-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FG33u0/406tpYWkdP4VI838Bs+h2/OTpYjILqkRjDlc9zzGtBPq0BuPF8cInPBsu fm8QWugpn48zapZGbFW10g== 0000354964-07-000129.txt : 20070713 0000354964-07-000129.hdr.sgml : 20070713 20070713162741 ACCESSION NUMBER: 0000354964-07-000129 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20061231 FILED AS OF DATE: 20070713 DATE AS OF CHANGE: 20070713 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HSBC Finance CORP CENTRAL INDEX KEY: 0000354964 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 861052062 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08198 FILM NUMBER: 07978909 BUSINESS ADDRESS: STREET 1: 2700 SANDERS RD CITY: PROSPECT HEIGHTS STATE: IL ZIP: 60070 BUSINESS PHONE: 8475645000 MAIL ADDRESS: STREET 1: 2700 SANDERS ROAD CITY: PROSPECT HEIGHTS STATE: IL ZIP: 60070 FORMER COMPANY: FORMER CONFORMED NAME: HOUSEHOLD INTERNATIONAL INC DATE OF NAME CHANGE: 19920703 10-K/A 1 form10ka2006.htm FORM 10-K/A - AMENDMENT NO. 2

UNITED STATES SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

(Amendment No. 2)

(Mark One)

 

 

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the fiscal year ended December 31, 2006

 

 

OR

 

 

o

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 1-8198

 

HSBC FINANCE CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware
(State of incorporation)

86-1052062
(I.R.S. Employer Identification No.

 

 

2700 Sanders Road Prospect Heights, Illinois
(Address of principle executive offices)

60070
(Zip Code)

(847) 564-5000
Registrant’s telephone number, including area code

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

Name of Each Exchange on Which Registered

 

 

8.40% Debentures Maturing at Holder’s Option Annually on
December 15, Commencing in 1986 and Due May 15, 2008

New York Stock Exchange

Floating Rate Notes due May 21, 2008

New York Stock Exchange

Floating Rate Notes, due September 15, 2008

New York Stock Exchange

Floating Rate Notes due October 21, 2009

New York Stock Exchange

Floating Rate Notes due October 21, 2009

New York Stock Exchange

4.625% Notes, due September 15, 2010

New York Stock Exchange

5.25% Notes, due January 14, 2011

New York Stock Exchange

6 3/4% Notes, due May 15, 2011

New York Stock Exchange

5.7% Notes due June 1, 2011

New York Stock Exchange

Floating Rate Notes, due July 19, 2012

New York Stock Exchange

Floating Rate Notes, due September 14, 2012

New York Stock Exchange

Floating Rate Notes due January 15, 2014

New York Stock Exchange

5.25% Notes due January 15, 2014

New York Stock Exchange

5.0% Notes, due June 30, 2015

New York Stock Exchange

5.5% Notes due January 19, 2016

New York Stock Exchange

Floating Rate Notes due June 1, 2016

New York Stock Exchange

6.875% Notes, due January 30, 2033

New York Stock Exchange

6% Notes, due November 30, 2033

New York Stock Exchange

Depositary Shares (each representing one-fortieth share of
6.36% Non-Cumulative Preferred Stock, Series B, no par,
$1,000 stated maturity)

New York Stock Exchange

Guarantee of Preferred Securities of HSBC Capital Trust IX

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 x

No o

 

 

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 o

No x

 

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 x No o

 

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. x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer o

Accelerated filer o

Non-accelerated filer x

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o

No x

 

As of March 2, 2007, there were 55 shares of the registrant’s common stock outstanding, all of which are owned by HSBC Investments (North America) Inc.

DOCUMENTS INCORPORATED BY REFERENCE

None.

