Filed Pursuant to Rule 433
Registration No. 333-223208
May 25, 2018
FREE WRITING PROSPECTUS
(To Prospectus dated February 26, 2018,
Prospectus Supplement dated February 26, 2018 and
ETF Underlying Supplement dated February 26, 2018)
Worst of Autocallable Fixed Rate Notes Linked to the Russell 2000® Index and the S&P 500® Index
| ► | Semi-annual coupon payments at a rate of 5.40% per annum and to be paid in equal installments |
| ► | Contingent return of principal |
| ► | Automatically callable semi-annually at the principal amount plus the applicable coupon on or after November 27, 2018 if the level of each underlying is at or above its initial level |
| ► | If the Notes are not called, 1.25x leveraged exposure to any decline in the least performing underlying if its return is less than -20%, with a potential loss of 100% of principal |
| ► | Approximate 18 month term if not called prior to maturity |
| ► | All payments on the notes are subject to the credit risk of HSBC USA Inc. |
The Worst of Autocallable Fixed Rate Notes (each a “Note” and collectively the “Notes”) offered hereunder will not be listed on any U.S. securities exchange or automated quotation system.
Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Notes or passed upon the accuracy or the adequacy of this document, the accompanying prospectus, prospectus supplement or Equity Index Underlying Supplement. Any representation to the contrary is a criminal offense.
We have appointed HSBC Securities (USA) Inc., an affiliate of ours, as the agent for the sale of the Notes. HSBC Securities (USA) Inc. will purchase the Notes from us for distribution to other registered broker-dealers or will offer the Notes directly to investors. HSBC Securities (USA) Inc. or another of its affiliates or agents may use the pricing supplement to which this free writing prospectus relates in market-making transactions in any Notes after their initial sale. Unless we or our agent informs you otherwise in the confirmation of sale, the pricing supplement to which this free writing prospectus relates is being used in a market-making transaction. See “Supplemental Plan of Distribution (Conflicts of Interest)” on page FWP-16 of this free writing prospectus.
Investment in the Notes involves certain risks. You should refer to “Risk Factors” beginning on page FWP-9 of this document, page S-1 of the accompanying prospectus supplement and page S-1 of the accompanying Equity Index Underlying Supplement.
The Estimated Initial Value of the Notes on the Pricing Date is expected to be between $985.00 and $997.50 per Note, which will be less than the price to public. The market value of the Notes at any time will reflect many factors and cannot be predicted with accuracy. See “Estimated Initial Value” on page FWP-6 and “Risk Factors” beginning on page FWP-9 of this document for additional information.
| Price to Public | Underwriting Discount1 | Proceeds to Issuer | |
| Per security | $1,000 | ||
| Total |
1HSBC USA Inc. or one of our affiliates may pay varying underwriting discounts of up to 0.05% per $1,000 Principal Amount of Notes in connection with the distribution of the Notes to other registered broker-dealers. See “Supplemental Plan of Distribution (Conflicts of Interest)” on page FWP-19 of this free writing prospectus.
The Notes:
| Are Not FDIC Insured | Are Not Bank Guaranteed | May Lose Value |
Indicative Terms(1)
| Principal Amount | $1,000 per Note |
| Term | Approximate 18 month term, if not called prior to maturity. |
| Reference Asset | The Russell 2000® Index (“RTY”) and the S&P 500® Index (“SPX”) (each an “Underlying” and together the “Underlyings”). |
| Call Feature | The Notes will be automatically called if the Official Closing Level of each Underlying is at or above its Initial Level on any semi-annual Observation Date, commencing on November 27, 2018.(2) In such a case, you will receive a cash payment, per $1,000 Principal Amount, equal to 100% of the Principal Amount, together with the final coupon payment on the corresponding Call Payment Date(3). |
| Coupon Rate | 5.40% per annum, equal to 2.70% semi-annually |
| Buffer Level | For each Underlying, -20% |
|
Payment at Maturity per Note |
Unless the Notes are automatically called, for each $1,000 Principal Amount, you will receive a cash payment on the Maturity Date, calculated as follows, plus the final coupon payment: n If the Reference Return of the Least Performing Underlying is greater than or equal to its Buffer Level: $1,000 n If the Reference Return of the Least Performing Underlying is less than its Buffer Level: $1,000 + [$1,000 × (Reference Return of Least Performing Underlying
+ 20%) x Downside Leverage Factor] |
| Downside Leverage Factor: | 1.25x |
| Final Return |
With respect to each Underlying, Final Price – Initial Price Initial Price |
| Least Performing Underlying | The Underlying with the lowest Final Return |
| Trade Date | May 25, 2018 |
| Pricing Date | May 25, 2018 |
| Original Issue Date | May 31, 2018 |
| Final Valuation Date(3) | November 26, 2019 |
| Maturity Date(3) | December 2, 2019 |
| CUSIP/ISIN | 40435FG50 / US40435FG501 |
(1) As more fully described on page FWP-4.
(2) Subject to postponement as described under “Additional Terms of the Notes” in the accompanying Equity Index Underlying Supplement.
(3) See page FWP-4 for Observation Dates, Coupon Payment Dates and Call Payment Dates
The Notes
The Notes may be suitable for investors who believe the level of both Underlyings will remain flat or appreciate and who seek the potential for enhanced semi-annual coupon payments (relative to the yield on traditional conventional debt securities with a similar term and issued by issuers with a credit rating similar to ours), regardless of the performance of the Reference Asset as long as the Notes are not automatically called.
If both Underlyings are at or above their respective Initial Levels on any semi-annual Observation Date, commencing on November 27, 2018, your Notes will be automatically called and you will receive a payment equal to 100% of the Principal Amount together with any unpaid coupon payments on the corresponding Coupon Payment Date.
If the Notes are not automatically called and the Reference Return of the Least Performing Underlying is greater than or equal to its Buffer Level, you will receive the Principal Amount of your Notes at maturity plus any unpaid coupon payments.
