Analysis of changes in net interest income
The following table allocates changes in net interest income between volume and rate for 2008 compared with 2007, and for 2007 compared with 2006.
Interest income |
|
|
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|
|
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|||||
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|
|
|
Increase/(decrease) in 2008 compared with 2007 |
|
|
|
Increase/(decrease) |
|
|
||||
|
|
2008 |
|
Volume |
|
Rate |
|
2007 |
|
Volume |
|
Rate |
|
2006 |
|
|
US$m |
|
US$m |
|
US$m |
|
US$m |
|
US$m |
|
US$m |
|
US$m |
Short-term funds and loans and advances to banks |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Europe |
HSBC Bank |
2,187 |
|
(166) |
|
(239) |
|
2,592 |
|
729 |
|
327 |
|
1,536 |
|
HSBC Private Banking |
333 |
|
119 |
|
(15) |
|
229 |
|
13 |
|
26 |
|
190 |
|
HSBC France |
1,495 |
|
173 |
|
28 |
|
1,294 |
|
390 |
|
214 |
|
690 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hong Kong |
Hang Seng Bank |
587 |
|
203 |
|
(225) |
|
609 |
|
126 |
|
- |
|
483 |
|
The Hongkong and Shanghai Banking Corporation |
1,344 |
|
(139) |
|
(869) |
|
2,352 |
|
484 |
|
223 |
|
1,645 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rest of |
The Hongkong and Shanghai Banking Corporation |
881 |
|
362 |
|
(291) |
|
810 |
|
229 |
|
61 |
|
520 |
|
HSBC Bank Malaysia |
165 |
|
65 |
|
(3) |
|
103 |
|
13 |
|
3 |
|
87 |
|
HSBC Bank Middle East |
188 |
|
(15) |
|
(121) |
|
324 |
|
100 |
|
16 |
|
208 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America |
HSBC Bank USA |
328 |
|
10 |
|
(159) |
|
477 |
|
54 |
|
(42) |
|
465 |
|
HSBC Bank Canada |
107 |
|
(21) |
|
(46) |
|
174 |
|
28 |
|
8 |
|
138 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Latin America |
HSBC Mexico |
247 |
|
9 |
|
(1) |
|
239 |
|
11 |
|
1 |
|
227 |
|
Brazilian operations9 |
951 |
|
242 |
|
64 |
|
645 |
|
230 |
|
(157) |
|
572 |
|
HSBC Bank Panama |
30 |
|
9 |
|
(12) |
|
33 |
|
24 |
|
- |
|
9 |
|
HSBC Bank Argentina |
43 |
|
16 |
|
11 |
|
16 |
|
4 |
|
4 |
|
8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other operations |
760 |
|
43 |
|
(181) |
|
898 |
|
89 |
|
191 |
|
618 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,646 |
|
915 |
|
(2,064) |
|
10,795 |
|
2,561 |
|
838 |
|
7,396 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and advances to customers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Europe |
HSBC Bank |
18,587 |
|
3,885 |
|
(3,376) |
|
18,078 |
|
669 |
|
3,243 |
|
14,166 |
|
HSBC Private Banking |
494 |
|
132 |
|
(145) |
|
507 |
|
127 |
|
42 |
|
338 |
|
HSBC France |
3,604 |
|
257 |
|
128 |
|
3,219 |
|
699 |
|
57 |
|
2,463 |
|
HSBC Finance |
505 |
|
(76) |
|
(30) |
|
611 |
|
(50) |
|
(10) |
|
671 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hong Kong |
Hang Seng Bank |
1,589 |
|
251 |
|
(782) |
|
2,120 |
|
193 |
|
(25) |
|
1,952 |
|
The Hongkong and Shanghai Banking Corporation |
2,291 |
|
392 |
|
(1,002) |
|
2,901 |
|
51 |
|
7 |
|
2,843 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rest of |
The Hongkong and Shanghai Banking Corporation |
5,163 |
|
1,345 |
|
(503) |
|
4,321 |
|
471 |
|
401 |
|
3,449 |
|
HSBC Bank Malaysia |
553 |
|
64 |
|
(18) |
|
507 |
|
80 |
|
(3) |
|
430 |
|
HSBC Bank Middle East |
1,549 |
|
680 |
|
(331) |
|
1,200 |
|
178 |
|
65 |
|
