HSBC Bank Brasil S.A. - Banco Múltiplo

Transcription

1 Financial statements 31 December 2008 and 2007 (A free translation of the original report in Portuguese published in Brazil containing financial statements prepared in accordance with accounting practices adopted in Brazil)

2 Financial statements 31 December 2008 and 2007 Contents Independent auditors report 3-4 Balance sheets 5 Statements of income 6 Statements of changes in shareholders equity 7 Statements of cash flows 8 Statement of added value

3 ABCD KPMG Auditores Independentes Al. Dr. Carlos de Carvalho, º Curitiba, PR - Brasil Caixa Postal Curitiba, PR - Brasil Central Tel 55 (41) Fax 55 (41) Internet Independent auditors report To The Board of Directors and Shareholders HSBC Bank Brasil S.A. - Banco Múltiplo Curitiba - PR 1. We have examined the balance sheets of HSBC Bank Brasil S.A. - Banco Múltiplo as of 31 December 2008 and 2007 and the related statements of income, changes in shareholders equity, cash flows and added value for the years then ended, which are the responsibility of its management. Our responsibility is to express an opinion on these financial statements. 2. Our examinations were conducted in accordance with auditing standards generally accepted in Brazil and included: (a) planning of the audit work, considering the materiality of the balances, the volume of transactions and the accounting systems and internal accounting controls of the Bank; (b) verification, on a test basis, of the evidence and records which support the amounts and accounting information disclosed; and (c) evaluation of the most significant accounting policies and estimates adopted by the Bank s management, as well as the presentation of the financial statements taken as a whole. 3. The Bank records its operations and prepares the financial statements observing the accounting guidelines established by the Brazilian Central Bank, which require adjustment of the leasing portfolio to present value, by recording a provision for the excess or shortage of depreciation, classified as permanent assets, as mentioned in Note 3(g). These guidelines require a classification of the operations, in current and long-term assets and liabilities, leased assets and lease income and expenses, that differs from the classification that would be required to be in conformity with the accounting practices adopted in Brazil for financial leasing operations. However, the result of the presentation of the net income for the years and shareholders equity is in accordance with accounting practices adopted in Brazil. 4. In our opinion, except for the reclassification that would be required as mentioned in paragraph 3 above, the aforementioned financial statements present fairly, in all material respects, the financial position of HSBC Bank Brasil S.A. - Banco Múltiplo as of 31 December 2008 and 2007, and the results of its operations, changes in its shareholders equity, cash flows and added value for the years then ended, in conformity with accounting practices adopted in Brazil. 3 KPMG Auditores Independentes é uma sociedade brasileira, simples, membro da KPMG International, uma cooperativa suíça. KPMG Auditores Independentes is a Brazilian entity, member firm of KPMG International, a Swiss cooperative.

4 ABCD 5. In addition, we have examined the combined balance sheets of HSBC Bank Brasil S.A. - Banco Múltiplo and combined companies ( HSBC Financial Conglomerate ), as of 31 December 2008 and 2007, and the corresponding combined statements of income, cash flows and added value for the years then ended, which are the responsibility of its management. Our responsibility is to express an opinion on these combined financial statements. These combined financial statements, which are not required by Brazilian Corporation Law, were prepared to provide additional information, and were subject to the same audit procedures mentioned in paragraph 2 above. In our opinion, based on our examinations, except for the reclassification that would be required as mentioned in paragraph 3 above, the combined financial statements adequately represent in all material respects the combined financial position of HSBC Bank Brasil S.A. - Banco Múltiplo and combined companies ( HSBC Financial Conglomerate ) as of 31 December 2008 and 2007, and the combined results of its operations, the cash flows and the value added for the years then ended, in conformity with rules issued by the Brazilian Central Bank specifically applicable to the preparation of these combined financial statements. 20 February 2009 KPMG Auditores Independentes CRC 2SP014428/O-6-F-PR Original in Portuguese signed by José Gilberto Montes Munhoz Accountant CRC 1SP145676/O-5-S-PR Rodrigo de Mattos Lia Accountant CRC 1SP252418/O-3 S-PR 4

