FORM 6

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Report of Foreign Private Issuer

Pursuant to Rule 13a - 16 or 15d - 16 of

the Securities Exchange Act of 1934

 

For the month of February, 2009

 

HSBC Holdings plc

42nd Floor, 8 Canada Square, London E14 5HQ, England

 

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F).

Form 20-F   X              Form 40-F ......

(Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934).

Yes.......          No    X

(If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ..............).

 


          

     

20 February 2009

HSBC BANK CANADA

RESULTS FOR THE FOURTH QUARTER AND
YEAR ENDED 31 DECEMBER 2008
W
- HIGHLIGHTS

·     

Net income attributable to common shares was C$115 million for the quarter ended 31 December 2008, a decrease of 3.4 per cent compared to the same period in 2007WW .


·     

Net income attributable to common shares was C$573 million for the year ended 31 December 2008, a decrease of 4.2 per cent compared with C$598 million for the year ended 31 December 2007WW .


·     

Return on average common equity was 12.8 per cent for the quarter ended 31 December 2008 and 16.6 per cent for the year ended 31 December 2008 compared with 14.6 per cent and 19.6 per cent, respectively, for the same periods in 2007WW .


·     

The cost efficiency ratio was 49.3 per cent for the quarter ended 31 December 2008 and 49.6 per cent for the year ended 31 December 2008 compared with 54.1 per cent and 50.9 per cent, respectively, for the same periods in 2007WW .


·     

Total assets were C$72.0 billion at 31 December 2008, an increase of C$3.9 billion, or 5.7 per cent, from C$68.1 billion at 31 December 2007WW .


·     

Total funds under management were C$21.3 billion at 31 December 2008, a decrease of C$4.9 billion, or 18.7 per cent, from C$26.2 billion at 31 December 2007WW .


·     

Tier 1 capital ratio of 10.1 per cent and a total capital ratio of 12.5 per cent at 31 December 2008 compared to 8.8 per cent and 11.3 per cent respectively at 31 December 2007 WWW.


W    Results are prepared in accordance with Canadian generally accepted accounting principles.

WW   Restated to reflect accounting for the acquisition of HSBC Financial Corporation Limited.

WWW  The capital ratios for the year ended 31 December 2008 have been calculated in accordance with
         the new Basel II capital adequacy framework, while those for the previous period were calculated
         in accordance with the previous Basel I framework.

Effective 30 November 2008, the bank completed the acquisition of HSBC Financial Corporation Limited (HSBC Financial). Results for 2008 and prior years have been restated to combine the previously reported results of the bank with those of HSBC Financial to reflect the continuity of interests method of accounting. Information on the acquisition, including the impact on previously reported financial results of the bank is included as Appendix I. References in this news release to banking operations’ relate to those excluding the consumer finance’ business of HSBC Financial.

          

     

HSBC Bank Canada

Financial Commentary

 

Overview

HSBC Bank Canada (‘ the bank’ ) recorded net income attributable to common shares of C$115 million for the fourth quarter ended 31 December 2008, a decrease of C$4 million, or 3.4 per cent, from C$119 million on a restated basis for the fourth quarter of 2007. Net income attributable to common shares for the year ended 31 December 2008 was C$573 million, a decrease of $25 million or 4.2 per cent compared with C$598 million on a restated basis for 2007.
 

Net income attributable to common shares for the year ended 31 December 2008 from banking operations was C$524 million, C$6 million or 1.1 per cent worse than 2007 and from consumer finance was C$49 million, C$19 million or 27.9 per cent worse than 2007.

The following individually significant items are relevant in an assessment of underlying performance. During the fourth quarter of 2008, the bank recorded an additional impairment charge in respect of its holdings of Canadian non-bank sponsored Asset Backed Commercial Paper (‘ non-bank ABCP’ ) of C$39 million, net of related income taxes of C$19 million, compared to a charge of C$27 million, net of related taxes of C$15 million for the fourth quarter of 2007. For the year ended 31 December 2008, the charge amounted to C$49 million, net of income taxes of C$24 million, compared to C$30 million for 2007. In the third quarter of 2008, a loss of C$24 million, net of related income taxes of C$12 million, was recorded arising from the sale of the automobile loan portfolio, of which C$4 million related to the portion of the portfolio previously held by HSBC Financial. In 2007 a gain of C$21 million was recorded after related income taxes on disposal of shares in the Montreal Stock Exchange.
 
Commenting on the results, Lindsay Gordon, President and Chief Executive Officer, said:

“Following a year marked by extreme market volatility and recessionary pressures, as well as a number of decisive actions we have taken to position the bank for the future, the results for the year as a whole as well as the fourth quarter showed resilience reflecting our prudent and diversified model and our strong customer proposition. Our underlying banking franchise remains strong and we continue to support our customers during these difficult economic conditions.

