The Buffered Uncapped Market
Participation Securities (each a “security” and collectively the “securities") offered hereunder will not
be listed on any U.S. securities exchange or automated quotation system. The securities will not bear interest.
Neither the U.S. Securities
and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the securities
or passed upon the accuracy or the adequacy of this document, the accompanying prospectus, prospectus supplement or Equity Index
Underlying Supplement. Any representation to the contrary is a criminal offense. We have appointed HSBC Securities (USA) Inc.,
an affiliate of ours, as the agent for the sale of the securities. HSBC Securities (USA) Inc. will purchase the securities from
us for distribution to other registered broker-dealers or will offer the securities directly to investors. In addition, HSBC Securities
(USA) Inc. or another of its affiliates or agents may use the pricing supplement to which this free writing prospectus relates
in market-making transactions in any securities after their initial sale. Unless we or our agent informs you otherwise in the confirmation
of sale, the pricing supplement to which this free writing prospectus relates is being used in a market-making transaction. See
“Supplemental Plan of Distribution (Conflicts of Interest)” on page FWP-14 of this free writing prospectus.
HSBC USA Inc.
Buffered
Uncapped Market Participation Securities
Linked
to the S&P 500
®
Low Volatility Index
Indicative Terms*
Principal Amount
|
$1,000 per security
|
Reference Asset
|
The S&P 500
®
Low Volatility Index (Ticker: SP5LVI)
|
Upside
Participation Rate
|
100% (1.0x) exposure to any positive Reference Return
|
Buffer Level
|
-15%
|
Payment at
Maturity
per Security
|
If the Reference Return is greater than zero:
$1,000 + ($1,000 × Reference Return ×
Upside Participation Rate).
If the Reference Return is less than or equal
to zero but greater than or equal to the Buffer Level:
$1,000 (zero return).
If the Reference Return is less than the Buffer
Level:
$1,000 + ($1,000 × (Reference Return + 15%)).
For example, if the Reference Return is -30%, you will suffer
a 15% loss and receive 85% of the Principal Amount, subject to the credit risk of HSBC. If the Reference Return is less than the
Buffer Level, you will lose up to 85% of your investment.
|
Reference Return
|
Final Level – Initial Level
Initial Level
|
Initial Level
|
See page FWP-4
|
Final Level
|
See page FWP-4
|
Pricing Date
|
April 23, 2013
|
Trade Date
|
April 23, 2013
|
Settlement Date
|
April 26, 2013
|
Final Valuation Date
†
|
April 25, 2016
|
Maturity Date
†
|
April 28, 2016
|
CUSIP/ISIN
|
40432XDX6/US40432XDX66
|
The Securities
The
securities are designed for investors who believe the Reference Asset will appreciate over the term of the securities. If the Reference
Return is below the Buffer Level, then the securities provide 1:1 exposure to any potential decline in the Reference Asset beyond
-15%.
If the
Reference Asset appreciates over the term of the securities, you will realize 100% (1.0x) of the Reference Asset appreciation.
Should the Reference Asset decline, you will lose 1% of your investment for every 1% decline in the Reference Asset beyond the
Buffer Level.
The offering period for the securities is through
April 23, 2013
.
|
* As more fully described on page FWP-4.
** To be determined on the Pricing Date and will not be less than 10% or greater than 15%.
†Subject to adjustment as described under “Additional
Terms of the Notes” in the accompanying Equity Index Underlying Supplement.
Payoff Example
The table at right shows the hypothetical payout profile of
an investment in the securities reflecting the 100% (1.0x) Upside Participation Rate and the Buffer Level of -15%.
|
|
|
S&P 500
®
Low Volatility Index
|
The
SP5LVI measures the performance of the 100 least volatile stocks over the previous year in the S&P 500
®
Index.
It is designed to serve as a benchmark for low volatility strategies in the U.S. stock market
.
As of the February 2013 rebalancing,
the sector weightings in the SP5LVI were as follows: Consumer Discretionary: 2.78%, Consumer Staples: 27.31%, Energy: 1.80%, Financials:
10.65%, Healthcare: 11.58%, Industrials: 6.32%, Information Technology: 3.61%, Materials: 2.55%, Telecommunication Services: 2.76%
and Utilities: 30.64%.
|
|
|
Information about the Reference Asset
The graph above sets forth the hypothetical back-tested performance
of the Reference Asset from March 25, 2008 through April 19, 2011 and the historical performance of the Reference Asset from April
20, 2011 to March 25, 2013. The Reference Asset has only been calculated since April 20, 2011. The hypothetical back-tested performance
of the Index set forth in the graph above was calculated using the same selection criteria and methodology employed to calculate
the Reference Asset since its inception on April 20, 2011. However, the hypothetical back-tested Reference Asset data only reflects
the application of that methodology in hindsight, since the Reference Asset was not actually calculated and published prior to
April 20, 2011. The hypothetical back-tested Reference Asset data cannot completely account for the impact of financial risk in
actual trading. There are numerous factors related to the equities markets in general that cannot be, and have not been, accounted
for in the hypothetical back-tested Reference Asset data, all of which can affect actual performance. Consequently, you should
not rely on that data as a reflection of what the actual Reference Asset performance would have been had the index been in existence
or in forecasting future Reference Asset performance. Because the Reference Asset is a price return index, and not a total return
index, the data presented above does not reflect the payment of dividends. The graph above also reflects the actual closing levels
from April 20, 2011 to March 25, 2013 that we obtained from the Bloomberg Professional
®
service. The hypothetical
and actual historical performance is not necessarily an indication of future results. For further information on the Reference
Asset, please see “The S&P 500
®
Low Volatility Index” on page FWP-11 and in the accompanying Equity
Index Underlying Supplement. We have derived all disclosure regarding the Reference Asset from publicly available information.
Neither HSBC USA Inc. nor any of its affiliates have undertaken any independent review of, or made any due diligence inquiry with
respect to, the publicly available information about the Reference Asset.
For
more information about SP5LVI, please refer to the fact sheet:
http://www.sec.gov/Archives/edgar/data/83246/000114420412016831/v306941_fwp.htm
.
The tables below are a comparison of the 1997 through 2012 annual
returns and the 1,3,5,10,15 and 20 year annualized returns and standard deviations for the S&P 500
®
Low Volatility
Index and the S&P 500
®
Index. The SP5LVI has only been calculated since April 20, 2011. Accordingly, while the
hypothetical tables set forth below are based on the selection criteria and methodology described herein and in the Equity Index
Underlying Supplement, the SP5LVI was not actually calculated and published prior to April 20, 2011. The hypothetical and actual
historical performance is not necessarily an indication of future results. Because the Reference Asset is a price return index,
and not a total return index, the return data presented below does not reflect the payment of dividends.
Annual
Returns¹
|
|
Annualized
Return² Data as of December 31, 2012
|
|
S&P 500
®
Low Volatility Index
|
S&P 500
®
Index
|
|
|
S&P 500
®
Low Volatility Index
|
S&P 500
®
Index
|
1997
|
26.27%
|
31.01%
|
|
1 Yr.
|
6.70%
|
13.41%
|
1998
|
4.80%
|
26.67%
|
|
3 Yrs.
|
9.11%
|
8.55%
|
1999
|
-10.72%
|
19.53%
|
|
5 Yrs.
|
2.77%
|
-0.58%
|
2000
|
20.68%
|
-10.14%
|
|
10 Yrs.
|
5.89%
|
4.95%
|
2001
|
1.54%
|
-13.04%
|
|
15 Yrs.
|
4.12%
|
2.60%
|
2002
|
-9.83%
|
-23.37%
|
|
20 Yrs.
|
6.45%
|
6.11%
|
2003
|
19.43%
|
26.38%
|
|
Annualized Standard Deviation³
|
2004
|
14.38%
|
8.99%
|
|
2005
|
-0.67%
|
3.00%
|
|
|
S&P 500
®
Low Volatility Index
|
S&P 500
®
Index
|
2006
|
16.49%
|
13.62%
|
|
1 Yr.
|
6.03%
|
10.56%
|
2007
|
-2.16%
|
3.53%
|
|
3 Yrs.
|
8.86%
|
15.34%
|
2008
|
-23.61%
|
-38.49%
|
|
5 Yrs.
|
12.65%
|
19.06%
|
2009
|
15.52%
|
23.45%
|
|
10 Yrs.
|
10.16%
|
14.78%
|
2010
|
9.79%
|
12.78%
|
|
15 Yrs.
|
11.78%
|
16.24%
|
2011
|
10.88%
|
0.00%
|
|
20 Yrs.
|
11.27%
|
15.11%
|
2012
|
6.70%
|
13.41%
|
|
|
|
|
¹ Annual Return is a return an investment provides over a period of one year, expressed as (a) the difference between ending level and starting level, divided by (b) the starting level.
|
|
² Annualized return is a return an investment provides over a period of time, representing a geometric average of annual returns over that period. The geometric average of annual returns represents the average rate per year on an investment that is compounded over a period of several years.
³ Standard Deviation is a statistical measure of the distance a quantity is likely to lie from its average value. In finance, standard deviation is applied to the annual rate of return of an investment, to measure the investment's volatility, or “risk”.
|
HSBC USA
Inc.
Buffered
Uncapped Market Participation Securities
Linked to the S&P 500
®
Low Volatility Index
|
|
This free writing prospectus
relates to a single offering of Buffered Uncapped Market Participation Securities. The securities will have the terms described
in this free writing prospectus and the accompanying prospectus supplement, prospectus and Equity Index Underlying Supplement.
If the terms of the securities offered hereby are inconsistent with those described in the accompanying prospectus supplement,
prospectus or Equity Index Underlying Supplement, the terms described in this free writing prospectus shall control.
You should be willing to forgo interest and dividend payments during the term of the securities and, if the Reference
Return is less than the Buffer Level, lose up to 85% of your principal.
This free writing prospectus
relates to an offering of securities linked to the performance of the S&P 500® Low Volatility Index (the “Reference
Asset”). The purchaser of a security 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 securities:
Issuer:
|
HSBC USA Inc.
|
|
|
Principal Amount:
|
$1,000 per security
|
|
|
Reference Asset:
|
The S&P 500
®
Low Volatility Index (Ticker: SP5LVI)
|
|
|
Trade Date:
|
April 23, 2013
|
|
|
Pricing Date:
|
April 23, 2013
|
|
|
Original Issue Date:
|
April 26, 2013
|
|
|
Final Valuation Date:
|
April 25, 2016, subject to adjustment as described under “Additional Terms of the Notes—Valuation Dates” in the accompanying Equity Index Underlying Supplement.
|
|
|
Maturity Date:
|
3 business days after the Final Valuation Date, expected to be April 28, 2016.
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.
|
|
|
Upside Participation Rate:
|
100% (1.0x)
|
|
|
Payment at Maturity:
|
On the Maturity Date, for each security, we will pay you the Final Settlement Value.
|
|
|
Reference Return:
|
The quotient, expressed as a percentage, calculated as follows:
|
|
|
|
Final Level – Initial Level
Initial Level
|
|
|
Final Settlement Value:
|
If the Reference Return is greater than zero,
you
will receive a cash payment on the Maturity Date, per $1,000 Principal Amount of securities, calculated as follows:
$1,000 + ($1,000 × Reference Return × Upside Participation
Rate).
If the Reference Return is less than or equal to zero
but greater than or equal to the Buffer Level,
you will receive $1,000 per $1,000 Principal Amount of securities (zero
return).
