HSBC USA Inc 10-Q Part 3
HSBC Holdings PLC
14 November 2007
PART 3
Operating Results
The following table summarizes results for the PFS segment.
-----------------------------------------------------------------------------------------------------------------
Increase (Decrease)
--------------------------
2007 2006 Amount %
-----------------------------------------------------------------------------------------------------------------
($ in millions)
Three months ended September 30:
Net interest income ........................... $ 276 $ 305 $ (29) (10)
Other revenues ................................ 157 127 30 24
--------- --------- --------- ---------
Total revenues ................................ 433 432 1 --
Provision for credit losses ................... 35 15 20 133
--------- --------- --------- ---------
398 417 (19) (5)
Operating expenses ............................ 313 296 17 6
--------- --------- --------- ---------
Income before income tax expense .............. 85 121 (36) (30)
Income tax expense ............................ 26 43 (17) (40)
--------- --------- --------- ---------
Net income .................................... $ 59 $ 78 $ (19) (24)
========= ========= ========= =========
Nine months ended September 30:
Net interest income ........................... $ 838 $ 882 $ (44) (5)
Other revenues ................................ 417 369 48 13
--------- --------- --------- ---------
Total revenues ................................ 1,255 1,251 4 --
Provision for credit losses ................... 64 39 25 64
--------- --------- --------- ---------
1,191 1,212 (21) (2)
Operating expenses ............................ 923 875 48 5
--------- --------- --------- ---------
Income before income tax expense .............. 268 337 (69) (20)
Income tax expense ............................ 82 115 (33) (29)
--------- --------- --------- ---------
Net income .................................... $ 186 $ 222 $ (36) (16)
========= ========= ========= =========
Lower net interest income for the third quarter and the first nine months of
2007 was partially due to lower interest earned and lower interest rate spreads
on the residential mortgage loan portfolio. Average residential mortgage loans
decreased 11.1% for the first nine months of 2007, as compared with the same
2006 period.
Net interest income from core banking activities also decreased for the third
quarter and first nine months of 2007. Although deposits continued to grow in
2007, driven by the success of the Online Savings product and expansion of the
retail branch network, this was offset by a narrowing of deposit spreads as
customers continue to migrate to higher yielding deposit products, such as the
Online Savings and CDs. Refer to page 35 of this Form 10-Q for commentary
regarding HUSI's deposit strategy and growth.
Higher other revenues for the first nine months of 2007 were due to $21 million
of gains realized on sales of branch premises to unaffiliated third parties.
Higher provision for credit losses, which was driven by increased delinquencies
within various consumer portfolios, was partially offset by a $13 million
reduction in allowance resulting from refinement of the allowance methodology
associated with MasterCard/Visa receivables. In addition, provision expense for
the first half of 2006 was unusually low due to the impact of bankruptcy
legislation enacted in 2005, which resulted in accelerated consumer charge offs
in the fourth quarter of 2005.
Increased operating expenses are related to higher staff, marketing, occupancy
and technology costs and reflect investment in branch expansion, branch
automation and in the development of the HSBC Direct online platform.
51
Consumer Finance (CF)
Overview
The CF segment includes the private label receivable portfolio (the PLRP) and
other loans acquired from HSBC Finance Corporation and its correspondents.
Results of the CF segment have been positively impacted by lower amortization of
premiums paid to HSBC Finance Corporation for those receivables, and by growth
of private label credit card receivables, which are 7% higher at September 30,
2007 compared with the prior year.
Operating Results
The following table summarizes results for the CF segment.
-----------------------------------------------------------------------------------------------------------------------
Increase (Decrease)
-------------------------
2007 2006 Amount %
-----------------------------------------------------------------------------------------------------------------------
($ in millions)
Three months ended September 30:
Net interest income ................................... $ 296 $ 197 $ 99 50
Other revenues (1) .................................... 86 22 64 *
--------- --------- --------- ---------
Total revenues ........................................ 382 219 163 74
Provision for credit losses ........................... 305 160 145 91
--------- --------- --------- ---------
77 59 18 31
Operating expenses .................................... 8 7 1 14
--------- --------- --------- ---------
Income before income tax expense ...................... 69 52 17 33
Income tax expense .................................... 24 19 5 26
--------- --------- --------- ---------
Net income ............................................ $ 45 $ 33 $ 12 36
========= ========= ========= =========
Nine months ended September 30:
Net interest income ................................... $ 705 $ 535 $ 170 32
Other revenues (1) .................................... 194 62 132 *
--------- --------- --------- ---------
Total revenues ........................................ 899 597 302 51
Provision for credit losses ........................... 693 459 234 51
--------- --------- --------- ---------
206 138 68 49
Operating expenses .................................... 26 21 5 24
--------- --------- --------- ---------
Income before income tax expense ...................... 180 117 63 54
Income tax expense .................................... 63 41 22 54
--------- --------- --------- ---------
Net income ............................................ $ 117 $ 76 $ 41 54
========= ========= ========= =========
(1) For IFRS reporting purposes, fees charged by HSBC Finance Corporation for
servicing various loan and receivable portfolios are netted against other
revenues. These fees totaled $104 million and $102 million for the third
quarter of 2007 and 2006, respectively, and $311 million and $305 million
for the first nine months of 2007 and 2006, respectively.
* Not meaningful.
Higher net interest income for the third quarter and first nine months of 2007
resulted from:
o higher interest income from increased credit card receivable balances, due
to the addition of new private label merchant relationships during 2006
and 2007;
o higher accrued income as a result of a more robust income recognition
methodology on private label credit card promotional transactions; and
o lower amortization of premiums paid for purchases of receivables included
within the PLRP. Although premiums associated with daily purchases of
receivables from HSBC Finance Corporation continue to be recorded and
amortized, the premium amortization associated with the initial portfolio
acquisition in 2004 was $65 million lower for the first nine months of
2007.
Higher other revenues are directly related to increased credit card fees (refer
to page 40 of this Form 10-Q).
Higher provisions for credit losses resulted from higher allowance for credit
losses required for private label credit card receivable growth and from higher
delinquencies within the portfolio.
52
HUSI is considering the purchase of a portfolio of General Motors MasterCard and
Visa receivables (the "GM Portfolio") from HSBC Finance Corporation in the
future in order to maximize the efficient use of capital and liquidity at each
entity. The purchase is subject to obtaining the necessary regulatory and other
approvals. HSBC Finance Corporation will maintain the customer account
relationships. Subsequent to the initial receivable purchase, HUSI will purchase
additional volume on a daily basis.
Commercial Banking (CMB)
Overview
Despite expansion of middle market activities in Chicago, Washington D.C. and
the west coast of the U.S. and growth in small business lending, which have
contributed to higher loan and deposit balances, overall performance within the
CMB segment is relatively flat, as business expansion costs and credit quality
have offset these benefits. Overall, average commercial loans and deposits are
4% and 20% higher, respectively, for the first nine months of 2007, as compared
with the same period in 2006. Commercial real estate lending has been impacted
by a slowdown in this sector, which has offset growth in other business areas.
Operating Results
The following table summarizes results for the CMB segment.
-----------------------------------------------------------------------------------------------------------
Increase (Decrease)
--------------------------
2007 2006 Amount %
-----------------------------------------------------------------------------------------------------------
($ in millions)
Three months ended September 30:
Net interest income ..................... $ 208 $ 201 $ 7 3
Other revenues .......................... 67 82 (15) (18)
--------- --------- --------- ---------
Total revenues .......................... 275 283 (8) (3)
Provision for credit losses ............. 35 31 4 13
--------- --------- --------- ---------
240 252 (12) (5)
Operating expenses ...................... 137 136 1 1
--------- --------- --------- ---------
Income before income tax expense ........ 103 116 (13) (11)
Income tax expense ...................... 27 38 (11) (29)
--------- --------- --------- ---------
Net income .............................. $ 76 $ 78 $ (2) (3)
========= ========= ========= =========
Nine months ended September 30:
Net interest income ..................... $ 606 $ 550 $ 56 10
Other revenues .......................... 196 205 (9) (4)
--------- --------- --------- ---------
Total revenues .......................... 802 755 47 6
Provision for credit losses ............. 72 62 10 16
--------- --------- --------- ---------
730 693 37 5
Operating expenses ...................... 420 369 51 14
--------- --------- --------- ---------
Income before income tax expense ........ 310 324 (14) (4)
Income tax expense ...................... 92 110 (18) (16)
--------- --------- --------- ---------
Net income .............................. $ 218 $ 214 $ 4 2
========= ========= ========= =========
Pre-tax profit decreased by 11% to $103 million for the third quarter due to
lower revenue, and by 4% to $310 million for the first nine months of 2007 due
to provisions and expenses rising at a faster rate than revenues.
Net interest income grew by 10% to $606 million for the first nine months of
2007, driven by average loan balance growth of 20% in middle market lending and
22% in small business deposits. Offsetting this, net interest income was
constrained by lower commercial real estate activity and narrowing spreads,
particularly on deposits, as customers migrated to higher yielding products.
Other revenues decreased by 4% to $196 million for the first nine months of
2007, mainly due to lower gains on asset disposals for the first nine months of
2007 compared with the same period in 2006.
53
Provisions for credit losses were in line with the third quarter of 2006.
However, provisions have increased by 16% for the first nine months of the year.
This is due to higher commercial real estate provisions resulting from customer
downgrades, as development projects are taking longer to complete. Additional
commentary regarding credit quality begins on page 57 of this Form 10-Q.
Higher operating expenses of 14% for the first nine months of 2007, over the
same period in 2006, reflects organic growth in legacy markets and business
expansion in Chicago, Washington D.C. and the west coast. In addition, higher
incentive compensation costs and increased community investment activities have
also contributed to cost growth.
