Obligation HSBC Holdings plc 4.041% ( US404280BK42 ) en USD

HSBC Holdings plc

100 % ⇌

Royaume-Uni

US404280BK42 ( en USD )

4.041% par an ( paiement semestriel )

13/03/2028

Prospectus brochure de l'obligation HSBC Holdings plc US404280BK42 en USD 4.041%, échéance 13/03/2028

200 000 USD

2 500 000 000 USD

404280BK4

A- ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

13/09/2024 ( Dans 121 jours )

L'Obligation émise par HSBC Holdings plc ( Royaume-Uni ) , en USD, avec le code ISIN US404280BK42, paye un coupon de 4.041% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 13/03/2028

L'Obligation émise par HSBC Holdings plc ( Royaume-Uni ) , en USD, avec le code ISIN US404280BK42, 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 US404280BK42, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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
HSBC
The date of this prospectus supplement is March 6, 2017.

TABLE OF CONTENTS
Prospectus Supplement
Prospectus
Page
Page
Certain Definitions and Presentation of Financial and
About This Prospectus
3
Other Data
S-4
Presentation of Financial Information
3
Limitations on Enforcement of US Laws against Us,
Limitation on Enforcement of US Laws against Us, our
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-13
Use of Proceeds
11
HSBC Holdings plc
S-21
Consolidated Capitalisation and Indebtedness of HSBC
Use of Proceeds
S-22
Holdings plc
12
Consolidated Capitalization and Indebtedness of HSBC
Description of Debt Securities
16
Holdings plc
S-23
Description of Contingent Convertible Securities
31
Description of the Notes
S-27
Description of Dollar Preference Shares
41
Taxation
S-40
Description of Preference Share ADSs
47
Certain ERISA Considerations
S-41
Description of Ordinary Shares
54
Underwriting (Conflicts of Interest)
S-43
Taxation
60
Legal Opinions
S-51
Underwriting (Conflicts of Interest)
70
Experts
S-51
Legal Opinions
73
Experts
73
.
S-1

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.
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

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.
S-3

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.
S-4

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'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

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
Attn: Company Secretary
Tel: +1-212-525-5000
S-6

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.
S-7

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").
S-8