Obligation HSBC Holdings plc 0% ( US404280BW89 ) en USD

HSBC Holdings plc

100.451 % ▼

Royaume-Uni

US404280BW89 ( en USD )

12/09/2026

Prospectus brochure de l'obligation HSBC Holdings plc US404280BW89 en USD 0%, échéance 12/09/2026

200 000 USD

750 000 000 USD

404280BW8

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

L'Obligation émise par HSBC Holdings plc ( Royaume-Uni ) , en USD, avec le code ISIN US404280BW89, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 12/09/2026

L'Obligation émise par HSBC Holdings plc ( Royaume-Uni ) , en USD, avec le code ISIN US404280BW89, a été notée A3 ( 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 US404280BW89, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

PROSPECTUS SUPPLEMENT
(To prospectus dated February 23, 2018)
HSBC Holdings plc
$2,500,000,000 4.292% Fixed Rate/Floating Rate Senior Unsecured Notes due 2026
$2,000,000,000 Floating Rate Senior Unsecured Notes due 2021
$750,000,000 Floating Rate Senior Unsecured Notes due 2026
We are offering $2,500,000,000 principal amount of 4.292% Fixed Rate/Floating Rate Senior Unsecured Notes due 2026 (the "Fixed/Floating Rate Notes"),
$2,000,000,000 principal amount of Floating Rate Senior Unsecured Notes due 2021 (the "2021 Floating Rate Notes") and $750,000,000 principal amount of Floating Rate
Senior Unsecured Notes due 2026 (the "2026 Floating Rate Notes"). The Notes (as defined below) will be issued pursuant to the indenture dated as of August 26, 2009 (as
amended or supplemented from time to time), as amended and supplemented by a ninth supplemental indenture, which is expected to be entered into on September 12, 2018
(the indenture, together with the ninth supplemental indenture, the "Indenture"). The "Notes" means any of the Fixed/Floating Rate Notes, the 2021 Floating Rate Notes or the
2026 Floating Rate Notes, as applicable.
From (and including) the issue date to (but excluding) September 12, 2025, we will pay interest semi-annually in arrear on the Fixed/Floating Rate Notes on March 12 and
September 12 of each year, beginning on March 12, 2019, at a rate of 4.292% per annum. Thereafter, we will pay interest quarterly in arrear on the Fixed/Floating Rate Notes
on December 12, 2025, March 12, 2026, June 12, 2026 and September 12, 2026 at a floating rate equal to the three-month U.S. dollar London interbank offered rate
("LIBOR"), plus 1.34771% per annum. The Fixed/Floating Rate Notes will mature on September 12, 2026.
We will pay interest quarterly in arrear on the 2021 Floating Rate Notes on March 12, June 12, September 12 and December 12 of each year, beginning on December 12,
2018, at a floating rate equal to three-month LIBOR, plus 0.650% per annum. The 2021 Floating Rate Notes will mature on September 11, 2021.
We will pay interest quarterly in arrear on the 2026 Floating Rate Notes on March 12, June 12, September 12 and December 12 of each year, beginning on December 12,
2018, at a floating rate equal to three-month LIBOR, plus 1.380% per annum. The 2026 Floating Rate Notes will mature on September 12, 2026.
If LIBOR ceases to be calculated or administered for publication, the Independent Financial Adviser (as defined herein) or, if we are unable to appoint the Independent
Financial Adviser or if the Independent Financial Adviser fails to determine an alternative rate prior to the relevant date, we may select an Alternative Base Rate (as defined
herein) and the manner in which the floating interest rate is calculated or determined may be varied, as described in this prospectus supplement.
We may redeem the Fixed/Floating Rate Notes, the 2021 Floating Rate Notes and the 2026 Floating Rate Notes on September 12, 2025, September 11, 2020 and
September 12, 2025, respectively, in each case, 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.
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 Independent Financial Adviser's or our determination of the Alternative Base Rate, the Alternative Screen Page (as defined herein) and any Floating
Rate Calculation Changes (as defined herein), including as may occur without any prior notice from us and without the need for us to obtain any further consent
from such noteholder.
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.
The Notes are not deposit liabilities of HSBC Holdings plc and are not covered by the United Kingdom Financial Services Compensation Scheme or insured by
the U.S. Federal Deposit Insurance Corporation or any other governmental agency of the United Kingdom, the United States or any other jurisdiction.
Investing in the Notes involves certain risks. See "Risk Factors" beginning on Page S-16.
Singapore Securities and Futures Act Product Classification--Solely for the purposes of its obligations pursuant to Sections 309B(1)(a) and 309B(1)(c) of the
Securities and Futures Act (Chapter 289 of Singapore) (the "SFA"), we have determined, and hereby notify all relevant persons (as defined in Section 309A of the
SFA) that the Notes are "prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and
"Excluded Investment Products" (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
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 Fixed/
Per 2021
Per 2026
Floating Rate Note
Total
Floating Rate Note
Total
Floating Rate Note
Total
Public Offering Price(1)
100.000%
$2,500,000,000
100.000%
$2,000,000,000
100.000%
$750,000,000
Underwriting Discount
0.375%
$
9,375,000
0.175%
$
3,500,000
0.375%
$
2,812,500
Proceeds to us (before expenses)
99.625%
$2,490,625,000
99.825%
$1,996,500,000
99.625%
$747,187,500
(1) Plus accrued interest, if any, from September 12, 2018.
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 September 12, 2018.
Sole Book-Running Manager
HSBC
The date of this prospectus supplement is September 5, 2018.

