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FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2003
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 number 1-8198
HOUSEHOLD INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 86-1052062
(State of Incorporation) (I.R.S. Employer Identification No.)
2700 Sanders Road, Prospect Heights, Illinois 60070
(Address of principal executive offices) (Zip Code)
(847) 564-5000
Registrant's telephone number, including area code
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 whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
At April 30, 2003, there were 50 shares of the registrant's common stock
outstanding.
The registrant meets the conditions set forth in General Instruction H(1)(a) and
(b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced
disclosure format.
HOUSEHOLD INTERNATIONAL, INC. AND SUBSIDIARIES
Table of Contents
Page
----
PART I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Statements of Income (Unaudited) ............ 2
Condensed Consolidated Balance Sheets -
March 31, 2003 (Unaudited) and December 31, 2002.................... 3
Condensed Consolidated Statements of Cash Flows (Unaudited) ........ 4
Notes to Interim Condensed Consolidated Financial
Statements (Unaudited).............................................. 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations....................... 15
Item 4. Controls and Procedures............................................. 27
PART II. Other Information
Item 6. Exhibits and Reports on Form 8-K.................................... 28
Signature ......................................................................... 30
Certification of Chief Executive Officer .......................................... 31
Certification of Principal Financial Officer ...................................... 32
1
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Household International, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
- --------------------------------------------------------------------------------------------------------
March 29 January 1 Three months
through through ended
(In millions) March 31, 2003 March 28, 2003 March 31, 2002
- --------------------------------------------------------------------------------------------------------
(Successor) (Predecessor) (Predecessor)
(Note 2) (Note 2) (Note 2)
Finance and other interest income $74.5 $2,470.5 $2,535.7
Interest expense 14.6 897.4 938.8
- --------------------------------------------------------------------------------------------------------
Net interest margin 59.9 1,573.1 1,596.9
Provision for credit losses on owned receivables 33.5 976.1 923.0
- --------------------------------------------------------------------------------------------------------
Net interest margin after provision for credit losses 26.4 597.0 673.9
- --------------------------------------------------------------------------------------------------------
Securitization revenue 8.5 432.6 518.3
Insurance revenue 5.7 171.6 170.1
Investment income 1.3 80.0 46.2
Fee income 8.8 288.3 216.5
Other income 5.1 238.7 188.0
- --------------------------------------------------------------------------------------------------------
Total other revenues 29.4 1,211.2 1,139.1
- --------------------------------------------------------------------------------------------------------
Salaries and fringe benefits 17.3 491.3 445.3
Sales incentives 1.4 37.7 54.1
Occupancy and equipment expense 3.5 97.7 92.2
Other marketing expenses 4.7 138.8 140.4
Other servicing and administrative expenses 9.2 313.7 231.7
Amortization of acquired intangibles 2.0 12.3 19.8
HSBC acquisition related costs incurred by Household -- 198.2 --
Policyholders' benefits 3.0 91.0 84.0
- --------------------------------------------------------------------------------------------------------
Total costs and expenses 41.1 1,380.7 1,067.5
- --------------------------------------------------------------------------------------------------------
Income before income taxes 14.7 427.5 745.5
Income taxes 5.0 181.8 254.5
- --------------------------------------------------------------------------------------------------------
Net income $ 9.7 $ 245.7 $ 491.0
========================================================================================================
See notes to interim condensed consolidated financial statements.
2
Household International, Inc. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
- ----------------------------------------------------------------------------------------------------
March 31, December 31,
(In millions, except share data) 2003 2002
- ----------------------------------------------------------------------------------------------------
(Unaudited)
(Successor) (Predecessor)
(Note 2) (Note 2)
ASSETS
Cash $ 503.2 $ 797.7
Investment securities 7,081.2 7,584.0
Receivables, net 84,327.7 82,050.5
Acquired intangibles, net 1,880.0 386.4
Goodwill 7,036.0 1,122.1
Properties and equipment, net 521.1 535.1
Real estate owned 444.9 427.1
Derivative financial assets 2,523.3 1,863.5
Other assets 3,098.4 3,094.2
- ----------------------------------------------------------------------------------------------------
Total assets $107,415.8 $97,860.6
====================================================================================================
LIABILITIES AND SHAREHOLDER'S (S') EQUITY
Debt:
Deposits $ 894.6 $ 821.2
Commercial paper, bank and other borrowings 5,658.9 6,128.3
Senior and senior subordinated debt (with original
maturities over one year) 78,104.7 74,776.2
- ----------------------------------------------------------------------------------------------------
Total debt 84,658.2 81,725.7
Insurance policy and claim reserves 1,350.7 1,047.6
Derivative related liabilities 1,489.3 1,183.9
Other liabilities 3,173.5 2,512.3
- ----------------------------------------------------------------------------------------------------
Total liabilities 90,671.7 86,469.5
- ----------------------------------------------------------------------------------------------------
Company obligated mandatorily redeemable preferred
securities of subsidiary trusts* 1,021.9 975.0
Preferred stock 1,100.0 1,193.2
Common shareholder's (s') equity:
Common stock, $0.01 and $1.00 par value, 100 and 750,000,000 shares
authorized, 50 and 551,811,025 shares issued at March 31,
2003 and December 31, 2002, respectively -- 551.8
Additional paid-in capital 14,658.5 1,911.3
Retained earnings 9.7 9,885.6
Accumulated other comprehensive income (loss) (46.0) (694.9)
Less common stock in treasury, 0 and 77,197,686
shares at March 31, 2003 and December 31, 2002,
respectively, at cost -- (2,430.9)
- ----------------------------------------------------------------------------------------------------
Total common shareholder's (s') equity 14,622.2 9,222.9
- ----------------------------------------------------------------------------------------------------
Total liabilities and shareholder's (s') equity $107,415.8 $97,860.6
====================================================================================================
* As described in note 8 to the condensed consolidated financial statements,
the sole assets of the trusts are Junior Subordinated Deferrable Interest
Notes issued by Household International, Inc. in November 2001, January
2001, June 2000, March 1998 and June 1995, bearing interest at 7.50, 8.25,
10.00, 7.25 and 8.25 percent, respectively, and due November 2031, January
2031, June 2030, December 2037 and June 2025, respectively.
See notes to interim condensed consolidated financial statements.
3
Household International, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
- ----------------------------------------------------------------------------------------------------
March 29 January 1 Three months
through through ended
March 31, March 28, March 31,
(In millions) 2003 2003 2002
- ----------------------------------------------------------------------------------------------------
CASH PROVIDED BY OPERATIONS (Successor) (Predecessor) (Predecessor)
(Note 2) (Note 2) (Note 2)
Net income $ 9.7 $ 245.7 $ 491.0
Adjustments to reconcile net income to cash
provided by operations:
Provision for credit losses on owned receivables 33.5 976.1 923.0
Insurance policy and claim reserves 3.0 47.2 115.8
Depreciation and amortization 4.2 53.5 63.0
Interest-only strip receivables, net change 5.1 36.4 (29.0)
Other, net (95.0) 106.0 424.3
- ----------------------------------------------------------------------------------------------------
Cash (used in) provided by operations (39.5) 1,464.9 1,988.1
- ----------------------------------------------------------------------------------------------------
INVESTMENTS IN OPERATIONS
Investment securities:
Purchased -- (1,046.7) (428.7)
Matured 8.0 584.2 147.2
Sold -- 768.4 190.3
Short-term investment securities, net change 546.5 (375.0) (1,375.5)
Receivables:
Originations, net (382.0) (8,302.3) (9,850.2)
Purchases and related premiums (116.8) (129.0) (184.9)
Initial and fill-up securitizations (154.2) 7,300.1 8,674.1
Whole loan sales -- 40.7 882.3
Properties and equipment purchased -- (21.6) (57.9)
Properties and equipment sold -- 0.1 1.5
- ----------------------------------------------------------------------------------------------------
Cash decrease from investments in operations (98.5) (1,181.1) (2,001.8)
- ----------------------------------------------------------------------------------------------------
FINANCING AND CAPITAL TRANSACTIONS
Short-term debt and demand deposits, net change 17.0 (513.5) (4,260.8)
Time certificates, net change -- 150.3 (367.2)
Senior and senior subordinated debt issued -- 4,360.9 7,190.0
Senior and senior subordinated debt retired (53.6) (4,029.8) (2,863.4)
Policyholders' benefits paid (1.2) (35.6) (28.2)
Cash received from policyholders 2.6 33.1 16.9
Shareholders' dividends (1.8) (141.4) (108.9)
Purchase of treasury stock -- (164.1) (100.0)
Issuance of common stock -- 62.2 32.0
Redemption of preferred stock -- (114.4) --
Issuance of preferred stock -- -- 387.4
- ----------------------------------------------------------------------------------------------------
Cash decrease from financing and capital transactions (37.0) (392.3) (102.2)
- ----------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash 4.2 (15.2) 8.6
- ----------------------------------------------------------------------------------------------------
Decrease in cash (170.8) (123.7) (107.3)
Cash at beginning of period 674.0 797.7 543.6
- ----------------------------------------------------------------------------------------------------
Cash at end of period $ 503.2 $ 674.0 $ 436.3
====================================================================================================
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid $ 70.8 $ 897.2 $ 845.5
Income taxes paid -- 39.6 23.6
- ----------------------------------------------------------------------------------------------------
SUPPLEMENTAL NON-CASH FINANCING AND CAPITAL ACTIVITIES
Push-down of purchase price by Parent (Note 2) $ -- $14,658.5 $ --
Exchange of cumulative preferred stock for cumulative
preferred stock issued to Parent -- 1,100.0 --
- ----------------------------------------------------------------------------------------------------
See notes to interim condensed consolidated financial statements.
4
Household International, Inc. and Subsidiaries
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of
Household International, Inc. ("Household") and its subsidiaries have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Household and its
subsidiaries may also be referred to in this Form 10-Q as "we," "us" or "our."
These unaudited condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and footnotes included in
our Annual Report on Form 10-K for the year ended December 31, 2002.
The chief executive officer and principal financial officer of Household have
certified that the information contained in this quarterly report fairly
presents, in all material respects, the financial condition and results of
operations of Household. These certifications are included as Exhibits 99.2 and
99.3 to this Form 10-Q. The chief executive officer and principal financial
officer of Household have also provided certifications as to the effectiveness
of our disclosure controls and procedures which are included on pages 31 and 32.
2. MERGER WITH HSBC
On March 28, 2003, HSBC Holdings plc ("HSBC") completed its acquisition of
Household by way of merger with H2 Acquisition Corporation ("H2"), a
wholly-owned subsidiary of HSBC, acquiring 100% of the voting equity interest of
Household in a purchase business combination. HSBC believes that the merger
offers significant opportunities to extend its business model into countries and
territories currently served by HSBC and broadens the product range available to
the enlarged customer base. Subsequent to the merger, H2 was renamed "Household
International, Inc." Under the terms of the merger agreement, each share of our
approximately 476.0 million outstanding common shares at the time of merger was
converted into the right to receive, at the holder's election, either 2.675
ordinary shares of HSBC, of nominal value $0.50 each ("HSBC Ordinary Shares"),
or 0.535 American depositary shares, each representing an interest in five HSBC
Ordinary Shares. Additionally, each of Household's depositary shares
representing, respectively, one-fortieth of a share of 8-1/4% cumulative
preferred stock, Series 1992-A, one-fortieth of a share of 7.50% cumulative
preferred stock, Series 2001-A, one-fortieth of a share of 7.60% cumulative
preferred stock, Series 2002-A and one-fortieth of a share of 7-5/8% cumulative
preferred stock, Series 2002-B was converted into the right to receive $25 in
cash per depositary share, plus accrued and unpaid dividends up to but not
including the effective date of the merger which was an aggregate amount of
approximately $1.1 billion. In consideration of HSBC transfering sufficient
funds to make the payments described above with respect to Household's
depositary shares, we issued a new series of 6.5% cumulative preferred stock in
the amount of $1.1 billion to HSBC on March 28, 2003. The preferred stock is
redeemable by Household at any time after March 31, 2008.
