Calculation
of Registration Fee
Title of Each Class of
Securities Offered
|
|
Maximum Aggregate
Offering Price
|
|
Amount of
Registration Fee
(1)
|
|
Debt Securities
|
|
$274,000
|
|
$37.37
|
(1)
Calculated in accordance with Rule 457(r) of
the Securities Act of 1933, as amended.
Filed
Pursuant to Rule 424(b)(2)
Registration
No. 333-180289
Dated
January 24, 2013
PRICING SUPPLEMENT
(To Prospectus
dated March 22, 2012,
Prospectus
Supplement dated March 22, 2012 and
Equity Index Underlying Supplement dated
March 22, 2012)
HSBC USA Inc.
Averaging Notes
|
|
}
|
$274,000 Averaging Notes Linked to a reference asset consisting of the Hang Seng
®
Index, the Taiwan Stock Exchange
Capitalization Weighted Stock Index, the Korea Composite Stock Price Index 200 and the MSCI Singapore Free Index
SM
|
|
|
}
|
Exposure to any positive return of the reference asset, based on the average closing levels of the reference asset components
on the quarterly observation dates over the term of the Notes
|
|
|
}
|
If the average of the closing levels of the reference asset on the quarterly observation dates is equal to or lower than the
initial level, then the Notes will pay principal at maturity
|
|
|
}
|
All payments on the Notes are subject to the credit risk of HSBC USA Inc.
|
The Averaging Notes (each a “Note”
and collectively the “Notes") will not be listed on any U.S. securities exchange or automated quotation system. The
Notes 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 Notes or passed upon
the accuracy or the adequacy of this document, the accompanying Equity Index Underlying Supplement, prospectus or prospectus 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. In addition, HSBC Securities
(USA) Inc. or another of its affiliates or agents may use this pricing supplement in market-making transactions in any Notes after
their initial sale. Unless we or our agent informs you otherwise in the confirmation of sale, this pricing supplement is being
used in a market-making transaction. See “Supplemental Plan of Distribution (Conflicts of Interest)” on page PS-16
of this pricing supplement.
Investment in the Notes involves certain
risks. You should refer to “Risk Factors” beginning on page PS-6 of this document, page S-3 of the accompanying prospectus
supplement, and page S-1 of the accompanying Equity Index Underlying Supplement.
|
|
Price to Public
|
Underwriting Discount
1
|
Proceeds to Issuer
|
|
Per Note
|
$1,000
|
$37.50
|
$962.50
|
|
Total
|
$274,000.00
|
$10,275.00
|
$263,725.00
|
1
HSBC USA Inc. or one of our
affiliates may pay varying underwriting discounts of up to 3.75% 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. See “Supplemental Plan of Distribution (Conflicts of
Interest)” on page PS-16 of this pricing supplement.
The Notes:
|
Are Not FDIC Insured
|
Are Not Bank Guaranteed
|
May Lose Value
|
|
HSBC USA
Inc.
Averaging
Notes
|
|
Linked to an equally weighted basket
consisting of the Hang Seng
®
Index, the Taiwan Stock Exchange Capitalization Weighted Stock Index, the Korea Composite
Stock Price Index 200 and the MSCI Singapore Free Index
SM
This offering of Notes
has the terms described in this pricing supplement and the accompanying Equity Index Underlying Supplement, prospectus supplement
and prospectus. If the terms of the Notes offered hereby are inconsistent with those described in the accompanying Equity Index
Underlying Supplement, prospectus supplement or prospectus, the terms described in this pricing supplement shall control.
This pricing supplement
relates to an offering of Notes linked to the performance of an equally weighted basket consisting of the Hang Seng
®
Index, the Taiwan Stock Exchange Capitalization Weighted Stock Index, the Korea Composite Stock Price Index 200 and the
MSCI Singapore Free Index
SM
(together, the “Reference Asset”). The purchaser of a Note will acquire a senior
unsecured debt security of HSBC USA Inc. linked to the Reference Asset as described below. The following key terms relate to the
offering of Notes:
|
Issuer:
|
HSBC USA Inc.
|
|
|
|
|
Principal Amount:
|
$1,000 per Note
|
|
|
|
|
Reference Asset:
|
The underlying basket consisting of the following four indices (each a “Reference Asset Component” and together, the “Reference Asset Components”): Hang Seng
®
Index (“HSI”); Taiwan Stock Exchange Capitalization Weighted Stock Index (“TAIEX”); Korea Composite Stock Price Index 200 (“KOSPI2”); and MSCI Singapore Free Index
SM
(“SIMSCI”).
|
|
|
|
|
Trade Date:
|
January 24, 2013
|
|
|
|
|
Pricing Date:
|
January 25, 2013
|
|
|
|
|
Settlement Date:
|
January 30, 2013
|
|
|
|
|
Final Valuation Date:
|
January 25, 2019. The Final Valuation Date is subject to adjustment as described under “Additional Terms of the Notes—Valuation Dates” in the accompanying Equity Index Underlying Supplement.
|
|
|
|
|
Maturity Date:
|
January 30, 2019. The Maturity Date is subject to adjustment as described under “Additional Terms of the Notes—Coupon Payment Dates, Call Payment Dates and Maturity Date” in the accompanying Equity Index Underlying Supplement.
|
|
|
|
|
Observation Dates:
|
The 25
th
calendar day of each January, April, July, and October, commencing April 25, 2013 to and including the Final Valuation Date. There will be a total of 24 Observation Dates over the term of the Notes. If a scheduled Observation Date is not a scheduled trading day, the next scheduled trading day shall be such Observation Date. The Observation Dates are subject to adjustment as described under “Additional Terms of the Notes—Valuation Dates” in the accompanying Equity Index Underlying Supplement.
