Obligation HSBC Holdings plc 3.033% ( US404280BM08 ) en USD

HSBC Holdings plc

99.866 % ⇌

Royaume-Uni

US404280BM08 ( en USD )

3.033% par an ( paiement semestriel )

22/11/2023 - Obligation échue

Prospectus brochure de l'obligation HSBC Holdings plc US404280BM08 en USD 3.033%, échue

200 000 USD

1 000 000 000 USD

404280BM0

A- ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

L'Obligation émise par HSBC Holdings plc ( Royaume-Uni ) , en USD, avec le code ISIN US404280BM08, paye un coupon de 3.033% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 22/11/2023

L'Obligation émise par HSBC Holdings plc ( Royaume-Uni ) , en USD, avec le code ISIN US404280BM08, 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 US404280BM08, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

PROSPECTUS SUPPLEMENT
(To prospectus dated February 22, 2017)
HSBC HOLDINGS PLC
$1,000,000,000 3.033% Fixed Rate/Floating Rate Senior Unsecured Notes due 2023
We are offering $1,000,000,000 principal amount of 3.033% Fixed Rate/Floating Rate Senior Unsecured Notes due 2023 (the "Notes"). The Notes 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 fifth
supplemental indenture, which is expected to be entered into on November 22, 2017 (the indenture, together with the fifth supplemental indenture, the
"Indenture").
From (and including) the issue date to (but excluding) November 22, 2022, we will pay interest semi-annually in arrear on the Notes on May 22 and
November 22 of each year, beginning on May 22, 2018, at a rate of 3.033% per annum. Thereafter, we will pay interest quarterly in arrear on the Notes on
February 22, May 22, August 22 and November 22, beginning on February 22, 2023, at a floating rate equal to the three-month U.S. dollar London interbank
offered rate ("LIBOR"), plus 0.923% per annum. The Notes will mature on November 22, 2023.
We may redeem the Notes in whole (but not in part) on November 22, 2022 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-12.
Unless otherwise defined, terms that are defined in "Description of the Notes" beginning on page S-28 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 Note
Total
Public Offering Price(1)
100.000%
$1,000,000,000
Underwriting Discount
0.300%
$
3,000,000
Proceeds to us (before expenses)
99.700%
$ 997,000,000
(1) Plus accrued interest, if any, from November 22, 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 S.A. and Euroclear Bank SA/NV on or about November 22, 2017.
Sole Book-Running Manager
HSBC
The date of this prospectus supplement is November 15, 2017.

TABLE OF CONTENTS
Prospectus Supplement
Prospectus
Page
Page
Certain Definitions and Presentation of
About This Prospectus
3
Financial and Other Data
S-4
Presentation of Financial Information
3
Limitations on Enforcement of US Laws
Limitation on Enforcement of US Laws
against Us, our Management and Others
S-4
against Us, our Management and Others
3
Cautionary Statement Regarding Forward-
Forward-Looking Statements
4
Looking Statements
S-5
Where You Can Find More Information About
Where You Can Find More Information
Us
4
About Us
S-5
HSBC
6
Summary of the Offering
S-7
Risk Factors
7
Risk Factors
S-12
Use of Proceeds
11
HSBC Holdings plc
S-20
Consolidated Capitalization and Indebtedness
Use of Proceeds
S-21
of HSBC Holdings plc
12
Consolidated Capitalization and Indebtedness
Description of Debt Securities
16
of HSBC Holdings plc
S-24
Description of Contingent Convertible
Description of the Notes
S-28
Securities
31
Taxation
S-40
Description of Dollar Preference Shares
41
Certain ERISA Considerations
S-41
Description of Preference Share ADSs
47
Underwriting (Conflicts of Interest)
S-43
Description of Ordinary Shares
54
Legal Opinions
S-50
Taxation
60
Experts
S-50
Underwriting (Conflicts of Interest)
70
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.
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 as of June 30, 2017, there were no unendorsed
standards effective for the period ended June 30, 2017 affecting our interim condensed consolidated financial
statements, included in our Interim Report for the six-month period ended June 30, 2017 furnished under cover of
Form 6-K to the SEC on July 31, 2017 (the "2017 Interim Report"). As of December 31, 2016 and June 30, 2017,
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 and the
six-month period ended July 31, 2017 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 currency introduced at the start of the third
stage of European economic and monetary union, and as defined in Article 2 of Council Regulation (EC)
No. 974/98 of 3 May 1998 on the introduction of the euro, 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, (vi) "JPY" are to the lawful currency of Japan and (vii) "SGD" are to the lawful
currency of Singapore.
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
S-4

