Obligation HSBC Holdings plc 6.161% ( US404280DU06 ) en USD

HSBC Holdings plc

102.818 % ▲

Royaume-Uni

US404280DU06 ( en USD )

6.161% par an ( paiement semestriel )

09/03/2029

Prospectus brochure de l'obligation HSBC Holdings plc US404280DU06 en USD 6.161%, échéance 09/03/2029

200 000 USD

2 000 000 000 USD

404280DU0

L'Obligation émise par HSBC Holdings plc ( Royaume-Uni ) , en USD, avec le code ISIN US404280DU06, paye un coupon de 6.161% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 09/03/2029

PROSPECTUS SUPPLEMENT
(To prospectus dated February 26, 2021)
HSBC Holdings plc
$2,000,000,000 6.161% Fixed Rate/Floating Rate Senior Unsecured Notes due 2029
$2,250,000,000 6.254% Fixed Rate/Floating Rate Senior Unsecured Notes due 2034
$2,750,000,000 6.332% Fixed Rate/Floating Rate Senior Unsecured Notes due 2044
We are offering $2,000,000,000 principal amount of 6.161% Fixed Rate/Floating Rate Senior Unsecured Notes due 2029 (the "2029 Fixed/Floating Rate Notes"), $2,250,000,000 principal
amount of 6.254% Fixed Rate/Floating Rate Senior Unsecured Notes due 2034 (the "2034 Fixed/Floating Rate Notes"), and $2,750,000,000 principal amount of 6.332% Fixed Rate/Floating Rate
Senior Unsecured Notes due 2044 (the "2044 Fixed/Floating Rate Notes"). The Notes (as defined below) will be issued pursuant to the indenture dated as of August 26, 2009 (as amended and
supplemented from time to time, the "Base Indenture"), as amended and supplemented by a twenty-eighth supplemental indenture, which is expected to be entered into on March 9, 2023 (the Base
Indenture, together with the twenty-eighth supplemental indenture, the "Indenture"). The Notes means any of the 2029 Fixed/Floating Rate Notes, the 2034 Fixed/Floating Rate Notes, or the 2044
Fixed/Floating Rate Notes, as applicable.
From (and including) March 9, 2023 (the "Issue Date") to (but excluding) March 9, 2028 we will pay interest semi-annually in arrear on the 2029 Fixed/Floating Rate Notes on March 9 and
September 9 of each year, beginning on September 9, 2023, at a rate of 6.161% per annum. Thereafter, we will pay interest quarterly in arrear on the 2029 Fixed/Floating Rate Notes on June 9,
2028, September 9, 2028, December 9, 2028 and March 9, 2029 at a floating rate equal to a benchmark rate based on SOFR, calculated in arrear as defined herein and compounding daily over each
2029 Fixed/Floating Rate Notes Floating Rate Interest Period, plus 1.970% per annum. The 2029 Fixed/Floating Rate Notes will mature on March 9, 2029.
From (and including) the Issue Date to (but excluding) March 9, 2033 we will pay interest semi-annually in arrear on the 2034 Fixed/Floating Rate Notes on March 9 and September 9 of each
year, beginning on September 9, 2023, at a rate of 6.254% per annum. Thereafter, we will pay interest quarterly in arrear on the 2034 Fixed/Floating Rate Notes on June 9, 2033, September 9, 2033,
December 9, 2033 and March 9, 2034 at a floating rate equal to a benchmark rate based on SOFR, calculated in arrear as defined herein and compounding daily over each 2034 Fixed/Floating Rate
Notes Floating Rate Interest Period, plus 2.390% per annum. The 2034 Fixed/Floating Rate Notes will mature on March 9, 2034.
From (and including) the Issue Date to (but excluding) March 9, 2043 we will pay interest semi-annually in arrear on the 2044 Fixed/Floating Rate Notes on March 9 and September 9 of each
year, beginning on September 9, 2023, at a rate of 6.332% per annum. Thereafter, we will pay interest quarterly in arrear on the 2044 Fixed/Floating Rate Notes on June 9, 2043, September 9, 2043,
December 9, 2043 and March 9, 2044 at a floating rate equal to a benchmark rate based on SOFR, calculated in arrear as defined herein and compounding daily over each 2044 Fixed/Floating Rate
Notes Floating Rate Interest Period, plus 2.650% per annum. The 2044 Fixed/Floating Rate Notes will mature on March 9, 2044.
We may, in our sole discretion, redeem the 2029 Fixed/Floating Rate Notes (a) during the 2029 Fixed/Floating Rate Notes Make-Whole Redemption Period (as defined below), in whole at any
time during such period or in part from time to time during such period, at a redemption price equal to the greater of: (i) 100% of their principal amount and (ii) a make-whole price calculated as set
forth under "Description of the Notes--Redemption" (in each case plus any accrued and unpaid interest on the 2029 Fixed/Floating Rate Notes to be redeemed to (but excluding) the applicable
redemption date) or (b) subsequently, pursuant to a 2029 Fixed/Floating Rate Notes Par Redemption (as defined herein), in whole but not in part, on March 9, 2028 (the "2029 Fixed/Floating Rate
Notes Par Redemption Date") at a redemption price equal to 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the 2029 Fixed/Floating Rate Notes Par
Redemption Date, in each case on the terms and subject to the provisions set forth under "Description of the Notes--Redemption." The "2029 Fixed/Floating Rate Notes Make-Whole Redemption
