Related Party Transactions

In the normal course of business, we conduct transactions with HSBC and its subsidiaries. These transactions occur at prevailing market rates and terms and include funding arrangements, derivative, servicing arrangements, information technology, centralized support services, banking and other miscellaneous services. All extensions of credit by (and certain credit exposures of) HSBC Bank USA to other HSBC affiliates (other than Federal Deposit Insurance Corporation ("FDIC") insured banks) are legally required to be secured by eligible collateral. The following tables and discussions below present the more significant related party balances and the income (expense) generated by related party transactions:



	March 31, 2015		December 31, 2014
	(in millions)
Assets:
Cash and due from banks	$	171	$	140
Interest bearing deposits with banks⁽¹⁾	1,017		928
Trading assets⁽²⁾	21,048		20,194
Loans	5,016		4,821
Other⁽³⁾	1,082		983
Total assets	$	28,334	$	27,066
Liabilities:
Deposits	$	15,688	$	16,596
Trading liabilities⁽²⁾	22,478		21,130
Short-term borrowings	1,676		847
Long-term debt	—		3,981
Other⁽³⁾	387		459
Total liabilities	$	40,229	$	43,013


⁽¹⁾	Includes interest bearing deposits with HSBC Mexico S.A. of $800 million at both March 31, 2015 and December 31, 2014, respectively.


⁽²⁾	Trading assets and trading liabilities do not reflect the impact of netting which allows the offsetting of amounts relating to certain contracts if certain conditions are met. Trading assets and liabilities primarily consist of derivatives contracts.


⁽³⁾	Other assets and other liabilities primarily consist of derivative contracts.



Three Months Ended March 31,	2015			2014
	(in millions)
Income/(Expense):
Interest income	$	30		$	14
Interest expense	(14		)	(18		)
Net interest income (expense)	16			(4		)
Trading revenue	148			852
Servicing and other fees from HSBC affiliates:
HSBC Bank Plc	19			16
HSBC Finance Corporation	16			15
HSBC Markets (USA) Inc. ("HMUS")	7			4
Other HSBC affiliates	14			12
Total servicing and other fees from HSBC affiliates	56			47
Gain (loss) on instruments designed at fair value and related derivatives	258			98
Support services from HSBC affiliates:
HMUS	(64		)	(57		)
HSBC Technology & Services (USA) ("HTSU")	(240		)	(253		)
Other HSBC affiliates	(48		)	(44		)
Total support services from HSBC affiliates	(352		)	(354		)
Stock based compensation expense with HSBC⁽¹⁾	(13		)	(7		)


⁽¹⁾	Employees may participate in one or more stock compensation plans sponsored by HSBC. These expenses are included in salaries and employee benefits in our consolidated statement of income. Employees also may participate in a defined benefit pension plan and other postretirement plans sponsored by HSBC North America which are discussed in Note 12, "Pension and Other Postretirement Benefits."

Funding Arrangements with HSBC Affiliates:

We use HSBC affiliates to fund a portion of our borrowing and liquidity needs. At December 31, 2014, long-term debt with affiliates reflected $4.0 billion in floating rate senior debt with HSBC North America. During the first quarter of 2015, we repaid this debt in full. See Note 15, "Retained Earnings and Regulatory Capital Requirements," for additional details.

We have the following funding arrangements available with HSBC affiliates, although there were no outstanding balances at either March 31, 2015 or December 31, 2014:


•	$805 million committed line of credit with HSBC Investment (Bahamas) Limited; and


•	$150 million uncommitted line of credit with HSBC North America Inc. ("HNAI").

We have also incurred short-term borrowings with certain affiliates. In addition, certain affiliates have also placed deposits with us.

Lending and Derivative Related Arrangements Extended to HSBC Affiliates:

At March 31, 2015 and December 31, 2014, we have the following loan balances outstanding with HSBC affiliates:



	March 31, 2015		December 31, 2014
	(in millions)
HSBC Finance Corporation	$	3,014	$	3,014
HSBC Markets (USA) Inc. ("HMUS") and subsidiaries	764		563
HSBC Bank Brasil S.A.	1,110		1,108
Other short-term affiliate lending	128		136
Total loans	$	5,016	$	4,821

HSBC Finance Corporation We have extended a $5.0 billion, 364-day uncommitted unsecured revolving credit agreement to HSBC Finance which expires during the fourth quarter of 2015. The credit agreement allows for borrowings with maturities of up to 5 years. At both March 31, 2015 and December 31, 2014, $3.0 billion was outstanding under this credit agreement with $512 million maturing in September 2017, $1.5 billion maturing in January 2018 and $1.0 billion maturing in September 2018. We have also extended a committed revolving credit facility to HSBC Finance of $1.0 billion which did not have any outstanding balance at either March 31, 2015 or December 31, 2014. This credit facility expires in May 2017.