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.
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 and the 2017 Interim Report. 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, the Form 6-K furnished to the SEC on
May 4, 2017 (furnishing our earnings release for the three-month period ended March 31, 2017) (the "2017 Q1
Earnings Release"), the 2017 Interim Report and the Form 6-K furnished to the SEC on October 30, 2017
(furnishing our earnings release for the nine-month period ended September 30, 2017) (the "2017 Q3 Earnings
Release").
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
S-5

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, the 2017 Q1 Earnings Release, the
2017 Interim Report and the 2017 Q3 Earnings Release.
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-28 have the same meaning when used in this summary.
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . HSBC Holdings plc.
Securities Offered . . . . . . . . . . . . . . . . . 3.033% Fixed Rate/Floating Rate Senior Unsecured Notes due 2023
in an aggregate principal amount of $1,000,000,000 (such series of
notes, the "Notes").
Issue Date . . . . . . . . . . . . . . . . . . . . . . . . November 22, 2017.
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . From (and including) the issue date to (but excluding) November 22,
2022 (the "Fixed Rate Period"), interest on the Notes will be payable
at a rate of 3.033% per annum (the "Initial Interest Rate").
From (and including) November 22, 2022 (the "Floating Rate
Period"), the interest rate on the Notes will be equal to the three-
month U.S. dollar London interbank offered rate ("LIBOR"), as
determined on the applicable Interest Determination Date (as defined
below), plus 0.923% per annum. The interest rate on the Notes will be
reset quarterly on each Interest Reset Date (as defined below).
Interest Payment Dates . . . . . . . . . . . . . During the Fixed Rate Period, interest on the Notes will be payable
semi-annually in arrear on May 22 and November 22 of each year,
beginning on May 22, 2018.
During the Floating Rate Period, interest on the Notes will be payable
quarterly in arrear on February 22, May 22, August 22 and
November 22, beginning on February 22, 2023 (each, a "Floating
Rate Period Interest Payment Date").
Interest Reset Dates . . . . . . . . . . . . . . . . February 22, May 22, August 22 and November 22, beginning on
November 22, 2022 (each, an "Interest Reset Date").
Floating Rate Interest Periods . . . . . . . During the Floating Rate Period, the period beginning on (and
including) a Floating Rate Period Interest Payment Date and ending
on (but excluding) the next succeeding Floating Rate Period Interest
Payment Date; provided that the first floating rate interest period will
begin on November 22, 2022 and will end on (but exclude) the first
Floating Rate Period Interest Payment Date.
Interest Determination Date . . . . . . . . . The second London banking day preceding the applicable Interest
Reset Date (the "Interest Determination Date").
"London banking day" means any day on which dealings in U.S.
dollars are transacted in the London interbank market.
S-7

Optional Redemption . . . . . . . . . . . . . . We may redeem the Notes in whole (but not in part) in our sole
discretion on November 22, 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."
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.
Maturity Date . . . . . . . . . . . . . . . . . . . . The Notes will mature on November 22, 2023.
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 and
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 Bail-in Power . . . . . . 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
S-8

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, 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.
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 defined below) 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, 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 (the "London Reference Banks"), 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
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