TIDMSTAN

RNS Number : 2808Q

Standard Chartered PLC

25 February 2021

Standard Chartered PLC - Additional Financial information - Part 2

Highlights

Standard Chartered PLC (the Group) today releases its results for the year ended 31 December 2020. The following pages provide additional information related to the announcement.

Table of contents

 
Financial statements 
  Independent Auditor's report                       2 
  Consolidated income statement                     14 
  Consolidated statement of comprehensive income    15 
  Consolidated balance sheet                        16 
  Consolidated statement of changes in equity       17 
  Cash flow statement                               18 
  Notes to the financial statements                 19 
-------------------------------------------------  --- 
Shareholder information                            140 
-------------------------------------------------  --- 
 

Independent Auditor's Report to the members of Standard Chartered PLC

Opinion

In our opinion:

-- the financial statements of Standard Chartered PLC (the 'Parent Company') and its subsidiaries (the 'Group') give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 December 2020 and of the Group's profit for the year then ended

-- the Group financial statements have been properly prepared in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006 and International Financial Reporting Standards (IFRSs) adopted pursuant to Regulation (EC) No. 1606/2002 as it applies in the European Union (EU);

-- the Parent Company financial statements have been properly prepared in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006 as applied in accordance with section 408 of the Companies Act 2006; and

-- the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements of Group and Parent Company for the year ended 31 December 2020 which comprise:

 
Group                                    Parent company 
---------------------------------------  --------------------------------------- 
Consolidated balance sheet as at         Balance sheet as at 31 December 
 31 December 2020;                        2020 
---------------------------------------  --------------------------------------- 
Consolidated income statement for        Statement of changes in equity for 
 the year then ended;                     the year then ended 
---------------------------------------  --------------------------------------- 
Consolidated statement of comprehensive  Parent Company cash flow statement 
 income for the year then ended;          for the year then ended; and 
---------------------------------------  --------------------------------------- 
Consolidated statement of changes        Related notes 1 and 40 to the financial 
 in equity for the year then ended;       statements including 
                                          a summary of significant accounting 
                                          policies 
---------------------------------------  --------------------------------------- 
Group cash flow statement for the 
 year then ended; 
---------------------------------------  --------------------------------------- 
Related notes 1-40 to the financial 
 statements, including a summary 
 of significant accounting policies; 
---------------------------------------  --------------------------------------- 
Risk and capital disclosures marked 
 as 'audited'; and 
---------------------------------------  --------------------------------------- 
Information marked as 'audited' 
 within the Directors' Remuneration 
 Report. 
---------------------------------------  --------------------------------------- 
 

The financial reporting framework that has been applied in their preparation is applicable law and International Accounting Standards in conformity with the requirements of the Companies Act 2006 and , as regards the Group financial statements, IFRSs adopted pursuant to Regulation (EC) No. 1606/2002 as it applies in the European Union and as regards the Parent Company financial statements, as applied in accordance with section 408 of the Companies Act 2006..

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council's (FRC's) Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the Group and Parent Company's ability to continue to adopt the going concern basis of accounting included:

-- Understanding management's going concern assessment process, including the impact of the COVID-19 pandemic (COVID-19), and evaluating the appropriateness of the going concern disclosure included in note 1 to the financial statements;

-- Review of the Corporate Plan, including assessing the reasonableness of assumptions and historical forecasting accuracy;

-- Assessing the results of management's stress testing, including consideration of principal and emerging risks on funding, liquidity and regulatory capital;

-- Reviewing correspondence with prudential regulators and authorities for matters that may impact the going concern assessment; and

-- Evaluating the appropriateness of the going concern disclosure included in note 1 to the financial statements.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group and Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

In relation to the Group and Parent Company's reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the directors' statement in the financial statements about whether the directors considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Group's ability to continue as a going concern.

Overview of our audit approach

 
Audit scope 
                     *    We performed an audit of the complete financial 
                          information of 28 components across 17 countries and 
                          audit procedures on specific balances for a further 5 
                          components across 3 countries. 
 
 
                     *    The components where we performed full or specific 
                          audit procedures accounted for 85% of adjusted 
                          absolute profit before tax (PBT), 89% of absolute 
                          operating income and 97% of Total assets. 
-----------------  ------------------------------------------------------------ 
Key audit matters  1. Credit impairment 
                    2. User Access Management 
                    3. Valuation of financial instruments held at 
                    fair value with higher risk characteristics 
                    4. Impairment of non-financial assets (Aircraft, 
                    Goodwill and Investment in subsidiary 
                    undertakings) 
                    5. Accounting and impairment of investment in 
                    associate 
-----------------  ------------------------------------------------------------ 
Materiality 
                     *    Overall Group materiality of $144m which represents 
                          5% of adjusted profit before tax. 
-----------------  ------------------------------------------------------------ 
 

Initial audit considerations

In preparation for our first-year audit of the Group and Parent Company, we performed a number of transitional procedures. This involved considering previous commercial relationships and personal financial arrangements and confirming that all staff who work on the audit are independent of the Group. Following our selection, we held discussions with the predecessor auditor and reviewed their 2019 financial statement audit work papers. We gained an understanding of the Group's processes, including the risk assessment and key judgements made by the predecessor auditors. At the outset of our audit we gained an understanding of the business issues and met with executive and key management of the Group and Parent Company. We used this understanding in the formulation of our audit strategy for the 2020 Group audit. Our procedures are in line with the requirements of ISA 510 - initial audit engagements to gain comfort over the opening balances as at 1 January 2020.

An overview of the scope of the Parent Company and Group audits

Tailoring the scope

Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit scope for each entity within the Group. Taken together, this enables us to form an opinion on the consolidated financial statements. We took into account the size, risk profile, the organisation of the Group and effectiveness of group-wide controls, changes in the business environment and other factors such as material issues or misstatements noted in prior periods by the predecessor auditor when assessing the level of work to be performed at each entity.

In assessing the risk of material misstatement to the Group financial statements, and to ensure we had adequate quantitative coverage of significant accounts in the financial statements, of the 365 reporting components of the Group, we selected 33 components across 20 countries covering entities within Bangladesh, Germany, Hong Kong, India, Indonesia, Ireland, Japan, Kenya, South Korea, Mainland China, Malaysia, Nigeria, Pakistan, Singapore, Sri Lanka, Taiwan, Thailand, United Arab Emirates, United Kingdom, and the United States of America which represent the principal business units within the Group. The definition of a component is aligned with the structure of the Group's consolidation system, typically these are either a branch, group of branches or a subsidiary.

We took a centralised approach to auditing certain processes and controls, as well as the substantive testing of specific balances. This included audit work over Global Business Services, Commercial Banking, Corporate and Institutional Banking, Credit Impairment and Technology.

Of the 33 components selected representing 20 countries, we performed an audit of the complete financial information of 28 components representing 17 countries ('full scope components') which were selected based on their size or risk characteristics. For the remaining 5 components representing 3 countries ("specific scope components"), we performed audit procedures on specific accounts within that component that we considered had the potential for the greatest impact on the significant accounts in the financial statements either because of the size of these accounts or their risk profile.

The reporting components where we performed audit procedures accounted for 86% (2019: KPMG 89%) of the Group's adjusted profit before tax (PBT), 89% of the Group's absolute operating income and 97% (2019: KPMG 96%) of the Group's Total assets. For the current year, the full scope components contributed 82% (2019: KPMG 88%) of the Group's adjusted PBT, 82% of the Group's absolute operating income and 90% (2019: KPMG 87%) of the Group's total assets. The specific scope components contributed 4% of the Group's adjusted PBT, 7% of the Group's absolute operating income and 7% (2019: KPMG 9%) of the Group's Total assets. The audit scope of these components may not have included testing of all significant accounts of the component but will have contributed to the coverage of significant accounts tested for the Group.

Of the remaining 332 components that together represent 14% of the Group's adjusted PBT, none are individually greater than 1.7% of the Group's adjusted PBT. For these components, we performed other procedures which included, but were not limited to, performing analytical reviews at a Group financial statement line item level, testing entity level controls, performing audit procedures on the centralised shared service centres, testing of consolidation journals and intercompany eliminations, inquiring with local component teams and assessing the outcome of prior year local statutory audits.

Involvement with component teams

In establishing our overall approach to the Group audit, we determined the type of work that needed to be undertaken at each of the components by the Group audit engagement team, or by component auditors from other EY global network firms and another firm operating under our instruction. Of the 28 full scope components, audit procedures were performed on 2 of these directly by the primary audit team, EY London (including audit of the parent Company). In addition, the Group has centralised processes and controls over key areas in its shared service centres. Members of the Group audit engagement team provide direct oversight, review and coordination of our shared service centres audit teams.

Our programme of planned visits to components and shared service centres in several locations were impacted by the current travel restrictions and other imposed government measures as a result of COVID-19. As part of our alternative procedures during the current year's audit cycle, we undertook virtual site visits. These virtual site visits involved discussing the audit approach with the component and shared service centres team and any issues arising from their work, meeting with local management, attending interim and closing meetings and performing remote reviews of key audit workpapers.

As a result of COVID-19, we extended our involvement and oversight of the component teams. This includes the Group audit engagement partners and senior members of the primary audit team increasing their involvement and oversight, increased regular interactions through calls and video conferences during various stages of the audit process, increasing our written communications to and reporting from the component teams and inviting component teams to our virtual planning event and subsequent dedicated virtual events.

For all significant and fraud risk areas, substantial elements of the audit work were led centrally, either within the Group audit engagement team, or within other teams performing centralised procedures.

These, together with the additional procedures performed at Group level, gave us sufficient and appropriate evidence for our opinion on the Group and Parent Company financial statements.

Key audit matters

Key audit matters (KAMs) are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the Group audit engagement team. These matters were addressed in the context of our audit of the financial statements, and in our opinion thereon, and we do not provide a separate opinion on these matters.

