Obligation HSBC Holdings plc 3.973% ( US404280CC17 ) en USD

HSBC Holdings plc

89.448 % ▼

Royaume-Uni

US404280CC17 ( en USD )

3.973% par an ( paiement semestriel )

22/05/2030

Prospectus brochure de l'obligation HSBC Holdings plc US404280CC17 en USD 3.973%, échéance 22/05/2030

200 000 USD

3 000 000 000 USD

404280CC1

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

22/05/2024 ( Dans 7 jours )

L'Obligation émise par HSBC Holdings plc ( Royaume-Uni ) , en USD, avec le code ISIN US404280CC17, paye un coupon de 3.973% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 22/05/2030

L'Obligation émise par HSBC Holdings plc ( Royaume-Uni ) , en USD, avec le code ISIN US404280CC17, 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 US404280CC17, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 d740576d424b5.htm 424B5
Table of Contents
CALCULATION OF REGISTRATION FEE

Title of Each Class of
Aggregate Offering
Amount of
Securities Offered

Price
Registration Fee(1)
3.973% Fixed Rate/Floating Rate Senior Unsecured Notes due 2030

$3,000,000,000

$363,600
Total

$3,000,000,000

$363,600

(1)
Calculated in accordance with Rule 457(o) of the Securities Act of 1933
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-223191

PROSPECTUS SUPPLEMENT
(To prospectus dated February 23, 2018)

HSBC Holdings plc
$3,000,000,000 3.973% Fixed Rate/Floating Rate Senior Unsecured Notes due 2030
We are offering $3,000,000,000 principal amount of 3.973% Fixed Rate/Floating Rate Senior Unsecured Notes due 2030 (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 twelfth supplemental indenture, which is expected
to be entered into on May 22, 2019 (the indenture, together with the twelfth supplemental indenture, the "Indenture").
From (and including) May 22, 2019 (the "Issue Date") to (but excluding) May 22, 2029 we will pay interest semi-annually in arrear on the Notes on May 22 and November 22
of each year, beginning on November 22, 2019, at a rate of 3.973% per annum. Thereafter, we will pay interest quarterly in arrear on the Notes on August 22, 2029, November 22,
2029, February 22, 2030 and May 22, 2030 at a floating rate equal to LIBOR, as determined on the applicable Interest Determination Date, plus 1.61% per annum. The Notes will
mature on May 22, 2030.
If LIBOR ceases to be calculated or administered for publication, the Independent Financial Adviser 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 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 Notes in whole (but not in part) in our sole discretion, at 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the date
of redemption on May 22, 2029, or upon the occurrence of certain tax events as described in this prospectus supplement and the accompanying prospectus.
By its acquisition of the Notes, each noteholder (which, for these purposes, includes each beneficial owner) will acknowledge, accept, consent and agree,
notwithstanding any other term of the Notes, the Indenture or any other agreements, arrangements or understandings between us and any noteholder, to be bound by
(a) the effect of the exercise of any UK bail-in power (as defined herein) by the relevant UK resolution authority (as defined herein); and (b) the variation of the terms of
the Notes or the Indenture, if necessary, to give effect to the exercise of any UK bail-in power by the relevant UK resolution authority. No repayment or payment of
Amounts Due 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, 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 and any Floating Rate Calculation Changes,
including as may occur without any prior notice from us and without the need for us to obtain any further consent from such noteholder.
The remedies under the Notes are more limited than those that may be available to some of our other unsubordinated creditors. There is no right of acceleration in the case of
non-payment of principal and/or interest on the Notes or of our failure to perform any of our obligations under or in respect of the Notes. Payment of the principal amount of the
Notes may be accelerated only upon certain events of a winding-up, as described under "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, any action that the trustee takes, or abstains from taking, in either case in
accordance with the exercise of (i) the UK bail-in power by the relevant UK resolution authority with respect to the Notes or (ii) the limited remedies available under the
Indenture and the Notes for a non-payment of principal and/or interest on the Notes.
Application will be made to list the Notes on the New York Stock Exchange. Trading on the New York Stock Exchange is expected to begin within 30 days of the initial
delivery of the Notes.
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-14.
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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 of Singapore) 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-26 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%
$3,000,000,000
Underwriting Discount

