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Annual Financial Report - 6 of 7

7 Mar 2018 16:20

RNS Number : 0303H

HSBC Holdings PLC

07 March 2018



Financial Statements
		Page
Consolidated income statement		176
Consolidated statement of comprehensive income		177
Consolidated balance sheet		178
Consolidated statement of cash flows		179
Consolidated statement of changes in equity		180
HSBC Holdings income statement		182
HSBC Holdings statement of comprehensive income		182
HSBC Holdings balance sheet		183
HSBC Holdings statement of cash flows		184
HSBC Holdings statement of changes in equity		185

Notes on the Financial Statements
1	Basis of preparation and significant accounting policies	186
2	Net income/(expense) from financial instruments designated at fair value	195
3	Insurance business	195
4	Operating profit	197
5	Employee compensation and benefits	197
6	Auditors' remuneration	203
7	Tax	203
8	Dividends	206
9	Earnings per share	206
10	Trading assets	207
11	Fair values of financial instruments carried at fair value	207



12	Fair values of financial instruments not carried at fair value	215
13	Financial assets designated at fair value	216
14	Derivatives	217
15	Financial investments	219
16	Assets pledged, collateral received and assets transferred	220
17	Interests in associates and joint ventures	221
18	Investments in subsidiaries	224
19	Structured entities	225
20	Goodwill and intangible assets	227
21	Prepayments, accrued income and other assets	229
22	Trading liabilities	229
23	Financial liabilities designated at fair value	230
24	Debt securities in issue	230
25	Accruals, deferred income and other liabilities	230
26	Provisions	231
27	Subordinated liabilities	232
28	Maturity analysis of assets, liabilities and off-balance sheet commitments	235
29	Offsetting of financial assets and financial liabilities	239
30	Non-controlling interests	240
31	Called up share capital and other equity instruments	241
32	Contingent liabilities, contractual commitments and guarantees	243
33	Lease commitments	243
34	Legal proceedings and regulatory matters	244
35	Related party transactions	250
36	Events after the balance sheet date	252
37	HSBC Holdings' subsidiaries, joint ventures and associates	252



HSBC Holdings plc Annual Report and Accounts 2017	175

Financial Statements



Consolidated income statement
for the year ended 31 December
		2017		2016		2015
	Notes	$m		$m		$m
Net interest income		28,176		29,813		32,531
- interest income		40,995		42,414		47,189
- interest expense		(12,819	)	(12,601	)	(14,658	)
Net fee income		12,811		12,777		14,705
- fee income		15,853		15,669		18,016
- fee expense		(3,042	)	(2,892	)	(3,311	)
Net trading income		7,719		9,452		8,723
- trading income excluding net interest income		6,098		8,066		6,948
- net interest income on trading activities		1,621		1,386		1,775
Net income/(expense) from financial instruments designated at fair value	2	3,698		(2,666	)	1,532
- changes in fair value of long-term debt and related derivatives		672		(3,975	)	863
- net income from other financial instruments designated at fair value		3,026		1,309		669
Gains less losses from financial investments		1,150		1,385		2,068
Dividend income		106		95		123
Net insurance premium income	3	9,779		9,951		10,355
Other operating income/(expense)		337		(971	)	1,055
Total operating income		63,776		59,836		71,092
Net insurance claims and benefits paid and movement in liabilities to policyholders	3	(12,331	)	(11,870	)	(11,292	)
Net operating income before loan impairment charges and other credit risk provisions		51,445		47,966		59,800
Loan impairment charges and other credit risk provisions	4	(1,769	)	(3,400	)	(3,721	)
Net operating income		49,676		44,566		56,079
Employee compensation and benefits	5	(17,315	)	(18,089	)	(19,900	)
General and administrative expenses		(15,707	)	(16,473	)	(17,662	)
Depreciation and impairment of property, plant and equipment		(1,166	)	(1,229	)	(1,269	)
Amortisation and impairment of intangible assets		(696	)	(777	)	(937	)
Goodwill impairment of Global Private Banking - Europe	20	-		(3,240	)	-
Total operating expenses		(34,884	)	(39,808	)	(39,768	)
Operating profit	4	14,792		4,758		16,311
Share of profit in associates and joint ventures	17	2,375		2,354		2,556
Profit before tax		17,167		7,112		18,867
Tax expense	7	(5,288	)	(3,666	)	(3,771	)
Profit for the year		11,879		3,446		15,096
Attributable to:
- ordinary shareholders of the parent company		9,683		1,299		12,572
- preference shareholders of the parent company		90		90		90
- other equity holders		1,025		1,090		860
- non-controlling interests		1,081		967		1,574
Profit for the year		11,879		3,446		15,096
		$		$		$
Basic earnings per ordinary share	9	0.48		0.07		0.65
Diluted earnings per ordinary share	9	0.48		0.07		0.64



176	HSBC Holdings plc Annual Report and Accounts 2017



Consolidated statement of comprehensive income
for the year ended 31 December
	2017		2016		2015
	$m		$m		$m
Profit for the year	11,879		3,446		15,096
Other comprehensive income/(expense)
Items that will be reclassified subsequently to profit or loss when specific conditions are met:
Available-for-sale investments	146		(299	)	(3,072	)
- fair value gains/(losses)	1,227		475		(1,231	)
- fair value gains reclassified to the income statement	(1,033	)	(895	)	(2,437	)
- amounts reclassified to the income statement in respect of impairment losses	93		71		127
- income taxes	(141	)	50		469
Cash flow hedges	(192	)	(68	)	(24	)
- fair value (losses)/gains	(1,046	)	(297	)	704
- fair value losses/(gains) reclassified to the income statement	833		195		(705	)
- income taxes	21		34		(23	)
Share of other comprehensive income/(expense) of associates and joint ventures	(43	)	54		(9	)
- share for the year	(43	)	54		(9	)
Exchange differences	9,077		(8,092	)	(10,945	)
- foreign exchange gains reclassified to income statement on disposal of a foreign operation	-		1,894		-
- other exchange differences	8,939		(9,791	)	(11,112	)
- income tax attributable to exchange differences	138		(195	)	167
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of defined benefit asset/liability	2,419		7		101
- before income taxes	3,440		(84	)	130
- income taxes	(1,021	)	91		(29	)
Changes in fair value of financial liabilities designated at fair value due to movement in own credit risk	(2,024	)	-		-
- before income taxes	(2,409	)	-		-
- income taxes	385		-		-
Other comprehensive income/(expense) for the year, net of tax	9,383		(8,398	)	(13,949	)
Total comprehensive income/(expense) for the year	21,262		(4,952	)	1,147
Attributable to:
- ordinary shareholders of the parent company	18,914		(6,968	)	(490	)
- preference shareholders of the parent company	90		90		90
- other equity holders	1,025		1,090		860
- non-controlling interests	1,233		836		687
Total comprehensive income/(expense) for the year	21,262		(4,952	)	1,147



HSBC Holdings plc Annual Report and Accounts 2017	177

Financial Statements



Consolidated balance sheet
at 31 December
		2017	2016
	Notes	$m	$m
Assets
Cash and balances at central banks		180,624	128,009
Items in the course of collection from other banks		6,628	5,003
Hong Kong Government certificates of indebtedness		34,186	31,228
Trading assets	10	287,995	235,125
Financial assets designated at fair value	13	29,464	24,756
Derivatives	14	219,818	290,872
Loans and advances to banks		90,393	88,126
Loans and advances to customers		962,964	861,504
Reverse repurchase agreements - non-trading		201,553	160,974
Financial investments	15	389,076	436,797
Prepayments, accrued income and other assets	21	67,191	63,909
Current tax assets		1,006	1,145
Interests in associates and joint ventures	17	22,744	20,029
Goodwill and intangible assets	20	23,453	21,346
Deferred tax assets	7	4,676	6,163
Total assets at 31 Dec		2,521,771	2,374,986
Liabilities and equity
Liabilities
Hong Kong currency notes in circulation		34,186	31,228
Deposits by banks		69,922	59,939
Customer accounts		1,364,462	1,272,386
Repurchase agreements - non-trading		130,002	88,958
Items in the course of transmission to other banks		6,850	5,977
Trading liabilities	22	184,361	153,691
Financial liabilities designated at fair value	23	94,429	86,832
Derivatives	14	216,821	279,819
Debt securities in issue	24	64,546	65,915
Accruals, deferred income and other liabilities	25	45,907	44,291
Current tax liabilities		928	719
Liabilities under insurance contracts	3	85,667	75,273
Provisions	26	4,011	4,773
Deferred tax liabilities	7	1,982	1,623
Subordinated liabilities	27	19,826	20,984
Total liabilities at 31 Dec		2,323,900	2,192,408
Equity
Called up share capital	31	10,160	10,096
Share premium account	31	10,177	12,619
Other equity instruments		22,250	17,110
Other reserves		7,664	(1,234	)
Retained earnings		139,999	136,795
Total shareholders' equity		190,250	175,386
Non-controlling interests	30	7,621	7,192
Total equity at 31 Dec		197,871	182,578
Total liabilities and equity at 31 Dec		2,521,771	2,374,986

The accompanying notes on pages 186 to 261, the audited sections in 'Global businesses and regions' on pages 46 to 59, 'Risk' onpages 63 to 116, 'Capital' on pages 117 to 120 and 'Directors' Remuneration Report' on pages 141 to 157 form an integral part ofthese financial statements.

These financial statements were approved by the Board of Directors on 20 February 2018 and signed on its behalf by:




Mark E Tucker		Iain Mackay
Group Chairman		Group Finance Director



178	HSBC Holdings plc Annual Report and Accounts 2017



Consolidated statement of cash flows
for the year ended 31 December
		2017		2016		2015
	Footnotes	$m		$m		$m
Profit before tax		17,167		7,112		18,867
Adjustments for non-cash items:
Depreciation, amortisation and impairment		1,862		5,212		2,181
Net gain from investing activities		(1,152	)	(1,215	)	(1,935	)
Share of profits in associates and joint ventures		(2,375	)	(2,354	)	(2,556	)
(Gain)/Loss on disposal of subsidiaries, businesses, associates and joint ventures		(79	)	1,743		-
Loan impairment losses gross of recoveries and other credit risk provisions		2,603		4,090		4,546
Provisions including pensions		917		2,482		3,472
Share-based payment expense		500		534		757
Other non-cash items included in profit before tax		(381	)	(207	)	(191	)
Elimination of exchange differences	1	(21,289	)	15,364		18,308
Changes in operating assets and liabilities
Change in net trading securities and derivatives		(10,901	)	4,395		24,384
Change in loans and advances to banks and customers		(108,984	)	52,868		32,971
Change in reverse repurchase agreements - non-trading		(37,281	)	(13,138	)	(3,011	)
Change in financial assets designated at fair value		(5,303	)	(1,235	)	2,394
Change in other assets		(6,570	)	(6,591	)	9,090
Change in deposits by banks and customer accounts		102,211		(8,918	)	(65,907	)
Change in repurchase agreements - non-trading		41,044		8,558		(26,481	)
Change in debt securities in issue		(1,369	)	(23,034	)	960
Change in financial liabilities designated at fair value		8,508		17,802		(10,785	)
Change in other liabilities		13,514		8,792		(4,549	)
Dividends received from associates		740		689		879
Contributions paid to defined benefit plans		(685	)	(726	)	(664	)
Tax paid		(3,175	)	(3,264	)	(3,852	)
Net cash from operating activities		(10,478	)	68,959		(1,122	)
Purchase of financial investments		(357,264	)	(457,084	)	(438,376	)
Proceeds from the sale and maturity of financial investments		418,352		430,085		399,636
Net cash flows from the purchase and sale of property, plant and equipment		(1,167	)	(1,151	)	(1,249	)
Net cash flows from disposal of customer and loan portfolios		6,756		9,194		2,023
Net investment in intangible assets		(1,285	)	(906	)	(954	)
Net cash flow on disposal of subsidiaries, businesses, associates and joint ventures	2	165		4,802		8
Net cash from investing activities		65,557		(15,060	)	(38,912	)
Issue of ordinary share capital and other equity instruments		5,196		2,024		3,727
Cancellation of shares		(3,000	)	-		-
Net sales/(purchases) of own shares for market-making and investment purposes		(67	)	523		331
Purchase of treasury shares		-		(2,510	)	-
Redemption of preference shares and other equity instruments		-		(1,825	)	(463	)
Subordinated loan capital issued		-		2,622		3,180
Subordinated loan capital repaid	4	(3,574	)	(595	)	(2,157	)
Dividends paid to shareholders of the parent company and non-controlling interests		(9,005	)	(9,157	)	(8,195	)
Net cash from financing activities		(10,450	)	(8,918	)	(3,577	)
Net increase/(decrease) in cash and cash equivalents		44,629		44,981		(43,611	)
Cash and cash equivalents at 1 Jan		274,550		243,863		301,301
Exchange differences in respect of cash and cash equivalents		18,233		(14,294	)	(13,827	)
Cash and cash equivalents at 31 Dec		337,412		274,550		243,863
Cash and cash equivalents comprise:	3
- cash and balances at central banks		180,624		128,009		98,934
- items in the course of collection from other banks		6,628		5,003		5,768
- loans and advances to banks of one month or less		82,771		77,318		70,985
- reverse repurchase agreements with banks of one month or less		58,850		55,551		53,971
- treasury bills, other bills and certificates of deposit less than three months		15,389		14,646		19,843
- less: items in the course of transmission to other banks		(6,850	)	(5,977	)	(5,638	)
		337,412		274,550		243,863

Interest received was $41,676m (2016: $42,586m; 2015: $47,623m), interest paid was $10,962m (2016: $12,027m; 2015: $14,559m) and dividends received were $2,225m (2016: $475m; 2015: $914m).


1	Adjustment to bring changes between opening and closing balance sheet amounts to average rates. This is not done on a line-by-line basis, as details cannot be determined without unreasonable expense.


2	In July 2016, we completed the disposal of the Brazilian operations resulting in net cash inflow of $4.8bn .


3	At 31 December 2017 $39,830m (2016: $35,501m) was not available for use by HSBC, of which $21,424m (2016: $21,108m) related to mandatory deposits at central banks.


4	Subordinated liabilities changes during the year are attributable to repayments of $(3.6)bn (2016: $(0.6)bn) of securities. Non-cash changes during the year included foreign exchange loss/gain ($0.6bn) (2016: $2.1bn) and fair value losses of ($1.2bn) (2016: ($0.3bn)).



HSBC Holdings plc Annual Report and Accounts 2017	179

Financial Statements



Consolidated statement of changes in equity
for the year ended 31 December
						Other reserves6
	Called up share capital and share premium1		Otherequityinstru-ments2	Retainedearnings3, 4, 5		Available- for-sale fair valuereserve		Cash flowhedgingreserve		Foreignexchangereserve		Mergerreserve7	Totalshare-holders'equity		Non-controllinginterests		Totalequity
	$m		$m	$m		$m		$m		$m		$m	$m		$m		$m
At 1 Jan 2017	22,715		17,110	136,795		(477	)	(27	)	(28,038	)	27,308	175,386		7,192		182,578
Profit for the year	-		-	10,798		-		-		-		-	10,798		1,081		11,879
Other comprehensive income(net of tax)	-		-	328		131		(194	)	8,966		-	9,231		152		9,383
- available-for-sale investments	-		-	-		131		-		-		-	131		15		146
- cash flow hedges	-		-	-		-		(194	)	-		-	(194	)	2		(192	)
- changes in fair value of financial liabilities designated at fair value due to movement in own credit risk	-		-	(2,024	)	-		-		-		-	(2,024	)	-		(2,024	)
- remeasurement of defined benefit asset/liability8	-		-	2,395		-		-		-		-	2,395		24		2,419
- share of other comprehensive income of associates and joint ventures	-		-	(43	)	-		-		-		-	(43	)	-		(43	)
- exchange differences	-		-	-		-		-		8,966		-	8,966		111		9,077
Total comprehensive income for the year	-		-	11,126		131		(194	)	8,966		-	20,029		1,233		21,262
Shares issued under employee remuneration and share plans	622		-	(566	)	-		-		-		-	56		-		56
Shares issued in lieu of dividends and amounts arising thereon	-		-	3,206		-		-		-		-	3,206		-		3,206
Capital securities issued	-		5,140	-		-		-		-		-	5,140		-		5,140
Dividends to shareholders	-		-	(11,551	)	-		-		-		-	(11,551	)	(660	)	(12,211	)
Cost of share-based payment arrangements	-		-	500		-		-		-		-	500		-		500
Cancellation of shares	(3,000	)	-	-		-		-		-		-	(3,000	)	-		(3,000	)
Other movements	-		-	489		(4	)	(1	)	-		-	484		(144	)	340
At 31 Dec 2017	20,337		22,250	139,999		(350	)	(222	)	(19,072	)	27,308	190,250		7,621		197,871

At 1 Jan 2016	22,263		15,112	143,976		(189	)	34		(20,044	)	27,308	188,460		9,058		197,518
Profit for the year	-		-	2,479		-		-		-		-	2,479		967		3,446
Other comprehensive income(net of tax)	-		-	59		(271	)	(61	)	(7,994	)	-	(8,267	)	(131	)	(8,398	)
- available-for-sale investments	-		-	-		(271	)	-		-		-	(271	)	(28	)	(299	)
- cash flow hedges	-		-	-		-		(61	)	-		-	(61	)	(7	)	(68	)
- remeasurement of defined benefit asset/liability	-		-	5		-		-		-		-	5		2		7
- share of other comprehensive income of associates and joint ventures	-		-	54		-		-		-		-	54		-		54
- foreign exchange reclassified to income statement on disposal of a foreign operation	-		-	-		-		-		1,894		-	1,894		-		1,894
- exchange differences	-		-	-		-		-		(9,888	)	-	(9,888	)	(98	)	(9,986	)
Total comprehensive income for the year	-		-	2,538		(271	)	(61	)	(7,994	)	-	(5,788	)	836		(4,952	)
Shares issued under employee remuneration and share plans	452		-	(425	)	-		-		-		-	27		-		27
Shares issued in lieu of dividends and amounts arising thereon	-		-	3,040		-		-		-		-	3,040		-		3,040
Net increase in treasury shares	-		-	(2,510	)	-		-		-		-	(2,510	)	-		(2,510	)
Capital securities issued	-		1,998	-		-		-		-		-	1,998		-		1,998
Dividends to shareholders	-		-	(11,279	)	-		-		-		-	(11,279	)	(919	)	(12,198	)
Cost of share-based payment arrangements	-		-	534		-		-		-		-	534		-		534
Other movements	-		-	921		(17	)	-		-		-	904		(1,783	)	(879	)
At 31 Dec 2016	22,715		17,110	136,795		(477	)	(27	)	(28,038	)	27,308	175,386		7,192		182,578



180	HSBC Holdings plc Annual Report and Accounts 2017



Consolidated statement of changes in equity (continued)
					Other reserves6
	Called up share capital and share premium1	Other equity instru-ments2	Retained earnings3, 4, 5		Available- for-sale fair value reserve		Cash flow hedging reserve		Foreign exchange reserve		Merger reserve7	Total share- holders' equity		Non- controlling interests		Total equity
	$m	$m	$m		$m		$m		$m		$m	$m		$m		$m
At 1 Jan 2015	21,527	11,532	137,144		2,143		58		(9,265	)	27,308	190,447		9,531		199,978
Profit for the year	-	-	13,522		-		-		-		-	13,522		1,574		15,096
Other comprehensive income(net of tax)	-	-	73		(2,332	)	(24	)	(10,779	)	-	(13,062	)	(887	)	(13,949	)
- available-for-sale investments	-	-	-		(2,332	)	-		-		-	(2,332	)	(740	)	(3,072	)
- cash flow hedges	-	-	-		-		(24	)	-		-	(24	)	-		(24	)
- remeasurement of defined benefit asset/liability	-	-	82		-		-		-		-	82		19		101
- share of other comprehensive income of associates and joint ventures	-	-	(9	)	-		-		-		-	(9	)	-		(9	)
- exchange differences	-	-	-		-		-		(10,779	)	-	(10,779	)	(166	)	(10,945	)
Total comprehensive income forthe year	-	-	13,595		(2,332	)	(24	)	(10,779	)	-	460		687		1,147
Shares issued under employee remuneration and share plans	736	-	(589	)	-		-		-		-	147		-		147
Shares issued in lieu of dividends and amounts arising thereon	-	-	3,162		-		-		-		-	3,162		-		3,162
Capital securities issued	-	3,580	-		-		-		-		-	3,580		-		3,580
Dividends to shareholders	-	-	(10,660	)	-		-		-		-	(10,660	)	(697	)	(11,357	)
Cost of share-based payment arrangements	-	-	757		-		-		-		-	757		-		757
Other movements	-	-	567		-		-		-		-	567		(463	)	104
At 31 Dec 2015	22,263	15,112	143,976		(189	)	34		(20,044	)	27,308	188,460		9,058		197,518


1	For further details refer to Note 31. In February 2017, HSBC announced a share buy-back of up to $1.0bn. Subsequently, HSBC completed a $1.0bn share buy-back in April 2017. In July 2017, HSBC announced a further share buy-back of up to $2.0bn. Subsequently, HSBC completed a $2.0bn share buy-back in November 2017.

During 2017, HSBC Holdings issued $3,000m, SGD1,000m and €1,250m of perpetual subordinated contingent convertible capital securities, on which there were $14m of external issuance costs, $37m of intra-group issuance costs and $10m of tax benefits. In 2016, HSBC Holdings issued $2,000m of perpetual subordinated contingent convertible capital securities, after issuance costs of $6m and tax benefits of $4m. In 2015, HSBC Holdings issued $2,450m and €1,000m of perpetual subordinated contingent convertible capital securities, on which there were $12m of external issuance costs, $25m of intra-group issuance costs and $19m of tax. Under IFRSs these issuance costs and tax benefits are classified as equity.

At 31 December 2017, retained earnings included 360,590,019 treasury shares (2016: 353,356,251; 2015: 81,580,180). In addition, treasury shares are also held within HSBC's Insurance business retirement funds for the benefit of policyholders or beneficiaries within employee trusts for the settlement of shares expected to be delivered under employee share schemes or bonus plans, and the market-making activities in Markets.


4	Cumulative goodwill amounting to $5,138m has been charged against reserves in respect of acquisitions of subsidiaries prior to 1 January 1998, including $3,469m charged against the merger reserve arising on the acquisition of HSBC Bank plc. The balance of $1,669m has been charged against retained earnings.


5	At 1 January 2017, the cumulative changes in fair value attributable to changes in own credit risk of financial liabilities designated at fair value was a loss of $1,672m.


6	At 31 December 2015, our operations in Brazil were classified as held for sale. The cumulative amount of other reserves attributable to these operations were as follows: available-for-sale fair value reserve debit of $176m, cash flow hedging reserve credit of $34m and foreign exchange reserve debit of $2.6bn.

Statutory share premium relief under Section 131 of the Companies Act 1985 (the 'Act') was taken in respect of the acquisition of HSBC Bank plc in 1992, HSBC France in 2000 and HSBC Finance Corporation in 2003, and the shares issued were recorded at their nominal value only. In HSBC's consolidated financial statements the fair value differences of $8,290m in respect of HSBC France and $12,768m in respect of HSBC Finance Corporation were recognised in the merger reserve. The merger reserve created on the acquisition of HSBC Finance Corporation subsequently became attached to HSBC Overseas Holdings (UK) Limited ('HOHU'), following a number of intra-group reorganisations. During 2009, pursuant to Section 131 of the Companies Act 1985, statutory share premium relief was taken in respect of the rights issue and $15,796m was recognised in the merger reserve. The merger reserve includes a deduction of $614m in respect of costs relating to the rights issue, of which $149m was subsequently transferred to the income statement. Of this $149m, $121m was a loss arising from accounting for the agreement with the underwriters as a contingent forward contract. The merger reserve excludes the loss of $344m on a forward foreign exchange contract associated with hedging the proceeds of the rights issue.


8	An actuarial gain of $1,730m has arisen as a result of the remeasurement of the defined benefit pension obligation of the HSBC Bank (UK) Pension Scheme. Refer to Note 5 forfurther detail.



HSBC Holdings plc Annual Report and Accounts 2017	181

Financial Statements



HSBC Holdings income statement
for the year ended 31 December
		2017		2016		2015
	Notes	$m		$m		$m
Net interest expense		(383	)	(424	)	(438	)
- interest income		2,185		1,380		866
- interest expense		(2,568	)	(1,804	)	(1,304	)
Fee (expense)/income		2		(1	)	39
Net trading income/(expense)		(392	)	119		(349	)
Net (expense)/income from financial instruments designated at fair value	2	314		(49	)	276
- changes in fair value of long term debt and related derivatives		103		(49	)	276
- net income from other financial instruments designated at fair value		211		-		-
Gains less losses from financial investments		154		-		-
Dividend income from subsidiaries		10,039		10,436		8,469
Other operating income		769		696		654
Total operating income		10,503		10,777		8,651
Employee compensation and benefits	5	(54	)	(570	)	(908	)
General and administrative expenses		(4,911	)	(4,014	)	(3,434	)
Impairment of subsidiaries		(63	)	-		(26	)
Total operating expenses		(5,028	)	(4,584	)	(4,368	)
Profit before tax		5,475		6,193		4,283
Tax credit		64		402		570
Profit for the year		5,539		6,595		4,853



HSBC Holdings statement of comprehensive income
for the year ended 31 December
	2017		2016		2015
	$m		$m		$m
Profit for the year	5,539		6,595		4,853
Other comprehensive income/(expense)
Items that will be reclassified subsequently to profit or loss when specific conditions are met:
Financial investments in HSBC undertakings	(53	)	(72	)	(57	)
- fair value gains/(losses)	(70	)	(83	)	(77	)
- income taxes	17		11		20
Items that will not be reclassified subsequently to profit or loss:
Changes in fair value of financial liabilities designated at fair value due to movement in own credit risk	(828	)	(896	)	-
- before income taxes	(1,007	)	(1,030	)	-
- income taxes	179		134		-
Other comprehensive income for the year, net of tax	(881	)	(968	)	(57	)
Total comprehensive income for the year	4,658		5,627		4,796



182	HSBC Holdings plc Annual Report and Accounts 2017



HSBC Holdings balance sheet
at 31 December
		2017	2016
	Notes	$m	$m
Assets
Cash and balances with HSBC undertakings		1,985	247
Loans and advances to HSBC undertakings designated at fair value		11,944	-
Derivatives	14	2,388	2,148
Loans and advances to HSBC undertakings		76,627	77,421
Financial investments in HSBC undertakings		4,264	3,590
Prepayments, accrued income and other assets		369	503
Current tax assets		379	631
Investments in subsidiaries	18	92,930	95,850
Intangible assets		293	176
Deferred tax assets		555	232
Total assets at 31 Dec		191,734	180,798
Liabilities and equity
Liabilities
Amounts owed to HSBC undertakings		2,571	2,157
Financial liabilities designated at fair value	23	30,890	30,113
Derivatives	14	3,082	5,025
Debt securities in issue	24	34,258	21,805
Accruals, deferred income and other liabilities		1,269	1,651
Subordinated liabilities	27	15,877	15,189
Total liabilities		87,947	75,940
Equity
Called up share capital	31	10,160	10,096
Share premium account		10,177	12,619
Other equity instruments		22,107	17,004
Other reserves		37,440	37,483
Retained earnings		23,903	27,656
Total equity		103,787	104,858
Total liabilities and equity at 31 Dec		191,734	180,798

The accompanying notes on pages 186 to 261 and the audited sections in 'Global businesses and regions' on pages 46 to 59, 'Risk' on pages 63 to 116, 'Capital' on pages 117 to 120 and 'Directors' Remuneration Report' on pages 141 to 157 form an integral part of these financial statements.

These financial statements were approved by the Board of Directors on 20 February 2018 and signed on its behalf by:




Mark E Tucker		Iain Mackay
Group Chairman		Group Finance Director



HSBC Holdings plc Annual Report and Accounts 2017	183

Financial Statements



HSBC Holdings statement of cash flows
for the year ended 31 December
	2017		2016		2015
			(Restated)1		(Restated)1
	$m		$m		$m
Profit before tax	5,475		6,193		4,283
Adjustments for non-cash items:	(17	)	48		114
- depreciation, amortisation and impairment	33		10		30
- (credit)/charge for share-based payment	(2	)	34		86
- other non-cash items included in profit before tax	(48	)	4		(2	)
Changes in operating assets and liabilities
Change in loans to HSBC undertakings	(1,122	)	(36,437	)	1,247
Change in loans and advances to HSBC undertakings designated at fair value	(11,944	)	-		-
Change in financial investments in HSBC undertakings	(1,775	)	612		(289	)
Change in net trading securities and net derivatives	(2,183	)	3,066		1,413
Change in other assets	134		(239	)	(141	)
Change in debt securities in issue2	1,020		(1,633	)	(49	)
Change in financial liabilities designated at fair value	954		(1,229	)	(1,228	)
Change in other liabilities	721		(693	)	(1,065	)
Tax received	443		646		470
Net cash from operating activities	(8,294	)	(29,666	)	4,755
Purchase of financial investments in HSBC undertakings	-		-		(276	)
Proceeds from the sale and maturity of financial investments in HSBC undertakings	1,165		610		-
Net cash outflow from acquisition of or increase in stake of subsidiaries	(89	)	(2,073	)	(2,118	)
Repayment of capital from subsidiaries	4,070		3,920		790
Net investment in intangible assets	(150	)	(109	)	(79	)
Net cash from investing activities	4,996		2,348		(1,683	)
Issue of ordinary share capital and other equity instruments	5,647		2,381		4,216
Purchase of treasury shares	-		(2,510	)	-
Cancellation of shares	(3,000	)	-		-
Subordinated loan capital issued	-		2,636		3,180
Subordinated loan capital repaid	(1,184	)	(1,781	)	(1,565	)
Debt securities issued	11,433		32,080		-
Debt securities repaid	-		-		-
Dividends paid on ordinary shares	(6,987	)	(7,059	)	(6,548	)
Dividends paid to holders of other equity instruments	(1,359	)	(1,180	)	(950	)
Net cash from financing activities	4,550		24,567		(1,667	)
Net increase/(decrease) in cash and cash equivalents	1,252		(2,751	)	1,405
Cash and cash equivalents at 1 January	3,697		6,448		5,043
Cash and cash equivalents at 31 Dec1	4,949		3,697		6,448
Cash and cash equivalents comprise:
- Cash at bank with HSBC undertakings	1,985		247		242
- Loans and advances to banks of one month or less	2,964		3,450		6,206

Interest received was $2,103m (2016: $1,329m; 2015: $792m), interest paid was $2,443m (2016: $1,791m; 2015: $1,289m) and dividends received were $10,039m (2016: $10,412m; 2015: $8,469m).


1.	In 2017 cash and cash equivalents include loans and advances to HSBC undertakings of one month or less duration. The comparative figures have also been amended.


2.	Subordinated liabilities changes during the year $0.7bn (2016: $0.7bn) are wholly attributable to non-cash changes. During the year fair value losses amounted to $0.7bn (2016: gain$0.7bn).



184	HSBC Holdings plc Annual Report and Accounts 2017



HSBC Holdings statement of changes in equity
for the year ended 31 December
								Other reserves
	Called up share capital		Share premium		Other equity instruments	Retained earnings1		Available-for-sale fair value reserve		Other paid-in capital2		Merger and other reserves	Total share- holders' equity
	$m		$m		$m	$m		$m		$m		$m	$m
At 1 Jan 2017	10,096		12,619		17,004	27,656		112		2,244		35,127	104,858
Profit for the year	-		-		-	5,539		-		-		-	5,539
Other comprehensive income (net of tax)	-		-		-	(828	)	(53	)	-		-	(881	)
- available-for-sale investments	-		-		-	-		(53	)	-		-	(53	)
- changes in fair value of financial liabilities designated at fair value due to movement in own credit risk	-		-		-	(828	)	-		-		-	(828	)
Total comprehensive income for the year	-		-		-	4,711		(53	)	-		-	4,658
Shares issued under employee share plans	38		584		-	(52	)	-		-		-	570
Shares issued in lieu of dividends and amounts arising thereon	190		(190	)	-	3,205		-		-		-	3,205
Cancellation of shares	(164	)	(2,836	)	-	-		-		-		-	(3,000	)
Capital securities issued	-				5,103	-		-		-		-	5,103
Dividends to shareholders	-		-		-	(11,551	)	-		-		-	(11,551	)
Cost of share-based payment arrangements	-		-		-	(2	)	-		-		-	(2	)
Other movements	-		-		-	(64	)	-		10		-	(54	)
At 31 Dec 2017	10,160		10,177		22,107	23,903		59		2,254		35,127	103,787

At 1 Jan 2016	9,842		12,421		15,020	32,224		183		2,597		35,127	107,414
Profit for the year	-		-		-	6,595		-		-		-	6,595
Other comprehensive income (net of tax)	-		-		-	(896	)	(72	)	-		-	(968	)
- available-for-sale investments	-		-		-	-		(72	)	-		-	(72	)
- changes in fair value of financial liabilities designated at fair value due to movement in own credit risk	-		-		-	(896	)	-		-		-	(896	)
Total comprehensive income for the year	-		-		-	5,699		(72	)	-		-	5,627
Shares issued under employee share plans	35		417		-	(51	)	-		-		-	401
Shares issued in lieu of dividends and amounts arising thereon	219		(219	)	-	3,040		-		-		-	3,040
Net increase in treasury shares	-		-		-	(2,510	)	-		-		-	(2,510	)
Capital securities issued	-				1,984	-		-		-		-	1,984
Dividends to shareholders	-		-		-	(11,279	)	-		-		-	(11,279	)
Cost of share-based payment arrangements	-		-		-	34		-		-		-	34
Other movements	-		-		-	499		1		(353	)	-	147
At 31 Dec 2016	10,096		12,619		17,004	27,656		112		2,244		35,127	104,858

At 1 Jan 2015	9,609		11,918		11,476	34,986		240		2,089		35,127	105,445
Profit for the year	-		-		-	4,853		-		-		-	4,853
Other comprehensive income (net of tax)	-		-		-	-		(57	)	-		-	(57	)
- available-for-sale investments	-		-		-	-		(57	)	-		-	(57	)
Total comprehensive income for the year	-		-		-	4,853		(57	)	-		-	4,796
Shares issued under employee share plans	45		691		-	(59	)	-		-		-	677
Shares issued in lieu of dividends and amounts arising thereon	188		(188	)	-	3,162		-		-		-	3,162
Capital securities issued	-		-		3,544	-		-		-		-	3,544
Dividends to shareholders	-		-		-	(10,660	)	-		-		-	(10,660	)
Cost of share-based payment arrangements	-		-		-	86		-		-		-	86
Other movements	-		-		-	(144	)	-		508		-	364
At 31 Dec 2015	9,842		12,421		15,020	32,224		183		2,597		35,127	107,414

Dividends per ordinary share at 31 December 2017 were $0.51 (2016: $0.51; 2015:$0.50).

At 31 December 2017, retained earnings included 326,843,840 ($2,542m) of treasury shares (2016: 325,499,152 ($2,499m); 2015: 67,881 ($1m)). The increase principally reflects the share buy-back initiative, with the purchase of 328.2m ordinary shares ($3,000m) all of which were cancelled during the year and used to reduce outstanding ordinary shares. In addition, treasury shares are held to fund employee share plans.


2	Other paid-in capital arises from the exercise and lapse of share options granted to employees of HSBC Holdings subsidiaries.



HSBC Holdings plc Annual Report and Accounts 2017	185

Notes on the Financial Statements



1	Basis of preparation and significant accounting policies


1.1	Basis of preparation


(a)	Compliance with International Financial Reporting Standards

The consolidated financial statements of HSBC and the separate financial statements of HSBC Holdings have been prepared in accordance with IFRSs as issued by the IASB, including interpretations issued by the IFRS Interpretations Committee, and as endorsed by the European Union ('EU'). At 31 December 2017, there were no unendorsed standards effective for the year ended 31 December 2017 affecting these consolidated and separate financial statements, and HSBC's application of IFRSs results in no differences between IFRSs as issued by the IASB and IFRSs as endorsed by the EU.

Standards adopted during the year ended 31 December 2017

HSBC has adopted the requirements of IFRS 9 'Financial Instruments' relating to the presentation of gains and losses on financial liabilities designated at fair value from 1 January 2017 in the consolidated financial statements. As a result, the effects of changes in those liabilities' credit risk is presented in other comprehensive income with the remaining effect presented in profit or loss. As permitted by the transitional requirements of IFRS 9, comparatives have not been restated. Adoption increased profit after tax by $2,024m and basic and diluted earnings per share by $0.10 with the opposite effect on other comprehensive income and no effect on net assets. These requirements were adopted in the separate financial statements of HSBC Holdings in 2016.

There were no other new standards applied in 2017. However, during 2017, HSBC adopted a number of interpretations and amendments to standards which had an insignificant effect on the consolidated financial statements of HSBC and the separate financial statements of HSBC Holdings.


(b)	Differences between IFRSs and Hong Kong Financial Reporting Standards

There are no significant differences between IFRSs and Hong Kong Financial Reporting Standards in terms of their application to HSBC, and consequently there would be no significant differences had the financial statements been prepared in accordance with Hong Kong Financial Reporting Standards. The Notes on the Financial Statements, taken together with the Report of the Directors, include the aggregate of all disclosures necessary to satisfy IFRSs and Hong Kong reporting requirements.


(c)	Future accounting developments

Minor amendments to IFRSs

The IASB has published a number of minor amendments to IFRSs which are effective from 1 January 2018 and 2019, some of which have been endorsed for use in the EU. HSBC expects they will have an insignificant effect, when adopted, on the consolidated financial statements of HSBC and the separate financial statements of HSBC Holdings. HSBC has not early adopted any of the amendments effective after 31 December 2017, except the requirements of IFRS 9 'Financial Instruments' relating to the presentation of gains and losses on financial liabilities designated at fair value which was adopted from 1 January 2017.

Major new IFRSs

The IASB has published IFRS 9 'Financial Instruments', IFRS 15 'Revenue from Contracts with Customers', IFRS 16 'Leases' and IFRS 17 'Insurance contracts'. IFRS 9 , IFRS 15 and IFRS 16 have been endorsed for use in the EU and IFRS 17 has not yet been endorsed.

IFRS 9 'Financial Instruments'

In July 2014, the IASB issued IFRS 9 'Financial Instruments', which is the comprehensive standard to replace IAS 39 'Financial Instruments: Recognition and Measurement', and includes requirements for classification and measurement of financial assets and liabilities, impairment of financial assets and hedge accounting.

Classification and measurement

The classification and measurement of financial assets will depend on how these are managed (the entity's business model) and their contractual cash flow characteristics. These factors determine whether the financial assets are measured at amortised cost, fair value through other comprehensive income ('FVOCI') or fair value through profit or loss ('FVPL'). The combined effect of the application of the business model and the contractual cash flow characteristics tests may result in some differences in the population of financial assets measured at amortised cost or fair value compared with IAS 39. In addition, on transition to IFRS 9 entities are required to revoke previous designations of financial assets and financial liabilities measured at fair value through profit or loss where the accounting mismatch no longer exists and are permitted to revoke such designations where accounting mismatches continue to exist.

Impairment

The impairment requirements apply to financial assets measured at amortised cost and FVOCI, lease receivables, and certain loan commitments and financial guarantee contracts. At initial recognition, an impairment allowance (or provision in the case of commitments and guarantees) is required for expected credit losses ('ECL') resulting from default events that are possible within the next 12 months ('12-month ECL'). In the event of a significant increase in credit risk, an allowance (or provision) is required for ECL resulting from all possible default events over the expected life of the financial instrument ('lifetime ECL'). Financial assets where 12-month ECL is recognised are in 'stage 1'; financial assets that are considered to have experienced a significant increase in credit risk are in 'stage 2'; and financial assets for which there is objective evidence of impairment, so are considered to be in default or otherwise credit impaired, are in 'stage 3'.

The assessment of credit risk and the estimation of ECL are required to be unbiased and probability-weighted, and should incorporate all available information relevant to the assessment, including information about past events, current conditions and reasonable and supportable forecasts of economic conditions at the reporting date. In addition, the estimation of ECL should take into account the time value of money. As a result, the recognition and measurement of impairment is intended to be more forward-looking than under IAS 39, and the resulting impairment charge may be more volatile. IFRS 9 may also result in an increase in the total level of impairment allowances, since all financial assets will be assessed for at least 12-month ECL and the population of financial assets to which lifetime ECL applies is likely to be larger than the population for which there is objective evidence of impairment in accordance with IAS 39.



186	HSBC Holdings plc Annual Report and Accounts 2017

Hedge accounting

The general hedge accounting requirements aim to simplify hedge accounting, creating a stronger link with risk management strategy and permitting hedge accounting to be applied to a greater variety of hedging instruments and risks. However, they do not explicitly address macro hedge accounting strategies, which are particularly important for banks. As a result, IFRS 9 includes an accounting policy choice to remain with IAS 39 hedge accounting.

Transitional impact

With the exception of the provisions relating to the presentation of gains and losses on financial liabilities designated at fair value, which were adopted from 1 January 2017, the requirements of IFRS 9 'Financial Instruments' will be adopted from 1 January 2018. IFRS 9 includes an accounting policy choice to continue IAS 39 hedge accounting, which HSBC has exercised, although it will implement the revised hedge accounting disclosures required by the related amendments to IFRS 7 'Financial Instruments: Disclosures'. The classification and measurement and impairment requirements are applied retrospectively by adjusting the opening balance sheet at the date of initial application, with no requirement to restate comparative periods. HSBC does not intend to restate comparatives. For the consolidated financial statements of HSBC, adoption is expected to reduce net assets at 1 January 2018 by $1.0bn, with the classification and measurement changes increasing net assets by $0.9bn and impairment reducing net assets by $2.2bn, net of deferred tax of $0.3bn. As a consequence, common equity tier 1 capital is expected to increase by $1.2bn, applying regulatory transitional arrangements, and by $0.2bn on a fully loaded basis. For the separate financial statements of HSBC Holdings, adoption is expected to increase net assets at 1 January 2018 by $0.9bn, net of deferred tax, as a result of classification and measurement changes. These estimates are based on accounting policies, assumptions, judgements and estimation techniques that remain subject to change until the Group finalises its financial statements for the year ending 31 December 2018.

IFRS 15 'Revenue from Contracts with Customers'

In May 2014, the IASB issued IFRS 15 'Revenue from Contracts with Customers' and it is effective for annual periods beginning on or after 1 January 2018. IFRS 15 provides a principles-based approach for revenue recognition, and introduces the concept of recognising revenue for performance obligations as they are satisfied. HSBC will adopt the standard on its mandatory effective date, and the standard will be applied on a retrospective basis, recognising the cumulative effect, if any, of initially applying the standard as an adjustment to the opening balance of retained earnings. HSBC has assessed the impact of IFRS 15 and expects that the standard will have no significant effect, when applied, on the consolidated financial statements of HSBC and the separate financial statements of HSBC Holdings.

IFRS 16 'Leases'

In January 2016, the IASB issued IFRS 16 'Leases' with an effective date for annual periods beginning on or after 1 January 2019. IFRS 16 results in lessees accounting for most leases within the scope of the standard in a manner similar to the way in which finance leases are currently accounted for under IAS 17 'Leases'. Lessees will recognise a 'right of use' asset and a corresponding financial liability on the balance sheet. The asset will be amortised over the length of the lease, and the financial liability measured at amortised cost. Lessor accounting remains substantially the same as under IAS 17. HSBC is currently assessing the impact of IFRS 16, and it is not practicable to quantify the effect at the date of the publication of these financial statements. Existing operating lease commitments are set out in Note 33.

IFRS 17 'Insurance contracts'

IFRS 17 'Insurance contracts' was issued in May 2017, and sets out the requirements that an entity should apply in accounting for insurance contracts it issues and reinsurance contracts it holds. IFRS 17 is effective from 1 January 2021, and HSBC is considering its impact.


(d)	Foreign currencies

HSBC's consolidated financial statements are presented in US dollars because the US dollar and currencies linked to it form the major currency bloc in which HSBC transacts and funds its business. The US dollar is also HSBC Holdings' functional currency because the US dollar and currencies linked to it are the most significant currencies relevant to the underlying transactions, events and conditions of its subsidiaries, as well as representing a significant proportion of its funds generated from financing activities.

Transactions in foreign currencies are recorded at the rate of exchange on the date of the transaction. Assets and liabilities denominated in foreign currencies are translated at the rate of exchange at the balance sheet date except non-monetary assets and liabilities measured at historical cost which are translated using the rate of exchange at the initial transaction date. Exchange differences are included in other comprehensive income or in the income statement depending on where the gain or loss on the underlying item is recognised.

In the consolidated financial statements, the assets, liabilities and results of foreign operations whose functional currency is not US dollars are translated into the Group's presentation currency at the reporting date. Exchange differences arising are recognised in other comprehensive income. On disposal of a foreign operation, exchange differences previously recognised in other comprehensive income are reclassified to the income statement.


(e)	Presentation of information

Certain disclosures required by IFRSs have been included in the audited sections of this Annual Report and Accounts as follows:


•	segmental disclosures are included in the 'Report of the Directors: Financial Review' on pages 32 to 62;


•	disclosures concerning the nature and extent of risks relating to insurance contracts and financial instruments are included in the 'Report of the Directors: Risk' on pages 63 to 116;


•	capital disclosures are included in the 'Report of the Directors: Capital' on pages 117 to 120; and


•	disclosures relating to HSBC's securitisation activities and structured products are included in the 'Report of the Directors: Risk' on pages 63 to 116.

