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OFFICIAL B&H $500.00 GIFT CARD DASH SWEEPSTAKE RULES NO PURCHASE IS NECESSARY TO ENTER OR WIN. The B&H $500.00 Gift Card Dash (the 'Sweepstakes') is void where prohibited by law and is sponsored by B&H Foto & Electronics Corp., 440 Ninth Avenue, New York, NY 10001 ('Sponsor'). It is not sponsored or endorsed by Facebook or Twitter in any way. Entry Period/Methods of Entry. The Sweepstakes will run from on or about October 28, 2018 until on or about December 23, 2018 (the 'Entry Period'). Entries received outside the Entry Period are void. Enter the Sweepstakes via either one of the following methods.
(1) Share any product found on the B&H website (the 'Website') on Facebook or Twitter via the dedicated links contained on the website using the hashtag #BHWishlist; or (2) Mail a postcard (postmarked during the Entry Period) containing your name, address, phone number, and email address, and indicate the subject(s), if any, about which you are interested in receiving future emails from B&H (e.g. Photo, video, audio, computers, home theater, portable entertainment ) (optional) to: B&H $500.00 Gift Card Dash Sweepstakes, c/o B&H Foto & Electronics Corp., 440 Ninth Avenue, New York, NY 10001 (either option, an 'Entry'). Entries must not, in the sole and absolute discretion of the Sponsor, contain obscene, provocative, defamatory, sexually explicit, or otherwise objectionable or inappropriate content. Entries deemed by Sponsor to be inappropriate will be disqualified. Entries owned by a third party, or the use of any trademarks, service marks, logos, brands, or products owned by a third party are not acceptable for entry into the Sweepstakes. Limit 1 entry per person, per day. Winner Selection/Prizes/Odds.
The B&H Social Team will randomly select a winner from among all eligible entries every Monday during the Entry Period, for a total eight (8) winners (each a 'Winner'). Each Winner will receive a B&H Gift Card pre-valued in the amount of $500.00. No cash or other substitutions will be offered.
Winner selection is in the sole and absolute discretion of the B&H Social Team. Any taxes are the sole responsibility of the winner.
Winners will be notified and receive their prize at the email address associated with the account to which their Entry was posted or the email account provided with a mail-in entry. The odds of winning depend on the number of eligible entries received. Identity of Winners/Eligible Participants. Winners will be identified by the email account associated with the Facebook or Twitter account from which their Entry was submitted or the email account provided with a mail-in entry. An email account holder shall mean the natural person assigned to such email account by the internet access or online service provider or other organization responsible for assigning email addresses for the domain associated with such email account. Any issues regarding the identity of a Winner shall be resolved by Sponsor in its sole discretion.
The Sweepstakes is only open to residents of the United States that are at least eighteen (18) years of age on their entry date and is not open to employees of Sponsor, their immediate family, any person domiciled with such employees, or any affiliates or subsidiaries of Sponsor. Entry Ownership/Entrant Agreements. Entrants retain full ownership and copyrights to their Submission. However, by entering the Sweepstakes entrants grant Sponsor permission to use their Entries for promotional purposes on their respective social media channels with proper credit. Entrants also agree: (a) to be bound by these Official B&H $500.00 Gift Card Dash Sweepstakes Rules; (b) that any claims related to this Sweepstakes shall be resolved individually without resort to any form of class action and that awards, shall be limited to actual out-of-pocket costs incurred in entering the Sweepstakes, and shall not include incidental or consequential damages or attorneys fees; and (c) that any actual or perceived ambiguities in these rules shall be interpreted by Sponsor in their sole discretion. Limitation of Liability/Sponsor Modification/Cancellation Rights/ Choice of Law/ Venue/ Winners List.
Sponsor is not responsible for incomplete entries or for failure to receive entries due to technical failures or human error of any kind. Winners agree that Sponsor will have no responsibility for losses or damage of any kind resulting from the acceptance, possession, or use of the prizes.