Period" means the period beginning on (and including) September 9, 2023 (six months following the Issue Date) to (but excluding) the 2029 Fixed/Floating Rate Notes Par Redemption Date;
provided that if any additional notes of the same series are issued after the Issue Date, the 2029 Fixed/Floating Rate Notes Make-Whole Redemption Period for such additional notes shall begin on
(and include) the date that is six months following the issue date for such additional notes.
We may, in our sole discretion, redeem the 2034 Fixed/Floating Rate Notes (a) during the 2034 Fixed/Floating Rate Notes Make-Whole Redemption Period (as defined below), in whole at any
time during such period or in part from time to time during such period, at a redemption price equal to the greater of: (i) 100% of their principal amount and (ii) a make-whole price calculated as set
forth under "Description of the Notes--Redemption" (in each case plus any accrued and unpaid interest on the 2034 Fixed/Floating Rate Notes to be redeemed to (but excluding) the applicable
redemption date) or (b) subsequently, pursuant to a 2034 Fixed/Floating Rate Notes Par Redemption (as defined herein), in whole but not in part, on March 9, 2033 (the "2034 Fixed/Floating Rate
Notes Par Redemption Date") at a redemption price equal to 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the 2034 Fixed/Floating Rate Notes Par
Redemption Date, in each case on the terms and subject to the provisions set forth under "Description of the Notes--Redemption." The "2034 Fixed/Floating Rate Notes Make-Whole Redemption
Period" means the period beginning on (and including) September 9, 2023 (six months following the Issue Date) to (but excluding) the 2034 Fixed/Floating Rate Notes Par Redemption Date;
provided that if any additional notes of the same series are issued after the Issue Date, the 2034 Fixed/Floating Rate Notes Make-Whole Redemption Period for such additional notes shall begin on
(and include) the date that is six months following the issue date for such additional notes.
We may, in our sole discretion, redeem the 2044 Fixed/Floating Rate Notes (a) during the 2044 Fixed/Floating Rate Notes Make-Whole Redemption Period (as defined below), in whole at any
time during such period or in part from time to time during such period, at a redemption price equal to the greater of: (i) 100% of their principal amount and (ii) a make-whole price calculated as set
forth under "Description of the Notes--Redemption" (in each case plus any accrued and unpaid interest on the 2044 Fixed/Floating Rate Notes to be redeemed to (but excluding) the applicable
redemption date) or (b) subsequently, pursuant to a 2044 Fixed/Floating Rate Notes Par Redemption (as defined herein), in whole but not in part, on March 9, 2043 (the "2044 Fixed/Floating Rate
Notes Par Redemption Date") at a redemption price equal to 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the 2044 Fixed/Floating Rate Notes Par
Redemption Date, in each case on the terms and subject to the provisions set forth under "Description of the Notes--Redemption." The "2044 Fixed/Floating Rate Notes Make-Whole Redemption
Period" means the period beginning on (and including) September 9, 2023 (six months following the Issue Date) to (but excluding) the 2044 Fixed/Floating Rate Notes Par Redemption Date;
provided that if any additional notes of the same series are issued after the Issue Date, the 2044 Fixed/Floating Rate Notes Make-Whole Redemption Period for such additional notes shall begin on
(and include) the date that is six months following the issue date for such additional notes.
We may also, in our sole discretion, redeem the Notes upon the occurrence of a Loss Absorption Disqualification Event, on the terms and subject to the provisions set forth under "Description
of the Notes--Redemption."
We may also, in our sole discretion, redeem the Notes upon the occurrence of certain tax events as described in this prospectus supplement and the accompanying prospectus. Any redemption
of the Notes is subject to the restrictions described in this prospectus supplement under "Description of the Notes--Redemption".
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, together with accrued and unpaid payments with respect to the outstanding 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-26. Unless otherwise defined, terms that are defined in "Description of the Notes" beginning on page
S-42 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 2029
Per 2034
Per 2044
Fixed/Floating
Fixed/Floating
Fixed/Floating
Rate Note
Total
Rate Note
Total
Rate Note
Total
Public Offering Price(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.000%
$2,000,000,000
100.000%
$2,250,000,000
100.000%
$2,750,000,000
Underwriting Discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.300%
$
6,000,000
0.400%
$
9,000,000
0.750%
$
20,625,000
Proceeds to us (before expenses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.700%
$1,994,000,000
99.600%
$2,241,000,000
99.250%
$2,729,375,000
(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 March 9, 2023.
Sole Book-Running Manager
HSBC
The date of this prospectus supplement is March 2, 2023.