TABLE OF CONTENTS
Prospectus Supplement
Prospectus
Page
Page
Certain Definitions and Presentation of
About This Prospectus
2
Financial and Other Data
S-4
Presentation of Financial Information
2
Limitations on Enforcement of U.S. 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-
Cautionary Statement Regarding Forward-
Looking Statements
S-5
Looking Statements
3
Where You Can Find More Information
Where You Can Find More Information About
About Us
S-5
Us
3
Summary of the Offering
S-7
HSBC
5
Risk Factors
S-16
Risk Factors
6
HSBC Holdings plc
S-25
Use of Proceeds
11
Use of Proceeds
S-26
Consolidated Capitalization and Indebtedness
Consolidated Capitalization and Indebtedness
of HSBC Holdings plc
12
of HSBC Holdings plc
S-27
Description of Debt Securities
13
Description of the Notes
S-28
Description of Contingent Convertible
Taxation
S-44
Securities
29
Certain ERISA Considerations
S-45
Description of Dollar Preference Shares
40
Underwriting (Conflicts of Interest)
S-47
Description of Preference Share ADSs
46
Legal Opinions
S-55
Description of Ordinary Shares
54
Experts
S-55
Taxation
60
Underwriting (Conflicts of Interest)
71
Legal Opinions
74
Experts
74
S-1

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 stabilization, if
commenced, may be effected on any stock exchange, over-the-counter market or otherwise, in accordance
with all applicable laws and rules.
You should not invest in the Notes unless you have the knowledge and expertise (either alone or with a
financial adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on the
value of the Notes due to the likelihood of an exercise of the UK bail-in power and the impact this investment
will have on your overall investment portfolio. Prior to making an investment decision, you should consider
carefully, in light of your own financial circumstances and investment objectives, all the information contained in
this prospectus supplement and the accompanying prospectus and incorporated by reference herein and therein.
This document is for distribution only to persons who (i) have professional experience in matters relating to
investments and who fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within
Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion
Order, (iii) are outside the United Kingdom ("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 European Economic Area (the "EEA") will be made pursuant to an exemption under the Prospectus
Directive from the requirement to produce a prospectus for offers of the Notes. Accordingly, any person making
or intending to make an offer in that Member State of the Notes which are the subject of an offering
contemplated in this prospectus supplement as completed by final terms in relation to the offer of those Notes
S-2