Except where prohibited, participation in the Sweepstakes constitutes entrant's consent to the publication of his or her name by Sponsor in any media for commercial or promotional purposes without limitation or further compensation subject to Sponsor's respective Privacy Policies. Sponsor may modify or discontinue the Sweepstakes at any time and may disqualify from the Sweepstakes any person it determines, in its sole discretion, to have attempted to or actually tampered with or otherwise abused any aspect of the Sweepstakes. Entrants agree that in the unlikely event a dispute arises in connection with this Sweepstakes, it will be governed by the laws of the State of New York and heard exclusively in a court of applicable jurisdiction in the County and State of New York irrespective of any choice of law provisions to the contrary. To receive names of the winners by U.S.
Mail, please mail a self-addressed stamped envelope to: B&H Foto & Electronics Corp., Attn: B&H $500.00 Gift Card Dash Sweepstakes, 440 Ninth Avenue, New York, NY 10001. Any Winners List request must be received by B&H within one (1) year of the date the Sweepstakes is conducted. Designed for Mac and ready to be used with Time Machine, the 4TB My Passport for Mac USB 3.0 Type-C External Hard Drive from WD can be used to create system backups, store your photos and videos and much more. The drive comes preformatted in HFS+ for Mac and works out of the box; simply plug the drive in and begin transferring your files quickly using the USB 3.0 port with a maximum data transfer rate of up to 5 Gb/s. In addition to just storing your files, this drive features 256-bit AES hardware encryption along with the ability to add a return-if-found message if the drive is ever lost. Designed for Mac My Passport for Mac portable storage works straight out of the box with Mac devices which makes it easy to get going quickly - drag and drop files to and from, or setup a backup routine with Apple's Time Machine software to help protect your photos, videos, music and documents. Password Protection with Hardware Encryption The My Passport for Mac drive's built-in 256-bit AES hardware encryption with WD Security software helps keep your content private and safe.
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Title of Each Class of Securities Offered Maximum Aggregate Offering Price Amount of Registration Fee (1) Debt Securities $2,022,000 $234.35 (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. 333-202524 August 18, 2017 PRICING SUPPLEMENT (To Prospectus dated March 5, 2015, Prospectus Supplement dated March 5, 2015 and Equity Index Underlying Supplement dated March 5, 2015) Linked to the EURO STOXX 50 ® Index (the “Reference Asset”) ► 1.45x uncapped exposure to any positive return of the Reference Asset ► Protection from the first 25% of any losses of the Reference Asset ► 5 years maturity ► All payments on the securities are subject to the credit risk of HSBC USA Inc. The Leveraged Buffered Uncapped Market Participation Securities TM (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 this pricing supplement in market-making transactions in any securities after their initial sale. Unless we or our agent inform 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-10 of this pricing supplement.
Investment in the securities involves certain risks. You should refer to “Risk Factors” beginning on page PS-5 of this document, page S-1 of the accompanying prospectus supplement and page S-2 of the accompanying Equity Index Underlying Supplement. The Estimated Initial Value of the securities on the Pricing Date is $941.00 per security, which is less than the price to public. The market value of the securities at any time will reflect many factors and cannot be predicted with accuracy. See “Estimated Initial Value” on page PS-2 and “Risk Factors” beginning on page PS-5 of this document for additional information.
Price to Public Underwriting Discount (1) Proceeds to Issuer Per security $1,000.00 $30.00 $970.00 Total $2,022,000.00 $60,660.00 $1,961,340.00 (1) HSBC USA Inc. Or one of our affiliates may pay varying underwriting discounts of up to 3.00% and structuring fees of up to 0.50% per $1,000 Principal Amount in connection with the distribution of the securities to other registered broker-dealers. In no case will the sum of the underwriting discounts and structuring fees exceed 3.50% per $1,000 Principal Amount. See “Supplemental Plan of Distribution (Conflicts of Interest)” on page PS-10 of this pricing supplement The Securities: Are Not FDIC Insured Are Not Bank Guaranteed May Lose Value. HSBC USA Inc. Leveraged Buffered Uncapped Market Participation Securities TM Linked to the EURO STOXX 50 ® Index This pricing supplement relates to a single offering of Leveraged Buffered Uncapped Market Participation Securities TM.