We anticipate that 2009 will be a challenging year for both the Canadian economy and the bank with pressures on financial margins combined with a weakening credit quality environment quality. However with a strong capital base, diversified income stream and strong liquidity we will continue to focus on serving our customers and positioning the bank to benefit when economic conditions improve.”
 

Net interest income

As a result of the wider interest margin earned in the consumer finance business, net interest margins have increased compared to those previously reported.
 
Total net interest income was C$375 million for the quarter ended 31 December 2008 compared with C$429 million for the same quarter in 2007, a decrease of C$54 million, or 12.6 per cent. Average interest earning assets decreased to C$61.1 billion from C$61.6 billion, which was further affected by the challenging interest rate environment that adversely impacted the net interest margin, which decreased to 2.44 per cent in the fourth quarter compared with 2.76 per cent in the same period in 2007.
 

Net interest income from banking operations for the quarter ended 31 December 2008 decreased by C$35 million compared to the same quarter in 2007, and the net interest margin decreased to 1.87 per cent from 2.13 per cent. Ongoing reductions in prime rates during 2008 resulted in reduced interest income on our floating rate loans, which was not offset by an equal reduction in interest expense as our deposits repriced downwards less quickly. As a result of the sale of the automobile loan portfolio, net interest income decreased by C$11 million, which also had an adverse impact on net interest margin. Also impacting net interest margin was the reduction in the value of interest free funds and low interest deposits in a falling interest rate environment as well as the lower rate earned on government and other high quality securities, which have increased following a planned increase in liquidity. In addition, wider credit spreads experienced across the banking industry also adversely impacted the cost of wholesale funding.
 
Net interest income for the consumer finance business decreased by C$19 million compared to the same quarter in 2007. Net interest margin increased slightly, from 9.70 per cent in 2007 to 9.82 per cent in 2008, but the impact was offset by lower average receivable and investment balances including the impact of a C$7 million decrease in net interest income following the sale of the auto finance portfolio.
 
Total net interest income in the fourth quarter of 2008 was C$46 million lower than the third quarter of 2008. While customer loans continued to grow during the quarter, this was partially offset by a decrease in interest income arising from a reduction in net interest margin, from 2.63 per cent in the third quarter of 2008 to 2.44 per cent in the fourth quarter 2008, driven by the factors referred to above.
 
Net interest income for banking operations decreased by C$39 million and net interest margin decreased from 2.07 per cent in the third quarter of 2008 to 1.87 per cent in the fourth quarter of 2008 largely due to reductions in prime lending rates. Net interest income for consumer finance decreased by C$7 million in the fourth quarter of 2008 due to lower average receivable and investment balances.
 
For the year ended 31 December 2008, total net interest income was C$1,644 million compared with C$1,718 million for 2007, a decrease of C$74 million, or 4.3 per cent. For the year as a whole, the increases derived from the growth in assets were more than offset by the decrease in net interest margin to 2.59 per cent compared with 2.91 per cent in 2007. Net interest income from banking operations decreased by C$55 million in 2008 compared to the prior year of which C$15 million was related to the sale of the automobile loan portfolio, and the interest rate margin decreased from 2.26 per cent in 2007 to 1.99 per cent, resulting from impacts on margins noted above.
 
Net interest income for the consumer finance business decreased by C$19 million including a C$10 million impact from the sale of the auto finance portfolio and lower other average receivable balances.
 
Non-interest revenue

Non-interest revenue was C$223 million for the fourth quarter of 2008 compared with C$198 million in the same quarter of 2007, an increase of C$25 million, or 12.6 per cent. Trading revenue was C$63 million higher in the fourth quarter, primarily due to a C$73 million positive impact of widening credit spreads on the value of certain debt obligations recorded at fair value, a C$54 million increase in foreign exchange trading revenue arising from increased customer activity and volatile foreign exchange markets as well as the favourable impact of foreign currency funding in a lower interest rate environment. These increases were partially offset by C$69 million of mark-to-market losses relating to the effect of falling interest rates on interest rate derivatives used for economic hedging and balance sheet management activities. Securitization income was C$9 million higher as a result of increased transaction volumes as well as the beneficial impact of falling interest rates. Deposit and payment service charges were C$3 million higher due to increased customer banking activities.
 
The fourth quarter, following revisions to the terms of the Montreal Accord, as well as further deteriorations in market conditions, saw a further impairment write-down of C$58 million on non-bank ABCP of which C$9 million was recorded as a reduction of trading revenues and C$49 million recorded as a loss on available-for-sale (‘
AFS’ ) securities. The increased write-down of non-bank ABCP and an other than temporary impairment of C$8 million recorded on holdings of preferred shares and other securities contributed to a C$21 million increase in losses on AFS securities compared to the fourth quarter of 2007. Other non-interest revenue decreased by C$18 million, primarily due to a reduction of mortgage brokerage fees as a result of the disposal of HSBC Financials mortgage brokerage businesses, and a decrease in credit insurance income. Capital market and investment administration fees were down by C$12 million, as a result of lower trading volumes arising from decreased market trading and underwriting activity and decreases in the value of investments under management caused by lower equity markets.
 