0.400%
$
12,000,000
Proceeds to us (before expenses)

99.600%
$2,988,000,000

(1)
Plus accrued interest, if any, from May 22, 2019.
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 the 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 May 22, 2019.
Sole Book-Running Manager
HSBC
The date of this prospectus supplement is May 15, 2019.
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement
Prospectus

Page

Page
Certain Definitions and Presentation of Financial and Other Data S-4
About This Prospectus

2
Limitations on Enforcement of U.S. Laws against Us, our
Presentation of Financial Information

2
Management and Others

S-4
Limitation on Enforcement of U.S. Laws against Us, our
Cautionary Statement Regarding Forward- Looking Statements
S-5
Management and Others

3
Where You Can Find More Information About Us

S-5
Cautionary Statement Regarding Forward- Looking Statements

3
Summary of the Offering

S-7
Where You Can Find More Information About Us

3
Risk Factors

S-14
HSBC

5
HSBC Holdings plc

S-23
Risk Factors

6
Use of Proceeds

S-24
Use of Proceeds

11
Consolidated Capitalization and Indebtedness of HSBC Holdings
Consolidated Capitalization and Indebtedness of HSBC Holdings
plc

S-25
plc

12
Description of the Notes

S-26
Description of Debt Securities

13
Form, Settlement and Clearance

S-39
Description of Contingent Convertible Securities

29
Taxation

S-40
Description of Dollar Preference Shares

40
Certain ERISA Considerations

S-41
Description of Preference Share ADSs

46
Underwriting (Conflicts of Interest)

S-43
Description of Ordinary Shares

54
Legal Opinions

S-50
Taxation

60
Experts

S-51
Underwriting (Conflicts of Interest)

71
Legal Opinions

74
Experts

74

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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
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capital markets products" (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) 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).
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, to the extent permitted by laws or
regulations, 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

S-2
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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 the offering contemplated in this
prospectus supplement 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 (as amended or superseded), and includes any relevant implementing measure in any Member State.

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CERTAIN DEFINITIONS AND PRESENTATION OF FINANCIAL AND OTHER DATA
Definitions
As used in this prospectus supplement and the accompanying prospectus, the terms "HSBC Holdings," "we," "us" and "our" refer to HSBC Holdings
plc. "HSBC Group" and "HSBC" mean HSBC Holdings together with its subsidiary undertakings.
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, 2018, there were no
unendorsed standards effective for the year ended December 31, 2018 affecting our consolidated financial statements included in our Annual Report on
Form 20-F for the year ended December 31, 2018, filed with the SEC on February 20, 2019 (the "2018 Form 20-F"). As of December 31, 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, 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) "sterling," "pounds sterling" or "£" 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 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.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus and the documents incorporated by reference herein contain both historical and
forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-
looking statements may be identified by the use of terms such as "believes," "expects," "estimate," "may," "intends," "plan," "will," "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; listing of the
Notes; and consequences of the UK's withdrawal from the EU. 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 2018 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 2018 Form 20-F and the Form
6-K furnished to the SEC on May 3, 2018 (furnishing the earnings release for the three-month period ended March 31, 2019) (the "2019 Q1 Earnings
Release").
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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 annual reports and special reports,
proxy statements and other information with the SEC. Our SEC filings are available to you on the SEC's website at http://www.sec.gov. This site contains
reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. We also make available on our
website, free of charge, our annual reports on Form 20-F and the text of our reports on Form 6-K, including any amendments to these reports, as well as
certain other SEC filings, as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Our website address is
http://www.hsbc.com. The information on these websites is not part of this prospectus supplement, except as specifically incorporated by reference herein.
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

S-5
Table of Contents
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 2018 Form 20-F, the Form
6-K furnished to the SEC on February 25, 2019 (announcing changes to our board of directors) and the 2019 Q1 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 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

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SUMMARY OF THE OFFERING
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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-26 have the same meaning when used
in this summary.