 
                                                                                                                         Key 
                                                                                                                         observations 
                                                                                                                         communicated 
                                                                                                                         to the Audit 
Risk                                                         Our response to the risk                                    Committee 
-----------------------------------------------------------  ----------------------------------------------------------  ------------ 
1. Credit Impairment                                         We evaluated the design                                     Our testing 
Refer to the Audit Committee                                 and operating effectiveness                                 of models, 
Report; Accounting policies;                                 of controls relevant to                                     model 
Note 8 of the Consolidated                                   the Group's processes over                                  assumptions 
Financial Statements; and                                    material ECL balances, including                            and the 
relevant credit risk disclosures                             the judgements and estimates                                Group's 
At 31 December 2020 the                                      noted, involving EY specialists                             Monte 
Group reported total credit                                  to assist us in performing                                  Carlo 
impairment of $7,145 million                                 our procedures to the extent                                Simulation 
(2019: $6,391 million).                                      it was appropriate. These                                   identified 
Management's judgements                                      included:                                                   some 
and estimates which are                                       *    controls over the allocation of assets into stages    instances 
especially subjective to                                           such as management's monitoring of stage              of over and 
audit due to significant                                           effectiveness;                                        under 
uncertainty associated with                                                                                              estimation. 
the assumptions used in                                                                                                  We 
the estimation in respect                                     *    the governance and review of post model adjustments;  aggregated 
of the timing and measurement                                                                                            these 
of expected credit losses                                                                                                differences 
(ECL) include:                                                *    risk event overlays;                                  and were 
 *    Allocation of assets to stage 1, 2, or 3 on a timely                                                               satisfied 
      basis using criteria in accordance with IFRS 9                                                                     that the 
      considering the impact of COVID-19 and related          *    completeness and accuracy of data;                    overall 
      government support measures, such as payment                                                                       estimate 
      deferrals, on customer behaviours;                                                                                 recorded 
                                                              *    multiple economic scenarios;                          was 
                                                                                                                         reasonable. 
 *    Accounting interpretations, modelling assumptions and                                                              The COVID-19 
      data used to build and run the models that calculate    *    credit monitoring; and                                adjustment 
      the ECL considering the impact of COVID-19 on model                                                                on the ECL 
      performance and any additional data to be considered                                                               as at 
      in the ECL calculation;                                 *    individual provisions,                                year end was 
                                                                                                                         reasonable. 
                                                                                                                         Overall 
 *    There are significant judgements involved with the     We obtained papers and minutes                              modelled 
      determination of parameters used in Monte Carlo        of the executive forums                                     ECL levels, 
      Simulation and the evaluation of the appropriateness   that evaluate credit models                                 staging 
      of using Monte Carlo Simulation in the context of      and ECL provisions for evidence                             and 
      COVID-19 with regards to whether the simulation can    of executive review and                                     individually 
      sufficiently capture the non-linearity of expected     challenge.                                                  assessed 
      credit losses and appropriately generate a wide range  We performed an overall                                     provisions 
      of possible outcomes.                                  assessment of the ECL provision                             were 
                                                             levels by stage to determine                                reasonable. 
                                                             if they were reasonable                                     We concluded 
                                                             by considering the overall                                  that 
                                                             credit quality of the Group's                               the Group's 
                                                             portfolios, risk profile,                                   ECL 
                                                             impact of COVID-19 including                                provisions 
                                                             geographic considerations                                   was 
                                                             and high risk industries.                                   reasonable 
                                                             We also assessed the effect                                 and 
                                                             of government support measures                              recognised 
                                                             in key locations (e.g.,                                     in 
                                                             payment deferrals), which                                   accordance 
                                                             may delay and mask stage                                    with IFRS 9. 
                                                             migrations. Our assessment 
                                                             also included the evaluation 
                                                             of the macroeconomic environment 
                                                             by considering trends in 
                                                             the economies and industries 
                                                             to which the Group is exposed. 
                                                             We evaluated the criteria 
                                                             used to allocate financial 
                                                             assets to stage 1, 2 or 
                                                             3 in accordance with IFRS 
                                                             9. We reperformed the staging 
                                                             distribution for a sample 
                                                             of assets and assessed the 
                                                             reasonableness of staging 
                                                             downgrades applied by management. 
-----------------------------------------------------------  ----------------------------------------------------------  ------------ 
 
 
                                                                                               Key observations 
                                                                                                communicated 
Risk                                                        Our response to the risk            to the Audit Committee 
----------------------------------------------------------  ---------------------------------  ----------------------- 
1. Credit Impairment continued                              We reperformed the staging 
 *    Appropriateness, completeness and valuation of post   distribution for a sample 
      model adjustments and COVID-19 specific risk event    of assets and assessed the 
      overlays given the increased uncertainty and less     reasonableness of staging 
      reliance on modelled outputs increasing the risk of   downgrades applied by management. 
      management override; and                              We performed a risk assessment 
                                                            on models involved in the 
                                                            ECL calculation to select 
 *    Measurement of individual provisions including the    a sample of models to test. 
      assessment of probability weighted scenarios and the  Our modelling specialists 
      impact COVID-19 had on exit strategies, collateral    evaluated a sample of ECL 
      valuations and time to collect.                       models by assessing the 
                                                            reasonableness of underpinning 
                                                            assumptions, inputs and 
                                                            formulae used. This included 
                                                            a combination of assessing 
                                                            the appropriateness of model 
                                                            design and formulae used, 
                                                            alternative modelling techniques 
                                                            and recalculating the Probability 
                                                            of Default, Loss Given Default 
                                                            and Exposure at Default. 
                                                            We also assessed the material 
                                                            post-model adjustments which 
                                                            were applied as a response 
                                                            to model ineffectiveness 
                                                            and risk event overlays 
                                                            as a result of COVID-19. 
                                                            With our modelling specialists, 
                                                            we also considered the 
                                                            completeness 
                                                            and appropriateness of these 
                                                            adjustments by considering 
                                                            the judgements, methodology 
                                                            and governance applied. 
                                                            In response to new models 
                                                            implemented this year which 
                                                            addressed known weaknesses, 
                                                            we performed more extensive 
                                                            substantive procedures in 
                                                            testing the modelled ECL. 
                                                            To test credit monitoring, 
                                                            we challenged the risk ratings 
                                                            for a sample of performing 
                                                            loans and focused our testing 
                                                            on high risk industries 
                                                            impacted by COVID-19. 
                                                            To evaluate data quality, 
                                                            we agreed a sample of ECL 
                                                            calculation data points 
                                                            to source systems, including 
                                                            balance sheet data used 
                                                            to run the models. We also 
                                                            tested a sample of the ECL 
                                                            data points from the calculation 
                                                            engine through to the general 
                                                            ledger and disclosures. 
                                                            We included COVID-19 specific 
                                                            data points in this testing. 
                                                            We involved economic specialists 
                                                            to assist us in evaluating 
                                                            the reasonableness of the 
                                                            base forecast and the range 
                                                            of economic scenarios produced 
                                                            by the Monte Carlo Simulation. 
                                                            Procedures performed included 
                                                            benchmarking a sample of 
                                                            core macro-economic variables 
                                                            to a variety of external 
                                                            sources. 
                                                            For material models, in 
                                                            collaboration with our economists 
                                                            and modelling specialists, 
                                                            we also challenged the 
                                                            completeness 
                                                            and appropriateness of the 
                                                            macroeconomic variables 
                                                            used as inputs to these 
                                                            models. 
                                                            When recalculating a sample 
                                                            of individually assessed 
                                                            provisions, our procedures 
                                                            included challenging management's 
                                                            forward-looking economic 
                                                            assumptions of the recovery 
                                                            outcomes identified and 
                                                            assigning individual probability 
                                                            weightings. 
                                                            We also engaged our valuation 
                                                            specialists to test the 
                                                            value of the collateral 
                                                            used in management's 
                                                            calculations. 
                                                            Our sample was based on 
                                                            quantitative thresholds 
                                                            and qualitative factors 
                                                            including vulnerable sectors. 
                                                            We considered the impact 
                                                            COVID-19 had on collateral 
                                                            valuations and time to collect. 
                                                            We also considered whether 
                                                            planned exit strategies 
                                                            remained viable under COVID-19. 
                                                            We tested the data flows 
                                                            used to populate 
                                                            the disclosures and assessed 
                                                            the adequacy of disclosures 
                                                            for compliance with the 
                                                            accounting standards and 
                                                            regulatory considerations 
                                                            including expectations of 
                                                            COVID-19 specific disclosures. 
----------------------------------------------------------  ---------------------------------  ----------------------- 
 
 
                                                                                                                          Key observations 
                                                                                                                           communicated 
Risk                                                         Our response to the risk                                      to the Audit Committee 
-----------------------------------------------------------  -----------------------------------------------------------  ---------------------------------------------------------- 
2. User Access Management                                    We reviewed the results                                      We communicated weaknesses 
 Refer to the Audit Committee                                 of management's remediation                                  in internal control 
 Report IT General Controls                                   programmes and risk assessments                              to the Audit Committee, 
 (ITGCs) support continuous                                   for applications within                                      in respect of the 
 operation of the automated                                   the scope of our audit and                                   effectiveness of 
 controls within the business                                 assessed the impact on the                                   IT user-access management.. 
 processes related to financial                               financial statements for                                     We explained the 
 reporting. Effective IT                                      the year ended 31 December                                   additional procedures 
 GCs are needed to ensure                                     2020.                                                        performed, including 
 that IT applications process                                 We tested IT compensating                                    IT substantive testing, 
 business data as expected                                    controls, and where these                                    testing of IT and 
 and that changes are made                                    compensating controls were                                   business compensating 
 in an appropriate manner.                                    not effective, we performed                                  controls, and where 
 During 2018 and 2019, the                                    additional IT substantive                                    required, additional 
 Group Internal Audit and                                     procedures to confirm whether                                substantive testing 
 the predecessor auditor                                      the risks associated with                                    over impacted account 
 identified a number of significant                           the reported deficiencies                                    balances. 
 privileged ID management                                     materialised during the                                      As a result of the 
 control deficiencies. These                                  year.                                                        procedures performed, 
 control deficiencies are                                     Where required, we tested                                    we have reduced the 
 still in the process of                                      business compensating controls                               risk that our audit 
 being fully remediated.                                      and performed additional                                     has not identified 
 In addition, we identified                                   business substantive procedures.                             a material error 
 new control findings in                                                                                                   in the Group and 
 the current year audit,                                                                                                   Parent Company financial 
 as well as observations                                                                                                   statements, related 
 relating to the effectiveness                                                                                             to user access management, 
 of management's remediation                                                                                               to an appropriate 
 activities.                                                                                                               level. 
 The possibility of users 
 gaining access privileges 
 beyond those necessary to 
 perform their assigned duties 
 may result in breaches in 
 segregation of duties, including 
 inappropriate manual intervention, 
 and unauthorised changes 
 to systems or programmes.. 
-----------------------------------------------------------  -----------------------------------------------------------  ---------------------------------------------------------- 
3. Valuation of financial                                    We evaluated the design                                      We concluded that 
instruments held at fair                                     and operating effectiveness                                  the assumptions used 
value with higher risk characteristics                       of controls relating to                                      by management to 
Refer to the Audit Committee                                 the valuation of financial                                   estimate the fair 
Report; Accounting policies;                                 instruments, including independent                           value of financial 
and Note 13 of the Consolidated                              price verification, model                                    instruments with 
Financial Statements                                         review and approval, collateral                              higher risk characteristics 
At 31 December 2020, the                                     management, and income statement                             and the recognition 
Group reported financial                                     analysis and reporting.                                      of related income 
assets measured at fair                                      We engaged valuation specialists                             was reasonable. We 
value of $310,089 million,                                   to assist the audit team                                     highlighted the following 
and financial liabilities                                    in performing the following                                  matters to the Audit 
at fair value of $139,906                                    procedures:                                                  Committee: 
million, of which financial                                   *    Tested complex model-dependent valuations by            *    Complex-model-dependent valuations were appropriate 
assets of $2,948 million                                           independently revaluing Level 3 and certain complex          based on the output of our independent revaluations; 
and financial liabilities                                          Level 2 derivatives that had been valued using less 
of $446 million are classified                                     liquid pricing inputs, in order to assess the 
as Level 3 in the fair value                                       appropriateness of models and the adequacy of           *    Fair values of derivative transactions, unlisted 
hierarchy.                                                         assumptions and inputs used by the Group;                    equity investments, loans, debt and other financial 
The fair value of financial                                                                                                     instruments valued using pricing information with 
instruments with higher                                                                                                         limited observability were not materially misstated 
risk characteristics is                                       *    Tested valuations of other financial instruments with        at 31 December 2020, based on the output of our 
determined through the application                                 higher estimation uncertainty, such as unlisted              independent calculations; and 
of valuation techniques,                                           equity investments, loans at fair value, debt and 
which involve the use of                                           other financial instruments. We compared management's 
management judgement in                                            valuation to our own independently developed range,     *    Valuation adjustments in respect of credit, funding 
the selection of valuation                                         where appropriate;                                           and other risks applied to derivative portfolios and 
models, assumptions and                                                                                                         debt securities issued were appropriate, based on ou 
pricing inputs, and present                                                                                               r 
the risk of inappropriate                                     *    Assessed the appropriateness of pricing inputs as            analysis of market data and benchmarking of pricing 
revenue recognition through                                        part of the Independent Price Verification process;          information. 
incorrect pricing.                                                 and 
A higher level of estimation 
uncertainty is involved 
for financial instruments                                     *    Compared the methodology used for fair value 
valued using complex models,                                       adjustments to current market practice. We revalued a 
pricing inputs that have                                           sample of valuation adjustments, compared funding 
limited observability, and                                         spreads to third party data and challenged the basis 
fair value adjustments,                                            for determining illiquid credit spreads. 
including the Debit Valuation 
Adjustment , Funding Valuation 
Adjustment and Credit Valuation                              Where differences between 
Adjustment in relation to                                    our independent valuation 
derivative transactions                                      and management's valuation 
with counterparties where                                    were outside our thresholds, 
credit spreads are less                                      we performed additional 
readily able to be determined.                               testing over each variance 
Management's estimates that                                  to assess the impact on 
required significant auditor                                 the valuation of financial 
judgement included:                                          instruments with higher 
 *    Level 3 derivative financial instruments and certain   risk characteristics, including 
      Level 2 derivative financial instruments valued using  related income from trading 
      complex models; and                                    activities. 
 