If the Reference Return is less than the Buffer Level,
you will receive a cash payment on the Maturity Date, per $1,000 Principal Amount of securities, calculated as follows:
$1,000 + ($1,000 × (Reference Return + 15%)).
Under these circumstances, you will lose 1% of the Principal
Amount of your securities for each percentage point that the Reference Return is below the Buffer Level. For example, if the Reference
Return is -30%, you will suffer a 15% loss and receive 85% of the Principal Amount, subject to the credit risk of HSBC.
If the
Reference Return is less than the Buffer Level, you will lose up to 85% of your investment.
|
|
|
Buffer Level:
|
-15%
|
|
|
Initial Level:
|
The Official Closing Level of the Reference Asset on the Pricing Date.
|
|
|
Final Level:
|
The Official Closing Level of the Reference Asset on the Final Valuation Date.
|
|
|
Official Closing Level:
|
The closing level of the Reference Asset on any scheduled trading day as determined by the calculation agent based upon the level displayed on Bloomberg Professional
®
service page “SP5LVI <INDEX>”, or on any successor page on the Bloomberg Professional
®
service or any successor service, as applicable.
|
|
|
Form of Securities:
|
Book-Entry
|
|
|
Listing:
|
The securities will not be listed on any U.S. securities exchange or quotation system.
|
|
|
CUSIP/ISIN:
|
40432XDX6/US40432XDX66
|
The Trade Date, the Pricing Date and the other dates set forth above are subject to change, and will be
set forth in the final pricing supplement relating to the securities.
GENERAL
This free writing prospectus relates to
an offering of securities linked to the Reference Asset. The purchaser of a security will acquire a senior unsecured debt security
of HSBC USA Inc. We reserve the right to withdraw, cancel or modify this offering and to reject orders in whole or in part. Although
the offering of securities relates to the Reference Asset, you should not construe that fact as a recommendation as to the merits
of acquiring an investment linked to the Reference Asset or any component security included in the Reference Asset or as to the
suitability of an investment in the securities.
You should read this document together
with the prospectus dated March 22, 2012, the prospectus supplement dated March 22, 2012 and the Equity Index Underlying Supplement
dated March 22, 2012. If the terms of the securities offered hereby are inconsistent with those described in the accompanying prospectus
supplement, prospectus or Equity Index Underlying Supplement, the terms described in this free writing prospectus shall control.
You should carefully consider, among other things, the matters set forth in “Risk Factors” beginning on page FWP-7
of this free writing prospectus, page S-3 of the prospectus supplement and page S-1 of the Equity Index Underlying Supplement,
as the securities involve risks not associated with conventional debt securities. We urge you to consult your investment, legal,
tax, accounting and other advisors before you invest in the securities. As used herein, references to the “Issuer”,
“HSBC”, “we”, “us” and “our” are to HSBC USA Inc.
HSBC has filed a registration statement
(including a prospectus, prospectus supplement and Equity Index Underlying Supplement) with the SEC for the offering to which this
free writing prospectus relates. Before you invest, you should read the prospectus, prospectus supplement and Equity Index Underlying
Supplement in that registration statement and other documents HSBC has filed with the SEC for more complete information about HSBC
and this offering. You may get these documents for free by visiting EDGAR on the SEC’s web site at www.sec.gov. Alternatively,
HSBC Securities (USA) Inc. or any dealer participating in this offering will arrange to send you the prospectus, prospectus supplement
and Equity Index Underlying Supplement if you request them by calling toll-free 1-866-811-8049.
You may also obtain:
We are using this free writing prospectus
to solicit from you an offer to purchase the securities. You may revoke your offer to purchase the securities at any time prior
to the time at which we accept your offer by notifying HSBC Securities (USA) Inc. We reserve the right to change the terms of,
or reject any offer to purchase, the securities prior to their issuance. In the event of any material changes to the terms of the
securities, we will notify you.
PAYMENT AT MATURITY
On the Maturity Date, for each security
you hold, we will pay you the Final Settlement Value, which is an amount in cash, as described below:
If the Reference Return is greater than
zero
, you will receive a cash payment on the Maturity Date, per $1,000 Principal Amount of securities, calculated as follows:
$1,000 + ($1,000 ×
Reference Return × Upside Participation Rate).
If the Reference Return is less than
or equal to zero but greater than or equal to the Buffer Level,
you will receive $1,000 per $1,000 Principal Amount of securities
(zero return).
If the Reference Return is less than
the Buffer Level,
you will receive a cash payment on the Maturity Date, per $1,000 Principal Amount of securities, calculated
as follows:
$1,000 + ($1,000 ×
(Reference Return + 15%)).
Under these circumstances, you will lose
1% of the Principal Amount of your securities for each percentage point that the Reference Return is below the Buffer Level. For
example, if the Reference Return is -30%, you will suffer a 15% loss and receive 85% of the Principal Amount, subject to the credit
risk of HSBC.
You should be aware that if the Reference Return is less than the Buffer Level, you will lose up to 85% of your
investment.
Interest
The securities will not pay interest.
Calculation Agent
We or one of our affiliates will act as
calculation agent with respect to the securities.
Reference Sponsor
S&P Dow Jones Indices LLC, a subsidiary of The McGraw-Hill Companies, Inc., is the reference sponsor
.
INVESTOR SUITABILITY
The securities may be suitable for you if:
|
|
The securities may not be suitable for you if:
|
|
|
|
}
You
seek an investment with a return linked to the potential positive performance of the Reference Asset and you believe the level
of the Reference Asset will increase over the term of the securities.
}
You
are willing to make an investment that is exposed to the negative Reference Return on a 1-to-1 basis for each percentage point
that the Reference Return is less than the Buffer Level of -15%.
}
You
are willing to forgo dividends or other distributions paid to holders of the stocks comprising the Reference Asset.