|
|
|
|
|
Reference Return:
|
The quotient, expressed as a percentage, calculated as follows:
Final Basket Level – Initial Basket Level
Initial Basket Level
|
|
|
|
Payment at Maturity per
Note:
|
If the Reference Return is greater than zero,
you
will receive a cash payment on the Maturity Date, per $1,000 Principal Amount of Notes, equal to:
$1,000 + ($1,000 × Reference Return)
If the Reference Return is less than or equal
to zero
, you will receive a cash payment on the Maturity Date, per $1,000 Principal Amount of Notes, equal to the $1,000
Principal Amount.
|
|
|
|
|
Initial Basket Level:
|
Set to 100 on the Pricing Date
|
|
|
|
|
Final Basket Level:
|
The Basket Closing Level on the Final Valuation Date
|
|
|
|
|
Basket Closing Level:
|
The Basket Closing Level will be calculated as follows:
100 × (1 + (sum of the following products: each
Reference Asset Component Return multiplied by its respective Component Weighting of 1/4))
|
|
|
|
Reference Asset
Component Return:
|
For each of the Reference Asset Components,
the Reference Asset Component Return refers to the return for that Reference Asset Component. The return is expressed as the percentage
change from the Initial Component Level of that Reference Asset Component to its Average Component Level, as follows:
Average Component Level – Initial Component
Level
Initial Component Level
|
|
Initial Component Level:
|
With respect to each Reference Asset Component, its Official Closing Level (as defined below) on the Pricing Date, as determined by the calculation agent.
|
|
Reference Asset Component
|
Initial Component Level
|
|
Hang Seng
®
Index
Taiwan Stock Exchange Capitalization Weighted Stock Index Korea
Composite Stock Price Index 200
MSCI Singapore Free Index
SM
|
23,580.43
7,672.58
256.06
366.14
|
|
Average Component Level:
|
The Average Component Level for each Reference Asset Component is equal to the arithmetic average of its Official Closing Levels on each of the 24 quarterly Observation Dates.
|
|
|
|
|
Official Closing Level:
|
With respect to each Reference Asset Component, the closing level on any scheduled trading day as determined by the calculation agent based upon the closing level of that index displayed on the relevant Bloomberg Professional
®
service page (with respect to the HSI, “HSI <INDEX>”, with respect to the TAIEX, “TWSE <INDEX>”, with respect to the KOSPI2, “KOSPI2 <Index>” and with respect to the SIMSCI, “SIMSCI <INDEX>”, or on any successor page on the Bloomberg Professional
®
service or any successor service, as applicable.
|
|
|
|
|
Form of Notes:
|
Book-Entry
|
|
|
|
|
Listing:
|
The Notes will not be listed on any U.S. securities exchange or quotation system.
|
|
|
|
|
CUSIP/ISIN:
|
40432X5N7/US40432X5N73
|
|
|
GENERAL
This pricing supplement relates to an offering
of Notes linked to the Reference Asset. The purchaser of a Note will acquire a senior unsecured debt security of HSBC USA Inc.
Although the offering of Notes relates to the Reference Asset identified on the cover page, you should not construe that fact as
a recommendation as to the merits of acquiring an investment linked to the Reference Asset or any component security included in
the Reference Asset or as to the suitability of an investment in the Notes.
You should read this document together
with the prospectus dated 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 Notes offered hereby are inconsistent with those described in the accompanying prospectus
supplement, prospectus or Equity Index Underlying Supplement, the terms described in this pricing supplement shall control. You
should carefully consider, among other things, the matters set forth in “Risk Factors” beginning on page PS-6 of this
pricing supplement, page S-3 of the prospectus supplement and page S-1 of the Equity Index Underlying Supplement, as the Notes
involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting
and other advisors before you invest in the Notes. As used herein, references to the “Issuer”, “HSBC”,
“we”, “us” and “our” are to HSBC USA Inc.
HSBC has filed a registration statement
(including a prospectus, prospectus supplement and Equity Index Underlying Supplement) with the SEC for the offering to which this
pricing supplement 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:
Payment
at Maturity
On the Maturity Date, for each Note you
hold, we will pay you the Payment at Maturity, which is an amount in cash, described below:
If the Reference Return is greater than
zero
, you will receive a cash payment on the Maturity Date, per $1,000 Principal Amount of Notes, equal to:
$1,000 + ($1,000 ×
Reference Return)
If the Reference Return is less than
or equal to zero,
you will receive a cash payment on the Maturity Date, per $1,000 Principal Amount of Notes, equal to the
$1,000 Principal Amount.
Interest
The Notes will not pay interest.
Calculation Agent
We or one of our affiliates will act as
calculation agent with respect to the Notes.
Reference Sponsor
With
respect to the HSI, Hang Seng Indexes Company Limited, a wholly-owned subsidiary of Hang Seng Bank, is the reference sponsor. With
respect to the TAIEX, Taiwan Stock Exchange Co., Ltd. is the reference sponsor. With respect to the KOSPI2, Korea Exchange is the
reference sponsor. With respect to the SIMSCI, MSCI, Inc. is the reference sponsor.
INVESTOR
SUITABILITY
|
The Notes may be suitable for you if:
|
|
The Notes may not be suitable for you if:
|
|
|
|
|
|
}
You
seek an investment with returns linked to the potential positive average performance of the Reference Asset and you believe that
the average performance of the Reference Asset will exceed the performance of the Reference Asset as measured solely by the change
from the Pricing Date to the Final Valuation Date.
