Filed Pursuant
to Rule 433
Registration
No. 333-180289
January
24, 2013
FREE WRITING
PROSPECTUS
(To Prospectus
dated March 22, 2012,
Prospectus
Supplement dated March 22, 2012 and
Equity
Index Underlying Supplement dated March 22, 2012)
HSBC USA Inc.
Performance Plus Securities
Linked to the EURO STOXX 50
®
Index
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}
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Contingent minimum return of at least 4.50% (to be determined on the Trade Date), if the Reference Return is greater than or
equal to the Barrier Level of -20%
|
|
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}
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One-for-one participation in the return of the reference asset if the Reference Return exceeds the contingent minimum return
or declines below the Barrier Level
|
|
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}
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Contingent repayment of principal if the Reference Return is greater than or equal to the Barrier Level
|
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}
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All
payments on the securities are subject to the credit risk of HSBC USA Inc.
|
The Performance Plus Securities (each a “security” and collectively the “securities")
offered hereunder will not be listed on any U.S. securities exchange or automated quotation system. The securities will not bear
interest.
Neither the U.S. Securities
and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the securities
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 securities. HSBC Securities (USA) Inc. will purchase the securities from
us for distribution to other registered broker-dealers or will offer the securities directly to investors. 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 in any securities 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-11 of this free writing prospectus.
Investment in the securities
involves certain risks. You should refer to “Risk Factors” beginning on page FWP-7 of this document, page S-3 of the
accompanying prospectus supplement and page S-1 of the accompanying Equity Index Underlying Supplement.
|
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Price to Public
|
Underwriting Discount
1
|
Proceeds to Issuer
|
|
Per security
|
$1,000
|
|
|
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Total
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|
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1
HSBC USA Inc.
or one of our affiliates may pay varying discounts of up to 1.25% per $1,000 Principal Amount of securities in connection with
the distribution of the securities to other registered broker-dealers. See “Supplemental Plan of Distribution (Conflicts
of Interest)” on page FWP-11 of this free writing prospectus.
The
securities:
|
Are Not FDIC Insured
|
Are Not Bank Guaranteed
|
May Lose Value
|
HSBC USA Inc.
Performance Plus Securities
Linked to the EURO STOXX
50
®
Index
Indicative Terms*
|
Principal Amount
|
$1,000 per security
|
|
Reference Asset
|
The EURO STOXX 50
®
Index
(“SX5E”) (Ticker: SX5E)
|
|
Minimum Upside Return
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[4.5%] (the Minimum Upside Return will determined on the Pricing Date and will not be less than 4.5%)
|
|
Barrier Level
|
-20%
|
Payment at
Maturity
per security
|
If the Reference Return is greater than or equal
to the Barrier Level
, you will receive the greater of:
a) $1,000 + ($1,000 ×
Reference Return); and
b) $1,000 + ($1,000 ×
Minimum Upside Return).
If the Reference Return is less than the Barrier
Level:
$1,000 + ($1,000 × Reference Return).
For example, if the Reference Return is -35%, you will suffer a
35% loss and receive 65% of the Principal Amount, subject to the credit risk of HSBC. If the Reference Return is less than the
Barrier Level, you will lose some or all of your investment.
|
|
Reference Return
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Final Level – Initial Level
Initial Level
|
|
Initial Level
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See page FWP-4
|
|
Final Level
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See page FWP-4
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Trade Date
|
February [ ], 2013
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Pricing Date
|
February [ ], 2013
|
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Settlement Date
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February [ ], 2013
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Final Valuation Date
†
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August [ ], 2014
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|
Maturity Date
†
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August [ ], 2014
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CUSIP
|
40432XA84
|
* As more fully described beginning on page FWP-4.
†Subject to adjustment as described under “Additional
Terms of the Notes” in the accompanying Equity Index Underlying Supplement.
The Securities
These
Performance Plus Securities may be suitable for investors who believe that the Reference Asset will appreciate over the term of
the securities. So long as the Reference Return is below the Minimum Upside Return and above the Barrier Level at maturity, the
securities will outperform the Reference Return.