}
You
are willing to accept the risk and return profile of the securities versus a conventional debt security with a comparable maturity
issued by HSBC or another issuer with a similar credit rating.
}
You
do not seek current income from your investment.
}
You
do not seek an investment for which there is an active secondary market.
}
You
are willing to hold the securities to maturity.
}
You
are comfortable with the creditworthiness of HSBC, as Issuer of the securities.
|
|
}
You
believe the Reference Return will be negative or that the Reference Return will not be sufficiently positive to provide you with
your desired return.
}
You
are unwilling to make an investment that is exposed to the negative Reference Return on a 1-to-1 basis for each percentage point
that the Reference Return is below the Buffer Level of -15%.
}
You
seek an investment that provides full return of principal.
}
You
prefer the lower risk, and therefore accept the potentially lower returns, of conventional debt securities with comparable maturities
issued by HSBC or another issuer with a similar credit rating.
}
You
prefer to receive the dividends or other distributions paid on the stocks comprising the Reference Asset.
}
You
seek current income from your investment.
}
You
seek an investment for which there will be an active secondary market.
}
You
are unable or unwilling to hold the securities to maturity.
}
You
are not willing or are unable to assume the credit risk associated with HSBC, as Issuer of the securities.
|
RISK FACTORS
We urge you to read the section “Risk
Factors” beginning on page S-3 in the accompanying prospectus supplement and on page S-1 of the accompanying Equity
Index Underlying Supplement. Investing in the securities is not equivalent to investing directly in any of the stocks comprising
the Reference Asset. You should understand the risks of investing in the securities and should reach an investment decision only
after careful consideration, with your advisors, of the suitability of the securities in light of your particular financial circumstances
and the information set forth in this free writing prospectus and the accompanying Equity Index Underlying Supplement, prospectus
supplement and prospectus.
In addition to the risks discussed below,
you should review “Risk Factors” in the accompanying prospectus supplement and Equity Index Underlying Supplement including
the explanation of risks relating to the securities described in the following sections:
|
}
|
“— Risks Relating to All Note Issuances” in the prospectus supplement;
|
|
}
|
“— General risks related to Indices” in the Equity Index Underlying Supplement;
and
|
|
}
|
“— If the Reference Asset is or includes the S&P 500 Low Volatility Index or otherwise
includes an Index that tracks a low volatility index” in the Equity Index Underlying Supplement.
|
You will be subject to significant risks
not associated with conventional fixed-rate or floating-rate debt securities.
Your investment in the securities
may result in a loss.
You will be exposed to the decline in the
Final Level from the Initial Level beyond the Buffer Level of -15%. Accordingly, if the Reference Return is less than -15%, your
Payment at Maturity will be less than the Principal Amount of your securities. You will lose up to 85% of your investment at maturity
if the Reference Return is below the Buffer Level.
Credit risk of HSBC USA Inc.
The securities are senior unsecured debt
obligations of the Issuer, HSBC, and are not, either directly or indirectly, an obligation of any third party. As further described
in the accompanying prospectus supplement and prospectus, the securities will rank on par with all of the other unsecured and unsubordinated
debt obligations of HSBC, except such obligations as may be preferred by operation of law. Any payment to be made on the securities,
including any return of principal at maturity, depends on the ability of HSBC to satisfy its obligations as they come due. As a
result, the actual and perceived creditworthiness of HSBC may affect the market value of the securities and, in the event HSBC
were to default on its obligations, you may not receive the amounts owed to you under the terms of the securities.
The amount payable on the securities is not linked to the
level of the Reference Asset at any time other than on the Final Valuation Date.
The Final Level will be based on the Official
Closing Level of the Reference Asset on the Final Valuation Date, subject to postponement for non-trading days and certain market
disruption events. Even if the level of the Reference Asset appreciates prior to the Final Valuation Date but then drops on the
Final Valuation Date to at or below the Initial Level, the Payment at Maturity will be less, and may be significantly less, than
it would have been had the Payment at Maturity been linked to the level of the Reference Asset prior to such drop. Although the
actual level of the Reference Asset on the Maturity Date or at other times during the term of the securities may be higher than
the Final Level, the Payment at Maturity will be based solely on the Official Closing Level of the Reference Asset on the Final
Valuation Date.
The securities will not bear interest.
As a holder of the securities, you will
not receive interest payments.
The Reference Asset has limited actual
historical information.
The Reference Asset was created in April
2011. The reference sponsor has published limited actual information about how the Reference Asset would have performed had it
been calculated in the past. Because the Reference Asset is of recent origin and limited actual historical performance data exists
with respect to it, your investment in the securities may involve a greater risk than investing in securities linked to one or
more indices with a more established record of performance.
Changes that affect the Reference
Asset will affect the market value of the securities and the amount you will receive at maturity.
The policies of the reference sponsor concerning
additions, deletions and substitutions of the constituents comprising the Reference Asset and the manner in which the reference
sponsor takes account of certain changes affecting those constituents may affect the level of the Reference Asset. The policies
of the reference sponsor with respect to the calculation of the Reference Asset could also affect the level of the Reference Asset.
The reference sponsor may discontinue or suspend calculation or dissemination of the Reference Asset. Any such actions could affect
the value of the securities and the return on the securities.
The securities are not insured or
guaranteed by any governmental agency of the United States or any other jurisdiction.
The securities are not deposit liabilities or other obligations of a bank and are not insured 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
securities is subject to the credit risk
of HSBC, and in the event that HSBC is unable to pay its obligations as they become due, you may not receive the full Payment at
Maturity of the securities.
Certain built-in costs are likely
to adversely affect the value of the securities prior to maturity.