In accordance with its policy to provide disclosures that help investors and other stakeholders understand the Group's performance, financial position and changes to them, the information provided in the Notes on the Financial Statements and the Report of the Directors goes beyond the minimum levels required by accounting standards, statutory and regulatory requirements and listing rules. In addition, HSBC follows the UK Finance Disclosure Code ('the UKF Disclosure Code'). The UKF Disclosure Code aims to increase the quality and comparability of UK banks' disclosures and sets out five disclosure principles together with supporting guidance agreed in 2010. In line with the principles of the UKF Disclosure Code, HSBC assesses good practice recommendations issued from time to time by relevant



HSBC Holdings plc Annual Report and Accounts 2017	187

Notes on the Financial Statements

regulators and standard setters, and will assess the applicability and relevance of such guidance, enhancing disclosures where appropriate.


(f)	Critical accounting estimates and judgements

The preparation of financial information requires the use of estimates and judgements about future conditions. In view of the inherent uncertainties and the high level of subjectivity involved in the recognition or measurement of items highlighted as the critical accounting estimates and judgements in section 1.2 below, it is possible that the outcomes in the next financial year could differ from those on which management's estimates are based. This could result in materially different estimates and judgements from those reached by management for the purposes of these financial statements. Management's selection of HSBC's accounting policies which contain critical estimates and judgements reflects the materiality of the items to which the policies are applied and the high degree of judgement and estimation uncertainty involved.


(g)	Segmental analysis

HSBC's chief operating decision-maker is the Group Chief Executive, supported by the rest of the Group Management Board ('GMB'), which operates as a general management committee under the direct authority of the Board. Operating segments are reported in a manner consistent with the internal reporting provided to the Group Chief Executive and the GMB.

Measurement of segmental assets, liabilities, income and expenses is in accordance with the Group's accounting policies. Segmental income and expenses include transfers between segments, and these transfers are conducted at arm's length. Shared costs are included in segments on the basis of the actual recharges made.


(h)	Going concern

The financial statements are prepared on a going concern basis, as the Directors are satisfied that the Group and parent company have the resources to continue in business for the foreseeable future. In making this assessment, the Directors have considered a wide range of information relating to present and future conditions, including future projections of profitability, cash flows and capital resources.


1.2	Summary of significant accounting policies


(a)	Consolidation and related policies

Investments in subsidiaries

Where an entity is governed by voting rights, HSBC consolidates when it holds, directly or indirectly, the necessary voting rights to pass resolutions by the governing body. In all other cases, the assessment of control is more complex and requires judgement of other factors, including having exposure to variability of returns, power to direct relevant activities and whether power is held as agent or principal.

Business combinations are accounted for using the acquisition method. The amount of non-controlling interest is measured either at fair value or at the non-controlling interest's proportionate share of the acquiree's identifiable net assets. This election is made for each business combination.

HSBC Holdings' investments in subsidiaries are stated at cost less impairment losses.

Goodwill

Goodwill is allocated to cash-generating units ('CGUs') for the purpose of impairment testing, which is undertaken at the lowest level at which goodwill is monitored for internal management purposes. HSBC's CGUs are based on geographical regions subdivided by global business, except for Global Banking and Markets, for which goodwill is monitored on a global basis.

Impairment testing is performed at least once a year, or whenever there is an indication of impairment, by comparing the recoverable amount of a CGU with its carrying amount.

Goodwill is included in a disposal group if the disposal group is a CGU to which goodwill has been allocated or it is an operation within such a CGU. The amount of goodwill included in a disposal group is measured on the basis of the relative values of the operation disposed of and the portion of the CGU retained.

Critical accounting estimates and judgements

The review of goodwill for impairment reflects management's best estimate of the future cash flows of the CGUs and the rates used to discount these cash flows, both of which are subject to uncertain factors as follows:

•

The future cash flows of the CGUs are sensitive to the cash flows projected for the periods for which detailed forecasts are available and to assumptions regarding the long-term pattern of sustainable cash flows thereafter. Forecasts are compared with actual performance and verifiable economic data, but they reflect management's view of future business prospects at the time of the assessment.

•

The rates used to discount future expected cash flows can have a significant effect on their valuation, and are based on the costs of capital assigned to individual CGUs. The cost of capital percentage is generally derived from a capital asset pricing model, which incorporates inputs reflecting a number of financial and economic variables, including the risk-free interest rate in the country concerned and a premium for the risk of the business being evaluated. These variables are subject to fluctuations in external market rates and economic conditions beyond management's control. They are therefore subject to uncertainty and require the exercise of significant judgement.

The accuracy of forecast cash flows is subject to a high degree of uncertainty in volatile market conditions. In such circumstances, management retests goodwill for impairment more frequently than once a year when indicators of impairment exist. This ensures that the assumptions on which the cash flow forecasts are based continue to reflect current market conditions and management's best estimate of future business prospects.

HSBC sponsored structured entities

HSBC is considered to sponsor another entity if, in addition to ongoing involvement with the entity, it had a key role in establishing that entity or in bringing together relevant counterparties so the transaction that is the purpose of the entity could occur. HSBC is generally not considered a sponsor if the only involvement with the entity is merely administrative.

Interests in associates and joint arrangements

Joint arrangements are investments in which HSBC, together with one or more parties, has joint control. Depending on HSBC's rights and obligations, the joint arrangement is classified as either a joint operation or a joint venture. HSBC classifies investments in entities over which it has significant influence, and that are neither subsidiaries nor joint arrangements, as associates.

HSBC recognises its share of the assets, liabilities and results in a joint operation. Investments in associates and interests in joint ventures are recognised using the equity method. The attributable share of the results and reserves of joint ventures and associates are



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included in the consolidated financial statements of HSBC based on either financial statements made up to 31 December or pro-rated amounts adjusted for any material transactions or events occurring between the date the financial statements are available and31 December.

Investments in associates and joint ventures are assessed at each reporting date and tested for impairment when there is an indication that the investment may be impaired. Goodwill on acquisitions of interests in joint ventures and associates is not tested separately for impairment, but is assessed as part of the carrying amount of the investment.

Critical accounting estimates and judgements

Impairment testing of investments in associates involves significant judgement in determining the value in use, and in particular estimating the present values of cash flows expected to arise from continuing to hold the investment. The most significant judgements relate to the impairment testing of our investment in Bank of Communications Co., Limited ('BoCom'). Key assumptions used in estimating BoCom's value in use, the sensitivity of the value in use calculation to different assumptions and a sensitivity analysis that shows the changes in key assumptions that would reduce the excess of value in use over the carrying amount (the 'headroom') to nil are described in Note 17.


(b)	Income and expense

Operating income

Interest income and expense

Interest income and expense for all financial instruments, excluding those classified as held for trading or designated at fair value are recognised in 'Interest income' and 'Interest expense' in the income statement using the effective interest method. However, as an exception to this, interest on debt securities issued by HSBC that are designated under the fair value option and derivatives managed in conjunction with those debt securities are included in interest expense.

Interest on impaired financial assets is recognised using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss.

Non-interest income and expense

Fee income is earned from a diverse range of services provided by HSBC to its customers. Fee income is accounted for as follows:


•	Income earned on the execution of a significant act is recognised as revenue when the act is completed (for example, fees arising from negotiating a transaction, such as the acquisition of shares, for a third party); and


•	Income earned from the provision of services is recognised as revenue as the services are provided (for example, asset management services).

Net trading income comprises all gains and losses from changes in the fair value of financial assets and financial liabilities held for trading, together with the related interest income, expense and dividends.

Dividend income is recognised when the right to receive payment is established. This is the ex-dividend date for listed equity securities, and usually the date when shareholders approve the dividend for unlisted equity securities.

'Net income/(expense) from financial instruments designated at fair value' includes all gains and losses from changes in the fair value of financial assets and liabilities designated at fair value through profit or loss, including derivatives that are managed in conjunction with those financial assets and liabilities, and liabilities under investment contracts. Interest income, interest expense and dividend income in respect of those financial instruments are also included, except for interest arising from debt securities issued by HSBC and derivatives managed in conjunction with those debt securities, which is recognised in 'Interest expense'.

The accounting policies for insurance premium income are disclosed in Note 1.2(f).


(c)	Valuation of financial instruments

All financial instruments are initially recognised at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of a financial instrument on initial recognition is generally its transaction price (that is, the fair value of the consideration given or received). However, if there is a difference between the transaction price and the fair value of financial instruments whose fair value is based on a quoted price in an active market or a valuation technique that uses only data from observable markets, HSBC recognises the difference as a trading gain or loss at inception (a 'day 1 gain or loss'). In all other cases, the entire day 1 gain or loss is deferred and recognised in the income statement over the life of the transaction either until the transaction matures or is closed out, the valuation inputs become observable or HSBC enters into an offsetting transaction.

The fair value of financial instruments is generally measured on an individual basis. However, in cases where HSBC manages a group of financial assets and liabilities according to its net market or credit risk exposure, the fair value of the group of financial instruments is measured on a net basis but the underlying financial assets and liabilities are presented separately in the financial statements, unless they satisfy the IFRS offsetting criteria.

Critical accounting estimates and judgements

The majority of valuation techniques employ only observable market data. However, certain financial instruments are valued on the basis of valuation techniques that feature one or more significant market inputs that are unobservable, and for them the measurement of fair value is more judgemental. An instrument in its entirety is classified as valued using significant unobservable inputs if, in the opinion of management, a significant proportion of the instrument's inception profit or greater than 5% of the instrument's valuation is driven by unobservable inputs. 'Unobservable' in this context means that there is little or no current market data available from which to determine the price at which an arm's length transaction would be likely to occur. It generally does not mean that there is no data available at all upon which to base a determination of fair value (consensus pricing data may, for example, be used).


(d)	Financial instruments measured at amortised cost

Loans and advances to banks and customers, held-to-maturity investments and most financial liabilities are measured at amortised cost. The carrying value of these financial assets at initial recognition includes any directly attributable transactions costs. If the initial fair value is lower than the cash amount advanced, such as in the case of some leveraged finance and syndicated lending activities, the difference is deferred and recognised over the life of the loan (as described in sub-section (c) above) through the recognition of interest income, unless the loan becomes impaired.



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Notes on the Financial Statements

HSBC may commit to underwriting loans on fixed contractual terms for specified periods of time. When the loan arising from the lending commitment is expected to be held for trading, the commitment to lend is recorded as a derivative. When HSBC intends to hold the loan, a provision on the loan commitment is only recorded where it is probable that HSBC will incur a loss.

Impairment of loans and advances

Losses for impaired loans are recognised when there is objective evidence that impairment of a loan or portfolio of loans has occurred. Losses which may arise from future events are not recognised.

Individually assessed loans and advances

The factors considered in determining whether a loan is individually significant for the purposes of assessing impairment include the size of the loan, the number of loans in the portfolio, the importance of the individual loan relationship and how this is managed. Loans that are determined to be individually significant will be individually assessed for impairment, except when volumes of defaults and losses are sufficient to justify treatment under a collective methodology.

Loans considered as individually significant are typically to corporate and commercial customers, are for larger amounts and are managed on an individual basis. For these loans, HSBC considers on a case-by-case basis at each balance sheet date whether there is any objective evidence that a loan is impaired.

The determination of the realisable value of security is based on the most recently updated market value at the time the impairment assessment is performed. The value is not adjusted for expected future changes in market prices, though adjustments are made to reflect local conditions such as forced sale discounts.

Impairment losses are calculated by discounting the expected future cash flows of a loan, which include expected future receipts of contractual interest, at the loan's original effective interest rate or an approximation thereof, and comparing the resultant present value with the loan's current carrying amount.

Collectively assessed loans and advances

Impairment is assessed collectively to cover losses which have been incurred but have not yet been identified on loans subject to individual assessment or for homogeneous groups of loans that are not considered individually significant, which are generally retail lending portfolios.

Incurred but not yet identified impairment

Individually assessed loans for which no evidence of impairment has been specifically identified on an individual basis are grouped together according to their credit risk characteristics for a collective impairment assessment. This assessment captures impairment losses that HSBC has incurred as a result of events occurring before the balance sheet date that HSBC is not able to identify on an individual loan basis, and that can be reliably estimated. When information becomes available that identifies losses on individual loans within a group, those loans are removed from the group and assessed individually.

Homogeneous groups of loans and advances

Statistical methods are used to determine collective impairment losses for homogeneous groups of loans not considered individually significant. The methods used to calculate collective allowances are set out below:

•

When appropriate empirical information is available, HSBC utilises roll-rate methodology, which employs statistical analyses of historical data and experience of delinquency and default to reliably estimate the amount of the loans that will eventually be written off as a result of events occurring before the balance sheet date. Individual loans are grouped using ranges of past due days, and statistical estimates are made of the likelihood that loans in each range will progress through the various stages of delinquency and become irrecoverable. Additionally, individual loans are segmented based on their credit characteristics, such as industry sector, loan grade or product. In applying this methodology, adjustments are made to estimate the periods of time between a loss event occurring, for example because of a missed payment, and its confirmation through write-off (known as the loss identification period). Current economic conditions are also evaluated when calculating the appropriate level of allowance required to cover inherent loss. In certain highly developed markets, models also take into account behavioural and account management trends as revealed in, for example, bankruptcy and rescheduling statistics.

•

When the portfolio size is small or when information is insufficient or not reliable enough to adopt a roll-rate methodology, HSBC adopts a basic formulaic approach based on historical loss rate experience, or a discounted cash flow model. Where a basic formulaic approach is undertaken, the period between a loss event occurring and its identification is estimated by local management, and is typically between six and 12 months.

Write-off of loans and advances

Loans and the related impairment allowance accounts are normally written off, either partially or in full, when there is no realistic prospect of recovery. Where loans are secured, this is generally after receipt of any proceeds from the realisation of security. In circumstances where the net realisable value of any collateral has been determined and there is no reasonable expectation of further recovery, write-off may be earlier.

Reversals of impairment

If the amount of an impairment loss decreases in a subsequent period, and the decrease can be related objectively to an event occurring after the impairment was recognised, the excess is written back by reducing the loan impairment allowance account accordingly. The write-back is recognised in the income statement.

Assets acquired in exchange for loans

When non-financial assets acquired in exchange for loans as part of an orderly realisation are held for sale, these assets are recorded as 'Assets held for sale.'

Renegotiated loans

Loans subject to collective impairment assessment whose terms have been renegotiated are no longer considered past due, but are treated as up-to-date loans for measurement purposes once a minimum number of required payments has been received. Where collectively assessed loan portfolios include significant levels of renegotiated loans, these loans are segregated from other parts of the loan portfolio for the purposes of collective impairment assessment to reflect their risk profile. Loans subject to individual impairment



190	HSBC Holdings plc Annual Report and Accounts 2017

assessment, whose terms have been renegotiated, are subject to ongoing review to determine whether they remain impaired. The carrying amounts of loans that have been classified as renegotiated retain this classification until maturity or derecognition.

A loan that is renegotiated is derecognised if the existing agreement is cancelled and a new agreement made on substantially different terms or if the terms of an existing agreement are modified such that the renegotiated loan is substantially a different financial instrument. Any new loans that arise following derecognition events will continue to be disclosed as renegotiated loans and are assessed for impairment as above.

Critical accounting estimates and judgements

Loan impairment allowances represent management's best estimate of losses incurred in the loan portfolios at the balance sheet date. Management is required to exercise judgement in making assumptions and estimates when calculating loan impairment allowances on both individually and collectively assessed loans and advances.

Collective impairment allowances are subject to estimation uncertainty, in part because it is not practicable to identify losses on an individual loan basis due to the large number of individually insignificant loans in the portfolio. The estimation methods include the use of statistical analyses of historical information, supplemented with significant management judgement, to assess whether current economic and credit conditions are such that the actual level of incurred losses is likely to be greater or less than historical experience. Where changes in economic, regulatory or behavioural conditions result in the most recent trends in portfolio risk factors being not fully reflected in the statistical models, risk factors are taken into account by adjusting the impairment allowances derived solely from historical loss experience.

Risk factors include loan portfolio growth, product mix, unemployment rates, bankruptcy trends, geographical concentrations, loan product features, economic conditions such as national and local trends in housing markets, the level of interest rates, portfolio seasoning, account management policies and practices, changes in laws and regulations, and other influences on customer payment patterns. Different factors are applied in different regions and countries to reflect local economic conditions, laws and regulations. The methodology and the assumptions used in calculating impairment losses are reviewed regularly in the light of differences between loss estimates and actual loss experience. For example, roll rates, loss rates and the expected timing of future recoveries are regularly benchmarked against actual outcomes to ensure they remain appropriate.

For individually assessed loans, judgement is required in determining whether there is objective evidence that a loss event has occurred and, if so, the measurement of the impairment allowance. In determining whether there is objective evidence that a loss event has occurred, judgement is exercised in evaluating all relevant information on indicators of impairment, including the consideration of whether payments are contractually past due and the consideration of other factors indicating deterioration in the financial condition and outlook of borrowers, affecting their ability to pay.

A higher level of judgement is required for loans to borrowers showing signs of financial difficulty in market sectors experiencing economic stress, particularly where the likelihood of repayment is affected by the prospects for refinancing or the sale of a specified asset. For those loans where objective evidence of impairment exists, management determines the size of the allowance required based on a range of factors such as the realisable value of security, the likely dividend available on liquidation or bankruptcy, the viability of the customer's business model and the capacity to trade successfully out of financial difficulties and generate sufficient cash flow to service debt obligations.

HSBC might provide loan forbearance to borrowers experiencing financial difficulties by agreeing to modify the contractual payment terms of loans in order to improve the management of customer relationships, maximise collection opportunities or avoid default or repossession. Where forbearance activities are significant, higher levels of judgement and estimation uncertainty are involved in determining their effects on loan impairment allowances. Judgements are involved in differentiating the credit risk characteristics of forbearance cases, including those which return to performing status following renegotiation. Where collectively assessed loan portfolios include significant levels of loan forbearance, portfolios are segmented to reflect the different credit risk characteristics of forbearance cases, and estimates are made of the incurred losses inherent within each forbearance portfolio segment.

The exercise of judgement requires the use of assumptions which are highly subjective and very sensitive to the risk factors, in particular to changes in economic and credit conditions across a large number of geographical areas. Many of the factors have a high degree of interdependency and there is no single factor to which our loan impairment allowances as a whole are sensitive.

Non-trading reverse repurchase, repurchase and similar agreements

When debt securities are sold subject to a commitment to repurchase them at a predetermined price ('repos'), they remain on the balance sheet and a liability is recorded in respect of the consideration received. Securities purchased under commitments to resell ('reverse repos') are not recognised on the balance sheet and an asset is recorded in respect of the initial consideration paid. Non-trading repos and reverse repos are measured at amortised cost. The difference between the sale and repurchase price or between the purchase and resale price is treated as interest and recognised in net interest income over the life of the agreement.

Contracts that are economically equivalent to reverse repurchase or repurchase agreements (such as sales or purchases of debt securities entered into together with total return swaps with the same counterparty) are accounted for similarly to, and presented together with, reverse repurchase or repurchase agreements.


(e)	Financial instruments measured at fair value

Available-for-sale financial assets

Available-for-sale financial assets are recognised on the trade date when HSBC enters into contractual arrangements to purchase them, and are normally derecognised when they are either sold or redeemed. They are subsequently remeasured at fair value, and changes therein are recognised in other comprehensive income until the assets are either sold or become impaired. Upon disposal, the cumulative gains or losses in other comprehensive income are recognised in the income statement as 'Gains less losses from financial investments'.

Impairment of available-for-sale financial assets

Available-for-sale financial assets are assessed at each balance sheet date for objective evidence of impairment. Impairment losses are recognised in the income statement within 'Loan impairment charges and other credit risk provisions' for debt instruments and within 'Gains less losses from financial investments' for equities.

Available-for-sale debt securities

In assessing objective evidence of impairment at the reporting date, HSBC considers all available evidence, including observable data or information about events specifically relating to the securities which may result in a shortfall in the recovery of future cash flows. A subsequent decline in the fair value of the instrument is recognised in the income statement when there is objective evidence of impairment as a result of decreases in the estimated future cash flows. Where there is no further objective evidence of impairment, the decline in the fair value of the financial asset is recognised in other comprehensive income. If the fair value of a debt security increases in a subsequent period, and the increase can be objectively related to an event occurring after the impairment loss was recognised in the income statement, or the instrument is no longer impaired, the impairment loss is reversed through the income statement.

Available-for-sale equity securities

A significant or prolonged decline in the fair value of the equity below its cost is objective evidence of impairment. In assessing whether it is significant, the decline in fair value is evaluated against the original cost of the asset at initial recognition. In assessing whether it is



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Notes on the Financial Statements

prolonged, the decline is evaluated against the continuous period in which the fair value of the asset has been below its original cost at initial recognition.

All subsequent increases in the fair value of the instrument are treated as a revaluation and are recognised in other comprehensive income. Subsequent decreases in the fair value of the available-for-sale equity security are recognised in the income statement to the extent that further cumulative impairment losses have been incurred. Impairment losses recognised on the equity security are not reversed through the income statement.

Financial instruments designated at fair value

Financial instruments, other than those held for trading, are classified in this category if they meet one or more of the criteria set out below, and are so designated irrevocably at inception:


•	the use of the designation removes or significantly reduces an accounting mismatch;


•	when a group of financial assets, liabilities or both is managed and its performance is evaluated on a fair value basis, in accordance with a documented risk management or investment strategy; and


•	where financial instruments contain one or more non-closely related embedded derivatives.

Designated financial assets are recognised when HSBC enters into contracts with counterparties, which is generally on trade date, and are normally derecognised when the rights to the cash flows expire or are transferred. Designated financial liabilities are recognised when HSBC enters into contracts with counterparties, which is generally on settlement date, and are normally derecognised when extinguished. Subsequent changes in fair values are recognised in the income statement in 'Net income/(expense) from financial instruments designated at fair value'.

Under this criterion, the main classes of financial instruments designated by HSBC are:

Long-term debt issues

The interest and/or foreign exchange exposure on certain fixed rate debt securities issued has been matched with the interest and/or foreign exchange exposure on certain swaps as part of a documented risk management strategy.

Financial assets and financial liabilities under unit-linked and non-linked investment contracts

A contract under which HSBC does not accept significant insurance risk from another party is not classified as an insurance contract, other than investment contracts with discretionary participation features ('DPF'), but is accounted for as a financial liability. See Note 1.2(f) for investment contracts with DPF and contracts where HSBC accepts significant insurance risk. Customer liabilities under linked and certain non-linked investment contracts issued by insurance subsidiaries and the corresponding financial assets are designated at fair value. Liabilities are at least equivalent to the surrender or transfer value which is calculated by reference to the value of the relevant underlying funds or indices. Premiums receivable and amounts withdrawn are accounted for as increases or decreases in the liability recorded in respect of investment contracts. The incremental costs directly related to the acquisition of new investment contracts or renewing existing investment contracts are deferred and amortised over the period during which the investment management services are provided.

Derivatives

Derivatives are financial instruments that derive their value from the price of underlying items such as equities, interest rates or other indices. Derivatives are recognised initially and are subsequently measured at fair value, with changes in fair value generally recorded in the income statement. Derivatives are classified as assets when their fair value is positive or as liabilities when their fair value is negative; this includes embedded derivatives which are bifurcated from the host contract when they meet the definition of a derivative on a stand-alone basis and are required by IFRSs to be accounted for separately from the host contract.

Gains and losses from changes in the fair value of derivatives that do not qualify for hedge accounting are reported in 'Net trading income'. Gains and losses on derivatives managed in conjunction with financial instruments designated at fair value are reported in 'Net income from financial instruments designated at fair value' together with the gains and losses on the economically hedged items. Where the derivatives are managed with debt securities issued by HSBC that are designated at fair value, the contractual interest is shown in 'Interest expense' together with the interest payable on the issued debt.

Hedge accounting

When derivatives are not part of fair value designated relationships, if held for risk management purposes they are designated in hedge accounting relationships where the required criteria for documentation and hedge effectiveness are met. HSBC uses these derivatives or, where allowed, other non-derivative hedging instruments in fair value hedges, cash flow hedges or hedges of net investments in foreign operations as appropriate to the risk being hedged.

Fair value hedge

Fair value hedge accounting does not change the recording of gains and losses on derivatives and other hedging instruments, but results in recognising changes in the fair value of the hedged assets or liabilities attributable to the hedged risk that would not otherwise be recognised in the income statement. If a hedge relationship no longer meets the criteria for hedge accounting, hedge accounting is discontinued; the cumulative adjustment to the carrying amount of the hedged item is amortised to the income statement on a recalculated effective interest rate, unless the hedged item has been derecognised, in which case it is recognised in the income statement immediately.

Cash flow hedge

The effective portion of gains and losses on hedging instruments is recognised in other comprehensive income; the ineffective portionof the change in fair value of derivative hedging instruments that are part of a cash flow hedge relationship is recognised immediatelyin the income statement within 'Net trading income'. The accumulated gains and losses recognised in other comprehensive incomeare reclassified to the income statement in the same periods in which the hedged item affects profit or loss. In hedges of forecast transactions that result in recognition of a non-financial asset or liability, previous gains and losses recognised in other comprehensive income are included in the initial measurement of the asset or liability. When a hedge relationship is discontinued, or partially discontinued, any cumulative gain or loss recognised in other comprehensive income remains in equity until the forecast transaction is recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss previously recognised in other comprehensive income is immediately reclassified to the income statement.



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Net investment hedge

Hedges of net investments in foreign operations are accounted for in a similar way to cash flow hedges. The effective portion of gains and losses on the hedging instrument is recognised in other comprehensive income; other gains and losses are recognised immediately in the income statement. Gains and losses previously recognised in other comprehensive income are reclassified to the income statement on the disposal, or part disposal, of the foreign operation.

Derivatives that do not qualify for hedge accounting

Non-qualifying hedges are derivatives entered into as economic hedges of assets and liabilities for which hedge accounting was not applied.


(f)	Insurance contracts

A contract is classified as an insurance contract where HSBC accepts significant insurance risk from another party by agreeing to compensate that party on the occurrence of a specified uncertain future event. An insurance contract may also transfer financial risk, but is accounted for as an insurance contract if the insurance risk is significant. In addition, HSBC issues investment contracts with DPF which are also accounted for as insurance contracts as required by IFRS 4 'Insurance Contracts'.

Net insurance premium income

Premiums for life insurance contracts are accounted for when receivable, except in unit-linked insurance contracts where premiums are accounted for when liabilities are established.

Reinsurance premiums are accounted for in the same accounting period as the premiums for the direct insurance contracts to which they relate.

Net insurance claims and benefits paid and movements in liabilities to policyholders

Gross insurance claims for life insurance contracts reflect the total cost of claims arising during the year, including claim handling costs and any policyholder bonuses allocated in anticipation of a bonus declaration.

Maturity claims are recognised when due for payment. Surrenders are recognised when paid or at an earlier date on which, following notification, the policy ceases to be included within the calculation of the related insurance liabilities. Death claims are recognised when notified.

Reinsurance recoveries are accounted for in the same period as the related claim.

Liabilities under insurance contracts

Liabilities under non-linked life insurance contracts are calculated by each life insurance operation based on local actuarial principles. Liabilities under unit-linked life insurance contracts are at least equivalent to the surrender or transfer value, which is calculated by reference to the value of the relevant underlying funds or indices.

Future profit participation on insurance contracts with DPF

Where contracts provide discretionary profit participation benefits to policyholders, liabilities for these contracts include provisions for the future discretionary benefits to policyholders. These provisions reflect the actual performance of the investment portfolio to date and management's expectation of the future performance of the assets backing the contracts, as well as other experience factors such as mortality, lapses and operational efficiency, where appropriate. The benefits to policyholders may be determined by the contractual terms, regulation, or past distribution policy.

Investment contracts with DPF

While investment contracts with DPF are financial instruments, they continue to be treated as insurance contracts as required by IFRS 4. The Group therefore recognises the premiums for these contracts as revenue and recognises as an expense the resulting increase in the carrying amount of the liability.

In the case of net unrealised investment gains on these contracts, whose discretionary benefits principally reflect the actual performance of the investment portfolio, the corresponding increase in the liabilities is recognised in either the income statement or other comprehensive income, following the treatment of the unrealised gains on the relevant assets. In the case of net unrealised losses, a deferred participating asset is recognised only to the extent that its recoverability is highly probable. Movements in the liabilities arising from realised gains and losses on relevant assets are recognised in the income statement.

Present value of in-force long-term insurance business

HSBC recognises the value placed on insurance contracts and investment contracts with DPF, which are classified as long-term and in-force at the balance sheet date, as an asset. The asset represents the present value of the equity holders' interest in the issuing insurance companies' profits expected to emerge from these contracts written at the balance sheet date. The present value of in-force business ('PVIF') is determined by discounting those expected future profits using appropriate assumptions in assessing factors such as future mortality, lapse rates and levels of expenses, and a risk discount rate that reflects the risk premium attributable to the respective contracts. The PVIF incorporates allowances for both non-market risk and the value of financial options and guarantees. The PVIF asset is presented gross of attributable tax in the balance sheet and movements in the PVIF asset are included in 'Other operating income' on a gross of tax basis.


(g)	Employee compensation and benefits

Share-based payments

HSBC enters into both equity-settled and cash-settled share-based payment arrangements with its employees as compensation for services provided by employees.

The vesting period for these schemes may commence before the grant date if the employees have started to render services in respect of the award before the grant date. Expenses are recognised when the employee starts to render service to which the award relates.

Cancellations result from the failure to meet a non-vesting condition during the vesting period, and are treated as an acceleration of vesting recognised immediately in the income statement. Failure to meet a vesting condition by the employee is not treated as a cancellation, and the amount of expense recognised for the award is adjusted to reflect the number of awards expected to vest.



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Notes on the Financial Statements

Post-employment benefit plans

HSBC operates a number of pension schemes including defined benefit and defined contribution, and post-employment benefit schemes.

Payments to defined contribution schemes are charged as an expense as the employees render service.

Defined benefit pension obligations are calculated using the projected unit credit method. The net charge to the income statement mainly comprises the service cost and the net interest on the net defined benefit asset or liability, and is presented in operating expenses.

Remeasurements of the net defined benefit asset or liability, which comprise actuarial gains and losses, return on plan assets excluding interest and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in other comprehensive income. The net defined benefit asset or liability represents the present value of defined benefit obligations reduced by the fair value of plan assets, after applying the asset ceiling test, where the net defined benefit surplus is limited to the present value of available refunds and reductions in future contributions to the plan.

The cost of obligations arising from other post-employment plans are accounted for on the same basis as defined benefit pension plans.


(h)	Tax

Income tax comprises current tax and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised in other comprehensive income or directly in equity, in which case the tax is recognised in the same statement as the related item appears.

Current tax is the tax expected to be payable on the taxable profit for the year and on any adjustment to tax payable in respect of previous years. HSBC provides for potential current tax liabilities that may arise on the basis of the amounts expected to be paid to the tax authorities.

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the balance sheet, and the amounts attributed to such assets and liabilities for tax purposes. Deferred tax is calculated using the tax rates expected to apply in the periods in which the assets will be realised or the liabilities settled.

Current and deferred tax are calculated based on tax rates and laws enacted, or substantively enacted, by the balance sheet date.

Critical accounting estimates and judgements

The recognition of a deferred tax asset relies on an assessment of the probability and sufficiency of future taxable profits, future reversals of existing taxable temporary differences and ongoing tax planning strategies. In the absence of a history of taxable profits, the most significant judgements relate to expected future profitability and to the applicability of tax planning strategies, including corporate reorganisations.


(i)	Provisions, contingent liabilities and guarantees

Provisions

Provisions are recognised when it is probable that an outflow of economic benefits will be required to settle a present legal or constructive obligation that has arisen as a result of past events and for which a reliable estimate can be made.

Critical accounting estimates and judgements

Judgement is involved in determining whether a present obligation exists and in estimating the probability, timing and amount of any outflows. Professional expert advice is taken on the assessment of litigation, property (including onerous contracts) and similar obligations. Provisions for legal proceedings and regulatory matters typically require a higher degree of judgement than other types of provisions. When matters are at an early stage, accounting judgements can be difficult because of the high degree of uncertainty associated with determining whether a present obligation exists, and estimating the probability and amount of any outflows that may arise. As matters progress, management and legal advisers evaluate on an ongoing basis whether provisions should be recognised, revising previous judgements and estimates as appropriate. At more advanced stages, it is typically easier to make judgements and estimates around a better defined set of possible outcomes. However, the amount provisioned can remain very sensitive to the assumptions used. There could be a wide range of possible outcomes for any pending legal proceedings, investigations or inquiries. As a result, it is often not practicable to quantify a range of possible outcomes for individual matters. It is also not practicable to meaningfully quantify ranges of potential outcomes in aggregate for these types of provisions because of the diverse nature and circumstances of such matters and the wide range of uncertainties involved. Provisions for customer remediation also require significant levels of estimation and judgement. The amounts of provisions recognised depend on a number of different assumptions, such as the volume of inbound complaints, the projected period of inbound complaint volumes, the decay rate of complaint volumes, the population identified as systemically mis-sold and the number of policies per customer complaint.

Contingent liabilities, contractual commitments and guarantees

Contingent liabilities

Contingent liabilities, which include certain guarantees and letters of credit pledged as collateral security, and contingent liabilities related to legal proceedings or regulatory matters, are not recognised in the financial statements but are disclosed unless the probability of settlement is remote.

Financial guarantee contracts

Liabilities under financial guarantee contracts which are not classified as insurance contracts are recorded initially at their fair value, which is generally the fee received or present value of the fee receivable.

HSBC Holdings has issued financial guarantees and similar contracts to other Group entities. HSBC elects to account for certain guarantees as insurance contracts in HSBC Holdings' financial statements, in which case they are measured and recognised as insurance liabilities. This election is made on a contract-by-contract basis, and is irrevocable.



194	HSBC Holdings plc Annual Report and Accounts 2017



2	Net income/(expense) from financial instruments designated at fair value



		2017		2016		2015
	Footnote	$m		$m		$m
Net income/(expense) arising on:
Financial assets
Financial assets held to meet liabilities under insurance and investment contracts		3,211		1,480		531
Other financial assets designated at fair value		198		90		89
Derivatives managed with other financial assets designated at fair value		(9	)	(43	)	13
		3,400		1,527		633
Financial liabilities
Liabilities to customers under investment contracts		(375	)	(218	)	34
HSBC's long-term debt issued and related derivatives		672		(3,975	)	863
- changes in own credit spread on long-term debt	1	-		(1,792	)	1,002
- derivatives managed in conjunction with HSBC's issued debt securities		(273	)	(1,367	)	(1,997	)
- other changes in fair value		945		(816	)	1,858
Other financial liabilities designated at fair value		1		(6	)	3
Derivatives managed with other financial liabilities designated at fair value		-		6		(1	)
		298		(4,193	)	899
Year ended 31 Dec		3,698		(2,666	)	1,532

From 1 January 2017, HSBC Holdings plc adopted, in its consolidated financial statements, the requirements of IFRS 9 'Financial Instruments' relating to the presentation of gains and losses on financial liabilities designated at fair value. As a result, changes in fair value attributable to changes in own credit risk are presented in other comprehensive income with the remaining effect presented in profit or loss.

HSBC Holdings



Net income/(expense) arising on HSBC Holdings' long-term debt issued and related derivatives
		2017		2016		2015
	Footnote	$m		$m		$m
Net income/(expense) arising on:
Financial assets:		211		-		-
- other financial assets designated at fair value		161		-		-
- derivatives managed with other financial assets designated at fair value		50		-		-
Financial liabilities		103		(49	)	276
- changes in own credit spread on long-term debt	1	-		-		348
- derivatives managed in conjunction with HSBC Holdings issued debt securities		292		(642	)	(927	)
- other changes in fair value		(189	)	593		855
Year ended 31 Dec		314		(49	)	276

From 1 January 2016, HSBC Holdings plc adopted, in its separate financial statements, the requirements of IFRS 9 'Financial Instruments' relating to the presentation of gains and losses on financial liabilities designated at fair value. As a result, changes in fair value attributable to changes in own credit risk are presented in other comprehensive income with the remaining effect presented in profit or loss.



3	Insurance business



Net insurance premium income
	Non-linked insurance		Linked life insurance		Investment contracts with DPF1	Total
	$m		$m		$m	$m
Gross insurance premium income	8,424		351		2,027	10,802
Reinsurers' share of gross insurance premium income	(1,016	)	(7	)	-	(1,023	)
Year ended 31 Dec 2017	7,408		344		2,027	9,779

Gross insurance premium income	8,036		675		1,877	10,588
Reinsurers' share of gross insurance premium income	(629	)	(8	)	-	(637	)
Year ended 31 Dec 2016	7,407		667		1,877	9,951

Gross insurance premium income	7,506		1,409		2,097	11,012
Reinsurers' share of gross insurance premium income	(648	)	(9	)	-	(657	)
Year ended 31 Dec 2015	6,858		1,400		2,097	10,355


1	Discretionary participation features.



HSBC Holdings plc Annual Report and Accounts 2017	195

Notes on the Financial Statements



Net insurance claims and benefits paid and movement in liabilities to policyholders
	Non-linked insurance		Linked life insurance		Investment contracts with DPF1	Total
	$m		$m		$m	$m
Gross claims and benefits paid and movement in liabilities	8,894		1,413		2,901	13,208
- claims, benefits and surrenders paid	2,883		1,044		2,002	5,929
- movement in liabilities	6,011		369		899	7,279
Reinsurers' share of claims and benefits paid and movement in liabilities	(942	)	65		-	(877	)
- claims, benefits and surrenders paid	(297	)	(223	)	-	(520	)
- movement in liabilities	(645	)	288		-	(357	)
Year ended 31 Dec 2017	7,952		1,478		2,901	12,331

Gross claims and benefits paid and movement in liabilities	8,778		1,321		2,409	12,508
- claims, benefits and surrenders paid	2,828		749		2,017	5,594
- movement in liabilities	5,950		572		392	6,914
Reinsurers' share of claims and benefits paid and movement in liabilities	(560	)	(78	)	-	(638	)
- claims, benefits and surrenders paid	(112	)	(14	)	-	(126	)
- movement in liabilities	(448	)	(64	)	-	(512	)
Year ended 31 Dec 2016	8,218		1,243		2,409	11,870

Gross claims and benefits paid and movement in liabilities	7,746		1,398		2,728	11,872
- claims, benefits and surrenders paid	3,200		1,869		2,101	7,170
- movement in liabilities	4,546		(471	)	627	4,702
Reinsurers' share of claims and benefits paid and movement in liabilities	(575	)	(5	)	-	(580	)
- claims, benefits and surrenders paid	(153	)	(64	)	-	(217	)
- movement in liabilities	(422	)	59		-	(363	)
Year ended 31 Dec 2015	7,171		1,393		2,728	11,292


1	Discretionary participation features.



Liabilities under insurance contracts
		Non-linked insurance		Linked life insurance		Investment contracts with DPF1		Total
	Footnotes	$m		$m		$m		$m
Gross liabilities under insurance contracts at 1 Jan 2017		46,043		6,949		22,281		75,273
Claims and benefits paid		(2,883	)	(1,044	)	(2,002	)	(5,929	)
Increase in liabilities to policyholders		8,894		1,413		2,901		13,208
Exchange differences and other movements	2	58		230		2,827		3,115
Gross liabilities under insurance contracts at 31 Dec 2017		52,112		7,548		26,007		85,667
Reinsurers' share of liabilities under insurance contracts		(2,203	)	(268	)	-		(2,471	)
Net liabilities under insurance contracts at 31 Dec 2017		49,909		7,280		26,007		83,196

Gross liabilities under insurance contracts at 1 Jan 2016		40,538		6,791		22,609		69,938
Claims and benefits paid		(2,828	)	(749	)	(2,017	)	(5,594	)
Increase in liabilities to policyholders		8,778		1,321		2,409		12,508
Exchange differences and other movements	2	(445	)	(414	)	(720	)	(1,579	)
Gross liabilities under insurance contracts at 31 Dec 2016		46,043		6,949		22,281		75,273
Reinsurers' share of liabilities under insurance contracts		(1,500	)	(320	)	-		(1,820	)
Net liabilities under insurance contracts at 31 Dec 2016		44,543		6,629		22,281		73,453


1	Discretionary participation features.


2	'Exchange differences and other movements' includes movements in liabilities arising from net unrealised investment gains recognised in other comprehensive income.

The key factors contributing to the movement in liabilities to policyholders included death claims, surrenders, lapses, liabilities to policyholders created at the initial inception of the policies, the declaration of bonuses and other amounts attributable to policyholders.



196	HSBC Holdings plc Annual Report and Accounts 2017



4	Operating profit

Operating profit is stated after the following items:



	2017		2016		2015
	$m		$m		$m
Income
Interest recognised on impaired financial assets	261		574		934
Fees earned on financial assets that are not at fair value through profit or loss (other than amounts included in determining the effective interest rate)	7,577		7,732		8,736
Fees earned on trust and other fiduciary activities	2,691		2,543		3,052
Expense
Interest on financial instruments, excluding interest on financial liabilities held for trading or designated atfair value	(10,912	)	(11,858	)	(13,680	)
Fees payable on financial liabilities that are not at fair value through profit or loss (other than amounts included in determining the effective interest rate)	(1,475	)	(1,214	)	(1,251	)
Fees payable relating to trust and other fiduciary activities	(134	)	(129	)	(166	)
Payments under lease and sublease agreements	(936	)	(969	)	(1,190	)
- minimum lease payments	(911	)	(945	)	(1,058	)
- contingent rents and sublease payments	(25	)	(24	)	(132	)
UK bank levy	(916	)	(922	)	(1,421	)
Restructuring provisions	(204	)	(415	)	(430	)
Gains/(losses)
Impairment of available-for-sale equity securities	(98	)	(36	)	(111	)
Gains/(losses) recognised on assets held for sale	195		(206	)	(244	)
Gains on the partial sale of shareholding in Industrial Bank	-		-		1,372
Gain/(loss) on disposal of Brazilian operations	19		(1,743	)	-
Loan impairment charges and other credit risk provisions	(1,769	)	(3,400	)	(3,721	)
- net impairment charge on loans and advances	(1,992	)	(3,350	)	(3,592	)
- release of impairment on available-for-sale debt securities	190		63		17
- other credit risk provisions	33		(113	)	(146	)

External net operating income is attributed to countries on the basis of the location of the branch responsible for reporting the results or advancing the funds:



		2017	2016		2015
	Footnote	$m	$m		$m
External net operating income by country	1	51,445	47,966		59,800
- UK		11,057	9,495		14,132
- Hong Kong		14,992	12,864		14,447
- US		4,573	5,094		5,541
- France		2,203	2,571		2,706
- other countries		18,620	17,942		22,974
- of which: Brazil		60	(204	)	3,546


1	Net operating income before loan impairment charges and other credit risk provisions, also referred to as revenue.



5	Employee compensation and benefits



	2017	2016	2015
	$m	$m	$m
Wages and salaries	15,227	15,735	17,245
Social security costs	1,419	1,312	1,600
Post-employment benefits	669	1,042	1,055
Year ended 31 Dec	17,315	18,089	19,900



Average number of persons employed by HSBC during the year by global business
	2017	2016	2015
Retail Banking and Wealth Management	134,021	137,234	155,859
Commercial Banking	46,716	45,912	51,007
Global Banking and Markets	49,100	47,623	49,912
Global Private Banking	7,817	8,322	8,934
Corporate Centre	7,134	7,842	2,721
Year ended 31 Dec	244,788	246,933	268,433



HSBC Holdings plc Annual Report and Accounts 2017	197

Notes on the Financial Statements



Average number of persons employed by HSBC during the year by geographical region
	2017	2016	2015
Europe	70,301	71,196	68,408
Asia	125,004	122,282	121,438
Middle East and North Africa	10,408	12,021	14,467
North America	18,610	20,353	21,506
Latin America	20,465	21,081	42,614
Year ended 31 Dec	244,788	246,933	268,433



Reconciliation of total incentive awards granted to income statement charge
	2017		2016		2015
	$m		$m		$m
Total incentive awards approved for the current year	3,303		3,035		3,462
Less: deferred bonuses awarded, expected to be recognised in future periods	(337	)	(323	)	(387	)
Total incentives awarded and recognised in the current year	2,966		2,712		3,075
Add: current year charges for deferred bonuses from previous years	336		371		483
Other	(78	)	(128	)	(40	)
Income statement charge for incentive awards	3,224		2,955		3,518



Year in which income statement is expected to reflect deferred bonuses
	Charge recognised			Expected charge
	2017	2016	2015	2018	2019 and beyond
	$m	$m	$m	$m	$m
Variable compensation from 2017 bonus pool	162	-	-	162	175
Variable compensation from 2016 bonus pool	126	152	-	109	84
Variable compensation from 2015 bonus pool and earlier	210	168	253	82	21
Total	498	320	253	353	280
Cash awards	184	114	67	117	99
Equity awards	314	206	186	236	181

Share-based payments

'Wages and salaries' includes the effect of share-based payments arrangements, of which $500m were equity settled (2016: $534m; 2015: $757m), as follows:



	2017	2016	2015
	$m	$m	$m
Restricted share awards	520	591	748
Savings-related and other share award option plans	26	33	43
Year ended 31 Dec	546	624	791



HSBC share awards

Deferred share awards (including annual incentive awards, LTI awards delivered in shares) and GPSP	• An assessment of performance over the relevant period ending on 31 December is used to determine the amount of the award to be granted.• Deferred awards generally require employees to remain in employment over the vesting period and are not subject to performance conditions after the grant date.• Deferred share awards generally vest over a period of three, five or seven years.• Vested shares may be subject to a retention requirement post-vesting. GPSP awards are retained until cessation of employment.• Awards granted from 2010 onwards are subject to a malus provision prior to vesting.• Awards granted to Material Risk Takers from 2015 onwards are subject to clawback post vesting.
International Employee Share Purchase Plan ('ShareMatch')	• The plan was first introduced in Hong Kong in 2013 and now includes employees based in 27 jurisdictions.• Shares are purchased in the market each quarter up to a maximum value of £750, or the equivalent in local currency.• Matching awards are added at a ratio of one free share for every three purchased.• Matching awards vest subject to continued employment and the retention of the purchased shares for a maximum period of two years and nine months.



