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Filed Pursuant to Rule 433
Registration No. 333-158385
June 8, 2011
FREE WRITING PROSPECTUS
(To Prospectus dated April 2, 2009,
Prospectus Supplement dated April 9, 2009,
and Product Supplement dated April 9, 2009)
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Structured
Investments
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HSBC USA Inc.
$
Knock-Out Buffer Notes Linked to the ordinary shares of Telefónica, S.A. due December 13, 2012
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Terms used in this free writing prospectus are described or defined herein, in the accompanying product supplement, prospectus supplement and prospectus. The Notes offered will have the terms described in the product supplement, prospectus supplement or prospectus. The Notes are not principal protected, and you may lose up to 100.00% of your initial investment.
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All references to “Enhanced Market Participation Notes” in the product supplement shall refer to these Knock-Out Buffer Notes.
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This free writing prospectus relates to a single note offering. The purchaser of a Note will acquire a security linked to a single Reference Asset described below.
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Although the offering relates to a Reference Asset, you should not construe that fact as a recommendation as to the merits of acquiring an investment linked to the Reference Asset or as to the suitability of an investment in the related Notes.
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Senior unsecured debt obligations of HSBC USA Inc. maturing December 13, 2012.
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Minimum denominations of $10,000 and integral multiples of $1,000 in excess thereof.
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If the terms of the Notes set forth below are inconsistent with those described in the accompanying product supplement, the terms set forth below will supersede.
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Issuer:
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HSBC USA Inc.
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Issuer Rating:
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AA- (S&P), A1 (Moody’s), AA (Fitch)*
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Reference Asset:
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The ordinary shares of the Reference Asset Issuer.
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Reference Asset Issuer:
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Telefónica, S.A.
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Knock-Out Event:
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A Knock-Out Event occurs if the Final Price has decreased, as compared to the Initial Price, by a percentage that is more than the Knock-Out Buffer Amount.
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Knock-Out Buffer Amount:
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25.00%
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Contingent Minimum Return:
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10.00%
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Principal Amount:
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$1,000 per Note.
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Trade Date:
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June 8, 2011
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Pricing Date:
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June 8, 2011
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Original Issue Date:
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June 13, 2011
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Final Valuation Date:
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December 10, 2012, subject to adjustment as described herein and in the accompanying product supplement.
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Maturity Date:
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3 business days after the Final Valuation Date and is expected to be December 13, 2012. The Maturity Date is subject to further adjustment as described under “Specific Terms of the Notes — Market Disruption Events” in the accompanying product supplement.
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Payment at Maturity:
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If a Knock-Out Event has occurred, you will receive a cash payment on the Maturity Date that will reflect the performance of the Reference Asset. Under these circumstances, your Payment at Maturity per $1,000 Principal Amount of Notes will be calculated as follows:
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$1,000 + ($1,000 × Reference Return)
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If a Knock-Out Event has occurred and the Final Price is less than the Initial Price, you will lose some or all of your investment. This means that if the Reference Return is -100.00%, you will lose your entire investment.
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If a Knock-Out Event has not occurred, you will receive a cash payment on the Maturity Date that will reflect the performance of the Reference Asset, subject to the Contingent Minimum Return. If a Knock-Out Event has not occurred, your Payment at Maturity per $1,000 Principal Amount of Notes will equal $1,000 plus the product of (a) $1,000 multiplied by (b) the greater of (i) the Reference Return and (ii) the Contingent Minimum Return. For additional clarification, please see “What is the Total Return on the Notes at Maturity Assuming a Range of Performance for the Reference Asset?” herein.
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Reference Return:
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The quotient, expressed as a percentage, calculated as follows:
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Final Price – Initial Price
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Initial Price
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Initial Price:
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The Official Closing Price of the Reference Asset as determined by the calculation agent on the Pricing Date.
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Final Price:
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The Official Closing Price of the Reference Asset on the Final Valuation Date.