 
 *    Unlisted equity investments, loans at fair value, 
      debt and other financial instruments classified in 
      Level 3 with unobservable pricing inputs. 
 
 
Significant judgement is 
required due to the absence 
of verifiable third-party 
information to determine 
the key inputs and assumptions 
in the valuation models. 
-----------------------------------------------------------  -----------------------------------------------------------  ---------------------------------------------------------- 
 
 
                                                           Key observations 
                                                            communicated 
Risk                          Our response to the risk      to the Audit Committee 
----------------------------  ---------------------------  ----------------------------------------------------------- 
4. Impairment of              We obtained an               Impairment of aircraft 
non-financial                 understanding                We concluded that 
assets                        of management's processes    management's methodology, 
Refer to the Audit Committee  for impairment assessment    judgements and assumptions 
Report                        and evaluated the design     related to the impairment 
a) Impairment of aircraft     of controls.                 assessment for aircraft 
: Accounting policies; and    Impairment of aircraft       were reasonable and 
Note 18 of the financial      We assessed the              in accordance with 
statements                    appropriateness              IFRS. We highlighted 
b) Impairment of investment   of the Group's VIU           the following matters 
in subsidiary undertakings    methodology                  to the Audit Committee: 
: Accounting policies; and    for testing the impairment    *    Current market values and residual values were 
Note 17 of the financial      of aircraft.                       appropriate based on benchmarking to independently 
statements                    We tested the mathematical         sourced market data; and 
c) Impairment of Goodwill     accuracy of the VIU model 
: Accounting policies; and    and engaged valuation 
Note 17 of the financial      specialists                   *    The discount rate was within our independent 
statements                    to support the audit team          expectation of a reasonable range, with due regard to 
COVID-19 and government       in calculating an                  the risks facing the aviation industry and the 
measures taken in response    independent                        characteristics of the Group's portfolio of aircraft. 
to the pandemic have had,     range for assumptions 
and are expected to continue  underlying 
to have, a significant        the VIU calculations, such   Impairment of Goodwill 
economic                      as discount rates and        We concluded that 
impact globally. As a         residual                     the goodwill balance 
result,                       values. Where appraisal      as at 31 December 
the Group recorded            values were used to support  2020 was not materially 
impairment                    the carrying value or as     misstated. We concluded 
charges in respect of         an input into the VIU, we    that the disclosures 
various                       benchmarked those values     in the annual report 
non-financial assets during   to external market data.     appropriately reflect 
2020, the most significant    We evaluated management's    the sensitivity of 
of which are set out below.   sensitivity analysis to      the carrying value 
The Group owns a portfolio    assumptions in VIU           of goodwill to reasonably 
of aircraft, which are        calculations                 possible changes 
leased                        and performed stress         in key assumptions, 
to airlines. The aircraft     testing                      and that these downside 
are measured at cost less     for reasonably possible      sensitivities could 
accumulated depreciation      changes to the discount      require an adjustment 
and impairment. As at 31      rate and market values.      to the carrying amount 
December 2020, the Group      Impairment of goodwill and   of goodwill in future. 
has reported a $132 million   investment in subsidiary     Impairment of investment 
impairment charge in respect  undertakings                 in subsidiary undertakings 
of aircraft. Each aircraft    We assessed the              We concluded that 
was tested for impairment.    appropriateness              the investment in 
Impairment of aircraft is     of the Group's VIU           subsidiaries balance 
determined by comparing       methodology                  is not materially 
the carrying value to the     for testing the impairment   misstated as at 31 
higher of the current market  of goodwill and investments  December 2020. 
value, provided by third      in subsidiaries. 
party appraisers, and the     We tested the mathematical 
value in use (VIU). The       accuracy of the VIU model 
judgmental inputs into the    and engaged valuation 
VIU calculation are the       specialists 
discount rate and residual    to support the audit team 
values. In addition, as       in calculating an 
at 31 December 2020, the      independent 
Group impaired goodwill       range for assumptions 
by $489 million (2019: $27    underlying 
million) and, in the Parent   the VIU calculations, such 
Company accounts, impaired    as the discount rate and 
investments in subsidiary     long-term growth rates for 
undertakings by $349m (2019:  each cash generating unit. 
$259m). Impairment of         We reconciled the future 
goodwill                      profitability forecasts 
and investments in            to the Group's approved 
subsidiary                    Corporate Plan. We 
undertakings is determined    performed 
by comparing the carrying     audit procedures to assess 
value to VIU. The VIU is      the reasonableness of the 
based on future               forecasts, review of the 
profitability                 Group Strategy and 
forecasts, which are          Corporate 
inherently                    Plan and benchmarking the 
uncertain, require            Corporate Plan using 
significant                   institutional 
judgement and are subject     forecasts, assessing the 
to the risk of management     reasonableness of 
bias.                         assumptions 
Aside from profit forecasts,  and testing historical 
other significant judgements  forecasting 
included in the VIU are       accuracy. In addition, we 
discount rates and            performed a stand back test 
macroeconomic                 to assess whether the 
assumptions such as           forecasts 
long-term                     and assumptions utilised 
growth rates.                 by the Group were 
Consequently, there is a      consistent 
risk that if the judgements   across the key estimates. 
and assumptions underpinning  We evaluated management's 
the impairment assessments    sensitivity analysis and 
are inappropriate, then       performed independent 
the aircraft, goodwill and    stress 
investments in subsidiaries   tests to identify the cash 
balances may be misstated.    generating units that were 
                              most sensitive to potential 
                              change in assumptions, 
                              including 
                              the long-term growth rate, 
                              discount rates and 
                              profitability 
                              forecasts. We assessed the 
                              appropriateness of 
                              disclosures 
                              in relation to the impact 
                              of reasonably possible 
                              changes 
                              in key assumptions on the 
                              carrying values of 
                              non-financial 
                              assets. 
----------------------------  ---------------------------  ----------------------------------------------------------- 
 
 
                                                                           Key observations 
                                                                            communicated 
Risk                                 Our response to the risk               to the Audit Committee 
-----------------------------------  ------------------------------------  ---------------------------- 
5. Accounting and Impairment         We evaluated the facts and            We concluded that 
 of investment in associate           circumstances that the Group          the Group continues 
 Refer to the Audit Committee         presented to demonstrate              to maintain significant 
 Report; Accounting policies;         its ability to maintain               influence over Bohai 
 and Note 32 of the financial         significant influence over            as at 31 December 
 statements                           the management, and financial         2020. 
 At 31 December 2020, the             and operating policies of             We concluded that 
 Group reported an investment         Bohai, through Board representation   the investment in 
 in associate, China Bohai            and the provision of technical        associate balance 
 Bank (Bohai), o f $2,025             skills to Bohai. In addition,         as at 31 December 
 million (2019: $1,803 million).      we assessed the appropriateness       2020 was not materially 
 On 16 July 2020, Bohai was           in the change in basis of             misstated. We concluded 
 listed on the Hong Kong              inclusion of Bohai's results          that the disclosures 
 Stock Exchange, and as a             from a one-month lag to               in the annual report 
 result, the Group's investment       a three-month lag. We assessed        appropriately reflect 
 in Bohai was diluted to              the appropriateness of the            the sensitivity of 
 16.26% as at 31 December             Group's VIU methodology               the carrying value 
 2020 (2019: 19.99%). We              for testing the impairment            to reasonably possible 
 f ocused on judgements,              of the investment in Bohai.           changes in key assumptions. 
 including the appropriateness        We tested the mathematical 
 of equity accounting, impairment     accuracy of the VIU model 
 considerations and non-coterminous   and engaged valuation specialists 
 reporting.                           to support the audit team 
 Equity accounting                    in calculating an independent 
 There is a presumption that          range for assumptions underlying 
 an investor holding less             the VIU calculations, such 
 than a 20% stake in an investee      as the discount rate and 
 cannot exert significant             long-term growth rate. We 
 influence, and continue              reconciled the future profitability 
 to account F or the investment       forecasts to the available 
 as an associate, unless              analyst reports. 
 such influence can be clearly        We assessed the appropriateness 
 demonstrated. Prior to listing,      of disclosures in the annual 
 the Group equity accounted           report in relation to the 
 its interest in Bohai on             impact of reasonably possible 
 a one-month lag basis. Following     changes in key assumptions 
 the listing, Bohai is now            on the carrying values of 
 subject to regulations in            the investment in Bohai. 
 respect of price sensitive 
 information and, as such, 
 the Group now includes Bohai's 
 results on a three-month 
 lag basis. In 2020, the 
 Group accounted f or 10 
 months of profits from Bohai 
 (2019: 12 months). 
 Impairment testing 
 At 31 December 2020, there 
 was a 7% deficit between 
 the Group's share of Bohai's 
 market capitalisation, as 
 compared with the carrying 
 value of the investment, 
 which represents an impairment 
 trigger. 
 Impairment of the investment 
 in Bohai is determined by 
 comparing the carrying value 
 to VIU. The VIU is based 
 on F uture profitability 
 F orecasts, which are inherently 
 uncertain, require significant 
 judgement and are subject 
 to the risk of management 
 bias. 
 Aside from profit forecasts, 
 other significant judgements 
 included in the VIU are 
 discount rates and macroeconomic 
 assumptions such as long-term 
 growth rates. 
 Consequently, there is a 
 risk that if the judgements 
 and assumptions underpinning 
 the impairment assessments 
 are inappropriate, then 
 the investment in associate 
 may be overstated. 
-----------------------------------  ------------------------------------  ---------------------------- 
 