If
the Final Level is greater than or equal to the Barrier Level, you will realize at least the Minimum Upside Return at maturity
(subject to the credit risk of HSBC). If the Reference Return exceeds the Minimum Upside Return, the securities will provide a
one-for-one return based on the percentage increase of the index. However, if the Reference Return is less than the Barrier Level,
you will lose 1% of your investment for every 1% decline in the Reference Asset.
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The
offering period for the securities is through
February [ ], 2013
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Payoff Example
The table at right shows the hypothetical
payout profile of an investment in the securities reflecting a hypothetical Minimum Upside Return of 4.5%. The actual Minimum Upside
Return will be determined on the Pricing Date and will not be less than 4.5%
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Information about
the Reference Asset
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EURO STOXX 50
®
Index
|
|
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The SX5E is composed of 50 stocks from the Eurozone (Austria, Belgium,
Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal and Spain) portion of the STOXX Europe
600 Supersector indices. The STOXX Europe 600 Supersector indices contain the 600 largest stocks traded on the major exchanges
of 18 European countries and are organized into the following 19 Supersectors: automobiles & parts; banks; basic resources;
chemicals; construction & materials; financial services; food & beverage; health care; industrial goods & services;
insurance; media; oil & gas; personal & household goods; real estate; retail; technology; telecommunications; travel &
leisure and utilities.
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|
The graph above illustrates the daily five-year performance of the
Reference Asset through January 17, 2013. The closing levels in the graph above were obtained from the Bloomberg Professional
®
Service. Past performance is not necessarily an indication of future results. For further information on the Reference Asset please
see “The EURO STOXX 50
®
Index” on page FWP-11 and in the accompanying Equity Index Underlying Supplement.
We have derived all disclosure regarding the Reference Asset 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 Reference Asset.
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HSBC USA Inc.
Performance
Plus Securities
|
|
Linked to the EURO STOXX 50
®
Index
This free writing prospectus
relates to a single offering of Performance Plus Securities. The securities 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 securities
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.
You should be willing to forgo interest and dividend payments during the term of the securities and, if the Reference
Return is less than the Barrier Level, lose some or all of your principal.
This free writing prospectus
relates to an offering of securities linked to the performance of the EURO STOXX 50
®
Index (the “Reference
Asset”). The purchaser of a security will acquire a senior unsecured debt security of HSBC USA Inc. as described below. The
following key terms relate to the offering of securities:
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Issuer:
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HSBC USA Inc.
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Principal Amount:
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$1,000 per security
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Reference Asset:
|
The EURO STOXX 50
®
Index (Ticker: SX5E)
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Trade Date:
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February [ ], 2013
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Pricing Date:
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February [ ], 2013
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Original Issue Date:
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February [ ], 2013
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Final Valuation Date:
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August [ ], 2014, subject to adjustment as described under “Valuation Dates” in the accompanying Equity Index Underlying Supplement.
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Maturity Date:
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3 business days after the Final Valuation Date, and expected to be August [ ], 2014. 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.
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Minimum Upside Return:
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At least 4.5% (the Minimum Upside Return will determined on the Pricing Date and will not be less than 4.5%)
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Payment at Maturity:
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On the Maturity Date, for each security, we will pay you the Final Settlement Value.
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Final Settlement Value:
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If the Reference Return is greater than or equal to the Barrier
Level,
you will receive a cash payment on the Maturity Date, per $1,000 Principal Amount of securities, equal to the greater
of:
(a) $1,000 + ($1,000 × Reference Return); and
(b) $1,000 + ($1,000 × Minimum Upside Return).
If the Reference Return is less than the Barrier Level,
you will receive a cash payment on the Maturity Date, per $1,000 Principal Amount of securities, calculated as follows:
$1,000 + ($1,000 × Reference Return).
Under these circumstances, you will lose 1% of the Principal Amount
of your securities for each percentage point decline of the Reference Asset. For example, if the Reference Return is -35%, you
will suffer a 35% loss and receive 65% of the Principal Amount, subject to the credit risk of HSBC.
