Obligation HSBC Holdings plc 3% ( XS1961843171 ) en GBP

HSBC Holdings plc

93.02 % ▼

Royaume-Uni

XS1961843171 ( en GBP )

3% par an ( paiement annuel )

22/07/2028

Prospectus brochure de l'obligation HSBC Holdings plc XS1961843171 en GBP 3%, échéance 22/07/2028

100 000 GBP

1 000 000 000 GBP

22/07/2024 ( Dans 67 jours )

L'Obligation émise par HSBC Holdings plc ( Royaume-Uni ) , en GBP, avec le code ISIN XS1961843171, paye un coupon de 3% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 22/07/2028

PROSPECTUS SUPPLEMENT
(To prospectus dated February 23, 2018)
HSBC
HSBC Holdings plc
£1,000,000,000 3.000% Resettable Senior Unsecured Notes due 2028
We are offering £1,000,000,000 principal amount of 3.000% Resettable Senior Unsecured Notes due 2028 (the "Notes"). The Notes will be issued pursuant to the indenture
dated as of August 26, 2009 (as amended or supplemented from time to time), as amended and supplemented by an eleventh supplemental indenture, which is expected to be
entered into on March 12, 2019 (the indenture, together with the eleventh supplemental indenture, the "Indenture").
The interest rate on the Notes per annum will be equal to (i) 3.000%, from (and including) March 12, 2019 (the "Issue Date") to (but excluding) July 22, 2027 (such date, the
"Reset Date") and (ii) the sum of 1.650% and the applicable Mid-Market Swap Rate (as defined herein) on the Reset Determination Date (as defined herein), from (and including)
the Reset Date to (but excluding) the Maturity Date. There will be a short first coupon in respect of the period from (and including) the Issue Date to (but excluding) July 22, 2019.
We will pay interest annually on the Notes in arrear on July 22 of each year, beginning on July 22, 2019. The Notes will mature on July 22, 2028.
We may redeem the Notes in whole (but not in part) in our sole discretion at 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the date
of redemption on the Reset Date or upon the occurrence of certain tax events as described in this prospectus supplement and the accompanying prospectus.
The interest rate following the Reset Date may be less than the initial interest rate of 3.000%. Moreover, if LIBOR (as defined herein) ceases to be calculated or administered
for publication, the Independent Financial Adviser (as defined herein) or we may select an Alternative Base Rate (as defined herein) and the manner in which the Mid-Market
Swap Rate is calculated or determined may be varied, as described in this prospectus supplement. See "Description of the Notes--Interest."
By its acquisition of the Notes, each noteholder (which, for these purposes, includes each beneficial owner) will acknowledge, accept, consent and agree,
notwithstanding any other term of the Notes, the Indenture or any other agreements, arrangements or understandings between us and any noteholder, to be bound by
(a) the effect of the exercise of any UK bail-in power (as defined herein) by the relevant UK resolution authority (as defined herein); and (b) the variation of the terms of
the Notes or the Indenture, if necessary, to give effect to the exercise of any UK bail-in power by the relevant UK resolution authority. No repayment or payment of
Amounts Due (as defined below) will become due and payable or be paid after the exercise of any UK bail-in power by the relevant UK resolution authority if and to the
extent such amounts have been reduced, converted, cancelled, amended or altered as a result of such exercise. For these purposes, "Amounts Due" are the principal
amount of, and any accrued but unpaid interest, including any Additional Amounts (as defined herein), on, the Notes. References to such amounts will include amounts
that have become due and payable, but which have not been paid, prior to the exercise of any UK bail-in power by the relevant UK resolution authority. See
"Description of the Notes--Agreement with Respect to the Exercise of UK Bail-in Power." Moreover, each noteholder (which, for these purposes, includes each beneficial
owner) will consent to the exercise of the UK bail-in power as it may be imposed without any prior notice by the relevant UK resolution authority of its decision to
exercise such power with respect to the Notes.
By its acquisition of the Notes, each noteholder (which, for these purposes, includes each beneficial owner) will acknowledge, accept, consent and agree to be bound
by the Independent Financial Adviser's or our determination of the Alternative Base Rate, the Alternative Screen Page (as defined herein) and any Calculation Changes
(as defined herein), including as may occur without any prior notice from us and without the need for us to obtain any further consent from such noteholder.
The remedies under the Notes are more limited than those that may be available to some of our other unsubordinated creditors. There is no right of acceleration in the case of
non-payment of principal and/or interest on the Notes or of our failure to perform any of our obligations under or in respect of the Notes. Payment of the principal amount of the
Notes may be accelerated only upon certain events of a winding-up, as described under "Description of the Notes--Events of Default and Defaults."
By its acquisition of the Notes, each noteholder (which, for these purposes, includes each beneficial owner), to the extent permitted by the Trust Indenture Act of
1939, as amended, will waive any and all claims, in law and/or in equity, against The Bank of New York Mellon, London Branch, as trustee, for, agree not to initiate a
suit against the trustee in respect of, and agree that the trustee will not be liable for, any action that the trustee takes, or abstains from taking, in either case in
accordance with the exercise of (i) the UK bail-in power by the relevant UK resolution authority with respect to the Notes or (ii) the limited remedies available under the
Indenture and the Notes for a non-payment of principal and/or interest on the Notes.
Application will be made to list the Notes on the New York Stock Exchange. Trading on the New York Stock Exchange is expected to begin within 30 days of the initial
delivery of the Notes.
The Notes are not deposit liabilities of HSBC Holdings plc and are not covered by the United Kingdom Financial Services Compensation Scheme or insured by the
U.S. Federal Deposit Insurance Corporation or any other governmental agency of the United Kingdom, the United States or any other jurisdiction.
Investing in the Notes involves certain risks. See "Risk Factors" beginning on Page S-14.
Singapore Securities and Futures Act Product Classification--Solely for the purposes of its obligations pursuant to Sections 309B(1)(a) and 309B(1)(c) of the
Securities and Futures Act (Chapter 289 of Singapore) (the "SFA"), we have determined, and hereby notify all relevant persons (as defined in Section 309A of the SFA)
that the Notes are "prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and
"Excluded Investment Products" (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
Unless otherwise defined, terms that are defined in "Description of the Notes" beginning on page S-28 have the same meaning when used on this cover page.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus supplement or the related prospectus. Any representation to the contrary is a criminal offense.
Per Note
Total
Public Offering Price(1)
99.367%
£993,670,000
Underwriting Discount
0.350%
£
3,500,000
Proceeds to us (before expenses)
99.017%
£990,170,000
(1) Plus accrued interest, if any, from March 12, 2019.
We may use this prospectus supplement and the accompanying prospectus in the initial sale of the Notes. In addition, 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 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 Clearstream Banking S.A. and Euroclear Bank SA/NV on or about
March 12, 2019.
Sole Book-Running Manager
HSBC
The date of this prospectus supplement is March 5, 2019.

