7 Year Growth Opportunity Averaging CDs with Minimum ...

7 Year Growth Opportunity Averaging CDs with Minimum Return at Maturity Linked to The Dow Jones Industrial Average

Overview

The 7 years Year Growth Opportunity Averaging CDs provide exposure to the potential average growth of the Reference Asset indicated below, and will pay the full Principal Amount if the CDs are held to maturity, subject to our credit risk and FDIC insurance limits.

Preliminary Terms

Highlights

Issuer HSBC Bank USA, National Association

Principal Amount $1,000 for each CD

Minimum $1,000 and increments of $1,000 thereafter Denomination

Trade Date June 24, 2019

Pricing Date June 24, 2019

Maturity Date June 29, 2026

Term 7 years Reference Asset The Dow Jones Industrial AverageSM (ticker: INDU)

(the "Index")

Maturity The Principal Amount plus the Interest Payment Redemption Amount

Amount

Interest Payment The Principal Amount multiplied by the greater of (1) Amount the Minimum Return and (2) the Final Return

Minimum Return [2.00% to 5.00%], to be determined on the Pricing Date, corresponding to an annual percentage yield ("APY") of 0.28% - 0.70%

Final Return The product of (1) the Reference Asset Return and (2) the Participation Rate

Reference Asset The quotient of (i) the Average Closing Level minus Return the Initial Level, divided by (ii) the Initial Level

Participation 100.00% Rate

Initial Level The Closing Level of the Index on the Pricing Date

Average Closing The arithmetic average of the Closing Levels of the Level Index on each of the Observation Dates

Observation Quarterly on the 24th day of June, September, Dates December and March of each year during the term of the CDs, beginning on September 24, 2019 and ending on June 24, 2026, subject to adjustment as described herein. There will be a total of twenty eight Observation Dates.

Estimated Initial Between $900 and $950 per CD. Value

CUSIP 44329M5W9

Placement Fee Up to 4.00% of the Principal Amount (or up to $40.00 per CD)

Comparable Yield 2.38% (for tax

purposes)

Growth Potential: Depositors will have the opportunity to receive an uncapped interest payment at maturity based on the potential positive quarterly average performance of the Index as measured from the Pricing Date.

FDIC Insurance: These deposits qualify for FDIC coverage of generally up to $250,000 in aggregate for all deposits with the Issuer for individual depositors and up to $250,000 in aggregate for all deposits with the Issuer held by the same person in certain retirement plans and accounts, including IRAs.

The Reference Asset

The Dow Jones Industrial Average is a price-weighted average of 30 blue-chip stocks that are generally the leaders in their industry. It has been a widely followed indicator of the stock market since October 1, 1928.

The graph below illustrates the daily seven year performance of the Index through May 28, 2019. For more information about the historical levels of the Index, see "Annex A: Description of the Index--Historical Performance of the Index" herein.

Features of the 7 Year Growth Opportunity Averaging CDs

Regardless of the Index performance, depositors will receive at least the Principal Amount and any Minimum Return at maturity, subject to our credit risk and FDIC insurance limits.

The CDs with quarterly averaging may experience lower volatility as compared to a direct investment in the securities included in the Index.

How We Calculate the Return on the CDs

1. Record the Closing Level of the Index on the Pricing Date (the Initial Level) and at the end of each Observation Date. Calculate the average of these Closing Levels at maturity (the Average Closing Level)

2. Determine the percentage change of the Average Closing Level relative to the Initial Level (the Reference Asset Return). 3. Calculate the Final Return on the CDs as (1) the Reference Asset Return multiplied by (2) the Participation Rate. 4. Calculate the Interest Payment Amount as the Principal Amount multiplied by the greater of (1) the Minimum Return and (2)

the Final Return.

Hypothetical Scenarios

Examples below are for purposes of illustration only. They show hypothetical calculations of the Index's Final Return, assuming a Participation Rate of 100%, The Interest Payment Amount of the CDs is calculated by multiplying the Principle Amount by the greater of the Minimum Return of 3.50% (which is the mid-point of the range set forth on the cover page of this term sheet) and the Index's Final Return. For a more in-depth hypothetical analysis, see "Illustrative Examples" herein.

Scenario 1 depicts the level of the Reference Asset increasing over the term of the CDs

Scenario 1

Initial level Average Closing Level Reference Asset Return (Quarterly Average) Participation Rate Final Return Minimum Return Interest Payment Amount Maturity Redemption Amount

Scenario 2 depicts the level of the Reference Asset increasing then decreasing over the term of the CDs

100 127 27% 100% 27% 3.50% $270 $1270

Scenario 2

Initial level Average Closing Level Reference Asset Return (Quarterly Average) Participation Rate Final Return Minimum Return Interest Payment Amount Maturity Redemption Amount

Scenario 3 depicts the level of the Reference Asset decreasing over the term of the CDs

100 108 8% 100% 8% 3.50% $80 $1080

Scenario 3

Initial level Average Closing Level Reference Asset Return (Quarterly Average) Participation Rate Final Return Minimum Return Interest Payment Amount Maturity Redemption Amount

100 76

-24%

100%

-24% 3.50%

$35 $1035

Certain Risks and Considerations

Purchasing the CDs involves a number of risks. Prospective depositors should reach a purchase decision only after careful consideration with their financial, legal, accounting, tax and other advisors regarding the suitability of the CDs in light of their particular circumstances. See "Risk Factors" herein and beginning on page 14 of the Base Disclosure Statement for a discussion of risks.

