IFRS Restatement - Part 1

Standard Chartered PLC 12 May 2005 TO CITY EDITORS 12 MAY 2005 FOR IMMEDIATE RELEASE STANDARD CHARTERED PLC RESULTS FOR 2004 RESTATED UNDER INTERNATIONAL FINANCIAL REPORTING STANDARDS STANDARD CHARTERED PLC Restatement of primary financial information and the provision of pro-forma financial information for 2004 under International Financial Reporting Standards From 1 January 2005, Standard Chartered PLC and its subsidiaries (the Group) is required by European Directives to report its consolidated financial statements under International Financial Reporting Standards (IFRS), as endorsed by the European Union. As part of this transition, the Group is presenting today a restatement of its 2004 results under IFRS. This will form the comparative to the 2005 Interim Report and the 2005 Annual Report. Effect of restatement • The effect of the restatement is modest. • Profit before tax changes by 4 per cent to $2,251 million from $2,158 million. • Normalised earnings per share is 124.6 cents compared to 125.9 cents. • Normalised return of equity is 18.6 per cent compared to 20.1 per cent. • Normalised cost income ratio changes to 54.0 per cent from 53.5 per cent. • Total capital ratio changes to 15.2 per cent from 15.0 per cent. The principal accounting policy changes from the transition to IFRS are: • recording the cost of share options awarded to employees on a fair value basis; • ceasing goodwill amortisation; • not accruing a liability for dividends that have not been declared and approved; • consolidating certain assets and liabilities previously permitted to be reported off balance sheet; and • tax effecting IFRS adjustments. Peter Sands, Finance Director, commented: 'The transition to IFRS has had a limited impact on the restated 2004 results. IFRS does not change net cash flows, the underlying economics of our business or the way we take commercial decisions.' STANDARD CHARTERED PLC Pro-forma financial information The Group has excluded the effects of IAS 39 'Financial Instruments: recognition and measurement' and IAS 32 'Financial instruments: disclosure and presentation' from the restated 2004 results, as permitted in the transitional rules. However, pro-forma financial information including the impact of IAS 32 and 39 has been included for illustrative purposes. The principal changes arising out of IAS 32 and IAS 39 are: • reclassification between liabilities and shareholders' funds of certain subordinated securities and preference shares; • recording interest on a 'level yield' basis; • recording all derivatives at fair value on the balance sheet; • new classification of assets and liabilities and related measurement requirements; • recording bad debt charges for time-value discount provisions and portfolio specific provisions; and • grossing up of balance sheet for items no longer permitted to be netted. Copies of this statement are available from: Investor Relations, Standard Chartered PLC, 1 Aldermanbury Square, London, EC2V 7SB or from our website on http://investors.standardchartered.com For further information please contact: Tracy Clarke, Group Head of Corporate Affairs +44 20 7280 7708 Romy Murray, Head of Investor Relations +44 20 7280 7245 Betty Ku, Head of Investor Relations, Asia Pacific +852 2821 1310 Cindy Tang, Head of Media Relations +44 20 7280 6170 This document contains forward-looking statements, including such statements within the meaning of section 27A of the US Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934. These statements concern, or may affect, future matters. These may include the Group's future strategies, business plans, and results and are based on the current expectations of the directors of Standard Chartered. They are subject to a number of risks and uncertainties that might cause actual results and outcomes to differ materially from expectations outlined in these forward-looking statements. These factors are not limited to regulatory developments but include stock markets, IT developments, competitive and general operating conditions. STANDARD CHARTERED PLC - TABLE OF CONTENTS 2004 Restatement under IFRS Page Introduction 4 Basis of preparation 4 Overview of impact of restatement of 2004 results 5 Transitional arrangements 5 Explanation of IFRS income statement and balance sheet adjustments 5 Appendices Restatement at 31 December 2004 and 30 June 2004: Appendix 1A Balance sheet 9 Appendix 1B Income statement 10 Appendix 1C Cash flow statement 11 Appendix 1D Statement of recognised income and expense 12 Appendix 1E Reconciliation of balance sheet at 31 December 2004 13 Appendix 1F Reconciliation of balance sheet at 30 June 2004 14 Appendix 1G Reconciliation of income statement at 31 December 2004 15 Appendix 1H Reconciliation of income statement at 30 June 2004 16 Appendix 1I Reconciliation of equity at 1 January 2004 17 Appendix 1J Segmental information by geographic segment at 31 Dec 2004 18 Appendix 1K Segmental information by class of business at 31 Dec 2004 19 Appendix 1L Earnings per ordinary share 20 Appendix 2A Special purpose Audit Report of KPMG Audit Plc 21 Appendix 2B Special purpose Review Report of KPMG Audit Plc 23 Pro-forma Financial Information: 25 Appendix 3A Balance sheet 30 Appendix 3B Income statement 31 Appendix 3C Cash flow statement 32 Appendix 3D Statement of recognised income and expense 33 Appendix 3E Reconciliation of balance sheet at 31 December 2004 34 Appendix 3F Reconciliation of balance sheet at 30 June 2004 35 Appendix 3G Reconciliation of income statement at 31 December 2004 36 Appendix 3H Reconciliation of income statement at 30 June 2004 37 Appendix 3I Reconciliation of equity at 1 January 2004 38 Appendix 3J Summarised asset classifications 39 Appendix 3K Segmental information by geographic segment at 31 Dec 2004 40 Appendix 3L Segmental information by class of business at 31 Dec 2004 41 Appendix 3M Earnings per ordinary share 42 Appendix 4 Accounting policies as revised under IFRS 43 Appendix 5 Additional accounting policies relating to pro-forma financial information 48 Unless another currency is specified, the word 'dollar' or symbol '$' in this document means United States dollar. References to IFRS throughout this document refer to the application of International Accounting Standards and International Financial Reporting Standards. Restatement of primary financial information and the provision of pro-forma financial information for 2004 under International Financial Reporting Standards Introduction Standard Chartered PLC and its subsidiaries (the Group) has for accounting periods up to 31 December 2004 prepared its primary consolidated financial statements under UK Generally Accepted Accounting Principles (UK GAAP). From 1 January 2005, the