Item 2.01. Completion of Acquisition or Disposition of Assets.

On May 1, 2012, HSBC Holdings plc, through its wholly owned subsidiaries, HSBC Finance Corporation (the "Company"), HSBC USA Inc., HSBC Technology & Services (USA) Inc. and other wholly owned affiliates, completed the previously-announced disposition of its Card and Retail Services business to Capital One Financial Corporation ("Capital One") pursuant to the Purchase and Assumption Agreement, dated August 10, 2011 (the "Purchase Agreement"), among HSBC Finance Corporation, HSBC USA Inc., HSBC Technology and Services (USA) Inc. and Capital One Financial Corporation. The total final cash consideration received from Capital One expected to be allocated to the Company based on April 30, 2012 balances is approximately $11.8 billion, resulting in an after-tax gain of approximately $1.4 billion that will be recorded in the second quarter of 2012.

The foregoing description of the Purchase Agreement and the disposition is qualified in its entirety by reference to the actual terms of the Purchase Agreement, which is included as Exhibit 2.1 hereto and is incorporated herein by reference. The Purchase Agreement is described more fully in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2011, which description is also incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The pro forma financial information relating to the disposition and specified in Article 11 of Regulation S-X is filed as Exhibit 99.1 hereto.

(d) Exhibits

2.1 Purchase and Assumption Agreement, dated August 10, 2011, among HSBC Finance Corporation, HSBC USA Inc., HSBC Technology and Services (USA) Inc. and Capital One Financial Corporation (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed August 12, 2011)

99.1 HSBC Finance Corporation Unaudited Pro Forma Condensed Consolidated Financial Information

---