5 Balance sheets 31 December 2008 and 2007 HSBC Bank HSBC Financial Conglomerate HSBC Bank HSBC Financial Conglomerate Assets Liabilities Current assets 77,925,752 46,424,029 77,953,815 46,509,479 Current liabilities 58,826,596 31,763,132 57,982,049 31,435,401 Cash and cash equivalents 2,258,777 1,112,989 2,258,777 1,112,989 Deposits 26,948,954 20,520,668 25,668,528 18,861,546 Interbank funds invested 18,274,104 7,139,479 18,274,104 7,139,479 Demand deposits 6,948,731 7,015,442 6,942,642 7,007,366 Savings deposits 2,482,628 2,049,039 2,482,628 2,049,039 Money market 14,900,470 5,008,155 14,900,470 5,008,155 Interbank deposits 4,811,197 2,472,702 3,536, ,656 Interbank placements 3,373,634 2,134,386 3,373,634 2,134,386 Time deposits 12,645,417 8,833,644 12,645,417 8,833,644 Valuation allowance - (3,062) - (3,062) Other deposits 60, ,841 60, ,841 Securities and derivative financial instruments 8,071,879 8,359,005 8,076,865 8,385,358 Money market repurchase commitments 1,043,882 1,544,181 1,043,879 1,544,179 Own portfolio 2,845,860 3,049,171 2,850,846 3,078,775 Own portfolio 790, , ,321 50,023 Subject to repurchase commitments 45, ,500 45, ,249 Third party portfolio 225,522 1,333, ,220 1,494,156 Derivative financial instruments 3,590, ,803 3,590, ,803 Portfolio free movement 28,338-28,338 - Deposited with the Brazilian Central Bank 169,539 3,743, ,539 3,743,308 Subject to forward commitments 1,419,790 1,014,223 1,419,790 1,014,223 Acceptances and endorsements 1,219, ,896 1,219, ,896 Interbank accounts 2,836,967 5,948,830 2,836,967 5,948,830 Obligations for notes and bonds issued abroad 589, , , ,379 Mortgage bonds 630, , , ,517 Collections in transit 4,427 2,211 4,427 2,211 Term deposits Interbank accounts 2,471 11,718 2,471 11,718 Brazilian Central Bank deposits 2,825,727 5,941,240 2,825,727 5,941,240 National Housing System 6,428 4,483 6,428 4,483 Payments in transit Correspondents Correspondents 2,416 11,656 2,416 11,656 Interbranch accounts - Third party funds in transit 1,914 1,955 1,914 1,955 Interbranch accounts - Third party funds in transit 858, , , ,476 Loans 20,276,065 16,440,221 20,283,161 16,445,278 Borrowings 5,067,412 2,000,387 5,067,412 2,000,387 Loans 21,746,185 17,625,500 21,753,281 17,630,608 Domestic 1,850 3,738 1,850 3,738 Public sector - 63,322-63,322 Foreign 5,065,562 1,996,649 5,065,562 1,996,649 Private sector 21,746,185 17,562,178 21,753,281 17,567,286 Provision for loan losses (1,470,120) (1,185,279) (1,470,120) (1,185,330) Repass borrowings from public sector 1,016, ,755 1,016, ,755 Lease operations (14,696) 13,111 (14,696) 13,111 BNDES (Federal Development Bank) 100,080 40, ,080 40,541 FINAME (Federal Capital Goods Financing Agency) 916, , , ,214 Lease receivables - Private sector 982, , , ,635 Unearned lease income (955,885) (626,340) (955,885) (626,340) Foreign currency repass borrowings - 433, ,889 Provision for lease operations losses (41,171) (13,184) (41,171) (13,184) Derivative financial instruments 2,153, ,922 2,153, ,922 Other receivables 25,772,675 6,943,749 25,787,973 6,997,073 Other liabilities 20,515,250 4,956,240 20,951,132 6,287,633 Amounts due from honoured endorsements and guarantees Foreign exchange portfolio 19,509,139 3,522,683 19,509,139 3,522,683 Collection of taxes 24,051 15,283 24,051 15,286 Service fees receivable 269, , , ,990 Foreign exchange portfolio 16,989,664 2,228,066 16,989,664 2,228,066 Securities clearing accounts 684,369 85, , ,217 Corporate and statutory contribution 353, , , ,320 Other 5,397,066 3,139,090 5,414,222 3,148,400 Taxes and social security payable 201, , , ,239 Provision for losses (87,680) (43,890) (87,680) (43,890) Due in connection with securities transactions 566, , , ,360 Subordinated debts ,583 Other assets 448, , , ,406 Other 2,379,565 2,038,083 2,383,160 2,042,779 Temporary investments 1,330 1,330 1,330 1,330 Long-term liabilities 48,145,759 34,712,945 48,006,432 34,191,544 Other assets 53,721 39,018 54,331 39,628 Valuation allowance (4,888) (4,528) (4,888) (4,528) Deposits 40,061,722 26,236,972 39,722,791 25,530,554 Prepaid expenses 397, , , ,976 Interbank deposits 356, ,820 17,367 5,402 Long-term assets 25,430,136 18,760,156 25,796,194 19,014,315 Time deposits 39,705,424 25,525,152 39,705,424 25,525,152 Interbank funds invested 1,610, ,489 1,610, ,489 Money market repurchase commitments - Third party portfolio 122, ,958 - Securities and derivative financial instruments 9,888,676 4,774,104 9,968,893 4,792,813 Acceptances and endorsements - Obligations for notes and bonds issued abroad 23, ,453 23, ,453 Own portfolio 732,352 1,497, ,869 1,514,415 Subject to repurchase commitments 772,270 35, ,569 35,820 Borrowings 117, , , ,924 Derivative financial instruments 758, , , ,672 Deposited with the Brazilian Central Bank 4,534,272 2,391,743 4,534,313 2,391,743 Domestic 16,652 16,820 16,652 16,820 Subject to forward commitments 3,091, ,266 3,168, ,163 Foreign 101, , , ,104 Loans 10,640,854 8,881,085 10,640,854 8,881,085 Repass borrowings from public sector 875, , , ,691 Loans - Private sector 11,118,014 9,240,109 11,118,014 9,240,109 BNDES (Brazilian Development Bank) 188, , , ,699 Provision for loan losses (477,160) (359,024) (477,160) (359,024) FINAME (Federal Capital Goods Financing Agency) 687, , , ,992 Lease operations (104,210) (29,159) (104,210) (29,159) Foreign currency repass borrowings - 211, ,069 Lease receivables - Private sector 1,824,500 1,178,770 1,824,500 1,178,770 Derivative financial instruments 559, , , ,069 Unearned lease income (1,824,500) (1,178,770) (1,824,500) (1,178,770) Provision for lease operations losses (104,210) (29,159) (104,210) (29,159) Other liabilities 6,383,997 6,397,767 6,583,601 6,582,784 Other receivables 2,917,517 4,088,994 3,203,262 4,324,283 Foreign exchange portfolio 552,580 2,366, ,580 2,366,130 Taxes and social security payable 770, , , ,524 Foreign exchange portfolio 552,580 2,366, ,580 2,366,130 Subordinated debts 2,037,792 1,595,418 2,037,792 1,595,418 Rents receivable Other 3,022,797 1,995,340 3,047,314 2,016,712 Other 2,386,307 1,734,299 2,673,677 1,971,254 Provision for losses (22,176) (11,435) (23,801) (13,101) Deferred income 65,738 44,622 65,738 44,622 Other assets - Prepaid expenses 476, , , ,804 Shareholders' equity 6,009,117 5,020,021 6,046,081 5,084,212 Permanent assets 9,691,322 6,356,535 8,350,291 5,231,985 Capital Domestic ,383 53,213 Investments 2,882,305 2,319,877 1,540,754 1,194,603 Foreign 2,289,228 2,156,628 2,289,228 2,156,628 Capital reserve 9,145 7,600 9,151 7,604 Subsidiaries 2,875,456 2,321,020 1,531,970 1,175,394 Revaluation reserve 4,630 4,864 4,630 4,864 Revenue reserve 1,260, ,990 1,267, ,231 Domestic 2,875,456 2,321,020 1,531,970 1,175,394 Fair value adjustment - Securities and derivative financial instruments (119,271) 54,552 (119,271) 54,552 Other investments 9,428 10,969 11,368 31,327 Retained earnings 2,565,253 2,566,387 2,561,898 2,576,120 Provision for losses (2,579) (12,112) (2,584) (12,118) Fixed assets 175, , , ,522 Property for own use 91,346 87,589 91,346 87,589 Other fixed assets 340, , , ,842 Accumulated depreciation (256,725) (257,534) (257,051) (257,909) Leased assets 5,707,042 3,081,702 5,707,042 3,081,702 Leased assets 6,053,394 3,411,005 6,053,394 3,411,005 Accumulated depreciation (346,352) (329,303) (346,352) (329,303) Deferred charges 591, , , ,008 Deferred charges 1,119, ,715 1,120, ,768 Accumulated amortisation (527,226) (472,251) (527,903) (472,760) Intangible 335, , , ,150 Intangible assets 513, , , ,136 Accumulated amortization (178,530) (104,986) (178,530) (104,986) Total 113,047,210 71,540, ,100,300 70,755,779 Total 113,047,210 71,540, ,100,300 70,755,779 See the accompanying notes on the financial statements. 5