In the fourth quarter of 2008, non-interest revenue was C$52 million higher compared with the third quarter. Trading revenue increased by C$67 million, primarily due to a C$60 million increase in foreign exchange trading revenue, and a C$61 million favourable change in the carrying value of certain debt obligations recorded at fair value and favourable impacts on foreign currency funding noted above. These increases were partially offset by C$61 million of mark-to-market losses on interest rate derivatives noted above. Securitization income was C$7 million higher as a result of increased transaction volumes. Other non-interest revenue was C$18 million higher as a result of a C$36 million loss before taxes recorded in the third quarter related to the sale of the automobile loan portfolio, of which C$7 million related to the portion of the portfolio previously held by HSBC Financial. This was partially offset by a C$4 million reduction in fees from the Canadian Immigrant Investor Program ( Canadian IIP’ ). Capital markets fees were C$5 million higher due to increased capital market activity in the fourth quarter. Losses on AFS securities were C$42 million higher than in the prior quarter, primarily due to the impairment of non-bank ABCP and other AFS securities. Investment administration fees were C$6 million lower due to a reduction in managed assets caused by lower equity markets.
 
For the year ended 31 December 2008, non-interest revenue was C$837 million, C$56 million, or 7.2 per cent, higher compared with C$781 million for 2007. Trading revenue increased by C$97 million, primarily due to an C$86 million increase in the fair value of certain debt obligations recorded at fair value due to widening credit spreads, a C$62 million increase in foreign exchange revenue resulting from initiatives undertaken to improve business with customers and from the volatility in foreign exchange markets, the benefit of lower foreign currency funding in lower interest rate environments, and a C$14 million increase in trading gains on fixed income securities. These increases were partially offset by C$61 million of mark-to-market losses on interest rate derivatives used in balance sheet management activities. Securitization income increased by C$45 million as a result of increased activity and from the beneficial impact of falling interest rates. Revenues from customer banking activities, including deposit and payment service charges and credit fees, were C$20 million higher due to increased customer activity, reflecting the underlying strength of the banking business. Losses on AFS securities increased by C$55 million, primarily due to increased write-downs of non-bank ABCP and an impairment recorded on AFS securities and 2007 included a gain of C$25 million on the sale of Montreal Stock Exchange Shares. Other non-interest revenue decreased in 2008 by C$26 million, mainly as a result of a C$36 million loss on disposal of the automobile loan portfolio, partially offset by a $10 million increase in fees from Canadian IIP. Capital market fees decreased by C$21 million due to lower market activity in 2008, particularly new issue and underwriting mandates, resulting from market uncertainties. Gains on other securities decreased by C$9 million due to a lower contribution from private equity fund investments compared with the prior year.
 

Non-interest expenses and operating efficiency

Non-interest expenses were C$295 million for the fourth quarter of 2008 compared with C$339 million in the same quarter of 2007, a decrease of C$44 million, or 13.0 per cent. Salaries and employee benefit expenses were C$31 million lower in the fourth quarter of 2008 as a result of lower variable compensation as well as a reduction in pension and benefit expense resulting from the release of a valuation allowance previously applicable to pension plan assets. Other expenses were C$15 million lower, due to a restructuring charge recorded by HSBC Financial following a reduction of their branch network in 2007. The cost efficiency ratio for the fourth quarter of 2008 decreased to 49.3 per cent compared to 54.1 per cent for 2007.
 
Non-interest expenses of C$295 million for the fourth quarter of 2008 were C$19 million, or 6.1 per cent lower, compared with the third quarter of 2008. Salaries and employee benefits were C$30 million lower due to reductions in variable compensation and pension and benefit expenses and lower staff levels in the consumer finance segment. This decrease was partially offset by slight increases in expenses related to premises and equipment and other costs.
 
For the year ended 31 December 2008, non-interest expenses were C$1,230 million compared with C$1,271 million for 2007, a decrease of C$41 million, or 3.2 per cent. Salaries and employee benefits were C$43 million lower primarily due to lower staff costs in consumer finance operations, lower variable compensation and a lower charge for pension and benefits. Expenses related to premises and equipment increased by C$12 million due to new banking branches and higher information technology costs, but were largely offset by decreases in other expenses including the impact of a restructuring charge recorded by HSBC Financial in 2007. The cost efficiency ratio was 49.6 per cent compared with 50.9 per cent for 2007.

