Obligation HSBC Premier 4% ( US404280AN99 ) en USD

HSBC Premier

100 % ▼

Royaume-uni

US404280AN99 ( en USD )

4% par an ( paiement semestriel )

29/03/2022 - Obligation échue

Prospectus brochure de l'obligation HSBC US404280AN99 en USD 4%, échue

2 000 USD

2 000 000 000 USD

404280AN9

A- ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

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 émise par HSBC Premier ( Royaume-uni ) , en USD, avec le code ISIN US404280AN99, paye un coupon de 4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/03/2022

L'Obligation émise par HSBC Premier ( Royaume-uni ) , en USD, avec le code ISIN US404280AN99, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par HSBC Premier ( Royaume-uni ) , en USD, avec le code ISIN US404280AN99, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

PROSPECTUS SUPPLEMENT
(To prospectus dated March 22, 2012)
HSBC HOLDINGS PLC
$2,000,000,000
4.00% Senior Unsecured Notes due March 30, 2022
We are offering $2,000,000,000 principal amount of 4.00% Senior Unsecured Notes due 2022, or 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 March 30 and September 30 of each year, at a rate of
4.00% per annum, beginning on September 30, 2012. The Notes will mature on March 30, 2022.
We may redeem 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-9.
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) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.348% $1,986,960,000
Underwriting Discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.40% $
8,000,000
Proceeds to us (before expenses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
98.948% $1,978,960,000
(1) Plus accrued interest payment, if any, from March 30, 2012.
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 March 30, 2012.
HSBC
The date of this prospectus supplement is March 27, 2012.

TABLE OF CONTENTS
Prospectus Supplement
Prospectus
Page
Page
Certain Definitions and Presentation of
About This Prospectus . . . . . . . . . . . . . . . . . . .
1
Financial and Other Data . . . . . . . . . . . . . . .
S-4
Presentation of Financial Information . . . . . . .
2
Limitation on Enforcement of US Laws
Limitation on Enforcement of US Laws
Against Us, Our Management and
Against Us, Our Management and Others . .
2
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-4
Where You Can Find More Information
Cautionary Statement Regarding Forward-
About Us . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
Looking Statements . . . . . . . . . . . . . . . . . . .
S-5
HSBC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Where You Can Obtain More Information
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
About Us . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-5
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . .
6
Description of the Notes . . . . . . . . . . . . . . . . .
S-7
Consolidated Capitalization and Indebtedness
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-9
of HSBC Holdings plc . . . . . . . . . . . . . . . . .
7
HSBC Holdings plc . . . . . . . . . . . . . . . . . . . . .
S-11
Description of Debt Securities . . . . . . . . . . . . .
11
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . .
S-12
Description of Dollar Preference Shares . . . . .
24
Consolidated Capitalization and Indebtedness
Description of ADSs . . . . . . . . . . . . . . . . . . . . .
30
of HSBC Holdings plc . . . . . . . . . . . . . . . . .
S-13
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-17
Plan of Distribution . . . . . . . . . . . . . . . . . . . . .
47
Plan of Distribution . . . . . . . . . . . . . . . . . . . . .
S-18
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . .
50
Conflicts of Interest . . . . . . . . . . . . . . . . . . . . .
S-20
Independent Registered Public Accounting
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . .
S-22
Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50
Independent Registered Public Accounting
Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-22
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
SECRETARY 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, CUSTOMER, 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
S-2

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 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, 2011, there were no unendorsed standards effective for the year ended December 31, 2011
affecting our consolidated and separate financial statements, included in our Annual Report on Form 20-F for the
year ended December 31, 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. Accordingly, HSBC's financial statements for the year
ended December 31, 2011 are prepared in accordance with IFRSs as issued by the IASB.
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 "" 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) "AUD" are to the lawful currency of Australia, (v) "BRL" is to the lawful currency of the
Federative Republic of Brazil, and (vi) "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, 2011 filed with the SEC.
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. 333-180288) 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,
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 North America Holdings Inc.
452 Fifth Avenue
New York, NY, 10018
Attn: Company Secretary
Tel: +1-212-525-5000
S-6