If the Reference Return
is less than the Barrier Level, you will lose some or all of your investment.
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Reference Return:
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The quotient, expressed as a percentage, calculated as follows:
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Final Level – Initial Level
Initial Level
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Barrier Level:
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-20%
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Initial Level:
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The Official Closing Level of the Reference Asset on the Pricing Date.
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Final Level:
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The Official Closing Level of the Reference Asset on the Final Valuation Date.
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Official Closing Level:
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The closing level of the Reference Asset on any scheduled trading day as determined by the calculation agent based upon the level displayed on Bloomberg Professional
®
service page “SX5E <INDEX>”, or on any successor page on the Bloomberg Professional
®
service or any successor service, as applicable.
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Form of Securities:
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Book-Entry
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Listing:
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The securities will not be listed on any U.S. securities exchange or quotation system.
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CUSIP/ISIN:
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40432XA84/US40432XA843
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 securities.
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GENERAL
This free writing prospectus relates
to an offering of securities linked to the Reference Asset identified on the cover page. The purchaser of a security 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 securities 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 securities.
You should read this document together
with the prospectus dated March 22, 2012, the prospectus supplement dated March 22, 2012, and the Equity Index Underlying Supplement
dated March 22, 2012. If the terms of the securities 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.
You should carefully consider, among other things, the matters set forth in “Risk Factors” beginning on page FWP-7
of this free writing prospectus, page S-3 of the prospectus supplement and page S-1 of the Equity Index Underlying Supplement,
as the securities 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 securities. 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:
We are using this free writing prospectus
to solicit from you an offer to purchase the securities. You may revoke your offer to purchase the securities 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 securities prior to their issuance. In the event of any material changes to the terms of the
securities, we will notify you.
PAYMENT AT MATURITY
On the Maturity Date, for each security
you hold, we will pay you the Final Settlement Value, which is an amount in cash, as described below:
If the Reference Return is greater
than or equal to the Barrier Level
, you will receive a cash payment on the Maturity Date, per $1,000 Principal Amount of securities,
equal to the greater of:
(a) $1,000 + ($1,000 × Reference
Return); and
(b) $1,000 + ($1,000 × Minimum
Upside Return).
If the Reference Return is less
than the Barrier Level,
you will receive a cash payment on the Maturity Date, per $1,000 Principal Amount of securities, calculated
as follows:
$1,000 + ($1,000
× Reference Return).
Under these circumstances, you will lose
1% of the Principal Amount of your securities for each percentage point decline in the Reference Asset. For example, if the Reference
Return is -35%, you will suffer a 35% loss and receive 65% of the Principal Amount, subject to the credit risk of HSBC.
You
should be aware that if the Reference Return is less than the Barrier Level, you will lose some or all of your investment.
Interest
The securities will not pay interest.
Calculation Agent
We or one of our affiliates will act
as calculation agent with respect to the securities.
Reference Sponsor
S&P
Dow Jones Indices LLC, a subsidiary of The McGraw-Hill Companies, Inc., is the reference sponsor
.
INVESTOR SUITABILITY
|
The securities may be suitable for you if:
|
The securities may not be suitable for you if:
|
|
}
You
seek an investment with a return linked to the potential positive performance of the Reference Asset and you believe the level
of the Reference Asset will not change or will increase over the term of the securities.
}
You
are willing to make an investment that is exposed to the negative Reference Return on a 1-to-1 basis for each percentage point
decline in the Reference Asset.
}
You
are willing to accept the risk and return profile of the securities versus a conventional debt security with a comparable maturity
issued by HSBC or another issuer with a similar credit rating.
}
You
are willing to forgo dividends or other distributions paid to holders of the stocks comprising the Reference Asset.
}
You
do not seek current income from your investment.
}
You
do not seek an investment for which there is an active secondary market.
}
You
are willing to hold the securities to maturity.