Also on March 28, 2003, we called for redemption all the issued and outstanding
shares of our 5% Cumulative Preferred Stock, $4.50 Cumulative Preferred Stock
and $4.30 Cumulative Preferred Stock totaling $114.4 million. Pursuant to the
terms of these issues of preferred stock, we paid a redemption price of $50.00
per share of 5% Cumulative Preferred Stock, $103.00 per share of $4.50
Cumulative Preferred Stock and $100.00 per share of $4.30 Cumulative Preferred
Stock, plus, in each case, all dividends accrued and unpaid, whether or not
earned or declared, to the redemption date. Additionally, on March 28, 2003, we
declared a dividend of $0.8694 per share on Household Common Stock, payable on
May 6, 2003 to its holders of record on March 28, 2003.
5
In conjunction with HSBC's acquisition of Household, we incurred acquisition
related costs of $198.2 million. Consistent with the guidelines for accounting
for business combinations, these costs were expensed in our income statement on
March 28, 2003. These costs were comprised of the following:
(In millions)
- --------------------------------------------------------------------------------
Payments to executives under existing employment agreements $ 97.0
Investment banking, legal and other costs 101.2
- --------------------------------------------------------------------------------
Total $198.2
- --------------------------------------------------------------------------------
In accordance with the guidelines for accounting for business combinations, the
purchase price paid by HSBC plus related purchase accounting adjustments have
been "pushed-down" and recorded in our financial statements for the period
subsequent to March 28, 2003. This has resulted in a new basis of accounting
reflecting the fair market value of our assets and liabilities for the
"successor" period beginning March 29, 2003. Information for all "predecessor"
periods prior to the merger are presented using our historical basis of
accounting. Results for the eighty-seven day period ended March 28, 2003 and the
three-day period ended March 31, 2003 should not be considered indicative of the
results for any future quarters or the year ending December 31, 2003.
The purchase price paid by HSBC plus related purchase accounting adjustments was
valued at approximately $14.7 billion and is presented as "Additional paid-in
capital" in the accompanying condensed consolidated balance sheet. The $14.7
billion purchase price consisted of the following:
(In millions)
- --------------------------------------------------------------------------------
Value of HSBC ordinary shares issued $14,365.7
Fair value of outstanding Household stock
options, net of unearned compensation 111.9
Fair value of outstanding Household restricted
stock rights, net of unearned compensation 1.9
Fair value of equity portion of adjustable
conversion-rate equity security units 21.0
Acquisition costs incurred by HSBC 158.0
- --------------------------------------------------------------------------------
Total purchase price $14,658.5
================================================================================
As of the acquisition date, we recorded our assets and liabilities at their
estimated fair values. These fair value adjustments resulted in approximately
$7.0 billion of goodwill and $1.9 billion of acquired intangibles being recorded
(representing $5.9 billion of incremental goodwill and $1.5 billion of
incremental acquired intangibles). Additionally, fair value adjustments of
approximately $1.2 billion were made to increase assets and approximately $3.0
billion to increase liabilities to fair value.
Due to the recent timing of the acquisition, these fair value adjustments
represent preliminary estimates and are subject to further adjustment as
additional information, appraisals, or other valuation data are obtained.
Goodwill has not yet been allocated to our operating units. None of the goodwill
is expected to be deductible for tax purposes.
Approximately $1.9 billion of acquired intangibles were recorded as part of the
allocation of the purchase price. Total acquired intangibles resulting from the
merger were comprised of the following:
(In millions)
- --------------------------------------------------------------------------------
Trademarks, customer lists, and technology $ 200.0
Retail services merchant relationships 235.2
Purchased credit card relationships 1,446.8
- --------------------------------------------------------------------------------
Total acquired intangibles $1,882.0
================================================================================
The trademarks are not subject to amortization. The remaining acquired
intangibles are being amortized on a straight-line basis over their estimated
useful lives. These useful lives range from 5 years for technology, customer
lists and the retail services merchant relationships to approximately 9 years
for certain purchased credit card relationships.
6
3. INVESTMENT SECURITIES
Investment securities consisted of the following available-for-sale investments:
March 31, December 31,
2003 2002
- ------------------------------------------------------------------------------------------------
Amortized Fair Amortized Fair
(In millions) Cost Value Cost Value
- ------------------------------------------------------------------------------------------------
Corporate debt securities $2,092.5 $2,084.2 $2,032.8 $2,110.0
Money market funds 1,409.6 1,409.6 2,177.2 2,177.2
Certificates of deposit 156.6 156.6 167.7 173.0
U.S. government and federal agency debt securities 2,122.0 2,120.7 1,804.4 1,820.8
Marketable equity securities 18.7 19.1 28.6 19.8
Non-government mortgage backed securities 641.3 641.3 660.5 669.0
Other 565.5 564.9 523.8 536.3
- ------------------------------------------------------------------------------------------------
Subtotal 7,006.2 6,996.4 7,395.0 7,506.1
Accrued investment income 84.8 84.8 77.9 77.9
- ------------------------------------------------------------------------------------------------
Total available-for-sale investments $7,091.0 $7,081.2 $7,472.9 $7,584.0
================================================================================================
4. RECEIVABLES
Receivables consisted of the following:
March 31, December 31,
(In millions) 2003 2002
- ----------------------------------------------------------------------------------
Real estate secured $ 47,256.6 $ 45,818.5
Auto finance 2,156.2 2,023.8
MasterCard/(1)/ Visa/(1)/ 8,452.5 8,946.5
Private label 11,189.4 11,339.6
Personal non-credit card 13,927.0 13,970.9
Commercial and other 456.7 463.0
- ----------------------------------------------------------------------------------
Total owned receivables 83,438.4 82,562.3
Purchase accounting fair value adjustments 1,773.8 --
Accrued finance charges 1,503.5 1,537.6
Credit loss reserve for owned receivables (3,483.1) (3,332.6)
Unearned credit insurance premiums and claims reserves (847.2) (799.0)
Interest-only strip receivables 1,109.4 1,147.8
Amounts due and deferred from receivable sales 832.9 934.4
- ----------------------------------------------------------------------------------
Total owned receivables, net 84,327.7 82,050.5
Receivables serviced with limited recourse 24,255.7 24,933.5
- ----------------------------------------------------------------------------------
Total managed receivables, net $108,583.4 $106,984.0
==================================================================================
/(1)/ MasterCard is a registered trademark of MasterCard International,
Incorporated and Visa is a registered trademark of VISA USA, Inc.
Purchase accounting fair value adjustments represent preliminary adjustments
which have been "pushed down" to record our receivables at fair value at the
acquisition date and are subject to change.
Interest-only strip receivables are reported net of our estimate of probable
losses under the recourse provisions for receivables serviced with limited
recourse. Our estimate of the recourse obligation totaled $1,776.2 million at
March 31, 2003 and $1,759.5 million at December 31, 2002. Interest-only strip
receivables also included fair value mark-to-market adjustments of $0 at March
31, 2003 and an increase of $389.2 million at December 31, 2002.
7
Receivables serviced with limited recourse consisted of the following:
March 31, December 31,
(In millions) 2003 2002
- --------------------------------------------------------------------------------------
Real estate secured $ 339.2 $ 456.2
Auto finance 5,226.8 5,418.6
MasterCard/Visa 9,941.8 10,006.1
Private label 3,577.1 3,577.1
Personal non-credit card 5,170.8 5,475.5
- --------------------------------------------------------------------------------------
Total $24,255.7 $24,933.5
======================================================================================
The combination of receivables owned and receivables serviced with limited
recourse, which we consider our managed portfolio, is shown below:
March 31, December 31,
(In millions) 2003 2002
- --------------------------------------------------------------------------------------
Real estate secured $ 47,595.8 $ 46,274.7
Auto finance 7,383.0 7,442.4
MasterCard/Visa 18,394.3 18,952.6
Private label 14,766.5 14,916.7
Personal non-credit card 19,097.8 19,446.4
Commercial and other 456.7 463.0
- --------------------------------------------------------------------------------------
Total $107,694.1 $107,495.8
======================================================================================
5. CREDIT LOSS RESERVES
An analysis of credit loss reserves for the three months ended March 31 was as
follows:
March 31, March 31,
(In millions) 2003 2002
- --------------------------------------------------------------------------------------
Owned receivables:
Credit loss reserves at beginning of period $3,332.6 $2,663.1
Provision for credit losses 1,009.6 923.0
Charge-offs (934.3) (778.6)
Recoveries 60.4 59.9
Other, net 14.8 9.2
- --------------------------------------------------------------------------------------
Credit loss reserves for owned receivables at March 31 3,483.1 2,876.6
- --------------------------------------------------------------------------------------
Receivables serviced with limited recourse:
Credit loss reserves at beginning of period 1,759.5 1,148.3
Provision for credit losses 407.3 439.3
Charge-offs (418.5) (335.9)
Recoveries 20.1 23.1
Other, net 7.8 (4.9)
- --------------------------------------------------------------------------------------
Credit loss reserves for receivables serviced with
limited recourse at March 31 1,776.2 1,269.9
- --------------------------------------------------------------------------------------
Total credit loss reserves for managed receivables at March 31 $5,259.3 $4,146.5
======================================================================================
We maintain credit loss reserves to cover probable losses of principal, interest
and fees, including late, overlimit and annual fees. Credit loss reserves are
based on a range of estimates and are intended to be adequate but not excessive.
We estimate probable losses for consumer receivables based on delinquency and
restructure status and past loss experience. Credit loss reserves take into
account whether loans have been restructured, rewritten or are subject to
forbearance, credit counseling accommodation, modification, extension or
deferment. Our credit loss reserves also take into consideration the loss
severity expected based on the underlying collateral, if any, for the loan.
Approximately two-thirds of all restructured receivables are secured products
which may have less loss severity exposure because of the
8
underlying collateral. In addition, loss reserves on consumer receivables
reflect our assessment of portfolio risk factors which may not be fully
reflected in the statistical calculation which uses roll rates and migration
analysis. Roll rates and migration analysis are techniques used to estimate the
likelihood that a loan will progress through the various delinquency buckets and
ultimately charge off. Risk factors considered in establishing loss reserves on
consumer receivables include recent growth, product mix, bankruptcy trends,
geographic concentrations, economic conditions and current levels of charge-offs
and delinquencies.
HSBC intends, subject to receipt of regulatory and other approvals, to hold our
domestic private label credit card receivables within HSBC's U.S. banking
subsidiary. As a result, HSBC anticipates regulatory accounting charge-off, loss
provisioning and account management guidelines issued by the Federal Financial
Institutions Examination Council, or FFIEC, will need to be applied to these
receivables. Implementation of such guidelines will result in private label
credit card receivables being charged-off at 6 months contractually delinquent
(end of the month 60 days after notification for receivables involving a
bankruptcy) versus the current practice of generally being charged-off the month
following the month in which the account becomes 9 months contractually
delinquent (end of the month 90 days after notification for receivables
involving a bankruptcy). HSBC's plans for ultimate collection on these
receivables will therefore be demonstrably different from the current practice
and may require different reserve requirements. As of March 31, 2003, we have
not allocated any purchase price adjustment to owned loss reserves in
contemplation of this change as the process for movement of our private label
card receivables to HSBC's U.S. banking subsidiary has not been finalized and
regulatory approval requests have not yet been initiated. We currently estimate
that such fair value adjustment, to the extent we proceed with this business
plan, would be an increase to owned loss reserves for these private label credit
card receivables to reflect the expected impact of the implementation of the
regulatory guidelines. We and HSBC are evaluating whether select other products
will also be held in the HSBC U.S. banking subsidiary.
