Item 1. Business.
Not Applicable.
Item 1A.
Item 1A. Risk Factors.
Not Applicable.
Item 1B.
Item 1B. Unresolved Staff Comments.
None.
Item 2.
Item 2. Properties.
Not Applicable.
Item 3.
Item 3. Legal Proceedings.
The Servicer is not aware of any material pending legal proceedings involving either the Registrant, the Owner Trustee, the Indenture Trustee, the Transferor or the Servicer with respect to the Notes or the Registrant's property.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
No vote or consent of the holders of the Notes (the "Noteholders") was solicited for any purpose during the year ended December 31, 2007.
PART II
Applicable to Series 2007-1 Regulation AB Compliant
The following items have been omitted in accordance with General Instruction J to Form 10-K:
Item 5.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
To the best knowledge of the Servicer, there is no established public trading market for the Notes. Each class of the Issuer's Notes that is publicly offered in the United States is represented by one or more notes registered in the name of Cede & Co. ("Cede"), the nominee of The Depository Trust Company ("DTC").
Item 6.
Item 6. Selected Financial Data.
Not Applicable.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Not Applicable.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not Applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data.
Not Applicable.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A.
Item 9A. Controls and Procedures.
Not Applicable.
Item 9A(T). Controls and Procedures.
Not Applicable.
Item 9B.
Item 9B. Other Information.
Not Applicable.
PART III
Applicable to Series 2007-1 Regulation AB Compliant
The following items have been omitted in accordance with General Instruction J to Form 10-K:
Item 10.
Item 10. Directors, Executive Officers and Corporate Governace.
Not Applicable.
Item 11.
Item 11. Executive Compensation.
Not Applicable.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Each class of the Issuer's Notes that is publicly offered in the United States is represented by one or more notes registered in the name of Cede, the nominee of DTC, and an investor holding an interest in such classes of notes is not entitled to receive a note representing such interest except in limited circumstances set forth in the indenture. Accordingly, Cede is the sole holder of record of such notes, which it holds on behalf of brokers, dealers, banks and other direct participants in the DTC system. Such direct participants may hold notes for their own accounts or for the accounts of their customers. The name and address of Cede is Cede & Co., c/o The Depository Trust Company, 55 Water Street, New York, New York 10041. The Servicer is not aware of any Schedules 13D or 13G filed with the Securities and Exchange Commission in respect of the Notes.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Not Applicable.
Item 14.
Item 14. Principal Accounting Fees and Services.
Not Applicable.
PART IV
Applicable to Series 2002-1 and Series 2002-2 Non Regulation AB Compliant
Applicable to Series 2007-1 Regulation AB Compliant
Item 15.
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:
Exhibit No.
Description
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)).
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)).
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)).
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)).
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)).
Exhibit 10.5
Amendment No. 1 to the Series 2002-1 Indenture Supplement dated as of August 11, 2006, 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, not in its individual capacity but solely as indenture trustee, paying agent and securities intermediary (incorporated by reference from Exhibit 10.5 to the Issuing Entity's Current Report on Form 8-K dated August 17, 2006 (Nos. 333-58400-01)).
Exhibit 10.6
Amendment No. 1 to the Series 2002-2 Indenture Supplement dated as of August 11, 2006, 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, not in its individual capacity but solely as indenture trustee, paying agent and securities intermediary (incorporated by reference from Exhibit 10.6 to the Issuing Entity's Current Report on Form 8-K dated August 17, 2006 (Nos. 333-58400-01)).
Exhibit 10.7
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)).
Exhibit 23.1
Consent of KPMG LLP to HSBC Finance Corporation dated March 24, 2008.
Exhibit 23.2
Consent of KPMG LLP to HSBC Private Label Corporation dated March 24, 2008.
Exhibit 23.3
Consent of KPMG LLP to HSBC Technology Services (USA) Inc. dated March 24, 2008.
Exhibit 23.4
Consent of KPMG LLP to HSBC Electronic Data Processing (India) Private Limited dated March 24, 2008.
Exhibit 23.5
Consent of KPMG LLP to HSBC Electronic Data Processing (Philippines) Inc. dated March 24, 2008.
Exhibit 31.1
Certification Pursuant to Rule 13a-14(d)/15(d)-14(d) of the Securities Act of 1934.
Exhibit 31.2
Certification Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
Exhibit 33.1
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.
Exhibit 33.2
Report on Assessment of Compliance With Applicable Servicing Criteria Pursuant to Item 1122 of Regulation AB Under the Securities Act of 1934 of HSBC Private Label Corporation.
Exhibit 33.3
Report on Compliance With Applicable Servicing Criteria Pursuant to Item 1122 of Regulation AB Under the Securities Act of 1934 of HSBC Technology & Services (USA) Inc.
Exhibit 33.4
Report on Compliance With Applicable Servicing Criteria Pursuant to Item 1122 of Regulation AB Under the Securities Act of 1934 of HSBC Electronic Data Processing (India) Private Limited.
Exhibit 33.5
Report on Compliance With Applicable Servicing Criteria Pursuant to Item 1122 of Regulation AB Under the Securities Act of 1934 of HSBC Electronic Data Processing (Philippines) Inc.
Exhibit 34.1
Attestation Report on Assessment of Compliance with Servicing Criteria for Asset Backed Securities of KPMG LLP with respect to HSBC Finance Corporation.
Exhibit 34.2
Attestation Report on Assessment of Compliance with Servicing Criteria for Asset Backed Securities of KPMG LLP with respect to HSBC Private Label Corporation.
Exhibit 34.3
Attestation Report on Assessment of Compliance with Servicing Criteria for Asset Backed Securities of KPMG LLP with respect to HSBC Technology & Services (USA) Inc.