}
You
are comfortable receiving only the Principal Amount of your Notes at maturity if the Reference Return is below zero.
}
You
are willing to forgo dividends or other distributions paid to holders of the stocks comprising the Reference Asset Components.
}
You
are willing to accept the risk and return profile of the Notes versus a conventional debt security with a comparable maturity issued
by HSBC or another issuer with a similar credit rating.
}
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 Notes to maturity.
}
You
are comfortable with the creditworthiness of HSBC, as Issuer of the Notes.
|
|
}
You
are unwilling to receive only the Principal Amount of your Notes at maturity if the Reference Return is below zero.
}
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 Components.
}
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 Notes to maturity.
}
You
are not willing or are unable to assume the credit risk associated with HSBC, as Issuer of the Notes.
|
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 Notes is not equivalent to investing directly in any of the stocks comprising the
Reference Asset. 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 pricing supplement 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 Notes described in the following sections:
|
|
}
|
“— Risks Relating to All Note Issuances” in the prospectus supplement;
|
|
|
}
|
“— General risks related to Indices” in the Equity Index Underlying Supplement;
|
|
|
}
|
“—The Indices Comprising the Reference Asset May Not Move in Tandem; and Gains in One
Such Equity Index May Be Offset by Declines in Another Equity Index” 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;
|
|
|
}
|
“— The Notes Will Not Be Adjusted for Changes in Exchange Rates” in the Equity
Index Underlying Supplement; and
|
|
|
}
|
“—There are Risks Associated with Emerging Markets” in the Equity Index Underlying
Supplement.
|
You will be subject to
significant risks not associated with conventional fixed-rate or floating-rate debt securities.
Credit risk of HSBC USA Inc.
The Notes
are senior unsecured debt obligations of the Issuer, HSBC, and are not, either directly or indirectly, an obligation of any third
party. As further described in the accompanying prospectus supplement and prospectus, the Notes will rank on par with all of the
other unsecured and unsubordinated debt obligations of HSBC, except such obligations as may be preferred by operation of law. Any
payment to be made on the Notes, including any return of principal at maturity, depends on the ability of HSBC to satisfy its obligations
as they come due. As a result, the actual and perceived creditworthiness of HSBC may affect the market value of the Notes and,
in the event HSBC were to default on its obligations, you may not receive the amounts owed to you under the terms of the Notes.
Because the Average Closing Level
is based on an average of the Official Closing Levels of the
Reference Asset Components
on each
Observation Date throughout the term of the Notes, the Average Closing Level may be less than the Official Closing Level of the
Reference Asset Components on the Final Valuation Date.
Because the Final Basket Level is calculated
by reference to an average of the Official Closing Levels of the Reference Asset Components on various Observation Dates throughout
the term of the Notes, the Final Basket Level, as so calculated, may be less than the Official Closing Level of the Reference Asset
Components on the Final Valuation Date. As a result, the Payment at Maturity you receive may be less than the return you would
receive if the Payment at Maturity was based solely on the Official Closing Levels of one or more of the Reference Asset Components
on the Final Valuation Date. This difference could be particularly large if there is a significant increase in the Official Closing
Level of the Reference Asset Components during the latter portion of the term of the Notes. Additionally, the secondary market
value of the Notes, if such a market exists, will be impacted by the Official Closing Level of the Reference Asset Components on
any previous Observation Dates, in that those levels will impact the amount payable at maturity.
The Notes will not bear interest.
As a holder of the Notes, you will not
receive interest payments.
The Reference Asset may be volatile.
While the Reference Asset has been designed
in part to mitigate the effects of volatility by linking to equity securities in four different international markets, there is
no assurance that it will be successful in doing so. It is also possible that the features of the Reference Asset designed to address
the effects of volatility will instead adversely affect the return of the Reference Asset and, consequently, the return on your
Notes.
Changes that affect the Reference
Asset will affect the market value of the Notes and the amount you will receive at maturity.
The policies of the reference sponsors
concerning additions, deletions and substitutions of the constituents comprising the Reference Asset Components and the manner
in which the reference sponsors take account of certain changes affecting those constituents may affect the levels of the Reference
Asset Components. The policies of the reference sponsors with respect to the calculation of the Reference Asset Components could
also affect the level of the Reference Asset Components. The reference sponsors may discontinue or suspend calculation or dissemination
of the Reference Asset Components. Any such actions could affect the value of and return on the Notes.
The Notes are not insured or guaranteed
by any governmental agency of the United States or any other jurisdiction.
The Notes are not deposit liabilities or
other obligations of a bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental
agency or program of the United States or any other jurisdiction. An investment in the Notes is subject to the credit risk of HSBC,
and in the event that HSBC is unable to pay its obligations as they become due, you may not receive the 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 pricing supplement 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.
Risks Associated with foreign securities
markets.
Because stocks or companies included in
the Reference Asset Components are publicly traded in the applicable foreign countries and are denominated in currencies other
than U.S. dollars, investments in the Notes involve particular risks. For example, the foreign securities markets may be more volatile
than the United States securities markets, and market developments may affect these markets differently from the United States
or other securities markets. Direct or indirect government intervention to stabilize the securities markets outside the United
States, as well as cross-shareholdings in certain companies, may affect trading prices and trading volumes in those markets. Also,
the public availability of information concerning foreign issuers may vary depending on their home jurisdiction and the reporting
requirements imposed by their respective regulators. In addition, the foreign issuers may be subject to accounting, auditing and
financial reporting standards and requirements that differ from those applicable to United States reporting companies.
