses shown on the register for the Securities) and to the trustee and the paying
agent directly on or prior to the relevant interest payment date. If practicable, we will
endeavor to do so at least five business days prior to the relevant interest payment date.
Failure to provide such notice will have no impact on the effectiveness of, or otherwise
invalidate, any such cancellation or deemed cancellation of interest (and accordingly, such
interest will not be due and payable), or give the securityholders any rights as a result of
such failure.

Agreement to Interest Cancellation
By its acquisition of the Securities, each securityholder (including each beneficial owner)
will acknowledge and agree that:

(a)
interest is payable solely at our discretion and no amount of interest will become

due and payable in respect of the relevant interest period to the extent that it has
been (x) cancelled (in whole or in part) by us at our sole discretion

S-10
Table of Contents
and/or (y) deemed to have been cancelled (in whole or in part), including as a

result of our having insufficient Distributable Items or failing to satisfy the
Solvency Condition; and

(b)
a cancellation or deemed cancellation of interest (in each case, in whole or in
part) in accordance with the terms of the Indenture (as defined below) and the

Securities will not constitute a default in payment or otherwise under the terms of
the Indenture or the Securities.
http://www.sec.gov/Archives/edgar/data/1089113/000119312514339398/d780448d424b5.htm[9/12/2014 9:34:42 AM]

Document Outline

#1">
- #1">