Fair Value Measurements

6 Months Ended

Jun. 30, 2011


*15.*	*Fair Value Measurements*

Accounting principles related to fair value measurements provide a framework for measuring fair value and focus on an exit price in the principal (or alternatively, the most advantageous) market accessible in an orderly transaction between willing market participants (the “Fair Value Framework”). The Fair Value Framework establishes a three-tiered fair value hierarchy with Level 1 representing quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs are inputs that are observable for the identical asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are inactive, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability and include situations where there is little, if any, market activity for the asset or liability. Transfers between leveling categories are recognized at the end of each reporting period.

Fair Value of Financial Instruments The fair value estimates, methods and assumptions set forth below for our financial instruments, including those financial instruments carried at cost, are made solely to comply with disclosures required by generally accepted accounting principles in the United States and should be read in conjunction with the financial statements and notes included in this quarterly report. The following table summarizes the carrying values and estimated fair value of our financial instruments at June 30, 2011 and December 31, 2010.


	June 30, 2011				December 31, 2010
	Carrying		Estimated		Carrying		Estimated
	Value		Fair Value		Value		Fair Value

	(in millions)

Financial assets:
Cash	$	236	$	236	$	175	$	175
Interest bearing deposits with banks		1,013		1,013		1,016		1,016
Securities purchased under agreements to resell		2,767		2,767		4,311		4,311
Securities		3,518		3,518		3,371		3,371
Consumer receivables⁽¹⁾:
Mortgage Services:
First lien		11,675		8,000		12,687		8,810
Second lien		1,659		476		1,832		492

Total Mortgage Services		13,334		8,476		14,519		9,302
Consumer Lending:
First lien		26,920		18,821		28,796		20,589
Second lien		2,810		711		3,000		691

Total Consumer Lending real estate secured receivables		29,730		19,532		31,796		21,280
Non-real estate secured receivables		5,228		3,816		6,004		4,409

Total Consumer Lending		34,958		23,348		37,800		25,689
Credit card		8,612		8,392		9,066		8,963

Total consumer receivables		56,904		40,216		61,385		43,954
Receivables held for sale		5		5		4		4
Due from affiliates		237		237		126		126
Derivative financial assets		203		203		75		75
Financial liabilities:
Commercial paper		3,682		3,682		3,156		3,156
Due to affiliates carried at fair value		443		443		436		436
Due to affiliates		7,725		7,487		7,819		7,518
Long-term debt carried at fair value		17,378		17,378		20,844		20,844
Long-term debt not carried at fair value		30,419		29,928		33,772		32,924
Insurance policy and claim reserves		989		1,092		982		1,184
Derivative financial liabilities		-		-		2		2


⁽¹⁾		The carrying value of consumer receivables presented in the table above reflects the unamortized cost of the receivable, including any accrued interest, less credit loss reserves.

Receivable values presented in the table above were determined using the Fair Value Framework for measuring fair value, which is based on our best estimate of the amount within a range of values we believe would be received in a sale as of the balance sheet date (i.e. exit price). The secondary market demand and estimated value for our receivables has been heavily influenced by the challenging economic conditions during the past few years, including house price depreciation, rising unemployment, changes in consumer behavior, changes in discount rates and the lack of financing options available to support the purchase of receivables. Many investors are non-bank financial institutions or hedge funds with high equity levels and a high cost of debt. For certain consumer receivables, investors incorporate numerous assumptions in predicting cash flows, such as higher charge-off levels and/or slower voluntary prepayment speeds than we, as the servicer of these receivables, believe will ultimately be the case. The investor discount rates reflect this difference in overall cost of capital as well as the potential volatility in the underlying cash flow assumptions, the combination of which may yield a significant pricing discount from our intrinsic value. The estimated fair values at June 30, 2011 and December 31, 2010 reflect these market conditions.

Assets and Liabilities Recorded at Fair Value on a Recurring Basis The following table presents information about our assets and liabilities measured at fair value on a recurring basis as of June 30, 2011 and December 31, 2010, and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value.