TABLE OF CONTENTS
Prospectus Supplement
Prospectus
Page
Page
Certain Definitions and Presentation of
About This Prospectus
2
Financial and Other Data
S-4
Presentation of Financial Information
2
Limitations on Enforcement of U.S. Laws
Limitation on Enforcement of U.S. Laws
against Us, our Management and Others
S-4
against Us, our Management and Others
3
Cautionary Statement Regarding Forward-
Cautionary Statement Regarding Forward-
Looking Statements
S-5
Looking Statements
3
Where You Can Find More Information
Where You Can Find More Information About
About Us
S-5
Us
3
Summary of the Offering
S-7
HSBC
5
Risk Factors
S-14
Risk Factors
6
HSBC Holdings plc
S-24
Use of Proceeds
11
Currency Conversion
S-25
Consolidated Capitalization and Indebtedness
Use of Proceeds
S-26
of HSBC Holdings plc
12
Consolidated Capitalization and Indebtedness
Description of Debt Securities
13
of HSBC Holdings plc
S-27
Description of Contingent Convertible
Description of the Notes
S-28
Securities
29
Form, Settlement and Clearance
S-40
Description of Dollar Preference Shares
40
Taxation
S-43
Description of Preference Share ADSs
46
Certain ERISA Considerations
S-44
Description of Ordinary Shares
54
Underwriting (Conflicts of Interest)
S-46
Taxation
60
Legal Opinions
S-52
Underwriting (Conflicts of Interest)
71
Experts
S-53
Legal Opinions
74
Experts
74
S-1

