-----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, ErEPFLtoWdoJpGE83deQ2ln+6OVGM97gKo9v8q5PfvPm2Z67oHZ5KAejzml1zjzv 9ud236x1iRAKwkMZXR0UGQ== 0001193125-05-134896.txt : 20050629 0001193125-05-134896.hdr.sgml : 20050629 20050629171602 ACCESSION NUMBER: 0001193125-05-134896 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050629 DATE AS OF CHANGE: 20050629 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: 05925804 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 d10ka.htm FORM 10-K/A Form 10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10K/A

 


 

AMENDMENT TO APPLICATION OR REPORT

Filed pursuant to Section 12, 13, or 15(d)

of the Securities Exchange Act of 1934

 


 

HSBC FINANCE CORPORATION

(Exact name of registrant as specified in charter)

 


 

AMENDMENT NO. 1

 


 

The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report on Form 10-K for the fiscal year ended December 31, 2004, as set forth in the pages attached hereto.

 

Exhibit 99   

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

 

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

 

    HSBC FINANCE CORPORATION
                    (Registrant)
Date: June 29, 2005   By:  

/s/ Patrick D. Schwartz


        Patrick D. Schwartz
        Vice President and Deputy General Counsel -Corporate

 

This document contains 17 pages.

No exhibit index.

 


EX-99.(A) 2 dex99a.htm ANNUAL REPORT Annual Report

Exhibit 99(a)


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 [NO FEE REQUIRED]

 

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004.

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED].

 

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 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, 2004 and 2003    F-1
     2.    Statements of Net Assets Available for Plan Benefits as of December 31, 2004 and 2003    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, 2004    F-3
     4.    Notes to Financial Statements    F-4
(b)         Supplemental Schedules     
          Schedule H – Line 4i – Schedule of Assets Held (As of December 31, 2004)    F-10
          Schedule H – Line 4j – Schedule of Reportable Transactions (For the Year Ended December 31, 2004)    F-11
(c)         Additional Information – Legal Proceedings    F-12
(d)         Exhibit     
     1.    23(a) Consent of Independent Registered Public Accounting Firm – KPMG LLP    F-13


SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Administration and Investment 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: June 29, 2005   By:  

/s/ Colin P. Kelly


        Colin P. Kelly
        Senior Executive Vice President of HSBC Finance Corporation


Report of Independent Registered Public Accounting Firm

 

The Administrative and Investment 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 of the HSBC-North America (U.S.) Tax Reduction Investment Plan as of December 31, 2004 and 2003 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, 2004. These financial statements are the responsibility of the Plan Administrator. 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 net assets available for plan benefits of the HSBC-North America (U.S.) Tax Reduction Investment Plan as of December 31, 2004 and 2003, and the changes in net assets available for plan benefits for each of the years in the two year period ended December 31, 2004 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 schedules of assets held as of December 31, 2004 and reportable transactions for the year ended December 31, 2004 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 Employer Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan Administrator. 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, Illinois

June 29, 2005

 

F-1


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

STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS

 

In thousands.

December 31


   2004

   2003

ASSETS

             

Total investments

   $ 1,155,970.8    $ 954,629.0
    

  

Receivables:

             

Contributions:

             

Employer

     13.5      2,307.1

Participant

     15.0      2,780.8

Accrued dividends and interest

     2.3      75.4
    

  

Total receivables

     30.8      5,163.3
    

  

NET ASSETS AVAILABLE FOR PLAN BENEFITS

   $ 1,156,001.6    $ 959,792.3
    

  

 

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

 

In thousands.