Deposits continue to be a key driver of growth in 2007, driven by expansion
initiatives and targeted marketing campaigns. For the CMB segment, average
customer deposits are 20% higher for the first nine months of 2007, compared
with the same period in 2006.
Loan growth is primarily due to strong activity in middle market lending, with
growth distributed equally between legacy and expansion markets. However,
overall loan growth has been adversely impacted by a slowdown in commercial real
estate activity. For the CMB segment, average loans are 4% higher for the first
nine months of 2007, compared with the same period in 2006.
Corporate, Investment Banking and Markets (CIBM)
Overview
During the third quarter of 2007, the CIBM segment was affected by reduced
market liquidity, widening spreads and higher volatility in the credit and
sub-prime lending markets. This impacted trading in mortgage backed securities
and credit derivatives and led to asset mark downs being recorded on leveraged
buyout activity. The market turmoil has caused a significant fall in revenues in
both the third quarter and the first nine months of 2007 as compared with the
same 2006 periods. Third quarter precious metals revenue also experienced a
decline related to lower price volatility. Partially offsetting this, the
foreign exchange business has continued to contribute solid revenues as a result
of ongoing market volatility and performance for the first nine months benefited
from structured credit and emerging markets derivatives activity in the first
half of the year.
Revenues from the recently expanded payments and cash management business were
significantly higher for the third quarter and first nine months of 2007, as
compared with the same 2006 periods, reflecting higher deposit balances and
higher associated transaction fee revenues.
A relatively flat yield curve has reduced net interest income from balance sheet
management activities for the first nine months of 2007 and has continued to
limit opportunities to generate additional net funds income within the CIBM
business segment.
During the first nine months of 2006, successful launches of new products and
increased sales of structured products that are tailored to specific customer
needs led to strong derivatives trading revenues. Gains in the precious metals
business reflected volume growth driven by a surge in demand arising from strong
commodities markets. Income streams in the foreign exchange business were robust
against the backdrop of a weak U.S. dollar.
54
Operating Results
The following table summarizes results for the CIBM segment
--------------------------------------------------------------------------------------------------------------------
Increase (Decrease)
--------------------------
2007 2006 Amount %
--------------------------------------------------------------------------------------------------------------------
($ in millions)
Three months ended September 30:
Net interest income ............................. $ 62 $ 46 $ 16 35
Other revenues .................................. (139) 143 (282) (197)
--------- --------- --------- ---------
Total revenues .................................. (77) 189 (266) (141)
Provision for credit losses ..................... 17 7 10 143
--------- --------- --------- ---------
(94) 182 (276) (152)
Operating expenses .............................. 197 180 17 9
--------- --------- --------- ---------
Income before income tax expense ................ (291) 2 (293) *
Income tax expense .............................. (97) 3 (100) *
--------- --------- --------- ---------
Net loss ........................................ $ (194) $ (1) $ (193) *
========= ========= ========= =========
Nine months ended September 30:
Net interest income ............................. $ 199 $ 183 $ 16 9
Other revenues .................................. 436 701 (265) (38)
--------- --------- --------- ---------
Total revenues .................................. 635 884 (249) (28)
Provision for credit losses ..................... 6 (5) 11 *
--------- --------- --------- ---------
629 889 (260) (29)
Operating expenses .............................. 584 535 49 9
--------- --------- --------- ---------
Income before income tax expense ................ 45 354 (309) (87)
Income tax expense .............................. 17 126 (109) (87)
--------- --------- --------- ---------
Net income ...................................... $ 28 $ 228 $ (200) (88)
========= ========= ========= =========
* Not meaningful.
Lower revenues primarily resulted from lower balance sheet management income and
lower trading related revenues (refer to pages 28 and 45 of this Form 10-Q),
which were partially offset by higher gains realized from sales of securities
(refer to page 46 of this Form 10-Q).
Higher operating expenses for the first nine months of 2007, as compared with
the same 2006 period, resulted from higher personnel costs associated with
expansion of various businesses that are better positioned to leverage HSBC's
global capabilities. Expenses for 2007 also included incremental costs
associated with repositioning certain other non-strategic businesses in order to
focus on building a financing and emerging markets led wholesale banking
business.
Private Banking (PB)
Overview
During 2005 and 2006, additional resources have been allocated to expand
products and services provided to high net worth customers served by the PB
business segment. As a result, total average loans and deposit balances were 8%
and 16% higher, respectively, for the first nine months of 2007, compared with
the same 2006 period. Assets under management also increased 25%. However, these
increases did not translate into higher net income over the prior year as gains
from the sale of equity investments were recognized in 2006.
55
Operating Results
The following table summarizes results for the PB segment.
------------------------------------------------------------------------------------------------------------------
Increase (Decrease)
--------------------------
2007 2006 Amount %
------------------------------------------------------------------------------------------------------------------
($ in millions)
Three months ended September 30:
Net interest income ........................... $ 50 $ 50 $ -- --
Other revenues ................................ 66 108 (42) (39)
--------- --------- --------- ---------
Total revenues ................................ 116 158 (42) (27)
Provision for credit losses ................... (1) 2 (3) (150)
--------- --------- --------- ---------
117 156 (39) (25)
Operating expenses ............................ 87 75 12 16
--------- --------- --------- ---------
Income before income tax expense .............. 30 81 (51) (63)
Income tax expense ............................ 8 28 (20) (71)
--------- --------- --------- ---------
Net income .................................... $ 22 $ 53 $ (31) (58)
========= ========= ========= =========
Nine months ended September 30:
Net interest income ........................... $ 150 $ 146 $ 4 3
Other revenues ................................ 210 245 (35) (14)
--------- --------- --------- ---------
Total revenues ................................ 360 391 (31) (8)
Provision for credit losses ................... 11 32 (21) (66)
--------- --------- --------- ---------
349 359 (10) (3)
Operating expenses ............................ 255 224 31 14
--------- --------- --------- ---------
Income before income tax expense .............. 94 135 (41) (30)
Income tax expense ........................... 27 46 (19) (41)
--------- --------- --------- ---------
Net income .................................... $ 67 $ 89 $ (22) (25)
========= ========= ========= =========
Higher net interest income for the first nine months of 2007 resulted from the
mix of higher average loans and deposit balances, offset by lower interest
spreads.
The PB business segment includes an equity investment in a non-consolidated
foreign HSBC affiliate (the foreign equity investment). During the third quarter
of 2006, the foreign equity investment sold a portion of its investment in a
foreign equity fund to another HSBC affiliate. During the second quarter of
2007, the foreign equity investment sold its remaining investment in the foreign
equity fund, resulting in a gain from which HUSI recorded additional equity
earnings of $7 million. Excluding the impact of this transaction, the decrease
in equity investment holdings resulted in lower equity earnings included in
other revenues for the first nine months of 2007, which was offset by higher
commission and fee revenues from managed products, derivatives and annuity
products.
Increased operating expenses for the third quarter and first nine months of 2007
mainly resulted from higher staff costs related to business expansion
initiatives.
The provision for credit losses for the first nine months of 2007 includes the
impact of an $8 million charge off related to a specific commercial customer
relationship, for which no allowance was previously recorded. For 2006, the
provision includes a $29 million charge for a combination of charge offs and
higher allowances related to a specific commercial real estate investment loan
relationship for which no specific allowance was previously recorded.
56
Other
Overview
The Other segment primarily includes an equity investment in HSBC Republic Bank
(Suisse) S.A., and adjustments made at the corporate level for fair value option
accounting related to certain debt issued.
Operating Results
The following table summarizes results for the Other segment.
---------------------------------------------------------------------------------------------------------------
Increase (Decrease)
------------------------
2007 2006 Amount %
---------------------------------------------------------------------------------------------------------------
($ in millions)
Three months ended September 30:
Net interest income ............................. $ (4) $ (9) $ 5 56
Other revenues .................................. 150 (31) 181 *
--------- --------- --------- ---------
Total revenues .................................. 146 (40) 186 *
Provision for credit losses ..................... -- (1) 1 100
--------- --------- --------- ---------
146 (39) 185 *
Operating expenses .............................. 4 (9) 13 144
--------- --------- --------- ---------
Income before income tax expense ................ 142 (30) 172 *
Income tax expense .............................. 51 (20) 71 *
--------- --------- --------- ---------
Net income (loss) ............................... $ 91 $ (10) $ 101 *
========= ========= ========= =========
Nine months ended September 30:
Net interest income ............................. $ (9) $ (19) $ 10 53
Other revenues .................................. 90 (32) 122 *
--------- --------- --------- ---------
Total revenues .................................. 81 (51) 132 *
Provision for credit losses ..................... 1 (1) 2 *
--------- --------- --------- ---------
80 (50) 130 *
Operating expenses .............................. 5 (4) 9 *
--------- --------- --------- ---------
Income before income tax expense ................ 75 (46) 121 *
Income tax expense .............................. 23 (28) 51 182
--------- --------- --------- ---------
Net income (loss) ............................... $ 52 $ (18) $ 70 *
========= ========= ========= =========
* Not meaningful.
The increase in other revenues for the third quarter and the first nine months
of 2007 primarily resulted from decreases in the fair value of certain debt
instruments, due to widening credit spreads, as compared with the same 2006
periods.
CREDIT QUALITY
--------------------------------------------------------------------------------
HUSI enters into a variety of transactions in the normal course of business that
involve both on and off-balance sheet credit risk. Principal among these
activities is lending to various commercial, institutional, governmental and
individual customers. HUSI participates in lending activity throughout the U.S.
and, on a limited basis, internationally.
