Interim Results - Part 2

HSBC HOLDINGS PLC 13 August 1999 PART 2 14. Off-balance-sheet risk-weighted and replacement cost amounts At 30JUN99 At 30JUN98 At 31DEC98 Figures in US$m Risk-weighted amounts Contingent liabilities 19,814 19,241 19,823 Commitments 14,440 15,990 14,187 Replacement cost amounts Exchange rate contracts 5,893 10,522 8,899 Interest rate contracts 4,743 5,002 7,297 Equities contracts 2,177 2,221 2,218 Risk-weighted amounts are assessed in accordance with the Financial Services Authority's guidelines which implement the Basle agreement on capital adequacy and depend on the status of the counterparty and the maturity characteristics. Replacement cost of contracts represents the mark-to-market assets on all contracts with a positive value, i.e. an asset to the HSBC Group. Replacement cost is, therefore, a close approximation of the credit risk for these contracts as at the balance sheet date. The actual credit risk is measured internally and is the sum of positive mark-to-market value and an estimate for the future fluctuation risk, using a future risk factor. 15. Market risk Market risk is the risk that interest rates, foreign exchange rates or equity and commodity prices will move and result in profits or losses to the HSBC Group. Market risk arises on financial instruments which are valued at current market prices (mark-to- market basis) and those valued at cost plus any accrued interest (accruals basis). The Group makes markets in interest rate, exchange rate and equity derivative instruments, as well as in debt, equities and other securities. Trading risks arise either from customer-related business or from position taking. The Group manages market risk through risk limits approved by the Group Executive Committee. Group Market Risk, an independent unit within HSBC Holdings plc, develops risk management policies and measurement techniques, and reviews limit utilisation on a daily basis. Risk limits are determined for each location and, within location, for each portfolio. Limits are set by product and risk type with market liquidity being a principal factor in determining the level of limits set. Only those offices with sufficient derivative product expertise and appropriate control systems are authorised to trade derivative products. Limits are set using a combination of risk measurement techniques, including position limits, sensitivity limits, as well as value at risk (VAR) limits at a portfolio level. Similarly, option risks are controlled through full revaluation limits in conjunction with limits on the underlying variables that determine each option's value. VAR is a technique which estimates the potential losses that could occur on risk positions taken due to movements in market rates and prices over a specified time horizon and to a given level of confidence. The Group VAR, calculated on a variance/co-variance basis, uses historical movements in market rates and prices, a 99 per cent confidence level, a 10-day holding period and generally takes account of correlations between different markets and rates. The movement in market prices is calculated by reference to market data from the last two years. Aggregation of VAR from different risk types is based upon the assumption of independence between risk types. The Group VAR is a principal component of the management of market risk for the Group. Historically, this has been calculated to a 95 per cent confidence level and for a one-day holding period. From the beginning of 1999, VAR is being calculated at a 99 per cent confidence level for a 10-day holding period^. This change has been made to facilitate consistency with the regulatory requirements for the use of internal models used to calculate market risk capital requirements and remains consistent with the Group's risk management control framework. VAR methodologies have inherent limitations. Therefore, the Group VAR should not be viewed as a maximum amount that the Group can lose on its market risk positions. The Group recognises these limitations by augmenting the VAR limits with other position and sensitivity limit structures, as well as with stress testing, both on individual portfolios and on a consolidated basis. The Group's stress testing regime provides senior management with an assessment of the impact of extreme events on the market risk exposures of the Group. VAR for all interest rate risk and foreign exchange risk positions at 30 June 1999 was US$257.3 million, compared with US$125.3 million