Other than the additional KAMs 4a and 5 noted in the table above, the current year KAMs are consistent with prior year KAMs reported by the predecessor auditor.

Our application of materiality

We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the audit and in forming our audit opinion.

Materiality

The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the economic decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent of our audit procedures.

We determined materiality for the Group to be $144 million (2019: KPMG $140 million), which is 5% of adjusted PBT. We believe that adjusted PBT provides us with the most appropriate measure for the users of the financial statements, given the Group is profit making; it is consistent with the wider industry and is the standard for listed and regulated entities and we believe it reflects the most useful measure for users of the financial statements. We also believe that the adjustments are appropriate as they relate to material non-recurring items.

Performance materiality

The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.

On the basis of our risk assessments, together with our assessment of the Group's overall control environment, our judgement was that performance materiality was 50% of our planning materiality, namely $72m (2019: KPMG $91m). We have set performance materiality at this percentage since this is an initial audit.

Audit work at component locations for the purpose of obtaining audit coverage over significant financial statement accounts is undertaken based on a percentage of total performance materiality. The performance materiality set for each component is based on the relative size and risk of the component to the Group as a whole and our assessment of the risk of misstatement at that component. In the current year, the range of performance materiality allocated to components was $7m to $22m (2019: KPMG $1m to $60m).

Reporting threshold

An amount below which identified misstatements are considered as being clearly trivial.

We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of $7m (2019: KPMG $5m), which is set at 5% of planning materiality, as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds.

We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of other relevant qualitative considerations in forming our opinion.

Other information

The other information comprises the information included in the annual report including the Strategic report, the Directors' report, the Directors' remuneration report, the Risk review and Capital review, and the Supplementary information, other than the Financial statements, the specific disclosures or tables marked as 'audited' and our auditor's report thereon. The directors are responsible for the other information contained within the annual report.

Our opinion on the Financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the Financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of the other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, the part of the directors' remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

-- the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

-- adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

-- the Parent Company financial statements and the part of the Directors' Remuneration Report to be audited are not in agreement with the accounting records and returns; or

-- certain disclosures of directors' remuneration specified by law are not made; or

-- we have not received all the information and explanations we require for our audit

Corporate Governance Statement

The Listing Rules require us to review the directors' statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Group and Company's compliance with the provisions of the UK Corporate Governance Code specified for our review.

-- Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit:

-- Directors' statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out is set out in the Annual Report;

-- Directors' explanation as to its assessment of the Company's prospects, the period this assessment covers and why the period is appropriate is set out in the Annual Report;

-- Directors' statement on fair, balanced and understandable set out is set out in the Annual Report;

-- Board's confirmation that it has carried out a robust assessment of the emerging and principal risks is set out in the Annual Report;

-- The section of the annual report that describes the review of effectiveness of risk management and internal control systems is set out in the Annual Report; and;

-- The section describing the work of the audit committee set out in the Annual Report

Responsibilities of directors

As explained more fully in the Statement of Directors' responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group and Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so..

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined below, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the Company and management.

-- We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and determined that the most significant are those that relate to the reporting framework (IFRS, Companies Act 2006 and the UK Corporate Governance Code), regulations and supervisory requirements of the Prudential Regulation Authority (PRA), FRC, Financial Conduct Authority (FCA) and other overseas regulatory requirements, including but not limited to regulations in its major markets such as Hong Kong, India, South Korea, Singapore, United States of America, and the relevant tax compliance regulations in the jurisdictions in which the Group operates. In addition, we concluded that there are certain significant laws and regulations that may have an effect on the determination of the amounts and disclosures in the Financial statements and those laws and regulations relating to regulatory capital and liquidity, conduct, Financial crime including anti-money laundering, sanctions, market abuse and environmental regulations recognising the Financial and regulated nature of the Group's activities.

-- We understood how the Group is complying with those frameworks by performing a combination of inquiries of senior management and those charged with governance as required by auditing standards, review of board and committee meeting minutes, gaining an understanding of the Group's approach to governance and inspection of regulatory correspondences in the year. We also engaged EY financial crime specialists to perform procedures on areas relating to anti-money laundering and sanctions. Through these procedures, we became aware of actual or suspected non-compliance. The identi ed actual or suspected non-compliance was not suf ciently signi cant to our audit that would have resulted in being identi ed as a key audit matter.

-- We assessed the susceptibility of the Group's financial statements to material misstatement, including how fraud might occur by considering the controls that the Group has established to address risks identified by the entity, or that otherwise seek to prevent, deter or detect fraud. Our procedures to address the risks identified also included incorporation of unpredictability into the nature, timing and/or extent of our testing, challenging assumptions and judgements made by management in their significant accounting estimates and journal entry testing.

-- Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved inquiries of Group legal counsel, money laundering reporting officer, internal audit, certain senior management executives and focused testing. We also performed inspection of key regulatory correspondence from the relevant regulatory authorities.

-- For instances of actual or suspected non-compliance with laws and regulations, which have a material impact on the financial statements, these were communicated to the Group audit engagement team and component teams who performed audit procedures such as inquiries with management and external legal counsel, sending confirmations to external lawyers and meeting with external regulators. Where appropriate, we involved specialists from our firm to support the audit team.

-- The Group operates in the banking industry which is a highly regulated environment. As such the Senior Statutory Auditor considered the experience and expertise of the Group audit engagement team, the component teams and the shared service centre teams to ensure that the team had the appropriate competence and capabilities, which included the use of specialists where appropriate.

A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Other matters we are required to address

-- Following the recommendation from the Audit Committee, we were appointed as auditors of the Company and signed an engagement letter on 31 March 2020, and were appointed by the Company at the AGM on 6 May 2020, to audit the financial statements for the year ended 31 December 2020 and subsequent financial periods. The period of total uninterrupted engagement is 1 year, covering the year ended 31 December 2020.

-- The non-audit services prohibited by the FRC's Ethical Standard were not provided to the Group or the Parent Company and we remain independent of the Group and the Parent Company in conducting the audit.

-- The audit opinion is consistent with the additional report to the Audit Committee.

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

David Canning-Jones (Senior statutory auditor)

for and on behalf of Ernst & Young LLP, Statutory Auditor

London

25 February 2021

Consolidated income statement

For the year ended 31 December 2020

 
                                                             2020        2019 
                                                Notes    $million    $million 
----------------------------------------------  -----  ----------  ---------- 
Interest income                                            12,292      16,549 
Interest expense                                          (5,440)     (8,882) 
----------------------------------------------  -----  ----------  ---------- 
Net interest income                                 3       6,852       7,667 
Fees and commission income                                  3,865       4,111 
Fees and commission expense                                 (705)       (589) 
Net fee and commission income                       4       3,160       3,522 
Net trading income                                  5       3,672       3,350 
Other operating income                              6       1,070         878 
----------------------------------------------  -----  ----------  ---------- 
Operating income                                           14,754      15,417 
                                                       ----------  ---------- 
Staff costs                                               (6,886)     (7,122) 
Premises costs                                              (412)       (420) 
General administrative expenses                           (1,831)     (2,211) 
Depreciation and amortisation                             (1,251)     (1,180) 
                                                       ----------  ---------- 
Operating expenses                                  7    (10,380)    (10,933) 
----------------------------------------------  -----  ----------  ---------- 
Operating profit before impairment losses and 
 taxation                                                   4,374       4,484 
Credit impairment                                   8     (2,325)       (908) 
Goodwill, property, plant and equipment and 
 other impairment                                   9       (587)       (163) 
Profit from associates and joint ventures          32         151         300 
----------------------------------------------  -----  ----------  ---------- 
Profit before taxation                                      1,613       3,713 
Taxation                                           10       (862)     (1,373) 
----------------------------------------------  -----  ----------  ---------- 
Profit for the year                                           751       2,340 
----------------------------------------------  -----  ----------  ---------- 
 
Profit attributable to: 
Non-controlling interests                          29          27          37 
Parent company shareholders                                   724       2,303 
----------------------------------------------  -----  ----------  ---------- 
Profit for the year                                           751       2,340 
----------------------------------------------  -----  ----------  ---------- 
 
 
                                          cents  cents 
------------------------------------      -----  ----- 
Earnings per share: 
Basic earnings per ordinary share     12   10.4   57.0 
Diluted earnings per ordinary share   12   10.3   56.4 
------------------------------------      -----  ----- 
 

The notes form an integral part of these financial statements.

