TIDMHSBA
RNS Number : 5396F
HSBC Holdings PLC
23 February 2015
HSBC HOLDINGS PLC
2014 RESULTS HIGHLIGHTS
-- Reported profit before tax ('PBT') down 17% in 2014 at
US$18,680m, compared with US$22,565m in 2013. This primarily
reflected lower business disposal and reclassification gains and
the negative effect, on both revenue and costs, of significant
items including fines, settlements, UK customer redress and
associated provisions.
-- Adjusted PBT was broadly unchanged in 2014 at US$22,829m and
excludes the year-on-year effects of foreign currency translation
and significant items, compared with US$22,981m in 2013.
-- Earnings per share and dividends per share in respect of the
year were US$0.69 and US$0.50 respectively, compared with US$0.84
and US$0.49 for 2013.
-- Return on equity lower at 7.3%, compared with 9.2% in 2013.
-- Stable revenue - 2014 adjusted revenue of US$62,002m compared
with US$61,854m in 2013, underpinned by growth in Commercial
Banking, notably in our home markets of Hong Kong and the UK.
-- Loan impairment charges were lower reflecting the current
economic environment and the changes we have made to our portfolio
since 2011.
-- Higher 2014 operating expenses - adjusted operating expenses
in 2014 were US$37,854m, up 6.1% from US$35,682m in 2013, due to
increased regulatory and compliance costs, inflationary pressures
and investment in strategic initiatives to support growth.
-- Capital - the common equity tier 1 capital ratio (CRD IV
transitional basis) was 10.9% at 31 December 2014, up from 10.8% at
31 December 2013.
Stuart Gulliver, Group Chief Executive said:
"2014 was a challenging year in which we continued to work hard
to improve business performance while managing the impact of a
higher operating cost base. Profits disappointed, although a tough
fourth quarter masked some of the progress made over the preceding
three quarters. Many of the challenging aspects of the fourth
quarter results were common to the industry as a whole. In spite of
this, there were a number of encouraging signs, particularly in
Commercial Banking, Payments & Cash Management and renminbi
products and services. We were also able to continue to grow the
dividend."
Twelve months ended 31 December
-------------------------------------
2014 2013 Change
US$m US$m %
Income statement and performance
measures(1)
Reported profit before tax 18,680 22,565 (17)
----------------------------------------------
Adjusted profit before tax 22,829 22,981 (1)
----------------------------------------------
Profit attributable to ordinary shareholders
of the parent company 13,115 15,631 (16)
----------------------------------------------
Cost efficiency ratio 67.3% 59.6%
----------------------------------------------
Pre-tax return on average risk-weighted
assets 1.5% 2.0%
----------------------------------------------
At 31 December
-------------------------------------
2014 2013 Change
% %
Capital and balance sheet(3)
CRD IV transitional
---------------------------------------------
Common equity tier 1 ratio 10.9 10.8
----------------------------------------------
Tier 1 ratio 12.5 12.0
----------------------------------------------
Total capital ratio 15.6 14.9
----------------------------------------------
CRD IV end point
---------------------------------------------
Common equity tier 1 ratio 11.1 10.9
----------------------------------------------
Basel 2.5
---------------------------------------------
Core tier 1 ratio n/a 13.6
----------------------------------------------
Tier 1 ratio n/a 14.5
----------------------------------------------
Total capital ratio n/a 17.8
----------------------------------------------
US$m US$m US$m
Loans and advances to customers(2) 974,660 992,089 (17,429)
----------------------------------------------
Customer accounts(2) 1,350,642 1,361,297 (10,655)
----------------------------------------------
Risk-weighted assets(3) 1,219,765 1,092,653
----------------------------------------------
For footnotes, see page 2.
Twelve months ended
31 December
-----------------------
2014 2013
US$m US$m
Reported
Revenue(4) 61,248 64,645
----------------------------------------------------
Loan impairment charges and other credit risk
provisions (3,851) (5,849)
----------------------------------------------------
Operating expenses (41,249) (38,556)
----------------------------------------------------
Profit before tax 18,680 22,565
----------------------------------------------------
Adjusted
Revenue(4) 62,002 61,854
----------------------------------------------------
Loan impairment charges and other credit risk
provisions (3,851) (5,614)
----------------------------------------------------
Operating expenses (37,854) (35,682)
----------------------------------------------------
Profit before tax 22,829 22,981
----------------------------------------------------
Other significant items affecting adjusted
performance - Losses/(gains)
Revenue
---------------------------------------------------
Debit valuation adjustment on derivative contracts 332 (106)
----------------------------------------------------
Fair value movements on non-qualifying hedges 541 (511)
----------------------------------------------------
(Gain)/loss on sale of several tranches of
real estate secured accounts in the US (168) 123
----------------------------------------------------
Gain on sale of shareholding in Bank of Shanghai (428) -
----------------------------------------------------
Impairment of our investment in Industrial
Bank 271 -
----------------------------------------------------
Provisions arising from the ongoing review
of compliance with the Consumer Credit Act
in the UK 632 -
----------------------------------------------------
Net gain on completion of Ping An disposal(5) - (553)
----------------------------------------------------
FX gains relating to sterling debt issued by
HSBC Holdings - (442)
----------------------------------------------------
Write-off of allocated goodwill relating to
the GPB Monaco business - 279
----------------------------------------------------
Loss on sale of non-real estate secured accounts
in the US - 271
----------------------------------------------------
Loss on early termination of cash flow hedges
in the US run-off portfolio - 199
----------------------------------------------------
Loss on sale of an HFC Bank UK secured loan
portfolio - 146
----------------------------------------------------
Operating expenses
---------------------------------------------------
Charge in relation to the settlement agreement
with Federal Housing Finance Authority 550 -
----------------------------------------------------
Settlements and provisions in connection with
foreign exchange investigations 1,187 -
----------------------------------------------------
Restructuring and other related costs 278 483
----------------------------------------------------
Regulatory provisions in GPB 65 352
----------------------------------------------------
UK customer redress programmes 1,275 1,235
----------------------------------------------------
Madoff-related litigation costs - 298
----------------------------------------------------
US customer remediation provisions relating
to CRS - 100
----------------------------------------------------
Accounting gain arising from change in basis
of delivering ill-health benefits in the UK - (430)
----------------------------------------------------
1 Adjusted performance is computed by adjusting reported results
for the year-on-year effects of foreign currency translation
differences and significant items which distort year-on-year
comparisons.
2 From 1 January 2014, non-trading reverse repos and repos are
presented as separate lines in the balance sheet. Previously,
non-trading reverse repos were included within 'Loans and advances
to banks' and 'Loans and advances to customers' and non-trading
repos were included within 'Deposits by banks' and 'Customer
accounts'. Comparative data have been re-presented accordingly.
Non-trading reverse repos and repos have been presented as separate
lines in the balance sheet to align disclosure with market practice
and provide more meaningful information in relation to loans and
advances. The extent to which reverse repos and repos represent
loans to/from customers and banks is set out in Note 17 of the
Annual Report and Accounts 2014.
3 On 1 January 2014, CRD IV came into force and the calculation
of capital resources and risk-weighted assets at 31 December 2014
are calculated and presented on this basis. 2013 comparatives are
on a Basel 2.5 basis.
4 Net operating income before loan impairment charges and other
credit risk provisions, also referred to as revenue.
5 The gain of US$553m represents the net impact of the disposal
of available-for-sale investments in Ping An offset by adverse
changes in fair value of the contingent forward sale contract to
the point of delivery of the shares.
Statement by Douglas Flint, Group Chairman
HSBC's performance in 2014 reflected another year of
consolidation in the reshaping and strengthening of the Group
against a backdrop of geopolitical and economic headwinds, many of
which could not have been foreseen at the outset of the year.
As economic activity in much of the world failed to reach the
levels required to rebuild sustainable consumer confidence and
prompt renewed investment expenditure, governments most impacted
expanded their stimulus measures and the major central banks
maintained interest rates at their unprecedented low levels.
Concerns over deflationary trends, particularly in the eurozone,
grew. Although China delivered growth which comfortably surpassed
all other major economies, expectations of slower growth in the
future weighed heavily on market sentiment and contributed to
significant commodity price falls and further curtailment of global
investment spending.
Unsurprisingly in this environment, revenue growth opportunities
were strongest in our Asian businesses, with expansion in lending
and debt capital financing. Cost progression continued globally in
large part to implement regulatory change and enhance risk
controls, notably around financial system integrity and conduct.
Streamlining initiatives could only partly offset this cost
expansion. Further customer redress costs and regulatory penalties
around past failings reinforced the Board's continuing commitment
to prioritise whatever further investment in systems and controls
is necessary to mitigate future repetition.
It is clear now that societal, regulatory and public policy
expectations of our industry are changing its long-term cost
structure. Technological advancements around data analytics,
including 'big data', are providing much more sophisticated tools
to enhance our capabilities to protect the financial system from
bad actors. Also, as more and more customers choose to transact
online and through mobile devices, we are making the necessary
investment to protect ourselves and our customers from cyber
threats. Building the required analytical capabilities entails
considerable investment in systems and in maintaining customer data
which is accurate and up to date. Reconfiguring customer and
transactional data to the digital age is no small endeavour given
legacy systems and a multiplicity of historical data standards
globally. The benefits, however, of enhanced customer due diligence
capabilities and greater systems security essentially go to the
core of our systemic role and allow us to be more proactive in
fulfilling that role as a key gatekeeper to the financial
system.
As our industry reshapes in response to public policy and
regulatory directives, we now need to demonstrate, through clarity
of our business model, the value to society of our scale and
diversification. We must never forget that investors have choices
where to invest and individuals have choices where to make their
careers. Thus it is essential that we can demonstrate a positive
contribution to the societies we serve in order to bolster the
business friendly environment that all agree is essential for
economic growth and prosperity.
For 150 years HSBC has been following trade and investment flows
to serve customers as they fulfil their financial ambitions. In a
world which has moved from being interconnected to being
interdependent, our business model is increasingly relevant to
companies of all sizes and to individuals whose financial future is
linked to economic activity in multiple countries.
This can be seen most markedly in our Commercial Banking
business, which delivered a record year buoyed by the expansion of
supply chain management solutions and increasing cross-border
payment flows. Our network coverage of the countries which
originate more than 85% of the world's payment activity drives this
key element of our business model. On the investment side,
throughout our network we saw corporate flows continuing to target
the higher growth emerging markets. At the same time, growth in
outward investment from mainland China accelerated as its major
companies sought diversification and access to both skill bases and
markets. These trends played to HSBC's scale and presence in the
key financial centres, allowing us to support customers with debt
and equity financing solutions, offering tailored liquidity and
transactional banking support and providing risk management
solutions primarily against our clients' interest rate and foreign
exchange exposures. Success was evidenced by growing recognition in
industry awards, the most important of which are referred to in the
Group Chief Executive's Review. Finally, our Retail Banking and
Wealth Management business continued its journey to build a
sustainable customer focused business model, completing the removal
of formulaic links between product sales and performance-related
pay of our staff, and expanding our digital and mobile
offerings.
Performance in 2014
Profit before tax of US$18.7bn on a reported basis was US$3.9bn
or 17% lower than that achieved in 2013. This primarily reflected
lower business disposal and reclassification gains and the negative
effect, on both revenue and costs, of significant items including
fines, settlements, UK customer redress and associated provisions.
On the adjusted basis that is one of the key metrics used to assess
current year management and business performance, profit before tax
was US$22.8bn, broadly in line with 2013 on a comparable basis.
Earnings per share were US$0.69, against US$0.84 in 2013. The
Group's capital position remained strong with the transitional
common equity tier 1 ratio standing at 10.9% at the end of the
year, compared with 10.8% 12 months earlier, and our end point
ratio at 11.1% compared with 10.9%. Based on this capital strength
and the Group's capital generating capabilities, the Board approved
a fourth interim dividend in respect of 2014 of US$0.20 per share,
taking the total dividends in respect of the year to US$0.50 per
share (US$9.6bn, US$0.4bn higher than in respect of 2013).
Taking into account this financial performance, together with
the further progress made in reshaping the Group, responding to
regulatory change and implementing Global Standards, the Board
considered executive management to have made good progress during
2014 towards strengthening HSBC's long-term competitive
position.
The Group Chief Executive's Review analyses in detail the
important benchmarks and highlights of 2014.
Regulatory landscape becomes clearer but still much to do
A great deal of progress was made during 2014 to finalise the
framework under which globally systemic banks like HSBC will be
required to operate when it is fully implemented. This clarity is
essential if we are to be able to position our global businesses to
meet the return expectations of those who invest in us within an
acceptable risk appetite.
In particular, major progress was made in addressing the
challenge of 'too big to fail', largely through finalising
proposals to augment existing loss absorbing capacity with
'bail-inable' debt and through greater definition of how resolution
frameworks would operate in practice. In both cases, this involved
the critical issue of how to address cross-border implications and
home and host country regulatory responsibilities.
There is, however, still much to complete. The regulatory reform
agenda for 2015 is very full with pending public policy decisions,
regulatory consultations and impact studies in areas of far
reaching influence to the structure of our industry. These include
the conclusion of structural separation deliberations in Europe,
further work on so called 'shadow banking' including identifying
non-bank systemically important institutions, addressing the
resolution framework for central counterparties, finalising the
calibration of the leverage ratio, calibrating the quantum of total
loss absorbing capacity to be raised and settling the disposition
of that capacity within global groups.
In addition, further work will be undertaken on utilising
standardised risk weights to overcome regulatory loss of confidence
in internally modelled capital measures and a 'fundamental review
of the trading book' is also underway within the regulatory
community to look again at capital support for this activity. These
measures, which in aggregate are designed to make the industry
structurally more stable, will take the next five or so years to
implement, an indication of the scale of the transformation to be
completed.
During 2014, the UK government also confirmed the permanence of
the UK bank levy. This was introduced in 2010, in part to address
the burden borne by taxpayers from failures during the global
financial crisis; in 2014, the cost to HSBC of the levy was
US$1.1bn, an increase of US$0.2bn over 2013. 58% of the levy we pay
does not relate to our UK banking activity.
Rebuilding trust
Restoration of trust in our industry remains a significant
challenge as further misdeeds are uncovered but it is a challenge
we must meet successfully. We owe this not just to society but to
our staff to ensure they can be rightly proud of the organisation
to which they have committed their careers. When commentators
extrapolate instances of control failure or individual misconduct
to question the culture of the firm it strikes painfully at the
heart of our identity.
Swiss Private Bank
The recent disclosures around unacceptable historical practices
and behaviour within the Swiss private bank remind us of how much
there still is to do and how far society's expectations have
changed in terms of banks' responsibilities. They are also a
reminder of the need for constant vigilance over the effectiveness
of our controls and the imperative to embed a robust and ethical
compliance culture.
We deeply regret and apologise for the conduct and compliance
failures highlighted which were in contravention of our own
policies as well as expectations of us.
In response to, and in parallel with, the tax investigations
prompted by the data theft more than eight years ago, we have been
completely overhauling our private banking business, putting the
entire customer base through enhanced due diligence and tax
transparency filters. Our Swiss Private Bank customer base and the
countries we serve are now both about one--third of the size they
were in 2007. In addition, HSBC is already working to implement the
OECD's Common Reporting Standard and other measures to foster
greater transparency. We cannot change the past. But, looking to
the future, we can and must reinforce controls and provide
demonstrable evidence of their effectiveness. This forms part of
our commitment to Global Standards, to ensure that we will never
knowingly do business with counterparties seeking to evade taxes or
use the financial system to commit financial crime.
Banking standards
More broadly, following the publication in 2013 of the
Parliamentary Commission on Banking Standards, considerable
progress has been made in giving effect to its recommendations. The
Financial Services (Banking Reform) Act of 2013 provided greater
clarity on the accountabilities and responsibilities of management
and the Board. We welcome the appointment of Dame Colette Bowe to
lead the Banking Standards Review Council and have committed to
support her fully in its work. The current Fair and Effective
Markets Review being conducted by the Bank of England, Her
Majesty's Treasury and the Financial Conduct Authority is an
extremely timely and important exercise to re-establish the
integrity of wholesale financial markets.
In terms of our own governance of these areas, the Conduct &
Values Committee of the Board that we created at the beginning of
2014 to focus on behavioural issues has established itself firmly
as the central support to the Board in these important areas.
Board changes
Since we reported at the interim stage we have taken further
steps to augment the skills and experience within the Board and to
address succession to key roles.
On 1 January 2015, Phillip Ameen joined the Board and the Group
Audit Committee as an independent non-executive Director. Phil was
formerly Vice President, Comptroller and Principal Accounting
Officer of General Electric Corp. He brings with him extensive
financial and accounting experience gained in one of the world's
leading international companies as well as a depth of technical
knowledge from his long service in the accounting standard setting
world. As a serving Director on HSBC's US businesses he also brings
further detailed insight to Group Board discussions and enhances
the strong links that already exist between the Group Board and its
major subsidiaries.
Sir Simon Robertson had previously indicated his intention to
retire from the Board at the upcoming AGM. I am delighted to report
that Simon has agreed to stay on for at least a further year as
Deputy Chairman. He has been a considerable support to me and to
Stuart Gulliver, in addition to his role leading the
non-executives, and we are all delighted that we shall continue to
benefit from his wisdom and experience.