6 Statements of income Years ended 31 December 2008 and 2007 (In thousands of Reais, except income per thousand shares) HSBC Bank HSBC Financial Conglomerate Second Second half Year Year half Year Year Financial operations income 8,384,238 14,710,303 11,509,997 8,393,125 14,722,699 11,513,009 Loans 4,673,477 8,578,422 7,501,131 4,678,467 8,584,851 7,501,743 Lease operations 1,165,471 2,076, ,764 1,165,471 2,076, ,764 Securities 2,080,205 3,332,110 2,479,654 2,084,102 3,338,077 2,482,054 Derivative financial instruments (470,764) (297,743) (34,451) (470,764) (297,743) (34,451) Trade finance and foreign exchange 717, , , , , ,772 Compulsory loans 218, , , , , ,127 Financial operations expenses (6,738,217) (10,946,606) (7,288,526) (6,628,887) (10,750,275) (7,135,945) Deposits, money market and interbank funds (3,854,263) (6,422,014) (4,683,113) (3,744,933) (6,225,599) (4,530,481) Borrowings and repass (719,424) (845,234) (181,374) (719,424) (845,234) (181,374) Lease operations (861,381) (1,509,462) (657,530) (861,381) (1,509,462) (657,530) Provision for loan losses (1,303,149) (2,169,896) (1,766,509) (1,303,149) (2,169,980) (1,766,560) Net income from financial operations 1,646,021 3,763,697 4,221,471 1,764,238 3,972,424 4,377,064 Other operating income (expenses) (1,103,992) (2,364,355) (2,735,434) (1,186,062) (2,539,757) (2,896,556) Service fee income 1,041,198 2,119,419 2,318,350 1,081,577 2,204,608 2,391,224 Personnel expenses (925,263) (1,775,753) (1,797,077) (932,774) (1,790,018) (1,807,629) Other administrative expenses (1,560,235) (3,055,152) (2,975,622) (1,568,777) (3,073,821) (2,993,545) Transactional taxes (259,031) (508,732) (533,311) (268,927) (527,466) (551,112) Equity share in earnings of subsidiaries 279, , , , , ,855 Other income 536, , , , , ,744 Other expenses (216,727) (614,575) (647,153) (230,133) (633,005) (661,093) Operating income 542,029 1,399,342 1,486, ,176 1,432,667 1,480,508 Non-operating income (expenses), net (24,604) (14,341) 198,434 45, , ,466 Income before income and social contribution taxes and profit sharing 517,425 1,385,001 1,684, ,646 1,544,189 1,806,974 Income and social contribution taxes 170, ,991 (218,765) 70,064 63,872 (330,121) Current 49,628 (84,443) (335,857) (38,814) (233,500) (442,143) Deferred 120, , , , , ,022 Profit sharing (104,331) (245,986) (231,652) (108,454) (253,484) (237,535) Net income for the period/year 583,129 1,351,006 1,234, ,256 1,354,577 1,239,318 Interest on own capital (313,000) (313,000) (257,400) (313,000) (313,000) (257,400) Number of shares outstanding (thousands) 1,835,473 1,835,473 1,835,473 Net income per thousand shares - R$ See the accompanying notes on the financial statements. 6

