Obligation HSBC Premier 6.1% ( US404280AM17 ) en USD

Société émettrice HSBC Premier
Prix sur le marché refresh price now   109.547 %  ▲ 
Pays  Royaume-uni
Code ISIN  US404280AM17 ( en USD )
Coupon 6.1% par an ( paiement semestriel )
Echéance 13/01/2042



Prospectus brochure de l'obligation HSBC US404280AM17 en USD 6.1%, échéance 13/01/2042


Montant Minimal 2 000 USD
Montant de l'émission 750 000 000 USD
Cusip 404280AM1
Notation Standard & Poor's ( S&P ) A- ( Qualité moyenne supérieure )
Notation Moody's A3 ( Qualité moyenne supérieure )
Prochain Coupon 14/01/2026 ( Dans 3 jours )
Description détaillée HSBC Holdings plc est une banque multinationale britannique qui opère dans plus de 60 pays et territoires, offrant une large gamme de services financiers aux particuliers, aux entreprises et aux institutions.

L'obligation HSBC (ISIN : US404280AM17, CUSIP : 404280AM1), émise au Royaume-Uni pour un montant total de 750 000 000 USD, offre un taux d'intérêt de 6,1%, est cotée actuellement à 106,845%, avec une échéance le 13/01/2042, des paiements semestriels, une taille minimale d'achat de 2000 unités et bénéficie d'une notation A- par S&P et A3 par Moody's.







PROSPECTUS SUPPLEMENT
(To prospectus dated April 16, 2010)
HSBC HOLDINGS PLC
$900,000,000 4.875% Senior Unsecured Notes due January 14, 2022
$750,000,000 6.100% Senior Unsecured Notes due January 14, 2042
We are offering $900,000,000 principal amount of 4.875% Senior Unsecured Notes due January 14, 2022, or
the 2022 Notes, and $750,000,000 principal amount of 6.100% Senior Unsecured Notes due January 14, 2042, or
the 2042 Notes and, together with the 2022 Notes, the Notes. The Notes will be issued pursuant to an indenture
dated as of August 26, 2009, as described herein. HSBC Holdings plc will pay interest in arrears on the Notes on
January 14 and July 14 of each year, at a rate of 4.875% per annum for the 2022 Notes and a rate of 6.100% per
annum for the 2042 Notes, beginning on July 14, 2012. The 2022 Notes will mature on January 14, 2022. The 2042
Notes will mature on January 14, 2042.
We may redeem each series of the Notes, in whole but not in part, at any time up to 100% of their principal
amount plus accrued interest upon the occurrence of certain tax events described in this prospectus supplement and
the accompanying prospectus.
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-7.
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
Total for
Per
Total for
2022 Note
2022 Notes
2042 Note
2042 Notes
Public Offering Price(1) . . . . . . . . . . . . . . . . . . . . . .
99.909%
$899,181,000
99.927%
$749,452,500
Underwriting Discount . . . . . . . . . . . . . . . . . . . . . . .
0.400%
$
3,600,000
0.875%
$
6,562,500
Proceeds to us (before expenses) . . . . . . . . . . . . . . . .
99.509%
$895,581,000
99.052%
$742,890,000
(1) Plus accrued interest payment, if any, from November 17, 2011.
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 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 HSBC or its agent informs the purchaser otherwise in the confirmation of sale, you may assume
this prospectus supplement and the accompanying prospectus is 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 S.A./N.V. on or about November 17, 2011.
HSBC
The date of this prospectus supplement is November 14, 2011.