YEAR ENDED DECEMBER 31


   2004

   2003

ADDITIONS:

             

Contributions:

             

Employer matching

   $ 69,339.7    $ 60,326.9

Participant

     86,373.8      74,395.6
    

  

Total Contributions

     155,713.5      134,722.5
    

  

Net investment income:

             

Interest income from investments

     3,361.0      2,998.9

Interest income from loans

     2,304.1      2,265.8

Dividend income from HSBC ADSs and Household International, Inc. common stock

     14,976.8      18,658.6

Other dividend income

     12,398.6      6,357.2

Net realized gains on investments

     1,512.0      11,799.0

Net change in unrealized appreciation of investments

     82,537.6      203,460.1
    

  

Net investment income

     117,090.1      245,539.6
    

  

Total additions

     272,803.6      380,262.1
    

  

DEDUCTIONS:

             

Participant withdrawals and distributions

     76,594.3      68,325.5
    

  

Net increase in assets

     196,209.3      311,936.6
    

  

NET ASSETS AVAILABLE FOR PLAN BENEFITS AT BEGINNING OF YEAR

     959,792.3      647,855.7
    

  

NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR

   $ 1,156,001.6    $ 959,792.3
    

  

 

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, 2004 and 2003

 

1. GENERAL 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., including HSBC Finance Corporation and its subsidiaries (“HSBC Finance”). Participants should refer to the summary document for a more complete description of the Plan’s provisions.

 

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 and is sponsored by HSBC North America Holdings Inc.

 

Acquisition by HSBC Holdings plc

 

On March 28, 2003, Household International, Inc. (“Household”) was acquired by HSBC Holdings plc (HSBC). Under the terms of the agreement, each share of common stock held by participants in the Household International, Inc. Common Stock Fund was converted to .535 HSBC American Depository shares (ADSs), each representing an interest in five HSBC Ordinary Shares. Effective March 28, 2003, the Plan was amended such that the Household International, Inc. Common Stock Fund is no longer available as an eligible investment election or for the reinvestment of dividends and all employer-matching contributions are to be made in cash. As a result of this amendment, the Plan is no longer an employee stock ownership plan. Participants can continue to maintain their existing investments in the HSBC ADSs, however, participants may not elect HSBC ADSs as an investment election for future contributions. Any future contributions and dividends will be invested in accordance with the participant’s investment elections and will default to the Vanguard Federal Money Market Fund- Federal Portfolio to the extent the participant has not provided any investment direction.

 

On December 15, 2004, Household merged with its wholly owned subsidiary, Household Finance Corporation. Following the merger, Household changed its name to HSBC Finance Corporation.

 

Employees are eligible to participate in the Plan after one year of service if they are at least 21 years old, or after 3 years of service if younger. Employees may contribute up to 15% of their total compensation to the Plan each year. Contributions by highly compensated employees (as defined by law) may be limited to comply with non-discrimination standards. Employees may elect to make contributions on a pre-tax or after-tax 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. 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 defer additional funds or pre-tax catch-up contributions. For 2004, pre-tax catch-up contributions can be made up to $3,000 increasing to $5,000 in 2006. The catch-up deferral is in addition to the maximum allowable contribution of $13,000 in 2004, and is not eligible for the Company match. Each participant’s contribution 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.

 

F-4


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

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2004 and 2003

 

1. GENERAL DESCRIPTION OF THE PLAN (continued)

 

Prior to March 28, 2003, employer-matching contributions were made in Household International, Inc. common stock and fully vested on the matching date. Subsequent to March 28, 2003, employer-matching contributions are made in cash and invested in accordance with the participant’s investment elections. These contributions continue to be 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.

 

Participants may elect to invest their employee contributions in various funds. At December 31, 2004, the funds available for investment were the Vanguard Retirement Savings Trust; Vanguard Windsor II Fund; Vanguard Primecap Fund; Vanguard International Growth Fund; Vanguard Intermediate-Term Bond Index Fund; Vanguard Wellington Fund; Vanguard Growth and Income Fund; Vanguard Extended Market Index Fund; and Vanguard Federal Money Market Fund.

 

Effective with the March 28, 2003 acquisition of Household by HSBC, the HSBC ADS Fund has replaced the Household International, Inc. Common Stock Fund. Because the HSBC ADS Fund is closed to new investments, additional contributions to this fund are not permitted.

 

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 five years except that, at the Administrative and Investment 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.

 

 

F-5


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

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2004 and 2003

 

1. GENERAL DESCRIPTION OF THE PLAN (continued)

 

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. HSBC Finance Corporation paid approximately $792,000 and $794,000 in 2004 and 2003, respectively, of the expenses related to the administration of the Plan. Expenses related to the administration of the HSBC ADS Fund (and prior to March 28, 2003, the Household International, Inc. Common Stock Fund) were netted from the investment income allocable to the Plan participants. In 2004 and 2003, $375,395 and $399,405 respectively, were netted from the HSBC ADS Fund’s investment income.