7 Statements of changes in shareholders' equity (HSBC Bank) Years ended 31 December 2008 and 2007 Capital Revaluation Market value Capital reserve reserve Revenue reserve adjustment - Securities and Capital Assets in derivative financial Retained Capital increase Others subsidiaries Legal Statutary instruments earnings Total Balances as of 01 January ,146,798-8,349 1, ,287-19,081 1,685,602 4,029,416 Equity adjustment of stock exchange membership certificate Revaluation reserve , ,719 Realisation of revaluation reserve - - (1,368) ,368 - Capital increase - 9, ,830 Approval of capital increase 9,830 (9,830) Market value adjustments - Securities and derivatives financial instruments Bank ,924-32,924 Subsidiaries ,547-2,547 Net income for the year ,234,054 1,234,054 Appropriations from net income Legal reserve , (61,703) - Proposed dividends (35,688) (35,688) Interest on own capital (257,400) (257,400) Balances as of 31 December ,156,628-7,600 4, ,990-54,552 2,566,387 5,020,021 Equity adjustment of stock exchange membership certificate - - 1, (1,369) 176 Capital increase 132, ,600 Realisation of revaluation reserve (234) Market value adjustments - Securities and derivatives financial instruments Bank (170,878) - (170,878) Subsidiaries (2,945) - (2,945) Net income for the year ,351,006 1,351,006 Appropriations from net income Legal reserve , (67,550) - Statutory reserve ,592 - (962,592) - Proposed dividends (7,863) (7,863) Interest on own capital (313,000) (313,000) Balances as of 31 December ,289,228-9,145 4, , ,592 (119,271) 2,565,253 6,009,117 Changes for the year 132,600-1,545 (234) 67, ,592 (173,823) (1,134) 989,096 Balances as of 1 July ,156,628-9,145 4, , ,291 3,294,629 5,877,813 Capital increase 132, ,600 Revaluation reserve (106) Market value adjustments - Securities and derivatives financial instruments Bank (261,196) - (261,196) Subsidiaries (2,366) - (2,366) Net income for the period , ,129 Appropriations from net income Legal reserve , (29,156) - Statutory reserve ,592 - (962,592) - Proposed dividends (7,863) (7,863) Interest on own capital (313,000) (313,000) Balances as of 31 December ,289,228-9,145 4, , ,592 (119,271) 2,565,253 6,009,117 Changes for the period 132, (106) 29, ,592 (263,562) (729,376) 131,304 See the accompanying notes on the financial statements. 7

8 Statements of Cash Flows Years ended 31 December 2008 and 2007 HSBC Bank HSBC Financial Conglomerate Second Second half Year Year half Year Year Cash flow from operating activities Net income for the period/year 583,129 1,351,006 1,234, ,256 1,354,577 1,239,318 Adjustments to the net income 1,274,381 1,889,188 1,699,924 1,402,482 2,120,887 1,924,666 Allowance for doubtful debts 1,303,149 2,169,896 1,766,509 1,303,149 2,169,980 1,766,560 Provision (reversal) for losses in interbank funds applied (12,154) (3,062) 316 (12,154) (3,062) 316 Provision for deferred income tax and social contribution (120,407) (296,434) (117,092) (108,878) (297,372) (112,022) Depreciation and amortization 913,869 1,634, , ,984 1,634, ,603 Depreciation shortfall/excess (540,893) (959,413) (328,541) (540,893) (959,413) (328,541) Provision (reversal) for losses on permanent assets - - (5,627) - - (5,621) Provision for devaluation of assets not for use Equity in income of operations subsidaries and associated companies (279,097) (675,028) (459,196) (162,364) (442,425) (239,855) Amortization of goodwill/discount 7,010 14,506 16,445 7,010 14,506 16,445 Others 2,706 3,757 6,060 2,430 3,484 6,071 Adjusted net profit for the semester/year 1,857,510 3,240,194 2,933,978 1,987,738 3,475,464 3,163,984 Changes in assets and liabilities: (7,001,635) (12,250,141) (9,565,425) (7,294,669) (12,562,531) (9,167,910) Increase in interbank funds applied (2,760,263) (2,558,259) (636,539) (2,760,263) (2,558,259) (636,788) Increase in securities and derivative financial instruments (2,626,255) (4,827,446) (1,243,572) (2,664,649) (4,867,587) (1,268,635) Decrease in interbank and interbranch accounts 114, , , , , ,545 Decrease (increase) in compulsory deposits with the Central Bank of Brazil 3,472,397 3,115,513 (782,336) 3,472,397 3,115,513 (782,336) Increase in loans (2,558,085) (7,139,979) (4,094,853) (2,553,593) (6,000,578) (5,241,350) Decrease (increase) in leasing operations 8,051 (180) (14,433) 8,051 (180) (14,433) Increase in other receivables (5,363,890) (17,222,804) (3,944,616) (5,200,707) (17,234,254) (3,979,068) Decrease (increase) in other assets 159,423 81,318 (215,529) 159,712 81,416 (215,571) Write off of allowance for doubtful receivables (874,734) (467,961) (2,849,644) (874,861) (1,609,526) (1,708,342) Increase in other liabilities 2,480,552 14,910,124 3,496,279 2,058,466 14,651,782 3,959,976 Increase in derivative financial instruments 1,202,706 1,884, ,338 1,202,706 1,884, ,338 Increase in deferred income 5,313 21,116 10,011 5,313 21,116 10,011 Market value adjustment - securities available for sale (261,196) (170,878) 32,924 (261,587) (171,269) 31,743 Net cash generated/applied in operational activities (5,144,125) (9,009,947) (6,631,447) (5,306,931) (9,087,067) (6,003,926) Cashflow from investment activities: Disposal of assets not for own use 76, ,640 62,651 76, ,640 64,076 Disposal of investments 2,718 21,968 6,157 16,069 41,120 15,706 Disposal of fixed assets for own use 3,447 3,692 4,855 3,455 3,704 4,862 Disposal of leased assets 210, , , , , ,897 Decrease in intangible assets 1,059 2,918 8,562 1,059 2,918 8,562 Investments in deferred charges (134,010) (195,089) (129,123) (134,018) (195,101) (129,123) Purchase of assets not for own use (41,219) (92,150) (67,399) (41,219) (92,150) (67,399) Purchase of investments (485) (33,942) (21,646) (485) (15,440) (8,365) Purchase of fixed assets for own use (30,573) (48,214) (83,443) (30,583) (48,236) (83,523) Purchase of leased assets (1,464,122) (3,466,863) (2,424,005) (1,464,122) (3,466,863) (2,424,005) Investment in intangible assets (81,131) (168,406) (194,058) (81,131) (168,406) (194,058) Dividends received 155, , ,407 99, ,693 89,468 Reversal of dividends received - (97,461) (66,929) - (49,710) (42,733) Net cash generated/applied in investment activities (1,301,495) (3,370,094) (2,548,074) (1,344,287) (3,385,777) (2,563,635) Cashflow from financing activities: Increase in deposits 10,953,969 20,253,036 7,253,238 11,819,521 20,999,219 6,667,006 Increase (decrease) in money market repurchase commitment 2,490 (377,341) (3,849,977) 2,486 (377,341) (3,849,946) Increase in funds from issue of securities 50, , ,405 50, , ,405 Increase in borrowing and repasses 425,872 2,910,198 2,495, ,872 2,910,198 2,495,451 Subordinated debt 352, , ,321 (307,067) (180,209) 859,076 Increase in capital from subscriptions 132, ,600 9, , ,600 9,830 Dividends proposed/paid (7,863) (7,863) (35,688) (8,711) (18,378) (39,186) Reversal of dividends proposed/paid Interest on own capital paid and/or provisioned (313,000) (313,000) (257,400) (313,000) (313,000) (257,400) Variation/purchase of minority interests (2) (20,296) (20,019) Net cash generated/applied in financing activities 11,596,747 23,192,245 7,215,180 11,802,345 23,285,048 6,603,220 Increase/(decrease) in cash and cash equivalents 5,151,127 10,812,204 (1,964,341) 5,151,127 10,812,204 (1,964,341) Increase/(decrease) in cash and cash equivalents Start of semester/year 12,917,180 7,256,103 9,220,444 12,917,180 7,256,103 9,220,444 End of semester/year 18,068,307 18,068,307 7,256,103 18,068,307 18,068,307 7,256,103 Increase/(decrease) in cash and cash equivalents 5,151,127 10,812,204 (1,964,341) 5,151,127 10,812,204 (1,964,341) See the accompanying notes on the financial statements. 8