 


EXPLANATORY NOTE

 

This Amendment No. 2 on Form 10-K/A is filed pursuant to Rule 15d-21 solely for purposes of filing the Annual Report on Form 11-K for the HSBC – North America (U.S.) Tax Reduction Investment Plan for the fiscal year ended December 31, 2006. All information in the Registrant’s Annual Report on Form 10-K as amended by the amended Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on March 5, 2007 and March 16, 2007, respectively, remains unchanged and has not been repeated in this Amendment. Accordingly, this Amendment No. 2 on Form 10-K/A should be read in conjunction with the Form 10-K as so amended.

 

Item 15. Exhibits and Financial Statement Schedules.

 

(a)(3) Exhibits.

 

Exhibit Number

 

 

Description of Exhibit

 

 

 

31

 

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

32

 

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

99.1

 

Annual Report on Form 11-K for the HSBC – North America (U.S.) Tax Reduction Investment Plan

 

 

 


Signature

 

 

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 thereunto duly authorized.

 

 

 

HSBC FINANCE CORPORATION

 

(Registrant)

 

 

 

/s/ PATRICK D. SCHWARTZ

 

 

 

Patrick D. Schwartz

 

Vice President and Deputy General Counsel - Corporate

 

 

Date: July 13, 2007

 

Exhibit Index

 

 

Exhibit Number

 

 

Description of Exhibit

 

 

 

31

 

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

32

 

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

99.1

 

Annual Report on Form 11-K for the HSBC – North America (U.S.) Tax Reduction Investment Plan

 

 

 

EX-31 2 exhibits31.htm

Exhibit 31

Certification of Chief Executive Officer

 

I, Brendan P. McDonagh, Chief Executive Officer of HSBC Finance Corporation, certify that:

 

 

1.

I have reviewed this annual report on Form 10-K/A of HSBC Finance Corporation;

 

 

2.

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

 

 

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

 

 

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

 

 

b)

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

c)

disclosed in this annual report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

 

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

 

a)

all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

 

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: July 13, 2007

/s/ BRENDAN P. MCDONAGH

Brendan P. McDonagh

Chief Executive Officer

 


Exhibit 31

Certification of Chief Financial Officer

 

I, Beverley A. Sibblies, Senior Vice President and Chief Financial Officer of HSBC Finance Corporation, certify that:

 

 

1.

I have reviewed this annual report on Form 10-K/A of HSBC Finance Corporation;

 

 

2.

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

 

 

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

 

 

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

 

 

b)

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

c)

disclosed in this annual report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

 

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

 

a)

all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

 

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: July 13, 2007

/s/ BEVERLEY A. SIBBLIES

Beverley A. Sibblies

Senior Vice President

and Chief Financial Officer

 

 

EX-32 3 exhibits32.htm

Exhibit 32

Certification Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

The certification set forth below is being submitted in connection with the HSBC Finance Corporation (the "Company") Annual Report on Form 10-K/A for the fiscal year ended December 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report") for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and Section 1350 of Chapter 63 of Title 18 of the United States Code.

 

I, Brendan P. McDonagh, Chief Executive Officer of the Company, certify that:

 

 

1.

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

 

 

2.

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of HSBC Finance Corporation.

 

July 13, 2007

 

/s/ BRENDAN P. MCDONAGH

Brendan P. McDonagh

Chief Executive Officer

 

This certification accompanies each Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by HSBC Finance Corporation for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

 

Signed originals of these written statements required by Section 906 of the Sarbanes-Oxley Act of 2002 have been provided to HSBC Finance Corporation and will be retained by HSBC Finance Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

 

 


Exhibit 32

 

Certification Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

The certification set forth below is being submitted in connection with the HSBC Finance Corporation (the "Company") Annual Report on Form 10-K/A for the fiscal year ended December 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report") for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and Section 1350 of Chapter 63 of Title 18 of the United States Code.

 

I, Beverley A. Sibblies, Senior Vice President and Chief Financial Officer of the Company, certify that:

 

 

1.

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

 

 

2.

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of HSBC Finance Corporation.