Group is required by European Directives to report its consolidated financial statements under International Financial Reporting Standards (IFRS), as endorsed by the European Union. Our first published results under IFRS will be the 2005 Interim Report. This press release explains the restatement of the Group's 2004 results under IFRS that will be presented as the comparatives in the 2005 Interim and Annual Report. The Group has excluded the effects of IAS 39 'Financial Instruments: Recognition and measurement' and IAS 32 'Financial instruments: disclosure and presentation' from the restated 2004 results, as permitted in the transitional rules. However, pro-forma financial information including the impact of IAS 32 and 39 is presented in Appendix 3 for illustrative purposes. Other transitional arrangements are set out below. Basis of preparation The directors are responsible for the restated financial information which has been prepared on the basis of EU endorsed IFRS and those expected to be applicable at 31 December 2005. These are subject to ongoing review and endorsement by the EU or possible amendment by interpretative guidance from the International Accounting Standards Board (IASB) and are therefore still subject to change. We will update our restated information for any such changes should they occur. The financial information for the full year ended 31 December 2004, as prepared on the above basis, has been audited by KPMG Audit Plc. They have also reviewed the financial information for the half year. Their reports to the Company are set out on pages 21 to 24. Subject to EU endorsement of outstanding standards and no further changes from the International Accounting Standards Board (IASB), this information is expected to form the basis for comparatives when reporting financial results for 2005, and for subsequent reporting periods. The financial information included in this document does not constitute statutory accounts within the meaning of section 240 of the Companies Act 1985. The consolidated statutory accounts for Standard Chartered PLC in respect of the year ended 31 December 2004, on which the auditors made a report under section 235 of the Companies Act 1985, have been delivered to the registrar of companies. The auditors' report in respect of the statutory accounts for the year ended 31 December 2004 was unqualified and did not contain a statement under section 237(2) or (3) of the Companies Act 1985. Overview of impact of restatement of 2004 results H1 2004 2004 UK GAAP IFRS Change UK GAAP IFRS Change Profit before taxation ($m) 1,106 1,107 1 2,158 2,251 93 Profit attributable to ordinary shareholders ($m) 717 727 10 1,421 1,520 99 Shareholders funds ($m) 8,005 8,232 227 8,435 9,105 670 EPS - normalised basis 57.9c 57.1c (0.8)c 125.9c 124.6c (1.3)c RoE - normalised 19.1% 18.0% (100)bp 20.1% 18.6% (150)bp Total assets ($bn) 129.1 132.6 3.5 141.7 147.1 5.4 The most significant elements contributing to the change in financial information for 2004 are: • recording the cost of share options awarded to employees on a fair value basis; • ceasing goodwill amortisation; • not accruing a liability for dividends that have not been declared and approved; • consolidating certain assets and liabilities previously permitted to be reported off balance sheet; and • tax effecting IFRS adjustments. Details of adjustment by type are set out in Appendices 1E - 1I and are explained below. Transitional arrangements The rules for first time adoption of IFRS are set out in IFRS 1 'First-time Adoption of International Financial Reporting Standards'. In general a company is required to determine its IFRS accounting policies and apply these retrospectively to determine its opening balance sheet under IFRS. The standard allows a number of exceptions to this general principle to assist companies as they transition to reporting under IFRS. Where the Group has taken advantage of these exemptions they are noted below. Explanation of IFRS income statement and balance sheet adjustments 1. Dividends: IAS 10 Events after the balance sheet date UK GAAP: Under UK GAAP proposed dividends at the half-year and year-end were accrued although there is no obligation to pay until the dividend is declared. IFRS: Under IAS 10, assets and liabilities should be adjusted for subsequent events that existed at the balance sheet date, but not for events that are indicative of conditions that arose subsequent to the balance sheet date. The main effect of this is that under IAS 10, entities are not permitted to recognise a liability for dividends declared after the balance sheet date. Impact: Interim and final dividends are now recorded as an appropriation of shareholders' funds in the period that they are declared by the Board. Shareholders' funds increase by $208 million and $532 million as at 30 June 2004 and 31 December 2004 respectively. This is the single largest item that affects equity, but is only a timing difference. 2. Goodwill: IFRS 3 Business combinations UK GAAP: Purchased goodwill is capitalised and amortised to nil, on a straight-line basis, over its estimated useful life. The amortisation period was up to 20 years. IFRS: IFRS 3 prohibits the amortisation of goodwill. The standard requires goodwill to be carried at cost with impairment reviews both annually and when there are indications that the carrying value may not be recoverable. After transition, the balance remains on the Group's balance sheet unless it becomes impaired. If impairment occurs, a charge to the income statement will be made for the difference between the carrying amount and the realisable value of the goodwill. Under the transitional arrangements of IFRS 1 a company has the option of applying IFRS 3 prospectively from the transition date to IFRS. The Group has chosen this option rather than to restate previous business combinations. Impact: The amount of $181 million that was charged to profit and loss under UK GAAP for 2004 in respect of goodwill amortisation has been reversed, net of an impairment charge of $67 million (net reversal $114 million). The goodwill balance of $1.9 billion at 1 January 2004 under UK GAAP has been taken as the IFRS opening balance at this date. The Group will review for impairment at each reporting date. 3. Fixed assets: IAS 16 Property, plant and equipment, IAS 17 Leases, and IAS 38 Intangible assets UK GAAP: a) Freehold and long leasehold premises were included in the accounts at their historical cost or at the amount of any subsequent valuation. Freehold premises are amortised on a straight-line basis over the estimated residual lives. Leasehold premises are amortised over the remaining term of each lease, also on a straight-line basis. b) Downward revaluations were permitted