9 Statements of value added Years ended 31 December 2008 and 2007 HSBC Bank HSBC Financial Conglomerate Second Second half % Year % Year % half % Year % Year % COMPOSITION OF VALUE ADDED 1 - Income Financial operations 8,384,238 14,710,303 11,509,997 8,393,125 14,722,699 11,513,009 Services 1,041,198 2,119,419 2,318,350 1,081,577 2,204,608 2,391,224 Allowance for doubtful receivables (1,303,149) (2,169,896) (1,766,509) (1,303,149) (2,169,980) (1,766,560) Others 536, , , , , ,210 Total 8,659,256 15,455,236 12,700,455 8,787,631 15,706,369 12,949, Financial operations expenses (5,435,068) (8,776,710) (5,522,017) (5,325,738) (8,580,295) (5,369,385) 3 - Supplies purchased from third parties Water, electricity and gas expenses (22,562) (45,920) (47,557) (22,589) (45,989) (47,634) Communications (144,281) (285,220) (264,007) (144,507) (285,805) (264,506) Materials (18,765) (37,732) (31,890) (18,829) (37,860) (32,000) Third party services (416,506) (845,292) (854,969) (417,048) (846,143) (857,844) Specialized technical services (60,265) (116,395) (89,603) (61,736) (119,400) (93,811) Others (914,201) (1,925,894) (1,955,210) (908,995) (1,943,584) (1,978,853) Total (1,576,580) (3,256,453) (3,243,236) (1,573,704) (3,278,781) (3,274,648) 4 - GROSS VALUE ADDED ( ) 1,647,608 3,422,073 3,935,202 1,888,189 3,847,293 4,305, Depreciation and amortization (136,497) (229,922) (173,767) (136,613) (230,145) (174,031) 6 - NET VALUE ADDED PRODUCED BY THE ENTITY (4 + 5) 1,511,111 3,192,151 3,761,435 1,751,576 3,617,148 4,131, VALUE ADDED RECEIVED IN TRANSFER Equity share in earnings of subsidiaries 279, , , , , , TOTAL VALUE ADDED TO DISTRIBUTE (6 + 7) 1,790,208 3,867,179 4,220,631 1,913,940 4,059,573 4,371,674 DISTRIBUTION OF VALUE ADDED Employment remuneration 909, ,787, ,800, , ,807, ,815, Direct remuneration 717, ,426, ,423, , ,443, ,436, Benefits 146, , , , , , Government severance indemnity fund of employees (FGTS) 36, , , , , , Other charges 7, , , , , , Taxes and contributions 209, , , , , ,111, Federal 147, , , , , , State 3, , ,435-3, , , Municipal 58, , , , , , Remuneration of third party capital 88, , , , , , Rents 88, , , , , , Interest on own capital 313, , , , , , Retained profits 270, ,038, , , ,041, , Total 1,790, ,867, ,220, ,913, ,059, ,371, See the accompanying notes on the financial statements 9

10 Year ended 31 December 2008 and Operations HSBC Bank Brasil S.A. - Banco Múltiplo ( HSBC Bank or Bank ), an indirect wholly-owned subsidiary of HSBC Holdings plc, incorporated in the United Kingdom, received authorisation from the Brazilian Central Bank ( BACEN ) to operate as a multiple service bank under applicable Brazilian law ( banco múltiplo ) with portfolios of commercial lines, investments, real state finance, leasing, consumer credit, finance and investment, trade finance, credit card and investment fund management. Through its subsidiaries, it also operates in insurance, retirement benefit plans, savings plans, brokerage of foreign exchange and securities, securities dealing and asset management. 2 Presentation of the individual and combined financial statements The financial statements of HSBC Bank were prepared in accordance with accounting practices derived from corporate legislation and the norms and instructions issued by the National Monetary Council ( CMN ) and the Central Bank of Brazil ( BACEN ). The financial statements of the HSBC Financial Conglomerate were prepared adopting, when applicable, consolidation criteria in accordance with the Accounting Chart for Institutions from the National Financial System - COSIF, introduced by Circular of 29 December On 28 December 2007, Law /07 was enacted, which altered Corporation Law, regarding the accounting practices adopted in Brazil, as from the year ending 31 December Although the aforementioned law had come into force, some of the changes that were introduced depend on being regulated by the National Monetary Council and by BACEN. The alterations that have been approved by BACEN, are as follows: 1) the accounting treatment of intangible assets, through CMN Resolution 3.642/08; 2) the procedures for measuring the recoverable value of assets, through CMN Resolution 3.566/08; and 3) preparation of the statement of cash flows which replaces the statement of changes in financial position, through CMN Resolution 3.604/08. According to the evaluation performed by management from the Bank, only items 1 and 3 affect the preparation/presentation of the financial statements. In addition, the norms and instructions from the Securities Commission ( CVM ) and from the Accounting Pronouncements Committee ( CPC ), were observed for the subsidiary HSBC Leasing Arrendamento Mercantil (Brasil) S.A., when applicable. 10

