Bond HSBC Global plc 2.95% ( US404280AY54 ) in USD

HSBC Global plc

100.031 % ▲

United Kingdom

US404280AY54 ( in USD )

2.95% per year ( payment 2 times a year)

25/05/2021 - Bond has expired

Prospectus brochure of the bond HSBC Holdings plc US404280AY54 in USD 2.95%, expired

200 000 USD

2 500 000 000 USD

404280AY5

HSBC Holdings plc is a multinational banking and financial services holding company headquartered in London, operating globally with a focus on Asia, Europe, and the Americas, offering a wide range of services including personal banking, wealth management, commercial banking, and investment banking.

HSBC Holdings plc's USD 2,500,000,000 2.95% bond (CUSIP: 404280AY5, ISIN: US404280AY54), issued in the United Kingdom, matured on May 25, 2021, and has been redeemed at 100.031%.

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424B5 1 d191765d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-202420

PROSPECTUS SUPPLEMENT
(To prospectus dated February 25, 2016)

HSBC HOLDINGS PLC
$2,500,000,000 2.950% Senior Unsecured Notes due 2021
$2,000,000,000 3.600% Senior Unsecured Notes due 2023
$2,500,000,000 3.900% Senior Unsecured Notes due 2026
$1,000,000,000 Floating Rate Senior Unsecured Notes due 2021

We are offering $2,500,000,000 principal amount of 2.950% Senior Unsecured Notes due 2021 (the "2021 Fixed Rate Notes"), $2,000,000,000 principal amount of 3.600% Senior
Unsecured Notes due 2023 (the "2023 Fixed Rate Notes"), $2,500,000,000 principal amount of 3.900% Senior Unsecured Notes due 2026 (the "2026 Fixed Rate Notes") (together, the
"Fixed Rate Notes") and $1,000,000,000 principal amount of Floating Rate Senior Unsecured Notes due 2021 (the "Floating Rate Notes"). The Notes (as defined below) will be issued
pursuant to the indenture dated as of August 26, 2009 (as amended or supplemented from time to time), as supplemented and amended by a second supplemental indenture, which is
expected to be entered into on May 25, 2016 (the indenture, together with the second supplemental indenture, the "Indenture"). The "Notes" means any of the 2021 Fixed Rate Notes, the
2023 Fixed Rate Notes, the 2026 Fixed Rate Notes or the Floating Rate Notes, as applicable.
We will pay interest semi-annually in arrear on the 2021 Fixed Rate Notes on May 25 and November 25 of each year, beginning on November 25, 2016, at a rate of 2.950% per
annum. The 2021 Fixed Rate Notes will mature on May 25, 2021.
We will pay interest semi-annually in arrear on the 2023 Fixed Rate Notes on May 25 and November 25 of each year, beginning on November 25, 2016, at a rate of 3.600% per
annum. The 2023 Fixed Rate Notes will mature on May 25, 2023.
We will pay interest semi-annually in arrear on the 2026 Fixed Rate Notes on May 25 and November 25 of each year, beginning on November 25, 2016, at a rate of 3.900% per
annum. The 2026 Fixed Rate Notes will mature on May 25, 2026.
We will pay interest quarterly in arrear on the Floating Rate Notes on February 25, May 25, August 25 and November 25 of each year, beginning on August 25, 2016, at a floating
rate equal to the three-month U.S. dollar London interbank offered rate, plus 1.66% per annum. The Floating Rate Notes will mature on May 25, 2021.
We may redeem the Notes in whole (but not in part) at 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the date of redemption upon the
occurrence of certain tax events as described in this prospectus supplement and the accompanying prospectus.
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), 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 the UK bail-in power by the relevant UK resolution authority with respect to 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.
Investing in the Notes involves certain risks. See "Risk Factors" beginning on Page S-12.
Unless otherwise defined, terms that are defined in "Description of the Notes" beginning on page S-25 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 2021 Fixed Rate Note
Total

Per 2023 Fixed Rate Note
Total

Public Offering Price(1)

99.875%
$2,496,875,000

99.963%
$1,999,260,000
Underwriting Discount

0.325%
$
8,125,000

0.375%
$
7,500,000
Proceeds to us (before expenses)

99.550%
$2,488,750,000

99.588%
$1,991,760,000

Per 2026 Fixed Rate Note
Total

Per Floating Rate Note
Total

Public Offering Price(1)