											Total of
	Quoted Prices in										Assets
	Active Markets for		Significant Other			Significant					(Liabilities)
	Identical Assets		Observable Inputs			Unobservable Inputs					Measured at
	(Level 1)		(Level 2)			(Level 3)		Netting⁽¹⁾			Fair Value

	(in millions)

June 30, 2011:
Derivative financial assets:
Interest rate swaps	$	-	$	1,076		$	-	$	-		$	1,076
Currency swaps		-		2,602			-		-			2,602
Foreign exchange forward		-		1			-		-			1
Derivative netting		-		-			-		(3,476	)		(3,476	)

Total derivative financial assets		-		3,679			-		(3,476	)		203
Available-for-sale securities:
U.S. Treasury		457		-			-		-			457
U.S. government sponsored enterprises		-		212			-		-			212
U.S. government agency issued or guaranteed		-		8			-		-			8
Obligations of U.S. states and political subdivisions		-		5			-		-			5
Asset-backed securities		-		31			19		-			50
U.S. corporate debt securities		-		1,679			14		-			1,693
Foreign debt securities:
Government		21		79			-		-			100
Corporate		-		419			-		-			419
Equity securities		9		-			-		-			9
Money market funds		538		-			-		-			538
Accrued interest		2		25			-		-			27

Total available-for-sale securities		1,027		2,458			33		-			3,518

Total assets	$	1,027	$	6,137		$	33	$	(3,476	)	$	3,721

Due to affiliates carried at fair value	$	-	$	(443	)	$	-	$	-		$	(443	)
Long-term debt carried at fair value		-		(17,378	)		-		-			(17,378	)
Derivative related liabilities:
Interest rate swaps		-		(610	)		-		-			(610	)
Currency swaps		-		(56	)		-		-			(56	)
Foreign Exchange Forward		-		-			-		-			-
Derivative netting		-		-			-		666			666

Total derivative related liabilities		-		(666	)		-		666			-

Total liabilities	$	-	$	(18,487	)	$	-	$	666		$	(17,821	)

December 31, 2010:
Derivative financial assets:
Interest rate swaps	$	-	$	1,220		$	-	$	-		$	1,220
Currency swaps		-		2,067			-		-			2,067
Derivative netting		-		-			-		(3,212	)		(3,212	)

Total derivative financial assets		-		3,287			-		(3,212	)		75
Available-for-sale securities:
U.S. Treasury		349		-			-		-			349
U.S. government sponsored enterprises		-		284			1		-			285
U.S. government agency issued or guaranteed		-		11			-		-			11
Obligations of U.S. states and political subdivisions		-		30			-		-			30
Asset-backed securities		-		40			20		-			60
U.S. corporate debt securities		-		1,799			3		-			1,802
Foreign debt securities:
Government		14		84			-		-			98
Corporate		-		344			-		-			344
Equity securities		9		-			-		-			9
Money market funds		353		-			-		-			353
Accrued interest		1		29			-		-			30

Total available-for-sale securities		726		2,621			24		-			3,371

Total assets	$	726	$	5,908		$	24	$	(3,212	)	$	3,446

Due to affiliates carried at fair value	$	-	$	(436	)	$	-	$	-		$	(436	)
Long-term debt carried at fair value		-		(20,844	)		-		-			(20,844	)
Derivative related liabilities:
Interest rate swaps		-		(611	)		-		-			(611	)
Currency swaps		-		(151	)		-		-			(151	)
Foreign Exchange Forward		-		(3	)		-		-			(3	)
Derivative netting		-		-			-		763			763

Total derivative related liabilities		-		(765	)		-		763			(2	)

Total liabilities	$	-	$	(22,045	)	$	-	$	763		$	(21,282	)


⁽¹⁾		Represents counterparty and swap collateral netting which allow the offsetting of amounts relating to certain contracts when certain conditions are met.

The following table provides additional detail regarding the rating of our U.S. corporate debt securities at June 30, 2011 and December 31, 2010:


	Level 2		Level 3		Total

	(in millions)

June 30, 2011:
AAA to AA⁽¹⁾	$	396	$	-	$	396
A+ to A-⁽¹⁾		1,165		12		1,177
BBB+ to Unrated⁽¹⁾		118		2		120
December 31, 2010:
AAA to AA⁽¹⁾	$	381	$	-	$	381
A+ to A-⁽¹⁾		1,280		-		1,280
BBB+ to Unrated⁽¹⁾		138		3		141


⁽¹⁾	We obtain ratings on our U.S. corporate debt securities from both Moody’s Investor Services and Standard and Poor’s Corporation. In the event the ratings we obtain from these agencies differ, we utilize the lower of the two ratings.

Significant Transfers Between Level 1 and Level 2 There were no transfers between Level 1 and Level 2 during the three or six months ended June 30, 2011 or 2010.

Information on Level 3 Assets and Liabilities Securities are transferred into Level 3 classifications when an individual asset-backed security is downgraded below a AAA credit rating or the individual security fails the quarterly pricing comparison test with a variance greater than 5 percent. Securities are transferred into Level 2 classifications when they no longer meet one or both of the above conditions. The table below reconciles the beginning and ending balances for assets recorded at fair value using significant unobservable inputs (Level 3) during the three and six months ended June 30, 2011 or 2010.


