Related Party Transactions

In the normal course of business, we conduct transactions with HSBC and its subsidiaries. HSBC policy requires that these transactions occur at prevailing market rates and terms and include funding arrangements, derivative transactions, servicing arrangements, information technology support, centralized support services, banking and other miscellaneous services and where applicable, these transactions are compliant with United States banking regulations. 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:



	September 30, 2016		December 31, 2015
	(in millions)
Assets:
Cash and due from banks	$	133	$	169
Interest bearing deposits with banks	26		244
Securities purchased under agreements to resell⁽¹⁾	4,000		4,000
Trading assets⁽²⁾	17,305		18,632
Loans	4,463		4,815
Other⁽³⁾	203		458
Total assets	$	26,130	$	28,318
Liabilities:
Deposits	$	20,130	$	13,486
Trading liabilities⁽²⁾	18,391		19,496
Short-term borrowings	2,134		2,004
Long-term debt	5,832		1,827
Other⁽³⁾	277		346
Total liabilities	$	46,764	$	37,159


⁽¹⁾	Reflects overnight purchases of U.S. Treasury securities which HSBC Securities (USA) Inc. ("HSI") has agreed to repurchase.


⁽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 balances associated with hedging activities and other miscellaneous account receivables and payables.



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
	(in millions)
Income/(Expense):
Interest income	$	30		$	28		$	90		$	86
Interest expense	(38		)	(19		)	(102		)	(41		)
Net interest income (expense)	(8		)	9			(12		)	45
Trading revenue (expense)	(661		)	72			138			441
Servicing and other fees from HSBC affiliates:
HSBC Bank plc	22			23			70			60
HSBC Finance Corporation	8			11			29			40
HSBC Markets (USA) Inc. ("HMUS")	5			6			15			19
Other HSBC affiliates	15			13			41			43
Total servicing and other fees from HSBC affiliates	50			53			155			162
Gain (loss) on instruments designed at fair value and related derivatives	193			(535		)	228			(405		)
Support services from HSBC affiliates:
HMUS	(42		)	(66		)	(150		)	(199		)
HSBC Technology & Services (USA) ("HTSU")	(252		)	(250		)	(734		)	(754		)
Other HSBC affiliates	(60		)	(45		)	(145		)	(145		)
Total support services from HSBC affiliates	(354		)	(361		)	(1,029		)	(1,098		)
Stock based compensation expense with HSBC⁽¹⁾	(7		)	(12		)	(24		)	(40		)


⁽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 13, "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 September 30, 2016 and December 31, 2015, long-term debt with affiliates reflected $5.9 billion and $1.9 billion, respectively, of floating rate borrowings from HSBC North America. The outstanding balances include:


•	$1.0 billion of senior debt which was issued during the second quarter of 2015 and matures in December 2016;


•	$2.0 billion of senior debt which was issued during the third quarter of 2016 and matures in August 2021;


•	$0.9 billion of subordinated debt which was issued during the second quarter of 2015 and matures in May 2025; and


•	$2.0 billion of senior debt which was issued during the third quarter of 2016 and matures in August 2026.

We have a $150 million uncommitted line of credit with HSBC North America Inc. although there was no outstanding balance at either September 30, 2016 or December 31, 2015.

We have also incurred short-term borrowings with certain affiliates, largely securities sold under repurchase agreements with HSI. In addition, certain affiliates have also placed deposits with us.

Lending and Derivative Related Arrangements Extended to HSBC Affiliates:

At September 30, 2016 and December 31, 2015, we have the following loan balances outstanding with HSBC affiliates:



	September 30, 2016		December 31, 2015
	(in millions)
HSBC Finance Corporation	$	3,013	$	3,014
HSBC Markets (USA) Inc. ("HMUS") and subsidiaries	473		978
HSBC Mexico S.A.	975		725
Regency Assets Limited ("Regency")⁽¹⁾	—		58
Other short-term affiliate lending	2		40
Total loans	$	4,463	$	4,815


⁽¹⁾	An asset-backed commercial paper conduit consolidated by an HSBC affiliate.

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 2017. The credit agreement allows for borrowings with maturities of up to 5 years. At both September 30, 2016 and December 31, 2015, $3.0 billion was outstanding under this credit agreement with $0.5 billion maturing in September 2017, $1.5 billion maturing in January 2018 and $1.0 billion maturing in September 2018. At December 31, 2015, we also had extended a committed revolving credit facility to HSBC Finance of $1.0 billion which did not have any outstanding balance. During the third quarter of 2016, this credit facility was terminated.

HMUS and subsidiaries We have extended loans and lines, some of them uncommitted, to HMUS and its subsidiaries in the amount of $8.9 billion and $10.7 billion at both September 30, 2016 and December 31, 2015, respectively, of which $473 million and $978 million, respectively, was outstanding. The maturities of the outstanding balances range from overnight to three months. Each borrowing is re-evaluated prior to its maturity date and either extended or allowed to mature.

HSBC Mexico S.A. We have extended an uncommitted line of credit to HSBC Mexico S.A. in the amount of $1.2 billion at both September 30, 2016 and December 31, 2015, of which $975 million and $725 million was outstanding at September 30, 2016 and December 31, 2015, respectively. The outstanding balances mature at various stages between 2017 and 2018.

Regency During the third quarter of 2016, Regency was restructured and the liquidity facilities we previously provided to them were terminated. See Note 17, "Variable Interest Entities," for additional discussion. Prior to the third quarter of 2016, HUSI was committed to provide liquidity facilities to backstop the liquidity risk in Regency in relation to assets originated in the United States. The notional amount of the liquidity facilities provided by HUSI to Regency was approximately $3.4 billion at December 31, 2015 which was less than half of Regency's total liquidity facilities. At December 31, 2015, $58 million was outstanding under these facilities.

We have extended lines of credit to various other HSBC affiliates totaling $3.1 billion which did not have any outstanding balances at either September 30, 2016 and December 31, 2015.

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 September 30, 2016 and December 31, 2015, there were $2 million and $40 million, respectively, of these loans outstanding.

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 $979.1 billion and $1,004.1 billion at September 30, 2016 and December 31, 2015, respectively. The net credit exposure (defined as the net fair value of derivative assets and liabilities, including any collateral received) related to the contracts was approximately $6 million and $216 million at September 30, 2016 and December 31, 2015, 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 $586 million and $696 million at September 30, 2016 and December 31, 2015, respectively) that we purchased from HSBC Finance in 2003 and 2004. During the third quarter of 2016, we transferred these residential mortgage loans to held for sale. See Note 7, "Loans Held for Sale," for additional information.

•

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 Services Limited, 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 HSI, a subsidiary of HMUS, for broker dealer, debt underwriting, customer referrals, loan syndication and other treasury and traded markets related services, pursuant to service level agreements. 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. Fees charged by HSI for the other services are included in support services from HSBC affiliates.


•	We receive fees from other subsidiaries of HSBC, including HSBC Bank plc and HSI, for providing them with banking and other miscellaneous services as well as support for certain administrative and global business activities. These fees are reported in servicing and other fees from HSBC affiliates.

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 $16 million and $47 million during the three and nine months ended September 30, 2016, respectively, compared with $15 million and $44 million during the three and nine months ended September 30, 2015, respectively.

During the second quarter of 2016, HSBC USA issued $1,265 million of 6.0 percent Non-Cumulative Series I Preferred Stock to HSBC North America. See Note 16, "Retained Earnings and Regulatory Capital Requirements," for additional details.