Filed Pursuant
to Rule 433
Registration
No. 333-180289
April 1,
2013
FREE WRITING
PROSPECTUS
(To Prospectus
dated March 22, 2012,
Prospectus
Supplement dated March 22, 2012 and
Stock-Linked
Underlying Supplement dated March 22, 2012)
HSBC USA Inc.
6 Year Income Plus Notes
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Income Plus Notes with a 0.50% Minimum Annual Coupon
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Linked to a basket of 5 Reference Stocks
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Repayment of principal at maturity
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Annual coupons based on the performance of every Reference Stock, subject to the Minimum Coupon Rate and the Performance-Based
Coupon Rate
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All payments on the Notes are subject to the credit risk of HSBC USA Inc.
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The 6 Year Income Plus Notes (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 Stock-Linked 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 the 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-15 of this free writing prospectus.
Investment in the Notes involves certain
risks. You should refer to “Risk Factors” beginning on page FWP-6 of this document, beginning on page S-3 of the accompanying
prospectus supplement and beginning on page S-1 of the accompanying Stock-Linked Underlying Supplement.
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Price to Public
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Underwriting Discount
1
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Proceeds to Issuer
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Per security / Total
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$1,000/
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1
HSBC USA Inc. or one of our
affiliates may pay varying underwriting discounts of up to 2.50% and referral fees of up to 1.50% per $1,000 Principal Amount of
Notes in connection with the distribution of the Notes to other registered broker-dealers. In no case will the sum of underwriting
discounts and referral fees exceed 4.00% per $1,000 Principal Amount. See “Supplemental Plan of Distribution (Conflicts of
Interest)” on page FWP-15 of this free writing prospectus.
The Notes:
Not FDIC Insured
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Are Not Bank Guaranteed
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May Lose Value
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HSBC
USA Inc.
6
Year Income Plus Notes
Linked
to a Basket of 5 Reference Stocks
Coupon
RATES
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Potential
Annual COUPON
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CUSIP/
ISIN
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Minimum
Coupon Rate
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Performance-Based
Coupon Rate
1
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Minimum
Coupon Rate or Combined Return
2
|
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0.50%
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4.50%
1
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0.50%
or 5.00%
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40432XDW8/US40432XDW83
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1
The
actual rate will be determined on the Trade Date and fixed for the duration of the Notes. The rate set on Trade Date will not be
less than the rate indicated above and maybe greater subject to market conditions on that day. Payment of any Performance-Based
Coupon Rate is subject to the Final Price of each Reference Stock on the applicable Coupon Valuation Date being greater than or
equal to its Initial Price.
2
The Minimum Coupon Rate and Performance-Based Coupon
Rate (to be determined on the Trade Date) are shown together.
Indicative Terms*
Principal Amount
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$1,000 per Note
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Term
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6 years
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Coupon
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The Coupon on each Coupon Payment Date for the Notes will be
variable and be calculated as follows:
If
every
Reference Stock Return on the applicable Coupon Valuation Date is greater than or equal to zero,
you will
receive:
$1,000 x (Performance-Based Coupon Rate + Minimum Coupon Rate)
If
any
Reference Stock Return on the applicable
Coupon Valuation Date is less than zero
, you will receive:
$1,000 x Minimum Coupon Rate
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Payment at Maturity per Note
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Principal Amount plus any Coupon due on the Maturity Date
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Minimum Coupon Rate
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See page FWP-3
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Performance-Based Coupon Rate
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See page FWP-3
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Reference Stocks
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The Reference Stocks are:
·
Bristol-Myers Squibb Company
·
ConocoPhillips
·
Intel
Corporation
·
AT&T
Inc.
·
Walgreen
Co.
For more information, see page FWP-3
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Coupon Valuation Dates
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See page FWP-4
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Coupon Payment Dates
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See page FWP-4
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Pricing Date
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April 10, 2013
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Trade Date
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April 10, 2013
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Original Issue Date
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April 15, 2013
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Maturity Date
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April 15, 2019
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* As more fully described beginning on page FWP-3.
The Notes
For investors
who seek full repayment of principal at maturity, subject to the credit risk of HSBC, and believe all of the Reference Stocks will
appreciate or remain the same during the term of the Notes.
If
every
Reference Stock Return is greater than or equal to zero on any Coupon Valuation Date, the Coupon will equal the Performance-Based
Coupon Rate plus the Minimum Coupon Rate, multiplied by the Principal Amount. If the Reference Stock Return of
any
Reference
Stock is less than zero on any Coupon Valuation Date, the Coupon will equal the Minimum Coupon Rate multiplied by the Principal
Amount.
The offering period for the Notes is through
April 10, 2013
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HSBC USA Inc.
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6 Year Income Plus Notes
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Linked to a Basket of 5 Reference Stocks
This free writing prospectus
relates an offering of Notes linked to a basket of five common stocks (each a “Reference Stock” and the basket the
“Reference Asset”). The Notes will have the terms described in this free writing prospectus and the accompanying Stock-Linked
Underlying Supplement, prospectus supplement and prospectus. If the terms of the Notes are inconsistent with those described in
the accompanying Stock-Linked Underlying Supplement, prospectus supplement or prospectus, the terms described in this free writing
prospectus shall control.
The purchaser of the
Notes will acquire a senior unsecured debt security of HSBC USA Inc. with annual coupons linked to the performance of the Reference
Stocks as described below. The following key terms relate to the Notes:
Issuer:
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HSBC USA Inc.
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Principal Amount:
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$1,000 per Note
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Coupon
Rates
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Potential
Annual COUPON
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CUSIP/
ISIN
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Minimum
Coupon Rate
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Performance-Based
Coupon Rate
1
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Minimum
Coupon Rate or Combined Return
2
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0.50%
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4.50%
1
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0.50%
or 5.00%
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40432XDW8/US40432XDW83
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1
The
actual rate will be determined on the Trade Date and fixed for the duration of the Note. The rate set on Trade Date will not be
less than the rate indicated above and maybe greater subject to market conditions on that day. Payment of any Performance-Based
Coupon Rate is subject to the Final Price of each Reference Stock on the applicable Coupon Valuation Date being greater than or
equal to its Initial Price.