Movement on HSBC share awards
	2017		2016
	Number		Number
	(000s)		(000s)
Restricted share awards outstanding at 1 Jan	123,166		118,665
Additions during the year	62,044		94,981
Released in the year	(76,051	)	(76,552	)
Forfeited in the year	(4,634	)	(13,928	)
Restricted share awards outstanding at 31 Dec	104,525		123,166
Weighted average fair value of awards granted ($)	7.09		7.25



198	HSBC Holdings plc Annual Report and Accounts 2017



HSBC share option plans

Savings-related share option plans ('Sharesave')	• Two plans: the UK Plan and the International Plan. The last grant of options under the International Plan was in 2012.• From 2014, eligible employees can save up to £500 per month with the option to use the savings to acquire shares.• Exercisable within six months following either the third or fifth anniversary of the commencement of a three-year or five-year contract, respectively.• The exercise price is set at a 20% (2016: 20%) discount to the market value immediately preceding the date of invitation.

Calculation of fair values

The fair values of share options are calculated using a Black-Scholes model. The fair value of a share award is based on the share price at the date of the grant.



Movement on HSBC share option plans
		Savings-relatedshare option plans
		Number		WAEP1
	Footnotes	(000s)		£
Outstanding at 1 Jan 2017		70,027		4.30
Granted during the year	2	10,447		5.96
Exercised during the year	3	(9,503	)	4.83
Expired during the year		(3,902	)	4.45
Forfeited during the year		(2,399	)	4.27
Outstanding at 31 Dec 2017		64,670		4.49
Of which exercisable		1,129		5.00
Weighted average remaining contractual life (years)		2.42

Outstanding at 1 Jan 2016		74,775		4.36
Granted during the year	2	15,044		4.40
Exercised during the year	3	(4,354	)	5.02
Expired during the year		(13,243	)	4.49
Forfeited during the year		(2,195	)	4.34
Outstanding at 31 Dec 2016		70,027		4.30
Of which exercisable		1,086		5.25
Weighted average remaining contractual life (years)		2.91


1	Weighted average exercise price.


2	The weighted average fair value of options granted during the year was $1.29 (2016: $1.28).


3	The weighted average share price at the date the options were exercised was $9.93 (2016: $6.98).

Post-employment benefit plans

The Group operates pension plans throughout the world for its employees. 'Pension risk management' on page 80 contains details of the policies and practices associated with these pension plans. Some are defined benefit plans, of which the largest is the HSBC Bank (UK) Pension Scheme ('the principal plan').

The principal plan

The principal plan has a defined benefit section and a defined contribution section. The defined benefit section was closed to future benefit accrual in 2015, with defined benefits earned by employees at that date continuing to be linked to their salary while they remain employed by HSBC Bank. The plan is overseen by an independent corporate trustee, who has a fiduciary responsibility for the operation of the plan. Its assets are held separately from the assets of the Group.

The investment strategy of the plan is to hold the majority of assets in bonds, with the remainder in a diverse range of investments. It also includes some interest rate swaps to reduce interest rate risk and inflation swaps to reduce inflation risk.

The latest funding valuation of the plan at 31 December 2014 was carried out by Colin G Singer, of Willis Towers Watson Limited, who is a Fellow of the UK Institute and Faculty of Actuaries, using the projected unit credit method. At that date, the market value of the plan's assets was £24.6bn ($30.3bn) and this exceeded the value placed on its liabilities on an ongoing basis by £520m ($641m), giving a funding level of 102%. The main differences between the assumptions used for assessing the liabilities for this funding valuation and those used for IAS 19 are more prudent assumptions for discount rate, inflation rate and life expectancy.

Although the plan was in surplus at the valuation date, HSBC agreed to make further contributions to the plan to support a lower-risk investment strategy over the longer term. The remaining contributions are £64m ($79m) in each of 2018 and 2019, and £160m ($197m) in each of 2020 and 2021.

To meet the requirements of the Banking Reform Act, it is currently planned that from 1 July 2018, the main employer of the plan will change from HSBC Bank plc to HSBC UK Bank plc, with additional support from HSBC Holdings plc. At the same time, non-ring fenced entities including HSBC Bank plc will exit the section of the plan for ring-fenced entities and join a newly created section for the future defined benefit and defined contribution pension benefits of their employees (approximately 0.2% of the total plan). These changes are not expected to materially affect the funding position of the plan.



HSBC Holdings plc Annual Report and Accounts 2017	199

Notes on the Financial Statements

The following chart shows the expected profile of future benefits payable from the plan.

Future benefit payments ($bn)

The actuary also assessed the value of the liabilities if the plan were to be stopped and an insurance company asked to secure all future pension payments. This is generally larger than the amount needed on the ongoing basis described above because an insurance company would use more prudent assumptions and include an explicit allowance for the future administrative expenses of the plan. Under this approach, the amount of assets needed was estimated to be £31bn ($38bn) at 31 December 2014.



Income statement charge
	2017		2016	2015
	$m		$m	$m
Defined benefit pension plans	100		218	256
Defined contribution pension plans	603		783	793
Pension plans	703		1,001	1,049
Defined benefit and contribution healthcare plans	(34	)	41	6
Year ended 31 Dec	669		1,042	1,055



Net assets/(liabilities) recognised on the balance sheet in respect of defined benefit plans
	Fair value ofplan assets	Present value of defined benefitobligations		Effect oflimit on plansurpluses		Total
	$m	$m		$m		$m
Defined benefit pension plans	47,265	(40,089	)	(37	)	7,139
Defined benefit healthcare plans	124	(663	)	-		(539	)
At 31 Dec 2017	47,389	(40,752	)	(37	)	6,600
Total employee benefit liabilities (within 'Accruals, deferred income and other liabilities')						(2,152	)
Total employee benefit assets (within 'Prepayments, accrued income and other assets')						8,752

Defined benefit pension plans	42,397	(39,747	)	(24	)	2,626
Defined benefit healthcare plans	118	(711	)	-		(593	)
At 31 Dec 2016	42,515	(40,458	)	(24	)	2,033
Total employee benefit liabilities (within 'Accruals, deferred income and other liabilities')						(2,681	)
Total employee benefit assets (within 'Prepayments, accrued income and other assets')						4,714

HSBC Holdings

Employee compensation and benefit expense in respect of HSBC Holdings' employees in 2017 amounted to $54m (2016: $570m). The average number of persons employed during 2017 was 55 (2016: 1,660). Employees who are members of defined benefit pension plans are principally members of either the HSBC Bank (UK) Pension Scheme or the HSBC International Staff Retirement Benefits Scheme. HSBC Holdings pays contributions to such plans for its own employees in accordance with the schedules of contributions determined by the trustees of the plans and recognises these contributions as an expense as they fall due.

From 1 July 2016 employment costs of most employees are recognised by the ServCo group and the ServCo group started providing services to HSBC Holdings. HSBC Holdings recognised a management charge of $2,240m (2016 :$406m) for these services which is included under 'General and administrative expenses'.



200	HSBC Holdings plc Annual Report and Accounts 2017

Defined benefit pension plans



Net asset/(liability) under defined benefit pension plans
	Fair value of plan assets				Present value of defined benefit obligations				Effect of the asset ceiling			Net defined benefit asset/(liability)
	Principal plan		Other plans		Principal plan		Other plans		Principal plan	Other plans		Principal plan		Other plans
	$m		$m		$m		$m		$m	$m		$m		$m
At 1 Jan 2017	33,442		8,955		(29,279	)	(10,468	)	-	(24	)	4,163		(1,537	)
Current service cost	-		-		(65	)	(160	)	-	-		(65	)	(160	)
Past service cost and gains/(losses) from settlements	-		(833	)	(231	)	1,051		-	-		(231	)	218
Service cost	-		(833	)	(296	)	891		-	-		(296	)	58
Net interest income/(cost) on the net defined benefit asset/(liability)	864		272		(750	)	(300	)	-	(1	)	114		(29	)
Re-measurement effects recognised in other comprehensive income	1,410		784		1,730		(486	)	-	(9	)	3,140		289
- return on plan assets (excluding interest income)	1,410		784		-		-		-	-		1,410		784
- actuarial gains/(losses)	-		-		954		(491	)	-	(9	)	954		(500	)
- other changes	-		-		776		5		-	-		776		5
Exchange differences	3,292		239		(2,723	)	(306	)	-	(3	)	569		(70	)
Contributions by HSBC	449		236		-		-		-	-		449		236
- normal	58		215		-		-		-	-		58		215
- special	391		21		-		-		-	-		391		21
Contributions by employees	-		27		-		(27	)	-	-		-		-
Benefits paid	(1,143	)	(663	)	1,143		716		-	-		-		53
Administrative costs and taxes paid by plan	(49	)	(17	)	49		17		-	-		-		-
At 31 Dec 2017	38,265		9,000		(30,126	)	(9,963	)	-	(37	)	8,139		(1,000	)
Present value of defined benefit obligation relating to:
- actives					(5,837	)	(5,084	)
- deferreds					(8,745	)	(1,663	)
- pensioners					(15,544	)	(3,216	)

At 1 Jan 2016	32,670		8,754		(27,675	)	(10,651	)	-	(14	)	4,995		(1,911	)
Current service cost	-		-		(70	)	(235	)	-	-		(70	)	(235	)
Past service cost and gains/(losses) from settlements	-		(1	)	-		(39	)	-	-		-		(40	)
Service cost	-		(1	)	(70	)	(274	)	-	-		(70	)	(275	)
Net interest income/(cost) on the net defined benefit asset/(liability)	1,085		294		(914	)	(337	)	-	(1	)	171		(44	)
Re-measurement effects recognised in other comprehensive income	6,449		671		(6,886	)	(299	)	-	(8	)	(437	)	364
- return on plan assets (excluding interest income)	6,449		671		-		-		-	-		6,449		671
- actuarial gains/(losses)	-		-		(7,029	)	(152	)	-	(8	)	(7,029	)	(160	)
- other changes	-		-		143		(147	)	-	-		143		(147	)
Exchange differences	(6,097	)	(534	)	5,254		410		-	(1	)	(843	)	(125	)
Contributions by HSBC	347		379		-		-		-	-		347		379
- normal	64		207		-		-		-	-		64		207
- special	283		172		-		-		-	-		283		172
Contributions by employees	-		30		-		(30	)	-	-		-		-
Benefits paid	(970	)	(623	)	970		698		-	-		-		75
Administrative costs and taxes paid by plan	(42	)	(15	)	42		15		-	-		-		-
At 31 Dec 2016	33,442		8,955		(29,279	)	(10,468	)	-	(24	)	4,163		(1,537	)
Present value of defined benefit obligation relating to:
- actives					(7,066	)	(5,066	)
- deferreds					(9,219	)	(2,306	)
- pensioners					(12,994	)	(3,096	)

HSBC expects to make $278m of contributions to defined benefit pension plans during 2018. Benefits expected to be paid from the plans to retirees over each of the next five years, and in aggregate for the five years thereafter, are as follows:



Benefits expected to be paid from plans
		2018	2019	2020	2021	2022	2023-2027
	Footnote	$m	$m	$m	$m	$m	$m
The principal plan	1	1,241	1,279	1,320	1,360	1,402	7,692
Other plans	1	443	508	511	527	520	2,307


1	The duration of the defined benefit obligation is 17.4 years for the principal plan under the disclosure assumptions adopted (2016: 19.0 years) and 12.9 years for all other plans combined (2016: 13.9 years).



HSBC Holdings plc Annual Report and Accounts 2017	201

Notes on the Financial Statements



Fair value of plan assets by asset classes
	31 Dec 2017					31 Dec 2016
	Value	Quotedmarket pricein activemarket	No quotedmarket pricein activemarket		ThereofHSBC1	Value		Quotedmarket pricein activemarket	No quotedmarket pricein activemarket		ThereofHSBC1
	$m	$m	$m		$m	$m		$m	$m		$m
The principal plan
Fair value of plan assets	38,265	33,624	4,641		1,006	33,442		29,379	4,063		878
- equities	6,131	5,503	628		-	5,386		4,722	664		-
- bonds	26,591	26,591	-		-	23,426		23,426	-		-
- derivatives	2,398	-	2,398		1,006	2,107		-	2,107		878
- other	3,145	1,530	1,615		-	2,523		1,231	1,292		-
Other plans
Fair value of plan assets	9,000	7,737	1,263		114	8,955		7,631	1,324		239
- equities	2,005	1,340	665		-	2,255		1,502	753		-
- bonds	5,871	5,714	157		7	5,811		5,592	219		5
- derivatives	-	39	(39	)	-	(89	)	44	(133	)	(85	)
- other	1,124	644	480		107	978		493	485		319


1	The fair value of plan assets includes derivatives entered into with HSBC Bank plc as detailed in Note 35.

Post-employment defined benefit plans' principal actuarial financial assumptions

HSBC determines the discount rates to be applied to its obligations in consultation with the plans' local actuaries, on the basis of current average yields of high quality (AA-rated or equivalent) debt instruments with maturities consistent with those of the defined benefit obligations.



Key actuarial assumptions for the principal plan
	Discount rate	Inflation rate	Rate of increase for pensions	Rate of pay increase
	%	%	%	%
UK
At 31 Dec 2017	2.60	3.40	3.10	3.88
At 31 Dec 2016	2.50	3.50	3.20	4.00
At 31 Dec 2015	3.70	3.20	3.00	3.70



Mortality tables and average life expectancy at age 65 for the principal plan
	Mortality table	Life expectancy at age 65 for a male member currently:		Life expectancy at age 65 for a female member currently:
		Aged 65	Aged 45	Aged 65	Aged 45
UK
At 31 Dec 2017	SAPS S21	22.2	23.6	24.4	25.9
At 31 Dec 2016	SAPS S22	22.4	24.1	24.7	26.6

Self-administered pension scheme ('SAPS') S2 table (males: 'All Pensioners' version; females: 'Normal Pensions' version) with a multiplier of 0.98 for both male and female pensioners. Improvements are projected in accordance with the Continuous Mortality Investigation ('CMI') core projection model 2016 with a long-term rate of improvement of 1.25% per annum. Separate tables assuming lighter mortality have been applied to higher paid pensioners.

Self-administered pension scheme ('SAPS') S2 table (males: 'All Pensioners' version; females: 'Normal Pensions' version) with a multiplier of 0.98 for both male and female pensioners. Improvements are projected in accordance with the Continuous Mortality Investigation ('CMI') core projection model 2015 with a long-term rate of improvement of 1.25% per annum. Separate tables assuming lighter mortality have been applied to higher paid pensioners.



The effect of changes in key assumptions on the principal plan
	Impact on HSBC Bank (UK) Pension Scheme Obligation
	Financial impact of increase				Financial impact of decrease
	2017		2016		2017		2016
	$m		$m		$m		$m
Discount rate - increase/decrease of 0.25%	(1,246	)	(1,322	)	1,333		1,419
Inflation rate - increase/decrease of 0.25%	850		735		(837	)	(1,048	)
Pension payments and deferred pensions - increase/decrease of 0.25%	1,077		1,305		(1,021	)	(1,255	)
Pay - increase/decrease of 0.25%	62		143		(61	)	(139	)
Change in mortality - increase of 1 year	1,332		1,326		n/a		n/a

Directors' emoluments

Details of Directors' emoluments, pensions and their interests are disclosed in the Directors' Remuneration Report on page 141.



202	HSBC Holdings plc Annual Report and Accounts 2017



6	Auditors' remuneration



		2017	2016	2015
	Footnote	$m	$m	$m
Audit fees payable to PwC	1	84.8	65.7	62.0
Other audit fees payable		1.2	1.6	1.2
Year ended 31 Dec		86.0	67.3	63.2



Fees payable by HSBC to PwC
		2017	2016	2015
	Footnotes	$m	$m	$m
Fees for HSBC Holdings' statutory audit	2	15.1	14.0	13.1
Fees for other services provided to HSBC		114.6	97.1	85.1
- audit of HSBC's subsidiaries	3	69.7	51.7	48.9
- audit-related assurance services	4	22.5	20.6	16.6
- taxation compliance services		1.2	1.9	1.0
- taxation advisory services		-	0.4	0.9
- other assurance services	5	3.9	4.5	2.8
- other non-audit services	5	17.3	18.0	14.9
Year ended 31 Dec		129.7	111.1	98.2

No fees were payable by HSBC to PwC as principal auditor for the following types of services: internal audit services and services related to litigation, recruitment and remuneration.



Fees payable by HSBC's associated pension schemes to PwC
	2017	2016	2015
	$000	$000	$000
Audit of HSBC's associated pension schemes	260	208	352
Audit related assurance services	4	4	5
Year ended 31 Dec	264	212	357


1	The 2016 audit fees payable amount includes $4.2m related to the prior year audit in respect of overruns.


2	Fees payable to PwC for the statutory audit of the consolidated financial statements of HSBC and the separate financial statements of HSBC Holdings. They include amounts payable for services relating to the consolidation returns of HSBC Holdings' subsidiaries which are clearly identifiable as being in support of the Group audit opinion.


3	Fees payable for the statutory audit of the financial statements of HSBC's subsidiaries, including the 2017 and 2016 changes in scope and additional procedures performed due to the technology systems and data access controls matter as described on page 166.


4	Including services for assurance and other services that relate to statutory and regulatory filings, including comfort letters and interim reviews and work performed related to the implementation of IFRS 9.


5	Including other permitted services relating to advisory, corporate finance transactions, etc.

No fees were payable by HSBC's associated pension schemes to PwC as principal auditor for the following types of services: internal audit services, other assurance services, services related to corporate finance transactions, valuation and actuarial services, litigation, recruitment and remuneration, and information technology.

In addition to the above, the estimated fees paid to PwC by third parties associated with HSBC amount to $3.5m (2016: $4.3m; 2015: $2.4m). In these cases, HSBC is connected with the contracting party and may therefore be involved in appointing PwC. These fees arise from services such as auditing mutual funds managed by HSBC and reviewing the financial position of corporate concerns which borrow from HSBC.

Fees payable for non-audit services for HSBC Holdings are not disclosed separately because such fees are disclosed on a consolidated basis for the HSBC Group.



7	Tax



Tax expense
		2017		2016		2015
	Footnote	$m		$m		$m
Current tax	1	4,264		3,669		3,797
- for this year		4,115		3,525		3,882
- adjustments in respect of prior years		149		144		(85	)
Deferred tax		1,024		(3	)	(26	)
- origination and reversal of temporary differences		(228	)	(111	)	(153	)
- effect of changes in tax rates		1,337		(4	)	110
- adjustments in respect of prior years		(85	)	112		17
Year ended 31 Dec		5,288		3,666		3,771


1	Current tax included Hong Kong profits tax of $1,350m (2016: $1,118m; 2015: $1,294m). The Hong Kong tax rate applying to the profits of subsidiaries assessable in Hong Kong was 16.5% (2016: 16.5%; 2015: 16.5%).



HSBC Holdings plc Annual Report and Accounts 2017	203

Notes on the Financial Statements

Tax reconciliation

The tax charged to the income statement differs from the tax charge that would apply if all profits had been taxed at the UK corporation tax rate as follows:



	2017				2016				2015
	$m		%		$m		%		$m		%
Profit before tax	17,167				7,112				18,867
Tax expense
Taxation at UK corporation tax rate of 19.25% (2016: 20.0%;2015: 20.25%)	3,305		19.25		1,422		20.00		3,821		20.25
Impact of differently taxed overseas profits in overseas locations	407		2.3		43		0.6		71		0.4
Items increasing tax charge in 2017 not in 2016:
- deferred tax remeasurement due to US federal tax rate reduction	1,288		7.5		-		-		-		-
Other items increasing tax charge in 2017:
- local taxes and overseas withholding taxes	618		3.6		434		6.1		416		2.2
- other permanent disallowables	400		2.3		438		6.2		421		2.2
- bank levy	180		1.0		170		2.4		286		1.5
- non-deductible UK customer compensation	166		1.0		162		2.3		87		0.5
- UK banking surcharge	136		0.8		199		2.8		-		-
- UK tax losses not recognised	70		0.4		305		4.3		-		-
- adjustments in respect of prior period liabilities	64		0.4		256		3.6		(68	)	(0.4	)
- change in tax rates	49		0.3		(4	)	(0.1	)	110		0.6
- non-UK tax losses not recognised	33		0.2		147		2.1		-		-
- non-deductible goodwill write-down	-		-		648		9.1		-		-
- non-deductible loss and taxes suffered on Brazil disposal	-		-		464		6.5		-		-
Items reducing tax charge in 2017:
- non-taxable income and gains	(766	)	(4.4	)	(577	)	(8.1	)	(501	)	(2.7	)
- effect of profits in associates and joint ventures	(481	)	(2.8	)	(461	)	(6.5	)	(508	)	(2.7	)
- non-deductible regulatory settlements	(132	)	(0.8	)	20		0.3		184		1.0
- other deferred tax temporary differences previously not recognised	(49	)	(0.3	)	-		-		(21	)	(0.1	)
- non-taxable income and gains - Industrial Bank	-		-		-		-		(227	)	(1.2	)
- US deferred tax temporary differences previously not recognised	-		-		-		-		(184	)	(1.0	)
- other items	-		-		-		-		(116	)	(0.6	)
Year ended 31 Dec	5,288		30.8		3,666		51.6		3,771		20.0

The Group's profits are taxed at different rates depending on the country in which the profits arise. The key applicable tax rates for 2017 include Hong Kong (16.5%), the USA (35%) and the UK (19.25%). If the Group's profits were taxed at the statutory rates of the countries in which the profits arose then the tax rate for the year would have been 21.15% (2016: 20.60%). The effective tax rate for the year was 30.8% (2016: 51.6%) and includes a charge of $1.3bn relating to the remeasurement of US deferred tax balances to reflect the reduction in the US federal tax rate to 21% from 2018. The effective tax rate for 2017 was significantly lower than for 2016 as 2016 included the impact of a non-deductible goodwill write-down and loss on disposal of our operations in Brazil, tax losses not recognised and adjustments in respect of prior periods.

Accounting for taxes involves some estimation because the tax law is uncertain and its application requires a degree of judgement, which authorities may dispute. Liabilities are recognised based on best estimates of the probable outcome, taking into account external advice where appropriate. We do not expect significant liabilities to arise in excess of the amounts provided. HSBC only recognises current and deferred tax assets where recovery is probable.



204	HSBC Holdings plc Annual Report and Accounts 2017



Movement of deferred tax assets and liabilities
		Loanimpairmentprovisions		Unused taxlosses andtax credits		Derivatives,FVOD1and otherinvestments		Insurancebusiness		Expenseprovisions		Other		Total
	Footnote	$m		$m		$m		$m		$m		$m		$m
Assets		950		2,212		1,441		-		893		1,857		7,353
Liabilities		-		-		(274	)	(1,170	)	-		(1,369	)	(2,813	)
At 1 Jan 2017		950		2,212		1,167		(1,170	)	893		488		4,540
Income statement		(235	)	(873	)	(397	)	12		(269	)	738		(1,024	)
Other comprehensive income		3		(6	)	368		-		-		(1,255	)	(890	)
Equity		-		-		-		-		-		29		29
Foreign exchange and other adjustments		(5	)	40		51		(24	)	19		(42	)	39
At 31 Dec 2017		713		1,373		1,189		(1,182	)	643		(42	)	2,694
Assets	2	713		1,373		1,282		-		643		2,313		6,324
Liabilities	2	-		-		(93	)	(1,182	)	-		(2,355	)	(3,630	)

Assets		1,351		1,388		1,400		-		1,271		1,050		6,460
Liabilities		-		-		(230	)	(1,056	)	-		(883	)	(2,169	)
At 1 Jan 2016		1,351		1,388		1,170		(1,056	)	1,271		167		4,291
Income statement		(279	)	876		18		(123	)	(370	)	(314	)	(192	)
Other comprehensive income		-		-		28		-		-		259		287
Equity		-		-		-		-		-		20		20
Foreign exchange and other adjustments		(122	)	(52	)	(49	)	9		(8	)	356		134
At 31 Dec 2016		950		2,212		1,167		(1,170	)	893		488		4,540
Assets	2	950		2,212		1,441		-		893		1,857		7,353
Liabilities	2	-		-		(274	)	(1,170	)	-		(1,369	)	(2,813	)


1	Fair value of own debt.


2	After netting off balances within countries, the balances as disclosed in the accounts are as follows: deferred tax assets $4,676m (2016: $6,163m); and deferred tax liabilities $1,982m (2016: $1,623m).

In applying judgement in recognising deferred tax assets, management has critically assessed all available information, including future business profit projections and the track record of meeting forecasts.

The net deferred tax asset of $2.7bn (2016: $4.5bn) includes $3.2bn (2016: $4.8bn) of deferred tax assets relating to the US, of which $1bn relates to US tax losses that expire in 16 -19 years. Management expects the US deferred tax asset to be substantially recovered in six to seven years, with the majority recovered in the first five years. The most recent financial forecasts approved by management covers a five-year period and the forecasts have been extrapolated beyond five years by assuming that performance remains constant after the fifth year.

The US reported a loss for the prior period, mainly due to the Household International class action litigation settlement, and a profit for the current period. Excluding the Household International class action settlement the US would have reported a profit for the prior period. Management does not expect the prior period loss to adversely impact future deferred tax asset recovery to a significant extent.

US tax reform enacted in late 2017 and effective from 2018 included a reduction in the federal rate of tax from 35% to 21% and the introduction of a base erosion anti-avoidance tax. The US deferred tax asset at 31 December 2017 is calculated using the rate of 21%. The remeasurement of the deferred tax asset due to the reduction in tax rate results in charges of $1.3bn to the income statement and $0.3bn to other comprehensive income. The impact of the base erosion anti-avoidance tax is currently uncertain and will depend on future regulatory guidance and actions management may take. It is not currently expected that the base erosion anti-avoidance tax will have a material impact on the Group's future tax charges.

Unrecognised deferred tax

The amount of gross temporary differences, unused tax losses and tax credits for which no deferred tax asset is recognised in the balance sheet was $18.1bn (2016: $18.2bn). These amounts included unused state losses arising in the Group's US operations of $12.3bn (2016: $12.3bn). Of the total amounts unrecognised, $4.8bn (2016: $4.9bn) had no expiry date, $0.8bn (2016: $1.0bn) was scheduled to expire within 10 years and the remaining balance is expected to expire after 10 years.

Deferred tax is not recognised in respect of the Group's investments in subsidiaries and branches where HSBC is able to control the timing of remittance or other realisation and where remittance or realisation is not probable in the foreseeable future. The aggregate temporary differences relating to unrecognised deferred tax liabilities arising on investments in subsidiaries and branches is $12.1bn (2016: $10.6bn) and the corresponding unrecognised deferred tax liability is $0.8bn (2016: $0.7bn).



HSBC Holdings plc Annual Report and Accounts 2017	205

Notes on the Financial Statements



8	Dividends



Dividends to shareholders of the parent company
	2017			2016			2015
	Pershare	Total	Settledin scrip	Pershare	Total	Settledin scrip	Pershare	Total	Settledin scrip
	$	$m	$m	$	$m	$m	$	$m	$m
Dividends paid on ordinary shares
In respect of previous year:
- fourth interim dividend	0.21	4,169	1,945	0.21	4,137	408	0.20	3,845	2,011
In respect of current year:
- first interim dividend	0.10	2,005	826	0.10	1,981	703	0.10	1,951	231
- second interim dividend	0.10	2,014	193	0.10	1,991	994	0.10	1,956	160
- third interim dividend	0.10	2,005	242	0.10	1,990	935	0.10	1,958	760
Total	0.51	10,193	3,206	0.51	10,099	3,040	0.50	9,710	3,162
Total dividends on preference shares classified as equity (paid quarterly)	62.00	90		62.00	90		62.00	90



Total coupons on capital securities classified as equity
			2017			2016	2015
					Total	Total	Total
	Footnotes	First call date	Per security		$m	$m	$m
Perpetual subordinated capital securities	1, 3
- $2,200m issued at 8.125%		Apr 2013		$2.032	179	179	179
- $3,800m issued at 8.000%		Dec 2015		$2.000	304	304	304
Perpetual subordinated contingent convertible securities	2, 3
- $1,500m issued at 5.625%		Jan 2020		$56.250	84	84	70
- $2,000m issued at 6.875%		Jun 2021		$68.750	138	69	-
- $2,250m issued at 6.375%		Sep 2024		$63.750	143	143	143
- $2,450m issued at 6.375%		Mar 2025		$63.750	156	156	78
- $3,000m issued at 6.000%		May 2027		$60.000	90	-	-
- €1,500m issued at 5.250%		Sep 2022		€52.500	89	88	86
- €1,000m issued at 6.000%		Sep 2023		€60.000	68	67	-
- SGD1,000m issued at 4.700%		Jun 2022	SGD47.000		17	-	-
Total					1,268	1,090	860


1	Discretionary coupons are paid quarterly on the perpetual subordinated capital securities, in denominations of $25 per security.


2	Discretionary coupons are paid semi-annually on the perpetual subordinated contingent convertible securities, in denominations of each security's issuance currency 1,000 per security.


3	Further details of these securities can be found in Note 31.

After the end of the year, the Directors declared a fourth interim dividend in respect of the financial year ended 31 December 2017 of $0.21 per ordinary share, a distribution of approximately $4,199m. The fourth interim dividend will be payable on 6 April 2018 to holders on the Principal Register in the UK, the Hong Kong Overseas Branch Register or the Bermuda Overseas Branch Register on 23 February 2018. No liability was recorded in the financial statements in respect of the fourth interim dividend for 2017.

On 4 January 2018, HSBC paid a coupon on its €1,250m subordinated capital securities, representing a total distribution of €30m ($36.3m). On 17 January 2018, HSBC paid a coupon on its $2,200m subordinated capital securities of $0.508 per security, a distribution of $45m. On 17 January 2018, HSBC paid a coupon on its $1,500m subordinated contingent convertible securities issued at 5.625% of $28.125 per security, a distribution of $42m. No liability was recorded in the balance sheet at 31 December 2017 in respect of these coupon payments.



9	Earnings per share

Basic earnings per ordinary share is calculated by dividing the profit attributable to ordinary shareholders of the parent company by the weighted average number of ordinary shares outstanding, excluding own shares held. Diluted earnings per ordinary share is calculated by dividing the basic earnings, which require no adjustment for the effects of dilutive potential ordinary shares, by the weighted average number of ordinary shares outstanding, excluding own shares held, plus the weighted average number of ordinary shares that would be issued on conversion of dilutive potential ordinary shares.



Profit attributable to the ordinary shareholders of the parent company
	2017		2016		2015
	$m		$m		$m
Profit attributable to shareholders of the parent company	10,798		2,479		13,522
Dividend payable on preference shares classified as equity	(90	)	(90	)	(90	)
Coupon payable on capital securities classified as equity	(1,025	)	(1,090	)	(860	)
Year ended 31 Dec	9,683		1,299		12,572



206	HSBC Holdings plc Annual Report and Accounts 2017



Basic and diluted earnings per share
		2017			2016			2015
		Profit	Numberof shares	Pershare	Profit	Number of shares	Per share	Profit	Number of shares	Per share
	Footnote	$m	(millions)	$	$m	(millions)	$	$m	(millions)	$
Basic	1	9,683	19,972	0.48	1,299	19,753	0.07	12,572	19,380	0.65
Effect of dilutive potential ordinary shares			100			92			137
Diluted	1	9,683	20,072	0.48	1,299	19,845	0.07	12,572	19,517	0.64


1	Weighted average number of ordinary shares outstanding (basic) or assuming dilution (diluted).

The number of anti-dilutive employee share options excluded from the weighted average number of dilutive potential ordinary shares is nil (2016: 10m; 2015: 7m).



10	Trading assets



		2017	2016
	Footnote	$m	$m
Treasury and other eligible bills		17,532	14,451
Debt securities		107,486	94,054
Equity securities		99,260	63,604
Trading securities		224,278	172,109
Loans and advances to banks	1	26,057	24,769
Loans and advances to customers	1	37,660	38,247
At 31 Dec		287,995	235,125


1	Loans and advances to banks and customers include settlement accounts, stock borrowing, reverse repos, cash collateral and margin accounts relating to trading activities.



Trading Securities1
		2017	2016
	Footnotes	$m	$m
US Treasury and US Government agencies	2	15,995	17,010
UK Government		9,540	9,493
Hong Kong Government		10,070	7,970
Other governments		58,858	49,229
Asset-backed securities	3	2,986	2,668
Corporate debt and other securities		27,569	22,135
Equity securities		99,260	63,604
At 31 Dec		224,278	172,109


1	Included within these figures are debt securities issued by banks and other financial institutions of $18,585m (2016: $14,630m), of which $906m (2016: $789m) are guaranteed by various governments.


2	Includes securities that are supported by an explicit guarantee issued by the US Government.


3	Excludes asset-backed securities included under US Treasury and US Government agencies.



11	Fair values of financial instruments carried at fair value

Control framework

Fair values are subject to a control framework designed to ensure that they are either determined or validated by a function independent of the risk taker.

Where fair values are determined by reference to externally quoted prices or observable pricing inputs to models, independent price determination or validation is used. For inactive markets, HSBC sources alternative market information, with greater weight given to information that is considered to be more relevant and reliable. Examples of the factors considered are price observability, instrument comparability, consistency of data sources, underlying data accuracy and timing of prices.

For fair values determined using valuation models, the control framework includes development or validation by independent support functions of the model logic, inputs, model outputs and adjustments. Valuation models are subject to a process of due diligence before becoming operational and are calibrated against external market data on an ongoing basis.

Changes in fair value are generally subject to a profit and loss analysis process and are disaggregated into high-level categories including portfolio changes, market movements and other fair value adjustments.

The majority of financial instruments measured at fair value are in GB&M. GB&M's fair value governance structure comprises its Finance function, Valuation Committees and a Valuation Committee Review Group. Finance is responsible for establishing procedures governing valuation and ensuring fair values are in compliance with accounting standards. The fair values are reviewed by the Valuation Committees, which consist of independent support functions. These Committees are overseen by the Valuation Committee Review Group, which considers all material subjective valuations.



HSBC Holdings plc Annual Report and Accounts 2017	207

Notes on the Financial Statements

Financial liabilities measured at fair value

In certain circumstances, HSBC records its own debt in issue at fair value, based on quoted prices in an active market for the specific instrument. When quoted market prices are unavailable, the own debt in issue is valued using valuation techniques, the inputs for which are either based on quoted prices in an inactive market for the instrument or are estimated by comparison with quoted prices in an active market for similar instruments. In both cases, the fair value includes the effect of applying the credit spread which is appropriate to HSBC's liabilities. The change in fair value of issued debt securities attributable to the Group's own credit spread is computed as follows: for each security at each reporting date, an externally verifiable price is obtained or a price is derived using credit spreads for similar securities for the same issuer. Then, using discounted cash flow, each security is valued using a Libor-based discount curve. The difference in the valuations is attributable to the Group's own credit spread. This methodology is applied consistently across all securities.

Structured notes issued and certain other hybrid instruments are included within trading liabilities and are measured at fair value. The credit spread applied to these instruments is derived from the spreads at which HSBC issues structured notes.

Gains and losses arising from changes in the credit spread of liabilities issued by HSBC reverse over the contractual life of the debt, provided that the debt is not repaid at a premium or a discount.

Fair value hierarchy

Fair values of financial assets and liabilities are determined according to the following hierarchy:


•	Level 1 - valuation technique using quoted market price: financial instruments with quoted prices for identical instruments in active markets that HSBC can access at the measurement date.


•	Level 2 - valuation technique using observable inputs: financial instruments with quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in inactive markets and financial instruments valued using models where all significant inputs are observable.


•	Level 3 - valuation technique with significant unobservable inputs: financial instruments valued using valuation techniques where one or more significant inputs are unobservable.



Financial instruments carried at fair value and bases of valuation
	2017				2016
	Level 1	Level 2	Level 3	Total	Level 1	Level 2	Level 3	Total
	$m	$m	$m	$m	$m	$m	$m	$m
Recurring fair value measurementsat 31 Dec
Assets
Trading assets	181,168	101,775	5,052	287,995	133,744	94,892	6,489	235,125
Financial assets designated at fair value	24,622	3,382	1,460	29,464	19,882	4,144	730	24,756
Derivatives	1,017	216,357	2,444	219,818	1,076	287,044	2,752	290,872
Financial investments: available for sale	227,943	104,692	3,432	336,067	274,655	111,743	3,476	389,874
Liabilities
Trading liabilities	62,710	117,451	4,200	184,361	45,171	104,938	3,582	153,691
Financial liabilities designated at fair value	4,164	90,265	-	94,429	4,248	82,547	37	86,832
Derivatives	1,635	213,242	1,944	216,821	1,554	275,965	2,300	279,819



Transfers between Level 1 and Level 2 fair values
	Assets				Liabilities
	Availablefor sale	Held for trading	Designatedat fair value	Derivatives	Held for trading	Designatedat fair value	Derivatives
	$m	$m	$m	$m	$m	$m	$m
At 31 Dec 2017
Transfers from Level 1 to Level 2	2,231	1,507	-	-	35	-	-
Transfers from Level 2 to Level 1	11,173	1,384	-	-	683	-	-

At 31 Dec 2016
Transfers from Level 1 to Level 2	162	1,614	122	465	2,699	-	209
Transfers from Level 2 to Level 1	1,314	-	-	-	341	-	-

Transfers between levels of the fair value hierarchy are deemed to occur at the end of each semi-annual reporting period. Transfers into and out of levels of the fair value hierarchy are primarily attributable to observability of valuation inputs and price transparency.

Fair value adjustments

Fair value adjustments are adopted when HSBC determines there are additional factors considered by market participants that are not incorporated within the valuation model. Movements in the level of fair value adjustments do not necessarily result in the recognition of profits or losses within the income statement, such as when models are enhanced and therefore fair value adjustments may no longer be required



208	HSBC Holdings plc Annual Report and Accounts 2017



Global Banking & Markets ('GB&M') and Corporate Centre fair value adjustments
	2017			2016
	GB&M		Corporate Centre	GB&M		Corporate Centre
	$m		$m	$m		$m
Type of adjustment
Risk-related	1,078		79	1,131		5
- bid-offer	413		5	416		5
- uncertainty	91		8	87		-
- credit valuation adjustment ('CVA')	420		59	633		-
- debit valuation adjustment ('DVA')	(82	)	-	(437	)	-
- funding fair value adjustment ('FFVA')	233		7	429		-
- other	3		-	3		-
Model-related	92		13	14		1
- model limitation	92		6	14		1
- other	-		7	-		-
Inception profit (Day 1 P&L reserves) (Note 14)	106		-	99		-
At 31 Dec	1,276		92	1,244		6

Fair value adjustments increased by $118m during the year. Movements in CVA, DVA, FFVA and model limitations were driven by tightening credit spreads and refinements to model methodology. Fair value adjustments under Corporate Centre in 2017 include the transfer of balances on legacy positions no longer managed in GB&M.

Bid-offer

IFRS 13 'Fair value measurement' requires use of the price within the bid-offer spread that is most representative of fair value. Valuation models will typically generate mid-market values. The bid-offer adjustment reflects the extent to which bid-offer costs would be incurred if substantially all residual net portfolio market risks were closed using available hedging instruments or by disposing of or unwinding the position.

Uncertainty

Certain model inputs may be less readily determinable from market data, and/or the choice of model itself may be more subjective. In these circumstances an adjustment may be necessary to reflect the likelihood that market participants would adopt more conservative values for uncertain parameters and/or model assumptions than those used in HSBC's valuation model.

Credit and debit valuation adjustments

The CVA is an adjustment to the valuation of over-the-counter ('OTC') derivative contracts to reflect the possibility that the counterparty may default and that HSBC may not receive the full market value of the transactions.

The DVA is an adjustment to the valuation of OTC derivative contracts to reflect the possibility that HSBC may default, and that it may not pay the full market value of the transactions.

HSBC calculates a separate CVA and DVA for each legal entity, and for each counterparty to which the entity has exposure. With the exception of central clearing parties, all third-party counterparties are included in the CVA and DVA calculations, and these adjustments are not netted across Group entities.

HSBC calculates the CVA by applying the probability of default ('PD') of the counterparty, conditional on the non-default of HSBC, to HSBC's expected positive exposure to the counterparty and multiplying the result by the loss expected in the event of default. Conversely, HSBC calculates the DVA by applying the PD of HSBC, conditional on the non-default of the counterparty, to the expected positive exposure of the counterparty to HSBC and multiplying the result by the loss expected in the event of default. Both calculations are performed over the life of the potential exposure.

For most products HSBC uses a simulation methodology, which incorporates a range of potential exposures over the life of the portfolio, to calculate the expected positive exposure to a counterparty. The simulation methodology includes credit mitigants, such as counterparty netting agreements and collateral agreements with the counterparty.

The methodologies do not, in general, account for 'wrong-way risk'. Wrong-way risk is an adverse correlation between the counterparty's probability of default and the mark-to-market value of the underlying transaction. The risk can either be general, perhaps related to the currency of the issuer country, or specific to the transaction concerned. When there is significant wrong-way risk, a trade-specific approach is applied to reflect this risk in the valuation.

Funding fair value adjustment

The FFVA is calculated by applying future market funding spreads to the expected future funding exposure of any uncollateralised component of the OTC derivative portfolio. The expected future funding exposure is calculated by a simulation methodology, where available, and is adjusted for events that may terminate the exposure, such as the default of HSBC or the counterparty. The FFVA and DVA are calculated independently.

Model limitation

Models used for portfolio valuation purposes may be based upon a simplified set of assumptions that do not capture all current and future material market characteristics. In these circumstances, model limitation adjustments are adopted.

Inception profit (Day 1 P&L reserves)

Inception profit adjustments are adopted when the fair value estimated by a valuation model is based on one or more significant unobservable inputs. The accounting for inception profit adjustments is discussed in Note 1.



HSBC Holdings plc Annual Report and Accounts 2017	209

Notes on the Financial Statements

Fair value valuation bases



Financial instruments measured at fair value using a valuation technique with significant unobservable inputs - Level 3
	Assets					Liabilities
	Available for sale	Held for trading	Designated at fair value	Derivatives	Total	Held for trading	Designated at fair value	Derivatives	Total
	$m	$m	$m	$m	$m	$m	$m	$m	$m
Private equity including strategic investments	2,012	38	1,458	-	3,508	20	-	-	20
Asset-backed securities	1,300	1,277	-	-	2,577	-	-	-	-
Loans held for securitisation	-	24	-	-	24	-	-	-	-
Structured notes	-	3	-	-	3	4,180	-	-	4,180
Derivatives with monolines	-	-	-	113	113	-	-	-	-
Other derivatives	-	-	-	2,331	2,331	-	-	1,944	1,944
Other portfolios	120	3,710	2	-	3,832	-	-	-	-
At 31 Dec 2017	3,432	5,052	1,460	2,444	12,388	4,200	-	1,944	6,144

Private equity including strategic investments	2,435	49	712	-	3,196	25	-	-	25
Asset-backed securities	761	789	-	-	1,550	-	-	-	-
Loans held for securitisation	-	28	-	-	28	-	-	-	-
Structured notes	-	2	-	-	2	3,557	-	-	3,557
Derivatives with monolines	-	-	-	175	175	-	-	-	-
Other derivatives	-	-	-	2,577	2,577	-	-	2,300	2,300
Other portfolios	280	5,621	18	-	5,919	-	37	-	37
At 31 Dec 2016	3,476	6,489	730	2,752	13,447	3,582	37	2,300	5,919

Level 3 instruments are present in both ongoing and legacy businesses. Loans held for securitisation, derivatives with monolines, certain 'other derivatives' and predominantly all Level 3 ABSs are legacy positions. HSBC has the capability to hold these positions.

Private equity including strategic investments

The investment's fair value is estimated: on the basis of an analysis of the investee's financial position and results, risk profile, prospects and other factors; by reference to market valuations for similar entities quoted in an active market; or the price at which similar companies have changed ownership.

Asset-backed securities

While quoted market prices are generally used to determine the fair value of these securities, valuation models are used to substantiate the reliability of the limited market data available and to identify whether any adjustments to quoted market prices are required. For certain ABSs such as residential mortgage-backed securities, the valuation uses an industry standard model with assumptions relating to prepayment speeds, default rates and loss severity based on collateral type, and performance, as appropriate. The valuations output is benchmarked for consistency against observable data for securities of a similar nature.

Structured notes

The fair value of Level 3 structured notes is derived from the fair value of the underlying debt security, and the fair value of the embedded derivative is determined as described in the paragraph below on derivatives. These structured notes comprise principally equity-linked notes issued by HSBC which provide the counterparty with a return linked to the performance of equity securities and other portfolios. Examples of the unobservable parameters include long-dated equity volatilities and correlations between equity prices, and interest and foreign exchange rates.

Derivatives

OTC derivative valuation models calculate the present value of expected future cash flows, based upon 'no-arbitrage' principles. For many vanilla derivative products, the modelling approaches used are standard across the industry. For more complex derivative products, there may be some differences in market practice. Inputs to valuation models are determined from observable market data wherever possible, including prices available from exchanges, dealers, brokers or providers of consensus pricing. Certain inputs may not be observable in the market directly, but can be determined from observable prices via model calibration procedures or estimated from historical data or other sources.