to be charged to the revaluation reserve to the extent that it is not an impairment or a clear consumption of economic benefits. c) UK GAAP requires leasehold property that was classified as a finance lease to be treated as if it were a purchased fixed asset, including the minimum lease payments on the land element. d) Capitalised software was classified as fixed assets. IFRS: a) The Group has elected under the transitional provisions of IFRS 1 to cease revaluing freehold and long leasehold premises and to use the carrying amount as at 1 January 2004 as 'deemed cost'. b) IFRS requires all negative revaluations to be charged to the income statement to the extent that there is not a previous positive revaluation. c) IFRS does not permit land to be classified as a finance lease unless certain conditions are met, including title transferring to the lessor at the end of the lease. Revaluations relating to the land element are reversed if they are classified as operating leases. The Group has reclassified the land element of all leased premises as operating leases where the conditions for recording them as a finance lease has not been met. d) Capitalised software is classified as intangible assets under IAS 38. Impact: a) No adjustments are required to restate 2004 financial statements from ceasing revaluation. b) Negative revaluations of $81 million have been transferred from the revaluation reserve to retained earnings. There is no net profit impact. c) $88 million of minimum lease payments relating to the land element of leased premises has been reclassified from fixed assets to prepayments, less $3 million of revaluation relating to land which has been reversed. d) $224 million of capitalised software and work in progress has been reclassified to intangible assets. There is no net profit impact. 4. Share awards: IFRS 2 Share-based Payments UK GAAP: UK GAAP requires the intrinsic value, being the difference between the share price at the date of award and the strike price, to be taken to the income statement. This expense is recorded over the vesting period of each award within each scheme. Save As You Earn (SAYE) schemes were excluded from the requirements. IFRS: IFRS 2 requires that an expense for all share based payments (including SAYE schemes) be recognised in the income statement based on their fair value at the date of grant. This expense is recorded over the vesting period of each award within each scheme. For equity settled awards, the transition requirements permit only the restatement of awards made on or after 7 November 2002 (which have not vested at 1 January 2004). All cash settled awards must be restated. The Group has adopted a binomial model for calculating the fair value of share based awards under IFRS. Impact: For the year ended 31 December 2004, staff costs increase by $23 million from applying IFRS. Because the vesting period for most equity settled awards is three years and equity settled awards made before 7 November 2002 were not restated under IFRS 2, the full impact of the new requirements will not be reflected in the income statement until 2005. 5. Consolidation of securitisations and investment funds: IAS 27 Consolidated and separate financial statements and SIC 12 Consolidation - Special Purpose Entities UK GAAP: FRS 5 permitted certain securitisations to be disclosed by means of a 'linked presentation' on the balance sheet and an investment fund managed by the Group was not recognised on the Group's balance sheet. IFRS: Under IFRS linked presentation is not permitted and investment funds managed by the Group are more likely to be consolidated. Impact: The stricter requirement of IFRS has resulted in assets amounting to $4,211 million brought on to the balance sheet at 31 December 2004. Operating income and expenses have increased by $9 million and $5 million respectively for the year ended 31 December 2004. 6. Joint Ventures: IAS 31 Interest in Joint Ventures UK GAAP: Interests in joint ventures were stated at the Group's share of gross assets including attributable goodwill, less its share of gross liabilities. IFRS: Interests in jointly controlled entities are recognised using proportionate consolidation whereby the assets, liabilities, income and expenses are combined line by line with similar items in the Group's financial statements. Impact: Gross assets of $1,070 million have been consolidated. There is no net impact on profit but operating income is increased by $7 million, operating expenses by $5 million and income from joint venture is reduced by $2 million. 7. Tax: IAS 12 Income Tax The adjustments made under IFRS have been tax effected. This resulted in a tax credit of $7 million for the year ended 31 December 2004. The effective tax charge for 2004 as restated under IFRS is 28.0 per cent (UK GAAP 29.5 per cent). This arises mainly from the reversal of amortised goodwill. 8. Cash flow Statement: IAS 7 Cash Flow Statements UK GAAP: Cash is defined as 'cash in hand and deposits repayable on demand'. As at 31 December 2004 this amounted to $4,351 million. IFRS: The movement in cashflows under IFRS are represented by cash and cash equivalents. Cash is defined as 'cash on hand and demand deposits', similar to UK GAAP. Cash equivalents includes short term, highly liquid investments that are readily convertible to known amounts of cash. As at 31 December 2004 the total of cash and cash equivalents amounted to $24,023 million. Impact: Although the definition and, therefore, the amount reported as cash is different between UK GAAP and IFRS, there in no change in the actual cashflows of the underlying business. $1,614 million of restricted cash balances held with central banks have been transferred from loans and advances to banks to cash and balances at central banks. STANDARD CHARTERED PLC - FINANCIAL STATEMENTS SUMMARISED CONSOLIDATED BALANCE SHEET As at 31 December 2004 Audited Reviewed IFRS IFRS 31.12.04 30.06.04 $m $m Assets Cash and balances at central banks 3,960 3,447 Treasury bills and other eligible bills 4,425 5,978 Loans and advances to banks 17,382 17,387 Loans and advances to customers 72,159 63,743 Debt securities 32,842 28,900 Equity shares 253 179 Intangible fixed assets 2,353 2,154 Property, plant and equipment 555 525 Deferred tax assets 272 251 Prepayments, accrued income and other assets 12,877 10,084 Total assets 147,078 132,648 Liabilities Deposits by banks 15,814 16,999 Customer accounts 85,458 78,219 Debt securities in issue 11,627 9,985 Current tax liabilities 295 258 Accruals, deferred income and other liabilities 17,047 12,402 Subordinated liabilities: Undated loan capital 1,588 1,572 Dated loan capital 5,180 4,351 Total liabilities 137,009 123,786 Equity Shareholders' funds 9,105 8,232 Minority