TABLE OF CONTENTS
Prospectus Supplement
Prospectus
Page
Page
Certain Definitions and Presentation of
About This Prospectus . . . . . . . . . . . . . . . . . . .
3
Financial and Other Data . . . . . . . . . . . . . . .
S-5
Presentation of Financial Information . . . . . . .
3
Limitations on Enforcement of U.S. Laws
Limitation on Enforcement of U.S. Laws
Against Us, Our Management and
against Us, our Management and Others . . .
3
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-6
Cautionary Statement Regarding Forward-
Cautionary Statement Regarding Forward-
Looking Statements . . . . . . . . . . . . . . . . . . .
4
Looking Statements . . . . . . . . . . . . . . . . . . .
S-6
Where You Can Find More Information About
Where You Can Find More Information
Us . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
About Us . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-7
HSBC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
Summary of the Offering . . . . . . . . . . . . . . . . .
S-9
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-26
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . .
8
HSBC Holdings Plc . . . . . . . . . . . . . . . . . . . . .
S-39
Consolidated Capitalization and Indebtedness
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . .
S-40
of HSBC Holdings plc . . . . . . . . . . . . . . . . .
9
Consolidated Capitalization and Indebtedness
Description of Debt Securities . . . . . . . . . . . . .
10
of HSBC Holdings Plc . . . . . . . . . . . . . . . . .
S-41
Description of Contingent Capital
Description of the Notes . . . . . . . . . . . . . . . . .
S-42
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27
Form, Settlement and Clearance . . . . . . . . . . .
S-66
Description of Ordinary Shares . . . . . . . . . . . .
38
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-67
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45
Certain ERISA Considerations . . . . . . . . . . . .
S-68
Underwriting (Conflicts of Interest) . . . . . . . . .
56
Underwriting (Conflicts of Interest) . . . . . . . .
S-70
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . .
60
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . .
S-80
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-81
S-1