at 31 December 1998^. The average for the first half of 1999 was US$216.8 million, with a maximum of US$277.2 million and minimum of US$167.9 million in the period. VAR related to foreign exchange dealing positions at 30 June 1999 was US$29.1 million (US$14.2 million at 31 December 1998^). The average VAR for the first half of 1999 was US$29.1 million, with a maximum of US$58.5 million and a minimum of US$16.6 million in the period. The VAR noted for foreign exchange positions excludes structural foreign currency exposures, since related gains or losses are taken through reserves. VAR at 30 June 1999 related to interest rate exposures, including interest rate risk related to accrual book positions, was US$255.2 million (US$123.4 million at 31 December 1998^). The average VAR for the first half of 1999 was US$213.4 million, the maximum was US$275.4 million and the minimum was US$163.0 million. The average daily revenue earned from market risk-related treasury activities in the first half of 1999, including accrual book net interest income and funding related to dealing positions, was US$9.5 million (first half 1998: US$7.9 million; second half 1998: US$7.7 million). The standard deviation of these daily revenues was US$4.6 million. An analysis of the frequency distribution of daily revenues shows that the lowest daily revenue was between US$1 million and US$2 million, with three occurrences, and there were no days showing losses. The most frequent result was a daily revenue of between US$7 million and US$8 million, with 17 occurrences. The highest daily revenue was US$26 million. VAR at 30 June 1999 related to equities trading positions was US$20.2 million (31 December 1998: US$12.0 million^). The average VAR for the first half of 1999 was US$15.4 million, the maximum was US$26.4 million and the minimum US$11.1 million. ^ The comparative figures for 1998 have been recalculated using a 99 per cent confidence level for a 10 day holding period using the VAR models in place at that date. It is not practicable retrospectively to amend these comparatives for other technical changes made to the VAR models since 31 December 1998. 16. Litigation The Group, through a number of its subsidiary undertakings, is named in and is defending legal actions in various jurisdictions arising from its normal business. No material adverse impact on the financial position of the Group is expected to arise from these proceedings. 17. Corporate governance The Group is committed to high standards of corporate governance. The Company has complied throughout the period with the provisions of Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong and with the best practice provisions of the Combined Code on corporate governance introduced by the London Stock Exchange in June 1998. 18. Differences between UK GAAP and US GAAP^ The consolidated financial statements of HSBC are prepared in accordance with UK GAAP which differs in certain significant respects from US GAAP. A summary of the significant differences applicable to HSBC can be found in HSBC's Registration Statement on Form 20-F for the year ended 31 December 1998. The following tables summarise the significant adjustments to consolidated net income and shareholders' equity which would result from the application of US GAAP: Figures in US$m Half-year to Half-year to 30JUN99 30JUN98 Net Income Attributable profit of HSBC (UK GAAP) 2,694 2,402 Lease financing (32) (41) Debt swaps - 5 Shareholders' interest in long- term assurance fund (55) (31) Pension costs (112) (19) Stock-based compensation (36) (16) Goodwill (151) (161) Internal software costs 72 - Revaluation of property 22 46 Deferred taxation - US GAAP (8) 12 - on reconciling items 35 28 27 40 Minority interest in reconciling items - (12) Estimated net income (US GAAP) 2,429 2,213 Per share amounts^^ US$ US$ Amounts on a US GAAP basis Basic earnings per ordinary share 0.30 0.28 Diluted earnings per ordinary share 0.29 0.27 Figures in US$m At 30JUN99 At 31DEC98 Shareholders' equity Shareholders' funds (UK GAAP) 31,642 27,402 Lease financing (206) (184) Debt swaps (67) (66) Shareholders' interest in long -term assurance fund (503) (473) Pension costs (980) (945) Goodwill 3,260 3,640 Internal software costs 72 - Revaluation of property (2,471) (2,507) Fair value adjustment for securities available for sale 507 742 Dividend payable 1,118 1,499 Deferred taxation - US GAAP 653 661 - on reconciling items 407 318 1,060 979 Minority interest in reconciling