210	HSBC Holdings plc Annual Report and Accounts 2017

Reconciliation of fair value measurements in Level 3 of the fair value hierarchy



Movement in Level 3 financial instruments
		Assets								Liabilities
		Availablefor sale		Held for trading		Designatedat fair value		Derivatives		Held for trading		Designatedat fair value		Derivatives
	Footnote	$m		$m		$m		$m		$m		$m		$m
At 1 Jan 2017		3,476		6,489		730		2,752		3,582		37		2,300
Total gains/(losses) recognised in profit or loss		351		(188	)	(107	)	152		154		(5	)	400
- trading income/(expense) excluding net interest income		-		(188	)	-		152		154		-		400
- net income/(expense) from other financial instruments designated at fair value		-		-		(107	)	-		-		(5	)	-
- gains less losses from financial investments		313		-		-		-		-		-		-
- loan impairment charges and other credit risk provisions ('LICs')		38		-		-		-		-		-		-
Total gains/(losses) recognised in other comprehensive income ('OCI')	1	71		106		7		188		169		1		120
- available-for-sale investments: fair value gains/(losses)		(30	)	-		-		-		-		-		-
- cash flow hedges: fair value gains/(losses)		-		(1	)	3		(23	)	-		-		(35	)
- exchange differences		101		107		4		211		169		1		155
Purchases		200		1,503		1,127		2		5		-		23
New issuances		-		-		-		1		1,915		-		-
Sales		(939	)	(3,221	)	(130	)	(8	)	(12	)	-		(12	)
Settlements		(69	)	(331	)	(166	)	(60	)	(998	)	-		(123	)
Transfers out		(565	)	(149	)	(3	)	(885	)	(678	)	(33	)	(1,030	)
Transfers in		907		843		2		302		63		-		266
At 31 Dec 2017		3,432		5,052		1,460		2,444		4,200		-		1,944
Unrealised gains/(losses) recognised in profit or loss relating to assets and liabilities held at 31 Dec 2016		16		(110	)	(146	)	218		(117	)	-		(397	)
- trading income/(expense) excluding net interest income		-		(110	)	-		218		(117	)	-		(397	)
- net income/(expense) from other financial instruments designated at fair value		-		-		(146	)	-		-		-		-
- loan impairment charges and other credit risk provisions		16		-		-		-		-		-		-

At 1 Jan 2016		4,727		6,856		474		2,262		4,285		3		1,210
Total gains/(losses) recognised in profit or loss		178		31		25		1,107		337		(1	)	1,428
- trading income/(expense) excluding net interest income		-		31		-		1,107		337		-		1,428
- net income from other financial instruments designated at fair value		-		-		25		-		-		(1	)	-
- gains less losses from financial investments		91		-		-		-		-		-		-
- loan impairment charges and other credit risk provisions ('LICs')		87		-		-		-		-		-		-
Total gains/(losses) recognised in other comprehensive income ('OCI')	1	(162	)	(610	)	(8	)	(335	)	(130	)	(1	)	(240	)
- available-for-sale investments: fair value gains/(losses)		123		-		-		-		-		-		-
- cash flow hedges: fair value gains/(losses)		-		-		-		-		-		-		12
- exchange differences		(285	)	(610	)	(8	)	(335	)	(130	)	(1	)	(252	)
Purchases		350		823		359		-		20		6		-
New issuances		-		-		-		-		1,882		-		-
Sales		(1,212	)	(1,760	)	(7	)	-		(40	)	(2	)	-
Settlements		(177	)	(311	)	(113	)	(107	)	(1,907	)	-		(239	)
Transfers out		(947	)	(199	)	(2	)	(187	)	(920	)	-		(229	)
Transfers in		719		1,659		2		12		55		32		370
At 31 Dec 2016		3,476		6,489		730		2,752		3,582		37		2,300
Unrealised gains/(losses) recognised in profit or loss relating to assets and liabilities held at 31 Dec 2015		87		(170	)	21		364		(143	)	1		(335	)
- trading income/(expense) excluding net interest income		-		(170	)	-		364		(143	)	-		(335	)
- net income from other financial instruments designated at fair value		-		-		21		-		-		1		-
- loan impairment charges and other credit risk provisions		87		-		-		-		-		-		-


1	Included in 'Available-for-sale investments: fair value gains/(losses)' and 'Exchange differences' in the consolidated statement of comprehensive income.

Transfers between levels of the fair value hierarchy are deemed to occur at the end of each semi-annual reporting period. Transfers into and out of Levels of the fair value hierarchy are primarily attributable to observability of valuation inputs and price transparency.



HSBC Holdings plc Annual Report and Accounts 2017	211

Notes on the Financial Statements

Effect of changes in significant unobservable assumptions to reasonably possible alternatives



Sensitivity of Level 3 fair values to reasonably possible alternative assumptions
		2017						2016
		Reflected in profit or loss			Reflected in OCI			Reflected in profit or loss			Reflected in OCI
		Favourablechanges	Un-favourablechanges		Favourablechanges	Un-favourablechanges		Favourablechanges	Un-favourablechanges		Favourablechanges	Un-favourablechanges
	Footnote	$m	$m		$m	$m		$m	$m		$m	$m
Derivatives, trading assets and trading liabilities	1	372	(253	)	-	-		238	(177	)	-	-
Financial assets and liabilities designated at fair value		89	(74	)	-	-		48	(38	)	-	-
Financial investments: available for sale		53	(30	)	128	(149	)	72	(36	)	170	(149	)
At 31 Dec		514	(357	)	128	(149	)	358	(251	)	170	(149	)


1	Derivatives, trading assets and trading liabilities are presented as one category to reflect the manner in which these instruments are risk managed.



Sensitivity of Level 3 fair values to reasonably possible alternative assumptions by instrument type
	2017						2016
	Reflected in profit or loss			Reflected in OCI			Reflected in profit or loss			Reflected in OCI
	Favourablechanges	Un-favourablechanges		Favourablechanges	Un-favourablechanges		Favourablechanges	Un-favourablechanges		Favourablechanges	Un-favourablechanges
	$m	$m		$m	$m		$m	$m		$m	$m
Private equity including strategic investments	142	(105	)	117	(102	)	112	(73	)	121	(106	)
Asset-backed securities	66	(39	)	3	(39	)	43	(15	)	33	(27	)
Loans held for securitisation	1	(1	)	-	-		1	(1	)	-	-
Structured notes	12	(9	)	-	-		10	(7	)	-	-
Derivatives with monolines	-	-		-	-		3	(3	)	-	-
Other derivatives	249	(150	)	-	-		141	(94	)	-	-
Other portfolios	44	(53	)	8	(8	)	48	(58	)	16	(16	)
At 31 Dec	514	(357	)	128	(149	)	358	(251	)	170	(149	)

The sensitivity analysis aims to measure a range of fair values consistent with the application of a 95% confidence interval. Methodologies take account of the nature of the valuation technique employed, as well as the availability and reliability of observable proxy and historical data.

When the fair value of a financial instrument is affected by more than one unobservable assumption, the above table reflects the most favourable or the most unfavourable change from varying the assumptions individually.



212	HSBC Holdings plc Annual Report and Accounts 2017

Key unobservable inputs to Level 3 financial instruments



Quantitative information about significant unobservable inputs in Level 3 valuations
		Fair value				2017								2016
		Assets	Liabilities	Valuationtechniques	Key unobservableinputs	Full rangeof inputs				Core rangeof inputs1				Full rangeof inputs		Core rangeof inputs1
	Footnotes	$m	$m			Lower		Higher		Lower		Higher		Lower	Higher	Lower	Higher
Private equity includingstrategic investments		3,508	20	See page 255	See page 255	n/a		n/a		n/a		n/a		n/a	n/a	n/a	n/a
Asset-backed securities	2	2,577
- CLO/CDO		520		Market proxy	Prepayment rate	2	%	7	%	2	%	7	%	2%	7%	2%	7%
				Market proxy	Bid quotes	0		101		6		53		0	101	42	94
- other ABSs		2,057		Market proxy	Bid quotes	0		103		34		98		0	96	57	90
Loans held for securitisation		24	-
Structured notes		3	4,180
- equity-linked notes		-	4,077	Model -Option model	Equity volatility	7%		47%		14%		30%		11%	96%	16%	36%
				Model - Option model	Equity correlation	33%		95%		45%		72%		33%	94%	46%	81%
- fund-linked notes		-	7	Model - Option model	Fund volatility	6%		15%		6%		15%		6%	11%	6%	11%
- FX-linked notes		-	76	Model - Option model	FX volatility	3%		20%		4%		13%		3%	29%	5%	18%
- other		3	20
Derivatives with monolines		113	-	Model - Discountedcash flow	Credit spread	0.4%		3%		1%		3%		2%	2%	2%	2%
Other derivatives		2,331	1,944
- Interest rate derivatives:
securitisation swaps		285	806	Model - Discountedcash flow	Prepaymentrate	20%		90%		20%		90%		0%	90%	8%	27%
long-dated swaptions		1,244	66	Model - Option model	IR volatility	8%		41%		15%		31%		8%	101%	21%	39%
other		302	145
- FX derivatives:
FX options		86	83	Model - Option model	FX volatility	0.7%		50%		5%		11%		0.6%	25%	7%	12%
other		135	129
- Equity derivatives:
long-dated single stock options		158	359	Model - Option model	Equity volatility	7%		84%		15%		44%		11%	83%	16%	36%
other		96	329
- Credit derivatives:
other		25	27
Other portfolios		3,832	-
- structured certificates		3,014	-	Model - Discounted cash flow	Credit volatility	2%		4%		2%		4%		3%	4%	3%	4%
- EM corporate debt		85	-	Market proxy	Bid quotes	100		100		100		100		96	144	113	113
- other	3	733	-
At 31 Dec 2017		12,388	6,144


1	The core range of inputs is the estimated range within which 90% of the inputs fall.


2	Collateralised loan obligation/collateralised debt obligation.


3	'Other' includes a range of smaller asset holdings.

Private equity including strategic investments

Given the bespoke nature of the analysis in respect of each holding, it is not practical to quote a range of key unobservable inputs.

Prepayment rates

Prepayment rates are a measure of the anticipated future speed at which a loan portfolio will be repaid in advance of the due date. They vary according to the nature of the loan portfolio and expectations of future market conditions, and may be estimated using a variety of evidence, such as prepayment rates implied from proxy observable security prices, current or historical prepayment rates and macroeconomic modelling.

Market proxy

Market proxy pricing may be used for an instrument when specific market pricing is not available but there is evidence from instruments with common characteristics. In some cases it might be possible to identify a specific proxy, but more generally evidence across a wider range of instruments will be used to understand the factors that influence current market pricing and the manner of that influence.



HSBC Holdings plc Annual Report and Accounts 2017	213

Notes on the Financial Statements

Volatility

Volatility is a measure of the anticipated future variability of a market price. It varies by underlying reference market price, and by strike and maturity of the option.

Certain volatilities, typically those of a longer-dated nature, are unobservable and are estimated from observable data. The range of unobservable volatilities reflects the wide variation in volatility inputs by reference market price. The core range is significantly narrower than the full range because these examples with extreme volatilities occur relatively rarely within the HSBC portfolio.

Correlation

Correlation is a measure of the inter-relationship between two market prices and is expressed as a number between minus one and one. It is used to value more complex instruments where the payout is dependent upon more than one market price. There is a wide range of instruments for which correlation is an input, and consequently a wide range of both same-asset correlations and cross-asset correlations is used. In general, the range of same-asset correlations will be narrower than the range of cross-asset correlations.

Unobservable correlations may be estimated based upon a range of evidence, including consensus pricing services, HSBC trade prices, proxy correlations and examination of historical price relationships. The range of unobservable correlations quoted in the table reflects the wide variation in correlation inputs by market price pair.

Credit spread

Credit spread is the premium over a benchmark interest rate required by the market to accept lower credit quality. In a discounted cash flow model, the credit spread increases the discount factors applied to future cash flows, thereby reducing the value of an asset. Credit spreads may be implied from market prices and may not be observable in more illiquid markets.

Inter-relationships between key unobservable inputs

Key unobservable inputs to Level 3 financial instruments may not be independent of each other. As described above, market variables may be correlated. This correlation typically reflects the manner in which different markets tend to react to macroeconomic or other events. Furthermore, the effect of changing market variables on the HSBC portfolio will depend on HSBC's net risk position in respect of each variable.

HSBC Holdings



Basis of valuing HSBC Holdings' financial assets and liabilities measured at fair value
	2017	2016
	$m	$m
Valuation technique using observable inputs: Level 2
Assets at 31 Dec
- derivatives	2,388	2,148
- financial investments in HSBC undertakings	4,264	3,590
- loans and advances to HSBC undertakings designated at fair value	11,944	-
Liabilities at 31 Dec
- designated at fair value	30,890	30,113
- derivatives	3,082	5,025



214	HSBC Holdings plc Annual Report and Accounts 2017



12	Fair values of financial instruments not carried at fair value



Fair values of financial instruments not carried at fair value and bases of valuation
		Fair value
	Carryingamount	Quoted marketpriceLevel 1	ObservableinputsLevel 2	SignificantunobservableinputsLevel 3	Total
	$m	$m	$m	$m	$m
At 31 Dec 2017
Assets
Loans and advances to banks	90,393	-	87,384	3,007	90,391
Loans and advances to customers	962,964	-	20,029	944,176	964,205
Reverse repurchase agreements - non-trading	201,553	-	200,012	1,526	201,538
Financial investments - debt securities	52,919	1,363	52,707	17	54,087
Liabilities
Deposits by banks	69,922	-	69,862	30	69,892
Customer accounts	1,364,462	-	1,353,017	11,608	1,364,625
Repurchase agreements - non-trading	130,002	1	129,995	-	129,996
Debt securities in issue	64,546	-	65,138	-	65,138
Subordinated liabilities	19,826	-	23,740	355	24,095

At 31 Dec 2016
Assets
Loans and advances to banks	88,126	-	85,568	2,572	88,140
Loans and advances to customers	861,504	-	15,670	845,894	861,564
Reverse repurchase agreements - non-trading	160,974	-	159,504	1,527	161,031
Financial investments - debt securities	46,923	1,190	46,014	19	47,223
Liabilities
Deposits by banks	59,939	-	59,883	42	59,925
Customer accounts	1,272,386	-	1,262,540	10,136	1,272,676
Repurchase agreements - non-trading	88,958	-	88,939	-	88,939
Debt securities in issue	65,915	-	66,386	-	66,386
Subordinated liabilities	20,984	-	23,264	292	23,556

Other financial instruments not carried at fair value are typically short-term in nature and reprice to current market rates frequently. Accordingly, their carrying amount is a reasonable approximation of fair value. They include cash and balances at central banks, items in the course of collection from and transmission to other banks, Hong Kong Government certificates of indebtedness and Hong Kong currency notes in circulation, all of which are measured at amortised cost.



Carrying amount and fair value of loans and advances to customers by industry sector
	Carrying amount			Fair value
	Not Impaired	Impaired	Total	Not Impaired	Impaired	Total
	$m	$m	$m	$m	$m	$m
Loans and advances to customers
- personal	370,842	3,920	374,762	371,131	3,257	374,388
- corporate and commercial	510,784	5,970	516,754	512,597	5,769	518,366
- financial	71,377	71	71,448	71,351	100	71,451
At 31 Dec 2017	953,003	9,961	962,964	955,079	9,126	964,205
Loans and advances to customers
- personal	332,574	5,252	337,826	330,167	4,597	334,764
- corporate and commercial	453,151	7,058	460,209	456,816	6,393	463,209
- financial	63,316	153	63,469	63,411	180	63,591
At 31 Dec 2016	849,041	12,463	861,504	850,394	11,170	861,564

Loans and advances to customers are classified as not impaired or impaired in accordance with the criteria described on page 86.

Valuation

Fair value is an estimate of the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It does not reflect the economic benefits and costs that HSBC expects to flow from an instrument's cash flow over its expected future life. Our valuation methodologies and assumptions in determining fair values for which no observable market prices are available may differ from those of other companies.

Loans and advances to banks and customers

To determine the fair value of loans and advances to banks and customers, loans are segregated, as far as possible, into portfolios of similar characteristics. Fair values are based on observable market transactions, when available. When they are unavailable, fair values are estimated using valuation models incorporating a range of input assumptions. These assumptions may include: value estimates from third-party brokers reflecting over-the-counter trading activity; forward-looking discounted cash flow models, taking account of expected customer prepayment rates, using assumptions that HSBC believes are consistent with those that would be used by market participants in valuing such loans; new business rates estimates for similar loans; and trading inputs from other market participants including



HSBC Holdings plc Annual Report and Accounts 2017	215

Notes on the Financial Statements

observed primary and secondary trades. From time to time, we may engage a third-party valuation specialist to measure the fair value of a pool of loans.

The fair value of loans reflects impairments at the balance sheet date and estimates of market participants' expectations of credit losses over the life of the loans, and the fair value effect of repricing between origination and the balance sheet date. For impaired loans, fair value is estimated by discounting the future cash flows over the time period they are expected to be recovered.

Financial investments

The fair values of listed financial investments are determined using bid market prices. The fair values of unlisted financial investments are determined using valuation techniques that incorporate the prices and future earnings streams of equivalent quoted securities.

Deposits by banks and customer accounts

The fair values of on-demand deposits are approximated by their carrying value. For deposits with longer-term maturities, fair values are estimated using discounted cash flows, applying current rates offered for deposits of similar remaining maturities.

Debt securities in issue and subordinated liabilities

Fair values are determined using quoted market prices at the balance sheet date where available, or by reference to quoted market prices for similar instruments.

Repurchase and reverse repurchase agreements - non-trading

Fair values approximate carrying amounts as balances are generally short dated.

HSBC Holdings

The methods used by HSBC Holdings to determine fair values of financial instruments for the purposes of measurement and disclosure are described above.



Fair values of HSBC Holdings' financial instruments not carried at fair value on the balance sheet
	2017		2016
	Carryingamount	Fairvalue1	Carryingamount	Fairvalue1
	$m	$m	$m	$m
Assets at 31 Dec
Loans and advances to HSBC undertakings	76,627	78,534	77,421	79,985
Liabilities at 31 Dec
Amounts owed to HSBC undertakings	2,571	2,571	2,157	2,156
Debt securities in issue	34,258	36,611	21,805	23,147
Subordinated liabilities	15,877	19,596	15,189	17,715


1	Fair values were determined using valuation techniques with observable inputs (Level 2).



13	Financial assets designated at fair value



	2017	2016
	$m	$m
Securities	29,456	24,677
- treasury and other eligible bills	606	204
- debt securities	4,090	4,189
- equity securities	24,760	20,284
Loans and advances to banks and customers	8	79
At 31 Dec	29,464	24,756



Securities1
		2017	2016
	Footnotes	$m	$m
US Treasury and US Government agencies	2	-	104
UK Government		17	41
Hong Kong Government		64	16
Other governments		1,247	747
Asset-backed securities	3	2	20
Corporate debt and other securities		3,366	3,465
Equities		24,760	20,284
At 31 Dec		29,456	24,677


1	Included within these figures are debt securities issued by banks and other financial institutions of $1,621m (2016: $1,766m), of which $0.4m (2016: $19m) are guaranteed by various governments.


2	Includes securities that are supported by an explicit guarantee issued by the US Government.


3	Excludes asset-backed securities included under US Treasury and US Government agencies.



216	HSBC Holdings plc Annual Report and Accounts 2017



14	Derivatives



Notional contract amounts and fair values of derivatives by product contract type held by HSBC
	Notional contract amount		Fair value - Assets				Fair value - Liabilities
	Trading	Hedging	Trading	Hedging	Total		Trading	Hedging	Total
	$m	$m	$m	$m	$m		$m	$m	$m
Foreign exchange	6,215,518	28,768	78,089	428	78,517		74,915	853	75,768
Interest rate	19,751,577	178,289	235,430	1,365	236,795		229,989	3,042	233,031
Equities	590,156	-	9,353	-	9,353		11,845	-	11,845
Credit	391,798	-	4,692	-	4,692		5,369	-	5,369
Commodity and other	59,716	-	886	-	886		1,233	-	1,233
Gross total fair values	27,008,765	207,057	328,450	1,793	330,243		323,351	3,895	327,246
Offset (Note 29)					(110,425	)			(110,425	)
At 31 Dec 2017	27,008,765	207,057	328,450	1,793	219,818		323,351	3,895	216,821

Foreign exchange	5,819,814	26,281	126,185	1,228	127,413		118,813	968	119,781
Interest rate	13,729,757	215,006	253,398	1,987	255,385		245,941	4,081	250,022
Equities	472,169	-	7,410	-	7,410		9,240	-	9,240
Credit	448,220	-	5,199	-	5,199		5,767	-	5,767
Commodity and other	62,009	-	2,020	-	2,020		1,564	-	1,564
Gross total fair values	20,531,969	241,287	394,212	3,215	397,427		381,325	5,049	386,374
Offset (Note 29)					(106,555	)			(106,555	)
At 31 Dec 2016	20,531,969	241,287	394,212	3,215	290,872		381,325	5,049	279,819

The notional contract amounts of derivatives held for trading purposes and derivatives designated in hedge accounting relationships indicate the nominal value of transactions outstanding at the balance sheet date; they do not represent amounts at risk.

Derivative assets and liabilities decreased during 2017, reflecting changes in yield curve movements and changes in foreign exchange rates.



Notional contract amounts and fair values of derivatives by product contract type held by HSBC Holdings with subsidiaries
	Notional contract amount		Fair value - Assets			Fair value - Liabilities
	Trading	Hedging	Trading	Hedging	Total	Trading	Hedging	Total
	$m	$m	$m	$m	$m	$m	$m	$m
Foreign exchange	20,484	1,120	588	-	588	1,330	110	1,440
Interest rate	41,061	25,294	1,364	436	1,800	678	964	1,642
At 31 Dec 2017	61,545	26,414	1,952	436	2,388	2,008	1,074	3,082

Foreign exchange	23,442	1,120	223	-	223	3,201	239	3,440
Interest rate	26,858	24,356	1,478	447	1,925	639	946	1,585
At 31 Dec 2016	50,300	25,476	1,701	447	2,148	3,840	1,185	5,025

Use of derivatives

For details regarding use of derivatives, see page 107 under 'Market Risk'.

Trading derivatives

Most of HSBC's derivative transactions relate to sales and trading activities. Sales activities include the structuring and marketing of derivative products to customers to enable them to take, transfer, modify or reduce current or expected risks. Trading activities include market-making and risk management. Market-making entails quoting bid and offer prices to other market participants for the purpose of generating revenues based on spread and volume. Risk management activity is undertaken to manage the risk arising from client transactions, with the principal purpose of retaining client margin. Other derivatives classified as held for trading include non-qualifying hedging derivatives.

Substantially all of HSBC Holdings' derivatives entered into with subsidiaries are managed in conjunction with financial liabilities designated at fair value.

Derivatives valued using models with unobservable inputs

The difference between the fair value at initial recognition (the transaction price) and the value that would have been derived had valuation techniques used for subsequent measurement been applied at initial recognition, less subsequent releases, is as follows:



HSBC Holdings plc Annual Report and Accounts 2017	217

Notes on the Financial Statements



Unamortised balance of derivatives valued using models with significant unobservable inputs
		2017		2016
	Footnote	$m		$m
Unamortised balance at 1 Jan		99		97
Deferral on new transactions		191		156
Recognised in the income statement during the year:		(187	)	(140	)
- amortisation		(85	)	(70	)
- subsequent to unobservable inputs becoming observable		(2	)	(5	)
- maturity, termination or offsetting derivative		(100	)	(65	)
Exchange differences		10		(13	)
Other		(7	)	(1	)
Unamortised balance at 31 Dec	1	106		99


1	This amount is yet to be recognised in the consolidated income statement.

Hedge accounting derivatives

Fair value hedges

HSBC's fair value hedges principally consist of interest rate swaps that are used to protect against changes in the fair value of fixed-rate long-term financial instruments due to movements in market interest rates.



Notional contract amounts and fair values of derivatives designated as fair value hedges by product type
	2017			2016
	Notional	Fair ValueAssets	Fair ValueLiabilities	Notional	Fair Value Assets	Fair Value Liabilities
	$m	$m	$m	$m	$m	$m
HSBC
Foreign exchange	1,027	-	23	618	10	22
Interest rate	112,714	1,020	2,744	124,361	1,078	3,726
At 31 Dec	113,741	1,020	2,767	124,979	1,088	3,748
HSBC Holdings
Foreign exchange	1,120	-	110	1,120	-	239
Interest rate	25,294	436	964	24,356	447	946
At 31 Dec	26,414	436	1,074	25,476	447	1,185



Gains or losses arising from fair value hedges
	2017		2016		2015
	$m		$m		$m
HSBC
Gains/(losses):
- on hedging instruments	621		(439	)	40
- on the hedged items attributable to the hedged risk	(617	)	462		(51	)
Year ended 31 Dec	4		23		(11	)
HSBC Holdings
Gains/(losses):
- on hedging instruments	(57	)	(909	)	(4	)
- on the hedged items attributable to the hedged risk	23		926		6
Year ended 31 Dec	(34	)	17		2

Cash flow hedges

HSBC's cash flow hedges consist principally of interest rate swaps, futures and cross-currency swaps that are used to protect against exposures to variability in future interest cash flows on non-trading assets and liabilities which bear interest at variable rates or which are expected to be re-funded or reinvested in the future. The amounts and timing of future cash flows, representing both principal and interest flows, are projected for each portfolio of financial assets and liabilities on the basis of their contractual terms and other relevant factors, including estimates of prepayments and defaults. The aggregate principal balances and interest cash flows across all portfolios over time form the basis for identifying gains and losses on the effective portions of derivatives designated as cash flow hedges of forecast transactions.



Notional contract amounts and fair values of derivatives designated as cash flow hedges by product held by HSBC
	2017			2016
	Notional	Assets	Liabilities	Notional	Assets	Liabilities
	$m	$m	$m	$m	$m	$m
Foreign Exchange	22,741	424	759	25,663	1,081	939
Interest rate	65,575	345	298	90,645	909	355
At 31 Dec	88,316	769	1,057	116,308	1,990	1,294



218	HSBC Holdings plc Annual Report and Accounts 2017



Forecast principal balances on which interest cash flows are expected to arise
	3 months or less		More than 3 months but less than 1 year		5 years or less but more than 1 year		More than 5 years
	$m		$m		$m		$m
Net cash inflows/(outflows) exposure
Assets	70,769		65,771		44,347		956
Liabilities	(7,729	)	(7,017	)	(4,992	)	(536	)
At 31 Dec 2017	63,040		58,754		39,355		420

Net cash inflows/(outflows) exposure
Assets	83,472		79,749		57,553		2,750
Liabilities	(13,169	)	(12,977	)	(11,761	)	(1,502	)
At 31 Dec 2016	70,303		66,772		45,792		1,248

This table reflects the interest rate repricing profile of the underlying hedged items. During the year to 31 December 2017, a loss of$5m (2016: $5m loss; 2015: $15m gain) was recognised due to hedge ineffectiveness.

Hedges of net investments in foreign operations

The Group applies hedge accounting in respect of certain consolidated net investments. Hedging is undertaken using forward foreign exchange contracts or by financing with foreign currency borrowings. At 31 December 2017, the fair values of outstanding financial instruments designated as hedges of net investments in foreign operations were assets of $4m (2016: $137m), liabilities of $71m (2016: $7m) and notional contract values of $5,000m (2016: $3,544m). Ineffectiveness recognised in 'Net trading income' in the year ended31 December 2017 was nil (2016: nil; 2015: nil).



15	Financial investments



Carrying amount of financial investments
		2017	2016
	Footnote	$m	$m
Available for sale securities at fair value		336,157	389,874
- treasury and other eligible bills		78,851	99,226
- debt securities		253,389	285,981
- equity securities		3,917	4,667
Held to maturity securities at amortised cost		52,919	46,923
- debt securities	1	52,919	46,923
At 31 Dec		389,076	436,797


1	Fair value $54.1bn (2016: $47.2bn).



Financial investments at amortised cost and fair value
		2017		2016
		Amortised cost	Fair value1	Amortised cost	Fair value1
	Footnotes	$m	$m	$m	$m
US Treasury		41,427	41,274	57,135	56,625
US Government agencies	2	18,691	18,494	15,790	15,682
US Government sponsored entities	2	10,998	11,033	14,397	14,442
UK Government		17,817	18,538	27,506	28,480
Hong Kong Government		52,269	52,252	62,500	62,475
Other governments		134,766	136,414	140,943	142,594
Asset-backed securities	3	6,187	5,781	10,246	9,392
Corporate debt and other securities		99,136	102,540	100,180	102,741
Equities		2,989	3,917	3,042	4,667
At 31 Dec		384,280	390,243	431,739	437,098


1	Included within 'fair value' figures are debt securities issued by banks and other financial institutions of $67bn (2016: $69bn), of which $15bn (2016: $20bn) are guaranteed by various governments.


2	Includes securities that are supported by an explicit guarantee issued by the US Government.


3	Excludes asset-backed securities included under US Government agencies and sponsored entities.



Maturities of investments in debt securities at their carrying amount
	1 year or less	5 years or less but over 1 year	10 years or less but over 5 years	Over 10 years	Total
	$m	$m	$m	$m	$m
Available for sale	63,896	122,113	37,292	30,088	253,389
Held to maturity	3,731	9,406	13,482	26,300	52,919
At 31 Dec 2017	67,627	131,519	50,774	56,388	306,308

Available for sale	64,155	142,700	45,385	33,741	285,981
Held to maturity	2,502	10,210	10,348	23,863	46,923
At 31 Dec 2016	66,657	152,910	55,733	57,604	332,904



HSBC Holdings plc Annual Report and Accounts 2017	219

Notes on the Financial Statements



Contractual maturities and weighted average yields of investment debt securities
	1 year or less		5 years or less but over 1 year		10 years or less but over 5 years		Over 10 years
	Amount	Yield	Amount	Yield	Amount	Yield	Amount	Yield
	$m	%	$m	%	$m	%	$m	%
Available for sale
US Treasury	3,981	1.1	16,213	1.9	15,806	2.0	3,318	3.1
US Government agencies	50	1.9	129	2.2	19	3.8	7,924	2.6
US Government-sponsored agencies	148	3.5	2,759	3.0	1,965	2.6	2,733	2.7
UK Government	636	0.2	6,970	0.9	6,552	0.8	-	-
Hong Kong Government	216	0.8	1,014	1.3	-	-	-	-
Other governments	45,337	1.8	57,441	2.7	7,429	3.0	1,678	3.4
Asset-backed securities	26	7.8	28	5.5	271	1.7	5,858	2.9
Corporate debt and other securities	13,613	1.7	35,598	1.9	4,043	2.6	7,779	3.9
Total amortised cost at 31 Dec 2017	64,007		120,152		36,085		29,290
Total carrying value	63,896		122,113		37,292		30,088
Held to maturity
US Treasury	41	5.0	22	4.7	49	4.9	130	4.2
US Government agencies	-	-	21	4.0	27	2.5	10,519	2.4
US Government-sponsored agencies	-	-	322	2.4	325	2.8	2,747	2.9
Hong Kong Government	227	0.5	28	2.6	13	1.2	7	1.4
Other governments	108	4.7	240	4.0	198	3.7	847	4.3
Asset-backed securities	-	-	-	-	-	-	4	6.7
Corporate debt and other securities	3,355	3.7	8,773	3.4	12,870	3.3	12,046	3.9
Total amortised cost at 31 Dec 2017	3,731		9,406		13,482		26,300
Total carrying value	3,731		9,406		13,482		26,300

The maturity distributions of ABSs are presented in the above table on the basis of contractual maturity dates. The weighted average yield for each range of maturities is calculated by dividing the annualised interest income for the year ended 31 December 2017 by the book amount of available-for-sale debt securities at that date. The yields do not include the effect of related derivatives.



16	Assets pledged, collateral received and assets transferred

Assets pledged



Financial assets pledged as collateral
	2017	2016
	$m	$m
Treasury bills and other eligible securities	10,183	7,151
Loans and advances to banks	14,518	17,444
Loans and advances to customers	68,336	74,109
Debt securities	96,245	80,063
Equity securities	33,209	2,655
Other	2,743	1,838
Assets pledged at 31 Dec	225,234	183,260

Assets pledged as collateral include all assets categorised as encumbered in the disclosure on page 67 of the Pillar 3 Disclosures at 31 December 2017.

The amount of assets pledged to secure liabilities may be greater than the book value of assets utilised as collateral. For example, in the case of securitisations and covered bonds, the amount of liabilities issued plus mandatory over-collateralisation is less than the book value of the pool of assets available for use as collateral. This is also the case where assets are placed with a custodian or a settlement agent which has a floating charge over all the assets placed to secure any liabilities under settlement accounts.

These transactions are conducted under terms that are usual and customary to collateralised transactions including, where relevant, standard securities lending and borrowing, repurchase agreements and derivative margining. HSBC places both cash and non-cash collateral in relation to derivative transactions.



Financial assets pledged as collateral which the counterparty has the right to sell or repledge
	2017	2016
	$m	$m
Trading assets	70,117	37,141
Financial investments	13,581	4,044
At 31 Dec	83,698	41,185

Collateral received

The fair value of assets accepted as collateral, relating primarily to standard securities lending, reverse repurchase agreements, swaps of securities and derivative margining, that HSBC is permitted to sell or repledge in the absence of default was $387,678m (2016: $250,919m). The fair value of any such collateral sold or repledged was $243,531m (2016: $149,185m).

HSBC is obliged to return equivalent securities. These transactions are conducted under terms that are usual and customary to standard securities lending, reverse repurchase agreements and derivative margining.



220	HSBC Holdings plc Annual Report and Accounts 2017

Assets transferred

The assets pledged include transfers to third parties that do not qualify for derecognition, notably secured borrowings such as debt securities held by counterparties as collateral under repurchase agreements and equity securities lent under securities lending agreements, as well as swaps of equity and debt securities. For secured borrowings, the transferred asset collateral continues to be recognised in full and a related liability, reflecting the Group's obligation to repurchase the assets for a fixed price at a future date is also recognised on the balance sheet. Where securities are swapped, the transferred asset continues to be recognised in full. There is no associated liability as the non-cash collateral received is not recognised on the balance sheet. The Group is unable to use, sell or pledge the transferred assets for the duration of the transaction, and remains exposed to interest rate risk and credit risk on these pledged assets. With the exception of 'Other sales' in the table below, the counterparty's recourse is not limited to the transferred assets.



Transferred financial assets not qualifying for full derecognition and associated financial liabilities
	Carrying amount of:		Fair value of:
	Transferred assets	Associated liabilities	Transferred assets	Associated liabilities	Netposition
	$m	$m	$m	$m	$m
At 31 Dec 2017
Repurchase agreements	55,510	52,093
Securities lending agreements	33,878	3,324
Other sales (recourse to transferred assets only)	2,387	2,388	2,377	2,378	(1	)

At 31 Dec 2016
Repurchase agreements	40,364	39,568
Securities lending agreements	3,324	2,655
Other sales (recourse to transferred assets only)	2,441	2,466	2,455	2,458	(3	)



17	Interests in associates and joint ventures

Associates

At 31 December 2017, the carrying amount of HSBC's interests in associates was $22,577m (2016: $19,874m).



Principal associates of HSBC
	2017		2016
	Carryingamount	Fairvalue1	Carryingamount	Fairvalue1
	$m	$m	$m	$m
Bank of Communications Co., Limited	18,057	10,491	15,765	10,207
The Saudi British Bank	3,618	4,320	3,280	3,999


1	Principal associates are listed on recognised stock exchanges. The fair values are based on the quoted market prices of the shares held (Level 1 in the fair value hierarchy).



		At 31 Dec 2017
	Footnote	Country of incorporation and principal place of business	Principal activity	HSBC's interest %
Bank of Communications Co., Limited	1	PRC	Banking services	19.03
The Saudi British Bank		Saudi Arabia	Banking services	40.00


1	People's Republic of China.

A list of all associates and joint ventures is set out on page 258.

Bank of Communications Co., Limited

The Group's significant influence in Bank of Communications Co., Limited ('BoCom') was established via representation on BoCom's board of directors and a technical cooperation and exchange programme. Under this programme, a number of HSBC staff have been seconded to assist in the maintenance of BoCom's financial and operating policies.

Impairment testing

At 31 December 2017, the fair value of HSBC's investment in BoCom had been below the carrying amount for approximately 68 months. As a result, the Group performed an impairment test on the carrying amount of the investment in BoCom, which confirmed there was no impairment at 31 December 2017.

At 31 Dec 2017

At 31 Dec 2016

VIU

Carrying value

Fairvalue

VIU

Carrying value

Fairvalue

$bn

Bank of Communications Co., Limited

18.3

18.1

10.5

16.1

15.8

10.2



HSBC Holdings plc Annual Report and Accounts 2017	221

Notes on the Financial Statements

Basis of recoverable amount

The impairment test was performed by comparing the recoverable amount of BoCom, determined by a value in use ('VIU') calculation, with its carrying amount. The VIU calculation uses discounted cash flow projections based on management's estimates of earnings. Cash flows beyond the short to medium term are extrapolated in perpetuity using a long-term growth rate to derive a terminal value, which comprises the majority of VIU. An imputed capital maintenance charge ('CMC') is calculated to reflect expected regulatory capital requirements, and is deducted from forecast cash flows. The principal inputs to the CMC calculation include estimates of asset growth, the ratio of risk-weighted assets to total assets, and the expected minimum regulatory capital requirements. An increase in the CMC as a result of a change to these principal inputs would reduce VIU. Additionally, management considers other factors (including qualitative factors) to ensure that the inputs to the VIU calculation remain appropriate. Significant management judgement is required in estimating the future cash flows of BoCom.

Key assumptions in value in use calculation

We used a number of assumptions in our VIU calculation:


•	Long-term profit growth rate of 3% (2016: 5%) for periods after 2020, which does not exceed forecast GDP growth in mainland China and is within the range forecast by external analysts.


•	Long-term asset growth rate of 3% (2016: 4%) for periods after 2020, which is the rate that assets are expected to grow to achieve long-term profit growth of 3%.


•	Discount rate of 11.85% (2016: 13.0%), which is based on a capital asset pricing model ('CAPM') calculation for BoCom, using market data. Management also compares rates derived from the CAPM with discount rates from external sources. The discount rate used was within the range of 10.2% to 13.4% (2016: 10.2% to 15.0%) indicated by external sources.


•	Loan impairment charge as a percentage of customer advances: a range from 0.66% to 0.82% (2016: 0.72% to 0.87%) in the short to medium term, largely based on forecasts disclosed by external analysts. For periods after 2020, the ratio is 0.70% (2016: 0.70%), slightly higher than the historical average.


•	Risk-weighted assets as a percentage of total assets: 62% (2016: 62%) for all forecast periods. This is consistent with the forecasts disclosed by external analysts.


•	Cost-income ratio: ranges from 37.1% to 38.0% (2016: 40.0%) in the short to medium term. This is slightly higher than the forecasts disclosed by external analysts.

The long-term profit growth rate, long-term asset growth rate and discount rate assumptions were updated in 2017 to better align with market practice when setting long-term assumptions in VIU calculations. The long-term profit growth rate was set at the lower end of the range forecast by external analysts and there was a corresponding change to the long-term asset growth rate. These changes reduced management's uncertainty in respect of estimated future cash flows and accordingly the discount rate was set based on CAPM with no adjustment for uncertainty in future cash flows.

The following table shows the change to each key assumption in the VIU calculation that on its own would reduce the headroom to nil.



Key assumption	Changes to key assumption to reduce headroom to nil
• Long-term profit growth rate	• Decrease by 11 basis points
• Long-term asset growth rate	• Increase by 10 basis points
• Discount rate	• Increase by 13 basis points
• Loan impairment charge as a percentage of customer advances	• Increase by 2 basis points
• Risk-weighted assets as a percentage of total assets	• Increase by 63 basis points
• Cost-income ratio	• Increase by 46 basis points

The following table illustrates the effect on VIU of reasonably possible changes to key assumptions. This reflects the sensitivity of the VIU to each key assumption on its own, and it is possible that more than one favourable and/or unfavourable change will occur at the same time. The selected rates of reasonably possible changes to key assumptions is largely based on external analysts' forecasts which can change period to period.



Sensitivity of VIU to reasonably possible changes in key assumptions
	Favourable change				Unfavourable change
			Increasein VIU	VIU			DecreaseIn VIU		VIU
	bps		$bn	$bn	bps		$bn		$bn
At 31 Dec 2017
Long-term profit growth rate	200		6.6	24.9	-		-		18.3
Long-term asset growth rate	(20	)	0.5	18.9	200		(7.1	)	11.2
Discount rate	(35	)	0.7	19.1	65		(1.2	)	17.1
Loan impairment charge as a percentage of customer advances	2017-20: 0.71%2021 onwards: 0.70%		0.1	18.5	2017-20: 0.90%2021 onwards: 0.77%		(1.3	)	17.0
Risk-weighted assets as a percentage of total assets	(60	)	0.2	18.6	30		(0.1	)	18.2
Cost-income ratio	(173	)	1.5	19.8	-		-		18.3

At 31 Dec 2016
Long-term profit growth rate	-		-	16.1	(150	)	(3.3	)	12.8
Long-term asset growth rate	(80	)	1.8	17.8	-		-		16.1
Discount rate	(100	)	2.3	18.4	-		-		16.1
Loan impairment charge as a percentage of customer advances	-		-	16.1	2016-19: 0.93%2020 onwards: 0.80%		(1.1	)	15.0
Risk-weighted assets as a percentage of total assets	(30	)	0.1	16.2	170		(0.6	)	15.5
Cost income ratio	(170	)	0.9	17.0	250		(1.4	)	14.7



222	HSBC Holdings plc Annual Report and Accounts 2017

Considering the interrelationship of the changes set out in the table above, management estimates that the reasonably possible range of VIU is $14.7bn to $21.1bn (2016: $10.8bn to $19.0bn).

Selected financial information of BoCom

The statutory accounting reference date of BoCom is 31 December. For the year ended 31 December 2017, HSBC included the associate's results on the basis of financial statements for the 12 months ended 30 September 2017, taking into account changes in the subsequent period from 1 October 2017 to 31 December 2017 that would have materially affected the results.



Selected balance sheet information of BoCom
	At 30 Sep
	2017	2016
	$m	$m
Cash and balances at central banks	146,029	137,844
Loans and advances to banks and other financial institutions	120,403	101,436
Loans and advances to customers	662,706	566,126
Other financial assets	386,067	311,207
Other assets	58,202	48,922
Total assets	1,373,407	1,165,535
Deposits by banks and other financial institutions	366,993	297,442
Customer accounts	747,882	680,915
Other financial liabilities	123,751	69,954
Other liabilities	32,568	27,860
Total liabilities	1,271,194	1,076,171
Total equity	102,213	89,364



Reconciliation of BoCom's total shareholders' equity to the carrying amount in HSBC's consolidated financial statements
	At 30 Sep
	2017	2016
	$m	$m
HSBC's share of total shareholders' equity	17,551	15,285
Goodwill and other intangible assets	506	480
Carrying amount	18,057	15,765



Selected income statement information of BoCom
	For the 12 months ended 30 Sep
	2017		2016
	$m		$m
Net interest income	19,080		20,614
Net fee and commission income	5,698		5,493
Loan impairment charges	(4,286	)	(4,284	)
Depreciation and amortisation	(1,342	)	(1,216	)
Tax expense	(2,234	)	(2,800	)
Profit for the year	10,288		10,151
Other comprehensive income	(624	)	875
Total comprehensive income	9,664		11,026
Dividends received from BoCom	565		580



Summarised aggregate financial information for all associates excluding BoCom
	2017	2016
	$m	$m
Carrying amount	4,520	4,109
HSBC's share of:
- total assets	20,625	20,757
- total liabilities	16,119	16,661
- revenues	1,051	923
- profit or loss from continuing operations	487	454

Joint ventures

At 31 December 2017, the carrying amount of HSBC's interests in joint ventures was $167m (2016: $155m).

Associates and joint ventures

For the year ended 31 December 2017, HSBC's share of associates' and joint ventures' tax on profit was $440m (2016: $542m). This is included within 'Share of profit in associates and joint ventures' in the 'Consolidated income statement'.



HSBC Holdings plc Annual Report and Accounts 2017	223

Notes on the Financial Statements



Movements in interests in associates and joint ventures
		2017		2016
	Footnote	$m		$m
At 1 Jan		20,029		19,139
Additions		60		76
Disposals		(67	)	(25	)
Share of results		2,375		2,354
Dividends		(740	)	(751	)
Exchange differences		1,144		(1,115	)
Share of other comprehensive income of associates and joint ventures		(43	)	54
Other movements		(14	)	297
At 31 Dec	1	22,744		20,029


1	Includes goodwill of $521m (2016: $488m).



18	Investments in subsidiaries



Principal subsidiaries of HSBC Holdings
	At 31 Dec 2017
	Country of incorporation or registration	HSBC's interest %
	Country of incorporation or registration	HSBC's interest %	Share class
Europe
HSBC Bank plc	England and Wales	100	£1 Ordinary and Preferred Ordinary, $0.01 Non-cumulative third Dollar Preference Shares
HSBC France	France	99.99	€5 Actions
HSBC Assurances Vie (France)	France	99.99	287.50 EUR Ordinary shares
HSBC Private Banking Holdings (Suisse) SA	Switzerland	100	CHF1,000 Ordinary
HSBC Trinkaus & Burkhardt AG	Germany	80.67	Stückaktien no par value
Asia
Hang Seng Bank Limited	Hong Kong	62.14	HK$5 Ordinary
HSBC Bank Australia Limited	Australia	100	Ordinary no par value
HSBC Bank (China) Company Limited	PRC4	100	CNY1 Ordinary
HSBC Bank Malaysia Berhad	Malaysia	100	RM0.50 Ordinary
HSBC Bank (Taiwan) Limited	Taiwan	100	TWD10 Ordinary
HSBC Life (International) Limited	Bermuda	100	HK$1 Ordinary
The Hongkong and Shanghai Banking Corporation Limited	Hong Kong	100	Ordinary no par value, CIP1 and NIP2
HSBC Bank (Singapore) Limited	Singapore	100	SGD100 Ordinary
Middle East and North Africa
HSBC Bank Middle East Limited	United Arab Emirates	100	$1 Ordinary and $1 CRP3
HSBC Bank Egypt S.A.E.	Egypt	94.54	EGP84 Ordinary
North America
HSBC Bank Canada	Canada	100	Common no par value and Preference no par value
HSBC Bank USA, N.A.	USA	100	$100 Common and $0.01 Preference
HSBC Securities (USA) Inc.	USA	100	$0.05 Common
Latin America
HSBC Mexico, S.A., Institución de Banca Múltiple,Grupo Financiero HSBC	Mexico	99.99	MXN2 Ordinary


1	Cumulative Irredeemable Preference shares.


2	Non-cumulative Irredeemable Preference shares.


3	Cumulative Redeemable Preference shares.


4	People's Republic of China.

Details of the debt, subordinated debt and preference shares issued by the principal subsidiaries to parties external to the Group are included in Notes 24 'Debt securities in issue', 27 'Subordinated liabilities' and 30 'Non-controlling interests', respectively.

