CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities Offered
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Maximum Aggregate
Offering Price |
Amount of
Registration Fee (1) |
HSBC USA Inc. Contingent Return Optimization Securities Linked to the S&P 500® Index due March 28, 2013
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$3,206,850
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$372.32
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PRICING SUPPLEMENT
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-158385
Dated March 28, 2011
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Investment Description
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Features
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q
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Contingent Return: At maturity, HSBC will pay you the Principal Amount plus a minimum return of 6.00% as long as the Index does not close below the Trigger Level on the Final Valuation Date (a decline of more than 20.00%) with a maximum return on the Securities of 25.50%. If the Index closes below the Trigger Level on the Final Valuation Date, investors will be exposed to the full negative return of the Index over the term of the Securities.
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q
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Contingent Repayment of Principal at Maturity: If you hold the Securities to maturity and the Index does not close below the Trigger Level on the Final Valuation Date, HSBC will pay you at least the full Principal Amount of the Securities plus the Contingent Return. If the Index closes below the Trigger Level on the Final Valuation Date, HSBC will pay you less than the full Principal Amount, if anything, resulting in a loss on your investment that is proportionate to the negative Index Return. The contingent repayment of principal only applies if you hold the Securities until maturity. Any payment on the Securities, including any repayment of principal, is subject to the creditworthiness of HSBC.
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Key Dates |
Trade Date
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March 28, 2011
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Settlement Date
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March 31, 2011
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Final Valuation Date1
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March 22, 2013
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Maturity Date1
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March 28, 2013
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1 See page 3 for additional details.
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Security Offering
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Index
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Contingent Return
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Maximum Gain
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Maximum Payment at Maturity (per $10 Security)
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Initial Level
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Trigger Level
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CUSIP/ISIN
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S&P 500® Index
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6.00%
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25.50%
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$12.55
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1,310.19
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1,048.15, which is
80.00% of the Initial Level
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40433C502 / US40433C5022
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Price to Public
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Underwriting Discount(1)
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Proceeds to Issuer
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Per Security
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$10.00
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$0.20
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$9.80
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Total
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$3,206,850.00
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$64,137.00
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$3,142,713.00
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(1)See “Supplemental Plan of Distribution (Conflicts of Interest)” on the last page of this pricing supplement.
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UBS Financial Services Inc.
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HSBC USA Inc.
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Additional Information about HSBC USA Inc. and the Securities
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¨
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Underlying supplement no. 3 dated October 22, 2010:
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¨
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Prospectus supplement dated April 9, 2009:
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¨
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Prospectus dated April 2, 2009:
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Investor Suitability
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The Securities may be suitable for you if:
¨ You fully understand the risks inherent in an investment in the Securities, including the risk of loss of your entire initial investment.
¨ You can tolerate a loss of all or a substantial portion of your investment and are willing to make an investment that may have downside market risk similar to the Index.
¨ You seek an investment with a return linked to the performance of the Index and believe the Index will appreciate over the term of the Securities, but that any such appreciation is unlikely to exceed the Maximum Gain of 25.50%.
¨ You are willing to invest in the Securities based on the Contingent Return of 6.00%.
¨ You understand that your return is limited to the Maximum Gain and you are willing to invest in the Securities based on the Maximum Gain of 25.50%.
¨ You are willing to hold the Securities to maturity, a term of two years, and accept that there may be little or no secondary market for the Securities.
¨ You do not seek current income from your investment and are willing to forego dividends paid on the stocks included in the Index.
¨ You are willing to assume the credit risk of HSBC, as Issuer of the Securities, and understand that if HSBC defaults on its obligations you may not receive any amounts due to you including any repayment of principal.
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The Securities may not be suitable for you if:
¨ You do not fully understand the risks inherent in an investment in the Securities, including the risk of loss of your entire initial investment.
¨ You cannot tolerate a loss of all or a substantial portion of your investment, and you are not willing to make an investment that may have downside market risk similar to the Index.
¨ You believe the Index will depreciate by more than the Trigger Level over the term of the Securities, or you believe the Index will appreciate over the term of the Securities by more that the Maximum Gain of 25.50%.
¨ You require an investment designed to provide a full return of principal at maturity.
¨ You are unwilling to invest in the Securities based on the Contingent Return of 6.00%.
¨ You are unwilling to invest in the Securities based on the Maximum Gain of 25.50%.
¨ You seek an investment that has unlimited return potential without a cap on appreciation.
