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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.

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424B5 1 d253146d424b5.htm 424B5
Table of Contents

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-202420
PROSPECTUS SUPPLEMENT
(To prospectus dated February 25, 2016)

$3,750,000,000
HSBC HOLDINGS PLC
$2,500,000,000 2.650% Senior Unsecured Notes due 2022
$1,250,000,000 Floating Rate Senior Unsecured Notes due 2022

We are offering $2,500,000,000 principal amount of 2.650% Senior Unsecured Notes due 2022 (the "Fixed Rate Notes") and $1,250,000,000 principal amount of
Floating Rate Senior Unsecured Notes due 2022 (the "Floating Rate 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 supplemented by a third supplemental indenture, which is expected to be entered into on October 5, 2016 (the
indenture, together with the third supplemental indenture, the "Indenture"). The "Notes" means either the Fixed Rate Notes or the Floating Rate Notes, as applicable.
We will pay interest semi-annually in arrear on the Fixed Rate Notes on January 5 and July 5 of each year, beginning on July 5, 2017, at a rate of 2.650% per
annum. The Fixed Rate Notes will mature on January 5, 2022.
We will pay interest quarterly in arrear on the Floating Rate Notes on January 5, April 5, July 5 and October 5 of each year, beginning on January 5, 2017, at a
floating rate equal to the three-month U.S. dollar London interbank offered rate plus 1.500% per annum. The Floating Rate Notes will mature on January 5, 2022.
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 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 (as defined below) 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 (as defined herein), on, the
Notes. References to such amounts will include amounts that have become due and payable, but which have not been paid, prior to the exercise of any UK bail-
in power by the relevant UK resolution authority. See "Description of the Notes--Agreement with Respect to the Exercise of UK Bail-in Power." Moreover, each
noteholder (which, for these purposes, includes each beneficial owner) will consent to the exercise of the UK bail-in power as it may be imposed without any
prior notice by the relevant UK resolution authority of its decision to exercise such power with respect to the Notes.
By its acquisition of the Notes, each noteholder (which, for these purposes, includes each beneficial owner), to the extent permitted by the Trust Indenture
Act of 1939, as amended, will waive any and all claims, in law and/or in equity, against The Bank of New York Mellon, London Branch, as trustee, for, agree
not to initiate a suit against the trustee in respect of, and agree that the trustee will not be liable for, any action that the trustee takes, or abstains from taking, in
either case in accordance with the exercise of the UK bail-in power by the relevant UK resolution authority with respect to the Notes.
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-12.
Unless otherwise defined, terms that are defined in "Description of the Notes" beginning on page S-25 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 Fixed Rate Note
Total

Per Floating Rate Note
Total

Public Offering Price(1)

99.906%
$2,497,650,000

100.000%
$1,250,000,000
Underwriting Discount

0.325%
$
8,125,000

0.325%
$
4,062,500
Proceeds to us (before expenses)

99.581%
$2,489,525,000

99.675%
$1,245,937,500

(1) Plus accrued interest, if any, from October 5, 2016.
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
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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 SA/NV on or about October 5, 2016.
Sole Book-Running Manager
HSBC
The date of this prospectus supplement is September 28, 2016.
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement
Prospectus

Page

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

2
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

3
Statements
S-5
Where You Can Find More Information About Us

3
Where You Can Find More Information About Us
S-5
HSBC

4
Summary of the Offering
S-7
Risk Factors

5
Risk Factors
S-12
Use of Proceeds

9
HSBC Holdings plc
S-19
Consolidated Capitalisation and Indebtedness of HSBC
Use of Proceeds
S-20
Holdings plc

10
Consolidated Capitalization and Indebtedness of HSBC
Description of Debt Securities

14
Holdings plc
S-21
Description of Contingent Convertible Securities

29
Description of the Notes
S-25
Description of Dollar Preference Shares

39
Taxation
S-32
Description of Preference Share ADSs

45
Certain ERISA Considerations
S-33
Description of Ordinary Shares

52
Underwriting (Conflicts of Interest)
S-35
Taxation

58
Legal Opinions
S-42
Underwriting (Conflicts of Interest)

68
Independent Registered Public Accounting Firms
S-42
Legal Opinions

71
Independent Registered Public Accounting Firms

71

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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
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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. 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 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 the Notes in any Member State of the European Economic Area
(the "EEA") will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus for offers of the
Notes. Accordingly any person making or intending to make an offer in that Member State of the Notes which are the subject of an offering
contemplated in this prospectus supplement as completed by final terms in relation to the offer of the Notes may

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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 the Notes in
circumstances in which an obligation arises for us or the underwriters to publish a prospectus for such offer. Neither we nor the underwriters have
authorized, nor do we authorize, the making of any offer of Notes through any financial intermediary, other than offers made by the underwriters,
which constitute the final placement of the Notes contemplated in this prospectus supplement. The expression "Prospectus Directive" means
Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU), and includes any relevant implementing measure in the
Member State.