The securities will have the terms described in this pricing supplement and the accompanying prospectus, prospectus supplement and Equity Index Underlying Supplement. If the terms of the securities offered hereby are inconsistent with those described in the accompanying prospectus, prospectus supplement, or Equity Index Underlying Supplement, the terms described in this pricing supplement 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 some or a significant portion (up to 75%) of your principal. This pricing supplement relates to an offering of securities linked to the performance of the EURO STOXX 50 ® Index (the “Reference Asset”). The purchaser of a security will acquire a senior unsecured debt security of HSBC USA Inc. 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 EURO STOXX 50 ® Index (Ticker: SX5E) Trade Date: August 18, 2017 Pricing Date: August 18, 2017 Original Issue Date: August 25, 2017 Final Valuation Date: August 22, 2022, subject to adjustment as described under “Additional Terms of the Notes—Valuation Dates” in the accompanying Equity Index Underlying Supplement. Maturity Date: August 25, 2022. 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: 145% (1.45x) 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, 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 (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, calculated as follows: $1,000 + $1,000 × (Reference Return + 25%). 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 5% loss and receive 95% of the Principal Amount, subject to the credit risk of HSBC. If the Reference Return is less than the Buffer Level, you will lose some or a significant portion (up to 75%) of your investment.
Buffer Level: -25% Initial Level: 3,446.03, which was 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 the Bloomberg Professional ® service page “SX5E ”, 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: 40435FCS4/US40435FCS48 Estimated Initial Value: The Estimated Initial Value of the securities is less than the price you pay to purchase the securities.
The Estimated Initial Value does not represent a minimum price at which we or any of our affiliates would be willing to purchase your securities in the secondary market, if any, at any time. See “Risk Factors — The Estimated Initial Value of the securities, which was determined by us on the Pricing Date, is less than the price to public and may differ from the market value of the securities in the secondary market, if any.”. GENERAL This pricing supplement 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. 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 5, 2015, the prospectus supplement dated March 5, 2015 and the Equity Index Underlying Supplement dated March 5, 2015. If the terms of the securities offered hereby are inconsistent with those described in the accompanying prospectus, prospectus supplement, 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-5 of this pricing supplement, page S-1 of the prospectus supplement and page S-2 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 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: 4 The Equity Index Underlying Supplement at: 4 The prospectus supplement at: 4 The prospectus at: 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, 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 (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, calculated as follows: $1,000 + $1,000 × (Reference Return + 25%). 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 5% loss and receive 95% 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 some or a significant portion (up to 75%) 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 STOXX Limited is the reference sponsor. INVESTOR SUITABILITY The securities may be suitable for you if: The securities may not be suitable for you if: 4 You seek an investment with an enhanced 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. 4 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 below the Buffer Level of -25%.
4 You are willing to forgo dividends or other distributions paid to holders of the stocks included in the Reference Asset. 4 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. 4 You do not seek current income from your investment. 4 You do not seek an investment for which there is an active secondary market. 4 You are willing to hold the securities to maturity. 4 You are comfortable with the creditworthiness of HSBC, as Issuer of the securities.
4 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. 4 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 -25%. 4 You seek an investment that provides full return of principal. 4 You prefer the lower risk, and therefore accept the potentially lower returns, of conventional debt securities with comparable maturities issued by HSBC or another issuer with a similar credit rating.
4 You prefer to receive the dividends or other distributions paid to holders of the stocks included in the Reference Asset. 4 You seek current income from your investment. 4 You seek an investment for which there will be an active secondary market.
4 You are unable or unwilling to hold the securities to maturity. 4 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-1 of the accompanying prospectus supplement and page S-2 of the accompanying Equity Index Underlying Supplement.
Investing in the securities is not equivalent to investing directly in any of the stocks included in 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 pricing supplement and the accompanying prospectus, prospectus supplement and Equity Index Underlying Supplement. The Estimated Initial Value of the securities, which was determined by us on the Pricing Date, is less than the price to public and may differ from the market value of the securities in the secondary market, if any. The Estimated Initial Value of the securities was calculated by us on the Pricing Date and is less than the price to public. The Estimated Initial Value reflects our internal funding rate, which is the borrowing rate we pay to issue market-linked securities, as well as the mid-market value of the embedded derivatives in the securities.
This internal funding rate is typically lower than the rate we would use when we issue conventional fixed or floating rate debt securities. As a result of the difference between our internal funding rate and the rate we would use when we issue conventional fixed or floating rate debt securities, the Estimated Initial Value of the securities may be lower if it were based on the prices at which our fixed or floating rate debt securities trade in the secondary market. In addition, if we were to use the rate we use for our conventional fixed or floating rate debt issuances, we would expect the economic terms of the securities to be more favorable to you. We determined the value of the embedded derivatives in the securities by reference to our or our affiliates’ internal pricing models.