 

July 13, 2007

 

/s/ BEVERLEY A. SIBBLIES

Beverley A. Sibblies

Senior Vice President

and Chief Financial Officer

 

This certification accompanies each Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by HSBC Finance Corporation for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

 

Signed originals of these written statements required by Section 906 of the Sarbanes-Oxley Act of 2002 have been provided to HSBC Finance Corporation and will be retained by HSBC Finance Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

 

EX-99 4 trip11k2006.htm EXHIBIT 99.1 - FORM 11-K - DEC. 31, 2006

Exhibit 99.1

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

        Washington, D.C. 20549

 

FORM 11-K

 

(Mark One)

 

x

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

For the fiscal year ended DECEMBER 31, 2006

 

OR

 

o

TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

 

For the transition period from __________ to __________

 

 

Commission file number 1-8198

_______________________________

 

 

A.

Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

 

HSBC-NORTH AMERICA (U.S.) TAX REDUCTION INVESTMENT PLAN

 

 

B.

Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

 

HSBC FINANCE CORPORATION

 

2700 Sanders Road

 

Prospect Heights, Illinois 60070

 

As of March 28, 2003, all shares of HSBC Finance Corporation (formerly known as Household International, Inc.) common stock held by the plan were converted to American depository shares of HSBC Holdings plc (“HSBC”). HSBC’s executive offices are located at 8 Canada Square, London E14 5HQ, United Kingdom.

 

 


Financial Statements and Exhibits

 

Page

 

Number

 

 

 

(a)

Financial Statements

 

 

1.

Report of Independent Registered Public

Accounting Firm - as of and for the years

 

ended December 31, 2006 and 2005..

F-1

 

 

2.

Statements of Net Assets Available for Plan

 

Benefits as of December 31, 2006 and 2005

F-2

 

 

3.

Statements of Changes in Net Assets Available

for Plan Benefits for each of the years in the

 

two year period ended December 31, 2006

F-3

 

 

4.

Notes to Financial Statements

F-4

 

 

(b)

Supplemental Schedules

 

 

Schedule H – Line 4i – Schedule of Assets Held

 

(As of December 31, 2006)

F-10

 

 

(c)

Exhibit

 

                

 

1.

23(a) Consent of Independent Registered Public

 

Accounting Firm – KPMG LLP

F-11

 

 

 


SIGNATURE

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee has duly caused this annual report to be signed by the undersigned thereunto duly authorized.

 

                HSBC-North America (U.S.) Tax Reduction Investment Plan

 

 

Date:

July 13, 2007

By:

/s/ Steven B. Gonabe

 

Executive Vice President - Administration of

 

HSBC Finance Corporation

 

 

 

 


Report of Independent Registered Public Accounting Firm

The Administrative Committee of the

HSBC-North America (U.S.) Tax Reduction Investment Plan:

We have audited the accompanying statements of net assets available for plan benefits for the HSBC North America (U.S.) Tax Reduction Investment Plan (or the Plan) as of December 31, 2006 and 2005, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Plan as of December 31, 2006 and 2005, and the changes in net assets available for benefits for the years then ended in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule, Schedule H, Line 4i – Schedule of Assets (Held at End of Year), are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

 

\s\ KPMG LLP

Chicago, IL

July 11, 2007

 

 

 

F-1

 

 


HSBC-NORTH AMERICA (U.S.) TAX REDUCTION INVESTMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS

 

 

December 31,

2006

 

2005

 

 

 

 

 

 

 

 

 

in thousands

 

ASSETS

 

 

 

Total investments

$ 2,722,125.8

 

$ 2,200,369.2

 

 

 

 

Receivables:

 

 

 

Contributions:

 

 

 

Employer

6.6

 

14.2

Participant

29.1

 

50.0

Accrued dividends and interest

1.8

 

2.3

 

 

 

 

Total receivables

37.5

 

66.5

 

 

 

 