Issuer
HSBC Holdings plc.

Securities Offered
3.973% Fixed Rate/Floating Rate Senior Unsecured Notes due 2030 in an aggregate principal
amount of $3,000,000,000 (such series of notes, the "Notes").

Issue Date
May 22, 2019 (the "Issue Date").

Maturity Date
The Notes will mature on May 22, 2030 (the "Maturity Date").

Interest
From (and including) the Issue Date to (but excluding) May 22, 2029 (the "Fixed Rate Period"),
interest on the Notes will be payable at a rate of 3.973% per annum (the "Initial Interest Rate").

From (and including) May 22, 2029 (the "Floating Rate Period"), the interest rate on the Notes
will be equal to LIBOR, as determined on the applicable Interest Determination Date, plus

1.61% per annum (the "Margin"). The interest rate on the Notes will be reset quarterly on each
Interest Reset Date.

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 November 22, 2019 (each, a "Fixed Rate
Period Interest Payment Date").

During the Floating Rate Period, interest on the Notes will be payable quarterly in arrear on

August 22, 2029, November 22, 2029, February 22, 2030 and May 22, 2030 (each, a "Floating
Rate Period Interest Payment Date").

Interest Reset Dates
May 22, 2029, August 22, 2029, November 22, 2029 and February 22, 2030 (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 (each, a "Floating Rate Interest Period"); provided that the first Floating
Rate Interest Period will begin on May 22, 2029 and will end on (but exclude) the first Floating
Rate Period Interest Payment Date.

Interest Determination Dates
The second London Banking Day preceding the applicable Interest Reset Date (each, an
"Interest Determination Date").

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"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 Notes in whole (but not in part) in our sole discretion on May 22, 2029 (the
"Optional Redemption Date"), at a redemption price equal to 100% of their principal amount
plus any accrued and unpaid interest to (but excluding) the Optional Redemption Date. See
"Risk Factors--Risks Relating to the Notes--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
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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.

Calculation of LIBOR
"LIBOR" means the interest rate benchmark known as the London interbank offered rate, which
is calculated and published by a designated distributor (on the Issue Date, Thomson Reuters) in
accordance with the requirements from time to time of ICE Benchmark Administration Limited
(or any other person which takes over the administration of that rate) based on the estimated
interbank borrowing rate for U.S. dollars that is provided by a panel of contributor banks.

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" (or
such other page as may replace such page on Reuters or such other information service or

source, in each case, as may be nominated by the person providing or sponsoring the
information appearing on such page for purposes of displaying comparable rates) (the "relevant
screen page") as of 11:00 a.m., London time, on that Interest Determination Date. If no such rate
appears, then LIBOR, in respect

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of that Interest Determination Date, will be determined in accordance with the provisions

described in (2) and (3) below.

(2) With respect to an Interest Determination Date on which no rate appears on the relevant
screen page, subject to the provisions described in (3) below, the calculation agent will request
the principal London offices of each of four major reference banks in the London interbank
market (which may include affiliates of the underwriters), as selected and identified by us (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

Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m.,
New York City time, on the Interest Determination Date by three major banks in the City of
New York (which may include affiliates of the underwriters), as selected and identified by us
(together with the London Reference Banks, the "Reference Banks"), for loans in U.S. dollars to
leading European banks, for a period of three months, commencing on the related Interest Reset
Date, and in a principal amount that is representative for a single transaction in U.S. dollars in
that market at that time. If at least two such rates are so provided, LIBOR on the Interest
Determination Date will be the arithmetic mean of such rates. If fewer than two such rates are so
provided, LIBOR on the Interest Determination Date will be LIBOR in effect with respect to the
immediately preceding Interest Determination Date or, in the case of the Interest Determination
Date prior to the first Interest Reset Date, the interest rate will be the Initial Interest Rate.