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 the Notes through any financial
intermediary, other than offers made by the underwriters, which constitute the final placement of the Notes
contemplated in this prospectus supplement. The expression "Prospectus Directive" means Directive 2003/71/EC
(and amendments thereto, including Directive 2010/73/EU), and includes any relevant implementing measure in
any Member State.
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: (i) the "Notes" means any of the Fixed/Floating Rate Notes, the
2021 Floating Rate Notes or the 2026 Floating Rate Notes, as applicable; (ii) an "Interest Determination Date"
means any of a Floating Rate Period Interest Determination Date, a 2021 FRN Interest Determination Date or a
2026 FRN Interest Determination Date, as applicable; (iii) an "Interest Reset Date" means any of a Floating Rate
Period Interest Reset Date, a 2021 FRN Interest Reset Date or a 2026 FRN Interest Reset Date, as applicable;
(iv) the "Initial Interest Rate" means any of the Fixed/Floating Initial Interest Rate, the 2021 FRN Initial Interest
Rate or the 2026 FRN Initial Interest Rate, as applicable; (v) an "Interest Period" means any of a Floating Rate
Interest Period, a 2021 FRN Interest Period or a 2026 FRN Interest Period, as applicable; and (vi) the "Margin"
means any of the Floating Rate Period Margin, the 2021 FRN Margin or the 2026 FRN Margin, 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 (the
"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,
2017, there were no unendorsed standards effective for the year ended December 31, 2017 affecting our
consolidated financial statements included in our Annual Report on Form 20-F for the year ended December 31,
2017 filed with the SEC on February 20, 2018 (the "2017 Form 20-F"), and as of June 30, 2018, there were no
unendorsed standards effective for the period ended June 30, 2018 affecting our interim condensed consolidated
financial statements, included in our Interim Report for the six-month period ended June 30, 2018, furnished
under cover of Form 6-K to the SEC on August 6, 2018 (the "2018 Interim Report"). As of December 31, 2017
and June 30, 2018 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,
2017 and the six-month period ended June 30, 2018 were prepared in accordance with IFRSs as issued by the
IASB.
We use the U.S. dollar as our presentation currency in our consolidated financial statements because the
U.S. 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) "U.S. dollars," "US$," "dollars" or "$" are to the lawful
currency of the United States of America and (ii) "pounds sterling" are to the lawful currency of the UK.
LIMITATIONS ON ENFORCEMENT OF U.S. 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
S-4

persons are located outside the United States. As a result, it may not be possible for you to effect service of
conversion and thereafter. In addition, trading behavior, including prices and volatility, may be affected by the
process within the United States upon these persons or to enforce against them or us in U.S. courts judgments
obtained in U.S. 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 U.S. 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: 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 2017 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 2017 Form 20-F, the Form 6-K furnished to the
SEC on May 4, 2018 (furnishing our earnings release for the three-month period ended March 31, 2018) (the
"2018 Q1 Earnings Release") and the 2018 Interim Report.
WHERE YOU CAN FIND MORE INFORMATION ABOUT US
We have filed with the SEC a registration statement on Form F-3 (No. 333-223191) (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
S-5