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).
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 Bank plc 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 Bank plc or any agent of it to do this.
Any stabilization may begin on or after the date on which adequate public disclosure of the terms of the
offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier
of 30 days after we receive the proceeds of the issue and 60 days after the date of the allotment of any
Notes. Such stabilization, if commenced, may be effected on any stock exchange, over-the-counter market
or otherwise, in accordance with all applicable laws and rules.
You should not invest in the Notes unless you have the knowledge and expertise (either alone or with a
financial adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on the
value of the Notes due to the likelihood of an exercise of the UK bail-in power and the impact this investment
will have on your overall investment portfolio. Prior to making an investment decision, you should consider
carefully, in light of your own financial circumstances and investment objectives, all the information contained in
this prospectus supplement and the accompanying prospectus and incorporated by reference herein and therein.
This document is for distribution only to persons who (i) have professional experience in matters relating to
investments and who fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article
49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order,
(iii) are outside the United Kingdom ("UK") or (iv) are persons to whom an invitation or inducement to engage
in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in
connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as "relevant persons"). This document is directed only
S-2

at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this document relates is available only to relevant persons and will be
engaged in only with relevant persons.
This prospectus supplement has been prepared on the basis that any offer of the Notes in any Member State
of the European Economic Area (the "EEA") will be made pursuant to an exemption under the Prospectus
Directive from the requirement to produce a prospectus for offers of the Notes. Accordingly, any person making
or intending to make an offer in that Member State of the Notes which are the subject of the offering
contemplated in this prospectus supplement may only do so in circumstances in which no obligation arises for us
or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement
a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither we
nor any of the underwriters have authorized, nor do we or any of the underwriters authorize, the making of any
offer of the Notes in circumstances in which an obligation arises for us or the underwriters to publish a
prospectus for such offer. Neither we nor the underwriters have authorized, nor do we authorize, the making of
any offer of the Notes through any financial intermediary, other than offers made by the underwriters, which
constitute the final placement of the Notes contemplated in this prospectus supplement. The expression
"Prospectus Directive" means Directive 2003/71/EC (as amended or superseded), and includes any relevant
implementing measure in any Member State.
MiFID II product governance
Solely for the purposes of each manufacturer's product approval process, the target market assessment in
respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties
and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all
channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any
person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration
the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the
manufacturers' target market assessment) and determining appropriate distribution channels.
S-3

CERTAIN DEFINITIONS AND PRESENTATION OF FINANCIAL AND OTHER DATA
Definitions
As used in this prospectus supplement and the accompanying prospectus, the terms "HSBC Holdings,"
"we," "us" and "our" refer to HSBC Holdings plc. "HSBC Group" and "HSBC" mean HSBC Holdings together
with its subsidiary undertakings.
Presentation of Financial Information
The consolidated financial statements of HSBC Group have been prepared in accordance with International
Financial Reporting Standards ("IFRSs"), as issued by the International Accounting Standards Board (the
"IASB") and as endorsed by the European Union ("EU"). EU-endorsed IFRSs could differ from IFRSs as issued
by the IASB, if, at any point in time, new or amended IFRSs were to be endorsed by the EU. As of December 31,
2018, there were no unendorsed standards effective for the year ended December 31, 2018 affecting our
consolidated financial statements included in our Annual Report on Form 20-F for the year ended December 31,
2018, filed with the SEC on February 20, 2019 (the "2018 Form 20-F"). As of December 31, 2018 there was no
difference between IFRSs endorsed by the EU and IFRSs issued by the IASB in terms of their application to
HSBC. Accordingly, HSBC's financial statements for the year ended December 31, 2018 were prepared in
accordance with IFRSs as issued by the IASB.
We use the U.S. dollar as our presentation currency in our consolidated financial statements because the
U.S. dollar and currencies linked to it form the major currency bloc in which we transact and fund our business.
With the exception of the capital ratios presented under "HSBC Holdings plc," the financial information
presented in this document has been prepared in accordance with IFRSs as issued by the IASB and as endorsed
by the EU. See "Where You Can Find More Information About Us."
Currency
In this prospectus supplement, all references to (i) "U.S. dollars," "US$," "dollars" or "$" are to the lawful
currency of the United States of America and (ii) "sterling," "pounds sterling" or "£" are to the lawful currency
of the UK.
LIMITATIONS ON ENFORCEMENT OF U.S. LAWS AGAINST US, OUR MANAGEMENT AND
OTHERS
We are an English public limited company. Most of our directors and executive officers (and certain experts
named in this prospectus supplement and the accompanying prospectus or in documents incorporated herein by
reference) are resident outside the United States, and a substantial portion of our assets and the assets of such
persons are located outside the United States. As a result, it may not be possible for you to effect service of
conversion and thereafter. In addition, trading behavior, including prices and volatility, may be affected by the
process within the United States upon these persons or to enforce against them or us in U.S. courts judgments
obtained in U.S. courts predicated upon the civil liability provisions of the federal securities laws of the United
States. We have been advised by our English solicitors, Cleary Gottlieb Steen & Hamilton LLP, that there is
doubt as to enforceability in the English courts, in original actions or in actions for enforcement of judgments of
U.S. courts, of liabilities predicated solely upon the federal securities laws of the United States. In addition,
awards of punitive damages in actions brought in the United States or elsewhere may not be enforceable in the
UK. The enforceability of any judgment in the UK will depend on the particular facts of the case in effect at the
time.
S-4