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(3) Notwithstanding clause (2) above, with respect to an Interest Determination Date on which
no rate appears on the relevant screen page, if we (in consultation with the calculation agent)
determine that LIBOR has ceased to be published on the relevant screen page as a result of
LIBOR ceasing to be calculated or administered for publication thereon, we will use reasonable
efforts to appoint an Independent Financial Adviser to determine the Alternative Base Rate and
the Alternative Screen Page by no later than five business days prior to the Interest

Determination Date relating to the next succeeding Floating Rate Interest Period (the "Interest
Determination Cut-off Date"). If we are unable to appoint an Independent Financial Adviser, or
if the Independent Financial Adviser fails to determine the Alternative Base Rate and the
Alternative Screen Page prior to the Interest Determination Cut-off Date, we will determine the
Alternative Base Rate and the Alternative Screen Page for such Floating Rate Interest Period;
provided that if we do not determine the Alternative Base Rate and the Alternative Screen Page
prior to the

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Interest Determination Date for such Floating Rate Interest Period, the interest rate for such
Floating Rate Interest Period will be equal to the interest rate in effect for the immediately

preceding Floating Rate Interest Period or, in the case of the Interest Determination Date prior
to the first Interest Reset Date, the Initial Interest Rate.

If the Independent Financial Adviser or we determine the Alternative Base Rate, the
Independent Financial Adviser or we, as applicable, may also, following consultation with the
calculation agent, make changes to the day count fraction, the business day convention, the
definition of business day, the remaining Interest Determination Dates and any method for
obtaining the substitute or successor base rate if the Alternative Base Rate or the Alternative
Screen Page is unavailable on the relevant Interest Determination Date or otherwise, in each

case in order to follow market practice, as well as any other changes (including to the Margin)
that we, following consultation with the Independent Financial Adviser (if appointed),
determine in good faith are reasonably necessary to ensure the proper operation of the
Alternative Base Rate, as well as the comparability of the interest rate determined by reference
to the Alternative Base Rate to the interest rate determined by reference to LIBOR (the
"Floating Rate Calculation Changes"). Any Floating Rate Calculation Changes will apply to the
Notes for all future Floating Rate Interest Periods.

We will promptly give notice of the determination of the Alternative Base Rate, the Alternative
Screen Page and any Floating Rate Calculation Changes to the trustee, the paying agent, the

calculation agent and the noteholders; provided that failure to provide such notice will have no
impact on the effectiveness of, or otherwise invalidate, any such determination.

"Alternative Base Rate" means the rate that has replaced LIBOR in customary market usage for
determining floating interest rates in respect of bonds denominated in U.S. dollars or, if the
Independent Financial Adviser or we (in consultation with the calculation agent and acting in
good faith and a commercially reasonable manner), as applicable, determine that there is no such

rate, such other rate as the Independent Financial Adviser or we (in consultation with the
calculation agent and acting in good faith and a commercially reasonable manner), as applicable,
determine in its or our sole discretion is most comparable to LIBOR. If the Alternative Base
Rate is determined, such Alternative Base Rate will be the Alternative Base Rate for the
remaining Floating Rate Interest Periods.

"Alternative Screen Page" means the alternative screen page, information service or source on
which the Alternative Base Rate appears (or such other page, information service or source as

may replace the alternative screen page, information service or source, in each case, as may be
nominated by the person providing or sponsoring the information appearing on such page for
purposes of displaying comparable rates).

"Independent Financial Adviser" means an independent financial institution of international

repute or other independent financial

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424B5
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adviser experienced in the international capital markets, in each case appointed by us at our own

expense.

Agreement with Respect to the Alternative Base Rate
By its acquisition of the Notes, each noteholder (which, for these purposes, includes each
beneficial owner) (i) 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 and any Floating Rate Calculation Changes, including as may occur
without any prior notice from us and without the need for us to obtain any further consent from
such noteholder, (ii) will waive any and all claims, in law and/or in equity, against the trustee,
the paying agent and the calculation agent for, agree not to initiate a suit against the trustee, the
paying agent and the calculation agent in respect of, and agree that none of the trustee, the
paying agent or the calculation agent will be liable for, the determination of or the failure to
determine any Alternative Base Rate, any Alternative Screen Page and any Floating Rate
Calculation Changes, and any losses suffered in connection therewith and (iii) will agree that
none of the trustee, the paying agent or the calculation agent will have any obligation to
determine any Alternative Base Rate, any Alternative Screen Page and any Floating Rate
Calculation Changes (including any adjustments thereto), including in the event of any failure
by us to determine any Alternative Base Rate, any Alternative Screen Page and any Floating
Rate Calculation Changes.