150th anniversary
2015 marks the 150th anniversary of our founding back in Hong
Kong and Shanghai as a small regional bank focused on trade and
investment. All of us within HSBC owe a huge debt of gratitude and
respect to our forebears who charted the course that has taken HSBC
to one of the most important institutions serving the financial
needs of this inter-dependent world.
Outlook
It is impossible not to reflect on the very broad range of
uncertainties and challenges to be addressed in 2015 and beyond,
most of which are outside our control, particularly against a
backdrop of patchy economic recovery and limited policy ammunition.
Unexpected outcomes arising from current geopolitical tensions,
eurozone membership uncertainties, political changes, currency and
commodity price realignments, interest rate moves and the
effectiveness of central banks' unconventional policies, to name
but a few, all could materially affect economic conditions and
confidence around investment and consumption decisions. One
economic uncertainty stands out for a major financial institution
headquartered in the UK, that of continuing UK membership of the
EU. Today, we publish a major research study which concludes that
working to complete the Single Market in services and reforming the
EU to make it more competitive are far less risky than going it
alone, given the importance of EU markets to British trade.
There are also many underlying positive trends that shape our
thinking about the coming year. We are very encouraged by the
trends in outward investment from China, the potential for further
liberalisation and internationalisation of the renminbi and the
reshaping of the Chinese economy from export dependence to domestic
consumption. We are positive on the opportunities that will arise
from Capital Markets Union within Europe and the declared focus of
the incoming Commission on growth and jobs. The strength of the US
economy and the benefits of lower oil prices should be positive
drivers of growth. There is much to be gained from successful
negotiation of the Transatlantic Trade and Investment Partnership
and the Trans-Pacific Partnership. Current attention on funding
infrastructure investment globally is potentially of huge
significance.
Finally, on behalf of the Board, I want again to express our
thanks and gratitude to our 266,000 colleagues around the world who
worked determinedly in 2014 to build an HSBC fit for the next 150
years.
Review by Stuart Gulliver, Group Chief Executive
2014 was a challenging year in which we continued to work hard
to improve business performance while managing the impact of a
higher operating cost environment.
Profits disappointed, although a tough fourth quarter masked
some of the progress made over the preceding three quarters. Many
of the challenging aspects of the fourth quarter results were
common to the industry as a whole. In spite of this, there were a
number of encouraging signs, particularly in Commercial Banking,
Payments & Cash Management and renminbi products and services.
We were also able to continue to grow the dividend.
Reported profit before tax in 2014 was US$18.7bn, US$3.9bn lower
than in the previous year. This reflected lower gains from
disposals and reclassifications, and the negative effect of other
significant items, including fines, settlements, UK customer
redress and associated provisions, totalling US$3.7bn.
Adjusted profit before tax, which excludes the year-on-year
effects of currency translation differences and significant items,
was US$22.8bn, broadly unchanged on 2013.
Asia continued to provide a strong contribution to Group
profits. Middle East and North Africa reported a record profit
before tax in 2014. Together, Asia and MENA generated more than 70%
of adjusted Group profit before tax.
Commercial Banking also delivered a record reported profit,
which is evidence of the successful execution of our strategy.
Revenue in CMB continued to grow, notably in our two home markets
of Hong Kong and the UK.
Global Banking and Markets performed relatively well for the
first three quarters of the year, but, like much of the rest of the
industry, suffered a poor fourth quarter. Revenue was lower in
2014, particularly in our Markets businesses, but all other
client-facing businesses delivered year-on-year growth.
Revenue was also lower in Retail Banking and Wealth Management,
due primarily to the continuing repositioning of the business.
However, in our Global Asset Management business we continued our
strategy of strengthening collaboration across our global
businesses, which helped to attract net new money of US$29bn.
Global Private Banking continues to undergo a comprehensive
overhaul which was accelerated from 2011. As part of this overhaul,
we are implementing tough financial crime, regulatory compliance
and tax transparency measures. In order to achieve our desired
business model and informed by our six filters process, we have
also sold a number of businesses and customer portfolios, including
assets in Japan, Panama and Luxembourg. The number of customer
accounts in our Swiss Private Bank is now nearly 70% lower than at
its peak. We continued to remodel the Private Bank in 2014, which
included the sale of a customer portfolio in Switzerland to LGT
Bank. One consequence of this remodelling was a reduction in
revenue. We have also grown the parts of the business that fit our
new model, attracting US$14bn of net new money in 2014, mostly
through clients of Global Banking & Markets and Commercial
Banking.
Loan impairment charges were lower, reflecting the current
economic environment and the changes we have made to our portfolio
since 2011.
Operating expenses were higher due to increased regulatory and
compliance costs, inflationary pressures and investment in
strategic initiatives to support growth, primarily in Commercial
Banking in Asia and Europe. Significant items, which include
restructuring costs, were also higher than last year.
We agreed settlements in respect of inquiries by the UK
Financial Conduct Authority and the US Commodity Futures Trading
Commission into the foreign exchange market in 2014. HSBC was badly
let down by a few individuals whose actions do not reflect the vast
majority of employees who uphold the values and standards expected
of the bank. This matter is now rightly in the hands of the Serious
Fraud Office.
Our balance sheet remained strong, with a ratio of customer
advances to customer accounts of 72%. Excluding the effects of
currency translation, customer loans and advances grew by US$28bn
during 2014.
The common equity tier 1 ratio on a transitional basis was 10.9%
and on a CRD IV end point basis was 11.1% at 31 December 2014.
Connecting customers to opportunities
2015 is HSBC's 150th anniversary. Founded in Hong Kong in 1865
to finance local and international trade, the bank expanded rapidly
to capture the increasing flow of commerce between Asia, Europe and
North America. Our ability to connect customers across the world
remains central to the bank's strategy today and in 2014 we
continued to develop and grow the product areas that rely on
international connectivity.
Our market-leading Global Trade and Receivables Finance business
remains strong and we were voted best global trade finance bank and
best trade finance bank in MENA in the Global Trade Review 'Leaders
In Trade' Awards.
In Payments and Cash Management, we increased customer mandates
and improved client coverage. We were recognised as the best global
cash management bank for the third successive year in the 2014
Euromoney Cash Management Survey.
Our share of the capital financing market continued to improve
and we were ranked number one for debt capital markets in our home
markets of the UK and Hong Kong, and number one for Equity Capital
Markets in Hong Kong by Dealogic. HSBC was also named global bond
house of the year, global derivatives house of the year and Asian
bond house of the year in the International Financing Review Awards
2014.
We consolidated our leadership of the rapidly growing renminbi
market in 2014. According to SWIFT, the renminbi is now the fifth
most widely used payment currency in the world, up from 13th just
two years ago. We increased revenue from renminbi products and
retained our ranking as number one issuer of offshore renminbi
bonds worldwide over the last twelve months. HSBC was also
recognised as the best overall provider for products and services
in Asiamoney's Offshore Renminbi Services Survey in 2014, and
renminbi house of the year in the 2014 Asia Risk Awards.
Operating a global business
It is already clear that the regulatory costs of operating a
global business model have increased since we announced our
strategy for HSBC in 2011.
As the Group Chairman's Statement explains, the regulatory
environment continues to evolve.
Our commitment to be the world's leading international bank
means that improving our regulatory and compliance abilities and
implementing Global Standards must remain priorities for HSBC. Our
Compliance staff headcount has more than doubled since 2011 and
there is more work still to do to strengthen the Group's compliance
capability.
At the same time, the level of capital that we hold has
increased by over 60% since before the financial crisis.
Specifically, we have further strengthened our capital levels in
response to increasing capital requirements from the UK Prudential
Regulation Authority.
Whilst we expected an increase in the amount of capital we were
required to hold when setting targets for the Group in 2011, we
could not have foreseen the full extent of the additional costs and
capital commitment that would subsequently be asked of us. The pace
of change has been exceptional. As a consequence, some of the
targets that we set for the Group in 2011 are no longer
realistic.
In recognition of that fact, we have set new medium-term targets
that better reflect the ongoing operating environment.
We are setting a revised return on equity target of more than
10%. This target is modelled using a common equity tier 1 capital
ratio on a CRD IV end point basis in the range of 12% to 13%.
Our cost target will be to grow our revenue faster than costs
('positive jaws') on an adjusted basis.
We are also restating our commitment to grow the dividend. To be
clear, the progression of dividends should be consistent with the
growth of the overall profitability of the Group and is predicated
on our ability to meet regulatory capital requirements in a timely
manner.
These targets offer a realistic reflection of the capabilities
of HSBC in the prevailing operating environment.
Our employees
I am grateful for the hard work, dedication and professionalism
of all of our employees in 2014.
Extensive work was required to prepare HSBC for stress tests in
a number of jurisdictions throughout the year, the results of which
confirmed the capital strength of the Group. HSBC will face
additional stress testing in 2015.
We all have to work continuously to make sure that the Group
remains compliant with anti-money laundering and sanctions
legislation and this effort continued in 2014.
Management and staff across the Group continued to work very
closely with the Monitor to deliver our commitments under the terms
of our December 2012 settlement agreements with the US authorities
and the UK Financial Conduct Authority. We have now received the
second annual report from the Monitor. Whilst it confirmed that we
continue to comply with the obligations we undertook in the
Deferred Prosecution Agreement with the US Department of Justice,
as we expected we still have substantial work to do.
Summary and outlook
The business remains in a good position structurally to
capitalise on broader market trends and the macroeconomic backdrop
remains favourable, notwithstanding the continuing low interest
rate environment. There are still a number of historical issues
left to resolve and we will make further progress on these in 2015.
We will also continue the work we started in 2011 to simplify the
Group to make it easier to manage and control.
Our 2014 results show a business powered by our continued
strength in Hong Kong, with significant additional contributions
from the rest of Asia and the Middle East and North Africa. The
continuing success of Commercial Banking and the resilience of our
differentiated Global Banking & Markets business illustrate the
effectiveness of our strategy to bridge global trade and capital
flows. Retail Banking & Wealth Management remains a work in
progress, but we took considerable further steps to de--risk the
business in 2014. Global Private Banking continues to attract net
new money from clients in our other global businesses. We maintain
a sharp focus on generating net savings to offset increased costs
arising from inflation, and the cost of implementing global
standards.
Our early 2015 performance has been satisfactory.
We continue to focus on the execution of our strategy and on
delivering value to shareholders.
Year ended 31 December
------------------------
2014 2013
US$m US$m
For the year
Profit before tax 18,680 22,565
---------------------------------------------------
Profit attributable to shareholders of the parent
company 13,688 16,204
---------------------------------------------------
Dividends declared on ordinary shares 9,320 8,937
---------------------------------------------------
At the year-end
Total shareholders' equity 190,447 181,871
---------------------------------------------------
Capital resources 190,730 194,009
---------------------------------------------------
Customer accounts 1,350,642 1,361,297
---------------------------------------------------
Total assets 2,634,139 2,671,318
---------------------------------------------------
Risk-weighted assets (CRD IV transitional) 1,219,765 n/a
--------------------------------------------------
Risk-weighted assets (Basel 2.5) n/a 1,092,653
---------------------------------------------------
US$ US$
Per ordinary share
Basic earnings 0.69 0.84
---------------------------------------------------
Dividends(1) 0.49 0.48
---------------------------------------------------
Net asset value 9.28 9.27
---------------------------------------------------
Share information
US$0.50 ordinary shares in issue 19,218m 18,830m
---------------------------------------------------
Market capitalisation US$182bn US$207bn
---------------------------------------------------
Closing market price per share GBP6.09 GBP6.62
---------------------------------------------------
Over Over Over
1 year 3 years 5 years
Total shareholder return to 31 December
2014 97 144 109
MSCI Banks 100 160 132
-----------------------------------------
1 Dividends per ordinary share declared in the year.
Geographical distribution of results
Profit/(loss) before tax
Year ended 31 December
------------------------------
2014 2013
-------------- --------------
US$m % US$m %
Europe 596 3.2 1,825 8.1
----------------------------------------
Asia 14,625 78.3 15,853 70.3
----------------------------------------
Middle East and North Africa 1,826 9.8 1,694 7.5
----------------------------------------
North America 1,417 7.6 1,221 5.4
----------------------------------------
Latin America 216 1.1 1,972 8.7
---------------------------------------- ------- ----- ------- -----
Profit before tax 18,680 100.0 22,565 100.0
---------------------------------------- ----- -----
Tax expense (3,975) (4,765)
---------------------------------------- ------- -------
Profit for the year 14,705 17,800
---------------------------------------- ------- -------
Profit attributable to shareholders
of the parent company 13,688 16,204
----------------------------------------
Profit attributable to non-controlling
interests 1,017 1,596
----------------------------------------
Distribution of results by global business
Year ended 31 December
--------------------------------
2014 2013
US$m % US$m %
Retail Banking and Wealth Management 5,651 30.3 6,649 29.5
--------------------------------------
Commercial Banking 8,744 46.8 8,441 37.4
--------------------------------------
Global Banking and Markets 5,889 31.5 9,441 41.8
--------------------------------------
Global Private Banking 626 3.4 193 0.9
--------------------------------------
Other (2,230) (12.0) (2,159) (9.6)
-------------------------------------- ------- ------- ------- -----
Profit before tax 18,680 100.0 22,565 100.0
-------------------------------------- ------- ------- ------- -----
Consolidated Income Statement for the year ended 31 December
2014
2014 2013
US$m US$m
Interest income 50,955 51,192
--------------------------------------------------------
Interest expense (16,250) (15,653)
-------------------------------------------------------- -------- --------
Net interest income 34,705 35,539
--------------------------------------------------------
Fee income 19,545 19,973
--------------------------------------------------------
Fee expense (3,588) (3,539)
-------------------------------------------------------- --------
Net fee income 15,957 16,434
--------------------------------------------------------
Trading income excluding net interest income 4,853 6,643
--------------------------------------------------------
Net interest income on trading activities 1,907 2,047
-------------------------------------------------------- -------- --------
Net trading income 6,760 8,690
--------------------------------------------------------
Changes in fair value of long-term debt issued
and related derivatives 508 (1,228)
--------------------------------------------------------
Net income from other financial instruments designated
at fair value 1,965 1,996
-------- --------
Net income from financial instruments designated
at fair value 2,473 768
--------------------------------------------------------
Gains less losses from financial investments 1,335 2,012
--------------------------------------------------------
Dividend income 311 322
--------------------------------------------------------
Net insurance premium income 11,921 11,940
--------------------------------------------------------
Other operating income 1,131 2,632
-------------------------------------------------------- -------- --------
Total operating income 74,593 78,337
--------------------------------------------------------
Net insurance claims and benefits paid and movement
in liabilities to policyholders (13,345) (13,692)
-------------------------------------------------------- -------- --------
Net operating income before loan impairment charges
and other credit risk provisions 61,248 64,645
--------------------------------------------------------
Loan impairment charges and other credit risk
provisions (3,851) (5,849)
-------------------------------------------------------- -------- --------
Net operating income 57,397 58,796
-------------------------------------------------------- -------- --------
Employee compensation and benefits (20,366) (19,196)
--------------------------------------------------------
General and administrative expenses (18,565) (17,065)
--------------------------------------------------------
Depreciation and impairment of property, plant
and equipment (1,382) (1,364)
--------------------------------------------------------
Amortisation and impairment of intangible assets (936) (931)
-------------------------------------------------------- --------
Total operating expenses (41,249) (38,556)
-------------------------------------------------------- -------- --------
Operating profit 16,148 20,240
--------------------------------------------------------
Share of profit in associates and joint ventures 2,532 2,325
-------------------------------------------------------- -------- --------
Profit before tax 18,680 22,565
--------------------------------------------------------
Tax expense (3,975) (4,765)
-------------------------------------------------------- -------- --------
Profit for the year 14,705 17,800
-------------------------------------------------------- -------- --------
Profit attributable to shareholders of the parent
company 13,688 16,204
--------------------------------------------------------
Profit attributable to non-controlling interests 1,017 1,596
--------------------------------------------------------
US$ US$
-------------------------------------------------------
Basic earnings per ordinary share 0.69 0.84
--------------------------------------------------------
Diluted earnings per ordinary share 0.69 0.84
--------------------------------------------------------
Consolidated Statement of Comprehensive Income for the year
ended 31 December 2014
2014 2013
US$m US$m
Profit for the year 14,705 17,800
--------------------------------------------------------------------
Other comprehensive income/(expense)
Items that will be reclassified subsequently
to profit or loss when specific conditions are
met:
Available-for-sale investments 2,972 (1,718)
-------------------------------------------------------------------- ------- -------
* fair value gains/(losses) 4,794 (1,787)
--------------------------------------------------------------------
* fair value gains reclassified to the income statement (1,672) (1,277)
--------------------------------------------------------------------
* amounts reclassified to the income statement in
respect of impairment losses 374 286
--------------------------------------------------------------------
* income taxes (524) 1,060
-------------------------------------------------------------------- ------- -------
Cash flow hedges 188 (128)
-------------------------------------------------------------------- ------- -------
* fair value gains 1,512 776
--------------------------------------------------------------------
* fair value gains reclassified to the income statement (1,244) (894)
--------------------------------------------------------------------
* income taxes (80) (10)
-------------------------------------------------------------------- ------- -------
Share of other comprehensive income/(expense)