We are responsible for the information contained and incorporated by reference in this prospectus
supplement, the accompanying prospectus and in any related free-writing prospectus we prepare or
authorize. We have not authorized anyone to give you any other information, and we take no responsibility
for any other information that others may give you. We are not, and the underwriters are not, making an
offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not
assume that the information appearing in this prospectus supplement, the accompanying prospectus and
in any related free-writing prospectus we prepare or authorize, as well as information we have previously
filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference, is
accurate as of any date other than their respective dates. Our business, financial condition, results of
operations and prospects may have changed since those dates.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the
Notes in certain jurisdictions may be restricted by law. This prospectus supplement and the accompanying
prospectus do not constitute an offer, or an invitation on our behalf or on behalf of the underwriters or any of
them, to subscribe to or purchase any of the Notes, and may not be used for or in connection with an offer or
solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any person
to whom it is unlawful to make such an offer or solicitation.
In connection with the issue of the Notes, HSBC Securities (USA) Inc. as the stabilization manager (or
any person acting on behalf of it) may, to the extent permitted by laws or regulations, over-allot the Notes
or effect transactions with a view to supporting the market price of the Notes at a level higher than that
which might otherwise prevail. However, stabilization may not necessarily occur. Any stabilization action
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 cease at any time, but it must end no later than the earlier of 30 days after the
Issue Date and 60 days after the date of the allotment of the Notes. Any stabilization action or over-
allotment must be conducted by HSBC Securities (USA) Inc. as the relevant stabilization manager (or any
person acting on behalf of it) 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) fall 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, as amended (the
"FSMA")) 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.
IMPORTANT--EU PRIIPs REGULATION/PROHIBITION OF SALES TO EEA RETAIL
INVESTORS. The Notes are not intended to be offered, sold or otherwise made available to and should
not be offered, sold or otherwise made available to any retail investor in the European Economic Area
("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer
within the meaning of Directive (EU) 2016/97 (the "IDD"), where that customer would not qualify as a
S-2

professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information
document required by Regulation (EU) No 1286/2014 (as amended, the "EU PRIIPs Regulation") for
offering or selling the Notes or otherwise making them available to retail investors in the EEA has been
prepared and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the EU PRIIPs Regulation.
IMPORTANT--UK PRIIPS REGULATION--PROHIBITION OF SALES TO UK RETAIL
INVESTORS. The Notes are not intended to be offered, sold or otherwise made available to and should
not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a
retail investor means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2
of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018, as amended (the "EUWA"); (ii) a customer within the meaning of the provisions
of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97,
where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA. Consequently,
no key information document required by the Regulation (EU) No 1286/2014 as it forms part of UK
domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or
otherwise making them available to retail investors in the UK has been prepared and therefore offering or
selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful
under the UK PRIIPs Regulation.
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 2001 (2020 Revised Edition) 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).
Notice to Canadian Investors
The Notes may be sold only to purchasers resident in a province of Canada purchasing, or deemed to be
purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus
Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and that are not
created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the
definition of "accredited investor". Any resale of the Notes must be made in accordance with an exemption from,
or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for
rescission or damages if this prospectus supplement and the accompanying prospectus (including any amendment
hereto or thereto) contains a misrepresentation; provided that the remedies for rescission or damages are
exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's
province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the
purchaser's province or territory for particulars of these rights or consult with a legal advisor. Pursuant to section
3A.3 of National Instrument 33-105 Underwriting Conflicts ("NI 33-105"), the underwriters are not required to
comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection
with this offering.
We are not a member institution of the Canada Deposit Insurance Corporation. The liability incurred by us
through the issuance and sale of the Notes is not a deposit. We are not regulated as a financial institution in
Canada.
S-3