Events of Default and Defaults
You will not have 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 or to accelerate the Notes in
the case of non-payment of principal and/or interest on the Notes. Payment of the principal
amount of the Notes may be accelerated only upon certain events of a winding-up, as described
under "Description of the Notes--Events of Default and Defaults ."

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

Agreement with Respect to the Exercise of UK Bail-in By its acquisition of the Notes, each noteholder (which, for these purposes, includes each
Power
beneficial owner) will acknowledge, accept, consent and agree, notwithstanding any other term
of the Notes, the Indenture or any other agreements, arrangements or understandings between us
and any noteholder, to be bound by (a) the effect of the exercise of any UK bail-in power (as
defined under "Description of the Notes--Definitions") by the relevant UK resolution authority
(as defined under "Description of the Notes--Definitions"); and (b) the variation of 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 will become
due and payable or be paid after the exercise of any UK bail-in power by the relevant UK
resolution authority if and to the extent such amounts have been reduced, converted, cancelled,

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amended or altered as a result of such exercise. For these purposes, "Amounts Due" are the
principal amount of, and any accrued but unpaid interest, including any Additional Amounts, 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.
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424B5

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

Form of Notes
The Notes will be issued in the form of one or more global securities registered in the name of
the nominee for, and deposited with, The Depository Trust Company ("DTC"). See
"Description of Debt Securities--Form, Settlement and Clearance " in the accompanying
prospectus.

Trading through DTC, Clearstream Luxembourg and Initial settlement for the Notes will be made in immediately available funds. Secondary market
Euroclear
trading between DTC participants will occur in the ordinary way in accordance with DTC's
rules and will be settled in immediately available funds using DTC's Same-Day Funds
Settlement System. Secondary market trading between Clearstream Banking S.A. in
Luxembourg ("Clearstream Luxembourg") customers and/or Euroclear Bank SA/NV
("Euroclear") participants will occur in the ordinary way in accordance with the applicable rules
and operating procedures of Clearstream Luxembourg and Euroclear and will be settled using
the procedures applicable to conventional eurobonds in immediately available funds.

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

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

Trustee
We will issue the Notes under the indenture dated August 26, 2009 (as amended or
supplemented from time to time), as supplemented and amended by a twelfth supplemental
indenture, which is expected to be entered into on May 22, 2019, with The Bank of New York
Mellon, London Branch, as trustee (the indenture, together with the twelfth supplemental
indenture, the "Indenture").

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

Calculation Agent
HSBC Bank USA, National Association, or its successor appointed by us, pursuant to a
calculation agent agreement expected to be entered into on May 22, 2019.

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

Conflicts of Interest
HSBC Securities (USA) Inc. ("HSI") is an affiliate of HSBC Holdings, and, as such, is deemed
to have a "conflict of interest" under FINRA Rule 5121. Accordingly, the offering of the Notes
is being conducted in compliance with the requirements of FINRA Rule 5121 (addressing
conflicts of interest when distributing the securities of an affiliate), as administered by the
Financial Industry Regulatory Authority ("FINRA"). Neither HSI nor any of our other affiliates
will sell any Notes into any of its discretionary accounts without the prior specific written
approval of the accountholder.

Minimum Denominations
The Notes will be issued only in registered form in minimum denominations of $200,000 and in
integral multiples of $1,000 in excess thereof.

Business Day
A day on which commercial banks and foreign exchange markets settle payments and are open
for general business (including dealings in foreign exchange and foreign currency deposits) in
London, England, and in the City of New York, New York.

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