2
The Minimum Coupon Rate and Performance-Based Coupon
Rate (to be determined on the Trade Date) are shown together.
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Reference Stocks:
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The common stocks of the Reference Stock Issuers
:
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Reference
Stock Issuers
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Ticker
Symbol
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Relevant
Exchange
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Industry
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Initial
Price
1
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Market
Capitalization
2
(in billions)
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Bristol-Myers Squibb Company
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BMY
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NYSE
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Large Pharmaceuticals
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$66.77
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ConocoPhillips
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COP
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NYSE
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Integrated Oils
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$73.72
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Intel Corporation
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INTC
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NASDAQ
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Semiconductor Devices
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$107.97
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AT&T Inc.
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T
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NYSE
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Telecom Carriers
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$201.10
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Walgreen Co.
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WAG
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NYSE
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Pharmacies & Drug Stores
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$44.76
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1
For each Reference Stock, the Official Closing Price of such Reference Stock on the Pricing Date.
2
Market capitalization (in billions) as of March 27, 2013. Source: Bloomberg L.P.
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Payment at Maturity:
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For each Note, the Principal Amount plus any Coupon due on the Maturity Date.
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Coupon:
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With respect to each Coupon Payment Date, for each $1,000 Principal
Amount of Notes, the Coupon will be calculated as follows:
On the applicable Coupon Valuation Date,
if the Reference Stock Return for
every
Reference Stock is greater than or equal to zero,
you will receive:
$1,000 x (Performance-Based Coupon Rate + Minimum Coupon Rate)
On the applicable Coupon Valuation Date,
if the Reference Stock Return for
any
Reference Stock is less than zero
, you will receive:
$1,000 x Minimum Coupon Rate
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Reference Stock Return:
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For each Reference Stock, on any Coupon Valuation Date:
Final Price — Initial Price
Initial
Price
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Minimum Coupon Rate:
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The per annum Minimum Coupon Rate, as indicated above
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Performance-Based Coupon Rate:
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The per annum Performance-Based Coupon Rate, as indicated above
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Coupon Valuation Dates
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Coupon Valuation Date*
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Coupon Payment Date**
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and Coupon Payment
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April 10, 2014
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April 15, 2014
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Dates:
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April 10, 2015
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April 15, 2015
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April 12, 2016
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April 15, 2016
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April 11, 2017
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April 17, 2017
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April 11, 2018
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April 16, 2018
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April 10, 2019
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April 15, 2019 (the Maturity Date)
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*
Subject to the adjustment as described under “Additional Note Terms — Valuation Dates” in the accompanying Stock-Linked Underlying Supplement.
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**Expected.
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Initial Price:
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The Official Closing Price (as defined below) of the respective Reference Stock as determined by the calculation agent on the Pricing Date.
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Final Price:
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The Official Closing Price of the respective Reference Stock on the relevant Coupon Valuation Date, adjusted as described under “Additional Note Terms — Antidilution and Reorganization Adjustments” in the accompanying Stock-Linked Underlying Supplement.
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Official Closing Price:
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With respect to each Reference Stock, the Official Closing Price will be the relevant official price of one share of such Reference Stock on its Relevant Exchange as of the close of the regular trading session of such exchange and as reported in the official price determination mechanism for such exchange, as further described under “Additional Note Terms — Official Closing Price” in the accompanying Stock-Linked Underlying Supplement.
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Trade Date:
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April 10, 2013
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Pricing Date:
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April 10, 2013
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Original Issue Date:
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April 15, 2013
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Maturity Date:
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3 scheduled business days after the final Coupon Valuation Date, and expected to be April 15, 2019. The Maturity Date is subject to adjustment as described under “Coupon Payment Dates, Call Payment Dates and Maturity Date” in the accompanying Stock-Linked Underlying Supplement.
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Form of Notes:
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Book-Entry
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Listing:
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The Notes will not be listed on any U.S. securities exchange or quotation system.
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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.
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General
This free writing prospectus relates an
offering of Notes linked to the Reference Stocks identified on page FWP-3. The purchaser of the Notes will acquire a senior unsecured
debt security of HSBC USA Inc. linked to five Reference Stocks. We reserve the right to withdraw, cancel or modify any offering
and to reject orders in whole or in part. Although the Notes relate to the Reference Stocks identified on page FWP-3, you should
not construe that fact as a recommendation as to the merits of acquiring an investment linked to the Reference Stocks or as to
the suitability of an investment in the Notes.
You should read this document together
with the prospectus dated March 22, 2012, the prospectus supplement dated March 22, 2012 and the Stock-Linked Underlying Supplement
dated March 22, 2012. If the terms of the Notes offered hereby are inconsistent with those described in the accompanying prospectus
supplement, prospectus or Stock-Linked 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-6
of this free writing prospectus, beginning on page S-3 of the prospectus supplement and beginning on page S-1 of the Stock-Linked
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 Stock-Linked 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 Stock-Linked 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 Stock-Linked 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 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 at Maturity
On the Maturity Date, for each Note you
hold, we will pay you your Principal Amount plus any Coupon due on the Maturity Date.
Coupons
On each Coupon Payment Date, we will pay
you the relevant Coupon relating to the Notes. The Coupon will vary, will be calculated on the relevant Coupon Valuation Date and
will be equal to the Minimum Coupon Rate or, if applicable, the Performance-Based Coupon Rate (to be determined on the Trade Date)
plus the Minimum Coupon Rate. If, on a Coupon Valuation Date, the Reference Stock Return for
every
Reference Stock is equal
to or greater than zero, the Coupon will be the Performance-Based Coupon Rate plus the Minimum Coupon Rate. If, on a Coupon Valuation
Date, the Reference Stock Return for
any
Reference Stock is less than zero, the Coupon will be the Minimum Coupon Rate.