99.647%
$2,491,175,000

100.000%
$1,000,000,000
Underwriting Discount

0.425%
$
10,625,000

0.325%
$
3,250,000
Proceeds to us (before expenses)

99.222%
$2,480,550,000

99.675%
$ 996,750,000

(1)
Plus accrued interest, if any, from May 25, 2016.
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
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use this prospectus supplement and the accompanying prospectus in a market-making transaction in any of these Notes after their initial sale. In connection with any use of this
prospectus supplement and the accompanying prospectus by HSBC Securities (USA) Inc. or another of our affiliates, unless we or our agent informs the purchaser otherwise in the
confirmation of sale, you may assume this prospectus supplement and the accompanying prospectus are being used in a market-making transaction.
The underwriters expect to deliver the Notes to purchasers in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants,
including Clearstream Banking, société anonyme, and Euroclear Bank SA/NV on or about May 25, 2016.

Sole Book-Running Manager
HSBC
The date of this prospectus supplement is May 18, 2016.
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

Prospectus

Page

Page
Certain Definitions and Presentation of Financial and Other
About This Prospectus

2
Data
S-4
Presentation of Financial Information

2
Limitations on Enforcement of US Laws against Us, our
Limitation on Enforcement of US Laws against Us, our
Management and Others
S-4
Management and Others

2
Cautionary Statement Regarding Forward- Looking
Forward-Looking Statements

3
Statements
S-5
Where You Can Find More Information About Us

3
Where You Can Find More Information About Us
S-5
HSBC

4
Summary of the Offering
S-7
Risk Factors

5
Risk Factors
S-12
Use of Proceeds

9
HSBC Holdings plc
S-19
Consolidated Capitalisation and Indebtedness of HSBC
Use of Proceeds
S-20
Holdings plc

10
Consolidated Capitalization and Indebtedness of HSBC
Description of Debt Securities

14
Holdings plc
S-21
Description of Contingent Convertible Securities

29
Description of the Notes
S-25
Description of Dollar Preference Shares

39
Taxation
S-32
Description of Preference Share ADSs

45
Certain ERISA Considerations
S-33
Description of Ordinary Shares

52
Underwriting (Conflicts of Interest)
S-35
Taxation

58
Legal Opinions
S-43
Underwriting (Conflicts of Interest)

68
Independent Registered Public Accounting Firms
S-43
Legal Opinions

71
Independent Registered Public Accounting Firms

71

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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
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such an offer or solicitation.
In connection with the issue of the Notes, HSBC Securities (USA) Inc. or any person acting for it may over-allot or effect transactions
with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail for a limited period after
the issue date. However, there may be no obligation on HSBC Securities (USA) Inc. or any agent of it to do this. Such stabilizing, if
commenced, may be discontinued at any time and must be brought to an end after a limited period.
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 or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the
meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise
lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This document is
directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment
activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.
This prospectus supplement has been prepared on the basis that any offer of the Notes in any Member State of the European Economic Area
(the "EEA") will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus for offers of the
Notes. Accordingly any person making or intending to make an offer in that Member State of the Notes which are the subject of an offering
contemplated in this prospectus supplement as completed by final terms in relation to the offer of the Notes 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

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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 Notes through any financial intermediary, other than offers made by the underwriters, which constitute
the final placement of the Notes contemplated in this prospectus supplement. The expression "Prospectus Directive" means Directive 2003/71/EC
(and amendments thereto, including Directive 2010/73/EU), and includes any relevant implementing measure in the Member State.

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CERTAIN DEFINITIONS AND PRESENTATION OF FINANCIAL AND OTHER DATA
Definitions
As used in this prospectus supplement and the accompanying prospectus, the terms "HSBC Holdings," "we," "us" and "our" refer to HSBC
Holdings plc. "HSBC Group" and "HSBC" mean HSBC Holdings together with its subsidiary undertakings.
As used in this prospectus supplement, the "Notes" means any of the 2021 Fixed Rate Notes, the 2023 Fixed Rate Notes, the 2026 Fixed Rate
Notes or the Floating Rate Notes, 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 ("IASB") and as endorsed by the European Union ("EU"). EU-endorsed
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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. At December
31, 2015, there were no unendorsed standards effective for the year ended December 31, 2015 affecting our consolidated financial statements, and
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, 2015 were prepared in accordance with IFRSs as issued by the IASB.
We use the US dollar as our presentation currency in our consolidated financial statements because the US 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) "US dollars," "US$," "dollars" or "$" are to the lawful currency of the United States of
America, (ii) "euro" or "" are to the lawful currency of the Member States of the EU that have adopted or adopt the single currency in accordance
with the Treaty establishing the European Community, as amended, (iii) "sterling" "pounds sterling" or "£" are to the lawful currency of the
United Kingdom and (iv) "CAD" are to the lawful currency of Canada.