¨ You prefer the lower risk, and therefore accept the potentially lower returns, of conventional debt securities with comparable maturities issued by HSBC or another issuer with a similar credit rating.
¨ You seek current income from your investment or prefer to receive the dividends paid on the stocks included in the Index.
¨ You are unable or unwilling to hold the Securities to maturity, a term of two years, or you seek an investment for which there will be an active secondary market.
¨ You are not willing or are unable to assume the credit risk associated with HSBC, as issuer of the Securities, for any payment on the Securities, including any repayment of principal.
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Final Terms
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Issuer
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HSBC USA Inc.
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Principal Amount
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$10 per Security
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Term
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2 years
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Trade Date
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March 28, 2011
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Settlement Date:
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March 31, 2011
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Final Valuation Date
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March 22, 2013, subject to adjustment as described under “Additional Terms of the Notes” in the accompanying underlying supplement.
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Maturity Date
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March 28, 2013, subject to adjustment as described under “Additional Terms of the Notes” in the accompanying underlying supplement.
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Index
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S&P 500® Index (Ticker: SPX)
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Trigger Level
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1,048.15, which is 80% of the Initial Level.
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Contingent Return
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6.00%
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Maximum Gain
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25.50%
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Payment at Maturity (per $10 Security) 1
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If the Final Level is equal to or greater than the Trigger Level on the Final Valuation Date, HSBC will repay the Principal Amount plus pay the greater of the Contingent Return and the Index Return, but no more than the Maximum Gain, calculated as follows:
$10 + [$10 × the greater of (a) Contingent Return and (b) Index Return, subject to the Maximum Gain]
If the Final Level is less than the Trigger Level on the Final Valuation Date, HSBC will pay you a cash payment at maturity less than the Principal Amount of $10 per Security, if anything, resulting in a loss that is proportionate to the negative Index Return, equal to:
$10 + [$10 × (Index Return)]
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Index Return
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Final Level – Initial Level
Initial Level
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Initial Level
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1,310.19, which is the Official Closing Level of the Index on the Trade Date.
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Final Level
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The Official Closing Level of the Index on the Final Valuation Date.
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Official Closing Level
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The Official Closing Level on any scheduled trading day will be the closing level of the Index as determined by the calculation agent and based on the value displayed on Bloomberg Professional® service page “SPX <INDEX>”, or on any successor page on Bloomberg Professional® service or any successor service, as applicable.
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Calculation Agent
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HSBC USA Inc. or one of its affiliates
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CUSIP / ISIN
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40433C502 / US40433C5022
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Trustee
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Notwithstanding anything contained in the accompanying prospectus supplement to the contrary, the Securities will be issued under the senior indenture dated March 31, 2009, between HSBC USA Inc., as Issuer, and Wells Fargo Bank, National Association, as trustee. Such indenture has substantially the same terms as the indenture described in the accompanying prospectus supplement.
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Paying Agent
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HSBC Bank USA, N.A. will act as paying agent with respect to the Securities pursuant to a Paying Agent and Securities Registrar Agreement dated June 1, 2009, between HSBC USA Inc. and HSBC Bank USA, N.A.
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Investment Timeline |
What are the tax consequences of the Securities?
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Key Risks
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¨
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Risk of Loss at Maturity – The Securities differ from ordinary debt securities in that HSBC will not necessarily pay the full Principal Amount of the Securities at maturity. The return on the Securities at maturity is linked to the performance of the Index and will depend on whether, and to the extent which, the Index Return is positive or negative and if the Index Return is negative, whether the Final Level is less than the Trigger Level. If the Final Level is less than the Trigger Level, you will be fully exposed to any negative Index Return and HSBC will pay you less than your initial investment, if anything, resulting in a loss that is proportionate to the decline in the Final Level as compared to the Initial Level. Under these circumstances, you will lose a significant portion, and could lose all, of your initial investment.
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¨
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Your Maximum Return on the Securities Is Limited to the Maximum Gain—If the Final Level is greater than the Initial Level, for each $10 Security, HSBC will pay you at maturity $10 plus an additional amount that will not exceed a predetermined percentage of the Principal Amount, regardless of the appreciation in the Index, which may be significant. We refer to this percentage as the Maximum Gain, which is 25.50%. As a result, your return on the Securities may be less than the return on a hypothetical direct investment in the Index.