TABLE OF CONTENTS
Prospectus Supplement
Page
Certain Definitions and Presentation of Financial and Other Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-4
Limitation on Enforcement of US Laws Against Us, Our Management and Others. . . . . . . . . . . . . . . . .
S-4
Cautionary Statement Regarding Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-5
Where You Can Obtain More Information About Us . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-5
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-7
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-9
HSBC Holdings plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-11
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-12
Ratio of Earnings to Combined Fixed Charges and Preference Share Dividends . . . . . . . . . . . . . . . . . . .
S-12
Consolidated Capitalisation and Indebtedness of HSBC Holdings plc . . . . . . . . . . . . . . . . . . . . . . . . . .
S-13
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-17
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-17
Conflicts of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-20
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-21
Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-21
Prospectus
Page
About This Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Presentation of Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
Limitation on Enforcement of US Laws Against Us, Our Management and Others . . . . . . . . . . . . . . . . .
2
Where You Can Obtain More Information About Us . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
HSBC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
Consolidated Capitalisation and Indebtedness of HSBC Holdings plc . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
Description of Debt Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
Description of Dollar Preference Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23
Description of ADSs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47
Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47
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 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.
FOR NEW HAMPSHIRE RESIDENTS ONLY: NEITHER THE FACT THAT A REGISTRATION
STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B
OF THE NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR
THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN
THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF
NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND
NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR
EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRE-
TARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR
RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS
UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUS-
TOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS
PARAGRAPH.
There are certain restrictions on the distribution of this prospectus supplement and the accompanying
prospectus, as set out in "Plan of Distribution (Conflicts of Interest)".
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.
This communication is only being distributed to and is only directed at (i) persons who are outside the
United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom
it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being
referred to as "relevant persons"). The Notes are only available to, and any invitation, offer or agreement to
subscribe, purchase or otherwise acquire such Notes will be engaged in only with, relevant persons. Any person who
is not a relevant person should not act or rely on this document or any of its contents.
This prospectus supplement and the accompanying prospectus have been prepared on the basis that, except to
the extent sub-paragraph (ii) below may apply, any offer of Notes in any Member State of the European Economic
Area which has implemented the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to
an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement
to publish a prospectus for offers of Notes. Accordingly any person making or intending to make an offer in that
Relevant Member State of Notes which are the subject of an offering contemplated in this prospectus supplement
and the accompanying prospectus is deemed to agree that they will only do so (i) in circumstances in which no
S-2


obligation arises for us or any underwriter 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,
or (ii) if a prospectus for such offer has been approved by the competent authority in that Relevant Member State or,
where appropriate, approved in another Relevant Member State and notified to the competent authority in that
Relevant Member State and (in either case) published, all in accordance with the Prospectus Directive, provided that
any such prospectus has subsequently been completed by final terms which specify that offers may be made other
than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State and such offer is made in the
period beginning and ending on the dates specified for such purpose in such prospectus or final terms, as applicable,
and we have consented in writing to its use for the purpose of such offer. Except to the extent sub-paragraph
(ii) above may apply, neither we nor any underwriter have authorized, nor do they authorize, the making of any offer
of Notes in circumstances in which an obligation arises for us or any underwriter to publish or supplement a
prospectus for such offer.
For the purposes of this provision, the expression "Prospectus Directive" means Directive 2003/71/EC (and
amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant
Member State), and includes any relevant implementing measure in the Relevant Member State and the expression
"2010 PD Amending Directive" means Directive 2010/73/EU.
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," "we," "us" and
"our" refer to HSBC Holdings plc. "HSBC Group" and "Group" mean HSBC together with its subsidiary
undertakings.
Presentation of Financial Information
Our consolidated Group financial statements and the separate financial statements of HSBC have been
prepared in accordance with International Financial Reporting Standards ("IFRSs"), as endorsed by the European
Union ("EU"). EU-endorsed IFRSs may differ from IFRSs as issued by the International Accounting Standards
Board ("IASB"), if, at any point in time, new or amended IFRSs have not been endorsed by the EU. At
December 31, 2010, there were no unendorsed standards effective for the year ended December 31, 2010 affecting
our consolidated and separate financial statements, included in our Annual Report on Form 20-F for the year ended
December 31, 2010, 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,
2010 are prepared in accordance with IFRSs as issued by the IASB.
At June 30, 2011, there were no unendorsed standards effective for the period ended June 30, 2011 affecting
our interim consolidated financial statements, included in our Interim Report for the six-month period ended
June 30, 2011 furnished under cover of Form 6-K to the SEC on August 5, 2011, and there was no difference
between IFRSs endorsed by the EU and IFRSs issued by the IASB in terms of their application to HSBC.
Unless otherwise stated, the information presented in this document has been prepared in accordance with IFRSs.
See "Where You Can Obtain More Information About Us." HSBC uses the US dollar as its presentation currency
because the US dollar and currencies linked to it form the major currency bloc in which HSBC transacts its business.
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 "A" 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, (iii) "sterling" "pounds sterling" or "£" are to the lawful currency of the
United Kingdom, (iv) "BRL" is to the lawful currency of the Federative Republic of Brazil, and (v) "CAD" is 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.
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 or anticipates or the negative thereof or
similar expressions, or by discussions of strategy. 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. 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 HSBC's Annual Report on Form 20-F for the year ended
December 31, 2010 filed with the SEC, our Interim Report for the six-month period ended June 30, 2011 furnished
under cover of Form 6-K to the SEC on August 5, 2011 and our Interim Management Statement for the nine-month
period ended September 30, 2011 furnished under cover of Form 6-K to the SEC on November 9, 2011.
WHERE YOU CAN OBTAIN MORE INFORMATION ABOUT US
We have filed with the SEC a registration statement (the "Registration Statement") on Form F-3
(No. 333-158065) 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.,
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. We incorporate by reference in this prospectus
supplement and the accompanying prospectus our Annual Report on Form 20-F for the year ended December 31,
2010, our Interim Report for the six-month period ended June 30, 2011 furnished under cover of Form 6-K to the
SEC on August 5, 2011 and our Interim Management Statement for the nine-month period ended September 30,
2011 furnished under cover of Form 6-K to the SEC on November 9, 2011.
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 shall 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 shall 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 shall 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.
S-5