			Total Gains and
			(Losses)
			Included in
					Other									Transfers		Transfers					Current Period
	April 1				Comp.									Into		Out of			June 30,		Unrealized
	2011		Income		Income			Purchases		Issuances		Settlement		Level 3		Level 3			2011		Gains (Losses)

	(in millions)

Assets:
Securities available-for-sale:
U.S. Government sponsored enterprises	$	1	$	-	$	-		$	-	$	-	$	-	$	-	$	(1	)	$	-	$	-
Asset-backed securities		21		-		(3	)		-		-		-		1		-			19		(1	)
U.S. corporate debt securities		2		-		-			-		-		-		12		-			14		1

Total assets	$	24	$	-	$	(3	)	$	-	$	-	$	-	$	13	$	(1	)	$	33	$	-


			Total Gains and
			(Losses)
			Included in
					Other									Transfers		Transfers					Current Period
	April 1				Comp.									Into		Out of			June 30,		Unrealized
	2010		Income		Income			Purchases		Issuances		Settlement		Level 3		Level 3			2010		Gains (Losses)

	(in millions)

Assets:
Securities available-for-sale:
U.S. Government sponsored enterprises	$	-	$	-	$	-		$	-	$	-	$	-	$	2	$	-		$	2	$	1
Asset-backed securities		27		-		(3	)		-		-		-		-		-			24		-
U.S. corporate debt securities		10		-		-			-		-		-		-		(7	)		3		-

Total assets	$	37	$	-	$	(3	)	$	-	$	-	$	-	$	2	$	(7	)	$	29	$	1


			Total Gains and
			(Losses)
			Included in
					Other										Transfers		Transfers					Current Period
	Jan. 1,				Comp.										Into		Out of			June 30,		Unrealized
	2011		Income		Income			Purchases		Issuances		Settlement			Level 3		Level 3			2011		Gains (Losses)

	(in millions)

Assets:
Securities available-for-sale:
U.S. Government sponsored enterprises	$	1	$	-	$	-		$	-	$	-	$	-		$	-	$	(1	)	$	-	$	-
Asset-backed securities		20		-		(3	)		-		-		(1	)		3		-			19		(1	)
U.S. corporate debt securities		3		-		(1	)		-		-		-			12		-			14		1

Total assets	$	24	$	-	$	(4	)	$	-	$	-	$	(1	)	$	15	$	(1	)	$	33	$	-


			Total Gains and
			(Losses)
			Included in
					Other										Transfers		Transfers					Current Period
	Jan. 1,				Comp.										Into		Out of			June 30,		Unrealized
	2010		Income		Income			Purchases		Issuances		Settlement			Level 3		Level 3			2010		Gains (Losses)

	(in millions)

Assets:
Securities available-for-sale:
U.S. Government sponsored enterprises	$	2	$	-	$	-		$	-	$	-	$	-		$	2	$	(2	)	$	2	$	1
Obligations of U.S. states and political subdivision		1		-		-			-		-		(1	)		-		-			-		-
Asset-backed securities		26		-		(4	)		-		-		-			2		-			24		2
U.S. corporate debt securities		20		-		-			-		-		-			8		(25	)		3		-

Total assets	$	49	$	-	$	(4	)	$	-	$	-	$	(1	)	$	12	$	(27	)	$	29	$	3

Assets and Liabilities Recorded at Fair Value on a Non-recurring Basis The following table presents information about our assets and liabilities measured at fair value on a non-recurring basis as of June 30, 2011 and 2010, and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value.


									Total Gains			Total Gains
	Non-Recurring Fair Value Measurements as of								(Losses) for the			(Losses) for the
	June 30, 2011								Three Months Ended			Six Months Ended
	Level 1		Level 2		Level 3		Total		June 30, 2011			June 30, 2011

	(in millions)

Real estate secured receivables held for sale at fair value	$	-	$	-	$	5	$	5	$	-		$	1
Real estate owned⁽¹⁾		-		625		-		625		(39	)		(114	)
Impairment of certain previously capitalized software development costs⁽²⁾		-		-		-		-		(40	)		(40	)

Total assets at fair value on a non-recurring basis	$	-	$	625	$	5	$	630	$	(79	)	$	(153	)


									Total Gains			Total Gains
	Non-Recurring Fair Value Measurements as of								(Losses) for the			(Losses) for the
	June 30, 2010								Three Months Ended			Six Months Ended
	Level 1		Level 2		Level 3		Total		June 30, 2010			June 30, 2010

