Obligation HSBC Global plc 2.099% ( US404280CG21 ) en USD

HSBC Global plc

99.498 % ▲

Royaume-Uni

US404280CG21 ( en USD )

2.099% par an ( paiement semestriel )

03/06/2026

Prospectus brochure de l'obligation HSBC Holdings plc US404280CG21 en USD 2.099%, échéance 03/06/2026

200 000 USD

2 000 000 000 USD

404280CG2

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

04/06/2025 ( Dans 26 jours )

HSBC Holdings plc est une banque multinationale britannique dont le siège social est à Londres, opérant dans plus de 60 pays et territoires, offrant une large gamme de services financiers aux particuliers, aux entreprises et aux institutions.

L'Obligation émise par HSBC Global plc ( Royaume-Uni ) , en USD, avec le code ISIN US404280CG21, paye un coupon de 2.099% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 03/06/2026

L'Obligation émise par HSBC Global plc ( Royaume-Uni ) , en USD, avec le code ISIN US404280CG21, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par HSBC Global plc ( Royaume-Uni ) , en USD, avec le code ISIN US404280CG21, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B5
424B5 1 d930429d424b5.htm 424B5
Table of Contents
CALCULATION OF REGISTRATION FEE

Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price

Registration Fee(1)
2.099% Fixed Rate/Floating Rate Senior Unsecured Notes due 2026

$2,000,000,000

$259,600
2.848% Fixed Rate/Floating Rate Senior Unsecured Notes due 2031

$1,500,000,000

$194,700
Total

$3,500,000,000

$454,300

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

PROSPECTUS SUPPLEMENT
(To prospectus dated February 23, 2018)

HSBC Holdings plc
$2,000,000,000 2.099% Fixed Rate/Floating Rate Senior Unsecured Notes due 2026
$1,500,000,000 2.848% Fixed Rate/Floating Rate Senior Unsecured Notes due 2031

We are offering $2,000,000,000 principal amount of 2.099% Fixed Rate/Floating Rate Senior Unsecured Notes due 2026 (the "2026 Notes") and $1,500,000,000 principal amount of 2.848% Fixed Rate/Floating Rate
Senior Unsecured Notes due 2031 (the "2031 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 sixteenth supplemental indenture, which is expected to be entered into on June 4, 2020 (the indenture, together with the sixteenth supplemental indenture, the "Indenture"). The Notes means either the 2026
Notes or the 2031 Notes, as applicable.
From (and including) June 4, 2020 (the "Issue Date") to (but excluding) June 4, 2025 we will pay interest semi-annually in arrear on the 2026 Notes on June 4 and December 4 of each year, beginning on December 4,
2020, at a rate of 2.099% per annum. Thereafter, we will pay interest quarterly in arrear on the 2026 Notes on September 4, 2025, December 4, 2025, March 4, 2026 and June 4, 2026 at a floating rate equal to a benchmark rate
based on SOFR, calculated in arrear as defined herein and compounding daily over each Floating Rate Interest Period, plus 1.929% per annum. The 2026 Notes will mature on June 4, 2026.
From (and including) the Issue Date to (but excluding) June 4, 2030 we will pay interest semi-annually in arrear on the 2031 Notes on June 4 and December 4 of each year, beginning on December 4, 2020, at a rate of
2.848% per annum. Thereafter, we will pay interest quarterly in arrear on the 2031 Notes on September 4, 2030, December 4, 2030, March 4, 2031 and June 4, 2031 at a floating rate equal to a benchmark rate based on SOFR,
calculated in arrear as defined herein and compounding daily over each Floating Rate Interest Period, plus 2.387% per annum. The 2031 Notes will mature on June 4, 2031.
We may redeem the 2026 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 June 4, 2025, or upon
the occurrence of certain tax events as described in this prospectus supplement and the accompanying prospectus.
We may redeem the 2031 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 June 4, 2030, 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 any 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 our or our designee's determination of
a Benchmark Transition Event, a Benchmark Replacement Date, the Benchmark Replacement, the Benchmark Replacement Adjustment, and any Benchmark Replacement Conforming 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 -18.
https://www.sec.gov/Archives/edgar/data/1089113/000119312520156703/d930429d424b5.htm[6/1/2020 9:53:55 AM]

424B5
Unless otherwise defined, terms that are defined in "Description of the Notes" beginning on page S -35 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 2026 Note
Total