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus and the documents incorporated by reference
herein contain both historical and forward-looking statements. All statements other than statements of historical
fact are, or may be deemed to be, forward-looking statements. Forward-looking statements may be identified by
the use of terms such as "believes," "expects," "estimate," "may," "intends," "plan," "will," "should,"
"potential," "reasonably possible" or "anticipates" or the negative thereof or similar expressions, or by
discussions of strategy. These forward-looking statements include statements relating to: implementation and
exercise of the UK bail-in powers; our plan to issue additional senior debt securities; and listing of the Notes. We
have based the forward-looking statements on current expectations and projections about future events. These
forward-looking statements are subject to risks, uncertainties and assumptions about us, as described under
"Cautionary statement regarding forward-looking statements" contained in the 2018 Form 20-F. We undertake
no obligation to publicly update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-
looking events discussed herein might not occur. You are cautioned not to place undue reliance on any forward-
looking statements, which speak only as of their dates. Additional information, including information on factors
which may affect HSBC's business, is contained in the 2018 Form 20-F.
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. The information on that website is not part of this prospectus
supplement, except as specifically incorporated by reference herein. 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 www.hsbc.com. The information on that
website is not part of this prospectus supplement, except as specifically incorporated by reference herein.
We are "incorporating by reference" in this prospectus supplement and the accompanying prospectus the
information in the documents that we file with the SEC, which means we can disclose important information to
you by referring you to those documents. The information incorporated by reference is considered to be a part of
this prospectus supplement and the accompanying prospectus. Each document incorporated by reference is
current only as of the date of such document, and the incorporation by reference of such documents will not
create any implication that there has been no change in our affairs since the date thereof or that the information
contained therein is current as of any time subsequent to its date. The information incorporated by reference is
considered to be a part of this prospectus supplement and should be read with the same care. When we update the
information contained in documents that have been incorporated by reference by making future filings with the
SEC, the information incorporated by reference in this prospectus supplement is considered to be automatically
updated and superseded. In the case of a conflict or inconsistency between information contained in this
prospectus supplement and information incorporated by reference into this prospectus supplement, you should
rely on the information contained in the document that was filed later. We incorporate by reference in this
prospectus supplement and the accompanying prospectus the 2018 Form 20-F and the Form 6-K furnished to the
SEC on February 25, 2019 (announcing changes to our board of directors).
S-5