}
You
are comfortable with the creditworthiness of HSBC, as Issuer of the securities.
|
}
You
believe the Reference Return will be negative or that the Reference Return will not be sufficiently positive to provide you with
your desired return.
}
You
are unwilling to make an investment that is exposed to the negative Reference Return on a 1-to-1 basis for each percentage point
decline in the Reference Asset.
}
You
seek an investment that provides full return of principal.
}
You
prefer the lower risk, and therefore accept the potentially lower returns, of conventional debt securities with comparable maturities
issued by HSBC or another issuer with a similar credit rating.
}
You
prefer to receive the dividends or other distributions paid on the stocks comprising the Reference Asset.
}
You
seek current income from your investment.
}
You
seek an investment for which there will be an active secondary market.
}
You
are unable or unwilling to hold the securities to maturity.
}
You
are not willing or are unable to assume the credit risk associated with HSBC, as Issuer of the securities.
|
RISK FACTORS
We urge you to read the section “Risk
Factors” beginning on page S-3 in the accompanying prospectus supplement and on page S-1 of the accompanying Equity
Index Underlying Supplement. Investing in the securities is not equivalent to investing directly in any of the stocks comprising
the Reference Asset. You should understand the risks of investing in the securities and should reach an investment decision only
after careful consideration, with your advisors, of the suitability of the securities in light of your particular financial circumstances
and the information set forth in this free writing prospectus and the accompanying Equity Index Underlying Supplement, prospectus
supplement and prospectus.
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 securities described in the following sections:
|
|
}
|
“— Risks Relating to All Note Issuances” in the prospectus supplement;
|
|
|
}
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“— General risks related to Indices” in the Equity Index Underlying Supplement;
|
|
|
}
|
“— Risks Associated with Non-U.S. Companies” in the Equity Index Underlying Supplement;
|
|
|
}
|
“— Securities Prices Generally are Subject to Political, Economic, Financial, and Social
Factors that Apply to the Markets in which they Trade and to a Lesser Extent, Foreign Markets” in the Equity Index Underlying
Supplement;
|
|
|
}
|
“— Time Differences Between the Domestic and Foreign Markets and New York City May
Create Discrepancies in the Trading Level or Price of the Notes” in the Equity Index Underlying Supplement; and
|
|
|
}
|
“— The Notes Will Not Be Adjusted for Changes in Exchange Rates” 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 securities do not guarantee the return of any principal.
You will be fully exposed to the decline in the Reference Asset
if the Reference Return is less than the Barrier Level of 80%. Accordingly, if the Reference Return is less than the Barrier Level,
your Payment at Maturity will be less than the Principal Amount of your securities by an amount proportionate to the decrease in
the Reference Asset.
There is no minimum payment on the securities and, accordingly, you could lose your entire investment.
Credit risk of HSBC USA Inc.
The securities are senior unsecured
debt obligations of the Issuer, HSBC, and are not, either directly or indirectly, an obligation of any third party. As further
described in the accompanying prospectus supplement and prospectus, the securities will rank on par with all of the other unsecured
and unsubordinated debt obligations of HSBC, except such obligations as may be preferred by operation of law. Any payment to be
made on the securities, including any 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 securities
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 securities.
The securities will not bear
interest.
As a holder of the securities, you will
not receive interest payments.
Changes that affect the Reference
Asset will affect the market value of the securities and the amount you will receive at maturity.
The policies of the reference sponsor
concerning additions, deletions and substitutions of the constituents comprising the Reference Asset and the manner in which the
reference sponsor takes account of certain changes affecting those constituents may affect the level of the Reference Asset. The
policies of the reference sponsor with respect to the calculation of the Reference Asset could also affect the level of the Reference
Asset. The reference sponsor may discontinue or suspend calculation or dissemination of the Reference Asset. Any such actions could
affect the value of the securities.
The securities are not insured
by any governmental agency of the United States or any other jurisdiction.