957 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America |
HSBC Bank USA |
5,758 |
|
219 |
|
(1,046) |
|
6,585 |
|
106 |
|
338 |
|
6,141 |
|
HSBC Finance |
15,835 |
|
(1,495) |
|
(756) |
|
18,086 |
|
732 |
|
293 |
|
17,061 |
|
HSBC Bank Canada |
2,455 |
|
284 |
|
(427) |
|
2,598 |
|
495 |
|
66 |
|
2,037 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Latin America |
HSBC Mexico |
2,565 |
|
104 |
|
274 |
|
2,187 |
|
380 |
|
275 |
|
1,532 |
|
Brazilian operations9 |
4,879 |
|
1,744 |
|
(760) |
|
3,895 |
|
1,409 |
|
(758) |
|
3,244 |
|
HSBC Bank Panama |
810 |
|
49 |
|
(17) |
|
778 |
|
686 |
|
- |
|
92 |
|
HSBC Bank Argentina |
378 |
|
68 |
|
69 |
|
241 |
|
106 |
|
28 |
|
107 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other operations |
1,707 |
|
564 |
|
(647) |
|
1,790 |
|
118 |
|
144 |
|
1,528 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
68,722 |
|
8,887 |
|
(9,789) |
|
69,624 |
|
5,891 |
|
4,722 |
|
59,011 |
For footnotes, see page 143.
|
|
|
|
Increase/(decrease) in 2008 compared with 2007 |
|
|
|
Increase/(decrease) in 2007 compared with 2006 |
|
|
||||
|
|
2008 |
|
Volume |
|
Rate |
|
2007 |
|
Volume |
|
Rate |
|
2006 |
|
|
US$m |
|
US$m |
|
US$m |
|
US$m |
|
US$m |
|
US$m |
|
US$m |
Financial investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Europe |
HSBC Bank |
3,840 |
|
2,006 |
|
(597) |
|
2,431 |
|
146 |
|
308 |
|
1,977 |
|
HSBC Private Banking |
553 |
|
81 |
|
(39) |
|
511 |
|
74 |
|
46 |
|
391 |
|
HSBC France |
795 |
|
222 |
|
62 |
|
511 |
|
291 |
|
125 |
|
95 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hong Kong |
Hang Seng Bank |
1,063 |
|
(340) |
|
(147) |
|
1,550 |
|
157 |
|
169 |
|
1,224 |
|
The Hongkong and Shanghai Banking Corporation |
563 |
|
(263) |
|
(191) |
|
1,017 |
|
16 |
|
90 |
|
911 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rest of |
The Hongkong and Shanghai Banking Corporation |
1,507 |
|
371 |
|
71 |
|
1,065 |
|
281 |
|
47 |
|
737 |
|
HSBC Bank Malaysia |
36 |
|
(21) |
|
1 |
|
56 |
|
21 |
|
(1) |
|
36 |
|
HSBC Bank Middle East |
144 |
|
96 |
|
(126) |
|
174 |
|
118 |
|
(16) |
|
72 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America |
HSBC Bank USA |
1,232 |
|
87 |
|
(44) |
|
1,189 |
|
58 |
|
22 |
|
1,109 |
|
HSBC Finance |
143 |
|
(65) |
|
(21) |
|
229 |
|
19 |
|
10 |
|
200 |
|
HSBC Bank Canada |
197 |
|
41 |
|
(102) |
|
258 |
|
69 |
|
15 |
|
174 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Latin America |
HSBC Mexico |
244 |
|
14 |
|
(89) |
|
319 |
|
(76) |
|
(32) |
|
427 |
|
Brazilian operations9
|
853 |
|
140 |
|
41 |
|
672 |
|
225 |
|
(54) |
|
501 |
|
HSBC Bank Panama |
47 |
|
(7) |
|
(4) |
|
58 |
|
37 |
|
- |
|
21 |
|
HSBC Bank Argentina |
47 |
|
(33) |
|
12 |
|
68 |
|
31 |
|
(1) |
|
38 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other operations |
1,354 |
|
123 |
|
(176) |
|
1,407 |
|
121 |
|
95 |
|
1,191 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,618 |
|
2,450 |
|
(1,347) |
|
11,515 |
|
1,634 |
|
777 |
|
9,104 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits by banks |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Europe |
HSBC Bank |
1,875 |
|
162 |
|
(435) |
|
2,148 |
|
477 |
|
360 |
|
1,311 |
|
HSBC Private Banking |
105 |
|
121 |
|
(38) |
|
22 |
|
(11) |
|
- |
|
33 |
|
HSBC France |
1,672 |
|
310 |
|
4 |
|
1,358 |
|
292 |
|
180 |
|
