Form 424B2 Hsbc Usa Inc /md/

Prospectus [Rule 424(b)(2)]

Published: 2019-09-20 16:01:59
Submitted: 2019-09-20
tv529797_424b2.htm PRICING SUPPLEMENT


> ENT> 424B2 1 tv529797_424b2.htm PRICING SUPPLEMENT

 

Title of Each Class of
Securities Offered
  Maximum Aggregate
Offering Price
  Amount of
Registration Fee(1)
Debt Securities   $739,000.00   $89.57

 

(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. 333-223208

September 18, 2019

PRICING SUPPLEMENT

(To Prospectus dated February 26, 2018,

Prospectus Supplement dated February 26, 2018 and

Stock-Linked Underlying Supplement dated February 26, 2018)

 

 

 

Linked to the Least Performing of Chevron Corporation, The Goldman Sachs Group, Inc. and Microsoft Corporation

 

Quarterly Contingent Coupon payments at a rate of 2.25% (equivalent to 9.00% per annum), payable if the closing price of each Underlying on the applicable Coupon Observation Date is greater than or equal to 60.00% of its Initial Price

 

Callable quarterly at the principal amount plus the applicable Contingent Coupon on any Call Observation Date on or after March 18, 2020 if the closing price of each Underlying is at or above its Initial Price

 

If the Notes are not called and the Least Performing Underlying declines by more than 40.00%, there is full exposure to declines in the Least Performing Underlying, and you will lose all or a portion of your principal amount.

 

15 months term if not called prior to maturity

 

All payments on the notes are subject to the credit risk of HSBC USA Inc.

  

The Autocallable Contingent Income Barrier Notes (each a “Note” and collectively the “Notes”) offered hereunder will not be listed on any securities exchange or automated quotation system.

 

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Notes or passed upon the accuracy or the adequacy of this document, the accompanying prospectus, prospectus supplement or Stock-Linked Underlying Supplement. Any representation to the contrary is a criminal offense.

 

We have appointed HSBC Securities (USA) Inc., an affiliate of ours, as the agent for the sale of the Notes. HSBC Securities (USA) Inc. will purchase the Notes from us for distribution to other registered broker-dealers or will offer the Notes directly to investors. In addition, HSBC Securities (USA) Inc. or another of its affiliates or agents may use this pricing supplement in market-making transactions in any Notes after their initial sale. Unless we or our agent 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-15 of this document.

 

Investment in the Notes involves certain risks. You should refer to “Risk Factors” beginning on page PS-6 of this document, page S-1 of the accompanying prospectus supplement and page S-1 of the accompanying Stock-Linked Underlying Supplement.

 

The Estimated Initial Value of the Notes on the Pricing Date is $967.70 per Note, which is less than the price to public. The market value of the Notes at any time will reflect many factors and cannot be predicted with accuracy. See “Estimated Initial Value” on page PS-3 and “Risk Factors” beginning on page PS-6 of this document for additional information.

 

  Price to Public Underwriting Discount1 Proceeds to Issuer
Per security $1,000 $12.50 $987.50
Total $739,000 $9,237.50 $729,762.50

 

1HSBC USA Inc. or one of our affiliates may pay varying underwriting discounts of up to 1.25% and referral fees of up to 0.25% per $1,000 Principal Amount of Notes in connection with the distribution of the Notes to other registered broker-dealers. In no case will the sum of the underwriting discounts and referral fees exceed 1.50% per $1,000 Principal Amount. See “Supplemental Plan of Distribution (Conflicts of Interest)” on page PS-15 of this document.

 

The Notes:

Are Not FDIC Insured Are Not Bank Guaranteed May Lose Value

 

 

 

 

 

 

HSBC USA Inc.

Autocallable Contingent Income Barrier Notes

 

 

This document relates to a single offering of Autocallable Contingent Income Barrier Notes. The Notes will have the terms described in this document and the accompanying prospectus supplement, prospectus and Stock-Linked Underlying Supplement. If the terms of the Notes offered hereby are inconsistent with those described in the accompanying prospectus supplement, prospectus or Stock-Linked Underlying Supplement, the terms described in this document shall control.

 

This document relates to an offering of Notes linked to the Reference Asset. The purchaser of a Note will acquire a senior unsecured debt security of HSBC USA Inc. as described below. The following key terms relate to the offering of Notes:

 

Issuer: HSBC USA Inc.
Principal Amount: $1,000 per Note
Reference Asset: The common stock of Chevron Corporation (NYSE: CVX), The Goldman Sachs Group, Inc. (NYSE: GS) and Microsoft Corporation (Nasdaq: MSFT) (each an “Underlying” and together the “Underlyings”)
Trade Date: September 18, 2019
Pricing Date: September 18, 2019
Original Issue Date: September 23, 2019
Final Valuation Date: December 18, 2020, subject to adjustment as described under “Additional Terms of the Notes―Valuation Dates” in the accompanying Stock-Linked Underlying Supplement.
Maturity Date: December 23, 2020. 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 Stock-Linked Underlying Supplement.
Call Feature: If the Official Closing Price of each Underlying is at or above its Initial Price on any Call Observation Date beginning on March 18, 2020, the Notes will be automatically called, and you will receive a cash payment, per $1,000 Principal Amount of Notes, equal to the Principal Amount plus the applicable Contingent Coupon on the corresponding Call Payment Date.

Coupon Observation and Coupon Observation Dates   Coupon Payment Dates  
Payment Dates: December 18, 2019   December 23, 2019  
  March 18, 2020   * March 23, 2020   **
  June 18, 2020   * June 23, 2020   **
  September 18, 2020   * September 23, 2020   **
  December 18, 2020
(the Final Valuation Date)
  * December 23, 2020
(the Maturity Date)
  **

 

 

*These Coupon Observation Dates are also Call Observation Dates

 

**These Coupon Payment Dates are also Call Payment Dates

 

Each subject to postponement as described under “Additional Terms of the Notes—Valuation Dates” and “Additional Terms of the Notes—Coupon Payment Dates, Call Payment Dates and Maturity Date” in the accompanying Stock-Linked Underlying Supplement.

Contingent Coupon:

If the Official Closing Price of each of the Underlyings is greater than or equal to its Coupon Trigger on a Coupon Observation Date, you will receive the Contingent Coupon of $22.50 per $1,000 in Principal Amount on the applicable Coupon Payment Date.

 

If the Official Closing Price of any Underlying is less than its Coupon Trigger on a Coupon Observation Date, the Contingent Coupon applicable to such Coupon Observation Date will not be payable and we will not make any payment to you on the relevant Coupon Payment Date.

 

You may not receive any Contingent Coupon Payments over the term of the Notes.

Contingent Coupon Rate: 2.25% per quarter (equivalent to 9.00% per annum)
Coupon Trigger and Barrier Price: $74.508 with respect to CVX, $130.248 with respect to GS and $83.112 with respect to MSFT, each of which is 60.00% of its Initial Price.

 

  PS-2  

 

 

Payment at Maturity: Unless the Notes are automatically called, on the Maturity Date, for each $1,000 Principal Amount of Notes, we will pay you the Final Settlement Value.
Final Settlement Value:

Unless the Notes are automatically called, for each $1,000 Principal Amount, you will receive a cash payment on the Maturity Date, calculated as follows:

 

n If the Reference Return of each Underlying is greater than or equal to -40.00%:

 

$1,000 + final Contingent Coupon.

 

n If the Reference Return of any Underlying is less than -40.00%:

 

$1,000 + ($1,000 × Reference Return of the Least Performing Underlying).

 

If the Notes are not called prior to maturity and the Final Price of the Least Performing Underlying is less than its Barrier Price, you may lose up to 100% of the Principal Amount. Even with any Contingent Coupons, your return on the Notes will be negative in this case.

Least Performing Underlying: The Underlying with the lowest Reference Return.

Reference Return:

 

 

 

With respect to each Underlying, the quotient, expressed as a percentage, calculated as follows:

 

Final Price – Initial Price

Initial Price

Initial Price: $124.18 with respect to CVX, $217.08 with respect to GS and $138.52 with respect to MSFT, each of which was its Official Closing Price on the Pricing Date.
Final Price: With respect to each Underlying, its Official Closing Price on the Final Valuation Date.
CUSIP/ISIN: 40435UXV1 / US40435UXV15
Form of Notes: Book-Entry
Listing: The Notes will not be listed on any securities exchange or quotation system.
Estimated Initial Value: The Estimated Initial Value of the Notes is less than the price you pay to purchase the Notes. The Estimated Initial Value does not represent a minimum price at which we or any of our affiliates would be willing to purchase your Notes in the secondary market, if any, at any time. See “Risk Factors — The Estimated Initial Value of the Notes, 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 Notes in the secondary market, if any.”

 

  PS-3  

 

 

GENERAL

 

This document relates to the offering of Notes. The purchaser of a Note will acquire a senior unsecured debt security of HSBC USA Inc. Although the offering of Notes relates to the Underlyings, you should not construe that fact as a recommendation as to the merits of acquiring an investment in any of the Underlyings or as to the suitability of an investment in the Notes.

 

You should read this document together with the prospectus dated February 26, 2018, the prospectus supplement dated February 26, 2018 and the Stock-Linked Underlying Supplement dated February 26, 2018. If the terms of the Notes offered hereby are inconsistent with those described in the accompanying prospectus supplement, prospectus or Stock-Linked Underlying Supplement, the terms described in this document shall control. You should carefully consider, among other things, the matters set forth in “Risk Factors” beginning on page PS-6 of this document, beginning on page S-1 of the prospectus supplement and beginning on page S-1 of the Stock-Linked Underlying Supplement, as the Notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the Notes. As used herein, references to the “Issuer”, “HSBC”, “we”, “us” and “our” are to HSBC USA Inc.

 

HSBC has filed a registration statement (including a prospectus, prospectus supplement and Stock-Linked Underlying Supplement) with the SEC for the offering to which this document relates. Before you invest, you should read the prospectus, prospectus supplement and Stock-Linked Underlying Supplement in that registration statement and other documents HSBC has filed with the SEC for more complete information about HSBC and this offering. You may get these documents for free by visiting EDGAR on the SEC’s web site at sec.report. Alternatively, HSBC Securities (USA) Inc. or any dealer participating in this offering will arrange to send you the prospectus, prospectus supplement and Stock-Linked Underlying Supplement if you request them by calling toll-free 1-866-811-8049.

 

You may also obtain:

 

4 Stock-Linked Underlying Supplement at: https://sec.report/Document/83246/000114420418010772/tv486721_424b2.htm

 

4 The prospectus supplement at: https://sec.report/Document/83246/000114420418010762/tv486944_424b2.htm

 

4 The prospectus at: https://sec.report/Document/83246/000114420418010720/tv487083_424b3.htm

 

PAYMENT ON THE NOTES

 

Call Feature

 

If the Official Closing Price of each Underlying is at or above its Initial Price on any Call Observation Date beginning on March 18, 2020, the Notes will be automatically called, and you will receive a cash payment, per $1,000 Principal Amount of Notes, equal to the Principal Amount plus the applicable Contingent Coupon on the corresponding Call Payment Date.

 

Contingent Coupon

 

We will pay a quarterly Contingent Coupon payment on a Coupon Payment Date if the Official Closing Price of each Underlying on the applicable Coupon Observation Date is greater than or equal to its Coupon Trigger. Otherwise, no coupon will be paid on such Coupon Payment Date. For information regarding the record dates applicable to the Contingent Coupons payable on the Notes, please see the section entitled “Description of Notes—Interest and Principal Payments—Recipients of Interest Payments” beginning on page S-14 in the accompanying prospectus supplement. The Contingent Coupon Rate will be 9.00% per annum (or $22.50 per $1,000 in Principal Amount per quarter, if payable).