The securities are not deposit liabilities
or other obligations of a bank and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency
or program of the United States or any other jurisdiction. An investment in the securities is subject to the credit risk of HSBC,
and in the event that HSBC is unable to pay its obligations as they become due, you may not receive the full Payment at Maturity
of the securities.
Certain built-in costs are likely
to adversely affect the value of the securities prior to maturity.
While the Payment at Maturity described
in this free writing prospectus is based on the full Principal Amount of your securities, the original issue price of the securities
includes the agent’s commission and the estimated cost of HSBC hedging its obligations under the securities. As a result,
the price, if any, at which HSBC Securities (USA) Inc. will be willing to purchase securities from you in secondary market transactions,
if at all, will likely be lower than the original issue price, and any sale prior to the Maturity Date could result in a substantial
loss to you. The securities are not designed to be short-term trading instruments. Accordingly, you should be able and willing
to hold your securities to maturity.
The securities lack liquidity.
The securities will not be listed on
any securities exchange. HSBC Securities (USA) Inc. is not required to offer to purchase the securities 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 securities
easily. Because other dealers are not likely to make a secondary market for the securities, the price at which you may be able
to trade your securities is likely to depend on the price, if any, at which HSBC Securities (USA) Inc. is willing to buy the securities.
Potential conflicts.
HSBC and its affiliates play a variety
of roles in connection with the issuance of the securities, including acting as calculation agent and hedging our obligations under
the securities. 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 securities. We will not have any obligation to consider your interests as a holder
of the securities in taking any action that might affect the value of your securities.
Uncertain tax treatment.
For a discussion of the U.S. federal
income tax consequences of your investment in a security, 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.
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 the Reference Asset relative to its Initial Level. We cannot predict the Final
Level. The assumptions we have made in connection with the illustrations set forth below may not reflect actual events, and the
hypothetical Initial Level used in the table and examples below is not expected to be the actual Initial Level of the Reference
Asset. You should not take this illustration or these examples as an indication or assurance of the expected performance of the
Reference Asset or the return on your securities
.
The Final Settlement Value may be less than the amount that you would
have received from a conventional debt security with the same stated maturity, including those issued by HSBC. The numbers appearing
in the table below and following examples have been rounded for ease of analysis.
The table below illustrates the hypothetical
Payment at Maturity on a $1,000 investment in the securities for a hypothetical range of Reference Returns from -100% to +100%.
The following results are based solely on the assumptions outlined below. The “Hypothetical Return on the Security”
as used below is the number, expressed as a percentage, that results from comparing the Payment at Maturity per $1,000 Principal
Amount of securities to $1,000. The potential returns described here assume that your securities are held to maturity. You should
consider carefully whether the securities are suitable to your investment goals. The following table and examples assume the following:
|
}
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Principal Amount:
|
$1,000
|
|
|
|
|
|
}
|
Hypothetical Initial Level:
|
2,500.00
|
|
|
|
|
|
}
|
Hypothetical Minimum
Upside Return:
|
4.5% (The actual Minimum Upside Return will be determined on the Pricing Date and will not be less than 4.5%)
|
The actual Initial Level will be determined
on the Pricing Date.