A list of all related undertakings is set out on pages 252 to 261. The principal countries of operation are the same as the countries of incorporation except for HSBC Life (International) Limited, which operates mainly in Hong Kong.

HSBC is structured as a network of regional banks and locally incorporated regulated banking entities. Each bank is separately capitalised in accordance with applicable prudential requirements and maintains a capital buffer consistent with the Group's risk appetite for the relevant country or region. HSBC's capital management process is incorporated in the Annual Operating Plan, which is approved by the Board.

HSBC Holdings is the primary provider of equity capital to its subsidiaries and also provides them with non-equity capital where necessary. These investments are substantially funded by HSBC Holdings' issuance of equity and non-equity capital, and by profit retention. The reduction in HSBC Holdings investments in subsidiaries of $2,920m during the year (2016: $1,920m) is driven by $4,070m return of capital from subsidiaries (2016: $3,898m), $242m intra-group disposals (2016: $0m), $352m of other movements including provisions (2016: $95m) partially offset by $1,744m of new capital injections (2016: $2,073m).



224	HSBC Holdings plc Annual Report and Accounts 2017

As part of its capital management process, HSBC Holdings seeks to maintain a balance between the composition of its capital and its investment in subsidiaries. Subject to this, there is no current or foreseen impediment to HSBC Holdings' ability to provide funding for such investments. During 2017, consistent with the Group's capital plan, the Group's subsidiaries did not experience any significant restrictions on paying dividends or repaying loans and advances. Also, there are no foreseen restrictions envisaged with regard to planned dividends or payments. However, the ability of subsidiaries to pay dividends or advance monies to HSBC Holdings depends on, among other things, their respective local regulatory capital and banking requirements, exchange controls, statutory reserves, and financial and operating performance.

The amount of guarantees by HSBC Holdings in favour of other Group entities is set out in Note 32.

Information on structured entities consolidated by HSBC where HSBC owns less than 50% of the voting rights is included in Note 19 'Structured entities'. In each of these cases, HSBC controls and consolidates an entity when it is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.



Subsidiaries with significant non-controlling interests
	2017	2016
Hang Seng Bank Limited
Proportion of ownership interests and voting rights held by non-controlling interests	37.86%	37.86%
Place of business	Hong Kong	Hong Kong
	$m	$m
Profit attributable to non-controlling interests	997	814
Accumulated non-controlling interests of the subsidiary	6,233	5,792
Dividends paid to non-controlling interests	594	811
Summarised financial information:
- total assets	186,638	175,242
- total liabilities	169,275	159,035
- net operating income before loan impairment	4,556	3,937
- profit for the year	2,632	2,148
- total comprehensive income for the year	2,895	2,044



19	Structured entities

HSBC is mainly involved with both consolidated and unconsolidated structured entities through the securitisation of financial assets, conduits and investment funds, established either by HSBC or a third party.

Consolidated structured entities



Total assets of HSBC's consolidated structured entities, split by entity type
	Conduits	Securitisations	HSBCmanaged funds	Other	Total
	$bn	$bn	$bn	$bn	$bn
At 31 Dec 2017	12.9	4.8	7.0	3.2	27.9
At 31 Dec 2016	15.8	5.7	4.8	3.7	30.0

Conduits

HSBC has established and manages two types of conduits: securities investment conduits ('SICs') and multi-seller conduits.

Securities investment conduits

The SICs purchase highly rated ABSs to facilitate tailored investment opportunities.

•

Solitaire - At 31 December 2017, Solitaire, HSBC's principal SIC held $3.2bn of ABSs (2016: $4.7bn). These are included within the disclosures of ABSs on page 100. It is currently funded entirely by commercial paper ('CP') issued to HSBC. Although HSBC continues to provide a liquidity facility, Solitaire has no need to draw on it as long as HSBC purchases its issued CP, which HSBC intends to do for the foreseeable future. At 31 December 2017, HSBC held $4.6bn of CP (2016: $6.1bn).

•

Mazarin, Barion and Malachite - All three SICs are now funded by medium-term notes, and are no longer funded by repurchase agreements. HSBC's primary exposure to Mazarin, Barion and Malachite is represented by the amortised cost of the debt required to support the non-cash assets of the vehicles. At 31 December 2017, this amounted to $0.9bn (2016: $1.3bn). For all three SICs first loss protection is provided through the capital notes issued by these vehicles, which are held substantially by third parties.

Multi-seller conduit

HSBC's multi-seller conduit was established to provide access to flexible market-based sources of finance for its clients. Currently, HSBC bears risk equal to the transaction-specific facility offered to the multi-seller conduit, amounting to $15.7bn at 31 December 2017 (2016: $15.2bn (restated)). First loss protection is provided by the originator of the assets, and not by HSBC, through transaction-specific credit enhancements. A layer of secondary loss protection is provided by HSBC in the form of programme-wide enhancement facilities.

Securitisations

HSBC uses structured entities to securitise customer loans and advances it originates in order to diversify its sources of funding for asset origination and capital efficiency purposes. The loans and advances are transferred by HSBC to the structured entities for cash or synthetically through credit default swaps, and the structured entities issue debt securities to investors.

HSBC managed funds

HSBC has established a number of money market and non-money market funds. Where it is deemed to be acting as principal rather than agent in its role as investment manager, HSBC controls these funds.



HSBC Holdings plc Annual Report and Accounts 2017	225

Notes on the Financial Statements

Other

HSBC has also entered into a number of transactions in the normal course of business which include asset and structured finance transactions where it has control of the structured entity. In addition, HSBC is deemed to control a number of third-party managed funds through its involvement as a principal in the funds.

Unconsolidated structured entities

The term 'unconsolidated structured entities' refers to all structured entities not controlled by HSBC. The Group enters into transactions with unconsolidated structured entities in the normal course of business to facilitate customer transactions and for specific investment opportunities.



Nature and risks associated with HSBC interests in unconsolidated structured entities
	Securitisations	HSBCmanaged funds	Non-HSBCmanaged funds	Other	Total
Total asset values of the entities ($m)
0 - 500	78	321	930	210	1,539
500 - 2,000	6	56	578	3	643
2,000 - 5,000	-	17	235	-	252
5,000 - 25,000	2	10	104	1	117
25,000+	-	2	11	-	13
Number of entities at 31 Dec 2017	86	406	1,858	214	2,564
	$bn	$bn	$bn	$bn	$bn
Total assets in relation to HSBC's interests in the unconsolidated structured entities	4.0	9.1	9.3	4.1	26.5
- trading assets	-	0.2	0.2	2.4	2.8
- financial assets designated at fair value	-	8.0	8.3	-	16.3
- loans and advances to banks	-	-	-	0.1	0.1
- loans and advances to customers	4.0	-	-	1.1	5.1
- financial investments	-	0.9	0.8	0.1	1.8
- other assets	-	-	-	0.4	0.4
Total liabilities in relation to HSBC's interests in the unconsolidated structured entities	-	-	-	0.3	0.3
- other liabilities	-	-	-	0.3	0.3
Other off balance sheet commitments	-	0.1	2.2	0.3	2.6
HSBC's maximum exposure at 31 Dec 2017	4.0	9.2	11.5	4.4	29.1

Total asset values of the entities ($m)
0 - 500	93	374	1,104	95	1,666
500 - 2,000	10	43	498	5	556
2,000 - 5,000	-	22	187	2	211
5,000 - 25,000	-	8	72	2	82
25,000+	-	1	4	1	6
Number of entities at 31 Dec 2016	103	448	1,865	105	2,521
	$bn	$bn	$bn	$bn	$bn
Total assets in relation to HSBC's interests in the unconsolidated structured entities	2.4	7.1	8.3	6.2	24.0
- trading assets	-	0.4	0.1	2.1	2.6
- financial assets designated at fair value	-	5.9	7.5	-	13.4
- loans and advances to banks	-	-	-	0.4	0.4
- loans and advances to customers	2.4	-	-	3.2	5.6
- financial investments	-	0.8	0.7	0.2	1.7
- other assets	-	-	-	0.3	0.3
Total liabilities in relation to HSBC's interests in the unconsolidated structured entities	-	-	-	0.2	0.2
- other liabilities	-	-	-	0.2	0.2
Other off balance sheet commitments	-	-	2.7	0.1	2.8
HSBC's maximum exposure at 31 Dec 2016	2.4	7.1	11.0	6.3	26.8

The maximum exposure to loss from HSBC's interests in unconsolidated structured entities represents the maximum loss it could incur as a result of its involvement with these entities regardless of the probability of the loss being incurred.


•	For commitments, guarantees and written credit default swaps, the maximum exposure to loss is the notional amount of potential future losses.


•	For retained and purchased investments in and loans to unconsolidated structured entities, the maximum exposure to loss is the carrying value of these interests at the balance sheet reporting date.

The maximum exposure to loss is stated gross of the effects of hedging and collateral arrangements entered into to mitigate HSBC's exposure to loss.

Securitisations

HSBC has interests in unconsolidated securitisation vehicles through holding notes issued by these entities. In addition, HSBC has investments in ABSs issued by third-party structured entities as set out on page 100.



226	HSBC Holdings plc Annual Report and Accounts 2017

HSBC managed funds

HSBC establishes and manages money market funds and non-money market investment funds to provide customers with investment opportunities. Further information on funds under management is provided on page 60.

HSBC, as fund manager, may be entitled to receive management and performance fees based on the assets under management. HSBC may also retain units in these funds.

Non-HSBC managed funds

HSBC purchases and holds units of third-party managed funds in order to facilitate business and meet customer needs. In addition to entities, asset and liability classes disclosed above HSBC enters into derivative contracts with Non-HSBC managed funds. These interests arise in the normal course of business for the facilitation of third-party transactions and risk management solutions. Note 14 provides information on derivatives entered into by HSBC.

Other

HSBC has established structured entities in the normal course of business, such as structured credit transactions for customers, to provide finance to public and private sector infrastructure projects, and for asset and structured finance transactions. In addition to entities, asset and liability classes disclosed above HSBC enters into derivative contracts with Other Structured Entities. These interests arise in the normal course of business for the facilitation of third-party transactions and risk management solutions. Note 14 provides information on derivatives entered into by HSBC.

HSBC sponsored structured entities

The amount of assets transferred to and income received from such sponsored entities during 2017 and 2016 were not significant.



20	Goodwill and intangible assets



		2017	2016
	Footnote	$m	$m
Goodwill		13,588	12,330
Present value of in-force long-term insurance business		6,610	6,502
Other intangible assets	1	3,255	2,514
At 31 Dec		23,453	21,346


1	Included within other intangible assets is internally generated software with a net carrying value of $2,641m (2016: $1,982m).



Movement analysis of goodwill
	2017		2016
	$m		$m
Gross amount
At 1 Jan	21,445		22,187
Exchange differences	1,490		(562	)
Reclassified to held for sale	-		(183	)
Other	(33	)	3
At 31 Dec	22,902		21,445
Accumulated impairment losses
At 1 Jan	(9,115	)	(5,893	)
Impairment losses	-		(3,240	)
Exchange differences	(327	)	-
Other	128		18
At 31 Dec	(9,314	)	(9,115	)
Net carrying amount at 31 Dec	13,588		12,330

Impairment testing

The Group's impairment test in respect of goodwill allocated to each cash generating unit ('CGU') is performed as at 1 July each year. A review for indicators of impairment is undertaken at each subsequent quarter-end and as at 31 December 2017. No indicators of impairment were identified as part of these reviews.

Basis of the recoverable amount

The recoverable amount of all CGUs to which goodwill has been allocated was equal to its value in use ('VIU') at each respective testing date for 2016 and 2017. For each CGU, the VIU is calculated by discounting management's cash flow projections for the CGU. The key assumptions used in the VIU calculation for each significant CGU are discussed below.



HSBC Holdings plc Annual Report and Accounts 2017	227

Notes on the Financial Statements



Key assumptions in VIU calculation
		Goodwill at1 Jul 2017	Discountrate	Nominal growth rate beyond initial cash flow projections	Goodwill at1 Jul 2016	Discount rate	Nominal growth rate beyond initial cash flow projections
	Footnote	$m	%	%	$m	%	%
Cash-generating unit
Europe
RBWM		3,508	8.9	3.7	3,446	8.9	3.6
CMB		2,570	9.9	3.6	2,517	9.7	3.8
Global
GB&M	1	4,000	10.6	5.8	n/a	n/a	n/a


1	Subsequent to the 1 July 2016 annual test the CGU for Global Banking and Markets was amended from a regional to a global basis. The first formal impairment test for this CGU was performed as at 1 July 2017.

At 1 July 2017, aggregate goodwill of $3,059m (1 July 2016: $3,025m) had been allocated to CGUs that were not considered individually significant. The Group's CGUs do not carry on their balance sheets any significant intangible assets with indefinite useful lives, other than goodwill.

Management's judgement in estimating the cash flows of a CGU

The cash flow projections for each CGU are based on plans approved by the GMB. For the goodwill impairment test conducted at 1 July 2017, management's cash flow projections until the end of 2021 were used.

Discount rate

The rate used to discount the cash flows is based on the cost of capital assigned to each CGU, which is derived using a capital asset pricing model ('CAPM'). CAPM depends on a number of inputs reflecting financial and economic variables, including the risk-free rate and a premium to reflect the inherent risk of the business being evaluated. These variables are based on the market's assessment of the economic variables and management's judgement. The discount rates for each CGU are refined to reflect the rates of inflation for the countries within which the CGU operate. In addition, for the purposes of testing goodwill for impairment, management supplements this process by comparing the discount rates derived using the internally generated CAPM, with cost of capital rates produced by external sources for businesses operating in similar markets.

Nominal long-term growth rate

The long-term growth rate is used to extrapolate the cash flows in perpetuity because of the long-term perspective within the Group of business units making up the CGUs. These growth rates reflect GDP and inflation for the countries within which the CGU operates or derives revenue from.

Sensitivities of key assumptions in calculating VIU

At 1 July 2017, none of the CGUs were sensitive to reasonably possible adverse changes in key assumptions supporting the recoverable amount. In making an estimate of reasonably possible changes to assumptions, management considers the available evidence in respect of each input to the model such as the external range of discount rates observable, historical performance against forecast and risks attaching to the key assumptions underlying cash flow projections.

Present value of in-force long-term insurance business

When calculating the present value of in-force insurance business ('PVIF'), expected cash flows are projected after adjusting for a variety of assumptions made by each insurance operation to reflect local market conditions and management's judgement of future trends, and uncertainty in the underlying assumptions is reflected by applying margins (as opposed to a cost of capital methodology). Variations in actual experience and changes to assumptions can contribute to volatility in the results of the insurance business.

Actuarial Control Committees of each key insurance entity meet on a quarterly basis to review and approve PVIF assumptions. All changes to non-economic assumptions, economic assumptions that are not observable and model methodology must be approved by the Actuarial Control Committee.



Movements in PVIF
		2017		2016
	Footnotes	$m		$m
PVIF at 1 Jan		6,502		5,685
Change in PVIF of long-term insurance business		24		902
- value of new business written during the year		919		900
- expected return	1	(599	)	(532	)
- assumption changes and experience variances (see below)		(280	)	513
- other adjustments		(16	)	21
Transfer of assets classified as held for sale	2	-		(45	)
Exchange differences and other		84		(40	)
PVIF at 31 Dec		6,610		6,502


1	'Expected return' represents the unwinding of the discount rate and reversal of expected cash flows for the period.


2	Relates to the Brazilian insurance operations which were classified as held for sale in 2015.



228	HSBC Holdings plc Annual Report and Accounts 2017

Assumption changes and experience variances

Included within this line item are:


•	$(98)m (2016: $279m), directly offsetting regulatory-driven changes to the valuation of liabilities under insurance contracts.


•	$(141)m (2016: $301m), reflecting the future expected sharing of returns with policyholders on contracts with discretionary participation features ('DPF'), to the extent this sharing is not already included in liabilities under insurance contracts.


•	$(41)m (2016: $(67)m), driven by other assumptions changes and experience variances.

Key assumptions used in the computation of PVIF for main life insurance operations

Economic assumptions are set in a way that is consistent with observable market values. The valuation of PVIF is sensitive to observed market movements and the impact of such changes is included in the sensitivities presented below.



	2017		2016
	Hong Kong	France1	Hong Kong	France1
	%	%	%	%
Weighted average risk-free rate	2.02	1.50	2.09	0.99
Weighted average risk discount rate	6.20	2.20	6.34	1.84
Expense inflation	3.00	1.48	3.00	1.66


1	For 2017, the calculation of France's PVIF assumes a risk discount rate of 2.20% (2016: 1.84%) plus a risk margin of $80m (2016: $101m).

Sensitivity to changes in economic assumptions

The Group sets the risk discount rate applied to the PVIF calculation by starting from a risk-free rate curve and adding explicit allowances for risks not reflected in the best estimate cash flow modelling. Where the insurance operations provide options and guarantees to policyholders the cost of these options and guarantees is an explicit reduction to PVIF, unless it is already allowed for as an explicit addition to the technical provisions required by regulators. See page 115 for further details of these guarantees and the impact of changes in economic assumptions on our insurance manufacturing subsidiaries.

Sensitivity to changes in non-economic assumptions

Policyholder liabilities and PVIF are determined by reference to non-economic assumptions including mortality and/or morbidity, lapse rates and expense rates. See page 116 for further details on the impact of changes in non-economic assumptions on our insurance manufacturing operations.



21	Prepayments, accrued income and other assets



	2017	2016
	$m	$m
Prepayments and accrued income	7,929	7,335
Assets held for sale	781	4,389
Bullion	13,128	15,406
Endorsements and acceptances	9,750	8,574
Reinsurers' share of liabilities under insurance contracts (Note 3)	2,471	1,820
Employee benefit assets (Note 5)	8,752	4,714
Other accounts	14,353	12,298
Property, plant and equipment	10,027	9,373
At 31 Dec	67,191	63,909

Prepayments, accrued income and other assets include $30,431m (2016: $26,927m) of financial assets, the majority of which are measured at amortised cost.



22	Trading liabilities



		2017	2016
	Footnotes	$m	$m
Deposits by banks	1	23,297	24,827
Customer accounts	1, 2	52,595	45,085
Other debt securities in issue (Note 24)	3	40,734	32,656
Other liabilities - net short positions in securities		67,735	51,123
At 31 Dec		184,361	153,691


1	'Deposits by banks' and 'Customer accounts' include repos, settlement accounts, stock lending, cash collateral and margin accounts relating to trading activities.


2	Structured deposits placed at HSBC Bank USA and HSBC Trust Company (Delaware) National Association are insured by the Federal Deposit Insurance Corporation, a US government agency, up to $250,000 per depositor.


3	'Other debt securities in issue' comprises structured notes issued by HSBC for which market risks are actively managed as part of trading portfolios.

At 31 December 2017, the cumulative amount of change in fair value attributable to changes in HSBC's credit risk was a loss of $543m (2016: gain of $2m).



HSBC Holdings plc Annual Report and Accounts 2017	229

Notes on the Financial Statements



23	Financial liabilities designated at fair value



HSBC
	2017	2016
	$m	$m
Deposits by banks and customer accounts	145	135
Liabilities to customers under investment contracts	5,635	6,002
Debt securities in issue (Note 24)	64,359	57,112
Subordinated liabilities (Note 27)	23,831	23,172
Preferred securities (Note 27)	459	411
At 31 Dec	94,429	86,832

The carrying amount of financial liabilities designated at fair value was $5,343m more than the contractual amount at maturity (2016: $4,413m more). The cumulative own credit loss recognised was $4,107m (2016: loss of $1,672m).



HSBC Holdings
	2017	2016
	$m	$m
Debt securities in issue (Note 24)	17,496	16,766
Subordinated liabilities (Note 27)	13,394	13,347
At 31 Dec	30,890	30,113

The carrying amount of financial liabilities designated at fair value was $3,370m more than the contractual amount at maturity(2016: $2,681m more). The cumulative amount of change in fair value attributable to changes in credit risk was a loss of$2,209m (2016: loss of $1,202m).



24	Debt securities in issue



HSBC
	2017		2016
	$m		$m
Bonds and medium-term notes	146,539		133,721
Other debt securities in issue	23,100		21,962
Total debt securities in issue	169,639		155,683
Included within:
- trading liabilities (Note 22)	(40,734	)	(32,656	)
- financial liabilities designated at fair value (Note 23)	(64,359	)	(57,112	)
At 31 Dec	64,546		65,915



HSBC Holdings
	2017		2016
	$m		$m
Debt securities	51,754		38,571
Included within:
- financial liabilities designated at fair value (Note 23)	(17,496	)	(16,766	)
At 31 Dec	34,258		21,805



25	Accruals, deferred income and other liabilities



	2017	2016
	$m	$m
Accruals and deferred income	11,521	10,770
Endorsements and acceptances	9,746	8,567
Employee benefit liabilities (Note 5)	2,152	2,681
Liabilities of disposal groups held for sale	1,286	2,790
Other liabilities	21,202	19,483
At 31 Dec	45,907	44,291

Accruals, deferred income and other liabilities include $34,048m (2016: $30,932m) of financial liabilities, the majority of which are measured at amortised cost.



230	HSBC Holdings plc Annual Report and Accounts 2017



26	Provisions



	Restructuringcosts		Contractualcommitments		Legal proceedingsand regulatorymatters		Customerremediation		Otherprovisions		Total
	$m		$m		$m		$m		$m		$m
At 1 Jan 2017	551		298		2,436		1,124		364		4,773
Additions	204		87		829		820		280		2,220
Amounts utilised	(353	)	(3	)	(850	)	(543	)	(133	)	(1,882	)
Unused amounts reversed	(103	)	(135	)	(980	)	(52	)	(107	)	(1,377	)
Unwinding of discounts	-		(1	)	-		-		9		8
Exchange and other movements	35		7		66		105		56		269
At 31 Dec 2017	334		253		1,501		1,454		469		4,011

At 1 Jan 2016	463		240		3,174		1,340		335		5,552
Additions	415		141		1,258		762		208		2,784
Amounts utilised	(168	)	(1	)	(1,831	)	(680	)	(118	)	(2,798	)
Unused amounts reversed	(115	)	(97	)	(165	)	(94	)	(96	)	(567	)
Unwinding of discounts	-		-		-		-		6		6
Exchange and other movements	(44	)	15		-		(204	)	29		(204	)
At 31 Dec 2016	551		298		2,436		1,124		364		4,773

Further details of 'Legal proceedings and regulatory matters' are set out in Note 34. Legal proceedings include civil court, arbitration or tribunal proceedings brought against HSBC companies (whether by way of claim or counterclaim); or civil disputes that may, if not settled, result in court, arbitration or tribunal proceedings. Regulatory matters refers to investigations, reviews and other actions carried out by, or in response to the actions of, regulators or law enforcement agencies in connection with alleged wrongdoing by HSBC.

Customer remediation refers to HSBC's activities to compensate customers for losses or damages associated with a failure to comply with regulations or to treat customers fairly. Customer remediation is often initiated by HSBC in response to customer complaints and/or industry developments in sales practices, and is not necessarily initiated by regulatory action. Further details of customer remediation are set out in this note.

Payment protection insurance

$1,174m (2016: $919m) relating to the estimated liability for redress in respect of the possible mis-selling of Payment Protection Insurance ('PPI') policies in previous years. Cumulative provisions made since the Judicial Review ruling in the first half of 2011 amount to $5.1bn, of which $3.9bn had been paid at 31 December 2017.

An increase in provisions of $637m was recognised during the year, primarily reflecting an adjustment to expected future complaint volumes; in light of additional detail becoming available around the likely impact and profile of regulatory media campaigns during the remainder of the period during which complaints could be received.

The estimated liability for redress is calculated on the basis of the total premiums paid by the customer plus simple interest of 8% per annum (or the rate inherent in the related loan product where higher). The basis for calculating the redress liability is the same for single premium and regular premium policies. Future estimated redress levels are based on the historically observed redress per policy.

A total of 5.4 million PPI policies have been sold since 2000, generating estimated revenues of $3.3bn at 2017. The gross written premiums on these policies was approximately $4.4bn.

At 31 December 2017, the estimated total complaints expected to be received were 2.2 million, representing 41% of total policies sold. It is estimated that contact will be made with regard to 2.6 million policies, representing 48% of total policies sold. This estimate includes inbound complaints as well as the group's proactive contact exercise on certain policies ('outbound contact').

The following table details the cumulative number of complaints received at 31 December 2017 and the number of claims expected in the future:



Cumulative PPI complaints received to 31 December 2017 and future claims expected
	Footnotes	Cumulative actual to 31 Dec 2017	Future expected
Inbound complaints (000s of policies)	1	1,555	363
Outbound contact (000s of policies)		685	-
Response rate to outbound contact		44%	n/a
Average uphold rate per claim	2	76%	84%
Average redress per claim ($)		2,564	3,029
Complaints to Financial Ombudsman Service (000s of policies)		144	26
Average uphold rate per Financial Ombudsman Service claim		40%	47%


1	Excludes invalid claims for which no PPI policy exists.


2	Claims include inbound and responses to outbound contact.

A 100,000 increase/decrease in the total inbound complaints would increase/decrease the redress provision by approximately $194m at 2017 average exchange rates.



HSBC Holdings plc Annual Report and Accounts 2017	231

Notes on the Financial Statements



27	Subordinated liabilities



HSBC's subordinated liabilities
	2017	2016
	$m	$m
At amortised cost	19,826	20,984
- subordinated liabilities	17,988	19,230
- preferred securities	1,838	1,754
Designated at fair value (Note 23)	24,290	23,583
- subordinated liabilities	23,831	23,172
- preferred securities	459	411
At 31 Dec	44,116	44,567
Issued by HSBC subsidiaries	15,470	16,860
Issued by HSBC Holdings	28,646	27,707

Subordinated liabilities rank behind senior obligations and generally count towards the capital base of HSBC. Capital securities may be called and redeemed by HSBC subject to prior notification to the PRA and, where relevant, the consent of the local banking regulator. If not redeemed at the first call date, coupons payable may step up or become floating rate based on interbank rates. On capital securities other than floating rate notes, interest is payable at fixed rates of up to 10.176%.

The balance sheet amounts disclosed below are presented on an IFRS basis and do not reflect the amount that the instruments contribute to regulatory capital principally due to regulatory amortisation and regulatory eligibility limits.



232	HSBC Holdings plc Annual Report and Accounts 2017



HSBC's subordinated liabilities in issue
					2017	2016
		Footnotes	First call date	Maturity date	$m	$m
Additional tier 1 capital securities guaranteed by HSBC Holdings plc		1
$900m	10.176% non-cumulative step-up perpetual preferred securities, series 2		Jun 2030		892	891
					892	891
Additional tier 1 capital securities guaranteed by HSBC Bank plc		1
£300m	5.862% non-cumulative step-up perpetual preferred securities		Apr 2020		459	411
£700m	5.844% non-cumulative step-up perpetual preferred securities		Nov 2031		946	863
					1,405	1,274
Tier 2 securities issued by HSBC Bank plc
$750m	Undated floating rate primary capital notes		Jun 1990		750	750
$500m	Undated floating rate primary capital notes		Sep 1990		500	500
$300m	Undated floating rate primary capital notes, series 3		Jun 1992		300	300
$300m	7.65% subordinated notes		-	May 2025	375	372

£350m	5.00% callable subordinated notes	2	Mar 2018	Mar 2023	496	466
£300m	6.50% subordinated notes		-	Jul 2023	405	369
£350m	5.375% callable subordinated step-up notes	3	Nov 2025	Nov 2030	584	489
£500m	5.375% subordinated notes		-	Aug 2033	912	750
£225m	6.25% subordinated notes		-	Jan 2041	303	276
£600m	4.75% subordinated notes		-	Mar 2046	802	731
					5,427	5,003
Tier 2 securities issued by The Hongkong and Shanghai Banking Corporation Ltd
$400m	Primary capital undated floating rate notes (third series)		Jul 1991		400	400
					400	400
Tier 2 securities issued by HSBC Bank Malaysia Berhad
MYR500m	4.35% subordinated bonds	4	Jun 2017	Jun 2022	-	112
MYR500m	5.05% subordinated bonds		Nov 2022	Nov 2027	123	112
					123	224
Tier 2 securities issued by HSBC USA Inc.
$750m	5.00% subordinated notes		-	Sep 2020	748	748
$250m	7.20% subordinated debentures		-	Jul 2097	221	220
	Other subordinated liabilities each less than $150m	5			277	284
					1,246	1,252
Tier 2 securities issued by HSBC Bank USA, N.A.
$500m	6.00% subordinated notes		-	Aug 2017	-	498
$1,250m	4.875% subordinated notes		-	Aug 2020	1,236	1,257
$1,000m	5.875% subordinated notes		-	Nov 2034	1,272	1,137
$750m	5.625% subordinated notes		-	Aug 2035	955	862
$700m	7.00% subordinated notes		-	Jan 2039	700	701
					4,163	4,455
Tier 2 securities issued by HSBC Finance Corporation
$2,939m	6.676% senior subordinated notes	6	-	Jan 2021	1,092	2,192

Tier 2 securities issued by HSBC Bank Canada
CAD400m	4.80% subordinated debentures	4	Apr 2017	Apr 2022	-	299
	Other subordinated liabilities each less than $150m		Oct 1996	Nov 2083	31	29
					31	328
Securities issued by HSBC Mexico, S.A.
$300m	Non-convertible subordinated obligations	7, 8	Jun 2014	Jun 2019	240	240
	Other subordinated liability less than $150m	7, 9			115	198
					355	438
Securities issued by other HSBC subsidiaries
Other subordinated liabilities each less than $200m		5			336	403
Subordinated liabilities issued by HSBC subsidiaries at 31 Dec					15,470	16,860


1	See paragraph below, 'Guaranteed by HSBC Holdings or HSBC Bank plc'.


2	In January 2018, HSBC gave notice it will redeem these securities.


3	The interest rate payable after November 2025 is the sum of the three-month sterling Libor plus 1.50% percentage points.


4	In 2017 HSBC redeemed these securities.


5	Some securities included here are ineligible for inclusion in the capital base of HSBC.


6	HSBC tendered for these securities in 2017. In January 2018 a further tender was conducted. The principal balance is now $509m.


7	These securities are ineligible for inclusion in the capital base of HSBC.


8	Approximately $60m of these securities are held by HSBC Holdings.


9	In February 2018, HSBC gave notice it will redeem these securities.



HSBC Holdings plc Annual Report and Accounts 2017	233

Notes on the Financial Statements



HSBC Holdings
	2017	2016
	$m	$m
At amortised cost	15,877	15,189
Designated at fair value (Note 23)	13,394	13,347
At 31 Dec	29,271	28,536



HSBC Holdings' subordinated liabilities
			First call	Maturity	2017	2016
		Footnotes	date	date	$m	$m
Tier 2 securities issued by HSBC Holdings plc
Amounts owed to third parties
$2,000m	4.25% subordinated notes	2,4	-	Mar 2024	2,038	2,060
$1,500m	4.25% subordinated notes	2	-	Jun 2025	1,586	1,539
$1,500m	4.375% subordinated notes	2	-	Nov 2026	1,580	1,520
$488m	7.625% subordinated notes	1	-	May 2032	553	528
$222m	7.35% subordinated notes	1	-	Nov 2032	248	278
$2,000m	6.5% subordinated notes	1	-	May 2036	2,042	2,029
$2,500m	6.5% subordinated notes	1	-	Sep 2037	3,365	3,170
$1,500m	6.8% subordinated notes	1	-	Jun 2038	1,489	1,487
$1,500m	5.25% subordinated notes	2,4	-	Mar 2044	1,755	1,747

£900m	6.375% subordinated notes	1,3	Oct 2017	Oct 2022	-	1,163
£650m	5.75% subordinated notes	2	-	Dec 2027	1,114	932
£650m	6.75% subordinated notes	2	-	Sep 2028	873	793
£750m	7.0% subordinated notes	2	-	Apr 2038	1,043	971
£900m	6.0% subordinated notes	2	-	Mar 2040	1,199	1,086

€1,600m	6.25% subordinated notes	2	-	Mar 2018	1,918	1,693
€1,750m	6.0% subordinated notes	2	-	Jun 2019	2,349	2,168
€1,500m	3.375% subordinated notes	2,4	Jan 2019	Jan 2024	1,827	1,626
€1,500m	3.0% subordinated notes	2	-	Jun 2025	2,037	1,716
€1,000m	3.125% subordinated notes	2	-	Jun 2028	1,363	1,139
					28,379	27,645
Amounts owed to HSBC undertakings
$900m	10.176% subordinated step-up cumulative notes		Jun 2030	Jun 2040	892	891
					892	891
At 31 Dec					29,271	28,536


1	Amounts owed to third parties represent securities included in the capital base of HSBC as tier 2 securities in accordance with the grandfathering provisions under CRD IV rules.


2	These securities are included in the capital base of HSBC as fully CRD IV compliant tier 2 securities on an end point basis.


3	In 2017, HSBC redeemed these securities.


4	These subordinated notes are measured at amortised cost in HSBC Holdings, where the interest rate risk is hedged using a fair value hedge, while they are measured at fair value in the Group.

Additional tier 1 capital securities

Additional tier 1 capital securities are perpetual subordinated securities on which coupon payments may be deferred or cancelled at the discretion of HSBC. The securities presented in this Note are accounted for as liabilities because HSBC has an obligation to pay dividends in perpetuity. See Note 31 for additional tier 1 capital securities accounted for as equity.

The additional tier 1 securities presented in this section do not meet the identifying criteria in full for recognition as tier 1 capital under CRD IV but are eligible as regulatory capital subject to grandfathering limits and progressive phase-out.

Guaranteed by HSBC Holdings or HSBC Bank plc

These capital securities were issued by the Jersey limited partnerships and proceeds lent to the respective guarantors by the limited partnerships in the form of subordinated notes. They qualify as additional tier 1 capital for HSBC under CRD IV by virtue of the application of grandfathering provisions, and the two capital securities guaranteed by HSBC Bank plc ('HSBC Bank') also qualify as additional tier 1 capital for HSBC Bank (on a solo and a consolidated basis) under CRD IV by virtue of the same grandfathering process.

These preferred securities, together with the guarantee, are intended to provide investors with economic rights equivalent to the rights that they would have had if they had purchased non-cumulative perpetual preference shares of the relevant issuer. There are limitations on the payment of distributions if such payments are prohibited under UK banking regulations or other requirements, if a payment would cause a breach of HSBC's capital adequacy requirements or if HSBC Holdings or HSBC Bank has insufficient distributable reserves (as defined).

HSBC Holdings and HSBC Bank have individually covenanted that if prevented under certain circumstances from paying distributions on the preferred securities in full, they will not pay dividends or other distributions in respect of their ordinary shares, or repurchase or redeem their ordinary shares, until the distribution on the preferred securities has been paid in full.

Preference shares of HSBC Holdings that have economic terms equal in all material respects to the preferred securities and their guarantee together will be substituted for the preferred securities guaranteed by HSBC Holdings if the total capital ratio of HSBC Holdings falls below the regulatory minimum required, or the Directors expect it to in the near term.

Preference shares of HSBC Bank that have economic terms equal in all material respects to the preferred securities and their guarantee together will be substituted for the preferred securities guaranteed by HSBC Bank if any of the two issues of preferred securities are



234	HSBC Holdings plc Annual Report and Accounts 2017

outstanding in April 2049 or November 2048, respectively; or the total capital ratio of HSBC Bank on a solo and consolidated basis falls below the regulatory minimum required, or the Directors expect it to in the near term.

Tier 2 capital securities

These capital securities are included within HSBC's regulatory capital base as tier 2 capital under CRD IV by virtue of the application of grandfathering provisions (with the exception of identified securities that are compliant with CRD IV end point rules). Tier 2 capital securities are either perpetual or dated subordinated securities on which there is an obligation to pay coupons. In accordance with CRD IV, the capital contribution of all tier 2 securities is amortised for regulatory purposes in their final five years before maturity.



28	Maturity analysis of assets, liabilities and off-balance sheet commitments

The table on page 236 provides an analysis of consolidated total assets, liabilities and off-balance sheet commitments by residual contractual maturity at the balance sheet date. These balances are included in the maturity analysis as follows:


•	Trading assets and liabilities (including trading derivatives but excluding reverse repos, repos and debt securities in issue) are included in the 'Due not more than 1 month' time bucket, because trading balances are typically held for short periods of time.

•

Financial assets and liabilities with no contractual maturity (such as equity securities) are included in the 'Due over 5 years' time bucket. Undated or perpetual instruments are classified based on the contractual notice period which the counterparty of the instrument is entitled to give. Where there is no contractual notice period, undated or perpetual contracts are included in the 'Due over 5 years' time bucket.


•	Non-financial assets and liabilities with no contractual maturity are included in the 'Due over 5 years' time bucket.


•	Financial instruments included within assets and liabilities of disposal groups held for sale are classified on the basis of the contractual maturity of the underlying instruments and not on the basis of the disposal transaction.


•	Liabilities under insurance contracts are included in the 'Due over 5 years' time bucket. Liabilities under investment contracts are classified in accordance with their contractual maturity. Undated investment contracts are included in the 'Due over 5 years' time bucket, however, such contracts are subject to surrender and transfer options by the policyholders.


•	Loan and other credit-related commitments are classified on the basis of the earliest date they can be drawn down. Application of this policy throughout the Group was improved in 2017, and therefore comparative information has been represented.



HSBC Holdings plc Annual Report and Accounts 2017	235

Notes on the Financial Statements

HSBC



Maturity analysis of assets, liabilities and off-balance sheet commitments
	Due not more than 1 month	Due over 1 month but not more than 3 months	Due over 3 months but not more than 6 months	Due over 6 months but not more than 9 months	Due over 9 months but not more than 1 year	Due over 1 year but not more than 2 years	Due over 2 years but not more than 5 years	Due over 5 years	Total
	$m	$m	$m	$m	$m	$m	$m	$m	$m
Financial assets
Cash and balances at central banks	180,624	-	-	-	-	-	-	-	180,624
Items in the course of collection from other banks	6,628	-	-	-	-	-	-	-	6,628
Hong Kong Government certificates of indebtedness	34,186	-	-	-	-	-	-	-	34,186
Trading assets	284,781	1,432	642	-	1,140	-	-	-	287,995
Financial assets designated at fair value	612	93	230	162	197	556	2,068	25,546	29,464
Derivatives	218,103	162	97	124	42	234	592	464	219,818
Loans and advances to banks	61,968	10,665	4,212	2,344	1,502	5,799	2,491	1,412	90,393
Loans and advances to customers	195,577	65,469	49,860	34,107	37,176	93,065	218,784	268,926	962,964
- personal	42,593	9,126	8,483	7,441	7,492	23,552	61,238	214,837	374,762
- corporate and commercial	124,669	50,532	36,046	22,932	26,577	61,785	144,451	49,762	516,754
- financial	28,315	5,811	5,331	3,734	3,107	7,728	13,095	4,327	71,448
Reverse repurchase agreements- non-trading	144,244	30,289	7,951	2,194	3,960	1,072	4,598	7,245	201,553
Financial investments	31,981	51,487	31,634	13,446	17,647	40,582	90,366	111,933	389,076
Accrued income and other financial assets	19,259	5,795	2,050	358	411	652	513	2,046	31,084
Financial assets at 31 Dec 2017	1,177,963	165,392	96,676	52,735	62,075	141,960	319,412	417,572	2,433,785
Non-financial assets	-	-	-	-	-	-	-	87,986	87,986
Total assets at 31 Dec 2017	1,177,963	165,392	96,676	52,735	62,075	141,960	319,412	505,558	2,521,771
Off-balance sheet commitments received
Loan and other credit-related commitments	2,431	-	3,335	-	-	133	-	-	5,899
Financial liabilities
Hong Kong currency notes in circulation	34,186	-	-	-	-	-	-	-	34,186
Deposits by banks	56,829	1,961	1,097	616	157	361	7,393	1,508	69,922
Customer accounts1	1,269,003	44,129	21,596	11,570	10,757	4,527	2,257	623	1,364,462
- personal	648,040	22,938	13,489	6,810	5,727	2,753	1,557	119	701,433
- corporate and commercial	458,937	16,496	6,983	3,712	3,970	1,705	641	451	492,895
- financial	162,026	4,695	1,124	1,048	1,060	69	59	53	170,134
Repurchase agreements- non-trading	113,208	14,042	1,592	160	-	-	1,000	-	130,002
Items in the course of transmission to other banks	6,850	-	-	-	-	-	-	-	6,850
Trading liabilities	145,028	2,026	2,177	2,130	3,077	5,038	12,814	12,071	184,361
Financial liabilities designated atfair value	80	281	2,094	271	2,798	4,215	22,468	62,222	94,429
- debt securities in issue: covered bonds	-	-	-	209	-	212	2,494	1,654	4,569
- debt securities in issue: unsecured	55	95	2,087	62	2,797	1,654	19,505	33,535	59,790
- subordinated liabilities and preferred securities	-	-	-	-	-	2,349	459	21,482	24,290
- other	25	186	7	-	1	-	10	5,551	5,780
Derivatives	213,011	79	141	140	202	504	1,107	1,637	216,821
Debt securities in issue	6,081	6,295	5,228	5,795	9,240	6,725	22,767	2,415	64,546
- covered bonds	-	-	-	-	1	3	10	34	48
- otherwise secured	3,479	4	-	-	1,000	1,100	914	1,193	7,690
- unsecured	2,602	6,291	5,228	5,795	8,239	5,622	21,843	1,188	56,808
Accruals and other financial liabilities	18,009	9,547	2,798	749	717	1,007	1,569	938	35,334
Subordinated liabilities	-	1,918	73	36	132	273	3,595	13,799	19,826
Total financial liabilities at 31 Dec 2017	1,862,285	80,278	36,796	21,467	27,080	22,650	74,970	95,213	2,220,739
Non-financial liabilities	-	-	-	-	-	-	-	103,161	103,161
Total liabilities at 31 Dec 2017	1,862,285	80,278	36,796	21,467	27,080	22,650	74,970	198,374	2,323,900
Off-balance sheet commitments given
Loan and other credit-related commitments	628,070	38,736	3,310	1,777	4,087	3,436	3,824	2,349	685,589
- personal	187,545	2,001	340	343	1,583	1,033	952	513	194,310
- corporate and commercial	388,778	32,011	2,782	1,322	2,309	2,403	2,804	1,716	434,125
- financial	51,747	4,724	188	112	195	-	68	120	57,154



236	HSBC Holdings plc Annual Report and Accounts 2017



Maturity analysis of assets, liabilities and off-balance sheet commitments (continued)
	Due not more than 1 month	Due over 1 month but not more than 3 months	Due over 3 months but not more than 6 months	Due over 6 months but not more than 9 months	Due over 9 months but not more than 1 year	Due over 1 year but not more than 2 years	Due over 2 years but not more than 5 years	Due over 5 years	Total
	$m	$m	$m	$m	$m	$m	$m	$m	$m
Financial assets
Cash and balances at central banks	128,009	-	-	-	-	-	-	-	128,009
Items in the course of collection from other banks	5,003	-	-	-	-	-	-	-	5,003
Hong Kong Government certificates of indebtedness	31,228	-	-	-	-	-	-	-	31,228
Trading assets	232,550	758	230	415	1,172	-	-	-	235,125
Financial assets designated at fair value	176	182	75	178	363	749	2,486	20,547	24,756
Derivatives	287,749	149	207	96	110	704	1,056	801	290,872
Loans and advances to banks	59,636	13,404	4,494	2,375	1,765	2,879	2,298	1,275	88,126
Loans and advances to customers	167,531	61,693	47,664	30,115	30,362	85,144	192,787	246,208	861,504
- personal	39,295	7,812	6,723	5,928	6,799	22,664	53,620	194,985	337,826
- corporate and commercial	108,906	48,333	35,180	21,317	19,573	54,739	126,890	45,271	460,209
- financial	19,330	5,548	5,761	2,870	3,990	7,741	12,277	5,952	63,469
Reverse repurchase agreements - non-trading	115,942	25,525	10,378	5,220	2,350	479	1,080	-	160,974
Financial investments	36,932	59,826	30,403	16,800	19,564	50,255	104,933	118,084	436,797
Accrued income and other financial assets	16,885	8,050	1,737	407	462	421	1,033	1,907	30,902
Financial assets at 31 Dec 2016	1,081,641	169,587	95,188	55,606	56,148	140,631	305,673	388,822	2,293,296
Non-financial assets	-	-	-	-	-	-	-	81,690	81,690
Total assets at 31 Dec 2016	1,081,641	169,587	95,188	55,606	56,148	140,631	305,673	470,512	2,374,986
Off-balance sheet commitments received
Loan and other credit-related commitments	2,813	-	2,050	-	-	110	-	-	4,973
Financial liabilities
Hong Kong currency notes in circulation	31,228	-	-	-	-	-	-	-	31,228
Deposits by banks	46,306	4,075	2,085	665	489	422	4,842	1,055	59,939
Customer accounts1	1,180,641	45,245	19,187	10,277	8,325	4,709	3,500	502	1,272,386
- personal	590,654	22,222	12,024	5,823	4,786	3,484	2,483	121	641,597
- corporate and commercial	436,666	17,460	6,178	3,951	3,082	1,200	967	360	469,864
- financial	153,321	5,563	985	503	457	25	50	21	160,925
Repurchase agreements - non-trading	82,330	2,707	2,871	50	-	-	1,000	-	88,958
Items in the course of transmission to other banks	5,977	-	-	-	-	-	-	-	5,977
Trading liabilities	121,707	2,053	1,423	1,845	3,013	6,219	9,010	8,421	153,691
Financial liabilities designated at fair value	1,659	958	1,396	3	1,701	5,046	17,989	58,080	86,832
- debt securities in issue: covered bonds	1,587	-	303	-	-	207	1,348	2,558	6,003
- debt securities in issue: unsecured	25	15	1,091	3	1,700	4,839	14,056	29,380	51,109
- subordinated liabilities and preferred securities	-	-	-	-	-	-	2,578	21,005	23,583
- other	47	943	2	-	1	-	7	5,137	6,137
Derivatives	274,965	39	39	112	273	506	1,471	2,414	279,819
Debt securities in issue	4,708	8,598	8,280	5,996	4,610	10,953	19,432	3,338	65,915
- covered bonds	-	-	1	71	1	3	24	26	126
- otherwise secured	3,207	823	893	114	329	1,882	2,680	1,181	11,109
- unsecured	1,501	7,775	7,386	5,811	4,280	9,068	16,728	2,131	54,680
Accruals and other financial liabilities	19,052	8,172	2,392	833	519	885	1,299	568	33,720
Subordinated liabilities	12	-	143	61	497	1,788	5,056	13,427	20,984
Total financial liabilities at 31 Dec 2016	1,768,585	71,847	37,816	19,842	19,427	30,528	63,599	87,805	2,099,449
Non-financial liabilities	-	-	-	-	-	-	-	92,959	92,959
Total liabilities at 31 Dec 2016	1,768,585	71,847	37,816	19,842	19,427	30,528	63,599	180,764	2,192,408
Off-balance sheet commitments given
Loan and other credit-related commitments	609,923	29,752	3,010	1,897	3,253	2,514	4,280	1,214	655,843
- personal	177,462	1,835	89	262	1,896	1,114	747	405	183,810
- corporate and commercial	366,573	26,650	2,839	1,350	904	996	3,410	754	403,476
- financial	65,888	1,267	82	285	453	404	123	55	68,557


1	'Customer accounts' includes $386,417m (2016: $343,782m) insured by guarantee schemes.