6. ACQUIRED INTANGIBLES
Acquired intangibles consisted of the following:
(In millions) Accumulated Carrying
March 31, 2003 Gross Amortization Value
- --------------------------------------------------------------------------------
Trademarks, customer lists, and technology $ 200.0 .2 $ 199.8
Retail service merchant relationships 235.2 $ .4 234.8
Purchased credit card relationships 1,446.8 1.4 1,445.4
- --------------------------------------------------------------------------------
Acquired intangibles $1,882.0 $2.0 $1,880.0
================================================================================
(In millions) Accumulated Carrying
December 31, 2002 Gross Amortization Value
- --------------------------------------------------------------------------------
Purchased credit card relationships $1,038.6 $670.8 $367.8
Other intangibles 26.5 7.9 18.6
- --------------------------------------------------------------------------------
Acquired intangibles $1,065.1 $678.7 $386.4
================================================================================
Estimated amortization expense associated with our acquired intangibles for each
of the following years is as follows:
- --------------------------------------------------------------------------------
(In millions)
Year ending December 31,
- --------------------------------------------------------------------------------
2003 $187.1
2004 246.8
2005 246.8
2006 246.8
2007 246.8
- --------------------------------------------------------------------------------
9
7. INCOME TAXES
Our effective tax rate was 34.0 percent for the three-day period ended March 31,
2003 (successor); 42.5 percent for the eighty-seven day period ended March 28,
2003 (predecessor); and 34.1 percent for the first three months of 2002
(predecessor). The effective tax rate for the eighty-seven day period ended
March 28, 2003 was adversely impacted by the non-deductibility of certain HSBC
acquisition related costs. Excluding acquisition related costs of $198.2
million, which resulted in a $27.3 million tax benefit, our effective tax rate
was 33.3 percent for the period ended March 28, 2003. The effective tax rate
differs from the statutory federal income tax rate primarily because of the
effects of state and local income taxes and tax credits.
8. COMPANY OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES OF SUBSIDIARY
TRUSTS
We have formed special purpose trusts for the purpose of issuing trust preferred
securities. The sole assets of these trusts are Junior Subordinated Deferrable
Interest Notes ("Junior Subordinated Notes") issued by Household. The following
table summarizes our company obligated mandatorily redeemable preferred
securities of subsidiary trusts ("Preferred Securities") and the related Junior
Subordinated Notes:
- ------------------------------------------------------------------------------------------------------------------------
Household Capital Household Household Household Household
(Dollar amounts are Trust VII Capital Trust VI Capital Trust V Capital Trust IV Capital Trust I
in millions) ("HCT VII") ("HCT VI") ("HCT V") ("HCT IV") ("HCT I")
- ------------------------------------------------------------------------------------------------------------------------
Preferred Securities:
Interest rate 7.50% 8.25% 10.00% 7.25% 8.25%
Face value $ 200 $ 200 $ 300 $ 200 $ 75
Issue date November 2001 January 2001 June 2000 March 1998 June 1995
Junior Subordinated Notes:
Principal balance $206.2 $206.2 $309.3 $206.2 $77.3
Redeemable by issuer November 2006 January 2006 June 2005 March 2003 June 2000
Stated maturity November 2031 January 2031 June 2030 December 2037 June 2025
- ------------------------------------------------------------------------------------------------------------------------
The Preferred Securities must be redeemed when the Junior Subordinated Notes are
paid. The Junior Subordinated Notes have a stated maturity date, but are
redeemable by Household, in whole or in part, beginning on the dates indicated
above at which time the preferred securities are callable at par ($25 per
Preferred Security) plus accrued and unpaid dividends. Dividends on the
Preferred Securities are cumulative, payable quarterly in arrears, and are
deferrable at Household's option for up to five years. Household cannot pay
dividends on its preferred and common stocks during such deferments. The
Preferred Securities have a liquidation value of $25 per preferred security. HCT
I may elect to extend the maturity of its Preferred Securities to June 2044.
Dividends on the Preferred Securities have been classified as interest expense
in our statements of income.
HCT I, HCT IV, HCT V, HCT VI and HCT VII (collectively, "the Trusts") are wholly
owned subsidiaries of Household. Household's obligations with respect to the
Junior Subordinated Notes, when considered together with certain undertakings of
Household with respect to the Trusts, constitute full and unconditional
guarantees by Household of the Trust's obligations under the respective
Preferred Securities. The Preferred Securities are classified in our balance
sheet as company obligated mandatorily redeemable preferred securities of
subsidiary trusts (representing the minority interests in the trusts).
9. FORWARD PURCHASE AGREEMENTS
Upon completion of our acquisition by HSBC, our agreements to purchase shares of
Household common stock on a forward basis were converted into agreements to
purchase HSBC Ordinary Shares on a forward basis. At March 31, 2003, we had
agreements to purchase, on a forward basis, approximately 5.3 million HSBC
Ordinary Shares at a weighted-average forward price of $17.74 per share. As a
result of settlements under our outstanding forward purchase agreements prior to
March 29, 2003, we received 2.9 million
10
shares of Household common stock at an average cost of $57.34 per share during
the current quarter. On April 30, 2003, we elected to net cash settle all open
forward purchase agreements with the counterparty which resulted in a payment of
approximately $36.7 million being made to the counterparty.
10. COMPREHENSIVE INCOME
Comprehensive income (loss) was ($36.3) million for the three day period ended
March 31, 2003 (successor) and $396.3 million for the eighty-seven day period
ended March 28, 2003 (predecessor). Comprehensive income was $827.8 million for
the quarter ended March 31, 2002 (predecessor).
The components of accumulated other comprehensive income (loss) were as follows:
- -------------------------------------------------------------------------------------------
March 31, December 31,
(In millions) 2003 2002
- -------------------------------------------------------------------------------------------
Unrealized losses on cash flow hedging instruments $(43.8) $(736.5)
Unrealized (losses) gains on investments and interest-only strip
receivables (6.6) 319.3
Foreign currency translation adjustments 4.4 (277.7)
- -------------------------------------------------------------------------------------------
Accumulated other comprehensive income (loss) $(46.0) $(694.9)
===========================================================================================
11. STOCK-BASED COMPENSATION
In 2002, we adopted the fair value method of accounting for our stock option and
employee stock purchase plans. We elected to recognize stock compensation cost
prospectively for all new awards granted under those plans beginning January 1,
2002 as provided under SFAS No. 148, "Accounting for Stock-Based Compensation -
Transition and Disclosure (an amendment of FASB Statement No. 123)" ("SFAS No.
148"). Prior to 2002, we applied the recognition and measurement provisions of
APB No. 25, "Accounting for Stock Issued to Employees" in accounting for those
plans. No compensation expense for these plans is reflected in net income for
the quarter ended March 31, 2002 as all employee stock options granted prior to
January 1, 2002 had an exercise price equal to the market value of the
underlying common stock on the date of grant and the purchase price for the
shares issued under the employee stock purchase plan was not less than 85
percent of the market price. Because option expense is recognized over the
vesting period of the awards, generally four years, compensation expense
included in the determination of net income for the predecessor and successor
periods in 2003 is less than that which would have been recognized if the fair
value method had been applied to all awards since the original effective date of
FASB Statement No. 123.
In conjunction with the HSBC merger, outstanding stock options and restricted
stock rights ("RSRs") granted under our various equity plans were assumed by
HSBC and converted into options to purchase or rights to receive ordinary shares
of HSBC. Stock options and RSRs which were issued prior to November 2002 vested
upon completion of the merger. The employee stock purchase plan was terminated
on March 7, 2003 and Household stock was purchased on that date. These shares of
Household common stock were converted into HSBC shares at the time of the
merger. All rights to HSBC shares were adjusted based upon the agreed-upon
merger exchange ratio as described in Note 2.
11
The following table illustrates the effect on net income if the fair value
method had been applied to all outstanding and unvested awards in each period.
March 29 January 1 Three months
Through through ended
March 31, March 28, March 31,
2003 2003 2002
(In millions) (Successor) (Predecessor) (Predecessor)
- ---------------------------------------------------------------------------------------------------------
Net income, as reported $9.7 $245.7 $491.0
Add stock-based employee compensation expense included in
reported net income, net of tax:
Stock option and employee stock purchase plans -- 6.6 --
Restricted stock rights -- 11.5 8.5
Deduct stock-based employee compensation expense determined
under the fair value method, net of tax:
Stock option and employee stock purchase plans -- (52.6) (7.1)
Restricted stock rights -- (11.5) (8.5)
- ---------------------------------------------------------------------------------------------------------
Pro forma net income $9.7 $199.7 $483.9
=========================================================================================================
The pro forma compensation expense included in the table above may not be
representative of the actual effects on net income for future years.
12. NEW ACCOUNTING PRONOUNCEMENTS
In January 2003, the FASB issued FASB Interpretation Number 46, "Consolidation
of Variable Interest Entities" ("Interpretation No. 46"). Interpretation No. 46
clarifies the application of Accounting Research Bulletin Number 51,
"Consolidated Financial Statements" to certain entities in which equity
investors do not have the characteristics of a controlling financial interest or
do not have sufficient equity at risk for the entity to finance its activities
without additional subordinated financial support from other parties. Qualifying
special purpose entities as defined by FASB Statement Number 140, "Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities" are excluded from the scope of Interpretation No. 46.
Interpretation No. 46 applies immediately to all variable interest entities
created after January 31, 2003 and is effective for fiscal periods beginning
after July 1, 2003 for existing variable interest entities. The adoption of
Interpretation No. 46 is currently not expected to have a material impact to our
financial position or results of operations.
On April 30, 2003, the Financial Accounting Standards Board issued Statement
Number 149, "Amendment of Statement 133 on Derivative Instruments and Hedging
Activities" ("SFAS No. 149"). This statement amends and clarifies accounting for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities under Statement Number 133. SFAS No.
149 is effective for contracts entered into or modified after June 30, 2003,
except as stated below and for hedging relationships designated after June 30,
2003. The guidelines are to be applied prospectively. The provisions of SFAS 149
that relate to Statement 133 implementation issues that have been effective for
fiscal quarters that began prior to June 15, 2003, should continue to be applied
in accordance with their respective effective dates. We do not expect SFAS No.
149 will have a material impact to our financial position or results of
operations.
The Financial Accounting Standards Board issued Statement Number 150,
"Accounting for Financial Instruments with Characteristics of Liabilities,
Equity, or Both" ("SFAS No. 150") in the second quarter of 2003. This limited
scope statement prescribes changes to the classification of preferred securities
of subsidiary trusts and the accounting for forward purchase contracts issued by
a company in its own stock. SFAS No. 150 requires all preferred securities of
subsidiary trusts to be classified as debt on the consolidated balance sheet and
the related dividends as interest expense. Upon adoption of SFAS No. 150, we
will be required to reclassify company obligated mandatorily redeemable
preferred securities of subsidiary trusts totaling $1,021.9 million to senior
and senior subordinated debt. Dividends on these securities are currently
reported as interest expense in our consolidated statements of income. SFAS No.
150 also requires that all forward purchase contracts issued by a company in its
12
own stock with alternative settlement methods be recorded as an asset or
liability and measured at fair value with changes in fair value recorded in
earnings. The statement is effective for financial instruments entered into
after May 31, 2003. We do not expect adoption of SFAS No. 150 will have a
material impact to our financial position or results of operations.
13. SEGMENT REPORTING
We have three reportable segments: Consumer, Credit Card Services and
International. Our Consumer segment consists of our consumer lending, mortgage
services, retail services and auto finance businesses. Our Credit Card Services
segment consists of our domestic MasterCard and Visa credit card business. Our
International segment consists of our foreign operations in the United Kingdom
and Canada. There has been no change in the basis of our segmentation or in the
measurement of segment profit as compared with the presentation in our Annual
Report on Form 10-K for the year ended December 31, 2002.
We allocate resources and provide information to management for decision making
on a managed basis. Therefore, an adjustment is required to reconcile the
managed financial information to our reported financial information in our
consolidated financial statements. This adjustment reclassifies net interest
margin, fee income and loss provision into securitization revenues. Income
statement information included in the table for the three months ended March 31,
2003 combines January 1 through March 28, 2003 (the "predecessor period") and
March 29 to March 31, 2003 (the "successor period") in order to present
"combined" financial results for the three month period. Fair value adjustments
related to purchase accounting and related amortization have been allocated to
Corporate, which is included in the "All Other" caption within our segment
disclosure.