HUSI's allowance for credit losses methodology and its accounting policies
related to the allowance for credit losses are presented in Critical Accounting
Policies beginning on page 25 of its 2006 Form 10-K and in Note 2 of the
consolidated financial statements beginning on page 99 of its 2006 Form 10-K.
HUSI's approach toward credit risk management is summarized on pages 72-74 of
its 2006 Form 10-K. There have been no material revisions to policies or
methodologies during the first nine months of 2007, although the company
continues to monitor current market conditions and will adjust credit policies
as deemed necessary.
57
Overview
The allowance for credit losses increased $156 million (17%) and increased $161
million (18%) during the three month and nine month periods ended September 30,
2007, respectively. Higher allowances associated with the private label and
MasterCard/Visa credit card receivable were primarily driven by higher
delinquencies and charge offs. Allowance for credit losses balances and
activity, by loan portfolio, are summarized on page 60 of this Form 10-Q.
The provision for credit losses increased $195 million (94%) for the third
quarter of 2007, and increased $285 million (49%) for the first nine months of
2007 as compared with the same 2006 periods, primarily due to higher provisions
associated with credit card receivable portfolios. The provision for credit
losses associated with various loan portfolios is summarized on page 37 of this
Form 10-Q.
Problem Loan Management
Nonaccruing loans by portfolio and impaired loans are summarized in Note 4 of
the consolidated financial statements beginning on page 10 of this Form 10-Q.
HUSI's policies and practices for placing loans on nonaccruing status are
summarized in Note 2 of the consolidated financial statements, beginning on page
99 of its 2006 Form 10-K.
Criticized Assets
Criticized asset classifications are based on the risk rating standards of
HUSI's primary regulator. Problem credit facilities, which include loans and
other credit arrangements such as letters of credit, are assigned various
criticized facility grades under HUSI's allowance for credit losses methodology.
Criticized credit facilities are summarized in the following table.
-----------------------------------------------------------------------------------------------------------------------
Increase (Decrease) from
---------------------------------------------------------
December 31, 2006 September 30, 2006
September 30, ------------------------- -------------------------
Balance at 2007 Amount % Amount %
-----------------------------------------------------------------------------------------------------------------------
($ in millions)
Special mention (1):
Commercial loans ................... $ 1,701 $ 450 36 $ 827 95
Substandard (2):
Commercial loans ................... 620 (61) (9) 161 35
Consumer loans ..................... 881 280 47 324 58
--------- --------- --------- --------- ---------
1,501 219 17 485 48
--------- --------- --------- --------- ---------
Doubtful (3):
Commercial loans ................... 27 (5) (16) (23) (46)
--------- --------- --------- --------- ---------
Total ................................... $ 3,229 $ 664 26 $ 1,289 66
========= ========= ========= ========= =========
(1) Generally includes credit facilities that are protected by collateral
and/or the credit worthiness of the customer, but are potentially weak
based upon economic or market circumstances which, if not checked or
corrected, could weaken HUSI's credit position at some future date.
(2) Includes credit facilities that are inadequately protected by the
underlying collateral and/or general credit worthiness of the customer.
These credit facilities present a distinct possibility that HUSI will
sustain some loss if the deficiencies are not corrected.
(3) Includes credit facilities that have all the weaknesses exhibited by
substandard credit facilities, with the added characteristic that the
weaknesses make collection or liquidation in full of the recorded loan
highly improbable. However, although the possibility of loss is extremely
high, certain factors exist which may strengthen the credit at some future
date, and therefore the decision to charge off the loan is deferred. Loans
graded as doubtful are required to be placed in nonaccruing status.
58
Allowance for Credit Losses
Changes in the allowance for credit losses by general loan categories are
summarized in the following table.
-----------------------------------------------------------------------------------------------------------------------
September 30, June 30, March 31, December 31, September 30,
Quarter ended 2007 2007 2007 2006 2006
-----------------------------------------------------------------------------------------------------------------------
($ in millions)
Total loans at quarter end ................. $ 92,666 $ 87,409 $ 88,893 $ 90,237 $ 90,020
Average total loans ........................ 88,720 88,477 88,092 89,343 88,739
Allowance balance at beginning of
quarter .................................. $ 902 $ 862 $ 897 $ 886 $ 869
Allowance related to disposal of
certain
credit card receivables .................. -- -- -- (2) --
Charge offs:
Commercial ........................ 35 34 36 43 29
Consumer:
Residential mortgages .......... 14 12 14 10 9
Credit card receivables ........ 228 221 224 205 188
Other consumer loans ........... 28 26 31 32 27
---------- ---------- ---------- ---------- ----------
Total consumer loans ........... 270 259 269 247 224
---------- ---------- ---------- ---------- ----------
Total charge offs ................. 305 293 305 290 253
---------- ---------- ---------- ---------- ----------
Recoveries on loans charged off:
Commercial ........................ 6 8 6 9 8
Consumer:
Residential mortgages .......... -- 1 -- 1 1
Credit card receivables ........ 44 50 49 47 49
Other consumer loans ........... 9 10 10 9 5
---------- ---------- ---------- ---------- ----------
Total consumer loans ........... 53 61 59 57 55
---------- ---------- ---------- ---------- ----------
Total recoveries .................. 59 69 65 66 63
---------- ---------- ---------- ---------- ----------
Total net charge offs ................ 246 224 240 224 190
---------- ---------- ---------- ---------- ----------
Provision charged to income .......... 402 264 205 237 207
---------- ---------- ---------- ---------- ----------
Allowance balance at end of quarter ........ $ 1,058 $ 902 $ 862 $ 897 $ 886
========== ========== ========== ========== ==========
Allowance ratios:
Annualized net charge offs to
average loans:
Commercial ........................ .36% .35% .43% .47% .29%
Consumer:
Residential mortgages .......... .15 .11 .15 .09 .08
Credit card receivables ........ 4.09 3.91 4.01 3.62 3.39
Other consumer loans ........... 3.08 2.58 3.20 3.27 2.95
---------- ---------- ---------- ---------- ----------
Total consumer ................. 1.51 1.35 1.43 1.25 1.12
---------- ---------- ---------- ---------- ----------
Total loans ....................... 1.10% 1.01% 1.11% 1.00% .85%
========== ========== ========== ========== ==========
Quarter-end allowance to:
Quarter-end total loans ........ 1.14% 1.03% .97% .99% .98%
Quarter-end total
nonaccruing loans ............ 163.78% 277.54% 280.78% 314.74% 331.84%
59
Changes in the allowance for credit losses by general loan categories are
summarized in the following tables.
-----------------------------------------------------------------------------------------------------------------------
Residential Credit Other
Three months ended September 30 Commercial Mortgage Card Consumer Unallocated Total
-----------------------------------------------------------------------------------------------------------------------
(in millions)
2007
Balance at beginning of period .. $ 212 $ 30 $ 624 $ 25 $ 11 $ 902
------- ------- ------- ------- ------- -------
Charge offs ..................... 35 14 228 28 -- 305
Recoveries ...................... 6 -- 44 9 -- 59
------- ------- ------- ------- ------- -------
Net charge offs ........... 29 14 184 19 -- 246
------- ------- ------- ------- ------- -------
Provision charged to income ..... 54 24 301 20 3 402
------- ------- ------- ------- ------- -------
Balance at end of period ........ $ 237 $ 40 $ 741 $ 26 $ 14 $ 1,058
======= ======= ======= ======= ======= =======
2006
Balance at beginning of period .. $ 192 $ 31 $ 600 $ 29 $ 17 $ 869
------- ------- ------- ------- ------- -------
Charge offs ..................... 29 9 188 27 -- 253
Recoveries ...................... 8 1 49 5 -- 63
------- ------- ------- ------- ------- -------
Net charge offs ........... 21 8 139 22 -- 190
------- ------- ------- ------- ------- -------
Provision charged to income ..... 40 3 150 20 (6) 207
------- ------- ------- ------- ------- -------
Balance at end of period ........ $ 211 $ 26 $ 611 $ 27 $ 11 $ 886
======= ======= ======= ======= ======= =======
-----------------------------------------------------------------------------------------------------------------------
Residential Credit Other
Nine months ended September 30 Commercial Mortgage Card Consumer Unallocated Total
-----------------------------------------------------------------------------------------------------------------------
(in millions)
2007
Balance at beginning of period .. $ 203 $ 31 $ 626 $ 26 $ 11 $ 897
------- ------- ------- ------- ------- -------
Charge offs ..................... 105 40 673 85 -- 903
Recoveries ...................... 20 1 143 29 -- 193
------- ------- ------- ------- ------- -------
Net charge offs ........... 85 39 530 56 -- 710
------- ------- ------- ------- ------- -------
Provision charged to income ..... 119 48 645 56 3 871
------- ------- ------- ------- ------- -------
Balance at end of period ........ $ 237 $ 40 $ 741 $ 26 $ 14 $ 1,058
======= ======= ======= ======= ======= =======
2006
Balance at beginning of period .. $ 162 $ 34 $ 600 $ 36 $ 14 $ 846
------- ------- ------- ------- ------- -------
Allowance related to disposals .. -- -- (6) -- -- (6)
Charge offs ..................... 93 27 523 79 -- 722
Recoveries ...................... 29 1 123 29 -- 182
------- ------- ------- ------- ------- -------
Net charge offs ........... 64 26 400 50 -- 540
------- ------- ------- ------- ------- -------
Provision charged to income ..... 113 18 417 41 (3) 586
------- ------- ------- ------- ------- -------
Balance at end of period ........ $ 211 $ 26 $ 611 $ 27 $ 11 $ 886
======= ======= ======= ======= ======= =======
Commercial Loan Credit Quality
Components of the commercial allowance for credit losses, as well as movements
in comparison with prior periods, are summarized in the following table.