Per 2031 Note
Total

Public Offering Price(1)

100%
$2,000,000,000

100%
$1,500,000,000
Underwriting Discount

0.300%
$
6,000,000

0.400%
$
6,000,000
Proceeds to us (before expenses)

99.700%
$1,994,000,000

99.600%
$1,494,000,000

(1)
Plus accrued interest, if any, from the Issue Date.
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 June 4, 2020.
Sole Book-Running Manager
HSBC
The date of this prospectus supplement is May 28, 2020.
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement
Prospectus

Page

Page
Certain Definitions and Presentation of Financial and Other Data
S-3
About This Prospectus

2
Limitations on Enforcement of U.S. Laws Against Us, Our
Presentation of Financial Information

2
Management and Others

S-3
Limitation on Enforcement of U.S. Laws against Us, our
Cautionary Statement Regarding Forward-Looking Statements

S-4
Management and Others

3
Where You Can Find More Information About Us

S-4
Cautionary Statement Regarding Forward-Looking Statements

3
Summary of the Offering

S-6
Where You Can Find More Information About Us

3
Risk Factors
S-
HSBC

5

18
Risk Factors

6
HSBC Holdings Plc
S-
Use of Proceeds

11

32
Consolidated Capitalization and Indebtedness of HSBC Holdings
Use of Proceeds
S-
plc

12

33
Description of Debt Securities

13
Consolidated Capitalization and Indebtedness of HSBC Holdings
S-
Description of Contingent Convertible Securities

29
Plc

34
Description of Dollar Preference Shares

40
Description of the Notes
S-
Description of Preference Share ADSs

46

35
Description of Ordinary Shares

54
Form, Settlement and Clearance
S-
Taxation

60

52
Underwriting (Conflicts of Interest)

71
Taxation
S-
Legal Opinions

74

53
Experts

74
Certain ERISA Considerations
S-

54
Underwriting (Conflicts of Interest)
S-

56
Legal Opinions
S-

62
Experts
S-

63

S-1
Table of Contents
https://www.sec.gov/Archives/edgar/data/1089113/000119312520156703/d930429d424b5.htm[6/1/2020 9:53:55 AM]

424B5
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 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 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.
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).

S-2
Table of Contents
CERTAIN DEFINITIONS AND PRESENTATION OF FINANCIAL AND OTHER DATA
Definitions
As used in this prospectus supplement and the accompanying prospectus, the terms "HSBC Holdings," "we," "us" and "our" refer to HSBC Holdings
plc. "HSBC Group" and "HSBC" mean HSBC Holdings together with its subsidiary undertakings.
As used in this prospectus supplement: (i) the "Notes" means either the 2026 Notes or the 2031 Notes, as applicable; (ii) a "Fixed Rate Period" means
either a 2026 Notes Fixed Rate Period or a 2031 Notes Fixed Rate Period, as applicable; (iii) a "Fixed Rate Interest Payment Date" means either a 2026
Notes Fixed Rate Interest Payment Date or a 2031 Notes Fixed Rate Interest Payment Date, as applicable; (iv) a "Floating Rate Period" means either a 2026
Notes Floating Rate Period or a 2031 Notes Floating Rate Period, as applicable; (v) a "Floating Rate Interest Period" means either a 2026 Notes Floating
Rate Interest Period or a 2031 Notes Floating Rate Interest Period, as applicable; (vi) a "Floating Rate Period Interest Payment Date" means either a 2026
Notes Floating Rate Period Interest Payment Date or a 2031 Notes Floating Rate Period Interest Payment Date, as applicable; (vii) the "Initial Interest Rate"
means either the 2026 Notes Initial Interest Rate or the 2031 Notes Initial Interest Rate, as applicable; (viii) the "Margin" means either the 2026 Notes
https://www.sec.gov/Archives/edgar/data/1089113/000119312520156703/d930429d424b5.htm[6/1/2020 9:53:55 AM]

424B5
Margin or the 2031 Notes Margin, as applicable; (ix) the "Optional Redemption Date" means either the 2026 Notes Optional Redemption Date or the 2031
Notes Optional Redemption Date, as applicable; and (viii) the "Maturity Date" means either the 2026 Notes Maturity Date or the 2031 Notes Maturity
Date, 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, 2019, there were no
unendorsed standards effective for the year ended December 31, 2019 affecting our consolidated financial statements included in our Annual Report on
Form 20-F for the year ended December 31, 2019, filed with the SEC on February 19, 2020 (the "2019 Form 20-F"). As of December 31, 2019, 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, 2019 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 ratio 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