13
Reportable Segments - Managed Basis
Credit Card Inter- All
(In millions) Consumer Services national Other Totals
- ---------------------------------------------------------------------------------------------------------
Three months ended March 31, 2003
Net interest margin $ 1,738.2 $ 478.6 $ 179.1 $ (37.3) $ 2,358.6
Fee income 105.7 326.3 18.6 1.1 451.7
Other revenues, excluding fee income 8.7 58.0 72.7 367.6 507.0
Intersegment revenues 25.9 8.6 2.6 (.7) 36.4
Provision for credit losses 939.8 391.2 84.9 (.3) 1,415.6
Net income 216.3 127.8 31.2 (95.6) 279.7
Operating net income 216.3 127.8 31.2 71.7//(6)// 447.0
Receivables 80,474.7 17,157.8 9,117.8 943.8 107,694.1
Assets 83,406.1 19,753.6 10,484.6 26,901.9 140,546.2
- ---------------------------------------------------------------------------------------------------------
Three months ended March 31, 2002
Net interest margin $ 1,658.2 $ 417.8 $ 153.4 $ 23.8 $ 2,253.2
Fee income 88.6 270.5 10.1 2.7 371.9
Other revenues, excluding fee income 165.4 66.9 53.3 312.2 597.8
Intersegment revenues 35.8 10.0 2.3 (.5) 47.6
Provision for credit losses 921.0 370.6 62.1 33.1 1,386.8
Net income 307.2 77.4 25.8 95.2 505.6
Receivables 76,987.6 16,194.8 7,000.6 994.7 101,177.7
Assets 79,184.6 17,256.2 8,314.8 16,142.2 120,897.8
- ---------------------------------------------------------------------------------------------------------
Managed Owned
Adjustments/ Basis Basis
Reconciling Consolidated Securitization Consolidated
(In millions) Items Totals Adjustments Totals
- ---------------------------------------------------------------------------------------------------------
Three months ended March 31, 2003
Net interest margin $ -- $ 2,358.6 $ (725.6)//(4)// $ 1,633.0
Fee income -- 451.7 (154.6)//(4)// 297.1
Other revenues, excluding fee income (36.4)//(1)// 470.6 472.9//(4)// 943.5
Intersegment revenues (36.4)//(1)// -- -- --
Provision for credit losses 1.3//(2)// 1,416.9 (407.3)//(4)// 1,009.6
Net income (24.3) 255.4 -- 255.4
Operating net income (24.3) 422.7 -- 422.7
Receivables -- 107,694.1 (24,255.7)//(5)// 83,438.4
Assets (8,874.7)//(3)// 131,671.5 (24,255.7)//(5)// 107,415.8
- ---------------------------------------------------------------------------------------------------------
Three months ended March 31, 2002
Net interest margin $ -- $ 2,253.2 $ (656.3)//(4)// $ 1,596.9
Fee income -- 371.9 (155.4)//(4)// 216.5
Other revenues, excluding fee income (47.6)//(1)// 550.2 372.4//(4)// 922.6
Intersegment revenues (47.6)//(1)// -- -- --
Provision for credit losses (24.5)//(2)// 1,362.3 (439.3)//(4)// 923.0
Net income (14.6) 491.0 -- 491.0
Receivables -- 101,177.7 (21,583.2)//(5)// 79,594.5
Assets (9,471.9)//(3)// 111,425.9 (21,583.2)//(5)// 89,842.7
- ---------------------------------------------------------------------------------------------------------
//(1)// Eliminates intersegment revenues.
//(2)// Eliminates bad debt recovery sales and reclassifies loss reserves
between operating segments.
//(3)// Eliminates investments in subsidiaries and intercompany borrowings.
//(4)// Reclassifies net interest margin, fee income and loss provisions
relating to securitized receivables to other revenues.
//(5)// Represents receivables serviced with limited recourse.
//(6)// Net income excluding acquisition related costs of $170.9 million,
after-tax, and $3.6 million of net income related to amortization of
purchase accounting adjustments. This is a non-GAAP measurement which is
presented for comparison of our operating trends only.
14
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Household International, Inc. and Subsidiaries
FINANCIAL HIGHLIGHTS
- -----------------------------------------------------------------------------------------------------------------------------
Combined three months ended Three months ended
March 31, March 31,
(Dollar amounts are in millions) 2003 2002
- -----------------------------------------------------------------------------------------------------------------------------
Net income $ 255.4//(1)// $ 491.0
Net interest margin 1,633.0 1,596.9
Provision for credit losses on owned receivables 1,009.6 923.0
Owned Basis Ratios:
Return on average owned assets 1.02%//(1)// 2.18%
Return on average common shareholder's (s') equity 9.8//(1)// 23.5
Net interest margin 7.29//(1)// 7.82
Consumer net charge-off ratio, annualized 4.22 3.61
Reserves as a percentage of net charge-offs 99.6 100.1
Efficiency ratio//(2)// 47.8//(1)// 37.1
Managed Basis Ratios://(3)//
Return on average managed assets .82%//(1)// 1.76%
Net interest margin 8.30//(1)// 8.74
Consumer net charge-off ratio, annualized 4.75 4.09
Reserves as a percentage of net charge-offs 103.3 100.5
Efficiency ratio//(2)// 41.7//(1)// 31.8
- -----------------------------------------------------------------------------------------------------------------------------
March 31, December 31,
(Dollar amounts are in millions) 2003 2002
- -----------------------------------------------------------------------------------------------------------------------------
Owned Basis:
Total assets $107,415.8 $ 97,860.6
Receivables 83,438.4 82,562.3
Two-month-and-over contractual delinquency ratio 5.50% 5.34%
Reserves as a percentage of receivables 4.17 4.04
Reserves as a percentage of nonperforming loans 92.7 94.5
Managed Basis://(3)//
Total assets $131,671.5 $122,794.1
Receivables 107,694.1 107,495.8
Common and preferred equity to managed assets 11.94% 8.48%
Tangible shareholder's (s') equity to tangible managed assets//(4)////(5)// 6.98 9.08
Tangible common equity to tangible managed assets//(4)////(6)// 4.79 6.83
Two-month-and-over contractual delinquency ratio 5.36 5.24
Reserves as a percentage of receivables 4.88 4.74
Reserves as a percentage of nonperforming loans 111.3 112.6
- ---------------------------------------------------------------------------------------------------------------------------
//(1)// The following non-GAAP financial information is provided for comparison
of our operating trends only and should be read in conjunction with our owned
basis GAAP financial information. For 2003, the operating results, percentages
and ratios exclude $170.9 million (after-tax) of HSBC acquisition related costs
incurred by Household and $3.6 million of net income relating to amortization of
preliminary purchase accounting adjustments.
- -----------------------------------------------------------------------------------------------------------------------------
Combined three months ended Three months ended
March 31, March 31,
2003 2002
- -----------------------------------------------------------------------------------------------------------------------------
Operating net income (in millions) $422.7 $491.0
Return on average owned assets 1.69% 2.18%
Return on average common shareholder's (s') equity 17.1 23.5
Owned basis net interest margin 7.26 7.82
Owned basis efficiency ratio 40.7 37.1
Return on average managed assets 1.36 1.76
Managed basis net interest margin 8.27 8.74
Managed basis efficiency ratio 35.5 31.8
//(2)// Ratio of total costs and expenses less policyholders' benefits to net
interest margin and other revenues less policyholders' benefits.
//(3)// We monitor our operations and evaluate trends on both an owned basis as
shown in our financial statements and on a managed basis. Managed basis
reporting adjustments assume that securitized receivables have not been sold and
are still on our balance sheet. Managed basis information is intended to
supplement, and should not be considered a substitute for, owned basis reporting
and should be read in conjunction with reported owned basis results.
//(4)// Tangible shareholder's (s') equity to tangible managed assets ("TETMA")
and tangible common equity to tangible managed assets are non-GAAP financial
ratios that are used by certain rating agencies as a measure to evaluate capital
adequacy. These ratios may differ from similarly named measures presented by
other companies. Because of its long-term subordinated nature and our ability to
defer dividends, those rating agencies consider our trust preferred securities
as equity in calculating these ratios. Because they include obligations to
purchase HSBC ordinary shares in 2006, we include our Adjustable Conversion-Rate
Equity Security Units as equity in calculating TETMA. Excluding the impact of
"push-down" accounting on our assets and common shareholder's equity, TETMA
would have been 8.78% at March 31, 2003. Common and preferred equity to total
managed assets, the most directly comparable GAAP financial measure to TETMA, is
also presented in our financial highlights.
//(5)// Tangible shareholder's (s') equity consists of common shareholder's (s')
equity (excluding unrealized gains and losses on investments and cash flow
hedging instruments), preferred stock, company obligated mandatorily redeemable
preferred securities of subsidiary trust and Adjustable Conversion-Rate Equity
Security Units, less acquired intangibles and goodwill. Tangible managed assets
represents total managed assets less acquired intangibles, goodwill and
derivative financial assets.
//(6)// Tangible common equity consists of common shareholder's (s') equity
(excluding unrealized gains and losses on investments and cash flow hedging
instruments) less acquired intangibles and goodwill. Tangible managed assets
represents total managed assets less acquired intangibles, goodwill and
derivative financial assets.
15
BASIS OF REPORTING
Management's Discussion and Analysis of Financial Condition and Results of
Operations should be read in conjunction with the condensed consolidated
financial statements, notes and tables included elsewhere in this report and in
the Household International, Inc. Annual Report on Form 10-K for the year ended
December 31, 2002 (the "2002 Form 10-K"). Management's discussion and analysis
may contain certain statements that may be forward-looking in nature within the
meaning of the Private Securities Litigation Reform Act of 1995. Our results may
differ materially from those noted in the forward-looking statements.
Forward-looking statements are typically identified by words or phrases such as
"believe", "expect", "anticipate", "intend", "may", "will", "should", "would"
and "could". Forward-looking statements involve risks and uncertainties and are
based on current views and assumptions. For a list of important factors that may
affect our actual results, see our 2002 Form 10-K. In addition, as a subsidiary
of HSBC, we may be affected by decisions made by HSBC or the perception
investors, regulators or rating agencies have of HSBC. Such decisions and
perceptions may also affect our forward-looking statements.
We monitor our operations and evaluate trends on a managed basis which assumes
that securitized receivables have not been sold and are still on our balance
sheet. We manage our operations on a managed basis because the receivables that
we securitize are subjected to underwriting standards comparable to our owned
portfolio, are serviced by operating personnel without regard to ownership and
result in a similar credit loss exposure for us. In addition, we fund our
operations, review our operating results and make decisions about allocating
resources such as employees and capital on a managed basis. See Note 13 "Segment
Reporting," to the accompanying condensed consolidated financial statements for
additional information related to our results on a managed basis.
Management's discussion and analysis is presented on an owned basis of reporting
unless specifically noted. On an owned basis of reporting, net interest margin,
provision for credit losses and fee income resulting from securitized
receivables are included as components of securitization revenue.
MERGER WITH HSBC
On March 28, 2003, HSBC Holdings plc ("HSBC") completed its acquisition of
Household by way of merger with H2 Acquisition Corporation ("H2"), a
wholly-owned subsidiary of HSBC, in a purchase business combination (see Note
2). Subsequent to the merger, H2 was renamed "Household International, Inc." In
accordance with the guidelines for accounting for business combinations, the
purchase price paid by HSBC plus related purchase accounting adjustments have
been "pushed-down" and recorded in our financial statements for periods
subsequent to March 28, 2003, resulting in a new basis of accounting for the
"successor" period beginning March 29, 2003. As of the acquisition date, we
recorded our assets and liabilities at their estimated fair values. Due to the
recent timing of the acquisition, these fair value adjustments represent
preliminary estimates and are subject to further adjustment as additional
information, appraisals, or other valuation data are obtained. Information for
all "predecessor" periods prior to the merger is presented on the historical
basis of accounting.
To assist in the comparability of our financial results and to make it easier to
discuss and understand our results of operations, the following discussion
combines the "predecessor period" (January 1 to March 28, 2003) with the
"successor period" (March 29 to March 31, 2003) to present "combined" quarterly
results for the three months ended March 31, 2003.