In addition, all documents filed by us with the SEC pursuant to Sections 13(a), 13(c) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, to the extent expressly stated therein,
certain reports on Form 6-K furnished by us after the date of this prospectus supplement will also be deemed to
be incorporated by reference in this prospectus supplement and the accompanying prospectus from the date of
filing of such documents. Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein will be deemed to be modified or superseded for purposes of this prospectus
supplement and the accompanying prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so
modified or superseded, to constitute a part of this prospectus supplement and the accompanying prospectus and
to be a part hereof from the date of filing of such document.
You may request a copy of these documents at no cost to you by writing or telephoning us at either of the
following addresses:
Group Company Secretary HSBC Holdings plc
8 Canada Square
London E14 5HQ United Kingdom
Tel: +44-20-7991-8888
HSBC Holdings plc
c/o HSBC Bank USA, National Association
452 Fifth Avenue
New York, New York, 10018
Attn: Company Secretary
Tel: +1-212-525-5000
S-6

SUMMARY OF THE OFFERING
The following summary highlights information contained elsewhere in this prospectus supplement and the
accompanying prospectus. This summary is not complete and does not contain all of the information that may be
important to you. You should read the entire prospectus supplement and the accompanying prospectus, including
the financial statements and related notes incorporated by reference herein, before making an investment
decision. Terms which are defined in "Description of the Notes" included in this prospectus supplement
beginning on page S-28 have the same meaning when used in this summary.
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . HSBC Holdings plc.
Securities Offered . . . . . . . . . . . . . . . . . 3.000% Resettable Senior Unsecured Notes due 2028 in an aggregate
principal amount of £1,000,000,000 (such series of notes, the
"Notes").
Issue Date . . . . . . . . . . . . . . . . . . . . . . . . March 12, 2019 (the "Issue Date").
Reset Date . . . . . . . . . . . . . . . . . . . . . . . . July 22, 2027 (the "Reset Date").
Maturity Date . . . . . . . . . . . . . . . . . . . . The Notes will mature on July 22, 2028 (the "Maturity Date").
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . Interest on the Notes will be payable at a rate per annum equal to (i)
3.000% (the "Initial Interest Rate"), from (and including) the Issue
Date to (but excluding) the Reset Date and (ii) the sum of 1.650%
(the "Margin") and the applicable Mid-Market Swap Rate (as defined
below) on the Reset Determination Date, from (and including) the
Reset Date to (but excluding) the Maturity Date. There will be a short
first coupon in respect of the period from (and including) the Issue
Date to (but excluding) July 22, 2019.
Interest Payment Dates . . . . . . . . . . . . . Interest on the Notes will be payable annually in arrear on July 22 of
each year, beginning on July 22, 2019 (each, an "Interest Payment
Date").
Reset Period . . . . . . . . . . . . . . . . . . . . . . The period from (and including) the Reset Date to (but excluding) the
Maturity Date (the "Reset Period").
Reset Determination Date . . . . . . . . . . . The second London banking day preceding the Reset Date (the "Reset
Determination Date").
"London banking day" means any day on which dealings in pounds
sterling are transacted in the London interbank market.
Optional Redemption . . . . . . . . . . . . . . We may redeem the Notes in whole (but not in part) in our sole
discretion on the Reset Date, at a redemption price equal to 100% of
their principal amount plus any accrued and unpaid interest to (but
excluding) the Reset Date. See "Risk Factors--Risks Relating to the
Notes--We may redeem the Notes on the Reset Date and for certain
tax reasons."
Tax Event Redemption . . . . . . . . . . . . . We may redeem the Notes in whole (but not in part) in our sole
discretion upon the occurrence of certain tax events. See "Risk
Factors--Risks Relating to the Notes--We may redeem the Notes on
the Reset Date and for certain tax reasons." The redemption price
S-7