Consolidated statement of comprehensive income

For the year ended 31 December 2020

 
                                                                        2020        2019 
                                                           Notes    $million    $million 
---------------------------------------------------------  -----  ----------  ---------- 
Profit for the year                                                      751       2,340 
Other comprehensive income/(loss) 
  Items that will not be reclassified to income 
   statement:                                                            (9)       (531) 
                                                                  ----------  ---------- 
  Own credit losses on financial liabilities 
   designated at fair value through profit or 
   loss                                                                 (55)       (462) 
  Equity instruments at fair value through other 
   comprehensive income                                                   62          13 
  Actuarial gains/(losses) on retirement benefit 
   obligations                                                30           1       (124) 
  Taxation relating to components of other comprehensive 
   income                                                     10        (17)          42 
                                                                  ----------  ---------- 
  Items that may be reclassified subsequently 
   to income statement:                                                  922         131 
  Exchange differences on translation of foreign 
   operations: 
                                                                  ----------  ---------- 
     Net gains/(losses) taken to equity                                  657       (386) 
     Net (losses)/gains on net investment hedges                       (287)         191 
     Reclassified to income statement on sale of 
      joint venture                                                      246           - 
  Share of other comprehensive (loss)/income 
   from associates and joint ventures                                   (37)          25 
  Debt instruments at fair value through other 
   comprehensive income: 
     Net valuation gains taken to equity                                 815         555 
     Reclassified to income statement                                  (431)       (170) 
     Net impact of expected credit losses                                 21           7 
  Cash flow hedges: 
     Net losses taken to equity                                         (25)        (64) 
     Reclassified to income statement                         14          17          21 
  Taxation relating to components of other comprehensive 
   income                                                     10        (54)        (48) 
                                                                  ----------  ---------- 
Other comprehensive income/(loss) for the year, 
 net of taxation                                                         913       (400) 
---------------------------------------------------------  -----  ----------  ---------- 
Total comprehensive income for the year                                1,664       1,940 
---------------------------------------------------------  -----  ----------  ---------- 
 
Total comprehensive income attributable to: 
Non-controlling interests                                     29          15          20 
Parent company shareholders                                            1,649       1,920 
---------------------------------------------------------  -----  ----------  ---------- 
Total comprehensive income for the year                                1,664       1,940 
---------------------------------------------------------  -----  ----------  ---------- 
 

Consolidated balance sheet

As at 31 December 2020

 
                                                                 2020        2019 
                                                    Notes    $million    $million 
-------------------------------------------------  ------  ----------  ---------- 
Assets 
Cash and balances at central banks                 13, 35      66,712      52,728 
Financial assets held at fair value through 
 profit or loss                                        13     106,787      92,818 
Derivative financial instruments                   13, 14      69,467      47,212 
Loans and advances to banks                        13, 15      44,347      53,549 
Loans and advances to customers                    13, 15     281,699     268,523 
Investment securities                                  13     153,315     143,731 
Other assets                                           20      48,688      42,022 
Current tax assets                                     10         808         539 
Prepayments and accrued income                                  2,122       2,700 
Interests in associates and joint ventures             32       2,162       1,908 
Goodwill and intangible assets                         17       5,063       5,290 
Property, plant and equipment                          18       6,515       6,220 
Deferred tax assets                                    10         919       1,105 
Assets classified as held for sale                     21         446       2,053 
-------------------------------------------------  ------  ----------  ---------- 
Total assets                                                  789,050     720,398 
-------------------------------------------------  ------  ----------  ---------- 
 
Liabilities 
Deposits by banks                                      13      30,255      28,562 
Customer accounts                                      13     439,339     405,357 
Repurchase agreements and other similar secured 
 borrowing                                             13       1,903       1,935 
Financial liabilities held at fair value through 
 profit or loss                                        13      68,373      66,974 
Derivative financial instruments                   13, 14      71,533      48,484 
Debt securities in issue                           13, 22      55,550      53,025 
Other liabilities                                      23      47,904      41,583 
Current tax liabilities                                10         660         703 
Accruals and deferred income                                    4,546       5,369 
Subordinated liabilities and other borrowed 
 funds                                             13, 27      16,654      16,207 
Deferred tax liabilities                               10         695         611 
Provisions for liabilities and charges                 24         466         449 
Retirement benefit obligations                         30         443         469 
Liabilities included in disposal groups held 
 for sale                                              21           -           9 
-------------------------------------------------  ------  ----------  ---------- 
Total liabilities                                             738,321     669,737 
-------------------------------------------------  ------  ----------  ---------- 
 
Equity 
Share capital and share premium account                28       7,058       7,078 
Other reserves                                                 12,688      11,685 
Retained earnings                                              26,140      26,072 
-------------------------------------------------  ------  ----------  ---------- 
Total parent company shareholders' equity                      45,886      44,835 
Other equity instruments                               28       4,518       5,513 
-------------------------------------------------  ------  ----------  ---------- 
Total equity excluding non-controlling interests               50,404      50,348 
Non-controlling interests                              29         325         313 
-------------------------------------------------  ------  ----------  ---------- 
Total equity                                                   50,729      50,661 
-------------------------------------------------  ------  ----------  ---------- 
Total equity and liabilities                                  789,050     720,398 
-------------------------------------------------  ------  ----------  ---------- 
 

The notes form an integral part of these financial statements.

These financial statements were approved by the Board of directors and authorised for issue on 25 February 2021 and signed on its behalf by:

José Viñals Bill Winters Andy Halford

Chairman Group Chief Executive Group Chief Financial Officer

Consolidated statement of changes in equity

For the year ended 31 December 2020

 
                                                                        Fair            Fair 
                Ordinary  Prefer-ence                                  value           value 
                   share        share                                through         through 
                 capital      capital                                  other           other 
                     and          and   Capital          Own  compre-hensive  compre-hensive      Cash                                  Parent 
                   share        share       and       credit          income          income      flow                                 company         Other 
                 premium      premium    merger  adjust-ment         reserve         reserve     hedge  Trans-lation  Retained  share-holders'        equity  Non-controlling 
                 account      account  reserves      reserve          - debt        - equity   reserve       reserve  earnings          equity  instru-ments        interests     Total 
                $million     $million  $million     $million        $million        $million  $million      $million  $million        $million      $million         $million  $million 
--------------  --------  -----------  --------  -----------  --------------  --------------  --------  ------------  --------  --------------  ------------  ---------------  -------- 
As at 1 
 January 2019      5,617        1,494   17,1291          412           (161)             120      (10)       (5,612)    26,129          45,118         4,961              273    50,352 
Profit for the 
 period                -            -         -            -               -               -         -             -     2,303           2,303             -               37     2,340 
Other 
 comprehensive 
 (loss)/income         -            -         -        (410)             358              30      (49)         (180)    (132)2           (383)             -             (17)     (400) 
Distributions          -            -         -            -               -               -         -             -         -               -             -             (35)      (35) 
Shares issued, 
 net 
 of expenses3         25            -         -            -               -               -         -             -         -              25             -                -        25 
Other equity 
 instruments 
 issued, net 
 of expenses           -            -         -            -               -               -         -             -         -               -           552                -       552 
Treasury 
 shares 
 purchased             -            -         -            -               -               -         -             -     (206)           (206)             -                -     (206) 
Treasury 
 shares issued         -            -         -            -               -               -         -             -         7               7             -                -         7 
Share option 
 expense               -            -         -            -               -               -         -             -       139             139             -                -       139 
Dividends on 
 ordinary 
 shares                -            -         -            -               -               -         -             -     (720)           (720)             -                -     (720) 
Dividends on 
 preference 
 shares and 
 AT1 
 securities            -            -         -            -               -               -         -             -     (448)           (448)             -                -     (448) 
Share 
 buy-back4          (58)            -        58            -               -               -         -             -   (1,006)         (1,006)             -                -   (1,006) 
Other 
 movements             -            -         -            -               -               -         -             -        65               6             -              556        61 
--------------  --------  -----------  --------  -----------  --------------  --------------  --------  ------------  --------  --------------  ------------  ---------------  -------- 
As at 31 
 December 
 2019              5,584        1,494    17,187            2             197             150      (59)       (5,792)    26,072          44,835         5,513              313    50,661 
--------------  --------  -----------  --------  -----------  --------------  --------------  --------  ------------  --------  --------------  ------------  ---------------  -------- 
Profit for the 
 period                -            -         -            -               -               -         -             -       724             724             -               27       751 
Other 
 comprehensive 
 (loss)/income         -            -         -         (54)             332             (2)         7           631       112             925             -             (12)       913 
Distributions          -            -         -            -               -               -         -             -         -               -             -             (20)      (20) 
Other equity 
 instruments 
 issued, net 
 of expenses           -            -         -            -               -               -         -             -         -               -           992                -       992 
Redemption of 
 other 
 equity 
 instruments           -            -         -            -               -               -         -             -      (13)            (13)       (1,987)                -   (2,000) 
Treasury 
 shares 
 purchased             -            -         -            -               -               -         -             -      (98)            (98)             -                -      (98) 
Treasury 
 shares issued         -            -         -            -               -               -         -             -         8               8             -                -         8 
Share option 
 expense               -            -         -            -               -               -         -             -       133             133             -                -       133 
Dividends on 
 preference 
 shares and 
 AT1 
 securities            -            -         -            -               -               -         -             -     (395)           (395)             -                -     (395) 
Share 
 buy-back7          (20)            -        20            -               -               -         -             -     (242)           (242)             -                -     (242) 
Other 
 movements             -            -         -            -               -               -         -            69     (60)8               9             -              179        26 
--------------  --------  -----------  --------  -----------  --------------  --------------  --------  ------------  --------  --------------  ------------  ---------------  -------- 
As at 31 
 December 
 2020              5,564        1,494    17,207         (52)             529             148      (52)       (5,092)    26,140          45,886         4,518              325    50,729 
--------------  --------  -----------  --------  -----------  --------------  --------------  --------  ------------  --------  --------------  ------------  ---------------  -------- 
 

1 Includes capital reserve of $5 million, capital redemption reserve of $13 million and merger reserve of $17,111 million

2 Comprises actuarial gain, net of taxation $11 million and nil share from associates and joint ventures ($130 million actuarial loss and $2 million share of loss from associates and joint ventures for the year ending 31 December 2019)

3 Comprises share capital of shares issued to fulfil discretionary awards $1 million, share capital of shares issued to fulfil employee share save options $1 million (nil for the year ended 31 December 2020) and share premium of shares issued to fulfil employee Sharesave options exercised $23 million (nil for the year ended 31 December 2020)

4 On 1 May 2019, the Group commenced a share buy-back of its ordinary shares of $0.50 each up to a maximum consideration of $1,000 million. Nominal value of share purchases is $58 million for the year ended 31 December 2019 and the total consideration paid was $1,006 million which includes share buyback expenses

of $6 million. The total number of shares purchased was 116,103,483 representing 3.51 per cent of the ordinary shares in issue. The nominal value of the shares was transferred from the share capital to the capital redemption reserve account

5 Comprises $10 million disposal of non-controlling interest of Phoon Huat Pte Ltd offset by $4 million withholding tax on capitalisation of revenue reserves for Standard Chartered Bank Ghana Limited

6 Comprises $72 million of non-controlling interest in Mox Bank Limited offset by $17 million disposal of non-controlling interest in Phoon Huat Pte Ltd, Sirat Holdings Limited and Ori Private Limited

7 On 28 February 2020, the Group announced the buy-back programme for a share buy-back of its ordinary shares of $0.50 each. Nominal value of share purchases was $20 million, and the total consideration paid was $242 million. The total number of shares purchased was 40,029,585 representing 1.25 per cent of the ordinary shares in issue. The nominal value of the shares was transferred from the share capital to the capital redemption reserve account. On 31 March 2020, the Group announced that, in response to a request from the Prudential Regulation Authority and as a consequence of the unprecedented challenges facing the world due to the COVID-19 pandemic, its board had decided after careful consideration to withdraw the recommendation to pay a final dividend for 2019 of 20 cents per ordinary share, and to suspend the buy-back programme

8 Includes $69 million related to prior period adjustments to reclass FX movements from translation reserve to retained earnings ($45 million related to FX movements of the hedging instruments for net investment hedges and $24 million related to FX movements for monetary items, which were considered structural positions), and $9 million increase related to revenue reserves of PT Bank Permata Tbk

9 $17 million movement related to non-controlling interest from Mox Bank Limited

Note 28 includes a description of each reserve.