 

Credit quality and provision for credit losses

The provision for credit losses was C$136 million for the fourth quarter of 2008, compared with C$72 million in the fourth quarter of 2007, and C$86 million for the third quarter of 2008. The provision for the year ended 31 December 2008 was C$379 million compared to C$239 million for 2007. The increased charge in the fourth quarter of 2008 and for the year ended 31 December 2008 compared to the same periods in 2007 was due to an increase in credit losses arising from the deteriorating credit environment. The provision for credit losses from banking operations arose entirely in the commercial banking segment with an increase of C$84 million arising from exposures across all business sectors compared to previous periods which reflected a benign credit environment with historically low losses. Credit loss provisions for consumer finance operations for 2008 increased by C$56 million to C$228 million compared with C$172 million in 2007.
 
Gross impaired credit exposures were C$932 million, C$512 million higher compared with C$420 million at 31 December 2007. Total impaired exposures, net of specific allowances for credit losses, were C$770 million at 31 December 2008 and C$336 million at 31 December 2007. However, the total of impaired exposures includes C$207 million (2007 – C$172 million) of consumer finance and other consumer loans, for which impairment is assessed collectively and no specific impairment is recorded. The increase in impaired credit exposures was driven by the deterioration of economic conditions across all business sectors.
 
The general allowance for credit losses of C$259 million applicable to the banking portfolio remained unchanged from 30 September 2008 and a reduction of $10 million compared to $269 million at 31 December 2007 as a result of the sale of the automobile loan portfolio. During the fourth quarter provision methodologies were amended for retail and commercial portfolios to reflect increased granularity and risk sensitivity. The general allowance applicable to consumer finance loans was C$194 million compared to C$161 million at 31 December 2007. The total allowance for credit losses, as a percentage of loans and acceptances outstanding, was 1.24 per cent at 31 December 2008 compared with 1.09 per cent at 30 September 2008 and 1.03 per cent at 31 December 2007. The bank considers the total allowance for credit losses to be appropriate given the credit quality of its portfolios and the current credit environment.
 

Income taxes

The effective tax rate in the fourth quarter of 2008 was 23.8 per cent, which compares to 40.7 per cent in the same quarter of 2007 and 33.3 per cent in the third quarter of 2008. The reduction in tax rate in the fourth quarter of 2008 was primarily due to lower statutory tax rates, the release of a pension plan allowance which is not taxable as well as the impact of lower tax on future income, while the tax rate in the fourth quarter of 2007 included the impact of a write-down of future taxes due to a change in tax rates.
 
The effective tax rate for the full year in 2008 was 29.9 per cent compared with 36.0 per cent in 2007. The lower tax rate in 2008 arises from a reduction in statutory tax rates, together with the impact of the release of a pension plan allowance which is not taxable as well as the impact of lower tax rates on future income.
 
Balance sheet

Total assets at 31 December 2008 were C$72.0 billion, an increase of C$3.9 billion from 31 December 2007 restated to reflect the acquisition of HSBC Financial. Although there has been a slowdown in business activity, commercial loans grew by C$1.8 billion, partially offset by a reduction in acceptances of C$0.5 billion. Residential mortgages increased by C$0.9 billion during 2008 but, as a result of securitisation, there was a net decrease of C$1.0 billion. We further strengthened our liquidity with increased holdings of Treasury bills and other government guaranteed securities. The securities portfolio increased by C$3.8 billion, and there were increases in balances under reverse repurchase agreements of C$0.6 billion. The mark-to-market amount of derivatives, principally interest rate swaps and forward foreign exchange contracts, increased considerably as a result of significant changes in the underlying interest and foreign exchange rates on which derivative valuations are based.
 
Total deposits increased C$3.1 billion to C$52.0 billion at 31 December 2008 from C$48.9 billion at 31 December 2007. Growth in personal deposits resulted largely from the new High Rate and Direct Savings accounts. Commercial deposits were higher due to growth in term products, driven by improved product offerings in the Payments and Cash Management business and growth in commercial banking relationships as we targeted an increase in our portfolio of core customer deposits. These increases were partially offset by a reduction in wholesale deposits of C$1.8 billion.

Total assets under administration

Declines in equity markets, particularly over the last few months of 2008 had an adverse impact on funds under management which declined to C$21.3 billion at 31 December 2008 compared with C$24.6 billion at 30 September 2008 and C$26.2 billion at 31 December 2007. Including custody and administration balances, total assets under administration were C$30.5 billion compared with C$33.3 billion at 30 September 2008 and C$37.1 billion at 31 December 2007.

 

Capital management

During the fourth quarter, the bank issued preferred shares with a fair value of C$346 million as consideration for the acquisition of HSBC Financial. For further information refer to Appendix I.
 