If the Notes are not automatically called and the Reference Return of the Least Performing Underlying is less than its Buffer Level, you will lose 1.25x of your principal for every 1% decline in the level of the Least Performing Underlying beyond the Buffer Level. You may lose up to 100% of the Principal Amount. Even with the Coupon payments, your return on the Notes will be negative.
| FWP-2 |
| Illustration of Payment Scenarios | ||
| Your payment on the Notes will depend on whether the Notes have been called, and whether the Reference Return of the Least Performing Underlying is less than its Buffer Level. If your Notes are not automatically called and the Reference Return of the Least Performing Underlying is less than its Buffer Level, you will lose 1.25x of your principal for every 1% decline in the level of the Least Performing Underlying beyond the Buffer Level. You may lose up to 100% of the Principal Amount. Even with the Coupon payments, your return on the Notes will be negative. |  |
Information about the Underlyings
The Russell 2000® Index
| The RTY is designed to track the performance of the small-capitalization segment of the U.S. equity market. It consists of the smallest 2,000 companies included in the Russell 3000® Index, which is composed of the 3,000 largest U.S. companies as determined by market capitalization. |  |
The S&P 500® Index
| The SPX 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 graphs above illustrate the daily performance of each Underlying from January 2, 2008 through May 24, 2018. Past performance is not necessarily an indication of future results. For further information on the Underlyings, please see “Information Relating to the Underlyings” beginning on page FWP-14 and “The Russell 2000® Index” and “The S&P 500® Index” in the accompanying Equity Index Underlying Supplement. We have derived all disclosure regarding the Underlyings from publicly available information. Neither HSBC USA Inc. nor any of its affiliates have undertaken any independent review of, or made any due diligence inquiry with respect to, the publicly available information about the Underlyings.
| FWP-3 |
|
HSBC USA Inc. Worst of Autocallable Fixed Rate Notes |
 |
This free writing prospectus relates to a single offering of Worst of Autocallable Fixed Rate Notes. The Notes will have the terms described in this free writing prospectus and the accompanying prospectus supplement, prospectus and Equity Index Underlying Supplement. If the terms of the Notes offered hereby are inconsistent with those described in the accompanying prospectus supplement, prospectus or Equity Index Underlying Supplement, the terms described in this free writing prospectus shall control.
This free writing prospectus relates to an offering of Notes linked to the performance of two indices. The purchaser of a Note will acquire a senior unsecured debt security of HSBC USA Inc. as described below. The following key terms relate to the offering of Notes:
| Issuer: | HSBC USA Inc. |
| Principal Amount: | $1,000 per Note |
| Reference Asset: | The Russell 2000® Index (“RTY”) and the S&P 500® Index (“SPX”) (each an “Underlying” and together the “Underlyings”) |
| Trade Date: | May 25, 2018 |
| Pricing Date: | May 25, 2018 |
| Original Issue Date: | May 31, 2018 |
| Final Valuation Date: | November 26, 2019, subject to adjustment as described under “Additional Terms of the Notes―Valuation Dates” in the accompanying Equity Index Underlying Supplement. |
| Maturity Date: | 3 business days after the Final Valuation Date, expected to be December 2, 2019. The Maturity Date is subject to adjustment as described under “Additional Terms of the Notes―Coupon Payment Dates, Call Payment Dates and Maturity Date” in the accompanying Equity Index Underlying Supplement. |
| Call Feature: | If the Official Closing Level of each Underlying is at or above its Initial Level on any semi-annual Observation Date, commencing on November 27, 2018, the Notes will be automatically called, and you will receive the Principal Amount plus any unpaid coupon payment on the corresponding Call Payment Date. |
| Observation Dates: | 3 business days prior to the corresponding Coupon Payment Date, each subject to postponement as described under “Additional Terms of the Notes—Valuation Dates” in the accompanying Equity Index Underlying Supplement. |
| Coupon Payment Dates: | November 30, 2018, May 31, 2019 and the Maturity Date, each subject to postponement as described under “Additional Terms of the Notes—Coupon Payment Dates, Call Payment Dates and Maturity Date” in the accompanying Equity Index Underlying Supplement. |
| Call Payment Dates: | November 30, 2018, May 31, 2019 and the Maturity Date each subject to postponement as described under “Additional Terms of the Notes—Coupon Payment Dates, Call Payment Dates and Maturity Date” in the accompanying Equity Index Underlying Supplement. |
| Coupon Rate: | 5.40% per annum, to be paid at the rate of 2.70% semi-annually. |
| Buffer Level: | For each Underlying, -20%. |
| Downside Leverage Factor: | 1.25x |
| Payment at Maturity: | Unless the Notes are automatically called, on the Maturity Date, for each $1,000 Principal Amount of Notes, we will pay you the Final Settlement Value plus any unpaid coupon payment. |
| FWP-4 |
| Final Settlement Value: |
Unless the Notes are automatically called, for each $1,000 Principal Amount, you will receive a cash payment on the Maturity Date, calculated as follows:
n If the Reference Return of the Least Performing Underlying is greater than or equal to the Buffer Level:
$1,000
n If the Reference Return of the Least Performing Underlying is less than the Buffer Level:
$1,000 + [$1,000 × (Reference Return of Least Performing Underlying + 20%) x Downside Leverage Factor]
If the Notes are not automatically called and Reference Return of the Least Performing Underlying is less than its Buffer Level, you may lose up to 100% of the Principal Amount. Even with the coupon payments, your return on the Notes will be negative. |
| Least Performing Underlying: |
The Underlying with the lowest Reference Return. |
|
Reference Return:
|
With respect to each Underlying, the quotient, expressed as a percentage, calculated as follows:
Final Level – Initial Level Initial Level |
| Initial Level: | The Official Closing Level of the relevant Underlying on the Pricing Date. |
| Final Level: | The Official Closing Level of the relevant Underlying on the Final Valuation Date. |
| CUSIP/ISIN: | 40435FG50 / US40435FG501 |
| Form of Notes: | Book-Entry |
| Listing: | The Notes will not be listed on any U.S. securities exchange or quotation system. |
| Estimated Initial Value: | The Estimated Initial Value of the Notes will be less than the price you pay to purchase the Notes. The Estimated Initial Value does not represent a minimum price at which we or any of our affiliates would be willing to purchase your Notes in the secondary market, if any, at any time. The Estimated Initial Value will be calculated on the Pricing Date and will be set forth in the pricing supplement to which this free writing prospectus relates. See “Risk Factors — The Estimated Initial Value of the Notes, which will be determined by us on the Pricing Date, will be less than the price to public and may differ from the market value of the Notes in the secondary market, if any.” |
The Trade Date, the Pricing Date and the other dates set forth above are subject to change, and will be set forth in the final pricing supplement relating to the Notes.