While the Payment at Maturity described
in this free writing prospectus is based on the full Principal Amount of your securities, the original issue price of the securities
includes the agent’s commission and the estimated cost of HSBC hedging its obligations under the securities. As a result,
the price, if any, at which HSBC Securities (USA) Inc. will be willing to purchase securities from you in secondary market transactions,
if at all, will likely be lower than the original issue price, and any sale prior to the Maturity Date could result in a substantial
loss to you. The securities are not designed to be short-term trading instruments. Accordingly, you should be able and willing
to hold your securities to maturity.
The securities lack liquidity.
The securities will not be listed on any
securities exchange. HSBC Securities (USA) Inc. is not required to offer to purchase the securities in the secondary market, if
any exists. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the securities
easily. Because other dealers are not likely to make a secondary market for the securities, the price at which you may be able
to trade your securities is likely to depend on the price, if any, at which HSBC Securities (USA) Inc. is willing to buy the securities.
Potential conflicts.
HSBC and its affiliates play a variety
of roles in connection with the issuance of the securities, including acting as calculation agent and hedging our obligations under
the securities. In performing these duties, the economic interests of the calculation agent and other affiliates of ours are potentially
adverse to your interests as an investor in the securities. We will not have any obligation to consider your interests as a holder
of the securities in taking any action that might affect the value of your securities.
Uncertain tax treatment.
For a discussion of the U.S. federal income
tax consequences of your investment in a security, please see the discussion under “U.S. Federal Income Tax Considerations”
herein and the discussion under “U.S. Federal Income Tax Considerations” in the accompanying prospectus supplement.
ILLUSTRATIVE
EXAMPLES
The following table and examples are provided
for illustrative purposes only and are hypothetical. They do not purport to be representative of every possible scenario concerning
increases or decreases in the level of the Reference Asset relative to its Initial Level. We cannot predict the Final Level of
the Reference Asset. The assumptions we have made in connection with the illustrations set forth below may not reflect actual events,
and the hypothetical Initial Level used in the table and examples below is not expected to be the actual Initial Level of the Reference
Asset. You should not take this illustration or these examples as an indication or assurance of the expected performance of the
Reference Asset or the return on your securities
.
The Final Settlement Value may be less than the amount that you would
have received from a conventional debt security with the same stated maturity, including such a security issued by HSBC. The numbers
appearing in the table below and following examples have been rounded for ease of analysis.
The table below illustrates the Final Settlement
Value on a $1,000 investment in securities for a hypothetical range of Reference Returns from -100% to +100%. The following results
are based solely on the assumptions outlined below. The “Hypothetical Return on the Security” as used below is the
number, expressed as a percentage, that results from comparing the Payment at Maturity per $1,000 Principal Amount of securities
to $1,000. The potential returns described here assume that your securities are held to maturity. You should consider carefully
whether the securities are suitable to your investment goals. The following table and examples assume the following:
}
|
Principal Amount:
|
$1,000
|
|
|
|
}
|
Hypothetical Initial Level:
|
4,500.00
|
|
|
|
}
|
Upside Participation Rate:
|
100%
|
|
|
|
}
|
Buffer Level:
|
-15%
|
The actual Initial Level will be determined
on the Pricing Date.
Hypothetical
Final Level
|
Hypothetical
Reference Return
|
Hypothetical
Payment at Maturity
|
Hypothetical
Return on the Security
|
9,000.00
|
100.00%
|
$2,000.00
|
100.00%
|
8,100.00
|
80.00%
|
$1,800.00
|
80.00%
|
7,200.00
|
60.00%
|
$1,600.00
|
60.00%
|
6,300.00
|
40.00%
|
$1,400.00
|
40.00%
|
5,850.00
|
30.00%
|
$1,300.00
|
30.00%
|
5,400.00
|
20.00%
|
$1,200.00
|
20.00%
|
5,175.00
|
15.00%
|
$1,150.00
|
15.00%
|
4,950.00
|
10.00%
|
$1,100.00
|
10.00%
|
4,725.00
|
5.00%
|
$1,050.00
|
5.00%
|
4,590.00
|
2.00%
|
$1,020.00
|
2.00%
|
4,545.00
|
1.00%
|
$1,010.00
|
1.00%
|
4,500.00
|
0.00%
|
$1,000.00
|
0.00%
|
4,455.00
|
-1.00%
|
$1,000.00
|
0.00%
|
4,410.00
|
-2.00%
|
$1,000.00
|
0.00%
|
4,275.00
|
-5.00%
|
$1,000.00
|
0.00%
|
3,825.00
|
-15.00%
|
$1,000.00
|
0.00%
|
3,600.00
|
-20.00%
|
$950.00
|
-5.00%
|
3,150.00
|
-30.00%
|
$850.00
|
-15.00%
|
2,700.00
|
-40.00%
|
$750.00
|
-25.00%
|
1,800.00
|
-60.00%
|
$550.00
|
-45.00%
|
900.00
|
-80.00%
|
$350.00
|
-65.00%
|
0.00
|
-100.00%
|
$150.00
|
-85.00%
|
The following examples indicate how the
Final Settlement Value would be calculated with respect to a hypothetical $1,000 investment in the securities.
Example 1: The level of the Reference
Asset increases from the Initial Level of 4,500.00 to a Final Level of 4,950.00.
|
|
Reference Return:
|
10.00%
|
Final Settlement Value:
|
$1,100.00
|
Because the Reference Return is positive,
the Final Settlement Value would be $1,100.00 per $1,000 Principal Amount of securities, calculated as follows:
$1,000 + ($1,000 × Reference
Return × Upside Participation Rate)
= $1,000 + ($1,000 × 10.00% ×
100%)
= $1,100.00
Example 1 shows that you will receive the
return of your principal investment plus a return equal to the Reference Return multiplied by the Participation Rate of 100% when
the Reference Asset appreciates.
Example 2: The level of the Reference
Asset decreases from the Initial Level of 4,500.00 to a Final Level of 4,275.00.
|
|
Reference Return:
|
-5.00%
|
Final Settlement Value:
|
$1,000.00
|
Because the Reference Return is less than
zero but greater than the Buffer Level of -15%, the Final Settlement Value would be $1,000.00 per $1,000 Principal Amount of securities
(a zero return).
