28th Feb 2005 11:32
HSBC Holdings PLC28 February 2005 Part 6 ARTICLE IV. OFFICERS. SECTION 1. Officers. The Policy Making Officers of the Corporation shall beappointed by the Board of Directors at the next meeting of the Board followingthe Annual Meeting of Stockholders. The Board of Directors shall also appointGeneral Officers to manage the day-to-day business functions of the Corporation. 3Policy Making Officers shall have the authority to appoint other AssistantOfficers to assist in the ministerial aspects of their area of responsibilities. The Policy Making Officers of the Corporation shall be the Chairman of theBoard, the Chief Executive Officer, the Chief Operating Officer (if any), theChief Financial Officer (if any), the President (if any), any Vice Chairman (ifany), any Senior Executive Vice President, any Executive Vice President, anySenior Vice President or Group Executive, the General Counsel (if any) and theChief Accounting Officer (if any). The General Officers of the Corporation shallbe any Vice President, any Managing Director, the Controller (if any), theTreasurer and the Secretary. Any person holding the title of Chairman or ChiefExecutive Officer shall be a director of the Corporation. The Board may from time to time designate, employ, or appoint such otherofficers and assistant officers, agents, employees, counsel, and attorneys atlaw or in fact as it shall deem desirable for such periods and on such terms asit may deem advisable, and such persons shall have such titles, only such powerand authority, and perform such duties as the Board may determine. SECTION 2. Duties of Chairman of the Board. The Chairman shall sign and issue,jointly with the President (if any), all reports to the stockholders and shallpreside at all meetings of stockholders and of the Board. He shall, in general,perform duties incident to the office of Chairman as may be prescribed by theBoard. SECTION 3. Duties of Chief Executive Officer. At the next meeting of the Boardfollowing the Annual Meeting of Stockholders, or other meeting at which PolicyMaking Officers are or may be elected, the Board shall designate the Chairman orthe President (if any) as the Chief Executive Officer of the Corporation. TheChief Executive Officer shall have general authority over all matters relatingto the business and affairs of the Corporation subject to the control anddirection of the Board. In the absence or inability of the Chief ExecutiveOfficer to act, the Chair of the Executive Committee of the Board shall performthe duties of the Chief Executive Officer. SECTION 4. Duties of President. The President, if one is appointed by theBoard, shall, in general, perform all duties incident to the office of Presidentand shall perform such other duties as may be prescribed by the Board. In theabsence or inability of the Chairman, or the Chair of the Executive Committee inaccordance with Section 3 above, to act, the President shall perform the dutiesof the Chairman and Chief Executive Officer for such time period as required. SECTION 5. Duties of a Vice Chairman. A Vice Chairman, if one is appointed bythe Board, shall, in general, perform all duties incident to the office of aVice Chairman and shall perform such other duties as may be prescribed by theBoard. In the absence or inability of the President or the Chair of theExecutive Committee to act as the Chief Executive Officer in accordance withSections 3 and 4 above, the most senior Vice Chairman, as designated by theChairman, shall perform the duties of the Chief Executive Officer and Chairmanfor such time period as required. SECTION 6. Duties of Senior Executive Vice Presidents, Executive VicePresidents, Group Executives and Senior Vice Presidents. Each Senior ExecutiveVice President, Executive Vice President, Group Executive and Senior VicePresident shall have such powers and perform such duties as may be prescribed bythe Chief Executive Officer of the Corporation or the Board. The order ofseniority, if any, among the Senior Executive Vice Presidents, Executive VicePresidents, Group Executives and Senior Vice Presidents shall be as designatedfrom time to time by the Chief Executive Officer of the Corporation. In theabsence or inability of any Vice Chairman to act as the Chief Executive Officeras may be required in accordance with Section 5 above, the senior of the SeniorExecutive Vice Presidents, Executive Vice Presidents, Group Executives andSenior Vice Presidents, if one has been so designated, shall perform the dutiesof the Chief Executive Officer and Chairman for such time period as required. SECTION 7. Duties of Secretary. The Secretary shall record the proceedings ofmeetings of the stockholders and directors, give notices of meetings, and shall,in general, perform all duties incident to the office of Secretary and suchother duties as may be prescribed by the Board. 4SECTION 8. Duties of Treasurer. The Treasurer shall have custody of all funds,securities, evidences of indebtedness, and other similar property of theCorporation, and shall, in general, perform all duties incident to the office ofTreasurer and such other duties as may be prescribed by the Board. ARTICLE V. STOCK AND STOCK CERTIFICATES. SECTION 1. Transfers. Shares of stock shall be transferable on the books ofthe Corporation only by the person named in the certificate or by an attorney,lawfully constituted in writing, and upon surrender of the certificate therefor.Every person becoming a stockholder by such transfer shall, in proportion to hisshares, succeed to all rights of the prior holder of such shares. SECTION 2. Stock Certificates. The certificates of stock of the Corporationshall be numbered and shall be entered in the books of the Corporation as theyare issued. They shall exhibit the holder's name and number of shares and shallbe signed by the President or Vice President and the Secretary or Treasurer.Every certificate shall have noted thereon any information required to be setforth by the applicable law. If the Corporation has a transfer agent or anassistant transfer agent or a transfer clerk acting on its behalf and aregistrar, the signature of any such officer may be a facsimile. In case anyofficer or officers who shall have signed, or whose facsimile signature orsignatures shall have been used on any such certificate or certificates shallcease to be such officer or officers of the Corporation, whether because ofdeath, resignation or otherwise, before such certificate or certificates shallhave been delivered by the Corporation, such certificate or certificates maynevertheless be adopted by the Corporation and be issued and delivered as thoughthe person or persons who signed such certificate or certificates or whosefacsimile signatures shall have been used thereon had not ceased to be suchofficer or officers of the Corporation. SECTION 3. Fixing Record Date. (A) In order that the Corporation may determine the stockholders entitled tonotice of or to vote at any meeting of stockholders or any adjournment thereof,or to express consent to corporate action in writing without a meeting, orentitled to receive payment of any dividend or other distribution or allotmentof any rights, or entitled to exercise any rights in respect of any change,conversion or exchange of stock or for the purpose of any other lawful action,the Board may fix, in advance, a record date, which shall not be more than sixtynor less than ten days before the date of such meeting, nor more than sixty daysprior to any other action. (B) If no record date is fixed: (1) The record date for determining stockholders entitled to notice of orto vote at a meeting of stockholders shall be at the close of business on theday next preceding the day on which notice is given, or, if notice is waived, atthe close of business on the day next preceding the day on which the meeting isheld. (2) The record date for determining stockholders for any other purposeshall be at the close of business on the day on which the Board adopts theresolution relating thereto. SECTION 4. Registered Shareholders. The Corporation shall be entitled to treatthe holder of record of any share or shares of stock as the holder in factthereof and, accordingly, shall not be bound to recognize any equitable or otherclaim to or interest in such share on the part of any other person, whether ornot it shall have express or other notice thereof, save as expressly provided bythe law. SECTION 5. Lost Certificates. Any person claiming a certificate of stock to belost or destroyed shall make an affidavit or affirmation of that fact andadvertise the same in such manner as the Board may require, and the Board may,in its discretion, require the owner of the lost or destroyed certificate, orhis legal representative, to give the Corporation a bond, sufficient toindemnify the Corporation against any claim that may be made against it onaccount of the alleged loss of any such certificate. A new certificate of thesame tenor and for the same number of shares as the one alleged to be lost ordestroyed may be issued without requiring any bond when, in the judgment of theBoard, it is proper so to do. 5 ARTICLE VI. EMERGENCY BYLAWS. SECTION 1. When Operative. Notwithstanding any different provision in thepreceding Articles of the bylaws or in the Certificate of Incorporation, theemergency bylaws provided in this Article VI shall be operative during anyemergency resulting from an attack on the United States or on a locality inwhich the Corporation conducts its business or customarily holds meetings of itsBoard or its stockholders, or during any nuclear or atomic disaster, or duringthe existence of any catastrophe, or other similar emergency condition, as aresult of which a quorum of the Board or a standing committee thereof cannotreadily be convened for action. SECTION 2. Board Meetings. During any such emergency, a meeting of the Boardmay be called by any director or, if necessary, by any officer who is not adirector. The meeting shall be held at such time and place, within or withoutCook County, Illinois, specified by the person calling the meeting and in thenotice of the meeting which shall be given to such of the directors as it may befeasible to reach at the time and by such means as may be feasible at the time,including publication or radio. Such advance notice shall be given as, in thejudgment of the person calling the meeting, circumstances permit. Two directorsshall constitute a quorum for the transaction of business. To the extentrequired to constitute a quorum at the meeting, the officers present shall bedeemed, in order of rank and within the same rank in order of seniority,directors for the meeting. SECTION 3. Amendments to Emergency Bylaws. These emergency bylaws may beamended, either before or during any emergency, to make any further or differentprovision that may be practical and necessary for the circumstances of theemergency. ARTICLE VII. CONSENTS TO CORPORATE ACTION. SECTION 1. Action by Written Consent. Unless otherwise provided in theCertificate of Incorporation, any action which is required to be or may be takenat any annual or special meeting of stockholders of the Corporation, subject tothe provisions of Sections (2) and (3) of this Article VII, may be taken withouta meeting, without prior notice and without a vote if a consent in writing,setting forth the action so taken, shall have been signed by the holders ofoutstanding stock having not less than the minimum number of votes that would benecessary to authorize or to take such action at a meeting at which all sharesentitled to vote thereon were present and voted; provided, however, that promptnotice of the taking of the corporate action without a meeting and by less thanunanimous written consent shall be given to those stockholders who have notconsented in writing. SECTION 2. Determination of Record Date for Action by Written Consent. Therecord date for determining stockholders entitled to express consent tocorporate action in writing without a meeting shall be fixed by the Board ofDirectors of the Corporation. Any stockholder seeking to have the stockholdersauthorize or take corporate action by written consent without a meeting shall,by written notice to the Secretary, request the Board of Directors to fix arecord date. Upon receipt of such a request, the Secretary shall, as promptly aspracticable, call a special meeting of the Board of Directors to be held aspromptly as practicable. At such meeting, the Board of Directors shall fix arecord date as provided in Section 213(b) (or its successor provision) of theDelaware General Corporation Law; that record date, however, shall not be morethan 10 days after the date upon which the resolution fixing the record date isadopted by the Board nor more than 15 days from the date of the receipt of thestockholder's request. Should the Board fail to fix a record date as providedfor in this Section 2, then the record date shall be the day on which the firstwritten consent is duly delivered pursuant to Section 213(b) (or its successorprovision) of the Delaware General Corporation Law, or, if prior action isrequired by the Board with respect to such matter, the record date shall be atthe close of business on the day on which the Board adopts the resolution takingsuch action. 6SECTION 3. Procedures for Written Consent. In the event of the delivery to theCorporation of a written consent or consents purporting to represent therequisite voting power to authorize or take corporate action and/or relatedrevocations, the Secretary of the Corporation shall provide for the safekeepingof such consents and revocations. ARTICLE VIII. MISCELLANEOUS PROVISIONS. SECTION 1. Waiver of Notice. Whenever notice is required to be given, awritten waiver thereof signed by the person entitled to notice, whether beforeor after the time stated therein, shall be deemed equivalent to notice.Attendance of a person at a meeting shall constitute a waiver of notice of suchmeeting, except when the person attends a meeting for the express purpose ofobjecting, at the beginning of the meeting, to the transaction of any businessbecause the meeting is not lawfully called or convened. SECTION 2. Corporate Seal. The corporate seal shall have inscribed thereon thename of the Corporation, the year of its organization and the words "CorporateSeal, Delaware". The seal may be used by causing it or a facsimile thereof to beimpressed or affixed or in any manner reproduced. SECTION 3. Fiscal Year. The Fiscal Year of the Corporation shall be thecalendar year. SECTION 4. Records. The Bylaws and the proceedings of all meetings of thestockholders and the Board shall be recorded in appropriate minute booksprovided for the purpose. The minutes of each meeting shall be signed by theSecretary or other officer appointed to act as Secretary of the meeting. SECTION 5. Amendments. The Bylaws may be added to, amended, altered orrepealed at any regular meeting of the Board, by a vote of a majority of thetotal number of the directors, or at any meeting of stockholders, duly calledand held, by a majority of the stock represented at such meeting. 7 EXHIBIT 12 HSBC FINANCE CORPORATION COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS MARCH 29 JANUARY 1 YEAR ENDED THROUGH THROUGH YEAR ENDED DECEMBER 31, DECEMBER 31, DECEMBER 31, MARCH 28, ----------------------------------------- 2004 2003 2003 2002 2001 2000------------------------------------------------------------------------------------------------------------------------ (SUCCESSOR) (SUCCESSOR) (PREDECESSOR) (PREDECESSOR) (PREDECESSOR) (PREDECESSOR) (RESTATED) (IN MILLIONS)Net income..................... $1,940 $1,357 $ 246 $1,558 $1,848 $1,631Income taxes................... 1,000 690 182 695 970 868 ------ ------ ------ ------ ------ ------Income before income taxes..... 2,940 2,047 428 2,253 2,818 2,499 ------ ------ ------ ------ ------ ------Fixed charges: Interest expense(l).......... 3,143 2,031 898 3,879 4,197 3,944 Interest portion of rentals(2)................. 54 40 18 68 64 53 ------ ------ ------ ------ ------ ------Total fixed charges............ 3,197 2,071 916 3,947 4,261 3,997 ------ ------ ------ ------ ------ ------Total earnings as defined...... $6,137 $4,118 $1,344 $6,200 $7,079 $6,496Ratio of earnings to fixed charges...................... 1.92(4) 1.99(5) 1.47 1.57(6) 1.66 1.63 ====== ====== ====== ====== ====== ======Preferred stock dividends(3)... 108 86 32 91 24 14 ====== ====== ====== ====== ====== ======Ratio of earnings to combined fixed charges and preferred stock dividends.............. 1.86(4) 1.91(5) 1.42 1.54(6) 1.65 1.62 ====== ====== ====== ====== ====== ====== --------------- (1) For financial statement purposes, these amounts are reduced for income earned on temporary investment of excess funds, generally resulting from over-subscriptions of commercial paper issuances. (2) Represents one-third of rentals, which approximates the portion representing interest. (3) Preferred stock dividends are grossed up to their pretax equivalents. (4) The 2004 ratios have been negatively impacted by $121 million (after-tax) from the adoption of FFIEC charge-off policies for our domestic private label and MasterCard and Visa portfolios in December 2004 and positively impacted by the $423 million (after-tax) gain on the bulk sale of our domestic private label receivables to HSBC Bank USA in December 2004. Excluding these items, our ratio of earnings to fixed charges would have been 1.83 percent and our ratio of earnings to combined fixed charges and preferred stock dividends would have been 1.77 percent. These non-GAAP financial ratios are provided for comparison of our operating trends only. (5) The 2003 ratios have been negatively impacted by the $167 million (after-tax) of HSBC acquisition related costs and other merger related items incurred by HSBC Finance Corporation. Excluding these charges, our ratio of earnings to fixed charges would have been 1.89 percent and our ratio of earnings to combined fixed charges and preferred stock dividends would have been 1.82 percent. These non-GAAP financial ratios are provided for comparison of our operating trends only. (6) The 2002 ratios have been negatively impacted by the $333 million (after-tax) settlement charge and related expenses and the $240 million (after-tax) loss on the disposition of Thrift assets and deposits. Excluding these charges, our ratio of earnings to fixed charges would have been 1.80 percent and our ratio of earnings to combined fixed charges and preferred stock dividends would have been 1.76 percent. These non-GAAP financial ratios are provided for comparison of our operating trends only. EXHIBIT 14 HSBC FINANCE CORPORATION CERTIFICATION TO CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS PURPOSES-------------------------------------------------------------------------------- HSBC Finance Corporation ("HSBC Finance" and, together with its subsidiaries,the "Company") expects all of its employees to maintain the highest standards ofethical behavior and professional conduct in connection with all of theCompany's activities. To that end, the Company has adopted a Statement ofBusiness Principles that is applicable to all employees. The Chief ExecutiveOfficer, Chief Financial Officer, Chief Accounting Officer and Controller ofHSBC Finance Corporation and the chief financial officer and controller of eachCompany business unit (collectively, the "Senior Financial Officers") areexpected to comply with the Statement of Business Principles, including theprovisions thereof relating to honest and ethical conduct, conflicts of interestand compliance with law. In addition to the Statement of Business Principles,the Senior Financial Officers are subject to the additional policies set forthin this Code of Ethics of Senior Financial Officers (this "Code of Ethics"),which is intended to supplement the Statement of Business Principles. This Code of Ethics provides fundamental principles to which the SeniorFinancial Officers are expected to adhere. These principles are designed todeter wrongdoing and to promote: - Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; - Full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the "SEC") and in other public communications made by the Company; - Compliance with applicable governmental laws, rules and regulations; - The prompt internal reporting to an appropriate person or persons identified in this Code of Ethics of violations of this Code of Ethics; and - Accountability for adherence to this Code of Ethics. FINANCIAL REPORTING AND DISCLOSURE-------------------------------------------------------------------------------- It is the responsibility of each Senior Financial Officer to promote full, fair,accurate, timely and understandable disclosure in the reports and documents theCompany files with or submits to the SEC. The Company strives to providedisclosure to the investment community that not only conforms with applicablerules of the SEC, but that also fairly presents to investors the financialcondition and results of operations of the Company. Because of their essential role in corporate governance, each Senior FinancialOfficer must seek to promote ethical behavior by other Company officers andemployees involved in financial reporting. It is the responsibility of eachSenior Financial Officer, therefore, to report any untrue statement of amaterial fact and any omission of a material fact of which such Senior FinancialOfficer becomes aware that affect the disclosures made by the Company in itspublic filings. INTERNAL AND DISCLOSURE CONTROLS-------------------------------------------------------------------------------- It is the responsibility of each Senior Financial Officer to report anyinformation of which such Senior Financial Officer becomes aware concerning (a)significant deficiencies in the design or operation of the Company's disclosureand internal controls that could adversely affect the ability of employees oftheCompany to record, process, summarize and report financial data or (b) anyfraud, whether or not material, that involves any employee who has a significantrole in the Company's disclosure and internal controls. COMPLIANCE WITH LAW-------------------------------------------------------------------------------- It is the responsibility of each Senior Financial Officer to report anyinformation of which such Senior Financial Officer becomes aware concerningevidence of a material violation by the Company or any employee or agent of theCompany of securities or other laws, rules or regulations applicable to theCompany and the operation of its businesses. REPORTING VIOLATIONS-------------------------------------------------------------------------------- The Chief Executive Officer, Chief Financial Officer, Chief Accounting Officerand Controller of HSBC Finance must report any information of which such SeniorFinancial Officer becomes aware concerning a violation of this Code of Ethicspromptly to the Internal Audit Department, the General Counsel of HSBC FinanceCorporation or the Audit Committee of the Board of Directors. All other SeniorFinancial Officers must report any information of which such Senior FinancialOfficer becomes aware concerning a violation of this Code of Ethics promptly to(a) such Senior Financial Officer's immediate supervisor and the Internal AuditDepartment, (b) the General Counsel of HSBC Finance or (c) the Audit Committeeof the Board of Directors. Each Senior Financial Officer may report violationsdirectly to the Audit Committee of the Board of Directors, and must do so ifsuch Senior Financial Officer has reason to believe that (i) such SeniorFinancial Officer's immediate supervisor or the Internal Audit Department isinvolved with the matter or (ii) the matter has not been appropriately addressedin a timely manner. CONSEQUENCES OF VIOLATIONS-------------------------------------------------------------------------------- The Audit Committee of the Board of Directors will determine, or designateappropriate persons to determine, appropriate actions to be taken in the eventof violations of this Code of Ethics, which actions will be designed to deterwrongdoing and promote accountability for adherence to this Code of Ethics.Accordingly, any violation of this Code of Ethics may result in disciplinaryaction up to and including, but not limited to, the following: - Suspension or termination of employment; - Pursuit of any and all remedies available to the Company for any damages or harm resulting to the Company from a violation, including injunctive relief; and - Referral of matters to appropriate legal or regulatory authorities for investigation and prosecution. REQUESTS FOR WAIVERS AND CHANGES IN CODE OF ETHICS-------------------------------------------------------------------------------- Waivers of this Code of Ethics may only be granted by the Audit Committee of theBoard of Directors of HSBC Finance Corporation. The Audit Committee will notgrant waivers except under extraordinary circumstances. Any waivers that aregranted must be publicly disclosed on a timely basis. In addition, any changesto this Code of Ethics must be publicly disclosed on a timely basis. 2QUARTERLY CERTIFICATIONS-------------------------------------------------------------------------------- Each Senior Financial Officer will be required to certify quarterly and inwriting such Senior Financial Officer's compliance with this Code of Ethicsduring the preceding calendar quarter. I HEREBY CERTIFY THAT I HAVE READ THE CODE OF ETHICS FOR SENIOR FINANCIALOFFICERS OF HSBC FINANCE CORPORATION AND THAT I HAVE COMPLIED WITH THE CODE OFETHICS DURING THE CALENDAR QUARTER ENDED , 200 . By:---------------------------------------------------- Title:-------------------------------------------------- Unit:-------------------------------------------------- Date:-------------------------------------------------- 3 EXHIBIT 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors of HSBC Finance Corporation: We consent to the incorporation of our report dated February 28, 2005, includedin this Annual Report on Form 10-K of HSBC Finance Corporation (the Company)(formerly Household International, Inc.) as of December 31, 2004 (successorbasis) and December 31, 2003 (successor basis) and for the year ended December31, 2004 (successor basis), for the period January 1, 2003 through March 28,2003 (predecessor basis) and March 29, 2003 through December 31, 2003 (successorbasis) and for the year ended December 31, 2002 (predecessor basis), into theCompany's previously filed Registration Statements No. 2-86383, No. 33-21343,No. 33-45454, No. 33-45455, No. 33-52211, No. 33-58727, No. 333-00397, No.33-44066, No. 333-03673, No. 333-39639, No. 333-58287, No. 333-58289, No.333-58291, No. 333-47073, No. 333-36589, No. 333-30600, No. 333-50000, No.333-70794, No. 333-71198, No. 333-83474 and No. 333-99107 on Form S-8 andRegistration Statements No. 333-70744, No. 333-60510, No. 333-01025, No.333-47945, No. 333-59453, No. 333-82119, No. 333-45740, No. 333-56152, No.333-73746, No. 333-75328, No. 333-85886, No. 333-33240, No. 333-61964, No.333-111413, No. 333-53862, No. 333-33052, No. 333-72453, No. 333-60543, No.333-64175, No. 333-120494, No. 333-120495, No. 333-120496, and No. 333-100737 onForm S-3. Our report dated February 28, 2005 contains an explanatory paragraph that stateseffective March 28, 2003, HSBC Holdings plc acquired all of the outstandingstock of Household International, Inc. (now HSBC Finance Corporation) in abusiness combination accounted for as a purchase. As a result of theacquisition, the consolidated financial information for the period after theacquisition is presented on a different cost basis than that for the periodsbefore the acquisition and, therefore, is not comparable. Our report dated February 28, 2005 also contains an explanatory paragraph thatstates that HSBC Finance Corporation has restated its consolidated