NET ASSETS AVAILABLE FOR PLAN BENEFITS

$ 2,722,163.3

 

$ 2,200,435.7

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

 

 

 

 

 

 

F-2

 

 


HSBC-NORTH AMERICA (U.S.) TAX REDUCTION INVESTMENT PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS

 

 

YEAR ENDED DECEMBER 31,

 

2006

 

2005

 

 

 

 

 

 

in thousands

ADDITIONS:

 

 

 

Net investment income:

 

 

 

Net realized gains on investments

$ 20,225.2

 

$ 21,327.0

Net change in unrealized appreciation of investments

$172,797.1

 

$16,942.3

Interest income from investments

6,562.4

 

5,011.2

Interest income from loans

5,589.5

 

3,632.9

Dividend income from HSBC ADSs

13,494.3

 

14,249.8

Other dividend income

100,286.6

 

47,774.8

 

 

 

 

Net investment income

318,955.1

 

108,938.0

Contributions:

 

 

 

Employer matching

134,290.0

 

150,116.6

Participant

217,160.4

 

188,104.3

 

 

 

 

Total Contributions

351,450.4

 

338,220.9

 

 

 

 

Asset transfer in

40,308.4

 

765,224.5

 

 

 

 

Total additions

710,713.9

 

1,212,383.4

 

 

 

 

 

 

 

 

DEDUCTIONS:

 

 

 

 

Participant withdrawals and distributions

 

188,741.4

 

 

167,754.3

Administrative expenses

244.9

 

195.0

 

 

 

 

 

 

 

 

Net increase in assets

521,727.6

 

1,044,434.1

 

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR PLAN BENEFITS

AT BEGINNING OF YEAR

 

2,200,435.7

 

 

1,156,001.6

 

 

 

 

NET ASSETS AVAILABLE FOR PLAN BENEFITS

AT END OF YEAR

 

$ 2,722,163.3

 

 

$ 2,200,435.7

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

 

F-3

 

 


HSBC-NORTH AMERICA (U.S.) TAX REDUCTION INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2006 and 2005

 

1.

DESCRIPTION OF THE PLAN

 

The HSBC-North America (U.S.) Tax Reduction Investment Plan (the “Plan”) is a defined contribution plan for eligible employees of participating subsidiaries and affiliates of HSBC North America Holdings Inc. (“HNAH” or the “Plan Sponsor”), including HSBC Finance Corporation and its subsidiaries (“HSBC Finance”), HSBC Bank USA (“HBUS”), and HSBC Technology Services (USA) (“HTSU”). Participants should refer to the summary document for a more complete description of the Plan’s provisions.

 

General

Effective January 1, 2005, the HSBC Bank USA Thrift Incentive Plan (“TIP”) was merged into the Household International Tax Reduction Investment Plan (“TRIP”) and the plan name was changed to the HSBC-North America (U.S.) Tax Reduction Investment Plan. The Plan is funded through a single 401(k) trust with Vanguard Fiduciary Trust Company (the “Trustee”). Effective April 3, 2006, the Metris Retirement Plan (Metris Plan) was merged into the Plan.

 

Contributions

Employees are eligible to participate in the Plan after 30 days of service and at any age. Employees may contribute up to 40% of their total compensation to the Plan each year. Contributions by highly compensated employees (as defined by law) or employees affected by IRS limits may be limited. Employees may elect to make contributions on a pre-tax, after-tax, or rollover basis. Pre-tax contributions are taken out of an employee's pay before taxes are deducted. After-tax contributions are taken out of an employee’s pay after it is taxed. Rollover is for lump-sum payments (pre-tax or after-tax) from another employer’s qualified plan into a “rollover account” in the Plan. Effective for Plan years beginning on or after January 1, 2002, each eligible participant who has attained age 50 before the close of the Plan year shall be eligible to contribute additional funds or pre-tax catch-up contributions up to IRS limits. There is no Company match on catch-up contributions made by highly compensated employees. After one year, each participant’s contribution, other than catch-up contributions, is matched by employer contributions at a rate of 3% of compensation for a participant contribution of 1% and at a one for one match on additional contributions up to 4% of compensation. In total, a participant who makes a contribution of 4% of his compensation will receive an employer matching contribution of 6% of their compensation.