Our operating results for the quarter ended March 31, 2003 do not reflect or
assume any changes to our business as a result of the merger. Though we are
still in the early stages of evaluating the impact that the merger may have on
our operations, we have identified the following items as near term priorities:
. Funding benefits - we currently anticipate using HSBC's available
funding to partially fund our operations. This will reduce our
reliance on the debt markets. In addition, we anticipate lower funding
costs because we are now a subsidiary of HSBC.
. Technology integration.
16
. Exporting and using our consumer credit business models and "best
practices" into HSBC's operations.
. Expanding business opportunities including broader consumer product
offerings and leveraging our existing business to business with HSBC's
capabilities.
. Global processing opportunities.
It is too early to quantify the financial impact, if any, these business
modifications may have with respect to Household.
OPERATIONS SUMMARY
Our net income was $255.4 million in the first quarter of 2003 and $491.0
million in the first quarter of 2002. Operating net income (a non-GAAP financial
measurement of net income excluding HSBC acquisition related costs incurred by
Household of $170.9 million, after-tax, and amortization of purchase accounting
adjustments which increased net income by $3.6 million) was $422.7 million in
the first quarter of 2003, a 14% decrease from 2002 net income. HSBC acquisition
related costs include payments to executives under existing employment contracts
and investment banking, legal and other costs relating to our acquisition by
HSBC. We believe operating net income is an important measure in evaluating
trends for comparative purposes. Although average receivables grew compared to
the prior year quarter, our operating results declined due to lower
securitization activity in the current quarter, higher credit loss provision due
to higher charge-offs, and higher operating expenses to support receivables
growth including increased legal and compliance costs.
SEGMENT RESULTS - MANAGED BASIS
Our Consumer segment reported net income of $216.3 million in the current
quarter compared to $307.2 million in the year-ago quarter. Increases in net
interest margin and fee income due to higher receivable levels were more than
offset by significantly lower other revenues as a result of a decline in
receivables securitized during the first quarter of 2003 and the impact of
higher securitization levels in 2002 as a result of our liquidity management
plans. Net income was also negatively impacted by higher credit loss provision
due to higher charge-offs and higher operating expenses. Credit loss provision
rose $18.8 million to $939.8 million as a result of increased levels of
receivables and higher charge-offs. In the first quarter of 2003, we increased
managed loss reserves by recording loss provision greater than charge-offs of
$69.6 million compared with $254.7 million in the first quarter of 2002. Higher
operating expenses were the result of additional operating costs to support the
increased receivable levels and higher compliance costs. Managed receivables
grew to $80.5 billion at March 31, 2003, compared to $79.4 billion at December
31, 2002 and $77.0 billion at March 31, 2002. The managed receivable growth
related primarily to our real estate secured receivables. Consumer Lending
branch growth, however, in the first quarter of 2003 reflected weak sales
momentum following our intentional fourth quarter slowdown and higher run-off.
Return on average managed assets ("ROMA") was 1.04 percent in the first quarter
of 2003, compared to 1.55 percent in the year-ago quarter. The decline in the
ratio reflects lower securitization revenue and higher operating expenses.
Our Credit Card Services segment reported improved results as net income
increased to $127.8 million for the quarter, compared to $77.4 million for the
year-ago quarter. The increase was due primarily to increased net interest
margin which increased $60.8 million to $478.6 million as a result of higher
receivable levels and margin spreads. Net interest margin as a percent of
average receivables increased in the quarter as a result of lower funding costs
and pricing floors which capped rate reductions on certain variable rate credit
card products. Credit loss provision increased $20.6 million as a result of the
higher receivable levels and the continued weak economy. In the first quarter of
2003, we increased managed loss reserves by recording loss provision greater
than charge-offs of $58.3 million compared with $64.5 million in the first
quarter of 2002. Managed receivables were $17.2 billion at March 31, 2003,
compared to $18.1 billion at year-end 2002 and $16.2 billion at March 31,
17
2002. The decrease from year-end was due to normal seasonal runoff. ROMA
improved to 2.50 percent for the quarter, compared to 1.75 percent for the prior
year quarter.
Our International segment reported net income of $31.2 million for the first
quarter compared to $25.8 million for the year-ago quarter. Net interest margin
increased 17 percent to $179.1 million in the first quarter of 2003 due to
higher receivable levels. Other revenues, excluding fee income, increased $19.4
million to $72.7 million for the first quarter of 2003 primarily as a result of
higher securitization and insurance revenue. Credit loss provision rose $22.8
million to $84.9 million primarily as a result of increased levels of
receivables. Managed receivables totaled $9.1 billion at March 31, 2003,
compared to $8.8 billion at year-end 2002, and $7.0 billion at March 31, 2002.
Compared to the prior periods, all products reported growth. The increase as
compared to the prior year quarter was also impacted by favorable translation
adjustments of $.9 billion. ROMA was 1.21 percent in the current year quarter
and 1.24 percent in the prior year quarter.
BALANCE SHEET REVIEW
Increase (decrease) from Increase (decrease) from
December 31, 2002 March 31, 2002
March 31, ------------------------ ------------------------
(All dollar amounts are stated in millions) 2003 $ % $ %
- -------------------------------------------------------------------------------------------------------------
Real estate secured $47,256.6 $1,438.1 3.1% $1,627.7 3.6%
Auto finance 2,156.2 132.4 6.5 (446.7) (17.2)
MasterCard/(1)//Visa/(1)/ 8,452.5 (494.0) (5.5) 1,482.3 21.3
Private label 11,189.4 (150.2) (1.3) 501.0 4.7
Personal non-credit card/(2)/ 13,927.0 (43.9) (0.3) 714.0 5.4
Commercial and other 456.7 (6.3) (1.4) (34.4) (7.0)
- -------------------------------------------------------------------------------------------------------------
Total owned receivables $83,438.4 $ 876.1 1.1% $3,843.9 4.8%
=============================================================================================================
/(1)/ MasterCard is a registered trademark of MasterCard International,
Incorporated and Visa is a registered trademark of VISA USA, Inc.
/(2)/ Personal non-credit card receivables are comprised of the following:
March 31, December 31, March 31,
(In millions) 2003 2002 2002
- --------------------------------------------------------------------------------
Domestic personal unsecured $ 6,503.5 $ 6,446.5 $ 6,379.2
Union Plus personal unsecured 977.6 1,095.4 1,065.0
Personal homeowner loans 3,974.2 4,143.5 4,055.0
Foreign unsecured 2,471.7 2,285.5 1,713.8
- --------------------------------------------------------------------------------
Total personal non-credit card $13,927.0 $13,970.9 $13,213.0
================================================================================
Owned receivables of $83.4 billion at March 31, 2003 increased $3.8 billion from
a year ago. Growth in dollars of receivables was strongest in our real estate
secured portfolio, which increased 4 percent over the year-ago period, despite
whole loan sales of $5.4 billion in the second half of 2002. Auto finance
receivables decreased $446.7 million to $2.2 billion at March 31, 2003. A strong
market driven by a favorable interest rate environment contributed to higher
auto finance originations, however, these originations were more than offset by
increased securitization activity in 2002. MasterCard and Visa receivables
increased $1.5 billion to $8.5 billion at March 31, 2003 despite increased
securitization activity in 2002. MasterCard and Visa growth was strongest in our
domestic subprime direct mail and UK marbles(TM) portfolios. Private label
receivables increased $501.0 million to $11.2 billion as organic growth by
existing merchants, strong sales growth by several of our larger merchants and a
$.5 billion portfolio acquisition were largely offset by increased
securitization activity in 2002. Growth in our branches contributed to the
growth in personal non-credit card receivables, but was partially offset through
securitization activity in 2002.
Compared to December 31, 2002, growth in our real estate secured portfolio due
to higher secondary market mortgage acquisitions and in our auto finance
portfolio due to lower securitization levels were partially offset by seasonal
run-off in our MasterCard and Visa and private label credit card portfolios.
18
Owned consumer two-months-and-over contractual delinquency as a percent of owned
consumer receivables was 5.50 percent at March 31, 2003, compared with 5.34
percent at December 31, 2002 and 4.63 percent at March 31, 2002. The annualized
consumer owned charge-off ratio in the first quarter of 2003 was 4.22 percent,
compared with 3.87 percent in the prior quarter and 3.61 percent in the year-ago
quarter. See "Credit Loss Reserves" and "Credit Quality" for further discussion.
LIQUIDITY AND CAPITAL RESOURCES
The merger with HSBC has improved our access to the capital markets and
decreased our funding costs. Following completion of the merger with HSBC,
Standard & Poor's upgraded our long-term debt rating to "A" and our short-term
debt rating to "A-1"; Moody's Investors Service placed our long-term debt
ratings on review for possible upgrade and Fitch Ratings confirmed our debt
ratings and removed us from "Ratings Watch Evolving." These revised ratings and
actions also apply to our principal borrowing subsidiaries, including Household
Finance Corporation ("HFC").
Significant liquidity and capital transactions during the first quarter of 2003,
included the following:
. We reduced our domestic outstanding commercial paper balance.
Outstanding domestic commercial paper at March 31, 2003 was $3.1
billion, a $1.0 billion reduction from December 31, 2002.
. We reduced our investment security liquidity portfolio from $3.9
billion at December 31, 2002, of which $2.2 billion was dedicated to
our credit card bank, to $3.4 billion at March 31, 2003, of which $1.9
billion was dedicated to our credit card bank. As the maintenance of
this portfolio adversely impacts our net interest margin and net
income due to the lower return generated by these assets, we plan to
reduce the non-bank portion of this portfolio given the increased
available liquidity arising from HSBC affiliates and clients. Our
insurance subsidiaries held $3.2 billion of investment securities at
March 31, 2003 compared with $3.1 billion at December 31, 2002.
. We issued $350.0 million of domestic medium-term notes, $1.6 billion
in foreign currency-denominated bonds and $2.05 billion of global
debt.
. We issued $271.2 million of InterNotes(SM) (retail-oriented
medium-term notes).
. In the first quarter of 2002, we accelerated securitizations which
were planned for later in 2002. As a result, initial securitizations
in the first quarter of 2003 were lower than prior year levels. The
composition of receivables securitized (excluding replenishments of
certificateholder interests) was as follows:
Three months ended
March 31,
-------------------
(In millions) 2003 2002
---------------------------------------------------------------------------
MasterCard/Visa $ 320.0 $ 600.0
Auto finance 410.8 425.0
Private label -- 500.0
Personal non-credit card 510.0 902.7
---------------------------------------------------------------------------
Total $1,240.8 $2,427.7
===========================================================================
. We repurchased 2.9 million shares of our common stock, for a total of
$164.1 million.
. We redeemed outstanding shares of our $4.30, $4.50 and 5.00 percent
cumulative preferred stock pursuant to their respective terms.
Additionally, the outstanding shares of our 7.625, 7.60, 7.50 and 8.25
percent preferred stock were converted into the right to receive cash
from HSBC in an amount equal to their liquidation value, plus accrued
and unpaid dividends which was an
19
aggregate amount of $1.1 billion. In consideration of HSBC transfering
sufficient funds to make the payments described above with respect to
our 7.625, 7.60, 7.50, and 8.25 percent preferred stock, we issued a
new series of 6.5% cumulative preferred stock in the amount of $1.1
billion to HSBC on March 28, 2003.