 

Maturity

 

Unless the Notes are automatically called, on the Maturity Date and for each $1,000 Principal Amount of Notes, you will receive a cash payment equal to the Final Settlement Value determined as follows:

 

n If the Reference Return of each Underlying is greater than or equal to -40.00%:

 

$1,000 + final Contingent Coupon

 

n If the Reference Return of any Underlying is less than -40.00%:

 

$1,000 + ($1,000 × Reference Return of the Least Performing Underlying).

 

If the Notes are not called prior to maturity and the Final Price of the Least Performing Underlying is less than its Barrier Price, you may lose up to 100% of the Principal Amount. Even with any Contingent Coupons, your return on the Notes will be negative in this case.

 

Calculation Agent

 

We or one of our affiliates will act as calculation agent with respect to the Notes.

 

 

  PS-4  

 

 

INVESTOR SUITABILITY

 

The Notes may be suitable for you if:

 

4 You believe that the Official Closing Price of each Underlying will be at or above its Coupon Trigger on most or all of the Coupon Observation Dates, and the Final Price of the Least Performing Underlying will be at or above its Barrier Price.

 

4 You seek a quarterly Contingent Coupon, based on the performance of the Underlyings, that will be paid at the Contingent Coupon Rate of 9.00% per annum if the Official Closing Price of each Underlying is greater than or equal to its Coupon Trigger on the applicable Coupon Observation Date.

 

4 You are willing to invest in the Notes based on the fact that your maximum potential return is any Contingent Coupons payable on the Notes.

 

4 You do not seek an investment that provides an opportunity to participate in the appreciation the Underlyings.

 

4 You are willing to make an investment that is exposed to the potential downside performance of the Underlyings on a 1-to-1 basis if the Reference Return of each Underlying is less than -40.00%.

 

4 You are willing to lose up to 100% of the Principal Amount.

 

4 You are willing to hold the Notes that will be automatically called on any Call Observation Date beginning on March 18, 2020 on which the Official Closing Price of each Underlying is at or above its Initial Price, or you are otherwise willing to hold the Notes to maturity.

 

4 You are willing to forgo guaranteed interest payments on the Notes, and dividends or other distributions paid on the Underlyings.

 

4 You do not seek an investment for which there will be an active secondary market.

 

4 You are willing to accept the risk and return profile of the Notes versus a conventional debt security with a comparable maturity issued by HSBC or another issuer with a similar credit rating.

 

4 You are comfortable with the creditworthiness of HSBC, as Issuer of the Notes.

 

 

The Notes may not be suitable for you if:

 

4 You believe that the Official Closing Price of one Underlying will be below its Coupon Trigger on most or all the Coupon Observation Dates, including the Final Valuation Date, and the Final Price of the Least Performing Underlying will be below its Barrier Price.

 

4 You believe that the Contingent Coupon, if any, will not provide you with your desired return.

 

4 You are unwilling to invest in the Notes based on the fact that your maximum potential return is any Contingent Coupons payable on the Notes.

 

4 You seek an investment that provides an opportunity to participate in the appreciation of the Underlyings.

 

4 You are unwilling to make an investment that is exposed to the potential downside performance of the Underlyings on a 1-to-1 basis if the Reference Return of the Least Performing Underlying is less than -40.00%.

 

4 You seek an investment that provides full return of principal at maturity.

 

4 You are unable or unwilling to hold the Notes that will be automatically called on any Call Observation Date beginning on March 18, 2020 on which the Official Closing Price of each Underlying is at or above its Initial Price, or you are otherwise unable or unwilling to hold the Notes to maturity.

 

4 You prefer to receive guaranteed periodic interest payments on the Notes, or the dividends or other distributions paid on the Underlyings.

 

4 You seek an investment for which there will be an active secondary market.

 

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 are not willing or are unable to assume the credit risk associated with HSBC, as Issuer of the Notes.

 

 

 

  PS-5  

 

 

RISK FACTORS

 

We urge you to read the section “Risk Factors” beginning on page S-1 in the accompanying prospectus supplement and beginning on page S-1 of the accompanying Stock-Linked Underlying Supplement. Investing in the Notes is not equivalent to investing directly in any of the Underlyings. You should understand the risks of investing in the Notes and should reach an investment decision only after careful consideration, with your advisors, of the suitability of the Notes in light of your particular financial circumstances and the information set forth in this document and the accompanying prospectus, prospectus supplement and Stock-Linked Underlying Supplement.

 

In addition to the risks discussed below, you should review “Risk Factors” in the accompanying prospectus supplement and Stock-Linked Underlying Supplement including the explanation of risks relating to the Notes described in the following sections:

 

4 “—Risks Relating to All Note Issuances” in the prospectus supplement; and

 

4 “—General Risks Related to Reference Stocks” in the Stock-Linked Underlying Supplement.

 

You will be subject to significant risks not associated with conventional fixed-rate or floating-rate debt securities.

 

The Notes do not guarantee any return of principal and you may lose your entire initial investment.

 

The Notes do not guarantee any return of principal. The Notes differ from ordinary debt securities in that we will not pay you 100% of the Principal Amount of your Notes if the Notes are not automatically called and the Final Price of the Least Performing Underlying is less than its Barrier Price. In this case, the Payment at Maturity you will be entitled to receive will be less than the Principal Amount of the Notes and you will lose 1% for each 1% that the Final Price of the Least Performing Underlying is less than its Initial Price. You may lose up to 100% of your investment at maturity. Even with any Contingent Coupons, your return on the Notes will be negative in this case.

 

You may not receive any Contingent Coupons.

 

We will not necessarily make periodic coupon payments on the Notes. If the Official Closing Price of each Underlying on a Coupon Observation Date is less than its Coupon Trigger, we will not pay you the Contingent Coupon applicable to that Coupon Observation Date. If on each of the Coupon Observation Dates, the Official Closing Price of each Underlying is less than its Coupon Trigger, we will not pay you any Contingent Coupons during the term of, and you will not receive a positive return on, the Notes. Generally, this non-payment of the Contingent Coupon coincides with a period of greater risk of principal loss on the Notes.

 

Your return on the Notes is limited to the principal amount plus the Contingent Coupons, if any, regardless of any appreciation in the price of the Underlyings.

 

For each $1,000 in principal amount of the Notes, you will receive $1,000 at maturity plus the final Contingent Coupon if the Final Price of the Least Performing Underlying is equal to or greater than its Barrier Price, regardless of any appreciation in the prices of the Underlyings, which may be significant. Accordingly, the return on the Notes may be significantly less than the return on a direct investment in the Underlyings during the term of the Notes.

 

You are exposed to the market risk of all of the Underlyings, with respect to both the Contingent Coupons, if any, and the payment at maturity, if any.

 

Your return on the Notes is not linked to a basket consisting of the 3 equity securities. Rather, it will be contingent upon the independent performance of each Underlying. Unlike an instrument with a return linked to a basket of underlying assets, in which risk is potentially mitigated and diversified among all the components of the basket, you will be exposed to the risks related to all of the Underlyings. Poor performance by any Underlying over the term of the Notes may negatively affect your return and will not be offset or mitigated by any positive performance by the other Underlyings. To receive any contingent coupons, each Underlying must close at or above their respective Coupon Triggers on the applicable Coupon Observation Date. In addition, if any Underlying has decreased to below its respective Barrier Price as of the Final Valuation Date, you will be fully exposed to the decrease in the Least Performing Underlying on a 1 to 1 basis, even if the other Underlyings have appreciated. Under this scenario, the payment at maturity will be less than 60.00% of the Principal Amount and could be zero. Accordingly, your investment is subject to the market risk of each of the Underlyings.

 

Because the Notes are linked to the performance of the Least Performing Underlying, you are exposed to greater risks of receiving no Contingent Coupons and sustaining a significant loss on your investment than if the Notes were linked to just one Underlying. 

 

The risk that you will not receive any Contingent Coupons, or that you will suffer a significant loss on your investment, is greater if you invest in the Notes as opposed to substantially similar securities that are linked to the performance of just one Underlying. With 3 Underlyings, it is more likely that one of the Underlyings will close below its respective Coupon Trigger on any Coupon Observation Date (including the Final Valuation Date) and below its respective Barrier Price on the Final Valuation Date, than if the Notes were linked to only one Underlying. Therefore, it is more likely that you will not receive any Contingent Coupons, and that you will suffer a significant

 

  PS-6  

 

 

loss on your investment. In addition, because each Underlying must close above its initial price on a quarterly Coupon Observation Date in order for the Notes to be called prior to maturity, the Notes are less likely to be called than if the Notes were linked to just one Underlying.

 

The Notes are subject to the credit risk of HSBC USA Inc.

 

The Notes are senior unsecured debt obligations of the Issuer, HSBC, and are not, either directly or indirectly, an obligation of any third party. As further described in the accompanying prospectus supplement and prospectus, the Notes will rank on par with all of the other unsecured and unsubordinated debt obligations of HSBC, except such obligations as may be preferred by operation of law. Any payments to be made on the Notes, including any Contingent Coupon and any return of principal at maturity or upon early redemption, as applicable, depends on the ability of HSBC to satisfy its obligations as they come due. As a result, the actual and perceived creditworthiness of HSBC may affect the market value of the Notes and, in the event HSBC were to default on its obligations, you may not receive the amounts owed to you under the terms of the Notes.

 

The Notes may be automatically called prior to the Maturity Date.

 

If the Notes are automatically called early, the holding period over which you may receive coupon payments could be as little as 6 months. There is no guarantee that you would be able to reinvest the proceeds from an investment in the Notes at a comparable return for a similar level of risk in the event the Notes are automatically called prior to the Maturity Date.

 

The Notes are not insured or guaranteed by any governmental agency of the United States or any other jurisdiction.

 

The Notes are not deposit liabilities or other obligations of a bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency or program of the United States or any other jurisdiction. An investment in the Notes is subject to the credit risk of HSBC, and in the event that HSBC is unable to pay its obligations as they become due, you may not receive the full Payment at Maturity on the Notes.

 

The Estimated Initial Value of the Notes, 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 Notes in the secondary market, if any.

 

The Estimated Initial Value of the Notes 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 Notes. This internal funding rate is typically lower than the rate we would pay 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 Notes 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 Notes to be more favorable to you. We determined the value of the embedded derivatives in the Notes 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 Notes 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 Notes in the secondary market (if any exists) at any time.

 

The price of your Notes 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 Notes, and the costs associated with structuring and hedging our obligations under the Notes. If you were to sell your Notes in the secondary market, if any, the price you would receive for your Notes 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 Notes in the secondary market, if any, at any time after issuance will vary based on many factors, including the price of the Underlyings and changes in market conditions, and cannot be predicted with accuracy. The Notes are not designed to be short-term trading instruments, and you should, therefore, be able and willing to hold the Notes to maturity. Any sale of the Notes prior to maturity could result in a loss to you.

 

If we were to repurchase your Notes immediately after the Original Issue Date, the price you receive may be higher than the Estimated Initial Value of the Notes.

 

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 Notes in the secondary market, if any, and the value that may initially be used for customer account statements, if any, may exceed the Estimated Initial Value on the Pricing Date for a temporary period expected to be approximately 3 months after the Original Issue Date. This temporary price difference may exist because, in our discretion, we may elect to effectively reimburse to

 

  PS-7  

 

 

investors a portion of the estimated cost of hedging our obligations under the Notes and other costs in connection with the Notes that we will no longer expect to incur over the term of the Notes. 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 Notes and any agreement we may have with the distributors of the Notes. 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 Notes based on changes in market conditions and other factors that cannot be predicted.