|
Hypothetical
Final Level
|
Hypothetical Reference Return
|
Hypothetical
Payment at Maturity
|
Hypothetical
Return on the Security
|
|
5,000.00
|
100.00%
|
$2,000.00
|
100.00%
|
|
4,500.00
|
80.00%
|
$1,800.00
|
80.00%
|
|
4,000.00
|
60.00%
|
$1,600.00
|
60.00%
|
|
3,500.00
|
40.00%
|
$1,400.00
|
40.00%
|
|
3,250.00
|
30.00%
|
$1,300.00
|
30.00%
|
|
3,000.00
|
20.00%
|
$1,200.00
|
20.00%
|
|
2,750.00
|
10.00%
|
$1,100.00
|
10.00%
|
|
2,625.00
|
5.00%
|
$1,050.00
|
5.00%
|
|
2,612.50
|
4.50%
|
$1,045.00
|
4.50%
|
|
2,550.00
|
2.00%
|
$1,045.00
|
4.50%
|
|
2,525.00
|
1.00%
|
$1,045.00
|
4.50%
|
|
2,500.00
|
0.00%
|
$1,045.00
|
4.50%
|
|
2,475.00
|
-1.00%
|
$1,045.00
|
4.50%
|
|
2,450.00
|
-2.00%
|
$1,045.00
|
4.50%
|
|
2,375.00
|
-5.00%
|
$1,045.00
|
4.50%
|
|
2,250.00
|
-10.00%
|
$1,045.00
|
4.50%
|
|
2,125.00
|
-15.00%
|
$1,045.00
|
4.50%
|
|
2,000.00
|
-20.00%
|
$1,045.00
|
4.50%
|
|
1,750.00
|
-30.00%
|
$700.00
|
-30.00%
|
|
1,500.00
|
-40.00%
|
$600.00
|
-40.00%
|
|
1,000.00
|
-60.00%
|
$400.00
|
-60.00%
|
|
500.00
|
-80.00%
|
$200.00
|
-80.00%
|
|
0.00
|
-100.00%
|
$0.00
|
-100.00%
|
The following examples indicate how the
Final Settlement Value would be calculated with respect to a hypothetical $1,000 investment in the securities.
Example 1: The level of the Reference
Asset increases from the Initial Level of 2,500.00 to a Final Level of 2,550.00.
|
|
|
|
Reference Return:
|
2.00%
|
|
Final Settlement Value:
|
$1,045.00
|
Because the Reference Return is greater
than the Barrier Level, and such Reference Return is less than the hypothetical Minimum Upside Return, the investor receives the
Minimum Upside Return and the Final Settlement Value would be $1,045.00 per $1,000 Principal Amount of securities, calculated as
follows:
|
$1,000 + ($1,000 × Minimum Upside Return)
|
|
= $1,000 + ($1,000 × 4.50%)
|
|
= $1,045.00
|
Example 1 shows that you will benefit
from the Minimum Upside Return at maturity when the Reference Return is greater than the Barrier Level but less than the Minimum
Upside Return.
Example 2: The level of the Reference
Asset increases from the Initial Level of 2,500.00 to a Final Level of 3,250.00.
|
|
|
|
Reference Return:
|
30.00%
|
|
Final Settlement Value:
|
$1,300.00
|
Because the Reference Return is greater
than the Minimum Upside Return, the Final Settlement Value would be $1,300.00 per $1,000 Principal Amount of securities, calculated
as follows:
|
$1,000 + ($1,000 × Reference Return)
|
|
= $1,000 + ($1,000 × 30.00%)
|
|
= $1,300.00
|
Example 2 shows that you will receive
the return of your principal investment plus a return equal to the Reference Return at maturity when the Reference Return is greater
than the Minimum Upside Return.
Example 3: The level of the Reference
Asset decreases from the Initial Level of 2,500.00 to a Final Level of 2,375.00.
|
|
|
|
Reference Return:
|
-5.00%
|
|
Final Settlement Value:
|
$1,045.00
|
Because the Reference Return is less
than zero but greater than the Barrier Level of -20%, the investor receives the Minimum Upside Return and the Final Settlement
Value would be $1,045.00 per $1,000 Principal Amount of securities, calculated as follows:
|
$1,000 + ($1,000 × Minimum Upside Return)
|
|
= $1,000 + ($1,000 × 4.50%)
|
|
= $1,045.00
|
Example 3 shows that you will benefit
from the Minimum Upside Return at maturity when the Reference Return is less than zero but greater than the Barrier Level.