HMUS and subsidiaries We have extended loans and lines, some of them uncommitted, to HMUS and its subsidiaries in the amount of $6.7 billion at both March 31, 2015 and December 31, 2014, respectively, of which $764 million and $563 million, respectively, was outstanding. The outstanding balances mature in May 2015.

HSBC Bank Brasil S.A. We have extended uncommitted lines of credit to HSBC Bank Brasil in the amount of $1.2 billion of which $1.1 billion was outstanding at both March 31, 2015 and December 31, 2014, respectively. The outstanding balances mature at various stages between 2016 and 2018.

We have extended lines of credit to various other HSBC affiliates totaling $2.3 billion which did not have any outstanding balances at either March 31, 2015 and December 31, 2014.

Other short-term affiliate lending In addition to loans and lines extended to affiliates discussed above, from time to time we may extend loans to affiliates which are generally short term in nature. At March 31, 2015 and December 31, 2014, there were $128 million and $136 million, respectively, of these loans outstanding.

HUSI is also committed to provide liquidity facilities to backstop the liquidity risk in Regency, an asset-backed commercial paper conduit consolidated by an HSBC affiliate, in relation to assets originated in the U.S. The notional amount of the liquidity facilities provided by HUSI to Regency was approximately $2.7 billion as of March 31, 2015, which is less than half of Regency's total liquidity facilities.

As part of a global HSBC strategy to offset interest rate or other market risks associated with certain securities, debt issues and derivative contracts with unaffiliated third parties, we routinely enter into derivative transactions with HSBC Finance, HSBC Bank plc and other HSBC affiliates. The notional value of derivative contracts related to these transactions was approximately $1,063.2 billion and $1,082.6 billion at March 31, 2015 and December 31, 2014, respectively. The net credit exposure (defined as the net fair value of derivative assets and liabilities) related to the contracts was approximately $1,089 million and $1,166 million at March 31, 2015 and December 31, 2014, respectively. Our Global Banking and Markets business accounts for these transactions on a mark to market basis, with the change in value of contracts with HSBC affiliates substantially offset by the change in value of related contracts entered into with unaffiliated third parties.

Services Provided Between HSBC Affiliates:

Under multiple service level agreements, we provide services to and receive services from various HSBC affiliates. The following summarizes these activities:

•

Servicing activities for residential mortgage loans across North America are performed both by us and HSBC Finance. As a result, we receive servicing fees from HSBC Finance for services performed on their behalf and pay servicing fees to HSBC Finance for services performed on our behalf. The fees we receive from HSBC Finance are reported in servicing and other fees from HSBC affiliates. Fees we pay to HSBC Finance are reported in support services from HSBC affiliates. This includes fees paid for the servicing of residential mortgage loans (with a carrying amount of $804 million and $837 million at March 31, 2015 and December 31, 2014, respectively) that we purchased from HSBC Finance in 2003 and 2004.

•

HSBC North America's technology and certain centralized support services including human resources, corporate affairs, risk management, legal, compliance, tax, finance and other shared services that are centralized within HTSU. HTSU also provides certain item processing and statement processing activities to us. The fees we pay HTSU for the centralized support services and processing activities are included in support services from HSBC affiliates. We also receive fees from HTSU for providing certain administrative services to them. The fees we receive from HTSU are included in servicing and other fees from HSBC affiliates. In certain cases, for facilities used by HTSU, we may guarantee their performance under the lease agreements.


•	We use HSBC Global Resourcing (UK) Ltd., an HSBC affiliate located outside of the United States, to provide various support services to our operations including among other areas, customer service, systems, collection and accounting functions. The expenses related to these services are included in support services from HSBC affiliates.

•

We utilize HSBC Securities (USA) Inc. ("HSI") for broker dealer, debt underwriting, customer referrals, loan syndication and other treasury and traded markets related services, pursuant to service level agreements. Fees charged by HSI for broker dealer, loan syndication services, treasury and traded markets related services are included in support services from HSBC affiliates. Debt underwriting fees charged by HSI are deferred as a reduction of long-term debt and amortized to interest expense over the life of the related debt. Customer referral fees paid to HSI are netted against customer fee income, which is included in other fees and commissions.

Other Transactions with HSBC Affiliates

We received revenue from our affiliates for rent on certain office space, which has been recorded as a component of support services from HSBC affiliates. Rental revenue from our affiliates totaled $15 million and $14 million during the three months ended March 31, 2015 and 2014, respectively.