of associates and joint ventures 80 (71)
--------------------------------------------------------------------
* share for the year 78 (35)
--------------------------------------------------------------------
* reclassified to income statement on disposal 2 (36)
-------------------------------------------------------------------- ------- -------
Exchange differences (8,903) (1,372)
-------------------------------------------------------------------- ------- -------
* foreign exchange gains reclassified to income
statement on disposal of a foreign operation (21) (290)
--------------------------------------------------------------------
* other exchange differences (8,917) (1,154)
--------------------------------------------------------------------
* income tax attributable to exchange differences 35 72
-------------------------------------------------------------------- ------- -------
Items that will not be reclassified subsequently
to profit or loss:
Remeasurement of defined benefit asset/liability 1,985 (458)
-------------------------------------------------------------------- ------- -------
* before income taxes 2,419 (601)
--------------------------------------------------------------------
* income taxes (434) 143
-------------------------------------------------------------------- ------- -------
Other comprehensive income for the year, net
of tax (3,678) (3,747)
-------------------------------------------------------------------- ------- -------
Total comprehensive income for the year 11,027 14,053
-------------------------------------------------------------------- ------- -------
Attributable to:
* shareholders of the parent company 9,245 12,644
--------------------------------------------------------------------
* non-controlling interests 1,782 1,409
-------------------------------------------------------------------- ------- -------
Total comprehensive income for the year 11,027 14,053
-------------------------------------------------------------------- ------- -------
Consolidated Balance Sheet at 31 December 2014
2014 2013
US$m US$m
Assets
Cash and balances at central banks 129,957 166,599
---------------------------------------------------
Items in the course of collection from other
banks 4,927 6,021
---------------------------------------------------
Hong Kong Government certificates of indebtedness 27,674 25,220
---------------------------------------------------
Trading assets 304,193 303,192
---------------------------------------------------
Financial assets designated at fair value 29,037 38,430
---------------------------------------------------
Derivatives 345,008 282,265
---------------------------------------------------
Loans and advances to banks 112,149 120,046
---------------------------------------------------
Loans and advances to customers 974,660 992,089
---------------------------------------------------
Reverse repurchase agreements - non-trading 161,713 179,690
---------------------------------------------------
Financial investments 415,467 425,925
---------------------------------------------------
Prepayments, accrued income and other assets 75,176 76,842
---------------------------------------------------
Current tax assets 1,309 985
---------------------------------------------------
Interests in associates and joint ventures 18,181 16,640
---------------------------------------------------
Goodwill and intangible assets 27,577 29,918
---------------------------------------------------
Deferred tax assets 7,111 7,456
---------------------------------------------------
Total assets at 31 December 2,634,139 2,671,318
--------------------------------------------------- --------- ---------
Liabilities and equity
Liabilities
Hong Kong currency notes in circulation 27,674 25,220
---------------------------------------------------
Deposits by banks 77,426 86,507
---------------------------------------------------
Customer accounts 1,350,642 1,361,297
---------------------------------------------------
Repurchase agreements - non-trading 107,432 164,220
---------------------------------------------------
Items in the course of transmission to other
banks 5,990 6,910
---------------------------------------------------
Trading liabilities 190,572 207,025
---------------------------------------------------
Financial liabilities designated at fair value 76,153 89,084
---------------------------------------------------
Derivatives 340,669 274,284
---------------------------------------------------
Debt securities in issue 95,947 104,080
---------------------------------------------------
Accruals, deferred income and other liabilities 53,396 52,341
---------------------------------------------------
Current tax liabilities 1,213 607
---------------------------------------------------
Liabilities under insurance contracts 73,861 74,181
---------------------------------------------------
Provisions 4,998 5,217
---------------------------------------------------
Deferred tax liabilities 1,524 910
---------------------------------------------------
Subordinated liabilities 26,664 28,976
---------------------------------------------------
Total liabilities at 31 December 2,434,161 2,480,859
--------------------------------------------------- --------- ---------
Equity
Called up share capital 9,609 9,415
---------------------------------------------------
Share premium account 11,918 11,135
---------------------------------------------------
Other equity instruments 11,532 5,851
---------------------------------------------------
Other reserves 20,244 26,742
---------------------------------------------------
Retained earnings 137,144 128,728
--------------------------------------------------- --------- ---------
Total shareholders' equity 190,447 181,871
---------------------------------------------------
Non-controlling interests 9,531 8,588
--------------------------------------------------- --------- ---------
Total equity at 31 December 199,978 190,459
--------------------------------------------------- --------- ---------
Total liabilities and equity at 31 December 2,634,139 2,671,318
--------------------------------------------------- --------- ---------
Consolidated Statement of Cash Flows for the year ended 31
December 2014
2014 2013
US$m US$m
Cash flows from operating activities
Profit before tax 18,680 22,565
--------------------------------------------------------
Adjustments for:
- net gain from investing activities (1,928) (1,458)
--------------------------------------------------------
- share of profits in associates and joint ventures (2,532) (2,325)
--------------------------------------------------------
- (gain)/loss on disposal of associates, joint
ventures, subsidiaries and businesses 9 (1,173)
--------------------------------------------------------
- other non-cash items included in profit before
tax 11,262 11,995
--------------------------------------------------------
- change in operating assets 25,877 (148,899)
--------------------------------------------------------
- change in operating liabilities (93,814) 164,757
--------------------------------------------------------
- elimination of exchange differences 24,571 4,479
--------------------------------------------------------
- dividends received from associates 757 694
--------------------------------------------------------
- contributions paid to defined benefit plans (681) (962)
--------------------------------------------------------
- tax paid (3,573) (4,696)
-------------------------------------------------------- --------- ---------
Net cash generated from/(used in) operating activities (21,372) 44,977
-------------------------------------------------------- --------- ---------
Cash flows from investing activities
Purchase of financial investments (384,199) (363,979)
--------------------------------------------------------
Proceeds from the sale and maturity of financial
investments 382,837 342,539
--------------------------------------------------------
Purchase of property, plant and equipment (1,477) (1,952)
--------------------------------------------------------
Proceeds from the sale of property, plant and
equipment 88 441
--------------------------------------------------------
Net cash inflow/(outflow) from disposal of customer
and loan portfolios (1,035) 6,518
--------------------------------------------------------
Net purchase of intangible assets (903) (834)
--------------------------------------------------------
Proceeds from disposal of Ping An - 7,413
--------------------------------------------------------
Net cash inflow/(outflow) from disposal of other
subsidiaries, businesses, associates and joint
ventures (242) 3,295
--------------------------------------------------------
Net cash outflow from acquisition of or increase
in stake of associates (30) (26)
--------------------------------------------------------
Net cash used in investing activities (4,961) (6,585)
-------------------------------------------------------- --------- ---------
Cash flows from financing activities
Issue of ordinary share capital 267 297
--------------------------------------------------------
Net purchases of own shares for market-making
and investment purposes (96) (32)
--------------------------------------------------------
Issue of other equity instruments 5,681 -
--------------------------------------------------------
Redemption of preference shares (234) -
--------------------------------------------------------
Subordinated loan capital issued 3,500 1,989
--------------------------------------------------------
Subordinated loan capital repaid (3,163) (1,662)
--------------------------------------------------------
Dividends paid to shareholders of the parent
company (6,611) (6,414)
--------------------------------------------------------
Dividends paid to non-controlling interests (639) (586)
--------------------------------------------------------
Dividends paid to holders of other equity instruments (573) (573)
--------------------------------------------------------
Net cash used in financing activities (1,868) (6,981)
-------------------------------------------------------- --------- ---------
Net increase/(decrease) in cash and cash equivalents (28,201) 31,411
--------------------------------------------------------
Cash and cash equivalents at 1 January 346,281 315,308
--------------------------------------------------------
Exchange differences in respect of cash and cash
equivalents (16,779) (438)
-------------------------------------------------------- --------- ---------
Cash and cash equivalents at 31 December 301,301 346,281
-------------------------------------------------------- --------- ---------
Consolidated statement of changes in equity for the year ended
31 December 2014
2014
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Other reserves
------------------------------------------------------------------
Other Available-
Called equity for-sale Cash Total
up instru- fair flow Foreign share- Non-
share Share ments Retained value hedging exchange Merger holders controlling Total
capital Premium earnings reserve reserve reserve reserve equity interests equity
US$m US$m US$m US$m US$m US$m US$m US$m US$m US$m US$m
At 1 January 2014 9,415 11,135 5,851 128,728 97 (121) (542) 27,308 181,871 8,588 190,459
----------------------------------------------------------------
Profit for the year - - - 13,688 - - - - 13,688 1,017 14,705
----------------------------------------------------------------
Other comprehensive income
(net of tax) - - - 2,066 2,025 189 (8,723) - (4,443) 765 (3,678)
---------------------------------------------------------------- ------------ ------------------ ------------------ ------------- ------------- -------------------- --------------- ------------ -------------------- -------------------------- -------------------
* available-for-sale investments - - - - 2,025 - - 2,025 947 2,972
----------------------------------------------------------------
* cash flow hedges - - - - - 189 - - 189 (1) 188
----------------------------------------------------------------
* remeasurement of defined benefit asset/liability - - - 1,986 - - - - 1,986 (1) 1,985
----------------------------------------------------------------
* share of other comprehensive income of associates and
joint ventures - - - 80 - - - - 80 - 80
* exchange differences - - - - - - (8,723) - (8,723) (180) (8,903)
---------------------------------------------------------------- ------------ ------------------ ------------------ ------------- ------------- -------------------- --------------- ------------ -------------------- -------------------------- -------------------
Total comprehensive income
for the year - - - 15,754 2,025 189 (8,723) - 9,245 1,782 11,027
----------------------------------------------------------------
Shares issued under employee
remuneration and share plans 60 917 - (710) - - - - 267 - 267
----------------------------------------------------------------
Shares issued in lieu of dividends
and amounts arising thereon 134 (134) - 2,709 - - - - 2,709 - 2,709
----------------------------------------------------------------
Capital securities issued - - 5,681 - - - - - 5,681 - 5,681
----------------------------------------------------------------
Dividends to shareholders - - - (9,893) - - - - (9,893) (712) (10,605)
----------------------------------------------------------------
Cost of share-based payment
arrangements - - - 732 - - - - 732 - 732
----------------------------------------------------------------
Other movements - - - (176) 21 (10) - - (165) (127) (292)
----------------------------------------------------------------
At 31 December 2014 9,609 11,918 11,532 137,144 2,143 58 (9,265) 27,308 190,447 9,531 199,978
---------------------------------------------------------------- ------------ ------------------ ------------------ ------------- ------------- -------------------- --------------- ------------ -------------------- -------------------------- -------------------
At 1 January 2013 9,238 10,084 5,851 120,347 1,649 13 752 27,308 175,242 7,887 183,129
----------------------------------------------------------------
Profit for the year - - - 16,204 - - - - 16,204 1,596 17,800
----------------------------------------------------------------
Other comprehensive income
(net of tax) - - - (561) (1,577) (128) (1,294) - (3,560) (187) (3,747)
---------------------------------------------------------------- ------------ ------------------ ------------------ ------------- ------------- -------------------- --------------- ------------ -------------------- -------------------------- -------------------
* available-for-sale investments - - - - (1,577) - - - (1,577) (141) (1,718)
----------------------------------------------------------------
* cash flow hedges - - - - - (128) - - (128) - (128)
----------------------------------------------------------------
* remeasurement of defined benefit asset/liability - - - (490) - - - - (490) 32 (458)
----------------------------------------------------------------
* share of other comprehensive income of associates and
joint ventures - - - (71) - - - - (71) - (71)
----------------------------------------------------------------
* exchange differences - - - - - - (1,294) - (1,294) (78) (1,372)
---------------------------------------------------------------- ------------ ------------------ ------------------ ------------- ------------- -------------------- --------------- ------------ -------------------- -------------------------- -------------------
Total comprehensive income
for the year - - - 15,643 (1,577) (128) (1,294) - 12,644 1,409 14,053
----------------------------------------------------------------
Shares issued under employee
remuneration and share plans 60 1,168 - (931) - - - - 297 - 297
----------------------------------------------------------------
Shares issued in lieu of dividends
and amounts arising thereon 117 (117) - 2,523 - - - - 2,523 - 2,523
----------------------------------------------------------------
Dividends to shareholders - - - (9,510) - - - - (9,510) (718) (10,228)
----------------------------------------------------------------
Cost of share-based payment
arrangements - - - 630 - - - - 630 - 630
----------------------------------------------------------------
Other movements - - - 26 25 (6) - - 45 10 55
----------------------------------------------------------------
At 31 December 2013 9,415 11,135 5,851 128,728 97 (121) (542) 27,308 181,871 8,588 190,459
---------------------------------------------------------------- ------------ ------------------ ------------------ ------------- ------------- -------------------- --------------- ------------ -------------------- -------------------------- -------------------
Additional Information
1. Basis of preparation and accounting policies
The basis of preparation and summary of significant accounting
policies applicable to the consolidated financial statements of
HSBC and the separate financial statements of HSBC Holdings can be
found in Note 1, or the relevant Note, on the Financial Statements
in the Annual Report and Accounts 2014.
Compliance with International Financial Reporting Standards
International Financial Reporting Standards ('IFRSs') comprise
accounting standards issued or adopted by the International
Accounting Standards Board ('IASB') and interpretations issued or
adopted by the IFRS Interpretations Committee ('IFRS IC').
The consolidated financial statements of HSBC and the separate
financial statements of HSBC Holdings have been prepared in
accordance with IFRSs as issued by the IASB and as endorsed by the
EU. EU-endorsed IFRSs could differ from IFRSs as issued by the IASB
if, at any point in time, new or amended IFRSs were not to be
endorsed by the EU.
At 31 December 2014, there were no unendorsed standards
effective for the year ended 31 December 2014 affecting these
consolidated and separate financial statements, and there was no
difference between IFRSs endorsed by the EU and IFRSs issued by the
IASB in terms of their application to HSBC. Accordingly, HSBC's
financial statements for the year ended 31 December 2014 are
prepared in accordance with IFRSs as issued by the IASB.
Standards adopted during the year ended 31 December 2014
There were no new standards applied during the year ended 31
December 2014.
On 1 January 2014, HSBC applied 'Offsetting Financial Assets and
Financial Liabilities (Amendments to IAS 32)', which clarified the
requirements for offsetting financial instruments and addressed
inconsistencies in current practice when applying the offsetting
criteria in IAS 32 'Financial Instruments: Presentation'. The
amendments were applied retrospectively and did not have a material
effect on HSBC's financial statements.
During 2014, HSBC adopted a number of interpretations and
amendments to standards which had an insignificant effect on the
consolidated financial statements of HSBC and the separate
financial statements of HSBC Holdings.
Differences between IFRSs and Hong Kong Financial Reporting
Standards
There are no significant differences between IFRSs and Hong Kong
Financial Reporting Standards in terms of their application to HSBC
and consequently there would be no significant differences had the
financial statements been prepared in accordance with Hong Kong
Financial Reporting Standards. The Notes on the Financial
Statements, taken together with the Report of the Directors,
include the aggregate of all disclosures necessary to satisfy IFRSs
and Hong Kong reporting requirements.
2. Dividends
Dividends to shareholders of the parent company
2014 2013
------------------------ ---------------------------
Per Settled Per Settled
share Total in scrip share Total in scrip
US$ US$m US$m US$ US$m US$m
Dividends declared on ordinary
shares
In respect of previous year:
* fourth interim dividend 0.19 3,582 1,827 0.18 3,339 540
-----------------------------------
In respect of current year:
* first interim dividend 0.10 1,906 284 0.10 1,861 167
-----------------------------------
* second interim dividend 0.10 1,914 372 0.10 1,864 952
-----------------------------------
* third interim dividend 0.10 1,918 226 0.10 1,873 864
-----------------------------------
Total 0.49 9,320 2,709 0.48 8,937 2,523
----------------------------------- ------ ----- --------- --------- ----- ---------
Total dividends on preference
shares classified as equity
(paid quarterly) 62.00 90 62.00 90
------ ----- --------- -----
Total coupons on capital securities classified as equity
2014 2013
First Per security Total Per security Total
call date US$ US$m US$ US$m
Perpetual subordinated capital
securities(1)
- US$2,200m Apr 2013 2.032 179 2.032 179
--------------------------------
- US$3,800m Dec 2015 2.000 304 2.000 304
--------------------------------
Total 483 483
-------------------------------------------- ----- -----
1 Coupons are paid quarterly on the perpetual subordinated
capital securities.
The Directors declared after the end of the year a fourth
interim dividend in respect of the financial year ended 31 December
2014 of US$0.20 per ordinary share, a distribution of approximately
US$3,844m. The fourth interim dividend will be payable on 30 April
2015 to holders of record on 6 March 2015 on the Principal Register
in the UK, the Hong Kong or the Bermuda Overseas Branch registers.
No liability is recorded in the financial statements in respect of
the fourth interim dividend for 2014.
The dividend will be payable in cash, in US dollars, sterling or
Hong Kong dollars, or a combination of these currencies, at the
forward exchange rates quoted by HSBC Bank plc in London at or
about 11am on 20 April 2015, and with a scrip dividend alternative.
Particulars of these arrangements will be sent to shareholders on
or about 20 March 2015 and elections must be received by 16 April
2015. As this dividend was declared after the balance sheet date,
no liability has been recorded on the Financial Statements at 31
December 2014.