Our ratio of tangible shareholders' equity to tangible managed assets ("TETMA")
was 6.98 percent at March 31, 2003 compared to 9.08 percent at December 31,
2002. Tangible common equity to tangible managed assets was 4.79 percent at
March 31, 2003 compared to 6.83 percent at December 31, 2002. These ratios
represent non-GAAP financial ratios that are used by certain rating agencies to
evaluate capital adequacy and may differ from similarly named measures presented
by other companies. These ratios were negatively impacted by the preliminary
purchase accounting adjustments which were "pushed down" to Household which
increased goodwill by approximately $5.9 billion, and increased acquired
intangibles by approximately $1.5 billion, while increasing common equity by
approximately $5.6 billion. Excluding the impact of "push-down" accounting on
our assets and common shareholder's equity, TETMA would have been 8.78 percent
at March 31, 2003. We are committed to maintaining at least a mid single "A"
rating and will be reviewing appropriate capital levels with our rating
agencies. Common and preferred equity to total managed assets, the most directly
comparable GAAP financial measure to TETMA, was 11.94 percent at March 31, 2003
and 8.48 percent at December 31, 2002. Because of its long-term subordinated
nature and our ability to defer dividends, certain rating agencies consider our
company obligated mandatorily redeemable preferred securities of subsidiary
trusts as equity in calculating TETMA. Because they include obligations to
purchase HSBC ordinary shares in 2006, we include our Adjustable Conversion-Rate
Equity Security Units as equity in calculating TETMA.
Commercial paper, bank and other borrowings decreased to $5.7 billion at
March 31, 2003 from $6.1 billion at year-end. Senior and senior subordinated
debt (with original maturities over one year) was $78.1 billion at March 31,
2003 and $74.8 billion at December 31, 2002. Approximately $2.6 billion of the
increase was due to preliminary purchase accounting adjustments which have been
"pushed down" to record our debt at fair value.
Our banking subsidiary is subject to the supervision of the Office of the
Comptroller of the Currency ("OCC") and the Federal Deposit Insurance
Corporation ("FDIC") and is well capitalized at March 31, 2003.
On January 30, 2003, we completed the sale of substantially all of the remaining
assets and liabilities of Household Bank, f.s.b. (the "Thrift") to a third party
at approximately their book value. We subsequently received confirmation from
the Office of Thrift Supervision that they terminated the Thrift's existence as
a federal savings bank at the close of business on January 30, 2003.
Securitizations and Secured Financings Securitizations (which are structured to
receive sale treatment under Statement of Financial Accounting Standards No. 140
("SFAS No. 140") and secured financings (which do not receive sale treatment
under SFAS No. 140) of consumer receivables have been, and will continue to be,
a source of liquidity for us. Securitizations and secured financings are used to
limit our reliance on the unsecured debt markets and often are more
cost-effective than alternative funding sources.
In a securitization, a designated pool of non-real estate consumer receivables
is removed from the balance sheet and transferred to an unaffiliated trust. This
unaffiliated trust is a qualifying special purpose entity ("QSPE") as defined by
SFAS No. 140 and, therefore, is not consolidated. The QSPE funds its receivable
purchase through the issuance of securities to investors, entitling them to
receive specified cash flows during the life of the securities. The securities
are collateralized by the underlying receivables transferred to the QSPE. At the
time of sale, an interest-only strip receivable is recorded, representing the
present value of the cash flows we expect to receive over the life of the
securitized receivables, net of estimated credit losses. Under the terms of the
securitizations, we receive annual servicing fees on the outstanding balance of
the securitized receivables and the rights to future residual cash flows on the
sold receivables after the investors receive their contractual return. Cash
flows related to the interest-only strip receivables and servicing the
receivables are collected over the life of the underlying securitized
receivables.
20
In a secured financing, a designated pool of receivables, typically real estate
secured, are conveyed to a wholly owned limited purpose subsidiary which in turn
transfers the receivables to a trust which 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
No. 140. Therefore, the receivables and the underlying debt of the trust remain
on our balance sheet. We do not recognize a gain in a secured financing
transaction. Because the receivables and the debt remain on our balance sheet,
revenues and expenses are reported consistently with our owned balance sheet
portfolio. Using this source of funding results in similar cash flows as issuing
debt through alternative funding sources. As of March 31, 2003, closed-end real
estate secured receivables totaling $7.8 billion secured $6.7 billion of
outstanding debt related to these transactions. At December 31, 2002, closed-end
real estate secured receivables totaling $8.5 billion secured $7.5 billion of
outstanding debt related to these transactions.
Our securitized receivables totaled $24.3 billion at March 31, 2003, compared to
$24.9 billion at December 31, 2002. We believe the market for securities backed
by receivables is a reliable, efficient and cost-effective source of funds. At
March 31, 2003, securitizations structured as sales represented 22 percent and
secured financings represented 6 percent of the funding associated with our
managed portfolio. At December 31, 2002, securitizations structured as sales
represented 23 percent and secured financings represented 7 percent of the
funding associated with our managed portfolio.
RESULTS OF OPERATIONS
Unless noted otherwise, the following discusses amounts reported in our owned
basis statements of income.
Net interest margin Our net interest margin on an owned basis increased 2
percent from the prior-year quarter to $1.6 billion in the first quarter of
2003. The increase was primarily due to receivables growth and lower funding
costs.
Net interest margin as a percent of average interest-earning assets, annualized,
was 7.29 percent in the first quarter of 2003 and 7.82 percent in the year-ago
quarter. The decrease in 2003 was attributable to lower yields on our
receivables due to repricings and to our liquidity-related investment portfolio
which was substantially increased after the first quarter of 2002 and has lower
yields than our receivable portfolio. This decrease was partially offset by
lower funding costs.
Our net interest margin on a managed basis includes finance income earned on our
owned receivables as well as on our securitized receivables. This finance income
is offset by interest expense on the debt recorded on our balance sheet as well
as the contractual rate of return on the instruments issued to investors when
the receivables were securitized. Managed basis net interest margin increased 5
percent from the prior-year quarter to $2.4 billion in the first quarter of 2003
due to higher receivable levels and lower funding costs. Net interest margin as
a percent of average managed interest-earning assets, annualized, was 8.30
percent in the current quarter, compared to 8.74 percent in the year-ago
quarter. The decrease in 2003 was attributable to lower yields on our
receivables due to repricings and to our liquidity-related investment portfolio
which was substantially increased after the first quarter of 2002 and has lower
yields than our receivable portfolio. This decrease was partially offset by
lower fundings costs.
Net interest margin as a percent of receivables on a managed basis is greater
than on an owned basis because the managed basis portfolio includes relatively
more unsecured loans, which have higher yields.
Provision for credit losses The provision for credit losses for receivables
totaled $1.0 billion for the first quarter of 2003, compared to $923.0 million
in the prior-year quarter. The provision as a percent of average owned
receivables, annualized, was 4.85 percent in the first quarter of 2003, compared
to 4.62 percent in the first quarter of 2002. Receivables growth, increases in
personal bankruptcy filings, higher delinquencies and the weak economy
contributed to the higher provision. We recorded owned loss provision greater
than charge-offs of $135.7 million during the first quarter. The provision for
credit losses
21
may vary from quarter to quarter, depending on the product mix and credit
quality of loans in our portfolio. See Note 5, "Credit Loss Reserves" to the
accompanying condensed consolidated financial statements for further discussion
of factors affecting the provision for credit losses.
Other revenues Total other revenues on an owned basis were $1.2 billion in the
first quarter of 2003 and $1.1 billion in the first quarter of 2002 and included
the following:
Combined Three months
Three months ended ended
March 31, March 31,
(In millions) 2003 2002
- --------------------------------------------------------------------------------
Securitization revenue $ 441.1 $ 518.3
Insurance revenue 177.3 170.1
Investment income 81.3 46.2
Fee income 297.1 216.5
Other income 243.8 188.0
- --------------------------------------------------------------------------------
Total other revenues $1,240.6 $1,139.1
================================================================================
Securitization revenue is the result of the securitization of our receivables
and includes initial and replenishment gains on sale, net of our estimate of
probable credit losses under the recourse provisions, as well as servicing
revenue and excess spread. Securitization revenue was $441.1 million in the
first quarter of 2003, compared to $518.3 million in the prior-year quarter. The
decrease was due to decreases in the level of receivables securitized during the
first quarter of 2003 and lower excess spread. Securitization levels in the
first quarter of 2002 were higher as a result of our decision to accelerate the
timing of securitization activity planned for later in 2002. Securitization
revenue will vary each period based on the level and mix of receivables
securitized in that particular period (which will impact the gross initial gains
and related estimated probable credit losses under the recourse provisions). It
is also affected by the overall level and mix of previously securitized
receivables (which will impact servicing revenue and excess spread). The
estimate for probable credit losses for securitized receivables is also impacted
by the level and mix of current period securitizations because, depending upon
loss estimates and severities, securitized receivables with longer lives may
result in higher over-the-life losses than receivables securitized with shorter
lives.
Securitization revenue included the following:
Combined Three months
Three months ended ended
March 31, March 31,
(In millions) 2003 2002
- --------------------------------------------------------------------------------
Net initial gains $ 35.3 $ 74.4
Net replenishment gains 136.9 124.2
Servicing revenue and excess spread 268.9 319.7
- --------------------------------------------------------------------------------
Total $441.1 $518.3
================================================================================
Our interest-only strip receivables, net of the related loss reserve and
excluding the mark-to-market adjustment recorded in accumulated other
comprehensive income (loss), decreased $41.5 million in the first quarter of
2003 and increased $29.0 million in the year-ago period.
Insurance revenue was $177.3 million in the first quarter of 2003 compared to
$170.1 million in the year-ago period. The increase reflected increased sales in
our United Kingdom subsidiary.
Investment income, which includes interest income on investment securities in
the insurance business as well as realized gains and losses from the sale of
investment securities, was $81.3 million in the first quarter of 2003, compared
to $46.2 million in the year-ago period. The increase was primarily due to
22
higher realized gains from securities sales. Gains from security sales totaled
$38.0 million in the first quarter of 2003 compared with $1.1 million in the
year-ago period.
Fee income, which includes revenues from fee-based products such as credit
cards, was $297.1 million in the first quarter of 2003 compared to $216.5
million in the year-ago period. The increase was due to higher levels of credit
card fees from both credit card businesses.
See Note 13, "Segment Reporting," to the accompanying condensed consolidated
financial statements for additional information on fee income on a managed
basis.
Other income, which includes revenue from our tax refund lending business, was
$243.8 million in the first quarter of 2003, compared to $188.0 million in the
prior-year period. Higher revenues from our seasonal tax refund lending business
and our mortgage operations drove the increase in other income.
Expenses Total costs and expenses for the first quarter of 2003 were $1.4
billion compared to $1.1 billion in the comparable prior-year period. Excluding
HSBC acquisition related costs, costs and expenses were $1.2 billion in the
first quarter of 2003. Our owned basis efficiency ratio was 47.8 percent in the
first quarter of 2003 compared to 37.1 percent in the comparable prior-year
period. Excluding the acquisition related costs, our owned basis efficiency
ratio was 40.7 percent in the first quarter of 2003.
Total costs and expenses included the following:
Combined Three months
Three months ended ended
March 31, March 31,
(In millions) 2003 2002
- --------------------------------------------------------------------------------
Salaries and fringe benefits $ 508.6 $ 445.3
Sales incentives 39.1 54.1
Occupancy and equipment expense 101.2 92.2
Other marketing expenses 143.5 140.4
Other servicing and administrative expenses 322.9 231.7
Amortization of acquired intangibles 14.3 19.8
HSBC acquisition related costs incurred by
Household 198.2 --
Policyholders' benefits 94.0 84.0
- -------------------------------------------------------------------------------
Total costs and expenses $1,421.8 $1,067.5
===============================================================================
Salaries and fringe benefits for the first quarter of 2003 were $508.6 million
compared to $445.3 million in the first quarter of 2002. The increase was
primarily due to additional staffing as well as higher employee benefit
expenses.
Sales incentives for the first quarter of 2003 were $39.1 million compared to
$54.1 million in the comparable prior-year period. The decrease was due to lower
new loan volume in our branches and a reduction in the number of account
executives.
Occupancy and equipment expense for the first quarter of 2003 was $101.2 million
compared to $92.2 million in the comparable prior-year period. The increase was
primarily the result of higher repairs and occupancy maintenance costs.
Other marketing expenses of $143.5 million for the first quarter of 2003 were
comparable to $140.4 million in the same prior-year period.
Other servicing and administrative expenses for the first quarter of 2003 were
$322.9 million compared to $231.7 million in the comparable prior-year period.