11 For purposes of comparing the financial statements, reclassifications were made of prepayments, for the amount of R$ 980 from current assets and R$ 253,170 from non current assets, to intangible assets, for the year ending 31 December 2007, in order to adapt to the accounting procedures adopted at 31 December Furthermore, for comparison purposes, at 31 December 2007, the amount of R$ 180,962 in HSBC Bank and in HSBC Financial Conglomerate, was reclassified from other operational income to loan income. The combined financial statements ( HSBC Financial Conglomerate ) refer to the Financial Conglomerate and include HSBC Bank, its direct and indirect subsidiaries listed below and the overseas branch, located in Grand Cayman, which prepared balance sheets on the same date, observing the same accounting practices adopted by HSBC Bank: Ownership % Ownership % Companies Direct Indirect Direct Indirect HSBC Finance (Brasil) S.A. Banco Múltiplo (former HSBC Investment Bank Brasil S.A. - Banco de Investimento) HSBC Corretora de Títulos e Valores Mobiliários S.A HSBC Leasing Arrendamento Mercantil (Brasil) S.A A reconciliation of shareholders equity as of 31 December 2008 and 2007 and net income for the years then ended of HSBC Bank and HSBC Financial Conglomerate is presented below: Shareholders equity Net income for the year Shareholders equity Net income for the year HSBC Bank 6,009,117 1,351,006 5,020,021 1,234,054 HSBC Leasing Arrendamento Mercantil (Brasil) S.A. 36,792 3,501 64,083 4,890 Other minority interests HSBC Financial Conglomerate 6,046,081 1,354,577 5,084,212 1,239,318 The balance sheet and statements of income accounts from transactions among the combined companies are eliminated. 11

12 HSBC Bank has a branch in Grand Cayman. These financial statements include the branch abroad, whose total assets, shareholders equity and net income for the year amounted to R$ 3,836,982, R$ 447,526 and R$ 43,238, respectively (R$ 1,735,577, R$ 54,501 and R$ 2,581 respectively in 2007). 3 Description of significant accounting policies a. Income statement Income and expenses are recognised on the accrual basis. b. Accounting estimates Accounting estimates are established based on objective and subjective factors, based on management s opinion of the appropriate amount to be recorded in the financial statements. Significant items subject to these estimates and assumptions include the residual value of fixed assets and deferred charges, goodwill, provision for loan losses, deferred tax assets, provision for contingencies, valuation of securities and derivative financial instruments market value, and assets and liabilities related to employee s benefits. The settlement of transactions involving these estimates may result in different amounts due to the estimation inherent in the process of their determination. The Companies within the HSBC Financial Conglomerate review the estimates and assumptions at least semi-annually. c. Cash and cash equivalents Refers to cash, money market and interbank funds applied, with the maturity of the investments reported at the balance sheet date equal to or less than 90 days, and representing an insignificant risk from changes in value. d. Interbank funds invested Securities purchased under resale agreements performed under unrestricted trading contracts are adjusted according to the market value. Other transactions are recorded at the acquisition cost plus the return obtained up to the balance sheet date, net of the provision for devaluation, when applicable. 12

13 e. Securities and derivative financial instruments As required by the Brazilian Central Bank Circular nº. 3,068, issued on 8 November 2001, securities are classified into the following categories: e.1 Trading securities - Securities acquired mainly for the purpose of selling them in the near term. These securities are reported at market value, recorded in the statements of income for the year; e.2 Securities available for sale - Securities not included in the other categories are carried at their market values. Adjustments of these instruments to market values, net of tax effects, are booked to an account in shareholders equity; and e.3 Securities held to maturity - Securities for which the Bank has the intention and financial capability to retain until their respective maturity dates. These investments are stated at cost, plus accrued interest to the balance sheet date. Interest is recorded in the statements of income in the respective years. As required by BACEN Circular nº. 3,082, issued on 30 January 2002, the derivative financial instruments were stated at their market values and changes in their reported values in the statement of income and to a shareholders equity account for the cash flow hedge derivatives, taking into consideration the specific accounting treatment to be applied to hedging transactions. f. Loans, lease operations, securities and loans receivable other receivables, time deposits, interbank deposits, savings accounts and other assets and liabilities Transactions subject to predetermined remuneration rates are recorded at redemption value, adjusted to present value in deferred income/expense, respectively. Transactions subject to floating rates are recorded at cost plus interest accrued to the balance sheet date. The up dates for loans overdue until the 59th day are recorded as income, and as from the 60th day as suspended interest, and only recognized to results when the installments are actually received. 13

14 g. Leasing operations Leasing operations are recorded at the value of amounts receivable, restated according to the conditions established in the lease agreements. Unearned lease income relates to contractual installments and the related income is earned on the due date of each installment, in accordance with applicable regulations (Administrative Rule MF nº. 140/84). Any loss at the end of the contract, arising from lessee exercising his right to buy, is deferred and amortised (for accounting and tax purposes) over the remaining useful life of the asset leased. The financial adjustment to the lease portfolio, which is required for the net income and shareholders equity for the year, was calculated in accordance with accounting practices adopted in Brazil, following the BACEN criteria, based on the present value of future receivables, using the interest rate established on the contract. This procedure resulted in an accumulated depreciation excess at HSBC Bank and HSBC Financial Conglomerate of R$ 1,331,387 (R$ 372,270 in 2007). 14