DESCRIPTION OF THE NOTES
This section outlines the specific financial and legal terms of the Notes that are more generally described under
"Description of Debt Securities" beginning on page 11 of the prospectus that accompanies this prospectus
supplement. If anything described in this section is inconsistent with the terms described under "Description of
Debt Securities" in the accompanying prospectus, the terms described below shall prevail.
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . HSBC Holdings plc
Securities Offered . . . . . . . . . . . . . . . . . 4.00% Senior Unsecured Notes due March 30, 2022 in an aggregate
principal amount of $2,000,000,000, which we refer to as the Notes.
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . Interest on the Notes will be payable semi-annually at a rate of 4.00%
per annum.
Minimum Denominations . . . . . . . . . . . The Notes will be issued only in registered form in minimum
denominations of $2,000 and in integral multiples of $1,000 in excess
thereof.
Interest Payment Date . . . . . . . . . . . . . Interest on the Notes will be payable in arrears on March 30 and
September 30 of each year, commencing September 30, 2012.
Maturity Date . . . . . . . . . . . . . . . . . . . . The Notes will mature on March 30, 2022.
Tax Redemption . . . . . . . . . . . . . . . . . . The Notes are not redeemable at the option of the holders at any time.
We may redeem the Notes, in whole (but not in part) at our option at
any time upon the occurrence of certain tax events. See "Risk
Factors--Risks Relating to the Notes--We may redeem the Notes at
any time for certain tax reasons". The redemption price will be equal
to their principal amount together with any accrued and unpaid
interest payments to the redemption date.
Payment of Additional Amounts . . . . . We will pay additional amounts in respect of the Notes described
under "Description of Debt Securities--Additional Amounts" on page
18 of the accompanying prospectus.
Ranking . . . . . . . . . . . . . . . . . . . . . . . . . The Notes will rank equally with all present and future indebtedness
of HSBC that is not subordinated to the Notes. 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.
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").
Trading through DTC, Clearstream,
Initial settlement for the Notes will be made in immediately available
Luxembourg and Euroclear . . . . . . . funds. Secondary 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
S-7

Banking, société anonyme, in Luxembourg ("Clearstream,
Luxembourg") customers and/or Euroclear Bank S.A./N.V.
("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 is no sinking fund for the Notes.
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . We will issue the Notes under an indenture with The Bank of New
York Mellon, as trustee, dated August 26, 2009, which is referred to
on page 11 of the accompanying prospectus.
Further issuances . . . . . . . . . . . . . . . . . We may, at our sole option, at any time and without the consent of the
then existing note holders issue additional Notes in one or more
transactions subsequent to the date of this prospectus supplement with
terms (other than the issuance date, issue price and, possibly, the first
interest payment date and the date interest starts accruing) identical to
the Notes issued hereby. These additional Notes will be deemed part
of the same series as the Notes issued hereby and will provide the
holders of these additional Notes the right to vote together with
holders of the Notes issued hereby, provided that such additional
Notes will be issued with no more than de minimis original issue
discount or be part of a "qualified reopening" for US federal income
tax purposes.
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 plc,
and, as such, the offering is being conducted in compliance with the
FINRA Rule 5121, as administered by the Financial Industry
Regulatory Authority ("FINRA").
Governing law and jurisdiction
. . . . . The indenture is and the Notes will be governed by New York law.
Any legal proceedings arising out of or based upon the indenture or
the Notes may be instituted in any state or federal court in New York
City, New York.
S-8

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 "Risk Factors" on pages 12-12i in the Annual Report on Form 20-F for the year ended
December 31, 2011 and which is incorporated by reference in this prospectus supplement, "Risk Factors" on
page 5 of the accompanying prospectus, and/or similar sections in subsequent filings incorporated by reference in
this prospectus supplement, for information on risks relating to HSBC's business.
Risks Relating to the Notes
We may redeem the Notes at any time for certain tax reasons.
We may redeem 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 Debt Securities--Redemption" on page 19 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.
Our credit ratings may not reflect all risks of an investment in the notes.
HSBC's credit rating may not reflect the potential impact of all risks related to the market values of the
Notes. However, real or anticipated changes in our credit ratings may affect the market value of the Notes.
HSBC's credit rating has been placed under review for downgrade by Moody's. A credit rating is not a
recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time.
S-9