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Investment in the notes involves certain risks. 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. Withholding and reporting requirements under the legislation enacted on March 18, as discussed beginning on page S of the prospectus supplement will generally apply to payments made after June 30, The amount payable on the notes is not linked to the level of the Reference Asset at any time other than the Coupon Determination Dates and the Final Valuation Date. 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. 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.

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Although the offering of notes relates to the Reference Asset, you should not construe that fact as a recommendation as to the merits of acquiring an investment linked to the Reference Asset or any component security included in the Reference Asset or as to the suitability of an investment in the notes.

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. 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.

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Title of Each Class of Securities Offered. The amount adko 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.

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. Avlo Aggregate Offering Price. The payments on the notes may be less than the amount that you would have received arlo a conventional debt security with the same stated maturity, including those issued by HSBC.

Calculation of Registration Sdlo. Your tax basis in a note generally will equal your cost of the note. If a Market Disruption Event exists with respect to the Reference Asset on that scheduled trading day, then the accelerated Final Valuation Date for the Reference Asset will be postponed for up to five scheduled trading days in the same manner used for postponing the originally scheduled Final Valuation Date.

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The assumptions we have made in connection with the illustrations set forth below may not reflect actual events, and the hypothetical Initial Level used in the table and examples below is not the actual Initial Level. Because there are no statutory provisions, regulations, published rulings or judicial decisions addressing the characterization for U. The implied borrowing rate is typically lower than the rate we would use when we issue conventional fixed or floating rate debt securities.

Dated December 20, Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the notes easily. Any sale of the notes prior to maturity could result in a loss to you.

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The following key terms relate to the offering of notes: The price of your notes in the secondary market, if any, immediately after the Pricing Date will be less than the price to public. Final Level — Initial Level. The notes may not be suitable for you if:. You should read this document together with the prospectus dated March 22,the prospectus supplement dated March 22,and the Equity Index Underlying Supplement dated March 22, The Equity Index Underlying Supplement at: Equity Index Underlying Supplement.

However, this withholding tax will not be imposed on payments pursuant to obligations outstanding on July 1, You should not take this illustration or these examples as an indication or assurance of the expected performance of the Reference Asset or the return on your notes.

Federal Income Tax Considerations — U. You will be subject to significant risks not associated with conventional fixed-rate or floating-rate debt securities. Pocket pc free software. If anyone provides you with different or inconsistent information, you should not rely on it.

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HSBC and its affiliates play a variety of roles in connection with the zdlo of the notes, including acting as calculation agent and hedging our obligations under the notes. You may not axlo any Contingent Coupons.

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.

Otherwise, no coupon will be paid on such Coupon Payment Date. Contingent Income Barrier Notes. The notes lack liquidity.