The increase was primarily due to higher legal and compliance costs. Higher
collection expenses also contributed to the increase.
23
Amortization of acquired intangibles for the first quarter of 2003 was $14.3
million compared to $19.8 million in the comparable prior-year period. The
decrease was primarily attributable to acquired intangibles which were fully
amortized in 2002.
HSBC acquisition related costs incurred by Household for the first quarter of
2003 were $198.2 million. HSBC acquisition related costs include payments to
executives under existing employment contracts and investment banking, legal and
other costs relating to our acquisition by HSBC.
Policyholders' benefits for the first quarter of 2003 were $94.0 million
compared to $84.0 million in the comparable prior-year period. The increase
reflects higher sales in our United Kingdom subsidiary and higher loss rates.
CREDIT LOSS RESERVES
We maintain credit loss reserves to cover probable losses of principal, interest
and fees, including late, overlimit and annual fees. Credit loss reserves are
based on a range of estimates and intended to be adequate but not excessive. We
estimate probable losses for consumer receivables based on delinquency and
restructure status and past loss experience. Credit loss reserves take into
account whether loans have been restructured, re-written or are subject to
forbearance, credit counseling accommodation, modification, extension, or
deferment. Our credit loss reserves also take into consideration the loss
severity expected based on the underlying collateral, if any, for the loan. Our
consumer credit management policies focus on product type and specific portfolio
risk factors. Our consumer credit portfolio is diversified by product and
geographic location. See Note 4, "Receivables" in the accompanying condensed
consolidated financial statements for receivables by product type and Note 5,
"Credit Loss Reserves," for our credit loss reserve methodology and an analysis
of changes in the credit loss reserves for the current and prior year quarter.
The following table sets forth owned basis credit loss reserves for the periods
indicated:
March 31, December 31, March 31,
(All dollar amounts are stated in millions) 2003 2002 2002
- ----------------------------------------------------------------------------------
Owned credit loss reserves $3,483.1 $3,332.6 $2,876.6
Reserves as a percent of:
Receivables 4.17% 4.04% 3.61%
Net charge-offs /(1)/ 99.6 106.5 100.1
Nonperforming loans 92.7 94.5 95.1
==================================================================================
/(1)/ Quarter-to-date, annualized
Reserves as a percentage of receivables at March 31, 2003 reflect the impact of
the weak economy, higher delinquency levels, and the continuing uncertainty as
to the ultimate impact the weakened economy will have on charge-off and
delinquency levels.
For securitized receivables, we also record a provision for estimated probable
losses that we expect to incur under the recourse provisions. The following
table sets forth managed credit loss reserves for the periods indicated:
March 31, December 31, March 31,
(All dollar amounts are stated in millions) 2003 2002 2002
- ----------------------------------------------------------------------------------
Managed credit loss reserves $5,259.3 $5,092.1 $4,146.5
Reserves as a percent of:
Receivables 4.88% 4.74% 4.10%
Net charge-offs /(1)/ 103.3 113.8 100.5
Nonperforming loans 111.3 112.6 108.3
==================================================================================
/(1)/ Quarter-to-date, annualized
24
CREDIT QUALITY
HSBC intends, subject to receipt of regulatory and other approvals, to hold our
domestic private label credit card receivables within HSBC's U.S. banking
subsidiary. As a result, HSBC anticipates regulatory accounting charge-off, loss
provisioning and account management guidelines issued by the Federal Financial
Institutions Examination Council, or FFIEC, will need to be applied to these
receivables. Implementation of such guidelines will result in private label
credit card receivables being charged-off at 6 months contractually delinquent
(end of the month 60 days after notification for receivables involving a
bankruptcy) versus the current practice of generally being charged-off the month
following the month in which the account becomes 9 months contractually
delinquent (end of month 90 days after notification for receivables involving a
bankruptcy). HSBC's plans for ultimate collection on these receivables will
therefore be demonstrably different from the current practice and may require
different reserve requirements. As of March 31, 2003, we have not allocated any
purchase price adjustment to owned loss reserves in contemplation of this change
as the process for movement of private label card receivables to HSBC's U.S.
banking subsidiary has not been finalized and regulatory approval requests have
not yet been initiated. We currently estimate that such fair value adjustment,
to the extent we proceed with this business plan, would be an increase to owned
loss reserves for these private label credit card receivables to reflect the
expected impact of the implementation of the regulatory guidelines. We and HSBC
are evaluating whether select other products will also be held in the HSBC U.S.
banking subsidiary.
Delinquency - Owned Basis
Two-Months-and-Over Contractual Delinquency (as a percent of consumer
receivables):
March 31, December 31, March 31,
2003 2002 (1) 2002 (1)
- ------------------------------------------------------------------------------
Real estate secured 4.15% 3.91% 2.88%
Auto finance 2.75 3.96 2.04
MasterCard/Visa 6.87 5.97 6.54
Private label 6.06 6.36 6.33
Personal non-credit card 9.23 8.95 8.78
- ------------------------------------------------------------------------------
Total Owned 5.50% 5.34% 4.63%
==============================================================================
Total owned delinquency increased compared to the prior quarter. The increase in
our real estate secured portfolio reflects the seasoning and maturation of the
portfolio, the impact of first payment default repurchases from previous loan
sales, and higher levels of receivables in the process of foreclosure. The
increase in MasterCard and Visa delinquency reflects lower levels of receivables
due to normal seasonal run-off. These increases were partially offset by lower
auto finance delinquency consistent with historical seasonal trends and lower
private label delinquency.
Compared to a year ago, higher levels of new bankruptcy filings and continued
softness of the economy, including higher unemployment, caused the overall rise
in the delinquency ratio. A major contributor to the higher real estate secured
delinquency ratio was reduced growth in the portfolio due to loan sales and
reduced originations, especially in the fourth quarter of 2002.
(1) Owned two-months-and-over contractual delinquency for personal non-credit
card in prior periods was overstated due to a calculation error. The
correct percentages are included in the table above. The managed
two-months-and-over contractual delinquency ratios reported for prior
periods were correct.
The tables below set out the previously reported and actual owned
two-months-and-over contractual delinquency ratio for total owned
receivables, including personal non-credit card, for each of the specified
dates:
December 31, 2002 September 30, 2002 June 30, 2002 March 31, 2002
- --------------------------------------------------------------------------------------------------------------
As As As As
previously previously previously previously
reported Actual reported Actual reported Actual reported Actual
- --------------------------------------------------------------------------------------------------------------
Real estate secured 3.91% 3.91% 3.22% 3.22% 2.78% 2.78% 2.88% 2.88%
Auto finance 3.96 3.96 3.33 3.33 2.99 2.99 2.04 2.04
MasterCard/Visa 5.97 5.97 6.36 6.36 6.13 6.13 6.54 6.54
Private label 6.36 6.36 6.84 6.84 6.19 6.19 6.33 6.33
Personal non-credit card 10.31 8.95 9.18 8.38 9.12 8.69 9.60 8.78
- --------------------------------------------------------------------------------------------------------------
Total Owned 5.57% 5.34% 5.01% 4.87% 4.61% 4.53% 4.77% 4.63%
==============================================================================================================
Total Managed 5.24% 5.24% 4.82% 4.82% 4.53% 4.53% 4.63% 4.63%
==============================================================================================================
December 31, 2001 September 30, 2001 June 30, 2001 March 31, 2001
- --------------------------------------------------------------------------------------------------------------
As As As As
previously previously previously previously
reported Actual reported Actual reported Actual reported Actual
- --------------------------------------------------------------------------------------------------------------
Real estate secured 2.63% 2.63% 2.71% 2.71% 2.59% 2.59% 2.55% 2.55%
Auto finance 2.92 2.92 2.43 2.43 2.35 2.35 1.74 1.74
MasterCard/Visa 5.67 5.67 5.22 5.22 4.80 4.80 5.02 5.02
Private label 5.99 5.99 6.57 6.57 6.54 6.54 5.62 5.62
Personal non-credit card 9.04 8.44 8.75 8.38 8.79 8.47 8.79 8.46
- --------------------------------------------------------------------------------------------------------------
Total Owned 4.53% 4.43% 4.58% 4.52% 4.48% 4.43% 4.36% 4.30%
==============================================================================================================
Total Managed 4.46% 4.46% 4.43% 4.43% 4.27% 4.27% 4.25% 4.25%
==============================================================================================================
25
Net Charge-offs of Consumer Receivables - Owned Basis
Net Charge-offs of Consumer Receivables (as a percent, annualized, of average
consumer receivables):
March 31, December 31, March 31,
2003 2002 2002
- ----------------------------------------------------------------------------------------------
Real estate secured 1.12% 1.10% .65%
Auto finance 7.71 8.50 5.63
MasterCard/Visa 9.26 9.02 9.73
Private label 6.27 6.35 6.25
Personal non-credit card 9.04 7.74 7.71
- ----------------------------------------------------------------------------------------------
Total Owned 4.22% 3.87% 3.61%
==============================================================================================
Real estate charge-offs and REO expense as a
percent of average real estate secured receivables 1.52% 1.47% 1.05%
==============================================================================================
The weakened economy drove the increase in charge-off ratios over both the
previous and prior year quarters. Compared to the previous quarter, the decrease
in auto finance charge-offs reflects improved delinquency in certain older
vintages.
Compared to the prior year quarter, the increase in the charge-off ratio was
primarily attributable to the weakened economy and higher bankruptcy filings.
Charge-offs in our personal non-credit card portfolio increased more than most
other products because our typical personal non-credit card customer is less
resilient and, therefore, more exposed to the recent economic downturn.
OWNED NONPERFORMING ASSETS
March 31, December 31, March 31,
(In millions) 2003 2002(1) 2002(1)
- --------------------------------------------------------------------------------------------------
Nonaccrual receivables $2,880.3 $2,665.9 $2,185.0
Accruing consumer receivables
90 or more days delinquent 877.9 860.7 839.3
Renegotiated commercial loans 1.4 1.3 1.3
- --------------------------------------------------------------------------------------------------
Total nonperforming receivables 3,759.6 3,527.9 3,025.6
Real estate owned 444.9 427.1 459.4
- --------------------------------------------------------------------------------------------------
Total nonperforming assets $4,204.5 $3,955.0 $3,485.0
==================================================================================================
Credit loss reserves as a percent of
nonperforming receivables 92.7% 94.5% 95.1%
==================================================================================================
(1) Nonaccrual receivables, total nonperforming receivables and total
nonperforming assets for personal non-credit card in prior periods were
overstated due to a calculation error. As a result, credit loss reserves as
a percentage of nonperforming receivables was understated in those periods.
The correct amounts are included in the table above. The managed
nonperforming assets statistics reported for prior periods were correct.