Upon receipt of this prospectus supplement, each Canadian investor hereby confirms that it has expressly
requested that all documents evidencing or relating in any way to the sale of the Notes described herein
(including for greater certainty any purchase confirmation or any notice) be drawn up in the English language
only. Par la réception de ce document, chaque investisseur canadien confirme par les présentes qu'il a
expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente
des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d'achat ou
tout avis) soient rédigés en anglais seulement.
Important Notice to Prospective Investors Pursuant to Paragraph 21 of the Hong Kong Code of Conduct
Prospective investors should be aware that certain intermediaries in the context of this offering of the Notes,
including certain underwriters, are "capital market intermediaries" ("CMIs") subject to Paragraph 21 of the Code
of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission (the "SFC
Code"). This notice to prospective investors is a summary of certain obligations the SFC Code imposes on such
CMIs, which require the attention and cooperation of prospective investors. Certain CMIs may also be acting as
"overall coordinators" ("OCs") for this offering and are subject to additional requirements under the SFC Code.
Prospective investors who are the directors, employees or major shareholders of HSBC Holdings, a CMI or
its group companies would be considered under the SFC Code as having an association ("Association") with
HSBC Holdings, the CMI or the relevant group company. Prospective investors associated with HSBC Holdings
or any CMI (including its group companies) should specifically disclose this when placing an order for the Notes
and should disclose, at the same time, if such orders may negatively impact the price discovery process in
relation to this offering. Prospective investors who do not disclose their Associations are hereby deemed not to be
so associated. Where prospective investors disclose their Associations but do not disclose that such order may
negatively impact the price discovery process in relation to this offering, such order is hereby deemed not to
negatively impact the price discovery process in relation to this offering.
Prospective investors should ensure, and by placing an order prospective investors are deemed to confirm,
that orders placed are bona fide, are not inflated and do not constitute duplicated orders (i.e. two or more
corresponding or identical orders placed via two or more CMIs). If a prospective investor is an asset management
arm affiliated with any underwriter, such prospective investor should indicate when placing an order if it is for a
fund or portfolio where the underwriter or its group company has more than 50% interest, in which case it will be
classified as a "proprietary order" and subject to appropriate handling by CMIs in accordance with the SFC Code
and should disclose, at the same time, if such "proprietary order" may negatively impact the price discovery
process in relation to this offering. Prospective investors who do not indicate this information when placing an
order are hereby deemed to confirm that their order is not a "proprietary order". If a prospective investor is
otherwise affiliated with any underwriter, such that its order may be considered to be a "proprietary order"
(pursuant to the SFC Code), such prospective investor should indicate to the relevant underwriter when placing
such order. Prospective investors who do not indicate this information when placing an order are hereby deemed
to confirm that their order is not a "proprietary order". Where prospective investors disclose such information but
do not disclose that such "proprietary order" may negatively impact the price discovery process in relation to this
offering, such "proprietary order" is hereby deemed not to negatively impact the price discovery process in
relation to this offering.
Prospective investors should be aware that certain information may be disclosed by CMIs (including private
banks) which is personal and/or confidential in nature to the prospective investor. By placing an order,
prospective investors are deemed to have understood and consented to the collection, disclosure, use and transfer
of such information by the underwriter and/or any other third parties as may be required by the SFC Code,
including to HSBC Holdings, any OCs, relevant regulators and/or any other third parties as may be required by
the SFC Code, it being understood and agreed that such information shall only be used for the purpose of