items 240 264 Estimated shareholders' equity (US GAAP) 33,672 30,351 ^ Generally accepted accounting principles. ^^ Per share amounts are stated after adjusting for the three-for-one share capital reorganisation that took place on 2 July 1999. Total assets Total assets at 30 June 1999, incorporating adjustments arising from the application of US GAAP, would be US$507,058 million (31 December 1998: US$493,099 million). Review report of the auditors, KPMG Audit plc, to HSBC Holdings plc We have reviewed the interim financial information for the six months ended 30 June 1999 set out on pages 5 to 15^ which is the responsibility of, and has been approved by, the Directors. Our responsibility is to report on the results of our review. Our review was carried out having regard to the bulletin Review of Interim Financial Information, issued by the Auditing Practices Board. This review consisted principally of applying analytical procedures to the underlying financial data, assessing whether accounting policies have been consistently applied, and making enquiries of Group management responsible for financial and accounting matters. The review was substantially less in scope than an audit performed in accordance with Auditing Standards and, accordingly, we do not express an audit opinion on the interim financial information. On the basis of our review: - in our opinion, the interim financial information has been prepared using accounting policies consistent with those adopted by HSBC Holdings plc in its financial statements for the year ended 31 December 1998; and - we are not aware of any material modifications that should be made to the interim financial information as presented. KPMG Audit plc Chartered Accountants London 2 August 1999 ^ In this document the references to pages 5 - 15 means from the Consolidated Profit and Loss Account which follows the Group Chairman's comment to the end of the Notes to the Accounts which finished immediately above this report. Additional information 1. Foreign currency amounts The sterling and Hong Kong dollar equivalent figures shown in the consolidated profit and loss account and balance sheet are for information only. These are translated at the average rate for the period for the profit and loss account and the closing rate for the balance sheet as follows: Period-end 30JUN99 30JUN98 31DEC98 Closing : HK$/US$ 7.759 7.749 7.746 : £/US$ 0.635 0.600 0.603 Average : HK$/US$ 7.751 7.745 7.747^ : £/US$ 0.617 0.606 0.601^ ^ Average for the second half of 1998. 2. Directors' interests According to the registers of Directors' interests maintained by the Company pursuant to section 325 of the Companies Act 1985 and section 29 of the Securities (Disclosure of Interests) Ordinance, the Directors of the Company at 30 June 1999 had interests, all beneficial unless otherwise stated, in the shares and loan capital of the Company as detailed below. As a result of a share capital reorganisation implemented on 2 July 1999, each ordinary share of 75p or HK$10 each was replaced with three new ordinary shares of US$0.50 each. For the purposes of comparison, the corresponding number of new ordinary shares of US$0.50 held following the reorganisation is also shown. Equivalent number of ordinary shares of At At 30 June 1999 US$0.50 at 01JAN99 Personal Family Corporate Other Total 02JUL99 Ordinary Shares of HK$10 Sir John Bond 18,891 18,253 973 - - 19,226 57,678 R K F Ch'ien 7,405 7,405 - - - 7,405 22,215 D E Connolly 16,400 16,694 - - - 16,694 50,082 W R P Dalton 314 319 - - - 319 957 Baroness Dunn 22,788 33,197 - - - 33,197 99,591 D G Eldon 850 577 - - - 577 1,731 D J Flint 1,730 1,759 - - - 1,759 5,277 W K L Fung 95,834 95,834 - - - 95,834 287,502 S K Green 4,221 - 4,296 - - 4,296 12,888 C E Reichardt 10,000 10,000 - - - 10,000 30,000 H Sohmen 870,437 - 120,666 635,771^ - 756,437 2,269,311 Sir Adrian Swire 108,833 - - - 127,833^^ 127,833 383,499 K R Whitson 1,814 1,846 - - - 1,846 5,538 Ordinary Shares of 75p^^^ Baroness Dunn 8,000 - - - 8,000^^ 8,000 24,000 Lord Marshall 2,196 2,235 - - - 2,235 6,705 Sir Brian Moffat 1,713 - 1,744 - - 1,744 5,232 Sir Adrian Swire 8,000 - - - 14,420^^ 14,420 43,260 Sir Peter Walters 13,005 13,005 - - - 13,005 39,015 11.69% Subordinated Bonds 2002 of £1 Sir John Bond 500,000 500,000 - - - 500,000 Lord Marshall 975 975 - - - 975 Sir Peter Walters 6,500 6,500 - - - 6,500 ^ Interests held by private investment companies. ^^ Non-beneficial. ^^^ Details of additional interests in ordinary shares of 