interest 964 630 Total equity 10,069 8,862 Total equity and liabilities 147,078 132,648 STANDARD CHARTERED PLC - FINANCIAL STATEMENTS (continued) SUMMARISED CONSOLIDATED INCOME STATEMENT For the year ended 31 December 2004 Audited Reviewed Reviewed IFRS IFRS IFRS 12 months 6 months 6 months ended ended ended 31.12.04 30.06.04 31.12.04 $m $m $m Interest and similar income 5,312 2,568 2,744 Interest expense and similar charges (2,130) (1,017) (1,113) Net interest income 3,182 1,551 1,631 Other finance income 10 3 7 Fees and commissions income 1,614 793 821 Fees and commissions expense (282) (130) (152) Net trading income 651 333 318 Other operating income 207 175 32 2,190 1,171 1,019 Total operating income 5,382 2,725 2,657 Administrative expenses: Staff (1,559) (793) (766) Premises (321) (158) (163) Other (731) (336) (395) Depreciation and amortisation (238) (123) (115) Total operating expenses (2,849) (1,410) (1,439) Operating profit before provisions 2,533 1,315 1,218 Impairment losses on loans and advances (214) (139) (75) Amounts written off fixed assets (68) (69) 1 Operating profit before taxation 2,251 1,107 1,144 Taxation (630) (331) (299) Operating profit after taxation 1,621 776 845 Minority interest (43) (20) (23) Profit for the period attributable to shareholders 1,578 756 822 Dividends on other equity interests (58) (29) (29) Dividends on ordinary equity shares (630) (429) (201) Retained profit 890 298 592 Basic earnings per share 129.6c 62.1c 67.5c Diluted earnings per ordinary share 127.4c 61.1c 66.3c STANDARD CHARTERED PLC - FINANCIAL STATEMENTS (continued) CONSOLIDATED CASH FLOW STATEMENT For the year ended 31 December 2004 Audited Reviewed IFRS IFRS 12 months 6 months ended ended 31.12.04 30.06.04 $m $m Cash flow from operating activities Operating profit before taxation 2,251 1,107 Adjustment for items not involving cash flow or shown separately Depreciation and amortisation of premises, plant and equipment 238 123 Gain on disposal of tangible fixed assets (4) (5) Gain on disposal of investment securities (164) (159) Amortisation of investments (41) 18 Loss on disposal of subsidiary undertakings - (4) Charge for bad and doubtful debts and contingent liabilities 214 139 Amounts written off fixed assets 68 69 Debts written off, net of recoveries (504) (74) Increase/(decrease) in accruals and deferred income 80 (178) Increase in prepayments and accrued income (164) (197) Net (increase)/decrease in mark to market adjustment (259) 473 Interest paid on subordinated loan capital 338 253 UK and overseas taxes paid (573) (271) Net cash inflow from trading activities 1,480 1,294 Net increase in cheques in the course of collection (45) (83) Net (increase)/decrease in treasury bills and other eligible bills (78) 52 Net (increase) in loans and advances to banks and customers (11,999) (6,927) Net increase in deposits from banks, customer accounts/debt securities in issue 15,004 12,103 Net increase in dealing securities (2,118) (286) Net increase/(decrease) in other accounts 3,037 (18) Net cash inflow from operating activities 5,281 6,135 Net cash flows from investing activities Purchase of tangible fixed assets (240) (95) Acquisition of subsidiaries, net of cash acquired (333) - Acquisition of treasury bills (9,188) (6,346) Acquisition of debt securities (75,353) (33,931) Acquisition of equity shares (121) (42) Disposal of subsidiaries, associated undertakings and branches 6 6 Disposal of tangible fixed assets 51 53 Disposal and maturity of treasury bills 10,778 5,363 Disposal and maturity of debt securities 71,482 31,788 Disposal of equity shares 356 352 Dividend paid on minority shareholders of subsidiary undertakings (17) (3) Net cash used in investing activities (2,579) (2,855) Net cash (outflow)/inflow from financing activities Interest paid on subordinated loan capital (338) (253) Gross proceeds from issue of subordinated loan capital 499 4 Repayment of subordinated liabilities (25) (21) Dividends paid on preference shares (58) (29) Equity dividends paid to members of the company (587) (396) Net cash outflow from financing activities (509) (695) Net increase in cash and cash equivalents 2,193 2,585 Cash and cash equivalents at beginning of period 21,773 21,773 Effect of exchange rate changes on cash and cash equivalents 57 (39) Cash and cash equivalents at end of period 24,023 24,319 STANDARD CHARTERED PLC - FINANCIAL STATEMENTS (continued) CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE For the year ended 31 December 2004 Audited Reviewed Reviewed IFRS IFRS IFRS 12 months 6 months 6 months ended ended ended 31.12.04 30.06.04 31.12.04 $m $m $m Operating profit after taxation 1,621 776 845 Exchange translation differences 96 (66) 162 Actuarial (loss)/gain on retirement benefits (5) 15 (20) Deferred tax on actuarial gain/(loss) 1 (5) 6 Deferred tax on items taken directly to reserves 19 24 (5) Total recognised income and expense for the period 1,732 744 988 Attributable to: Equity holders of the parent 1,689 724 965 Minority interest 43 20 23 1,732 744 988 STANDARD CHARTERED PLC - FINANCIAL STATEMENTS (continued) RECONCILIATION OF SUMMARISED CONSOLIDATED BALANCE SHEET At 31 December 2004 UK GAAP Fixed Share 31.12.04 Dividends Goodwill assets options $m $m $m $m $m Assets Cash and balances at central banks 2,269 - - - - Treasury bills and eligible bills 4,425 - - - - Loans and advances to banks 18,922 - - - - Loans and advances to customers 71,596 - - - - Debt securities 28,295 - - - - Equity shares 253 - - - - Interest in joint ventures 187 - - - - Intangible fixed assets 1,900 - 114 224 - Property, plant and equipment 844 - - (312) - Deferred income tax assets 276 - - - - Prepayments, accrued income and other assets 12,721 - - 85 - Total assets 141,688 - 114 (3) - Liabilities Deposits by banks 15,813 - - - - Customer accounts 84,572 - - - - Debt securities in issue 7,378 - - - - Current tax liabilities 295 - - - - Accruals, deferred income and other liabilities 17,507 (532) - - (16) Subordinated liabilities: Undated loan capital 1,588 - - - - Dated loan capital 5,144 - - - - Total liabilities 132,297 (532) - - (16) Equity Share capital/premium and redemption reserve 3,818 - - - - Premises revaluation (5) - - 81 - Own shares held in ESOP Trust (8) - - - - Retained earnings 4,630 532 114 (84) 16 Minority interest 956 - - - - Total equity 9,391 532 114 (3) 16 Cash/ Audited cash IFRS Consolidations Tax equivalents Other 31.12.04 $m $m $m $m $m Assets Cash and balances at central banks 77 - 1,614 - 3,960 Treasury bills and eligible bills - - - - 4,425 Loans and advances to banks 74 - (1,614) - 17,382 Loans and advances to customers 559 - - 4 72,159 Debt securities 4,547 - - - 32,842 Equity shares - - - - 253 Interest in joint ventures (187) - - - - Intangible