886 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hong Kong |
Hang Seng Bank |
55 |
|
(53) |
|
(15) |
|
123 |
|
40 |
|
(1) |
|
84 |
|
The Hongkong and Shanghai Banking Corporation |
70 |
|
1 |
|
(81) |
|
150 |
|
40 |
|
(15) |
|
125 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rest of |
The Hongkong and Shanghai Banking Corporation |
450 |
|
260 |
|
(255) |
|
445 |
|
156 |
|
43 |
|
246 |
|
HSBC Bank Malaysia |
10 |
|
(1) |
|
(1) |
|
12 |
|
3 |
|
- |
|
9 |
|
HSBC Bank Middle East |
29 |
|
48 |
|
(51) |
|
32 |
|
11 |
|
(2) |
|
23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America |
HSBC Bank USA |
220 |
|
244 |
|
(438) |
|
414 |
|
182 |
|
24 |
|
208 |
|
HSBC Bank Canada |
41 |
|
(16) |
|
(36) |
|
93 |
|
7 |
|
18 |
|
68 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Latin America |
HSBC Mexico |
32 |
|
(10) |
|
(21) |
|
63 |
|
13 |
|
- |
|
50 |
|
Brazilian operations9
|
190 |
|
85 |
|
(1) |
|
106 |
|
50 |
|
(45) |
|
101 |
|
HSBC Bank Panama |
43 |
|
(7) |
|
(16) |
|
66 |
|
49 |
|
- |
|
17 |
|
HSBC Bank Argentina |
1 |
|
(7) |
|
(1) |
|
9 |
|
3 |
|
1 |
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other operations |
166 |
|
4 |
|
(129) |
|
291 |
|
(51) |
|
8 |
|
334 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,959 |
|
1,183 |
|
(1,556) |
|
5,332 |
|
1,267 |
|
565 |
|
3,500 |
For footnotes, see page 143.
Interest expense (continued) |
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
Increase/(decrease) in 2008 compared with 2007 |
|
|
|
Increase/(decrease) |
|
|
||||
|
|
2008 |
|
Volume |
|
Rate |
|
2007 |
|
Volume |
|
Rate |
|
2006 |
|
|
US$m |
|
US$m |
|
US$m |
|
US$m |
|
US$m |
|
US$m |
|
US$m |
Customer accounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Europe |
HSBC Bank |
10,092 |
|
1,355 |
|
(1,839) |
|
10,576 |
|
1,577 |
|
1,968 |
|
7,031 |
|
HSBC Private Banking |
1,349 |
|
328 |
|
(464) |
|
1,485 |
|
237 |
|
179 |
|
1,069 |
|
HSBC France |
1,583 |
|
292 |
|
65 |
|
1,226 |
|
264 |
|
210 |
|
752 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hong Kong |
Hang Seng Bank |
914 |
|
152 |
|
(1,138) |
|
1,900 |
|
219 |
|
(31) |
|
1,712 |
|
The Hongkong and Shanghai Banking Corporation |
1,365 |
|
382 |
|
(2,516) |
|
3,499 |
|
591 |
|
(26) |
|
2,934 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rest of |
The Hongkong and Shanghai Banking Corporation |
2,869 |
|
711 |
|
(487) |
|
2,645 |
|
646 |
|
96 |
|
1,903 |
|
HSBC Bank Malaysia |
295 |
|
43 |
|
(8) |
|
260 |
|
46 |
|
2 |
|
212 |
|
HSBC Bank Middle East |
422 |
|
156 |
|
(312) |
|
578 |
|
139 |
|
28 |
|
411 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America |
HSBC Bank USA |
2,069 |
|
334 |
|
(1,316) |
|
3,051 |
|
249 |
|
312 |
|
2,490 |
|
HSBC Bank Canada |
967 |
|
146 |
|
(269) |
|
1,090 |
|
152 |
|
134 |
|
804 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Latin America |
HSBC Mexico |
561 |
|
15 |
|
(2) |
|
548 |
|
21 |
|
56 |
|
471 |
|
Brazilian operations9
|
3,110 |
|
741 |
|
206 |
|
2,163 |
|
648 |
|
(541) |
|
2,056 |
|
HSBC Bank Panama |
296 |
|
6 |
|
(24) |
|
314 |
|
280 |
|
- |
|
34 |
|
HSBC Bank Argentina |
145 |
|
17 |
|
43 |
|
85 |
|
38 |
|
6 |
|
41 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other operations |
1,952 |
|
369 |
|
(714) |
|
2,297 |
|
200 |
|
286 |
|
1,811 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,989 |