 

The amount payable on the Notes is not linked to the prices of the Underlyings at any time other than the Coupon Observation Dates, including the Final Valuation Date.

 

The payments on the Notes will be based on the Official Closing Prices of the Underlyings on the Coupon Observation Dates, including the Final Valuation Date, subject to postponement for non-trading days and certain market disruption events. Even if the price of any Underlying is greater than or equal to its Coupon Trigger during the term of the Notes other than on a Coupon Observation Date but then decreases on that Coupon Observation Date to a price that is less than its Coupon Trigger, the Contingent Coupon will not be payable for that Coupon Observation Date. Similarly, if the Notes are not called, even if the price of the Least Performing Underlying is greater than or equal to its Barrier Price during the term of the Notes other than on the Final Valuation Date but then decreases on the Final Valuation Date to a price that is less than its Barrier Price, the Payment at Maturity will be less, possibly significantly less, than it would have been had the Payment at Maturity been linked to the price of the Least Performing Underlying prior to such decrease. Although the actual prices of the Underlyings on the Maturity Date or at other times during the term of the Notes may be higher than their respective prices on the Coupon Observation Dates, whether each Contingent Coupon will be payable and the Payment at Maturity will be based solely on the Official Closing Prices of the Underlyings on the applicable Coupon Observation Dates.

 

The Notes lack liquidity.

 

The Notes will not be listed on any securities exchange. HSBC Securities (USA) Inc. is not required to offer to purchase the Notes in the secondary market, if any exists. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Notes easily. Because other dealers are not likely to make a secondary market for the Notes, the price at which you may be able to trade your Notes is likely to depend on the price, if any, at which HSBC Securities (USA) Inc. is willing to buy the Notes.

 

Potential conflicts of interest may exist.

 

An affiliate of HSBC has a minority equity interest in the owner of an electronic platform, through which we may make available certain structured investments offering materials. HSBC and its affiliates play a variety of roles in connection with the issuance of the Notes, including acting as calculation agent and hedging our obligations under the Notes. In performing these duties, the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as an investor in the Notes. We will not have any obligation to consider your interests as a holder of the Notes in taking any action that might affect the value of your Notes.

 

Uncertain tax treatment.

 

For a discussion of the U.S. federal income tax consequences of your investment in a Note, please see the discussion under “U.S. Federal Income Tax Considerations” herein and the discussion under “U.S. Federal Income Tax Considerations” in the accompanying prospectus supplement.

 

  PS-8  

 

 

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 price of any Underlying relative to its Initial Price. We cannot predict the Official Closing Price of any of the Underlyings on any Coupon Observation Date or the Final Valuation Date. The assumptions we have made in connection with the illustrations set forth below may not reflect actual events. You should not take this illustration or these examples as an indication or assurance of the expected performance of any of the Underlyings or return on the Notes.

 

The table and examples below illustrate how the Contingent Coupon and the Payment at Maturity would be calculated with respect to a $1,000 investment in the Notes, given a range of hypothetical performances of any Underlying. The hypothetical returns on the Notes below are numbers, expressed as percentages, that result from comparing the Payment at Maturity per $1,000 Principal Amount to $1,000. You should consider carefully whether the Notes are suitable to your investment goals. The numbers appearing in the following table and examples have been rounded for ease of analysis. The following table and examples are based on the following terms:

 

4     Principal Amount: $1,000
4     Hypothetical Initial Price $100.00*
4     Hypothetical Barrier Price: $60.00, 60.00% of the Initial Price
4     Hypothetical Coupon Trigger: $60.00, 60.00% of the Initial Price
4     Contingent Coupon Rate: 9.00% per annum (2.25% for each quarter in which it is payable). If the Official Closing Price of each Underlying on every Coupon Observation Date is greater than or equal to its Coupon Trigger, the Contingent Coupon paid over the term of the Notes would total $112.50 per $1,000 Principal Amount of the Notes.

 

* The hypothetical Initial Price of $100.00 used in the examples below has been chosen for illustrative purposes only and does not represent the actual Initial Price of any Underlying. The actual Initial Price of each Underlying is set forth on page PS-3 of this pricing supplement.

 

Summary of the Examples

 

  Notes Are Called on a Call
Observation Date
Notes Are Not Called on Any
Call Observation Date
  Example 1 Example 2 Example 3
Initial Price of each Underlying $100.00 $100.00 $100.00
Barrier Price of each Underlying $60.00 $60.00 $60.00
Coupon Trigger of each Underlying $60.00 $60.00 $60.00
Official Closing Price / Percentage Change of
the Least Performing Underlying on the:
 
First Coupon Observation Date $65.00/-35.00% $65.00/-35.00% $55.00/-45.00%
Second Coupon Observation Date $90.00/-10.00% $65.00/-35.00% $55.00/-45.00%
Third Coupon Observation Date $105.00/5.00% $70.00/-30.00% $50.00/-50.00%
Fourth Coupon Observation Date N/A $75.00/-25.00% $55.00/-45.00%
Final Valuation Date N/A $75.00/-25.00% $50.00/-50.00%
Contingent Coupon Payment Amounts Prior to
Maturity or Automatic Call
2 x $22.50 = $45.00 4 x $22.50= $90.00 0 x $22.50 = $0.00
Payment if Notes are Called $1,022.50 N/A N/A
Payment at Maturity N/A $1,022.50 $1,000 + ($1,000 x -50.00%) = $500.00
Return of the Notes 6.75% 11.25% -50.00%

 

  PS-9  

 

 

Example 1The Official Closing Price of each Underlying on the third Coupon Observation Date is greater than or equal to its Initial Price and each Underlying closed at or above its Coupon Trigger (but below its Initial Price) on the two prior Coupon Observation Dates.

 

Underlying   Initial Price   Final Price
CVX   $100.00   $130.00 (130.00% of Initial Price)
GS   $100.00   $120.00 (120.00% of Initial Price)
MSFT   $100.00   $105.00 (105.00% of Initial Price)

 

   
Payment Upon a Call: $1,022.50

 

Because the Official Closing Price of each Underlying on the third Coupon Observation Date is at or above its Initial Price, the Notes will be called and you will receive $1,022.50 per Note, reflecting the Principal Amount plus the Contingent Coupon. When added to the Contingent Coupon payments of $45.00 received in respect of the prior Coupon Observation Dates, we will have paid you a total of $1,067.50 per Note, resulting in a 6.75% return on the Notes.

 

Example 2The Notes are not called, the Final Price of the Least Performing Underlying is greater than or equal to its Barrier Price, and each Underlying closed at or above its Coupon Trigger (but below its Initial Price) on four of the Coupon Observation Dates prior to the Final Valuation Date.

 

Underlying   Initial Price   Final Price
CVX   $100.00   $110.00 (110.00% of Initial Price)
GS   $100.00   $75.00 (75.00% of Initial Price)
MSFT   $100.00   $90.00 (90.00% of Initial Price)

 

GS is the Least Performing Underlying.

 

   
Reference Return of the Least Performing Underlying: -25.00%
Payment at Maturity: $1,022.50

 

Because the Final Price of the Least Performing Underlying is greater than or equal to its Barrier Price, you will receive $1,000 per $1,000 in Principal Amount plus the final Contingent Coupon, calculated as follows:

 

Final Settlement Value = $1,000 + $22.50 = $1,022.50

 

When added to the Contingent Coupon payments of $90.00 received in respect of the prior Coupon Observation Dates, we will have paid you a total of $1,112.50 per Note, resulting in a 11.25% return on the Notes.

 

  PS-10  

 

 

Example 3The Notes are not called, the Final Price of the Least Performing Underlying is less than its Barrier Price, and the Underlyings did not all close at or above their respective Coupon Triggers on any Coupon Observation Date.

 

Underlying   Initial Price   Final Price
CVX   $100.00   $50.00 (50.00% of Initial Price)
GS   $100.00   $55.00 (55.00% of Initial Price)
MSFT   $100.00   $90.00 (90.00% of Initial Price)

 

CVX is the Least Performing Underlying.

 

   
Reference Return of the Least Performing Underlying: -50.00%
Payment at Maturity: $500.00

 

Because the Final Price of the Least Performing Underlying is less than its Barrier Price, you will receive $500.00 per $1,000 in Principal Amount, calculated as follows:

 

Final Settlement Value = $1,000 + ($1,000 x -50.00%) = $500.00

 

Because there’s no Contingent Coupon payment received in respect of the prior Coupon Observation Dates, we will pay you a total of $500.00, resulting in a -50.00% return on the Notes.

 

If the Notes are not called and the Final Price of the Least Performing Underlying is less than its Barrier Price, you will be exposed to any decrease in the price of the Least Performing Underlying on a 1:1 basis and could lose up to 100% of your principal at maturity.

 

  PS-11  

 

 

INFORMATION RELATING TO THE UNDERLYINGS

 

Description of Chevron Corporation

 

Chevron Corporation is an energy company with operations in countries located around the world. The company produces and transports crude oil and natural gas. Chevron also refines, markets, and distributes fuels, as well as is involved in chemical and mining operations, power generation, and energy services. Information filed by Chevron Corporation with the SEC under the Securities Exchange Act of 1934 (“Exchange Act”) can be located by reference to its SEC file number: 001-00368 or its CIK Code: 0000093410. Shares of this Underlying are listed and trade on the New York Stock Exchange (the “NYSE”) under the symbol “CVX.”

 

Historical Performance of the Reference Asset

 

The following graph sets forth the historical performance of this Underlying based on the daily historical closing prices from September 18, 2009 through September 18, 2019. We obtained the closing prices below from the Bloomberg Professional® service (“Bloomberg”). We have not undertaken any independent review of, or made any due diligence inquiry with respect to, the information obtained from Bloomberg.

 

 

 

  PS-12  

 

 

Description of The Goldman Sachs Group, Inc.

 

The Goldman Sachs Group, Inc., a bank holding company and a financial holding company, is a global investment banking, securities and investment management firm that provides financial services to a client base that includes corporations, financial institutions, governments and individuals. Information filed by The Goldman Sachs Group, Inc. with the SEC under the Exchange Act can be located by reference to its SEC file number: 001-14965 or its CIK Code: 0000886982. Shares of this Underlying are listed and trade on the NYSE under the symbol “GS.”

 

Historical Performance of the Reference Asset

 

The following graph sets forth the historical performance of this Underlying based on the daily historical closing prices from September 18, 2009 through September 18, 2019. We obtained the closing prices below from Bloomberg. We have not undertaken any independent review of, or made any due diligence inquiry with respect to, the information obtained from Bloomberg.

 

 

 

  PS-13  

 

 

Description of Microsoft Corporation

 

Microsoft Corporation develops, manufactures, licenses, sells, and supports software products. The company offers operating system software, server application software, business and consumer applications software, software development tools, and Internet and intranet software. Information filed by Microsoft Corporation with the SEC under the Exchange Act can be located by reference to its SEC file number: 001-37845 or its CIK Code: 0000789019. Shares of this Underlying are listed and trade on the Nasdaq Stock Market under the symbol “MSFT.”

 

Historical Performance of the Reference Asset

 

The following graph sets forth the historical performance of this Underlying based on the daily historical closing prices from September 18, 2009 through September 18, 2019. We obtained the closing prices below from Bloomberg. We have not undertaken any independent review of, or made any due diligence inquiry with respect to, the information obtained from Bloomberg.