15 Had the leasing operations been presented in the lease receivables and income from lease operations captions at present value, the balances as of 31 December 2008 and 2007 would have been presented as follows: HSBC Bank and HSBC Financial Conglomerate Balance sheet amount Reclassifications Reclassified amount Reclassified amount Lease receivables Current assets (*) 26,475 1,114,805 1,141, ,462 Long-term assets - 2,693,767 2,693,767 1,578,044 Leased assets 5,707,042 (5,707,042) Other liabilities - Other Liability for residual value on leases Current liabilities (183,238) 183, Long-term liabilities (1,715,232) 1,715, Income from lease operations 2,076,783 (1,509,462) 567, ,234 Expenses on lease operations (1,509,462) 1,509, (*) Includes, R$ 5,912 (R$ 13,791 in 2007) related to advances paid to suppliers, and its not part of the lease portfolio, as shown in the note 6.a. h. Provision for loan losses The provision for loan losses was constituted in an amount compatible with the client and credit risk evaluation, in accordance with CMN Resolution 2,682/99. For loan contracts contracted with clients for which responsibility is less than R$ 50, the internal evaluation model is adopted, as provided under CMN Resolution 2,697/00. The operations in arrears classified as level H are written off after 180 days against the existing provision and recorded in memorandum account, where they will remain for the minimum period of five years. 15

16 i. Investments Investments in subsidiaries are accounted for using the equity method. Other investments are recorded at cost, and adjusted, when applicable, by a provision for losses. Goodwill balances originated from acquisitions are supported by appraisal reports issued by independent experts and they are based on the businesses future profitability. The goodwill amortisation is booked based on the businesses future profitability, which is reviewed yearly and does not exceed a ten year period. j. Fixed assets and deferred charges The property and equipment assets and deferred expenses are stated at cost net of depreciation, amortization and provision for losses at HSBC Bank in the amount of R$ 749 (R$ 749 in 2007) and at HSBC Financial Conglomerate in the amount of R$ 749 (R$ 784 in 2007). Depreciation was calculated using the straight-line method, applying the following annual rates, which take into account the estimated useful lives of the assets: real estate in use (buildings) - 4%; equipment and communications and security systems - 10%; and transport and data processing systems - 20%. Leasehold improvements are amortised in accordance with the lease term, added for an equal term of renewal. Technology development costs are amortised over five years. k. Leased assets Depreciation of leased assets was substantially calculated at annual rates equivalent to 70% of the estimated useful lives of the assets, in accordance with regulation 113 from 26 February 1998 of Ministry of Economy (except for assets leased to individuals, which are depreciated over the useful lives of the fixed assets), which are: five years for vehicles and similar and ten years for machinery, equipment, furniture and fixtures. 16

17 l. Intangible assets Intangible assets are amortized over the period that best represents the expected period for generating economic benefits for the entity (following the benefits flow and if this can not be determined, they are amortized on a straight line basis over the estimated period of the economic period). Intangibles comprise: - Future profitability of client portfolio acquired; - Acquisition of right to provide banking services; The companies from the HSBC Financial Conglomerate calculate impairment at least every six months, and during the review performed in 2008, no material amounts were identified. m. Income and social contribution taxes The provision for income tax was calculated using a rate of 15% of taxable income, plus an additional 10%. The provision for social contribution tax was calculated using a rate of 9% up to April and 15% starting from May of 2008 of income before tax, adjusted according to current legislation. Deferred tax assets related to timing differences for income and social contribution taxes are included in Other receivables - Other and Other liabilities - Taxes and social security payable and reflected in the net income for the year, or when applicable in the shareholders equity. The deferred tax assets related to timing differences were adjusted by a valuation allowance, when applicable considering the likelihood of realisation in the foreseeable future, not in excess of that permitted by legislation in force. 17

18 n. Contingent liabilities These arise mainly from legal and administrative processes, inherent to the normal course of business, filed by third parties, ex-employees and public bodies, in civil, labor, tax and social security claims, and other risks. Consistent with the conservative practices adopted, these contingencies are evaluated by legal advisors and take into consideration the probability of financial resources being required to settle the liabilities and that the liabilities can be estimated with sufficient accuracy. The values of the contingencies are determined using models and criteria that enable them to be adequately measured, based on supporting accounting or historic documents or similar, despite the uncertainty inherent to the period and amounts. The contingencies are classified between probable, for which provisions are recorded, and possible and remote, for which no provisions are recorded, since this is not required under the assumptions defined in CVM Decision 489. o. Foreign currency balances Foreign currency balances are recorded at rates ruling at the balance sheet date. p. Deferred income Includes non-refundable revenues received in advance, represented mainly for annual fees charged to cardholders which were deferred when billed and taken to income over the life of the service provided. Discounts on payments to establishments participating in the credit card networks were recognised on the date that the purchases of cardholders are validated. 18

19 4 Interbank funds invested The summary of the account balances as of 31 December 2008 and 2007 is as follow: HSBC Bank and HSBC Financial Conglomerate Within 3 months From 3 months to 1 year Above 1 year Money market 14,693, ,196-14,900,470 5,008,155 Backed position 14,467, ,196-14,675,093 3,674,191 Financed position 225, ,377 1,333,964 Interbank placements 1,066,040 2,257,377 1,610,601 4,934,018 1,604,029 Interbank placements 1,066,040 2,257,377 1,610,601 4,934,018 1,607,091 Valuation allowance (3,062) Foreign currency investment 50, ,217 1,044,784 Total 15,809,531 2,464,573 1,610,601 19,884,705 7,656,968 Current 18,274,104 7,139,479 Long-term 1,610, ,489 5 Securities and derivative financial instruments The summary of the account balances as of 31 December 2008 and 2007 is as follows: HSBC Bank HSBC Financial Conglomerate Current Long-term Current Long-term Trading 959,865 1,983, ,865 1,983, Available for sale 3,502,463 5,258,059 9,088,914 4,221,290 3,506,744 5,283,342 9,169,131 4,239,463 Held to maturity 18, ,602 41,283 24,142 19, ,672 41,283 24,678 Derivatives 3,590, , , ,672 3,590, , , ,672 Sub-total 8,071,879 8,359,005 9,888,676 4,774,104 8,076,865 8,385,358 9,968,893 4,792,813 Futures 671,976 82, ,976 82, Total 8,743,855 8,441,722 9,888,676 4,774,104 8,748,841 8,468,075 9,968,893 4,792,813 19

