Attached files
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 10-K
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(Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2009 | |
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or | |
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o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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For the transition period from ______ to _______ | |
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Commission File No. of the Issuing Entity: 333-138404
HSBC PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST (USA) I
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HSBC FUNDING (USA) INC. V
Commission File No. of the Depositor: 333-138404-01 HSBC BANK USA, NATIONAL ASSOCIATION
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Delaware |
Not Applicable
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20-1968954
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c/o HSBC Finance Corporation Attn: Victoria Stach 26525 North Riverwoods Boulevard, Mettawa, Illinois 60045
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Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to section 12(g) of the Act: None | |
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o ...... Accelerated filer o ...... Non-accelerated filer x ...... Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Registrant has no voting or non-voting common equity outstanding held by non-affiliates as of the date of this Report.
DOCUMENTS INCORPORATED BY REFERENCE | |
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PART I
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The following items have been omitted in accordance with General Instruction J to Form 10-K:
Item 1. Business.
Item 1A. Risk Factors.
Item 2. Properties.
Item 3. Legal Proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
Item 1B. Unresolved Staff Comments.
None.
Substitute information is provided in accordance with General Instruction J to Form 10-K:
Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information).
None.
Item 1114(b)(2) of Regulation AB. Information Regarding Significant Enhancement Providers.
None.
Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information).
None.
Item 1117 of Regulation AB. Legal Proceedings.
None.
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The Servicer has prepared this Form 10-K on behalf of the Registrant in reliance upon various no-action letters issued by the Securities and Exchange Commission (the "Commission") to other trusts substantially similar to the Issuer. Items designated herein as "Not Applicable" have been omitted as a result of this reliance.
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PART II
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The following items have been omitted in accordance with General Instruction J to Form 10-K:
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Item 6. Selected Financial Data.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Item 8. Financial Statements and Supplementary Data.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
Item 9A. Controls and Procedures.
Item 9A(T). Controls and Procedures.
Item 9B. Other Information.
None.
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PART III
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The following items have been omitted in accordance with General Instruction J to Form 10-K:
Item 10. Directors and Executive Officers of the Registrant.
Item 11. Executive Compensation.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Item 14. Principal Accountant Fees and Services.
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Substitute information is provided in accordance with General Instruction J to Form 10-K:
Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.
Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.
Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.
Reports on assessment of compliance required by Item 1122 of Regulation AB are filed as exhibits to this Form 10-K.
Item 1123 of Regulation AB. Servicer Compliance Statement.
Compliance statements required by Item 1123 of Regulation AB are filed as exhibits to this Form 10-K. |
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PART IV
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Item 15. Exhibits, Financial Statement Schedules.
(a)(1) Not Applicable. (a)(2) Not Applicable. (a)(3) Not Applicable.
(b) Exhibits
The exhibits listed below are either included or incorporated by reference as indicated: | |
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Exhibit No. |
Description
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Exhibit 4 |
Series 2007-1 Indenture Supplement, dated as of February 14, 2007, between Wilmington Trust Company, not in its individual capacity but solely as owner trustee of HSBC Private Label Credit Card Master Note Trust (USA) I, and U.S. Bank National Association, as indenture trustee and securities intermediary (incorporated by reference to Exhibit 4 to the Issuing Entity's Current Report on Form 8-K dated February 14, 2007, and filed with the Securities and Exchange Commission on February 14, 2007 (No. 333-138404)).
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Exhibit 10.1 |
Amended and Restated Master Indenture dated as of August 11, 2006 (amending and restating in full the Master Indenture dated as of June 12, 2001) between Wilmington Trust company, not in its individual capacity but solely as owner trustee of HSBC Private Label Credit Card Master Note Trust (USA) I and U.S. Bank National Association, as indenture trustee and securities intermediary (incorporated by reference from Exhibit 10.1 to the Issuing Entity's Current Report on Form 8-K dated August 17, 2006 and filed with the Securities and Exchange Commission on August 17, 2006 (Nos. 333-58400-01)).
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Exhibit 10.2 |
Amended and Restated Transfer and Servicing Agreement dated as of August 11, 2006 (amending and restating in full the Transfer and Servicing Agreement dated as of June 12, 2001) between HSBC Funding (USA) Inc. V, as transferor, HSBC Finance Corporation, as servicer and Wilmington Trust Company, not in its individual capacity but solely as owner trustee of HSBC Private Label Credit Card Master Note Trust (USA) I(incorporated by reference from Exhibit 10.2 to the Issuing Entity's Current Report on Form 8-K dated August 17, 2006 and filed with the Securities and Exchange Commission on August 17, 2006 (Nos. 333-58400-01)).