75p each under the Share Option Schemes and Restricted Share Plan are set out below. Share Options (ordinary shares of 75p) At 30 June 1999, the undernamed Directors held options to acquire the number of ordinary shares of 75p each set against their respective names. The options were awarded for nil consideration at exercise prices equivalent to the market value at the date of award except that options awarded under the Savings-Related Share Option Scheme are exercisable at a 15 per cent discount to the market value at the date of award. Except as otherwise indicated, there are no performance criteria conditional upon which the outstanding options are exercisable. The market value of the ordinary shares of 75p each at 30 June 1999 was 2,247 pence. The highest and lowest market values during the period were 2,444 pence and 1,556 pence. Market value is the mid-market price quoted on the London Stock Exchange on the relevant date. As a consequence of the share capital reorganisation, all awards under the Share Option Schemes were adjusted by multiplying the number of shares by three and dividing the relevant exercise price by three. For the purposes of comparison, the corresponding number of new ordinary shares of US$0.50 under option is also shown. Equivalent number of options Options over exerc- Exercise ordinary Options ised Exercis- Exercis- price in Options shares of held at during Date of able able pence at held at US$0.50 01JAN99 period award from^^^ until^^^ 30JUN99 30JUN99 at 2JUL99 Sir John Bond 20,181 - 12Oct1993 12Oct1996 12Oct2003 721.84 20,181 60,543 20,181 - 08Mar1994 08Mar1997 08Mar2004 851.27 20,181 60,543 25,000 - 07Mar1995 07Mar1998 07Mar2005 651.80 25,000 75,000 3,183 - 10Apr1995 01Aug2000 31Jan2001 541.80 3,183^ 9,549 25,000 - 01Apr1996 01Apr1999 01Apr2006 1,000.00 25,000^^ 75,000 W R P Dalton 7,568 - 12Oct1993 12Oct1996 12Oct2003 721.84 7,568 22,704 10,091 - 08Mar1994 08Mar1997 08Mar2004 851.27 10,091 30,273 12,000 - 07Mar1995 07Mar1998 07Mar2005 651.80 12,000 36,000 2,875 - 10Apr1995 01Aug2000 31Jan2001 541.80 2,875^ 8,625 12,000 - 01Apr1996 01Apr1999 01Apr2006 1,000.00 12,000^^ 36,000 D G Eldon 8,577 8,577 12Oct1993 12Oct1996 12Oct2003 721.84 - - 10,091 10,091 08Mar1994 08Mar1997 08Mar2004 851.27 - - 12,000 - 07Mar1995 07Mar1998 07Mar2005 651.80 12,000 36,000 13,500 - 01Apr1996 01Apr1999 01Apr2006 1,000.00 13,500^^ 40,500 D J Flint 12,000 - 01Apr1996 01Apr1999 01Apr2006 1,000.00 12,000^^ 36,000 1,271 - 09Apr1997 01Aug2002 31Jan2003 1,356.18 1,271^ 3,813 S K Green 8,072 - 12Oct1993 12Oct1996 12Oct2003 721.84 8,072 24,216 12,108 - 08Mar1994 08Mar1997 08Mar2004 851.27 12,108 36,324 15,000 - 07Mar1995 07Mar1998 07Mar2005 651.80 15,000 45,000 15,000 - 01Apr1996 01Apr1999 01Apr2006 1,000.00 15,000^^ 45,000 1,879 - 03Apr1996 01Aug2001 31Jan2002 917.70 1,879^ 5,637 K R Whitson 12,613 - 08Mar1994 08Mar1997 08Mar2004 851.27 12,613 37,839 20,000 - 07Mar1995 07Mar1998 07Mar2005 651.80 20,000 60,000 3,183 - 10Apr1995 01Aug2000 31Jan2001 541.80 3,183^ 9,549 20,000 - 01Apr1996 01Apr1999 01Apr2006 1,000.00 20,000^^ 60,000 No options were awarded to Directors during the period. ^ Options awarded under the Savings-Related Share Option Scheme. ^^ The exercise of these options is conditional upon the growth in earnings per share over a three-year period being equal to or greater than a composite rate of inflation (comprising 50 per cent of the Hong Kong Composite Consumer Price Index, 35 per cent of the UK Retail Price Index and 15 per cent of the USA All Urban Consumer Price Index) plus 2 per cent per annum. ^^^ May be advanced to an earlier date in certain circumstances, eg retirement. Restricted Share Plan (ordinary shares of 75p) Monetary value of Equivalent awards number of Awards made Awards Awards ordinary Awards made during vested Year in which held at shares of held at during period during awards will 30 June US$0.50 01JAN99 period (£000) period vest 1999^ at 02JUL99 Sir John Bond 8,156 - - - 2001 or 2002 8,302 24,906 8,613 - - - 2002 or 2003 8,775 26,325 - 16,741 300 - 2004 17,043 51,127 W R P Dalton 5,101 - - - 2001 or 2002 5,192 15,576 10,345 - - - 2001 10,531^^ 31,591 5,748 - - - 2002 or 2003 5,851 17,552 - 9,765 175 - 2004 9,942 29,824 D G Eldon 6,121 - - - 2001 or 2002 6,231 18,692 6,896 - - - 2002 or 2003 7,020 21,059 - 9,765 175 - 2004 9,942 29,824 D J Flint 5,101 - - - 2001 or 2002 5,192 15,576 5,748 - - - 2002 or 2003 5,851 17,552 - 9,765 175 - 2004 9,942 29,824 S K Green 6,121 - - - 2001 or 2002 6,231 18,692 6,896 - - - 2002 or 2003 7,020 21,059 - 9,765 175 - 2004 9,942 29,824 K R Whitson 6,121 - - - 2001 or 2002 6,231 18,692 6,896 - - - 2002 or 2003 7,020 21,059 - 13,950 250 - 2004 14,202 42,606 Unless otherwise indicated, vesting of these shares is subject to the performance tests described in the 1996, 1997 and 1998 Annual Report and Accounts being satisfied. ^ Includes additional shares arising from scrip dividends. ^^ Award not subject to performance conditions. S K Green has a personal interest in euro 70,000 of HSBC Holdings plc 5.5 per cent Subordinated Notes 2009, which he acquired during the period. Mr Green also has a personal interest in £100,000 of Midland Bank plc 9 per cent Subordinated Notes 2005, which he held throughout the period. H Sohmen has a corporate interest in £1,200,000 of Midland Bank plc 9 per cent Subordinated Notes 2005, which he held throughout the period. Mr Sohmen also has a corporate interest in US$3,000,000 of Midland Bank plc Senior Subordinated Floating Rate Notes 2009, which he acquired during the period. Save as stated above, none of the Directors had an interest in any shares or debentures of any Group company at the beginning or at the end of the period and none of the Directors, or members of their immediate families, was awarded or exercised any right to subscribe for any shares or debentures during the period. No options held by Directors lapsed during the period. 3. Year 2000 readiness HSBC recognises that with the approach of the new millennium the inability of information technology ('IT') and other systems around the world to recognise the date change from 31 December 1999 to 1 January 2000 could pose significant issues. HSBC has adopted the Year 2000 conformity requirements issued by the British Standards Institution as its definition of Year 2000 compliance, that is neither performance nor functionality be affected by the changing of dates during and after the Year 2000. HSBC has assessed the impact of Year 2000 and does not expect either its operations or service to customers to be disrupted as a result of HSBC's systems not being Year 2000 compliant. HSBC does not believe that the Year 2000 risks it faces in emerging markets are markedly greater than those it faces in other markets. Steering Committees have been formed in all the key business units and progress on the Year 2000 compliance programme ('the Year 2000 Programme') is reported regularly to their Boards of Directors and to the Group Audit and Executive Committees. HSBC is testing all of its relevant systems under the Year 2000 Programme to ensure that they are Year 2000 compliant and is seeking written confirmation from suppliers and service providers that their products and services are Year 2000 compliant. While HSBC has received responses from a majority of its suppliers and service providers and no material problems appear to be present, it is still evaluating the responses. HSBC is also assessing its customers' commitment to achieving compliance and is providing information and assistance to help customers understand the risks and issues. HSBC has revised relevant credit and investment policies and trained relationship managers to ensure that Year 2000 risks are taken account of in credit and investment evaluations. HSBC has already reviewed substantially all lines of programme code in its computer systems for Year 2000 compliance and made the required amendments or replacements. The great majority of these systems have been tested and are currently in use. In addition, HSBC expects to replace the small number of computer systems which remain non-compliant by September 1999 as part of its existing technology development programme. In other areas of IT, HSBC is reviewing its end-user computing applications, networks, centralised data systems and desk-top environments for Year 2000 compliance. Substantially all of HSBC's end-user computing applications and inventory items related to HSBC's networks have already been made compliant. HSBC's programme to ensure the hardware and software elements of HSBC's data centre systems have been made Year 2000 compliant is on schedule and substantially complete. HSBC has evaluated the potential effect of the Year 2000 on its non- IT systems, including its facilities and other business processes. Substantially all of HSBC's facilities and related systems have been evaluated and, where not already compliant, are in the process of being made compliant. Other business processes are similarly