Filed Pursuant to Rule 433
Registration No. 333-158385
November 2, 2011
FREE WRITING PROSPECTUS
(To Prospectus dated April 2, 2009
and Prospectus 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 Performance of the Chilean Peso Relative to the U.S. Dollar due November 21, 2012
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Terms used in this free writing prospectus are described or defined herein, in the prospectus supplement and in the prospectus. The Notes offered will have the terms described herein and in the prospectus supplement and prospectus. The Notes do not guarantee return of principal, and you may lose up to 100.00% of your initial investment.
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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 Currency described below.
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Although the offering relates to a Reference Currency, you should not construe that fact as a recommendation as to the merits of acquiring an investment linked to the Reference Currency 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 November 21, 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 prospectus supplement and prospectus, 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 Currency:
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Chilean peso per one U.S. Dollar (“USDCLP”)
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Knock-Out Event:
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A Knock-Out Event occurs if on the Final Valuation Date the Reference Currency has depreciated, as compared to the Initial Spot Rate, 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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At least 7.20%, to be determined on the Pricing Date.
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Principal Amount:
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$1,000 per Note.
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Trade Date:
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November 4, 2011
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Pricing Date:
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November 4, 2011
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Original Issue Date:
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November 14, 2011
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Final Valuation Date:
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November 14, 2012, subject to adjustment as described herein.
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Maturity Date:
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5 business days after the Final Valuation Date and is expected to be November 21, 2012. The Maturity Date is subject to further adjustment as described under “Market Disruption Events” herein.
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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 Currency. 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 Currency Return)
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If a Knock-Out Event has occurred and the Reference Currency has depreciated as compared to the Initial Spot Rate, you will lose some or all of your investment. This means that if the Reference Currency 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 Currency, 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 Currency 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 Currency?” herein.
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Reference Currency
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The quotient, expressed as a percentage, calculated as follows:
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Return:
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Initial Spot Rate – Final Spot Rate
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Initial Spot Rate
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Spot Rate:
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The Spot Rate for the Chilean Peso on each date of calculation will be the U.S. Dollar/Chilean Peso ““observado” rate, expressed as the amount of Chilean Pesos per one U.S. Dollar, for settlement on the same day, provided by the Banco Central de Chile (www.bcentral.cl) as the “Dólar Observado” (Dollar Observado) rate and reported on Reuters page “CLPOB=”, or any successor page, by not later than 6:00 p.m. (Santiago time) on such date of calculation. The Spot Rate is subject to the provisions set forth under “Market Disruption Events” in this free writing prospectus.
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Initial Spot Rate:
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The Spot Rate as determined by the calculation agent in its sole discretion on the Pricing Date.
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Final Spot Rate:
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The Spot Rate as determined by the calculation agent in its sole discretion on the Final Valuation Date.
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Calculation Agent:
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HSBC or one of its affiliates
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CUSIP/ISIN:
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4042K1RF2 /
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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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$10.00
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$990.00
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Total
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$
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$
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$
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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 Currency 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 on the Notes (which will be determined on the Pricing Date and will not be less than 7.20%), or a minimum Payment at Maturity of at least $1,072.00 for every $1,000 Principal Amount of Notes. 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 Reference Currency has depreciated as compared to the Initial Spot Rate. If a Knock-Out Event has occurred and the Reference Currency has depreciated as compared to the Initial Spot Rate, you will lose 1.00% of your Principal Amount for every 1.00% that the Reference Currency has depreciated as compared to the Initial Spot Rate. If a Knock-Out Event has occurred and the Reference Currency Return is -100.00%, you will lose your entire investment.
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EXPOSURE TO THE CHILEAN PESO VERSUS THE U.S. DOLLAR — The return on the Notes is linked to the performance of the Chilean peso, which we refer to as the Reference Currency, relative to the U.S. Dollar, and will enable you to participate in any appreciation of the Reference Currency relative to the U.S. Dollar from the Pricing Date to the Valuation Date.