	(in millions)

Real estate secured receivables held for sale at fair value	$	-	$	-	$	5	$	5	$	2		$	2
Real estate owned⁽¹⁾		-		877		-		877		(42	)		(81	)

Total assets at fair value on a non-recurring basis	$	-	$	877	$	5	$	882	$	(40	)	$	(79	)


⁽¹⁾	Real estate owned is required to be reported on the balance sheet net of transactions costs. The real estate owned amounts in the table above reflect the fair value of the underlying asset unadjusted for transaction costs.
⁽²⁾	In the second quarter of 2011, a decision was made by HSBC to significantly reduce new or additional investments within the Card and Retail Services platform outside of the credit card servicing platform. As a result, we recorded an impairment charge of $40 million representing the full amount of certain previously capitalized software costs which are no longer realizable. The impairment charge was recorded in other servicing and administrative expenses in our consolidated statement of income (loss) and is included in the results of our Card and Retail Services segment.

Valuation Techniques The following summarizes the valuation methodologies used for assets and liabilities recorded at fair value and for estimating fair value for financial instruments not recorded at fair value but for which fair value disclosures are required.

Cash: Carrying value approximates fair value due to cash’s liquid nature.

Interest bearing deposits with banks: Carrying value approximates fair value due to the asset’s liquid nature.

Securities purchased under agreements to resell: The fair value of securities purchased under agreements to resell approximates carrying value due to the short-term maturity of the agreements.

Securities: Fair value for our available-for-sale securities is generally determined by a third party valuation source. The pricing services generally source fair value measurements from quoted market prices and if not available, the security is valued based on quotes from similar securities using broker quotes and other information obtained from dealers and market participants. For securities which do not trade in active markets, such as fixed income securities, the pricing services generally utilize various pricing applications, including models, to measure fair value. The pricing applications are based on market convention and use inputs that are derived principally from or corroborated by observable market data by correlation or other means. The following summarizes the valuation methodology used for our major security types:


	•	U.S. Treasury, U.S. government agency issued or guaranteed and Obligations of U.S. States and political subdivisions – As these securities transact in an active market, the pricing services source fair value measurements from quoted prices for the identical security or quoted prices for similar securities with adjustments as necessary made using observable inputs which are market corroborated.

	•	U.S. government sponsored enterprises – For certain government sponsored mortgage-backed securities which transact in an active market, the pricing services source fair value measurements from quoted prices for the identical security or quoted prices for similar securities with adjustments as necessary made using observable inputs which are market corroborated. For government sponsored mortgage-backed securities which do not transact in an active market, fair value is determined using discounted cash flow models and inputs related to interest rates, prepayment speeds, loss curves and market discount rates that would be required by investors in the current market given the specific characteristics and inherent credit risk of the underlying collateral.


	•	Asset-backed securities – Fair value is determined using discounted cash flow models and inputs related to interest rates, prepayment speeds, loss curves and market discount rates that would be required by investors in the current market given the specific characteristics and inherent credit risk of the underlying collateral.

	•	U.S. corporate and foreign debt securities – For non-callable corporate securities, a credit spread scale is created for each issuer. These spreads are then added to the equivalent maturity U.S. Treasury yield to determine current pricing. Credit spreads are obtained from the new issue market, secondary trading levels and dealer quotes. For securities with early redemption features, an option adjusted spread (“OAS”) model is incorporated to adjust the spreads determined above. Additionally, the pricing services will survey the broker/dealer community to obtain relevant trade data including benchmark quotes and updated spreads.

	•	Preferred equity securities – In general, for perpetual preferred securities, fair value is calculated using an appropriate spread over a comparable U.S. Treasury security for each issue. These spreads represent the additional yield required to account for risk including credit, refunding and liquidity. The inputs are derived principally from or corroborated by observable market data.

	•	Money market funds – Carrying value approximates fair value due to the asset’s liquid nature.

Significant inputs used in the valuation of our investment securities include selection of an appropriate risk-free rate, forward yield curve and credit spread which establish the ultimate discount rate used to determine the net present value of estimated cash flows. For asset-backed securities, selection of appropriate prepayment rates, default rates and loss severities also serve as significant inputs in determining fair value. We perform validations of the fair values sourced from the independent pricing services at least quarterly. Such validation principally includes sourcing security prices from other independent pricing services or broker quotes. The validation process provides us with information as to whether the volume and level of activity for a security has significantly decreased and assists in identifying transactions that are not orderly. Depending on the results of the validation, additional information may be gathered from other market participants to support the fair value measurements. A determination will be made as to whether adjustments to the observable inputs are necessary as a result of investigations and inquiries about the reasonableness of the inputs used and the methodologies employed by the independent pricing services.