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Contingent Repayment of Principal and the Contingent Return Apply Only if You Hold the Securities to Maturity – You should be willing to hold your Securities to maturity. If you are able to sell your Securities prior to maturity in the secondary market, you may have to sell your Securities at a loss relative to your initial investment even if the level of the Index at such time is above the Trigger Level. Additionally, the return you realize from a secondary market sale may not reflect the full economic value of the Contingent Return or the Securities themselves, and such return may be less than the return of the Index at the time of sale even if such return is positive and does not exceed the Maximum Gain. You can only receive the full benefit of contingent repayment of principal and the Contingent Return and earn the potential Maximum Gain from HSBC if you hold the Securities to maturity.
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Certain Built-in Costs are Likely to Adversely Affect the Value of the Securities Prior to Maturity – You should be willing to hold your Securities to maturity. The Securities are not designed to be short-term trading instruments. The price at which you will be able to sell your Securities to HSBC, its affiliates or any party in the secondary market prior to maturity, if at all, may be at a substantial discount from the Principal Amount of the Securities, even in cases where the Index has appreciated since the Trade Date.
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No Interest – HSBC will not make any interest payments with respect to the Securities.
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Credit of Issuer – The Securities are senior unsecured debt obligations of the issuer, HSBC, and are not, either directly or indirectly, an obligation of any third party. As further described in the accompanying prospectus supplement and prospectus, the Securities will rank on par with all of the other unsecured and unsubordinated debt obligations of HSBC, except such obligations as may be preferred by operation of law. Any payment to be made on the Securities, including any contingent repayment of principal at maturity, depends on the ability of HSBC to satisfy its obligations as they come due. As a result, the actual and perceived creditworthiness of HSBC may affect the market value of the Securities and, in the event HSBC were to default on its obligations, you may not receive any amounts owed to you under the terms of the Securities and could lose your entire investment.
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Owning the Securities is Not the Same as Owning the Stocks Comprising the Index – The return on your Securities may not reflect the return you would realize if you actually owned the stocks included in the Index. As a holder of the Securities, you will not have voting rights or rights to receive dividends or other distributions or other rights that holders of stocks included in the Index would have.
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The Securities are Not Insured by any Governmental Agency of The United States or any Other Jurisdiction – The Securities are not deposit liabilities or other obligations of a bank and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or program of the United States or any other jurisdiction. An investment in the Securities is subject to the credit risk of HSBC, and in the event HSBC is unable to pay its obligations when due, you may not receive any amounts owed to you under the Securities.
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Lack of Liquidity – The Securities will not be listed on any securities exchange or quotation system. One of our affiliates may offer to repurchase the Securities in the secondary market but is not required to do so and may cease any such market-making activities at any time without notice. Because other dealers are not likely to make a secondary market for the Securities, the price at which you may be able to trade your Securities is likely to depend on the price, if any, at which one of our affiliates is willing to buy the Securities, which will exclude any fees or commissions you paid when you purchased the Securities.
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Impact of Fees on Secondary Market Prices – Generally, the price of the Securities in the secondary market is likely to be lower than the initial offering price since the issue price includes, and the secondary market prices are likely to exclude, commissions, hedging costs or other compensation paid with respect to the Securities.
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No Dividend Payments or Voting Rights – Owning the Securities is not the same as owning the component stocks underlying the Index. As a holder of the Securities, you will not have voting rights or rights to receive dividends or other distributions or other rights that holders of the component stocks underlying the Index would have.
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Changes Affecting the Index – The policies of the reference sponsor concerning additions, deletions and substitutions of the stocks included in the Index and the manner in which the reference sponsor takes account of certain changes affecting those stocks included in the Index may adversely affect the level of the Index. The policies of the reference sponsor with respect to the calculation of the Index could also adversely affect the level of the Index. The reference sponsor may discontinue or suspend calculation or dissemination of the Index. Any such actions could have an adverse effect the value of the Securities.
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The Index Reflects Price Return, Not Total Return — The return on your Securities is based on the performance of the Index, which reflects the changes in the market prices of the component stocks underlying the Index. It is not, however, linked to a ‘total return’ index or strategy, which, in addition to reflecting those price returns, would also reflect dividends paid on the component stocks. The return on your Securities will not include such a total return feature or dividend component.
