CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities Offered
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Maximum Aggregate
Offering Price
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Amount of
Registration Fee (1)
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Senior Fixed Rate Step-Up Callable Notes due July 28, 2023
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$11,818,000
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$1,372.07
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July 2011
Pricing Supplement
Registration Statement No. 333-158385
Dated July 25, 2011
Filed pursuant to Rule 424(b)(2)
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FINAL TERMS
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Issuer:
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HSBC USA Inc.
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Aggregate principal amount:
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$11,818,000
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Stated principal amount:
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$1,000 per note
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Issue price:
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$1,000 per note (see “Commissions and Issue Price” below)
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Pricing date:
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July 25, 2011
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Original issue date:
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July 28, 2011 (3 business days after the pricing date)
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Maturity date:
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July 28, 2023, or if such day is not a business day, the next succeeding business day
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Interest rate:
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3.50%, from and including the original issue date to but excluding July 28, 2015; and
5.50%, from and including July 28, 2015 to but excluding the maturity date.
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Interest payment period:
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Semi-Annually
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Interest payment dates:
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Each January 28 and July 28, beginning January 28, 2012; provided that if any such day is not a business day, that interest payment will be made on the next succeeding business day and no adjustment will be made to any interest payment made on that succeeding business day.
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Day-count convention:
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30/360
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Redemption:
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The issuer has the right to redeem these notes, in whole or in part, on the redemption date and pay to you 100% of the stated principal amount per note plus accrued and unpaid interest to but excluding the date of such redemption. If we decide to redeem some or all of the notes, we will give you notice at least 10 business days before the redemption date specified in the notice.
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Redemption percentage at
redemption date:
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100% per note redeemed
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Redemption date:
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July 28, 2015
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Specified currency:
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U.S. dollars
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Trustee:
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Notwithstanding anything contained in the accompanying prospectus supplement to the contrary, the notes 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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Notwithstanding anything contained in the accompanying prospectus supplement to the contrary, 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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Calculation agent:
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HSBC USA Inc., or one of its affiliates.
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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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Denominations:
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$1,000 / $1,000
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CUSIP:
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4042K1LG6
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ISIN:
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US4042K1LG67
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Book-entry or certificated note:
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Book-entry
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Business day:
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Any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in the City of New York.
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Agent:
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HSBC Securities (USA) Inc., an affiliate of HSBC. See “Supplemental Information Concerning Plan of Distribution; Conflicts of Interest.”
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Commissions and Issue Price:
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Price to Public
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Agent’s Commissions(1)
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Proceeds to Issuer
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Per Note:
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$1,000
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$17.50
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$982.50
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Total:
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$11,818,000
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$206,815
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$11,611,185
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(1)
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HSBC Securities (USA) Inc., acting as agent for HSBC, will receive a fee of up to $17.50 per $1,000 stated principal amount and will pay the entire fee to Morgan Stanley Smith Barney LLC as a fixed sales commission of up to $17.50 for each note they sell. See “Supplemental Information Concerning Plan of Distribution; Conflicts of Interest.”
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The prospectus supplement at: http://www.sec.gov/Archives/edgar/data/83246/000114420409019785/v145824_424b2.htm
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Senior Fixed Rate Step-Up Callable Notes due July 28, 2023
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§
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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 interest payments and any return of principal at maturity or on the redemption date, as applicable, 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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§
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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 amount payable on the notes.
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§
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The Notes May be Called Prior to the Maturity Date. If the notes are called early, the holding period over which you will receive interest payments could be as little as four years. There is no guarantee that you would be able to reinvest the proceeds from an investment in the notes at a comparable return for a similar level of risk following our exercise of the redemption feature. We may choose to call the notes early or choose not to call the notes early, in our sole discretion. In addition, it is more likely that we will call the notes prior to maturity if a significant decrease in U.S. interest rates or a significant decrease in the volatility of U.S. interest rates would result in greater interest payments on the notes than on instruments of comparable maturity, terms and credit rating then trading in the market.
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Senior Fixed Rate Step-Up Callable Notes due July 28, 2023
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§
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The Notes are Not Ordinary Debt Securities; The Step-up Feature Presents Different Investment Considerations than Fixed Rate Notes. Unless general interest rates rise significantly, you may not expect to earn the higher scheduled interest rate because the notes are likely to be redeemed on the redemption date if interest rates remain the same or fall during the term of the notes. When determining whether to invest in the notes, you should not focus on the higher interest rate, which is only applicable to the last eight years of the term of your notes. You should instead focus on, among other things, the overall annual percentage rate of interest to maturity or early redemption as compared to other equivalent investment alternatives.
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§
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Certain Built-In Costs are Likely to Adversely Affect the Value of the Notes Prior to Maturity. The original issue price of the notes includes the placement agent’s commission and the estimated cost of HSBC hedging its obligations under the notes. As a result, the price, if any, at which HSBC Securities (USA) Inc. will be willing to purchase notes from you in secondary market transactions, if at all, will likely be lower than the original issue price, and any sale prior to the maturity date could result in a substantial loss to you. The notes are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
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§
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The Notes Lack Liquidity. The notes will not be listed on any securities exchange. HSBC Securities (USA) Inc. is not required to offer to purchase the notes in the secondary market, if any exists. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the notes easily. 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.
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§
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Potential Conflicts of Interest May Exist. HSBC and its affiliates play a variety of roles in connection with the issuance of the notes, including acting as calculation agent and hedging our obligations under the notes. In performing these duties, the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as an investor in the notes. We will not have any obligation to consider your interests as a holder of the notes in taking any action that might affect the value of your notes.
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§
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Tax Treatment. For a discussion of certain of the U.S. federal income tax consequences of your investment in a note, please see the discussion under “Certain U.S. Federal Income Tax Considerations” herein and the discussion under “Certain U.S. Federal Income Tax Considerations” in the accompanying prospectus supplement.
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Senior Fixed Rate Step-Up Callable Notes due July 28, 2023
|
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