On 1 January 2008, the bank adopted the revised Basel Capital Framework commonly known as
Basel II’ to comply with new regulations issued by the Office of the Superintendent of Financial Institutions Canada (‘ OSFI’ ). In February 2008, OSFI provided the bank with conditional approval, subject to certain conditions, to use the Advanced Internal Ratings Based approach for calculating regulatory capital requirements under the new Framework. In September 2008, OSFI advised the bank that it had satisfied the conditions that allowed the bank to reduce the transitional floor for Regulatory Capital, as required under OSFIs capital adequacy guidelines, from 100 per cent to 90 per cent, commencing with the third quarter 2008 regulatory reporting period. However in accordance with OSFI requirements for new subsidiaries, the bank used the standardized approach for calculating regulatory capital requirements applicable to consumer finance assets. The banks Tier 1 and overall capital ratios calculated in accordance with the new framework were 10.1 per cent and 12.5 per cent respectively, compared with 10.6 per cent for Tier 1 and 13.2 per cent overall at 30 September 2008, which was not restated to reflect the acquisition of HSBC Financial.

Capital adequacy ratios calculated in accordance with the previous Basel I’ framework were 8.8 per cent for Tier 1 and 11.3 per cent overall at 31 December 2007, which were not restated to reflect the acquisition of HSBC Financial. Further details of the banks capital management process, including details of the calculation of capital adequacy under the new Basel II’ framework will be included in the banks annual report to shareholders.
 

Accounting policies adopted in 2008

Effective 1 January 2008, the bank adopted new Canadian Institute of Chartered Accountants (CICA) Handbook Standards requiring additional disclosures particularly relating to the management of risk associated with Capital and Financial Instruments. There was no impact on reported results in 2008 arising from the adoption of these new presentation and disclosure standards, which will be reflected in HSBC Bank Canadas Annual Report to Shareholders. Certain prior period amounts have been reclassified to conform to the current years presentation.
 

Dividends

During the fourth quarter of 2008, C$65 million in dividends were declared and paid on the banks common shares and dividends of C$2.2 million were declared on Class 2 Preferred Shares – Series B, which were paid on 15 January 2009. In addition, C$50 million in dividends were declared and paid on Common Shares of HSBC Financial.
 
Quarterly dividends of 31.875 cents per share have been declared on HSBC Bank Canada Class 1 Preferred Shares – Series C and 31.25 cents per share on Class 1 Preferred Shares – Series D. The dividends will be payable on 31 March 2009, to shareholders of record on 13 March 2009.
 

About HSBC Bank Canada

HSBC Bank Canada, a subsidiary of HSBC Holdings plc, has more than 180 offices. With around 9,500 offices in 85 countries and territories and assets of US$2,547 billion at 30 June 2008, the HSBC Group is one of the worlds largest banking and financial services organisations.
 

Media enquiries to Ernest Yee on 604-641-2973 or Sharon Wilks on 416-868-3878

Copies of HSBC Bank Canada’ s Annual Report for 2008 will be sent to shareholders in March 2009.
 
Caution regarding forward-looking financial statements

This document may contain forward-looking statements, including statements regarding the business and anticipated financial performance of HSBC Bank Canada. These statements are subject to a number of risks and uncertainties that may cause actual results to differ materially from those contemplated by the forward-looking statements. Some of the factors that could cause such differences include legislative or regulatory developments, technological change, global capital market activity, changes in government monetary and economic policies, changes in prevailing interest rates, inflation level and general economic conditions in geographic areas where HSBC Bank Canada operates. Canada is an extremely competitive banking environment and pressures on interest rates and the banks net interest margin may arise from actions taken by individual banks acting alone. Varying economic conditions may also affect equity and foreign exchange markets, which could also have an impact on the banks revenues. The factors disclosed above may not be complete and there could be other uncertainties and potential risk factors not considered here which may impact the banks results and financial condition.

 

HSBC Bank Canada

Summary

 

 

Quarter ended

 

Year ended


Figures in C$ millions

31 December

 

30 September

 

31 December

 

31 December

 

31 December

(except per share amounts)

2008

 

2008

 

2007

 

2008

 

2007

                   

Earnings

                 

Net income attributable to
  common shares


115

 


120

 


119

 


573

 


598

Basic earnings per share (C$)

0.22

 

0.23

 

0.23

 

1.09

 

1. 16

                   

Performance ratios (%)W

                 

Return on average common
  equity


12.8

 


13.6

 


14.6

 


16.6

 


19.6

Return on average assets

0.61

 

0.65

 

0.66

 

0.77

 

0.8 8

Net interest marginW

2.44

 

2.63

 

2.76

 

2.59

 

2. 91

Cost efficiency ratioWW

49.3

 

53.0

 

54.1

 

49.6

 

5 0.9

Non-interest revenue:total
  revenue ratio

 

37.3

 

 

28.9

 

 

31.6

 

 

33.7

 

 

3 1.3

                   

Credit information

                 

Gross impaired credit
  exposures

 

932

 

 

467

 

 

  420

       

Allowance for credit losses

615

 

549

 

514

       

– As a percentage of gross
impaired credit exposures

66

%

118

%

122

%

     