 

HSBC North America Holdings Inc. reserves the right to amend, suspend, or terminate the Plan at any time and to discontinue or modify its contributions at any time.

 

2. SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Committee to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

 

Basis of Accounting

 

The Plan is accounted for on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

 

Investments

 

Short-term investments 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.

 

F-6


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

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2004 and 2003

 

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

 

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.

 

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 4.17% and 4.33% for 2004 and 2003, respectively. The crediting rate was 4.17% and 4.33% at December 31, 2004 and 2003, 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, 2004 or 2003.

 

F-7


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

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2004 and 2003

 

4. RECONCILIATION TO FORM 5500

 

The following is a reconciliation of net assets available for plan benefits per the financial statements at December 31, 2004 and 2003 to Form 5500:

 

In thousands.


   2004

    2003

 

Net assets available for plan benefits per the financial statements

   $ 1,156,001.6     $ 959,792.3  

Amounts allocated to withdrawing participants

     (1,061.7 )     (1,557.2 )
    


 


Net assets available for plan benefits per the Form 5500

   $ 1,154,939.9     $ 958,235.1  
    


 


 

The following is a reconciliation of benefits paid to participants per the financial statements for the year ended December 31, 2004 to Form 5500:

 

Benefits paid to participants per the financial statements

   $ 76,594.3  

Add: Amounts allocated to withdrawing participants at December 31, 2004

     1,061.7  

Less: Amounts allocated to withdrawing participants at December 31, 2003

     (1,557.2 )
    


Benefits paid to participants per Form 5500

   $ 76,098.8  
    


 

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, 2004, but not yet paid as of that date.

 

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”). Prior to Household being acquired by HSBC on March 28, 2003, the Plan was intended to be an employee stock ownership plan, which met the applicable requirements of Section 409 and 4975(e)(7) of 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. HSBC Finance Corporation has received a favorable determination letter dated December 10, 2002 from the Internal Revenue Service that the Plan is qualified under the Code. The Plan has been amended since the determination letter request date. However, the Plan administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code.

 

F-8


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

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2004 and 2003

 

6. INVESTMENTS

 

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

 

     December 31,

In thousands.


   2004

   2003

HSBC ADS Fund (A) (B)

   $ 375,394.2    $ 399,310.5

Vanguard Retirement Savings Trust

     96,077.1      79,399.8

Vanguard Windsor II Fund

     114,354.8      77,863.5

Vanguard Wellington Fund

     91,338.4      63,945.8

Vanguard Growth and Income Fund

     84,989.7      59,775.8

Vanguard Primecap Fund

     155,355.1      106,599.1

Vanguard Federal Money Market Fund

     68,039.8      50,099.9

(A) Participant and Nonparticipant-directed through March 28, 2003

 

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,

In thousands.


   2004

   2003

HSBC ADS Fund (B)

   $ 27,053.6    $ 144,375.1

All other funds

     56,995.9      70,884.0
    

  

     $ 84,049.5    $ 215,259.1
    

  


(B) On March 28, 2003, all outstanding shares of Household International, Inc. common stock in the fund were converted into HSBC American depository shares and the fund was renamed the HSBC ADS Fund. No further participant contributions or company match contributions have been invested in HSBC common stock or American depository shares.

 

7. NONDIRECTED PARTICIPANT INVESTMENTS

 

At December 31, 2004 and 2003, there were no net assets relating to the nondirected participant investments.

 

F-9


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

Schedule H – Line 4i – Schedule of Assets Held (As of December 31, 2004)

 

In thousands.