HSBC Holdings plc Annual Report and Accounts 2017	237

Notes on the Financial Statements

HSBC Holdings



Maturity analysis of assets, liabilities and off-balance sheet commitments
	Due not more than 1 month	Due over 1 month but not more than 3 months	Due over 3 months but not more than 6 months	Due over 6 months but not more than 9 months	Due over 9 months but not more than 1 year	Due over 1 year but not more than 2 years	Due over 2 years but not more than 5 years	Due over 5 years	Total
	$m	$m	$m	$m	$m	$m	$m	$m	$m
Financial assets
Cash at bank and in hand:
- balances with HSBC undertakings	1,985	-	-	-	-	-	-	-	1,985
Derivatives	1,952	-	-	-	-	80	-	356	2,388
Loans and advances to HSBC undertakings	4,861	13,039	3,145	5	2	1,134	29,560	24,881	76,627
Loans and advances to HSBC undertakings designated at fair value		-	-	-	-	-	2,411	9,533	11,944
Financial investments in HSBC undertakings	17	3	-	-	-	-	1,798	2,446	4,264
Accrued income and other financial assets	-	4	-	-	-	-	-	123	127
Total financial assets at 31 Dec 2017	8,815	13,046	3,145	5	2	1,214	33,769	37,339	97,335
Non-financial assets	-	-	-	-	-	-	-	94,399	94,399
Total assets at 31 Dec 2017	8,815	13,046	3,145	5	2	1,214	33,769	131,738	191,734
Financial liabilities
Amounts owed to HSBC undertakings	120	2,405	46	-	-	-	-	-	2,571
Financial liabilities designated at fair value	-	-	-	-	-	2,349	11,491	17,050	30,890
- debt securities in issue	-	-	-	-	-	-	11,491	6,005	17,496
- subordinated liabilities and preferred securities	-	-	-	-	-	2,349	-	11,045	13,394
Derivatives	2,008	-	-	-	-	110	183	781	3,082
Debt securities in issue	-	-	-	-	1,081	-	10,354	22,823	34,258
Accruals and other financial liabilities	439	395	157	39	7	3	1	11	1,052
Subordinated liabilities	-	1,918	-	-	-	-	-	13,959	15,877
Total financial liabilities at 31 Dec 2017	2,567	4,718	203	39	1,088	2,462	22,029	54,624	87,730
Non-financial liabilities	-	-	-	-	-	-	-	217	217
Total liabilities at 31 Dec 2017	2,567	4,718	203	39	1,088	2,462	22,029	54,841	87,947
Off-balance sheet commitments given
Undrawn formal standby facilities, credit lines and other commitments to lend	-	-	-	-	-	-	-	-	-



238	HSBC Holdings plc Annual Report and Accounts 2017



Maturity analysis of assets, liabilities and off-balance sheet commitments (continued)
	Due not more than 1 month	Due over 1 month but not more than 3 months	Due over 3 months but not more than 6 months	Due over 6 months but not more than 9 months	Due over 9 months but not more than 1 year	Due over 1 year but not more than 2 years	Due over 2 years but not more than 5 years	Due over 5 years	Total
	$m	$m	$m	$m	$m	$m	$m	$m	$m
Financial assets
Cash at bank and in hand:
- balances with HSBC undertakings	247	-	-	-	-	-	-	-	247
Derivatives	1,702	-	-	-	-	-	93	353	2,148
Loans and advances to HSBC undertakings	16,372	-	-	-	-	167	14,204	46,678	77,421
Financial investments in HSBC undertakings	40	2	-	-	-	-	838	2,710	3,590
Accrued income and other financial assets	12	-	-	-	-	-	-	107	119
Total financial assets at 31 Dec 2016	18,373	2	-	-	-	167	15,135	49,848	83,525
Non-financial assets	-	-	-	-	-	-	-	97,273	97,273
Total assets at 31 Dec 2016	18,373	2	-	-	-	167	15,135	147,121	180,798
Financial liabilities
Amounts owed to HSBC undertakings	2,052	-	-	-	-	-	105	-	2,157
Financial liabilities designated at fair value	-	-	-	-	-	2,167	5,845	22,101	30,113
- debt securities in issue	-	-	-	-	-	-	5,845	10,921	16,766
- subordinated liabilities and preferred securities	-	-	-	-	-	2,167	-	11,180	13,347
Derivatives	3,841	-	-	-	-	-	592	592	5,025
Debt securities in issue	-	-	-	-	-	953	4,822	16,030	21,805
Accruals and other financial liabilities	75	1,268	142	22	-	-	-	-	1,507
Subordinated liabilities	-	-	-	-	-	1,693	-	13,496	15,189
Total financial liabilities at 31 Dec 2016	5,968	1,268	142	22	-	4,813	11,364	52,219	75,796
Non-financial liabilities	-	-	-	-	-	-	-	144	144
Total liabilities at 31 Dec 2016	5,968	1,268	142	22	-	4,813	11,364	52,363	75,940
Off-balance sheet commitments given
Undrawn formal standby facilities, credit lines and other commitments to lend	-	-	-	-	-	-	-	-	-



29	Offsetting of financial assets and financial liabilities

The 'Amounts not set off in the balance sheet' include transactions where:


•	the counterparty has an offsetting exposure with HSBC and a master netting or similar arrangement is in place with a right to set off only in the event of default, insolvency or bankruptcy, or the offset criteria are otherwise not satisfied; and


•	in the case of derivatives and reverse repurchase/repurchase, stock borrowing/lending and similar agreements, cash and non-cash collateral has been received/pledged.

For risk management purposes, the net amounts of loans and advances to customers are subject to limits, which are monitored and the relevant customer agreements are subject to review and updated, as necessary, to ensure that the legal right to set off remains appropriate.



HSBC Holdings plc Annual Report and Accounts 2017	239

Notes on the Financial Statements



Offsetting of financial assets and financial liabilities
		Amounts subject to enforceable netting arrangements											Amounts not subject to enforceable netting arrangements5	Total
						Amounts not set off in the balance sheet
		Gross amounts	Amounts offset		Net amounts in the balance sheet	Financial instruments		Non-cash collateral		Cash collateral		Net amount
	Footnotes	$m	$m		$m	$m		$m		$m		$m	$m	$m
Financial assets
Derivatives (Note 14)	1	322,422	(110,425	)	211,997	(156,088	)	(11,092	)	(37,302	)	7,515	7,821	219,818
Reverse repos, stock borrowing and similar agreements classified as:	2
- trading assets		15,893	-		15,893	(430	)	(15,462	)	-		1	1,227	17,120
- non-trading assets		265,666	(105,776	)	159,890	(3,714	)	(155,973	)	(49	)	154	41,663	201,553
Loans and advances to customers	3	42,091	(10,424	)	31,667	(26,390	)	-		(181	)	5,096	619	32,286
At 31 Dec 2017		646,072	(226,625	)	419,447	(186,622	)	(182,527	)	(37,532	)	12,766	51,330	470,777

Derivatives (Note 14)	1	387,999	(106,555	)	281,444	(210,067	)	(11,647	)	(40,188	)	19,542	9,428	290,872
Reverse repos, stock borrowing and similar agreements classified as:	2
- trading assets		9,859	-		9,859	(475	)	(9,383	)	-		1	348	10,207
- non-trading assets		222,485	(87,929	)	134,556	(4,779	)	(129,373	)	(215	)	189	26,418	160,974
Loans and advances to customers	3	46,296	(14,602	)	31,694	(24,459	)	-		(248	)	6,987	743	32,437
At 31 Dec 2016		666,639	(209,086	)	457,553	(239,780	)	(150,403	)	(40,651	)	26,719	36,937	494,490

Financial liabilities
Derivatives (Note 14)	1	321,932	(110,425	)	211,507	(156,072	)	(14,342	)	(28,666	)	12,427	5,314	216,821
Repos, stock lending and similar agreements classified as:	2
- trading liabilities		10,555	-		10,555	(430	)	(9,615	)	-		510	63	10,618
- non-trading liabilities		187,268	(105,776	)	81,492	(7,165	)	(74,048	)	(240	)	39	48,510	130,002
Customer accounts	4	42,533	(10,424	)	32,109	(26,390	)	-		(188	)	5,531	158	32,267
At 31 Dec 2017		562,288	(226,625	)	335,663	(190,057	)	(98,005	)	(29,094	)	18,507	54,045	389,708

Derivatives (Note 14)	1	378,571	(106,555	)	272,016	(210,035	)	(15,512	)	(33,754	)	12,715	7,803	279,819
Repos, stock lending and similar agreements classified as:	2
- trading liabilities		5,034	-		5,034	(475	)	(4,515	)	-		44	37	5,071
- non-trading liabilities		148,443	(87,929	)	60,514	(6,202	)	(54,126	)	(146	)	40	28,444	88,958
Customer accounts	4	45,422	(14,602	)	30,820	(24,459	)	-		(248	)	6,113	228	31,048
At 31 Dec 2016		577,470	(209,086	)	368,384	(241,171	)	(74,153	)	(34,148	)	18,912	36,512	404,896


1	At 31 December 2017, the amount of cash margin received that had been offset against the gross derivatives assets was $6,324m (2016: $3,720m). The amount of cash margin paid that had been offset against the gross derivatives liabilities was $5,196m (2016: $5,862m).


2	For the amount of repos, reverse repos, stock lending, stock borrowing and similar agreements recognised on the balance sheet within 'Trading assets' $17,120m (2016: $10,207m) and 'Trading liabilities' $10,618m (2016: $5,071m), see the 'Funding sources and uses' table on page 102.


3	At 31 December 2017, the total amount of 'Loans and advances to customers' was $962,964m (2016: $861,504m) of which $31,667m (2016: $31,694m) was subject to offsetting.


4	At 31 December 2017, the total amount of 'Customer accounts' was $1,364,462m (2016: $1,272,386m) of which $32,109m (2016: $30,820m) was subject to offsetting.


5	These exposures continue to be secured by financial collateral, but we may not have sought or been able to obtain a legal opinion evidencing enforceability of the right of offset.



30	Non-controlling interests



	2017	2016
	$m	$m
Non-controlling interests attributable to holders of ordinary shares in subsidiaries	7,621	6,932
Preferred securities issued by subsidiaries	-	260
At 31 Dec	7,621	7,192

Hang Seng Bank Limited is the only subsidiary in the Group that gives rise to significant non-controlling interest. For summarised financial information of Hang Seng Bank Limited see Note 18.

Preferred securities issued by subsidiaries

Preferred securities are securities for which there is no obligation to pay a dividend and, if the dividend is not paid, it may not be cumulative. Such securities do not generally carry voting rights but rank higher than ordinary shares for dividend payments and in the event of a winding-up. These securities have no stated maturity date but may be called and redeemed by the issuer, subject to prior notification to the PRA and, where relevant, the consent of the local banking regulator.



240	HSBC Holdings plc Annual Report and Accounts 2017

All non-cumulative preferred securities are classified as additional tier 1 capital.



Preferred securities issued by HSBC's subsidiaries
		Footnote	First call date	2017	2016
		Footnote	First call date	$m	$m
HSBC Bank Canada
CA$175m	Non-cumulative redeemable class 1 preferred shares, series C	1	Jun 2010	-	130
CA$175m	Non-cumulative redeemable class 1 preferred shares, series D	1	Dec 2010	-	130
At 31 Dec				-	260


1	In 2017 HSBC redeemed these securities.



31	Called up share capital and other equity instruments

Called up share capital and share premium



HSBC Holdings ordinary shares of $0.50 each, issued and fully paid
		2017				2016
	Footnote	Number		$m		Number	$m
At 1 Jan		20,191,586,214		10,096		19,685,096,934	9,842
Shares issued under HSBC employee share plans		76,701,249		38		69,187,052	35
Shares issued in lieu of dividends		380,652,196		190		437,302,228	219
Less: Shares repurchased and cancelled		(328,223,401	)	(164	)	-	-
At 31 Dec	1	20,320,716,258		10,160		20,191,586,214	10,096



HSBC Holdings non-cumulative preference shares of $0.01 each
		2017		2016
	Footnote	Number	$m	Number	$m
At 1 Jan and 31 Dec	2	1,450,000	-	1,450,000	-



HSBC Holdings share premium
	2017	2016
	$m	$m
At 31 Dec	10,177	12,619



Total called up share capital and share premium
	2017	2016
	$m	$m
At 31 Dec	20,337	22,715


1	All HSBC Holdings ordinary shares in issue, excluding 325,273,407 shares held in treasury, confer identical rights, including in respect of capital, dividends and voting.


2	Included in the capital base of HSBC as additional tier 1 capital in accordance with the CRD IV rules, by virtue of the application of grandfathering provisions.

HSBC Holdings non-cumulative preference shares of $0.01

HSBC Holdings pays dividends on non-cumulative preference shares of $0.01 each ('dollar preference shares') quarterly, at the sole and absolute discretion of the Board. The Board will not declare a dividend on them if this would stop the company from meeting the PRA's capital adequacy requirements, or if profit available for distribution as dividends is insufficient to also pay dividends on other shares that are equally entitled and scheduled on the same date.

HSBC Holdings may not declare or pay dividends on shares ranking lower in the right to dividends than dollar preference shares, or redeem or purchase any of its other shares ranking equal or lower than dollar preference shares, unless it has fully paid, or set aside an amount to fully pay, the dividends on the dollar preference shares for the then current dividend period.

The dollar preference shares carry no rights to conversion into ordinary shares. Holders of dollar preference shares are only entitled to attend and vote at shareholder meetings if dividends on these shares have not been paid in full on four consecutive dividend payment dates. In such circumstances, holders of these shares are entitled to vote at shareholder meetings until HSBC Holdings has paid a full dividend on them. These securities can be redeemed by HSBC at any time, subject to prior approval by the PRA.

HSBC Holdings non-cumulative preference share of £0.01

The one non-cumulative sterling preference share of £0.01 ('sterling preference share') has been in issue since 29 December 2010 and is held by a subsidiary of HSBC Holdings. Dividends are paid quarterly at the sole and absolute discretion of the Board. The sterling preference share carries no rights of conversion into ordinary shares of HSBC Holdings and no right to attend or vote at shareholder meetings of HSBC Holdings. These securities can be redeemed by HSBC at any time, subject to prior approval by the PRA.

Other equity instruments

HSBC Holdings includes three types of additional tier 1 capital securities in its tier 1 capital. Two are presented in this Note and are accounted for as equity because HSBC does not have an obligation to transfer cash or a variable number of its own ordinary shares to holders under any circumstances outside its control. See Note 27 for additional tier 1 securities accounted for as liabilities.



HSBC Holdings plc Annual Report and Accounts 2017	241

Notes on the Financial Statements

Additional tier 1 capital securities

Additional tier 1 capital securities are perpetual subordinated securities on which coupon payments may be deferred at HSBC Holdings' discretion. While any coupon payments are unpaid or deferred, HSBC Holdings will not declare or pay dividends or make distributions or similar periodic payments in respect of any securities of lower or equal rank, or repurchase or redeem them. Such securities do not generally carry voting rights but rank higher than ordinary shares for coupon payments, and in the event of a winding-up. They do not meet the identifying criteria in full for recognition as tier 1 capital under CRD IV but are eligible as regulatory capital subject to grandfathering limits and progressive phase-out.

At HSBC Holdings' discretion, and subject to certain conditions being satisfied, the capital securities may be exchanged on any coupon payment date for non-cumulative preference shares to be issued by HSBC Holdings and ranking pari passu with the dollar and sterling preference shares in issue. The preference shares would be issued at a nominal value of $0.01 per share and a premium of $24.99 per share, with both amounts being subscribed and fully paid. These securities can be redeemed by HSBC at any time, subject to prior approval by the PRA.



HSBC's additional tier 1 capital securities in issue which are accounted for in equity
		First calldate	2017	2016
		First calldate	$m	$m
$2,200m	8.125% perpetual subordinated capital securities	Apr 2013	2,133	2,133
$3,800m	8.000% perpetual subordinated capital securities, Series 2	Dec 2015	3,718	3,718
At 31 Dec			5,851	5,851

Additional tier 1 capital - contingent convertible securities

During 2017, HSBC continued to issue contingent convertible securities that are included in its capital base as fully CRD IV compliant additional tier 1 capital securities on an end point basis. The net proceeds of the issuances are used for general corporate purposes and to further strengthen its capital base to meet requirements under CRD IV. These securities bear a fixed rate of interest until their initial call dates. After the initial call dates, if they are not redeemed, the securities will bear interest at rates fixed periodically in advance for 5-year periods based on prevailing market rates. Interest on the contingent convertible securities will be due and payable only at the sole discretion of HSBC, and HSBC has sole and absolute discretion at all times to cancel for any reason (in whole or in part) any interest payment that would otherwise be payable on any payment date. Distributions will not be paid if they are prohibited under UK banking regulations or if the company has insufficient reserves or fails to meet the solvency conditions defined in the securities' terms.

The contingent convertible securities are undated and are repayable, at the option of HSBC, in whole at the initial call date, or on any fifth anniversary after this date. In addition, the securities are repayable at the option of HSBC in whole for certain regulatory or tax reasons. Any repayments require the prior consent of the PRA. These securities rank pari passu with HSBC's dollar and sterling preference shares and are therefore ahead of ordinary shares. The contingent convertible securities will be converted into fully paid ordinary shares of HSBC at a predetermined price, should HSBC's consolidated end point CET1 ratio fall below 7.0%. Therefore, in accordance with the terms of the securities, if the end point CET1 ratio breaches the 7.0% trigger, the securities will convert into ordinary shares at fixed contractual conversion prices in the issuance currencies of the relevant securities, equivalent to £2.70 at the prevailing rate of exchange on the issuance date, subject to certain anti-dilution adjustments.



HSBC's additional tier 1 capital - contingent convertible securities in issue which are accounted for in equity
		First calldate	2017	2016
		First calldate	$m	$m
$1,500m	5.625% perpetual subordinated contingent convertible securities	Jan 2020	1,494	1,494
$2,000m	6.875% perpetual subordinated contingent convertible securities	Jun 2021	1,998	1,998
$2,250m	6.375% perpetual subordinated contingent convertible securities	Sep 2024	2,244	2,244
$2,450m	6.375% perpetual subordinated contingent convertible securities	Mar 2025	2,460	2,460
$3,000m	6.000% perpetual subordinated contingent convertible securities	May 2027	2,997	-

€1,500m	5.250% perpetual subordinated contingent convertible securities	Sep 2022	1,943	1,943
€1,000m	6.000% perpetual subordinated contingent convertible securities	Sep 2023	1,120	1,120
€1,250m	4.750% perpetual subordinated contingent convertible securities	Jul 2029	1,420	-

SGD1,000m	4.700% perpetual subordinated contingent convertible securities	Jun 2022	723	-
At 31 Dec			16,399	11,259

Shares under option

For details of the options outstanding to subscribe for HSBC Holdings ordinary shares under the HSBC Holdings savings-related share option plans, see Note 5.



Aggregate options outstanding under these plans
31 Dec 2017			31 Dec 2016
Number of HSBC Holdings ordinary shares	Period of exercise	Exercise price	Number of HSBC Holdings ordinary shares	Period of exercise	Exercise price
64,604,932	2017 to 2023	£4.0472-5.9640	69,217,725	2016 to 2022	£4.0472-5.4738
36,309	2017 to 2018	HK$55.4701	504,467	2016 to 2018	HK$55.4701-63.9864
10,539	2017 to 2018	€5.3532	86,916	2016 to 2018	€5.3532-6.0657
17,873	2017 to 2018	$7.1456	217,738	2016 to 2018	$7.1456-8.2094



242	HSBC Holdings plc Annual Report and Accounts 2017

Maximum obligation to deliver HSBC Holdings ordinary shares

At 31 December 2017, the maximum obligation to deliver HSBC Holdings ordinary shares under all of the above option arrangements and the HSBC International Employee Share Purchase Plan, together with GPSP awards, long-term incentive awards and deferred share awards granted under the HSBC Share Plan and/or the HSBC Share Plan 2011, was 169,615,437 (2016: 198,483,750). The total number of shares at 31 December 2017 held by employee benefit trusts that may be used to satisfy such obligations to deliver HSBC Holdings ordinary shares was 5,883,444 (2016: 3,997,619).



32	Contingent liabilities, contractual commitments and guarantees



	HSBC		HSBC Holdings1
	2017	2016	2017	2016
	$m	$m	$m	$m
Guarantees and other contingent liabilities:
- financial guarantees and similar contracts	38,328	37,072	7,778	7,619
- other guarantees	51,434	44,394	-	-
- other contingent liabilities	616	553	-	-
At 31 Dec	90,378	82,019	7,778	7,619
Commitments:
- documentary credits and short-term trade-related transactions	8,776	9,190	-	-
- forward asset purchases and forward deposits placed	4,295	5,386	-	-
- standby facilities, credit lines and other commitments to lend	672,518	641,267	-	-
At 31 Dec	685,589	655,843	-	-


1	Guarantees by HSBC Holdings are all in favour of other Group entities.

The above table discloses the nominal principal amounts, which represents the maximum amounts at risk should the contracts be fully drawn upon and clients default. As a significant portion of guarantees and commitments is expected to expire without being drawn upon, the total of the nominal principal amounts is not indicative of future liquidity requirements.

Approximately half the guarantees have a term of less than one year, while guarantees with terms of more than one year are subject to HSBC's annual credit review process.

Contingent liabilities arising from legal proceedings, regulatory and other matters against Group companies are disclosed in Notes 26 and 34.

Financial Services Compensation Scheme

The Financial Services Compensation Scheme ('FSCS') has provided compensation to consumers following the collapse of a number of deposit takers. The compensation paid out to consumers is currently funded through loans from HM Treasury, which at 31 December 2017 stood at approximately $6.3bn (£4.7bn). The Group could be liable to pay a proportion of the outstanding amount that the FSCS has borrowed from HM Treasury. The ultimate FSCS levy to the industry as a result of the collapses cannot currently be estimated reliably, as it is dependent on various uncertain factors, including the potential recoveries of assets by the FSCS and changes in the level of protected deposits and the population of FSCS members at the time.

Associates

HSBC's share of associates' contingent liabilities amounted to $38.8bn at 31 December 2017 (2016: $35.3bn). No matters arose where HSBC was severally liable.



33	Lease commitments

Operating lease commitments

At 31 December 2017, future minimum lease payments under non-cancellable operating leases for land, buildings and equipment were$3,950m (2016: $3,893m).

Finance lease receivables

HSBC leases a variety of assets to third parties under finance leases, including transport assets (such as aircraft), property and general plant and machinery. At the end of lease terms, assets may be sold to third parties or leased for further terms. Rentals are calculated to recover the cost of assets less their residual value, and earn finance income.



	2017				2016
	Total futureminimumpayments	Unearnedfinanceincome		Presentvalue	Total futureminimumpayments	Unearnedfinanceincome		Presentvalue
	$m	$m		$m	$m	$m		$m
Lease receivables:
No later than one year	3,523	(326	)	3,197	3,248	(330	)	2,918
Later than one year and no later than five years	7,033	(696	)	6,337	6,563	(702	)	5,861
Later than five years	4,784	(669	)	4,115	4,548	(633	)	3,915
At 31 Dec	15,340	(1,691	)	13,649	14,359	(1,665	)	12,694



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Notes on the Financial Statements



34	Legal proceedings and regulatory matters

HSBC is party to legal proceedings and regulatory matters in a number of jurisdictions arising out of its normal business operations. Apart from the matters described below, HSBC considers that none of these matters are material. The recognition of provisions is determined in accordance with the accounting policies set out in Note 1. While the outcome of legal proceedings and regulatory matters is inherently uncertain, management believes that, based on the information available to it, appropriate provisions have been made in respect of these matters at 31 December 2017 (see Note 26). Where an individual provision is material, the fact that a provision has been made is stated and quantified, except to the extent doing so would be seriously prejudicial. Any provision recognised does not constitute an admission of wrongdoing or legal liability. It is not practicable to provide an aggregate estimate of potential liability for our legal proceedings and regulatory matters as a class of contingent liabilities.

Bernard L. Madoff Investment Securities LLC

Bernard L. Madoff ('Madoff') was arrested in December 2008 and later pleaded guilty to running a Ponzi scheme. His firm, Bernard L. Madoff Investment Securities LLC ('Madoff Securities'), is being liquidated in the US by a trustee (the 'Trustee').

Various non-US HSBC companies provided custodial, administration and similar services to a number of funds incorporated outside the US whose assets were invested with Madoff Securities. Based on information provided by Madoff Securities, at 30 November 2008, the purported aggregate value of these funds was $8.4bn, including fictitious profits reported by Madoff.

Based on information available to HSBC, the funds' actual transfers to Madoff Securities minus their actual withdrawals from Madoff Securities during the time HSBC serviced the funds are estimated to have totalled approximately $4bn. Various HSBC companies have been named as defendants in lawsuits arising out of Madoff Securities' fraud.

US/UK litigation: The Trustee has brought lawsuits against various HSBC companies in the US Bankruptcy Court and in the English High Court, seeking recovery of transfers from Madoff Securities to HSBC in an amount not yet pleaded or determined. HSBC and other parties to the action have moved to dismiss the Trustee's US actions. The US Bankruptcy Court granted HSBC's motion to dismiss with respect to certain of the Trustee's claims in November 2016. In September 2017, the US Court of Appeals for the Second Circuit (the 'Second Circuit Court of Appeals') agreed to hear the Trustee's appeal of the US Bankruptcy Court's decision, where this matter is pending.

The deadline by which the Trustee must serve HSBC with his English action has been extended to September 2018 for UK-based defendants and November 2018 for all other defendants.

Fairfield Sentry Limited, Fairfield Sigma Limited and Fairfield Lambda Limited (together, 'Fairfield') (in liquidation since July 2009) have brought lawsuits in the US and the British Virgin Islands ('BVI') against fund shareholders, including HSBC companies that acted as nominees for clients, seeking restitution of redemption payments. In October 2016, the liquidators for Fairfield (the 'Fairfield Liquidators') filed a motion seeking leave to amend their complaints in the US Bankruptcy Court. In January 2017, the defendants moved to dismiss and oppose the Fairfield Liquidators' motion. These motions are pending.

In December 2014, three additional actions were filed in the US. A purported class of direct investors in Madoff Securities asserted common law claims against various HSBC companies in the US District Court for the Southern District of New York (the 'New York District Court'). In September 2016, the New York District Court granted HSBC's motion to dismiss this action and the plaintiffs' failure to appeal renders the court's ruling final. Two investors in Hermes International Fund Limited ('Hermes') also asserted common law claims against various HSBC companies in the New York District Court. In March 2017, the court granted HSBC's motion to dismiss, which dismissal was upheld by the Second Circuit Court of Appeals in November 2017. In addition, SPV Optimal SUS Ltd ('SPV OSUS'), the purported assignee of the Madoff-invested company, Optimal Strategic US Equity Ltd ('Optimal'), filed a lawsuit in New York state court against various HSBC companies and others, seeking damages on various alleged grounds, including breach of fiduciary duty and breach of trust. This action has been stayed pending the issuance of a potentially dispositive decision in an action initiated by Optimal regarding the validity of the assignment of its claims to SPV OSUS.

Bermuda litigation: In January 2009, Kingate Global Fund Limited and Kingate Euro Fund Limited (together, 'Kingate') brought an action against HSBC Bank Bermuda Limited ('HBBM') for recovery of funds held in Kingate's accounts, fees and dividends. This action is pending, but is not expected to move forward until the resolution of the Trustee's US actions against Kingate and HBBM.

Thema Fund Limited and Hermes each brought three actions in 2009. The first set of actions seeks recovery of funds in frozen accounts held at HSBC Institutional Trust Services (Bermuda) Limited. The second set of actions asserts liability against HSBC Institutional Trust Services (Bermuda) Limited in relation to claims for mistake, recovery of fees and damages for breach of contract. The third set of actions seeks return of fees from HBBM and HSBC Securities Services (Bermuda) Limited. The parties have agreed to a standstill in respect of all three sets of actions.

Cayman Islands litigation: In February 2013, Primeo Fund Limited ('Primeo') (in liquidation since April 2009) brought an action against HSBC Securities Services Luxembourg ('HSSL') and Bank of Bermuda (Cayman) Limited, alleging breach of contract and breach of fiduciary duty, and claiming damages and equitable compensation. The trial concluded in February 2017, and in August 2017, the court dismissed all claims against the defendants. In September 2017, Primeo appealed to the Court of Appeal of the Cayman Islands, where the matter is pending.

Luxembourg litigation: In April 2009, Herald Fund SPC ('Herald') (in liquidation since July 2013) brought an action against HSSL before the Luxembourg District Court, seeking restitution of cash and securities Herald purportedly lost because of Madoff Securities' fraud, or money damages. The Luxembourg District Court dismissed Herald's securities restitution claim, but reserved Herald's cash restitution claim and its claim for money damages. Herald has appealed this judgment to the Court of Appeal, where this matter is pending.

In March 2010, Herald (Lux) SICAV ('Herald (Lux)') (in liquidation since April 2009) brought an action against HSSL before the Luxembourg District Court seeking restitution of securities, or the cash equivalent, or money damages. Herald (Lux) has also requested the restitution of fees paid to HSSL. In 2017, the parties agreed a settlement, which was approved by the Luxembourg court in November 2017. The settlement was concluded in January 2018.

In October 2009, Alpha Prime and, in December 2014, Senator, each brought an action against HSSL before the Luxembourg District Court, seeking the restitution of securities, or the cash equivalent, or money damages. Both actions have been temporarily suspended at the plaintiffs' request. In April 2015, Senator commenced an action against the Luxembourg branch of HSBC Bank plc asserting identical claims before the Luxembourg District Court. HSSL has also been named as a defendant in various actions by shareholders in Primeo Select Fund, Herald, Herald (Lux), and Hermes. Most of these actions have been dismissed, suspended or postponed.



244	HSBC Holdings plc Annual Report and Accounts 2017

Ireland litigation: In November 2013, Defender Limited brought an action against HSBC Institutional Trust Services (Ireland) Limited ('HTIE') and others, alleging breach of contract and claiming damages and indemnification for fund losses. A provisional trial date has been scheduled for October 2018.

SPV OSUS's action against HTIE and HSBC Securities Services (Ireland) Limited alleging breach of contract and claiming damages and indemnification for fund losses was dismissed by the Irish High Court in October 2015. In March 2017, the Irish Court of Appeal affirmed the dismissal. In April 2017, SPV OSUS filed an application seeking leave to appeal the dismissal to the Irish Supreme Court. The application was heard by the Irish Supreme Court in February 2018 and judgment is pending.

There are many factors that may affect the range of possible outcomes, and the resulting financial impact, of the various Madoff-related proceedings described above, including but not limited to the multiple jurisdictions in which the proceedings have been brought. Based upon the information currently available, management's estimate of the possible aggregate damages that might arise as a result of all claims in the various Madoff-related proceedings is up to or exceeding $500m, excluding costs and interest. Due to uncertainties and limitations of this estimate, the ultimate damages could differ significantly from this amount.

US mortgage-related investigations

In April 2011, HSBC Bank USA N.A. ('HSBC Bank USA') entered into a consent order (the 'OCC Servicing Consent Order') with the Office of the Comptroller of the Currency ('OCC'), and HSBC Finance Corporation ('HSBC Finance') and HSBC North America Holdings Inc. ('HNAH') entered into a similar consent order (the 'FRB Servicing Consent Order') with the Federal Reserve Board ('FRB') (together with the OCC Servicing Consent Order, the 'Servicing Consent Orders'). The Servicing Consent Orders required prescribed actions to address certain foreclosure practice deficiencies.

In January 2017, the OCC terminated the OCC Servicing Consent Order after determining that HSBC Bank USA had satisfied the requirements thereunder. In connection with the termination of the OCC Servicing Consent Order, the OCC also assessed a civil money penalty against HSBC Bank USA, finding that HSBC Bank USA failed to correct deficiencies identified under the OCC Servicing Consent Order in a timely fashion. The civil money penalty has been paid. In January 2018, the FRB terminated the FRB Servicing Consent Order after having determined that HNAH and HBIO are in compliance with its terms.

In February 2016, HSBC Bank USA, HSBC Finance, HSBC Mortgage Services Inc. and HNAH entered into an agreement with the US Department of Justice (the 'DoJ'), the US Department of Housing and Urban Development, the Consumer Financial Protection Bureau, other federal agencies (the 'Federal Parties') and the Attorneys General of 49 states and the District of Columbia (the 'State Parties') to resolve civil claims related to past residential mortgage loan origination and servicing practices (the 'National Mortgage Settlement Agreement' or 'NMS'). The cash payments required under the NMS were made in 2016. In March 2017, the NMS independent monitor validated that the consumer relief obligations were satisfied; and in June 2017, the NMS independent monitor validated that all remaining obligations under the NMS were satisfied.

The Servicing Consent Orders and the National Mortgage Settlement Agreement do not completely preclude other enforcement actions by regulatory, governmental or law enforcement agencies related to foreclosure and other mortgage servicing practices, including, but not limited to, matters relating to the securitisation of mortgages for investors, which could include the imposition of civil money penalties, criminal fines or other sanctions. In addition, these practices have in the past resulted in private litigation, and may result in further private litigation.

US mortgage securitisation activity and litigation

HSBC Bank USA was a sponsor or seller of loans used to facilitate whole loan securitisations underwritten by HSBC Securities (USA) Inc. ('HSI'). From 2005 to 2007, HSBC Bank USA purchased and sold approximately $24bn of such loans to HSI, which were subsequently securitised and sold by HSI to third parties. The outstanding principal balance was approximately $4.1bn at 31 December 2017. HSBC notes that the scale of its mortgage securitisation activities was more limited in relation to a number of other banks in the industry. In addition, HSI served as an underwriter on securitisations issued by HSBC Finance or third parties, and HSBC Bank USA served as trustee on behalf of various mortgage securitisation trusts.

Mortgage foreclosure and trustee matters: As the industry's residential mortgage foreclosure issues continue, HSBC Bank USA has taken title to a number of foreclosed homes as trustee on behalf of various mortgage securitisation trusts. As nominal record owner of these properties, HSBC Bank USA has been sued by municipalities and tenants alleging various violations of law, including laws relating to property upkeep and tenants' rights. While HSBC believes and continues to maintain that these obligations and any related liabilities are those of the servicer of each trust, HSBC continues to receive significant adverse publicity in connection with these and similar matters, including foreclosures that are serviced by others in the name of 'HSBC, as trustee'.

Beginning in June 2014, a number of lawsuits were filed in state and federal courts in New York and Virginia against HSBC Bank USA as trustee of more than 280 mortgage securitisation trusts. These lawsuits are brought on behalf of the trusts by a putative class of investors including, among others, BlackRock and PIMCO funds. The complaints allege that the trusts have sustained losses in collateral value of approximately $38bn. The lawsuits seek unspecified damages resulting from alleged breaches of the US Trust Indenture Act, breach of fiduciary duty, negligence, breach of contract and breach of the common law duty of trust. HSBC's motions to dismiss in several of these lawsuits were, for the most part, denied.

It is not practicable to estimate the possible financial impact of these matters, as there are many factors that may affect the range of possible outcomes; however, the resulting financial impact could be significant.

Loan repurchase matters: HSBC Bank USA, HSBC Finance and Decision One Mortgage Company LLC ('Decision One'), an indirect subsidiary of HSBC Finance, have been named as defendants in various mortgage loan repurchase actions brought by trustees of mortgage securitisation trusts. In the aggregate, these actions seek to have the HSBC defendants repurchase mortgage loans, or pay compensatory damages, totalling at least $1bn. In August 2016, HSBC reached an agreement in principle to settle one of the matters. In September 2017, the court approved the settlement, concluding the matter. Another matter against HSBC Bank USA was dismissed on appeal in December 2017.

HSBC Mortgage Corporation (USA) Inc. and Decision One have also been named as defendants in two separate actions filed by Residential Funding Company LLC ('RFC'), a mortgage loan purchase counterparty, seeking unspecified damages in connection with approximately 25,000 mortgage loans.



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Notes on the Financial Statements

FIRREA: Since 2010, various HSBC entities have received subpoenas and requests for information from the DoJ and the Massachusetts state Attorney General seeking the production of documents and information regarding HSBC's involvement in certain RMBS transactions as an issuer, sponsor, underwriter, depositor, trustee, custodian or servicer. In November 2014, HNAH, on behalf of itself and various subsidiaries including, but not limited to, HSBC Bank USA, HSI Asset Securitization Corp., HSI, HSBC Mortgage Corporation (USA), HSBC Finance and Decision One, received a subpoena from the US Attorney's Office for the District of Colorado, pursuant to the Financial Industry Reform, Recovery and Enforcement Act ('FIRREA'), concerning the origination, financing, purchase, securitisation and servicing of sub-prime and non-sub-prime residential mortgages. HSBC continues to cooperate with these investigations, which are at or nearing completion.

In December 2016, HSBC had an initial discussion with the DoJ, wherein the DoJ stated its preliminary view that HSBC is subject to liability under FIRREA in connection with certain securitisations from 2005 to 2007 with respect to which HSBC Bank USA served as sponsor or seller of loans and HSI served as underwriter. In March 2017, HSBC provided its response to the DoJ, which, among other things, outlined why the Bank disagrees with the DoJ's preliminary view. Since then, the Bank has been in active discussions with the DoJ regarding a potential resolution; however, the Bank has also indicated a willingness to defend itself in the event that formal legal proceedings are commenced. There can be no assurance as to how or when this matter will be resolved, or whether this matter will be resolved prior to the commencement of formal legal proceedings by the DoJ. Moreover, it is possible that any such resolution could result in significant penalties and other costs. To date, at least one bank has been sued by the DoJ and at least eight other banks have reported settlements of mortgage-backed securities-related matters pursuant to FIRREA. The prior DoJ settlements provide no clear guidance as to how those individual settlement amounts were calculated, and due to the high degree of uncertainty involved, it is not practicable to estimate any possible financial impact of this matter, which could be significant.

HSBC expects the focus on mortgage securitisations to continue and that it may be subject to additional claims, litigation and governmental or regulatory scrutiny relating to its participation in the US mortgage securitisation market.

Anti-money laundering and sanctions-related matters

In October 2010, HSBC Bank USA entered into a consent cease and desist order with the OCC, and HNAH entered into a consent cease and desist order with the FRB. In 2012, HSBC Bank USA further entered into an enterprise-wide compliance consent order (each an 'Order' and together, the 'Orders'). These Orders required improvements to establish an effective compliance risk management programme across HSBC's US businesses, including risk management related to the Bank Secrecy Act ('BSA') and AML compliance. While these Orders remain open, HSBC Bank USA and HNAH believe that they have taken appropriate steps to bring themselves into compliance with the requirements of the Orders.

In December 2012, HSBC Holdings, HNAH and HSBC Bank USA entered into agreements with US and UK government and regulatory agencies regarding past inadequate compliance with the BSA, AML and sanctions laws. Among those agreements, HSBC Holdings and HSBC Bank USA entered into a five-year deferred prosecution agreement with, among others, the DoJ (the 'AML DPA'); and HSBC Holdings consented to a cease and desist order, and HSBC Holdings and HNAH consented to a civil money penalty order with the FRB. HSBC Holdings also entered into an agreement with the Office of Foreign Assets Control ('OFAC') regarding historical transactions involving parties subject to OFAC sanctions, as well as an undertaking with the UK FCA to comply with certain forward-looking AML and sanctions-related obligations. In addition, HSBC Bank USA entered into civil money penalty orders with the Financial Crimes Enforcement Network of the US Treasury Department ('FinCEN') and the OCC.

Under these agreements, HSBC Holdings and HSBC Bank USA made payments totalling $1.9bn to US authorities and undertook various further obligations, including, among others, to retain an independent compliance monitor (who is, for FCA purposes, a 'skilled person' under section 166 of the Financial Services and Markets Act) to produce annual assessments of the Group's AML and sanctions compliance programme (the 'Monitor'). Under the cease and desist order issued by the FRB in 2012, the Monitor also serves as an independent consultant to conduct annual assessments. In February 2018, the Monitor delivered his fourth annual follow-up review report.

Through his country-level reviews, the Monitor identified potential anti-money laundering and sanctions compliance issues that HSBC is reviewing further with the DoJ, FRB and/or FCA. In particular, the DoJ is investigating HSBC's handling of a corporate customer's accounts. In addition, FinCEN as well as the Civil Division of the US Attorney's Office for the Southern District of New York are investigating the collection and transmittal of third-party originator information in certain payments instructed over HSBC's proprietary payment systems. The FCA is also conducting an investigation into HSBC Bank plc's compliance with UK money laundering regulations and financial crime systems and controls requirements. HSBC is cooperating with all of these investigations.

In December 2017, the AML DPA expired and the charges deferred by the AML DPA were dismissed. The Monitor will continue working in his capacity as a skilled person and independent consultant for a period of time at the FCA's and FRB's discretion. The role of the Monitor and his fourth annual follow-up review report, as well as the AML DPA and related agreements and consent orders are discussed on pages 65 and 78.

Concurrent with entry into the AML DPA, HSBC Bank USA also entered into two consent orders with the OCC. The first, discussed above, required HSBC Bank USA to adopt an enterprise-wide compliance programme. The second required HSBC Bank USA to correct the circumstances noted in the OCC's report and imposed restrictions on HSBC Bank USA acquiring control of, or holding an interest in, any new financial subsidiary, or commencing a new activity in its existing financial subsidiary, without the OCC's prior approval.

These settlements with US and UK authorities have led to private litigation, and do not preclude further private litigation related to HSBC's compliance with applicable BSA, AML and sanctions laws or other regulatory or law enforcement actions for BSA, AML, sanctions or other matters not covered by the various agreements.

In May 2014, a shareholder derivative action was filed by a shareholder of HSBC Holdings purportedly on behalf of HSBC Holdings, HSBC Bank USA, HNAH and HSBC USA Inc. (the 'Nominal Corporate Defendants') in New York state court against certain current and former directors and officers of those HSBC companies (the 'Individual Defendants'). The complaint alleges that the Individual Defendants breached their fiduciary duties to the Nominal Corporate Defendants and caused a waste of corporate assets by allegedly permitting and/or causing the conduct underlying the AML DPA. In November 2015, the New York state court granted the Nominal Corporate Defendants' motion to dismiss. The plaintiff has appealed that decision.

In July 2014, a claim was filed in the Ontario Superior Court of Justice against HSBC Holdings and a former employee purportedly on behalf of a class of persons who purchased HSBC common shares and American Depositary Shares between July 2006 and July 2012. The complaint, which seeks monetary damages of up to CA$20bn, alleges that the defendants made statutory and common law misrepresentations in documents released by HSBC Holdings and its wholly owned indirect subsidiary, HSBC Bank Canada, relating to



246	HSBC Holdings plc Annual Report and Accounts 2017

HSBC's compliance with BSA, AML, sanctions and other laws. In September 2017, the Ontario Superior Court of Justice dismissed the statutory claims against HSBC Holdings and the former employee for lack of jurisdiction, and stayed the common law misrepresentation claim against HSBC Holdings on the basis of forum non-conveniens. In October 2017, the plaintiff appealed to the Court of Appeal for Ontario, where the matter is pending.

Since November 2014, five lawsuits have been filed in federal court in New York, Illinois and Texas, against various HSBC companies and others, on behalf of plaintiffs who are, or are related to, victims of terrorist attacks in Iraq and Jordan or of cartel violence in Mexico. In each case, it is alleged that the defendants aided and abetted the unlawful conduct of various sanctioned parties in violation of the US Anti-Terrorism Act. One action was voluntarily dismissed in October 2017. The remaining actions are pending in federal court in New York and are at an early stage.

Based on the facts currently known, it is not practicable at this time for HSBC to predict the resolution of these matters, including the timing or any possible impact on HSBC, which could be significant.