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Potential Conflict of Interest – HSBC and its affiliates may engage in business with the issuers of the stocks comprising the Index,
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which could affect the price of such stocks or the level of the Index and thus, may present a conflict between the obligations of HSBC and you, as a holder of the Securities. Additionally, potential conflicts of interest may exist between the Calculation Agent, which may be HSBC or any of its affiliates, and you with respect to certain determinations and judgments that the Calculation Agent must make, which include determining the Payment at Maturity based on the observed Final Level as well as whether to postpone the determination of the Final Level and the maturity date if a Market Disruption Event occurs and is continuing on the Final Valuation Date. |
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¨
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Potentially Inconsistent Research, Opinions or Recommendations by HSBC, UBS or Their Respective Affiliates – HSBC, UBS Financial Services Inc., or their respective affiliates may publish research, express opinions or provide recommendations that are inconsistent with investing in or holding any offering of the Securities and which may be revised at any time. Any such research, opinions or recommendations could affect the level of the index or the price of the stocks included in the index, and therefore, the market value of the Securities.
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Market Price Prior to Maturity – The market price of the Securities will be influenced by many unpredictable and interrelated factors, including the level of the Index; the volatility of the Index; dividends; the time remaining to the maturity of the Securities; interest rates in the markets in general; geopolitical conditions and economic, financial, political, regulatory, judicial or other events; and the credit worthiness of HSBC.
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Potential HSBC Impact on Price – Trading or transactions by HSBC or any of its affiliates in the stocks comprising the Index or in futures, options, exchange-traded funds or other derivative products on stocks comprising the Index, may adversely affect the market value of the stocks comprising the Index, the level of the Index, and, therefore, the market value of your Securities.
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Uncertain Tax Treatment – There is no direct legal authority as to the proper tax treatment of the Securities, and therefore significant aspects of the tax treatment of the Securities are uncertain, as to both the timing and character of any inclusion in income in respect of the Securities. Under one reasonable approach, the Securities should be treated as pre-paid forward or other executory contracts with respect to the Index. HSBC intends to treat the Securities consistent with this approach and pursuant to the terms of the Securities, you agree to treat the Securities under this approach for all U.S. federal income tax purposes. See “Certain U.S. Federal Income Tax Considerations — Certain Equity-Linked Notes — Certain Notes Treated as Forward Contracts or Executory Contracts” in the prospectus supplement for certain U.S. federal income tax considerations applicable to Securities that are treated as pre-paid cash-settled forward or other executory contracts. Because of the uncertainty regarding the tax treatment of the Securities, we urge you to consult your tax advisor as to the tax consequences of your investment in a Security.
In Notice 2008-2, the Internal Revenue Service (“IRS”) and the Treasury Department requested comments as to whether the purchaser of an exchange traded note or prepaid forward contract (which may include the Securities) should be required to accrue income during its term under a mark-to-market, accrual or other methodology, whether income and gain on such a note or contract should be ordinary or capital, and whether foreign holders should be subject to withholding tax on any deemed income accrual. Accordingly, it is possible that regulations or other guidance could provide that a U.S. holder (as defined in the prospectus supplement) of the Securities is required to accrue income in respect of the Securities prior to the receipt of payments with respect to the Securities or their earlier sale. Moreover, it is possible that any such regulations or other guidance could treat all income and gain of a U.S. holder in respect of the Securities as ordinary income (including gain on a sale). Finally, it is possible that a non-U.S. holder (as defined in the prospectus supplement) of the Securities could be subject to U.S. withholding tax in respect of the Securities. It is unclear whether any regulations or other guidance would apply to the Securities (possibly on a retroactive basis). Prospective investors are urged to consult with their tax advisors regarding Notice 2008-2 and the possible effect to them of the issuance of regulations or other guidance that affects the U.S. federal income tax treatment of the Securities.
For a more complete discussion of the U.S. federal income tax consequences of your investment in a Security, please see the discussion under “Certain U.S. Federal Income Tax Considerations” in the prospectus supplement.