The Coupon Payment Dates and the Maturity Date are subject to adjustment, as described under “Additional Note Terms —
Coupon Payment Dates, Call Payment Dates and Maturity Date” in the accompanying Stock-Linked Underlying Supplement. For information
regarding the record dates applicable to the Notes, please see the section entitled “Description of Notes — Interest
and Principal Payments — Recipients of Interest Payments” on page S-11 in the accompanying prospectus supplement.
Calculation
Agent
We or one of our affiliates will act as
calculation agent with respect to the Notes.
Investor Suitability
The Notes may be suitable for you
if:
}
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You seek an investment that provides a full repayment of principal, subject to the credit risk
of HSBC, if held to maturity, and an annual Coupon, based on the performance of each Reference Stock, that will be equal to the
Minimum Coupon Rate or, if applicable, the Performance-Based Coupon Rate plus the Minimum Coupon Rate.
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}
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You believe the prices of all of the Reference Stocks will generally increase or remain equal to
their Initial Prices over the term of the Notes.
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}
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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.
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}
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You believe the Coupon on the Coupon Payment Dates will be an amount sufficient to provide you
with a satisfactory return on your investment.
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}
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You are comfortable receiving only the Principal Amount of your Notes at maturity plus the Coupon
that will not be less than the Minimum Coupon Rate or greater than the Performance-Based Coupon Rate plus the Minimum Coupon Rate.
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}
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You are willing to invest in the Notes based on the sum of the Performance-Based Coupon Rate plus
the Minimum Coupon Rate, which will limit your Coupon on any Coupon Payment Date.
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}
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You are willing to forgo dividends or other distributions paid to holders of the Reference Stocks.
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}
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You do not seek an investment for which there is an active secondary market.
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}
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You are willing to hold the Notes to maturity.
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}
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You are comfortable with the creditworthiness of HSBC, as Issuer of the Notes.
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The Notes may not be suitable for
you if:
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You seek an investment where the return is based on the actual performance of the Reference Stocks
and is not limited to the Performance-Based Coupon Rate.
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}
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You believe the prices of one or more of the Reference Stocks will decrease over the term of the
Notes.
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}
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You are unwilling to receive only the Principal Amount of your Notes at maturity plus the Coupon
that will not be less than the Minimum Coupon Rate or greater than the Performance-Based Coupon Rate plus the Minimum Coupon Rate.
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}
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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.
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}
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You prefer to receive the dividends or other distributions paid on any of the Reference Stocks.
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}
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You seek an investment for which there will be an active secondary market.
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}
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You are unable or unwilling to hold the Notes to maturity.
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}
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You are not willing or are unable to assume the credit risk associated with HSBC, as Issuer of
the Notes.
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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 Stock-Linked
Underlying Supplement. Investing in the Notes is not equivalent to investing directly in any of the Reference Stocks. 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 Stock-Linked Underlying Supplement, prospectus supplement and prospectus.
In addition to the risks discussed below,
you should review “Risk Factors” in the accompanying prospectus supplement and Stock-Linked Underlying Supplement,
including the explanation of risks relating to the Notes described in the following sections:
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“— Risks Relating to All Note Issuances” in the prospectus supplement; and
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}
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“— General risks related to Reference Stocks” in the Stock-Linked Underlying
Supplement.
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You will be subject to significant risks
not associated with conventional fixed-rate or floating-rate debt securities.
The amount
of the annual Coupon is uncertain and may be as low as
the Minimum Coupon Rate
.
The amount of the annual Coupon you receive
is not fixed and will depend on the performance of each Reference Stock on the respective Coupon Valuation Dates. If the Reference
Stock Return of
any
Reference Stock is less than zero on a Coupon Valuation Date, you will receive a Coupon equal to the
Minimum Coupon Rate on the applicable Coupon Payment Date. The Minimum Coupon Rate is specified on page FWP-3.
You will not directly participate in
any appreciation in the value of Reference Stocks and your Coupon is limited to the Performance-Based Coupon Rate plus the Minimum
Coupon Rate.
You will not directly participate in any
appreciation in the value of the Reference Stocks. Instead, you will receive annual Coupons based upon the formula described under
the captions “Coupon,” “Minimum Coupon Rate” and “Performance-Based Coupon Rate” on page FWP-3.
The Coupons payable to you will be based upon whether the Reference Stocks appreciate or depreciate. Regardless of the extent to
which the prices of the Reference Stocks appreciate, the Coupon will not exceed the Performance-Based Coupon Rate plus the Minimum
Coupon Rate. The Performance-Based Coupon Rate will be not less than the rate specified on page FWP-3. Therefore, you may earn
significantly less by investing in the Notes than you would have earned by investing directly in the Reference Stocks relevant
to your Notes.
The amount payable on the Notes is not
linked to the price of the Reference Stocks at any time other than on the Coupon Valuation Dates, including the final Coupon Valuation
Date.
The return on the Notes will be based on
the Official Closing Prices of the Reference Stocks on the applicable Coupon Valuation Date, subject to postponement for non-trading
days and certain market disruption events. Even if the value of the Reference Stocks appreciates prior to the applicable Coupon
Valuation Date but then decreases on that day to prices that are at or below the Initial Prices, the Coupon payable will be limited
to the Minimum Coupon Rate, and will be less than it would have been had the Notes been linked to the value of the Reference Stocks
prior to that decrease. Although the actual price of the Reference Stocks on the stated Maturity Date or at other times during
the term of the Notes may be higher than the Official Closing Price of the Reference Stocks on any Coupon Valuation Date, the return
on the Notes will be based solely on the Official Closing Prices of the Reference Stocks on the applicable Coupon Valuation Date,
including the final Coupon Valuation Date.