S-3
Table of Contents
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 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; listing of the
Notes; occurrence of a Benchmark Transition Event and related consequences; consequences of the UK's withdrawal from the EU; and the impact of the
Covid-19 outbreak on the global markets generally and the HSBC Group in particular. 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 2019 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 2019 Form 20-F and the Form 6-K furnished to the SEC on April 28, 2020 (furnishing the earnings release for the three-month period ended March 31,
2019) (the "2020 Q1 Earnings Release").
https://www.sec.gov/Archives/edgar/data/1089113/000119312520156703/d930429d424b5.htm[6/1/2020 9:53:55 AM]

424B5
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.

S-4
Table of Contents
We are "incorporating by reference" in this prospectus supplement and the accompanying prospectus the information in certain documents that we
file with the SEC, which means we can disclose important information to you by referring you to those documents. The information incorporated by
reference is considered to be a part of this prospectus supplement and the accompanying prospectus. Each document incorporated by reference is current
only as of the date of such document, and the incorporation by reference of such documents will not create any implication that there has been no change in
our affairs since the date thereof or that the information contained therein is current as of any time subsequent to its date. The information incorporated by
reference is considered to be a part of this prospectus supplement and should be read with the same care. When we update the information contained in
documents that have been incorporated by reference by making future filings with the SEC, the information incorporated by reference in this prospectus
supplement is considered to be automatically updated and superseded. In the case of a conflict or inconsistency between information contained in this
prospectus supplement and information incorporated by reference into this prospectus supplement, you should rely on the information contained in the
document that was filed later. We incorporate by reference in this prospectus supplement and the accompanying prospectus the 2019 Form 20-F, the Form
6-K furnished to the SEC on March 10, 2020 (announcing changes to our board of directors and committee composition), the Form 6-K furnished to the
SEC on March 17, 2020 (announcing the appointment of Noel Quinn as Group Chief Executive Officer), the Form 6-K furnished to the SEC on April 23,
2020 (announcing changes to our board of directors and committee composition) and the 2020 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

S-5
Table of Contents
https://www.sec.gov/Archives/edgar/data/1089113/000119312520156703/d930429d424b5.htm[6/1/2020 9:53:55 AM]

424B5
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-35 have the same meaning when used
in this summary.

Issuer
HSBC Holdings plc.

Securities Offered
2.099% Fixed Rate/Floating Rate Senior Unsecured Notes due 2026 in an aggregate principal
amount of $2,000,000,000 (such series of notes, the "2026 Notes").

2.848% Fixed Rate/Floating Rate Senior Unsecured Notes due 2031 in an aggregate principal

amount of $1,500,000,000 (such series of notes, the "2031 Notes").

Issue Date
June 4, 2020 (the "Issue Date").
Terms Specific to the 2026 Notes:

Maturity Date
The 2026 Notes will mature on June 4, 2026 (the "2026 Notes Maturity Date").

Interest
From (and including) the Issue Date to (but excluding) June 4, 2025 (the "2026 Notes Fixed
Rate Period"), interest on the 2026 Notes will be payable at a rate of 2.099% per annum (the
"2026 Notes Initial Interest Rate").

From (and including) June 4, 2025 to (but excluding) the 2026 Notes Maturity Date (the "2026
Notes Floating Rate Period"), the interest rate on the 2026 Notes will be equal to the Benchmark

(as defined below) plus 1.929% per annum (the "2026 Notes Margin"). The interest rate on the
2026 Notes will be calculated quarterly on each applicable Interest Determination Date.

Interest Payment Dates
During the 2026 Notes Fixed Rate Period, interest on the 2026 Notes will be payable semi-
annually in arrear on June 4 and December 4 of each year, beginning on December 4, 2020
(each, a "2026 Notes Fixed Rate Period Interest Payment Date").

During the 2026 Notes Floating Rate Period, interest on the 2026 Notes will be payable
quarterly in arrear on September 4, 2025, December 4, 2025, March 4, 2026 and June 4, 2026

(each, a "2026 Notes Floating Rate Period Interest Payment Date" and together with the 2026
Notes Fixed Rate Period Interest Payment Dates, the "2026 Notes Interest Payment Dates").