-----------------------------------------------------------------------------------------------------------------------
Increase (Decrease) from
------------------------------------------------------
December 31, 2006 September 30, 2006
September 30, ------------------------ ------------------------
2007 Amount % Amount %
-----------------------------------------------------------------------------------------------------------------------
($ in millions)
On-balance sheet allowance:
Specific .......................... $ 18 $ 4 29 $ 2 13
Collective ........................ 219 30 16 24 12
--------- --------- --------- --------- ---------
237 34 17 26 12
Unallocated ....................... 14 3 27 3 27
--------- --------- --------- --------- ---------
Total on-balance sheet allowance... 251 37 17 29 13
--------- --------- --------- --------- ---------
Off-balance sheet allowance ............ 93 (5) (5) (5) (5)
--------- --------- --------- --------- ---------
Total commercial allowances ............ $ 344 $ 32 10 $ 24 8
========= ========= ========= ========= =========
60
Overall, commercial loan credit quality remains stable and well-controlled.
Higher criticized loan balances from September 30, 2006 to September 30, 2007
(refer to page 58 of this Form 10-Q) resulted mainly from downgrades in real
estate and middle market exposures. The downgrades resulted in part from changes
in the credit metrics for specific credits within these portfolios. Total
nonaccruing commercial loans remain low as a percentage of total commercial
loans. Based upon evaluation of the repayment capacity of the obligors,
including support from adequately margined collateral, performance on
guarantees, and other mitigating factors, impairment is modestly higher in 2007
as compared with prior reporting periods, and is adequately reflected in the
allowances for specific and collective impairment.
HUSI management continues to monitor the following factors that could affect
portfolio risk:
o recent growth initiatives which have resulted in growth in the size and
complexity of the commercial loan portfolio;
o HUSI's continued geographic expansion;
o borrower concentrations;
o increased number and complexity of products offered; and
o continuing signs of stress within certain segments of the economy.
HUSI management continues to monitor and reduce exposures to those industries
considered to be higher risk. During 2006, HUSI management began to make more
extensive use of available tools to more actively manage net exposure within its
corporate loan portfolios with an increased syndication capacity as well as
increased use of credit default swaps to economically hedge and reduce certain
exposures.
Any sudden and/or unexpected adverse economic events or trends could
significantly affect credit quality and increase provisions for credit losses.
For example, HUSI management is monitoring the U.S. housing market, rising
interest rates and high energy prices, which could potentially lead to a
deceleration of U.S. economic activity.
Credit Card Receivable Credit Quality
Credit card receivables are primarily private label receivables, including
closed and open ended contracts, acquired from HSBC Finance Corporation.
Receivables included in the private label credit card portfolio are generally
maintained in accruing status until being charged off six months after
delinquency. Selected credit quality data for credit card receivables is
summarized in the following table.
-----------------------------------------------------------------------------------------------------------------------
September 30, December 31, September 30,
2007 2006 2006
-----------------------------------------------------------------------------------------------------------------------
($ in millions)
Accruing balances contractually past due 90 days or more:
Balance at end of quarter .......................................... $ 357 $ 339 $ 314
As a percent of total credit card receivables ...................... 1.98% 1.86% 1.87%
Allowance for credit losses associated with credit card receivables:
Balance at end of quarter .......................................... $ 741 $ 626 $ 611
As a percent of total credit card receivables ...................... 4.11% 3.43% 3.64%
Net charge offs of credit card receivables:
Total for the quarter ended ........................................ $ 184 $ 158 $ 139
Annualized net charge offs as a percent of average
credit card receivables .......................................... 4.09% 3.62% 3.39%
The allowance for credit losses associated with credit card receivables
increased $117 million (19%) during the third quarter and $115 million (18%) for
the first nine months of 2007. Net charge off and provision activity was higher
during the third quarter and the first nine months of 2007 as compared to 2006
due to increased private label and MasterCard/Visa credit card receivable
balances and to higher delinquencies within these portfolios, which have
resulted in a higher collective allowance balance. Underwriting criteria is
continually being reviewed and will be modified as necessary based on the
current economic environment.
61
Residential Mortgage Loan Credit Quality
The increase in the allowance for credit losses related to residential mortgage
loans in the third quarter of 2007 was primarily related to Home Equity Lines of
Credit (HELOC). The remainder of HUSI's residential mortgage portfolio is
primarily comprised of prime mortgage loans, which are experiencing some
deterioration, but have remained relatively stable.
Additional disclosures regarding certain risk concentrations inherent within the
residential mortgage loan portfolio are provided beginning on page 66 of this
Form 10-Q.
Reserve for Off-Balance Sheet Exposures
HUSI maintains a separate reserve for credit risk associated with certain
off-balance sheet exposures including letters of credit, unused commitments to
extend credit and financial guarantees. This reserve, included in other
liabilities, was $93 million, $98 million and $98 million at September 30, 2007,
December 31, 2006 and September 30, 2006, respectively. Off-balance sheet
exposures are summarized on page 64 of this Form 10-Q.
Credit and Market Risks Associated with Derivative Contracts
Credit (or repayment) risk in derivative instruments is minimized by entering
into transactions with high quality counterparties, including other HSBC
entities. Counterparties include financial institutions, government agencies,
both foreign and domestic, corporations, funds (mutual funds, hedge funds,
etc.), insurance companies and private clients. These counterparties are subject
to regular credit review by the credit risk management department. Most
derivative contracts are governed by an International Swaps and Derivatives
Association Master Agreement. Depending on the type of counterparty and the
level of expected activity, bilateral collateral arrangements may also be
required.
The total risk in a derivative contract is a function of a number of variables,
such as:
o the existence of a master netting agreement among the counterparties;
o volatility of interest rates, currencies, equity or corporate reference
entity used as the basis for determining contract payments;
o maturity and liquidity of contracts;
o credit worthiness of the counterparties in the transaction; and
o existence and value of collateral received from counterparties to secure
exposures.
The following table presents credit risk exposure and net fair value associated
with derivative contracts. In the table, current credit risk exposure is the
recorded fair value of derivative receivables, which represents revaluation
gains from the marking to market of derivative contracts held for trading
purposes, for all counterparties with an International Swaps and Derivatives
Association Master Agreement in place.
Future credit risk exposure in the following table is measured using rules
contained in the risk-based capital guidelines published by U.S. banking
regulatory agencies. The risk exposure calculated in accordance with the
risk-based capital guidelines potentially overstates actual credit exposure,
because:
o the risk-based capital guidelines ignore collateral that may have been
received from counterparties to secure exposures; and
o the risk-based capital guidelines compute exposures over the life of
derivative contracts. However, many contracts contain provisions that
allow a bank to close out the transaction if the counterparty fails to
post required collateral. As a result, these contracts have potential
future exposures that are often much smaller than the future exposures
derived from the risk-based capital guidelines.
62
The net credit risk exposure amount in the following table does not reflect the
impact of bilateral netting (i.e., netting with a single counterparty when a
bilateral netting agreement is in place). However, the risk-based capital
guidelines recognize that bilateral netting agreements reduce credit risk and
therefore allow for reductions of risk-weighted assets when netting requirements
have been met. Therefore, risk-weighted amounts for regulatory capital purposes
are a fraction of the original gross exposures.
---------------------------------------------------------------------------------------------------------------
September 30, December 31,
2007 2006
---------------------------------------------------------------------------------------------------------------
(in millions)
Risk associated with derivative contracts:
Current credit risk exposure .................................... $ 13,209 $ 11,398
Future credit risk exposure ..................................... 74,728 72,447
----------- -----------
Total risk exposure ............................................. 87,937 83,845
Less: collateral held against exposure .......................... (5,368) (3,989)
----------- -----------
Net credit risk exposure ........................................ $ 82,569 $ 79,856
=========== ===========
HUSI's Asset and Liability Policy Committee is responsible for monitoring and
defining the scope and nature of various strategies utilized to manage interest
rate risk that are developed through its analysis of data from financial
simulation models and other internal and industry sources. The resulting hedge
strategies are then incorporated into HUSI's overall interest rate risk
management and trading strategies.
Market risk is the adverse effect that a change in interest rates, currency, or
implied volatility rates has on the value of a financial instrument. HUSI
manages the market risk associated with interest rate and foreign exchange
contracts by establishing and monitoring limits as to the types and degree of
risk that may be undertaken. HUSI also manages the market risk associated with
trading derivatives through hedging strategies that correlate the rates, price
and spread movements. HUSI measures this risk daily by using Value at Risk (VAR)
and other methodologies (refer to pages 68-70 of this Form 10-Q).
Notional values of derivative contracts are summarized in the following table.
---------------------------------------------------------------------------------------------------------------
September 30, December 31,
2007 2006
---------------------------------------------------------------------------------------------------------------
(in millions)
Interest rate:
Futures and forwards ...................................... $ 125,252 $ 94,204
Swaps ..................................................... 1,967,158 1,906,688
Options written ........................................... 225,977 510,023
Options purchased ......................................... 236,364 544,026
----------- -----------
2,554,751 3,054,941
----------- -----------
Foreign exchange:
Swaps, futures and forwards ............................... 500,568 394,621
Options written ........................................... 75,570 61,406
Options purchased ......................................... 76,451 63,795
Spot ...................................................... 58,571 32,654
----------- -----------
711,160 552,476
----------- -----------
Commodities, equities and precious metals:
Swaps, futures and forwards ............................... 48,879 43,620
Options written ........................................... 20,953 12,263
Options purchased ......................................... 20,241 16,115
----------- -----------
90,073 71,998
----------- -----------
Credit derivatives .............................................. 1,139,480 816,422
----------- -----------
Total ........................................................... $ 4,495,464 $ 4,495,837
=========== ===========
The total notional amounts in the table above relate primarily to HUSI's trading
activities. Notional amounts included in the table related to non-trading fair
value, cash flow and economic hedging activities were $21 billion and $27
billion at September 30, 2007 and December 31, 2006, respectively.