|
4,710 |
|
(8,438) |
|
31,717 |
|
5,098 |
|
2,888 |
|
23,731 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities designated at fair value -own debt issued |
3,133 |
|
304 |
|
(739) |
|
3,568 |
|
196 |
|
212 |
|
3,160 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt securities in issue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Europe |
HSBC Bank |
4,001 |
|
1,290 |
|
(1,042) |
|
3,753 |
|
816 |
|
890 |
|
2,047 |
|
HSBC France |
1,447 |
|
86 |
|
154 |
|
1,207 |
|
285 |
|
289 |
|
633 |
|
HSBC Finance |
8 |
|
(2) |
|
(8) |
|
18 |
|
(18) |
|
4 |
|
32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hong Kong |
Hang Seng Bank |
57 |
|
(2) |
|
(21) |
|
80 |
|
4 |
|
12 |
|
64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rest of |
The Hongkong and Shanghai Banking Corporation |
640 |
|
1 |
|
80 |
|
559 |
|
54 |
|
67 |
|
438 |
|
HSBC Bank Malaysia |
20 |
|
6 |
|
1 |
|
13 |
|
(2) |
|
2 |
|
13 |
|
HSBC Bank Middle East |
90 |
|
32 |
|
(61) |
|
119 |
|
119 |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America |
HSBC Bank USA |
852 |
|
(182) |
|
(198) |
|
1,232 |
|
(152) |
|
(23) |
|
1,407 |
|
HSBC Finance |
3,765 |
|
(802) |
|
(744) |
|
5,311 |
|
142 |
|
122 |
|
5,047 |
|
HSBC Bank Canada |
604 |
|
95 |
|
(131) |
|
640 |
|
180 |
|
- |
|
460 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Latin America |
HSBC Mexico |
243 |
|
148 |
|
(15) |
|
110 |
|
83 |
|
4 |
|
23 |
|
Brazilian operations9
|
156 |
|
36 |
|
5 |
|
115 |
|
72 |
|
(27) |
|
70 |
|
HSBC Bank Panama |
33 |
|
(4) |
|
(8) |
|
45 |
|
43 |
|
- |
|
2 |
|
HSBC Bank Argentina |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other operations |
66 |
|
(14) |
|
93 |
|
(13) |
|
119 |
|
(240) |
|
108 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,982 |
|
(723) |
|
(1,930) |
|
13,189 |
|
1,777 |
|
1,068 |
|
10,344 |
Share capital and reserves
Authorised share capital
The authorised share capital of HSBC Holdings at 31 December 2008 was US$7,500,100,000 divided into 15,000 million ordinary shares of US$0.50 each and 10 million non-cumulative preference shares of US$0.01 each; £401,500 divided into 10 million non-cumulative preference shares of £0.01 each and 301,500 non-voting deferred shares of £1 each; and €100,000 divided into 10 million non-cumulative preference shares of €0.01 each.
The percentage of the total authorised share capital of HSBC Holdings at 31 December 2008 represented by the numbers of ordinary shares of US$0.50 each, non-cumulative preference shares of £0.01 each, non-cumulative preference shares of US$0.01 each, non-cumulative preference shares of €0.01 each and non-voting deferred shares of £1 each was approximately 99.9890, 0.0019, 0.0013, 0.0019 and 0.0059 per cent respectively.
Issued share capital
The issued share capital of HSBC Holdings at 31 December 2008 was US$6,052,647,041 divided into 12,105,265,082 ordinary shares of US$0.50 each and 1,450,000 non-cumulative preference shares of US$0.01 each; and £301,500 comprising 301,500 non-voting deferred shares of £1 each.
The percentage of the total issued share capital of HSBC Holdings at 31 December 2008 represented by the ordinary shares of US$0.50 each, non-cumulative preference shares of US$0.01 each and non-voting deferred shares of £1 each was approximately 99.9925, 0.0002, and 0.0073 per cent respectively.