 

 

 

  PS-14  

 

 

EVENTS OF DEFAULT AND ACCELERATION

 

If the Notes have become immediately due and payable following an Event of Default (as defined in the accompanying prospectus) with respect to the Notes, the calculation agent will determine the accelerated payment due and payable in the same general manner as described in this document except that in such a case, the scheduled trading day immediately preceding the date of acceleration will be used as the final Coupon Observation Date and the Final Valuation Date. If a market disruption event exists with respect to an Underlying on that scheduled trading day, then the accelerated Final Valuation Date 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 following the postponed accelerated Final Valuation Date. For the avoidance of doubt, if no market disruption event exists with respect to an Underlying on the scheduled trading day preceding the date of acceleration, the determination of such Underlying’s Final Price will be made on such date, irrespective of the existence of a market disruption event with respect to any other Underlyings occurring on such a date.

 

If the Notes have become immediately due and payable following an Event of Default, you will not be entitled to any additional payments with respect to the Notes. 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 Notes. Pursuant to the terms of a distribution agreement, HSBC Securities (USA) Inc. will purchase the Notes from HSBC at the price to public less the underwriting discount set forth on the cover page of this pricing supplement, for distribution to other registered broker-dealers or will offer the Notes directly to investors. HSBC Securities (USA) Inc. has offered the Notes at the price to public set forth on the cover page of this document. HSBC USA Inc. or one of our affiliates may pay varying underwriting discounts of up to 1.25% and referral fees of up to 0.25% per $1,000 Principal Amount in connection with the distribution of the Notes to other registered broker-dealers. In no case will the sum of the underwriting discounts and referral fees exceed 1.50% 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 Notes.

 

Delivery of the Notes will be made against payment for the Notes on the Original Issue Date set forth on the inside cover page of this document, which is more than two 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 two business days, unless the parties to that trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes more than two 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.

 

In addition, HSBC Securities (USA) Inc. or another of its affiliates or agents may use this pricing supplement in market-making transactions after the initial sale of the Notes, but is under no obligation to make a market in the Notes and may discontinue any market-making activities at any time without notice.

 

See “Supplemental Plan of Distribution (Conflicts of Interest)” on page S-61 in the prospectus supplement.

 

U.S. FEDERAL INCOME TAX CONSIDERATIONS

 

There is no direct legal authority as to the proper tax treatment of the Notes, and therefore significant aspects of the tax treatment of the Notes are uncertain as to both the timing and character of any inclusion in income in respect of the Notes. Under one approach, a Note should be treated as a contingent income-bearing pre-paid executory contract with respect to the Underlyings. We intend to treat the Notes consistent with this approach. Pursuant to the terms of the Notes, you agree to treat the Notes 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, Mayer Brown LLP, it is reasonable to treat a Note as a contingent income-bearing pre-paid executory contract with respect to the Underlyings. Because there are no statutory provisions, regulations, published rulings or judicial decisions addressing the characterization for U.S. federal income tax purposes of securities with terms that are substantially the same as those of the Notes, other characterizations and treatments are possible and the timing and character of income in respect of the Notes might differ from the treatment described herein. For example, the Notes could be treated as debt instruments that are “contingent payment debt instruments” for U.S. federal income tax purposes subject to the treatment described under the heading “U.S. Federal Income Tax Considerations — Tax Treatment of U.S. Holders — U.S. Federal Income Tax Treatment of the Notes as Indebtedness for U.S. Federal Income Tax Purposes — Contingent Notes” in the accompanying prospectus supplement.

  

  PS-15  

 

 

We will not attempt to ascertain whether any Underlying 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 any Underlying 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 Underlyings, and consult your tax advisor regarding the possible consequences to you if any Underlying is or becomes a PFIC or a USRPHC.

 

U.S. Holders. Please see the discussion under the heading “U.S. Federal Income Tax Considerations — Tax Treatment of U.S. Holders — Certain Notes Treated as a Put Option and a Deposit or an Executory Contract — Certain Notes Treated as Executory Contracts” in the accompanying prospectus supplement for further discussion of U.S. federal income tax considerations applicable to U.S. holders (as defined in the accompanying prospectus supplement). Pursuant to the approach discussed above, we intend to treat any gain or loss upon maturity or an earlier sale, exchange, or call as capital gain or loss in an amount equal to the difference between the amount you receive at such time (other than with respect to a Contingent Coupon) and your tax basis in the Note. Any such gain or loss will be long-term capital gain or loss if you have held the Note for more than one year at such time for U.S. federal income tax purposes. Your tax basis in a Note generally will equal your cost of the Note. In addition, the tax treatment of the Contingent Coupons is unclear. Although the tax treatment of the Contingent Coupons is unclear, we intend to treat any Contingent Coupon, including on the Maturity Date, as ordinary income includible in income by you at the time it accrues or is received in accordance with your normal method of accounting for U.S. federal income tax purposes.

 

Non-U.S. Holders. Please see the discussion under the heading “U.S. Federal Income Tax Considerations — Tax Treatment of Non-U.S. Holders” in the accompanying prospectus supplement for further discussion of U.S. federal income tax considerations applicable to non-U.S. holders (as defined in the accompanying prospectus supplement). Because the U.S. federal income tax treatment (including the applicability of withholding) of the Contingent Coupons is uncertain, the entire amount of the Contingent Coupons will be subject to U.S. federal income tax withholding at a 30% rate (or at a lower rate under an applicable income tax treaty). We will not pay any additional amounts in respect of such withholding.

 

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 Notes 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 Notes.

 

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. holder. Under 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, Internal Revenue Service guidance provides 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, 2021. Based on the Issuer’s determination that the Notes are not “delta-one” instruments, non-U.S. holders should not be subject to withholding on dividend equivalent payments, if any, under the Notes. However, it is possible that the Notes could be treated as deemed reissued for U.S. federal income tax purposes upon the occurrence of certain events affecting the Underlyings or the Notes, and following such occurrence the Notes could be treated as subject to withholding on dividend equivalent payments. Non-U.S. holders that enter, or have entered, into other transactions in respect of the Underlyings or the Notes should consult their tax advisors as to the application of the dividend equivalent withholding tax in the context of the Notes 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.

 

For a discussion of the U.S. federal income tax consequences of your investment in a Note, please see the discussion under “U.S. Federal Income Tax Considerations” in the accompanying prospectus supplement.

 

PROSPECTIVE PURCHASERS OF NOTES SHOULD CONSULT THEIR TAX ADVISORS AS TO THE FEDERAL, STATE, LOCAL, AND OTHER TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF NOTES.

 

  PS-16  

 

 

VALIDITY OF THE NOTES

 

In the opinion of Mayer Brown LLP, as counsel to the Issuer, when this pricing supplement has been attached to, and duly notated on, the master note that represents the Notes pursuant to the Senior Indenture referred to in the prospectus supplement dated February 26, 2018, and issued and paid for as contemplated herein, the Notes offered by this pricing supplement will be valid, binding and enforceable obligations of the Issuer, entitled to the benefits of the Senior Indenture, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith). This opinion is given as of the date hereof and is limited to the laws of the State of New York, the Maryland General Corporation Law (including the statutory provisions, all applicable provisions of the Maryland Constitution and the reported judicial decisions interpreting the foregoing) and the federal laws of the United States of America. This opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the Senior Indenture and the genuineness of signatures and to such counsel’s reliance on the Issuer and other sources as to certain factual matters, all as stated in the legal opinion dated March 1, 2018, which has been filed as Exhibit 5.4 to the Issuer’s registration statement on Form S-3 dated February 26, 2018.

 

  PS-17  

 

 

TABLE OF CONTENTS      
Pricing Supplement    

You should only rely on the information contained in this pricing supplement, the accompanying Stock-Linked Underlying Supplement, prospectus supplement and prospectus. We have not authorized anyone to provide you with information or to make any representation to you that is not contained in this pricing supplement, the accompanying Stock-Linked Underlying Supplement, prospectus supplement and prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. This pricing supplement, the accompanying Stock-Linked Underlying Supplement, prospectus supplement and prospectus are not an offer to sell these Notes, and these documents are not soliciting an offer to buy these Notes, in any jurisdiction where the offer or sale is not permitted. You should not, under any circumstances, assume that the information in this pricing supplement, the accompanying Stock-Linked Underlying Supplement, prospectus supplement and prospectus is correct on any date after their respective dates.

 

  

 

HSBC USA Inc.

 

 

$739,000

 

 

Autocallable Contingent Income Barrier Notes Linked to the Least Performing of Chevron Corporation, The Goldman Sachs Group, Inc. and Microsoft Corporation

 

 

 

 

 

September 18, 2019 

  

 

Pricing Supplement

 

 

General PS-4  
Payment on the Notes PS-4  
Investor Suitability PS-5  
Risk Factors PS-6  
Illustrative Examples PS-9  
Information Relating to the Underlyings PS-12  
Events of Default and Acceleration PS-15  
Supplemental Plan of Distribution (Conflicts of Interest) PS-15  
U.S. Federal Income Tax Considerations PS-15  
Validity of the Notes PS-17  
     
Stock-Linked Underlying Supplement    
Risk Factors S-1  
Additional Terms of the Notes S-7  
Information Regarding the Reference Stocks and the Reference Stock Issuers S-13  
     
Prospectus Supplement    
Risk Factors S-1  
Pricing Supplement S-10  
Description of Notes S-12  
Use of Proceeds and Hedging S-36  
Certain ERISA Considerations S-37  
U.S. Federal Income Tax Considerations S-39  
Supplemental Plan of Distribution (Conflicts of Interest) S-61  
     
Prospectus    
About this Prospectus 1  
Risk Factors 2  
Where You Can Find More Information 3  
Special Note Regarding Forward-Looking Statements 4  
HSBC USA Inc. 7  
Use of Proceeds 8  
Description of Debt Securities 9  
Description of Preferred Stock 20  
Description of Warrants 25  
Description of Purchase Contracts 30  
Description of Units 33  
Book-Entry Procedures 36  
Limitations on Issuances in Bearer Form 40  
U.S. Federal Income Tax Considerations Relating to Debt Securities 41  
Plan of Distribution (Conflicts of Interest) 49  
Notice to Canadian Investors 52  
Notice to EEA Investors 53  
Notice to UK Investors 54  
UK Financial Promotion 54  
Certain ERISA Matters 55  
Legal Opinions 57  
Experts 58  

 

 

   

 

 

tv529797_424b2.pdf PRICING SUPPLEMENT


                                                                                                                                                 Filed Pursuant to Rule 424(b)(2)
                                                                                                                                             Filed Pursuant  to Rule
                                                                                                                                                     Registration No.433
                                                                                                                                                                      333-223208
                                                                                                                                           Registration No. 333-202524
                                                                                                                                                             September 18, 2019
                                                                                                                                                            July 1,SUPPLEMENT
                                                                                                                                                         PRICING    2016
                                                                                                                                        FREE  WRITINGdated
                                                                                                                                        (To Prospectus    PROSPECTUS
                                                                                                                                                               February 26, 2018,
                                                                                                                                   (To Prospectus
                                                                                                                            Prospectus Supplementdated
                                                                                                                                                     datedMarch  5, 2015,
                                                                                                                                                           February  26, 2018 and
                                                                                                                           Prospectus
                                                                                                                   Stock-Linked       Supplement
                                                                                                                                Underlying         dateddated
                                                                                                                                           Supplement     March  5, 2015,26, 2018)
                                                                                                                                                               February




         HSBC USA Inc.