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Scenario Analysis and Examples at Maturity
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Investment term:
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2 years
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Initial Level:
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1,310.19
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Trigger Level:
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1,048.15 (80% of the Initial Level)
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Maximum Gain:
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25.50%
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Contingent Return:
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6.00%
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Final Level
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Index Return
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Return on Securities
at Maturity |
Payment at Maturity
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2,620.38
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100.00%
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25.50%
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$12.55
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2,489.36
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90.00%
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25.50%
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$12.55
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2,358.34
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80.00%
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25.50%
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$12.55
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2,227.32
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70.00%
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25.50%
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$12.55
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2,096.30
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60.00%
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25.50%
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$12.55
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1,965.29
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50.00%
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25.50%
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$12.55
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1,834.27
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40.00%
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25.50%
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$12.55
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1,703.25
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30.00%
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25.50%
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$12.55
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1,644.29
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25.50%
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25.50%
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$12.55
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1,572.23
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20.00%
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20.00%
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$12.00
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1,506.72
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15.00%
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15.00%
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$11.50
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1,441.21
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10.00%
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10.00%
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$11.00
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1,388.80
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6.00%
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6.00%
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$10.60
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1,375.70
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5.00%
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6.00%
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$10.60
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1,310.19
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0.00%
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6.00%
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$10.60
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1,179.17
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-10.00%
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6.00%
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$10.60
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1,113.66
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-15.00%
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6.00%
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$10.60
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1,048.15
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-20.00%
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6.00%
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$10.60
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917.13
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-30.00%
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-30.00%
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$7.00
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786.11
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-40.00%
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-40.00%
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$6.00
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655.10
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-50.00%
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-50.00%
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$5.00
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524.08
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-60.00%
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-60.00%
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$4.00
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393.06
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-70.00%
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-70.00%
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$3.00
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262.04
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-80.00%
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-80.00%
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$2.00
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131.02
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-90.00%
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-90.00%
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$1.00
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0.00
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-100.00%
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-100.00%
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$0.00
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The S&P 500® Index
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Description of the Index
The Index is a capitalization-weighted index of 500 U.S. stocks. It is designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries.
The top 5 industry groups by market capitalization as of March 28, 2011 were: Information Technology, Financials, Energy, Industrials and Health Care.
For more information about the Index, see “The S&P 500Ò Index” on page US3-4 of the accompanying underlying supplement no. 3.
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Historical Performance of the Index
The following graph sets forth the historical performance of the Index based on the daily historical closing prices from March 28, 2006 to March 28, 2011 as reported on Bloomberg Professional® service. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Professional® service. The historical levels of the Index should not be taken as an indication of future performance.
![]() Source: Bloomberg Professional® service
The Closing Level of the Index on March 28, 2011 was 1,310.19
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Events of Default and Acceleration
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If the Securities have become immediately due and payable following an event of default (as defined in the accompanying prospectus) with respect to the Securities, the Calculation Agent will determine the accelerated payment due and payable at maturity in the same general manner as described in “Final Terms” in this pricing supplement. In that case, the scheduled trading day preceding the date of acceleration will be used as the Final Valuation Date for purposes of determining the Index Return. If a Market Disruption Event exists with respect to the Index on that scheduled trading day, then the accelerated Final Valuation Date for the Index will be postponed for up to five scheduled trading days (in the same manner used for postponing the originally scheduled Final Valuation Date). The accelerated maturity date will then be the fourth business day following the postponed accelerated Final Valuation Date.
If the Securities have become immediately due and payable following an event of default, you will not be entitled to any additional payments with respect to the Securities. For more information, see “Description of Debt Securities — Events of Default” and “—Events of Default; Defaults” in the accompanying prospectus.
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Supplemental Plan of Distribution (Conflicts of Interest)
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Pursuant to the terms of a distribution agreement, HSBC Securities (USA) Inc., an affiliate of HSBC, will purchase the Securities from HSBC for distribution to UBS Financial Services Inc. (the “Agent”), HSBC has agreed to sell to the Agent, and the Agent has agreed to purchase, all of the Securities at the price indicated on the cover of this pricing supplement. HSBC has agreed to indemnify the Agent against liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Agent may be required to make relating to these liabilities as described in the prospectus supplement and the prospectus. The Agent may allow a concession not in excess of the underwriting discount set forth on the cover of this pricing supplement to its affiliates.
Subject to regulatory constraints, HSBC USA Inc. (or an affiliate thereof) intends to offer to purchase the Securities in the secondary market, but is not required to do so and may cease making such offers at any time. HSBC or its affiliate will enter into swap agreements or related hedge transactions with one of its other affiliates or unaffiliated counterparties, which may include the Agent, in connection with the sale of the Securities and the Agent and/or an affiliate may earn additional income as a result of payments pursuant to the swap or related hedge transactions.
In addition, HSBC Securities (USA) Inc. or another of its affiliates or agents may use this pricing supplement in market-making transactions after the initial sale of the Securities, but is under no obligation to do so and may discontinue any market-making activities at any time without notice.
See Supplemental Plan of Distribution on page S-52 in the accompanying prospectus supplement. All references to NASD Rule 2720 in the prospectus supplement shall be to FINRA Rule 5121.
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