| FWP-5 |
GENERAL
This free writing prospectus relates to the offering of Notes identified on the cover page. The purchaser of a Note will acquire a senior unsecured debt security of HSBC USA Inc. We reserve the right to withdraw, cancel or modify this offering and to reject orders in whole or in part. Although the offering of Notes relates to the Reference Asset identified on the cover page, you should not construe that fact as a recommendation as to the merits of acquiring an investment linked to the Reference Asset or any component security included in the Reference Asset or as to the suitability of an investment in the Notes.
You should read this document together with the prospectus dated February 26, 2018, the prospectus supplement dated February 26, 2018 and the Equity Index Underlying Supplement dated February 26, 2018. If the terms of the Notes offered hereby are inconsistent with those described in the accompanying prospectus supplement, prospectus and Equity Index Underlying Supplement, the terms described in this free writing prospectus shall control. You should carefully consider, among other things, the matters set forth in “Risk Factors” beginning on page FWP-9 of this free writing prospectus, beginning on page S-1 of the prospectus supplement and beginning on page S-1 of the Equity Index Underlying Supplement, as the Notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the Notes. As used herein, references to the “Issuer”, “HSBC”, “we”, “us” and “our” are to HSBC USA Inc.
HSBC has filed a registration statement (including a prospectus, prospectus supplement and Equity Index Underlying Supplement) with the SEC for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus, prospectus supplement and Equity Index Underlying Supplement in that registration statement and other documents HSBC has filed with the SEC for more complete information about HSBC and this offering. You may get these documents for free by visiting EDGAR on the SEC’s web site at www.sec.gov. Alternatively, HSBC Securities (USA) Inc. or any dealer participating in this offering will arrange to send you the prospectus, prospectus supplement and Equity Index Underlying Supplement if you request them by calling toll-free 1-866-811-8049.
You may also obtain:
| 4 | The Equity Index Underlying Supplement at: https://www.sec.gov/Archives/edgar/data/83246/000114420418010782/tv486722_424b2.htm |
| 4 | The prospectus supplement at: https://www.sec.gov/Archives/edgar/data/83246/000114420418010762/tv486944_424b2.htm |
| 4 | The prospectus at: https://www.sec.gov/Archives/edgar/data/83246/000114420418010720/tv487083_424b3.htm |
We are using this free writing prospectus to solicit from you an offer to purchase the Notes. You may revoke your offer to purchase the Notes at any time prior to the time at which we accept your offer by notifying HSBC Securities (USA) Inc. We reserve the right to change the terms of, or reject any offer to purchase, the Notes prior to their issuance. In the event of any material changes to the terms of the Notes, we will notify you.
PAYMENT ON THE NOTES
Call Feature
The Notes will be automatically called if the Official Closing Level of each Underlying is at or above its Initial Level on any semi-annual Observation Date, commencing on November 27, 2018. If the Notes are automatically called, investors will receive on the corresponding Call Payment Date, a cash payment per $1,000 Principal Amount of Notes equal to 100% of the Principal Amount together with any unpaid coupon payment.
Coupon
Unless the Notes are automatically called, on each Coupon Payment Date, for each $1,000 Principal Amount of Notes, you will be paid an amount equal to the product of (a) $1,000 multiplied by (b) the Coupon Rate divided by two. The expected Coupon Payment Dates are set forth above. The Coupon Payment Dates are subject to postponement for non-business days and other events as described under “Additional Terms of the Notes—Coupon Payment Dates, Call Payment Dates and Maturity Date” in the accompanying Equity Index Underlying Supplement. For information regarding the record dates applicable to the Coupons paid on the Notes, please see the section entitled “Description of Notes―Interest and Principal Payments―Recipients of Interest Payments” on page S-14 in the accompanying prospectus supplement.
The Coupon Rate will be 5.40% per annum and will be paid in equal semi-annual installments.
Payment at Maturity
Unless the Notes are automatically called, on the Maturity Date and for each $1,000 Principal Amount of Notes, you will receive a cash payment equal to the Final Settlement Value (plus the final coupon payment) determined as follows:
n If the Reference Return of the Least Performing Underlying is greater than or equal to the Buffer Level:
$1,000
n If the Reference Return of the Least Performing Underlying is less than the Buffer Level:
$1,000 + [$1,000 × (Reference Return of Least Performing Underlying + 20%) x Downside Leverage Factor]
| FWP-6 |
If the Notes are not automatically called and the Reference Return of the Least Performing Underlying is less than its Buffer Level, you may lose up to 100% of the Principal Amount. Even with the coupon payments, your return on the Notes will be negative.
Calculation Agent
We or one of our affiliates will act as calculation agent with respect to the Notes.