– As a percentage of gross
loans and acceptances

1.24

%

1.09

%

1.03

%

     
                   

Average balances W

                 

Assets

75,161

 

73,930

 

71,730

 

73,952

 

6 8,194

Loans

44,643

 

44,178

 

44,035

 

44,331

 

42 ,351

Deposits

53,522

 

52,096

 

49,756

 

52,109

 

47,48 4

Common equity

3,565

 

3,512

 

3,228

 

3,462

 

3,051

                   

Capital ratios (%)WWW

                 

Tier 1

10.1

 

10.6

 

8.8

       

Total capital

12.5

 

13.2

 

11.3

       
                   

Total assets under administration

               

Funds under management

21,287

 

24,629

 

26,213

       

Custodial accounts

9,221

 

8,667

 

10,914

       

Total assets under
  administration

 

30,508

   

33,296

   

37,127

       
                   
 

W         Net interest margin is net interest income divided by average interest earning assets for the
            period.

WW     The cost efficiency ratio is defined as non-interest expenses divided by total revenue.

WWW The capital ratios for the quarters ended 31 December 2008 and 30 September 2008 have
           been calculated in accordance with the new Basel II capital adequacy framework, while
           those for the previous period were calculated in accordance with the previous Basel I
           framework.

HSBC Bank Canada

Consolidated Statement of Income (Unaudited)

 
 
 

Quarter ended

 

Year ended

 

 

Figures in C$ millions

31 December

 

30 September

 

31 December

 

31 December

 

31 December

 

(except per share amounts)

2008

 

2008

 

2007

 

2008

 

2007

 
                     

Interest and dividend
  income

                   

Loans

670 

 

751 

 

854 

 

3,016 

 

3,234 

 

Securities

68 

 

75 

 

73 

 

288 

 

285 

 

Deposits with regulated

                   

  financial institutions

21 

 

16 

 

60 

 

94 

 

242 

 
   

759  

   

842  

   

987  

   

3,398 

   

3,761 

 
                     

Interest expense

                   

Deposits

332 

 

366 

 

492 

 

1,520 

 

1,791 

 

Interest bearing liabilities of
  subsidiaries

42 

 

46 

 

56 

 

195 

 

213 

 

Debentures

10 

 

 

10 

 

39 

 

39 

 
   

384  

   

421  

   

558  

   

1,754 

   

2,043 

 
                     

Net interest income

 

375  

   

421  

   

429  

   

1,644 

   

1,718 

 
                     

Non-interest revenue

                   

Deposit and payment service
  charges

 

30 

 

 

27 

 

 

27 

 

 

112 

 

 

100 

 

Credit fees

30 

 

32 

 

29 

 

124 

 

116 

 

Capital market fees

22 

 

17 

 

27 

 

88 

 

109 

 

Investment administration fees

28 

 

34 

 

35 

 

130 

 

131 

 

Foreign exchange

13 

 

12 

 

13 

 

49 

 

44 

 

Trade finance

 

 

 

24 

 

23 

 

Trading revenue

104 

 

37 

 

41 

 

209 

 

112 

 

Losses on available-for-sale
  securities

(55)

 

(13)

 

(34)

 

(68)

 

(13)

 

Gains on other securities

    – 

 

– 

 

 

 

11 

 

Securitization income

22 

 

15 

 

13 

 

87 

 

42 

 

Other

22 

 

 

40 

 

80 

 

106 

 
   

223  

   

171  

   

198  

   

837  

   

781 

 
                     

Total revenue

 

598  

   

592  

   

627  

   

2,481  

   

2,499 

 
                     

Non-interest expenses

                   

Salaries and employee benefits

137 

 

167 

 

168 

 

644 

 

687 

 

Premises and equipment

44 

 

39 

 

42 

 

165 

 

153 

 

Other

114 

 

108 

 

129 

 

421 

 

431 

 
   

295  

   

314  

   

339  

   

1,230 

   

1,271 

 
                     

Net operating income before provision

                   

for credit losses

303 

 

278 

 

288 

 

1,251 

 

1,228 

 

Provision for credit losses

 

136  

   

86  

   

72  

   

379  

   

239 

 
                     

Income before taxes and non-

                   

controlling interest in income of trust

167 

 

192 

 

216 

 

872 

 

989 

 

Provision for income taxes

38 

 

62 

 

85 

 

253 

 

347 

 

Non-controlling interest in income of trust

 

 

 

26 

 

26 

 

Net income

 

122  

   

124  

   

124  

   

593 

   

616 

 

Preferred share dividends

 

7  

   

4  

   

5  

   

20 

   

18 

 

Net income attributable to common

                             

shares

 

115  

   

120  

   

119  

   

573 

   

598 

 
                     

Average common shares outstanding (000)

517,122 

 

526,349 

 

521,349 

 