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: Investor Affairs
Tel: +1-212-525-5000
S-6


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 before you decide to invest in the Notes.
Risks Relating to HSBC's Business
You should read "Challenges and Uncertainties" on pages 84 to 88 in our Interim Report for the six-month
period ended June 30, 2011 furnished under cover of Form 6-K to the SEC on August 5, 2011 and "Challenges and
Uncertainties" on pages 88 to 93 in our Annual Report on Form 20-F for the year ended December 31, 2010, both of
which are incorporated by reference in this prospectus supplement, or similar sections in subsequent filings
incorporated by reference in this prospectus supplement, for information on risks relating to HSBC's business.
The Independent Commission on Banking has published its final report on competition and possible
structural reforms in the UK banking industry. The implementation of the recommendations included in
the final report could have a material adverse effect on us.
The UK Independent Commission on Banking ("ICB") published its Final Report on September 12, 2011. The
Commission's reform proposals, if adopted as legislation in substantially the form prescribed, would have wide
ranging implications for the structure and costs of UK headquartered global systemically important banks
("G-SIBs") and the UK banking industry.
In respect of large G-SIBs, including HSBC, the ICB proposes that there should be primary loss-absorbing
capacity equal to at least 17% of risk-weighted assets ("RWA") calculated under Basel III. This capacity should be
satisfied by G-SIBs complying with the Basel III capital requirements and issuing additional equity and/or long-
term, unsecured bonds that are loss-absorbing at the point where the G-SIB is no longer viable. The supervisor of a
G-SIB would retain the power to increase this minimum loss-absorbing capacity to 20% of RWA if it had concerns
about the ability to restructure or liquidate the G-SIB.
In addition, in respect of UK universal banks, including HSBC's major UK banking subsidiary, HSBC Bank
plc, the ICB has proposed a separation of the UK retail and wholesale banking operations through the creation of a
ring-fenced retail bank ("RFB"). The ICB recommends that a large ring-fenced bank should be required to maintain
an equities "ring-fence buffer" of at least 3% of RWA above the Basel III base requirement of 7% of RWAs.
The Chancellor of the Exchequer has expressed broad approval of the ICB's Final Report and indicated that the
UK Government endorses in principle the proposals to establish a RFB and greater primary loss absorbing capacity.
The Government is not, however, bound to adopt the Commission's recommendations.
If the proposals described above are adopted, major changes to HSBC's corporate structure and business
activities conducted in the UK through HSBC Bank plc might be required. The changes will likely include the
spinning-out of the RFB from the existing UK incorporated universal bank. The proposals, if adopted, would take an
extended period of time to implement and would have a significant impact on the Group's costs both to implement
and to run the ongoing operations as restructured.
The European Commission is actively considering introducing specific taxes for the financial sector and
has published a legislative proposal for a financial transaction tax. The implementation of financial sec-
tor taxes could have a material adverse effect on us.
The European Commission is actively considering introducing specific taxes for the financial sector. On
September 28, 2011, it published a legislative proposal for a financial transaction tax in the 27 Member States of the
European Union, together with draft legislative text of the implementing directive. It is unclear whether the
directive will enter into force in its proposed form, or at all. If it does enter into force in that form, or if similar or
alternative taxes on the financial sector were to come into force, this may have a material impact on the Group.
S-7