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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 Currency. 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 prospectus 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 Currency. Assuming this characterization is respected, upon a sale or exchange of a Note (including redemption of the Notes at maturity), you should recognize gain or loss equal to the difference between the amount realized on the sale, exchange or redemption and your tax basis in the Note, which should equal the amount you paid to acquire the Note. Your gain or loss will generally be ordinary income or loss (as the case may be) for U.S. federal income tax purposes. However, holders of certain forward contracts, futures contracts or option contracts generally
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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 Currency and will depend on whether a Knock-Out Event has occurred and whether, and the extent to which, the Reference Currency appreciates or depreciates. If the Reference Currency has depreciated, as compared to the Initial Spot Rate, 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 Reference Currency depreciates as compared to the Initial Spot Rate by more than the Knock-Out Buffer Amount of 25.00%, you will be fully exposed to any depreciation in the Reference Currency and will not be entitled to receive the benefit provided by the Contingent Minimum Return on the Notes. Under these circumstances, if the Reference Currency has depreciated as compared to the Initial Spot Rate, you will lose 1.00% of the Principal Amount of your investment for every 1.00% depreciation of the Reference Currency as compared to the Initial Spot Rate. You will be subject to this potential loss of principal even if the exchange rate of the Reference Currency subsequently increases such that the Reference Currency depreciates as compared to the Initial Spot Rate by not more than the Knock-Out Buffer Amount of 25.00%, or remains flat or appreciates as compared to the Initial Spot Rate. 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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INVESTING IN THE NOTES IS NOT EQUIVALENT TO INVESTING DIRECTLY IN THE REFERENCE CURRENCY — You may receive a lower return than you would have received if you had invested directly in the Reference Currency. The Reference Currency Return is dependent solely on the formula set forth above and not on any other formula that could be used for calculating currency performances. As such, the Reference Currency Return may be materially different from the return on a direct investment in the Reference Currency.
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CURRENCY MARKETS MAY BE VOLATILE — Currency markets may be highly volatile. Significant changes, including changes in liquidity and prices, can occur in such markets within very short periods of time. Foreign
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LEGAL AND REGULATORY RISKS — Legal and regulatory changes could adversely affect exchange rates. In addition, many governmental agencies and regulatory organizations are authorized to take extraordinary actions in the event of market emergencies. It is not possible to predict the effect of any future legal or regulatory action relating to exchange rates, but any such action could cause unexpected volatility and instability in currency markets with a substantial and adverse effect on the performance of the Reference Currency and, consequently, the value of the Notes.
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IF THE LIQUIDITY OF THE REFERENCE CURRENCY IS LIMITED, THE VALUE OF THE NOTES WOULD LIKELY BE IMPAIRED — Currencies and derivatives contracts on currencies may be difficult to buy or sell, particularly during adverse market conditions. Reduced liquidity on the Final Valuation Date would likely have an adverse effect on the Final Spot Rate for the Reference Currency, and therefore, on the return on your Notes. Limited liquidity relating to the Reference Currency may also result in HSBC USA Inc. or one of its affiliates, as Calculation Agent, being unable to determine the Reference Currency Return using its normal means. The resulting discretion by the Calculation Agent in determining the Reference Currency Return could, in turn, result in potential conflicts of interest.
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WE HAVE NO CONTROL OVER THE EXCHANGE RATE BETWEEN THE REFERENCE CURRENCY AND THE U.S. DOLLAR — Foreign exchange rates can either float or be fixed by sovereign governments. Exchange rates of the currencies used by most economically developed nations are permitted to fluctuate in value relative to the U.S. Dollar and to each other. However, from time to time governments may use a variety of techniques, such as intervention by a central bank, the imposition of regulatory controls or taxes or changes in interest rates to influence the exchange rates of their currencies. Governments may also issue a new currency to replace an existing currency or alter the exchange rate or relative exchange characteristics by a devaluation or revaluation of a currency. These governmental actions could change or interfere with currency valuations and currency fluctuations that would otherwise occur in response to economic forces, as well as in response to the movement of currencies across borders. As a consequence, these government actions could adversely affect an investment in the Notes which are affected by the exchange rate between the Reference Currency and the U.S. Dollar.
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THE PAYMENT FORMULA FOR THE NOTES WILL NOT TAKE INTO ACCOUNT ALL DEVELOPMENTS IN THE REFERENCE CURRENCY — Changes in the Reference Currency during the term of the Notes before the Final Valuation Date may not be reflected in the calculation of the Payment at Maturity. The Reference Currency Return will be calculated only as of the Final Valuation Date. As a result, the Reference Currency Return may be less than zero even if the Reference Currency had moved favorably at certain times during the term of the Notes before moving to an unfavorable level on the Final Valuation Date.
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THE NOTES ARE SUBJECT TO EMERGING MARKETS’ POLITICAL AND ECONOMIC RISKS — The Reference Currency is the currency of an emerging market country. Emerging market countries are more exposed to the risk of swift political change and economic downturns than their industrialized counterparts. In recent years, emerging markets have undergone significant political, economic and social change. Such far-reaching political changes have resulted in constitutional and social tensions, and, in some cases, instability and reaction against market reforms have occurred. With respect to any emerging or developing nation, there is the possibility of nationalization, expropriation or confiscation, political changes, government regulation and social instability. There can be no assurance that future political changes will not adversely affect the economic conditions of an emerging or developing-market nation. Political or economic instability is likely to have an adverse effect on the performance of the Reference Currency, and, consequently, the return on the Notes.