Floating Rate Interest Periods
During the 2026 Notes Floating Rate Period, the period beginning on (and including) a 2026
Notes Floating Rate Period Interest Payment Date and ending on (but excluding) the next
succeeding

S-6
Table of Contents
2026 Notes Floating Rate Period Interest Payment Date (each, a "2026 Notes Floating Rate
Interest Period"); provided that the first 2026 Notes Floating Rate Interest Period will begin on

June 4, 2025 and will end on (but exclude) the first 2026 Notes Floating Rate Period Interest
Payment Date.

Optional Redemption
We may redeem the 2026 Notes in whole (but not in part) in our sole discretion on June 4, 2025
(the "2026 Notes Optional Redemption Date"), at a redemption price equal to 100% of their
principal amount plus any accrued and unpaid interest to (but excluding) the 2026 Notes
Optional Redemption Date. See "Risk Factors--Risks Relating to the Notes--We may redeem
the Notes on the relevant Optional Redemption Date and for certain tax reasons."
Terms Specific to the 2031 Notes:
https://www.sec.gov/Archives/edgar/data/1089113/000119312520156703/d930429d424b5.htm[6/1/2020 9:53:55 AM]

424B5

Maturity Date
The 2031 Notes will mature on June 4, 2031 (the " 2031 Notes Maturity Date").

Interest
From (and including) the Issue Date to (but excluding) June 4, 2030 (the "2031 Notes Fixed
Rate Period"), interest on the 2031 Notes will be payable at a rate of 2.848% per annum (the
"2031 Notes Initial Interest Rate").

From (and including) June 4, 2030 to (but excluding) the 2031 Notes Maturity Date (the "2031
Notes Floating Rate Period"), the interest rate on the 2031 Notes will be equal to the Benchmark

(as defined below) plus 2.387% per annum (the "2031 Notes Margin"). The interest rate on the
2031 Notes will be calculated quarterly on each applicable Interest Determination Date.

Interest Payment Dates
During the 2031 Notes Fixed Rate Period, interest on the 2031 Notes will be payable semi-
annually in arrear on June 4 and December 4 of each year, beginning on December 4, 2020
(each, a "2031 Notes Fixed Rate Period Interest Payment Date").

During the 2031 Notes Floating Rate Period, interest on the Notes will be payable quarterly in
arrear on September 4, 2030, December 4, 2030, March 4, 2031 and June 4, 2031 (each, a "2031

Notes Floating Rate Period Interest Payment Date" and together with the 2031 Notes Fixed Rate
Period Interest Payment Dates, the "2031 Notes Interest Payment Dates").

Floating Rate Interest Periods
During the 2031 Notes Floating Rate Period, the period beginning on (and including) a 2031
Notes Floating Rate Period Interest Payment Date and ending on (but excluding) the next
succeeding 2031 Notes Floating Rate Period Interest Payment Date (each, a "2031 Notes
Floating Rate Interest Period"); provided that the first 2031 Notes Floating Rate Interest Period
will begin on June 4, 2030 and will end on (but exclude) the first 2031 Notes Floating Rate
Period Interest Payment Date.

S-7
Table of Contents
Optional Redemption
We may redeem the 2031 Notes in whole (but not in part) in our sole discretion on June 4, 2030
(the "2031 Notes Optional Redemption Date"), at a redemption price equal to 100% of their
principal amount plus any accrued and unpaid interest to (but excluding) the 2031 Notes
Optional Redemption Date. See "Risk Factors--Risks Relating to the Notes--We may redeem
the Notes on the relevant Optional Redemption Date and for certain tax reasons."
Terms Applicable to each Series of Notes:

Interest Determination Dates
The second business day preceding the applicable Interest Payment Date (each, an "Interest
Determination Date").

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 relevant 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.

Calculation of the Benchmark
The "Benchmark" means, initially, Compounded Daily SOFR; provided that if a Benchmark
https://www.sec.gov/Archives/edgar/data/1089113/000119312520156703/d930429d424b5.htm[6/1/2020 9:53:55 AM]

424B5
Transition Event and related Benchmark Replacement Date have occurred with respect to SOFR
or the then-current Benchmark, then "Benchmark" means the applicable Benchmark
Replacement.