Risks Relating to the Notes
We may redeem the Notes at any time for certain tax reasons.
We may redeem each series of the Notes at any time in whole (but not in part) upon the occurrence of a tax
event, as more particularly described under "Description of the Debt Securities -- Redemption" on page 18 of the
accompanying prospectus. Certain of such events may occur at any time after the issue date of the Notes and it is
therefore possible that we would be able to redeem the Notes at any time after such issue date.
If we redeem the Notes in the circumstances mentioned above, you may not be able to reinvest the redemption
proceeds in securities offering a comparable yield.
We may issue securities pari passu with the Notes and/or secured debt.
There is no restriction on the amount of securities that we may issue which rank pari passu with the Notes
being offered hereby. The issue of any such securities may reduce the amount recoverable by holders of the Notes in
the event we are wound up.
Further, the terms of the indenture governing the Notes permit us (and our subsidiaries) to incur additional
debt, including secured debt. The Notes will be effectively subordinated to any indebtedness or other liabilities of
our subsidiaries and to any indebtedness of HSBC Holdings plc that is secured by property or assets to the extent of
the value of the property or assets securing such indebtedness.
Our holding company structure may mean that our rights to participate in assets of any of our subsidiaries
upon its liquidation may be subject to prior claims of some of its creditors.
Because we are a holding company, our rights to participate in the assets of any subsidiary if it is liquidated will
be subject to the prior claims of its creditors, except to the extent that we may be a creditor with recognized claims
ranking ahead of or pari passu with such prior claims against the subsidiary.
Standard & Poor's Rating Services has published new criteria for rating banks on November 9, 2011. The
application of these new criteria to our credit ratings may result in a change to our credit ratings, which
could affect the market value of the Notes.
Standard & Poor's Rating Services ("S&P") has recently published the final criteria for rating banks under its
redesigned credit rating methodology. S&P expects to start applying its new criteria in late November 2011, with the
aim of publishing credit ratings on all banks according to the new criteria by mid-December 2011.
While S&P expects that more than 90% of its long-term bank credit ratings are likely to remain within one
notch of the current rating, there can be no assurance that the application of the new criteria to our credit ratings by
S&P will not result in a change to those ratings, including a potential downgrade in our credit ratings. Our credit
ratings are an assessment of our ability to pay our obligations, including those on the Notes, and are not a
recommendation to buy, sell or hold the Notes. Consequently, any actual or anticipated downgrades in our credit
ratings may affect the market value of the Notes.
The securities that we are offering constitute new issues of securities by us, and we cannot guarantee that
an active public market for the securities will develop or be sustained.
Each series of the Notes being offered hereby will constitute a new issue of securities by us. Prior to our present
issuance of each series of Notes, there will have been no public market for such series. Although we will apply for
the Notes to be listed on the New York Stock Exchange, there can be no assurance that an active public market for
the Notes will develop and, if such a market were to develop, the underwriters are under no obligation to maintain
such a market. The liquidity and the market prices for the Notes can be expected to vary with changes in market and
economic conditions and our financial condition and prospects and other factors that generally influence the market
prices of securities.
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