complying with the SFC Code, during the bookbuilding process for this offering. Failure to provide such
information may result in that order being rejected.
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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.
As used in this prospectus supplement: (i) the "Notes" means any of the 2029 Fixed/Floating Rate Notes,
the 2034 Fixed/Floating Rate Notes, or the 2044 Fixed/Floating Rate Notes, as applicable; (ii) a "Fixed Rate
Period" means any of a 2029 Fixed/Floating Rate Notes Fixed Rate Period, a 2034 Fixed/Floating Rate Notes
Fixed Rate Period, or a 2044 Fixed/Floating Rate Notes Fixed Rate Period, as applicable; (iii) a "Fixed Rate
Period Interest Payment Date" means any of a 2029 Fixed/Floating Rate Notes Fixed Rate Period Interest
Payment Date, a 2034 Fixed/Floating Rate Notes Fixed Rate Period Interest Payment Date, or a 2044 Fixed/
Floating Rate Notes Fixed Rate Period Interest Payment Date, as applicable; (iv) "Floating Rate Interest Period"
means any of a 2029 Fixed/Floating Rate Notes Floating Rate Interest Period, a 2034 Fixed/Floating Rate Notes
Floating Rate Interest Period, or a 2044 Fixed/Floating Rate Notes Floating Rate Interest Period, as applicable;
(v) a "Floating Rate Period" means any of a 2029 Fixed/Floating Rate Notes Floating Rate Period, a 2034 Fixed/
Floating Rate Notes Floating Rate Period, or a 2044 Fixed/Floating Rate Notes Floating Rate Period, as
applicable; (vi) a "Floating Rate Period Interest Payment Date" means any of a 2029 Fixed/Floating Rate Notes
Floating Rate Period Interest Payment Date, a 2034 Fixed/Floating Rate Notes Floating Rate Period Interest
Payment Date, or a 2044 Fixed/Floating Rate Notes Floating Rate Period Interest Payment Date, as applicable;
(vii) the "Initial Interest Rate" means any of the 2029 Fixed/Floating Rate Notes Initial Interest Rate, the 2034
Fixed/Floating Rate Notes Initial Interest Rate, or the 2044 Fixed/Floating Rate Notes Initial Interest Rate, as
applicable; (viii) an "Interest Payment Date" means any of a 2029 Fixed/Floating Rate Notes Interest Payment
Date, a 2034 Fixed/Floating Rate Notes Interest Payment Date, or a 2044 Fixed/Floating Rate Notes Interest
Payment Date, as applicable; (ix) the "Margin" means any of the 2029 Fixed/Floating Rate Notes Margin, the
2034 Fixed/Floating Rate Notes Margin, or the 2044 Fixed/Floating Rate Notes Margin, as applicable;
(x) "Make-Whole Redemption" means any of the 2029 Fixed/Floating Rate Notes Make-Whole Redemption, the
2034 Fixed/Floating Rate Notes Make-Whole Redemption, or the 2044 Fixed/Floating Rate Notes Make-Whole
Redemption, as applicable; (xi) "Make-Whole Redemption Period" means any of the 2029 Fixed/Floating Rate
Notes Make-Whole Redemption Period, the 2034 Fixed/Floating Rate Notes Make-Whole Redemption Period, or
the 2044 Fixed/Floating Rate Notes Make-Whole Redemption Period, as applicable; (xii) the "Maturity Date"
means any of the 2029 Fixed/Floating Rate Notes Maturity Date, the 2034 Fixed/Floating Rate Notes Maturity
Date, or the 2044 Fixed/Floating Rate Notes Maturity Date, as applicable; (xiii) the "Par Redemption Date"
means any of the 2029 Fixed/Floating Rate Notes Par Redemption Date, the 2034 Fixed/Floating Rate Notes Par
Redemption Date, or the 2044 Fixed/Floating Rate Notes Par Redemption Date, as applicable; and (xiv) "Par
Redemption" means any of the 2029 Fixed/Floating Rate Notes Par Redemption, the 2034 Fixed/Floating Rate
Notes Par Redemption, or the 2044 Fixed/Floating Rate Notes Par Redemption, as applicable.
Presentation of Financial Information
The consolidated annual financial statements of the HSBC Group comply with international accounting
standards in conformity with UK-adopted International Accounting Standards, the requirements of the UK
Companies Act 2006 and have also applied International Financial Reporting Standards ("IFRSs") adopted
pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union ("EU"). These financial
statements are also prepared in accordance with IFRSs as issued by the International Accounting Standards
Board ("IASB"), including interpretations issued by the IFRS Interpretations Committee, as there are no
applicable differences from IFRSs issued by the IASB for the periods presented. As of December 31, 2022, there
were no unendorsed standards effective for the year ended December 31, 2022 affecting the consolidated
financial statements included in our Annual Report on Form 20-F for the year ended December 31, 2022, filed
with the SEC on February 22, 2023 (the "2022 Form 20-F"). We use the U.S. dollar as our presentation currency
S-5