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Official Closing Price:
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The Official Closing Price of the Reference Asset will be the relevant official price of one share of the Reference Asset on the relevant exchange as of the close of the regular trading session of such exchange and as reported in the official price determination mechanism for such exchange. Initially, the relevant exchange for the Reference Asset will be the Madrid Stock Exchange. If the Reference Asset is not listed or traded as described above for any reason other than a market disruption event (as defined below), the Official Closing Price on any scheduled trading day will be the average, as determined by the calculation agent, of the bid prices for one share of the Reference Asset obtained from as many dealers in the Reference Asset selected by the calculation agent as will make those bid prices available to the calculation agent. The number of dealers need not exceed three and may include the calculation agent or any of its or our affiliates. The Official Price may be adjusted as described under “Adjustments” below by the calculation agent.
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CUSIP/ISIN:
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4042K1JX2 /
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Form of Notes:
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Book-Entry
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Listing:
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The Notes will not be listed on any U.S. securities exchange or quotation system.
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Price to Public(1)
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Fees and Commissions
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Proceeds to Issuer
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Per Note
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$1,000
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$12.50
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$987.50
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Total
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$
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$
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$
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(1)
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Certain fiduciary accounts purchasing the Notes will pay a purchase price of $987.50 per Note, and the placement agents with respect to sales made to such accounts will forgo any fees.
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•
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the product supplement at www.sec.gov/Archives/edgar/data/83246/000114420409019791/v145840_424b2.htm
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•
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the prospectus supplement at www.sec.gov/Archives/edgar/data/83246/000114420409019785/v145824_424b2.htm
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•
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APPRECIATION POTENTIAL — The Notes provide the opportunity to participate in the appreciation of the Reference Asset at maturity. If a Knock-Out Event has not occurred, in addition to the Principal Amount, you will receive at maturity at least the Contingent Minimum Return of 10.00% on the Notes, or a minimum Payment at Maturity of $1,100.00 for every $1,000 Principal Amount of Notes. Even if a Knock-Out Event has occurred, if the Final Price is greater than the Initial Price, in addition to the Principal Amount, you will receive at maturity a return on the Notes equal to the Reference Return. Because the Notes are our senior unsecured debt obligations, payment of any amount at maturity is subject to our ability to pay our obligations as they become due.
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THE CONTINGENT MINIMUM RETURN APPLIES ONLY IF A KNOCK-OUT EVENT HAS NOT OCCURRED — If a Knock-Out Event has not occurred, you will receive at least the Principal Amount and the Contingent Minimum Return at maturity even if the Final Price is below the Initial Price. If a Knock-Out Event has occurred and the Final Price is less than the Initial Price, you will lose 1.00% of your Principal Amount for every 1.00% that the Final Price is less than the Initial Price. If a Knock-Out Event has occurred and the Reference Return is -100.00%, you will lose your entire investment.
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TAX TREATMENT — There is no direct legal authority as to the proper tax treatment of the Notes, and therefore significant aspects of the tax treatment of the Notes are uncertain as to both the timing and character of any inclusion in income in respect of the Notes. Under one approach, a Note should be treated as a pre-paid forward or other executory contract with respect to the Reference Asset. We intend to treat the Notes consistent with this approach. Pursuant to the terms of the Notes, you agree to treat the Notes under this approach for all U.S. federal income tax purposes. Notwithstanding any disclosure in the accompanying product supplement to the contrary, our special U.S. tax counsel in this transaction is Sidley Austin llp. Subject to the limitations described therein, and based on certain factual representations received from us, in the opinion of our special U.S. tax counsel, Sidley Austin llp, it is reasonable to treat a Note as a pre-paid forward or other executory contract with respect to the Reference Asset. Pursuant to this approach, we do not intend to report any income or gain with respect to the Notes prior to their maturity or an earlier sale or
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SUITABILITY OF NOTES FOR INVESTMENT — You should only reach a decision to invest in the Notes after carefully considering, with your advisors, the suitability of the Notes in light of your investment objectives and the information set out in this free writing prospectus. Neither HSBC nor any dealer participating in the offering makes any recommendation as to the suitability of the Notes for investment.
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YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS — The Notes do not guarantee any return of principal. The return on the Notes at maturity is linked to the performance of the Reference Asset and will depend on whether a Knock-Out Event has occurred and whether, and the extent to which, the Reference Return is positive or negative. If the Final Price has declined, as compared to the Initial Price, by more than the Knock-Out Buffer Amount of 25.00%, a Knock-Out Event has occurred, and the benefit provided by the Knock-Out Buffer Amount will terminate. IF A KNOCK-OUT EVENT OCCURS, YOU MAY LOSE UP TO 100.00% OF YOUR INVESTMENT.