 

Employer-matching contributions are made in cash and invested in accordance with the participant’s investment elections. These contributions are fully vested.

 

If certain conditions are satisfied, a participant’s after-tax contributions may be withdrawn at any time whereas pre-tax contributions and employer matching contributions made on or after January 1, 1999 may not be withdrawn except for an immediate financial hardship, termination of employment or attainment of age 59 1/2. Employer matching contributions made prior to 1999 may be withdrawn after five years of plan participation. If the participant is under age 59 1/2, the withdrawal is subject to a 10% penalty. Distributions may be made as a single sum distribution only.

 

HNAH has the right to discontinue or modify its contributions at any time.

 

 

F-4

 

 


HSBC-NORTH AMERICA (U.S.) TAX REDUCTION INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2006 and 2005

 

1.

DESCRIPTION OF THE PLAN (continued)

 

Investments

Participants may elect to invest their employee contributions in various funds. At December 31, 2006, the funds available for investment were the Vanguard Target Retirement Income Fund; Vanguard Target Retirement 2005 Fund; Vanguard Target Retirement 2015 Fund; Vanguard Target Retirement 2025 Fund; Vanguard Target Retirement 2035 Fund; Vanguard Target Retirement 2045 Fund; HSBC Investor Money Market Fund-Class D; HSBC Investor Fixed Income Fund; HSBC Investor International Equity Fund-Class Y; HSBC Investor Limited Maturity Fund-Class Y; Vanguard Retirement Saving Trust; Vanguard Inflation-Protected Securities Fund; Vanguard Total Bond Market Index Fund; Dodge and Cox Fund; Cambiar Opportunity Fund-Institutional Class; Vanguard 500 Index Fund; Vanguard PRIMECAP Fund; Goldman Sachs Small Cap Value Fund A shares; Turner Small Cap Equity Fund Class 2; Century Small Cap Select Fund; Columbia Marsico International Opportunities Primary A Fund; and the Metris Fixed Income Fund.

 

Participant Loans

Loans to participants are available under the Plan. A $40 loan fee is deducted from the amount borrowed when the loan is made. Each loan must be for an amount not less than $250 ($1,000 for residential loans) up to a maximum equal to the lesser of $50,000 or 50 percent of the participant’s account balance. No more than two non-residential loans and one loan for the construction or acquisition of a principal residence may be outstanding at any time. Loans are secured by the participant’s account balance. Loans must be repaid within four and a half years except that, at the Administrative Committee’s (“Committee”) discretion, loans for the construction or acquisition of a participant’s principal residence may be made for a term of up to 25 years. However, all loans become due upon severance of the participant’s employment. The Committee will determine the interest rate to be charged on each loan. Prepayment of a loan in full is allowed at any time without penalty.

 

Administrative expenses

The Plan is subject to the requirements of the Employee Retirement Income Security Act of 1974 (ERISA). The Vanguard Fiduciary Trust Company and the Vanguard Group of Investment Companies are the trustee and record keeper of the Plan, respectively. The Plan Sponsor paid approximately $245,000 and $195,000 in 2006 and 2005, respectively, of the expenses related to the administration of the Plan. Expenses related to the administration of the HSBC ADS Fund were netted from the investment income allocable to the Plan participants. In 2006 and 2005, $288,597 and $305,404 respectively, were netted from the HSBC ADS Fund’s investment income.

 

Participant Accounts

Each participant’s account is credited with the participant’s contribution and allocations of (a) the Company’s contribution and (b) Plan earnings, and charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

 

Vesting

Participants are 100 percent vested in their contributions and earnings and/or losses on those contributions. In addition, once the Company begins matching contributions (after one year), the Participant is 100 percent vested in their entire TRIP account.