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 2017 Form 20-F, the Form 6-K furnished to the
SEC on February 27, 2018 (furnishing the IFRS 9 transition report), the Form 6-K furnished to the SEC on
April 20, 2018 (furnishing the changes to our articles of association and the corresponding amendments to certain
registration statements on Form F-3, including the Registration Statement), the 2018 Q1 Earnings Release and
the 2018 Interim Report.
In addition, all documents filed by us with the SEC pursuant to Sections 13(a), 13(c) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, to the extent expressly stated therein,
certain reports on Form 6-K furnished by us after the date of this prospectus supplement will also be deemed to
be incorporated by reference in this prospectus supplement and the accompanying prospectus from the date of
filing of such documents. Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein will be deemed to be modified or superseded for purposes of this prospectus
supplement and the accompanying prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so
modified or superseded, to constitute a part of this prospectus supplement and the accompanying prospectus and
to be a part hereof from the date of filing of such document.
You may request a copy of these documents at no cost to you by writing or telephoning us at either of the
following addresses:
Group Company Secretary HSBC Holdings plc
8 Canada Square
London E14 5HQ
United Kingdom
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 . . . . . . . . . . . . . . . . . 4.292% Fixed Rate/Floating Rate Senior Unsecured Notes due 2026
in an aggregate principal amount of $2,500,000,000 (such series of
notes, the "Fixed/Floating Rate Notes").
Floating Rate Senior Unsecured Notes due 2021 in an aggregate
principal amount of $2,000,000,000 (such series of notes, the "2021
Floating Rate Notes").
Floating Rate Senior Unsecured Notes due 2026 in an aggregate
principal amount of $750,000,000 (such series of notes, the "2026
Floating Rate Notes").
Issue Date . . . . . . . . . . . . . . . . . . . . . . . . September 12, 2018.
Terms Specific to the Fixed/Floating Rate Notes:
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . From (and including) the issue date to (but excluding) September 12,
2025 (the "Fixed Rate Period"), interest on the Fixed/Floating Rate
Notes will be payable at a rate of 4.292% per annum (the "Fixed/
Floating Initial Interest Rate").
From (and including) September 12, 2025 (the "Floating Rate
Period"), the interest rate on the Fixed/Floating Rate Notes will be
equal to the three-month U.S. dollar London interbank offered rate
("LIBOR"), as determined on the applicable Floating Rate Period
Interest Determination Date (as defined below), plus 1.34771% per
annum (the "Floating Rate Period Margin"). The interest rate on the
Fixed/Floating Rate Notes will be reset quarterly on each Floating
Rate Period Interest Reset Date (as defined below).
Interest Payment Dates . . . . . . . . . . . . . During the Fixed Rate Period, interest on the Fixed/Floating Rate
Notes will be payable semi-annually in arrear on March 12 and
September 12 of each year, beginning on March 12, 2019.
During the Floating Rate Period, interest on the Fixed/Floating Rate
Notes will be payable quarterly in arrear on December 12, 2025,
March 12, 2026, June 12, 2026 and September 12, 2026 (each, a
"Floating Rate Period Interest Payment Date").
Floating Rate Interest Reset Dates . . . September 12, 2025, December 12, 2025, March 12, 2026 and June
12, 2026 (each, a "Floating Rate Period 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
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on (but excluding) the next succeeding Floating Rate Period Interest
Payment Date (each, a "Floating Rate Interest Period"); provided that
the first Floating Rate Interest Period will begin on September 12,
2025 and will end on (but exclude) the first Floating Rate Period
Interest Payment Date.
Floating Rate Interest Determination
Dates . . . . . . . . . . . . . . . . . . . . . . . . . . The second London banking day preceding the applicable Floating
Rate Period Interest Reset Date (each, a "Floating Rate Period Interest
Determination Date").
Optional Redemption . . . . . . . . . . . . . . We may redeem the Fixed/Floating Rate Notes in whole (but not in
part) in our sole discretion on September 12, 2025, 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 an optional redemption date
and for certain tax reasons."
Maturity Date . . . . . . . . . . . . . . . . . . . . The Fixed/Floating Rate Notes will mature on September 12, 2026.
Terms Specific to the 2021 Floating Rate Notes:
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . The initial interest rate on the 2021 Floating Rate Notes for the first