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. Securities prices outside the United States are subject to political, economic, financial and social factors that apply
in foreign countries. These factors, which could negatively affect foreign securities markets, include the possibility of changes
in a foreign government’s economic and fiscal policies, the possible imposition of, or changes in, currency exchange laws
or other laws or restrictions applicable to foreign companies or investments in foreign equity securities and the possibility of
fluctuations in the rate of exchange between currencies. Moreover, foreign economies may differ favorably or unfavorably from the
United States economy in important respects such as growth of gross national product, rate of inflation, capital reinvestment,
resources and self-sufficiency.
Lack of
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.
Tax treatment.
For a discussion of the U.S. federal income
tax consequences of your investment in a Note, please see the discussion under “U.S. Federal Income Tax Considerations”
below 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 Average Closing
Level of the Reference Asset Components. The assumptions we have made in connection with the illustrations set forth below may
not reflect actual events. You should not take these examples as an indication or assurance of the expected performance of the
Reference Asset.
With respect to the Notes, the Payment at Maturity 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
and examples below have been rounded for ease of analysis.
The table below illustrates the Payment
at Maturity on a $1,000 investment in Notes for a hypothetical range of Reference Returns from -100% to +100%. The following results
are based solely on the assumptions outlined below. The “Hypothetical Total Return” below is the number, expressed
as a percentage, that results from comparing the Payment at Maturity per $1,000 principal amount of Notes to $1,000. The potential
returns described here assume that your Notes are held to maturity. You should consider carefully whether the Notes are suitable
to your investment goals. You should not take the below illustration as an indication or assurance of the expected performance
of the Reference Asset or return of the Notes.
The following table and examples assume the following:
|
}
|
Principal Amount:
|
$1,000
|
|
|
|
|
|
}
|
Initial Basket Level:
|
100
|
Hypothetical Final
Basket Level
|
Hypothetical
Reference Return
|
Hypothetical
Total Return
|
|
200
|
100.00%
|
100.00%
|
|
190
|
90.00%
|
90.00%
|
|
180
|
80.00%
|
80.00%
|
|
170
|
70.00%
|
70.00%
|
|
160
|
60.00%
|
60.00%
|
|
150
|
50.00%
|
50.00%
|
|
140
|
40.00%
|
40.00%
|
|
130
|
30.00%
|
30.00%
|
|
120
|
20.00%
|
20.00%
|
|
115
|
15.00%
|
15.00%
|
|
110
|
10.00%
|
10.00%
|
|
105
|
5.00%
|
5.00%
|
|
102
|
2.00%
|
2.00%
|
|
101
|
1.00%
|
1.00%
|
|
100
|
0.00%
|
0.00%
|
|
99
|
-1.00%
|
0.00%
|
|
98
|
-2.00%
|
0.00%
|
|
95
|
-5.00%
|
0.00%
|
|
90
|
-10.00%
|
0.00%
|
|
85
|
-15.00%
|
0.00%
|
|
80
|
-20.00%
|
0.00%
|
|
70
|
-30.00%
|
0.00%
|
|
60
|
-40.00%
|
0.00%
|
|
50
|
-50.00%
|
0.00%
|
|
40
|
-60.00%
|
0.00%
|
|
30
|
-70.00%
|
0.00%
|
|
20
|
-80.00%
|
0.00%
|
|
10
|
-90.00%
|
0.00%
|
|
0
|
-100.00%
|
0.00%
|
The following examples indicate how the
Payment at Maturity would be calculated with respect to a hypothetical $1,000 investment in the Notes.
Example 1: The Reference Asset increases over the term of the Notes.
|
OBSERVATION DATES
|
HSI OFFICIAL
CLOSING LEVELS
|
TAIEX OFFICIAL
CLOSING LEVELS
|
KOSPI2 OFFICIAL
CLOSING LEVELS
|
SIMSCI OFFICIAL
CLOSING LEVELS
|
|
INITIAL
Component
LEVEL:
|
23,580.43
|
7,672.58
|
256.06
|
366.14
|
|
Quarter 1
|
23,600.43
|
7,692.58
|
261.06
|
371.14
|
|
Quarter 2
|
23,620.43
|
7,712.58
|
266.06
|
376.14
|
|
Quarter 3
|
23,640.43
|
7,732.58
|
271.06
|
381.14
|
|
Quarter 4
|
23,660.43
|
7,752.58
|
276.06
|
386.14
|
|
Quarter 5
|
23,680.43
|
7,772.58
|
281.06
|
391.14
|
|
Quarter 6
|
23,700.43
|
7,792.58
|
286.06
|
396.14
|
|
Quarter 7
|
23,720.43
|
7,812.58
|
291.06
|
401.14
|
|
Quarter 8
|
23,740.43
|
7,832.58
|
296.06
|
406.14
|
|
Quarter 9
|
23,760.43
|
7,852.58
|
301.06
|
411.14
|
|
Quarter 10
|
23,780.43
|
7,872.58
|
306.06
|
416.14
|
|
Quarter 11
|
23,800.43
|
7,892.58
|
311.06
|
421.14
|
|
Quarter 12
|
23,820.43
|
7,912.58
|
316.06
|
426.14
|
|
Quarter 13
|
23,840.43
|
7,932.58
|
321.06
|
431.14
|
|
Quarter 14
|
23,860.43
|
7,952.58
|
326.06
|
436.14
|
|
Quarter 15
|
23,880.43
|
7,972.58
|
331.06
|
441.14
|
|
Quarter 16
|
23,900.43
|
7,992.58
|
336.06
|
446.14
|
|
Quarter 17
|
23,920.43
|
8,012.58
|
341.06
|
451.14
|
|
Quarter 18
|
23,940.43
|
8,032.58
|
346.06
|
456.14
|
|
Quarter 19
|
23,960.43
|
8,052.58
|
351.06
|
461.14
|
|
Quarter 20
|
23,980.43
|
8,072.58
|
356.06
|
466.14
|
|
Quarter 21
|
24,000.43
|
8,092.58
|
361.06
|
471.14
|
|
Quarter 22
|
24,020.43
|
8,112.58
|
366.06
|
476.14
|
|
Quarter 23
|
24,040.43
|
8,132.58
|
371.06
|
481.14
|
|
Quarter 24 (Final Valuation Date)
|
24,060.43
|
8,152.58
|
376.06
|
486.14
|
|
Average Component Level:
|
23,830.43
|
7,922.58
|
318.56
|
428.64
|
|
Reference Asset Component Return:
|
1.06%
|
3.26%
|
24.41%
|
17.07%
|
|
Reference Return:
|
11.45%
|
|
Total Return:
|
11.45%
|
In this example, the total return you would receive is 11.45%.