524,042 

 

517,599 

 

Basic earnings per share (C$)

0.22 

 

0.23 

 

0.23 

 

1.09 

 

1.16 

 

HSBC Bank Canada

Condensed Consolidated Balance Sheet (Unaudited)

 

 

Figures in C$ millions

   

At 31 December
2008

 

At 31 December
2007

 

Assets

           

Cash and non-interest bearing deposits with banks

   

434 

 

554 

 

Interest bearing deposits with regulated financial institutions

   

1,421 

 

3,120 

 
         

1,855 

   

3,674 

 
             

Available-for-sale securities

   

9,683 

 

5,704 

 

Trading securities

   

1,079 

 

1,227 

 

Other securities

   

56 

 

60 

 
         

10,818 

   

6,991 

 
             

Securities purchased under

           

reverse repurchase agreements

       

6,682 

   

6,122 

 
             

Loans

           

– Businesses and government

   

23,067 

 

21,322 

 

– Residential mortgage

   

11,869 

 

12,920 

 

– Consumer finance loans

   

4,029 

 

5,041 

 

– Other consumer loans

   

5,296 

 

4,826 

 

– Allowance for credit losses

   

(615)

 

(514)

 

         

43,646 

   

43,595 

 
             

Customers liability under acceptances

   

5,209 

 

5,727 

 

Derivatives

   

2,448 

 

623 

 

Land, buildings and equipment

   

180 

 

172 

 

Other assets

   

1,211 

 

1,226 

 
         

9,048 

   

7,748 

 

Total assets

       

72,049 

   

68,130 

 
             

Liabilities and shareholders equity

           

Deposits

           

– Regulated financial institutions

   

1,264 

 

1,535 

 

– Individuals

   

21,064 

 

18,292 

 

– Businesses and governments

   

29,634 

 

29,051 

 
         

51,962 

   

48,878 

 
             

Acceptances

   

5,209 

 

5,727 

 

Interest bearing liabilities of subsidiaries, other than deposits

   

4,164 

 

5,182 

 

Derivatives

   

2,023 

 

660 

 

Securities sold under repurchase agreements

   

715 

 

320 

 

Securities sold short

   

631 

 

623 

 

Other liabilities

   

1,974 

 

1,897 

 

Non-controlling interest in trust and subsidiary

   

430 

 

430 

 
         

15,146 

   

14,839 

  
             

Subordinated debentures

       

788 

   

801 

 
             

Shareholders equity

           

– Preferred shares

   

696 

 

350 

 

– Common shares

   

1,225 

 

1,293 

 

– Contributed surplus

   

– 

 

232 

 

– Retained earnings

   

1,950 

 

1,736 

 

– Accumulated other comprehensive income

   

282 

 

 
         

4,153 

   

3,612 

 

Total liabilities and shareholders equity

       

72,049 

   

68,130 

 

HSBC Bank Canada

Condensed Consolidated Statement of Cash Flows (Unaudited)

 

 

Quarter ended

 

Year ended

 
 

31  
December

 

30  
September  

 

31  
December
 

 

31     
December      

 

31 
December
 

 

Figures in C$ millions

2008  

 

2008  

 

2007  

 

2008  

 

2007  

 
                     

Cash flows provided by (used in):

                   

– operating activities

62 

 

417  

 

14  

 

1,212 

 

1,259  

 

– financing activities

342 

 

(718)

 

1,001  

 

2,073 

 

5,440  

 

– investing activities

(503)

 

298  

 

(844)

 

(3,393)

 

(6,553)

 
                     

(Decrease) increase in
  cash and cash
  equivalents

(99)

 

(3)

 

171  

 

(108)

 

146  

 

Cash and cash
  equivalents, beginning of
  period

519 

 

522  

 

357  

 

528 

 

382  

 

Cash and cash
  equivalents, end of period

420 

 

519  

 

528  

 

420 

 

528  

 
             
           

Represented by:

         

– Cash and non-interest
  bearing deposits with the
  Bank of Canada and
  other banks

434 

 

535  

 

554  

         

– less non-operating
  deposits with regulated
  financial institutions
W

(14)

 

(16)

 

(26)

         

– Cash and cash
  equivalents,
end of period

420 

 

519  

 

528  

         
                     

W Non-operating deposits comprise cash restricted for recourse on securitization transactions.