fixed assets 115 - - - 2,353 Property, plant and equipment 25 - - (2) 555 Deferred income tax assets - (4) - - 272 Prepayments, accrued income and other assets 71 - - - 12,877 Total assets 5,281 (4) - 2 147,078 Liabilities Deposits by banks 1 - - - 15,814 Customer accounts 885 - - 1 85,458 Debt securities in issue 4,249 - - - 11,627 Current tax liabilities - - - - 295 Accruals, deferred income and other 75 - - 13 17,047 liabilities Subordinated liabilities: Undated loan capital - - - - 1,588 Dated loan capital 36 - - - 5,180 Total liabilities 5,246 - - 14 137,009 Equity Share capital/premium and redemption reserve - - - - 3,818 Premises revaluation - - - - 76 Own shares held in ESOP Trust - - - - (8) Retained earnings 27 (4) - (12) 5,219 Minority interest 8 - - - 964 Total equity 35 (4) - (12) 10,069 STANDARD CHARTERED PLC - FINANCIAL STATEMENTS (continued) RECONCILIATION OF SUMMARISED CONSOLIDATED BALANCE SHEET At 30 June 2004 UK GAAP Fixed Share 30.06.04 Dividends Goodwill assets options $m $m $m $m $m Assets Cash and balances at central banks 2,243 - - - - Treasury bills and eligible bills 5,978 - - - - Loans and advances to banks 18,587 - - - - Loans and advances to customers 63,671 - - - - Debt securities 25,515 - - - - Equity shares 179 - - - - Intangible fixed assets 1,895 - 21 238 - Property, plant and equipment 794 - - (269) - Deferred tax assets 256 - - - - Prepayments, accrued income and other assets 10,017 - - 28 - Total assets 129,135 - 21 (3) - Liabilities Deposits by banks 16,999 - - - - Customer accounts 78,219 - - - - Debt securities in issue 6,579 - - - - Current tax liabilities 259 - - - - Accruals, deferred income and other liabilities 12,525 (208) - - (10) Subordinated liabilities: Undated loan capital 1,572 - - - - Dated loan capital 4,351 - - - - Total liabilities 120,504 (208) - - (10) Equity Share capital/premium and redemption reserve 3,778 - - - - Premises revaluation - - - 81 - Own shares held in ESOP Trusts (74) - - - - Retained earnings 4,301 208 21 (84) 10 Minority interest 626 - - - - Total equity 8,631 208 21 (3) 10 Cash/ Reviewed cash IFRS Consolidations Tax equivalents Other 30.06.04 $m $m $m $m $m Assets Cash and balances at central banks - - 1,204 - 3,447 Treasury bills and eligible bills - - - - 5,978 Loans and advances to banks 4 - (1,204) - 17,387 Loans and advances to customers 72 - - - 63,743 Debt securities 3,385 - - - 28,900 Equity shares - - - - 179 Intangible fixed assets - - - - 2,154 Property, plant and equipment - - - - 525 Deferred tax assets - (5) - - 251 Prepayments, accrued income and other assets 39 - - - 10,084 Total assets 3,500 (5) - - 132,648 Liabilities Deposits by banks - - - - 16,999 Customer accounts - - - - 78,219 Debt securities in issue 3,406 - - - 9,985 Current tax liabilities - (1) - - 258 Accruals, deferred income and other 73 - - 22 12,402 liabilities Subordinated liabilities: Undated loan capital - - - - 1,572 Dated loan capital - - - - 4,351 Total liabilities 3,479 (1) - 22 123,786 Equity Share capital/premium and redemption reserve - - - - 3,778 Premises revaluation - - - - 81 Own shares held in ESOP Trusts - - - - (74) Retained earnings 17 (4) - (22) 4,447 Minority interest 4 - - - 630 Total equity 21 (4) - (22) 8,862 STANDARD CHARTERED PLC - FINANCIAL STATEMENTS (continued) RECONCILIATION OF SUMMARISED CONSOLIDATED INCOME STATEMENT For the year ended 31 December 2004 UK GAAP 12 months ended Fixed 31.12.04 Dividends Goodwill assets $m $m $m $m Interest and similar income 5,232 - - - Interest expense and similar charges (2,064) - - - Net interest income 3,168 - - - Other finance income 10 - - - Fees and commissions income 1,617 - - - Fees and commissions expense (283) - - - Net trading income 648 - - - Other operating income 207 - - - 2,189 - - - Total operating income 5,367 - - - Administrative expenses: Staff (1,534) - - - Premises (321) - - - Other (721) - - (1) Depreciation and amortisation (420) - 181 1 Total operating expenses (2,996) - 181 - Operating profit before provisions 2,371 - 181 - Impairment losses on loans and advances (214) - - - Income from joint venture 2 - - - Amounts written off fixed assets (1) - (67) - Operating profit before taxation 2,158 - 114 - Taxation (637) - - - Operating profit after taxation 1,521 - 114 Minority interest (42) - - - Profit for the period attributable to shareholders 1,479 - 114 - Dividends on other equity interests (58) - - - Dividends on ordinary equity shares (725) 95 - - Retained profit 696 95 114 - Audited IFRS 12 months Share ended options Consolidations Tax Other 31.12.04 $m $m $m $m $m Interest and similar income - 77 - 3 5,312 Interest expense and similar charges - (66) - - (2,130) Net interest income - 11 - 3 3,182 Other finance income - - - - 10 Fees and commissions income - 1 - (4) 1,614 Fees and commissions expense - 1 - - (282) Net trading income - - - 3 651 Other operating income - 3 - (3) 207 - 5 - (4) 2,190 Total operating income - 16 - (1) 5,382 Administrative expenses: Staff (23) (2) - - (1,559) Premises - - - - (321) Other - (8) - (1) (731) Depreciation and amortisation - - - - (238) Total operating expenses (23) (10) - (1) (2,849) Operating profit before provisions (23) 6 - (2) 2,533 Impairment losses on loans and advances - - - - (214) Income from joint venture - (2) - - - Amounts written off fixed assets - - - - (68) Operating profit before taxation (23) 4 - (2) 2,251 Taxation - - 7 - (630) Operating profit after taxation (23) 4 7 (2) 1,621 Minority interest - (1) - - (43) Profit for the period attributable to (23) 3 7 (2) 1,578 shareholders Dividends on other equity interests - - - - (58) Dividends on ordinary equity shares - - - - (630) Retained profit (23) 3 7 (2) 890 STANDARD CHARTERED PLC - FINANCIAL STATEMENTS (continued) RECONCILIATION OF SUMMARISED CONSOLIDATED INCOME STATEMENT For the six months ended 30 June 2004 UK GAAP 6 months ended Fixed 30.06.04 Dividends Goodwill assets $m $m $m $m Interest and similar income 2,543 - - - Interest expense and similar charges (997) - - - Net interest income 1,546 - - - Other finance income 3 - - - Fees and commissions income 795 - - - Fees and commissions expense (130) - - - Net trading income 332 - - - Other operating income 176 - - - 1,173 - - - Total operating income 2,722 - - - Administrative expenses: Staff (774) - - - Premises (158) - - - Other (332) - - - Depreciation and amortisation (211) - 88 - Total operating expenses (1,475) - 88 - Operating profit before provisions 1,247 - 88 - Impairment losses on loans and advances (139) - - - Amounts written off fixed assets (2) - (67) - Operating profit before taxation 1,106 - 21 - Taxation (340) - - - Operating profit after taxation 766 - 21 - Minority interest (20) - - - Profit for the period attributable