Tax-related investigations

Various tax administration, regulatory and law enforcement authorities around the world, including in the US, Belgium, Argentina, India and Spain are conducting investigations and reviews of HSBC Private Bank (Suisse) SA ('HSBC Swiss Private Bank') and other HSBC companies, in connection with allegations of tax evasion or tax fraud, money laundering and unlawful cross-border banking solicitation.

HSBC continues to cooperate in ongoing investigations by the DoJ and the US Internal Revenue Service regarding whether certain HSBC companies and employees, including those associated with HSBC Swiss Private Bank and an HSBC company in India, acted appropriately in relation to certain customers who may have had US tax reporting obligations. In connection with these investigations, HSBC Swiss Private Bank, with due regard for Swiss law, has produced records and other documents to the DoJ. In August 2013, the DoJ informed HSBC Swiss Private Bank that it was not eligible for the 'Program for Non-Prosecution Agreements or Non-Target Letters for Swiss Banks' since a formal investigation had previously been authorised.

In November 2014, HSBC Swiss Private Bank was placed under formal criminal examination in France for alleged tax-related offences in 2006 and 2007 and, in April 2015, HSBC Holdings was informed that it had been placed under formal criminal examination in France in connection with the conduct of HSBC Swiss Private Bank. In November 2017, HSBC Swiss Private Bank reached an agreement with the French public prosecutor to resolve its investigation. Under the terms of the settlement, HSBC Swiss Private Bank agreed to pay€300 million in fines and damages. The investigation into HSBC Holdings was dismissed without further proceedings.

In November 2014, HSBC Swiss Private Bank was also placed under formal criminal examination in Belgium for alleged tax-related offences. In June 2017, Belgian authorities placed HSBC Holdings and HSBC Private Bank Holdings (Suisse) SA, a Swiss holding company, under formal criminal examination.

In November 2014, the Argentine tax authority initiated a criminal action against various individuals, including current and former HSBC employees. The criminal action includes allegations of tax evasion, conspiracy to launder undeclared funds and an unlawful association among HSBC Swiss Private Bank, HSBC Bank Argentina, HSBC Bank USA and certain HSBC employees, which allegedly enabled numerous HSBC customers to evade their Argentine tax obligations.

In February 2015, the Indian tax authority issued a summons and request for information to an HSBC company in India. In August 2015 and November 2015, HSBC companies received notices issued by two offices of the Indian tax authority, alleging that the Indian tax authority had sufficient evidence to initiate prosecution against HSBC Swiss Private Bank and an HSBC company in Dubai for allegedly abetting tax evasion of four different Indian individuals and/or families and requesting that the HSBC companies show why such prosecution should not be initiated. HSBC Swiss Private Bank and the HSBC company in Dubai have responded to the show cause notices. HSBC is cooperating with the relevant authorities.

At 31 December 2017, HSBC has recognised a provision for these various matters in the amount of $604m. There are many factors that may affect the range of outcomes, and the resulting financial impact, of these investigations and reviews. Based on the information currently available, management's estimate of the possible aggregate penalties that might arise as a result of the matters in respect of which it is practicable to form estimates is up to or exceeding $1.5bn, including amounts for which a provision has been recognised. Due to uncertainties and limitations of these estimates, the ultimate penalties could differ significantly from this amount.

In light of the media attention regarding these matters, it is possible that other tax administration, regulatory or law enforcement authorities will also initiate or enlarge similar investigations or regulatory proceedings.

Mossack Fonseca & Co.

HSBC has received requests for information from various regulatory and law enforcement authorities around the world concerning persons and entities believed to be linked to Mossack Fonseca & Co., a service provider of personal investment companies. HSBC is cooperating with the relevant authorities.

Based on the facts currently known, it is not practicable at this time for HSBC to predict the resolution of this matter, including the timing or any possible impact on HSBC, which could be significant.

London interbank offered rates, European interbank offered rates and other benchmark interest rate investigations and litigation

Various regulators and competition and law enforcement authorities around the world, including in the UK, the US, the EU and Switzerland, are conducting investigations and reviews related to certain past submissions made by panel banks and the processes for making submissions in connection with the setting of Libor, Euribor and other benchmark interest rates and screens used to price certain derivative products. HSBC has been the subject of regulatory demands for information and is cooperating with those investigations and reviews.

In December 2016, the European Commission (the 'Commission') issued a decision finding that HSBC, among other banks, engaged in anti-competitive practices in connection with the pricing of euro interest rate derivatives in early 2007. The Commission imposed a fine on HSBC based on a one-month infringement. HSBC has appealed the decision.

US dollar Libor: Beginning in 2011, HSBC and other panel banks have been named as defendants in a number of private lawsuits filed in the US with respect to the setting of US dollar Libor. The complaints assert claims under various US laws, including US antitrust and racketeering laws, the US Commodity Exchange Act ('US CEA'), and state law. The lawsuits include individual and putative class actions, most of which have been transferred and/or consolidated for pre-trial purposes before the New York District Court.



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Notes on the Financial Statements

The New York District Court has issued decisions dismissing certain of the claims in response to motions filed by the defendants. Those decisions resulted in the dismissal of the plaintiffs' federal and state antitrust claims, racketeering claims and unjust enrichment claims. The dismissal of the antitrust claims was appealed to the US Court of Appeals for the Second Circuit, which reversed the decisions in May 2016. In July 2016, the defendants filed a joint motion to dismiss the antitrust claims on additional grounds not previously addressed by the court and, in December 2016, the New York District Court granted in part and denied in part the motion, leaving only certain antitrust claims to be litigated. Certain plaintiffs have appealed the December 2016 order to the US Court of Appeals for the Second Circuit. Separately, in October 2016, the New York District Court granted a motion to dismiss claims brought by certain individual plaintiffs for lack of personal jurisdiction, which is also on appeal to the Second Circuit. Finally, in January 2017, the District Court granted the defendants' motion to dismiss certain of the remaining antitrust claims against defendants that did not serve on the US dollar Libor submission panel. In the New York District Court, the cases with remaining claims against HSBC have been stayed while the court considers motions to certify classes in several putative class actions that are pending against HSBC's co-defendants.

In 2017, HSBC reached agreements with plaintiffs to resolve three putative class actions brought on behalf of persons who purchased US dollar Libor-indexed bonds, persons who purchased US Libor-indexed-exchange-traded instruments and US based lending institutions that made or purchased US dollar Libor-indexed loans. In February 2018, HSBC reached an agreement with plaintiffs to resolve a putative class action brought on behalf of persons who purchased US dollar Libor-indexed interest rate swaps and other instruments directly from the defendant banks and their affiliates. These settlements are subject to court approval.

Euribor: In November 2013, HSBC and other panel banks were named as defendants in a putative class action filed in the New York District Court on behalf of persons who transacted in euro futures contracts and other financial instruments allegedly related to Euribor. The complaint alleges, among other things, misconduct related to Euribor in violation of US antitrust laws, the US CEA and state law. In December 2016, HSBC reached an agreement with plaintiffs to resolve this action, subject to court approval. The court issued an order granting preliminary approval in January 2017, and has scheduled the final approval hearing in May 2018.

Singapore Interbank Offered Rate ('SIBOR'), Singapore Swap Offer Rate ('SOR') and Australia Bank Bill Swap Rate ('BBSW'): In July 2016 and August 2016, HSBC and other panel banks were named as defendants in two putative class actions filed in the New York District Court on behalf of persons who transacted in products related to the SIBOR, SOR and BBSW benchmark rates. The complaints allege, among other things, misconduct related to these benchmark rates in violation of US antitrust, commodities and racketeering laws, and state law. In August 2017, the defendants moved to dismiss the SIBOR and SOR case, and this motion remains pending. The defendants moved to dismiss the BBSW case in February 2017 and this motion also remains pending.

US dollar International Swaps and Derivatives Association fix ('ISDAfix'): In September 2014, HSBC and other panel banks were named as defendants in a number of putative class actions consolidated in the New York District Court on behalf of persons who transacted in interest rate derivatives or purchased or sold financial instruments that were either tied to ISDAfix rates or were executed shortly before, during, or after the time of the daily ISDAfix setting window. The consolidated complaint alleges, among other things, misconduct related to these activities in violation of US antitrust laws, the US CEA and state law. HSBC's motion to dismiss the complaint was denied in March 2016. In June 2017, HSBC reached an agreement with plaintiffs to resolve this consolidated action, subject to court approval. The court issued an order granting preliminary approval in July 2017, but has not yet set a date for the final approval hearing.

Canadian Dealer Offered Rate: In January 2018, various HSBC entities and other banks were named as defendants in a putative class action filed in the New York District Court in relation to the Canadian Dealer Offered Rate. The claim, which is at an early stage, asserts various breaches of US laws, including US antitrust and racketeering laws, the US CEA, and common law.

There are many factors that may affect the range of outcomes, and the resulting financial impact, of these matters, which could be significant.

Supranational, sovereign and agency bonds

In April 2017, various HSBC companies, among other banks, were added as defendants in a putative class action alleging a conspiracy to manipulate the market for US dollar-denominated supranational, sovereign and agency bonds between 2005 and 2015 in violation of US antitrust laws. In November 2017, plaintiffs filed an amended consolidated complaint which omitted certain HSBC defendants. The remaining HSBC defendants moved to dismiss the amended consolidated complaint, and this motion remains pending.

In November 2017, various HSBC companies and other financial institutions were named as defendants in a putative class action issued in Canada making similar allegations under Canadian law. The claim has not yet been served.

Foreign exchange rate investigations and litigation

Various regulators and competition and law enforcement authorities around the world, including in the US, the EU, Switzerland, Brazil, South Korea and South Africa, are conducting civil and criminal investigations and reviews into trading by HSBC and others on the foreign exchange markets. HSBC is cooperating with these investigations and reviews.

In August 2016, the DoJ indicted two now-former HSBC employees and charged them with wire fraud and conspiracy relating to a 2011 foreign exchange transaction. In October 2017, one of the former employees was found guilty after trial. In January 2018, HSBC Holdings entered into a three-year deferred prosecution agreement with the Criminal Division of the DoJ (the 'FX DPA'), regarding fraudulent conduct in connection with two particular transactions in 2010 and 2011. This concluded the DoJ's investigation into HSBC's historical foreign exchange activities. Under the terms of the FX DPA, HSBC has a number of ongoing obligations, including continuing to cooperate with authorities and implementing enhancements to its internal controls and procedures in its Global Markets business, which will be the subject of annual reports to the DoJ. In addition, HSBC agreed to pay a financial penalty and restitution.

In September 2017, HSBC Holdings and HNAH consented to a civil money penalty order with the FRB in connection with its investigation into HSBC's foreign exchange activities. Under the terms of the order, HSBC Holdings and HNAH agreed to undertake certain remedial steps and to pay a civil money penalty to the FRB.

In December 2016, HSBC Bank plc entered into a settlement with Brazil's Administrative Council of Economic Defense ('CADE') in connection with its investigation into 15 banks, including HSBC Bank plc, as well as 30 individuals, relating to practices in the offshore foreign exchange market. Under the terms of the settlement, HSBC Bank plc agreed to pay a financial penalty to CADE. CADE has also publicly announced that it is initiating a separate investigation into the onshore foreign exchange market and has identified a number of banks, including HSBC, as subjects of its investigation.



248	HSBC Holdings plc Annual Report and Accounts 2017

In February 2017, the Competition Commission of South Africa referred a complaint for proceedings before the South African Competition Tribunal against 18 financial institutions, including HSBC Bank plc, for alleged misconduct related to the foreign exchange market in violation of South African antitrust laws. In April 2017, HSBC filed an exception to the complaint, based on a lack of jurisdiction and statute of limitations. In January 2018, the South African Competition Tribunal approved the provisional referral of additional financial institutions, including HSBC Bank USA, to the proceedings. These proceedings are at an early stage.

In late 2013 and early 2014, HSBC and other banks were named as defendants in various putative class actions consolidated in the New York District Court. The consolidated complaint alleged, among other things, that the defendants conspired to manipulate the WM/Reuters foreign exchange benchmark rates. In September 2015, HSBC reached an agreement with plaintiffs to resolve the consolidated action, subject to court approval. In December 2015, the court granted preliminary approval of the settlement, and HSBC made payment of the agreed settlement amount into an escrow account. The settlement remains subject to final approval by the court.

In June 2015, a putative class action was filed in the New York District Court making similar allegations on behalf of Employee Retirement Income Security Act of 1974 ('ERISA') plan participants. The court dismissed the claims in the ERISA action, and the plaintiffs have appealed to the US Court of Appeals for the Second Circuit. In May 2015, another complaint was filed in the US District Court for the Northern District of California making similar allegations on behalf of retail customers. HSBC filed a motion to transfer that action from California to New York, which was granted in November 2015. In March 2017, the New York District Court dismissed the retail customers' complaint in response to the defendants' joint motion to dismiss. In August 2017, the retail customer plaintiffs filed an amended complaint and the defendants moved to dismiss. The motion remains pending. In April and June 2017, putative class actions making similar allegations on behalf of purported 'indirect' purchasers of foreign exchange products were filed in New York. Those plaintiffs subsequently filed a consolidated amended complaint. HSBC's motion to dismiss the consolidated amended complaint was filed in August 2017 and remains pending.

In September 2015, two additional putative class actions making similar allegations under Canadian law were issued in Canada against various HSBC companies and other financial institutions. In June 2017, HSBC reached an agreement with the plaintiffs to resolve these actions. The settlement received final court approval in October 2017.

At 31 December 2017, HSBC has recognised a provision for these and similar matters in the amount of $511m. There are many factors that may affect the range of outcomes, and the resulting financial impact, of these matters. Due to uncertainties and limitations of these estimates, the ultimate penalties could differ significantly from the amount provided.

Precious metals fix-related investigations and litigation

Various regulators and competition and law enforcement authorities, including in the US and the EU, are conducting investigations and reviews relating to HSBC's precious metals operations and trading. HSBC is cooperating with these investigations and reviews. In November 2014, the Antitrust Division and Criminal Fraud Section of the DoJ issued a document request to HSBC Holdings, seeking the voluntary production of certain documents in connection with a criminal investigation that the DoJ is conducting of alleged anti-competitive and manipulative conduct in precious metals trading. In January 2016, the Antitrust Division of the DoJ informed HSBC that it was closing its investigation. In January 2018, HSI reached an agreement with the US Commodity Futures Trading Commission ('CFTC') to resolve its investigation of HSBC's precious metals activities. Under the terms of the settlement, HSBC Securities (USA) Inc. agreed to pay a financial penalty to the CFTC.

Gold: Beginning in March 2014, numerous putative class actions were filed in the New York District Court and the US District Courts for the District of New Jersey and the Northern District of California, naming HSBC and other members of The London Gold Market Fixing Limited as defendants. The complaints allege that, from January 2004 to June 2013, defendants conspired to manipulate the price of gold and gold derivatives for their collective benefit in violation of US antitrust laws, the US CEA and New York state law. The actions were consolidated in the New York District Court. The defendants' motion to dismiss the consolidated action was granted in part and denied in part in October 2016. In June 2017, the court granted plaintiffs leave to file a third amended complaint, which names a new defendant. The court has denied the pre-existing defendants' request for leave to file a joint motion to dismiss. HSBC and the other pre-existing defendants have requested a stay of discovery.

Beginning in December 2015, numerous putative class actions under Canadian law were filed in the Ontario and Quebec Superior Courts of Justice against various HSBC companies and other financial institutions. The plaintiffs allege that, among other things, from January 2004 to March 2014, defendants conspired to manipulate the price of gold and gold derivatives in violation of the Canadian Competition Act and common law. These actions are at an early stage.

Silver: Beginning in July 2014, numerous putative class actions were filed in the US District Courts for the Southern and Eastern Districts of New York, naming HSBC and other members of The London Silver Market Fixing Ltd as defendants. The complaints allege that, from January 2007 to December 2013, the defendants conspired to manipulate the price of silver and silver derivatives for their collective benefit in violation of US antitrust laws, the US CEA and New York state law. The actions were consolidated in the New York District Court. The defendants' motion to dismiss the consolidated action was granted in part and denied in part in October 2016. In June 2017, the court granted plaintiffs leave to file a third amended complaint, which names several new defendants. The court has denied the pre-existing defendants' request for leave to file a joint motion to dismiss. HSBC and the other pre-existing defendants have requested a stay of discovery.

In April 2016, two putative class actions under Canadian law were filed in the Ontario and Quebec Superior Courts of Justice against various HSBC companies and other financial institutions. Plaintiffs in both actions allege that, from January 1999 to August 2014, the defendants conspired to manipulate the price of silver and silver derivatives in violation of the Canadian Competition Act and common law. The Ontario action is at an early stage. The Quebec action has been temporarily stayed.

Platinum and palladium: Between late 2014 and early 2015, numerous putative class actions were filed in the New York District Court, naming HSBC and other members of The London Platinum and Palladium Fixing Company Limited as defendants. The complaints allege that, from January 2008 to November 2014, the defendants conspired to manipulate the price of platinum group metals ('PGM') and PGM-based financial products for their collective benefit in violation of US antitrust laws and the US CEA. In March 2017, the defendants' motion to dismiss the second amended consolidated complaint was granted in part and denied in part. In June 2017, plaintiffs filed a third amended complaint. The defendants filed a joint motion to dismiss, which remains pending.

There are many factors that may affect the range of outcomes, and the resulting financial impact, of these matters, which could be significant.



HSBC Holdings plc Annual Report and Accounts 2017	249

Notes on the Financial Statements

Treasury auctions

Beginning in July 2015, HSI, among other financial institutions, was named as a defendant in several putative class actions filed in the New York District Court. The complaints generally allege that the defendants violated US antitrust laws and the US CEA by colludingto manipulate prices of US Treasury securities sold at auction. The cases have been consolidated in the New York District Court. In November 2017, the plaintiffs filed an amended consolidated complaint that focused on a sub-group of primary dealer defendants, and dropped several of the financial institutions named in the original consolidated complaint, including HSBC. In December 2017 the court dismissed the consolidated class claims against those defendants, including HSBC, not named in the consolidated amended complaint.

The DoJ has also requested information from HSBC and reportedly other banks regarding US Treasury securities trading practices. HSBC is cooperating with this ongoing investigation.

Interest rate swap and credit default swap litigation

In February 2016, various HSBC companies, among others, were added as defendants in a putative class action filed in the New York District Court. The complaint alleged that the defendants violated US antitrust laws by, among other things, conspiring to boycott and eliminate various entities and practices that would have brought exchange trading to buy-side investors in the interest rate swaps marketplace. In June 2016, this action along with other complaints filed in the New York District Court and the Illinois District Court were consolidated in the New York District Court and, in January 2017, the defendants filed a motion to dismiss. In July 2017, the court granted HSBC's motion to dismiss.

In June 2017, certain plaintiffs in the consolidated action brought a separate individual action in the New York District Court against most of the same defendants, alleging similar violations of federal and state antitrust laws and breaches of common law in relation to the credit default swap market.

Fédération Internationale de Football Association ('FIFA') related investigations

HSBC has received enquiries from the DoJ regarding its banking relationships with certain individuals and entities that are or may be associated with FIFA. The DoJ is investigating whether multiple financial institutions, including HSBC, permitted the processing of suspicious or otherwise improper transactions, or failed to observe applicable AML laws and regulations. HSBC is cooperating with the DoJ's investigation.

Hiring practices investigation

The US Securities and Exchange Commission (the 'SEC') is investigating multiple financial institutions, including HSBC, in relation to hiring practices of candidates referred by or related to government officials or employees of state-owned enterprises in Asia-Pacific. HSBC has received various requests for information and is cooperating with the SEC's investigation.

Stanford litigation

In January 2018, HSBC Bank plc received a letter of claim from the Antiguan Joint Liquidators of Stanford International Bank Ltd ('SIB') asserting various claims in connection with HSBC Bank plc's role as a correspondent bank to SIB from 2003 to 2009. HSBC Bank plc denies the allegations and is preparing its response.

HSBC Bank plc continues to defend putative class action lawsuits in the US District Court for the Northern District of Texas against HSBC Bank plc and other bank and individual defendants. The complaints, filed by the Official Stanford Investors Committee and a putative class of persons who held monies on deposit and/or certificates of deposit issued by SIB, allege various fraudulent transfer, statutory and tort claims. In November 2017, the court denied the class plaintiffs' motion for class certification. Permission to appeal that ruling has been requested by the class plaintiffs.



35	Related party transactions

Related parties of the Group and HSBC Holdings include subsidiaries, associates, joint ventures, post-employment benefit plans for HSBC employees, Key Management Personnel ('KMP') as defined by IAS 24, close family members of KMP and entities which are controlled or jointly controlled by KMP or their close family members. KMP are defined as those persons having authority and responsibility for planning, directing and controlling the activities of HSBC Holdings. These individuals also constitute 'senior management' for the purposes of the Hong Kong Listing Rules. Following a review of the application of IAS 24, it was determined that the roles of Chief Legal Officer, Group Head of Internal Audit and Group Head of Human Resources did not meet the criteria for KMP as provided for in the standard.

Particulars of transactions with related parties are tabulated below. The disclosure of the year-end balance and the highest amounts outstanding during the year is considered to be the most meaningful information to represent the amount of the transactions and outstanding balances during the year.

Key Management Personnel

Details of Directors' remuneration and interest in shares are disclosed in the Directors' Remuneration Report on pages 141 to 157. IAS 24 'Related party disclosures' requires the following additional information for key management compensation.



250	HSBC Holdings plc Annual Report and Accounts 2017



Compensation of Key Management Personnel
	2017	2016	2015
	$m	$m	$m
Short-term employee benefits	43	41	40
Post-employment benefits	-	-	1
Other long-term employee benefits	5	5	9
Share-based payments	35	37	51
Year ended 31 Dec	83	83	101



Shareholdings, options and other securities of Key Management Personnel
	2017	2016
	(000s)	(000s)
Number of options held over HSBC Holdings ordinary shares under employee share plans	15	18
Number of HSBC Holdings ordinary shares held beneficially and non-beneficially	22,609	22,283
At 31 Dec	22.624	22,301



Transactions and balances during the year with Key Management Personnel
		2017		2016
		Balance at 31 Dec	Highest amounts outstandingduring year	Balanceat 31 Dec	Highest amounts outstandingduring year
	Footnotes	$m	$m	$m	$m
Key Management Personnel	1
Advances and credits	2	329	334	215	220
Guarantees		6	52	55	63
Deposits		300	893	229	677


1	Includes Key Management Personnel, close family members of Key Management Personnel and entities which are controlled or jointly controlled by Key Management Personnel or their close family members.


2	Advances and credits entered into by subsidiaries of HSBC Holdings during 2017 with Directors, disclosed pursuant to Section 413 of the Companies Act 2006, totalled $2m (2016: $2m).

Some of the transactions were connected transactions as defined by the Rules Governing The Listing of Securities on The Stock Exchange of Hong Kong Limited, but were exempt from any disclosure requirements under the provisions of those rules. The above transactions were made in the ordinary course of business and on substantially the same terms, including interest rates and security, as for comparable transactions with persons of a similar standing or, where applicable, with other employees. The transactions did not involve more than the normal risk of repayment or present other unfavourable features.

Associates and joint ventures

The Group provides certain banking and financial services to associates and joint ventures including loans, overdrafts, interest and non-interest bearing deposits and current accounts. Details of the interests in associates and joint ventures are given in Note 17.



Transactions and balances during the year with associates and joint ventures
	2017		2016
	Highest balanceduring the year	Balance at31 Dec	Highest balanceduring the year	Balance at31 Dec
	$m	$m	$m	$m
Unsubordinated amounts due from joint ventures	138	119	126	113
Unsubordinated amounts due from associates	3,104	2,537	3,136	2,881
Subordinated amounts due from associates	411	411	-	-
Amounts due to associates	2,617	1,232	1,112	576
Guarantees and commitments	654	665	776	594

The above outstanding balances arose in the ordinary course of business and on substantially the same terms, including interest rates and security, as for comparable transactions with third-party counterparties.

Post-employment benefit plans

At 31 December 2017, $5.3bn (2016: $4.4bn) of HSBC post-employment benefit plan assets were under management byHSBC companies, earning management fees of $8m in 2017 (2016: $6m). At 31 December 2017, HSBC's post-employmentbenefit plans had placed deposits of $875m (2016: $710m) with its banking subsidiaries, earning interest payable to the schemesof nil (2016: $1m). The above outstanding balances arose from the ordinary course of business and on substantially the same terms, including interest rates and security, as for comparable transactions with third-party counterparties.

The HSBC Bank (UK) Pension Scheme and International Staff Retirement Benefit Scheme enter into swap transactions with HSBC to manage inflation and interest rate sensitivity of its liabilities and selected assets. At 31 December 2017, the gross notional value of the swaps with HSBC Bank (UK) Pension Scheme was $11.3bn (2016: $10.5bn); these swaps had a positive fair value to the scheme of $1.0bn (2016: $0.9bn); and HSBC had delivered collateral of $1.0bn (2016: $0.9bn) to the scheme in respect of these arrangements.

At 31 December 2017, the International Staff Retirement Benefit Scheme no longer held any swaps. In the prior year, it held swaps (gross notional value in 2016: $1.2bn) which had a net negative fair value to the scheme (2016: $85m negative). All swaps were executed at prevailing market rates and within standard market bid/offer spreads.



HSBC Holdings plc Annual Report and Accounts 2017	251

Notes on the Financial Statements

HSBC Holdings

Details of HSBC Holdings' subsidiaries are shown in Note 37.



Transactions and balances during the year with subsidiaries
	2017		2016
	Highest balanceduring the year	Balance at31 Dec	Highest balance during the year	Balance at31 Dec
	$m	$m	$m	$m
Assets
Cash and balances with HSBC undertakings	1,985	1,985	997	247
Loans and advances to HSBC undertakings designated at fair value	11,944	11,944	-	-
Derivatives	2,796	2,388	4,494	2,148
Loans and advances to HSBC undertakings	89,810	76,627	77,732	77,421
Financial investments in HSBC undertakings	4,264	4,264	4,314	3,590
Investments in subsidiaries	95,850	92,930	97,827	95,850
Total related party assets at 31 Dec	206,649	190,138	185,364	179,256
Liabilities
Amounts owed to HSBC undertakings	2,906	2,571	3,823	2,157
Derivatives	4,904	3,082	5,025	5,025
Subordinated liabilities	892	892	1,749	891
Total related party liabilities at 31 Dec	8,702	6,545	10,597	8,073
Guarantees and commitments	9,692	7,778	63,719	7,619

Some employees of HSBC Holdings are members of the HSBC Bank (UK) Pension Scheme, which is sponsored by a separate Group company. HSBC Holdings incurs a charge for these employees equal to the contributions paid into the scheme on their behalf. Disclosure in relation to the scheme is made in Note 5.



36	Events after the balance sheet date

A fourth interim dividend for 2017 of $0.21 per ordinary share (a distribution of approximately $4,199m) was declared by the Directors after 31 December 2017.

These accounts were approved by the Board of Directors on 20 February 2018 and authorised for issue.



37	HSBC Holdings' subsidiaries, joint ventures and associates

In accordance with section 409 of the Companies Act 2006 a list of HSBC Holdings plc subsidiaries, joint ventures and associates, the registered office address and the effective percentage of equity owned at 31 December 2017 is disclosed below.

Unless otherwise stated, the share capital comprises ordinary or common shares which are held by Group subsidiaries. The ownership percentage is provided for each undertaking. The undertakings below are consolidated by HSBC unless otherwise indicated.



252	HSBC Holdings plc Annual Report and Accounts 2017

Subsidiaries



Subsidiaries	% of share class held by immediate parent company (or by the Group where this varies)		Footnotes
ACN 087 652 113 Pty Limited	100.00		15
Almacenadora Banpacifico S.A. (in liquidation)	99.99		9, 16
Assetfinance December (F) Limited	100.00		17
Assetfinance December (H) Limited	100.00		17
Assetfinance December (M) Limited	100.00		17
Assetfinance December (P) Limited	100.00		17
Assetfinance December (R) Limited	100.00		17
Assetfinance June (A) Limited	100.00		17
Assetfinance June (D) Limited	100.00		17
Assetfinance Limited	100.00		17
Assetfinance March (B) Limited	100.00		18
Assetfinance March (D) Limited	100.00		17
Assetfinance March (F) Limited	100.00		17
Assetfinance September (F) Limited	100.00		17
Assetfinance September (G) Limited	100.00		17
B&Q Financial Services Limited	100.00		19
Banco Nominees (Guernsey) Limited	100.00		9, 20
Banco Nominees 2 (Guernsey) Limited	100.00		20
Banco Nominees Limited	100.00		21
Bank of Bermuda (Cayman) Limited	100.00		22
Beau Soleil Limited Partnership	n/a		7, 9, 23
Beijing Miyun HSBC Rural Bank Company Limited	100.00		12, 24
Beneficial Company LLC	100.00		25
Beneficial Consumer Discount Company	100.00		26
Beneficial Financial I Inc.	100.00		27
Beneficial Florida Inc.	100.00		25
Beneficial Homeowner Service Corporation	100.00		25
Beneficial Kentucky Inc.	100.00		25
Beneficial Loan & Thrift Co.	100.00		25
Beneficial Louisiana Inc.	100.00		25
Beneficial Maine Inc.	100.00		25
Beneficial Massachusetts Inc.	100.00		25
Beneficial Michigan Inc.	100.00		25
Beneficial New Hampshire Inc.	100.00		25
Beneficial Oregon Inc.	100.00		25
Beneficial Rhode Island Inc.	100.00		25
Beneficial South Dakota Inc.	100.00		25
Beneficial Tennessee Inc.	100.00		28
Beneficial West Virginia, Inc.	100.00		29
Beneficial Wyoming Inc.	100.00		30
BFC Insurance Agency of Nevada	100.00		223
Billingsgate Nominees Limited	100.00		17
Cal-Pacific Services, Inc.	100.00		27
Canada Crescent Nominees (UK) Limited	100.00		17
Canada Square Nominees (UK) Limited	100.00		17
Canada Square Property Participations Limited	100.00		17
Canada Water Nominees (UK) Limited	100.00		17
Capco/Cove, Inc.	100.00		31
Card-Flo #1, Inc.	100.00		32
Card-Flo #3, Inc.	100.00		25
Cayman International Finance Limited	100.00		33
CC&H Holdings LLC	100.00		34
CCF Charterhouse GmbH & Co Asset Leasing KG (In Liquidation)	100.00	(99.99)	35
CCF Charterhouse GmbH (in Liquidation)	100.00	(99.99)	4, 35
CCF Holding (LIBAN) S.A.L. (in liquidation)	74.99		1, 36
CCF & Partners Asset Management Limited	99.99		17
Charterhouse Administrators ( D.T.) Limited	100.00	(99.99)	9, 17
Charterhouse Development Limited	100.00		17
Charterhouse Management Services Limited	100.00	(99.99)	9, 17
Charterhouse Pensions Limited	100.00		17



Subsidiaries	% of share class held by immediate parent company (or by the Group where this varies)		Footnotes
Chongqing Dazu HSBC Rural Bank Company Limited	(100.00)		12, 37
Chongqing Fengdu HSBC Rural Bank Company Limited	100.00		12, 38
Chongqing Rongchang HSBC Rural Bank Company Limited	100.00		12, 39
CL Residential Limited (in liquidation)	100.00		40
COIF Nominees Limited	100.00		17
Cordico Management AG	100.00		41
Corhold Limited (in liquidation)	100.00		42
Dalian Pulandian HSBC Rural Bank Company Limited	100.00		12, 43
Decision One Mortgage Company, LLC	100.00		44
Dem 5	100.00	(99.99)	4, 9, 45
Dem 9	100.00	(99.99)	4, 9, 45
Dempar 1	100.00	(99.99)	4, 9, 46
Dempar 4	100.00	(99.99)	9, 46
Desarrollo Turistico, S.A. de C.V.	99.99		9, 16
Ellenville Holdings, Inc.	100.00		31
Elysees GmbH (in Liquidation)	100.00	(99.99)	35
Elysées Immo Invest	100.00	(99.99)	4, 47
EMTT Limited (in liquidation)	100.00		17
Equator Holdings Limited (in liquidation)	100.00		17
Eton Corporate Services Limited	100.00		20
Far East Leasing SA	100.00		48
Fdm 5 SAS	100.00	(99.99)	4, 9, 45
FEPC Leasing Ltd.	100.00		49
Finanpar 2	100.00	(99.99)	4, 9, 47
Finanpar 7	100.00	(99.99)	4, 9, 47
Flandres Contentieux S.A.	100.00	(99.99)	1, 4, 9, 50
Foncière Elysées	100.00	(99.99)	4, 9, 46
Forward Trust Rail Services Limited	100.00		17
Fujian Yongan HSBC Rural Bank Company Limited	100.00		12, 51
Fulcher Enterprises Company Limited	100.00	(62.14)	52
Fundacion HSBC, A.C.	99.99		1, 9, 11, 16
Gesellschaft fur Industrielle Beteiligungen und Finanzierung mbH	100.00	(80.67)	9, 53
Gesico International SA (in liquidation)	100.00		54
Giller Ltd.	100.00		31
GPIF Co-Investment, LLC	80.00		25
GPIF-I Equity Co., Ltd.	100.00		8, 22
GPIF-I Finance Co., Ltd	100.00		8, 22
Griffin International Limited	100.00		17
Grupo Financiero HSBC, S. A. de C. V.	99.99		9, 16
Guangdong Enping HSBC Rural Bank Company Limited	100.00		12, 55
GZ Guyerzeller Corporation (in liquidation)	100.00		129
Hang Seng (Nominee) Limited	100.00	(62.14)	52
Hang Seng Bank (China) Limited	100.00	(62.14)	12, 57
Hang Seng Bank (Trustee) Limited	100.00	(62.14)	52
Hang Seng Bank Limited	62.14		52
Hang Seng Bullion Company Limited	100.00	(62.14)	52
Hang Seng Credit Limited	100.00	(62.14)	52
Hang Seng Data Services Limited	100.00	(62.14)	52
Hang Seng Finance Limited	100.00	(62.14)	52
Hang Seng Financial Information Limited	100.00	(62.14)	52
Hang Seng Futures Limited	100.00	(62.14)	52
Hang Seng Indexes Company Limited	100.00	(62.14)	52
Hang Seng Insurance Company Limited	100.00	(62.14)	52
Hang Seng Investment Management Limited	100.00	(62.14)	52
Hang Seng Investment Services Limited	100.00		52
Hang Seng Life Limited	100.00		52
Hang Seng Real Estate Management Limited	100.00		52
Hang Seng Securities Limited	100.00		52



HSBC Holdings plc Annual Report and Accounts 2017	253

Notes on the Financial Statements



Subsidiaries	% of share class held by immediate parent company (or by the Group where this varies)		Footnotes
Hang Seng Security Management Limited	100.00		52
Haseba Investment Company Limited	100.00		52
HFC Bank Limited (in liquidation)	100.00		40
HFC Company LLC	100.00		25
High Time Investments Limited	100.00	(62.14)	52
HITG Administration GmbH	100.00		58
Honey Green Enterprises Ltd.	100.00		59
Hongkong International Trade Finance (Holdings) Limited (in liquidation)	100.00		17
Household Capital Markets LLC	100.00		25
Household Commercial Financial Services, Inc.	100.00		26
Household Finance Consumer Discount Company	100.00		25
Household Finance Corporation II	100.00		25
Household Finance Corporation III	100.00		25
Household Finance Corporation of Alabama	100.00		224
Household Finance Corporation of California	100.00		25
Household Finance Industrial Loan Company of Iowa	100.00		225
Household Finance Realty Corporation of Nevada	100.00		25
Household Finance Realty Corporation of New York	100.00		25
Household Financial Center Inc.	100.00		25
Household Industrial Finance Company	100.00		226
Household Insurance Group Holding Company	100.00		227
Household International Europe Limited (in liquidation)	100.00		3, 40
Household Pooling Corporation	100.00		60
Household Realty Corporation	100.00		25
HRMG Nominees Limited	100.00		20
HSBC (BGF) Investments Limited	100.00		17
HSBC (BVI) Limited (in liquidation)	100.00		56
HSBC (General Partner) Limited	100.00		2, 61
HSBC (Guernsey) GP PCC Limited	100.00		1, 20
HSBC (Kuala Lumpur) Nominees Sdn Bhd	100.00		62
HSBC (Malaysia) Trustee Berhad	100.00		63
HSBC (Singapore) Nominees Pte Ltd	100.00		64
HSBC Administradora de Inversiones S.A.	100.00	(99.65)	65
HSBC Agency (India) Private Limited	100.00		66
HSBC Alpha Funding (UK) Holdings LP (in liquidation)	n/a		7, 67
HSBC Alternative Investments Limited	100.00		17
HSBC Amanah Malaysia Berhad	100.00		62
HSBC Amanah Takaful (Malaysia) Berhad	49.00		56, 62
HSBC Americas Corporation (Delaware)	100.00		25
HSBC Argentina Holdings S.A.	100.00		68
HSBC Asia Holdings (UK) Limited	100.00		17
HSBC Asia Holdings B.V.	100.00		3, 17
HSBC Asia Holdings Limited	100.00		2, 69
HSBC Asia Pacific Holdings (UK) Limited	100.00		17
HSBC Asset Finance (UK) Limited	100.00		17
HSBC Asset Finance Holdings Limited	100.00		17
HSBC Asset Finance M.O.G. Holdings (UK) Limited	100.00		17
HSBC Asset Management (India) Private Limited	100.00	(99.99)	3, 9, 70
HSBC Assurances Vie (France)	100.00	(99.99)	4, 9, 50
HSBC Australia Holdings Pty Limited	100.00		15
HSBC Bank (Chile)	100.00	(99.99)	9, 71
HSBC Bank (China) Company Limited	100.00		12, 72
HSBC Bank (General Partner) Limited	100.00		61
HSBC Bank (Mauritius) Limited	72.95		73
HSBC Bank (RR) (Limited Liability Company)	100.00		13, 74
HSBC Bank (Singapore) Limited	100.00		64
HSBC Bank (Taiwan) Limited	100.00		75



Subsidiaries	% of share class held by immediate parent company (or by the Group where this varies)		Footnotes
HSBC Bank (Uruguay) S.A.	100.00		76
HSBC Bank (Vietnam) Ltd.	100.00		77
HSBC Bank A.S.	100.00		78
HSBC Bank Argentina S.A.	100.00	(99.99)	79
HSBC Bank Armenia cjsc	70.00		80
HSBC Bank Australia Limited	100.00		15
HSBC Bank Bermuda Limited	100.00		21
HSBC Bank Canada	100.00		81
HSBC Bank Capital Funding (Sterling 1) LP	100.00		7, 61
HSBC Bank Capital Funding (Sterling 2) LP	100.00		7, 61
HSBC Bank Egypt S.A.E	94.54		82
HSBC Bank International Limited	100.00		83
HSBC Bank Malaysia Berhad	100.00		62
HSBC Bank Malta p.l.c.	70.03		84
HSBC Bank Middle East Limited	100.00		5, 85
HSBC Bank Middle East Limited, Representative Office Morocco SARL	100.00		86
HSBC Bank Nominee (Jersey) Limited	100.00		83
HSBC Bank Oman S.A.O.G.	51.00		87
HSBC Bank Pension Trust (UK) Limited	100.00		17
HSBC Bank plc	100.00		2, 17
HSBC Bank Polska S.A.	100.00		3, 88
HSBC Bank USA, National Association	100.00		3, 89
HSBC Branch Nominee (UK) Limited	100.00		17
HSBC Brasil Holding S.A.	100.00		90
HSBC Brasil S.A. Banco De Investimento	100.00		90
HSBC Broking Forex (Asia) Limited	100.00		69
HSBC Broking Futures (Asia) Limited	100.00		69
HSBC Broking Futures (Hong Kong) Limited	100.00		69
HSBC Broking Nominees (Asia) Limited	100.00		69
HSBC Broking Securities (Asia) Limited	100.00		69
HSBC Broking Securities (Hong Kong) Limited	100.00		69
HSBC Broking Services (Asia) Limited	100.00		69
HSBC Canada Holdings (UK) Limited	100.00		17
HSBC Canadian Covered Bond (Legislative) GP Inc	100.00		199
HSBC Capital (Canada) Inc.	100.00		91
HSBC Capital (USA), Inc.	100.00		25
HSBC Capital Funding (Dollar 1) L.P.	100.00		61
HSBC Capital Limited	100.00		69
HSBC Card Services Inc.	100.00		25
HSBC Casa de Bolsa, S.A. de C.V., Grupo Financiero HSBC	99.99		9, 16
HSBC Cayman Services Limited	100.00		33
HSBC City Funding Holdings	100.00		17
HSBC Client Holdings Nominee (UK) Limited	100.00		17
HSBC Client Share Offer Nominee (UK) Limited	100.00		17
HSBC Columbia Funding, LLC	100.00		25
HSBC Corporate Advisory (Malaysia) Sdn Bhd	100.00		62
HSBC Corporate Finance (Hong Kong) Limited	100.00		69
HSBC Corporate Trustee Company (UK) Limited	100.00		17
HSBC Credit Center, Inc.	100.00		25
HSBC Custody Nominees (Australia) Limited	100.00		15
HSBC Custody Services (Guernsey) Limited	100.00		20
HSBC Daisy Investments (Mauritius) Limited	100.00		92
HSBC Diversified Loan Fund General Partner Sarl	100.00		93
HSBC Electronic Data Processing (Guangdong) Limited	100.00		12, 94
HSBC Electronic Data Processing (Malaysia) Sdn Bhd	100.00		95
HSBC Electronic Data Processing (Philippines), Inc.	100.00		96
HSBC Electronic Data Processing India Private Limited	100.00		97



254	HSBC Holdings plc Annual Report and Accounts 2017



Subsidiaries	% of share class held by immediate parent company (or by the Group where this varies)		Footnotes
HSBC Electronic Data Processing Lanka (Private) Limited	100.00		98
HSBC Electronic Data Service Delivery (Egypt) S.A.E.	100.00		99
HSBC Enterprise Investment Company (UK) Limited	100.00		17
HSBC Epargne Entreprise (France)	100.00	(99.99)	4, 9, 50
HSBC Equator (UK) Limited (in liquidation)	100.00		17
HSBC Equipment Finance (UK) Limited	100.00		17
HSBC Equities (Luxembourg) S.a r.l. (in liquidation)	100.00		1, 100
HSBC Equity (UK) Limited	100.00		17
HSBC Europe B.V.	100.00		17
HSBC European Clients Depositary Receipts Nominee (UK) Limited (in liquidation)	100.00		17
HSBC Executor & Trustee Company (UK) Limited	100.00		17
HSBC Factoring (France)	100.00	(99.99)	4, 9, 46
HSBC Finance (Brunei) Berhad	100.00		101
HSBC Finance (Netherlands)	100.00		2, 17
HSBC Finance Corporation	100.00		25
HSBC Finance Limited	100.00		17
HSBC Finance Mortgages Inc.	100.00		102
HSBC Finance Transformation (UK) Limited	100.00		2, 17
HSBC Financial Services (Lebanon) s.a.l.	99.70		103
HSBC Financial Services (Middle East) Limited (In Liquidation)	100.00		104
HSBC Financial Services (Uruguay) S.A. (in liquidation)	100.00		105
HSBC France	99.99		4, 46
HSBC Fund Services (Korea) Limited	92.95		1, 106
HSBC Funding (UK) Holdings	100.00		17
HSBC Germany Holdings GmbH	100.00		53
HSBC Gestion (Monaco) SA	99.80		107
HSBC Global Asset Management (Bermuda) Limited	100.00		21
HSBC Global Asset Management (Canada) Limited	100.00		108
HSBC Global Asset Management (Deutschland) GmbH	100.00	(80.67)	9, 53
HSBC Global Asset Management (France)	100.00	(99.99)	4, 9, 109
HSBC Global Asset Management
(Hong Kong) Limited	100.00		23
HSBC Global Asset Management (International) Limited	100.00		110
HSBC Global Asset Management
(Japan) K. K.	100.00		111
HSBC Global Asset Management (Malta) Limited	100.00	(70.02)	112
HSBC Global Asset Management (México), S.A. de C.V., Sociedad Operadora de Fondos de Inversión, Grupo Financiero HSBC	99.99		9, 16
HSBC Global Asset Management (Oesterreich) GmbH	100.00	(80.67)	6, 9, 222
HSBC Global Asset Management (Singapore) Limited	100.00		64
HSBC Global Asset Management (Switzerland) AG	100.00	(90.33)	4, 9, 113
HSBC Global Asset Management (Taiwan) Limited	100.00		114
HSBC Global Asset Management (UK) Limited	100.00		17
HSBC Global Asset Management (USA) Inc.	100.00		115
HSBC Global Asset Management Holdings (Bahamas) Limited	100.00		116
HSBC Global Asset Management Limited	100.00		17
HSBC Global Custody Nominee (UK) Limited	100.00		17
HSBC Global Custody Proprietary Nominee (UK) Limited	100.00		17
HSBC Global Services (Hong Kong) Limited	100.00		69



