Obligation HSBC Holdings plc 3.262% ( US404280BJ78 ) en USD

HSBC Holdings plc

100 % ⇌

Royaume-Uni

US404280BJ78 ( en USD )

3.262% par an ( paiement semestriel )

13/03/2023 - Obligation échue

Prospectus brochure de l'obligation HSBC Holdings plc US404280BJ78 en USD 3.262%, échue

200 000 USD

2 500 000 000 USD

404280BJ7

A- ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

L'Obligation émise par HSBC Holdings plc ( Royaume-Uni ) , en USD, avec le code ISIN US404280BJ78, paye un coupon de 3.262% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 13/03/2023

L'Obligation émise par HSBC Holdings plc ( Royaume-Uni ) , en USD, avec le code ISIN US404280BJ78, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par HSBC Holdings plc ( Royaume-Uni ) , en USD, avec le code ISIN US404280BJ78, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 d349714d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-202420

PROSPECTUS SUPPLEMENT
(To prospectus dated February 22, 2017)

HSBC HOLDINGS PLC
$2,500,000,000 3.262% Fixed Rate/Floating Rate Senior Unsecured Notes due 2023
$2,500,000,000 4.041% Fixed Rate/Floating Rate Senior Unsecured Notes due 2028
We are offering $2,500,000,000 principal amount of 3.262% Fixed Rate/Floating Rate Senior Unsecured Notes due 2023 (the "2023 Notes") and $2,500,000,000 principal amount of 4.041% Fixed
Rate/Floating Rate Senior Unsecured Notes due 2028 (the "2028 Notes"). The Notes (as defined below) will be issued pursuant to the indenture dated as of August 26, 2009 (as amended or supplemented from time
to time), as amended and supplemented by a fourth supplemental indenture, which is expected to be entered into on March 13, 2017 (the indenture, together with the fourth supplemental indenture, the
"Indenture"). The "Notes" means either of the 2023 Notes or the 2028 Notes, as applicable.
From (and including) the issue date to (but excluding) March 13, 2022, we will pay interest semi-annually in arrear on the 2023 Notes on March 13 and September 13 of each year, beginning on September
13, 2017, at a rate of 3.262% per annum. Thereafter, we will pay interest quarterly in arrear on the 2023 Notes on March 13, June 13, September 13 and December 13, beginning on June 13, 2022, at a floating rate
equal to the three-month U.S. dollar London interbank offered rate, plus 1.055% per annum. The 2023 Notes will mature on March 13, 2023.
From (and including) the issue date to (but excluding) March 13, 2027, we will pay interest semi-annually in arrear on the 2028 Notes on March 13 and September 13 of each year, beginning on September
13, 2017, at a rate of 4.041% per annum. Thereafter, we will pay interest quarterly in arrear on the 2028 Notes on March 13, June 13, September 13 and December 13, beginning on June 13, 2027, at a floating rate
equal to the three-month U.S. dollar London interbank offered rate, plus 1.546% per annum. The 2028 Notes will mature on March 13, 2028.
We may redeem the 2023 Notes in whole (but not in part) on March 13, 2022 at 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the date of redemption.
We may redeem the 2028 Notes in whole (but not in part) on March 13, 2027 at 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the date of redemption.
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.
Upon the occurrence of a Loss Absorption Disqualification Event (as defined herein), the events of default and defaults under the Notes will be varied as described in this prospectus supplement.
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) will acknowledge, accept, consent and agree to be bound by the variation of the events
of default and defaults on the occurrence of a Loss Absorption Disqualification Event (including as may occur without any prior notice from us), without the need for us to obtain any further consent
from such noteholder. See "Description of the Notes--Events of Default and Defaults ."
By its acquisition of the Notes, each noteholder (which, for these purposes, includes each beneficial owner), to the extent permitted by the Trust Indenture Act of 1939, as amended, will waive
any and all claims, in law and/or in equity, against The Bank of New York Mellon, London Branch, as trustee, for, agree not to initiate a suit against the trustee in respect of, and agree that the trustee
will not be liable for, (i) 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 or (ii) in connection with the variation of the events of default and defaults on the occurrence of a Loss Absorption Disqualification Event.
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 -13.
Unless otherwise defined, terms that are defined in "Description of the Notes" beginning on page S -27 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 2023 Note
Total