         $739,000 Autocallable Contingent Income
         Barrier Notes




           Linked to the Least Performing of Chevron Corporation, The Goldman Sachs Group, Inc. and
           Microsoft Corporation
            Ź     4XDUWHUO\ &RQWLQJHQW &RXSRQ SD\PHQWV DW D UDWH RI  HTXLYDOHQW WR  SHU DQQXP  SD\DEOH LI WKH FORVLQJ SULFH RI
                  each Underlying on the applicable Coupon Observation Date is greater than or equal to 60.00% of its Initial Price
            Ź &DOODEOHTXDUWHUO\DWWKHSULQFLSDODPRXQWSOXVWKHDSSOLFDEOH&RQWLQJHQW&RXSRQRQDQ\&DOO2EVHUYDWLRQ'DWHRQRUDIWHU
               March 18, 2020 if the closing price of each Underlying is at or above its Initial Price
            Ź ,I WKH1RWHVDUHQRWFDOOHGDQGWKH/HDVW3HUIRUPLQJ8QGHUO\LQJGHFOLQHVE\PRUHWKDQWKHUHLVIXOOH[SRVXUHWR
               declines in the Least Performing Underlying, and you will lose all or a portion of your principal amount.
            Ź PRQWKVWHUPLIQRWFDOOHGSULRUWRPDWXULW\
            Ź All payments on the notes are subject to the credit risk of HSBC USA Inc.




The Autocallable Contingent Income Barrier Notes (each a “Note” and collectively the “Notes”) offered hereunder will not be listed on any securities exchange or automated
quotation system.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Notes or passed upon the
accuracy or the adequacy of this document, the accompanying prospectus, prospectus supplement or Stock-Linked Underlying Supplement. Any representation to the
contrary is a criminal offense.

We have appointed HSBC Securities (USA) Inc., an affiliate of ours, as the agent for the sale of the Notes. HSBC Securities (USA) Inc. will purchase the Notes from us for
distribution to other registered broker-dealers or will offer the Notes directly to investors. In addition, HSBC Securities (USA) Inc. or another of its affiliates or agents may use
this pricing supplement in market-making transactions in any Notes after their initial sale. Unless we or our agent 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-15 of this document.

Investment in the Notes involves certain risks. You should refer to “Risk Factors” beginning on page PS-6 of this document, page S-1 of the accompanying
prospectus supplement and page S-1 of the accompanying Stock-Linked Underlying Supplement.

The Estimated Initial Value of the Notes on the Pricing Date is $967.70 per Note, which is less than the price to public. The market value of the Notes at any time will reflect
many factors and cannot be predicted with accuracy. See “Estimated Initial Value” on page PS-3 and “Risk Factors” beginning on page PS-6 of this document for additional
information.

                                                                 Price to Public                          Underwriting Discount1                      Proceeds to Issuer
          Per security                                               $1,000                                        $12.50                                  $987.50
          Total                                                     $739,000                                     $9,237.50                               $729,762.50
1
 HSBC USA Inc. or one of our affiliates may pay varying underwriting discounts of up to 1.25% and referral fees of up to 0.25% per $1,000 Principal Amount of Notes in
connection with the distribution of the Notes to other registered broker-dealers. In no case will the sum of the underwriting discounts and referral fees exceed 1.50% per
$1,000 Principal Amount. See “Supplemental Plan of Distribution (Conflicts of Interest)” on page PS-15 of this document.

                                                                                    The Notes:
                                 Are Not FDIC Insured                        Are Not Bank Guaranteed                             May Lose Value


HSBC USA Inc.
Autocallable Contingent Income Barrier Notes
This document relates to a single offering of Autocallable Contingent Income Barrier Notes. The Notes will have the terms described in
this document and the accompanying prospectus supplement, prospectus and Stock-Linked Underlying Supplement. If the terms of the
Notes offered hereby are inconsistent with those described in the accompanying prospectus supplement, prospectus or Stock-Linked
Underlying Supplement, the terms described in this document shall control.

This document relates to an offering of Notes linked to the Reference Asset. The purchaser of a Note will acquire a senior unsecured
debt security of HSBC USA Inc. as described below. The following key terms relate to the offering of Notes:
Issuer:                      HSBC USA Inc.
Principal Amount:            $1,000 per Note
Reference Asset:             The common stock of Chevron Corporation (NYSE: CVX), The Goldman Sachs Group, Inc. (NYSE: GS)
                             and Microsoft Corporation (Nasdaq: MSFT) (each an “Underlying” and together the “Underlyings”)
Trade Date:                  September 18, 2019
Pricing Date:                September 18, 2019
Original Issue Date:         September 23, 2019
Final Valuation Date:        'HFHPEHUVXEMHFWWRDGMXVWPHQWDVGHVFULEHGXQGHU³$GGLWLRQDO7HUPVRIWKH1RWHVʊ9DOXDWLRQ
                             Dates” in the accompanying Stock-Linked Underlying Supplement.
Maturity Date:               December 23, 2020. The Maturity Date is subject to adjustment as described under “Additional Terms of
                             WKH1RWHVʊ&RXSRQ3D\PHQW'DWHV&DOO3D\PHQW'DWHVDQG0DWXULW\'DWH´LQWKHDFFRPSDQ\LQJ6WRFN
                             Linked Underlying Supplement.
Call Feature:                If the Official Closing Price of each Underlying is at or above its Initial Price on any Call Observation Date
                             beginning on March 18, 2020, the Notes will be automatically called, and you will receive a cash payment,
                             per $1,000 Principal Amount of Notes, equal to the Principal Amount plus the applicable Contingent
                             Coupon on the corresponding Call Payment Date.
Coupon Observation and                             Coupon Observation Dates              Coupon Payment Dates
Payment Dates:                                         December 18, 2019               December 23, 2019
                                                            March 18, 2020 *               March 23, 2020            **
                                                             June 18, 2020 *                 June 23, 2020           **
                                                       September 18, 2020 *            September 23, 2020            **
                                                       December 18, 2020 *             December 23, 2020             **
                                                 (the Final Valuation Date)             (the Maturity Date)
                             *These Coupon Observation Dates are also Call Observation Dates
                             **These Coupon Payment Dates are also Call Payment Dates
                             Each subject to postponement as described under “Additional Terms of the Notes—Valuation Dates” and
                             “Additional Terms of the Notes—Coupon Payment Dates, Call Payment Dates and Maturity Date” in the
                             accompanying Stock-Linked Underlying Supplement.
Contingent Coupon:           If the Official Closing Price of each of the Underlyings is greater than or equal to its Coupon
                             Trigger on a Coupon Observation Date, you will receive the Contingent Coupon of $22.50 per $1,000 in
                             Principal Amount on the applicable Coupon Payment Date.
                             If the Official Closing Price of any Underlying is less than its Coupon Trigger on a Coupon
                             Observation Date, the Contingent Coupon applicable to such Coupon Observation Date will not be
                             payable and we will not make any payment to you on the relevant Coupon Payment Date.
                             You may not receive any Contingent Coupon Payments over the term of the Notes.
Contingent Coupon Rate:      2.25% per quarter (equivalent to 9.00% per annum)
Coupon Trigger and           $74.508 with respect to CVX, $130.248 with respect to GS and $83.112 with respect to MSFT, each of
Barrier Price:               which is 60.00% of its Initial Price.


                                                                  PS-2


Payment at Maturity:       Unless the Notes are automatically called, on the Maturity Date, for each $1,000 Principal Amount of
                           Notes, we will pay you the Final Settlement Value.
Final Settlement Value:    Unless the Notes are automatically called, for each $1,000 Principal Amount, you will receive a cash
                           payment on the Maturity Date, calculated as follows:
                           „ If the Reference Return of each Underlying is greater than or equal to -40.00%:
                           $1,000 + final Contingent Coupon.
                           „ If the Reference Return of any Underlying is less than -40.00%:
                           $1,000 + ($1,000 × Reference Return of the Least Performing Underlying).
                           If the Notes are not called prior to maturity and the Final Price of the Least Performing Underlying is less
                           than its Barrier Price, you may lose up to 100% of the Principal Amount. Even with any Contingent
                           Coupons, your return on the Notes will be negative in this case.
Least Performing           The Underlying with the lowest Reference Return.
Underlying:
Reference Return:          With respect to each Underlying, the quotient, expressed as a percentage, calculated as follows:
                                                                   Final Price – Initial Price
                                                                           Initial Price
Initial Price:             $124.18 with respect to CVX, $217.08 with respect to GS and $138.52 with respect to MSFT, each of
                           which was its Official Closing Price on the Pricing Date.
Final Price:               With respect to each Underlying, its Official Closing Price on the Final Valuation Date.

CUSIP/ISIN:                40435UXV1 / US40435UXV15

Form of Notes:             Book-Entry

Listing:                   The Notes will not be listed on any securities exchange or quotation system.

Estimated Initial Value:   The Estimated Initial Value of the Notes is less than the price you pay to purchase the Notes. The
                           Estimated Initial Value does not represent a minimum price at which we or any of our affiliates would be
                           willing to purchase your Notes in the secondary market, if any, at any time. See “Risk Factors — The
                           Estimated Initial Value of the Notes, 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 Notes in the secondary market, if any.”




                                                                PS-3


GENERAL
This document relates to the offering of Notes. The purchaser of a Note will acquire a senior unsecured debt security of HSBC USA Inc.
Although the offering of Notes relates to the Underlyings, you should not construe that fact as a recommendation as to the merits of
acquiring an investment in any of the Underlyings or as to the suitability of an investment in the Notes.
You should read this document together with the prospectus dated February 26, 2018, the prospectus supplement dated February 26,
2018 and the Stock-Linked Underlying Supplement dated February 26, 2018. If the terms of the Notes offered hereby are inconsistent
with those described in the accompanying prospectus supplement, prospectus or Stock-Linked Underlying Supplement, the terms
described in this document shall control. You should carefully consider, among other things, the matters set forth in “Risk Factors”
beginning on page PS-6 of this document, beginning on page S-1 of the prospectus supplement and beginning on page S-1 of the
Stock-Linked Underlying Supplement, as the Notes involve risks not associated with conventional debt securities. We urge you to
consult your investment, legal, tax, accounting and other advisors before you invest in the Notes. As used herein, references to the
“Issuer”, “HSBC”, “we”, “us” and “our” are to HSBC USA Inc.
HSBC has filed a registration statement (including a prospectus, prospectus supplement and Stock-Linked Underlying Supplement) with
the SEC for the offering to which this document relates. Before you invest, you should read the prospectus, prospectus supplement and
Stock-Linked Underlying Supplement in that registration statement and other documents HSBC has filed with the SEC for more complete
information about HSBC and this offering. You may get these documents for free by visiting EDGAR on the SEC’s web site at
www.sec.gov. Alternatively, HSBC Securities (USA) Inc. or any dealer participating in this offering will arrange to send you the
prospectus, prospectus supplement and Stock-Linked Underlying Supplement if you request them by calling toll-free 1-866-811-8049.
You may also obtain:
`   Stock-Linked Underlying Supplement at: https://www.sec.gov/Archives/edgar/data/83246/000114420418010772/tv486721_424b2.htm

`   The prospectus supplement at: https://www.sec.gov/Archives/edgar/data/83246/000114420418010762/tv486944_424b2.htm

`   The prospectus at: https://www.sec.gov/Archives/edgar/data/83246/000114420418010720/tv487083_424b3.htm

PAYMENT ON THE NOTES
Call Feature

If the Official Closing Price of each Underlying is at or above its Initial Price on any Call Observation Date beginning on March 18, 2020,
the Notes will be automatically called, and you will receive a cash payment, per $1,000 Principal Amount of Notes, equal to the Principal
Amount plus the applicable Contingent Coupon on the corresponding Call Payment Date.