Reference Sponsor
With respect to the RTY, FTSE Russell is the reference sponsor. With respect to the SPX, S&P Dow Jones Indices LLC, a division of S&P Global, is the reference sponsor.
| FWP-7 |
INVESTOR SUITABILITY
The Notes may be suitable for you if:
| 4 | You believe that the Reference Return of the Least Performing Underlying will be at or above its Buffer Level. |
| 4 | You do not seek an investment that provides an opportunity to participate in the appreciation of the Reference Asset. |
| 4 | You are willing to make an investment that is exposed to the negative Reference Return of the Least Performing Underlying on a 1.25-to-1 basis for each percentage point that the Reference Return of the Least Performing Underlying is less than the Buffer Level. |
| 4 | You are willing to lose up to 100% of the Principal Amount. |
| 4 | You are willing to hold Notes that will be automatically called on any semi-annual Observation Date, commencing on November 27, 2018, on which the Official Closing Level of each Underlying is at or above its Initial Level. |
| 4 | You are willing to invest in the Notes based on the fact that your maximum potential return is the coupon being offered with respect to the Notes. |
| 4 | You are willing to be exposed to the possibility of early redemption. |
| 4 | You are willing to forgo dividends or other distributions paid on the stocks included in the Underlyings. |
| 4 | You do not seek an investment for which there will be an active secondary market. |
| 4 | You are willing to accept the risk and return profile of the Notes versus a conventional debt security with a comparable maturity issued by HSBC or another issuer with a similar credit rating. |
| 4 | You are comfortable with the creditworthiness of HSBC, as Issuer of the Notes. |
The Notes may not be suitable for you if:
| 4 | You believe that the Reference Return of the Least Performing Underlying will be below its Buffer Level. |
| 4 | You seek an investment that provides an opportunity to participate in the appreciation of the Reference Asset. |
| 4 | You are unwilling to make an investment that is exposed to the negative Reference Return of the Least Performing Underlying on a 1.25-to-1 basis for each percentage point that the Reference Return of the Least Performing Underlying is less than the Buffer Level. |
| 4 | You seek an investment that provides full return of principal at maturity. |
| 4 | You are unable or unwilling to hold Notes that will be automatically called on any semi-annual Observation Date, commencing on November 27, 2018, on which the Official Closing Level of each Underlying is at or above its Initial Level, or you are otherwise unable or unwilling to hold the Notes to maturity. |
| 4 | You are unwilling to invest in the Notes based on the fact that your maximum potential return is the coupon being offered with respect to the Notes. |
| 4 | You are unwilling to be exposed to the possibility of early redemption. |
| 4 | You prefer to receive dividends or other distributions paid on the stocks included in the Underlyings. |
| 4 | You seek an investment for which there will be an active secondary market. |
| 4 | 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. |
| 4 | You are not willing or are unable to assume the credit risk associated with HSBC, as Issuer of the Notes. |
| FWP-8 |
RISK FACTORS
We urge you to read the section “Risk Factors” beginning on page S-1 in the accompanying prospectus supplement and beginning on page S-1 of the accompanying Equity Index Underlying Supplement. Investing in the Notes is not equivalent to investing directly in any of the stocks included in any Underlying. You should understand the risks of investing in the Notes and should reach an investment decision only after careful consideration, with your advisors, of the suitability of the Notes in light of your particular financial circumstances and the information set forth in this free writing prospectus and the accompanying prospectus, prospectus supplement and Equity Index Underlying Supplement.
In addition to the risks discussed below, you should review “Risk Factors” in the accompanying prospectus supplement and Equity Index Underlying Supplement including the explanation of risks relating to the Notes described in the following sections:
| 4 | “—Risks Relating to All Note Issuances” in the prospectus supplement; and |
| 4 | “—General Risks Related to Indices” in the Equity Index Underlying Supplement. |
You will be subject to significant risks not associated with conventional fixed-rate or floating-rate debt securities.
The Notes do not guarantee any return of principal and you may lose your entire initial investment.
The Notes do not guarantee any return of principal. The Notes differ from ordinary debt securities in that we will not pay you 100% of the Principal Amount of your Notes if the Notes are not automatically called and the Reference Return of the Least Performing Underlying is less than its Buffer Level. In this case, the Payment at Maturity will be less than the Principal Amount of the Notes and you will lose 1.25% for each 1% that the Reference Return of the Least Performing Underlying is less than its Buffer Level. You may lose up to 100% of your investment at maturity, excluding the coupon payments. Payment of any amount at maturity is subject to the credit risk of HSBC.
You will not participate in any appreciation in the level of any of the Underlyings included in the Reference Asset.
The Notes will not pay more than the Principal Amount, plus any unpaid coupon payment, at maturity or if the Notes are automatically called. Even if the Reference Return of each Underlying in the Reference Asset is greater than zero, you will not participate in the appreciation of any Underlying. Assuming the Notes are held to maturity, the maximum amount payable with respect to the Notes will not exceed the sum of the Principal Amount plus any coupon payments. Under no circumstances, regardless of the extent to which the level of any Underlying appreciates, will your return exceed the total amount of the coupon payments. In some cases, you may earn significantly less by investing in the Notes than you would have earned by investing in an instrument directly linked to the performance of the Underlyings included in the Reference Asset.
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. All payments to be made on the Notes, including coupons and any return of principal at maturity or upon early redemption, 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.
If the Notes are not called, your return will be based on the Reference Return of the Least Performing Underlying.
If the Notes are not automatically called, your return will be based on the Reference Return of the Least Performing Underlying without regard to the performance of the other Underlying. As a result, you could lose all or some of your initial investment if the Reference Return of the Least Performing Underlying is less than its Buffer Level, even if there is an increase in the level of the other Underlying. This could be the case even if the other Underlying increased by an amount greater than the decrease in the Least Performing Underlying.
The Notes may be automatically called prior to the Maturity Date.
If the Notes are automatically called early, the holding period over which you will receive coupon payments could be as little as 6 months. 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 in the event the Notes are automatically called prior to the Maturity Date.
| FWP-9 |
Since the Notes are linked to the performance of more than one Underlying, you will be fully exposed to the risk of fluctuations in the level of each Underlying.
Since the Notes are linked to the performance of more than one Underlying, the Notes will be linked to the individual performance of each Underlying. Because the Notes are not linked to a weighted basket, in which the risk is mitigated and diversified among all of the components of a basket, you will be exposed to the risk of fluctuations in the levels of the Underlyings to the same degree for each Underlying. For example, in the case of notes linked to a weighted basket, the return would depend on the weighted aggregate performance of the basket components reflected as the basket return. Thus, the depreciation of any basket component could be mitigated by the appreciation of another basket component, as scaled by the weightings of such basket components. However, in the case of these Notes, the individual performance of each of the Underlyings would not be combined to calculate your return and the depreciation of one Underlying would not be mitigated by the appreciation of the other Underlying. Instead, your return would depend on the Least Performing Underlying.