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Exhibit 10.3 |
Amended and Restated Receivables Purchase Agreement, dated as of August 11, 2006, (amending and restating in full the Receivables Purchase Agreement dated as of June 12, 2001) between HSBC Funding (USA) Inc. V and HSBC Private Label Acquisition Corporation (USA) (incorporated by reference from Exhibit 10.3 to the Issuing Entity's Current Report on Form 8-K dated August 17, 2006 (Nos. 333-58400-01)).
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Exhibit 10.4 |
Amended and Restated Trust Agreement, dated as of August 11, 2006, (amending and restating in full the Trust Agreement dated as of June 12, 2001) between HSBC Funding (USA) Inc. V, as transferor and Wilmington Trust Company, as owner trustee (incorporated by reference from Exhibit 10.4 to the Issuing Entity's Current Report on Form 8-K dated August 17, 2006 (Nos. 333-58400-01)).
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Exhibit 10.5 |
Second Amended and Restated Receivables Purchase Agreement dated as of October 25, 2006 (amending and restating in full the Amended and Restated Receivables Purchase Agreement dated as of June 12, 2001) between HSBC Bank Nevada, National Association and HSBC Private Label Acquisition Corporation (USA) (incorporated by reference to Exhibit 10.2 to the Issuing Entity's Amendment No. 1 to Form S-3 dated December 7, 2006, and filed with the Securities and Exchange Commission on December 7, 2006 (No. 333-138404)).
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Exhibit 23.1 |
Consent of KPMG LLP to HSBC Finance Corporation, HSBC Card Services Inc., HSBC Technology & Services (USA) Inc., HSBC Electronic Data Processing (India) Private Limited and HSBC Electronic Data Processing (Philippines) Inc. dated March 24, 2010.
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Exhibit 31 |
Certification Pursuant to Rule 13a-14(d)/15(d)-14(d) of the Securities Act of 1934.
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Exhibit 33.1
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Report on Assessment of Compliance With Applicable Servicing Criteria Pursuant to Item 1122 of Regulation AB Under the Securities Act of 1934 of HSBC Finance Corporation, HSBC Card Services Inc., HSBC Technology & Services (USA) Inc., HSBC Electronic Data Processing (India) Private Limited and HSBC Electronic Data Processing (Philippines) Inc.
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Exhibit 34.1
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Attestation Report of KPMG LLP on Assessment of Compliance with Servicing Criteria for Asset Backed Securities with respect to HSBC Finance Corporation, HSBC Card Services Inc., HSBC Technology & Services (USA) Inc. HSBC Electronic Data Processing (India) Private Limited and HSBC Electronic Data Processing (Philippines) Inc.
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Exhibit 35.1
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Servicer Compliance Certificate Pursuant to Item 1123 of Regulation AB Under the Securities Act of 1934 of HSBC Finance Corporation.
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Exhibit 35.2
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Servicer Compliance Certificate Pursuant to Item 1123 of Regulation AB Under the Securities Act of 1934 of HSBC Card Services Inc.
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Exhibit 35.3
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Servicer Compliance Certificate Pursuant to Item 1123 of Regulation AB Under the Securities Act of 1934 of HSBC Technology & Services (USA) Inc.
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Exhibit 35.4
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Servicer Compliance Certificate Pursuant to Item 1123 of Regulation AB Under the Securities Act of 1934 of HSBC Electronic Data Processing (India) Private Limited.
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Exhibit 35.5
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Servicer Compliance Certificate Pursuant to Item 1123 of Regulation AB Under the Securities Act of 1934 of HSBC Electronic Data Processing (Philippines) Inc.
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(c) Not Applicable. | |
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SIGNATURES | |
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, HSBC Finance Corporation, the servicer has duly caused this report to be signed on behalf of the HSBC Private Label Credit Card Master Note Trust (USA) I by the undersigned, thereunto duly authorized. | |
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HSBC FINANCE CORPORATION, |
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By: /s/ Dennis J. Mickey |
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Dated: March 24, 2010 |
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Exhibit Index
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Exhibit No. |
Description
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Exhibit 4 |
Series 2007-1 Indenture Supplement, dated as of February 14, 2007, between Wilmington Trust Company, not in its individual capacity but solely as owner trustee of HSBC Private Label Credit Card Master Note Trust (USA) I, and U.S. Bank National Association, as indenture trustee and securities intermediary (incorporated by reference to Exhibit 4 to the Issuing Entity's Current Report on Form 8-K dated February 14, 2007, and filed with the Securities and Exchange Commission on February 14, 2007 (No. 333-138404)).