63
OFF-BALANCE SHEET ARRANGEMENTS
--------------------------------------------------------------------------------
The following table provides maturity information related to off-balance sheet
arrangements. Descriptions of these arrangements are found on pages 68-69 of
HUSI's 2006 Form 10-K.
-----------------------------------------------------------------------------------------------------------------------
Balance at September 30, 2007
-------------------------------------------------------
One Over One Over Balance at
Year Through Five December 31,
or Less Five Years Years Total 2006
-----------------------------------------------------------------------------------------------------------------------
(in millions)
Standby letters of credit, net of
participations (1) ....................... $ 5,798 $ 2,565 $ 115 $ 8,478 $ 7,259
Commercial letters of credit ............... 796 214 -- 1,010 795
Loan sales with recourse ................... -- 1 5 6 8
Credit derivative contracts (2) ............ 18,028 343,047 231,125 592,200 431,631
Commitments to extend credit:
Commercial ........................... 28,189 29,113 4,471 61,773 55,862
Consumer ............................. 9,805 -- -- 9,805 9,627
---------- ---------- ---------- ---------- ----------
Total ...................................... $ 62,616 $ 374,940 $ 235,716 $ 673,272 $ 505,182
========== ========== ========== ========== ==========
(1) Includes $596 million and $542 million issued for the benefit of HSBC
affiliates at September 30, 2007 and December 31, 2006, respectively.
(2) Includes $90,599 million and $71,908 million issued for the benefit of
HSBC affiliates at September 30, 2007 and December 31, 2006, respectively.
Letters of Credit
Fees are charged for issuing letters of credit commensurate with the customer's
credit evaluation and the nature of any collateral. Included in other
liabilities are deferred fees on standby letters of credit, representing the
fair value of the "stand ready obligation to perform" under these guarantees,
amounting to $23 million and $21 million at September 30, 2007 and December 31,
2006, respectively. Also included in other liabilities is an allowance for
credit losses on unfunded standby letters of credit of $24 million and $25
million at September 30, 2007 and December 31, 2006, respectively.
Credit Derivatives
HUSI enters into credit derivative contracts primarily to satisfy the needs of
its customers and, in certain cases, for its own benefit. Credit derivatives are
arrangements that provide for one party (the "protection buyer") to transfer the
credit risk of a "reference asset" to another party (the "protection seller").
Under this arrangement, the protection seller assumes the credit risk associated
with the reference asset without directly purchasing it. The protection buyer
agrees to pay a specified fee to the protection seller. In return, the
protection seller agrees to pay the protection buyer an agreed upon amount if
there is a default during the term of the contract.
In accordance with its policy, HUSI offsets most of the risk it assumes in
selling credit protection through a credit derivative contract with another
counterparty. Credit derivatives are recorded at fair value. The commitment
amount included in the table is the maximum amount that HUSI could be required
to pay, without consideration of the approximately equal amount receivable from
third parties and any associated collateral.
Commitments to Extend Credit - Commercial Lending Commitments
HUSI extends commercial lending commitments primarily in connection with its
participation in leveraged acquisition finance syndicates. Substantially all of
HUSI's leveraged acquisition finance commitments resulted in the origination of
loans during the third quarter of 2007. At September 30, 2007, HUSI's exposure
to unfunded leveraged acquisition finance commitments was $268 million.
64
Securitizations and Secured Financings
On December 29, 2004, HUSI acquired a domestic private label loan portfolio from
HSBC Finance Corporation, without recourse, which included securitized private
label credit card receivables, and retained interest assets related to these
securitizations. These credit card securitization transactions were structured
to receive sale treatment under Statement of Financial Accounting Standards No.
140, Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities, a replacement of FASB Statement No. 125 (SFAS
140).
In the third quarter of 2006, the last remaining securitization trust agreement
related to the private label portfolio acquired from HSBC Finance Corporation in
2004 was amended. As a result, the securitization trust no longer qualifies for
sale treatment in accordance with U.S. GAAP, and the transaction is now recorded
as a secured financing transaction. At the agreement amendment date, all
outstanding investments, credit card receivables and liabilities related to the
trust were recorded on HUSI's consolidated balance sheet.
Under IFRS, HUSI's securitizations are treated as secured financings. In order
to align its accounting treatment with that of HSBC, all of HUSI's
collateralized funding transactions have been structured as secured financings
under U.S. GAAP since the third quarter of 2004. In a secured financing, a
designated pool of receivables is conveyed to a wholly owned limited purpose
subsidiary, which in turn transfers the receivables to a trust that sells
interests to investors. Repayment of the debt issued by the trust is secured by
the receivables transferred. The transactions are structured as secured
financings under SFAS 140. Therefore, the receivables and the underlying debt of
the trust remain on HUSI's balance sheet. HUSI does not recognize a gain in a
secured financing transaction. Because the receivables and debt remain on the
balance sheet, revenues and expenses are reported consistent with the owned
balance sheet portfolio. There have been no new secured financing transactions
in the first nine months of 2007.
HUSI's secured financings and securitized receivables are summarized in the
following table.
-----------------------------------------------------------------------------------------------------------------------
September 30, December 31,
2007 2006
-----------------------------------------------------------------------------------------------------------------------
(in millions)
Secured financings included in long-term debt ............................................ $ 1,550 $ 2,134
========= =========
Private label credit card receivables collateralizing secured financings at period end ... $ 1,885 $ 2,439
========= =========
RISK MANAGEMENT
--------------------------------------------------------------------------------
Overview
Some degree of risk is inherent in virtually all of HUSI's activities. For the
principal activities undertaken by HUSI, the most important types of risks are
considered to be credit, interest rate, market, liquidity, operational,
fiduciary and reputational. Market risk broadly refers to price risk inherent in
mark to market positions taken on trading and non-trading instruments.
Operational risk technically includes legal and compliance risk. However, since
compliance risk, including anti-money laundering (AML) risk, has such broad
scope within HUSI's businesses, it is addressed as a separate functional
discipline. During the first nine months of 2007, there have been no significant
changes in policies or approach for managing various types of risk, although the
company continues to monitor current market conditions and will adjust risk
management policies and procedures if deemed necessary.
65
Liquidity Management
HUSI's approach to address liquidity risk is summarized on pages 75-76 of HUSI's
2006 Form 10-K. There have been no material changes in HUSI's approach toward
liquidity risk management during 2007.
HUSI's ability to regularly attract wholesale funds at a competitive cost is
enhanced by strong ratings from the major credit rating agencies. At September
30, 2007, HUSI and HBUS maintained the following debt ratings.
------------------------------------------------------------------------------
At September 30, 2007 Moody's S&P Fitch
------------------------------------------------------------------------------
HUSI:
Short-term borrowings .................... P-1 A-1+ F1+
Long-term debt ........................... Aa3 AA- AA
HBUS:
Short-term borrowings .................... P-1 A-1+ F1+
Long-term debt ........................... Aa2 AA AA
HUSI periodically issues capital instruments to fund balance sheet growth, to
meet cash and capital needs, or to fund investments in subsidiaries. In December
2005, the United States Securities and Exchange Commission (SEC) amended its
rules regarding registration, communications and offerings under the Securities
Act of 1933. The amended rules facilitate access to capital markets by
well-established public companies, provide more flexibility regarding
restrictions on corporate communications during a securities offering and
further integrate disclosures under the Securities Act of 1933 and the
Securities Exchange Act of 1934. The amended rules provide the most flexibility
to "well-known seasoned issuers", including the option of automatic
effectiveness upon filing of shelf registration statements and relief under the
liberalized communications rules. HUSI currently satisfies the eligibility
requirements for designation as a "well-known seasoned issuer", and has an
effective shelf registration statement with the SEC under which it may issue
debt securities, preferred stock, either separately or represented by depositary
shares, warrants, purchase contracts and units.
Concentrations of Risk Inherent in Loan Portfolios
Certain risk concentrations are inherent within the prime residential mortgage
loan portfolio, as well as the subprime residential mortgage whole loans held
for sale portfolio, including concentrations that result in credit risk. A
concentration of risk is defined as a significant exposure with an individual or
group engaged in similar activities or affected similarly by economic
conditions. As is true for all loan portfolios, HUSI utilizes high underwriting
standards and prices loans in a manner that is appropriate to compensate for the
higher risk associated with these concentrations.
HUSI holds certain residential mortgage loans that have high loan-to-value (LTV)
ratios and no mortgage insurance, which could result in potential inability to
recover the entire investment in loans involving foreclosed or damaged
properties. At September 30, 2007 and December 31, 2006, high LTV loans were
mainly loans on primary residences with LTV ratios equal to or exceeding 90%.
HUSI also holds interest-only residential mortgage loans that allow borrowers to
pay only the accruing interest for a period of time, which results in lower
payments during the initial loan period. Depending on a customer's financial
situation, the subsequent increase in the required payment attributable to loan
principal could affect a customer's ability to repay the loan at some future
date when the interest rate resets and/or principal payments are required.
Outstanding balances of high LTV and interest-only residential mortgage loans
are summarized in the following table.