Changes that affect the Underlyings may affect the market value of the Notes and the amount you will receive at maturity.
The policies of the reference sponsor of the relevant Underlying concerning additions, deletions and substitutions of the constituents comprising such Underlying and the manner in which the reference sponsor takes account of certain changes affecting those constituents may affect the level of such Underlying. The policies of the reference sponsor with respect to the calculation of the relevant Underlying could also affect the level of such Underlying. The reference sponsor may discontinue or suspend calculation or dissemination of its relevant Underlying. Any such actions could affect the value of the Notes and the return on the Notes.
The Notes are not insured or guaranteed 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 or guaranteed 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.
The Estimated Initial Value of the Notes, which will be determined by us on the Pricing Date, may be less than the price to public and may differ from the market value of the Notes in the secondary market, if any.
The Estimated Initial Value of the Notes will be calculated by us on the Pricing Date and may be less than the price to public. The Estimated Initial Value will reflect our internal funding rate, which is the borrowing rate we pay to issue market-linked securities, as well as the mid-market value of the embedded derivatives in the Notes. This internal funding rate is typically lower than the rate we would use when we issue conventional fixed or floating rate debt securities. As a result of the difference between our internal funding rate and the rate we would use when we issue conventional fixed or floating rate debt securities, the Estimated Initial Value of the Notes may be lower if it were based on the levels at which our fixed or floating rate debt securities trade in the secondary market. In addition, if we were to use the rate we use for our conventional fixed or floating rate debt issuances, we would expect the economic terms of the Notes to be more favorable to you. We will determine the value of the embedded derivatives in the Notes by reference to our or our affiliates’ internal pricing models. These pricing models consider certain assumptions and variables, which can include volatility and interest rates. Different pricing models and assumptions could provide valuations for the Notes that are different from our Estimated Initial Value. These pricing models rely in part on certain forecasts about future events, which may prove to be incorrect. The Estimated Initial Value does not represent a minimum price at which we or any of our affiliates would be willing to purchase your Notes in the secondary market (if any exists) at any time.
The price of your Notes in the secondary market, if any, immediately after the Pricing Date will be less than the price to public.
The price to public takes into account certain costs. These costs, which will be used or retained by us or one of our affiliates, include the underwriting discount, our affiliates’ projected hedging profits (which may or may not be realized) for assuming risks inherent in hedging our obligations under the Notes, and the costs associated with structuring and hedging our obligations under the Notes. If you were to sell your Notes in the secondary market, if any, the price you would receive for your Notes may be less than the price you paid for them because secondary market prices will not take into account these costs. The price of your Notes in the secondary market, if any, at any time after issuance will vary based on many factors, including the levels of the Underlyings and changes in market conditions, and cannot be predicted with accuracy. The Notes are not designed to be short-term trading instruments, and you should, therefore, be able and willing to hold the Notes to maturity. Any sale of the Notes prior to maturity could result in a loss to you.
If we were to repurchase your Notes immediately after the Original Issue Date, the price you receive may be higher than the Estimated Initial Value of the Notes.
Assuming that all relevant factors remain constant after the Original Issue Date, the price at which HSBC Securities (USA) Inc. may initially buy or sell the Notes in the secondary market, if any, and the value that we may initially use for customer account statements, if we provide any customer account statements at all, may exceed the Estimated Initial Value on the Pricing Date for a temporary period
| FWP-10 |
expected to be approximately 3 months after the Original Issue Date. This temporary price difference may exist because, in our discretion, we may elect to effectively reimburse to investors a portion of the estimated cost of hedging our obligations under the Notes and other costs in connection with the Notes that we will no longer expect to incur over the term of the Notes. We will make such discretionary election and determine this temporary reimbursement period on the basis of a number of factors, including the tenor of the Notes and any agreement we may have with the distributors of the Notes. The amount of our estimated costs which we effectively reimburse to investors in this way may not be allocated ratably throughout the reimbursement period, and we may discontinue such reimbursement at any time or revise the duration of the reimbursement period after the Original Issue Date of the Notes based on changes in market conditions and other factors that cannot be predicted.
The amount payable on the Notes is not linked to the levels of the Underlyings at any time other than the Observation Dates and the Final Valuation Date.
The payments on the Notes at maturity (if the Notes are not previously called) will be based on the Official Closing Levels of the Underlyings on the Final Valuation Date, subject to postponement for non-trading days and certain market disruption events. Even if the level of each Underlying is greater than or equal to its Initial Level during the term of the Notes other than on an Observation Date but then drops on an Observation Date to a level that is less than its Initial Level, the Notes will not be automatically called. Similarly, if the Notes are not called, even if the return of the Least Performing Underlying is greater than or equal to its Buffer Level during the term of the Notes other than on the Final Valuation Date but then decreases on the Final Valuation Date to a percentage that is less than its Buffer Level, the Payment at Maturity will be less, possibly significantly less, than it would have been had the Payment at Maturity been linked to the level of the Least Performing Underlying prior to such decrease. Although the actual levels of the Underlyings on the Maturity Date or at other times during the term of the Notes may be higher than their respective levels on the Final Valuation Date, the Payment at Maturity will be based solely on the Official Closing Level of the Underlyings on the Final Valuation Date.
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.
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.
Small-capitalization risk.
The RTY tracks companies that are considered small-capitalization. These companies often have greater stock price volatility, lower trading volume and less liquidity than large-capitalization companies and therefore the level of the RTY may be more volatile than an investment in stocks issued by large-capitalization companies. Stock prices of small-capitalization companies may also be more vulnerable than those of large-capitalization companies to adverse business and economic developments, and the stocks of small-capitalization companies may be thinly traded, making it difficult for the RTY to track them. In addition, small-capitalization companies are often less stable financially than large-capitalization companies and may depend on a small number of key personnel, making them more vulnerable to loss of personnel. Small-capitalization companies are often subject to less analyst coverage and may be in early, and less predictable, periods of their corporate existences. These companies tend to have smaller revenues, less diverse product lines, smaller shares of their product or service markets, fewer financial resources and competitive strengths than large-capitalization companies and are more susceptible to adverse developments related to their products.