Example 3: The level of the Reference
Asset decreases from the Initial Level of 4,500.00 to a Final Level of 2,700.00.
|
|
Reference Return:
|
-40.00%
|
Final Settlement Value:
|
$750.00
|
Because the Reference
Return is less than the Buffer Level of -15%, the Final Settlement Value would be $750.00 per $1,000 Principal Amount of securities,
calculated as follows:
$1,000 + ($1,000 ×
(Reference Return + 15%))
= $1,000 + ($1,000
× (-40.00% + 15%))
= $750.00
Example 3 shows that you are exposed on a 1-to-1 basis to declines in the level of the Reference Asset
beyond the Buffer Level of -15%. YOU MAY LOSE UP TO 85% OF THE PRINCIPAL AMOUNT OF YOUR SECURITIES.
THE S&P 500
®
LOW VOLATILITY INDEX (“SP5LVI”)
|
Description of the Reference Asset
The
SP5LVI measures the performance of the 100 least volatile stocks over the previous year in the S&P 500
®
Index.
It is designed to serve as a benchmark for low volatility strategies in the U.S. stock market
.
As of the February 2013
rebalancing, the sector weightings in the SP5LVI were as follows: Consumer Discretionary: 2.78%, Consumer Staples: 27.31%, Energy:
1.80%, Financials: 10.65%, Healthcare: 11.58%, Industrials: 6.32%, Information Technology: 3.61%, Materials: 2.55%, Telecommunication
Services: 2.76% and Utilities: 30.64%.
For more information about the SP5LVI,
see “The S&P 500
Low Volatility Index”
on page S-18 of the accompanying Equity Index Underlying Supplement.
Hypothetical and Actual
Historical
Performance of the SP5LVI
The following
graph sets forth the hypothetical back-tested performance of the SP5LVI from March 25, 2008 through April 19, 2011 and the historical
performance of the SP5LVI from April 20, 2011 to March 25, 2013. The SP5LVI has only been calculated since April 20, 2011. The
hypothetical back-tested performance of the SP5LVI set forth in the following graph was calculated using the selection criteria
and methodology employed to calculate the SP5LVI since its inception on April 20, 2011. However, the hypothetical back-tested SP5LVI
data only reflects the application of that methodology in hindsight, since the SP5LVI was not actually calculated and published
prior to April 20, 2011. The hypothetical back-tested SP5LVI data cannot completely account for the impact of financial risk in
actual trading. There are numerous factors related to the equities markets in general that cannot be, and have not been, accounted
for in the hypothetical back-tested SP5LVI data, all of which can affect actual performance. Consequently, you should not rely
on that data as a reflection of what the actual SP5LVI performance would have been had the index been in existence or in forecasting
future SP5LVI performance. Because the SP5LVI is a price return index, and not a total return index, the data presented below does
not reflect the payment of dividends. The graph below also reflects the actual closing levels from April 20, 2011 to March 25,
2013 that we obtained 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 closing level for the SP5LVI on March 25, 2013 was
4,892.67
. The hypothetical and actual
performance is not necessarily an indication of future results.
Source: Bloomberg Professional
®
service
The hypothetical and actual historical levels of the SP5LVI should not be taken as an indication of future
performance, and no assurance can be given as to the Official Closing Level of the SP5LVI on the Final Valuation Date.
The tables below are a comparison of the
1997 through 2012 annual returns and the 1,3,5,10,15 and 20 year annualized returns and standard deviations for the S&P 500
®
Low Volatility Index and the S&P 500
®
Index. The SP5LVI has only been calculated since April 20, 2011. Accordingly,
while the hypothetical tables set forth below are based on the selection criteria and methodology described herein and in the Equity
Index Underlying Supplement, the SP5LVI was not actually calculated and published prior to April 20, 2011. The hypothetical and
actual historical performance is not necessarily an indication of future results. Because the SP5LVI is a price return index, and
not a total return index, the return data presented below does not reflect the payment of dividends.
Annual Returns¹
|
|
S&P 500
®
Low Volatility Index
|
S&P 500
®
Index
|
1997
|
26.27%
|
31.01%
|
1998
|
4.80%
|
26.67%
|
1999
|
-10.72%
|
19.53%
|
2000
|
20.68%
|
-10.14%
|
2001
|
1.54%
|
-13.04%
|
2002
|
-9.83%
|
-23.37%
|
2003
|
19.43%
|
26.38%
|
2004
|
14.38%
|
8.99%
|
2005
|
-0.67%
|
3.00%
|
2006
|
16.49%
|
13.62%
|
2007
|
-2.16%
|
3.53%
|
2008
|
-23.61%
|
-38.49%
|
2009
|
15.52%
|
23.45%
|
2010
|
9.79%
|
12.78%
|
2011
|
10.88%
|
0.00%
|
2012
|
6.70%
|
13.41%
|
¹ Annual Return is a return an
investment provides over a period of one year, expressed as (a) the difference between ending level and starting level, divided
by (b) starting level.
Annualized Return² Data as of December 31, 2012
|
|
S&P 500
®
Low Volatility Index
|
S&P 500
®
Index
|
1 Yr.
|
6.70%
|
13.41%
|
3 Yrs.
|
9.11%
|
8.55%
|
5 Yrs.
|
2.77%
|
-0.58%
|
10 Yrs.
|
5.89%
|
4.95%
|
15 Yrs.
|
4.12%
|
2.60%
|
20 Yrs.
|
6.45%
|
6.11%
|
² Annualized return is a return
an investment provides over a period of time, representing a geometric average of annual returns over that period. The geometric
average of annual returns represents the average rate per year on an investment that is compounded over a period of several years.