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 relating to the year ended December 31, 2022 (i) complies with international
accounting standards in conformity with the UK-adopted International Accounting Standards, the requirements
of the UK Companies Act 2006 and with IFRSs adopted pursuant to Regulation (EC) No 1606/2002 as it applies
in the EU, and (ii) is prepared in accordance with IFRSs as issued by the IASB. 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, (ii) "sterling," "pounds sterling" or "£" are to the lawful currency of
the UK, (iii) "AUD" are to the lawful currency of Australia and (iv) "EUR" or "" are to the lawful currency of
the member states of the European Union that have adopted or adopt the single currency in accordance with the
Treaty establishing the European Community, as amended.
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
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," "seek", "reasonably possible" or "anticipates" or the negative thereof or similar expressions, or by
discussions of strategy.
These forward-looking statements include statements relating to: the 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; changes in general economic conditions in the markets in
which the HSBC Group operates, such as new, continuing or deepening recessions and prolonged inflationary
pressures; the impact of the Russia-Ukraine war and the Covid-19 pandemic on the global markets generally and
the HSBC Group in particular; geopolitical tensions in the countries in which we operate, including those arising
as a result of the Russia-Ukraine war; and the UK's relationship with the EU. We have based the forward-looking
S-6

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 2022 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 2022 Form 20-F.
WHERE YOU CAN FIND MORE INFORMATION ABOUT US
We have filed with the SEC a registration statement on Form F-3 (No. 333-253632) (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 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 2022 Form 20-F.
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
S-7

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-8

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-42 have the same meaning when used in this summary.
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . HSBC Holdings plc.
Securities Offered . . . . . . . . . . . . . . . . . 6.161% Fixed Rate/Floating Rate Senior Unsecured Notes due 2029
in an aggregate principal amount of $2,000,000,000 (such series of
notes, the "2029 Fixed/Floating Rate Notes").
6.254% Fixed Rate/Floating Rate Senior Unsecured Notes due 2034
in an aggregate principal amount of $2,250,000,000 (such series of
notes, the "2034 Fixed/Floating Rate Notes").
6.332% Fixed Rate/Floating Rate Senior Unsecured Notes due 2044
in an aggregate principal amount of $2,750,000,000 (such series of
notes, the "2044 Fixed/Floating Rate Notes").
Issue Date . . . . . . . . . . . . . . . . . . . . . . . . March 9, 2023 (the "Issue Date").
Terms Specific to the 2029 Fixed/Floating Rate Notes:
Maturity Date . . . . . . . . . . . . . . . . . . . . The 2029 Fixed/Floating Rate Notes will mature on March 9, 2029
(the "2029 Fixed/Floating Rate Notes Maturity Date").
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . From (and including) the Issue Date to (but excluding) March 9, 2028
(the "2029 Fixed/Floating Rate Notes Fixed Rate Period"), interest on
the 2029 Fixed/Floating Rate Notes will be payable at a rate of
6.161% per annum (the "2029 Fixed/Floating Rate Notes Initial
Interest Rate").
From (and including) March 9, 2028 to (but excluding) the 2029
Fixed/Floating Rate Notes Maturity Date (the "2029 Fixed/Floating
Rate Notes Floating Rate Period"), the interest rate on the 2029
Fixed/Floating Rate Notes will be equal to the Benchmark (as defined
below) plus 1.970% per annum (the "2029 Fixed/Floating Rate Notes
Margin"). During the 2029 Fixed/Floating Rate Notes Floating Rate
Period, the interest rate on the 2029 Fixed/Floating Rate Notes will be
calculated quarterly on each applicable Interest Determination Date.
Interest Payment Dates . . . . . . . . . . . . . During the 2029 Fixed/Floating Rate Notes Fixed Rate Period,
interest on the 2029 Fixed/Floating Rate Notes will be payable
semi-annually in arrear on March 9 and September 9 of each year,
beginning on September 9, 2023 (each, a "2029 Fixed/Floating Rate
Notes Fixed Rate Period Interest Payment Date").
S-9