Uncertain tax treatment.
For a discussion of the U.S. federal income tax consequences of your investment in a Note, please see the discussion under “U.S. Federal Income Tax Considerations” herein and the discussion under “U.S. Federal Income Tax Considerations” in the accompanying prospectus supplement.
| FWP-11 |
ILLUSTRATIVE EXAMPLES
The following table and examples are provided for illustrative purposes only and are hypothetical. They do not purport to be representative of every possible scenario concerning increases or decreases in the level of any Underlying relative to its Initial Level. We cannot predict the Official Closing Level of any Underlying on any Observation Date, including the Final Valuation Date. The assumptions we have made in connection with the illustrations set forth below may not reflect actual events. You should not take this illustration or these examples as an indication or assurance of the expected performance of the Underlyings or return on the Notes.
The table and examples below illustrate how the coupon payments and the Payment at Maturity would be calculated with respect to a $1,000 investment in the Notes, given a range of hypothetical Underlying performances. The hypothetical returns on the Notes below are numbers, expressed as percentages, which result from comparing the Payment at Maturity per $1,000 Principal Amount to $1,000. You should consider carefully whether the Notes are suitable to your investment goals. The following table and examples assume the following:
| 4 | Principal Amount: | $1,000 |
| 4 | Hypothetical Initial Level of each Underlying: | 1000* |
| 4 | Buffer Level: | with respect to each Underlying, -20% |
| 4 | Coupon Rate: | 5.40% per annum (2.70% for each semi-annual period in which it is payable). |
* The hypothetical Initial Level of 1,000.00 used in the examples below has been chosen for illustrative purposes only and does not represent any of the actual Initial Levels. The actual Initial Level of each Underlying will be set forth in the final pricing supplement to which this free writing prospectus relates.
Summary of the Examples
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Notes Are Called on an Observation Date |
Notes Are Not Called on Any Observation Date |
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| Example 1 | Example 2 | Example 3 | |||||
| RTY | SPX | RTY | SPX | RTY | SPX | ||
| Initial Level of each Underlying | 1,000.00 | 1,000.00 | 1,000.00 | 1,000.00 | 1,000.00 | 1,000.00 | |
| Buffer Level of each Underlying | -20 | -20 | -20 | -20 | -20 | -20 | |
| Official Closing Level / Percentage Change of the Least Performing Underlying on the second Observation Date |
1,100.00/ 10% |
1,050.00/ 5% |
N/A | N/A | N/A | N/A | |
| Official Closing Level / Percentage Change of the Least Performing Underlying on the Final Valuation Date | N/A | N/A |
1,100.00/ 10% |
850.00/ -15% |
1,000.00/ 0% |
600/ -40% | |
| Number of Coupon Payment Dates | 1 | 3 | 3 | ||||
| Coupon payment amounts over the term of the Notes | 1 x $27.00 = $27.00 | 3 x $27.00 = $81.00 | 3 x $27.00 = $81.00 | ||||
| Principal Amount payment upon automatic call | $1,000 | N/A | N/A | ||||
| Principal Amount payment at maturity | N/A | $1,000.00 | $750.00 | ||||
| Return of the Notes | 3.00% | 8.10% | -16.90% | ||||
| FWP-12 |
Example 1—The Official Closing Level of each Underlying on the second Observation Date is greater than or equal to its Initial Level and each Underlying.
Because the Official Closing Level of each Underlying on the first Observation Date is at or above its Initial Level, the Notes will be called and you will receive $1,027.00 per Note, reflecting the Principal Amount plus the final coupon, resulting in a 2.70% return on the Notes.
Example 2— The Notes are not called, the Reference Return of the Least Performing Underlying is greater than or equal to its Buffer Level.
Because the Reference Return of the Least Performing Underlying is greater than or equal to its Buffer Return, you will receive $1,000 per $1,000 in Principal Amount plus the final coupon, calculated as follows:
Payment at Maturity = $1,000
When added to the coupon payments of $81.00 received in respect of prior Observation Dates, we will have paid you a total of $1,081.00 per Note, resulting in a 8.10% return on the Notes.
Example 3— The Notes are not called and the Reference Return of the Least Performing Underlying is less than its Buffer Level.
Because the Reference Return of the Least Performing Underlying is less than its Buffer Level, you will receive $750 per $1,000 in Principal Amount, calculated as follows:
Payment at Maturity = $1,000 + [$1,000 × (Reference Return of Least Performing Underlying + 20%) x Downside Leverage Factor] + final coupon
Payment at Maturity = $1,000 + [$1,000 × (-40.00% + 20%) x 1.25] = $750.00
When added to the coupon payments of $81.00 received in respect of prior Observation Dates, we will have paid you total of $831.00, resulting in a -16.90% return on the Notes
If the Notes are not called and the Reference Return of the Least Performing Underlying is less than its Buffer Level, you will be exposed to any decrease in the level of the Least Performing Underlying on a 1.25:1 basis, and you could lose up to 100% of your principal at maturity.
| FWP-13 |
INFORMATION RELATING TO THE UNDERLYINGS
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Description of the RTY
The RTY is designed to track the performance of the small capitalization segment of the United States equity market. All 2,000 stocks are traded on the New York Stock Exchange or NASDAQ, and the RTY consists of the smallest 2,000 companies included in the Russell 3000® Index. The Russell 3000® Index is composed of the 3,000 largest United States companies as determined by market capitalization and represents approximately 98% of the United States equity market.
The top 5 industry groups by market capitalization as of April 30, 2018 were: Financial Services, Health Care, Technology, Producer Durables and Consumer Discretionary.