Contingent Coupon
We will pay a quarterly Contingent Coupon payment on a Coupon Payment Date if the Official Closing Price of each Underlying on the
applicable Coupon Observation Date is greater than or equal to its Coupon Trigger. Otherwise, no coupon will be paid on such Coupon
Payment Date. For information regarding the record dates applicable to the Contingent Coupons payable on the Notes, please see the
section entitled “Description of Notes—Interest and Principal Payments—Recipients of Interest Payments” beginning on page S-14 in the
accompanying prospectus supplement. The Contingent Coupon Rate will be 9.00% per annum (or $22.50 per $1,000 in Principal
Amount per quarter, if payable).
Maturity
Unless the Notes are automatically called, on the Maturity Date and for each $1,000 Principal Amount of Notes, you will receive a cash
payment equal to the Final Settlement Value determined as follows:
„ If the Reference Return of each Underlying is greater than or equal to -40.00%:
$1,000 + final Contingent Coupon
„ If the Reference Return of any Underlying is less than -40.00%:

$1,000 + ($1,000 × Reference Return of the Least Performing Underlying).
If the Notes are not called prior to maturity and the Final Price of the Least Performing Underlying is less than its Barrier Price, you may
lose up to 100% of the Principal Amount. Even with any Contingent Coupons, your return on the Notes will be negative in this case.
Calculation Agent
We or one of our affiliates will act as calculation agent with respect to the Notes.




                                                                     PS-4


INVESTOR SUITABILITY

The Notes may be suitable for you if:                              The Notes may not be suitable for you if:
`   You believe that the Official Closing Price of each            `     You believe that the Official Closing Price of one
    Underlying will be at or above its Coupon Trigger on                 Underlying will be below its Coupon Trigger on most or
    most or all of the Coupon Observation Dates, and the                 all the Coupon Observation Dates, including the Final
    Final Price of the Least Performing Underlying will be at            Valuation Date, and the Final Price of the Least
    or above its Barrier Price.                                          Performing Underlying will be below its Barrier Price.
`   You seek a quarterly Contingent Coupon, based on the           `     You believe that the Contingent Coupon, if any, will not
    performance of the Underlyings, that will be paid at the             provide you with your desired return.
    Contingent Coupon Rate of 9.00% per annum if the
                                                                   `     You are unwilling to invest in the Notes based on the
    Official Closing Price of each Underlying is greater than
                                                                         fact that your maximum potential return is any
    or equal to its Coupon Trigger on the applicable
                                                                         Contingent Coupons payable on the Notes.
    Coupon Observation Date.
                                                                   `     You seek an investment that provides an opportunity to
`   You are willing to invest in the Notes based on the fact
                                                                         participate in the appreciation of the Underlyings.
    that your maximum potential return is any Contingent
    Coupons payable on the Notes.                                  `     You are unwilling to make an investment that is
`   You do not seek an investment that provides an                       exposed to the potential downside performance of the
    opportunity to participate in the appreciation the                   Underlyings on a 1-to-1 basis if the Reference Return of
    Underlyings.                                                         the Least Performing Underlying is less than
`   You are willing to make an investment that is exposed                -40.00%.
    to the potential downside performance of the                   `     You seek an investment that provides full return of
    Underlyings on a 1-to-1 basis if the Reference Return of             principal at maturity.
    each Underlying is less than -40.00%.                          `     You are unable or unwilling to hold the Notes that will
`   You are willing to lose up to 100% of the Principal                  be automatically called on any Call Observation Date
    Amount.                                                              beginning on March 18, 2020 on which the Official
`   You are willing to hold the Notes that will be                       Closing Price of each Underlying is at or above its Initial
    automatically called on any Call Observation Date                    Price, or you are otherwise unable or unwilling to hold
    beginning on March 18, 2020 on which the Official                    the Notes to maturity.
    Closing Price of each Underlying is at or above its Initial    `     You prefer to receive guaranteed periodic interest
    Price, or you are otherwise willing to hold the Notes to             payments on the Notes, or the dividends or other
    maturity.                                                            distributions paid on the Underlyings.
`   You are willing to forgo guaranteed interest payments          `     You seek an investment for which there will be an
    on the Notes, and dividends or other distributions paid              active secondary market.
    on the Underlyings.                                            `     You prefer the lower risk, and therefore accept the
`   You do not seek an investment for which there will be                potentially lower returns, of conventional debt securities
    an active secondary market.                                          with comparable maturities issued by HSBC or another
`   You are willing to accept the risk and return profile of             issuer with a similar credit rating.
    the Notes versus a conventional debt security with a           `     You are not willing or are unable to assume the credit
    comparable maturity issued by HSBC or another issuer                 risk associated with HSBC, as Issuer of the Notes.
    with a similar credit rating.
`   You are comfortable with the creditworthiness of HSBC,
    as Issuer of the Notes.




                                                                  PS-5


RISK FACTORS
We urge you to read the section “Risk Factors” beginning on page S-1 in the accompanying prospectus supplement and beginning on
page S-1 of the accompanying Stock-Linked Underlying Supplement. Investing in the Notes is not equivalent to investing directly in any
of the Underlyings. You should understand the risks of investing in the Notes and should reach an investment decision only after careful
consideration, with your advisors, of the suitability of the Notes in light of your particular financial circumstances and the information set
forth in this document and the accompanying prospectus, prospectus supplement and Stock-Linked Underlying Supplement.

In addition to the risks discussed below, you should review “Risk Factors” in the accompanying prospectus supplement and Stock-Linked
Underlying Supplement including the explanation of risks relating to the Notes described in the following sections:

`   “—Risks Relating to All Note Issuances” in the prospectus supplement; and

`   “—General Risks Related to Reference Stocks” in the Stock-Linked Underlying Supplement.

You will be subject to significant risks not associated with conventional fixed-rate or floating-rate debt securities.

The Notes do not guarantee any return of principal and you may lose your entire initial investment.

The Notes do not guarantee any return of principal. The Notes differ from ordinary debt securities in that we will not pay you 100% of the
Principal Amount of your Notes if the Notes are not automatically called and the Final Price of the Least Performing Underlying is less
than its Barrier Price. In this case, the Payment at Maturity you will be entitled to receive will be less than the Principal Amount of the
Notes and you will lose 1% for each 1% that the Final Price of the Least Performing Underlying is less than its Initial Price. You may lose
up to 100% of your investment at maturity. Even with any Contingent Coupons, your return on the Notes will be negative in this case.

You may not receive any Contingent Coupons.

We will not necessarily make periodic coupon payments on the Notes. If the Official Closing Price of each Underlying on a Coupon
Observation Date is less than its Coupon Trigger, we will not pay you the Contingent Coupon applicable to that Coupon Observation
Date. If on each of the Coupon Observation Dates, the Official Closing Price of each Underlying is less than its Coupon Trigger, we will
not pay you any Contingent Coupons during the term of, and you will not receive a positive return on, the Notes. Generally, this non-
payment of the Contingent Coupon coincides with a period of greater risk of principal loss on the Notes.

Your return on the Notes is limited to the principal amount plus the Contingent Coupons, if any, regardless of any appreciation
in the price of the Underlyings.

For each $1,000 in principal amount of the Notes, you will receive $1,000 at maturity plus the final Contingent Coupon if the Final Price
of the Least Performing Underlying is equal to or greater than its Barrier Price, regardless of any appreciation in the prices of the
Underlyings, which may be significant. Accordingly, the return on the Notes may be significantly less than the return on a direct
investment in the Underlyings during the term of the Notes.

You are exposed to the market risk of all of the Underlyings, with respect to both the Contingent Coupons, if any, and the
payment at maturity, if any.
Your return on the Notes is not linked to a basket consisting of the 3 equity securities. Rather, it will be contingent upon the independent
performance of each Underlying. Unlike an instrument with a return linked to a basket of underlying assets, in which risk is potentially
mitigated and diversified among all the components of the basket, you will be exposed to the risks related to all of the Underlyings. Poor
performance by any Underlying over the term of the Notes may negatively affect your return and will not be offset or mitigated by any
positive performance by the other Underlyings. To receive any contingent coupons, each Underlying must close at or above their
respective Coupon Triggers on the applicable Coupon Observation Date. In addition, if any Underlying has decreased to below its
respective Barrier Price as of the Final Valuation Date, you will be fully exposed to the decrease in the Least Performing Underlying on a
1 to 1 basis, even if the other Underlyings have appreciated. Under this scenario, the payment at maturity will be less than 60.00% of
the Principal Amount and could be zero. Accordingly, your investment is subject to the market risk of each of the Underlyings.

Because the Notes are linked to the performance of the Least Performing Underlying, you are exposed to greater risks of
receiving no Contingent Coupons and sustaining a significant loss on your investment than if the Notes were linked to just one
Underlying.
The risk that you will not receive any Contingent Coupons, or that you will suffer a significant loss on your investment, is greater if you
invest in the Notes as opposed to substantially similar securities that are linked to the performance of just one Underlying. With 3
Underlyings, it is more likely that one of the Underlyings will close below its respective Coupon Trigger on any Coupon Observation Date
(including the Final Valuation Date) and below its respective Barrier Price on the Final Valuation Date, than if the Notes were linked to
only one Underlying. Therefore, it is more likely that you will not receive any Contingent Coupons, and that you will suffer a significant


                                                                      PS-6


loss on your investment. In addition, because each Underlying must close above its initial price on a quarterly Coupon Observation Date
in order for the Notes to be called prior to maturity, the Notes are less likely to be called than if the Notes were linked to just one
Underlying.
The Notes are subject to the credit risk of HSBC USA Inc.

The Notes are senior unsecured debt obligations of the Issuer, HSBC, and are not, either directly or indirectly, an obligation of any third
party. As further described in the accompanying prospectus supplement and prospectus, the Notes will rank on par with all of the other
unsecured and unsubordinated debt obligations of HSBC, except such obligations as may be preferred by operation of law. Any
payments to be made on the Notes, including any Contingent Coupon and any return of principal at maturity or upon early redemption,
as applicable, depends on the ability of HSBC to satisfy its obligations as they come due. As a result, the actual and perceived
creditworthiness of HSBC may affect the market value of the Notes and, in the event HSBC were to default on its obligations, you may
not receive the amounts owed to you under the terms of the Notes.

The Notes may be automatically called prior to the Maturity Date.

If the Notes are automatically called early, the holding period over which you may receive coupon payments could be as little as 6
months. There is no guarantee that you would be able to reinvest the proceeds from an investment in the Notes at a comparable return
for a similar level of risk in the event the Notes are automatically called prior to the Maturity Date.
The Notes are not insured or guaranteed by any governmental agency of the United States or any other jurisdiction.

The Notes are not deposit liabilities or other obligations of a bank and are not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency or program of the United States or any other jurisdiction. An investment in the Notes is
subject to the credit risk of HSBC, and in the event that HSBC is unable to pay its obligations as they become due, you may not receive
the full Payment at Maturity on the Notes.

The Estimated Initial Value of the Notes, 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 Notes in the secondary market, if any.

The Estimated Initial Value of the Notes 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 Notes. This internal funding rate is typically lower than the rate we would pay 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 Notes 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 Notes to be more
favorable to you. We determined the value of the embedded derivatives in the Notes 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 Notes 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 Notes in the secondary market (if any
exists) at any time.

The price of your Notes 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 Notes, and the costs associated with structuring and hedging our obligations under the Notes. If you were to
sell your Notes in the secondary market, if any, the price you would receive for your Notes 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 Notes in the secondary market, if any, at any
time after issuance will vary based on many factors, including the price of the Underlyings and changes in market conditions, and cannot
be predicted with accuracy. The Notes are not designed to be short-term trading instruments, and you should, therefore, be able and
willing to hold the Notes to maturity. Any sale of the Notes prior to maturity could result in a loss to you.

If we were to repurchase your Notes immediately after the Original Issue Date, the price you receive may be higher than the
Estimated Initial Value of the Notes.