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.
Mid-Market Swap Rate . . . . . . . . . . . . Means the Mid-Market Swap Rate Quotation that appears for "GBP
LIBOR IRS & Swap Spreads" as displayed on the Bloomberg ICAP
page (or such other page as may replace such page on Bloomberg or
such other information service, in each case, as may be nominated by
the person providing or sponsoring the information appearing on such
page for purposes of displaying comparable rates) (the "relevant
screen page") as of approximately 11:00 a.m. (London time) on the
Reset Determination Date, all as determined by the calculation agent
(the "Mid-Market Swap Rate"); provided, however, that if no such
rate appears on the relevant screen page for a one-year term, then the
Mid-Market Swap Rate will be determined through the use of
straight-line interpolation by reference to two rates, one of which will
be determined in accordance with the above provisions, but as if the
Reset Period were the period of time for which rates are available
next shorter than the length of the actual Reset Period and the other of
which will be determined in accordance with the above provisions,
but as if the Reset Period were the period of time for which rates are
available next longer than the length of the actual Reset Period;
provided further that if on the Reset Determination Date the relevant
screen page is not available or the Mid-Market Swap Rate does not
appear on the relevant screen page, subject to the first proviso in the
definition of Mid-Market Swap Rate Quotation below, the calculation
agent will request the principal office in London of four major banks
in the swap, money, securities or other market most closely connected
with the relevant Mid-Market Swap Rate (as selected by us on the
advice of an investment bank of international repute) (the "Reference
Banks") to provide it with its Mid-Market Swap Rate Quotation as of
approximately 11:00 a.m. (London time) on the Reset Determination
Date. If two or more of the Reference Banks provide the calculation
agent with Mid-Market Swap Rate Quotations, the interest rate for the
Reset Period will be the sum of the Margin and the arithmetic mean
of the relevant Mid-Market Swap Rate Quotations, as determined by
the calculation agent. If only one or none of the Reference Banks
provides the calculation agent with a Mid-Market Swap Rate
Quotation, the interest rate will be determined to be the Initial Interest
Rate.
S-8

Mid-Market Swap Rate Quotation . . . Means a quotation (expressed as a percentage rate per annum) for the
mean of the bid and offered rates for the fixed leg payable semi-
annually (calculated on the basis of the actual number of days in the
relevant period from (and including) the date on which interest begins
to accrue to (but excluding) the date on which it falls due divided by
365) of a fixed-for-floating interest rate swap transaction in pounds
sterling which transaction (i) has a one-year term commencing on the
Reset Date, (ii) is in an amount that is representative for a single
transaction in the pounds sterling swap rate market at 11:00 a.m.
(London time) with an acknowledged dealer of good credit in the
swap market and (iii) has a floating leg based on six-month LIBOR
(calculated on the basis of the actual number of days in the relevant
period from (and including) the date on which interest begins to
accrue to (but excluding) the date on which it falls due divided by
365); provided that, notwithstanding the second proviso in the
definition of Mid-Market Swap Rate, if we (in consultation with the
calculation agent) determine that the Mid-Market Swap Rate has
ceased to be published on the relevant screen page as a result of
LIBOR ceasing to be calculated or administered for publication, we
will use reasonable efforts to appoint an Independent Financial
Adviser to determine the Alternative Base Rate and the Alternative
Screen Page by no later than five business days prior to the Reset
Determination Date (the "Reset Determination Cut-off Date"). If we
are unable to appoint an Independent Financial Adviser, or if the
Independent Financial Adviser fails to determine the Alternative Base
Rate and theAlternative Screen Page prior to the Reset Determination
Cut-off Date, we will determine the Alternative Base Rate and the
Alternative Screen Page for the Reset Period. In either case, the Mid-
Market Swap Rate Quotation will then be the quotation for the mean
of bid and offered rates determined as provided above but as if the
reference to LIBOR was a reference to the Alternative Base Rate on
the Alternative Screen Page with any required Calculation Changes
(as defined below). Notwithstanding the foregoing, if we do not
determine the Alternative Base Rate and the Alternative Screen Page
prior to the Reset Determination Date, the interest rate for the Reset
Period will be equal to the Initial Interest Rate.
If the Independent Financial Adviser or we determine the Alternative
Base Rate, the Independent Financial Adviser or we, as applicable,
may also, following consultation with the calculation agent, make
changes to the day count fraction, the business day convention and
the definition of business day, in each case in order to follow market
practice, as well as any other changes (including to the Margin) that
we, following consultation with the Independent Financial Adviser (if
appointed), determine in good faith are reasonably necessary to
ensure the proper operation of the Alternative Base Rate or the Mid-
Market Swap Rate, as well as the comparability of the interest rate
determined by reference to the Alternative Base Rate to the interest
rate determined by reference to LIBOR (the "Calculation Changes").
S-9