Annualized Standard Deviation³
|
|
|
|
S&P 500
®
Low Volatility Index
|
S&P 500
®
Index
|
|
1 Yr.
|
6.03%
|
10.56%
|
|
3 Yrs.
|
8.86%
|
15.34%
|
|
5 Yrs.
|
12.65%
|
19.06%
|
|
10 Yrs.
|
10.16%
|
14.78%
|
|
15 Yrs.
|
11.78%
|
16.24%
|
|
20 Yrs.
|
11.27%
|
15.11%
|
|
³ Standard Deviation is a statistical
measure of the distance a quantity is likely to lie from its average value. In finance, standard deviation is applied to the annual
rate of return of an investment, to measure the investment's volatility, or “risk”.
Sector Weightings
The table below shows the current weight,
average weight and maximum weight of each industry sector included in the SP5LVI. The SP5LVI has only been calculated since April
20, 2011. Accordingly, while the hypothetical tables set forth below are based on the selection criteria and methodology described
herein and in the Equity Index Underlying Supplement, the SP5LVI was not actually calculated and published prior to April 20,
2011. No assurance can be given that these weightings will not change.
*as of February 2013 rebalancing
** since 10/31/90
The hypothetical back-tested weights
of the SP5LVI set forth above were calculated using the selection criteria and methodology employed to calculate the SP5LVI since
its inception on April 20, 2011.
License Agreement
Standard & Poor’s
®
and S&P
®
are registered trademarks of Standard & Poor’s Financial Services LLC (“S&P”); Dow Jones
®
is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”); and these trademarks have been licensed
for use by S&P Dow Jones Indices LLC. “Standard & Poor’s
®
”, “S&P 500
®
”
and “S&P
®
” are trademarks of S&P and have been licensed for use by S&P Dow Jones Indices
LLC and its affiliates and sublicensed for certain purposes by HSBC. The S&P 500
®
Low Volatility Index
(the “Index”) is a product of S&P Dow Jones Indices LLC, and has been licensed for use by HSBC.
The securities are not sponsored, endorsed, sold or promoted
by S&P Dow Jones Indices LLC, Dow Jones, S&P or any of their respective affiliates (collectively, “S&P Dow Jones
Indices”). S&P Dow Jones Indices makes no representation or warranty, express or implied, to the holders of the
securities or any member of the public regarding the advisability of investing in securities generally or in the securities particularly
or the ability of the Index to track general market performance. S&P Dow Jones Indices’ only relationship to HSBC
with respect to the Index is the licensing of the Index and certain trademarks, service marks and/or trade names of S&P Dow
Jones Indices. The Index is determined, composed and calculated by S&P Dow Jones Indices without regard to HSBC or the
securities. S&P Dow Jones Indices has no obligation to take the needs of HSBC or the holders of the securities into consideration
in determining, composing or calculating the Index. S&P Dow Jones Indices is not responsible for and has not participated
in the determination of the prices, and amount of the securities or the timing of the issuance or sale of the securities or in
the determination or calculation of the equation by which the securities are to be converted into cash. S&P Dow Jones
Indices has no obligation or liability in connection with the administration, marketing or trading of the securities. There is
no assurance that investment products based on the Index will accurately track index performance or provide positive investment
returns. S&P Dow Jones Indices LLC is not an investment advisor. Inclusion of a security within the Index is not
a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, nor is it considered to be investment advice.
Notwithstanding the foregoing, CME Group Inc. and its affiliates may independently issue and/or sponsor financial products unrelated
to the securities currently being issued by HSBC, but which may be similar to and competitive with the securities. In addition,
CME Group Inc. and its affiliates may trade financial products which are linked to the performance of the Index. It is possible
that this trading activity will affect the value of the Index and the securities.
S&P DOW JONES INDICES DOES NOT GUARANTEE
THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING
BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW
JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW
JONES INDICES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY HSBC, HOLDERS OF THE SECURITIES, OR ANY OTHER PERSON OR ENTITY FROM
THE USE OF THE INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER
SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING,
BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBLITY OF
SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS
OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND HSBC, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.
SUPPLEMENTAL
PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)
We have appointed HSBC Securities (USA)
Inc., an affiliate of HSBC, as the agent for the sale of the securities. Pursuant to the terms of a distribution agreement, HSBC
Securities (USA) Inc. will purchase the securities from HSBC at the price to public less the underwriting discount set forth on
the cover page of the pricing supplement to which this free writing prospectus relates, for distribution to other registered broker-dealers,
or will offer the securities directly to investors. HSBC Securities (USA) Inc. proposes to offer the securities at the price to
public set forth on the cover page of this free writing prospectus.
HSBC USA Inc. or one of our
affiliates may pay varying referral fees of up to 1.775% per $1,000 Principal Amount of securities in connection with the distribution
of the securities to other registered broker-dealers.
An affiliate of HSBC has paid or may pay
in the future an amount to broker-dealers in connection with the costs of the continuing implementation of systems to support the
securities.
In addition, HSBC Securities (USA) Inc.
or another of its affiliates or agents may use the pricing supplement to which this free writing prospectus relates in market-making
transactions after the initial sale of the securities, but is under no obligation to make a market in the securities and may discontinue
any market-making activities at any time without notice.
See "Supplemental Plan of Distribution
(Conflicts of Interest)" on page S-49 in the prospectus supplement.