The Notes are subject to the credit
risk of HSBC USA Inc.
The Notes are senior unsecured debt obligations
of the Issuer, HSBC, and are not, either directly or indirectly, an obligation of any third party. As further described in the
accompanying prospectus supplement and prospectus, the Notes will rank on par with all of the other unsecured and unsubordinated
debt obligations of HSBC, except such obligations as may be preferred by operation of law. Any payment to be made on the Notes,
including any Coupons or return of principal at maturity, depends on the ability of HSBC to satisfy its obligations as they come
due. As a result, the actual and perceived creditworthiness of HSBC may affect the market value of the Notes and, in the event
HSBC were to default on its obligations, you may not receive the amounts owed to you under the terms of the Notes.
Certain built-in costs are likely to
adversely affect the value of the Notes prior to maturity.
While the payment at maturity described
in this free writing prospectus is based on the full Principal Amount of your Notes, the original issue price of the Notes includes
the agent’s commission and the estimated cost of HSBC hedging its obligations under the Notes. As a result, the price, if
any, at which HSBC Securities (USA) Inc. will be willing to purchase Notes from you in secondary market transactions, if at all,
will likely be lower than the original issue price, and any sale prior to the maturity date could result in a substantial loss
to you. The Notes are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your
Notes to maturity.
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.
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.
The Notes are not insured by any governmental
agency of the United States or any other jurisdiction.
The Notes are not deposit liabilities or
other obligations of a bank and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or
program of the United States or any other jurisdiction. An investment in the Notes is subject to the credit risk of HSBC, and in
the event that HSBC is unable to pay its obligations as they become due, you may not receive the full payment at maturity of the
Notes.
Tax treatment.
For a discussion of the U.S. federal income
tax consequences of your investment in the Notes, 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.
Description
of the Reference Stocks
bristol-myers
squibb company (bmy)
Description of Bristol-Myers
Squibb Company
Bristol-Myers
Squibb Company has stated in its filings with the SEC that it is a global biopharmaceutical company that develops, licenses, manufactures,
markets and sells pharmaceutical and nutritional products. Information filed by BMY with the SEC under the Exchange Act can be
located by reference to its SEC file number: 001-01136 or its CIK Code: 0000014272.
Historical Performance of
Bristol-Myers Squibb Company
The
following table sets forth the quarterly high and low intraday prices, as well as end-of-quarter closing prices on the relevant
exchange, of the Reference Stock for each quarter in the period from October 1, 2007 through March 27, 2013. We obtained the data
in these tables from the Bloomberg Professional
®
service, without independent verification by us. All historical
prices are denominated in US dollars and rounded to the nearest penny.
Historical prices of the Reference Stock should not
be taken as an indication of future performance of the Reference Stock.
Quarter
Ending
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Quarter
High
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Quarter
Low
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Quarter
Close
|
|
Quarter
Ending
|
Quarter
High
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Quarter
Low
|
Quarter
Close
|
December
31, 2007
|
$30.23
|
$26.52
|
$26.52
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|
September
30, 2010
|
$28.00
|
$24.23
|
$27.11
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March
31, 2008
|
$27.36
|
$20.11
|
$21.30
|
|
December
31, 2010
|
$27.72
|
$25.10
|
$26.48
|
June
30, 2008
|
$23.49
|
$19.43
|
$20.53
|
|
March
31, 2011
|
$27.96
|
$24.97
|
$26.43
|
September
30, 2008
|
$22.92
|
$19.70
|
$20.85
|
|
June
30, 2011
|
$29.48
|
$26.40
|
$28.96
|
December
31, 2008
|
$23.75
|
$16.00
|
$23.25
|
|
September
30, 2011
|
$31.90
|
$25.69
|
$31.38
|
March
31, 2009
|
$23.98
|
$17.24
|
$21.92
|
|
December
30, 2011
|
$35.44
|
$30.10
|
$35.24
|
June
30, 2009
|
$22.13
|
$18.83
|
$20.31
|
|
March
30, 2012
|
$35.44
|
$31.65
|
$33.75
|
September
30, 2009
|
$23.28
|
$19.19
|
$22.52
|
|
June
29, 2012
|
$35.95
|
$32.29
|
$35.95
|
December
31, 2009
|
$26.50
|
$21.67
|
$25.25
|
|
September
28, 2012
|
$36.34
|
$31.37
|
$33.75
|
March
31, 2010
|
$27.07
|
$23.49
|
$26.70
|
|
December
31, 2012
|
$34.55
|
$30.64
|
$32.59
|
June
30, 2010
|
$27.01
|
$22.25
|
$24.94
|
|
March
27, 2013*
|
$40.83
|
$32.17
|
$40.78
|
*
As of the date of this free writing prospectus available information for the first calendar quarter of 2013 includes data for the
period from January 2, 2013 through March 27, 2013. Accordingly, the “Quarterly High,” “Quarterly Low”
and “Quarterly Close” data indicated are for this shortened period only and do not reflect complete data for first
calendar quarter of 2013.
The
graph below illustrates the daily performance of BMY’s common stock from March 27, 2008 through March 27, 2013 based on information
from the Bloomberg Professional
®
service. The market price of the Reference Stock on March 27, 2013 was $40.78.
Past performance of the Reference Stock is not indicative of the future performance of the Reference Stock.
ConocoPhillips
(cop)
Description of ConocoPhillips
ConocoPhillips
has stated in its filings with the SEC that it explores for, produces, transports and markets crude oil, natural gas, natural gas
liquids, liquefied natural gas and butane on a worldwide basis. Information filed by COP with the SEC under the Exchange Act can
be located by reference to its SEC file number: 001-32395 or its CIK Code: 0001163165.