                     


 

Appendix I

Acquisition of HSBC Financial Corporation Limited

Effective November 30, 2008, the Bank acquired HSBC Financial, the consideration for which was an issue to another HSBC Group company of 86,450,000 Class 2, Series B Preferred Shares, with a fair value of C$346 million, which approximated the net book value of HSBC Financial at November 30, 2008. The transaction has been accounted for as a transfer of a business under common control using the continuity of interests method and results and financial position for current and prior periods have been restated to include the income, assets, liabilities and shareholders equity of HSBC Financial at their recorded net book values. As no new equity was contributed, the issue of Class 2 preferred shares was recorded as a recapitalization of shareholders equity as follows:

 

Figures in C$ millions

     

Cancellation of common shares of HSBC Financial Corporation

 

68

 

Charge to contributed surplus

 

239

 

Charge to retained earnings

 

39

 

Total

   

346

 
       

The impact of this restatement on net income for 2008 and 2007 including earnings previously reported in 2008 was as follows:

 

   

Quarter ended

 

Year ended

   

31 December

 

30 September

 

31 December

 

31 D ecember

 

31 December

Figures in C$ millions

 

2008

 

2008

 

200 7

 

2008

 

2007

                     

HSBC Bank Canada

 

107 

 

121 

 

111 

 

524 

 

530 

HSBC Financial
  Corporation

 

 

 

 

(1)

 

 

 

 

49 

 

 

68 

Total

   

115  

   

120 

   

119 

   

573 

   

598 

The effects of the acquisition on the consolidated income statements and consolidated balance sheets of the bank as at or for the years ended 31 December 2008 and 2007 are as follows:

Consolidated Income Statement

 

2008

 

 

Figures in C$ millions

Pro -forma excluding HSBC Financial (1)

 


Impact of
HSBC Financial

 



Total

           

Net interest income

1,168

 

$

476

 

1,644

Non-interest revenue

 

778

   

59

   

837

Total revenue

 

1,946

   

535

   

2,481

Non-interest expense

 

1,008

   

222

   

1,230

Net operating income before provision for
  credit losses

 

938

   

313

   

1,251

Provision for credit losses

 

151

   

228

   

379

Income before provision for income taxes and non-
  controlling interest in income of trust

 

787

   

85

   

872

Provision for income taxes

219

 

34

 

253

Non-controlling interest in income of trust

26

 

 

26

Net income

 

542

   

51

   

593

Preferred shares

18

 

2

 

20

Net income attributable to common shares

 

524

   

49

   

573

                 

Consolidated Balance Sheet
 

 

2008

 

Figures in C$ millions

Pro-forma excluding HSBC Financial(1)

 

Impact of
HSBC Financial

 

 

Total

Assets

         

Cash resources

1,815

 

40

 

1,855

Securities

10,772

 

46

 

10,818

Securities purchased under reverse repurchase agreements

6,682

 

 

6,682

Loans

39,812

 

3,834

 

43,646

Other assets

8,909

 

139

 

9,048

   

67,990

   

4,059

   

72,049

Liabilities and Shareholders Equity

               

Deposits

51,961

 

1

 

51,962

Other liabilities

11,435

 

3,711

 

15,146

Subordinated debt

788

 

 

788

Shareholders equity

3,806

 

347

 

4,153

   

67,990

   

4,059

   

72,049

           

(1)      Represents the following customer groups: Personal Financial Services, Commercial Banking, and Global Banking and Markets; excluding Consumer Finance.

Consolidated Income Statement

 

2007

 

 

Figures in C$ millions

HSBC Bank Canada as previously reported

 


Impact of

HSBC Financial

 



As restated

Net interest income

1,222

 

496

 

1,718

Non-interest revenue

 

708

   

73

   

781

Total revenue

 

1,930

   

569

   

2,499

Non-interest expense

 

997

   

274

   

1,271

Net operating income before provision for
  credit losses

 

933

   

295

   

1,228

Provision for credit losses

 

67

   

172

   

239

Income before provision for income taxes and non-
   controlling interest in income of trust

 

866

   

123

   

989

Provision for income taxes

292

 

55

 

347

Non-controlling interest in income of trust

26

 

 

26

Net income

 

548

   

68

   

616

Preferred shares

18

 

 

18

Net income attributable to common shares

 

530

   

68

   

598

                 

Consolidated Balance Sheet

 

2007

 

 

Figures in C$ millions

HSBC Bank Canada as previously reported

 


Impact of
HSBC Financial

 



As restated

Assets

         

Cash resources

3,573

 

101

 

3,674

Securities

6,926

 

65

 

6,991

Securities purchased under reverse repurchase agreements

6,122

 

 

6,122

Loans

38,715

 

4,880

 

43,595

Other assets

7,595

 

153

 

7,748

   

62,931

   

5,199

   

68,130

Liabilities and Shareholders Equity

               

Deposits

48,877

 

1

 

48,878

Other liabilities

10,005

 

4,834

 

14,839

Subordinated debt

801

 

 

801

Shareholders equity

3,248

 

364

 

3,612

   

62,931

   

5,199

   

68,130

           






SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

HSBC Holdings plc

                                                                                                                                                                                      By:       

                                                                                                                                                                                      Name: P A Stafford

                                                                                                                                                                                      Title: Assistant Group Secretary

                                                                                                                                                                                       Date: February 20, 2009