The tables below set out the previously reported and actual owned
nonperforming assets statistics for total owned receivables, including
personal non-credit card, for each of the specified dates:
(in Millions) December 31, 2002 September 30, 2002 June 30, 2002 March 31, 2002
- -----------------------------------------------------------------------------------------------------------------------------
As As As As
previously previously previously previously
reported Actual reported Actual reported Actual reported Actual
- -----------------------------------------------------------------------------------------------------------------------------
Nonaccrual receivables $2,811.9 $2,665.9 $2,569.5 $2,484.5 $2,356.4 $2,316.4 $2,261.0 $2,185.0
Accruing consumer receivables
90 or more days delinquent 860.7 860.7 824.2 824.2 750.6 750.6 839.3 839.3
Renegotiated commercial loans 1.3 1.3 1.3 1.3 1.4 1.4 1.3 1.3
- -------------------------------------------------------------------------------------------------------------------------------
Total nonperforming receivables 3,673.9 3,527.9 3,395.0 3,310.0 3,108.4 3,068.4 3,101.6 3,025.6
Real estate owned 427.1 427.1 451.1 451.1 456.7 456.7 459.4 459.4
- -------------------------------------------------------------------------------------------------------------------------------
Total nonperforming assets $4,101.0 $3,955.0 $3,846.1 $3,761.1 $3,565.1 $3,525.1 $3,561.0 $3,485.0
===============================================================================================================================
Credit loss reserves as a percent
of nonperforming receivables 90.7% 94.5% 92.1% 94.5% 96.0% 97.2% 92.7% 95.1%
===============================================================================================================================
(in Millions) December 31, 2001 September 30, 2001 June 30, 2001 March 31, 2001
- -----------------------------------------------------------------------------------------------------------------------------
As As As As
previously previously previously previously
reported Actual reported Actual reported Actual reported Actual
- -----------------------------------------------------------------------------------------------------------------------------
Nonaccrual receivables $2,079.5 $2,027.5 $2,009.6 $1,979.6 $1,855.2 $1,832.2 $1,825.1 $1,803.1
Accruing consumer receivables
90 or more days delinquent 844.1 844.1 806.6 806.6 743.6 743.6 669.3 669.3
Renegotiated commercial loans 2.1 2.1 -- -- 12.3 12.3 12.3 12.3
- -------------------------------------------------------------------------------------------------------------------------------
Total nonperforming receivables 2,925.7 2,873.7 2,816.2 2,786.2 2,611.1 2,588.1 2,506.7 2,484.7
Real estate owned 398.9 398.9 363.0 363.0 365.2 365.2 350.2 350.2
- -------------------------------------------------------------------------------------------------------------------------------
Total nonperforming assets $3,324.6 $3,272.6 $3,179.2 $3,149.2 $2,976.3 $2,953.3 $2,856.9 $2,834.9
===============================================================================================================================
Credit loss reserves as a percent
of nonperforming receivables 91.0% 92.7% 87.9% 88.9% 91.0% 91.8% 91.1% 91.9%
===============================================================================================================================
RESTRUCTURE STATISTICS - MANAGED BASIS
The tables below summarize restructuring statistics in our managed basis
domestic portfolio.
Total Restructured by Restructure Period - Domestic March 31, December 31, March 31,
Portfolio/(1)/ (Managed Basis) 2003 2002 2002
- ----------------------------------------------------------------------------------------------
Never restructured 83.3% 84.4% 82.8%
Restructured:
Restructured in the last 6 months 7.5 6.5 8.6
Restructured in the last 7-12 months 3.6 4.1 4.6
Previously restructured beyond 12 months 5.6 5.0 4.0
- ----------------------------------------------------------------------------------------------
Total ever restructured 16.7 15.6 17.2
- ----------------------------------------------------------------------------------------------
Total 100.0% 100.0% 100.0%
==============================================================================================
26
Total Restructured by Product - Domestic Portfolio/(1)/ March 31, December 31, March 31,
(Managed Basis) 2003 2002 2002
- ----------------------------------------------------------------------------------------------
(In millions)
Real estate secured $ 9,163.4 $ 8,473.2 $ 8,880.6
Auto finance 1,247.7 1,242.9 1,005.6
MasterCard/Visa 549.2 540.8 526.3
Private label 1,225.8 1,255.4 1,269.2
Personal non-credit card 4,127.5 3,768.1 4,288.6
- ----------------------------------------------------------------------------------------------
Total $16,313.6 $15,280.4 $15,970.3
==============================================================================================
(As a percent of managed receivables)
Real estate secured 20.0% 19.0% 19.8%
Auto finance 16.9 16.7 15.2
MasterCard/Visa 3.4 3.2 3.5
Private label 9.6 9.7 10.9
Personal non-credit card 25.8 23.0 27.6
- ----------------------------------------------------------------------------------------------
Total (2) 16.7% 15.6% 17.2%
==============================================================================================
/(1)/ Excludes foreign businesses and commercial and other. Amounts also include
accounts as to which the delinquency status has been reset to current for
reasons other than restructuring (e.g. correcting the misapplication of a
timely payment).
/(2)/ Total including foreign businesses was 15.8 percent at March 31, 2003,
14.8 percent at December 31, 2002 and 16.4 percent at March 31, 2002.
The amount of managed receivables in forbearance, modification, Credit Card
Services consumer credit counseling accommodations, rewrites or other account
management techniques for which we have reset delinquency and that is not
included in the restructured statistics above was approximately $1.0 billion or
..93 percent of managed receivables at March 31, 2003, $900 million or .84
percent of managed receivables at December 31, 2002 and approximately $600
million or .59 percent of managed receivables at March 31, 2002.
Item 4. Controls and Procedures
We maintain a system of internal controls and procedures designed to provide
reasonable assurance as to the reliability of our published financial statements
and other disclosures included in this report. Our Board of Directors, operating
through its audit committee which is composed entirely of independent outside
directors, provides oversight to our financial reporting process.
Within the 90-day period prior to the date of this report, we evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Rule 13a-14 of the Securities Exchange Act of 1934. Based
upon that evaluation, our Chief Executive Officer and our Principal Financial
Officer concluded that our disclosure controls and procedures are effective in
timely alerting them to material information relating to Household
International, Inc. (including its consolidated subsidiaries) required to be
included in this quarterly report on Form 10-Q.
There have been no significant changes in our internal controls or in other
factors which could significantly affect internal controls subsequent to the
date that we carried out our evaluation.
27
PART II. Other Information
Omitted.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
2 Agreement and Plan of Merger by and among HSBC Holdings
plc, Household International, Inc. and H2 Acquisition
Corporation dated as of November 14, 2002 (incorporated
by reference to Annex A of our definitive Proxy
Statement on Schedule 14A filed with the Commission on
February 26, 2003).
3(i) Amended and restated Certificate of Incorporation of
Household International, Inc., as amended.
3(ii) Bylaws of Household International, Inc., as amended.
10.7(a) Household International, Inc. Deferred Fee Plan for
Directors (incorporated by reference to Exhibit 10.7 of
our Annual Report on Form 10-K for the fiscal year
ended December 31, 1999).
10.7(b) Amendment of Household International, Inc. Deferred Fee
Plan for Directors, dated May 5, 2003.
10.8(a) Household International, Inc. Deferred Phantom Stock
Plan for Directors (incorporated by reference to
Exhibit 10.8 of our Annual Report on Form 10-K for the
fiscal year ended December 31, 1999).
10.8(b) Amendment of Household International, Inc. Deferred
Phantom Stock Plan for Directors, dated May 5, 2003.
10.9(a) Household International, Inc. Non-Qualified Deferred
Compensation Plan for Executives, as amended
(incorporated by reference to Exhibit 10.9 of our
Annual Report on Form 10-K for the fiscal year ended
December 31, 1998).
10.9(b) Third Amendment of Household International, Inc.
Non-Qualified Deferred Compensation Plan for
Executives, dated May 5, 2003.
10.10(a) Household International, Inc. Non-Qualified Deferred
Compensation Plan for Stock Option Exercises
(incorporated by reference to Exhibit 10.10 of our
Annual Report on Form 10-K for the fiscal year ended
December 31, 2001).
10.10(b) First Amendment of Household International, Inc.
Non-Qualified Deferred Compensation Plan for Stock
Option Exercises, dated May 5, 2003.
10.11(a) Household International, Inc. Non-Qualified Deferred
Compensation Plan for Restricted Stock Rights
(incorporated by reference to Exhibit 10.11 of our
Annual Report on Form 10-K for the fiscal year ended
December 31, 2002).
28
10.11(b) Second Amendment of Household International, Inc.
Non-Qualified Deferred Compensation Plan for Restricted
Stock Rights, dated May 5, 2003.
12 Statement of Computation of Ratio of Earnings to Fixed
Charges and to Combined Fixed Charges and Preferred
Stock Dividends.
99.1 Debt and Preferred Stock Securities Ratings.
99.2 Certification of Chief Executive Officer.
99.3 Certification of Principal Financial Officer.
(b) Reports on Form 8-K
During the first quarter of 2003, the Registrant filed the
following Current Reports on Form 8-K:
. Report filed January 16, 2003 with respect to the press
release pertaining to the financial results of Household
International, Inc. for the quarter and year ended December
31, 2002.
. Report filed January 21, 2003 with respect to presentations
made by representatives of Household International, Inc.
. Report filed March 19, 2003 with respect to a press release
announcing Household International, Inc. had agreed to the
entry by the Securities and Exchange Commission ("SEC") of a
cease-and-desist order relating to certain of Household's
disclosures about its restructuring and other account
management policies and related amendment to its Annual
Report on Form 10-K/A for the year ended December 31, 2001.
. Report filed March 28, 2003 with respect to press releases
announcing the following:
. the stockholders approval of the proposed acquisition
of Household by HSBC Holdings plc
. The redemption of all the issued and outstanding shares
of its 5%, $4.50 and $4.30 cumulative preferred stocks.
. Report filed March 28, 2003 with respect to a press release
announcing completion of the merger of Household
International, Inc. and a wholly-owned subsidiary of HSBC
Holdings plc.
29
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.
HOUSEHOLD INTERNATIONAL, INC.
(Registrant)
Date: May 15, 2003 By: /s/ David A. Schoenholz
----------------------------------------------
David A. Schoenholz
President and Chief Operating Officer
(also as principal financial officer)
and on behalf of Household International, Inc.
30
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, William F. Aldinger, Chairman and Chief Executive Officer of Household
International, Inc., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Household
International, Inc.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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
quarterly 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-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures 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 quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
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 registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; 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; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 15, 2003
/s/ William F. Aldinger
------------------------------------
William F. Aldinger
Chairman and Chief Executive Officer
31
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, David A. Schoenholz, President and Chief Operating Officer (as the Principal
Financial Officer) of Household International, Inc., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Household
International, Inc.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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
quarterly 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-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures 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 quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
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 registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; 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; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 15, 2003
/s/ David A. Schoenholz
-------------------------------------
David A. Schoenholz
President and Chief Operating Officer
32
Exhibit Index
2 Agreement and Plan of Merger by and among HSBC Holdings plc, Household
International, Inc. and H2 Acquisition Corporation dated as of
November 14, 2002 (incorporated by reference to Annex A of our
definitive Proxy Statement on Schedule 14A filed with the Commission
on February 26, 2003).
3(i) Amended and restated Certificate of Incorporation of Household
International, Inc., as amended.
3(ii) Bylaws of Household International, Inc., as amended.
10.7(a) Household International, Inc. Deferred Fee Plan for Directors
(incorporated by reference to Exhibit 10.7 of our Annual Report on
Form 10-K for the fiscal year ended December 31, 1999).
10.7(b) Amendment of Household International, Inc. Deferred Fee Plan for
Directors, dated May 5, 2003.
10.8(a) Household International, Inc. Deferred Phantom Stock Plan for
Directors (incorporated by reference to Exhibit 10.8 of our Annual
Report on Form 10-K for the fiscal year ended December 31, 1999).
10.8(b) Amendment of Household International, Inc. Deferred Phantom Stock Plan
for Directors, dated May 5, 2003.
10.9(a) Household International, Inc. Non-Qualified Deferred Compensation Plan
for Executives, as amended (incorporated by reference to Exhibit 10.9
of our Annual Report on Form 10-K for the fiscal year ended December
31, 1998).
10.9(b) Third Amendment of Household International, Inc. Non-Qualified
Deferred Compensation Plan for Executives, dated May 5, 2003.
10.10(a) Household International, Inc. Non-Qualified Deferred Compensation Plan
for Stock Option Exercises (incorporated by reference to Exhibit 10.10
of our Annual Report on Form 10-K for the fiscal year ended December
31, 2001).
10.10(b) First Amendment of Household International, Inc. Non-Qualified
Deferred Compensation Plan for Stock Option Exercises, dated May 5,
2003.
10.11(a) Household International, Inc. Non-Qualified Deferred Compensation Plan
for Restricted Stock Rights (incorporated by reference to Exhibit
10.11 of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2002).
10.11(b) Second Amendment of Household International, Inc. Non-Qualified
Deferred Compensation Plan for Restricted Stock Rights, dated May 5,
2003.
12 Statement of Computation of Ratio of Earnings to Fixed Charges and to
Combined Fixed Charges and Preferred Stock Dividends.
99.1 Debt and Preferred Stock Securities Ratings.
99.2 Certification of Chief Executive Officer.
99.3 Certification of Principal Financial Officer.
33