For more information about the RTY, see “The Russell 2000Ò Index” beginning on page S-37 of the accompanying Equity Index Underlying Supplement. |
Historical Performance of the RTY
The following graph sets forth the historical performance of the RTY based on the daily historical closing levels from January 2, 2008 through May 23, 2018. We obtained the closing levels below from the Bloomberg Professional® service. We have not undertaken any independent review of, or made any due diligence inquiry with respect to, the information obtained from the Bloomberg Professional® service.
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The historical levels of the RTY should not be taken as an indication of future performance, and no assurance can be given as to the Official Closing Level of the RTY on any Observation Date or the Final Valuation Date.
| FWP-14 |
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Description of the SPX
The SPX 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 April 30, 2018 were: Information Technology, Financials, Health Care, Consumer Discretionary and Industrials.
For more information about the SPX, see “The S&P 500Ò Index” beginning on page S-43 of the accompanying Equity Index Underlying Supplement. |
Historical Performance of the SPX
The following graph sets forth the historical performance of the SPX based on the daily historical closing levels from January 2, 2008 through May 23, 2018. We obtained the closing levels below from the Bloomberg Professional® service. We have not undertaken any independent review of, or made any due diligence inquiry with respect to, the information obtained from the Bloomberg Professional® service.
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The historical levels of the SPX should not be taken as an indication of future performance, and no assurance can be given as to the Official Closing Level of the SPX on the Final Valuation Date.
| FWP-15 |
EVENTS OF DEFAULT AND ACCELERATION
If the Notes have become immediately due and payable following an Event of Default (as defined in the accompanying prospectus) with respect to the Notes, the calculation agent will determine (i) the accelerated Payment at Maturity due and payable in the same general manner as described in “Payment at Maturity” in this free writing prospectus and (ii) any accrued but unpaid interest payable based upon the Coupon Rate calculated using the actual number of days in the applicable quarter, and on the basis of a 360-day year In that case, the scheduled trading day immediately preceding the date of acceleration will be used as the Final Valuation Date for purposes of determining the accelerated Reference Return for each Underlying, and the accelerated maturity date will be the third business day after the accelerated Final Valuation Date. If a market disruption event exists with respect to an Underlying on that scheduled trading day, then the accelerated Final Valuation Date 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 also be postponed by an equal number of business days. For the avoidance of doubt, if no market disruption event exists with respect to an Underlying on the scheduled trading day preceding the date of acceleration, the determination of such Underlying’s Reference Return will be made on such date, irrespective of the existence of a market disruption event with respect to the other Underlying occurring on such date.
If the Notes have become immediately due and payable following an Event of Default, you will not be entitled to any additional payments with respect to the Notes. For more information, see “Description of Debt Securities — Senior Debt Securities — Events of Default” in the accompanying prospectus.
SUPPLEMENTAL PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)
We have appointed HSBC Securities (USA) Inc., an affiliate of HSBC, as the agent for the sale of the Notes. Pursuant to the terms of a distribution agreement, HSBC Securities (USA) Inc. will purchase the Notes from HSBC at the price to public less the underwriting discount set forth on the cover page of the pricing supplement to which this free writing prospectus relates, for distribution to other registered broker-dealers or will offer the Notes directly to investors. HSBC Securities (USA) Inc. proposes to offer the Notes at the price to public set forth on the cover page of this free writing prospectus. HSBC USA Inc. or one of our affiliates may pay varying underwriting discounts of up to 0.05% per $1,000 Principal Amount of Notes in connection with the distribution of the Notes to other registered broker-dealers.
An affiliate of HSBC has paid or may pay in the future an amount to broker-dealers in connection with the costs of the continuing implementation of systems to support the Notes.
In addition, HSBC Securities (USA) Inc. or another of its affiliates or agents may use the pricing supplement to which this free writing prospectus relates in market-making transactions after the initial sale of the Notes, but is under no obligation to make a market in the Notes and may discontinue any market-making activities at any time without notice.
See “Supplemental Plan of Distribution (Conflicts of Interest)” on page S-61 in the prospectus supplement.
We expect that delivery of the Notes will be made against payment for the Notes on or about the Original Issue Date set forth on the inside cover page of this document, which is more than two business days following the Trade Date. Under Rule 15c6-1 under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days, unless the parties to that trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes more than two business days prior to the Original Issue Date will be required to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement, and should consult their own advisors
U.S. FEDERAL INCOME TAX CONSIDERATIONS
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, each Note should be treated as a put option written by you (the “Put Option”) that permits us to “cash settle” the Put Option, and a deposit with us of cash in an amount equal to the Principal Amount of the Note (the “Deposit”) to secure your potential obligation under the Put Option, as described in the accompanying prospectus supplement under the heading “U.S. Federal Income Tax Considerations — Tax Treatment of U.S. Holders — Certain Notes Treated as a Put Option and a Deposit or an Executory Contract — Certain Notes Treated as a Put Option and a Deposit.” We intend to treat the Notes consistent with this approach, and we intend to treat the Deposits as non-contingent debt instruments for U.S. federal income tax purposes. Pursuant to the terms of the Notes, you agree to treat each Note as consisting of the Deposit and the Put Option for all U.S. federal income tax purposes. 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, Mayer Brown LLP, it is reasonable to treat a Note as consisting of the Deposit and the Put Option for all U.S. federal income tax purposes. Because there are no statutory provisions, regulations, published rulings or judicial decisions addressing the characterization for U.S. federal income tax purposes of securities with terms that are substantially the same as those of the Notes, other characterizations and treatments are
| FWP-16 |
possible and the timing and character of income in respect of the Notes might differ from the treatment described above. We do not plan to request a ruling from the Internal Revenue Service (the “IRS”) regarding the tax treatment of the Notes, and the IRS or a court may not agree with the tax treatment described in this free writing prospectus.