being addressed across HSBC. HSBC is finalising business contingency plans to address the perceived risks associated with the arrival of the Year 2000. These plans include mitigating the effects of any failure to complete remedial work on critical business systems, business resumption contingency plans to address the possibility of systems failure and market resumption contingency plans to address the possibility of the failure of systems or processes outside HSBC's control. HSBC is, however, unable to predict the effect if any of the efforts to address the Year 2000 problem fail. Lack of readiness on the part of third parties could expose HSBC to the potential for loss, impairment of business processes and activities and disruption of financial markets. HSBC is addressing these risks through bilateral and multiparty efforts and participates in industry, country and global initiatives. For more than a decade, parts of HSBC have been modifying their systems to be Year 2000 compliant when making other enhancements. The costs of the Year 2000 modifications made as part of such a combined package have not been separately identified. Costs incurred for the six months ended 30 June 1999 were US$30 million (including US$12 million attributable to incremental external costs). HSBC expects that the additional costs of completing the Year 2000 compliance and testing process will be approximately US$24 million (including US$8 million attributable to incremental external costs). Costs relating to major systems changes that are not directly related to the Year 2000 but which address some Year 2000 issues are not included in these costs. 4. Substantial interests in share capital No substantial interest, being 10 per cent or more, in the equity share capital is recorded in the register maintained under Section 16(1) of the Securities (Disclosure of Interests) Ordinance. 5. Dealings in HSBC Holdings shares Save for dealings by HSBC Investment Bank plc, trading as an intermediary in the Company's shares in London, neither the Company nor any subsidiary undertaking has bought or sold any shares of the Company during the six months ended 30 June 1999. 6. Forward-looking Statements This Interim Report contains certain forward-looking statements with respect to the financial condition, results of operations and business of the Group. These forward- looking statements represent the Group's expectations or beliefs concerning future events and involve known and unknown risks and uncertainty that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. For example, certain of the market risk disclosures, some of which are only estimates and therefore could be materially different from actual results, are dependent on key model characteristics and assumptions and are subject to various limitations. Certain statements, such as those that include the words 'potential', 'value at risk', 'estimated', and similar expressions or variations on such expressions may be considered 'forward-looking statements'. 7. Registers of shareholders The Overseas Branch Register of shareholders in Hong Kong will be closed from Wednesday, 18 August 1999 until Friday, 20 August 1999 (both dates inclusive). Any person who has acquired shares registered on the Hong Kong Branch Register but who has not lodged the share transfer with the Branch Registrar should do so before 4.00 p.m. on Tuesday, 17 August 1999 in order to receive the dividend. Any person who has acquired shares registered on the Principal Register in the United Kingdom but who has not lodged the share transfer with the Principal Registrar should do so before 4.00 p.m. on Friday, 20 August 1999 in order to receive the dividend. Transfers between the Principal Register and the Branch Register may not be made while the Branch Register is closed. Similarly, transfers of American Depositary Shares must be lodged with the depositary, HSBC Bank USA, by noon on Friday, 20 August 1999 in order to receive the dividend. 8. Statutory accounts The information in this Interim Report is unaudited and does not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985 ('the Act'). The statutory accounts for the year ended 31 December 1998 have been delivered to the Registrar of Companies in England and Wales in accordance with Section 242 of the Act. The auditor has reported on those accounts; its report was unqualified and did not contain a statement under Section 237(2) or (3) of the Act.
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