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 Notes in the secondary market, if any, and the value that may initially be used for customer account statements, if
any, may exceed the Estimated Initial Value on the Pricing Date for a temporary period expected to be approximately 3 months after the
Original Issue Date. This temporary price difference may exist because, in our discretion, we may elect to effectively reimburse to

                                                                    PS-7


investors a portion of the estimated cost of hedging our obligations under the Notes and other costs in connection with the Notes that we
will no longer expect to incur over the term of the Notes. 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 Notes and any agreement we may have with the
distributors of the Notes. 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 Notes based on changes in market conditions and other factors that cannot be
predicted.

The amount payable on the Notes is not linked to the prices of the Underlyings at any time other than the Coupon Observation
Dates, including the Final Valuation Date.

The payments on the Notes will be based on the Official Closing Prices of the Underlyings on the Coupon Observation Dates, including
the Final Valuation Date, subject to postponement for non-trading days and certain market disruption events. Even if the price of any
Underlying is greater than or equal to its Coupon Trigger during the term of the Notes other than on a Coupon Observation Date but then
decreases on that Coupon Observation Date to a price that is less than its Coupon Trigger, the Contingent Coupon will not be payable
for that Coupon Observation Date. Similarly, if the Notes are not called, even if the price of the Least Performing Underlying is greater
than or equal to its Barrier Price during the term of the Notes other than on the Final Valuation Date but then decreases on the Final
Valuation Date to a price that is less than its Barrier Price, the Payment at Maturity will be less, possibly significantly less, than it would
have been had the Payment at Maturity been linked to the price of the Least Performing Underlying prior to such decrease. Although the
actual prices of the Underlyings on the Maturity Date or at other times during the term of the Notes may be higher than their respective
prices on the Coupon Observation Dates, whether each Contingent Coupon will be payable and the Payment at Maturity will be based
solely on the Official Closing Prices of the Underlyings on the applicable Coupon Observation Dates.

The Notes lack liquidity.

The Notes will not be listed on any securities exchange. HSBC Securities (USA) Inc. is not required to offer to purchase the Notes in the
secondary market, if any exists. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the
Notes easily. Because other dealers are not likely to make a secondary market for the Notes, the price at which you may be able to trade
your Notes is likely to depend on the price, if any, at which HSBC Securities (USA) Inc. is willing to buy the Notes.

Potential conflicts of interest may exist.

An affiliate of HSBC has a minority equity interest in the owner of an electronic platform, through which we may make available certain
structured investments offering materials. HSBC and its affiliates play a variety of roles in connection with the issuance of the Notes,
including acting as calculation agent and hedging our obligations under the Notes. In performing these duties, the economic interests of
the calculation agent and other affiliates of ours are potentially adverse to your interests as an investor in the Notes. We will not have
any obligation to consider your interests as a holder of the Notes in taking any action that might affect the value of your Notes.

Uncertain tax treatment.

For a discussion of the U.S. federal income tax consequences of your investment in a Note, please see the discussion under “U.S.
Federal Income Tax Considerations” herein and the discussion under “U.S. Federal Income Tax Considerations” in the accompanying
prospectus supplement.




                                                                     PS-8


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 price of any Underlying relative to its Initial Price. We cannot predict the
Official Closing Price of any of the Underlyings on any Coupon Observation Date or the Final Valuation Date. The assumptions we have made in
connection with the illustrations set forth below may not reflect actual events. You should not take this illustration or these examples as an
indication or assurance of the expected performance of any of the Underlyings or return on the Notes.

The table and examples below illustrate how the Contingent Coupon and the Payment at Maturity would be calculated with respect to a $1,000
investment in the Notes, given a range of hypothetical performances of any Underlying. The hypothetical returns on the Notes below are
numbers, expressed as percentages, that result from comparing the Payment at Maturity per $1,000 Principal Amount to $1,000. You should
consider carefully whether the Notes are suitable to your investment goals. The numbers appearing in the following table and examples have
been rounded for ease of analysis. The following table and examples are based on the following terms:
`    Principal Amount:                             $1,000
`    Hypothetical Initial Price                    $100.00*
`    Hypothetical Barrier Price:                   $60.00, 60.00% of the Initial Price
`    Hypothetical Coupon Trigger:                  $60.00, 60.00% of the Initial Price
`    Contingent Coupon Rate:                       9.00% per annum (2.25% for each quarter in which it is payable). If the Official Closing Price
                                                   of each Underlying on every Coupon Observation Date is greater than or equal to its Coupon
                                                   Trigger, the Contingent Coupon paid over the term of the Notes would total $112.50 per
                                                   $1,000 Principal Amount of the Notes.
* The hypothetical Initial Price of $100.00 used in the examples below has been chosen for illustrative purposes only and does not represent the actual
Initial Price of any Underlying. The actual Initial Price of each Underlying is set forth on page PS-3 of this pricing supplement.
Summary of the Examples
                                                     Notes Are Called on a Call                     Notes Are Not Called on Any
                                                         Observation Date                               Call Observation Date
                                                            Example 1                         Example 2                   Example 3
Initial Price of each Underlying                             $100.00                           $100.00                      $100.00
Barrier Price of each Underlying                              $60.00                           $60.00                       $60.00
Coupon Trigger of each Underlying                             $60.00                           $60.00                       $60.00
Official Closing Price / Percentage Change of
the Least Performing Underlying on the:
    First Coupon Observation Date                           $65.00/-35.00%                  $65.00/-35.00%                   $55.00/-45.00%
    Second Coupon Observation Date                          $90.00/-10.00%                  $65.00/-35.00%                   $55.00/-45.00%
    Third Coupon Observation Date                           $105.00/5.00%                   $70.00/-30.00%                   $50.00/-50.00%
    Fourth Coupon Observation Date                                N/A                       $75.00/-25.00%                   $55.00/-45.00%
    Final Valuation Date                                          N/A                       $75.00/-25.00%                   $50.00/-50.00%
Contingent Coupon Payment Amounts Prior to
                                                          2 x $22.50 = $45.00             4 x $22.50= $90.00               0 x $22.50 = $0.00
Maturity or Automatic Call
Payment if Notes are Called                                    $1,022.50                          N/A                             N/A
                                                                                                                     $1,000 + ($1,000 x -50.00%) =
Payment at Maturity                                               N/A                          $1,022.50
                                                                                                                                $500.00
Return of the Notes                                              6.75%                          11.25%                          -50.00%




                                                                         PS-9


Example 1—The Official Closing Price of each Underlying on the third Coupon Observation Date is greater than or equal to its Initial
Price and each Underlying closed at or above its Coupon Trigger (but below its Initial Price) on the two prior Coupon Observation
Dates.

                                 Underlying              Initial Price                      Final Price

                                    CVX                    $100.00               $130.00 (130.00% of Initial Price)
                                     GS                    $100.00               $120.00 (120.00% of Initial Price)
                                    MSFT                   $100.00               $105.00 (105.00% of Initial Price)




                                    Payment Upon a Call:                                              $1,022.50

Because the Official Closing Price of each Underlying on the third Coupon Observation Date is at or above its Initial Price, the Notes will be
called and you will receive $1,022.50 per Note, reflecting the Principal Amount plus the Contingent Coupon. When added to the Contingent
Coupon payments of $45.00 received in respect of the prior Coupon Observation Dates, we will have paid you a total of $1,067.50 per Note,
resulting in a 6.75% return on the Notes.

Example 2— The Notes are not called, the Final Price of the Least Performing Underlying is greater than or equal to its Barrier Price,
and each Underlying closed at or above its Coupon Trigger (but below its Initial Price) on four of the Coupon Observation Dates prior
to the Final Valuation Date.

                                 Underlying              Initial Price                      Final Price

                                    CVX                    $100.00               $110.00 (110.00% of Initial Price)
                                     GS                    $100.00                $75.00 (75.00% of Initial Price)
                                    MSFT                   $100.00                $90.00 (90.00% of Initial Price)

GS is the Least Performing Underlying.



                             Reference Return of the Least Performing Underlying:                             -25.00%
                             Payment at Maturity:                                                            $1,022.50

Because the Final Price of the Least Performing Underlying is greater than or equal to its Barrier Price, you will receive $1,000 per $1,000 in
Principal Amount plus the final Contingent Coupon, calculated as follows:

                                              Final Settlement Value = $1,000 + $22.50 = $1,022.50

When added to the Contingent Coupon payments of $90.00 received in respect of the prior Coupon Observation Dates, we will have paid you a
total of $1,112.50 per Note, resulting in a 11.25% return on the Notes.




                                                                         PS-10


Example 3—The Notes are not called, the Final Price of the Least Performing Underlying is less than its Barrier Price, and the
Underlyings did not all close at or above their respective Coupon Triggers on any Coupon Observation Date.

                                 Underlying              Initial Price                      Final Price

                                     CVX                   $100.00                $50.00 (50.00% of Initial Price)
                                     GS                    $100.00                $55.00 (55.00% of Initial Price)
                                    MSFT                   $100.00                $90.00 (90.00% of Initial Price)

CVX is the Least Performing Underlying.



                                    Reference Return of the Least Performing Underlying:                  -50.00%
                                    Payment at Maturity:                                                  $500.00

Because the Final Price of the Least Performing Underlying is less than its Barrier Price, you will receive $500.00 per $1,000 in Principal Amount,
calculated as follows:

                                          Final Settlement Value = $1,000 + ($1,000 x -50.00%) = $500.00

Because there’s no Contingent Coupon payment received in respect of the prior Coupon Observation Dates, we will pay you a total of $500.00,
resulting in a -50.00% return on the Notes.

If the Notes are not called and the Final Price of the Least Performing Underlying is less than its Barrier Price, you will be exposed to any
decrease in the price of the Least Performing Underlying on a 1:1 basis and could lose up to 100% of your principal at maturity.




                                                                         PS-11


INFORMATION RELATING TO THE UNDERLYINGS
Description of Chevron Corporation

Chevron Corporation is an energy company with operations in countries located around the world. The company produces and
transports crude oil and natural gas. Chevron also refines, markets, and distributes fuels, as well as is involved in chemical and mining
operations, power generation, and energy services. Information filed by Chevron Corporation with the SEC under the Securities
Exchange Act of 1934 (“Exchange Act”) can be located by reference to its SEC file number: 001-00368 or its CIK Code: 0000093410.
Shares of this Underlying are listed and trade on the New York Stock Exchange (the “NYSE”) under the symbol “CVX.”
Historical Performance of the Reference Asset
The following graph sets forth the historical performance of this Underlying based on the daily historical closing prices from September
18, 2009 through September 18, 2019. We obtained the closing prices below from the Bloomberg Professional® service (“Bloomberg”).
We have not undertaken any independent review of, or made any due diligence inquiry with respect to, the information obtained from
Bloomberg.




                                                                  PS-12


Description of The Goldman Sachs Group, Inc.
The Goldman Sachs Group, Inc., a bank holding company and a financial holding company, is a global investment banking, securities
and investment management firm that provides financial services to a client base that includes corporations, financial institutions,
governments and individuals. Information filed by The Goldman Sachs Group, Inc. with the SEC under the Exchange Act can be located
by reference to its SEC file number: 001-14965 or its CIK Code: 0000886982. Shares of this Underlying are listed and trade on the
NYSE under the symbol “GS.”
Historical Performance of the Reference Asset
The following graph sets forth the historical performance of this Underlying based on the daily historical closing prices from September
18, 2009 through September 18, 2019. We obtained the closing prices below from Bloomberg. We have not undertaken any
independent review of, or made any due diligence inquiry with respect to, the information obtained from Bloomberg.