These pricing models consider certain assumptions and variables, which can include volatility and interest rates. Different pricing models and assumptions could provide valuations for the securities that are different from our Estimated Initial Value. These pricing models rely in part on certain forecasts about future events, which may prove to be incorrect. The Estimated Initial Value does not represent a minimum price at which we or any of our affiliates would be willing to purchase your securities in the secondary market (if any exists) at any time. The price of your securities in the secondary market, if any, immediately after the Pricing Date will be less than the price to public. The price to public takes into account certain costs. These costs, which will be used or retained by us or one of our affiliates, include the underwriting discount, our affiliates’ projected hedging profits (which may or may not be realized) for assuming risks inherent in hedging our obligations under the securities and the costs associated with structuring and hedging our obligations under the securities.
If you were to sell your securities in the secondary market, if any, the price you would receive for your securities may be less than the price you paid for them because secondary market prices will not take into account these costs. The price of your securities in the secondary market, if any, at any time after issuance will vary based on many factors, including the level of the Reference Asset and changes in market conditions, and cannot be predicted with accuracy.
The securities are not designed to be short-term trading instruments, and you should, therefore, be able and willing to hold the securities to maturity. Any sale of the securities prior to maturity could result in a loss to you. If we were to repurchase your securities immediately after the Original Issue Date, the price you receive may be higher than the Estimated Initial Value of the securities.
Assuming that all relevant factors remain constant after the Original Issue Date, the price at which HSBC Securities (USA) Inc. May initially buy or sell the securities in the secondary market, if any, and the value that we may initially use for customer account statements, if we provide any customer account statements at all, may exceed the Estimated Initial Value on the Pricing Date for a temporary period expected to be approximately 12 months after the Original Issue Date. This temporary price difference may exist because, in our discretion, we may elect to effectively reimburse to investors a portion of the estimated cost of hedging our obligations under the securities and other costs in connection with the securities that we will no longer expect to incur over the term of the securities. We will make such discretionary election and determine this temporary reimbursement period on the basis of a number of factors, including the tenor of the securities and any agreement we may have with the distributors of the securities. The amount of our estimated costs which we effectively reimburse to investors in this way may not be allocated ratably throughout the reimbursement period, and we may discontinue such reimbursement at any time or revise the duration of the reimbursement period after the Original Issue Date of the securities based on changes in market conditions and other factors that cannot be predicted. 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 of interest may exist. 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. Risks associated with non-U.S.
The level of the Reference Asset depends upon the stocks of companies located within the Eurozone, and thus involve risks associated with the home countries of those non-U.S. Companies, some of which are and have been experiencing economic stress. The prices of these non-U.S. Stocks may be affected by political, economic, financial and social factors in the home country of each applicable company, including changes in that country’s government, economic and fiscal policies, currency exchange laws or other laws or restrictions, which could affect the value of the securities. These foreign securities may have less liquidity and could be more volatile than many of the securities traded in U.S. Or other securities markets. Direct or indirect government intervention to stabilize the relevant foreign securities markets, as well as cross shareholdings in foreign companies, may affect trading levels or prices and volumes in those markets.
The other special risks associated with foreign securities may include, but are not limited to: less liquidity and smaller market capitalizations; less rigorous regulation of securities markets; different accounting and disclosure standards; governmental interference; currency fluctuations; higher inflation; and social, economic and political uncertainties. These factors may adversely affect the performance of the Reference Asset and, as a result, the value of the securities. The securities will not be adjusted for changes in exchange rates.
Although the equity securities that comprise the Reference Asset are traded in euro, and your securities are denominated in U.S. Dollars, the amount payable on your securities at maturity, if any, will not be adjusted for changes in the exchange rates between the U.S. Dollar and the euro. Changes in exchange rates, however, may also reflect changes in the applicable non-U.S.