LIMITATIONS ON ENFORCEMENT OF US 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 US courts judgments obtained in US 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 US 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 United Kingdom. The enforceability of any
judgment in the United Kingdom will depend on the particular facts of the case in effect at the time.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus and the documents incorporated by reference herein contain both historical and
forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements.
Forward-looking statements may be identified by the use of terms such as "believes," "expects," "estimate," "may," "intends," "plan," "will,"
"should," "potential," "reasonably possible" or "anticipates" or the negative thereof or similar expressions, or by discussions of strategy. These
forward-looking statements include statements relating to: Moody's Investor Service statement regarding our financial strength; 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" in HSBC Holdings' Annual Report on
Form 20-F for the year ended December 31, 2015 filed with the SEC on February 25, 2016 (the "2015 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 2015 Form 20-F, the Form 6-K furnished to the SEC on February 29, 2016 (furnishing additional information
about our business and capital structure) and the Form 6-K furnished to the SEC on May 3, 2016 (furnishing the earnings release for the period
ended March 31, 2016).

WHERE YOU CAN FIND MORE INFORMATION ABOUT US
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We have filed with the SEC a post-effective amendment to the registration statement on Form F-3 (No. 333-202420) (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Notes offered by this prospectus supplement.
As permitted by the rules and regulations of the SEC, this prospectus supplement and the accompanying prospectus omit certain information,
exhibits and undertakings contained in the Registration Statement. For further information with respect to us or the Notes, please refer to the
Registration Statement, including its exhibits and the financial statements, notes and schedules filed as a part thereof. Statements contained in this
prospectus supplement and the accompanying prospectus as to the contents of any contract or other document are not necessarily complete, and in
each instance reference is made to the copy of such contract or document filed as an exhibit to the Registration Statement, each such statement
being qualified in all respects by such reference. In addition, we file with the SEC annual reports and special reports, proxy statements and other
information. You may read and copy any document we file at the SEC's public reference room at 100 F Street, N.E., Room 1580, Washington,
DC 20549. Please call the SEC at (800) SEC-0330 for further information on the public reference room. Documents filed with the SEC are also
available to the public on the SEC's internet site at http://www.sec.gov.
We are "incorporating by reference" in this prospectus supplement and the accompanying prospectus the information in the documents that
we file with the SEC, which means we can disclose important information to you by referring you to those documents. The information
incorporated by reference is considered to be a part of this prospectus supplement and the accompanying prospectus. Each document incorporated
by reference is 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

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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 2015 Form 20-
F, the Form 6-K furnished to the SEC on February 29, 2016 (furnishing additional information about our business and capital structure), the Form
6-K furnished to the SEC on March 18, 2016 (furnishing the notice of annual general meeting) and the Form 6-K furnished to the SEC on May 3,
2016 (furnishing the earnings release for the period ended March 31, 2016).
In addition, all documents filed by us with the SEC pursuant to Sections 13(a), 13(c) or 15(d) of the US 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 England
Tel: +44-20-7991-8888
HSBC Holdings plc
c/o HSBC Bank USA, National Association
452 Fifth Avenue
New York, New York, 10018
Attn: Company Secretary
Tel: +1-212-525-5000

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Table of Contents
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-25 have the same meaning when used in this summary.

Issuer
HSBC Holdings plc.

Securities Offered
2.950% Senior Unsecured Notes due 2021 in an aggregate principal amount of
$2,500,000,000 (such series of notes, the "2021 Fixed Rate Notes").
3.600% Senior Unsecured Notes due 2023 in an aggregate principal amount of
$2,000,000,000 (such series of notes, the "2023 Fixed Rate Notes").
3.900% Senior Unsecured Notes due 2026 in an aggregate principal amount of
$2,500,000,000 (such series of notes, the "2026 Fixed Rate Notes").

Floating Rate Senior Unsecured Notes due 2021 in an aggregate principal amount of

$1,000,000,000 (such series of notes, the "Floating Rate Notes").

Issue Date
May 25, 2016.

Terms Specific to the 2021 Fixed Rate Notes:

Interest
Interest on the 2021 Fixed Rate Notes will be payable at a rate of 2.950% per annum.