                                                                 PS-13


Description of Microsoft Corporation

Microsoft Corporation develops, manufactures, licenses, sells, and supports software products. The company offers operating system
software, server application software, business and consumer applications software, software development tools, and Internet and
intranet software. Information filed by Microsoft Corporation with the SEC under the Exchange Act can be located by reference to its
SEC file number: 001-37845 or its CIK Code: 0000789019. Shares of this Underlying are listed and trade on the Nasdaq Stock Market
under the symbol “MSFT.”
Historical Performance of the Reference Asset
The following graph sets forth the historical performance of this Underlying based on the daily historical closing prices from September
18, 2009 through September 18, 2019. We obtained the closing prices below from Bloomberg. We have not undertaken any
independent review of, or made any due diligence inquiry with respect to, the information obtained from Bloomberg.




                                                                 PS-14


EVENTS OF DEFAULT AND ACCELERATION
If the Notes have become immediately due and payable following an Event of Default (as defined in the accompanying prospectus) with
respect to the Notes, the calculation agent will determine the accelerated payment due and payable in the same general manner as
described in this document except that in such a case, the scheduled trading day immediately preceding the date of acceleration will be
used as the final Coupon Observation Date and the Final Valuation Date. If a market disruption event exists with respect to an
Underlying on that scheduled trading day, then the accelerated Final Valuation Date 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 following the postponed accelerated Final Valuation Date. For the avoidance of doubt,
if no market disruption event exists with respect to an Underlying on the scheduled trading day preceding the date of acceleration, the
determination of such Underlying’s Final Price will be made on such date, irrespective of the existence of a market disruption event with
respect to any other Underlyings occurring on such a date.
If the Notes have become immediately due and payable following an Event of Default, you will not be entitled to any additional payments
with respect to the Notes. 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 Notes. Pursuant to the terms of a
distribution agreement, HSBC Securities (USA) Inc. will purchase the Notes from HSBC at the price to public less the underwriting
discount set forth on the cover page of this pricing supplement, for distribution to other registered broker-dealers or will offer the Notes
directly to investors. HSBC Securities (USA) Inc. has offered the Notes at the price to public set forth on the cover page of this
document. HSBC USA Inc. or one of our affiliates may pay varying underwriting discounts of up to 1.25% and referral fees of up to
0.25% per $1,000 Principal Amount in connection with the distribution of the Notes to other registered broker-dealers. In no case will the
sum of the underwriting discounts and referral fees exceed 1.50% 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 Notes.

Delivery of the Notes will be made against payment for the Notes on the Original Issue Date set forth on the inside cover page of this
document, which is more than two 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 two business days, unless the parties to that trade expressly
agree otherwise. Accordingly, purchasers who wish to trade the Notes more than two 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.

In addition, HSBC Securities (USA) Inc. or another of its affiliates or agents may use this pricing supplement in market-making
transactions after the initial sale of the Notes, but is under no obligation to make a market in the Notes and may discontinue any market-
making activities at any time without notice.

See “Supplemental Plan of Distribution (Conflicts of Interest)” on page S-61 in the prospectus supplement.

U.S. FEDERAL INCOME TAX CONSIDERATIONS
There is no direct legal authority as to the proper tax treatment of the Notes, and therefore significant aspects of the tax treatment of the
Notes are uncertain as to both the timing and character of any inclusion in income in respect of the Notes. Under one approach, a Note
should be treated as a contingent income-bearing pre-paid executory contract with respect to the Underlyings. We intend to treat the
Notes consistent with this approach. Pursuant to the terms of the Notes, you agree to treat the Notes 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, Mayer Brown LLP, it is reasonable to treat a Note as a contingent income-bearing pre-paid
executory contract with respect to the Underlyings. Because there are no statutory provisions, regulations, published rulings or judicial
decisions addressing the characterization for U.S. federal income tax purposes of securities with terms that are substantially the same as
those of the Notes, other characterizations and treatments are possible and the timing and character of income in respect of the Notes
might differ from the treatment described herein. For example, the Notes could be treated as debt instruments that are “contingent
payment debt instruments” for U.S. federal income tax purposes subject to the treatment described under the heading “U.S. Federal
Income Tax Considerations — Tax Treatment of U.S. Holders — U.S. Federal Income Tax Treatment of the Notes as Indebtedness for
U.S. Federal Income Tax Purposes — Contingent Notes” in the accompanying prospectus supplement.


                                                                   PS-15


We will not attempt to ascertain whether any Underlying 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 any Underlying 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 Underlyings, and consult your tax advisor regarding the possible consequences to you if any Underlying is or becomes
a PFIC or a USRPHC.

U.S. Holders. Please see the discussion under the heading “U.S. Federal Income Tax Considerations — Tax Treatment of U.S. Holders
— Certain Notes Treated as a Put Option and a Deposit or an Executory Contract — Certain Notes Treated as Executory Contracts” in
the accompanying prospectus supplement for further discussion of U.S. federal income tax considerations applicable to U.S. holders (as
defined in the accompanying prospectus supplement). Pursuant to the approach discussed above, we intend to treat any gain or loss
upon maturity or an earlier sale, exchange, or call as capital gain or loss in an amount equal to the difference between the amount you
receive at such time (other than with respect to a Contingent Coupon) and your tax basis in the Note. Any such gain or loss will be long-
term capital gain or loss if you have held the Note for more than one year at such time for U.S. federal income tax purposes. Your tax
basis in a Note generally will equal your cost of the Note. In addition, the tax treatment of the Contingent Coupons is unclear. Although
the tax treatment of the Contingent Coupons is unclear, we intend to treat any Contingent Coupon, including on the Maturity Date, as
ordinary income includible in income by you at the time it accrues or is received in accordance with your normal method of accounting for
U.S. federal income tax purposes.

Non-U.S. Holders. Please see the discussion under the heading “U.S. Federal Income Tax Considerations — Tax Treatment of Non-U.S.
Holders” in the accompanying prospectus supplement for further discussion of U.S. federal income tax considerations applicable to non-
U.S. holders (as defined in the accompanying prospectus supplement). Because the U.S. federal income tax treatment (including the
applicability of withholding) of the Contingent Coupons is uncertain, the entire amount of the Contingent Coupons will be subject to U.S.
federal income tax withholding at a 30% rate (or at a lower rate under an applicable income tax treaty). We will not pay any additional
amounts in respect of such withholding.
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 Notes
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 Notes.

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. holder. Under 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,
Internal Revenue Service guidance provides 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, 2021. Based on the Issuer’s determination that the Notes are not “delta-
one” instruments, non-U.S. holders should not be subject to withholding on dividend equivalent payments, if any, under the Notes.
However, it is possible that the Notes could be treated as deemed reissued for U.S. federal income tax purposes upon the occurrence of
certain events affecting the Underlyings or the Notes, and following such occurrence the Notes could be treated as subject to withholding
on dividend equivalent payments. Non-U.S. holders that enter, or have entered, into other transactions in respect of the Underlyings or
the Notes should consult their tax advisors as to the application of the dividend equivalent withholding tax in the context of the Notes 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.
For a discussion of the U.S. federal income tax consequences of your investment in a Note, please see the discussion under “U.S.
Federal Income Tax Considerations” in the accompanying prospectus supplement.

PROSPECTIVE PURCHASERS OF NOTES SHOULD CONSULT THEIR TAX ADVISORS AS TO THE FEDERAL, STATE, LOCAL,
AND OTHER TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF NOTES.




                                                                   PS-16


VALIDITY OF THE NOTES
In the opinion of Mayer Brown LLP, as counsel to the Issuer, when this pricing supplement has been attached to, and duly notated on,
the master note that represents the Notes pursuant to the Senior Indenture referred to in the prospectus supplement dated February 26,
2018, and issued and paid for as contemplated herein, the Notes offered by this pricing supplement will be valid, binding and
enforceable obligations of the Issuer, entitled to the benefits of the Senior Indenture, subject to applicable bankruptcy, insolvency and
similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including,
without limitation, concepts of good faith, fair dealing and the lack of bad faith). This opinion is given as of the date hereof and is limited
to the laws of the State of New York, the Maryland General Corporation Law (including the statutory provisions, all applicable provisions
of the Maryland Constitution and the reported judicial decisions interpreting the foregoing) and the federal laws of the United States of
America. This opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the Senior
Indenture and the genuineness of signatures and to such counsel’s reliance on the Issuer and other sources as to certain factual matters,
all as stated in the legal opinion dated March 1, 2018, which has been filed as Exhibit 5.4 to the Issuer’s registration statement on Form
S-3 dated February 26, 2018.




                                                                    PS-17


                        TABLE OF CONTENTS
                          Pricing Supplement                              You should only rely on the information contained in this pricing supplement, the
General                                                         PS-4      accompanying Stock-Linked Underlying Supplement, prospectus supplement and
Payment on the Notes                                            PS-4      prospectus. We have not authorized anyone to provide you with information or to
Investor Suitability                                            PS-5      make any representation to you that is not contained in this pricing supplement, the
                                                                          accompanying Stock-Linked Underlying Supplement, prospectus supplement and
Risk Factors                                                    PS-6      prospectus. If anyone provides you with different or inconsistent information, you
Illustrative Examples                                           PS-9      should not rely on it. This pricing supplement, the accompanying Stock-Linked
Information Relating to the Underlyings                        PS-12      Underlying Supplement, prospectus supplement and prospectus are not an offer to
Events of Default and Acceleration                             PS-15      sell these Notes, and these documents are not soliciting an offer to buy these Notes,
Supplemental Plan of Distribution (Conflicts of Interest)      PS-15      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
U.S. Federal Income Tax Considerations                         PS-15      accompanying Stock-Linked Underlying Supplement, prospectus supplement and
Validity of the Notes                                          PS-17      prospectus is correct on any date after their respective dates.


               Stock-Linked Underlying Supplement
Risk Factors                                                     S-1
Additional Terms of the Notes                                    S-7
Information Regarding the Reference Stocks and the Reference Stock
Issuers                                                         S-13


Risk Factors
                     Prospectus Supplement
                                                                  S-1
                                                                                              HSBC USA Inc.
Pricing Supplement                                               S-10
Description of Notes                                             S-12
Use of Proceeds and Hedging                                      S-36
Certain ERISA Considerations                                     S-37
U.S. Federal Income Tax Considerations                           S-39                                  $739,000
Supplemental Plan of Distribution (Conflicts of Interest)        S-61
                               Prospectus
About this Prospectus                                                 1
Risk Factors                                                          2
Where You Can Find More Information                                   3     Autocallable Contingent Income
Special Note Regarding Forward-Looking Statements                     4
HSBC USA Inc.                                                         7    Barrier Notes Linked to the Least
Use of Proceeds                                                       8
Description of Debt Securities                                        9   Performing of Chevron Corporation,
Description of Preferred Stock
Description of Warrants
                                                                     20
                                                                     25
                                                                          The Goldman Sachs Group, Inc. and
Description of Purchase Contracts                                    30          Microsoft Corporation
Description of Units                                                 33
Book-Entry Procedures                                                36
Limitations on Issuances in Bearer Form                              40
U.S. Federal Income Tax Considerations Relating to Debt Securities   41
Plan of Distribution (Conflicts of Interest)                         49
Notice to Canadian Investors                                         52
Notice to EEA Investors                                              53
Notice to UK Investors                                               54
UK Financial Promotion                                               54
Certain ERISA Matters                                                55
Legal Opinions                                                       57
Experts                                                              58



                                                                                                 September 18, 2019



                                                                                                 Pricing Supplement



Document Created: 2019-09-20 15:22:08
Document Modified: 2019-09-20 15:22:08
Additional Files
FileSequenceDescriptionTypeSize
0001144204-19-045457.txt   Complete submission text file   883432
$CVX $GS $MSFT

© 2019 SEC.report
SEC CFR Title 17 of the Code of Federal Regulations.