 

IDENTITY OF ISSUER, BORROWER, LESSOR, OR SIMILAR
PARTY


  

DESCRIPTION OF

INVESTMENT


   MARKET
VALUE


The Vanguard Group of Investment Companies*    HSBC ADS Fund (A)    $ 375,394.2
The Vanguard Group of Investment Companies*    Retirement Savings Trust      96,077.1
The Vanguard Group of Investment Companies*    Windsor II Fund      114,354.8
The Vanguard Group of Investment Companies*    Wellington Fund      91,338.4
The Vanguard Group of Investment Companies*    Growth and Income Fund      84,989.7
The Vanguard Group of Investment Companies*    Extended Market Index Fund      51,277.5
The Vanguard Group of Investment Companies*    Federal Money Market Fund - Federal Portfolio      68,039.8
The Vanguard Group of Investment Companies*    Primecap Fund      155,355.1
The Vanguard Group of Investment Companies*    International Growth Fund      34,818.6
The Vanguard Group of Investment Companies*    Intermediate Term Bond Index Fund      35,595.7
Loans to Participants    Loans to Participants (Rates ranging from 4.5% to 13.0%)      48,729.9
         

Total Assets Held for Investment Purposes         $ 1,155,970.8
         


* 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


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

Schedule H – Line 4j – Schedule of Reportable Transactions (For the Year Ended December 31, 2004)

 

In thousands.

 

a.

IDENTITY OF PARTY INVOLVED


  

b.

DESCRIPTION OF ASSETS


   c.
PURCHASE
PRICE


   d.
SELLING
PRICE


  

g.

COST OF
ASSET


  

h.
MARKET
VALUE

OF ASSETS
AT

DATE OF
PURCHASE
OR

SALE


  

i.

NET
GAIN/
(LOSS)


 
The Vanguard Group of Investment Companies*   

HSBC ADS Fund (C) $50,715.2 decrease

          $ 50,715.2    $ 51,273.6    $ 50,715.2    $ (558.4 )
The Vanguard Group of Investment Companies*    Vanguard PRIMECAP    $ 48,373.9           $ 48,373.9    $ 48,373.9         

Notes:

A. For purposes of this schedule, a reportable transaction is a transaction or series of transactions of the same issue or with the same person which, in the aggregate, involve an amount in excess of 5% of the market value of Plan assets at the beginning of the year for nonparticipant-directed funds.
B. Disclosures of “LEASE RENTAL” as required by column e. and “EXPENSES INCURRED WITH TRANSACTIONS” as required by column f. have been omitted as the answer thereto would be “None”.
C. 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 contribution will be invested in HSBC common stock or American depository shares.
* Party-in-Interest

 

See accompanying report of independent registered public accounting firm.

 

F-11


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

Additional Information – Legal Proceedings (For the Year Ended December 31, 2004)

 

As a result of several headline events that occurred in 2002, certain lawsuits were filed that asserted claims under ERISA on behalf of participants in the Household International Tax Reduction Investment Plan. Those lawsuits have been consolidated into a single purported class action In re Household International, Inc. ERISA Litigation, Master File No. 02 C 7921 (N.D. Ill). The consolidated and amended complaint essentially alleged that Household International and the Administrative and Investment Committee of the Plan, breached their fiduciary duties to the Plan participants and beneficiaries by investing in Household International, Inc. common stock and failing to disclose information to Plan participants. A motion to dismiss the complaint was filed in June 2003, which was partially granted in March 2004. The claims that remained essentially alleged that some or all of the defendants failed to prudently manage plan assets by continuing to invest in, or provide matching contributions of, Household stock. On October 8, 2004, the parties entered into a settlement agreement, which was approved by the Court in November. The settlement provided for a payment of $46.5 million that was paid into Plan accounts after deduction of plaintiff’s legal fees and expenses. The settlement was entirely funded by insurance proceeds.

 

F-12


Consent of Independent Registered Public Accounting Firm

 

To the Board of Directors of HSBC Finance Corporation:

 

We consent to the use of our report dated June 29, 2005, included in this annual report on Form 11-K of the HSBC-North America (U.S.) Tax Reduction Investment Plan related to the statements of net assets available for plan benefits as of December 31, 2004 and 2003 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, 2004, 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, and No. 333-83474 on Form S-8 and Registration Statement No. 333-60510 on Form S-3.

 

/s/ KPMG LLP

 

Chicago, Illinois

June 29, 2005

 

F-13

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