We will not attempt to ascertain whether any of the entities whose stock is included in an Underlying would be treated as a passive foreign investment company (“PFIC”) or United States real property holding corporation (“USRPHC”), both as defined for U.S. federal income tax purposes. If one or more of the entities whose stock is included in an Underlying were so treated, certain adverse U.S. federal income tax consequences might apply. You should refer to information filed with the SEC and other authorities by the entities whose stock is included in the Underlyings and consult your tax advisor regarding the possible consequences to you if one or more of the entities whose stock is included in an Underlying is or becomes a PFIC or a USRPHC.
U.S. Holders. Please see the discussion under the heading “U.S. Federal Income Tax Considerations — Tax Treatment of U.S. Holders — Certain Notes Treated as a Put Option and a Deposit or an Executory Contract — Certain Notes Treated as a Put Option and a Deposit” in the accompanying prospectus supplement for further discussion of U.S. federal income tax considerations applicable to U.S. holders (as defined in the accompanying prospectus supplement). For purposes of dividing the annual coupon rate of 5.40% on the Notes among interest on the Deposit and Put Premium, [ ]% constitutes interest on the Deposit and [ ]% constitutes Put Premium.
If the Notes are redeemed prior to maturity, you should recognize the total Put Premium received as short-term capital gain at that time.
Non-U.S. Holders. Please see the discussion under the heading “U.S. Federal Income Tax Considerations — Tax Treatment of Non-U.S. Holders” in the accompanying prospectus supplement for further discussion of U.S. federal income tax considerations applicable to non-U.S. holders (as defined in the accompanying prospectus supplement). Because the U.S. federal income tax treatment (including the applicability of withholding) of the coupon payments on the Notes is uncertain, the entire amount of the coupon payment will be subject to U.S. federal income tax withholding at a 30% rate (or at a lower rate under an applicable income tax treaty). We will not pay any additional amounts in respect of such withholding.
For a discussion of the U.S. federal income tax consequences of your investment in a Note, please see the discussion under “U.S. Federal Income Tax Considerations” in the accompanying prospectus supplement.
PROSPECTIVE PURCHASERS OF NOTES SHOULD CONSULT THEIR TAX ADVISORS AS TO THE FEDERAL, STATE, LOCAL, AND OTHER TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF NOTES
| FWP-17 |
| TABLE OF CONTENTS |
You should only rely on the information contained in this free writing prospectus, the accompanying Equity Index Underlying Supplement, prospectus supplement and prospectus. We have not authorized anyone to provide you with information or to make any representation to you that is not contained in this free writing prospectus, the accompanying Equity Index Underlying Supplement, prospectus supplement and prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. This free writing prospectus, the accompanying Equity Index Underlying Supplement, prospectus supplement and prospectus are not an offer to sell these securities, and these documents are not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted. You should not, under any circumstances, assume that the information in this free writing prospectus, the accompanying Equity Index Underlying Supplement, prospectus supplement and prospectus is correct on any date after their respective dates.
HSBC USA Inc.
$ Worst of Autocallable Fixed Rate Notes
May 25, 2018
Free Writing Prospectus
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| Free Writing Prospectus | |||
| General | FWP-6 | ||
| Payment on the Notes | FWP-6 | ||
| Investor Suitability | FWP-8 | ||
| Risk Factors | FWP-9 | ||
| Illustrative Examples | FWP-12 | ||
| Information Relating to the Underlyings | FWP-14 | ||
| Events of Default and Acceleration | FWP-16 | ||
| Supplemental Plan of Distribution (Conflicts of Interest) | FWP-16 | ||
| U.S. Federal Income Tax Considerations | FWP-17 | ||
| Equity Index Underlying Supplement | |||
| Disclaimer | ii | ||
| Risk Factors | S-1 | ||
| The DAX® Index | S-8 | ||
| The Dow Jones Industrial AverageSM | S-10 | ||
| The EURO STOXX 50® Index | S-12 | ||
| The FTSE® 100 Index | S-14 | ||
| The Hang Seng® Index | S-15 | ||
| The Hang Seng China Enterprises Index | S-17 | ||
| The KOSPI 200 Index | S-20 | ||
| The MSCI Indices | S-23 | ||
| The NASDAQ 100 Index® | S-27 | ||
| The Nikkei 225 Index | S-31 | ||
| The PHLX Housing SectorSM Index | S-33 | ||
| The Russell 2000® Index | S-37 | ||
| The S&P 100® Index | S-40 | ||
| The S&P 500® Index | S-43 | ||
| The S&P 500® Low Volatility Index | S-46 | ||
| The S&P BRIC 40 Index | S-49 | ||
| The S&P MidCap 400® Index | S-51 | ||
| The TOPIX® Index | S-54 | ||
| Additional Terms of the Notes | S-56 | ||
| Prospectus Supplement | |||
| Risk Factors | S-1 | ||
| Pricing Supplement | S-10 | ||
| Description of Notes | S-12 | ||
| Use of Proceeds and Hedging | S-36 | ||
| Certain ERISA Considerations | S-37 | ||
| U.S. Federal Income Tax Considerations | S-39 | ||
| Supplemental Plan of Distribution (Conflicts of Interest) | S-61 | ||
| Prospectus | |||
| About this Prospectus | 1 | ||
| Risk Factors | 2 | ||
| Where You Can Find More Information | 3 | ||
| Special Note Regarding Forward-Looking Statements | 4 | ||
| HSBC USA Inc. | 7 | ||
| Use of Proceeds | 8 | ||
| Description of Debt Securities | 9 | ||
| Description of Preferred Stock | 20 | ||
| Description of Warrants | 25 | ||
| Description of Purchase Contracts | 30 | ||
| Description of Units | 33 | ||
| Book-Entry Procedures | 36 | ||
| Limitations on Issuances in Bearer Form | 40 | ||
| U.S. Federal Income Tax Considerations Relating to Debt Securities | 41 | ||
| Plan of Distribution (Conflicts of Interest) | 49 | ||
| Notice to Canadian Investors | 52 | ||
| Notice to EEA Investors | 53 | ||
| Notice to UK Investors | 54 | ||
| UK Financial Promotion | 54 | ||
| Certain ERISA Matters | 55 | ||
| Legal Opinions | 57 | ||
| Experts | 58 |