-----------------------------------------------------------------------------------------------------------------
September 30, December 31,
2007 2006
-----------------------------------------------------------------------------------------------------------------
(in millions)
Residential mortgage loans with high LTV and no mortgage insurance ......... $ 2,067 $ 2,717
Interest-only residential mortgage loans ................................... 6,514 7,537
---------- ----------
Total ...................................................................... $ 8,581 $ 10,254
========== ==========
66
Concentrations of first and second liens within the residential mortgage loan
portfolio are summarized in the following table. Amounts in the table exclude
loans held for sale.
--------------------------------------------------------------------------------
September 30, December 31,
2007 2006
--------------------------------------------------------------------------------
(in millions)
Closed end:
First lien ................................. $ 29,327 $ 31,876
Second lien ................................ 731 474
Revolving:
Second lien ................................ 3,019 3,231
--------- ---------
Total ............................................ $ 33,077 $ 35,581
========= =========
HUSI also offers adjustable rate residential mortgage loans which allow it to
adjust pricing on the loan in line with market movements. As interest rates have
risen over the last three years, many adjustable rate loans are expected to
require a significantly higher monthly payment following their first adjustment.
A customer's financial situation at the time of the interest rate reset could
affect their ability to repay the loan after the adjustment, or may cause the
customer to prepay or refinance the loan. At September 30, 2007, HUSI had
approximately $18.6 billion in adjustable rate residential mortgage loans. For
the remainder of 2007, approximately $.4 billion of adjustable rate residential
mortgage loans will experience their first interest rate reset. In 2008,
approximately $3.1 billion of adjustable rate residential mortgage loans will
experience their first interest rate reset.
Interest Rate Risk Management
Various techniques are utilized to quantify and monitor risks associated with
the repricing characteristics of HUSI's assets, liabilities, and derivative
contracts. The approach toward managing interest rate risk is summarized on
pages 77-79 of HUSI's 2006 Form 10-K. During the first nine months of 2007,
there were no significant changes in policies or approach for managing interest
rate risk.
Present Value of a Basis Point (PVBP) Analysis
PVBP is the change in value of the balance sheet for a one basis point upward
movement in all interest rates. HUSI's PVBP position is summarized in the
following table.
------------------------------------------------------------------------------------------------------------
September 30, 2007 Values
------------------------------------------------------------------------------------------------------------
(in millions)
Institutional PVBP movement limit ............................................................ $ 6.5
PVBP position at period end .................................................................. 1.1
Economic Value of Equity
Economic value of equity is the change in value of the assets and liabilities
(excluding capital and goodwill) for either a 200 basis point gradual rate
increase or decrease. HUSI's economic value of equity position is summarized in
the following table.
------------------------------------------------------------------------------------------------------------
September 30, 2007 Values (%)
------------------------------------------------------------------------------------------------------------
Institutional economic value of equity limit ................................................. +/- 20
Projected change in value (reflects projected rate movements on October 1, 2007):
Change resulting from a gradual 200 basis point increase in interest rates ............. (5)
Change resulting from a gradual 200 basis point decrease in interest rates ............. (7)
The loss in value for a 200 basis point increase or decrease in rates is a
result of the negative convexity of the residential whole loan and mortgage
backed securities portfolios. If rates decrease, the projected prepayments
related to these portfolios will accelerate, causing less appreciation than a
comparable term, non-convex instrument. If rates increase, projected prepayments
will slow, which will cause the average lives of these positions to extend and
result in a greater loss in market value.
67
Dynamic Simulation Modeling
Various modeling techniques are utilized to monitor a number of interest rate
scenarios for their impact on net interest income. These techniques include both
rate shock scenarios which assume immediate market rate movements by as much as
200 basis points, as well as scenarios in which rates rise or fall by as much as
200 basis points over a twelve month period. The following table reflects the
impact on net interest income of the scenarios utilized by these modeling
techniques.
-----------------------------------------------------------------------------------------------------------------------
September 30, 2007 Values
-------------------------
Amount %
-----------------------------------------------------------------------------------------------------------------------
($ in millions)
Projected change in net interest income for scenarios subject to a formal institutional movement limit
(reflects projected rate movements on October 1, 2007):
Institutional base earnings movement limit ........................................... (10)
Change resulting from a gradual 200 basis point increase in the yield curve .......... $ (164) (5)
Change resulting from a gradual 200 basis point decrease in the yield curve .......... 132 4
Change resulting from a gradual 100 basis point increase in the yield curve .......... (80) (2)
Change resulting from a gradual 100 basis point decrease in the yield curve .......... 68 2
Other significant scenarios monitored for internal purposes, not subject to a formal
institutional movement limit (reflects projected rate movements on October 1, 2007):
Change resulting from an immediate 100 basis point increase in the yield curve ....... (128) (4)
Change resulting from an immediate 100 basis point decrease in the yield curve ....... 104 3
Change resulting from an immediate 200 basis point increase in the yield curve ....... (268) (7)
Change resulting from an immediate 200 basis point decrease in the yield curve ....... 102 3
The projections do not take into consideration possible complicating factors
such as the effect of changes in interest rates on the credit quality, size and
composition of the balance sheet. Therefore, although this provides a reasonable
estimate of interest rate sensitivity, actual results will vary from these
estimates, possibly by significant amounts.
Capital Risk/Sensitivity of Other Comprehensive Income
Large movements of interest rates could directly affect some reported capital
and capital ratios. The mark to market valuation of available for sale
securities is adjusted on a tax effective basis through other comprehensive
income in the consolidated statement of changes in shareholders' equity.
Although this valuation mark is excluded from Tier 1 and Tier 2 capital ratios,
it is included in two important accounting based capital ratios: the tangible
common equity to tangible assets and the tangible common equity to risk weighted
assets. As of September 30, 2007, HUSI had an available for sale securities
portfolio of approximately $22 billion with a net negative mark to market of
$443 million included in tangible common equity of $8 billion. An increase of 25
basis points in interest rates of all maturities would lower the mark to market
by approximately $120 million to a net loss of $563 million with the following
results on the tangible capital ratios.
-------------------------------------------------------------------------------------------------------------------
Proforma - Reflecting
25 Basis Points
September 30, 2007 Actual Increase in Rates
-------------------------------------------------------------------------------------------------------------------
Tangible common equity to tangible assets .................................. 4.33% 4.30%
Tangible common equity to risk weighted assets ............................. 6.01 5.95
Market Risk Management
Value at Risk (VAR)
VAR analysis is used to estimate the potential losses that could occur on risk
positions as a result of movements in market rates and prices over a specified
time horizon and to a given level of confidence. VAR calculations are performed
for all material trading activities and as a tool for managing interest rate
risk inherent in non-trading activities. HUSI calculates VAR daily for a one-day
holding period to a 99% confidence level. At a 99% confidence level for a
two-year observation period, HUSI is setting as its limit the fifth worst loss
performance in the last 500 business days.
68
VAR - Trading Activities
HUSI's management of market risk is based on restricting individual operations
to trading within a list of permissible instruments, and enforcing rigorous
approval procedures for new products. In particular, trading in the more complex
derivative products is restricted to offices with appropriate levels of product
expertise and robust control systems.
In addition, at both portfolio and position levels, market risk in trading
portfolios is monitored and controlled using a complementary set of techniques,
including VAR and various techniques for monitoring interest rate risk
(beginning on page 67 of this Form 10-Q). These techniques quantify the impact
on capital of defined market movements.
Trading portfolios reside primarily within the Markets unit of the CIBM business
segment, which include warehoused residential mortgage loans purchased for
securitizations and within the mortgage banking subsidiary included within the
PFS business segment. Portfolios include foreign exchange, derivatives, precious
metals (gold, silver, platinum), equities, money market instruments and
securities. Trading occurs as a result of customer facilitation, proprietary
position taking, and economic hedging. In this context, economic hedging may
include, for example, forward contracts to sell residential mortgages and
derivative contracts which, while economically viable, may not satisfy the hedge
requirements of Statement of Financial Accounting Standards No. 133, Accounting
for Derivative Instruments and Hedging Activities (SFAS 133).
The trading portfolios have defined limits pertaining to items such as
permissible investments, risk exposures, loss review, balance sheet size and
product concentrations. "Loss review" refers to the maximum amount of loss that
may be incurred before senior management intervention is required.
Trading VAR for 2007 is summarized in the following table.
-----------------------------------------------------------------------------------------------------------------------
Nine months ended September 30, 2007
September 30, ------------------------------------ December 31,
2007 Minimum Maximum Average 2006
-----------------------------------------------------------------------------------------------------------------------
(in millions)
Total trading .................................. $ 31 $ 9 $ 41 $ 17 $ 9
Precious metals ................................ 1 --(1) 4 1 2
Equities ....................................... --(1) --(1) 4 --(1) --
(1)
Foreign exchange ............................... 1 --(1) 3 1 2
Interest rate directional and credit spread .... 26 5 38 15 13
(1) Less than $500 thousand.
The frequency distribution of daily market risk-related revenues for trading
activities during 2007 is summarized in the following table. Market risk-related
trading revenues include realized and unrealized gains (losses) related to
trading activities, but exclude the related net interest income. Analysis of the
gain (loss) data for the three months ended September 30, 2007 shows that the
largest daily gain was $20 million and the largest daily loss was $65 million.
Analysis of the gain (loss) data for the nine months ended September 30, 2007
shows that the largest daily gain was $25 million and the largest daily loss was
$65 million.