If the Reference Return is greater than
zero, the Payment at Maturity per $1,000 Principal Amount of Notes will equal $1,000 + ($1,000 x Reference Return). Accordingly,
the Payment at Maturity in this example would equal $1,000 plus $1,000 times 11.45%, or $1,114.50.
Example 1 shows that where the Reference
Return is greater than zero, the investor will be paid a return based on the Reference Return.
In addition, Example 1 shows that the Average
Component Levels may be less than the Official Closing Levels on the Final Valuation Date. In that case the Payment at Maturity
does not reflect the full performance of the Reference Asset during the term of the Notes (i.e., does not reflect the full performance
measured as the difference between the Initial Component Levels and the Official Closing Levels on the Final Valuation Date).
Example 2: The Reference Asset declines over the term of the Notes.
|
OBSERVATION DATES
|
HSI OFFICIAL
CLOSING LEVELS
|
TAIEX OFFICIAL
CLOSING LEVELS
|
KOSPI2 OFFICIAL
CLOSING LEVELS
|
SIMSCI OFFICIAL
CLOSING LEVELS
|
|
INITIAL
Component
LEVEL:
|
23,580.43
|
7,672.58
|
256.06
|
366.14
|
|
Quarter 1
|
23,560.43
|
7,652.58
|
251.06
|
361.14
|
|
Quarter 2
|
23,540.43
|
7,632.58
|
246.06
|
356.14
|
|
Quarter 3
|
23,520.43
|
7,612.58
|
241.06
|
351.14
|
|
Quarter 4
|
23,500.43
|
7,592.58
|
236.06
|
346.14
|
|
Quarter 5
|
23,480.43
|
7,572.58
|
231.06
|
341.14
|
|
Quarter 6
|
23,460.43
|
7,552.58
|
226.06
|
336.14
|
|
Quarter 7
|
23,440.43
|
7,532.58
|
221.06
|
331.14
|
|
Quarter 8
|
23,420.43
|
7,512.58
|
216.06
|
326.14
|
|
Quarter 9
|
23,400.43
|
7,492.58
|
211.06
|
321.14
|
|
Quarter 10
|
23,380.43
|
7,472.58
|
206.06
|
316.14
|
|
Quarter 11
|
23,360.43
|
7,452.58
|
201.06
|
311.14
|
|
Quarter 12
|
23,340.43
|
7,432.58
|
196.06
|
306.14
|
|
Quarter 13
|
23,320.43
|
7,412.58
|
191.06
|
301.14
|
|
Quarter 14
|
23,300.43
|
7,392.58
|
186.06
|
296.14
|
|
Quarter 15
|
23,280.43
|
7,372.58
|
181.06
|
291.14
|
|
Quarter 16
|
23,260.43
|
7,352.58
|
176.06
|
286.14
|
|
Quarter 17
|
23,240.43
|
7,332.58
|
171.06
|
281.14
|
|
Quarter 18
|
23,220.43
|
7,312.58
|
166.06
|
276.14
|
|
Quarter 19
|
23,200.43
|
7,292.58
|
161.06
|
271.14
|
|
Quarter 20
|
23,180.43
|
7,272.58
|
156.06
|
266.14
|
|
Quarter 21
|
23,160.43
|
7,252.58
|
151.06
|
261.14
|
|
Quarter 22
|
23,140.43
|
7,232.58
|
146.06
|
256.14
|
|
Quarter 23
|
23,120.43
|
7,212.58
|
141.06
|
251.14
|
|
Quarter 24 (Final Valuation Date)
|
23,100.43
|
7,192.58
|
136.06
|
246.14
|
|
Average Component Level:
|
23,330.43
|
7,422.58
|
193.56
|
303.64
|
|
Reference Asset Component Return:
|
-1.06%
|
-3.26%
|
-24.41%
|
-17.07%
|
|
Reference Return:
|
-11.45%
|
|
Total Return:
|
-11.45%
|
In this example, the total
return you would receive is 0.00%.