to shareholders 746 - 21 - Dividends on other equity interests (29) - - - Dividends on ordinary equity shares (201) (228) - - Retained profit 516 (228) 21 - Reviewed IFRS 6 months Share ended options Consolidations Tax Other 30.06.04 $m $m $m $m $m Interest and similar income - 23 - 2 2,568 Interest expense and similar charges - (20) - - (1,017) Net interest income - 3 - 2 1,551 Other finance income - - - - 3 Fees and commissions income - - - (2) 793 Fees and commissions expense - - - - (130) Net trading income - - - 1 333 Other operating income - - - (1) 175 - - - (2) 1,171 Total operating income - 3 - - 2,725 Administrative expenses: Staff (12) - - (7) (793) Premises - - - - (158) Other - (3) - (1) (336) Depreciation and amortisation - - - - (123) Total operating expenses (12) (3) - (8) (1,410) Operating profit before provisions (12) - - (8) 1,315 Impairment losses on loans and advances - - - - (139) Amounts written off fixed assets - - - - (69) Operating profit before taxation (12) - - (8) 1,107 Taxation - 2 7 - (331) Operating profit after taxation (12) 2 7 (8) 776 Minority interest - - - - (20) Profit for the period attributable to (12) 2 7 (8) 756 shareholders Dividends on other equity interests - - - - (29) Dividends on ordinary equity shares - - - - (429) Retained profit (12) 2 7 (8) 298 STANDARD CHARTERED PLC - FINANCIAL STATEMENTS (continued) RECONCILIATION OF EQUITY At 1 January 2004 UK GAAP Fixed Share 01.01.04 Dividends assets options Equity $m $m $m $m Share capital/premium and redemption reserve 3,768 - - - Premises revaluation (2) - 81 - Own shares held in ESOP Trusts (60) - - - Profit and loss account 3,823 439 (84) (3) Minority interest 614 - - - 8,143 439 (3) (3) Audited IFRS Consolidation Tax Other 01.01.04 Equity $m $m $m $m Share capital/premium and redemption reserve - - - 3,768 Premises revaluation - (22) - 57 Own shares held in ESOP Trusts - - - (60) Profit and loss account 25 (9) (9) 4,182 Minority interest 6 - - 620 31 (31) (9) 8,567 STANDARD CHARTERED PLC - FINANCIAL STATEMENTS (continued) SEGMENTAL INFORMATION BY GEOGRAPHIC SEGMENT For the year ended 31 December 2004 Other Hong Asia Kong Singapore Malaysia Pacific India UK GAAP $m $m $m $m $m Net Revenue 1,408 513 270 815 466 Costs (654) (226) (144) (510) (251) Operating profit before provision 754 287 126 305 215 Charge for debts (125) (33) (2) (40) (22) Impairment/other - - - 2 2 Operating profit before taxation 629 254 124 267 195 Change Operating income (2) - - 10 - Operating expenses (4) (2) (1) (8) (1) Operating profit before provision (6) (2) (1) 2 (1) Charge for debts - - - - - Impairment/other - - - (2) - Operating profit before taxation (6) (2) (1) - (1) Audited IFRS Operating income 1,406 513 270 825 466 Operating expenses (658) (228) (145) (518) (252) Operating profit before provision 748 285 125 307 214 Charge for debts (125) (33) (2) (40) (22) Impairment/other - - - - 2 Operating profit before taxation 623 252 123 267 194 US, MESA UK & UAE Other Africa Group Total UK GAAP $m $m $m $m $m Net Revenue 271 377 584 663 5,367 Costs (99) (169) (357) (586) (2,996) Operating profit before provision 172 208 227 77 2,371 Charge for debts (1) (1) (12) 22 (214) Impairment/other - - - (3) 1 Operating profit before taxation 171 207 215 96 2,158 Change Operating income - - - 7 15 Operating expenses (1) (1) (3) 168 147 Operating profit before provision (1) (1) (3) 175 162 Charge for debts - - - - - Impairment/other - - - (67) (69) Operating profit before taxation (1) (1) (3) 108 93 Audited IFRS Operating income 271 377 584 670 5,382 Operating expenses (100) (170) (360) (418) (2,849) Operating profit before provision 171 207 224 252 2,533 Charge for debts (1) (1) (12) 22 (214) Impairment/other - - - (70) (68) Operating profit before taxation 170 206 212 204 2,251 STANDARD CHARTERED PLC - FINANCIAL STATEMENTS (continued) SEGMENTAL INFORMATION BY CLASS OF BUSINESS For the year ended 31 December 2004 Corporate Consumer Wholesale items not Banking Banking allocated Total UK GAAP $m $m $m $m Net revenue 2,693 2,566 108 5,367 Costs (1,388) (1,404) (23) (2,815) Amortisation of goodwill (181) (181) Total operating expenses (1,388) (1,404) (204) (2,996) Operating profit/(loss) before provisions 1,305 1,162 (96) 2,371 Charge for debts (242) 28 - (214) Amounts written off fixed assets (1) - (1) Income from joint venture 1 1 - 2 Operating profit/(loss) before taxation 1,064 1,190 (96) 2,158 Change Operating income 7 8 - 15 Costs (12) (22) - (34) Amortisation of goodwill - - 181 181 Total operating expenses (12) (22) 181 147 Operating profit/(loss) before provisions (5) (14) 181 162 Charge for debts - - - - Amounts written off fixed assets - - (67) (67) Income from joint venture (1) (1) - (2) Operating profit/(loss) before taxation (6) (15) 114 93 Audited IFRS Operating income 2,700 2,574 108 5,382 Total operating expenses (1,400) (1,426) (23) (2,849) Operating profit/(loss) before provisions 1,300 1,148 85 2,533 Charge for debts (242) 28 - (214) Amounts written off fixed assets - (1) (67) (68) Operating profit/(loss) before taxation 1,058 1,175 18 2,251 STANDARD CHARTERED PLC - FINANCIAL STATEMENTS (continued) EARNINGS PER ORDINARY SHARE 12 months ended 6 months ended 31.12.04 30.06.04 Average Average IFRS number IFRS number Profit of shares Cents Profit of shares Cents Earnings per Ordinary Share $m ('000) per share $m ('000) per share Basic earnings per ordinary share 1,520 1,172,921 129.6 727 1,170,699 62.1 Effect of dilutive potential ordinary shares: Convertible bonds 23 34,488 11 34,488 Options - 3,444 - 2,252 Diluted earnings per ordinary share 1,543 1,210,853 127.4 738 1,207,439 61.1 Normalised earnings per ordinary share The Group measures earnings per share on a normalised basis. The following table shows the calculation of normalised earnings per share, i.e. based on the Group's results excluding amounts written off fixed assets, profits /losses of a capital nature and profits/losses on repurchase of capital instruments. 