The notes form an integral part of these financial statements.

Cash flow statement

For the year ended 31 December 2020

 
                                                         Group                   Company 
----------------------------------------  -----  ----------------------   ---------------------- 
                                                       2020        2019         2020        2019 
                                          Notes    $million    $million     $million    $million 
----------------------------------------  -----  ----------  ----------   ----------  ---------- 
Cash flows from operating activities: 
Profit before taxation                                1,613       3,713          666      22,306 
  Adjustments for non-cash items 
   and other adjustments included 
   within income statement                   34       4,342       2,417           19    (16,760) 
  Change in operating assets                 34    (38,064)   (35,433)1      (8,451)     (5,473) 
  Change in operating liabilities            34      54,437      29,935        6,415     (4,182) 
  Contributions to defined benefit 
   schemes                                   30       (123)       (137)            -           - 
  UK and overseas taxes paid                 10       (971)     (1,421)            3           - 
----------------------------------------  -----  ----------  ----------   ----------  ---------- 
Net cash from/(used in) operating 
 activities                                          21,234      (926)1      (1,348)     (4,109) 
----------------------------------------  -----  ----------  ----------   ----------  ---------- 
Cash flows from investing activities: 
  Purchase of property, plant 
   and equipment                             18     (1,270)      (518)1            -           - 
  Disposal of property, plant 
   and equipment                                        178        5661            -           - 
  Acquisition of investment in 
   subsidiaries, associates, and 
   joint ventures, net of cash 
   acquired                                  32        (52)           -            -           - 
  Dividends received from subsidiaries, 
   associates and joint ventures             32           -           3        1,110       4,494 
  Disposal of joint ventures, 
   net of cash acquired                               1,066           -            -           - 
  Purchase of investment securities               (285,026)   (259,473)            -     (7,583) 
  Disposal and maturity of investment 
   securities                                       280,626     241,600        2,590       1,065 
----------------------------------------  -----  ----------  ----------   ----------  ---------- 
Net cash (used in)/from investing 
 activities                                         (4,478)    (17,822)        3,700     (2,024) 
----------------------------------------  -----  ----------  ----------   ----------  ---------- 
Cash flows from financing activities: 
  Issue of ordinary and preference 
   share capital, 
   net of expenses                           28           -          25            -          25 
  Exercise of share options                               8           7            8           7 
  Purchase of own shares                               (98)       (206)         (98)       (206) 
  Cancellation of shares including 
   share buy-back                                     (242)     (1,006)        (242)     (1,006) 
  Premises and equipment lease 
   liability principal payment                        (319)       (332)            -           - 
  Issue of AT1 capital, net of 
   expenses                                  28         992         552          990         552 
  Redemption of Tier 1 capital               28     (2,000)           -      (2,000)           - 
  Gross proceeds from issue of 
   subordinated liabilities                  34       2,473       1,000        2,473       1,000 
  Interest paid on subordinated 
   liabilities                               34       (601)       (603)        (537)       (547) 
  Repayment of subordinated liabilities      34     (2,446)        (23)      (1,402)           - 
  Proceeds from issue of senior 
   debts                                     34       9,953       9,169        2,193       6,012 
  Repayment of senior debts                  34     (4,305)     (7,692)      (2,106)     (3,780) 
  Interest paid on senior debts              34       (627)       (797)        (575)       (740) 
  Investment from non-controlling 
   interests                                              -          56            -           - 
  Dividends paid to non-controlling 
   interests, preference shareholders 
   and AT1 securities                                 (415)       (483)        (395)       (448) 
  Dividends paid to ordinary 
   shareholders                                           -       (720)            -       (720) 
----------------------------------------  -----  ----------  ----------   ----------  ---------- 
Net cash from/(used in) financing 
 activities                                           2,373     (1,053)      (1,691)         149 
----------------------------------------  -----  ----------  ----------   ----------  ---------- 
Net increase/(decrease) in 
 cash and cash equivalents                           19,129    (19,801)          661     (5,984) 
  Cash and cash equivalents at 
   beginning of the year                             77,454      97,500       11,622      17,606 
  Effect of exchange rate movements 
   on cash and cash equivalents                       1,291       (245)            -           - 
----------------------------------------  -----  ----------  ----------   ----------  ---------- 
Cash and cash equivalents at 
 end of the year                             35      97,874      77,454       12,283      11,622 
----------------------------------------  -----  ----------  ----------   ----------  ---------- 
 

1 Aircraft and shipping purchases and disposals re-presented as cash flows from investing activities

Contents - Notes to the financial statements

 
Section                         Note 
------------------------------  ----  ----------------------------------------------- 
Basis of preparation            1     Accounting policies 
------------------------------  ----  ----------------------------------------------- 
Performance/return              2     Segmental information 
------------------------------ 
                                3     Net interest income 
------------------------------ 
                                4     Net fees and commission 
                                5     Net trading income 
                                6     Other operating income 
                                7     Operating expenses 
                                8     Credit impairment 
                                9     Goodwill, property, plant and equipment 
                                       and other impairment 
                                10    Taxation 
                                11    Dividends 
                                12    Earnings per ordinary share 
------------------------------  ----  ----------------------------------------------- 
Assets and liabilities          13    Financial instruments 
 held at fair value 
------------------------------ 
                                14    Derivative financial instruments 
------------------------------  ----  ----------------------------------------------- 
Financial instruments held      15    Loans and advances to banks and customers 
 at amortised cost 
------------------------------ 
                                16    Reverse repurchase and repurchase agreements 
                                       including other similar lending and borrowing 
------------------------------  ----  ----------------------------------------------- 
Other assets and investments    17    Goodwill and intangible assets 
------------------------------ 
                                18    Property, plant and equipment 
------------------------------ 
                                19    Leased assets 
                                20    Other assets 
                                21    Assets held for sale and associated liabilities 
------------------------------  ----  ----------------------------------------------- 
Funding, accruals, provisions,  22    Debt securities in issue 
 contingent liabilities 
 and legal proceedings 
------------------------------ 
                                23    Other liabilities 
------------------------------ 
                                24    Provisions for liabilities and charges 
                                25    Contingent liabilities and commitments 
                                26    Legal and regulatory matters 
------------------------------  ----  ----------------------------------------------- 
Capital instruments, equity     27    Subordinated liabilities and other borrowed 
 and reserves                          funds 
------------------------------ 
                                28    Share capital, other equity instruments 
                                       and reserves 
------------------------------ 
                                29    Non-controlling interests 
------------------------------  ----  ----------------------------------------------- 
Employee benefits               30    Retirement benefit obligations 
------------------------------ 
                                31    Share-based payments 
------------------------------  ----  ----------------------------------------------- 
Scope of consolidation          32    Investments in subsidiary undertakings, 
                                       joint ventures and associates 
------------------------------ 
                                33    Structured entities 
------------------------------  ----  ----------------------------------------------- 
Cash flow statement             34    Cash flow statement 
------------------------------ 
                                35    Cash and cash equivalents 
------------------------------  ----  ----------------------------------------------- 
Other disclosure matters        36    Related party transactions 
------------------------------ 
                                37    Post balance sheet events 
------------------------------ 
                                38    Auditor's remuneration 
                                39    Standard Chartered PLC (Company) 
                                40    Related undertakings of the Group 
------------------------------  ----  ----------------------------------------------- 
 

Notes to the financial statements

1. Accounting policies

Statement of compliance

The Group financial statements consolidate Standard Chartered PLC (the Company) and its subsidiaries (together referred to as the Group) and equity account the Group's interests in associates and jointly controlled entities. The parent company financial statements present information about the Company as a separate entity.

The Group financial statements have been prepared and approved by the directors in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and with International Financial Reporting Standards (IFRS) adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union (EU IFRS). As the Group has early adopted 'Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate Benchmark Reform - Phase 2', which have been endorsed by the EU and UK in January 2021 (see 'New accounting standards adopted by the Group' below), the Group has applied international accounting standards which have been adopted for use within the UK.

The Company financial statements have been prepared and approved by the directors in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006. The Company has taken advantage of the exemption in section 408 of the Companies Act 2006 not to present its individual statement of comprehensive income and related notes that form a part of these financial statements..

The following parts of the Risk review and Capital review form part of these financial statements:

a) Risk review: Disclosures marked as 'audited' from the start of the Credit Risk section to the end of Other principal risks in the same section.

b) Capital review: Tables marked as 'audited' from the start of 'CRD Capital base' to the end of 'Movement in total capital', excluding 'Total risk-weighted assets'.

Basis of preparation

The consolidated and Company financial statements have been prepared on a going concern basis and under the historical cost convention, as modified by the revaluation of cash-settled share-based payments, fair value through other comprehensive income, and financial assets and liabilities (including derivatives) at fair value through profit or loss.

The consolidated financial statements are presented in United States dollars ($), being the presentation currency of the Group and functional currency of the Company, and all values are rounded to the nearest million dollars, except when otherwise indicated.

Significant accounting estimates and judgements

In determining the carrying amounts of certain assets and liabilities, the Group makes assumptions of the effects of uncertain future events on those assets and liabilities at the balance sheet date. The Group's estimates and assumptions are based on historical experience and expectation of future events and are reviewed periodically. Further information about key assumptions concerning the future, and other key sources of estimation uncertainty and judgement, are set out in the relevant disclosure notes for the following areas:

-- Credit impairment, including evaluation of management overlays and post-model adjustments, and determination of probability weightings for Stage 3 individually assessed provisions (Note 8)

-- Taxation (Note 10)

-- Financial instruments measured at fair value (Note 13)

-- Goodwill impairment (Note 17)

-- Recoverable amounts for aircraft operating lease assets (Note 18)

-- Provisions for liabilities and charges (Note 24)

-- Investments in subsidiary undertakings, joint ventures and associates (Note 32)

IFRS and Hong Kong accounting requirements

As required by the Hong Kong Listing Rules, an explanation of the differences in accounting practices between EU IFRS and Hong Kong Financial Reporting Standards is required to be disclosed. There would be no significant differences had these accounts been prepared in accordance with Hong Kong Financial Reporting Standards.