S-3
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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 Fixed Rate Notes or the Floating Rate Notes, as applicable.
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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. As of
December 31, 2015, there were no unendorsed standards effective for the year ended December 31, 2015 affecting our consolidated financial
statements, and there was no difference between IFRSs endorsed by the EU and IFRSs issued by the IASB in terms of their application to HSBC.
Accordingly, HSBC's financial statements for the year ended December 31, 2015 were prepared in accordance with IFRSs as issued by the IASB.
As of June 30, 2016, there were no unendorsed standards effective for the period ended June 30, 2016 affecting our interim condensed consolidated
financial statements, included in our Interim Report for the six-month period ended June 30, 2016 furnished under cover of Form 6-K to the SEC
on August 3, 2016 (the "2016 Interim Report") and there was no difference between IFRSs endorsed by the EU and IFRSs 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) "CAD" are to the lawful currency of Canada, (v) "NOK" are to the lawful currency of Norway and (vi) "JPY" are to the lawful
currency of Japan.

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

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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.
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: Moody's Investor Service statement regarding our financial strength; implementation
and exercise of the UK bail-in powers; our plan to issue additional senior debt securities; and listing of the Notes. 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" in HSBC Holdings' Annual Report on
Form 20-F for the year ended December 31, 2015 filed with the SEC on February 25, 2016 (the "2015 Form 20-F"). 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
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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 2015 Form 20-F, the Form 6-K furnished to the SEC on February 29, 2016 (furnishing additional information
about our business and capital structure) and the 2016 Interim Report.

WHERE YOU CAN FIND MORE INFORMATION ABOUT US
We have filed with the SEC a post-effective amendment no.1 to the registration statement on Form F-3 (No. 333-202420) (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 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. 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

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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 2015 Form 20-F, the Form 6-K furnished to the SEC on February 29, 2016 (furnishing additional information about our business
and capital structure), the Form 6-K furnished to the SEC on March 18, 2016 (furnishing the notice of annual general meeting) and the 2016
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 England
Tel: +44-20-7991-8888
HSBC Holdings plc
c/o HSBC Bank USA, National Association
452 Fifth Avenue
New York, New York, 10018
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Attn: Company Secretary
Tel: +1-212-525-5000

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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-25 have the same meaning when used in this summary.

Issuer
HSBC Holdings plc.

Securities Offered
2.650% Senior Unsecured Notes due 2022 in an aggregate principal amount of
$2,500,000,000 (such series of notes, the "Fixed Rate Notes").

Floating Rate Senior Unsecured Notes due 2022 in an aggregate principal amount of

$1,250,000,000 (such series of notes, the "Floating Rate Notes").

Issue Date
October 5, 2016.

Terms Specific to the Fixed Rate Notes:

Interest
Interest on the Fixed Rate Notes will be payable at a rate of 2.650% per annum.

Interest Payment Date
Interest on the Fixed Rate Notes will be payable semi-annually in arrear on January
5 and July 5 of each year, beginning on July 5, 2017.

Maturity Date
The Fixed Rate Notes will mature on January 5, 2022.
Terms Specific to the Floating Rate Notes:

Interest
The initial interest rate on the Floating Rate Notes for the first Floating Rate Interest
Period (as defined below) will be equal to the three-month U.S. dollar London
interbank offered rate ("LIBOR"), as determined on October 3, 2016, plus 1.500% per
annum (the "Floating Rate Initial Interest Rate"). Thereafter, the interest rate on the
Floating Rate Notes for any Floating Rate Interest Period will be LIBOR, as determined
on the applicable Floating Rate Interest Determination Date (as defined below),
plus 1.500% per annum. The interest rate on the Floating Rate Notes will be reset
quarterly on each Floating Rate Interest Reset Date (as defined below).

Interest Payment Date
Interest on the Floating Rate Notes will be payable quarterly in arrear on January
5, April 5, July 5 and October 5 of each year, beginning on January 5, 2017 (each, a
"Floating Rate Interest Payment Date").