Example 4: The level of the Reference
Asset decreases from the Initial Level of 2,500.00 to a Final Level of 1,500.00.
|
|
|
|
Reference Return:
|
-40.00%
|
|
Final Settlement Value:
|
$600.00
|
Because the Reference
Return is less than the Barrier Level of -20%, the Final Settlement Value would be $600.00 per $1,000 Principal Amount of securities,
calculated as follows:
|
$1,000 + ($1,000 × Reference Return)
|
|
= $1,000 + [$1,000 × (-40.00%)]
|
|
= $600.00
|
Example 4 shows that you
are exposed on a 1-to-1 basis to declines in the level of the Reference Asset if the Reference Return is less than the Barrier
Level. YOU MAY LOSE SOME OR ALL OF THE PRINCIPAL AMOUNT OF YOUR SECURITIES.
|
THE EURO STOXX 50
®
INDEX
|
|
Description of the SX5E
The SX5E is composed of 50 stocks from
the Eurozone (Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal and Spain)
portion of the STOXX Europe 600 Supersector indices. The STOXX Europe 600 Supersector indices contain the 600 largest stocks traded
on the major exchanges of 18 European countries and are organized into the following 19 Supersectors: automobiles & parts;
banks; basic resources; chemicals; construction & materials; financial services; food & beverage; health care; industrial
goods & services; insurance; media; oil & gas; personal & household goods; real estate; retail; technology; telecommunications;
travel & leisure and utilities.
For
more information about the SX5E, see “The EURO STOXX 50
Ò
Index” on page S-40 of the accompanying Equity Index
Underlying Supplement.
|
Historical Performance of the SX5E
The following graph sets forth the historical
performance of the SPX based on the daily historical closing levels from January 17, 2008 through January 17, 2013. The closing
level for the SX5E on January 17, 2013 was 2,718.93. 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.
|
|
The historical levels of the SX5E should not be taken as an indication of future performance, and no assurance can be given as to the Official Closing Level of the SX5E on the Final Valuation Date.
|
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 securities. Pursuant to the terms of a distribution agreement, HSBC Securities (USA) Inc.
will purchase the securities 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 securities directly to investors.
HSBC Securities (USA) Inc. proposes to offer the securities 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
1.25
%
per $1,000 Principal Amount of securities in connection with the distribution of the securities 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 securities.
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 securities, but is under no obligation to make a market in the securities and may discontinue
any market-making activities at any time without notice.
See "Supplemental Plan of Distribution
(Conflicts of Interest)" on page S-49 in the prospectus supplement.
U.S. FEDERAL INCOME
TAX CONSIDERATIONS
There is no direct legal authority as
to the proper tax treatment of the securities, and therefore significant aspects of the tax treatment of the securities are uncertain
as to both the timing and character of any inclusion in income in respect of the securities. Under one approach, a security should
be treated as a pre-paid executory contract with respect to the Reference Asset. We intend to treat the securities consistent with
this approach. Pursuant to the terms of the securities, you agree to treat the securities under this approach 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, Morrison & Foerster LLP, it is reasonable to treat a security as a pre-paid
executory contract with respect to the Reference Asset. Pursuant to this approach, we do not intend to report any income or gain
with respect to the securities prior to their maturity or an earlier sale or exchange and we intend to treat any gain or loss upon
maturity or an earlier sale or exchange as long-term capital gain or loss, provided that you have held the security for more than
one year at such time for U.S. federal income tax purposes.
We will not attempt to ascertain whether
any of the entities whose stock is included in, or owned by, the Reference Asset, as the case may be, 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, or owned by, the Reference
Asset, as the case may be, 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, or owned by, the Reference
Asset, as the case may be, and consult your tax advisor regarding the possible consequences to you if one or more of the entities
whose stock is included in, or owned by, the Reference Asset, as the case may be, is or becomes a PFIC or a USRPHC.
For a discussion of the U.S. federal
income tax consequences of your investment in a security, please see the discussion under “U.S Federal Income Tax Considerations”
in the accompanying prospectus supplement.
|
|
|
|
|
|
|
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.