Rights and obligations attaching to shares
The rights and obligations attaching to each class of share in the authorised share capital of HSBC Holdings are set out in the Articles of Association of HSBC Holdings. Set out below is a summary of the rights and obligations attaching to each class of shares with respect to voting, dividends, capital and, in the case of the preference shares, redemption.
To be registered, a transfer of shares must be in relation to a share which is fully paid up and on which the Company has no lien and to one class of shares denominated in the same currency. The transfer must be in favour of a single transferee or no more than four joint transferees and it must be duly stamped (if required). The transfer must be delivered to the registered office of the Company or to its Registrars accompanied by the certificate to which it relates or such other evidence that proves the title of the transferor.
If a shareholder or any person appearing to be interested in the Company's shares has been sent a notice under section 793 of the Companies Act 2006 (which confers upon public companies the power to require information from any person whom the Company knows or has reasonable cause to believe to be interested in the shares) and has failed in relation to any shares (the 'default shares') to supply the information requested within the period set out in the notice, then the member is not entitled to be present at or to vote the default shares at any general meeting or to exercise any other right conferred by being a shareholder. If the default shares represent at least 0.25 per cent in nominal value of the issued shares of that class any dividend shall be withheld by the Company, without interest and no election for the scrip dividend alternative may be made. No transfer of any shares held by the member will be registered, except in limited circumstances.
Ordinary shares
Subject to the Companies Act 2006 and the Articles of Association of HSBC Holdings, in a general meeting of HSBC Holdings, every holder of ordinary shares who is present in person or by proxy shall on a show of hands have one vote and every holder of ordinary shares present in person or by proxy shall on a poll have one vote for every share he or she holds. Where any shareholder is, under the rules governing the listing of securities on any stock exchange on which all or any shares of HSBC Holdings are for the time being listed or traded, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such holder in contravention of such requirement or restriction will not be counted.
Subject to the Companies Act 2006 and the Articles of Association of HSBC Holdings, HSBC Holdings may, by ordinary resolution, declare dividends to be paid to the holders of ordinary shares, however, no dividend shall exceed the amount recommended by the Board. The Board may pay interim dividends as appears to the Board to be justified by the profits of HSBC Holdings available for distribution. All dividends shall be apportioned and paid proportionately to the percentage of the nominal amount paid up on the shares during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms providing that it shall rank for dividend as from a particular date, it shall rank for dividend accordingly. Subject to the Articles of Association of HSBC Holdings, the Board may, with the prior authority of an ordinary resolution of HSBC Holdings and subject to such terms and conditions as the Board may determine, offer to any holders of ordinary shares the right to elect to receive ordinary shares of the same or a different currency, credited as fully paid, instead of cash in any currency in respect of the whole (or some part, to be determined by the Board) of any dividend specified by the ordinary resolution. At the 2007 Annual General Meeting shareholders gave authority to the Directors to offer a scrip dividend alternative until the conclusion of the Annual General Meeting in 2012.
Subject to the relevant insolvency laws and the Articles of Association of HSBC Holdings, if HSBC Holdings is wound up, the assets available for distribution among the holders of ordinary shares will be distributed among such holders in proportion to the number of ordinary shares held by them respectively, such distribution to be adjusted to take account of any amount remaining unpaid on a holder's share. On a winding up, the liquidator may, with the sanction of a special resolution of HSBC Holdings and any other sanction required by law, divide among the shareholders in specie the whole or any part of the assets of HSBC Holdings and may, for that purpose, value any assets and determine how the division shall be carried out as between the shareholders or different classes of shareholders.
Preference shares
The non-cumulative preference shares of £0.01 each, the non-cumulative preference shares of US$0.01 each (the 'Dollar Preference Shares') and the non-cumulative preference shares of €0.01 each carry the same rights and obligations under the Articles of Association save in respect of the timing of and payment of proceeds from the redemption of each class of share, to the extent issued, and certain rights and obligations that attach to each class of preference share as determined by the Board prior to allotment of the relevant preference shares. The Dollar Preference Shares are the only class of the preference shares which have been issued and allotted to date.
