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HSBC USA Inc UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-07436 HSBC USA Inc. (Exact name of registrant as specified in its charter) Maryland 13-2764867 (State of incorporation) (I.R.S. Employer Identification No.) 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 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered $100,000,000 Zero Coupon Callable Accreting Notes due January 15, 2043 New York Stock Exchange $50,000,000 Zero Coupon Callable Accreting Notes due January 29, 2043 New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No As of February 15, 2019, there were 714 shares of the registrant's common stock outstanding, all of which are owned by HSBC North America Holdings Inc. The registrant meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and has therefore omitted certain items from this report in accordance with the reduced disclosure format under General Instruction I. DOCUMENTS INCORPORATED BY REFERENCE None. HSBC USA Inc. TABLE OF CONTENTS Part/Item No. Part I Page Item 1. Business: Organization History ............................................................................................................................... 4 HSBC North America Operations ........................................................................................................... 4 HSBC USA Operations ........................................................................................................................... 4 Funding.................................................................................................................................................... 6 Employees and Customers ...................................................................................................................... 7 Regulation and Competition.................................................................................................................... 7 Corporate Governance and Controls ....................................................................................................... 14 Item 1A. Risk Factors ............................................................................................................................................... 15 Item 1B. Unresolved Staff Comments...................................................................................................................... 28 Item 2. Properties ................................................................................................................................................... 29 Item 3. Legal Proceedings...................................................................................................................................... 29 Item 4. Mine Safety Disclosures ............................................................................................................................ 29 Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.................................................................................................................................................... 29 Item 6. Selected Financial Data.............................................................................................................................. 30 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations: Forward-Looking Statements .................................................................................................................. 32 Executive Overview ................................................................................................................................ 34 Basis of Reporting ................................................................................................................................... 36 Critical Accounting Policies and Estimates............................................................................................. 37 Balance Sheet Review ............................................................................................................................. 42 Results of Operations .............................................................................................................................. 47 Segment Results - Group Reporting Basis .............................................................................................. 54 Credit Quality .......................................................................................................................................... 61 Liquidity and Capital Resources ............................................................................................................. 76 Off-Balance Sheet Arrangements, Credit Derivatives and Other Contractual Obligations .................... 80 Fair Value................................................................................................................................................. 81 Risk Management.................................................................................................................................... 83 Glossary of Terms.................................................................................................................................... 101 Consolidated Average Balances and Interest Rates................................................................................. 103 Item 7A. Quantitative and Qualitative Disclosures about Market Risk.................................................................... 105 Item 8. Financial Statements and Supplementary Data.......................................................................................... 105 Selected Quarterly Financial Data (Unaudited)......................................................................................... 210 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.................... 210 Item 9A. Controls and Procedures ............................................................................................................................ 210 Item 9B. Other Information ...................................................................................................................................... 211 2 HSBC USA Inc. Part/Item No. Part III Page Item 10. Directors, Executive Officers and Corporate Governance......................................................................... 213 Item 11. Executive Compensation ........................................................................................................................... 213 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . 213 Item 13. Certain Relationships and Related Transactions, and Director Independence .......................................... 213 Item 14. Principal Accounting Fees and Services...................................................................................................
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