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THE NOTES ARE SUBJECT TO THE CREDIT RISK OF HSBC USA INC. — The Notes 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 Notes 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 Notes, including any return 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 Notes and, in the event HSBC were to default on its obligations, you may not receive the amounts owed to you under the terms of the Notes.
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YOUR ABILITY TO RECEIVE THE CONTINGENT MINIMUM RETURN MAY TERMINATE ON THE FINAL VALUATION DATE — If the Final Price declines from the Initial Price by more than the Knock-Out Buffer Amount of 25.00%, you will be fully exposed to any decline in the Reference Asset and will not be entitled to receive the benefit provided by the Contingent Minimum Return on the Notes. Under these circumstances, if the Final Price is less than the Initial Price, you will lose 1.00% of the Principal Amount of your investment for every 1.00% decrease in the Final Price as compared to the Initial Price. You will be subject to this potential loss of principal even if the price of the Reference Asset subsequently increases such that the Official Closing Price is less than the Initial Price by not more than the Knock-Out Buffer Amount of 25.00%, or is equal to or greater than the Initial Price. As a result, you may lose some or all of your investment. Your return on the Notes may not reflect the return you would receive on a conventional fixed or floating rate debt instrument with a comparable term to maturity issued by HSBC or any other issuer with a similar credit rating.
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THERE ARE RISKS ASSOCIATED WITH INVESTMENTS IN SECURITIES LINKED TO THE VALUE OF A FOREIGN EQUITY SECURITY — Investments in securities linked to the value of a foreign equity security, such as the Notes which are linked to the performance of the ordinary shares of Telefónica, S.A. as reported on the Madrid Stock Exchange, involve risks associated with the securities markets in those countries, including risks of volatility in those markets, governmental intervention in those markets and cross-shareholdings in companies in certain countries. Also, there is generally less publicly available information about foreign companies than about U.S. companies that are subject to the reporting requirements of the SEC, and foreign companies are subject to accounting, auditing and financial reporting standards and requirements different from those applicable to U.S. reporting companies. The prices of securities issued in foreign markets may be affected by political, economic, financial and social factors in those countries, or global regions, including changes in government, economic and fiscal policies and currency exchange laws. Local securities markets may trade a small number of securities and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of holdings difficult or impossible at times. Moreover, the economies in such countries may differ favorably or unfavorably from the economy in the United States in such respects as growth of gross national product, rate of inflation, capital reinvestment, resources, self-sufficiency and balance of payment positions.
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POTENTIALLY INCONSISTENT RESEARCH, OPINIONS OR RECOMMENDATIONS BY HSBC AND JPMORGAN — HSBC, JPMorgan, or their affiliates may publish research, express opinions or provide recommendations that are inconsistent with investing in or holding the Notes and which may be revised at any time. Any such research, opinions or recommendations could affect the price of the Reference Asset, and therefore, the market value of the Notes.
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CERTAIN BUILT-IN COSTS ARE LIKELY TO ADVERSELY AFFECT THE VALUE OF THE NOTES PRIOR TO MATURITY — While the Payment at Maturity described in this free writing prospectus is based on the full Principal Amount of your Notes, the original issue price of the Notes includes the placement agent’s commission and the
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THERE IS LIMITED ANTI-DILUTION PROTECTION — The calculation agent will adjust the Official Closing Price, for certain events affecting the shares of the Reference Asset, such as stock splits and corporate actions which may affect the Payment at Maturity. The calculation agent is not required to make an adjustment for every corporate action which affects the shares of the Reference Asset. If an event occurs that does not require the calculation agent to adjust the amount of the shares of the Reference Asset, the market price of the relevant Notes and the Payment at Maturity may be materially and adversely affected. See the “Adjustments” below for additional information.
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NO INTEREST OR DIVIDEND PAYMENTS OR VOTING RIGHTS — As a holder of the Notes, you will not receive interest payments, and you will not have voting rights or rights to receive cash dividends or other distributions or other rights that holders of shares of the Reference Asset would have. In addition, the Reference Asset Issuer will not have any obligation to consider your interests as a holder of the Notes in taking any corporate action that might affect the value of the Reference Asset and the Notes.
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WE ARE NOT AFFILIATED WITH THE REFERENCE STOCK ISSUER— We are not affiliated with the Reference Asset Issuer. We assume no responsibility for, and make no representation regarding, the adequacy or completeness of the information about the Reference Asset contained in this free writing prospectus. You should make your own investigation into the Reference Asset and the Reference Asset Issuer. We are not responsible for the Reference Asset Issuer’s public disclosure of information, whether contained in SEC filings or otherwise.
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IN SOME CIRCUMSTANCES, THE PAYMENT YOU RECEIVE ON THE NOTES MAY BE PARTIALLY BASED ON THE EQUITY SECURITIES OF A COMPANY OTHER THAN THE REFERENCE ASSET— Following certain corporate events relating to the Reference Asset Issuer where such issuer is not the surviving entity, your Payment at Maturity may be based on the equity securities of a successor to the respective Reference Asset Issuer or any cash or any other assets distributed to holders of the Reference Asset in such corporate event. The occurrence of these corporate events and the consequent adjustments may materially and adversely affect the value of the Notes. For more information, see “Reorganization Events” below.
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THE NOTES LACK LIQUIDITY — The Notes will not be listed on any securities exchange. HSBC Securities (USA) Inc. may offer to purchase the Notes in the secondary market but is not required to do so and may cease making such offers at any time if at all. Because other dealers are not likely to make a secondary market for the Notes, the price at which you may be able to trade your Notes is likely to depend on the price, if any, at which HSBC Securities (USA) Inc. is willing to buy the Notes. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Notes easily.
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POTENTIAL CONFLICTS — HSBC and its affiliates play a variety of roles in connection with the issuance of the Notes, including acting as calculation agent and hedging its obligations under the Notes. In performing these duties, the economic interests of the calculation agent and other affiliates of HSBC are potentially adverse to your interests as an investor in the Notes. HSBC will not have any obligation to consider your interests as a holder of the Notes in taking any corporate action that might affect the price of the Reference Asset and the value of the Notes.
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THE NOTES ARE NOT INSURED BY ANY GOVERNMENTAL AGENCY OF THE UNITED STATES OR ANY OTHER JURISDICTION — The Notes 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 Notes is subject to the credit risk of HSBC, and in the event that HSBC is unable to pay its obligations as they become due, you may not receive the full Payment at Maturity of the Notes.
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MANY ECONOMIC AND MARKET FACTORS WILL IMPACT THE VALUE OF THE NOTES — In addition to the Official Closing Price of the Reference Asset on any day, the value of the Notes will be affected by a number of economic and market factors that may either offset or magnify each other, including:
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the expected volatility of the Reference Asset;
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the time to maturity of the Notes;
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whether a Knock-Out Event has occurred;
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the dividend rate on the Reference Asset;
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interest and yield rates in the market generally;
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a variety of economic, financial, political, regulatory or judicial events that affect the Reference Asset or the stock markets generally; and
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our creditworthiness, including actual or anticipated downgrades in our credit ratings.
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Hypothetical Final Price
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Hypothetical Reference Return
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Hypothetical Total Return
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Knock Out Event Has
Not Occurred(1) |
Knock Out Event Has
Occurred(2) |
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€32.00
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100.00%
|
100.00%
|
100.00%
|
€28.80
|
80.00%
|
80.00%
|
80.00%
|
€25.60
|
60.00%
|
60.00%
|
60.00%
|
€24.00
|
50.00%
|
50.00%
|
50.00%
|
€22.40
|
40.00%
|
40.00%
|
40.00%
|
€20.80
|
30.00%
|
30.00%
|
30.00%
|
€20.00
|
25.00%
|
25.00%
|
25.00%
|
€19.20
|
20.00%
|
20.00%
|
20.00%
|
€18.40
|
15.00%
|
15.00%
|
15.00%
|
€17.60
|
10.00%
|
10.00%
|
10.00%
|
€16.80
|
5.00%
|
10.00%
|
5.00%
|
€16.00
|
0.00%
|
10.00%
|
0.00%
|
€15.20
|
-5.00%
|
10.00%
|
-5.00%
|
€14.40
|
-10.00%
|
10.00%
|
-10.00%
|
€13.60
|
-15.00%
|
10.00%
|
-15.00%
|
€12.80
|
-20.00%
|
10.00%
|
-20.00%
|
€12.00
|
-25.00%
|
10.00%
|
-25.00%
|
€11.20
|
-30.00%
|
N/A
|
-30.00%
|
€9.60
|
-40.00%
|
N/A
|
-40.00%
|
€8.00
|
-50.00%
|
N/A
|
-50.00%
|
€6.40
|
-60.00%
|
N/A
|
-60.00%
|
€3.20
|
-80.00%
|
N/A
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-80.00%
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€0.00
|
-100.00%
|
N/A
|
-100.00%
|
|
(1)
|
The Final Price has not declined, as compared to the Initial Price, by more than 25.00%.