Comparatives

Certain comparatives have been restated in line with current year disclosures. Details of these changes are set out in the relevant sections and notes below:

-- Note 2 Segmental information

-- Note 13 Financial instruments

-- Note 19 Leased assets

-- Note 25 Contingent liabilities and commitments

New accounting standards adopted by the Group

Interest Rate Benchmark Reform - Phase 2 amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16

In August 2020 the IASB published the second phase of its amendments to IFRS concerning the global initiative to replace or reform Interbank Offered Rates (IBORs) that are used to determine interest cash flows on financial instruments such as loans to customers, debt securities and derivatives. These amendments were endorsed by the EU on 14 January 2021 and by the UK Secretary of State for Business, Energy and Industrial Strategy on 5 January 2021. Phase 2 focuses on issues expected to affect financial reporting when an existing IBOR is replaced with an alternative risk-free rate (RFR). The Group has elected to early adopt the Phase 2 amendments for the year ended 31 December 2020.

The first phase of amendments were early-adopted for the year ended 31 December 2019 (refer to pages 263 to 264 in the 2019 Annual Report), and continue to be in force until there is no longer uncertainty over the cash flows of both the hedged item and hedging instrument.

The Phase 2 amendments contain a practical expedient, which requires changes to the basis for determining contractual cash flows as a direct result of interest rate benchmark reform to be treated as a change in floating interest rate, provided that the transition from the IBOR benchmark to the alternative RFR takes place on an economically equivalent basis. This may include the addition of a fixed spread to compensate for a basis difference between the existing IBOR benchmark and alternative RFR, changes to reset period, reset dates or number of days between coupon payment dates that are necessary to effect reform of an IBOR benchmark and the addition of any fallback provision to the contractual terms of a financial instrument that allow any of the above changes to be made.

Any other change to contractual terms would be assessed under the Group's accounting policies for loan modifications, including an assessment of whether derecognition of the original instrument is required.

The amendments also provide reliefs which allow the Group to change hedge designations and corresponding documentation without the hedge relationship being discontinued. These include the ability to:

-- Redefine the description of the hedged item and/or hedging instrument

-- Redefine the hedged risk to reference an alternative RFR

-- Change the method for assessing hedge effectiveness due to modifications required by IBOR reform

-- Elect, on a hedge-by-hedge basis, to reset the cumulative fair value changes in the assessment of retrospective hedge effectiveness to zero

A hedge designation may be modified more than once, each time a relationship is affected as a direct result of IBOR reform (for example, if the hedged item and hedging instrument are repapered into the alternative RFR at different times).

Where an alternative RFR designated as a non-contractually specified risk portion is not separately identifiable (i.e. fair value hedge of a fixed-rate debt instrument), the Group may assume that the alternative RFR is deemed to have met that requirement provided it reasonably expected the alternative RFR will be separately identifiable within 24 months.

The 24-month period begins individually for each benchmark, but if it is subsequently assessed that the alternative RFR is no longer expected to be separately identifiable within 24 months of the first hedge designation of a benchmark, then all hedges for that benchmark are discontinued prospectively.

Disclosures required under these amendments may be found in the Emerging Risks section and in Notes 13 and 14.

Amendments to IFRS 16: COVID-19-related Rent Concessions

In May 2020 the IASB issued amendments to IFRS 16 Leases, which were endorsed by the EU on 12 October 2020. The amendments are effective for annual reporting periods beginning on or after 1 June 2020, but the Group has elected to early adopt the amendments for the year ended 31 December 2020.

The amendments provide lessees of premises and equipment a practical expedient that permits them not to assess whether a rent concession granted as a direct consequence of the COVID-19 pandemic is accounted for as a lease modification. Entities may therefore account for such rent concessions by reducing the lease liability by the value of the concession, with a corresponding gain recorded in Other income. A rent concession is only deemed a direct consequence of COVID-19 if all the following criteria are met:

-- A change in lease payments results in revised consideration for the lease that is substantially the same as, or less than, the consideration for the lease immediately preceding the change;

-- Any reduction in lease payments affects only payments originally due up to and including 30 June 2021 (this includes the case where the change results in reduced lease payments before this date and increased lease payments after this date); and

-- There is no substantive change to other terms and conditions of the lease

The amendments have not had a material effect on the Group's financial statements, and do not result in any adjustment to opening retained earnings as of 1 January 2020.

Amendments to IFRS 3: Definition of a Business

In October 2018, the IASB issued amendments to the definition of a business in IFRS 3 Business Combinations, which were endorsed by the EU in April 2020. The amendments are effective for annual reporting periods beginning on or after 1 January 2020 and apply prospectively. The amendments:

-- Clarify the minimum requirements for a business;

-- Remove the assessment of whether market participants are capable of replacing any missing elements;

-- Add guidance to help entities assess whether an acquired process is substantive;

-- Narrow the definitions of a business and of outputs; and

-- Introduce an optional fair value concentration test

These amendments do not have a material effect on these financial statements as no transactions in scope of IFRS 3 have occurred during the period and no adjustment is required to opening retained earnings.

Conceptual Framework for Financial Reporting

In March 2018 the IASB published a revised Conceptual Framework for Financial Reporting, often referred to as the 'Conceptual Framework', applicable to IFRS preparers for annual periods beginning on or after 1 January 2020. The Conceptual Framework provides guidance to preparers on determining accounting policies where no specific IFRS or IAS standard applies to a particular transaction or where a standard allows for an accounting policy choice. It includes limited revisions of definitions of an asset and a liability, as well as new guidance on measurement and derecognition, presentation and disclosure. The concept of prudence has been reintroduced with the statement that prudence supports neutrality. The Conceptual Framework is not an IFRS standard and does not replace any specific standards. The changes in the Conceptual Framework are not considered material to the Group since all of the Group's significant accounting policies are derived from specific IFRS or IAS standards.

Amendments to IAS 1 and IAS 8: Definition of Material

In October 2018 the IASB issued amendments to IAS 1 Presentation of Financial Statements and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors ('the amendments'), applicable to IFRS preparers for annual periods beginning on or after 1 January 2020. The purpose is to align the definition of 'material' across the standards and to clarify certain aspects of the definition. Information is 'material' if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general-purpose financial statements make on the basis of those financial statements, which provide financial information about a specific reporting entity. The revised definition is already aligned to how the Group assesses whether the effect of a change in accounting policy, change in accounting estimate or error would be considered 'material' to the primary users of the Group's financial statements, hence these amendments have no specific effect on the preparation of these financial statements and are not expected to affect the preparation of future financial statements.

New accounting standards in issue but not yet effective

IFRS 17 Insurance Contracts

IFRS 17 Insurance Contracts was issued in May 2017 to replace IFRS 4 Insurance Contracts and to establish a comprehensive standard for inceptors of insurance policies. The effective date has been deferred to 1 January 2023. The Group is assessing the likely implementation impact on adopting the standards on its financial statements.

Amendments to IFRS 9 Financial Instruments: Fees in the'10 per cent' test for derecognition of financial liabilities

In May 2020 the IASB published its 2018-2020 annual improvements process which provides non-urgent but necessary amendments to IFRS. This publication included changes to IFRS 9 that will be effective prospectively from 1 January 2022, with early adoption permitted. Under these amendments, when assessing changes in terms of a financial liability, the only fees considered in the assessment of whether the terms of a new or modified financial liability are substantially different (i.e. a change in present value of more than 10 per cent) from the terms of the original financial liability are fees paid or received between the borrower or lender. This includes fees paid or received by either the borrower or lender on the other's behalf. The effect of these amendments is not expected to be material to the Group's financial statements.

Going concern

These financial statements were approved by the Board of directors on 25 February 2021. The directors have made an assessment of the Group's ability to continue as a going concern. This assessment has been made having considered the impact of COVID-19, macroeconomic and geopolitical headwinds, including:

-- A review of the Group Strategy and Corporate Plan, both of which cover a year from the date of signing the annual report

-- An assessment of the actual performance to date, loan book quality, credit impairment, legal, regulatory and compliance matters, and the updated annual budget

-- Consideration of stress testing performed, including a bespoke COVID-19 stress test with scenario analysis focused on mild, moderate, severe and extreme variants across the Group's footprint markets to ensure that the Group has sufficient capital to withstand this shock. Under a range of scenarios, the results of these stress tests demonstrate that the Group has sufficient capital and liquidity to continue as a going concern and meet minimum regulatory capital and liquidity requirements

-- Analysis of the capital, funding and liquidity position of the Group, including the capital and leverage ratios, and ICAAP which summarises the Group's capital and risk assessment processes, assesses its capital requirements and the adequacy of resources to meet them. Further, funding and liquidity was considered in the context of the risk appetite metrics, including the ADR and LCR ratios

-- The Group's Internal Liquidity Adequacy Assessment Process (ILAAP), which considers the Group's liquidity position, its framework and whether sufficient liquidity resources are being maintained to meet liabilities as they fall due, was also reviewed

-- The level of debt in issue, including redemptions and issuances during the year, debt falling due for repayment in the next 12 months and further planned debt issuances, including the appetite in the market for the Group's debt.

-- A detailed review of all principal and emerging risks

Based on the analysis performed, the directors confirm they are satisfied that the Group has adequate resources to continue in business for a period of at least 12 months from the date of approval of these financial statements. For this reason, the Group continues to adopt the going concern basis of accounting for preparing the financial statements.

2. Segmental information

The Group's segmental reporting is in accordance with IFRS 8 Operating Segments and is reported consistently with the internal performance framework and as presented to the Group's Management Team. The four client segments are: Corporate & Institutional Banking, Retail Banking, Commercial Banking, and Private Banking. The four geographic regions are: Greater China & North Asia, ASEAN & South Asia, Africa & Middle East, and Europe & Americas. Activities not directly related to a client segment and/or geographic region are included in Central & other items. These mainly include Corporate Centre costs, treasury activities, certain strategic investments and the UK bank levy.