 

F-5

 

 

 


HSBC-NORTH AMERICA (U.S.) TAX REDUCTION INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2006 and 2005

 

Payment of Benefits

On termination of services due to any reason, including retirement or long-term disability, the full value of Participant’s Plan account can be paid to the Participant. In the event of death, the benefit will be paid to the beneficiary. When eligible to receive payment of account, the benefit will be paid as lump sum Direct Rollover or Distribution to Participant. The payment is subject to IRS penalties if under 59 1/2 and not rolled into an IRA or other eligible retirement vehicle.

 

2.

SUMMARY OF ACCOUNTING POLICIES

 

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the Committee to make estimates and assumptions that affect the amounts of assets and liabilities and changes therein and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

 

Basis of Accounting

The Plan is accounted for on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles.

 

Investment valuation and income recognition

Short-term investments and the Metris Fixed Income Fund are carried at cost, which approximates fair value. All other investments (except the Vanguard Retirement Savings Trust; see Note 3) are carried at fair value, determined by quoted market prices.

 

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

 

Net realized gain (loss) is the difference between the selling price of an investment and the average cost of that investment. This average is based on revalued cost. Under this method, the cost of a security is equal to its market value at the beginning of the plan year or its acquisition cost if acquired during the plan year.

 

Unrealized appreciation (depreciation) of investments is the difference between the market value of an investment at the end of the plan year and the market value of the same investment at the beginning of the plan year or at its acquisition date if acquired during the plan year.

 

Payment of Benefits

Benefits are recorded in the financial statements when paid.

 

 

 

F-6

 

 


HSBC-NORTH AMERICA (U.S.) TAX REDUCTION INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2006 and 2005

 

3.

COMMON COLLECTIVE TRUST

 

The Vanguard Retirement Savings Trust is a tax-exempt collective trust invested primarily in investment contracts and similar fixed-principal investments.

 

The investment contracts held by the Plan are benefit-responsive and are carried at contract value which represents contributions made under the contracts, plus interest at contract rates, less withdrawals and administrative expenses. The contract value approximates the fair value of the contracts. The average yield for the Vanguard Retirement Savings Trust Fund was 4.36% and 4.02% for 2006 and 2005, respectively. The crediting rate was 4.79% and 4.18% at December 31, 2006 and 2005, respectively. The Vanguard Retirement Savings Trust Fund operates in a manner similar to a mutual fund, where the investments of the Fund are in various investment contracts whose mix can change daily. The Vanguard Retirement Savings Trust Fund has no minimum crediting interest rate. No valuation reserves were considered necessary at December 31, 2006 or 2005.

 

4. RECONCILIATION TO FORM 5500

 

The following is a reconciliation of net assets available for plan benefits per the financial statements at December 31, 2006 and 2005 to Form 5500:

 

 

2006

 

2005

 

 

 

 

 

in thousands

Net assets available for plan benefits per the financial statements

$2,722,163.3

 

$2,200,435.7

Amounts allocated to withdrawing participants

(3,131.5)

 

(2,929.9)

 

 

 

 

Net assets available for plan benefits per the Form 5500

$2,719,031.8

 

$2,197,505.8

 

 

 

 

 

The following is a reconciliation of benefits paid to participants per the financial statements for the year ended December 31, 2006 to Form 5500:

 

Benefits paid to participants per the financial statements

 

 

$188,741.4

Add: Amounts allocated to withdrawing participants at December 31, 2006

 

 

3,131.5

Less: Amounts allocated to withdrawing participants at December 31, 2005

 

 

(2,929.9)

 

 

 

 

Benefits paid to participants per Form 5500

 

 

$188,943.0

 

 

 

 

 

 

Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, 2006, but not yet paid as of that date.