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(2)
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The Final Price has declined, as compared to the Initial Price, by more than 25.00%.
|
QUARTER ENDING
|
QUARTER
HIGH |
QUARTER
LOW |
QUARTER
CLOSE |
March 31, 2006
|
€ 13.47
|
€ 12.16
|
€ 12.95
|
June 30, 2006
|
€ 13.14
|
€ 11.88
|
€ 13.02
|
September 29, 2006
|
€ 13.70
|
€ 12.55
|
€ 13.67
|
December 29, 2006
|
€ 16.50
|
€ 13.48
|
€ 16.12
|
March 30, 2007
|
€ 17.33
|
€ 15.19
|
€ 16.50
|
June 29, 2007
|
€ 17.14
|
€ 16.04
|
€ 16.54
|
September 28, 2007
|
€ 19.96
|
€ 16.43
|
€ 19.63
|
December 31, 2007
|
€ 23.48
|
€ 18.89
|
€ 22.22
|
March 31, 2008
|
€ 22.95
|
€ 17.81
|
€ 18.20
|
June 30, 2008
|
€ 19.60
|
€ 16.55
|
€ 16.88
|
September 30, 2008
|
€ 18.05
|
€ 15.82
|
€ 16.79
|
December 31, 2008
|
€ 17.44
|
€ 12.31
|
€ 15.85
|
March 31, 2009
|
€ 16.50
|
€ 13.53
|
€ 15.02
|
June 30, 2009
|
€ 16.35
|
€ 14.35
|
€ 16.12
|
September 30, 2009
|
€ 19.16
|
€ 15.42
|
€ 18.86
|
December 31, 2009
|
€ 19.83
|
€ 18.37
|
€ 19.52
|
March 31, 2010
|
€ 19.85
|
€ 16.28
|
€ 17.54
|
June 30, 2010
|
€ 18.19
|
€ 14.67
|
€ 15.26
|
September 30, 2010
|
€ 18.60
|
€ 14.95
|
€ 18.17
|
December 31, 2010
|
€ 19.69
|
€ 16.37
|
€ 16.97
|
March 31, 2011
|
€ 18.75
|
€ 16.48
|
€ 17.67
|
June 7, 2011*
|
€ 18.34
|
€ 16.36
|
€ 16.48
|
|
·
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If the Exchange Property consists of securities (including, without limitation, securities of the relevant Reference Asset Issuer or securities of foreign issuers represented by American depository receipts) traded on the NYSE, the Alternext, or The NASDAQ Global Market (“Exchange Traded Securities”), the value of such Exchange Property will equal the closing price of the securities composing the Exchange Property.
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If the Exchange Property consists of cash, property other than Exchange Traded Securities or a combination thereof, the calculation agent will value such Exchange Property as if such Exchange Property was liquidated on the date the issuer of the Reference Asset received all such non-cash Exchange Property upon terms that it deems commercially reasonable, and the value of the Exchange Property will equal the aggregate cash amount, including both the Exchange Property consisting of cash and the amount resulting from the valuation or liquidation of the non-cash Exchange Property.
|
|
·
|
the closing price of any Exchange Traded Securities composing the Exchange Property on such scheduled trading day, adjusted as described under “Adjustments” below, if applicable, on such scheduled trading day;
|
|
·
|
the aggregate cash amount of any Exchange Property consisting of cash; and
|
|
·
|
the aggregate cash amount resulting from the valuation or liquidation of the non-cash Exchange Property that is not an Exchange Traded Security on such scheduled trading day.
|
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