2021 FRN Interest Period (as defined below) will be equal to three-
month LIBOR, as determined on September 10 , 2018 (which will be
the second London banking day preceding the issue date), plus
0.650% per annum (such initial interest rate, the "2021 FRN Initial
Interest Rate"). Thereafter, the interest rate on the 2021 Floating Rate
Notes for any 2021 FRN Interest Period will be LIBOR, as
determined on the applicable 2021 FRN Interest Determination Date
(as defined below), plus 0.650% per annum (the "2021 FRN
Margin"). The interest rate on the 2021 Floating Rate Notes will be
reset quarterly on each 2021 FRN Interest Reset Date (as defined
below).
Interest Payment Dates . . . . . . . . . . . . . Interest on the 2021 Floating Rate Notes will be payable quarterly in
arrear on March 12, June 12, September 12 and December 12 of each
year, beginning on December 12, 2018 (each, a "2021 FRN Interest
Payment Date").
Interest Reset Dates . . . . . . . . . . . . . . . . March 12, June 12, September 12 and December 12 of each year,
beginning on December 12, 2018 (each, a "2021 FRN Interest Reset
Date"); provided that the interest rate in effect from (and including)
September 12, 2018 to (but excluding) the first 2021 FRN Interest
Reset Date will be the 2021 FRN Initial Interest Rate.
Interest Periods . . . . . . . . . . . . . . . . . . . The period beginning on (and including) a 2021 FRN Interest
Payment Date and ending on (but excluding) the next succeeding
2021 FRN Interest Payment Date (each, a "2021 FRN Interest
Period"); provided that the first 2021 FRN Interest Period will begin
on September 12, 2018 and will end on (but exclude) the first 2021
FRN Interest Payment Date.
Interest Determination Dates . . . . . . . . The second London banking day preceding the applicable 2021 FRN
Interest Reset Date (each, a "2021 FRN Interest Determination Date").
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Optional Redemption . . . . . . . . . . . . . . We may redeem the 2021 Floating Rate Notes in whole (but not in
part) in our sole discretion on September 11, 2020 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 an optional redemption date
and for certain tax reasons."
Maturity Date . . . . . . . . . . . . . . . . . . . . The 2021 Floating Rate Notes will mature on September 11, 2021.
Terms Specific to the 2026 Floating Rate Notes:
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . The initial interest rate on the 2026 Floating Rate Notes for the first
2026 FRN Interest Period (as defined below) will be equal to three-
month LIBOR, as determined on September 10, 2018 (which will be
the second London banking day preceding the issue date), plus
1.380% per annum (such initial interest rate, the "2026 FRN Initial
Interest Rate"). Thereafter, the interest rate on the 2026 Floating Rate
Notes for any 2026 FRN Interest Period will be LIBOR, as
determined on the applicable 2026 FRN Interest Determination Date
(as defined below), plus 1.380% per annum (the "2026 FRN
Margin"). The interest rate on the 2026 Floating Rate Notes will be
reset quarterly on each 2026 FRN Interest Reset Date (as defined
below).
Interest Payment Dates . . . . . . . . . . . . . Interest on the 2026 Floating Rate Notes will be payable quarterly in
arrear on March 12, June 12, September 12 and December 12 of each
year, beginning on December 12, 2018 (each, a "2026 FRN Interest
Payment Date").
Interest Reset Dates . . . . . . . . . . . . . . . . March 12, June 12, September 12 and December 12 of each year,
beginning on December 12, 2018 (each, a "2026 FRN Interest Reset
Date"); provided that the interest rate in effect from (and including)
September 12, 2018 to (but excluding) the first 2026 FRN Interest
Reset Date will be the 2026 FRN Initial Interest Rate.
Interest Periods . . . . . . . . . . . . . . . . . . . The period beginning on (and including) a 2026 FRN Interest
Payment Date and ending on (but excluding) the next succeeding
2026 FRN Interest Payment Date (each, a "2026 FRN Interest
Period"); provided that the first 2026 FRN Interest Period will begin
on September 12, 2018 and will end on (but exclude) the first 2026
FRN Interest Payment Date.
Interest Determination Dates . . . . . . . . The second London banking day preceding the applicable 2026 FRN
Interest Reset Date (each, a "2026 FRN Interest Determination Date").
Optional Redemption . . . . . . . . . . . . . . We may redeem the 2026 Floating Rate Notes in whole (but not in
part) in our sole discretion on September 12, 2025 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 an optional redemption date
and for certain tax reasons."
Maturity Date . . . . . . . . . . . . . . . . . . . . The 2026 Floating Rate Notes will mature on September 12, 2026.
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