Holders of the preference shares will only be entitled to attend and vote at general meetings of HSBC Holdings if any dividend payable on the relevant preference shares in respect of such period as the Board shall determine prior to allotment thereof (which, in the case of the Dollar Preference Shares in issue at 2 March 2009, is four consecutive dividend payment dates) is not paid in full or in such other circumstances, and upon and subject to such terms, as the Board may determine prior to allotment of the relevant preference shares. Whenever holders of the relevant preference shares are entitled to vote on a resolution at a general meeting, on a show of hands every such holder who is present in person or by proxy shall have one vote and on a poll every such holder who is present in person or by proxy shall have one vote per preference share held by him or her or such number of votes per share as the Board shall determine prior to allotment of such share.
Subject to the Articles of Association, holders of the relevant preference shares shall have the right to a non-cumulative preferential dividend at such rate, on such dates and on such other terms and conditions as may be determined by the Board prior to allotment thereof in priority to the payment of any dividend to the holders of ordinary shares and any other class of shares of HSBC Holdings in issue (other than (i) the other preference shares in issue and any other shares expressed to rank pari passu therewith as regards income; and (ii) any shares which by their terms rank in priority to the relevant preference shares as regards income). Dividends on the Dollar Preference Shares in issue at 2 March 2009 are paid quarterly at the sole and absolute discretion of the Board of Directors. The Board of Directors will not declare a dividend on the Dollar Preference Shares if payment of the dividend would cause HSBC Holdings not to meet the applicable capital adequacy requirements of the FSA or the profit of HSBC Holdings available for distribution as dividends is not sufficient to enable HSBC Holdings to pay in full both dividends on the relevant preference shares and dividends on any other shares that are scheduled to be paid on the same date and that have an equal right to dividends. HSBC Holdings may not declare or pay dividends on any class of its shares ranking lower in the right to dividends than the preference shares nor redeem nor purchase in any manner any of its other shares ranking equal with or lower than the preference shares unless it has paid in full, or set aside an amount to provide for payment in full, the dividends on the preference shares for the then-current dividend period.
The preference shares carry no rights to participate in the profits or assets of HSBC Holdings other than as set out in the Articles of Association and subject to the Companies Act 1985, do not confer any right to participate in any offer or invitation by way of rights or otherwise to subscribe for additional shares in HSBC Holdings, do no not confer any right of conversion and do not confer any right to participate in any issue or bonus shares or shares issued by way of capitalisation of reserves.
Subject to the relevant insolvency laws and the Articles of Association of HSBC Holdings, holders of the relevant preference shares have the right in a winding up of HSBC Holdings to receive out of the assets of HSBC Holdings available for distribution to its shareholders, in priority to any payment to the holders of the ordinary shares and any other class of shares of HSBC Holdings in issue (other than (i) the other relevant preference shares and any other shares expressed to rank pari passu therewith as regards repayment of capital; and (ii) any shares which by their terms rank in priority to the relevant preference shares as regards repayment of capital), a sum equal to any unpaid dividend on the relevant preference shares which is payable as a dividend in accordance with or pursuant to the Articles of Association and the amount paid up or credited as paid up on the relevant preference shares together with such premium (if any) as may be determined by the Board prior to allotment thereof.
HSBC Holdings may redeem the relevant preference shares in accordance with the Articles of Association and the terms on which the relevant preference shares were issued and allotted. In the case of the Dollar Preference Shares in issue at 2 March 2009, HSBC Holdings may redeem such shares in whole at any time on or after 16 December 2010, subject to prior notification to the FSA.
Non-voting deferred shares
The non-voting deferred shares are held by a subsidiary undertaking of HSBC Holdings. Holders of the non-voting deferred shares are not entitled to receive dividends on these shares. In addition, on winding up or other return of capital, holders are entitled to receive the amount paid up on their shares after distribution to ordinary shareholders of £10 million in respect of each ordinary share held by them. The holders of the nonߛvoting deferred shares are not entitled to receive notice of or to attend (either personally or by proxy) any general meeting of HSBC Holdings or to vote (either personally or by proxy) on any resolution to be proposed thereat.
The following events occurred during the year in relation to the share capital of HSBC Holdings:
Scrip dividends
1. 36,524,050 ordinary shares were issued at par in January 2008 to shareholders who elected to receive new shares in lieu of the third interim dividend for 2007. The market value per share used to calculate shareholders' entitlements to new shares was US$16.821, being the US dollar equivalent of £8.132.