The dividend will be payable on ordinary shares held through
Euroclear France, the settlement and central depository system for
Euronext Paris, on 30 April 2015. The dividend will be paid by
Euroclear France to the holders of record as at 6 March 2015. The
dividend will be payable by Euroclear France in cash, in euros at
the forward exchange rate quoted by HSBC France on 20 April 2015,
or as a scrip dividend. Particulars of these arrangements will be
announced through Euronext Paris on 24 February 2015 and 12 March
2015.
On 15 January 2015, HSBC paid a coupon on the perpetual
subordinated capital securities of US$0.508 per security, a
distribution of US$45m. No liability was recorded in the balance
sheet at 31 December 2014 in respect of this coupon payment.
In September 2014, HSBC issued three contingent convertible
securities as set out on page 438 of the Annual Report and Accounts
2014 which are classified as equity under IFRSs. Coupons are paid
semi-annually on the contingent convertible securities and none
fell due in 2014. On 20 January 2015, HSBC paid a coupon on one of
the contingent convertible securities of US$28.125 per security, a
distribution of US$28m. No liability was recorded in the balance
sheet at 31 December 2014 in respect of this coupon payment.
The reserves available for distribution at 31 December 2014 were
US$48,883m.
3. Earnings per share
'Basic earnings per ordinary share' is calculated by dividing
the profit attributable to ordinary shareholders of the parent
company by the weighted average number of ordinary shares
outstanding, excluding own shares held. 'Diluted earnings per
ordinary share' is calculated by dividing the basic earnings, which
require no adjustment for the effects of dilutive potential
ordinary shares, by the weighted average number of ordinary shares
outstanding, excluding own shares held, plus the weighted average
number of ordinary shares that would be issued on conversion of
dilutive potential ordinary shares.
Profit attributable to the ordinary shareholders of the parent
company
2014 2013
US$m US$m
Profit attributable to shareholders of the parent
company 13,688 16,204
---------------------------------------------------
Dividend payable on preference shares classified
as equity (90) (90)
---------------------------------------------------
Coupon payable on capital securities classified
as equity (483) (483)
--------------------------------------------------- ------ ------
Year ended 31 December 13,115 15,631
--------------------------------------------------- ------ ------
Basic and diluted earnings per share
2014 2013
--------------------------- ------------------------------
Number Per Number
Profit of shares share Profit of shares Per share
US$m (millions) US$ US$m (millions) US$
Basic(1) 13,115 18,960 0.69 15,631 18,530 0.84
------------------------------
Effect of dilutive potential
ordinary shares - 96 - - 124 -
------------------------------
Diluted(1) 13,115 19,056 0.69 15,631 18,654 0.84
------------------------------ ------ ----------- ------ ------ ----------- ---------
1 Weighted average number of ordinary shares outstanding (basic)
or assuming dilution (diluted).
The weighted average number of dilutive potential ordinary
shares excluded 6m employee share options that were anti-dilutive
(2013: 60m).
4. Tax expense
2014 2013
US$m US$m
Current tax
UK corporation tax 69 (8)
------------------------------------------------------- -----
- for this year 54 103
-------------------------------------------------------
- adjustments in respect of prior years 15 (111)
------------------------------------------------------- ----- -----
Overseas tax(1) 3,881 3,949
------------------------------------------------------- ----- -----
- for this year 4,423 3,947
-------------------------------------------------------
- adjustments in respect of prior years (542) 2
------------------------------------------------------- ----- -----
3,950 3,941
Deferred tax 25 824
------------------------------------------------------- ----- -----
- origination and reversal of temporary differences (477) 739
-------------------------------------------------------
- effect of changes in tax rates 83 93
-------------------------------------------------------
- adjustments in respect of prior years 419 (8)
------------------------------------------------------- ----- -----
Year ended 31 December 3,975 4,765
------------------------------------------------------- ----- -----
1 Overseas tax included Hong Kong profits tax of US$1,135m
(2013: US$1,133m; 2012: US$1,049m). The Hong Kong tax rate applying
to the profits of subsidiaries assessable in Hong Kong was 16.5%
(2013: 16.5%; 2012: 16.5%). Other overseas subsidiaries and
overseas branches provided for taxation at the appropriate rates in
the countries in which they operate.
Tax reconciliation
The tax charged to the income statement differs from the tax
charge that would apply if all profits had been taxed at the UK
corporation tax rate as follows:
2014 2013
-------------- ---------------
US$m % US$m %
Profit before tax 18,680 22,565
---------------------------------------------- ------ ------
Tax expense
---------------------------------------------
Tax at 21.5% (2013: 23.25%; 2012: 24.5%) 4,016 21.5 5,246 23.25
----------------------------------------------
Effect of differently taxed overseas
profits 33 0.2 (177) (0.8)
----------------------------------------------
Adjustments in respect of prior period
liabilities (108) (0.6) (117) (0.5)
----------------------------------------------
Deferred tax temporary differences not
recognised/
(previously not recognised) (154) (0.8) 332 1.5
----------------------------------------------
Effect of profits in associates and joint
ventures (547) (2.9) (543) (2.4)
----------------------------------------------
Tax effect of disposal of Ping An - - (111) (0.5)
----------------------------------------------
Tax effect of reclassification of Industrial
Bank - - (317) (1.4)
----------------------------------------------
Non-taxable income and gains (668) (3.5) (871) (3.9)
----------------------------------------------
Permanent disallowables 969 5.1 647 2.9
----------------------------------------------
Change in tax rates 22 0.1 93 0.4
----------------------------------------------
Local taxes and overseas withholding
taxes 434 2.3 551 2.4
----------------------------------------------
Other items (22) (0.1) 32 0.1
---------------------------------------------- -------
Year ended 31 December 3,975 21.3 4,765 21.1
---------------------------------------------- ------ ------ ------ -------
The effective tax rate for the year was 21.3% compared with
21.1% for 2013. The effective tax rate for the year reflected the
recurring benefits from tax exempt income from government bonds and
equities held by a number of Group entities and recognition of the
Group's share of post-tax profits of associates and joint ventures
within our pre-tax income, together with a current tax credit for
prior periods offset in part by non-tax-deductible settlements and
provision in connection with foreign exchange investigations. The
effective tax rate in 2013 was lower because of a write-down of
deferred tax assets.
The main rate of corporation tax in the UK reduced from 23% to
21% on 1 April 2014 and will be further reduced to 20% on 1 April
2015. The reduction in the corporate tax rate to 20% was enacted
through the 2013 Finance Act on 17 July 2013. It is not expected
that the future rate reduction will have a significant effect on
the Group.
The Group's legal entities are subject to routine review and
audit by tax authorities in the territories in which the Group
operates. Where the ultimate tax treatment is uncertain, the Group
provides for potential tax liabilities that may arise on the basis
of the amounts expected to be paid to the tax authorities. The
amounts ultimately paid may differ materially from the amounts
provided depending on the ultimate resolution of such matters.
5. Net fee income
2014 2013
US$m US$m
Account services 3,407 3,581
------------------------
Funds under management 2,658 2,673
------------------------
Cards 2,460 2,455
------------------------
Credit facilities 1,890 1,907
------------------------
Broking income 1,371 1,388
------------------------
Imports/exports 1,115 1,157
------------------------
Unit trusts 1,005 891
------------------------
Underwriting 872 866
------------------------
Remittances 833 849
------------------------
Global custody 726 698
------------------------
Insurance 516 551
------------------------
Other 2,692 2,957
------------------------ ------- -------
Fee income 19,545 19,973
------------------------
Less: fee expense (3,588) (3,539)
------------------------ ------- -------
Year ended 31 December 15,957 16,434
------------------------ ------- -------
6. Loan impairment charges and other credit risk provisions
2014 2013
US$m US$m
Loan impairment charges
---------------------------------------------------------
- new allowances net of allowance releases 5,010 7,344
----------------------------------------------------------
- recoveries of amounts previously written off (955) (1,296)
---------------------------------------------------------- ----- -------
4,055 6,048
Individually assessed allowances 1,780 2,320
----------------------------------------------------------
Collectively assessed allowances 2,275 3,728
---------------------------------------------------------- ----- -------
Impairment/(releases of impairment) available-for-sale
debt securities (319) (211)
----------------------------------------------------------
Other credit risk provisions 115 12
---------------------------------------------------------- ----- -------
Year ended 31 December 3,851 5,849
---------------------------------------------------------- ----- -------
Impairment charges on loans and advances to customers
as a percentage of
average gross loans and advances to customers 0.4% 0.7%
---------------------------------------------------------- ----- -------
7. Segmental analysis
Products and services
HSBC provides a comprehensive range of banking and related
financial services to its customers in its five geographical
regions. The products and services offered to customers are
organised by global business.
-- Retail Banking and Wealth Management ('RBWM') offers a broad
range of products and services to meet the personal banking and
wealth management needs of individual customers. Typically,
customer offerings include personal banking products (current and
savings accounts, mortgages and personal loans, credit cards, debit
cards and local and international payment services) and wealth
management services (insurance and investment products, global
asset management services and financial planning services).
-- Commercial Banking ('CMB') offers a broad range of products
and services to serve the needs of our commercial customers,
including small and medium-sized enterprises, mid-market
enterprises and corporates. These include credit and lending,
international trade and receivables finance, treasury management
and liquidity solutions (payments and cash management and
commercial cards), commercial insurance and investments. CMB also
offers its customers access to products and services offered by
other global businesses, for example Global Banking & Markets
('GB&M'), which include foreign exchange products, raising
capital on debt and equity markets and advisory services.
-- GB&M provides tailored financial solutions to major
government, corporate and institutional clients and private
investors worldwide. The client-focused business lines deliver a
full range of banking capabilities including financing, advisory
and transaction services, a markets business that provides services
in credit, rates, foreign exchange, equities, money markets and
securities services, and principal investment activities.
-- Global Private Banking ('GPB') provides a range of services
to high net worth individuals and families with complex and
international needs within the Group's priority markets.
Change in operating segments
HSBC's operating segments are Europe, Asia, Middle East and
North Africa ('MENA'), North America and Latin America. Previously,
HSBC's operating segments were reported as Europe, Hong Kong, Rest
of Asia-Pacific, Middle East and North Africa, North America and
Latin America. Hong Kong and Rest of Asia-Pacific are no longer
regarded as separate reportable operating segments, having
considered the geographical financial information presented to the
chief operating decision maker. From 1 January 2014, they have been
replaced by a new operating segment, 'Asia', which better aligns
with internal management information used for evaluation when
making business decisions and resource allocations. The chief
operating decision-maker continues to be the GMB and the basis for
measuring segmental results has not changed. Comparative financial
information has been re-presented accordingly.
There has been no change in the underlying business operations
comprising the Asia segment. Reported net operating income in Asia
for the year to 31 December 2014 was US$23,677m (31 December 2013:
US$24,432m). This was US$713m lower (31 December 2013: US$749m
lower) than would be calculated by adding net operating income
reported for Hong Kong and Rest of Asia-Pacific on an individual
basis. The reduction in net operating income is offset by an equal
decrease in operating expenses. The difference relates to shared
service recharges and business activity undertaken between the two
regions which form revenue or expense on an individual basis, but
are eliminated as 'intra-segment' activity when reported as Asia.
There is no difference between profit before tax reported for Asia
and that which would be calculated by adding the profit before tax
of Hong Kong and Rest of Asia-Pacific on an individual basis.
Profit/(loss) for the year
Intra-
North Latin HSBC
Europe Asia MENA America America items Total
US$m US$m US$m US$m US$m US$m US$m
2014
Net interest income 10,611 12,273 1,519 5,015 5,310 (23) 34,705
------------------------------------
Net fee income 6,042 5,910 650 1,940 1,415 - 15,957
------------------------------------
Net trading income 2,534 2,622 314 411 856 23 6,760
------------------------------------
Other income 2,384 2,872 65 786 691 (2,972) 3,826
------------------------------------ -------- -------- ------- -------- -------- ------- --------
Net operating income(1) 21,571 23,677 2,548 8,152 8,272 (2,972) 61,248
------------------------------------
Loan impairment (charges)/recoveries
and other
credit risk provisions (764) (647) 6 (322) (2,124) - (3,851)
------------------------------------ -------- -------- ------- -------- -------- ------- --------
Net operating income 20,807 23,030 2,554 7,830 6,148 (2,972) 57,397
------------------------------------
Employee compensation and benefits (8,191) (5,862) (676) (3,072) (2,565) - (20,366)
------------------------------------
General and administrative
expenses (11,076) (3,959) (500) (3,108) (2,894) 2,972 (18,565)
------------------------------------
Depreciation and impairment
of property,
plant and equipment (543) (389) (28) (180) (242) - (1,382)
Amortisation and impairment
of intangible assets (407) (217) (12) (69) (231) - (936)
Total operating expenses (20,217) (10,427) (1,216) (6,429) (5,932) 2,972 (41,249)
------------------------------------ -------- -------- ------- -------- -------- ------- --------
Operating profit 590 12,603 1,338 1,401 216 - 16,148
------------------------------------
Share of profit in associates
and joint ventures 6 2,022 488 16 - - 2,532
Profit before tax 596 14,625 1,826 1,417 216 - 18,680
------------------------------------
Tax expense (853) (2,542) (339) (195) (46) - (3,975)
------------------------------------ -------- -------- ------- -------- -------- ------- --------
Profit/(loss) for the year (257) 12,083 1,487 1,222 170 - 14,705
------------------------------------ -------- -------- ------- -------- -------- ------- --------
2013
Net interest income 10,693 11,432 1,486 5,742 6,186 - 35,539
------------------------------------
Net fee income 6,032 5,936 622 2,143 1,701 - 16,434
------------------------------------
Net trading income/(expense) 4,423 2,026 357 948 936 - 8,690
------------------------------------
Other income (181) 5,038 38 (30) 1,745 (2,628) 3,982
------------------------------------ -------- -------- ------- -------- -------- ------- --------
Net operating income(1) 20,967 24,432 2,503 8,803 10,568 (2,628) 64,645
------------------------------------
Loan impairment
(charges)/recoveries
and other
credit risk provisions (1,530) (498) 42 (1,197) (2,666) - (5,849)
------------------------------------ -------- -------- ------- -------- -------- ------- --------
Net operating income 19,437 23,934 2,545 7,606 7,902 (2,628) 58,796
------------------------------------
Employee compensation and benefits (7,175) (5,666) (634) (3,098) (2,623) - (19,196)
------------------------------------
General and administrative
expenses (9,479) (3,660) (607) (3,051) (2,896) 2,628 (17,065)
------------------------------------
Depreciation and impairment
of property,
plant and equipment (559) (392) (35) (176) (202) - (1,364)
------------------------------------
Amortisation and impairment
of intangible assets (400) (218) (13) (91) (209) - (931)
------------------------------------ -------- -------- ------- -------- -------- ------- --------
Total operating expenses (17,613) (9,936) (1,289) (6,416) (5,930) 2,628 (38,556)
------------------------------------ -------- -------- ------- -------- -------- ------- --------
Operating profit 1,824 13,998 1,256 1,190 1,972 - 20,240
------------------------------------
Share of profit in associates
and joint
ventures 1 1,855 438 31 - - 2,325
------------------------------------ -------- -------- ------- -------- -------- ------- --------
Profit before tax 1,825 15,853 1,694 1,221 1,972 - 22,565
------------------------------------
Tax expense (1,279) (2,170) (328) (313) (675) - (4,765)
------------------------------------ -------- -------- ------- -------- -------- ------- --------
Profit for the year 546 13,683 1,366 908 1,297 - 17,800
------------------------------------ -------- -------- ------- -------- -------- ------- --------
1 Net operating income before loan impairment charges and other
credit risk provisions, also referred to as revenue.
Other information about the profit/(loss) for the year
Intra-
North Latin HSBC
Europe Asia MENA America America items Total
US$m US$m US$m US$m US$m US$m US$m
2014
Net operating income(1) 21,571 23,677 2,548 8,152 8,272 (2,972) 61,248
------------------------------- ------ ------ ----- -------- -------- ------- -------
* external 20,450 22,071 2,524 7,937 8,266 - 61,248
-------------------------------
* inter-segment 1,121 1,606 24 215 6 (2,972) -
------------------------------- ------ ------ ----- -------- -------- ------- -------
Profit for the year
includes the following
significant non-cash
items:
Depreciation, amortisation
and impairment 950 606 40 182 473 - 2,251
-------------------------------
Loan impairment losses
gross of recoveries
and other credit risk
provisions 1,066 800 37 437 2,466 - 4,806
-------------------------------
Impairment of financial
investments (256) 286 - 14 10 - 54
-------------------------------
Changes in fair value
of long-term debt
and related derivatives 614 (4) (3) (99) - - 508
-------------------------------
Restructuring costs 117 7 2 28 57 - 211
-------------------------------
2013
Net operating income(1) 20,967 24,432 2,503 8,803 10,568 (2,628) 64,645
------------------------------- ------ ------ ----- -------- -------- ------- -------
* external 20,108 22,853 2,497 8,569 10,618 - 64,645
-------------------------------
* inter-segment 859 1,579 6 234 (50) (2,628) -
------------------------------- ------ ------ ----- -------- -------- ------- -------
Profit for the year
includes the following
significant non-cash
items:
Depreciation, amortisation
and impairment 957 610 48 303 412 - 2,330
===============================
Loan impairment losses
gross of recoveries
and other credit risk
provisions 2,165 665 45 1,321 2,949 - 7,145
===============================
Impairment of financial
investments (61) 4 - 15 6 - (36)
-------------------------------
Changes in fair value
of long-term debt and
related derivatives (936) (1) (3) (288) - - (1,228)
Restructuring costs 211 79 3 100 42 - 435
-------------------------------
1 Net operating income before loan impairment charges and other
credit risk provisions, also referred to as revenue.