If the Reference Return is less than or
equal to zero, the Payment at Maturity per $1,000 Principal Amount of Notes will be equal to the $1,000 Principal Amount.
|
Information relating to the reference asset Components
|
|
Hang Seng
®
Index
Description of the HSI
The HSI is a free float-adjusted market
capitalization weighted stock market index in the Stock Exchange of Hong Kong Limited (the “SEHK”). The HSI is an indicator
of the performance of the Hong Kong stock market. Only companies with a primary listing on the main board of the SEHK are eligible
as constituents of the HSI.
For more information
about the HSI, see “The Hang Seng
®
Index” beginning on page S-30 of the accompanying Equity Index Underlying
Supplement.
|
|
Historical Performance of the HSI
The following graph sets forth the historical
performance of the HSI based on the daily historical closing levels from January 25, 2008 through January 25, 2013. The closing
level for the HSI on January 25, 2013 was 23,580.43. 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 HSI should not be taken as an indication of future performance, and no assurance
can be given as to the Official Closing Level of the HSI on any of the quarterly Observation Dates.
Taiwan Stock Exchange Capitalization
Weighted Stock Index
General
HSBC has derived all information
relating to the TAIEX, including, without limitation, its make-up, performance, method of calculation and changes in its components,
from publicly available sources. That information reflects the policies of and is subject to change by Taiwan Stock Exchange Co.,
Ltd. ("TWSE").
The TAIEX is a capitalization-weighted
index compiled by TWSE. The TAIEX covers all of the listed stocks excluding preferred stocks, full-delivery stocks and newly listed
stocks, which are listed for less than one calendar month on the Taiwan Stock Exchange. As of January 25, 2013, the index included
778 components. The base year value as of 1966 was set at 100.
Computation of the TAIEX
The constituents of the TAIEX
compiled by TWSE are taken from all common stocks listed for trading on the Taiwan Stock Exchange, set forth below:
(1) Stocks of newly listed
companies are included in the sample from the first trading day of the next month following one full calendar month from listing;
provided that, stocks of listed companies converted into financial holding companies or investment holding companies, and listed
companies transferred from the OTC market are included in the sample from the day of listing.
(2) Stocks suspended from
trading are included in the sample from the first trading day of the next month following one full calendar month from reinstatement
of normal trading; provided that, stocks suspended from trading because of issuance of replacement shares due to capital reduction
resulted from a corporate split are included in the sample from the day of resuming trading of the new shares.
(3) Stocks changed to full-delivery
trading are excluded from the sample, and will be included again on the date restoring regular trading status.
The TAIEX weighted index compiled
by TWSE is calculated by the following formula:
Index =
Aggregate market value / Base value of the current day × 100
The aggregate market value is
the summation of the market values obtained by multiplying the traded price of each constituent by the issued shares of the current
day. If there is no traded price on the current day, the opening auction reference price of the current day may be used for calculation.
However, stock of newly listed companies included in calculation of the index may be accounted for on the basis of the listed shares
of the current date.
The base value at the time of
commencement of calculation of the index base period is the current aggregate market value at that time.
Adjustments of the TAIEX
Upon occurrence of any of the
below-listed events, the base value of the TAIEX computed by TWSE shall be adjusted to maintain the continuity of the TAIEX:
|
|
(1)
|
Addition or deletion of a constituent - effective date;
|
|
|
(2)
|
Subscription of common shares for cash capital increase - ex-right date;
|
|
|
(3)
|
Distribution of common shares as bonus to employees or certificates of entitlement
to new shares - listing date;
|
|
|
(4)
|
Distribution of common shares as stock dividends on preferred stock - ex-right
date;
|
|
|
(5)
|
Holding by a listed company of treasury stock for which capital cancellation
has not been carried out - ex-right date;
|
|
|
(6)
|
Share cancellation based on the law - ex-right date or the third trading
day of the next month following public announcement on capital decrease, whichever comes first;
|
|
|
(7)
|
Failed offering for cash capital increase - at reversion to the original
number of issued shares on the third trading day of the next month following receipt of notification;
|
|
|
(8)
|
Listing of certificates of entitlement to shares or new shares following
company merger or consolidation - listing date;
|
|
|
(9)
|
Listing of common shares issued in replacement of certificates of entitlement
to convertible bonds - listing date;
|
|
|
(10)
|
Common shares converted directly from convertible bonds or issued through
exercise of securities with subscription right - ex-right date or the third trading day of the next month following the public
announcement of capitalization amendment registration;
|
|
|
(11)
|
Cash capital increase shares or certificates of payment for which shareholders
have waived subscription rights and public underwriting has been adopted - listing date;
|
|
|
(12)
|
New shares issued for global depositary receipts - listing date;
|
|
|
(13)
|
Common shares converted from convertible preferred shares - listing date;
and
|
|
|
(14)
|
Other non-trading factors affecting aggregate market value.
|
The formula
for adjustment of the base value is as follows:
Base value of the current
day = Base value of the previous day × (Adjusted aggregate market value after the close of the previous day / the closing
aggregate market value of the previous day)
Adjusted aggregate market
value after the close of the previous day = the closing aggregate market value of the previous day + the sum of various adjustments
in market value.