12 months 6 months ended ended 31.12.04 30.06.04 $m $m Profit attributable to ordinary shareholders, as above 1,520 727 Profit on sale of shares in - KorAm (95) (95) - Bank of China (36) (36) Premium and costs paid on repurchase of subordinated debt 23 21 Cost of Hong Kong incorporation 18 18 Tsunami donation 5 - Profits less losses on disposal of investment securities (33) (28) Profit on sale of tangible fixed assets (4) (4) Profit on disposal of subsidiary undertakings (4) (4) Amounts written off fixed assets 68 69 Normalised earnings 1,462 668 Normalised earnings per ordinary share 124.6c 57.1c SPECIAL PURPOSE AUDIT REPORT OF KPMG AUDIT PLC TO STANDARD CHARTERED PLC ('THE COMPANY') ON ITS PRELIMINARY AND PRO FORMA PRELIMINARY INTERNATIONAL FINANCIAL REPORTING STANDARDS ('IFRS') FINANCIAL INFORMATION In accordance with the terms of our engagement letter dated 25 April 2005, we have audited the accompanying consolidated preliminary IFRS balance sheet of Standard Chartered PLC ('the Company') as at 31 December 2004, and the related consolidated statements of income, total recognised income and expense and cash flows for the year then ended and the related accounting policy notes ('the preliminary IFRS financial information') set out on pages 9 to 20 and 43 to 47. In addition we have been engaged to audit the pro forma preliminary IFRS financial information presented for the same year ended on the basis of the pro forma accounting policy notes set out on pages 30 to 42 and 48 to 50 ('the pro forma preliminary IFRS financial information'), together 'the preliminary and pro forma preliminary IFRS financial information'. Respective responsibilities of directors and KPMG Audit Plc As described on page 4, the directors of the Company have accepted responsibility for the preparation of the preliminary and pro forma preliminary IFRS financial information which has been prepared as part of the Company's conversion to IFRS. Our responsibilities, as independent auditors, are established in the United Kingdom by the Auditing Practices Board, our profession's ethical guidance and the terms of our engagement. Under the terms of engagement we are required to report to you our opinion as to whether the preliminary and pro forma preliminary IFRS financial information has been properly prepared, in all material respects, in accordance with the respective accounting policy notes to the preliminary and pro forma preliminary IFRS financial information. We also report to you if, in our opinion, we have not received all the information and explanations we require for our audit. We read the other information accompanying the preliminary and pro forma preliminary IFRS financial information and consider whether it is consistent with the preliminary and pro forma preliminary IFRS financial information. We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the preliminary and pro forma preliminary IFRS financial information. Our report has been prepared for the Company solely in connection with the Company's conversion to IFRS. Our report was designed to meet the agreed requirements of the Company determined by the Company's needs at the time. Our report should not therefore be regarded as suitable to be used or relied on by any party wishing to acquire rights against us other than the Company for any purpose or in any context. Any party other than the Company who chooses to rely on our report (or any part of it) will do so at its own risk. To the fullest extent permitted by law, KPMG Audit Plc will accept no responsibility or liability in respect of our report to any other party. Basis of audit opinions We conducted our audit having regard to Auditing Standards issued by the UK Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the preliminary and pro forma preliminary IFRS financial information. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the preliminary and pro forma preliminary IFRS financial information, and of whether the accounting policies are appropriate to the Group's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the preliminary and pro forma preliminary IFRS financial information is free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the preliminary and pro forma preliminary IFRS financial information. Emphasis of matters Without qualifying our opinion, we draw your attention to the following matters: • The basis of preparation set out on page 4 explains why the accompanying preliminary IFRS financial information may require adjustment before inclusion as comparative information in the IFRS financial information for the year to 31 December 2005 when the Company prepares its first IFRS financial statements. • As described in the basis of preparation set out on page 4 as part of its conversion to IFRS, the Company has prepared the preliminary IFRS financial information for the year ended 31 December 2004 to establish the financial position, results of operations and cash flows of the Company necessary to provide the comparative financial information expected to be included in the Company's first complete set of IFRS financial statements for the year to 31 December 2005. The preliminary IFRS financial information does not itself include comparative financial information for the prior period. • As explained in the accounting policy notes, no adjustments have been made for any changes in estimates made at the time of approval of the UK GAAP financial statements on which the preliminary and pro forma preliminary IFRS financial information is based, as required by IFRS 1. • IAS 32 and IAS 39 have not been applied to the preliminary IFRS financial information as permitted by IFRS 1. There has been no related restatement of the 31 December 2004 balance sheet. Any adjustments will be shown as an equity movement on 1 January 2005. The pro forma preliminary IFRS financial information has been prepared on the basis that IAS 32 and IAS 39 were applied. Opinions In our opinion, the accompanying preliminary IFRS financial information for the year ended 31 December 2004 has been prepared, in all material respects, in accordance with the basis set out in the accounting policy notes, which describe how IFRSs have been applied under IFRS 1, including the assumptions made by the directors of the Company about the standards and interpretations expected to be effective, and the policies expected to be adopted, when they prepare the first complete set of consolidated IFRS financial statements of the Company for the year to 31 December 2005. In our opinion, the accompanying pro forma preliminary IFRS financial information for the year ended 31 December 2004 has been prepared, in all material respects, in accordance with the basis set out in the accounting policy notes, which describe how IFRSs have been applied under IFRS 1, including the assumptions made by the directors of the Company about the standards and interpretations expected to be effective, and the policies expected to be adopted, and were they to adopt IAS 32 and IAS 39 from 1 January 2004. KPMG Audit Plc Chartered Accountants London 12 May 2005 SPECIAL PURPOSE REVIEW REPORT OF KPMG AUDIT PLC TO STANDARD CHARTERED PLC ('THE COMPANY') ON ITS PRELIMINARY AND PRO FORMA PRELIMINARY INTERNATIONAL FINANCIAL REPORTING STANDARDS ('IFRS') INTERIM FINANCIAL INFORMATION In accordance with the terms of our engagement letter dated 25 April 2005, we have reviewed the accompanying consolidated preliminary IFRS balance sheet of Standard Chartered PLC ('the Company') as at 30 June 2004, and the