Economies that in turn may affect the level of the Reference Asset, and therefore your securities. The amount we pay in respect of your securities on the maturity date, if any, will be determined solely in accordance with the procedures described in this pricing supplement. ILLUSTRATIVE EXAMPLES The following table and examples are provided for illustrative purposes only and are hypothetical. They do not purport to be representative of every possible scenario concerning increases or decreases in the level of the Reference Asset relative to its Initial Level. We cannot predict the Final Level. The assumptions we have made in connection with the illustrations set forth below may not reflect actual events, and the hypothetical Initial Level used in the table and examples below is not the actual Initial Level. 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 Payment at Maturity on a $1,000 investment in the securities for a hypothetical range of Reference Returns from -100% to +100%. The following results are based solely on the assumptions outlined below.
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The “Hypothetical Return on the Securities” as used below is the number, expressed as a percentage, that results from comparing the Final Settlement Value per $1,000 Principal Amount 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 are based on the following terms: 4 Principal Amount: $1,000 4 Hypothetical Initial Level: 3,000.00 4 Upside Participation Rate: 145% 4 Buffer Level: -25% The actual Initial Level is set forth on page PS-2 of this pricing supplement. 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 3,000.00 to a Final Level of 3,300.00.
Reference Return: 10.00% Final Settlement Value: $1,145.00 Because the Reference Return is positive, the Final Settlement Value would be $1,145.00 per $1,000 Principal Amount, calculated as follows: $1,000 + ($1,000 × Reference Return × Upside Participation Rate) = $1,000 + ($1,000 × 10.00% × 145%) = $1,145.00 Example 1 shows that you will receive the return of your principal investment plus a return equal to the Reference Return multiplied by the Upside Participation Rate of 145% when the Reference Asset appreciates. Example 2: The level of the Reference Asset decreases from the Initial Level of 3,000.00 to a Final Level of 2,850.00. 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 -25%, the Final Settlement Value would be $1,000.00 per $1,000 Principal Amount (a zero return). Example 3: The level of the Reference Asset decreases from the Initial Level of 3,000.00 to a Final Level of 1,500.00. Reference Return: -50.00% Final Settlement Value: $750.00 Because the Reference Return is less than the Buffer Level of -25%, the Final Settlement Value would be $750.00 per $1,000 Principal Amount, calculated as follows: $1,000 + $1,000 × (Reference Return + 25%) = $1,000 + $1,000 × (-50.00% + 25%) = $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 -25%. You will lose some or a significant portion (up to 75%) of your investment.
DESCRIPTION OF THE REFERENCE ASSET EURO STOXX 50 ® Index The Reference Asset is composed of 50 stocks from the Eurozone (Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal and Spain) portion of the STOXX Europe 600 Supersector indices. The STOXX Europe 600 Supersector indices contain the 600 largest stocks traded on the major exchanges of 18 European countries and are organized into the following 19 Supersectors: automobiles & parts; banks; basic resources; chemicals; construction & materials; financial services; food & beverage; health care; industrial goods & services; insurance; media; oil & gas; personal & household goods; real estate; retail; technology; telecommunications; travel & leisure and utilities. For more information about the Reference Asset, see “The EURO STOXX 50 ® Index” beginning on page S-11 of the accompanying Equity Index Underlying Supplement. Historical Performance of the Reference Asset The following graph sets forth the historical performance of the Reference Asset based on the daily historical closing levels from January 1, 2008 through August 18, 2017.
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 Reference Asset should not be taken as an indication of future performance, and no assurance can be given as to the Official Closing Level of the Reference Asset on the Final Valuation Date. EVENTS OF DEFAULT AND ACCELERATION If the securities have become immediately due and payable following an Event of Default (as defined in the accompanying prospectus) with respect to the securities, the calculation agent will determine the accelerated payment due and payable at maturity in the same general manner as described in “Payment at Maturity” in this pricing supplement. In that case, the scheduled trading day immediately preceding the date of acceleration will be used as the Final Valuation Date for purposes of determining the Reference Return, and the accelerated maturity date will be three business days after the accelerated Final Valuation Date. If a Market Disruption Event exists with respect to the Reference Asset on that scheduled trading day, then the accelerated Final Valuation Date for the Reference Asset will be postponed for up to five scheduled trading days (in the same manner used for postponing the originally scheduled Final Valuation Date).
The accelerated maturity date will also be postponed by an equal number of business days. If the securities have become immediately due and payable following an Event of Default, you will not be entitled to any additional payments with respect to the securities. For more information, see “Description of Debt Securities — Senior Debt Securities — Events of Default” in the accompanying prospectus. SUPPLEMENTAL PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST) We have appointed HSBC Securities (USA) Inc., an affiliate of HSBC, as the agent for the sale of the securities.