Historical Performance of
ConocoPhillips
The
following table sets forth the quarterly high and low intraday prices, as well as end-of-quarter closing prices on the relevant
exchange, of the Reference Stock for each quarter in the period from October 1, 2007 through March 27, 2013. We obtained the data
in these tables from the Bloomberg Professional
®
service, without independent verification by us. All historical
prices are denominated in US dollars and rounded to the nearest penny.
Historical prices of the Reference Stock should not
be taken as an indication of future performance of the Reference Stock.
Quarter
Ending
|
Quarter
High
|
Quarter
Low
|
Quarter
Close
|
|
Quarter
Ending
|
Quarter
High
|
Quarter
Low
|
Quarter
Close
|
December
31, 2007
|
$68.53
|
$56.55
|
$67.31
|
|
September
30, 2010
|
$44.23
|
$36.64
|
$43.78
|
March
31, 2008
|
$68.39
|
$51.72
|
$58.10
|
|
December
31, 2010
|
$52.28
|
$43.31
|
$51.91
|
June
30, 2008
|
$73.15
|
$57.59
|
$71.96
|
|
March
31, 2011
|
$62.36
|
$50.70
|
$60.88
|
September
30, 2008
|
$72.15
|
$51.31
|
$55.84
|
|
June
30, 2011
|
$62.31
|
$53.43
|
$57.32
|
December
31, 2008
|
$54.93
|
$31.51
|
$39.49
|
|
September
30, 2011
|
$60.99
|
$46.04
|
$48.27
|
March
31, 2009
|
$43.77
|
$26.02
|
$29.85
|
|
December
30, 2011
|
$56.34
|
$44.71
|
$55.55
|
June
30, 2009
|
$37.13
|
$28.60
|
$32.06
|
|
March
30, 2012
|
$59.67
|
$51.84
|
$57.94
|
September
30, 2009
|
$35.91
|
$29.44
|
$34.43
|
|
June
29, 2012
|
$58.94
|
$50.63
|
$55.88
|
December
31, 2009
|
$41.26
|
$34.23
|
$38.93
|
|
September
28, 2012
|
$58.90
|
$52.84
|
$57.18
|
March
31, 2010
|
$41.01
|
$35.56
|
$39.01
|
|
December
31, 2012
|
$59.64
|
$53.96
|
$57.99
|
June
30, 2010
|
$46.14
|
$36.98
|
$37.42
|
|
March
27, 2013*
|
$62.04
|
$56.78
|
$60.38
|
*
As of the date of this free writing prospectus available information for the first calendar quarter of 2013 includes data for the
period from January 2, 2013 through March 27, 2013. Accordingly, the “Quarterly High,” “Quarterly Low”
and “Quarterly Close” data indicated are for this shortened period only and do not reflect complete data for first
calendar quarter of 2013.
The
graph below illustrates the daily performance of COP’s common stock from March 27, 2008 through March 27, 2013 based on information
from the Bloomberg Professional
®
service. The market price of the Reference Stock on March 27, 2013 was $60.38.
Past performance of the Reference Stock is not indicative of the future performance of the Reference Stock.
intel corporation (intc)
Description of Intel Corporation
Intel
Corporation has stated in its filings with the SEC that it designs, manufactures and sells computer components and related products.
Information filed by INTC with the SEC under the Exchange Act can be located by reference to its SEC file number: 000-06217 or
its CIK Code: 0000050863.
Historical Performance of
Intel Corporation
The
following table sets forth the quarterly high and low intraday prices, as well as end-of-quarter closing prices on the relevant
exchange, of the Reference Stock for each quarter in the period from October 1, 2007 through March 27, 2013. We obtained the data
in these tables from the Bloomberg Professional
®
service, without independent verification by us. All historical
prices are denominated in US dollars and rounded to the nearest penny.
Historical prices of the Reference Stock should not
be taken as an indication of future performance of the Reference Stock.
Quarter
Ending
|
Quarter
High
|
Quarter
Low
|
Quarter
Close
|
|
Quarter
Ending
|
Quarter
High
|
Quarter
Low
|
Quarter
Close
|
December
31, 2007
|
$27.99
|
$24.32
|
$26.66
|
|
September
30, 2010
|
$22.25
|
$17.60
|
$19.23
|
March
31, 2008
|
$26.34
|
$18.05
|
$21.18
|
|
December
31, 2010
|
$22.07
|
$18.78
|
$21.03
|
June
30, 2008
|
$25.29
|
$20.50
|
$21.48
|
|
March
31, 2011
|
$22.20
|
$19.72
|
$20.17
|
September
30, 2008
|
$24.75
|
$17.27
|
$18.73
|
|
June
30, 2011
|
$23.96
|
$19.36
|
$22.16
|
December
31, 2008
|
$18.69
|
$12.07
|
$14.66
|
|
September
30, 2011
|
$23.39
|
$19.16
|
$21.33
|
March
31, 2009
|
$15.83
|
$12.05
|
$15.05
|
|
December
30, 2011
|
$25.78
|
$20.40
|
$24.25
|
June
30, 2009
|
$16.74
|
$14.62
|
$16.55
|
|
March
30, 2012
|
$28.44
|
$24.39
|
$28.11
|
September
30, 2009
|
$20.65
|
$15.78
|
$19.57
|
|
June
29, 2012
|
$29.27
|
$24.84
|
$26.65
|
December
31, 2009
|
$21.26
|
$18.31
|
$20.40
|
|
September
28, 2012
|
$26.90
|
$22.48
|
$22.68
|
March
31, 2010
|
$22.74
|
$18.96
|
$22.26
|
|
December
31, 2012
|
$23.17
|
$19.23
|
$20.63
|
June
30, 2010
|
$24.28
|
$19.40
|
$19.45
|
|
March
27, 2013*
|
$23.06
|
$20.10
|
$21.83
|
*
As of the date of this free writing prospectus available information for the first calendar quarter of 2013 includes data for the
period from January 2, 2013 through March 27, 2013. Accordingly, the “Quarterly High,” “Quarterly Low”
and “Quarterly Close” data indicated are for this shortened period only and do not reflect complete data for first
calendar quarter of 2013.