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THE NOTES ARE SUBJECT TO CURRENCY EXCHANGE RISK — Foreign currency exchange rates vary over time, and may vary considerably during the term of the Notes. The relative values of the U.S. Dollar and the Reference Currency are at any moment a result of the supply and demand for such currencies. Changes in foreign currency exchange rates result over time from the interaction of many factors directly or indirectly affecting economic and political developments in other relevant countries. Of particular importance to currency exchange risk are:
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existing and expected rates of inflation;
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existing and expected interest rate levels;
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the balance of payments in the United States and Chile between each country and its major trading partners; and
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the extent of governmental surplus or deficit in the United States and Chile.
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NO INTEREST PAYMENTS — As a holder of the Notes, you will not receive interest payments.
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PRICE PRIOR TO MATURITY — The market price of your Notes will be influenced by many factors including volatilities, the time remaining to maturity of the Notes, interest rates, geopolitical conditions, the exchange rate or volatility of the exchange rate between the Reference Currency and the U.S. Dollar, economic, political, financial and regulatory or judicial events, and the creditworthiness of HSBC.
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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 Currency, 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 estimated cost of hedging our obligations under the Notes through one or more of our affiliates. 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 of Notes by you 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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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 Reference Currency 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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HISTORICAL PERFORMANCE OF THE REFERENCE CURRENCY SHOULD NOT BE TAKEN AS AN INDICATION OF THE FUTURE PERFORMANCE OF THE REFERENCE CURRENCY DURING THE TERM OF THE NOTES — It is impossible to predict whether the Spot Rate for the Reference Currency will rise or fall. The Reference Currency will be influenced by complex and interrelated political, economic, financial and other factors.
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MARKET DISRUPTIONS MAY ADVERSELY AFFECT YOUR RETURN — The Calculation Agent may, in its sole discretion, determine that the markets have been affected in a manner that prevents it from determining the Reference Currency Return in the manner described herein, and calculating the amount that we are required to pay you upon maturity, or from properly hedging its obligations under the Notes. These events may include disruptions or suspensions of trading in the markets as a whole or general inconvertibility or non-transferability of one or more currencies. If the Calculation Agent, in its sole discretion, determines that any of these events prevents us or any of our affiliates from properly hedging our obligations under the Notes or prevents the Calculation Agent from determining the Reference Currency Return or Payment at Maturity in the ordinary manner, the Calculation Agent will determine the Reference Currency Return or Payment at Maturity in good faith and in a commercially reasonable manner, and it is possible that the Final Valuation Date and the Maturity Date will be postponed, which may adversely affect the return on your Notes. For example, if the source for an exchange rate is not available on the Final Valuation Date, the Calculation Agent may determine the exchange rate for such date, and such determination may adversely affect the return on your Notes.
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MANY ECONOMIC AND MARKET FACTORS WILL IMPACT THE VALUE OF THE NOTES — In addition to the Spot Rate of the Reference Currency 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 Currency and the U.S. Dollar;
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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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interest and yield rates in the market generally and in the markets of the Reference Currency and the U.S. Dollar;
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a variety of economic, financial, political, regulatory or judicial events;
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the exchange rates and volatility of the exchange rates between the Reference Currency and the U.S. Dollar; and
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our creditworthiness, including actual or anticipated downgrades in our credit ratings.
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Hypothetical Final Spot
Rate
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Hypothetical Reference
Currency Return
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Hypothetical Total Return
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Knock Out Event Has
Not Occurred(1)
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Knock Out Event Has
Occurred(2)
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||
0.00
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100.00%
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100.00%
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N/A
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100.45
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80.00%
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80.00%
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N/A
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200.90
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60.00%
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60.00%
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N/A
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251.13
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50.00%
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50.00%
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N/A
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301.36
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40.00%
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40.00%
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N/A
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351.58
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30.00%
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30.00%
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N/A
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376.70
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25.00%
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25.00%
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N/A
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401.81
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20.00%
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20.00%
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N/A
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426.92
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15.00%
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15.00%
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N/A
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452.03
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10.00%
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10.00%
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N/A
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466.10
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7.20%
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7.20%
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N/A
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477.15
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5.00%
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7.20%
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N/A
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502.26
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0.00%
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7.20%
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N/A
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527.37
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-5.00%
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7.20%
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N/A
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552.49
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-10.00%
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7.20%
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N/A
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577.60
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-15.00%
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7.20%
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N/A
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602.71
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-20.00%
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7.20%
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N/A
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627.83
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-25.00%
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7.20%
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N/A
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652.94
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-30.00%
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N/A
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-30.00%
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703.16
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-40.00%
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N/A
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-40.00%
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753.39
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-50.00%
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N/A
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-50.00%
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803.62
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-60.00%
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N/A
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-60.00%
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904.07
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-80.00%
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N/A
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-80.00%
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1,004.52
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-100.00%
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N/A
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-100.00%
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(1)
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The Reference Currency has not depreciated, as compared to the Initial Spot Rate, by more than 25.00%.
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(2)
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The Reference Currency has depreciated, as compared to the Initial Spot Rate, by more than 25.00%.
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