Interest Payment Date
Interest on the 2021 Fixed Rate Notes will be payable semi-annually in arrear on May 25
and November 25 of each year, beginning on November 25, 2016.

Maturity Date
The 2021 Fixed Rate Notes will mature on May 25, 2021.

Terms Specific to the 2023 Fixed Rate Notes:

Interest
Interest on the 2023 Fixed Rate Notes will be payable at a rate of 3.600% per annum.

Interest Payment Date
Interest on the 2023 Fixed Rate Notes will be payable semi-annually in arrear on May 25
and November 25 of each year, beginning on November 25, 2016.

Maturity Date
The 2023 Fixed Rate Notes will mature on May 25, 2023.

Terms Specific to the 2026 Fixed Rate Notes:

Interest
Interest on the 2026 Fixed Rate Notes will be payable at a rate of 3.900% per annum.

Interest Payment Date
Interest on the 2026 Fixed Rate Notes will be payable semi-annually in arrear on May 25
and November 25 of each year, beginning on November 25, 2016.

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Maturity Date
The 2026 Fixed Rate Notes will mature on May 25, 2026.
Terms Specific to the Floating Rate Notes:

Interest
The initial interest rate on the Floating Rate Notes for the first Floating Rate Interest Period
(as defined below) will be equal to the three-month U.S. dollar London interbank offered
rate ("LIBOR"), as determined on May 23, 2016, plus 1.66% per annum (the "Floating
Rate Initial Interest Rate"). Thereafter, the interest rate on the Floating Rate Notes for any
Floating Rate Interest Period will be LIBOR, as determined on the applicable Floating Rate
Interest Determination Date (as defined below), plus 1.66% per annum. The interest rate on
the Floating Rate Notes will be reset quarterly on each Floating Rate Interest Reset Date (as
defined below).

Interest Payment Date
Interest on the Floating Rate Notes will be payable quarterly in arrear on February 25, May
25, August 25 and November 25 of each year, beginning on August 25, 2016 (each, a
"Floating Rate Interest Payment Date").

Interest Reset Dates
Every February 25, May 25, August 25 and November 25 of each year, commencing
on August 25, 2016 (each, a "Floating Rate Interest Reset Date"); provided that the interest
rate in effect from (and including) May 25, 2016 to (but excluding) the first Floating Rate
Interest Reset Date will be the Floating Rate Initial Interest Rate.

Interest Periods
The period beginning on (and including) a Floating Rate Interest Payment Date and ending
on (but excluding) the next succeeding Floating Rate Interest Payment Date (each, a
"Floating Rate Interest Period"); provided that the first Floating Rate Interest Period will
begin on May 25, 2016 and will end on (but exclude) August 25, 2016.

Interest Determination Date
The second London banking day preceding the applicable Floating Rate Interest Reset Date
(each, a "Floating Rate Interest Determination Date"); provided that the first Floating Rate
Interest Determination Date will be the second London banking day (as defined below)
preceding the issue date (which is May 23, 2016).

"London banking day" means any day on which dealings in U.S. dollars are transacted in

the London interbank market.

Maturity Date
The Floating Rate Notes will mature on May 25, 2021.

Calculation Agent
HSBC Bank USA, National Association, or its successor appointed by us, pursuant to a
calculation agent agreement expected to be entered into on May 25, 2016.

Calculation of U.S. Dollar LIBOR
LIBOR will be determined by the calculation agent in accordance with the following
provisions:

(1)
With respect to any Floating Rate Interest Determination Date, LIBOR will be the
rate (expressed as a percentage per annum) for deposits in U.S. dollars having a

maturity of three months commencing on the related Floating Rate Interest Reset
Date that appears on Reuters Page LIBOR01 (as defined below) as of 11:00 a.m.,
London

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time, on that Floating Rate Interest Determination Date. If no such rate appears, then

LIBOR, in respect of that Floating Rate Interest Determination Date, will be
determined in accordance with the provisions described in (2) below.

