8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 20, 2012

Commission file number 1-7436

HSBC USA INC.

(Exact name of registrant as specified in its charter)

Maryland	13-2764867
(State of incorporation)	(IRS Employer Identification Number)
452 Fifth Avenue, New York, New York	10018
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 525-5000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 9.01. Financial Statements and Exhibits.

Exhibits are filed herewith in connection with the issuance of $1,500,000,000 1.625% Senior Notes due January 16, 2018 by HSBC USA Inc. (the “Company”) on December 20, 2012, pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-180289) (the “Registration Statement”).

(d) Exhibits

The following exhibits are incorporated by reference into the Registration Statement as exhibits thereto and are filed as part of this Current Report:

Exhibit No.	Description
5.1	Opinion and consent of Mick Forde, Senior Vice President, Deputy General Counsel—Corporate and Assistant Secretary of HSBC USA Inc.
5.2	Opinion and consent of Wilmer Cutler Pickering Hale and Dorr LLP
8	Opinion and consent of Sidley Austin LLP as to certain tax matters
23.1	Consent of Mick Forde, Senior Vice President, Deputy General Counsel—Corporate and Secretary of HSBC USA Inc. (included in Exhibit 5.1)
23.2	Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.2)
23.3	Consent of Sidley Austin LLP (included in Exhibit 8)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HSBC USA Inc. (Registrant)
By:	/s/ MICK FORDE
	Name: Mick Forde Title: Senior Vice President, Deputy General Counsel –
	Corporate and Assistant Secretary

Dated: December 20, 2012

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Exhibit Index

Exhibit No.	Description
5.1	Opinion and consent of Mick Forde, Senior Vice President, Deputy General Counsel—Corporate and Assistant Secretary of HSBC USA Inc.
5.2	Opinion and consent of Wilmer Cutler Pickering Hale and Dorr LLP
8	Opinion and consent of Sidley Austin LLP as to certain tax matters
23.1	Consent of Mick Forde, Senior Vice President, Deputy General Counsel—Corporate and Secretary of HSBC USA Inc. (included in Exhibit 5.1)
23.2	Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.2)
23.3	Consent of Sidley Austin LLP (included in Exhibit 8)

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EX-5.1

Exhibit 5.1

Mick Forde

Senior Vice President, Deputy General Counsel – Corporate

& Assistant Secretary

December 20, 2012

HSBC USA Inc.

452 Fifth Avenue

New York, New York 10018

Re: HSBC USA Inc.

Ladies and Gentlemen:

I am a Deputy General Counsel – Corporate of HSBC USA Inc., a Maryland corporation (the “Company”). This opinion is delivered to you in connection with the offering of $1,500,000,000 principal amount of the Company’s 1.625% Senior Notes due January 16, 2018 (the “Securities”), pursuant to the Registration Statement on Form S-3 (No. 333-180289) (the “Registration Statement”) and the prospectus dated March 22, 2012, as supplemented by the prospectus supplement dated December 13, 2012 (together, the “Prospectus”). The Securities are to be issued pursuant to the Indenture, dated as of March 31, 2009 (the “Indenture”), between the Company and Wells Fargo Bank, National Association, as the trustee.

For purposes of this opinion, I have reviewed the Company’s Articles of Incorporation and By-laws, each as amended to date; the proceedings of its Board of Directors; the Indenture; and such other Company documents, agreements and instruments and such questions of law as I have deemed necessary or appropriate for purposes of this opinion. In such examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures (other than those of the Company), the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies and the authenticity of the original of such copies.

Based upon the foregoing, I am of the opinion that the execution and delivery of the Securities have been duly authorized by all necessary corporate action on the part of the Company and the Securities constitute valid and binding obligations of the Company enforceable in accordance with their terms and entitled to the benefits of the Indenture (subject as to enforceability to (i) the effects of bankruptcy, insolvency, fraudulent

HSBC North America

26525 N. Riverwoods Blvd., Mettawa, IL 60045

Tel: 224-544-2945 Fax: 224-552-2945

michael.j.forde@us.hsbc.com

HSBC USA Inc.

December 20, 2012

Page 2

conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and (ii) concepts of reasonableness and equitable principles of general applicability, whether considered in a proceeding in equity or at law (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith).

The foregoing opinion is limited to the Federal laws of the United States, the laws of the State of New York and the Maryland General Corporation Law as in effect on the date hereof, and I am expressing no opinion as to the effect of the laws of any other jurisdiction or as of any other date. Insofar as the opinions expressed herein relate to or are dependent upon matters governed by the laws of the State of Maryland, I have relied upon the opinion of Wilmer Cutler Pickering Hale and Dorr LLP delivered on the date of this opinion.

I consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K filed by the Company and its incorporation by reference into the Registration Statement and to the reference to my name in the Prospectus under the heading “Legal Opinions.” In giving this consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Sincerely,

/S/ MICK FORDE

Mick Forde

Senior Vice President, Deputy

General Counsel – Corporate and Assistant Secretary

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EX-5.2

Exhibit 5.2

December 20, 2012

HSBC USA Inc.

452 Fifth Avenue

New York, New York 10018

Re: HSBC USA Inc.

Ladies and Gentlemen:

We have acted as special Maryland counsel to HSBC USA Inc., a Maryland corporation (the “Company”), and are providing this opinion in connection with the offering of $1,500,000,000 principal amount of the Company’s 1.625% Senior Notes due January 16, 2018 (the “Notes”), pursuant to the Registration Statement on Form S-3 (No. 333-180289) (the “Registration Statement”) and the prospectus dated March 22, 2012, as supplemented by the prospectus supplement dated December 13, 2012 (together, the “Prospectus”). The Notes are to be issued pursuant to the Indenture, dated as of March 31, 2009 (the “Indenture”), between the Company and Wells Fargo Bank, National Association, as the trustee.

For purposes of our opinion, we have examined and relied upon the Company’s Articles of Incorporation and By-laws, each as amended to date; the proceedings of its Board of Directors; the Indenture; and such other Company documents, agreements and instruments and such questions of law as we have deemed necessary or appropriate for purposes of this opinion. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures (other than those of the Company), the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the original of such copies.

Based upon the foregoing, we are of the opinion that the Indenture has been duly authorized, executed and delivered by the Company and the Notes have been duly authorized and executed and, when the Notes have been duly authenticated and delivered by the Company against payment therefor, the Notes will have been duly issued by the Company.

The foregoing opinion is limited to the state laws of the State of Maryland as in effect on the date hereof, and we are expressing no opinion as to the effect of the laws of any other jurisdiction or as of any other date. This opinion is rendered solely for the use of the Company in connection with the Offering, provided that Mick Forde, Senior Vice President, Deputy General Counsel of the Company, may rely on this opinion in rendering his opinion to the Company relating to the enforceability of the Indenture and the Notes.

December 20, 2012

Page 2

We consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K filed by the Company and its incorporation by reference into the Registration Statement and to the reference to our name in the Prospectus under the heading “Legal Opinions.” In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,
WILMER CUTLER PICKERING
HALE AND DORR LLP
By:	/S/ JOHN B. WATKINS
	John B. Watkins

EX-8

Exhibit 8

SIDLEY AUSTIN LLP ONE SOUTH DEARBORN CHICAGO, IL 60603 (312) 853-7100 (312) 853-7036 FAX BEIJING
BRUSSELS CHICAGO DALLAS FRANKFURT GENEVA HONG KONG HOUSTON LONDON   FOUNDED 1866 EXHIBIT 8
LOS ANGELES NEW YORK PALO ALTO SAN FRANCISCO SHANGHAI SINGAPORE SYDNEY TOKYO WASHINGTON, D.C.

December 20, 2012

HSBC USA Inc.

452 Fifth Avenue

New York, New York 10018

Ladies and Gentlemen:

We are special tax counsel to HSBC USA Inc. (the “Company”) in connection with the Company’s sale of $1,500,000,000 principal amount of 1.625% Senior Notes due January 16, 2018 (the “Notes”), which are described in the prospectus supplement dated December 13, 2012 (the “Prospectus Supplement”) to the prospectus dated March 22, 2012 (the “Prospectus”). The statements in the Prospectus under the heading “U.S. Federal Income Tax Considerations Relating to Debt Securities,” as updated by the statements in the Prospectus Supplement under the heading “Certain Additional U.S. Federal Income Tax Considerations Relating to the Notes,” to the extent they constitute matters of federal income tax law or legal conclusions with respect thereto applicable to the Notes, have been prepared and reviewed by us and, in our opinion, are correct in all material respects. In rendering this opinion, we have relied without independent investigation on the description of the Notes set forth in the Prospectus Supplement and the Prospectus. We hereby consent to the filing of this opinion as an exhibit to Form 8-K of the Company on or about the date hereof and to the incorporation by reference of this opinion into the Registration Statement on Form S-3 filed with the Securities and Exchange Commission on March 22, 2012 and to the reference to this firm as special tax counsel in the Prospectus Supplement and Prospectus under the heading “Legal Opinions” in connection with the Notes. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

We assume no obligation to update or supplement this letter to reflect any facts or circumstances which may hereafter come to our attention with respect to the opinion expressed above, including any changes in applicable law which may hereafter occur.

Very truly yours,

/S/ SIDLEY AUSTIN LLP

Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships