10-K 1 ccmt210k.htm SECURITIES AND EXCHANGE COMMISSION

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

 

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

 

For the transition period from ______ to _______

 

Commission File No. 333-74898-01

 

HOUSEHOLD CREDIT CARD MASTER NOTE TRUST I
(Exact name of Registrant as specified in Department of the Treasury, Internal Revenue Service Form SS-4)

HSBC FINANCE CORPORATION
(Servicer of the Trust)
(Exact name as specified in Servicer's charter)

DELAWARE
(State or other jurisdiction of incorporation of Servicer)

Not Applicable
(I.R.S. Employer Identification Number of Registrant)

2700 Sanders Road, Prospect Heights, Illinois 60070
(Address of principal executive offices of Servicer)

(847) 564-5000
Servicer's telephone number, including area code

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Name of each exchange on which registered

   

Series 2000-1 Asset Backed Notes
Class A Notes and Class B Notes
Series 2001-1 Asset Backed Notes
Class A Notes and Class B Notes
Series 2001-2 Asset Backed Notes
Class A Notes and Class B Notes
Series 2002-1 Asset Backed Notes
Class A and Class B Notes

None

   

Securities registered pursuant to section 12(g) of the Act: None

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 [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) 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 an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [   ] No [X]

Registrant has no voting or non-voting class common equity outstanding as of the date of this report.



INTRODUCTORY NOTE

 

Household Receivables Funding, Inc. III (the "Transferor") is the transferor under an Amended and Restated Transfer and Servicing Agreement dated as of November 16, 2000 (as amended, the "Agreement"), by and among the Transferor, HSBC Finance Corporation, successor by merger to Household Finance Corporation, as Servicer (the "Servicer") and Wilmington Trust Company, as owner trustee (the "Owner Trustee"), for the Household Credit Card Master Note Trust I (the "Registrant" or the "Trust"). Under the Agreement, the Transferor sells certain receivables arising in connection with revolving credit accounts to the Owner Trustee on behalf of the Trust. Such receivables are pledged as collateral for series of asset-backed notes (the "Notes") issued pursuant to the Amended and Restated Master Indenture dated as of November 16, 2000, between the Owner Trustee and Wells Fargo Bank Minnesota, N.A., as indenture trustee ("Indenture Trustee"), and each indenture supplement thereto (together, and as such agreements may be amended or supplemented from time to time, an "Indenture").

 

Each Note represents an undivided interest in the Trust. The Series 2000-1 Supplement dated as of November 16, 2000 (the "Series 2000-1 Supplement"), between the Owner Trustee and the Indenture Trustee created a Series of Notes designated as Household Credit Card Master Note Trust I, Series 2000-1 Asset Backed Notes; consisting of two classes; a senior class designated as Series 2000-1 Class A Notes and a subordinated class designated as Series 2000-1 Class B Notes. The Series 2001-1 Supplement dated as of January 25, 2001 (the "Series 2001-1 Supplement"), between the Owner Trustee and the Indenture Trustee created a Series of Notes designated as Household Credit Card Master Note Trust I, Series 2001-1 Asset Backed Notes; consisting of two classes; a senior class designated as Series 2001-1 Class A Notes and a subordinated class designated as Series 2001-1 Class B Notes. The Series 2001-2 Supplement dated as of June 20, 2001 (the "Series 2001-2 Supplement"), between the Owner Trustee and the Indenture Trustee created a Series of Notes designated as Household Credit Card Master Note Trust I, Series 2001-2 Asset Backed Notes; consisting of two classes; a senior class designated as Series 2001-2 Class A Notes and a subordinated class designated as Series 2001-2 Class B Notes. The Series 2002-1 Indenture Supplement dated as of October 28, 2002 (the "Series 2002-1 Supplement"), between the Owner Trustee and the Indenture Trustee created a Series of Notes designated as Household Credit Card Master Note Trust I, Series 2002-1 Asset Backed Notes; consisting of two classes; a senior class designated as Series 2002-1 Class A Notes and a subordinated class designated as Series 2002-1 Class B Notes.


In additional, there is a Transferor Certificate outstanding representing an undivided interest in the Trust that is not otherwise represented by the Series 2000-1, Series 2001-1, Series 2001-2 and Series 2002-1 Asset Backed Notes. On June 15, 2004, the Series 2001-2 Notes were paid in full. As of December 31, 2004, the outstanding principal balance of the Series 2000-1 Notes was approximately $1,200,000,000, the Series 2001-1 Notes was approximately $900,000,000, and the Series 2002-1 Notes was approximately $560,000,000.

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 Trust. Items designated herein as "Not Applicable" have been omitted as a result of this reliance.

 

PART I

 

Item 1. Business.

 

Not Applicable.

 

Item 2. Properties.

 

Not Applicable.

 

Item 3. Legal Proceedings.

 

The Servicer is not aware of any material pending legal proceedings involving either the Registrant, the Indenture Trustee, the Transferor or the Servicer with respect to the Notes or the Registrant's property.

 

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, 2004.

 

PART II

 

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. At March 24, 2005, there were less than 300 holders of record of each Class of Notes.

 

Item 6. Selected Financial Data.

 

Not Applicable.

 

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 

Not Applicable.

 

Item 7A. Quantitative and Qualitative Disclosure About Market Risk.

 

Item 8. Financial Statements and Supplementary Data.

 

Not Applicable.

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 

None.

 

Item 9A. Controls and Procedures.

Not Applicable.

 

Item 9B. Other Information.

 

Not Applicable.

PART III

 

Item 10. Directors and Executive Officers of the Registrant.

 

Not Applicable.

 

Item 11. Executive Compensation.

 

Not Applicable.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management.

 

The following table sets forth (i) the name and address of each entity owning more than 5% of the outstanding principal amount of the Class A and Class B Notes, (ii) the principal amount of Notes owned by each, and (iii) the percent that the principal amount of Notes owned represents of the outstanding principal amount. The information set forth in the table is based upon information obtained by the Servicer from the Trustee and from The Depository Trust Company as of March 9, 2005. The Servicer is not aware of any Schedules 13D or 13G filed with the Securities and Exchange Commission in respect of the Notes.

 

Amount Owned
All dollar amounts are
in thousands

Name and Address

Principal

Percent

Series 2000-1 Class A Noteholders

   

State Street Bank and Trust Company
1776 Heritage Drive
No. Quincy, MA 02171


$480,673

43.57%

JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254

$319,353

28.94%

JPM/PRUDEN
Participant information unavailable
Contact The Depository Trust Company

$95,000

8.61%

Mellon Trust of New England, National Association
525 William Penn Place
Pittsburgh, PA 15259

$66,850

6.06%

 

 

Amount Owned
All dollar amounts are
in thousands

Name and Address

Principal

Percent

Series 2000-1 Class B Noteholders

The Bank of New York
One Wall Street
New York, NY 10286

$40,000

41.38%

PNC Bank, National Association
8800 Tinicum Blvd. T
MS F6-F266-02-2
Philadelphia, PA 19153

$23,667

24.48%

Merrill Lynch, Pierce Fenner & Smith Safekeeping
4 Corporate Place
Piscataway, NJ 08855

$20,000

20.69%

JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254

$13,000

13.45%

Series 2001-1 Class A Noteholders

   

State Street Bank and Trust Company
Global Corporate Action Unit JAB 5NW
1776 Heritage Drive
No. Quincy, MA 02171

$292,549

35.35%

Merrill Lynch, Pierce Fenner & Smith Safekeeping
4 Corporate Place
Piscataway, NJ 08855

$46,200

55.83%

JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
Dallas, TX 75254

$314,951

38.06%

The Bank of New York
One Wall Street
New York, NY 10286

$69,500

8.40%

 

 

Amount Owned
All dollar amounts are
in thousands

Name and Address

Principal

Percent

Series 2001-1 Class B Noteholders

The Bank of New York
One Wall Street
New York, NY 10286

$35,000

48.28%

JPMorgan Chase Bank, National Association
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway Fl 12
Dallas, TX 75254

$32,000

44.14%

   

Series 2001-2 Class A Noteholders

   

None.

Series 2001-2 Class B Noteholders

   

None.

Series 2002-1 Class A Noteholders

JPMorgan Chase Bank
Proxy/Class Action/Bankruptcy
14201 Dallas Pkwy
Dallas, TX 75254

$176,285

34.76%

JPM/PRUDEN
Participant information unavailable
Contact The Depository Trust Company

$126,175

24.88%

Mellon Trust of New England, National Association
525 William Penn Place, Suite 3418
Pittsburgh, PA 15259

$38,725

7.64%

State Street Bank and Trust Company
Global Corporate Action Unit JAB 5NW
1776 Heritage Drive
No. Quincy, MA 02171

$69,435

13.69%

UBS AG
677 Washington Blvd.
Stamford, CT 06901

$44,111

8.70%

 

Amount Owned
All dollar amounts are
in thousands

Name and Address

Principal

Percent

Series 2002-1, Class B Noteholders

JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Pkwy
Dallas, TX 75254

$52,589

99.43%

Item 13. Certain Relationships and Related Transactions.

 

Not Applicable.

 

Item 14. Principal Accountant Fees and Services.

 

Not Applicable.

 

PART IV

 

Item 15. Exhibits and Financial Statement Schedules.

 

(a) (1) Financial Statements

 

Not Applicable.

 

(a) (2) Not Applicable

 

Not Applicable.

 

(a) (3) The Servicer is obligated to prepare an Annual Statement to Noteholders for the year ended December 31, 2004, and Independent Public Accountants are required to prepare an annual servicing report pertaining to the compliance of the Servicer with its servicing obligations pursuant to the Agreement. Copies of said documents are filed as exhibits to this Form 10-K.

 

(b) The exhibits required by Item 601 of Regulation S-K (Section 229.601):

 

Exhibit 99(a)

Annual Statement to Noteholders for the year ended December 31, 2004 for Series 2000-1 Asset Backed Notes.

Exhibit 99(b)

Annual Statement to Noteholders for the year ended December 31, 2004 for Series 2001-1 Asset Backed Notes.

Exhibit 99(c)

Annual Statement to Noteholders for the year ended December 31, 2004 for Series 2001-2 Asset Backed Notes.

Exhibit 99(d)

Annual Statement to Noteholders for the year ended December 31, 2004 for Series 2002-1 Asset Backed Notes.

Exhibit 99(e)

Independent Accountants' Report dated March 1, 2005 for Series 2000-1 Asset Backed Notes.

Exhibit 99(f)

Independent Accountants' Report dated March 1, 2005 for Series 2001-1 Asset Backed Notes.

Exhibit 99(g)

Independent Accountants' Report dated March 1, 2005 for Series 2001-2 Asset Backed Notes.

Exhibit 99(h)

Independent Accountants' Report dated March 1, 2005 for Series 2002-1 Asset Backed Notes.

Exhibit 99(i)

Annual Servicer's Certificate dated March 1, 2005.

   

 



SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Servicer has duly caused this report to be signed on behalf of the Household Credit Card Master Note Trust I by the undersigned, thereunto duly authorized.

 

HSBC FINANCE CORPORATION,
as Servicer of and on behalf of the
HOUSEHOLD CREDIT CARD MASTER NOTE TRUST I
(Registrant)

By: /s/ Edgar D. Ancona

Edgar D. Ancona
Senior Vice President - Treasurer

Dated: March 24, 2005

 

 

 

Certification

I, Edgar D. Ancona, certify that:

    1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of Household Credit Card Master Note Trust I ;
    2. Based on my knowledge, the information in these reports, taken as a whole, 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 as of the last day of the period covered by this annual report;
    3. Based on my knowledge, the distribution or servicing information required to be provided to the trustee by the servicer under the pooling and servicing, or similar, agreement for inclusion in these reports is included in these reports;
    4. I am responsible for reviewing the activities performed by the servicer under the pooling and servicing, or similar, agreement and based upon my knowledge and the annual compliance review required under that agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under that agreement; and
    5. The reports disclose all significant deficiencies relating to the servicer's compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing, or similar, agreement, that is included in these reports.

In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: Wells Fargo Bank Minnesota, N.A. and The Depository Trust Company.

 

Date: March 24, 2005

 

/s/ Edgar D. Ancona

Edgar D. Ancona

Senior Vice President - Treasurer

 

 


 

 




Exhibit Index

 

Exhibit No.

Exhibit 99(a)

Exhibit

Annual Statement to Noteholders for the year ended December 31, 2004 for Series 2000-1 Asset Backed Notes.

Exhibit 99(b)

Annual Statement to Noteholders for the year ended December 31, 2004 for Series 2001-1 Asset Backed Notes.

Exhibit 99(c)

Annual Statement to Noteholders for the year ended December 31, 2004 for Series 2001-2 Asset Backed Notes.

Exhibit 99(d)

Annual Statement to Noteholders for the year ended December 31, 2004 for Series 2002-1 Asset Backed Notes.

Exhibit 99(e)

Independent Accountants' Report dated March 1, 2005 for Series 2000-1 Asset Backed Notes.

Exhibit 99(f)

Independent Accountants' Report dated March 1, 2005 for Series 2001-1 Asset Backed Notes.

Exhibit 99(g)

Independent Accountants' Report dated March 1, 2005 for Series 2001-2 Asset Backed Notes.

Exhibit 99(h)

Independent Accountants' Report dated March 1, 2005 for Series 2002-1 Asset Backed Notes.

Exhibit 99(i)

Annual Servicer's Certificate dated March 1, 2005.