 

 

F-7

 

 


HSBC-NORTH AMERICA (U.S.) TAX REDUCTION INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2006 and 2005

 

5.

TAX STATUS OF THE PLAN

 

The Plan operates as a qualified plan under Sections 401(a) and 401(k) of the Internal Revenue Code (the “Code”). Qualification of the Plan means that a participant will not be subject to federal income taxes on pre-tax contributions and employer matching contributions, or on earnings or appreciation on all account balances held in the Plan, until such amounts either are withdrawn by or distributed to the participant or are distributed to the participant’s beneficiary in the event of the participant’s death. The Plan has received a favorable determination letter dated December 10, 2002 from the Internal Revenue Service that the Plan is qualified under the Code. Although the plan has been amended since receiving the determination letter, the Plan administrator and the Plan’s counsel believe that the Plan is designed and is currently being operated in compliance with applicable requirements of the code. A new determination letter request was filed with the Internal Revenue Service on January 31, 2007.

 

6. INVESTMENTS

 

The following presents investments that represent 5 percent or more of the Plan’s net assets.

 

December 31,

 

2006

 

2005

 

 

 

 

 

 

in thousands

 

 

 

 

 

HSBC ADS Fund

$288,597.1

 

$305,404.4

Vanguard Retirement Savings Trust

154,179.6

 

143,961.0

Vanguard Primecap Fund

333,838.3

 

275,336.4

Dodge&Cox Stock Fund

353,127.7

 

265,034.3

HSBC Investment for Money Market Fund-Class D

243,831.1

 

228,338.9

HSBC Adv: International Equity Fund-Class Y

146,903.2

 

-

Vanguard 500 Index Fund

357,831.0

 

267,465.9

 

The Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated/(depreciated) in value as follows:

 

Year Ended December 31,

 

2006

 

2005

 

 

 

 

 

 

in thousands

 

 

 

 

 

HSBC ADS Fund

$ 41,066.3

 

($20,255.7)

Mutual funds

151,956.0

 

58,525.1

 

 

 

 

 

$ 193,022.3

 

$ 38,269.4

 

 

 

 

 

 

 

 

F-8

 

 


HSBC-NORTH AMERICA (U.S.) TAX REDUCTION INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2006 and 2005

 

7. Plan Termination

 

The Committee expects to continue the Plan indefinitely. Nevertheless, it maintains the right to suspend or discontinue Plan Sponsor contributions and/or terminate the Plan at any time and for any reason, to the extent permitted by law. In addition, it may amend or modify the Plan from time to time to the extent permitted by law. Any changes will be communicated in writing. In the event of a termination, all vested benefits will be non-forfeitable and will not be returned to HSBC.

 

8. Risk and Uncertainties

 

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market rate, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available from benefits.

 

 

 

 

 

F-9

 

 


HSBC-NORTH AMERICA (U.S.) TAX REDUCTION INVESTMENT PLAN

Schedule H – Line 4i – Schedule of Assets Held (As of December 31, 2006)

In thousands

 

IDENTITY OF ISSUER,

 

 

 

BORROWER, LESSOR, OR

DESCRIPTION OF

 

MARKET

SIMILAR PARTY

INVESTMENT

COST

VALUE

 

 

 

 

Foreign Securities:

 

 

 

The Vanguard Group of Investment Companies*

HSBC ADS Fund (A)

$189,276.3

$288,597.1

 

 

 

 

Common Collective Trust:

 

 

 

The Vanguard Group of Investment Companies*

Retirement Savings Trust

154,179.6

154,179.6

 

 

 

 

Mutual Funds:

 

 

 