Interest Reset Dates
Every January 5, April 5, July 5 and October 5 of each year, commencing on January 5,
2017 (each, a "Floating Rate Interest

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Reset Date"); provided that the interest rate in effect from (and including) October 5,

2016 to (but excluding) the first Floating Rate Interest Reset Date will be the Floating
Rate Initial Interest Rate.

Interest Periods
The period beginning on (and including) a Floating Rate Interest Payment Date and
ending on (but excluding) the next succeeding Floating Rate Interest Payment Date
(each, a "Floating Rate Interest Period"); provided that the first Floating Rate Interest
Period will begin on October 5, 2016 and will end on (but exclude) January 5, 2017.

Interest Determination Date
The second London banking day preceding the applicable Floating Rate Interest Reset
Date (each, a "Floating Rate Interest Determination Date"); provided that the first
Floating Rate Interest Determination Date will be the second London banking day (as
defined below) preceding the issue date (which is October 3, 2016).

"London banking day" means any day on which dealings in U.S. dollars are transacted

in the London interbank market.

Maturity Date
The Floating Rate Notes will mature on January 5, 2022.

Calculation Agent
HSBC Bank USA, National Association, or its successor appointed by us, pursuant to a
calculation agent agreement expected to be entered into on October 5, 2016.

Calculation of U.S. Dollar LIBOR
LIBOR will be determined by the calculation agent in accordance with the following
provisions:

(1)
With respect to any Floating Rate Interest Determination Date, LIBOR will be the
rate (expressed as a percentage per annum) for deposits in U.S. dollars having a
maturity of three months commencing on the related Floating Rate Interest Reset

Date that appears on Reuters Page LIBOR01 as of 11:00 a.m., London time, on
that Floating Rate Interest Determination Date. If no such rate appears, then
LIBOR, in respect of that Floating Rate Interest Determination Date, will be
determined in accordance with the provisions described in (2) below.

(2)
With respect to a Floating Rate Interest Determination Date on which no rate
appears on Reuters Page LIBOR01(as defined below), the calculation agent will
request the principal London offices of each of four major reference banks in the
London interbank market (which may include affiliates of the underwriters), as

selected and identified by us, to provide its offered quotation (expressed as a
percentage per annum) for deposits in U.S. dollars for the period of three months,
commencing on the related Floating Rate Interest Reset Date, to prime banks in the
London interbank market at approximately 11:00 a.m., London time, on that
Floating Rate Interest Determination Date and in a principal amount that is

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representative for a single transaction in U.S. dollars in that market at that time. If
at least two quotations are provided, then LIBOR on that Floating Rate Interest
Determination Date will be the arithmetic mean of those quotations. If fewer than
two quotations are provided, then LIBOR on the Floating Rate Interest
Determination Date will be the arithmetic mean of the rates quoted at
approximately 11:00 a.m., in the City of New York, on the Floating Rate Interest
Determination Date by three major banks in the City of New York (which may
include affiliates of the underwriters), as selected and identified by us, for loans in

U.S. dollars to leading European banks, for a period of three months, commencing
on the related Floating Rate Interest Reset Date, and in a principal amount that is
representative for a single transaction in U.S. dollars in that market at that time. If
at least two such rates are so provided, LIBOR on the Floating Rate Interest
Determination Date will be the arithmetic mean of such rates. If fewer than two
such rates are so provided, LIBOR on the Floating Rate Interest Determination
Date will be LIBOR in effect with respect to the immediately preceding Floating
Rate Interest Determination Date or, in the case of the initial Floating Rate Interest
Determination Date, the Floating Rate Initial Interest Rate.

"Reuters Page LIBOR01" means the display that appears on Reuters Page LIBOR01 or
any page as may replace such page on such service (or any successor service) for the
purpose of displaying LIBOR of major banks for U.S. dollars.
Terms Applicable to each Series of Notes:

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

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 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.

Notice of 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.

Agreement with Respect to the Exercise of UK
By its acquisition of the Notes, each noteholder (which, for these purposes, includes
Bail-in Power
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

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between us and any noteholder, to be bound by (a) the effect of the exercise of any UK
bail-in power (as defined under "Description of the Notes--Definitions") by the relevant
UK resolution authority (as defined under "Description of the Notes--Definitions"); 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 (as defined below) 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,
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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 (as defined below), on, the Notes. References to such amounts will include
amounts that have become due and payable, but which have not been paid, prior to the
exercise of any UK bail-in power by the relevant UK resolution authority. See
"Description of the Notes--Agreement with Respect to the Exercise of UK Bail-
in Power."