Exhibit 34.4
Attestation Report on Assessment of Compliance with Servicing Criteria for Asset Backed Securities of KPMG LLP with respect to HSBC Electronic Data Processing (India) Private Limited.
Exhibit 34.5
Attestation Report on Assessment of Compliance with Servicing Criteria for Asset Backed Securities of KPMG LLP with respect to HSBC Electronic Data Processing (Philippines) Inc.
Exhibit 35.1
Servicer Compliance Certificate Pursuant to Item 1123 of Regulation AB Under the Securities Act of 1934 of HSBC Finance Corporation.
Exhibit 35.2
Servicer Compliance Certificate Pursuant to Item 1123 of Regulation AB Under the Securities Act of 1934 of HSBC Private Label Corporation.
Exhibit 35.3
Servicer Compliance Certificate Pursuant to Item 1123 of Regulation AB Under the Securities Act of 1934 of HSBC Technology & Services (USA) Inc.
Exhibit 35.4
Servicer Compliance Certificate Pursuant to Item 1123 of Regulation AB Under the Securities Act of 1934 of HSBC Electronic Data Processing (India) Private Limited.
SIGNATURES
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.
HSBC FINANCE CORPORATION,
as servicer of and on behalf of the
HSBC PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST (USA) I
(Issuing Entity)
By: /s/ Dennis J. Mickey
Dennis J. Mickey
Senior Vice President, Chief Operating Officer - Treasury
Dated: March 25, 2008
Exhibit 10.7
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)).
Exhibit 23.1
Consent of KPMG LLP to HSBC Finance Corporation dated March 24, 2008.
Exhibit 23.2
Consent of KPMG LLP to HSBC Private Label Corporation dated March 24, 2008.
Exhibit 23.3
Consent of KPMG LLP to HSBC Technology Services (USA) Inc. dated March 24, 2008.
Exhibit 23.4
Consent of KPMG LLP to HSBC Electronic Data Processing (India) Private Limited dated March 24, 2008.
Exhibit 23.5
Consent of KPMG LLP to HSBC Electronic Data Processing (Philippines) Inc. dated March 24, 2008.
Exhibit 31.1
Certification Pursuant to Rule 13a-14(d)/15(d)-14(d) of the Securities Act of 1934.
Exhibit 31.2
Certification Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
Exhibit 33.1
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.
Exhibit 33.2
Report on Assessment of Compliance With Applicable Servicing Criteria Pursuant to Item 1122 of Regulation AB Under the Securities Act of 1934 of HSBC Private Label Corporation.
Exhibit 33.3
Report on Compliance With Applicable Servicing Criteria Pursuant to Item 1122 of Regulation AB Under the Securities Act of 1934 of HSBC Technology & Services (USA) Inc.
Exhibit 33.4
Report on Compliance With Applicable Servicing Criteria Pursuant to Item 1122 of Regulation AB Under the Securities Act of 1934 of HSBC Electronic Data Processing (India) Private Limited.
Exhibit 33.5
Report on Compliance With Applicable Servicing Criteria Pursuant to Item 1122 of Regulation AB Under the Securities Act of 1934 of HSBC Electronic Data Processing (Philippines) Inc.
Exhibit 34.1
Attestation Report on Assessment of Compliance with Servicing Criteria for Asset Backed Securities of KPMG LLP with respect to HSBC Finance Corporation.
Exhibit 34.2
Attestation Report on Assessment of Compliance with Servicing Criteria for Asset Backed Securities of KPMG LLP with respect to HSBC Private Label Corporation.
Exhibit 34.3
Attestation Report on Assessment of Compliance with Servicing Criteria for Asset Backed Securities of KPMG LLP with respect to HSBC Technology & Services (USA) Inc.
Exhibit 34.4
Attestation Report on Assessment of Compliance with Servicing Criteria for Asset Backed Securities of KPMG LLP with respect to HSBC Electronic Data Processing (India) Private Limited.
Exhibit 34.5
Attestation Report on Assessment of Compliance with Servicing Criteria for Asset Backed Securities of KPMG LLP with respect to HSBC Electronic Data Processing (Philippines) Inc.
Exhibit 35.1
Servicer Compliance Certificate Pursuant to Item 1123 of Regulation AB Under the Securities Act of 1934 of HSBC Finance Corporation.
Exhibit 35.2
Servicer Compliance Certificate Pursuant to Item 1123 of Regulation AB Under the Securities Act of 1934 of HSBC Private Label Corporation.
Exhibit 35.3
Servicer Compliance Certificate Pursuant to Item 1123 of Regulation AB Under the Securities Act of 1934 of HSBC Technology & Services (USA) Inc.
Exhibit 35.4
Servicer Compliance Certificate Pursuant to Item 1123 of Regulation AB Under the Securities Act of 1934 of HSBC Electronic Data Processing (India) Private Limited.
Exhibit 35.5
Servicer Compliance Certificate Pursuant to Item 1123 of Regulation AB Under the Securities Act of 1934 of HSBC Electronic Data Processing (Philippines) Inc.
Exhibit 99.1
HSBC Private Label Credit Card Master Note Trust (USA) I, Series 2002-1 Asset Backed Notes and HSBC Private Label Credit Card Master Note Trust (USA) I, Series 2002-2 Asset Backed Notes Annual Servicer's Certificate dated March 3, 2008.
Exhibit 99.2
HSBC Private Label Credit Card Master Note Trust (USA) I, Series 2002-1 Asset Backed Notes and HSBC Private Label Credit Card Master Note Trust (USA) I, Series 2002-2 Asset Backed Notes Independent Registered Public Accountants' Report dated March 3, 2008.