U.S. FEDERAL
INCOME TAX CONSIDERATIONS
There is no direct legal authority as to
the proper tax treatment of the securities, and therefore significant aspects of the tax treatment of the securities are uncertain
as to both the timing and character of any inclusion in income in respect of the securities. Under one approach, a security should
be treated as a pre-paid executory contract with respect to the Reference Asset. We intend to treat the securities consistent with
this approach. Pursuant to the terms of the securities, you agree to treat the securities under this approach for all U.S. federal
income tax purposes. Subject to the limitations described therein, and based on certain factual representations received from us,
in the opinion of our special U.S. tax counsel, Morrison & Foerster LLP, it is reasonable to treat a security as a pre-paid
executory contract with respect to the Reference Asset. Pursuant to this approach, we do not intend to report any income or gain
with respect to the securities prior to their maturity or an earlier sale or exchange and we intend to treat any gain or loss upon
maturity or an earlier sale or exchange as long-term capital gain or loss, provided that you have held the security for more than
one year at such time for U.S. federal income tax purposes.
We will not attempt to ascertain whether
any of the entities whose stock is included in, or owned by, the Reference Asset, as the case may be, would be treated as a passive
foreign investment company (“PFIC”) or United States real property holding corporation (“USRPHC”), both
as defined for U.S. federal income tax purposes. If one or more of the entities whose stock is included in, or owned by, the Reference
Asset, as the case may be, were so treated, certain adverse U.S. federal income tax consequences might apply. You should refer
to information filed with the SEC and other authorities by the entities whose stock is included in, or owned by, the Reference
Asset, as the case may be, and consult your tax advisor regarding the possible consequences to you if one or more of the entities
whose stock is included in, or owned by, the Reference Asset, as the case may be, is or becomes a PFIC or a USRPHC.
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 securities.
For a discussion of the U.S. federal income tax consequences of your investment in a security, please
see the discussion under “U.S. Federal Income Tax Considerations” in the accompanying prospectus supplement.
TABLE OF CONTENTS
|
|
|
You should only rely on the
information contained in this free writing prospectus, the accompanying Equity Index Underlying Supplement, prospectus supplement
and prospectus. We have not authorized anyone to provide you with information or to make any representation to you that is not
contained in this free writing prospectus, the accompanying Equity Index Underlying Supplement, prospectus supplement and prospectus.
If anyone provides you with different or inconsistent information, you should not rely on it. This free writing prospectus, the
accompanying Equity Index Underlying Supplement, prospectus supplement and prospectus are not an offer to sell these securities,
and these documents are not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.
You should not, under any circumstances, assume that the information in this free writing prospectus, the accompanying Equity Index
Underlying Supplement, prospectus supplement and prospectus is correct on any date after their respective dates.
HSBC USA Inc.
$
Buffered Uncapped Market
Participation Securities Linked to the
S&P
500
®
Low Volatility Index
April
1, 2013
FREE
WRITING PROSPECTUS
|
|
|
|
Free Writing Prospectus
|
|
|
General
|
FWP-5
|
|
Payment at Maturity
|
FWP-5
|
|
Investor Suitability
|
FWP-6
|
|
Risk Factors
|
FWP-7
|
|
Illustrative Examples
|
FWP-9
|
|
The S&P 500
®
Low Volatility Index
|
FWP-11
|
|
Supplemental Plan of Distribution (Conflicts of Interest)
|
FWP-14
|
|
U.S. Federal Income Tax Considerations
|
FWP-14
|
|
|
|
|
Equity Index Underlying Supplement
|
|
|
Risk Factors
|
S-1
|
|
The S&P 500
®
Index
|
S-6
|
|
The S&P 100
®
Index
|
S-10
|
|
The S&P MidCap 400
®
Index
|
S-14
|
|
The S&P 500 Low Volatility Index
|
S-18
|
|
The Russell 2000
®
Index
|
S-21
|
|
The Dow Jones Industrial Average
SM
|
S-25
|
|
The Hang Seng China Enterprises Index
®
|
S-27
|
|
The Hang Seng
®
Index
|
S-30
|
|
The Korea Stock Price Index 200
|
S-33
|
|
MSCI Indices
|
S-36
|
|
The EURO STOXX 50
®
Index
|
S-40
|
|
The PHLX Housing Sector
SM
Index
|
S-42
|
|
The TOPIX
®
Index
|
S-46
|
|
The NASDAQ-100 Index
®
|
S-49
|
|
S&P BRIC 40 Index
|
S-53
|
|
The Nikkei 225 Index
|
S-56
|
|
The FTSE™ 100 Index
|
S-58
|
|
Other Components
|
S-60
|
|
Additional Terms of the Notes
|
S-60
|
|
|
|
|
Prospectus Supplement
|
|
|
Risk Factors
|
S-3
|
|
Risks Relating to Our Business
|
S-3
|
|
Risks Relating to All Note Issuances
|
S-3
|
|
Pricing Supplement
|
S-7
|
|
Description of Notes
|
S-8
|
|
Use of Proceeds and Hedging
|
S-30
|
|
Certain ERISA Considerations
|
S-30
|
|
U.S. Federal Income Tax Considerations
|
S-32
|
|
Supplemental Plan of Distribution (Conflicts of Interest)
|
S-49
|
|
|
|
|
Prospectus
|
|
|
About this Prospectus
|
1
|
|
Risk Factors
|
1
|
|
Where You Can Find More Information
|
1
|
|
Special Note Regarding Forward-Looking Statements
|
2
|
|
HSBC USA Inc.
|
3
|
|
Use of Proceeds
|
3
|
|
Description of Debt Securities
|
3
|
|
Description of Preferred Stock
|
15
|
|
Description of Warrants
|
21
|
|
Description of Purchase Contracts
|
25
|
|
Description of Units
|
28
|
|
Book-Entry Procedures
|
30
|
|
Limitations on Issuances in Bearer Form
|
35
|
|
U.S. Federal Income Tax Considerations Relating to Debt Securities
|
35
|
|
Plan of Distribution (Conflicts of Interest)
|
51
|
|
Notice to Canadian Investors
|
53
|
|
Notice to EEA Investors
|
58
|
|
Certain ERISA Matters
|
59
|
|
Legal Opinions
|
60
|
|
Experts
|
60
|
|
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