"Compounded Daily SOFR" means, in relation to a Floating Rate Interest Period, the rate of
return of a daily compound interest investment (with SOFR as reference rate for the calculation

of interest) during the related Observation Period and will be calculated by the calculation agent
on the related Interest Determination Date as follows:

S-8
Table of Contents

Where:

"d" means, in relation to any Observation Period, the number of calendar days in such

Observation Period;

"d0" means, in relation to any Observation Period, the number of USGS Business Days in such

Observation Period;

"i" means, in relation to any Observation Period, a series of whole numbers from one to d0,

each representing the relevant USGS Business Day in chronological order from (and including)
the first USGS Business Day in such Observation Period;

"ni" means, in relation to any USGS Business Day "i" in the relevant Observation Period, the

number of calendar days from (and including) such USGS Business Day "i" up to (but
excluding) the following USGS Business Day;

"Observation Period" means, in respect of each Floating Rate Interest Period, the period from
(and including) the last USGS Business Day falling prior to the Interest Determination Date for
the immediately preceding Interest Payment Date to (but excluding) the last USGS Business

Day falling prior to the Interest Determination Date for such Floating Rate Interest Period;
provided that the first Observation Period shall commence on (and include) the last USGS
Business Day falling prior to the day which is two business days prior to the Optional
Redemption Date;

"SOFR" means, in relation to any day, the rate determined by the calculation agent in

accordance with the following provisions:

(1) the daily Secured Overnight Financing Rate for trades made on such day available at or

around the Reference Time on the NY Federal Reserve's Website;

(2) if the rate specified in (1) above is not available at or around the Reference Time for such
day (and a Benchmark Transition Event and its related Benchmark Replacement Date have not

occurred), the daily Secured Overnight Financing Rate in respect of the last USGS Business Day
for which such rate was published on the NY Federal Reserve's Website;

"SOFRi" means, in relation to any USGS Business Day "i" in the relevant Observation Period,

SOFR in respect of such USGS Business Day; and

"USGS Business Day" means any day except for a Saturday, Sunday or a day on which the
Securities Industry and Financial Markets Association or any successor thereto ("SIFMA")
https://www.sec.gov/Archives/edgar/data/1089113/000119312520156703/d930429d424b5.htm[6/1/2020 9:53:55 AM]

424B5

recommends that the fixed income departments of its members be closed for the entire day for
purposes of trading in U.S. government securities.

S-9
Table of Contents
Notwithstanding clauses (1) and (2) of the definition of "SOFR" above, if we (in consultation,
to the extent practicable, with the calculation agent) or our designee (in consultation with us)
determine on or prior to the relevant Interest Determination Date that a Benchmark Transition

Event and related Benchmark Replacement Date have occurred with respect to SOFR, then the
"Benchmark Transition Provisions" set forth below will thereafter apply to all determinations of
the rate of interest payable on the Notes during the Floating Rate Period.

In accordance with and subject to the Benchmark Transition Provisions, after a Benchmark
Transition Event and related Benchmark Replacement Date have occurred, the amount of

interest that will be payable for each interest period on the Notes during the Floating Rate
Period will be determined by reference to a rate per annum equal to the Benchmark
Replacement plus the Margin.

"designee" means an affiliate or any other agent of HSBC Holdings.

"NY Federal Reserve's Website" means the website of the Federal Reserve Bank of New York

at http://www.newyorkfed.org (or any successor website).

"Reference Time" means (1) if the Benchmark is Compounded Daily SOFR, for each USGS
Business Day, 3:00 p.m. (New York time) on the next succeeding USGS Business Day, and

(2) if the Benchmark is not Compounded Daily SOFR, the time determined by us (in
consultation, to the extent practicable, with the calculation agent) or our designee (in
consultation with us) in accordance with the Benchmark Replacement Conforming Changes.

Benchmark Transition Provisions
If we (in consultation, to the extent practicable, with the calculation agent) or our designee (in
consultation with us) determine that a Benchmark Transition Event and related Benchmark
Replacement Date have occurred prior to the applicable Reference Time in respect of any
determination of the Benchmark on any date, the applicable Benchmark Replacement will
replace the then-current Benchmark for all purposes relating to the Notes during the Floating
Rate Period in respect of such determination on such date and all determinations on all
subsequent dates; provided that, if we (in consultation, to the extent practicable, with the
calculation agent) or our designee (in consultation with us) are unable to or do not determine a
Benchmark Replacement in accordance with the provisions below prior to 5:00 p.m. (New York
time) on the relevant Interest Determination Date, the interest rate for the related 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 Floating
Rate Period Interest Payment Date, the Initial Interest Rate.