Important information regarding the CDs is also contained in the Base Disclosure Statement for Certificates of Deposit dated February 25, 2019 (the "Base Disclosure Statement"), which forms a part of, and is incorporated by reference into, these Terms and Conditions. Therefore, these Terms and Conditions should be read in conjunction with the Base Disclosure Statement. A copy of the Base Disclosure Statement is available at or can be obtained from the Agent offering the CDs.

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HSBC Bank USA, National Association

7 Year Growth Opportunity Averaging CDs with Minimum Return at Maturity

Linked to The Dow Jones Industrial Average Maturing on June 29, 2026

Initial Terms and Conditions Deposit Highlights

GENERAL

? Certificates of deposit (the "CDs") issued by HSBC Bank USA, National Association (the "Issuer" or the "Bank") ? The Issuer will pay at least the full Principal Amount and any Minimum Return if the CDs are held to maturity, subject to our

credit risk and FDIC insurance limits ? The CDs are obligations of the Issuer and not its affiliates or agents, and amounts due under the CDs are subject to our credit

risk and FDIC insurance limits ? The CDs are FDIC insured within the limits and to the extent described herein and in the Base Disclosure Statement dated

February 25, 2019 under the section entitled "FDIC Insurance" ? As described more fully herein, early withdrawals may be permitted at par in the event of the death or adjudication of

incompetence of the beneficial owner of the CDs

SUMMARY OF TERMS

Set forth in these Terms and Conditions is a summary of certain terms and conditions of the 7 Year Growth Opportunity Averaging CDs with Minimum Return at Maturity Linked to the Dow Jones Industrial AverageSMmaturing June 29, 2026. The following summary of certain terms of the CDs is subject to the more detailed terms of the CDs included elsewhere in these Terms and Conditions, and also should be read in conjunction with the Base Disclosure Statement.

Issuer:

HSBC Bank USA, National Association

CDs:

7 Year Growth Opportunity Averaging CDs with Minimum Return at Maturity Linked to the Dow Jones Industrial AverageSMmaturing June 29, 2026

Book-Entry Form:

The CDs will be represented by one or more master CDs held by and registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"). Beneficial interests in the CDs will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its direct and indirect participants.

Aggregate Principal Amount:

Minimum Denominations:

$TBD

$1,000 in Principal Amount (except that each Agent may, in its discretion, impose a higher minimum deposit amount with respect to the CD sales to its customers) and multiples of $1,000 in Principal Amount thereafter.

Principal Amount:

$1,000 for each CD

Trade Date:

June 24, 2019

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Pricing Date:

June 24, 2019

Settlement Date:

June 27, 2019

Maturity Date:

June 29, 2026, subject to adjustment as described in "Description of the Certificates of Deposit-- Adjustments to the Observation Dates."

Issue Price:

100% of the Principal Amount

Reference Asset:

The Dow Jones Industrial AverageSM(ticker: INDU) (the "Index"). The sponsor of the Index will be referred to as the "Reference Index Sponsor." For summary descriptions of the Index and the Reference Index Sponsor, please refer to Annex A hereto.

Payment at Maturity:

For each CD, the Maturity Redemption Amount.

Maturity Redemption Amount:

The Maturity Redemption Amount is the total amount due and payable on each CD on the Maturity Date. On the Maturity Date, the depositor of each CD will receive an amount equal to the Principal Amount plus the Interest Payment Amount. If the scheduled Maturity Date is not a Business Day, the Maturity Redemption Amount will be paid on the next following Business Day, and no interest will accrue in connection with such postponement.

Interest Payment Amount:

Minimum Return:

The Principal Amount multiplied by the greater of (1) the Minimum Return and (2) the Final Return. 2.00% to 5.00%, to be determined on the Pricing Date, corresponding to an APY of 0.28% - 0.70%

Final Return:

The product of (1) the Reference Asset Return and (2) the Participation Rate

Reference Asset Return:

Participation Rate:

The quotient of (A) the Average Closing Level minus the Initial Level, divided by (B) the Initial Level. 100.00%

Average Closing Level: The arithmetic average of the Closing Levels of the Index on each of the 28 Observation Dates.

Initial Level:

The Closing Level of the Index on the Pricing Date

Closing Level:

The closing level of the Index on any Scheduled Trading Day as determined by the Calculation Agent based upon the closing level displayed on the Bloomberg Professional?service page "INDU ", or on any successor page on the Bloomberg Professional?service or any successor service, as applicable.

Observation Dates:

Quarterly on the 24th day of June, September, December and March of each year during the term of the CDs, beginning on September 24, 2019 and ending on June 24, 2026, subject to adjustment as described in "Description of the Certificates of Deposit--Adjustments to the Observation Dates." There will be a total of twenty eight Observation Dates over the term of the CDs.

Scheduled Trading Day:

Any day on which all of the Relevant Exchanges and Related Exchanges are scheduled to be open for trading for their respective regular trading sessions

Relevant Exchange:

Any exchange or quotation system for the stocks or other securities included in the Index, where trading has a material effect (as determined by the Calculation Agent) on the Index.

Related Exchange:

Each exchange or quotation system or any successor to such exchange or quotation system or any substitute exchange or quotation system to which trading in the futures or options contracts relating to the Index or the stocks or other securities included in the Index has temporarily relocated (provided that

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