-----------------------------------------------------------------------------------------------------------------------
Ranges of daily Treasury trading revenue earned Below $(10) to $(5) to $0 to Over
from market risk-related activities (in millions) $(10) $(5) $0 $5 $5
-----------------------------------------------------------------------------------------------------------------------
Three months ended September 30, 2007:
Number of trading days market risk-related revenue was
within the stated range ................................... 11 13 15 12 12
Nine months ended September 30, 2007:
Number of trading days market risk-related revenue was
within the stated range ................................... 13 25 53 62 35
69
VAR - Non-trading Activities
The principal objective of market risk management of non-trading portfolios is
to optimize net interest income. Market risk in non-trading portfolios arises
principally from mismatches between the future yield on assets and their funding
cost, as a result of interest rate changes. Analysis of this risk is complicated
by having to make assumptions on optionality in certain product areas, for
example, mortgage prepayments, and from behavioral assumptions regarding the
economic duration of liabilities which are contractually repayable on demand.
The prospective change in future net interest income from non-trading portfolios
will be reflected in the current realizable value of these positions, should
they be sold or closed prior to maturity. In order to manage this risk
optimally, market risk in non-trading portfolios is transferred to global
markets or to separate books managed under the supervision of ALCO. Once market
risk has been consolidated in global markets or ALCO-managed books, the net
exposure is typically managed through the use of interest rate swaps within
agreed-upon limits.
Non-trading VAR for 2007, assuming a 99% confidence level for a two-year
observation period and a one-day "holding period", is summarized in the
following table.
--------------------------------------------------------------------------------------------------------------------
Nine months ended September 30, 2007
September 30, -------------------------------------- December 31,
2007 Minimum Maximum Average 2006
--------------------------------------------------------------------------------------------------------------------
(in millions)
Interest rate ........................ $ 39 $ 18 $ 55 $ 30 $ 24
Trading Activities - HSBC Mortgage Corporation (USA)
HSBC Mortgage Corporation (USA) is HUSI's mortgage banking subsidiary. Trading
occurs in mortgage banking operations as a result of an economic hedging program
intended to offset changes in value of mortgage servicing rights and the salable
loan pipeline. Economic hedging may include, for example, forward contracts to
sell residential mortgages and derivative contracts used to protect the value of
MSRs.
MSRs are assets that represent the present value of net servicing income
(servicing fees, ancillary income, escrow and deposit float, net of servicing
costs). MSRs are recognized upon the sale of the underlying loans or at the time
that servicing rights are purchased. MSRs are subject to interest rate risk, in
that their value will fluctuate as a result of a changing interest rate
environment.
Interest rate risk is mitigated through an active hedging program that uses
trading securities and derivative instruments to offset changes in value of
MSRs. Since the hedging program involves trading activity, risk is quantified
and managed using a number of risk assessment techniques.
Rate Shock Analysis
Modeling techniques are used to monitor certain interest rate scenarios for
their impact on the economic value of net hedged MSRs, as reflected in the
following table.
-------------------------------------------------------------------------------------------------------------------
September 30, 2007 Values
-------------------------------------------------------------------------------------------------------------------
(in millions)
Projected change in net market value of hedged MSRs portfolio (reflects
projected rate movements on October 1, 2007):
Value of hedged MSRs portfolio ............................................................... $ 537
Change resulting from an immediate 50 basis point decrease in the yield curve:
Change limit (no worse than) .............................................................. (16)
Calculated change in net market value ..................................................... 2
Change resulting from an immediate 50 basis point increase in the yield curve:
Change limit (no worse than) .............................................................. (8)
Calculated change in net market value ..................................................... 1
Change resulting from an immediate 100 basis point increase in the yield curve:
Change limit (no worse than) .............................................................. (12)
Calculated change in net market value ..................................................... 3
70
Economic Value of MSRs
The economic value of the net, hedged MSRs portfolio is monitored on a daily
basis for interest rate sensitivity. If the economic value declines by more than
established limits for one day or one month, various levels of management
review, intervention and/or corrective actions are required.
Hedge Volatility
The frequency distribution of the weekly economic value of MSR assets during
2007 is summarized in the following table. This includes the change in the
market value of the MSR asset net of changes in the market value of the
underlying hedging positions used to hedge the asset. The changes in economic
value are adjusted for changes in MSR valuation assumptions that were made
during the course of the quarter, if applicable.
--------------------------------------------------------------------------------------------------------------------
Ranges of mortgage economic value from market risk- Below $(2) to $0 to $2 to Over
related activities (in millions) $(2) $0 $2 $4 $4
--------------------------------------------------------------------------------------------------------------------
Three months ended September 30, 2007:
Number of trading weeks market risk-related revenue
was within the stated range ........................... 3 5 5 -- --
Nine months ended September 30, 2007:
Number of trading weeks market risk-related revenue
was within the stated range ........................... 7 11 15 4 2
71
HSBC USA Inc.
Consolidated Average Balances and Interest Rates
--------------------------------------------------------------------------------
The following table shows the quarter to date average balances of the principal
components of assets, liabilities and shareholders' equity together with their
respective interest amounts and rates earned or paid, presented on a taxable
equivalent basis.
Three months ended September 30,
------------------------------------------------------------------
2007 2006
------------------------------ -------------------------------
Balance Interest Rate* Balance Interest Rate*
------------------------------ ------------------------ ------
Assets (in millions)
Interest bearing deposits with banks ............ $ 6,508 $ 98 6.01% $ 3,865 $ 57 5.84%
Federal funds sold and securities
purchased under resale agreements .......... 10,772 143 5.26 11,292 152 5.36
Trading assets .................................. 11,712 167 5.66 11,439 107 3.70
Securities ...................................... 24,151 324 5.32 22,515 295 5.19
Loans
Commercial .................................. 31,606 518 6.50 28,838 472 6.49
Consumer:
Residential mortgages .................. 36,848 497 5.35 40,717 542 5.28
Credit cards ........................... 17,828 508 11.31 16,231 361 8.82
Other consumer ......................... 2,438 63 10.18 2,953 69 9.33
--------- --------- ------ --------- --------- ------
Total consumer ............................ 57,114 1,068 7.42 59,901 972 6.44
--------- --------- ------ --------- --------- ------
Total loans ............................... 88,720 1,586 7.09 88,739 1,444 6.46
--------- --------- ------ --------- --------- ------
Other ........................................... 3,938 60 5.98 1,916 27 5.57
--------- --------- ------ --------- --------- ------
Total earning assets ............................ 145,801 $ 2,378 6.47% 139,766 $ 2,082 5.91%
--------- ========= ------ --------- ========= ------
Allowance for credit losses ..................... (994) (937)
Cash and due from banks ......................... 3,065 4,100
Other assets .................................... 24,992 22,157
--------- ---------
Total assets .................................... $ 172,864 $ 165,086
========= =========
Liabilities and Shareholders' Equity
Deposits in domestic offices
Savings deposits .............................. $ 44,284 $ 361 3.23% $ 37,187 $ 288 3.08%
Other time deposits ........................... 20,895 303 5.75 22,694 289 5.05
Deposits in foreign offices
Foreign banks deposits ........................ 9,723 107 4.35 7,280 87 4.74
Other time and savings ........................ 16,578 222 5.32 13,697 164 4.74
--------- --------- ------ --------- --------- ------
Total interest bearing deposits ................. 91,480 993 4.31 80,858 828 4.06
--------- --------- ------ --------- --------- ------
Short-term borrowings ........................... 9,698 90 3.66 10,645 91 3.39
Long-term debt .................................. 28,920 365 5.01 30,332 380 4.97
--------- --------- ------ --------- --------- ------
Total interest bearing liabilities .............. 130,098 1,448 4.41 121,835 1,299 4.23
--------- --------- ------ --------- --------- ------
Net interest income / Interest rate spread ...... $ 930 2.06% $ 783 1.68%
========= ------ ========= ------
Noninterest bearing deposits .................... 13,940 13,155
Other liabilities ............................... 16,736 17,922
Total shareholders' equity ...................... 12,090 12,174
--------- ---------
Total liabilities and shareholders' equity ...... $ 172,864 $ 165,086
========= =========
Net interest margin on average earning assets ... 2.53% 2.22%
------ ------
Net interest margin on average total assets ..... 2.14% 1.88%
====== ======
* Rates are calculated on unrounded numbers.
Total weighted average rate earned on earning assets is interest and fee
earnings divided by daily average amounts of total interest earning assets,
including the daily average amount on nonperforming loans. Loan interest for the
three months ended September 30, 2007 and 2006 included fees of $9 million and
$12 million, respectively.
72
HSBC USA Inc.
Consolidated Average Balances and Interest Rates
--------------------------------------------------------------------------------
The following table shows the year to date average balances of the principal
components of assets, liabilities and shareholders' equity together with their
respective interest amounts and rates earned or paid, presented on a taxable
equivalent basis.