The
graph below illustrates the daily performance of INTC’s common stock from March 27, 2008 through March 27, 2013 based on
information from the Bloomberg Professional
®
service. The market price of the Reference Stock on March 27, 2013
was $21.83.
Past performance of the Reference Stock is not indicative of the future performance of the Reference Stock.
AT&T
inc. (T)
Description of AT&T
Inc.
AT&T
Inc. has stated in its filings with the SEC that it is a communications holding company that provides local and long-distance phone
service, wireless and data communications, internet access and messaging, IP-based and satellite television, security services,
telecommunications equipment, and directory advertising and publishing. Information filed by T with the SEC under the Exchange
Act can be located by reference to its SEC file number: 001-08610 or its CIK Code:
0000732717
.
Historical Performance of
AT&T Inc.
The
following table sets forth the quarterly high and low intraday prices, as well as end-of-quarter closing prices on the relevant
exchange, of the Reference Stock for each quarter in the period from October 1, 2007 through March 27, 2013. We obtained the data
in these tables 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. All historical prices are denominated in US dollars and rounded to the nearest penny.
Historical
prices of the Reference Stock should not be taken as an indication of future performance of the Reference Stock.
Quarter
Ending
|
Quarter
High
|
Quarter
Low
|
Quarter
Close
|
|
Quarter
Ending
|
Quarter
High
|
Quarter
Low
|
Quarter
Close
|
December
31, 2007
|
$42.79
|
$36.25
|
$41.56
|
|
September
30, 2010
|
$29.15
|
$23.89
|
$28.60
|
March
31, 2008
|
$41.94
|
$32.95
|
$38.30
|
|
December
31, 2010
|
$29.55
|
$27.50
|
$29.38
|
June
30, 2008
|
$40.70
|
$32.64
|
$33.69
|
|
March
31, 2011
|
$30.96
|
$27.20
|
$30.60
|
September
30, 2008
|
$33.58
|
$27.51
|
$27.92
|
|
June
30, 2011
|
$31.93
|
$29.91
|
$31.41
|
December
31, 2008
|
$30.65
|
$20.90
|
$28.50
|
|
September
30, 2011
|
$31.77
|
$27.29
|
$28.52
|
March
31, 2009
|
$29.46
|
$21.62
|
$25.20
|
|
December
30, 2011
|
$30.30
|
$27.41
|
$30.24
|
June
30, 2009
|
$27.09
|
$23.38
|
$24.84
|
|
March
30, 2012
|
$31.97
|
$29.02
|
$31.23
|
September
30, 2009
|
$27.68
|
$23.19
|
$27.01
|
|
June
29, 2012
|
$36.00
|
$29.95
|
$35.66
|
December
31, 2009
|
$28.61
|
$25.00
|
$28.03
|
|
September
28, 2012
|
$38.58
|
$34.24
|
$37.70
|
March
31, 2010
|
$28.67
|
$24.61
|
$25.84
|
|
December
31, 2012
|
$38.43
|
$32.71
|
$33.71
|
June
30, 2010
|
$26.75
|
$23.78
|
$24.19
|
|
March
27, 2013*
|
$36.87
|
$32.76
|
$36.62
|
*
As of the date of this free writing prospectus available information for the first calendar quarter of 2013 includes data for the
period from January 2, 2013 through March 27, 2013. Accordingly, the “Quarterly High,” “Quarterly Low”
and “Quarterly Close” data indicated are for this shortened period only and do not reflect complete data for first
calendar quarter of 2013.
The
graph below illustrates the daily performance of T’s common stock from March 27, 2008 through March 27, 2013 based on information
from the Bloomberg Professional
®
service. The market price of the Reference Stock on March 27, 2013 was $36.62.
Past performance of the Reference Stock is not indicative of the future performance of the Reference Stock.
walgreen
co. (wag)
Description of Walgreen
Co.
Walgreen
Co. has stated in its filings with the SEC that it operates retail drugstores that offer a wide variety of prescription and non-prescription
drugs as well as general goods. Information filed by WAG with the SEC under the Exchange Act can be located by reference to its
SEC file number: 001-00604 or its CIK Code:
0000104207
.
Historical Performance of
Walgreen Co.
The
following table sets forth the quarterly high and low intraday prices, as well as end-of-quarter closing prices on the relevant
exchange, of the Reference Stock for each quarter in the period from October 1, 2007 through March 27, 2013. We obtained the data
in these tables from the Bloomberg Professional
®
service, without independent verification by us. All historical
prices are denominated in US dollars and rounded to the nearest penny.
Historical prices of the Reference Stock should not
be taken as an indication of future performance of the Reference Stock.