20 a. Securities a.1 Trading The securities presented bellow are stated by their original due dates and classified as current assets in the balance sheets, in accordance with BACEN circular letter number 3,068, issued on 8 November HSBC Bank and HSBC Financial Conglomerate Securities Within 3 months From 3 months to 1 year From 1 to 3 years From 3 to 5 years From 5 to 15 years Above 15 years Market value Cost Income (expenses) Market value Income (expenses) Federal Treasury Bills 328, ,601 11, , , ,086,005 (1,431) National Treasury Bills 3,287 1,875 16,304 2,814 4,928-29,208 28, ,463 (2) National Treasury Notes ,246 74, , , ,012 11, ,625 (26,461) Foreign bonds , ,133 51, Promissory Notes , ,133 23,218 (85) 20,065 (680) Debentures , ,429 39,004 (4,575) 37,383 (1,600) Total 332, , , , , , ,450 8,415 1,983,541 (30,174) 20

21 (In thousando of Reais) a.2 Available for sale a HSBC Bank From 3 From From From Effect on Effect on On Within 3 months 1 to 3 3 to 5 5 to 15 Market shareholders Market shareholders Securities demand months to 1 year years years years value Cost equity value equity National Treasury Bills - 37,268 59, ,350 1,863 66, , , ,411,719 4,741 Federal Treasury Bills - - 1,437,143 3,262, ,700,106 4,588, ,163 2,544,515 43,480 National Treasury Notes ,777, ,929 1,548,905 5,065,932 5,042,394 23,538 3,914,427 (34,330) Mortgage notes (15) Foreign bonds (*) - 1,114, ,114,851 1,112,133 2, Global bonds , , , ,077 9, ,289 15,184 Debentures - 31,562-20, ,522 65, , ,933 (22,640) 242,053 (104) Shares 246, , ,543 16,310 43,886 43,411 Promissory notes , , ,588 (6,861) 74,878 (518) Total 246,853 1,183,681 2,071,929 6,164,718 1,043,038 1,881,158 12,591,377 12,457, ,531 9,479,349 71,849 Current 3,502,463 5,258,059 Long-term 9,088,914 4,221,290 Tax effects (56,735) (26,169) Net effect on shareholders equity 76,796 45,680 Net effect on equity in subsidiaries Market value adjustment 3,498 6,444 Total 80,294 52,124 a HSBC Conglomerado Financeiro From 3 From From From Effect on Effect on On Within 3 months 1 to 3 3 to 5 5 to 15 Market shareholders Market shareholders Securities demand months to 1 year years years years value Cost equity value equity National Treasury Bills - 37,268 59, ,877 12, , , , ,446,449 4,738 Federal Treasury Bills - - 1,437,143 3,262, ,700,106 4,588, ,163 2,548,613 43,480 National Theasury Notes ,777, ,929 1,548,905 5,065,932 5,042,394 23,538 3,914,427 (34,330) Foreign bonds (*) - 1,114, ,114,851 1,112,133 2, Mortgage notes (15) Global bonds , , , ,077 9, ,289 15,184 Debentures - 31,562-20, ,522 65, , ,933 (22,640) 242,053 (104) Shares 251, , ,713 20,421 48,514 47,868 Promissory notes , , ,588 (6,861) 74,878 (518) Total 251,134 1,183,681 2,071,929 6,182,245 1,053,696 1,933,190 12,675,875 12,538, ,529 9,522,805 76,303 Current 3,506,744 5,283,342 Long-term 9,169,131 4,239,463 Tax effects (58,548) (27,820) Net effect on shareholders equity 78,981 48,483 Net effect on equity in subsidiaries Market value adjustment 1,313 3,641 Total 80,294 52,124 (*) Foreign bonds issued by Austria, indexed to the Turkish Lira, acquired in April 2008 and maturing in March The effect in the profit and loss was R$ 73,201, classifiedin trade finance and foreign exchangeaccount and R$ 150,686 classified in Securities account. 21

22 (In thousando of Reais) a.3 Held to maturity a HSBC Bank From 3 From From From Within 3 months 1 to 3 3 to 5 5 to 15 Market Securities months to 1 year years years years Cost value Cost National Treasury Bills ,344 8,344 8,325 8,512 National Treasury Notes 5,920 12,854 18,339 8,686 5,914 51,713 64,153 45,409 Foreign bonds (*) ,823 Total 5,920 12,854 18,339 8,686 14,258 60,057 72, ,744 Current 18, ,602 Long-term 41,283 24,142 a HSBC Conglomerado Financeiro From 3 From From From Within 3 months 1 to 3 3 to 5 5 to 15 Market Securities months to 1 year years years years Cost value Cost National Treasury Bills ,344 8,344 8,325 8,512 National Treasury Notes 5,920 13,559 18,339 8,686 5,914 52,418 64,851 47,015 Foreign bonds (*) ,823 Total 5,920 13,559 18,339 8,686 14,258 60,762 73, ,350 Current 19, ,672 Long-term 41,283 24,678 (*) Fixed Rate Notes issued by Korea Development Bank - KDB in the amount of USD 400 million, with interest rate of 9.98% p.a. and matured on 18 December The market value of the securities is ascertained using the quoted market price available on the balance sheet date. If no market price quote is available, the amounts are estimated based on the quotes of dealers, price definition models, quote models or price quotes for instruments with similar characteristics. 22