2. 136,165,605 ordinary shares were issued at par in May 2008 to shareholders who elected to receive new shares in lieu of the fourth interim dividend for 2007. The market value per share used to calculate shareholders' entitlements to new shares was US$16.4022, being the US dollar equivalent of £8.132.
3. 15,191,514 ordinary shares were issued at par in July 2008 to shareholders who elected to receive new shares in lieu of the first interim dividend for 2008. The market value per share used to calculate shareholders' entitlements to new shares was US$16.8421, being the US dollar equivalent of £8.519.
4. 47,687,930 ordinary shares were issued at par in October 2008 to shareholders who elected to receive new shares in lieu of the second interim dividend for 2008. The market value per share used to calculate shareholders' entitlements to new shares was US$15.2466, being the US dollar equivalent of £8.266.
All-Employee share plans
5. In connection with the exercise of options under the HSBC Holdings savings-related share option plans: 27,491,176 ordinary shares were issued at prices ranging from £5.3496 to £7.6736 per share; 1,782,367 ordinary shares were issued at prices ranging from HK$103.4401 to HK$108.4483 per share; 805,885 ordinary shares were issued at prices ranging from US$13.3290 to US$14.7478 per share; and 46,698 ordinary shares were issued at €10.4217 per share. Options over 18,163,336 ordinary shares lapsed.
6. 2,667,632 ordinary shares were issued at €8.3124 per share in connection with a Plan d'Epargne Entreprise for the benefit of non-UK resident employees of HSBC France and its subsidiaries.
7. Options over 32,951,305 ordinary shares were granted at nil consideration on 30 April 2008 to nearly 70,000 HSBC employees resident in nearly 70 countries and territories under the HSBC Holdings savings-related share option plans.
Discretionary share incentive plans
8. 4,050,585 ordinary shares were issued at prices ranging from £6.2767 to £7.460 per share in connection with the exercise of options under the HSBC Holdings Executive Share Option Scheme. Options over 223,951 ordinary shares lapsed.
9. 3,734,125 ordinary shares were issued at prices ranging from £6.9100 to £8.7120 per share in connection with the exercise of options under the HSBC Holdings Group Share Option Plan. Options over 5,889,067 ordinary shares lapsed.
10. No options were exercised under and no ordinary shares were issued in connection with the HSBC Share Plan. Options over 224,728 ordinary shares lapsed.
HSBC Finance
11. 65,198 ordinary shares were issued at prices ranging from US$14.59 to US$16.71 per share in connection with the vesting of Restricted Stock Rights under HSBC Finance share plans that have been converted into rights over HSBC Holdings ordinary shares.
Authority to purchase ordinary shares
12. At the Annual General Meeting in 2008, shareholders renewed the authority for the Company to make market purchases of ordinary shares. The authority is to make market purchases of up to 1,186,700,000 ordinary shares. The Directors have not exercised this authority. In accordance with the terms of a waiver granted by the Hong Kong Stock Exchange on 19 December 2005, HSBC Holdings will comply with the applicable law and regulation in the UK in relation to the holding of any shares in treasury and with the conditions of the waiver, in connection with any shares it may hold in treasury.
Authority to allot shares
13. At the Annual General Meeting in 2008 shareholders renewed the general authority for the Directors to allot new shares. The general authority is to allot up to 2,373,400,000 ordinary shares, 10,000,000 non-cumulative preference shares of £0.01 each, 8,550,000 non-cumulative preference shares of US$0.01 each and 10,000,000 non-cumulative preference shares of €0.01 each. Within this, the Directors have authority to allot up to a maximum of 593,350,000 ordinary shares wholly for cash to persons other than existing shareholders.
Other than as described in paragraphs 1 to 6 and 8 to 10 above, the Directors did not allot any shares during 2008.
Short-term borrowings
HSBC includes short-term borrowings within customer accounts, deposits by banks and debt securities in issue and does not show short-term borrowings separately on the balance sheet. Short-term borrowings are defined by the US Securities and Exchange Commission ('SEC') as Federal funds purchased and securities sold under agreements to repurchase, commercial paper and other short-term borrowings. HSBC's only significant short-term borrowings are securities sold under agreements to repurchase and certain debt securities in issue. Additional information on these is provided in the tables below.