Quarter
Ending
|
Quarter
High
|
Quarter
Low
|
Quarter
Close
|
|
Quarter
Ending
|
Quarter
High
|
Quarter
Low
|
Quarter
Close
|
December
31, 2007
|
$47.24
|
$35.80
|
$38.08
|
|
September
30, 2010
|
$34.12
|
$26.27
|
$33.50
|
March
31, 2008
|
$38.89
|
$32.50
|
$38.09
|
|
December
31, 2010
|
$40.20
|
$33.05
|
$38.96
|
June
30, 2008
|
$39.00
|
$32.41
|
$32.51
|
|
March
31, 2011
|
$44.06
|
$38.45
|
$40.14
|
September
30, 2008
|
$37.85
|
$30.26
|
$30.96
|
|
June
30, 2011
|
$45.34
|
$40.31
|
$42.46
|
December
31, 2008
|
$30.96
|
$21.34
|
$24.67
|
|
September
30, 2011
|
$44.26
|
$32.00
|
$32.89
|
March
31, 2009
|
$28.38
|
$21.39
|
$25.96
|
|
December
30, 2011
|
$35.34
|
$30.35
|
$33.06
|
June
30, 2009
|
$32.20
|
$25.61
|
$29.40
|
|
March
30, 2012
|
$35.35
|
$32.32
|
$33.49
|
September
30, 2009
|
$38.44
|
$27.89
|
$37.47
|
|
June
29, 2012
|
$36.04
|
$28.53
|
$29.58
|
December
31, 2009
|
$40.69
|
$35.10
|
$36.72
|
|
September
28, 2012
|
$36.90
|
$29.35
|
$36.44
|
March
31, 2010
|
$37.60
|
$33.00
|
$37.09
|
|
December
31, 2012
|
$37.75
|
$31.88
|
$37.01
|
June
30, 2010
|
$37.95
|
$26.33
|
$26.70
|
|
March
27, 2013*
|
$47.60
|
$36.34
|
$47.24
|
*
As of the date of this free writing prospectus available information for the first calendar quarter of 2013 includes data for the
period from January 2, 2013 through March 27, 2013. Accordingly, the “Quarterly High,” “Quarterly Low”
and “Quarterly Close” data indicated are for this shortened period only and do not reflect complete data for first
calendar quarter of 2013.
The
graph below illustrates the daily performance of WAG’s common stock from March 27, 2008 through March 27, 2013 based on information
from the Bloomberg Professional
®
service. The market price of the Reference Stock on March 27, 2013 was $47.24.
Past performance of the Reference Stock is not indicative of the future performance of the Reference Stock.
Illustrative
ExampleS
The following examples are provided for illustrative purposes
only and are hypothetical.
These examples are representative of only a few possible scenarios concerning increases or decreases
in the prices of the Reference Stocks relative to their Initial Prices and how those increases and decreases affect the Coupons
payable on the Notes.
We cannot predict the Official Closing Prices of the Reference Stocks on the Coupon Valuation Dates.
The assumptions we have made in connection with the illustrations set forth below may not reflect actual events, and you should
not take these examples as an indication or assurance of the expected performance of the Reference Stocks or the return on the
Notes.
The total payment you receive over the term of the Notes 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 examples below illustrate the Coupon Payments on a $1,000
investment in the Notes for a hypothetical range of performance for the Reference Stocks. The following results are based solely
on the assumptions outlined below. The potential returns described here show potential valuations for different Coupon Valuation
Dates during the term of the Notes. You should consider carefully whether the Notes are suitable to your investment goals. The
numbers appearing below have been rounded for ease of analysis.
}
|
Principal Amount:
|
$1,000
|
|
|
|
}
|
Minimum
|
0.50%
|
|
Coupon Rate:
|
|
|
|
|
}
|
Hypothetical
Performance-Based
Coupon Rate:
|
4.50%
(The actual rate will be determined on the Trade Date and fixed for the duration of the Note. Performance-Based The rate set on
Trade Date will not be less than 4.50% and maybe greater subject to market conditions on Coupon Rate: that day)
|
The actual Initial Prices will be determined
on the Pricing Date.
Example 1: The Reference Stock Return for each Reference
Stock is greater than or equal to zero on the Coupon Valuation Date
Reference Stock
|
Hypothetical Reference
Stock Return
|
BMY
|
12.00%
|
COP
|
2.50%
|
INTC
|
5.00%
|
T
|
1.00%
|
WAG
|
2.00%
|
Minimum Coupon Rate =
|
0.50%
|
|
Performance-Based Coupon Rate =
|
4.50%
|
|
Coupon =
|
$50.00
|
|
|
|
|
|
Explanation for Example 1
As illustrated above, the hypothetical Reference Stock Return
for each of the 5 Reference Stocks is greater than or equal to zero. Therefore, even though the hypothetical Reference Stock Return
for one of the Reference Stocks is greater than the Performance-Based Coupon Rate plus the Minimum Coupon Rate, the payment will
be limited to the hypothetical Performance-Based Coupon Rate of 4.50% plus the hypothetical Minimum Coupon Rate of 0.50%. Therefore,
you receive a Coupon of $50.00 on the applicable Coupon Payment Date.
Example 2: The Reference Stock Return for 1 of the 5 Reference
Stocks is less than zero on the Coupon Valuation Date
Reference Stock
|
Hypothetical Reference
Stock Return
|
BMY
|
12.00%
|
COP
|
5.00%
|
INTC
|
5.00%
|
T
|
0.00%
|
WAG
|
-4.00%
|
Minimum Coupon Rate =
|
0.50%
|
|
Performance-Based Coupon Rate =
|
4.50%
|
|
Coupon =
|
$5.00
|
|
|
|
|
|
Explanation for Example 2
As illustrated above, the hypothetical Reference Stock Return
of 4 of the 5 of the Reference Stocks (BMY, COP, INTC and T) is greater than or equal to zero. However, the Reference Stock Return
of 1 of the 5 Reference Stocks (WAG) is less than zero. Because the Reference Stock Return is less than zero for one of the Reference
Stocks, the Coupon will equal the Minimum Coupon Rate. Therefore, you receive a Coupon of $5.00 on the applicable Coupon Payment
Date.
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), 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. In such a case, the business day immediately preceding the date of acceleration
will be used as the Coupon Valuation Date for purposes of determining the Coupon payable on the Notes on the accelerated Maturity
Date. The accelerated Maturity Date will be the third business day following the accelerated final Coupon Valuation Date.
If such Notes have become immediately due and payable following
an event of default, you will not be entitled to any additional payments with respect to such Notes. For more information, see
“Description of Debt Securities — Senior Debt Securities — Events of Default” in the prospectus.
Supplemental Plan
of Distribution (Conflicts of Interest)
We have appointed HSBC Securities (USA) Inc., an affiliate of
HSBC, as the agent for the sales 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 2.50% and referral
fees of up to 1.50% per $1,000 Principal Amount of Notes in connection with the distribution of the Notes to other registered broker-dealers.