Subsidiaries	% of share class held by immediate parent company (or by the Group where this varies)		Footnotes
HSBC Global Services (UK) Limited	100.00		17
HSBC Global Services Limited	100.00		2, 17
HSBC Global Shared Services (India) Private Limited (in liquidation)	100.00	(99.99)	9, 66
HSBC Group Management Services Limited	100.00		17
HSBC Group Nominees UK Limited	100.00		1, 2, 17
HSBC Holdings B.V.	100.00		17
HSBC Home Equity Loan Corporation II	100.00		25
HSBC IM Pension Trust Limited	100.00		1, 17
HSBC Infrastructure Limited	100.00		17
HSBC INKA Investment-AG TGV	100.00	(80.67)	9, 14, 117
HSBC Inmobiliaria (Mexico), S.A. de C.V.	99.99		9, 16
HSBC Institutional Trust Services (Asia) Limited	100.00		69
HSBC Institutional Trust Services (Bermuda) Limited	100.00		118
HSBC Institutional Trust Services (Ireland) DAC	100.00		119
HSBC Institutional Trust Services (Mauritius) Limited	100.00		120
HSBC Institutional Trust Services (Singapore) Limited	100.00		64
HSBC Insurance (Asia) Limited	100.00		121
HSBC Insurance (Asia-Pacific) Holdings Limited	100.00		122
HSBC Insurance (Bermuda) Limited	100.00		21
HSBC Insurance (Singapore) Pte. Limited	100.00		64
HSBC Insurance Agency (USA) Inc.	100.00		123
HSBC Insurance Brokers (Philippines) Inc	100.00	(99.99)	9, 124
HSBC Insurance Brokers (Taiwan) Limited	100.00		125
HSBC Insurance Holdings Limited	100.00		2, 17
HSBC Insurance Management Services Limited (in liquidation)	100.00		126
HSBC Insurance Services (Lebanon) S.A.L. (in liquidation)	97.70		9, 127
HSBC Insurance Services Holdings Limited	100.00		17
HSBC International Finance Corporation (Delaware)	100.00		128
HSBC International Financial Services (UK) Limited (in liquidation)	100.00		17
HSBC International Holdings (Jersey) Limited	100.00		83
HSBC International Nominees Limited	100.00		1, 129
HSBC International Trade Finance Limited (in liquidation)	100.00		40
HSBC International Trustee (BVI) Limited	100.00		10, 130
HSBC International Trustee (Holdings) Pte. Limited	100.00		64
HSBC International Trustee Limited	100.00		129
HSBC Inversiones S.A.	99.99		9, 71
HSBC Inversiones y Servicios Financieros Limitada	100.00	(99.99)	9, 71
HSBC InvestDirect (India) Limited	99.99	(99.54)	131
HSBC InvestDirect Financial Services (India) Limited	100.00	(99.54)	9, 131
HSBC InvestDirect Sales & Marketing (India) Limited	99.99	(98.54)	9, 66
HSBC InvestDirect Securities (India) Private Limited	99.99	(99.61)	9, 131
HSBC Investment Bank Holdings B.V.	100.00		17
HSBC Investment Bank Holdings Limited	100.00		17
HSBC Investment Funds (Canada) Inc.	100.00		108
HSBC Investment Funds (Hong Kong) Limited	100.00		23
HSBC Investment Funds (Luxembourg) SA	100.00		100
HSBC Investments (Bahamas) Limited (in liquidation)	100.00		133
HSBC Invoice Finance (UK) Limited	100.00		134
HSBC Iris Investments (Mauritius) Ltd	100.00		92
HSBC Issuer Services Common Depositary Nominee (UK) Limited	100.00		17



HSBC Holdings plc Annual Report and Accounts 2017	255

Notes on the Financial Statements



Subsidiaries	% of share class held by immediate parent company (or by the Group where this varies)		Footnotes
HSBC Issuer Services Depositary Nominee (UK) Limited	100.00		17
HSBC Land Title Agency (USA) LLC	100.00	(55.00)	135
HSBC Latin America B.V.	100.00		17
HSBC Latin America Holdings (UK) Limited	100.00		2, 17
HSBC Leasing (Asia) Limited	100.00		69
HSBC Leasing (France)	100.00	(99.99)	4, 9, 45
HSBC Life (International) Limited	100.00		118
HSBC Life (UK) Limited	100.00		17
HSBC Life Assurance (Malta) Limited	100.00	(70.02)	112
HSBC Lodge Funding (UK) Holdings	100.00		17
HSBC LU Nominees Limited	100.00		17
HSBC Management (Guernsey) Limited	100.00		20
HSBC Markets (USA) Inc.	100.00		25
HSBC Marking Name Nominee (UK) Limited	100.00		17
HSBC Mexico, S.A., Institucion de Banca Multiple, Grupo Financiero HSBC	99.99		16
HSBC Middle East Finance Company Limited	100.00	(80.00)	136
HSBC Middle East Holdings B.V.	100.00		2, 17
HSBC Middle East Leasing Partnership	n/a		7, 9, 137
HSBC Middle East Securities L.L.C	49.00		56, 138
HSBC Mortgage Corporation (Canada)	100.00		81
HSBC Mortgage Corporation (USA)	100.00		25
HSBC Mortgage Services Inc.	100.00		25
HSBC Nominees (Asing) Sdn Bhd	100.00		62
HSBC Nominees (Hong Kong) Limited	100.00		69
HSBC Nominees (New Zealand) Limited	100.00		139
HSBC Nominees (Tempatan) Sdn Bhd	100.00		62
HSBC North America Holdings Inc.	100.00		25
HSBC Odeme Sistemleri Bilgisayar Teknolojileri Basin Yayin Ve Musteri Hizmetleri	100.00	(99.99)	140
HSBC Overseas Holdings (UK) Limited	100.00		2, 17
HSBC Overseas Investments Corporation (New York)	100.00		141
HSBC Overseas Nominee (UK) Limited	100.00		17
HSBC Participaciones (Argentina) S.A.	100.00	(99.99)	9, 68
HSBC PB Corporate Services 1 Limited	100.00		142
HSBC PB Services (Suisse) SA	100.00		143
HSBC Pension Trust (Ireland) DAC	100.00		119
HSBC Pensiones, S.A.	99.99		9, 144
HSBC PI Holdings (Mauritius) Limited	100.00		120
HSBC Portfoy Yonetimi A.S.	100.00	(99.98)	9, 145
HSBC Preferential LP (UK)	100.00		17
HSBC Private Bank (C.I.) Limited	100.00		20
HSBC Private Bank (Luxembourg) S.A.	100.00		100
HSBC Private Bank (Monaco) SA	100.00		4, 107
HSBC Private Bank (Suisse) SA	100.00		143
HSBC Private Bank (UK) Limited	100.00		17
HSBC Private Bank International	100.00		132
HSBC Private Banking Holdings (Suisse) SA	100.00		143
HSBC Private Banking Nominee 3 (Jersey) Limited	100.00		142
HSBC Private Equity Advisors LLC	100.00		25
HSBC Private Equity Investments (UK) Limited	100.00		17
HSBC Private Trustee (Hong Kong) Limited	100.00		69
HSBC Private Wealth Services (Canada) Inc.	100.00		108
HSBC Professional Services (India) Private Limited	100.00		66
HSBC Property (UK) Limited	100.00		17
HSBC Property Funds (Holding) Limited	100.00		17
HSBC Property Funds Investment Limited (in liquidation)	100.00		40
HSBC Provident Fund Trustee (Hong Kong) Limited	100.00		69
HSBC Qianhai Securities Limited	100.00	(51.00)	1, 12, 146
HSBC Rail (UK) Limited	100.00		17
HSBC Real Estate Leasing (France)	99.00		4, 9, 50
HSBC Realty Credit Corporation (USA)	100.00		25



Subsidiaries	% of share class held by immediate parent company (or by the Group where this varies)		Footnotes
HSBC REIM (France)	100.00	(99.99)	4, 9, 50
HSBC Representative Office (Nigeria) Limited	100.00		147
HSBC Retail Services Inc.	100.00		25
HSBC Retirement Benefits Trustee (UK) Limited	100.00		1, 2, 17
HSBC Savings Bank (Philippines) Inc.	99.99		148
HSBC Securities (Asia) Limited	100.00		69
HSBC Securities (B) Berhad	100.00		1, 101
HSBC Securities (Canada) Inc.	100.00		149
HSBC Securities (Egypt) S.A.E.	100.00	(94.65)	82
HSBC Securities (Japan) Limited	100.00		17
HSBC Securities (Philippines) Inc.	99.99		1, 9, 150
HSBC Securities (Singapore) Pte Limited	100.00		64
HSBC Securities (South Africa) (Pty) Limited	100.00		151
HSBC Securities (Taiwan) Corporation Limited	100.00		75
HSBC Securities (USA) Inc.	100.00		25
HSBC Securities and Capital Markets (India) Private Limited	99.99		9, 66
HSBC Securities Asia International Nominees Limited	100.00		152
HSBC Securities Asia Nominees Limited	100.00		69
HSBC Securities Brokers (Asia) Limited	100.00		69
HSBC Securities Investments (Asia) Limited	100.00		69
HSBC Securities Services (Bermuda) Limited	100.00		118
HSBC Securities Services (Guernsey) Limited	100.00		20
HSBC Securities Services (Ireland) DAC	100.00		119
HSBC Securities Services (Luxembourg) S.A.	100.00		100
HSBC Securities Services (USA) Inc.	100.00		153
HSBC Securities Services Holding Limited	100.00		129
HSBC Securities Services Holdings (Ireland) DAC	100.00		119
HSBC Seguros de Retiro (Argentina) S.A.	100.00	(99.99)	9, 68
HSBC Seguros de Vida (Argentina) S.A.	100.00	(99.99)	9, 68
HSBC Seguros, S.A de C.V., Grupo Financiero HSBC	99.99		3, 9, 144
HSBC Service Delivery (Polska) Sp. z o.o.	100.00		154
HSBC Services (France)	100.00	(99.99)	4, 9, 46
HSBC Services Japan Limited	100.00		133
HSBC Servicios Financieros, S.A. de C.V.	99.99		9, 16
HSBC Servicios, S.A. DE C.V., Grupo Financiero HSBC	99.99		9, 16
HSBC SFH (France)	100.00	(99.99)	4, 9, 50
HSBC Software Development (Canada) Inc	100.00		155
HSBC Software Development (Guangdong) Limited	100.00		12, 156
HSBC Software Development (India) Private Limited	100.00		157
HSBC Software Development (Malaysia) Sdn Bhd	100.00		95
HSBC Specialist Investments Limited	100.00		17
HSBC Stockbroker Services (Client Assets) Nominees Limited	100.00		17
HSBC Stockbrokers Nominee (UK) Limited	100.00		17
HSBC Taxpayer Financial Services Inc.	100.00		25
HSBC Technology & Services (China) Limited	100.00		12, 158
HSBC Technology & Services (USA) Inc.	100.00		25
HSBC TFS I 2005 LLC	100.00		32
HSBC Transaction Services GmbH	100.00		6, 159
HSBC Trinkaus & Burkhardt (International) S.A.	100.00	(80.67)	100
HSBC Trinkaus & Burkhardt AG	100.00	(80.67)	14, 53
HSBC Trinkaus & Burkhardt Gesellschaft fur Bankbeteiligungen mbH	100.00	(80.67)	53
HSBC Trinkaus Europa Immobilien-Fonds Nr. 5 GmbH	100.00	(80.67)	53
HSBC Trinkaus Family Office GmbH	100.00	(80.67)	6, 53
HSBC Trinkaus Immobilien Beteiligungs KG	100.00	(80.67)	53
HSBC Trinkaus Real Estate GmbH	100.00	(80.67)	6, 53
HSBC Trust Company (Canada)	100.00		81



256	HSBC Holdings plc Annual Report and Accounts 2017



Subsidiaries	% of share class held by immediate parent company (or by the Group where this varies)		Footnotes
HSBC Trust Company (Delaware), National Association	100.00		1, 160
HSBC Trust Company (UK) Limited	100.00		17
HSBC Trust Company AG	100.00		41
HSBC Trustee (C.I.) Limited	100.00		142
HSBC Trustee (Cayman) Limited	100.00		161
HSBC Trustee (Guernsey) Limited	100.00		20
HSBC Trustee (Hong Kong) Limited	100.00		69
HSBC Trustee (Mauritius) Limited (in liquidation)	100.00		162
HSBC Trustee (Singapore) Limited	100.00		64
HSBC UK Bank plc	100.00		17
HSBC UK Holdings Limited	100.00		2, 17
HSBC USA Inc.	100.00		141
HSBC Valores S.A.	100.00	(99.99)	9, 163
HSBC Violet Investments (Mauritius) Limited	100.00		92
HSBC Wealth Client Nominee Limited	100.00		17
HSBC Yatirim Menkul Degerler A.S.	99.99	(99.98)	9, 145
HSI Asset Securitization Corporation	100.00		25
HSI International Limited	100.00	(62.14)	52
HSIL Investments Limited	100.00		17
Hubei Macheng HSBC Rural Bank Company Limited	100.00		12, 164
Hubei Suizhou Cengdu HSBC Rural Bank Company Limited	100.00		12, 165
Hubei Tianmen HSBC Rural Bank Company Limited	100.00		12, 166
Hunan Pingjiang HSBC Rural Bank Company Limited	100.00		12, 167
Imenson Limited	100.00	(62.14)	52
INKA Internationale Kapitalanlagegesellschaft mbH	100.00	(80.67)	159
Inmobiliaria Banci, S.A. de C.V.	100.00	(98.91)	3, 16
Inmobiliaria Bisa, S.A. de C.V.	100.00	(99.99)	9, 16
Inmobiliaria Grufin, S.A. de C.V.	100.00	(99.99)	9, 16
Inmobiliaria Guatusi, S.A. de C.V.	100.00	(99.99)	3, 9, 16
IRERE Property Investments (French Offices) Sarl	100.00		168
James Capel & Co. Limited	100.00		17
James Capel (Channel Islands) Nominees Limited	100.00		110
James Capel (Nominees) Limited	100.00		17
James Capel (Second Nominees) Limited (in liquidation)	100.00		17
James Capel (Taiwan) Nominees Limited	100.00		17
John Lewis Financial Services Limited	100.00		17
Keyser Ullmann Limited	100.00	(99.99)	9, 17
Kings Meadow Nominees Limited	100.00		169
Legend Estates Limited	100.00		17
Lion Corporate Services Limited	100.00		69
Lion International Corporate Services Limited	100.00		129
Lion International Management Limited	100.00		129
Lion Management (Hong Kong) Limited	100.00		69
Lyndholme Limited	100.00		69
Marks and Spencer Financial Services plc	100.00		169
Marks and Spencer Retail Financial Services Holdings Limited	100.00		169
Marks and Spencer Savings and Investments Limited	100.00		169
Marks and Spencer Unit Trust Management Limited	100.00		169
Maxima S.A. AFJP (in liquidation)	100.00	(99.98)	68
Mercantile Company Limited	100.00		17
Mexicana de Fomento, S.A. de C.V.	99.80		16
Midcorp Limited	100.00		17
Midland Bank (Branch Nominees) Limited	100.00		17
Midland Nominees Limited	100.00		17
MIL (Cayman) Limited	100.00		33
MW Gestion SA	100.00		68



Subsidiaries	% of share class held by immediate parent company (or by the Group where this varies)		Footnotes
Promocion en Bienes Raices, S.A. de C.V.	100.00	(99.19)	3, 9, 16
Prudential Client HSBC GIS Nominee (UK) Limited	100.00		17
PT Bank HSBC Indonesia	100.00	(98.93)	170
PT HSBC Sekuritas Indonesia	100.00	(85.00)	171
R/CLIP Corp.	100.00		25
Republic Nominees Limited	100.00		20
Republic Overseas Capital Corporation	100.00		123
RLUKREF Nominees (UK) One Limited	100.00		17
RLUKREF Nominees (UK) Two Limited	100.00		17
S.A.P.C. - Ufipro Recouvrement	100.00	(99.97)	11, 45
Saf Baiyun	100.00	(99.99)	4, 9, 47
Saf Chang Jiang	100.00	(99.99)	4, 9, 47
Saf Chang Jiang Shi Liu	100.00	(99.99)	4, 9, 47
Saf Chang Jiang Shi Wu	100.00	(99.99)	1, 4, 9, 47
Saf Guangzhou	100.00	(99.99)	4, 9, 47
Saf Zhu Jiang	100.00	(99.99)	4, 9, 47
Saf Zhu Jiang Yi	100.00	(99.99)	4, 9, 47
Saf Zhu Jiang Ba	100.00	(99.99)	4, 9, 47
Saf Zhu Jiang Er	100.00	(99.99)	4, 9, 47
Saf Zhu Jiang Jiu	100.00	(99.99)	4, 9, 47
Saf Zhu Jiang Liu	100.00	(99.99)	4, 9, 47
Saf Zhu Jiang Qi	100.00	(99.99)	4, 9, 47
Saf Zhu Jiang San	100.00	(99.99)	4, 9, 47
Saf Zhu Jiang Shi	100.00	(99.99)	4, 9, 47
Saf Zhu Jiang Shi Ba	100.00	(99.99)	4, 9, 47
Saf Zhu Jiang Shi Er	100.00	(99.99)	4, 9, 47
Saf Zhu Jiang Shi Jiu	100.00	(99.99)	4, 9, 47
Saf Zhu Jiang Shi Liu	100.00	(99.99)	4, 9, 47
Saf Zhu Jiang Shi Qi	100.00	(99.99)	4, 9, 47
Saf Zhu Jiang Shi Wu	100.00	(99.99)	4, 9, 47
Saf Zhu Jiang Shiyi	100.00	(99.99)	4, 9, 47
Saf Zhu Jiang Wu	100.00	(99.99)	4, 9, 47
Samada Limited	100.00		142
SAS Bosquet-Audrain	100.00	(94.90)	1, 4, 221
SAS Cyatheas Pasteur	100.00	(94.93)	1, 4, 45
SAS Orona	100.00	(94.92)	1, 4, 220
SCI HSBC Assurances Immo	100.00	(99.99)	1, 9, 11, 50
Secondary Club Deal I GP Limited	100.00		20
Secondary Club Deal II GP Limited	100.00		20
SFSS Nominees (Pty) Limited	100.00		151
Shandong Rongcheng HSBC Rural Bank Company Limited	100.00		12, 172
Sico Limited	100.00		173
SNC Dorique	100.00	(99.99)	1,9,11,174
SNC Kerouan	100.00	(99.99)	1, 9, 11, 47
SNC Les Mercuriales	100.00	(99.99)	1, 9, 11, 47
SNC Les Oliviers D'Antibes	59.99		11, 50
SNC Makala	100.00	(99.99)	1,9,11,47
SNC Nuku-Hiva Bail	100.00	(99.99)	1,9,11,47
SNCB/M6 - 2008 A	100.00	(99.99)	1, 4, 9, 47
SNCB/M6-2007 A	100.00	(99.99)	1, 4, 9, 47
SNCB/M6-2007 B	100.00	(99.99)	1, 4, 9, 47
Societe CCF Finance Moyen-Orient S.A.L.	96.64	(99.99)	4, 9, 36
Société Financière et Mobilière	100.00	(99.99)	4, 9, 46
Société Française et Suisse	100.00	(99.99)	4, 9, 47
Societe Immobiliere Atlas S.A.	100.00		143
Somers Dublin DAC	100.00		119
Somers Nominees (Far East) Limited	100.00		118
Sopingest	100.00	(99.99)	4, 9, 47
South Yorkshire Light Rail Limited	100.00		17
SPE 1 2005 Manager Inc.	100.00		32
St Cross Trustees Limited	100.00		17
Sun Hung Kai Development (Lujiazui III) Limited	100.00		12, 175
Swan National Leasing (Commercials) Limited	100.00		17
Swan National Limited	100.00		17



HSBC Holdings plc Annual Report and Accounts 2017	257

Notes on the Financial Statements



Subsidiaries	% of share class held by immediate parent company (or by the Group where this varies)		Footnotes
Tasfiye Halinde HSBC Internet ve Telekomunikasyon Hizmetleri Anonim Sirketi (in liquidation)	100.00	(99.99)	176
Tempus Management AG (in liquidation)	100.00		41
Thasosfin	100.00	(99.99)	4, 9, 50
The Hongkong and Shanghai Banking Corporation Limited	100.00		69
The Venture Catalysts Limited	100.00		17
Timberlink Settlement Services (USA) Inc.	100.00		25
TKM International Limited (in liquidation)	100.00		17
Tooley Street View Limited	100.00		1, 2, 17
Tower Investment Management	100.00		177
Trinkaus Australien Immobilien Fonds Nr. 1 Brisbane GmbH & Co. KG	100.00	(80.67)	53
Trinkaus Australien Immobilien-Fonds Nr. 1 Treuhand-GmbH	100.00	(80.67)	6, 53
Trinkaus Canada Immobilien-Fonds Nr. 1 Verwaltungs-GmbH	100.00	(80.67)	53
Trinkaus Europa Immobilien-Fonds Nr.3 Objekt Utrecht Verwaltungs-GmbH	100.00	(80.67)	53
Trinkaus Immobilien-Fonds Geschaeftsfuehrungs-GmbH	100.00	(80.67)	6, 53
Trinkaus Immobilien-Fonds Verwaltungs-GmbH	100.00	(80.67)	6, 53
Trinkaus Private Equity Management GmbH	100.00	(80.67)	53
Trinkaus Private Equity Verwaltungs GmbH	100.00	(80.67)	6, 53
Tropical Nominees Limited	100.00		33
Turnsonic (Nominees) Limited	100.00		17
Vadep Holding AG (in liquidation)	100.00		178
Valeurs Mobilières Elysées	100.00	(99.99)	4, 9, 179
Vintage 2016 HV GP Limited (in liquidation)	100.00		20
Vintage 2016 KKR GP Limited (in liquidation)	100.00		20
Vintage 2017 Athyrium GP Limited (in liquidation)	100.00		20
Vintage I Secondary GP Limited (in liquidation)	100.00		20
Vintage III Special Situations GP Limited (in liquidation)	100.00		20
Wardley Limited	100.00		69
Wayfoong Credit Limited	100.00		69
Wayfoong Finance Limited	100.00		69
Wayfoong Nominees Limited	100.00		69
Wayhong (Bahamas) Limited (in liquidation)	100.00		116
Westminster House, LLC	100.00		25
Woodex Limited	100.00		21
Yan Nin Development Company Limited	62.14		52

Joint Ventures

The undertakings below are Joint Ventures and equity accounted.



Joint Ventures	% of share class held by immediate parent company (or by the Group where this varies)		Footnotes
HCM Holdings Limited	50.99		40
House Network Sdn Bhd	25.00		180
HSBC Jintrust Fund Management Company Limited	49.00		12, 181
HSBC Kingdom Africa Investments (Cayman) Limited	50.00		182
HSBC Life Insurance Company Limited	50.00		183
ProServe Bermuda Limited	50.00		184
Vaultex UK Limited	50.00		186
HSBC Saudi Arabia	49.40	(69.40)	201

Associates

The undertakings below are associates and equity accounted.



Associates	% of share class held by immediate parent company (or by the Group where this varies)	Footnotes
Bank of Communications Co., Ltd.	19.03	56, 188
Barrowgate Limited	24.64	189
BGF Group Limited	24.38	190
Canara HSBC Oriental Bank of Commerce Life Insurance Company Limited	26.00	191
CFAC Payment Scheme Limited	33.33	192
Chemi and Cotex Industries Limited	33.99	195
Corsair IV Financial Services Capital Partners	n/a	7, 219
Electronic Payment Services Company (Hong Kong) Limited	19.33	56, 69
EPS Company (Hong Kong) Limited	40.58	69
Guangzhou GuangZheng Hang Seng Securities Advisory Co. Ltd.	33.00	217
GZHS Research Co Ltd	20.50	197
Hang Seng Qianhai Fund Management Company Limited	43.50	9, 12, 198
HSBC Mortgage LLP	n/a	7, 200
HSBC TFS II 2005 LLC	20.00	32
InfraRed NF China Real Estate Investments LP	n/a	7, 214
Jeppe Star Limited	33.99	187
MENA Infrastructure Fund (GP) Ltd	33.33	203
Northstar Trade Finance Inc.	20.88	205
Novo Star Limited	33.99	206
PEF 2005 (A) & (D) Limited Partnership	n/a	7, 216
PEF 2010 (A) Limited Partnership	n/a	7, 216
Peregrine Capital Services Ltd	33.46	218
Quantexa Limited	10.00	56, 212
Services Epargne Entreprise SAS	14.35	56, 215
The London Gold Market Fixing Limited	25.00	210
The Saudi British Bank	40.00	211
Vizolution Limited	17.95	56, 213



258	HSBC Holdings plc Annual Report and Accounts 2017



Footnotes for Note 37
1	Management has determined that these undertakings are excluded from consolidation in the Group accounts as these entities do not meet the definition of subsidiaries in accordance with IFRS. HSBC's consolidation policy is described in Note 1.2(a).
2	Directly held by HSBC Holdings plc
3	Preference Shares
Description of Shares
4	Actions
5	Redeemable Preference Shares
6	GmbH Anteil
7	This undertaking is a partnership and does not have share capital
8	Liquidating Share Class
9	In the prior period the Group disclosed the immediate parent company's interest in this undertaking
10	Non-Participating Voting Shares
11	Parts
12	Registered Capital Shares
13	Russian Limited Liability Company Shares
14	Stückaktien



Registered Offices
15	Level 36 Tower 1 International Towers Sydney, 100 Barangaroo Avenue, Sydney, New South Wales, Australia, 2000
16	Paseo de la Reforma 347, Col. Cuauhtemoc, Mexico, 06500
17	8 Canada Square, London, United Kingdom, E14 5HQ
18	5 Donegal Square South, Belfast, Northern Ireland, BT1 5JP
19	Camden House West The Parade, Birmingham, United Kingdom, B1 3PY
20	Arnold House St Julians Avenue, St Peter Port, Guernsey, GY1 3NF
21	37 Front Street, Hamilton, Bermuda, HM 11
22	PO Box 513 HSBC House, 68 West Bay Road, George Town, Grand Cayman, Cayman Islands, KY1-1106
23	HSBC Main Building 1 Queen's Road Central, Hong Kong
24	First Floor, Xinhua Bookstore Xindong Road (SE of roundabout), Miyun District, Beijing, China
25	c/o The Corporation Trust Company 1209 Orange Street, Wilmington, Delaware, United States, 19801
26	CT Corporation System 1515 Market Street, Registered Office, Philadelphia, Pennsylvania, United States, 19102
27	CT Corporation System 800 S. Figueroa, Los Angeles, California, United States, 90017
28	CT Corporation System 530 Gay Street, Knoxville, Tennessee, United States, 37902
29	CT Corporation System Secretary of State, 707 Virginia Street East, Charleston, West Virginia, United States, 25301
30	CT Corporation System 1720 Carey Avenue, Cheyenne, Wyoming, United States, 82001
31	95 Washington Street, Buffalo, New York, United States, 14203
32	1209 Orange Street, Wilmington, Delaware, United States, 19801
33	PO Box 1109 HSBC House, 68 West Bay Road, George Town, Grand Cayman, Cayman Islands, KY1-1102
34	Corporation Service Company 251 Little Falls Drive, Wilmington, Delaware, United States, 19808
35	Unsoeldstrasse 2, Munich, Germany, 80538
36	Solidere - Rue Saad Zaghloul Immeuble - 170 Marfaa, PO Box 17 5476 Mar Michael 11042040, Beyrouth, Lebanon
37	No 1, Bei Huan East Road Dazu County, Chongqing, China
38	No 107, Ping Du Avenue (E), Sanhe Town, Fengdu County, Chongqing, China
39	No. 3, 5, 7, Haitang Erzhi Road Changyuan, Rongchang, Chongqing, China, 402460
40	Hill House 1 Little New Street, London, United Kingdom, EC4A 3TR
41	Bederstrasse 49, Zurich, Switzerland, CH-8002
42	Rawlinson and Hunter Limited Woodbourne Hall, PO Box 3162, Road Town, Tortola, British Virgin Islands, VG1110
43	15 Rue GFirst & Second Floor, No.3 Nanshan Road, Pulandian, Dalian, Liaoning, China uynemer BP 412 Noumea 98845 Nouvelle Calédonie
44	CT Corporation System 225 Hillsborough Street, Raleigh, North Carolina, United States, 27603
45	39 rue de Bassano, Paris, France, 75008
46	103 avenue des Champs-Elysées, Paris, France, 75008
47	64 rue Galilée, Paris, France, 75008



Registered Offices
48	MMG Tower, 23 floor Ave. Paseo del Mar Urbanizacion Costa del Este, Panama
49	Walkers Corporate Services Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9005, Cayman Islands
50	15 rue Vernet, Paris, France, 75008
51	No. 1 1211 Yanjiang Zhong Road, Yongan, Fujian, China
52	83 Des Voeux Road Central, Hong Kong
53	Königsallee 21/23, Düsseldorf, Germany, 40212
54	Bufete Tapia, PO Box 7412, Panama, Panama, 5
55	No. 44, Xin Ping Road Central, Encheng, Enping, Guangdong, China, 529400
56	HSBC Holdings plc exercises control or significant influence over this undertaking notwithstanding its equity interest
57	34/F and 36/F, Hang Seng Bank Tower, 1000 Lujiazui Ring Road 27/F, Shanghai Stock Exchange Bldg, 528 Pudong South Road, Shanghai, Shanghai, China, 200120
58	11-17 Ludwig-Erhard-Str., Hamburg, Germany, 20459
59	Akara Bldg. 24 De Castro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands
60	The Corporation Trust Company of Nevada 311 S. Division Street, Carson City, Nevada, United States, 89703
61	HSBC House Esplanade, St. Helier, Jersey, JE4 8UB
62	10th Floor, North Tower 2 Leboh Ampang, Kuala Lumpur, Malaysia, 50100
63	13th Floor, South Tower 2 Leboh Ampang, Kuala Lumpur, Malaysia, 50100
64	21 Collyer Quay #13-02 HSBC Building, Singapore, 049320
65	Bouchard 557, Piso 18°, Cdad. Autónoma de Buenos Aires, Argentina, 1106
66	52/60 M G Road, Fort, Mumbai, India, 400 001
67	PO Box 513 HSBC House, 68 West Bay Road, George Town, Grand Cayman, Cayman Islands, KY1-1102
68	Florida 229, 10°, Ciudad de Buenos Aires, Argentina, C1005AAE
69	1 Queen's Road Central, Hong Kong
70	3rd Floor, Merchantile Bank Chamber 16, Veer Nariman Road, Fort, Mumbai, India, 400001
71	Isidora Goyenechea 2800, 23rd floor, Las Condes, Santiago, Chile, 7550647
72	HSBC Building Shanghai ifc, 8 Century Avenue, Pudong, Shanghai, China, 200120
73	6th floor, HSBC Centre, 18, Cybercity, Ebene, Mauritius
74	2 Paveletskaya square, building 2, Moscow, Russian Federation, 115054
75	13F-14F, 333 Keelung Road, Sec.1, Taipei, 110
76	Rincon 391, Montevideo, Uruguay, 11000
77	The Metropolitan 235 Dong Khoi Street, District 1, Ho Chi Minh City, Vietnam
78	Esentepe mah. Büyükdere Caddesi No.128 Istanbul 34394, Turkey
79	Florida 201, 10°, Ciudad de Buenos Aires, Argentina, C1005AAE
80	66 Teryan street, Yerevan, Armenia, 0009
81	885 West Georgia Street Suite 300, Vancouver, British Columbia, Canada, V6C 3E9
82	306 Corniche El Nil, Maadi, Egypt, 11728
83	HSBC House Esplanade, St. Helier, Jersey, JE1 1HS
84	116 Archbishop Street, Valletta, Malta
85	Level 1, Building No. 8, Gate Village Dubai International Financial Centre, PO Box 502601, United Arab Emirates
86	Tour Crystal 1 10EME Etage BD Al Mohades, Casablanca, Morocco
87	Al Khuwair Office PO Box 1727 PC111 CPO Seeb, Muscat, Oman
88	Rondo ONZ 1, Warsaw, Poland, 00-124
89	1800 Tysons Boulevard Suite 50, McLean, Virginia, United States, 22102
90	Rua Funchal, nº 160, SP Corporate Towers, Torre Norte, 19° andar, cj 191A - Parte, São Paulo, Brazil, 04551-060
91	300, 885 West Georgia Street, Vancouver, British Columbia, Canada, V6C 3E9
92	c/o Kross Border Trust Services Limited St. Louis Business Centre, Cnr Desroches & St Louis Streets, Port Louis, Mauritius
93	49 avenue J.F. Kennedy, Luxembourg, Luxembourg, 1855
94	4-17/F, Office Tower 2 TaiKoo Hui, No. 381 Tian He Road, Tian He District, Guangzhou, Guangdong, China
95	Suite 1005, 10th Floor, Wisma Hamzah Kwong Hing No. 1, Leboh Ampang, Kuala Lumpur, Malaysia, 50100
96	HSBC, Filinvest One Bldg, Northgate Cyberzone, Filinvest Corporate City, Alabang, Muntinlupa City, Philippines
97	HSBC House Plot No.8, Survey No.64 (Part), Hightec City Layout Madhapur, Hyderabad, India, 500081
98	439, Sri Jayawardenapura Mawatha Welikada, Rajagiriya, Colombo, Sri Lanka



HSBC Holdings plc Annual Report and Accounts 2017	259

Notes on the Financial Statements



Registered Offices
99	Smart Village 28th Km Cairo- Alexandria Desert Road Building, Cairo, Egypt
100	16 Boulevard d'Avranches, Luxembourg, L-1160
101	HSBC Chambers, Corner of Jalan Sultan / Jalan Pemancha , Bandar Seri Begawan, Brunei Darussalam, BS8811
102	Suite 300, 3381 Steeles Avenue East, Toronto, Ontario, Canada, M2H 3S7
103	Centre Ville 1341 Building - 4th Floor Patriarche Howayek Street (facing Beirut Souks), PO Box Riad El Solh, Lebanon, 9597
104	3rd Floor, HSBC Bank Middle East Limited Building Al Souq Road, Bur Dubai, PO Box 4604, Dubai, United Arab Emirates
105	World Trade Center Montevideo Avenida Luis Alberto de Herrera 1248, Torre 1, Piso 15, Oficina 1502, Montevideo, Uruguay, CP 11300
106	Level 12, HSBC Building 37, Chilpae-ro, Jung-gu, Seoul, Korea, Republic of
107	17 avenue d'Ostende, Monaco, 98000
108	2910 Virtual Way, Vancouver, British Columbia, Canada, V5M 0B2
109	Immeuble Coeur Défense 110, Esplanade du Général de Gaulle- La défense 4, Courbevoie, France, 92400
110	HSBC House Esplanade, St. Helier, Jersey, JE4 8WP
111	HSBC Building 11-1, Nihonbashi 3-chome, Chuo-ku, Tokyo, Japan, 103-0027
112	80 Mill Street, Qormi, Malta, QRM 3101
113	Gartenstrasse 26, Zurich, Switzerland
114	24th Fl., 99, Sec.2, Tunhwa S. Rd., Taipei, Taiwan, Province of China
115	452 Fifth Avenue 7th floor, New York NY10018, United States
116	Mareva House 4 George Street, Nassau, Bahamas
117	Breite Str. 29/31, Düsseldorf, Germany, 40213
118	37 Front Street, Hamilton, Bermuda, HM 11
119	1 Grand Canal Square Grand Canal Harbour, Dublin 2, D02 P820, Ireland
120	HSBC Centre Eighteen, Cybercity, Ebene, Mauritius
121	18th Floor, Tower 1 HSBC Centre, 1 Sham Mong Road, Kowloon, Hong Kong
122	Level 32, HSBC Main Building 1 Queen's Road Central, Hong Kong
123	452 Fifth Avenue, New York NY10018, United States
124	9th Floor, HSBC Centre 3058 Fifth Avenue West, Bonifacio Global City, Taguig City, Philippines
125	16F 369 Zhongxiao East Road, Section 7 , Nangang District , Taipei, Taiwan, Province of China, 115
126	1 More London Place, London, United Kingdom, SE1 2AF
127	HSBC Building Minet El Hosn, Riad el Solh, Beirut 1107-2080, PO Box 11-1380, Lebanon
128	300 Delaware Avenue Suite 1400, Wilmington, Delaware, United States, 19801
129	Craigmuir Chambers, PO Box 71, Road Town, Tortola, British Virgin Islands
130	Woodbourne Hall, Road Town PO Box 916, Tortola, British Virgin Islands
131	9-11 Floors, NESCO IT Park Building No. 3 Western Express Highway, Goregaon (East), Mumbai, India, 400063
132	1441 Brickell Avenue, Miami, Florida, United States 33131
133	MB&H Corporate Services Ltd Mareva House, 4 George Street, Nassau, Bahamas
134	21 Farncombe Road, Worthing, United Kingdom, BN11 2BW
135	3303 Express Drive North, Islandia, New York, United States, 11749
136	Shop 4 & 5 Ground Floor & Mezzanine, Bldg. of Hilal Salim Bin Tarraf, Al Wasel Area, Sheikh Zayed Road, PO Box 1956 Dubai, United Arab Emirates
137	Precinct Building 4, Level 3 Dubai International Financial Centre, Dubai, United Arab Emirates, PO BOX 506553
138	HSBC Bank Middle East Building - level 5, building 5, Emaar, Dubai, United Arab Emirates, 502601
139	HSBC House Level 9, One Queen Street, Auckland, New Zealand, 1010
140	Büyükdere Cad. No.122 D Blok Esentepe Sisli Istanbul, Turkey
141	c/o The Corporation Trust Incorporated 351 West Camden Street, Baltimore, Maryland, United States, 21201
142	HSBC House Esplanade, St. Helier, Jersey, JE1 1GT
143	Quai des Bergues 9-17, Geneva, Switzerland, 1201
144	Paseo de la Reforma 359, 6th Floor, Mexico, 06500
145	Büyükdere Cad. No.128 D Blok Esentepe Sisli Istanbul, Turkey
146	Block 27 A&B, Qianhai Enterprise Dream Park No. 63 Qianwan Yi Road, Shenzhen-Hong Kong Cooperation Zone, Shenzhen, China, 518052
147	St Nicholas House, 10th Floor Catholic Mission St Lagos, Nigeria
148	Unit 1 GF The Commercial Complex Madrigal Avenue Ayala Alabang Village, Muntinlupa City, Philippines, 1770
149	70 York Street 7th Floor, Toronto, Ontario, Canada, M5J 1S9
150	7/F The Enterprise Centre - Tower I, 6766 Ayala Avenue corner Paseo De Roxas, Makati City, Philippines
151	2 Exchange Square 85 Maude Street, Sandown, Sandton, South Africa, 2196



Registered Offices
152	Palm Grove House PO Box 438, Road Town, Tortola, British Virgin Islands
153	The Corporation Trust Company 820 Bear Tavern Road, West Trenton, New Jersey, United States, 08628
154	Kapelanka 42A, Krakow, Poland, 30-347
155	Suite 2400, 745 Thurlow Street, Vancouver, Canada, BC V6E 0C5
156	L22, Office Tower 2, Taikoo Hui, 381 Tianhe Road, Tianhe District, Guangzhou, Guangdong, China
157	HSBC Centre River Side, West Avenue, 25B Raheja woods, Kalyaninagar, Pune, India, 411006
158	Level 19, HSBC Building, Shanghai ifc 8 Century Avenue Pudong, Shanghai, China
159	Yorckstraße 21 - 23 40476, Duesseldorf, Germany
160	300 Delaware Avenue Suite 1401, Wilmington, Delaware, United States, 19801
161	PO Box 484, Ground Floor, HSBC House 68 West Bay Road, Grand Cayman, KY1-1106, Cayman Islands
162	c/o HSBC Bank (Mauritius) Limited 6th Floor, HSBC Centre, 18 Cyber City, Ebene, Mauritius
163	Bouchard 680, 11°, Ciudad de Buenos Aires, Argentina, 1106
164	No. 56, Yu Rong Street, Macheng, China, 438300
165	No. 205, Lie Shan Road Suizhou, Hubei, China
166	Building 3, Yin Zuo Di Jing Wan Tianmen New City，Tianmen, Hubei Province, China
167	RM101, 102 & 106 Sunshine Fairview, Sunshine Garden, Pedestrian Walkway, Pingjiang, China
168	6 rue Adolphe, Luxembourg, L-1116
169	Kings Meadow Chester Business Park, Chester, United Kingdom, CH99 9FB
170	World Trade Center 1, Floor 8-9 Jalan Jenderal Sudirman Kavling 29-31, Jakarta, Indonesia, 12920
171	4th Floor, World Trade Center, J1, Jend. Sudirman Kav. 29-31, Jakarta, Indonesia, 12920
172	No.198-2, Chengshan Avenue (E), Rongcheng, China, 264300
173	Woodbourne Hall, Road Town PO Box 3162, Tortola, British Virgin Islands
174	43 rue de Paris, Saint Denis, 97400
175	RM 2112, HSBC Building, Shanghai ifc No. 8 Century Road, Pudong, Shanghai, China, 200120
176	Büyükdere Cad. No 124 kat 9 Oda 2 Esentepe ªiºli Istanbul, Turkey
177	11 Dr. Roy's Drive PO Box 694GT, Grand Cayman, Cayman Islands, KY1-1107
178	Philippe Kaiser Baarerstrasse 8, Zug, Switzerland, 6300
179	109 avenue des Champs-Elysees, Paris, France, 75008
180	Suite 8-3A, Menara RA, No. 18, Jalan Dataran SD2,, Dataran SD, PJU 9, Bandar Sri Damansara, 52200, Malaysia
181	17F, HSBC Building, Shanghai ifc 8 Century Avenue, Pudong, Shanghai, China
182	Maples Corporate Services Limited PO Box 309, Ugland House, South Church Street, George Town, Cayman Islands, KY1-1104
183	18/F, HSBC Building, 8 Century Avenue China (Shanghai) Pilot Free Trade Zone, China, 200120
184	c/o MUFG Fund Services (Bermuda) Limited The Belvedere Building, 69 Pitts Bay Road, Pembroke, Bermuda, HM08
186	21 Garlick Hill, London, United Kingdom, EC4V 2AU
187	c/o Trident Trust Company Trident Chambers, PO Box 146, Tortola, British Virgin Islands
188	No.188, Yin Cheng Zhong Road China (Shanghai) Pilot Free Trade Zone, Shanghai, China
189	49/F, The Lee Gardens, 33 Hysan Avenue, Hong Kong
190	13-15 York Buildings, London, United Kingdom, WC2N 6JU
191	Unit No. 208, 2nd Floor, Kanchenjunga Building 18 Barakhamba Road, New Delhi - 110001, India
192	6th Floor 65 Gresham Street, London EC2V 7NQ
195	Plot No. 89-90 Mbezi Industrial Area Box 347, Dar es Salaam City
196	37 avenue Henri Lafleur, Nouméa, New Caledonia, BP K3 98849
197	1101-J46, 11/F, Nansha Financial Building 171 Haibin Road, Nansha District, Guangzhou, China
198	2-3/F, Unit 21A, Qianhai Enterprise Dream Park, No. 63 Qian Wan Yi Road,, Qianhai Shenzhen-Hongkong Cooperation Zone, Shenzhen, China
199	66 Wellington Street West, Suite 5300, Toronto, Ontario, Canada, M5K 1E6
200	35 Great St Helens, London, United Kingdom, EC3A 6AP
201	HSBC Building 7267 Olaya - Al Murrooj, Riyadh, Kingdom of Saudi Arabia, 12283 - 2255
203	Level 3 Building 4, Gate District, Dubai International Financial Centre, Dubai, United Arab Emirates



260	HSBC Holdings plc Annual Report and Accounts 2017



Registered Offices
204	13th Floor, Lulu Center Building Salam Street, PO Box 44505, United Arab Emirates
205	833 Three Bentall Centre 595 Burrard Street, Vancouver, British Columbia, Canada, V7X 1C4
206	Jayla Place Wickhams Cay I, PO Box 3190, Road Town, British Virgin Islands
210	c/o Hackwood Secretaries Limited One Silk Street, London, United Kingdom, EC2Y 8HQ
211	Prince Abdulaziz Ibn Mossaad Ibn Jalawi Street, Riyadh, Kingdom of Saudi Arabia
212	75 Park Lane, Croydon, Surrey, United Kingdom, CR9 1XS
213	Ground Floor, Office Block A Bay Studio Business Park, Fabian Way, Swansea, Wales, United Kingdom, SA1 8QB
214	Ground Floor, Dorey Court, Admiral Park, St Peter Port Guernsey GY1 2HT
215	32 Rue du Champ de Tir, 44300 NANTES
216	1020-885 West Georgia Street, Vancouver BC, V6C3E8
217	11/F, J46 of Room1101,Nansha Financial Mansion, No.171 Haibin Road, Nansha Area, Guangzhou, China
218	Rahejas, 4th Floor, Corner of Main Avenue & V.P Road, Santacruz (West) Mumbai - 400 054
219	717 Fifth Avenue, New York, NY 10022
220	10 rue Jean Jaurès BP Q5 Noumea 98845 Nouvelle Calédonie
221	15 rue Guynemer BP 412 Noumea 98845 Nouvelle Calédonie
222	Herrengasse 1-3, 1010 Wien, Austria
223	2156 Horse Prairie Drive, Henderson NV 89052 United States
224	2 North Jackson Street, Suite 605, Montgomery AL, 36104 United States
225	2222 Grand Avenue, Des Moines IA 50312 United States
226	c/o The Corporation Trust Company, 100 S. 5th Street-Suite 1075 Minneapolis MN 55401, United States
227	545 Washington Blvd., 11th Floor Jersey City NJ 07310 United States



HSBC Holdings plc Annual Report and Accounts 2017	261

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1st May 2024	4:30 pm	RNS	Director Declaration
1st May 2024	4:00 pm	RNS	Publication of base prospectus supplement
30th Apr 2024	4:15 pm	RNS	Director/PDMR Shareholding
30th Apr 2024	7:00 am	RNS	HSBC Holdings 1Q 2024 webcast presentation
30th Apr 2024	7:00 am	RNS	Retirement of Group Chief Executive
30th Apr 2024	7:00 am	RNS	HSBC Holdings 1Q24 earnings release
29th Apr 2024	4:30 pm	RNS	Total Voting Rights
29th Apr 2024	4:15 pm	RNS	Director/PDMR Shareholding
23rd Apr 2024	6:04 pm	RNS	Transaction in Own Shares & Conclusion of Buy-Back
22nd Apr 2024	5:59 pm	RNS	Transaction in Own Shares
19th Apr 2024	5:57 pm	RNS	Transaction in Own Shares

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