Nine months ended September 30,
-----------------------------------------------------------------------
2007 2006
------------------------------ ------------------------------------
Balance Interest Rate* Balance Interest Rate*
------------------------------ ------------------------------------
Assets (in millions)
Interest bearing deposits with banks ..... $ 5,412 $ 236 5.83% $ 4,234 $ 183 5.79%
Federal funds sold and securities
purchased under resale agreements ... 11,896 483 5.42 9,249 345 4.98
Trading assets ........................... 11,689 476 5.44 10,844 317 3.91
Securities ............................... 22,866 900 5.26 21,922 845 5.15
Loans
Commercial ........................... 29,947 1,458 6.51 27,777 1,288 6.20
Consumer:
Residential mortgages ........... 38,270 1,554 5.43 42,350 1,671 5.27
Credit cards .................... 17,690 1,305 9.86 15,539 952 8.19
Other consumer .................. 2,525 188 9.99 3,021 201 8.92
--------- --------- ----- --------- --------- ------
Total consumer ..................... 58,485 3,047 6.97 60,910 2,824 6.20
--------- --------- ----- --------- --------- ------
Total loans ........................ 88,432 4,505 6.81 88,687 4,112 6.20
--------- --------- ----- --------- --------- ------
Other .................................... 3,088 135 5.84 1,478 64 5.80
--------- --------- ----- --------- --------- ------
Total earning assets ..................... 143,383 6,735 6.28% 136,414 $ 5,866 5.75%
--------- ========= ----- --------- ========= ------
Allowance for credit losses .............. (950) (931)
Cash and due from banks .................. 3,015 4,019
Other assets ............................. 22,708 22,433
--------- ---------
Total assets ............................. $ 168,156 $ 161,935
========= =========
Liabilities and Shareholders' Equity
Deposits in domestic offices
Savings deposits ....................... $ 42,729 $ 1,038 3.25% $ 33,873 $ 680 2.69%
Other time deposits .................... 22,157 915 5.52 24,521 851 4.64
Deposits in foreign offices
Foreign banks deposits ................. 9,079 328 4.82 7,105 259 4.87
Other time and savings ................. 15,315 560 4.89 14,760 456 4.13
--------- --------- ----- --------- --------- ------
Total interest bearing deposits .......... 89,280 2,841 4.25 80,259 2,246 3.74
--------- --------- ----- --------- --------- ------
Short-term borrowings .................... 9,121 266 3.90 10,505 237 3.01
Long-term debt ........................... 28,971 1,087 5.02 29,394 1,077 4.90
--------- --------- ----- --------- --------- ------
Total interest bearing liabilities ....... 127,372 4,194 4.40 120,158 3,560 3.96
--------- --------- ----- --------- --------- ------
Net interest income / Interest rate spread 2,541 1.88% $ 2,306 1.79%
========= ===== ========= ======
Noninterest bearing deposits ............. 13,687 12,627
Other liabilities ........................ 14,924 17,176
Total shareholders' equity ............... 12,173 11,974
--------- ---------
Total liabilities and shareholders' equity $ 168,156 $ 161,935
========= =========
Net interest margin on average earning assets 2.37 2.26%
----- ------
Net interest margin on average total assets 2.02 1.90%
===== ======
* Rates are calculated on unrounded numbers.
Total weighted average rate earned on earning assets is interest and fee
earnings divided by daily average amounts of total interest earning assets,
including the daily average amount on nonperforming loans. Loan interest for the
nine months ended September 30, 2007 and 2006 included fees of $32 million and
$41 million, respectively.
73
Item 3. Quantitative and Qualitative Disclosures About Market Risk
--------------------------------------------------------------------------------
Refer to Item 2, Management's Discussion and Analysis of Financial Condition and
Results of Operations, under the captions "Interest Rate Risk Management" and
"Trading Activities", beginning on page 65 of this Form 10-Q.
Item 4. Controls and Procedures
--------------------------------------------------------------------------------
HUSI maintains a system of internal and disclosure controls and procedures
designed to ensure that information required to be disclosed in reports filed or
submitted under the Securities Exchange Act of 1934, as amended, (the Exchange
Act), is recorded, processed, summarized and reported on a timely basis. HUSI's
Board of Directors, operating through its Audit Committee, which is composed
entirely of independent outside directors, provides oversight to the financial
reporting process.
An evaluation was conducted, with the participation of the Chief Executive
Officer and Chief Financial Officer, of the effectiveness of HUSI's disclosure
controls and procedures as of the end of the period covered by this report.
Based upon that evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that HUSI's disclosure controls and procedures were effective
as of the end of the period covered by this report so as to alert them in a
timely fashion to material information required to be disclosed in reports filed
under the Exchange Act.
There have been no changes in HUSI's internal controls or in other factors that
could significantly affect internal and disclosure controls subsequent to the
date that the evaluation was carried out, although the company continues to
monitor current market conditions and will adjust policies and procedures if
deemed necessary.
HUSI continues the process to complete a thorough review of its internal
controls as part of its preparation for compliance with the requirements of
Section 404 of the Sarbanes-Oxley Act of 2002 (Section 404). Section 404
requires management to report on, and external auditors to attest to, the
effectiveness of HUSI's internal control structure and procedures for financial
reporting. As a non-accelerated filer under Rule 12b-2 of the Exchange Act,
HUSI's first report under Section 404 will be contained in its Form 10-K for the
period ended December 31, 2007.
74
Part II - OTHER INFORMATION
--------------------------------------------------------------------------------
Item 1A. Risk Factors
--------------------------------------------------------------------------------
Risk factors were set forth in HUSI's Form 10-K for the period ended December
31, 2006. There have been no material changes from the risk factors disclosed in
that Form 10-K.
Item 6. Exhibits
--------------------------------------------------------------------------------
12 Computation of Ratio of Earnings to Fixed Charges and Earnings to
Combined Fixed Charges and Preferred Stock Dividends.
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.0 Certification of Chief Executive Officer and Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
75
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 USA Inc.
-------------
(Registrant)
Date: November 14, 2007 /s/ Joseph R. Simpson
-----------------------------------------
Joseph R. Simpson
Executive Vice President and Controller
(On behalf of Registrant)
76
Exhibit 12
HSBC USA Inc.
Computation of Ratio of Earnings to Fixed Charges and
Earnings to Combined Fixed Charges and Preferred Stock Dividends
(in millions, except ratios)
-----------------------------------------------------------------------------------------------------------------------
Nine months ended September 30 2007 2006
-----------------------------------------------------------------------------------------------------------------------
Ratios excluding interest on deposits:
Net income ......................................................................... $ 585 $ 838
Income tax expense ................................................................. 237 429
Less: Undistributed equity earnings ................................................ 5 19
Fixed charges:
Interest on:
Borrowed funds ............................................................... 266 237
Long-term debt ............................................................... 1,087 1,077
One third of rents, net of income from subleases ................................ 21 18
--------- ---------
Total fixed charges, excluding interest on deposits ................................ 1,374 1,332
Earnings before taxes and fixed charges, net of undistributed equity earnings ...... $ 2,191 $ 2,580
========= =========
Ratio of earnings to fixed charges ................................................. 1.59 1.94
========= =========
Total preferred stock dividend factor (1) .......................................... $ 105 $ 95
--------- ---------
Fixed charges, including the preferred stock dividend factor ....................... $ 1,479 $ 1,427
========= =========
Ratio of earnings to combined fixed charges and preferred stock dividends .......... 1.48 1.81
========= =========
Ratios including interest on deposits:
Total fixed charges, excluding interest on deposits ................................ $ 1,374 $ 1,332
Add: Interest on deposits .......................................................... 2,841 2,246
--------- ---------
Total fixed charges, including interest on deposits ................................ $ 4,215 $ 3,578
========= =========
Earnings before taxes and fixed charges, net of undistributed equity earnings ...... $ 2,191 $ 2,580
Add: Interest on deposits .......................................................... 2,841 2,246
--------- ---------
Total .............................................................................. $ 5,032 $ 4,826
========= =========
Ratio of earnings to fixed charges ................................................. 1.19 1.35
========= =========
Fixed charges, including the preferred stock dividend factor ....................... $ 1,479 $ 1,427
Add: Interest on deposits .......................................................... 2,841 2,246
--------- ---------
Fixed charges, including the preferred stock dividend factor and interest on deposits $ 4,320 $ 3,673
========= =========
Ratio of earnings to combined fixed charges and preferred stock dividends .......... 1.16 1.31
========= =========
(1) Preferred stock dividends grossed up to their pretax equivalents.
77
Exhibit 31.1
Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
--------------------------------------------------------------------------------
I, Paul J. Lawrence, certify that:
1. I have reviewed this report on Form 10-Q for the quarterly period ended
September 30, 2007 of HSBC USA Inc.;
2. Based on my knowledge, this 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
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this 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 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 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 report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this 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 report any change in the registrant's internal
controls 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 controls 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 control 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 controls over financial reporting.
Date: November 14, 2007 /s/ Paul J. Lawrence
-----------------------------------------
Paul J. Lawrence
President and Chief Executive Officer
78
Exhibit 31.2
Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
--------------------------------------------------------------------------------
I, Gerard Mattia, certify that:
1. I have reviewed this report on Form 10-Q for the quarterly period ended
September 30, 2007 of HSBC USA Inc.;
2. Based on my knowledge, this 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
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this 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 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 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 report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this 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 report any change in the registrant's internal
controls 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 controls 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 control 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 controls over financial reporting.
Date: November 14 , 2007 /s/ Gerard Mattia
-------------------------------------
Gerard Mattia
Senior Executive Vice President and
Chief Financial Officer
79
Exhibit 32.0
Certification of Chief Executive Officer and Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
--------------------------------------------------------------------------------
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and
(b) of section 1350, chapter 63 of title 18, United States Code), each of the
undersigned officers of HSBC USA Inc., a Maryland corporation (HUSI), does
hereby certify, to such officer's knowledge, that:
The Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 (the
Form 10-Q) of HUSI fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934 and information contained in the
Form 10-Q fairly presents, in all material respects, the financial condition and
results of operations of HUSI.
Date: November 14, 2007 /s/ Paul J. Lawrence
---------------------------------------
Paul J. Lawrence
President and Chief Executive Officer
Date: November 14, 2007 /s/ Gerard Mattia
---------------------------------------
Gerard Mattia
Senior Executive Vice President and
Chief Financial Officer
The foregoing certification is being furnished solely pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter
63 of title 18, United States Code) and is not being filed as part of the Form
10-Q or as a separate disclosure document.
A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement
required by Section 906, has been provided to HSBC USA Inc. and will be retained
by HSBC USA Inc. and furnished to the United States Securities and Exchange
Commission or its staff upon request.
80
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