(2)
With respect to a Floating Rate Interest Determination Date on which no rate appears
on Reuters Page LIBOR01, the calculation agent will request the principal London
offices of each of four major reference banks in the London interbank market (which
may include affiliates of the underwriters), as selected and identified by us, to provide
its offered quotation (expressed as a percentage per annum) for deposits in U.S.
dollars for the period of three months, commencing on the related Floating Rate
Interest Reset Date, to prime banks in the London interbank market at approximately
11:00 a.m., London time, on that Floating Rate Interest Determination Date, and in a
principal amount that is representative for a single transaction in U.S. dollars in that
market at that time. If at least two quotations are provided, then LIBOR on that
Floating Rate Interest Determination Date will be the arithmetic mean of those
quotations. If fewer than two quotations are provided, then LIBOR on the Floating

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

"Reuters Page LIBOR01" means the display that appears on Reuters Page LIBOR01 or any

page as may replace such page on such service (or any successor service) for the purpose of
displaying LIBOR of major banks for U.S. dollars.

Terms Applicable to each Series of Notes:

Optional Redemption
The Notes are not redeemable at the option of the noteholders at any time.

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 for certain tax reasons." The redemption price will be equal to 100% of

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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.

Notice of 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.

Agreement with Respect to the Exercise of UK Bail- By its acquisition of the Notes, each noteholder (which, for these purposes, includes each
in Power
beneficial owner) will acknowledge, accept, consent and agree, notwithstanding any other
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424B5
term of the Notes, the Indenture or any other agreements, arrangements or understandings
between us and any noteholder, to be bound by (a) the effect of the exercise of any UK
bail-in power (as defined under "Description of the Notes--Definitions") by the relevant
UK resolution authority (as defined under "Description of the Notes--Definitions"); and (b)
the variation of the terms of the Notes or the Indenture, if necessary, to give effect to the
exercise of any UK bail-in power by the relevant UK resolution authority. No repayment or
payment of Amounts Due (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 below),
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.

Payment of Additional Amounts
We will pay additional amounts in respect of the Notes, in the circumstances described
under "Description of Debt Securities--Additional Amounts--Senior Debt Securities and
Undated Subordinated Debt Securities" in the accompanying prospectus (such additional
amounts, "Additional Amounts").

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

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

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Securities--Form, Settlement and Clearance " in the accompanying prospectus.

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

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

Sinking Fund
There will be no sinking fund for the Notes.
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424B5

Trustee
We will issue the Notes under the indenture dated August 26, 2009 (as amended or
supplemented from time to time), as supplemented and amended by a second supplemental
indenture, which is expected to be entered into on May 25, 2016, with The Bank of New
York Mellon, London Branch, as trustee (the indenture, together with the second
supplemental indenture, the "Indenture").

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

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

Conflicts of Interest
HSBC Securities (USA) Inc. is an affiliate of HSBC Holdings and, as such, the offering is
being conducted in compliance with FINRA Rule 5121, as administered by the Financial
Industry Regulatory Authority ("FINRA").

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

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

Governing Law
The Indenture and the Notes will be governed by, and construed in accordance with, the
laws of the State of New York. Any legal proceedings arising out of, or based upon, the
Indenture or the Notes may be instituted in any state or federal court in the Borough of
Manhattan in New York City, New York.

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RISK FACTORS
An investment in the Notes involves significant risk. Accordingly, you should consider carefully all of the information set forth in, or
incorporated by reference into, this prospectus supplement and the accompanying prospectus, including the section entitled "Risk Factors," before
you decide to invest in the Notes. Terms which are defined in "Description of the Notes" included in this prospectus supplement beginning on page
S-25 have the same meaning when used in this section.
Risks Relating to HSBC's Business
For information on risks relating to HSBC's business, you should read the risks described in the 2015 Form 20-F, including the section
entitled "Risk Factors" on pages 109a through 109l and Note 40 (Legal proceedings and regulatory matters) to the consolidated financial
statements included therein on pages 446 through 454, which is incorporated by reference in this prospectus supplement and/or similar disclosure
in subsequent filings incorporated by reference in this prospectus supplement.
Risks Relating to the Notes
Under the terms of the Notes, you will agree to be bound by the exercise of any UK bail-in power by the relevant UK resolution authority.
You will agree to be bound by the exercise of any UK bail-in power (as defined under "Description of the Notes--Definitions") and you
should consider the risk that you may lose all of your investment, including the principal amount plus any accrued interest, if the UK bail-in power
is acted upon or that any remaining outstanding Notes or securities into which the Notes are converted, including our ordinary shares, may be of
little value at the time of conversion and thereafter (as described under "--Risks Relating to the Notes--The Notes are the subject of the UK bail-
in power, which may result in your Notes being written down to zero or converted into other securities, including unlisted equity securities").
Specifically, by your acquisition of the Notes, you (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
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