Receivables and receivables held for sale: The estimated fair value of our receivables was determined by developing an approximate range of value from a mix of various sources as appropriate for the respective pool of assets. These sources include, among other items, value estimates from an HSBC affiliate which reflect over-the-counter trading activity; forward looking discounted cash flow models using assumptions we believe are consistent with those which would be used by market participants in valuing such receivables; trading input from other market participants which includes observed primary and secondary trades; where appropriate, the impact of current estimated rating agency credit tranching levels with the associated benchmark credit spreads; and general discussions held directly with potential investors. For revolving products, the estimated fair value excludes future draws on the available credit line as well as other items and, therefore, does not include the fair value of the entire relationship.

Valuation inputs include estimates of future interest rates, prepayment speeds, default and loss curves, estimated collateral values and market discount rates reflecting management’s estimate of the rate of return that would be required by investors in the current market given the specific characteristics and inherent credit risk of the receivables. Some of these inputs are influenced by collateral value changes and unemployment rates. To the extent available, such inputs are derived principally from or corroborated by observable market data by correlation and other means. We perform periodic validations of our valuation methodologies and assumptions based on the results of actual sales of such receivables. In addition, from time to time, we will engage a third party valuation specialist to measure the fair value of a pool of receivables. Portfolio risk management personnel provide further validation through discussions with third party brokers. Since an active market for these receivables does not exist, the fair value measurement process uses unobservable significant inputs which are specific to the performance characteristics of the various receivable portfolios.

Real estate owned: Fair value is determined based on third party appraisals obtained at the time we take title to the property and, if less than the carrying value of the loan, the carrying value of the loan is adjusted to the fair value. The carrying value is further reduced, if necessary, on a quarterly basis to reflect observable local market data, including local area sales data.

Due from affiliates: Carrying value approximates fair value because the interest rates on these receivables adjust with changing market interest rates.

Commercial paper: The fair value of these instruments approximates existing carrying value because interest rates on these instruments adjust with changes in market interest rates due to their short-term maturity or repricing characteristics.

Long-term debt and Due to affiliates: Fair value was primarily determined by a third party valuation source. The pricing services source fair value from quoted market prices and, if not available, expected cash flows are discounted using the appropriate interest rate for the applicable duration of the instrument adjusted for our own credit risk (spread). The credit spreads applied to these instruments were derived from the spreads recognized in the secondary market for similar debt as of the measurement date. Where available, relevant trade data is also considered as part of our validation process.

Insurance policy and claim reserves: The fair value of insurance reserves for periodic payment annuities was estimated by discounting future expected cash flows at estimated market interest rates.

Derivative financial assets and liabilities: Derivative values are defined as the amount we would receive or pay to extinguish the contract using a market participant as of the reporting date. The values are determined by management using a pricing system maintained by HSBC Bank USA. In determining these values, HSBC Bank USA uses quoted market prices, when available, principally for exchange-traded options. For non-exchange traded contracts, such as interest rate swaps, fair value is determined using discounted cash flow modeling techniques. Valuation models calculate the present value of expected future cash flows based on models that utilize independently-sourced market parameters, including interest rate yield curves, option volatilities, and currency rates. Valuations may be adjusted in order to ensure that those values represent appropriate estimates of fair value. These adjustments are generally required to reflect factors such as market liquidity and counterparty credit risk that can affect prices in arms-length transactions with unrelated third parties. Finally, other transaction specific factors such as the variety of valuation models available, the range of unobservable model inputs and other model assumptions can affect estimates of fair value. Imprecision in estimating these factors can impact the amount of revenue or loss recorded for a particular position.

Counterparty credit risk is considered in determining the fair value of a financial asset. The Fair Value Framework specifies that the fair value of a liability should reflect the entity’s non-performance risk and accordingly, the effect of our own credit risk (spread) has been factored into the determination of the fair value of our financial liabilities, including derivative instruments. In estimating the credit risk adjustment to the derivative assets and liabilities, we take into account the impact of netting and/or collateral arrangements that are designed to mitigate counterparty credit risk.

- Definition

This item represents certain of the disclosures concerning the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments, assets, and liabilities. Such certain disclosures about the financial instruments, assets, and liabilities include: (1) the fair value of the required items together with their carrying amounts (as appropriate) and (2) the methodology and assumptions used in developing such estimates of fair value.

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