Balance sheet information
Intra-
North Latin HSBC
Europe Asia MENA America America items Total
US$m US$m US$m US$m US$m US$m US$m
At 31 December 2014
Loans and advances to
customers 409,733 362,955 29,063 129,787 43,122 - 974,660
-------------------------
Interests in associates
and joint ventures 175 14,958 2,955 83 10 - 18,181
-------------------------
Total assets 1,290,926 878,723 62,417 436,859 115,354 (150,140) 2,634,139
-------------------------
Customer accounts 545,959 577,491 39,720 138,884 48,588 - 1,350,642
-------------------------
Total liabilities 1,223,371 807,998 52,569 398,356 102,007 (150,140) 2,434,161
-------------------------
2,386
Capital expenditure
incurred(1) 1,168 637 25 208 348 - 2,386
-------------------------
At 31 December 2013
------------------------
Loans and advances to
customers 456,110 336,897 27,211 127,953 43,918 - 992,089
-------------------------
Interests in associates
and joint ventures 169 13,822 2,575 74 - - 16,640
-------------------------
Total assets 1,392,959 831,791 60,810 432,035 113,999 (160,276) 2,671,318
-------------------------
Customer accounts 581,933 548,483 38,683 140,809 51,389 - 1,361,297
-------------------------
Total liabilities 1,326,537 770,938 50,706 393,635 99,319 (160,276) 2,480,859
-------------------------
Capital expenditure
incurred(1) 907 1,236 32 265 385 - 2,825
-------------------------
1 Expenditure incurred on property, plant and equipment and
other intangible assets. Excludes assets acquired as part of
business combinations and goodwill.
Other financial information
Net operating income by global business
Intra-
RBWM CMB GB&M GPB Other(1) HSBC items Total
US$m US$m US$m US$m US$m US$m US$m
2014
Net operating
income(2) 24,594 16,303 17,778 2,377 6,365 (6,169) 61,248
------------------- ------ ------ ------- ----- -------- ----------- ------
* external 22,692 16,879 20,055 1,980 (358) - 61,248
-------------------
* internal 1,902 (576) (2,277) 397 6,723 (6,169) -
------------------- ------ ------ ------- ----- -------- ----------- ------
2013
Net operating
income(2) 26,740 16,365 19,176 2,439 5,651 (5,726) 64,645
------------------- ------ ------ ------- ----- -------- ----------- ------
* external 25,038 17,241 20,767 1,955 (356) - 64,645
-------------------
* internal 1,702 (876) (1,591) 484 6,007 (5,726) -
------------------- ------ ------ ------- ----- -------- ----------- ------
1 The main items reported in the 'Other' category are certain
property activities, unallocated investment activities, centrally
held investment companies, movements in fair value of own debt and
HSBC's holding company and financing operations. The 'Other'
category also includes gains and losses on the disposal of certain
significant subsidiaries or business units.
2 Net operating income before loan impairment charges and other
credit risk provisions, also referred to as revenue.
Information by country
2014 2013
------------------------ ------------------------
External External
net Non- net Non-
operating current operating current
income(1,2) assets(3) income(1,2) assets(3)
US$m US$m US$m US$m
UK 14,392 8,671 13,347 17,481
---------------------------
Hong Kong 12,656 12,376 12,031 12,170
---------------------------
USA 5,736 5,685 6,121 4,189
---------------------------
France 2,538 10,301 3,111 11,565
---------------------------
Brazil 4,817 1,403 5,364 1,715
---------------------------
Other countries 21,109 28,273 24,671 27,879
---------------------------
Year ended/at 31 December 61,248 66,709 64,645 74,999
--------------------------- ------------ ---------- ------------ ----------
1 External net operating income is attributed to countries on
the basis of the location of the branch responsible for reporting
the results or advancing the funds.
2 Net operating income before loan impairment charges and other
credit risk provisions, also referred to as revenue.
3 Non-current assets consist of property, plant and equipment,
goodwill, other intangible assets, interests in associates and
joint ventures and certain other assets expected to be recovered
more than 12 months after the reporting period.
8. Reconciliation of reported and adjusted items
2014 2013 Change(4)
US$m US$m %
Revenue(1)
Reported 61,248 64,645 (5)
-------------------------------
Currency translation
adjustment(2) (686)
-------------------------------
Own credit spread(3) (417) 1,246
-------------------------------
Acquisitions, disposals and
dilutions (9) (2,757)
-------------------------------
Other significant items 1,180 (594)
-------------------------------
Adjusted 62,002 61,854 -
------------------------------- ---------------------------- ----------------------------
Loan impairment charges and
other credit
risk provisions
Reported (3,851) (5,849) 34
-------------------------------
Currency translation
adjustment(2) 168
-------------------------------
Acquisitions, disposals and
dilutions - 67
-------------------------------
Other significant items - -
-------------------------------
Adjusted (3,851) (5,614) 31
------------------------------- ---------------------------- ----------------------------
Total operating expenses
Reported (41,249) (38,556) (7)
-------------------------------
Currency translation
adjustment(2) 348
-------------------------------
Acquisitions, disposals and
dilutions 40 488
-------------------------------
Other significant items 3,355 2,038
-------------------------------
Adjusted (37,854) (35,682) (6)
------------------------------- ---------------------------- ----------------------------
Adjusted cost efficiency
ratio 61.1% 57.7%
-------------------------------
Share of profit in associates
and joint
ventures
Reported 2,532 2,325 9
-------------------------------
Currency translation
adjustment(2) 11
-------------------------------
Acquisitions, disposals and
dilutions - 87
-------------------------------
Other significant items - -
-------------------------------
Adjusted 2,532 2,423 4
------------------------------- ---------------------------- ----------------------------
Profit before tax
Reported 18,680 22,565 (17)
-------------------------------
Currency translation
adjustment(2) (159)
-------------------------------
Own credit spread(3) (417) 1,246
-------------------------------
Acquisitions, disposals and
dilutions 31 (2,115)
-------------------------------
Other significant items 4,535 1,444
-------------------------------
Adjusted 22,829 22,981 (1)
------------------------------- ---------------------------- ----------------------------
1 Net operating income before loan impairment charges and other
credit risk provisions, also referred to as revenue.
2 'Currency translation adjustment' is the effect of translating
the results of subsidiaries and associates for the previous year at
the average rates of exchange applicable in the current year.
3 'Own credit spread' includes the fair value movements on our
long-term debt attributable to credit spread where the net result
of such movements will be zero upon maturity of the debt. This does
not include fair value changes due to own credit risk in respect of
trading liabilities or derivative liabilities.
4 Positive numbers are favourable: negative numbers are unfavourable.
9. Contingent liabilities, contractual commitments and
guarantees
2014 2013
US$m US$m
Guarantees and contingent liabilities
Guarantees 86,385 84,554
-------------------------------------------------------
Other contingent liabilities 346 182
------------------------------------------------------- ------- -------
At 31 December 86,731 84,736
------------------------------------------------------- ------- -------
Commitments
Documentary credits and short-term trade-related
transactions 12,082 12,154
-------------------------------------------------------
Forward asset purchases and forward forward
deposits placed 823 1,005
-------------------------------------------------------
Undrawn formal standby facilities, credit lines
and other commitments to lend 638,475 574,444
-------------------------------------------------------
At 31 December 651,380 587,603
------------------------------------------------------- ------- -------
The above table discloses the nominal principal amounts of
commitments, guarantees and other contingent liabilities.
Contingent liabilities arising from legal proceedings, regulatory
and other matters against Group companies are disclosed in Notes 29
and 40 of the Annual Report and Accounts 2014. Nominal principal
amounts represent the amounts at risk should the contracts be fully
drawn upon and clients default. As a significant portion of
guarantees and commitments is expected to expire without being
drawn upon, the total of the nominal principal amounts is not
indicative of future liquidity requirements.
Guarantees
2014 2013
------------------------------- -------------------------------
Guarantees Guarantees
by by
HSBC Holdings HSBC Holdings
Guarantees in favour Guarantees in favour
in favour of in favour of
of other HSBC of other HSBC
third parties Group entities third parties Group entities
US$m US$m US$m US$m
Guarantee type
Financial guarantees(1) 30,406 36,800 31,224 36,800
------------------------------
Credit-related guarantees(2) 16,672 15,223 15,076 16,036
------------------------------
Other guarantees 39,307 - 38,254 -
------------------------------
At 31 December 86,385 52,023 84,554 52,836
------------------------------ -------------- --------------- -------------- ---------------
1 Financial guarantees are contracts that require HSBC to make
specified payments to reimburse the holder for a loss incurred
because a specified debtor fails to make payment when due.
2 Credit-related guarantees are contracts that have similar
features to financial guarantee contracts but fail to meet the
definition of a financial guarantee contract under IAS 39.
The amounts disclosed in the above table are nominal principal
amounts and reflect HSBC's maximum exposure under a large number of
individual guarantee undertakings. The risks and exposures arising
from guarantees are captured and managed in accordance with HSBC's
overall credit risk management policies and procedures.
Approximately half of the above guarantees have a term of less than
one year. Guarantees with terms of more than one year are subject
to HSBC's annual credit review process.
Financial Services Compensation Scheme
The Financial Services Compensation Scheme ('FSCS') has provided
compensation to consumers following the collapse of a number of
deposit takers. The compensation paid out to consumers is currently
funded through loans from the Bank of England and HM Treasury which
at 31 December 2014 stood at approximately GBP16bn (US$24.9bn).
In order to repay the loan principal which is not expected to be
recovered, the FSCS levies participating financial institutions. In
January 2015, the FSCS announced that the expected levy on
participating financial institutions for Scheme Year 2015/2016
would be GBP347m (US$541m) (2014/2015: GBP399m (US$660m)).
The ultimate FSCS levy to the industry as a result of the
collapses cannot currently be estimated reliably as it is dependent
on various uncertain factors including the potential recoveries of
assets by the FSCS and changes in the level of protected deposits
and the population of FSCS members at the time.
Capital commitments
In addition to the commitments disclosed on page 21, at 31
December 2014 HSBC had US$656m (2013: US$401m) of capital
commitments contracted but not provided for and US$101m (2013:
US$112m) of capital commitments authorised but not contracted
for.
Associates
HSBC's share of associates' contingent liabilities amounted to
US$47,593m at 31 December 2014 (2013: US$46,574m). No matters arose
where HSBC was severally liable.
10. Legal proceedings and regulatory matters
HSBC is party to legal proceedings and regulatory matters in a
number of jurisdictions arising out of its normal business
operations. Apart from the matters described below, HSBC considers
that none of these matters are material. The recognition of
provisions is determined in accordance with the accounting policies
set out in Note 29 on the Financial Statements in the Annual Report
and Accounts 2014. While the outcome of legal proceedings and
regulatory matters is inherently uncertain, management believes
that, based on the information available to it, appropriate
provisions have been made in respect of these matters as at 31
December 2014. Where an individual provision is material, the fact
that a provision has been made is stated and quantified. Any
provision recognised does not constitute an admission of wrongdoing
or legal liability. It is not practicable to provide an aggregate
estimate of potential liability for our legal proceedings and
regulatory matters as a class of contingent liabilities.
Securities litigation
As a result of an August 2002 restatement of previously reported
consolidated financial statements and other corporate events,
including the 2002 settlement with 46 states and the District of
Columbia relating to real estate lending practices, Household
International and certain former officers were named as defendants
in a class action lawsuit, Jaffe v. Household International, Inc.,
et al., filed in August 2002 in the US District Court for the
Northern District of Illinois (the 'Illinois District Court'). The
complaint asserted claims under the US Securities Exchange Act and
alleged that the defendants knowingly or recklessly made false and
misleading statements of material fact relating to Household
International's Consumer Lending operations, including collections,
sales and lending practices, some of which ultimately led to the
2002 state settlement agreement, and facts relating to accounting
practices evidenced by the restatement. Ultimately, a class was
certified on behalf of all persons who acquired and disposed of
Household International common stock between July 1999 and October
2002.
A jury trial concluded in April 2009, which was decided partly
in favour of the plaintiffs. Various legal challenges to the
verdict were raised in post-trial briefing.
In December 2011, following the submission of claim forms by
class members, the court-appointed claims administrator to the
Illinois District Court reported that the total number of claims
that generated an allowed loss was 45,921, and that the aggregate
amount of these claims was approximately US$2.2bn. The defendants
filed legal challenges regarding the presumption of reliance as to
the class and compliance with the claim form requirements, which
the Illinois District Court, in September 2012, rejected for the
most part. The Illinois District Court directed further proceedings
before a court-appointed Special Master to address certain claims
submission issues.
In October 2013, the Illinois District Court denied the
defendants' additional post-trial motions for judgement as a matter
of law or, in the alternative, for a new trial, and granted
plaintiffs' motions for a partial final judgement and awarded
pre--judgement interest at the prime rate, compounded annually.
Subsequently, in October 2013, the Illinois District Court entered
a partial final judgement against the defendants in the amount of
approximately US$2.5bn (including pre-judgement interest). In
addition to the partial judgement that has been entered, there also
remain approximately US$625m in claims, prior to imposition of
pre-judgement interest, that still are subject to objections that
have not yet been ruled upon by the Illinois District Court.
The defendants filed a Notice of Appeal of the partial final
judgement, and oral argument was heard by the US Court of Appeals
for the Seventh Circuit (the 'Court of Appeals') in May 2014. We
await a decision from the Court of Appeals. The defendants have
also filed a supersedeas bond in the approximate amount of the
partial final judgement (US$2.5bn) in order to stay execution on
the judgement pending appeal. Despite the jury verdict, the various
rulings of the Illinois District Court, and the partial final
judgement, we continue to believe that we have meritorious grounds
for relief on appeal.
The timing and outcome of the ultimate resolution of this matter
is uncertain. Given the complexity and uncertainties associated
with the actual determination of damages, including the outcome of
any appeals, there is a wide range of possible outcomes. If the
Court of Appeals rejects or only partially accepts our arguments,
the amount of damages, based upon that partial final judgement, and
other pending claims and the application of pre-judgement interest
on those pending claims, may lie in a range from a relatively
insignificant amount to an amount up to or exceeding US$3.6bn. Once
a judgement is entered (such as the approximately US$2.5bn partial
final judgement entered in October 2013), post-judgement interest
accrues on the judgement at a rate equal to the weekly average of
the one-year constant maturity treasury yield as published by the
Federal Reserve System. A provision has been made based on
management's best estimate of probable outflows.
Bernard L. Madoff Investment Securities LLC
Bernard L. Madoff ('Madoff') was arrested in December 2008, and
ultimately pleaded guilty to running a Ponzi scheme. He has
acknowledged, in essence, that while purporting to invest his
customers' money in securities, he in fact never invested in
securities and used other customers' money to fulfil requests to
return investments. His firm, Bernard L. Madoff Investment
Securities LLC ('Madoff Securities'), is being liquidated by a
trustee (the 'Trustee').
Various non-US HSBC companies provided custodial, administration
and similar services to a number of funds incorporated outside the
US whose assets were invested with Madoff Securities. Based on
information provided by Madoff Securities, as at 30 November 2008,
the purported aggregate value of these funds was US$8.4bn, an
amount that includes fictitious profits reported by Madoff. Based
on information available to HSBC, we have estimated that the funds'
actual transfers to Madoff Securities minus their actual
withdrawals from Madoff Securities during the time that HSBC
serviced the funds totalled approximately US$4bn. Various HSBC
companies have been named as defendants in lawsuits arising out of
Madoff Securities' fraud.
US/UK Litigation: The Trustee has brought suits against various
HSBC companies in the US Bankruptcy Court and in the English High
Court. The Trustee's US actions included common law claims,
alleging that HSBC aided and abetted Madoff's fraud and breach of
fiduciary duty. Those claims were dismissed on grounds of lack of
standing. The Trustee's remaining US claims seek recovery of
prepetition transfers pursuant to US bankruptcy law. The amount of
these remaining claims has not been pleaded or determined as
against HSBC.
Alpha Prime Fund Ltd ('Alpha Prime') and Senator Fund SPC,
co-defendants in the Trustee's US actions, have brought
cross-claims against HSBC. These funds have also sued HSBC in
Luxembourg (discussed below).
The Trustee's English action seeks recovery of unspecified
transfers from Madoff Securities to or through HSBC. HSBC has not
yet been served with the Trustee's English action. The Trustee's
deadline for serving the claim has been extended through the third
quarter of 2015.
Fairfield Sentry Limited, Fairfield Sigma Limited and Fairfield
Lambda Limited (collectively, 'Fairfield'), funds whose assets were
invested with Madoff Securities, commenced multiple suits in the US
and the British Virgin Islands (the 'BVI') against fund
shareholders, including various HSBC companies that acted as
nominees for HSBC clients, seeking restitution of payments made in
connection with share redemptions. The US actions brought by
Fairfield are stayed pending the outcome of the Fairfield cases in
the BVI (discussed below).
In September 2013, the US Court of Appeals for the Second
Circuit affirmed the dismissal of purported class action claims
against HSBC and others brought by investors in three
Madoff-invested funds on grounds of forum non conveniens. The
plaintiffs' petitions for certiorari to the US Supreme Court were
filed in December 2014. The Supreme Court's decision on whether to
grant certiorari review is expected in the first half of 2015.