Per 2028 Note
Total

Public Offering Price(1)

100.000%
$2,500,000,000

100.000%
$2,500,000,000
Underwriting Discount

0.325%
$
8,125,000

0.425%
$
10,625,000
Proceeds to us (before expenses)

99.675%
$2,491,875,000

99.575%
$2,489,375,000

(1)
Plus accrued interest, if any, from March 13, 2017.
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 13, 2017.
Sole Book-Running Manager
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HSBC
The date of this prospectus supplement is March 6, 2017.
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement
Prospectus

Page

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

3
Data
S-4
Presentation of Financial Information

3
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

3
Cautionary Statement Regarding Forward- Looking
Forward-Looking Statements

4
Statements
S-5
Where You Can Find More Information About Us

4
Where You Can Find More Information About Us
S-5
HSBC

6
Summary of the Offering
S-7
Risk Factors

7
Risk Factors
S-
Use of Proceeds

11
13
Consolidated Capitalisation and Indebtedness of HSBC
HSBC Holdings plc
S-
Holdings plc

12
21
Description of Debt Securities

16
Use of Proceeds
S-
Description of Contingent Convertible Securities

31
22
Description of Dollar Preference Shares

41
Consolidated Capitalization and Indebtedness of HSBC
S-
Description of Preference Share ADSs

47
Holdings plc
23
Description of Ordinary Shares

54
Description of the Notes
S-
Taxation

60
27
Underwriting (Conflicts of Interest)

70
Taxation
S-
Legal Opinions

73
40
Experts

73
Certain ERISA Considerations
S-
.
41
Underwriting (Conflicts of Interest)
S-
43
Legal Opinions
S-
51
Experts
S-
51

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Table of Contents
Prohibition of sales to EEA retail investors
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the European Economic Area (the "EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a
retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MiFID II"); (ii) a customer within the meaning of Directive
2002/92/EC ("IMD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not
a qualified investor as defined in the Prospectus Directive. Consequently no key information document required by Regulation (EU) No 1286/2014
(the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and
therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS
Regulation. The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU), and
includes any relevant implementing measure in any Member State.
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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
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

S-2
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Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order, (iii) are outside the United
Kingdom ("UK") or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the
Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or
caused to be communicated (all such persons together being referred to as "relevant persons"). This document is directed only at relevant persons
and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document
relates is available only to relevant persons and will be engaged in only with relevant persons.
This prospectus supplement has been prepared on the basis that any offer of the Notes in any Member State of 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 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.

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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, the "Notes" means either of the 2023 Notes or the 2028 Notes, 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. As of
December 31, 2016, there were no unendorsed standards effective for the year ended December 31, 2016 affecting our consolidated financial
statements included in our Annual Report on Form 20-F for the year ended December 31, 2016 filed with the SEC on February 21, 2017 (the
"2016 Form 20-F"), 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, 2016 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 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 UK,
(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 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 UK. The enforceability of any judgment in the
UK will depend on the particular facts of the case in effect at the time.

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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,"
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"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's ("Moody's") 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" contained in the 2016
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 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 2016 Form 20-F.

WHERE YOU CAN FIND MORE INFORMATION ABOUT US
We have filed with the SEC a post-effective amendment no.2 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 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 2016 Form 20-F.

S-5
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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
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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
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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
3.262% Fixed Rate/Floating Rate Senior Unsecured Notes due 2023 in an aggregate
principal amount of $2,500,000,000 (such series of notes, the "2023 Notes").

4.041% Fixed Rate/Floating Rate Senior Unsecured Notes due 2028 in an aggregate

principal amount of $2,500,000,000 (such series of notes, the "2028 Notes").