financialstatements as of December 31, 2003 (successor basis) and for the period March29, 2003 through December 31, 2003 (successor basis). /s/ KPMG LLP Chicago, IllinoisFebruary 28, 2005 EXHIBIT 31 CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, William F. Aldinger, Chairman and Chief Executive Officer of HSBC FinanceCorporation, certify that: 1. I have reviewed this annual report on Form 10-K of HSBC Finance Corporation; 2. Based on my knowledge, this annual 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 annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual 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 we 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 annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this annual 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 annual report any change in the registrant's internal control 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 control 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 controls 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 control over financial reporting. Date: February 28, 2005 /s/ W. F. ALDINGER -------------------------------------- William F. Aldinger Chairman and Chief Executive Officer EXHIBIT 31 CERTIFICATION OF CHIEF FINANCIAL OFFICER I, Simon C. Penney, Senior Executive Vice President and Chief Financial Officerof HSBC Finance Corporation, certify that: 1. I have reviewed this annual report on Form 10-K of HSBC Finance Corporation; 2. Based on my knowledge, this annual 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 annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual 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 we 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 annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this annual 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 annual report any change in the registrant's internal control 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 control 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 controls 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 control over financial reporting. Date: February 28, 2005 /s/ S. C. PENNEY -------------------------------------- Simon C. Penney Senior Executive Vice President and Chief Financial Officer EXHIBIT 32 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with theHSBC Finance Corporation (the "Company") Annual Report on Form 10-K for thefiscal year ended December 31, 2004 as filed with the Securities and ExchangeCommission on the date hereof (the "Report") for the purpose of complying withRule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the"Exchange Act") and Section 1350 of Chapter 63 of Title 18 of the United StatesCode. I, William F. Aldinger, Chairman and Chief Executive Officer of theCompany, certify that: 1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of HSBC Finance Corporation. February 28, 2005 /s/ W. F. ALDINGER -------------------------------------- William F. Aldinger Chairman and Chief Executive Officer EXHIBIT 32 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with theHSBC Finance Corporation (the "Company") Annual Report on Form 10-K for thefiscal year ended December 31, 2004 as filed with the Securities and ExchangeCommission on the date hereof (the "Report") for the purpose of complying withRule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the"Exchange Act") and Section 1350 of Chapter 63 of Title 18 of the United StatesCode. I, Simon C. Penney, Senior Executive Vice President and Chief FinancialOfficer of the Company, certify that: 1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of HSBC Finance Corporation. February 28, 2005 /s/ S. C. PENNEY -------------------------------------- Simon C. Penney Senior Executive Vice President and Chief Financial Officer EXHIBIT 99.1 HSBC FINANCE CORPORATION AND SUBSIDIARIES DEBT AND PREFERRED STOCK SECURITIES RATINGS STANDARD & MOODY'S POOR'S INVESTORS CORPORATION SERVICE FITCH, INC.---------------------------------------------------------------------------------------------------AT DECEMBER 31, 2004HSBC Finance Corporation Senior debt............................................... A A1 AA- Senior subordinated debt.................................. A- A2 A+ Commercial paper.......................................... A-1 P-1 F-1+HFC Bank Limited Senior debt............................................... A A1 AA- Commercial paper.......................................... A-1 P-1 F-1+Household Bank (SB), N.A. Senior debt............................................... A A1 AA- This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
HSBC Holdings