In December 2014, three new Madoff-related actions were filed.
The first is a purported class action brought by direct investors
in Madoff Securities who were holding their investments as of
December 2008, asserting various common law claims and seeking to
recover damages lost to Madoff Securities' fraud on account of
HSBC's purported knowledge and alleged furtherance of the fraud.
The other two actions were filed by SPV Optimal SUS Ltd ('SPV
Optimal'), the purported assignee of the Madoff Securities-invested
company, Optimal Strategic US Equity Ltd. One of these actions was
filed in New York state court and the other in US federal district
court. In January 2015, SPV Optimal dismissed its federal lawsuit
against HSBC. The state court action against HSBC remains
pending.
BVI Litigation: Beginning in October 2009, the Fairfield funds,
whose assets were directly or indirectly invested with Madoff
Securities, commenced multiple suits in the BVI against numerous
fund shareholders, including various HSBC companies that acted as
nominees for clients of HSBC's private banking business and other
clients who invested in the Fairfield funds. The Fairfield funds
are seeking restitution of redemption payments made by the funds to
defendants on the grounds that they were mistakenly based on
inflated net asset values. In April 2014, the UK Privy Council
issued a ruling on two preliminary issues in favour of other
defendants in the BVI actions, and issued its order in October
2014. There is also a pending motion brought by other defendants
before the BVI court challenging the Fairfield liquidator's
authorisation to pursue its claims in the US. The BVI court has
adjourned the hearing on that pending motion until March 2015.
Bermuda Litigation: In January 2009, Kingate Global Fund Limited
and Kingate Euro Fund Limited (collectively, 'Kingate'), funds
whose assets were directly or indirectly invested with Madoff
Securities, commenced an action in Bermuda against HSBC Bank
Bermuda Limited for recovery of funds held in Kingate's accounts,
fees and dividends. This action is currently pending, but is not
expected to move forward until there is a resolution as to the
Trustee's separate US actions against Kingate and HSBC Bank Bermuda
Limited.
Thema Fund Limited ('Thema') and Hermes International Fund
Limited ('Hermes'), funds invested with Madoff Securities, each
also brought three actions in Bermuda in 2009. The first set of
actions were brought against HSBC Institutional Trust Services
(Bermuda) Limited and seek recovery of funds in frozen accounts
held at HSBC. The second set of actions asserts liability against
HSBC Institutional Trust Services (Bermuda) Limited in relation to
claims for mistake, recovery of fees and damages for breach of
contract. The third set of actions seeks return of fees from HSBC
Bank Bermuda Limited and HSBC Securities Services (Bermuda). There
has been little progress in these actions for several years,
although in January 2015, Thema and Hermes served notice of intent
to proceed in respect of the second set of actions referred to
above.
Cayman Islands Litigation: In February 2013, Primeo Fund, a
Cayman Islands-based fund invested in Madoff Securities, brought an
action against the fund administrator, Bank of Bermuda (Cayman),
and the fund custodian, HSBC Securities Services (Luxembourg)
('HSSL'), alleging breaches of contract. Primeo Fund claims damages
from defendants to compensate it for alleged losses, including loss
of profit and any liability to the Trustee. Trial has been
postponed to January 2016.
Luxembourg Litigation: In April 2009, Herald Fund SPC ('Herald')
(in official liquidation since July 2013) commenced action against
HSSL before the Luxembourg District Court seeking restitution of
all cash and securities Herald purportedly lost because of Madoff
Securities' fraud, or in the alternative, money damages in the same
amount. In March 2013, the Luxembourg District Court dismissed
Herald's restitution claim for the return of the securities.
Herald's restitution claim for return of the cash and claim for
money damages were reserved. Herald appealed this judgement in May
2013. Judgement on the issue of a judicial bond is expected to be
rendered in May 2015. Proceedings on the reserved restitution claim
were suspended pending resolution of the appeal.
In October 2009, Alpha Prime sued HSSL before the Luxembourg
District Court, alleging breach of contract and negligence in the
appointment of Madoff Securities as a sub-custodian of Alpha
Prime's assets. Alpha Prime was ordered to provide a judicial bond.
Alpha Prime requested a stay of these proceedings pending its
negotiations with the Trustee in the US proceedings. The matter has
been temporarily suspended.
In March 2010, Herald (Lux) SICAV ('Herald (Lux)') (in official
liquidation since April 2009) brought an action against HSSL before
the Luxembourg District Court seeking restitution of securities, or
the cash equivalent, or money damages in the alternative. Herald
(Lux) has also requested the restitution of fees paid to HSSL as
custodian and service agent of the fund. The last preliminary
hearing is scheduled to take place in March 2015.
In December 2014, Senator Fund SPC commenced an action against
HSSL before the Luxembourg District Court, seeking the restitution
of securities held as of the latest net asset value statement from
November 2008, or in the alternative, money damages. The first
preliminary hearing is scheduled to take place in February
2015.
HSSL has been sued in various actions by shareholders in the
Primeo Select Fund, Herald, Herald (Lux), and Hermes funds. These
actions are in different stages, most of which have been dismissed,
suspended or postponed.
Ireland Litigation: In November 2013, Defender Limited, a fund
invested with Madoff securities, commenced an action against HSBC
Institutional Trust Services (Ireland) Limited ('HTIE'), alleging
breach of the custodian agreement and claiming damages and
indemnification for claims against Defender Limited for fund
losses. The action also includes four non-HSBC parties, who served
as directors and investment managers to Defender Limited.
In July 2013 and December 2013, settlements were reached in
respect of claims filed against HTIE in the Irish High Court by
Thema International Fund plc ('Thema International') and
Alternative Advantage Plc ('AA'), respectively. Five actions by
individual Thema International shareholders remain pending.
In December 2014, a new proceeding against HTIE and HSBC
Securities Services (Ireland) Limited was brought by SPV Optimal,
alleging breach of the custodian agreement and claiming damages and
indemnification for fund losses.
There are many factors that may affect the range of possible
outcomes, and the resulting financial impact, of the various
Madoff-related proceedings described above, including but not
limited to the multiple jurisdictions in which the proceedings have
been brought and the number of different plaintiffs and defendants
in such proceedings. For these reasons, amongst others, it is not
practicable at this time for HSBC to estimate reliably the
aggregate liabilities, or ranges of liabilities, that might arise
as a result of all claims in the various Madoff-related
proceedings, but they could be significant.
US mortgage-related investigations
In April 2011, following completion of a broad horizontal review
of industry residential mortgage foreclosure practices, HSBC Bank
USA N.A. ('HSBC Bank USA') entered into a consent cease-and-desist
order with the Office of the Comptroller of the Currency (the
'OCC'). HSBC Finance Corporation ('HSBC Finance') and HSBC North
America Holdings Inc. ('HNAH') also entered into a similar consent
order with the Federal Reserve Board (the 'FRB') (together with the
OCC order, the 'Servicing Consent Orders'). The Servicing Consent
Orders require prescribed actions to address the deficiencies noted
in the joint examination and described in the consent orders. HSBC
Bank USA, HSBC Finance and HNAH continue to work with the OCC and
the FRB to align their processes with the requirements of the
consent orders and are implementing operational changes as
required.
Pursuant to the Servicing Consent Orders, an independent
consultant was retained to conduct an independent review of
foreclosures pending or completed between January 2009 and December
2010 (the 'Independent Foreclosure Review') to determine if any
borrower was financially injured as a result of an error in the
foreclosure process. In February 2013, HSBC Bank USA entered into
an agreement with the OCC, and HSBC Finance and HNAH entered into
an agreement with the FRB (together, the 'IFR Settlement
Agreements'), pursuant to which the Independent Foreclosure Review
was replaced by a broader framework under which HSBC and 12 other
participating servicers agreed to provide, in the aggregate, over
US$9.3bn in cash payments and other assistance to help eligible
borrowers. Pursuant to the IFR Settlement Agreements, HNAH made a
cash payment of US$96m into a fund used to make payments to
borrowers that were in active foreclosure during 2009 and 2010, and
in addition, is providing other assistance (e.g. loan
modifications) to help eligible borrowers. Borrowers who receive
compensation will not be required to execute a release or waiver of
rights and will not be precluded from pursuing litigation
concerning foreclosure or other mortgage servicing practices. For
participating servicers, including HSBC Bank USA and HSBC Finance,
fulfilment of the terms of the IFR Settlement Agreements will
satisfy the Independent Foreclosure Review requirements of the
Servicing Consent Orders, including the wind-down of the
Independent Foreclosure Review.
The Servicing Consent Orders do not preclude additional
enforcement actions against HSBC Bank USA, HSBC Finance or HNAH by
bank regulatory, governmental or law enforcement agencies, such as
the US Department of Justice (the 'DoJ') or state Attorneys
General, which could include the imposition of civil money
penalties and other sanctions relating to the activities that are
the subject of the Servicing Consent Orders. Pursuant to the IFR
Settlement Agreement with the OCC, however, the OCC has agreed that
it will not assess civil money penalties or initiate any further
enforcement action with respect to past mortgage servicing and
foreclosure-related practices addressed in the Servicing Consent
Orders, provided the terms of the IFR Settlement Agreements are
fulfilled. The OCC's agreement not to assess civil money penalties
is further conditioned on HNAH making payments or providing
borrower assistance pursuant to any agreement that may be entered
into with the DoJ in connection with the servicing of residential
mortgage loans. The FRB has agreed that any assessment of civil
money penalties by the FRB will reflect a number of adjustments,
including amounts expended in consumer relief and payments made
pursuant to any agreement that may be entered into with the DoJ in
connection with the servicing of residential mortgage loans. The
IFR Settlement Agreements do not preclude private litigation
concerning these practices.
Separate from the Servicing Consent Orders and the settlements
related to the Independent Foreclosure Review discussed above, in
February 2012, five of the largest US mortgage servicers (not
including any HSBC companies) reached a settlement with the DoJ,
the US Department of Housing and Urban Development and state
Attorneys General of 49 states with respect to foreclosure and
other mortgage servicing practices. Following the February 2012
settlement, these government agencies initiated discussions with
other mortgage industry servicers, including HSBC, HSBC Bank USA,
HSBC Finance and HNAH have had discussions with US bank regulators
and other governmental agencies regarding a potential resolution.
Any such settlement, however, may not completely preclude other
enforcement actions by state or federal agencies, bank regulators
or law enforcement bodies related to foreclosure and other mortgage
servicing practices, including, but not limited to, matters
relating to the securitisation of mortgages for investors. These
practices have in the past resulted in private litigation, and such
a settlement would not preclude further private litigation
concerning these practices.
US mortgage securitisation activity and litigation
HSBC Bank USA has been involved as a sponsor/seller of loans
used to facilitate whole loan securitisations underwritten by HSBC
Securities (USA) Inc. ('HSI'). From 2005 to 2007, HSBC Bank USA
purchased and sold US$24bn of such loans to HSI which were
subsequently securitised and sold by HSI to third parties. The
outstanding principal balance on these loans was approximately
US$5.7bn as at 31 December 2014.
Participants in the US mortgage securitisation market that
purchased and repackaged whole loans have been the subject of
lawsuits and governmental and regulatory investigations and
inquiries, which have been directed at groups within the US
mortgage market such as servicers, originators, underwriters,
trustees or sponsors of securitisations, and at particular
participants within these groups. As the industry's residential
mortgage foreclosure issues continue, HSBC Bank USA has taken title
to an increasing number of foreclosed homes as trustee on behalf of
various securitisation trusts. As nominal record owner of these
properties, HSBC Bank USA has been sued by municipalities and
tenants alleging various violations of law, including laws
regarding property upkeep and tenants' rights. While HSBC believes
and continues to maintain that the obligations at issue and any
related liabilities are properly those of the servicer of each
trust, HSBC continues to receive significant adverse publicity in
connection with these and similar matters, including foreclosures
that are serviced by others in the name of 'HSBC, as trustee'.
Between June and December 2014, a number of lawsuits were filed
in state and federal court in New York against HSBC Bank USA as
trustee of over 250 mortgage securitisation trusts. These lawsuits
are brought derivatively on behalf of the trusts by a class of
investors including, amongst others, BlackRock and PIMCO funds.
Similar lawsuits were filed simultaneously against other non-HSBC
financial institutions that served as mortgage securitisation pool
trustees. The complaints against HSBC Bank USA allege that the
trusts have sustained losses in collateral value of over US$34bn.
The lawsuits seek unspecified damages resulting from alleged
breaches of the US Trust Indenture Act, breach of fiduciary duties,
negligence, breach of contract and breach of the common law duty of
trust. HSBC filed a motion to dismiss three of these lawsuits in
January 2015.
Various HSBC companies have also been named as defendants in a
number of actions in connection with residential mortgage-backed
securities ('RMBS') offerings, which generally allege that the
offering documents for securities issued by securitisation trusts
contained material misstatements and omissions, including
statements regarding the underwriting standards governing the
underlying mortgage loans. In September 2011, an action was filed
by the Federal Housing Finance Agency ('FHFA'), acting in its
capacity as conservator for the Federal National Mortgage
Association ('Fannie Mae') and the Federal Home Loan Mortgage
Corporation ('Freddie Mac') in the US District Court for the
Southern District of New York (the 'New York District Court')
against HSBC Bank USA, HNAH, HSI and HSI Asset Securitization
('HASCO'), as well as five former and current officers and
directors of HASCO. FHFA sought money damages or rescission of
mortgage-backed securities purchased by Fannie Mae and Freddie Mac
that were either underwritten or sponsored by HSBC companies. As
announced in September 2014, this matter was resolved between the
parties by final settlement requiring HSBC to pay a total of
US$550m to FHFA.
HSBC Bank USA, HSBC Finance and Decision One Mortgage Company
LLC (an indirect subsidiary of HSBC Finance) have been named as
defendants in various mortgage loan repurchase actions brought by
trustees of securitisation trusts. In the aggregate, these actions
seek to have the HSBC defendants repurchase mortgage loans, or pay
compensatory damages in lieu of repurchase totalling at least
US$1bn. Motions to dismiss have been filed and are fully briefed
and pending in two of these actions.
Since 2010, various HSBC entities have received subpoenas and
requests for information from US authorities seeking the production
of documents and information regarding HSBC's involvement, and the
involvement of its affiliates, in particular private-label RMBS
transactions as an issuer, sponsor, underwriter, depositor,
trustee, custodian or servicer. HSBC continues to cooperate with
these US authorities. In November 2014, HNAH, on behalf of itself
and various subsidiaries including, but not limited to, HSBC Bank
USA, HASCO, HSI, HSI Asset Loan Obligation, HSBC Mortgage
Corporation (USA), HSBC Finance and Decision One Mortgage Company
LLC, received a subpoena from the US Attorney's Office for the
District of Colorado, pursuant to the Financial Industry Reform,
Recovery and Enforcement Act, concerning the origination,
financing, purchase, securitisation and servicing of subprime and
non-subprime residential mortgages. This matter is at an early
stage and HSBC is cooperating fully.
Based on the facts currently known, it is not practicable at
this time for HSBC to predict the resolution of these matters,
including the timing or any possible impact on HSBC.
HSBC expects the focus on mortgage securitisations to continue.
As a result, HSBC companies may be subject to additional claims,
litigation and governmental or regulatory scrutiny relating to its
participation in the US mortgage securitisation market, either as a
member of a group or individually.
Anti-money laundering and sanctions-related matters
In October 2010, HSBC Bank USA entered into a consent
cease-and-desist order with the OCC, and HNAH entered into a
consent cease-and-desist order with the FRB (the 'Orders'). These
Orders required improvements to establish an effective compliance
risk management programme across HSBC's US businesses, including
risk management related to US Bank Secrecy Act (the 'BSA') and
anti-money laundering ('AML') compliance. Steps continue to be
taken to address the requirements of the Orders.
In December 2012, HSBC Holdings plc ('HSBC Holdings'), HNAH and
HSBC Bank USA entered into agreements with US and UK government
agencies regarding past inadequate compliance with the BSA, AML and
sanctions laws. Among those agreements, HSBC Holdings and HSBC Bank
USA entered into a five-year deferred prosecution agreement with
the DoJ, the US Attorney's Office for the Eastern District of New
York, and the US Attorney's Office for the Northern District of
West Virginia (the 'US DPA'); HSBC Holdings entered into a two-year
deferred prosecution agreement with the New York County District
Attorney (the 'DANY DPA'); and HSBC Holdings consented to a
cease-and-desist order and HSBC Holdings and HNAH consented to a
civil money penalty order with the FRB. In addition, HSBC Bank USA
entered into a civil money penalty order with FinCEN and a separate
civil money penalty order with the OCC. HSBC Holdings also entered
into an agreement with the Office of Foreign Assets Control
('OFAC') regarding historical transactions involving parties
subject to OFAC sanctions and an undertaking with the UK Financial
Conduct Authority (the 'FCA') to comply with certain
forward-looking AML and sanctions-related obligations.
Under these agreements, HSBC Holdings and HSBC Bank USA made
payments totalling US$1.9bn to US authorities and are continuing to
comply with ongoing obligations. In July 2013, the US District
Court for the Eastern District of New York approved the US DPA and
retained authority to oversee implementation of that agreement.