related consolidated statements of income, total recognised income and expense and cash flows for the six month period then ended and the related accounting policy notes ('the preliminary IFRS interim financial information') set out on pages 9 to 20 and 43 to 47. In addition we have been engaged to review the pro forma preliminary IFRS interim financial information presented for the same six month period on the basis of the pro forma accounting policy notes set out on pages 30 to 42 and 48 to 50 ('the pro forma preliminary IFRS interim financial information'), together 'the preliminary and pro forma preliminary IFRS interim financial information'. Respective responsibilities of directors and KPMG Audit Plc As described on page 4 the directors of the Company have accepted responsibility for the preparation of the preliminary and pro forma preliminary IFRS interim financial information which has been prepared as part of the Company's conversion to IFRS. Our responsibilities are established in the United Kingdom by the Auditing Practices Board, our profession's ethical guidance and the terms of our engagement. Under the terms of engagement we are required to report to you our review conclusions as to whether we are aware of any material modifications that should be made to the preliminary and pro forma preliminary IFRS interim financial information which has been prepared, in all material respects, in accordance with the respective accounting policy notes to the preliminary and pro forma preliminary IFRS interim financial information. We read the other information accompanying the preliminary and pro forma preliminary IFRS interim financial information and consider whether it is consistent with the preliminary and pro forma IFRS interim financial information. We consider the implications for our review conclusions if we become aware of any apparent misstatements or material inconsistencies with the preliminary and pro forma preliminary IFRS interim financial information. Our report has been prepared for the Company solely in connection with the Company's conversion to IFRS. Our report was designed to meet the agreed requirements of the Company determined by the Company's needs at the time. Our report should not therefore be regarded as suitable to be used or relied on by any party wishing to acquire rights against us other than the Company for any purpose or in any context. Any party other than the Company who chooses to rely on our report (or any part of it) will do so at its own risk. To the fullest extent permitted by law, KPMG Audit Plc will accept no responsibility or liability in respect of our report to any other party. Basis of review conclusions We conducted our review having regard to Bulletin 1999/4: Review of interim financial information issued by the UK Auditing Practices Board. A review consists principally of making enquiries of Group management and applying analytical procedures to the preliminary and pro forma preliminary IFRS interim financial information and underlying financial data and, based thereon, assessing whether the accounting policies and presentation have been consistently applied unless otherwise disclosed. A review is substantially less in scope than an audit performed in accordance with Auditing Standards and therefore provides a lower level of assurance than an audit. Accordingly we do not express an audit opinion on the preliminary and pro forma preliminary IFRS interim financial information. Emphasis of matters Without qualifying our review conclusions, we draw your attention to the following matters: • The basis of preparation set out on page 4 explains why the accompanying preliminary IFRS interim financial information may require adjustment before inclusion as comparative information in the Company's interim report for the six month period to 30 June 2005 when the Company prepares its first interim report applying IFRS. • As described in the basis of preparation set out on page 4, as part of its conversion to IFRS, the Company has prepared the preliminary IFRS interim financial information for the six month period ended 30 June 2004 to establish the financial position, results of operations and cash flows of the Company necessary to provide the comparative financial information expected to be included in the Company's first interim report for the six month period to 30 June 2005. The preliminary IFRS interim financial information does not itself include comparative financial information for the prior period. • As explained in the accounting policy notes, no adjustments have been made for any changes in estimates made at the time of approval of the previous UK GAAP interim report for the six month period ended 30 June 2004 on which the preliminary and pro forma preliminary IFRS interim financial information is based, as required by IFRS 1. • IAS 32 and IAS 39 have not been applied to the preliminary IFRS interim financial information as permitted by IFRS 1. There has been no related restatement of the 30 June 2004 balance sheet. Any adjustments will be shown as an equity movement on 1 January 2005. The pro forma preliminary IFRS interim financial information has been prepared on the basis that IAS 32 and IAS 39 were applied. Review conclusions On the basis of our review we are not aware of any material modifications that should be made to the preliminary IFRS interim financial information as presented for the six month period ended 30 June 2004 which has been prepared, in all material respects, in accordance with the basis set out in the accounting policy notes, which describe how IFRSs have been applied under IFRS 1, including the assumptions made by the directors of the Company about the standards and interpretations expected to be effective, and the policies expected to be adopted, when they prepare the first complete set of consolidated IFRS financial statements of the Company for the year to 31 December 2005. On the basis of our review we are not aware of any material modifications that should be made to the pro forma preliminary IFRS interim financial information as presented for the six month period ended 30 June 2004 which has been prepared, in all material respects, in accordance with the basis set out in the accounting policies note, which describes how IFRSs have been applied under IFRS 1, including the assumptions made by the directors of the Company about the standards and interpretations expected to be effective, and the policies expected to be adopted, and were they to adopt IAS 32 and IAS 39 from 1 January 2004. KPMG Audit Plc Chartered Accountants London 12 May 2005 This information is provided by RNS The company news service from the London Stock Exchange
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