The Vanguard Group of Investment Companies*

Cambiar Opportunity

57,673.1

65,938.3

The Vanguard Group of Investment Companies*

Vanguard Total Bond Mkt Index

90,434.7

89,812.5

The Vanguard Group of Investment Companies*

Century Small Cap

75,789.3

73,276.1

The Vanguard Group of Investment Companies*

Columbia MRSC Int Opportunity

84,858.5

101,606.5

The Vanguard Group of Investment Companies*

Primecap Fund

292,365.9

333,838.3

The Vanguard Group of Investment Companies*

Dodge&Cox Stock Fund

314,994.3

353,127.7

The Vanguard Group of Investment Companies*

Goldman Small Cap

14,768.5

14,758.9

The Vanguard Group of Investment Companies*

HSBC Adv:Fixed

31,633.7

30,356.4

The Vanguard Group of Investment Companies*

HSBC Adv:Intl Eqty

128,371.4

146,903.2

The Vanguard Group of Investment Companies*

HSBC Inv:LTD Mat

7,370.7

7,465.5

The Vanguard Group of Investment Companies*

HSBC Inv:MM;D

243,831.1

243,831.1

The Vanguard Group of Investment Companies*

Turner Small Cap

14,325.0

13,930.8

The Vanguard Group of Investment Companies*

Vanguard 500 Index

318,857.4

357,831.0

The Vanguard Group of Investment Companies*

Vanguard Inflation-

Protected Securities Fund

 

11,425.5

 

11,097.4

The Vanguard Group of Investment Companies*

Vanguard Tgt

Retirement 2005

 

12,644.3

 

13,035.5

The Vanguard Group of Investment Companies*

Vanguard Tgt

Retirement 2015

 

77,265.6

 

83,249.2

The Vanguard Group of Investment Companies*

Vanguard Tgt

Retirement 2025

 

93,718.9

 

102,831.4

The Vanguard Group of Investment Companies*

Vanguard Tgt

Retirement 2035

 

72,860.5

 

81,395.6

The Vanguard Group of Investment Companies*

Vanguard Tgt

Retirement 2045

 

28,623.5

 

31,658.5

The Vanguard Group of Investment Companies*

Vanguard Tgt

Retirement Inc

 

4,450.9

 

4,507.6

The Vanguard Group of Investment Companies*

SRSC Fund

18,329.5

21,399.4

The Vanguard Group of Investment Companies*

Metris Fixed Income Fund

6,608.5

6,608.5

 

 

 

 

Loans:

 

 

 

Loans to Participants*

Loans to Participants

0.0

90,889.7

 

(Rates ranging from

0.83% to 13.0%)

 

 

Total Assets Held for Investment Purposes

 

$2,344,656.7

$2,722,125.8

 

 

 

 

* Party-in-Interest

(A) On March 28, 2003, all outstanding shares of Household International, Inc. common stock were converted into HSBC American depository shares. No further participant contributions or company match contributions will be invested in HSBC American depository shares.

See accompanying report of independent registered public accounting firm.

 

F-10

 

 


Exhibit 23(a)

 

Consent of Independent Registered Public Accounting Firm

 

To the Board of Directors of HSBC Finance Corporation:

 

We consent to the incorporation by reference into HSBC Finance Corporation’s previously filed Registration Statements No. 2-86383, No. 33-21343, No. 33-45454, No. 33-45455, No. 33-52211, No. 33-58727, No. 333-00397, No. 33-44066, No. 333-03673, No. 333-39639, No. 333-58287, No. 333-58289, No. 333-58291, No. 333-47073, No. 333-36589, No. 333-30600, No. 333-50000, No. 333-70794, No. 333-71198, No. 333-83474 and No. 333-99107 on Form S-8 of our report dated July 11, 2007, relating to the statements of net assets available for plan benefits of the HSBC-North America (U.S.) Tax Reduction Investment Plan as of December 31, 2006 and 2005 and the related statements of changes in net assets available for plan benefits for each of the years in the two year period ended December 31, 2006, which report appears in this Annual Report on Form 11-K.

 

\s\ KPMG LLP

Chicago, Illinois

July 11, 2006

 

 

 

 

F-11

 

 

 

 

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