Issue Date
March 13, 2017.
Terms Specific to the 2023 Notes:

Interest
From (and including) the issue date to (but excluding) March 13, 2022 (the "2023 Notes
Fixed Rate Period"), interest on the 2023 Notes will be payable at a rate of 3.262% per
annum (the "2023 Notes Initial Interest Rate").

From (and including) March 13, 2022 (the "2023 Notes Floating Rate Period"), the interest
rate on the 2023 Notes will be equal to the three-month U.S. dollar London interbank

offered rate ("LIBOR"), as determined on the applicable 2023 Notes Interest Determination
Date (as defined below), plus 1.055% per annum. The interest rate on the 2023 Notes will
be reset quarterly on each 2023 Notes Interest Reset Date (as defined below).

Interest Payment Dates
During the 2023 Notes Fixed Rate Period, interest on the 2023 Notes will be payable semi-
annually in arrear on March 13 and September 13 of each year, beginning on September 13,
2017.

During the 2023 Notes Floating Rate Period, interest on the 2023 Notes will be payable

quarterly in arrear on March 13, June 13, September 13 and December 13, beginning on
June 13, 2022 (each, a "2023 Notes Floating Rate Period Interest Payment Date").

Interest Reset Dates
March 13, June 13, September and December 13, beginning on March 13, 2022 (each, a
"2023 Notes Interest Reset Date").

Floating Rate Interest Periods
During the 2023 Notes Floating Rate Period, the period beginning on (and including) a
2023 Notes Floating Rate Period Interest Payment Date and ending on (but excluding) the
next succeeding 2023 Notes Floating Rate Period Interest Payment Date; provided that the
first floating rate interest period will begin on March 13, 2022 and will end on (but
exclude) the first 2023 Notes Floating Rate Period Interest Payment Date.

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Interest Determination Date
The second London banking day preceding the applicable 2023 Notes Interest Reset Date
(the "2023 Notes Interest Determination Date").
"London banking day" means any day on which dealings in U.S. dollars are transacted in
the London interbank market.

Optional Redemption
We may redeem the 2023 Notes in whole (but not in part) in our sole discretion on March
13, 2022 at a redemption price equal to 100% of their principal amount plus any accrued
and unpaid interest to (but excluding) the date of redemption. See "Risk Factors--We may
redeem the Notes on the optional redemption date and for certain tax reasons."

Maturity Date
The 2023 Notes will mature on March 13, 2023.
Terms Specific to the 2028 Notes:

Interest
From (and including) the issue date to (but excluding) March 13, 2027 (the "2028 Notes
Fixed Rate Period"), interest on the 2028 Notes will be payable at a rate of 4.041% per
annum (the "2028 Notes Initial Interest Rate").

From (and including) March 13, 2027 (the "2028 Notes Floating Rate Period"), the interest
rate on the 2028 Notes will be equal to LIBOR, as determined on the applicable 2028

Notes Interest Determination Date (as defined below), plus 1.546% per annum. The
interest rate on the 2028 Notes will be reset quarterly on each 2028 Notes Interest Reset
Date (as defined below).

Interest Payment Dates
During the 2028 Notes Fixed Rate Period, interest on the 2028 Notes will be payable semi-
annually in arrear on March 13 and September 13 of each year, beginning on September 13,
2017.

During the 2028 Notes Floating Rate Period, interest on the 2028 Notes will be payable

quarterly in arrear on March 13, June 13, September 13 and December 13, beginning on
June 13, 2027 (each, a "2028 Notes Floating Rate Period Interest Payment Date").

Interest Reset Dates
March 13, June 13, September 13 and December 13, beginning on March 13, 2027 (each, a
"2028 Notes Interest Reset Date").

Floating Rate Interest Periods
During the 2028 Notes Floating Rate Period, the period beginning on (and including) a
2028 Notes Floating Rate Period Interest Payment Date and ending on (but excluding) the
next succeeding 2028 Notes Floating Rate Period Interest Payment Date; provided that the
first floating rate interest period will begin on March 13, 2027 and will end on (but
exclude) the first 2028 Notes Floating Rate Period Interest Payment Date.

Interest Determination Date
The second London banking day preceding the applicable 2028 Notes Interest Reset Date
(the "2028 Notes Interest Determination Date").

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Maturity Date
The 2028 Notes will mature on March 13, 2028.
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Terms Applicable to each Series of Notes:

Tax Event Redemption
We may redeem the Notes in whole (but not in part) in our sole discretion upon the
occurrence of certain tax events. See "Risk Factors--Risks Relating to the Notes--We may
redeem the Notes on the optional redemption date and for certain tax reasons." The
redemption price will be equal to 100% of their principal amount plus any accrued and
unpaid interest to (but excluding) the date of redemption. See "Description of Debt
Securities--Redemption" in the accompanying prospectus.

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

Redemption Conditions
Any redemption of the Notes is subject to the regulatory consent described under
"Description of the Notes--Redemption ."
Any redemption of the Notes will be subject to our giving prior notice to the noteholders as described under "Description of Debt Securities--
Redemption" in the accompanying prospectus.

Events of Default and Defaults
Upon the occurrence of a Loss Absorption Disqualification Event (as defined under
"Description of the Notes--Loss Absorption Disqualification Event") you will lose the
right to request the trustee to declare the principal amount and accrued but unpaid
payments with respect to the Notes to be due and payable in the case of non-payment of
principal or interest on the Notes after a 30-day grace period. After such event, payment of
the principal amount of the Notes will be accelerated only upon certain events of a
winding-up, as described under "Description of the Notes--Events of Default and Defaults
--After a Loss Absorption Disqualification Event."
By its acquisition of the Notes, each noteholder (which, for these purposes, includes each
beneficial owner) will acknowledge, accept, consent and agree to be bound by the variation
of the events of default and defaults on the occurrence of a Loss Absorption
Disqualification Event (including as may occur without any prior notice from us), without
the need for us to obtain any further consent from such noteholder. See "Description of the
Notes--Events of Default and Defaults."

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

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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 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
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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.

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 Interest Determination Date, LIBOR will be the rate (expressed
as a percentage per annum) for deposits in U.S. dollars having a maturity of three
months commencing on the related Interest Reset Date that appears on Reuters Page

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

(2)
With respect to an Interest Determination Date on which no rate appears on 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
Interest Reset Date, to prime banks in the London interbank market at
approximately 11:00 a.m., London time, on that Interest Determination Date and in

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

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Interest Reset Date, and in a principal amount that is representative for a single
transaction in U.S. dollars in that market at that time. If at least two such rates are
so provided, LIBOR on the Interest Determination Date will be the arithmetic mean

of such rates. If fewer than two such rates are so provided, LIBOR on the Interest
Determination Date will be LIBOR in effect with respect to the immediately
preceding Interest Determination Date or, in the case of the initial Interest
Determination Date, the Initial Interest Rate.

"Interest Determination Date" means either the 2023 Notes Interest Determination Date or the 2028 Notes Interest Determination Date, as
applicable.

"Interest Reset Date" means either a 2023 Notes Interest Reset Date or a 2028 Notes

Interest Reset Date, as applicable.

"Initial Interest Rate" means either the 2023 Notes Initial Interest Rate or the 2028 Notes

Initial Interest Rate, as applicable.

"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.

Payment of Additional Amounts
We will pay additional amounts in respect of the Notes, in the circumstances described
under "Description of the Notes--Additional Amounts."

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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 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.

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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 and amended by a fourth supplemental
indenture, which is expected to be entered into on March 13, 2017, with The Bank of New
York Mellon, London Branch, as trustee (the indenture, together with the fourth
supplemental indenture, the "Indenture").

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

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 March 13, 2017.

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
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Document Outline

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