|
2008 |
|
2007 |
|
2006 |
|
US$m |
|
US$m |
|
US$m |
Securities sold under agreements to repurchase |
|
|
|
|
|
Outstanding at 31 December |
145,180 |
|
140,001 |
|
97,139 |
Average amount outstanding during the year |
177,256 |
|
129,779 |
|
102,715 |
Maximum quarter-end balance outstanding during the year |
190,651 |
|
148,601 |
|
109,689 |
|
|
|
|
|
|
Weighted average interest rate during the year |
3.8% |
|
5.4% |
|
4.3% |
Weighted average interest rate at the year-end |
2.9% |
|
4.8% |
|
4.6% |
|
|
|
|
|
|
Short-term bonds |
|
|
|
|
|
Outstanding at 31 December |
40,279 |
|
51,792 |
|
37,906 |
Average amount outstanding during the year |
45,330 |
|
39,153 |
|
37,729 |
Maximum quarter-end balance outstanding during the year |
55,842 |
|
51,792 |
|
38,907 |
|
|
|
|
|
|
Weighted average interest rate during the year |
5.0% |
|
7.0% |
|
5.1% |
Weighted average interest rate at the year-end |
3.1% |
|
6.5% |
|
4.8% |
Contractual obligations
The table below provides details of HSBC's material contractual obligations as at 31 December 2008.
|
Payments due by period |
||||||
|
Total |
|
Less than 1 year |
|
1-5 years |
|
More than 5 years |
|
US$m |
|
US$m |
|
US$m |
|
US$m |
|
|
|
|
|
|
|
|
Long-term debt obligations |
254,946 |
|
92,191 |
|
99,353 |
|
63,402 |
Term deposits and certificates of deposit |
256,661 |
|
245,672 |
|
10,989 |
|
- |
Capital (finance) lease obligations |
979 |
|
55 |
|
188 |
|
736 |
Operating lease obligations |
4,139 |
|
766 |
|
1,800 |
|
1,573 |
Purchase obligations |
1,541 |
|
948 |
|
593 |
|
- |
Short positions in debt securities and equity shares |
66,774 |
|
52,679 |
|
4,477 |
|
9,618 |
Current tax liability |
1,822 |
|
1,822 |
|
- |
|
- |
Pension obligations |
15,137 |
|
1,208 |
|
5,393 |
|
8,536 |
|
601,999 |
|
395,341 |
|
122,793 |
|
83,865 |
Ratios of earnings to combined fixed charges (and preference share dividends)
|
2008 |
|
2007 |
|
2006 |
|
2005 |
|
2004 |
|
% |
|
% |
|
% |
|
% |
|
% |
Ratios of earnings to combined fixed charges and preference share dividends |
|
|
|
|
|
|
|
|
|
Ratios in accordance with IFRSs |
|
|
|
|
|
|
|
|
|
- excluding interest on deposits |
2.97 |
|
6.96 |
|
7.22 |
|
9.16 |
|
8.64 |
- including interest on deposits |
1.13 |
|
1.34 |
|
1.40 |
|
1.59 |
|
1.86 |
|
|
|
|
|
|
|
|
|
|
Ratios in accordance with UK GAAP |
|
|
|
|
|
|
|
|
|
- excluding interest on deposits |
- |
|
- |
|
- |
|
- |
|
8.07 |
- including interest on deposits |
- |
|
- |
|
- |
|
- |
|
1.81 |
|
|
|
|
|
|
|
|
|
|
Ratios of earnings to combined fixed charges |
|
|
|
|
|
|
|
|
|
Ratios in accordance with IFRSs |
|
|
|
|
|
|
|
|
|
- excluding interest on deposits |
3.17 |
|
7.52 |
|
7.93 |
|
9.60 |
|
8.64 |
- including interest on deposits |
1.14 |
|
1.34 |
|
1.41 |
|
1.59 |
|
1.86 |
|
|
|
|
|
|
|
|
|
|
Ratios in accordance with UK GAAP |
|
|
|
|
|
|
|
|
|
- excluding interest on deposits |
- |
|
- |
|
- |
|
- |
|
8.07 |
- including interest on deposits |
- |
|
- |
|
- |
|
- |
|
1.81 |
For the purpose of calculating the ratios, earnings consist of income from continuing operations before taxation and minority interests, plus fixed charges, and after deduction of the unremitted pre-tax income of associated undertakings. Fixed charges consist of total interest expense, including or excluding interest on deposits, as appropriate, dividends on preference shares and other equity instruments, as applicable, and the proportion of rental expense deemed representative of the interest factor.