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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 this pricing supplement, for distribution to other registered broker-dealers, or will offer the securities directly to investors. HSBC Securities (USA) Inc. Will offer the securities 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 3.00% and structuring fees of up to 0.50% per $1,000 Principal Amount in connection with the distribution of the securities to other registered broker-dealers.
In no case will the sum of the underwriting discounts and structuring fees exceed 3.50% 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 securities. 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 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-59 in the prospectus supplement. Delivery of the securities will be made against payment for the securities on or about the Original Issue Date set forth above, which is more than three business days following the Trade Date. Under Rule 15c6-1 under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days, unless the parties to that trade expressly agree otherwise.
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Accordingly, purchasers who wish to trade the securities more than three business days prior to the Original Issue Date will be required to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement, and should consult their own advisors. 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 the Reference Asset 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 the Reference Asset were so treated, certain adverse U.S.
Federal income tax consequences might apply. You should refer to information filed with the SEC and other authorities by the entities whose stock is included in the Reference Asset and consult your tax advisor regarding the possible consequences to you if one or more of the entities whose stock is included in the Reference Asset is or becomes a PFIC or a USRPHC. Under current law, while the matter is not entirely clear, individual non-U.S. Holders, and entities whose property is potentially includible in those individuals’ gross estates for U.S. Federal estate tax purposes (for example, a trust funded by such an individual and with respect to which the individual has retained certain interests or powers), should note that, absent an applicable treaty benefit, the securities are likely to be treated as U.S. Situs property, subject to U.S.
Federal estate tax. These individuals and entities should consult their own tax advisors regarding the U.S. Federal estate tax consequences of investing in the securities. A “dividend equivalent” payment is treated as a dividend from sources within the United States and such payments generally would be subject to a 30% U.S.
Withholding tax if paid to a non-U.S. Treasury Department regulations, payments (including deemed payments) with respect to equity-linked instruments (“ELIs”) that are “specified ELIs” may be treated as dividend equivalents if such specified ELIs reference an interest in an “underlying security,” which is generally any interest in an entity taxable as a corporation for U.S.
Federal income tax purposes if a payment with respect to such interest could give rise to a U.S. Source dividend. However, U.S.
Treasury regulations provide that withholding on dividend equivalent payments will not apply to specified ELIs that are not delta-one instruments and that are issued before January 1, 2018. Based on the Issuer’s determination that the securities are not “delta-one” instruments, non-U.S. Holders should not be subject to withholding on dividend equivalent payments, if any, under the securities. However, it is possible that the securities could be treated as deemed reissued for U.S. Federal income tax purposes upon the occurrence of certain events affecting the Reference Asset or the securities, and following such occurrence the securities could be treated as subject to withholding on dividend equivalent payments.
Holders that enter, or have entered, into other transactions in respect of the Reference Asset or the securities should consult their tax advisors as to the application of the dividend equivalent withholding tax in the context of the securities and their other transactions. If any payments are treated as dividend equivalents subject to withholding, we (or the applicable paying agent) would be entitled to withhold taxes without being required to pay any additional amounts with respect to amounts so withheld. Additionally, the IRS has announced that withholding under the Foreign Account Tax Compliance Act (as discussed in the accompanying prospectus supplement) on payments of gross proceeds from a sale, exchange, redemption or other disposition of the securities will only apply to dispositions after December 31, 2018.
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 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 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 pricing supplement, the accompanying Equity Index Underlying Supplement, prospectus supplement and prospectus is correct on any date after their respective dates. HSBC USA Inc. $2,022,000 Leveraged Buffered Uncapped Market Participation Securities TM Linked to the EURO STOXX 50 ® Index August 18, 2017 PRICING SUPPLEMENT Pricing Supplement General PS-3 Payment at Maturity PS-3 Investor Suitability PS-4 Risk Factors PS-5 Illustrative Examples PS-8 Description of the Reference Asset PS-10 Events of Default and Acceleration PS-10 Supplemental Plan of Distribution (Conflicts of Interest) PS-10 U.S. 424B2 2 v473801424b2.pdf PRICING SUPPLEMENT begin 644 v473801424b2.pdf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