Adjustments in market value
are calculated as follows:
(1)
above: Adjustment in market value = closing price of the previous day × shares issued
(2) above: Adjustment in
market value = cash capital increase subscription price × number of cash capital increase shares
(3) above: Adjustment in
market value = (closing price of the common shares before the listing date of distribution of common shares as bonus to employees
or certificates of entitlement to new shares) × number of shares resulting from bonus to employees
(4) above: Adjustment in
market value = ex-right reference price of the common shares × total number of common shares issued as stock dividends on
preferred shares
|
|
·
|
Ex-right reference
price of the common shares = (closing price before the ex-right date + cash capital increase subscription price × cash capital
increase share distribution rate) / (1 + shareholder stock dividend rate + cash capital increase share distribution rate)
|
|
|
·
|
Shareholder stock
dividend rate = number of capital increase shares distributed as dividends to shareholders / number of issued shares before the
ex-right date
|
|
|
·
|
Cash capital increase
share distribution rate = number of shares issued for the cash capital increase / number of issued shares before the ex-right date
|
(5) above: Adjustment in
market value = aggregate market value after the ex-right date - aggregate market value before the ex-right date
|
|
·
|
Market value before
the ex-right date = (closing price before the ex-right date - cash dividends per share) × number of issued shares before
the ex-right date
|
|
|
·
|
Market value after
the ex-right date = (closing price before the ex-right date - cash dividends per share) / (1 + shareholder stock dividend rate)
× number of issued shares after the ex-right date
|
(6), (7), (8), (9), (10),
(11), (12), (13) and (14) above: Adjustment in market value = closing price of the previous day × change in the number of
shares
|
|
·
|
The opening auction
reference price of the current day may be used for the calculation of the various adjustments in market value according to Article
4 after the close of the previous day, if the closing price is not available
|
License Agreement with TWSE
The Notes are not in any way
sponsored, endorsed, sold or promoted by Taiwan Stock Exchange Corporation (“TWSE”) and TWSE does not make any warranty
or representation whatsoever, expressly or impliedly, either as to the results to be obtained from the use of the Taiwan Stock
Exchange Capitalization Weighted Stock Index (“the Index”) and/or the figure at which the said Index stands at any
particular time on any particular day or otherwise. The Index is compiled and calculated by TWSE. However, TWSE shall not be liable
(whether in negligence or otherwise) to any person for any error in the Index and TWSE shall not be under any obligation to advise
any person of any error therein.
Historical Performance of
the TAIEX
The following graph sets forth the historical
performance of the TAIEX based on the daily historical closing levels from January 25, 2008 through January 25, 2013. The closing
level for the TAIEX on January 25, 2013 was 7,672.58. 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 TAIEX should not be taken as an indication of future performance, and no assurance can be given as to the Official Closing
Level of the TAIEX any of the quarterly Observation Dates.
|
Korea Composite Stock Price Index 200
Description of the KOSPI2
The KOSPI2 is a capitalization-weighted
index of 200 Korean blue-chip stocks which make up a large majority of the total market value of the Korea Exchange. The constituent
stocks are selected on the basis of the market value of the individual stocks, liquidity and representativeness of the respective
market and industry groups.
For more information about the KOSPI2,
see “The Korea Stock Price Index 200” on page S-33 of the accompanying Equity Index Underlying Supplement.
|
|
Historical Performance of the KOSPI2
The following graph sets forth the historical
performance of the KOSPI2 based on the daily historical closing levels from January 25, 2008 through January 25, 2013. The closing
level for the KOSPI2 on January 25, 2013 was 256.06. 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 KOSPI2 should not be taken as an indication of future performance, and no
assurance can be given as to the Official Closing Level of the KOSPI2 any of the quarterly Observation Dates.
|
The MSCI Singapore Free Index
SM
Description of the SIMSCI
The SIMSCI tracks the
performance of the Singaporean equities market. The SIMSCI is a free-float adjusted capitalization weighted index and aims to capture
85% of the publically available market capitalization. Companies are subject to a global minimum size requirement. The SIMSCI is
based on the Global Investable Market Indices methodology.
For more
information about the SIMSCI, see “MSCI Indices” beginning on page S-36 of the accompanying Equity Index Underlying
Supplement.
|
|
Historical Performance of the SIMSCI
The following graph sets forth the historical
performance of the SIMSCI based on the daily historical closing levels from January 25, 2008 through January 25, 2013. The closing
level for the SIMSCI on January 25, 2013 was 366.14. 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 SIMSCI should not be taken as an indication of future performance, and no
assurance can be given as to the Official Closing Level of the SIMSCI any of the quarterly Observation Dates.
events
of default and acceleration
If
the Notes have become immediately due and payable following an event of default (as defined in the accompanying prospectus) with
respect to the Notes, you will not be entitled to any additional payments, other than your Principal Amount, with respect to the
Notes. The accelerated Maturity Date will be the third business day following the date of acceleration, and on such accelerated
Maturity Date, you will be entitled to receive $1,000 per $1,000 Principal Amount of Notes you hold.
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 sale of the Notes. Pursuant to the terms of a distribution agreement, HSBC Securities
(USA) Inc. will purchase the Notes from HSBC at the price to public less the underwriting discount set forth on the cover page
of this pricing supplement, for distribution to other registered broker-dealers, or will offer the Notes directly to investors.
HSBC Securities (USA) Inc. will offer the Notes at the price to public set forth on the cover page of this pricing supplement.
HSBC USA Inc. or one of our affiliates may pay varying underwriting discounts of up to 3.75% 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 this pricing supplement in market-making transactions after the initial sale of
the Notes, but is under no obligation to do so 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 contingent
payment debt instruments for U.S. federal income tax purposes. Pursuant to the terms of the Notes, you agree to
treat
the Notes as contingent payment debt instruments for all U.S. federal income tax purposes and, in the opinion of Morrison &
Foerster
LLP
, special U.S. tax counsel to us, it is reasonable to treat the Notes
as contingent payment debt instruments. Assuming the Notes are treated as contingent payment debt instruments, a U.S.
holder will be required to include original issue discount (“OID”) in gross income each year, even though no payments
will be made on the Notes until maturity.