In no case will the sum of the underwriting discounts and referral fees exceed 4.00% per $1,000 Principal Amount.
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-49 in the prospectus supplement.
U.S. Federal Income
Tax Considerations
You should carefully consider the matters set forth in “U.S.
Federal Income Tax Considerations” in the accompanying prospectus supplement. The following discussion summarizes the U.S.
federal income tax consequences of the purchase, beneficial ownership, and disposition of the Notes. This summary supplements the
section “U.S. Federal Income Tax Considerations” in the accompanying prospectus supplement and supersedes it to the
extent inconsistent therewith.
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. We intend to treat the Notes as variable rate debt instruments for U.S. federal income tax purposes.
Pursuant to the terms of the Notes, you agree to treat the Notes as variable rate debt instruments for all U.S. federal income
tax purposes and, based on certain factual representations received from us, in the opinion of Morrison & Foerster LLP, our
special U.S. tax counsel, it is reasonable to treat the Notes as variable rate debt instruments. Assuming the Notes are treated
as variable rate debt instruments, Coupons paid on the Notes generally should be taxable to you as ordinary interest income at
the time they accrue or are received in accordance with the your regular method of accounting for U.S. federal income tax purposes.
You should review the discussion set forth in “U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Treatment
of the Notes as Indebtedness for U.S. Federal Income Tax Purposes — Variable Rate Debt Instruments” in the accompanying
prospectus supplement. In general, gain or loss realized on the sale, exchange or other disposition of the Notes will be capital
gain or loss.
We will not attempt to ascertain whether any Reference Stock
Issuer would be treated as a passive foreign investment company (“PFIC”) or a United States real property holding corporation
(“USRPHC”), both as defined for U.S. federal income tax purposes. If a Reference Stock Issuer were so treated, certain
adverse U.S. federal income tax consequences might apply. You should refer to information filed with the SEC by the Reference Stock
Issuers and consult your tax advisor regarding the possible consequences to you if a Reference Stock Issuer is or becomes a PFIC
or a USRPHC.
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 possible. As a result, the timing
and character of income in respect of the Notes might differ from the treatment described above. For example, the Notes may be
treated as “contingent payment debt instruments” for U.S. federal income tax purposes, subject to taxation under the
“noncontingent bond method,” as described in the discussion under “U.S. Federal Income Tax Considerations —
U.S. Federal Income Tax Treatment of the Notes as Indebtedness for U.S. Federal Income Tax Purposes — Contingent Payment
Debt Instruments” in the accompanying prospectus supplement. You should carefully consider the discussion of all potential
tax consequences as set forth in “U.S. Federal Income Tax Considerations” in the accompanying prospectus supplement.
Withholding and reporting requirements under the legislation
enacted on March 18, 2010 (as discussed beginning on page S-48 of the prospectus supplement) will generally apply to payments made
after December 31, 2013. However, this withholding tax will not be imposed on payments pursuant to obligations outstanding on January
1, 2014. Additionally, withholding due to any payment being treated as a “dividend equivalent” (as discussed beginning
on page S-47 of the prospectus supplement) will begin no earlier than January 1, 2014. Holders are urged to consult with their
own tax advisors regarding the possible implications of this recently enacted legislation on their investment in the Notes.
PROSPECTIVE PURCHASERS OF THE 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 THE
NOTES.
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You
should only rely on the information contained in this free writing prospectus, the accompanying Stock-Linked 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 Stock-Linked 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 Stock-Linked Underlying Supplement, prospectus supplement
and prospectus are not an offer to sell these Notes, and these documents are not soliciting an offer to buy these Notes,
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 Stock-Linked Underlying Supplement, prospectus supplement
and prospectus is correct on any date after their respective dates.
HSBC
USA Inc.
$ 6
Year Income Plus Notes with a 0.50% Minimum Annual Coupon
April
1, 2013
FREE
WRITING PROSPECTUS
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TABLE OF CONTENTS
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Free Writing Prospectus
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General
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FWP-5
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Payment at Maturity
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FWP-5
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Investor Suitability
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FWP-6
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Risk Factors
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FWP-6
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Description of the Reference Stocks.
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FWP-8
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Illustrative Examples
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FWP-13
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Events of Default and Acceleration
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FWP-15
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Supplemental Plan of Distribution (Conflicts of Interest)
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FWP-15
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U.S. Federal Income Tax Considerations
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FWP-16
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Stock-Linked Underlying Supplement
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Risk Factors
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S-1
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Additional Note Terms
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S-5
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Information Regarding the Reference Stocks and the Reference Stock Issuers
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S-11
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Prospectus Supplement
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Risk Factors
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S-3
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Risks Relating to Our Business
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S-3
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Risks Relating to All Note Issuances
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S-3
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Pricing Supplement
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S-7
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Description of Notes
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S-8
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Use of Proceeds and Hedging
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S-30
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Certain ERISA Considerations
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S-30
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U.S. Federal Income Tax Considerations
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S-32
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Supplemental Plan of Distribution (Conflicts of Interest)
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S-49
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Prospectus
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About this Prospectus
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1
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Risk Factors
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1
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Where You Can Find More Information
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1
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Special Note Regarding Forward-Looking Statements
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2
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HSBC USA Inc.
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3
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Use of Proceeds
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3
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Description of Debt Securities
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3
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Description of Preferred Stock
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15
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Description of Warrants
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21
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Description of Purchase Contracts
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25
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Description of Units
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28
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Book-Entry Procedures
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30
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Limitations on Issuances in Bearer Form
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35
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U.S. Federal Income Tax Considerations Relating to Debt Securities
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35
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Plan of Distribution (Conflicts of Interest)
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51
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Notice to Canadian Investors
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53
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Notice to EEA Investors
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58
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Certain ERISA Matters
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59
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Legal Opinions
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60
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Experts
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60
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