$ Performance
Plus Securities
linked to the
EURO
STOXX 50
®
Index
January
24, 2013
FREE
WRITING PROSPECTUS
|
|
|
|
|
|
|
Free Writing Prospectus
|
|
|
General
|
|
FWP-5
|
|
|
Payment at Maturity
|
|
FWP-6
|
|
|
Investor Suitability
|
|
FWP-6
|
|
|
Risk Factors
|
|
FWP-7
|
|
|
Illustrative Examples
|
|
FWP-9
|
|
|
The EURO STOXX 50
®
Index
|
|
FWP-11
|
|
|
Supplemental Plan of Distribution (Conflicts of Interest)
|
|
FWP-11
|
|
|
U.S. Federal Income Tax Considerations
|
|
FWP-12
|
|
|
|
|
|
|
|
Equity Index Underlying Supplement
|
|
|
Risk Factors
|
|
S-1
|
|
|
The S&P 500
®
Index
|
|
S-6
|
|
|
The S&P 100
®
Index
|
|
S-10
|
|
|
The S&P MidCap 400
®
Index
|
|
S-14
|
|
|
The S&P 500 Low Volatility Index
|
|
S-18
|
|
|
The Russell 2000
®
Index
|
|
S-21
|
|
|
The Dow Jones Industrial Average
SM
|
|
S-25
|
|
|
The Hang Seng China Enterprises Index
®
|
|
S-27
|
|
|
The Hang Seng
®
Index
|
|
S-30
|
|
|
The Korea Stock Price Index 200
|
|
S-33
|
|
|
MSCI Indices
|
|
S-36
|
|
|
The EURO STOXX 50
®
Index
|
|
S-40
|
|
|
The PHLX Housing Sector
SM
Index
|
|
S-42
|
|
|
The TOPIX
®
Index
|
|
S-46
|
|
|
The NASDAQ-100 Index
®
|
|
S-49
|
|
|
S&P BRIC 40 Index
|
|
S-53
|
|
|
The Nikkei 225 Index
|
|
S-56
|
|
|
The FTSE™ 100 Index
|
|
S-58
|
|
|
Other Components
|
|
S-60
|
|
|
Additional Terms of the Notes
|
|
S-60
|
|
|
|
|
|
|
|
Prospectus Supplement
|
|
|
Risk Factors
|
|
S-3
|
|
|
Risks Relating to Our Business
|
|
S-3
|
|
|
Risks Relating to All Note Issuances
|
|
S-3
|
|
|
Pricing Supplement
|
|
S-7
|
|
|
Description of Notes
|
|
S-8
|
|
|
Use of Proceeds and Hedging
|
|
S-30
|
|
|
Certain ERISA Considerations
|
|
S-30
|
|
|
U.S. Federal Income Tax Considerations
|
|
S-32
|
|
|
Supplemental Plan of Distribution (Conflicts of Interest)
|
|
S-49
|
|
|
|
|
|
|
|
Prospectus
|
|
|
About this Prospectus
|
|
1
|
|
|
Risk Factors
|
|
1
|
|
|
Where You Can Find More Information
|
|
1
|
|
|
Special Note Regarding Forward-Looking Statements
|
|
2
|
|
|
HSBC USA Inc.
|
|
3
|
|
|
Use of Proceeds
|
|
3
|
|
|
Description of Debt Securities
|
|
3
|
|
|
Description of Preferred Stock
|
|
15
|
|
|
Description of Warrants
|
|
21
|
|
|
Description of Purchase Contracts
|
|
25
|
|
|
Description of Units
|
|
28
|
|
|
Book-Entry Procedures
|
|
30
|
|
|
Limitations on Issuances in Bearer Form
|
|
35
|
|
|
U.S. Federal Income Tax Considerations Relating to Debt Securities
|
|
35
|
|
|
Plan of Distribution (Conflicts of Interest)
|
|
51
|
|
|
Notice to Canadian Investors
|
|
53
|
|
|
Notice to EEA Investors
|
|
58
|
|
|
Certain ERISA Matters
|
|
59
|
|
|
Legal Opinions
|
|
60
|
|
|
Experts
|
|
60
|
|
|
|
|
|
|
|
China United Insurance S... (CE) (USOTC:CUII)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
China United Insurance S... (CE) (USOTC:CUII)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024