Under the agreements with the DoJ, FCA, and FRB, an independent
monitor (who is, for FCA purposes, a 'skilled person' under Section
166 of the Financial Services and Markets Act) is evaluating and
regularly assessing the effectiveness of HSBC's AML and sanctions
compliance function and HSBC's progress in implementing its
remedial obligations under the agreements.
HSBC Holdings has fulfilled all of the requirements imposed by
the DANY DPA, which expired by its terms at the end of the two-year
period of that agreement in December 2014. If HSBC Holdings and
HSBC Bank USA fulfil all of the requirements imposed by the US DPA,
the DoJ charges against those entities will be dismissed at the end
of the five-year period of that agreement. The DoJ may prosecute
HSBC Holdings or HSBC Bank USA in relation to any matters that are
the subject of the US DPA if HSBC Holdings or HSBC Bank USA
breaches the terms of the US DPA.
HSBC Bank USA also entered into a separate consent order with
the OCC, requiring it to correct the circumstances and conditions
as noted in the OCC's then most recent report of examination, and
imposing certain restrictions on HSBC Bank USA directly or
indirectly acquiring control of, or holding an interest in, any new
financial subsidiary, or commencing a new activity in its existing
financial subsidiary, unless it receives prior approval from the
OCC. HSBC Bank USA also entered into a separate consent order with
the OCC requiring it to adopt an enterprise-wide compliance
programme.
These settlements with US and UK authorities have led to private
litigation, and do not preclude further private litigation related
to HSBC's compliance with applicable BSA, AML and sanctions laws or
other regulatory or law enforcement actions for BSA, AML, sanctions
or other matters not covered by the various agreements.
In May 2014, a shareholder derivative action was filed by a
shareholder of HSBC Holdings purportedly on behalf of HSBC
Holdings, HSBC Bank USA, HNAH and HSBC USA Inc. (the 'Nominal
Corporate Defendants') in New York State Supreme Court against
certain current and former directors and officers of those HSBC
companies (the 'Individual Defendants'). The complaint alleges that
the Individual Defendants breached their fiduciary duties to the
Nominal Corporate Defendants and caused a waste of corporate assets
by allegedly permitting and/or causing the conduct underlying the
US DPA. In October 2014, the Nominal Corporate Defendants moved to
dismiss the action, and the Individual Defendants who had been
served also responded to the complaint. Plaintiff filed an amended
complaint in February 2015.
In July 2014, a claim was filed in the Ontario Superior Court of
Justice against HSBC Holdings and a former employee purportedly on
behalf of a class of persons who purchased HSBC common shares and
ADSs between July 2006 and July 2012. The complaint, which seeks
monetary damages of up to CA$20bn, alleges that the defendants made
statutory and common law misrepresentations in documents released
by HSBC Holdings and its wholly owned subsidiary, HSBC Bank Canada,
relating to HSBC's compliance with BSA, AML, sanctions and other
laws.
In November 2014, a complaint was filed in the US District Court
for the Eastern District of New York on behalf of representatives
of US persons killed or injured in Iraq between April 2004 and
November 2011. The complaint was filed against HSBC Holdings, HSBC
Bank plc, HSBC Bank USA and HSBC Bank Middle East, as well as other
non-HSBC banks and the Islamic Republic of Iran (together, the
'Defendants'). The plaintiffs allege that defendants conspired to
violate the US Anti-Terrorism Act, by altering or falsifying
payment messages involving Iran, Iranian parties and Iranian banks
for transactions processed through the US. Defendants' motion to
dismiss is due to be filed in March 2015.
These private lawsuits are at an early stage. Based on the facts
currently known, it is not practicable at this time for HSBC to
predict the resolution of these private lawsuits, including the
timing or any possible impact on HSBC.
Tax and broker-dealer investigations
HSBC continues to cooperate in ongoing investigations by the DoJ
and the US Internal Revenue Service regarding whether certain HSBC
companies and employees acted appropriately in relation to certain
customers who had US tax reporting obligations. In connection with
these investigations, HSBC Private Bank (Suisse) SA ('HSBC Swiss
Private Bank'), with due regard for Swiss law, has produced records
and other documents to the DoJ. In August 2013, the DoJ informed
HSBC Swiss Private Bank that it was not eligible for the 'Program
for Non-Prosecution Agreements or Non-Target Letters for Swiss
Banks' since a formal investigation had previously been authorised.
The DoJ has requested additional information from HSBC Swiss
Private Bank and other Swiss banks regarding the transfer of assets
to and from US person-related accounts and employees who serviced
those accounts. HSBC Swiss Private Bank is preparing this data, in
a manner consistent with Swiss law.
Other HSBC companies have received subpoenas and requests for
information from US and other authorities, including with respect
to US-based clients of an HSBC company in India.
In November 2014, HSBC Swiss Private Bank reached a final
settlement with the SEC relating to cross-border brokerage and
advisory services provided by HSBC Swiss Private Bank and its
predecessor entities to US resident clients between 2003 and
2011.
In addition, various tax administration, regulatory and law
enforcement authorities around the world, including in Belgium,
France, Argentina, Switzerland and India, are conducting
investigations and reviews of HSBC Swiss Private Bank in connection
with allegations of tax evasion or tax fraud, money laundering and
unlawful cross-border banking solicitation. HSBC Swiss Private Bank
has been placed under formal criminal examination by magistrates in
both Belgium and France. In February 2015, HSBC was informed that
the French magistrates are of the view that they have completed
their investigation with respect to HSBC Swiss Private Bank and
have referred the matter to the public prosecutor for a
recommendation on any potential charges to be brought, whilst
reserving the right to continue investigating other conduct at
HSBC. In addition, in November 2014, the Argentine tax authority
filed a complaint alleging an unlawful association between HSBC
Swiss Private Bank, HSBC Bank Argentina, HSBC Bank USA and certain
current and former HSBC officers, which allegedly enabled HSBC
customers to evade Argentine tax obligations. In February 2015, a
public prosecutor in Switzerland commenced an investigation of HSBC
Swiss Private Bank, and the Indian tax authority issued a summons
and request for information to an HSBC company in India.
With respect to each of these ongoing matters, HSBC is
cooperating with the relevant authorities. Based on the facts
currently known, there is a high degree of uncertainty as to the
terms on which they will be resolved and the timing of such
resolutions, including the amounts of fines, penalties and/or
forfeitures imposed on HSBC, which could be significant.
In light of the recent media attention regarding these matters,
it is possible that other tax administration, regulatory or law
enforcement authorities will also initiate or enlarge similar
investigations or regulatory proceedings.
London interbank offered rates, European interbank offered rates
and other benchmark interest rate investigations and litigation
Various regulators and competition and law enforcement
authorities around the world, including in the UK, the US, the EU,
Switzerland and elsewhere, are conducting investigations and
reviews related to certain past submissions made by panel banks and
the processes for making submissions in connection with the setting
of London interbank offered rates ('Libor'), European interbank
offered rates ('Euribor') and other benchmark interest rates. As
certain HSBC companies are members of such panels, HSBC has been
the subject of regulatory demands for information and is
cooperating with those investigations and reviews.
In December 2013, the European Commission (the 'Commission')
announced that it had imposed fines on eight financial institutions
under its cartel settlement procedure for their participation in
illegal activity related to euro interest rate derivatives and/or
yen interest rate derivatives. Although HSBC was not one of the
financial institutions fined, the Commission announced that it had
opened proceedings against HSBC in connection with its
Euribor-related investigation of euro interest rate derivatives
only. This investigation will continue under the standard
Commission cartel procedure. In May 2014, HSBC received a Statement
of Objections from the Commission, alleging anti-competitive
practices in connection with the pricing of euro interest rate
derivatives. The Statement of Objections sets out the Commission's
preliminary views and does not prejudge the final outcome of its
investigation. HSBC responded partially to the Commission's
Statement of Objections in November 2014, and will have the
opportunity to complete its response on a date to be decided by the
Commission, once various procedural issues are resolved.
Based on the facts currently known, with respect to each of
these ongoing investigations, there is a high degree of uncertainty
as to the terms on which they will be resolved and the timing of
such resolution, including the amounts of fines and/or penalties,
which could be significant.
In addition, HSBC and other US dollar Libor panel banks have
been named as defendants in a number of private lawsuits filed in
the US with respect to the setting of US dollar Libor. The
complaints assert claims under various US laws, including US
antitrust and racketeering laws, the US Commodity Exchange Act
('CEA'), and state law. The lawsuits include individual and
putative class actions, most of which have been transferred and/or
consolidated for pre-trial purposes before the New York District
Court.
In March 2013, the New York District Court overseeing the
consolidated proceedings related to US dollar Libor issued a
decision in the six oldest actions, dismissing the plaintiffs'
federal and state antitrust claims, racketeering claims, and unjust
enrichment claims in their entirety, but allowing certain of their
CEA claims that were not barred by the applicable statute of
limitations to proceed. Some of those plaintiffs appealed the New
York District Court's decision to the US Court of Appeals for the
Second Circuit, which later dismissed those appeals. In January
2015, the US Supreme Court reversed the Court of Appeals' decision
and remanded the case to the Court of Appeals for consideration of
the merits of the plaintiffs' appeal.
Other plaintiffs sought to file amended complaints in the New
York District Court to assert additional allegations. In June 2014,
the New York District Court issued a decision that, amongst other
things, denied the plaintiffs' request for leave to amend their
complaints to assert additional theories of Libor manipulation
against HSBC and certain non-HSBC banks, but granted leave to
assert such manipulation claims against two other banks; and
granted defendants' motion to dismiss certain additional claims
under the CEA as barred by the applicable statute of limitations.
Proceedings with respect to all other actions in the consolidated
proceedings were stayed pending this decision. The stay was lifted
in September 2014. Amended complaints were filed in previously
stayed non-class actions in October 2014; and amended complaints
were filed in several of the previously stayed class actions in
November 2014. Motions to dismiss were filed in November 2014 and
January 2015, respectively, and remain pending.
Separately, HSBC and other panel banks have also been named as
defendants in a putative class action filed in the New York
District Court on behalf of persons who transacted in euroyen
futures and options contracts related to the euroyen Tokyo
interbank offered rate ('Tibor'). The complaint alleges, amongst
other things, misconduct related to euroyen Tibor, although HSBC is
not a member of the Japanese Bankers Association's euroyen Tibor
panel, as well as Japanese yen Libor, in violation of US antitrust
laws, the CEA, and state law. In March 2014, the New York District
Court issued an opinion dismissing the plaintiffs' claims under US
antitrust law and state law, but sustaining their claims under the
CEA. In June 2014, the plaintiffs moved for leave to file a third
amended complaint. HSBC has opposed that motion, which remains
pending.
In November 2013, HSBC and other panel banks were also named as
defendants in a putative class action filed in the New York
District Court on behalf of persons who transacted in euro futures
contracts and other financial instruments related to Euribor. The
complaint alleges, amongst other things, misconduct related to
Euribor in violation of US antitrust laws, the CEA and state law.
The plaintiffs filed a second and later third amended complaint in
May 2014 and October 2014, respectively. HSBC intends to respond to
the third amended complaint once a court-ordered stay expires,
currently set for May 2015.
In September and October 2014, HSBC Bank plc and other panel
banks were named as defendants in a number of putative class
actions that were filed and consolidated in the New York District
Court on behalf of persons who transacted in interest rate
derivative transactions or purchased or sold financial instruments
that were either tied to USD ISDAfix rates or were executed shortly
before, during, or after the time of the daily ISDAfix setting
window. The complaint alleges, amongst other things, misconduct
related to these activities in violation of US antitrust laws, the
CEA and state law. In October 2014, the plaintiffs filed a
consolidated amended complaint. A motion to dismiss that complaint
was filed in December 2014 and remains pending. In February 2015,
plaintiffs filed a second consolidated amended complaint replacing
HSBC Bank plc with HSBC Bank USA.
Based on the facts currently known, it is not practicable at
this time for HSBC to predict the resolution of these private
lawsuits, including the timing or any possible impact on HSBC.
Foreign exchange rate investigations and litigation
Various regulators and competition and law enforcement
authorities around the world, including in the UK, the US, the EU
and elsewhere, are conducting investigations and reviews into a
number of firms, including HSBC, related to trading on the foreign
exchange markets.
In November 2014, HSBC Bank plc entered into regulatory
settlements with the FCA and the US Commodity Futures Trading
Commission ('CFTC') in connection with their respective
investigations of HSBC's trading and other conduct involving
foreign exchange benchmark rates. Under the terms of those
settlements, HSBC Bank plc agreed to pay a financial penalty of
GBP216m (US$336m) to the FCA and a civil monetary penalty of
US$275m to the CFTC, and to undertake various remedial actions.
In December 2014, the Hong Kong Monetary Authority ('HKMA')
announced the completion of its investigation into the foreign
exchange trading operations of The Hongkong and Shanghai Banking
Corporation Limited ('HBAP'). The investigation found no evidence
of market manipulation by HBAP and no monetary penalty was imposed.
HBAP was required to implement various remedial actions.
The remaining investigations and reviews in the UK, the US and
elsewhere are ongoing. Based on the facts currently known there is
a high degree of uncertainty as to the terms on which they will be
resolved and the timing of such resolutions, including the amounts
of fines and/or penalties, which could be significant. As at 31
December 2014, HSBC has recognised a provision in the amount of
US$550m in respect of these matters.
In addition, in late 2013 and early 2014, HSBC Holdings, HSBC
Bank plc, HNAH and HSBC Bank USA were named as defendants, amongst
other banks, in various putative class actions filed in the New
York District Court. In March 2014, the plaintiffs filed a
consolidated amended complaint alleging, amongst other things, that
defendants conspired to manipulate the WM/ Reuters foreign exchange
benchmark rates by sharing customers' confidential order flow
information, thereby injuring plaintiffs and others by forcing them
to pay artificial and non-competitive prices for products based on
these foreign currency rates ('the Consolidated Action'). Separate
putative class actions were also brought on behalf of non-US
plaintiffs (the 'Foreign Actions'). Defendants moved to dismiss all
actions. In January 2015, the court denied defendants' motion to
dismiss as to the Consolidated Action, but granted defendants'
motion to dismiss as to the Foreign Actions.
Based on the facts currently known, it is not practicable at
this time for HSBC to predict the resolution of these private
lawsuits, including the timing or any possible impact on HSBC.
Precious metals fix-related litigation and investigations
Since March 2014, numerous putative class actions have been
filed in the US District Courts for the Southern District of New
York, the District of New Jersey and the Northern District of
California naming HSBC Bank USA, HSBC Bank plc, HSI and other
members of The London Gold Market Fixing Limited as defendants. The
complaints allege that, from January 2004 to the present,
defendants conspired to manipulate the price of gold and gold
derivatives during the afternoon London gold fix in order to reap
profits on proprietary trades. These actions have been assigned to
and consolidated in the New York District Court. An amended
consolidated class action complaint was filed in December 2014, and
HSBC's response was filed in February 2015.
Since July 2014, putative class actions were filed in the US
District Court for the Southern District of New York and the
Eastern District of New York naming HSBC Holdings, HNAH, HSBC Bank
USA, HSBC USA Inc. and other members of The London Silver Market
Fixing Ltd as defendants. The complaints allege that, from January
2007 to the present, defendants conspired to manipulate the price
of physical silver and silver derivatives for their collective
benefit in violation of US antitrust laws and the CEA. These
actions have been assigned to and consolidated in the New York
District Court. An amended consolidated class action complaint was
filed in January 2015, and HSBC's response is due in March
2015.
Between late 2014 and early 2015, numerous putative class
actions were filed in the New York District Court naming HSBC Bank
USA and other members of The London Platinum and Palladium Fixing
Company Limited as defendants. The complaints allege that, from
January 2007 to the present, defendants conspired to manipulate the
price of physical Platinum Group Metals ('PGM') and PGM-based
financial products for their collective benefit in violation of US
antitrust laws and the CEA.
In November 2014, the DoJ issued a document request to HSBC
Holdings, seeking the voluntary production of certain documents
relating to a criminal antitrust investigation that the DoJ is
conducting in relation to precious metals. In January 2015, the
CFTC issued a subpoena to HSBC Bank USA, seeking the production of
certain documents related to HSBC Bank USA's precious metals
trading operations. HSBC is cooperating with the US authorities in
their respective investigations.
These matters are at an early stage. Based on the facts
currently known, it is not practicable at this time for HSBC to
predict the resolution of these matters, including the timing or
any possible impact on HSBC.
Credit default swap regulatory investigation and litigation
In July 2013, HSBC received a Statement of Objections from the
Commission relating to its ongoing investigation of alleged
anti-competitive activity by a number of market participants in the
credit derivatives market between 2006 and 2009. The Statement of
Objections sets out the Commission's preliminary views and does not
prejudge the final outcome of its investigation. HSBC has submitted
a response and attended an oral hearing in May 2014. Following the
oral hearing, the Commission decided to conduct a further
investigation phase before deciding whether or how to proceed with
the case. HSBC is cooperating with this further investigation.
Based on the facts currently known, it is not practicable at this
time for HSBC to predict the resolution of this matter, including
the timing or any possible impact on HSBC.