S-10
Table of Contents
Benchmark Replacement
"Benchmark Replacement" means the first alternative set forth in the order below that can be
determined by us (in consultation, to the extent practicable, with the calculation agent) or our
designee (in consultation with us) as of the Benchmark Replacement Date:

(1) the sum of: (a) the alternate rate of interest that has been selected or recommended by the

Relevant Governmental Body as the replacement for the then-current Benchmark for the
applicable Corresponding Tenor (if any) and (b) the Benchmark Replacement Adjustment;

(2) the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment;

https://www.sec.gov/Archives/edgar/data/1089113/000119312520156703/d930429d424b5.htm[6/1/2020 9:53:55 AM]

424B5
and

(3) the sum of: (a) the alternate rate of interest that has been selected by us (in consultation, to
the extent practicable, with the calculation agent) or our designee (in consultation with us) as the
replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due

consideration to any industry-accepted rate of interest as a replacement for the then-current
Benchmark for U.S. dollar- denominated floating rate notes at such time and (b) the Benchmark
Replacement Adjustment,

"Corresponding Tenor" with respect to a Benchmark Replacement means a tenor (including

overnight) having approximately the same length (disregarding business day adjustments) as the
applicable tenor for the then-current Benchmark.

"Relevant Governmental Body" means the Federal Reserve and/or the Federal Reserve Bank of

New York ("NY Federal Reserve"), or a committee officially endorsed or convened by the
Federal Reserve and/or the NY Federal Reserve or any successor thereto.

Benchmark Replacement Adjustment
"Benchmark Replacement Adjustment" means the first alternative set forth in the order below
that can be determined by us (in consultation, to the extent practicable, with the calculation
agent) or our designee (in consultation with us) as of the Benchmark Replacement Date:

(1) the spread adjustment (which may be a positive or negative value or zero) that has been
(i) selected or recommended by the Relevant Governmental Body or (ii) determined by us (in
consultation, to the extent practicable, with the calculation agent) or our designee (in

consultation with us) in accordance with the method for calculating or determining such spread
adjustment that has been selected or recommended by the Relevant Governmental Body, in each
case for the applicable Unadjusted Benchmark Replacement;

(2) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback

Rate, then the ISDA Fallback Adjustment;

S-11
Table of Contents
(3) the spread adjustment (which may be a positive or negative value or zero) that has been
selected by us (in consultation, to the extent practicable, with the calculation agent) or our
designee (in consultation with us) giving due consideration to industry-accepted spread

adjustments (if any), or method for calculating or determining such spread adjustment, for the
replacement of the then-current Benchmark with the applicable Unadjusted Benchmark
Replacement for U.S. dollar-denominated floating rate notes at such time.

"Unadjusted Benchmark Replacement" means the Benchmark Replacement excluding the

Benchmark Replacement Adjustment.

Benchmark Replacement Conforming Changes
In connection with the implementation of a Benchmark Replacement, we (in consultation, to the
extent practicable, with the calculation agent) or our designee (in consultation with us) will have
the right to make changes to (1) any Interest Determination Date, Floating Rate Period Interest
Payment Date, Reference Time, business day convention or Floating Rate Interest Period,
(2) the manner, timing and frequency of determining the rate and amounts of interest that are
payable on the Notes during the Floating Rate Period and the conventions relating to such
determination and calculations with respect to interest, (3) rounding conventions, (4) tenors and
(5) any other terms or provisions of the Notes during the Floating Rate Period, in each case that
we (in consultation, to the extent practicable, with the calculation agent) or our designee (in
consultation with us) determine, from time to time, to be appropriate to reflect the
determination and implementation of such Benchmark Replacement in a manner substantially
consistent with market practice (or, if we (in consultation, to the extent practicable, with the
calculation agent) or our designee (in consultation with us) decide that implementation of any
portion of such market practice is not administratively feasible or determine that no market
practice for use of the Benchmark Replacement exists, in such other manner as we (in
https://www.sec.gov/Archives/edgar/data/1089113/000119312520156703/d930429d424b5.htm[6/1/2020 9:53:55 AM]

Document Outline

#1">
- #1">