Based on the factors
described in the section, “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”, we have determined that the
comparable yield of the Notes, solely for U.S. federal income tax purposes, will be 2.15% per annum (compounded annually). Further,
based upon the method described in the section, “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” and based upon
the comparable yield, we have determined that the projected payment schedule for Notes that have a Principal Amount of $1,000 and
an issue price of $1,000 consists of a single payment of $1,135.84 at maturity.
Based upon the comparable
yield, a U.S. holder that pays taxes on a calendar year basis, buys a Note for $1,000, and holds the Note until maturity will be
required to pay taxes on the following amounts of ordinary income in respect of the Notes in each year:
|
Year
|
OID
|
|
2013
|
$19.69
|
|
2014
|
$21.87
|
|
2015
|
$22.34
|
|
2016
|
$22.82
|
|
2017
|
$23.31
|
|
2018
|
$23.81
|
|
2019
|
$2.00
|
However, the ordinary
income reported in the taxable year the Notes mature will be adjusted to reflect the actual payment received at maturity. U.S.
holders may also obtain the comparable yield and projected payment schedule as determined by us by submitting a written request
to: Structured Equity Derivatives—Structuring HSBC Bank USA, National Association, 452 Fifth Avenue, 3rd Floor,
New York, NY 10018. A U.S. holder is generally bound by the comparable yield and the projected payment schedule established
by us for the Notes. However, if a U.S. holder believes that the projected payment schedule is unreasonable, a U.S.
holder must determine its own projected payment schedule and explicitly disclose the use of such schedule and the reason the holder
believes the projected payment schedule is unreasonable on its timely filed U.S. federal income tax return for the taxable year
in which it acquires the Notes.
The comparable yield
and projected payment schedule are not provided for any purpose other than the determination of a U.S. holder’s interest
accruals for U.S. federal income tax purposes and do not constitute a projection or representation by us regarding the actual yield
on a Note. We do not make any representation as to what such actual yield will be.
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. 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.
We will not attempt to ascertain whether
any of the entities whose stock is included in, or owned by, the relevant Reference Asset Component, 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
relevant Reference Asset Component, 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 relevant Reference Asset Component, 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 relevant Reference Asset Component, as the case
may be, is or becomes a PFIC or a USRPHC.
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. 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 NOTES SHOULD CONSULT THEIR TAX ADVISORS AS TO THE FEDERAL, STATE, LOCAL, AND OTHER TAX CONSEQUENCES TO THEM OF THE PURCHASE,
OWNERSHIP AND DISPOSITION OF NOTES.
VALIDITY OF THE NOTES
In the opinion of Morrison
& Foerster LLP, as counsel to the Issuer, when the Notes offered by this pricing supplement have been executed and delivered
by the Issuer and authenticated by the trustee pursuant to the Senior Indenture referred to in the prospectus supplement dated
March 22, 2012, and issued and paid for as contemplated herein, such Notes will be valid, binding and enforceable obligations of
the Issuer, entitled to the benefits of the Senior Indenture, subject to applicable bankruptcy, insolvency and similar laws affecting
creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without
limitation, concepts of good faith, fair dealing and the lack of bad faith). This opinion is given as of the date hereof and is
limited to the laws of the State of New York, the Maryland General Corporation Law (including the statutory provisions, all applicable
provisions of the Maryland Constitution and the reported judicial decisions interpreting the foregoing) and the federal laws of
the United States of America. This opinion is subject to customary assumptions about the trustee’s authorization, execution
and delivery of the Senior Indenture and the genuineness of signatures and to such counsel’s reliance on the Issuer and other
sources as to certain factual matters, all as stated in the legal opinion dated July 27, 2012, which has been filed as Exhibit 5.1
to the Issuer’s Current Report on Form 8-K dated July 27, 2012.
|
TABLE OF CONTENTS
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|
You
should only rely on the information contained in this pricing supplement, 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 pricing supplement, 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 pricing supplement,
the accompanying Equity Index 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 pricing supplement, the accompanying Equity Index
Underlying Supplement, prospectus supplement and prospectus is correct on any date after their respective dates.
HSBC USA Inc.
$274,000
Averaging Notes
January
24, 2013
PRICING
SUPPLEMENT
|
|
Pricing Supplement
|
|
|
|
General
|
PS-4
|
|
|
Payment at Maturity
|
PS-4
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Investor Suitability
|
PS-5
|
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|
Risk Factors
|
PS-6
|
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Illustrative Examples
|
PS-8
|
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Information Relating to the Reference Asset
|
PS-11
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Events of Default and Acceleration
|
PS-16
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Supplemental Plan of Distribution (Conflicts of Interest)
|
PS-16
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U.S. Federal Income Tax Considerations
|
PS-17
|
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Validity of the Notes
|
PS-18
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Equity Index Underlying Supplement
|
|
|
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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
|
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|
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
|
|
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Special Note Regarding Forward-Looking Statements
|
2
|
|
|
HSBC USA Inc.
|
3
|
|
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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
|
|
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Limitations on Issuances in Bearer Form
|
35
|
|
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U.S. Federal Income Tax Considerations Relating to Debt Securities
|
35
|
|
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Plan of Distribution (Conflicts of Interest)
|
51
|
|
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Notice to Canadian Investors
|
53
|
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Notice to EEA Investors
|
58
|
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Certain ERISA Matters
|
59
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Legal Opinions
|
60
|
|
|
Experts
|
60
|
|
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