In addition, HSBC Bank USA, HSBC Holdings and HSBC Bank plc have
been named as defendants, amongst others, in numerous putative
class actions filed in the New York District Court and the Illinois
District Court. These class actions allege that the defendants,
which include ISDA, Markit and several other financial
institutions, conspired to restrain trade in violation of US
antitrust laws by, amongst other things, restricting access to
credit default swap pricing exchanges and blocking new entrants
into the exchange market, with the purpose and effect of
artificially inflating the bid/ask spread paid to buy and sell
credit default swaps in the US. The plaintiffs in these suits
purport to represent a class of all persons who purchased credit
default swaps from or sold credit default swaps to defendants
primarily in the US.
In October 2013, these cases were consolidated in the New York
District Court. An amended consolidated complaint was filed in
January 2014, naming HSBC Bank USA and HSBC Bank plc as defendants,
amongst other non-HSBC defendants. Following the filing of
defendants' initial motions to dismiss in March 2014, plaintiffs
filed a second amended consolidated complaint, which defendants
also moved to dismiss. In September 2014, the court granted in part
and denied in part the defendants' motion to dismiss. Discovery is
in process.
Based on the facts currently known, it is not practicable at
this time for HSBC to predict the resolution of these private
lawsuits, including the timing or any possible impact on HSBC.
Economic plans: HSBC Bank Brasil S.A.
In the mid-1980s and early 1990s, certain economic plans were
introduced by the government of Brazil to reduce escalating
inflation. The implementation of these plans adversely impacted
savings account holders, thousands of which consequently commenced
legal proceedings against financial institutions in Brazil,
including HSBC Bank Brasil S.A. ('HSBC Brazil'), alleging, amongst
other things, that savings account balances were adjusted by a
different price index than that contractually agreed, which caused
them a loss of income. Certain of these cases have reached the
Brazilian Supreme Court (the 'Supreme Court'). The Supreme Court
has suspended all cases pending before lower courts until it
delivers a final judgement on the constitutionality of the changes
resulting from the economic plans. It is anticipated that the
outcome of the Supreme Court's final judgement will set a precedent
for all cases pending before the lower courts. Separately, the
Brazilian Superior Civil Court (the 'Superior Civil Court') is
considering matters relating to, amongst other things, contractual
and punitive interest rates to be applied to calculate any loss of
income.
There is a high degree of uncertainty as to the terms on which
the proceedings in the Supreme Court and Superior Civil Court will
be resolved and the timing of such resolutions, including the
amount of losses that HSBC Brazil may be liable to pay in the event
of an unfavourable judgement. Such losses may lie in a range from a
relatively insignificant amount to an amount up to US$800m,
although the upper end of this range is considered unlikely.
Regulatory Review of Consumer 'Enhancement Services
Products'
HSBC Finance, through its legacy Cards and Retail Services
business, offered or participated in the marketing, distribution,
or servicing of products, such as identity theft protection and
credit monitoring products, that were ancillary to the provision of
credit to the consumer. HSBC Finance ceased offering these products
by May 2012. The offering and administration of these and other
enhancement services products, such as debt protection products,
has been the subject of enforcement actions against other
institutions by regulators, including the Consumer Financial
Protection Bureau, the OCC, and the Federal Deposit Insurance
Corporation. Such enforcement actions have resulted in orders to
pay restitution to customers and the assessment of penalties in
substantial amounts. We have made restitution to certain customers
in connection with certain enhancement services products, and we
continue to cooperate with our regulators in connection with their
on-going review. In light of the actions that regulators have taken
in relation to other non-HSBC credit card issuers regarding their
enhancement services products, one or more regulators may order us
to pay additional restitution to customers and/or impose civil
money penalties or other relief arising from the prior offering and
administration of such enhancement services products by HSBC
Finance. There is a high degree of uncertainty as to the terms on
which this matter will be resolved and the timing of such
resolution, including the amount of any additional remediation
which may lie in a range from zero to an amount up to US$500m.
11. Events after the balance sheet date
A fourth interim dividend for 2014 of US$0.20 per ordinary share
(a distribution of approximately US$3,844m) was declared by the
Directors after 31 December 2014.
These accounts were approved by the Board of Directors on 23
February 2015 and authorised for issue.
12. Capital structure
Composition of regulatory capital
CRD IV transitional Basel 2.5
---------------------------- ------------
Estimated
At at At
31 Dec 2014 31 Dec 2013 31 Dec 2013
(Audited) (Unaudited) (Audited)
US$m US$m US$m
Tier 1 capital
Shareholders' equity 166,617 164,057 173,449
------------------------------------------------------ ------------ ------------- ------------
Shareholders' equity per balance sheet(1) 190,447 181,871 181,871
------------------------------------------------------
Foreseeable interim dividend(2) (3,362) (3,005)
------------------------------------------------------
Preference share premium (1,405) (1,405) (1,405)
------------------------------------------------------
Other equity instruments (11,532) (5,851) (5,851)
------------------------------------------------------
Deconsolidation of special purpose
entities(3) (323) (1,166) (1,166)
------------------------------------------------------
Deconsolidation of insurance entities (7,208) (6,387)
------------------------------------------------------ ------------ ------------- ------------
Non-controlling interests 4,640 3,644 4,955
------------------------------------------------------ ------------ ------------- ------------
Non-controlling interests per balance
sheet 9,531 8,588 8,588
------------------------------------------------------
Preference share non-controlling interests (2,127) (2,388) (2,388)
------------------------------------------------------
Non-controlling interests transferred
to tier 2 capital (473) (488) (488)
------------------------------------------------------
Non-controlling interests in deconsolidated
subsidiaries (851) (757) (757)
------------------------------------------------------
Surplus non-controlling interest disallowed
in CET1 (1,440) (1,311)
------------------------------------------------------ ------------ ------------- ------------
Regulatory adjustments to the accounting
basis (6,309) (2,230) 480
------------------------------------------------------ ------------ ------------- ------------
Unrealised (gains)/losses in available-for-sale
debt and equities(4) (1,378) - 1,121
------------------------------------------------------
Own credit spread(5) 767 1,112 1,037
------------------------------------------------------
Debit valuation adjustment (197) (451)
------------------------------------------------------
Defined benefit pension fund adjustment(6) (4,069) (1,731) (518)
------------------------------------------------------
Reserves arising from revaluation of
property (1,375) (1,281) (1,281)
------------------------------------------------------
Cash flow hedging reserve (57) 121 121
------------------------------------------------------ ------------ ------------- ------------
Deductions (31,748) (34,238) (29,833)
------------------------------------------------------ ------------ ------------- ------------
Goodwill and intangible assets (22,475) (24,899) (25,198)
------------------------------------------------------
Deferred tax assets that rely on future
profitability
(excludes those arising from temporary
differences) (1,036) (680)
------------------------------------------------------
Additional valuation adjustment (referred
to as PVA) (1,341) (2,006)
------------------------------------------------------
Investments in own shares through the
holding of composite products
of which HSBC is a component (exchange
traded funds, derivatives
and index stock) (1,083) (677)
------------------------------------------------------
50% of securitisation positions (1,684)
------------------------------------------------------
50% of tax credit adjustment for expected
losses 151
------------------------------------------------------
Negative amounts resulting from the
calculation of expected loss amounts (5,813) (5,976) (3,102)
------------------------------------------------------ ------------ ------------- ------------
-
------------ ------------- ------------
Common equity/core tier 1 capital 133,200 131,233 149,051
------------------------------------------------------ ------------ ------------- ------------
Additional tier 1 capital
Other tier 1 capital before deductions 19,687 14,573 16,110
------------------------------------------------------ ------------ ------------- ------------
Preference share premium 1,160 1,160 1,405
------------------------------------------------------
Preference share non-controlling interests 1,955 1,955 2,388
------------------------------------------------------
Allowable non-controlling interest
in AT1 884 731
------------------------------------------------------
Hybrid capital securities 15,688 10,727 12,317
------------------------------------------------------ ------------ ------------- ------------
Deductions (148) (165) (7,006)
------------------------------------------------------ ------------ ------------- ------------
Unconsolidated investments(7) (148) (165) (7,157)
------------------------------------------------------
50% of tax credit adjustment for expected
losses 151
------------------------------------------------------ ------------ ------------- ------------
Tier 1 capital 152,739 145,641 158,155
------------------------------------------------------ ------------ ------------- ------------
CRD IV transitional Basel 2.5
--------------------------- ------------
Estimated
At at At
31 Dec 2014 31 Dec 2013 31 Dec 2013
(Audited) (Unaudited) (Audited)
US$m US$m US$m
Tier 2 capital
Total qualifying tier 2 capital before
deductions 38,213 35,786 47,812
----------------------------------------------------- ------------ ------------ ------------
Reserves arising from revaluation of property
and unrealised gains
in available-for-sale equities 2,755
-----------------------------------------------------
Collective impairment allowances 2,616
-----------------------------------------------------
Allowable non-controlling interest in
tier 2 99 86
-----------------------------------------------------
Perpetual subordinated debt 2,218 2,218 2,777
-----------------------------------------------------
Term subordinated debt 35,656 33,242 39,364
-----------------------------------------------------
Non-controlling interests in tier 2 capital 240 240 300
----------------------------------------------------- ------------ ------------ ------------
Total deductions other than from tier
1 capital (222) (248) (11,958)
----------------------------------------------------- ------------ ------------ ------------
Unconsolidated investments(7) (222) (248) (7,157)
-----------------------------------------------------
50% of securitisation positions (1,684)
-----------------------------------------------------
50% of negative amounts resulting from
the calculation of expected loss amounts (3,102)
-----------------------------------------------------
Other deductions (15)
----------------------------------------------------- ------------ ------------ ------------
Total regulatory capital 190,730 181,179 194,009
----------------------------------------------------- ------------ ------------ ------------
1 Includes externally verified profits for the year to 31
December 2014.
2 This includes dividends on ordinary shares, quarterly
dividends on preference shares and coupons on capital securities,
classified as equity.
3 Mainly comprise unrealised gains/losses in available-for-sale
debt securities related to SPEs.
4 Unrealised gains/losses in available-for-sale securities are
net of tax.
5 Includes own credit spread on trading liabilities.
6 Under Basel 2.5 rules, any defined benefit asset is
derecognised and a defined benefit liability may be substituted
with the additional funding that will be paid into the relevant
schemes over the following five-year period.
7 Mainly comprise investments in insurance entities.
Reconciliation of regulatory capital from transitional basis to
an estimated CRD IV end point basis
(Unaudited)
Estimated
At at
31 Dec 2014 31 Dec 2013
US$m US$m
Common equity tier 1 capital on a
transitional
basis 133,200 131,233
-------------------------------------------
Unrealised gains arising from revaluation
of property 1,375 1,281
-------------------------------------------
Unrealised gains in available for sale
reserves 1,378 -
------------------------------------------- ----------------------------------------- --------------------------
Common equity tier 1 capital end point
basis 135,953 132,514
------------------------------------------- ----------------------------------------- --------------------------
Additional tier 1 capital on a transitional
basis 19,539 14,408
-------------------------------------------
Grandfathered instruments:
Preference share premium (1,160) (1,160)
-------------------------------------------
Preference share non-controlling
interests (1,955) (1,955)
-------------------------------------------
Hybrid capital securities (10,007) (10,727)
-------------------------------------------
Transitional provisions:
Allowable non-controlling interest in AT1 (487) (366)
-------------------------------------------
Unconsolidated investments 148 165
------------------------------------------- ----------------------------------------- --------------------------
Additional tier 1 capital end point basis 6,078 365
------------------------------------------- ----------------------------------------- --------------------------
Tier 1 capital end point basis 142,031 132,879
------------------------------------------- ----------------------------------------- --------------------------
Tier 2 capital on a transitional basis 37,991 35,538
Grandfathered instruments:
Perpetual subordinated debt (2,218) (2,218)
-------------------------------------------
Term subordinated debt (21,513) (21,513)
-------------------------------------------
Transitional provisions:
Non-controlling interest in tier 2
capital (240) (240)
-------------------------------------------
Allowable non-controlling interest in
tier 2 396 345
-------------------------------------------
Unconsolidated investments (148) (165)
------------------------------------------- ----------------------------------------- --------------------------
Tier 2 capital end point basis 14,268 11,747
------------------------------------------- ----------------------------------------- --------------------------
Total regulatory capital end point basis 156,299 144,626
------------------------------------------- ----------------------------------------- --------------------------
Capital ratios
(Unaudited)
At 31 December
----------------
2014 2013
% %
CRD IV transitional
Common equity tier 1 ratio 10.9 10.8
----------------------------
Tier 1 ratio 12.5 12.0
----------------------------
Total capital ratio 15.6 14.9
----------------------------
CRD IV end point
---------------------------
Common equity tier 1 ratio 11.1 10.9
----------------------------
Basel 2.5
---------------------------
Core tier 1 ratio n/a 13.6
----------------------------
Tier 1 ratio n/a 14.5
----------------------------
Total capital ratio n/a 17.8
----------------------------
Total regulatory capital and risk-weighted assets
(Unaudited)
CRD
IV
CRDIV transitional
transitional estimated Basel 2.5
at at at
31 Dec 2014 31 Dec 2013 31 Dec 2013
US$m US$m US$m
Common equity tier 1
capital 133,200 131,233
---------------------------
Core tier 1 capital 149,051
---------------------------
Additional tier 1 capital 19,539 14,408 9,104
---------------------------
Tier 2 capital 37,991 35,538 35,854
--------------------------- --------------------------------- ------------------------- ---------------------
Total regulatory capital 190,730 181,179 194,009
--------------------------- --------------------------------- ------------------------- ---------------------
Risk-weighted assets 1,219,765 1,214,939 1,092,653
---------------------------
13. Statutory accounts
The information in this news release does not constitute
statutory accounts within the meaning of Section 434 of the
Companies Act 2006 ('the Act'). The statutory accounts for the year
ended 31 December 2014 will be delivered to the Registrar of
Companies in England and Wales in accordance with Section 441 of
the Act. The auditor has reported on those accounts. Its report was
unqualified and did not contain a statement under Section 498(2) or
(3) of the Act.
14. Dealings in HSBC Holdings plc listed securities
Except for dealings as intermediaries by HSBC Bank and The
Hongkong and Shanghai Banking Corporation, which are members of a
European Economic Area exchange, neither HSBC Holdings nor any of
its subsidiaries have purchased, sold or redeemed any of its
securities listed on The Stock Exchange of Hong Kong Limited during
the year ended 31 December 2014.
15. Interim dividends for 2015
The Board has adopted a policy of paying quarterly interim
dividends on the ordinary shares. Under this policy it is intended
to have a pattern of three equal interim dividends with a variable
fourth interim dividend. It is envisaged that the first interim
dividend in respect of 2015 will be US$0.10 per ordinary share.
Dividends are declared in US dollars and, at the election of the
shareholder, paid in cash in one of, or in a combination of, US
dollars, sterling and Hong Kong dollars, or, subject to the Board's
determination that a scrip dividend is to be offered in respect of
that dividend, may be satisfied in whole or in part by the issue of
new shares in lieu of a cash dividend.
16. Corporate governance codes
HSBC is committed to high standards of corporate governance.
During 2014, HSBC has complied with the applicable code
provisions of: (i) The UK Corporate Governance Code issued by the
Financial Reporting Council in September 2012; and (ii) the Hong
Kong Corporate Governance Code set out in Appendix 14 to the Rules
Governing the Listing of Securities on The Stock Exchange of Hong
Kong Limited, save that the Group Risk Committee is responsible for
the oversight of internal control (other than internal control over
financial reporting) and risk management systems (Hong Kong
Corporate Governance Code provision C.3.3 paragraphs (f), (g) and
(h)). If there were no Group Risk Committee, these matters would be
the responsibility of the Group Audit Committee. The UK Corporate
Governance Code is available at www.frc.org.uk and the Hong Kong
Corporate Governance Code is available at www.hkex.com.hk.
The Board has adopted a code of conduct for transactions in HSBC
Group securities by Directors. The code of conduct complies with
The Model Code in the Listing Rules of the FCA and with The Model
Code for Securities Transactions by Directors of Listed Issuers
('Hong Kong Model Code') in the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited, save that
The Stock Exchange of Hong Kong Limited has granted certain waivers
from strict compliance with the Hong Kong Model Code. The waivers
granted by The Stock Exchange of Hong Kong Limited primarily take
into account accepted practices in the UK, particularly in respect
of employee share plans. Following specific enquiry, each Director
has confirmed that he or she has complied with the code of conduct
for transactions in HSBC Group securities throughout the year.
All Directors are routinely reminded of their obligations under
the code of conduct for transactions in HSBC Group securities.
The Directors of HSBC Holdings plc as at the date of this
announcement are:
Douglas Flint, Stuart Gulliver, Phillip Ameen(1) , Kathleen
Casey(1) , Safra Catz(1) , Laura Cha(1) , Lord Evans of Weardale(1)
, Joachim Faber(1) , Rona Fairhead(1) , Sam Laidlaw(1) , John
Lipsky(1) , Rachel Lomax(1) , Iain Mackay, Heidi Miller(1) , Marc
Moses, Sir Simon Robertson(1) and Jonathan Symonds(1) .
1 Independent non-executive Director.
The Group Audit Committee has reviewed the annual results for
2014.
17. For further information contact:
Media Relations Investor Relations
Heidi Ashley UK
Telephone: +44 (0)20 7992 2045 Telephone: +44 (0)20 7991 3643
Gareth Hewett Hong Kong
Telephone: +852 2822 4929 Telephone: +852 2822 4908
Robert Sherman USA
Telephone: +1 212 525 6901 Telephone: +1 224 880 8008
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