Moreover, each noteholder (which, for these purposes, includes each beneficial owner)
will consent to the exercise of the UK bail-in power as it may be imposed without any

prior notice by the relevant UK resolution authority of its decision to exercise such
power with respect to the Notes.

Payment of Additional Amounts
We will pay additional amounts in respect of the Notes, in the circumstances described
under "Description of Debt Securities--Additional Amounts--Senior Debt Securities
and Undated Subordinated Debt Securities" in the accompanying prospectus (such
additional amounts, "Additional Amounts").

Ranking
The Notes will constitute our direct, unsecured obligations and rank pari passu with our
other senior indebtedness, and the Notes will rank equally and ratably without any
preference among themselves. Senior indebtedness will not include any indebtedness
that is expressed to be subordinated to or pari passu with subordinated debt securities.
See "Description of Debt Securities--Senior Debt Securities --Defaults and Events of
Default" in the accompanying prospectus.

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").
See "Description of Debt Securities--Form, Settlement and Clearance " in the
accompanying prospectus.

Trading through DTC, Clearstream Luxembourg Initial settlement for the Notes will be made in immediately available funds. Secondary
and Euroclear
market trading between DTC participants will occur in the ordinary way in accordance
with DTC's rules and will be

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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 SA/NV

("Euroclear") participants will occur in the ordinary way in accordance with the
applicable rules and operating procedures of Clearstream Luxembourg and Euroclear
and will be settled using the procedures applicable to conventional eurobonds in
immediately available funds.

Listing
Application will be made to list the Notes on the New York Stock Exchange in
accordance with its rules.

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

Trustee
We will issue the Notes under the indenture dated August 26, 2009 (as amended or
supplemented from time to time), as supplemented by a third supplemental indenture,
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which is expected to be entered into on October 5, 2016, with The Bank of New York
Mellon, London Branch, as trustee (the indenture, together with the third supplemental
indenture, the "Indenture").

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

Use of Proceeds
We will use the net proceeds from the sale of the Notes for general corporate purposes.

Conflicts of Interest
HSBC Securities (USA) Inc. is an affiliate of HSBC Holdings, and, as such, the offering
is being conducted in compliance with 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
A day on which commercial banks and foreign exchange markets settle payments and
are open for general business (including dealings in foreign exchange and foreign
currency deposits) in London, England, and in New York City, New York.

Governing Law
The Indenture and the Notes will be governed by, and construed in accordance with, the
laws of the State of New York. Any legal proceedings arising out of, or based upon, the
Indenture or the Notes may be instituted in any state or federal court in the Borough of
Manhattan in New York City, New York.

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RISK FACTORS
An investment in the Notes involves significant risk. Accordingly, you should consider carefully all of the information set forth in, or
incorporated by reference into, this prospectus supplement and the accompanying prospectus, including the section entitled "Risk Factors," 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-25 have the same meaning when used in this section.
Risks Relating to HSBC's Business
For information on risks relating to HSBC's business, you should read the risks described in the 2015 Form 20-F, including the section
entitled "Risk Factors" on pages 109a through 109l and the 2016 Interim Report, including the section entitled "Risk--Areas of Special Interest "
on pages 66 through 67 and Note 19 (Legal proceedings and regulatory matters) to the interim condensed consolidated financial statements
included therein on pages 139 through 145, which are incorporated by reference in this prospectus supplement, and/or similar disclosure in
subsequent filings incorporated by reference in this prospectus supplement.
Risks Relating to the Notes
Under the terms of the Notes, you will agree to be bound by the exercise of any UK bail-in power by the relevant UK resolution authority.
You will agree to be bound by the exercise of any UK bail-in power (as defined under "Description of the Notes--Definitions") and you
should consider the risk that you may lose all of your investment, including the principal amount plus any accrued interest, if the UK bail-in power
is acted upon or that any remaining outstanding Notes or securities into which the Notes are converted, including our ordinary shares, may be of
little value at the time of conversion and thereafter (as described under "--Risks Relating to the Notes--The Notes are the subject of the UK bail-
in power, which may result in your Notes being written down to zero or converted into other securities, including unlisted equity securities").
Specifically, by your acquisition of the Notes, you (which, for these purposes, includes each beneficial owner) will acknowledge, accept,
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