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Exhibit 10.1 |
Amended and Restated Master Indenture dated as of August 11, 2006 (amending and restating in full the Master Indenture dated as of June 12, 2001) between Wilmington Trust company, not in its individual capacity but solely as owner trustee of HSBC Private Label Credit Card Master Note Trust (USA) I and U.S. Bank National Association, as indenture trustee and securities intermediary (incorporated by reference from Exhibit 10.1 to the Issuing Entity's Current Report on Form 8-K dated August 17, 2006 and filed with the Securities and Exchange Commission on August 17, 2006 (Nos. 333-58400-01)).
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Exhibit 10.2 |
Amended and Restated Transfer and Servicing Agreement dated as of August 11, 2006 (amending and restating in full the Transfer and Servicing Agreement dated as of June 12, 2001) between HSBC Funding (USA) Inc. V, as transferor, HSBC Finance Corporation, as servicer and Wilmington Trust Company, not in its individual capacity but solely as owner trustee of HSBC Private Label Credit Card Master Note Trust (USA) I(incorporated by reference from Exhibit 10.2 to the Issuing Entity's Current Report on Form 8-K dated August 17, 2006 and filed with the Securities and Exchange Commission on August 17, 2006 (Nos. 333-58400-01)).
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Exhibit 10.3 |
Amended and Restated Receivables Purchase Agreement, dated as of August 11, 2006, (amending and restating in full the Receivables Purchase Agreement dated as of June 12, 2001) between HSBC Funding (USA) Inc. V and HSBC Private Label Acquisition Corporation (USA) (incorporated by reference from Exhibit 10.3 to the Issuing Entity's Current Report on Form 8-K dated August 17, 2006 (Nos. 333-58400-01)).
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Exhibit 10.4 |
Amended and Restated Trust Agreement, dated as of August 11, 2006, (amending and restating in full the Trust Agreement dated as of June 12, 2001) between HSBC Funding (USA) Inc. V, as transferor and Wilmington Trust Company, as owner trustee (incorporated by reference from Exhibit 10.4 to the Issuing Entity's Current Report on Form 8-K dated August 17, 2006 (Nos. 333-58400-01)).
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Exhibit 10.5 |
Second Amended and Restated Receivables Purchase Agreement dated as of October 25, 2006 (amending and restating in full the Amended and Restated Receivables Purchase Agreement dated as of June 12, 2001) between HSBC Bank Nevada, National Association and HSBC Private Label Acquisition Corporation (USA) (incorporated by reference to Exhibit 10.2 to the Issuing Entity's Amendment No. 1 to Form S-3 dated December 7, 2006, and filed with the Securities and Exchange Commission on December 7, 2006 (No. 333-138404)).
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Exhibit 23.1 |
Consent of KPMG LLP to HSBC Finance Corporation, HSBC Card Services Inc., HSBC Technology & Services (USA) Inc., HSBC Electronic Data Processing (India) Private Limited and HSBC Electronic Data Processing (Philippines) Inc. dated March 24, 2010.
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Exhibit 31 |
Certification Pursuant to Rule 13a-14(d)/15(d)-14(d) of the Securities Act of 1934.
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Exhibit 33.1
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Report on Assessment of Compliance With Applicable Servicing Criteria Pursuant to Item 1122 of Regulation AB Under the Securities Act of 1934 of HSBC Finance Corporation, HSBC Card Services Inc., HSBC Technology & Services (USA) Inc., HSBC Electronic Data Processing (India) Private Limited and HSBC Electronic Data Processing (Philippines) Inc.
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Exhibit 34.1
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Attestation Report of KPMG LLP on Assessment of Compliance with Servicing Criteria for Asset Backed Securities with respect to HSBC Finance Corporation, HSBC Card Services Inc., HSBC Technology & Services (USA) Inc. HSBC Electronic Data Processing (India) Private Limited and HSBC Electronic Data Processing (Philippines) Inc.
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Exhibit 35.1
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Servicer Compliance Certificate Pursuant to Item 1123 of Regulation AB Under the Securities Act of 1934 of HSBC Finance Corporation.
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Exhibit 35.2
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Servicer Compliance Certificate Pursuant to Item 1123 of Regulation AB Under the Securities Act of 1934 of HSBC Card Services Inc.
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Exhibit 35.3
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Servicer Compliance Certificate Pursuant to Item 1123 of Regulation AB Under the Securities Act of 1934 of HSBC Technology & Services (USA) Inc.
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Exhibit 35.4
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Servicer Compliance Certificate Pursuant to Item 1123 of Regulation AB Under the Securities Act of 1934 of HSBC Electronic Data Processing (India) Private Limited.
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Exhibit 35.5
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Servicer Compliance Certificate Pursuant to Item 1123 of Regulation AB Under the Securities Act of 1934 of HSBC Electronic Data Processing (Philippines) Inc.
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