The following should also be noted:

-- Transactions and funding between the segments are carried out on an arm's-length basis

-- Corporate Centre costs represent stewardship and central management services roles and activities that are not directly attributable to business or country operations

-- Treasury markets, joint ventures and associate investments are managed in the regions and are included within the applicable region. However, they are not managed directly by a client segment and are therefore included in the Central & other items segment

-- In addition to treasury activities, Corporate Centre costs and other Group-related functions, Central & other items for regions includes globally run businesses or activities that are managed by the client segments but not directly by geographic management. These include Principal Finance and Portfolio Management

-- The Group allocated central costs (excluding Corporate Centre costs) relating to client segments and geographic regions using appropriate business drivers (such as in proportion to the direct cost base of each segment before allocation of indirect costs) and these are reported within operating expenses

-- The segmental and regional results reported for 2020 do not reflect changes made to the Group organisation in January 2021 as discussed in the Strategic Report. The Group's segmental and regional results will start to reflect those organisational changes in 2021.

Basis of preparation

The analysis reflects how the client segments and geographic regions are managed internally. This is described as the Management View (on an underlying basis) and is principally the location from which a client relationship is managed, which may differ from where it is financially booked and may be shared between businesses and/or regions. In certain instances this approach is not appropriate and a Financial View is disclosed, that is, the location in which the transaction or balance was booked. Typically, the Financial View is used in areas such as the Market and Liquidity Risk reviews where actual booking location is more important for an assessment. Segmental information is therefore on a Management View unless otherwise stated.

Restructuring items excluded from underlying results

The Group's statutory performance is adjusted for profits or losses of a capital nature, amounts consequent to investment transactions driven by strategic intent, other infrequent and/or exceptional transactions that are significant or material in the context of the Group's normal business earnings for the period and items which management and investors would ordinarily identify separately when assessing underlying performance period-by period.

Restructuring charges of $382 million for 2020 is broadly split evenly between actions to exit the Group's discontinued businesses, primarily ship leasing and principal finance, and actions to transform the organisation to improve productivity, primarily redundancy related charges. Charges related to restructuring increased 50% due to the significant decline in income from discontinued businesses, including negative movements in the valuation of principal finance investments.

The goodwill impairment of $489 million reflects writing off all goodwill relating to the Group's businesses in India, UAE, Indonesia and Brunei. This was primarily due to lower forward-looking cash flows, lower economic growth forecasts and higher discount rates reflecting lower interest rate environments.

Other restructuring items also include a $43 million dilution loss following the initial public offering of the Group's associate in China Bohai Bank. Charges related to other items reduced 86% primarily due to the regulatory provisions booked in the prior year.

Reconciliations between underlying and statutory results are set out in the tables below:

Profit before taxation (PBT)

 
                                                                     2020 
----------------------  ---------------------------------------------------------------------------------------------- 
                                                                                                      Share 
                                                                                                         of 
                                                                                                    profits 
                                                                          Net loss                       of 
                                                                     on businesses                  PT Bank 
                                          Provision                      disposed/                  Permata 
                                     for regulatory                           held     Goodwill   Tbk joint 
                        Underlying          matters  Restructuring        for sale   impairment     venture  Statutory 
                          $million         $million       $million        $million     $million    $million   $million 
----------------------  ----------  ---------------  -------------  --------------  -----------  ----------  --------- 
Operating income            14,765                -             27            (38)            -           -     14,754 
Operating expenses        (10,142)               14          (252)               -            -           -   (10,380) 
----------------------  ----------  ---------------  -------------  --------------  -----------  ----------  --------- 
Operating 
 profit/(loss) before 
 impairment losses and 
 taxation                    4,623               14          (225)            (38)            -           -      4,374 
Credit impairment          (2,294)                -           (31)               -            -           -    (2,325) 
Other impairment                15                -          (113)               -        (489)           -      (587) 
Profit from associates 
 and 
 joint ventures                164                -           (13)               -            -           -        151 
----------------------  ----------  ---------------  -------------  --------------  -----------  ----------  --------- 
Profit/(loss) before 
 taxation                    2,508               14          (382)            (38)        (489)           -      1,613 
----------------------  ----------  ---------------  -------------  --------------  -----------  ----------  --------- 
 
 
                                                                     2019 
----------------------  ---------------------------------------------------------------------------------------------- 
                                                                                                      Share 
                                                                                                         of 
                                                                                                    profits 
                                                                          Net loss                       of 
                                                                     on businesses                  PT Bank 
                                          Provision                      disposed/                  Permata 
                                     for regulatory                           held     Goodwill   Tbk joint 
                        Underlying          matters  Restructuring        for sale   impairment     venture  Statutory 
                          $million         $million       $million        $million     $million    $million   $million 
----------------------  ----------  ---------------  -------------  --------------  -----------  ----------  --------- 
Operating income            15,271                -            146               -            -           -     15,417 
Operating expenses        (10,409)            (226)          (298)               -            -           -   (10,933) 
----------------------  ----------  ---------------  -------------  --------------  -----------  ----------  --------- 
Operating 
 profit/(loss) before 
 impairment losses and 
 taxation                    4,862            (226)          (152)               -            -           -      4,484 
Credit impairment            (906)                -            (2)               -            -           -      (908) 
Other impairment              (38)                -           (98)               -         (27)           -      (163) 
Profit from associates 
 and 
 joint ventures                254                -            (2)               -            -          48        300 
----------------------  ----------  ---------------  -------------  --------------  -----------  ----------  --------- 
Profit/(loss) before 
 taxation                    4,172            (226)          (254)               -         (27)          48      3,713 
----------------------  ----------  ---------------  -------------  --------------  -----------  ----------  --------- 
 

Underlying performance by client segment

 
                                                                   2020 
-------------------------------  ------------------------------------------------------------------------ 
                                                                                       Central 
                                        Corporate                                            & 
                                  & Institutional     Retail  Commercial    Private      other 
                                          Banking    Banking     Banking    Banking      items      Total 
                                         $million   $million    $million   $million   $million   $million 
-------------------------------  ----------------  ---------  ----------  ---------  ---------  --------- 
Operating income                            7,214      5,013       1,409        540        589     14,765 
                                 ----------------  ---------  ----------  ---------  ---------  --------- 
  External                                  7,083      4,322       1,320        374      1,666     14,765 
  Inter-segment                               131        691          89        166    (1,077)          - 
                                 ----------------  ---------  ----------  ---------  ---------  --------- 
Operating expenses                        (4,178)    (3,701)       (878)      (476)      (909)   (10,142) 
-------------------------------  ----------------  ---------  ----------  ---------  ---------  --------- 
Operating profit/(loss) 
 before impairment losses 
 and taxation                               3,036      1,312         531         64      (320)      4,623 
Credit impairment                         (1,237)      (715)       (316)        (2)       (24)    (2,294) 
Other impairment                               42       (10)         (1)          -       (16)         15 
Profit from associates 
 and joint ventures                             -          -           -          -        164        164 
-------------------------------  ----------------  ---------  ----------  ---------  ---------  --------- 
Underlying profit/(loss) 
 before taxation                            1,841        587         214         62      (196)      2,508 
Restructuring                               (164)       (50)        (57)       (11)      (100)      (382) 
Goodwill impairment 
 & other items                                  -          -           -          -      (513)      (513) 
-------------------------------  ----------------  ---------  ----------  ---------  ---------  --------- 
Statutory profit/(loss) 
 before taxation                            1,677        537         157         51      (809)      1,613 
-------------------------------  ----------------  ---------  ----------  ---------  ---------  --------- 
Total assets                              355,401    118,067      32,902     13,716    268,964    789,050 
  Of which: loans and 
   advances 
   to customers2                          160,629    115,611      27,342     13,619     19,075    336,276 
                                 ----------------  ---------  ----------  ---------  ---------  --------- 
     loans and advances to 
      customers                           109,043    115,476      24,498     13,619     19,063    281,699 
     loans held at fair value 
      through 
      profit or loss                       51,586        135       2,844          -         12     54,577 
                                 ----------------  ---------  ----------  ---------  ---------  --------- 
Total liabilities                         429,239    158,827      51,803     18,882     79,570    738,321 
  Of which: customer accounts2            262,201    154,831      48,578     18,675      7,869    492,154 
-------------------------------  ----------------  ---------  ----------  ---------  ---------  --------- 
 
 
                                                            2019 (Restated)(1) 
-------------------------------  ------------------------------------------------------------------------ 
                                                                                       Central 
                                        Corporate                                            & 
                                  & Institutional     Retail  Commercial    Private      other 
                                          Banking    Banking     Banking    Banking      items      Total 
                                         $million   $million    $million   $million   $million   $million 
-------------------------------  ----------------  ---------  ----------  ---------  ---------  --------- 
Operating income                            7,074      5,186       1,574        577        860     15,271 
                                 ----------------  ---------  ----------  ---------  ---------  --------- 
  External                                  7,264      4,236       1,618        329      1,824     15,271 
  Inter-segment                             (190)        950        (44)        248      (964)          - 
                                 ----------------  ---------  ----------  ---------  ---------  --------- 
Operating expenses                        (4,310)    (3,759)       (953)      (514)      (873)   (10,409) 
-------------------------------  ----------------  ---------  ----------  ---------  ---------  --------- 
Operating profit/(loss) 
 before impairment losses 
 and taxation                               2,764      1,427         621         63       (13)      4,862 
Credit impairment                           (475)      (336)       (122)         31        (4)      (906) 
Other impairment                             (32)          2           -          -        (8)       (38) 
Profit from associates 
 and joint ventures                             -          -           -          -        254        254 
-------------------------------  ----------------  ---------  ----------  ---------  ---------  --------- 
Underlying profit before 
 taxation                                   2,257      1,093         499         94        229      4,172 
Restructuring                               (110)       (63)        (11)       (11)       (59)      (254) 
Goodwill impairment 
 & other items                                  -          -           -          -      (205)      (205) 
-------------------------------  ----------------  ---------  ----------  ---------  ---------  --------- 
Statutory profit/(loss) 
 before taxation                            2,147      1,030         488         83       (35)      3,713 
-------------------------------  ----------------  ---------  ----------  ---------  ---------  --------- 
Total assets                              326,565    109,368      33,978     14,922    235,565    720,398 
  Of which: loans and 
   advances 
   to customers2                          153,884    107,140      28,831     14,821     10,078    314,754 
                                 ----------------  ---------  ----------  ---------  ---------  --------- 
     loans and advances to 
      customers                           108,746    106,902      27,978     14,821     10,076    268,523 
     loans held at fair value 
      through 
      profit or loss                       45,138        238         853          -          2     46,231 
                                 ----------------  ---------  ----------  ---------  ---------  --------- 
Total liabilities                         387,561    148,413      41,628     18,480     73,655    669,737 
  Of which: customer accounts2            243,269    144,760      38,847     18,424      7,433    452,733 
-------------------------------  ----------------  ---------  ----------  ---------  ---------  --------- 
 

1 Following a reorganisation of certain clients, there has been a reclassification of balances across client segments

2 Loans and advances to customers includes FVTPL and customer accounts includes FVTPL and repurchase agreements

Operating income by client segment

 
                                                         2020 
---------------------  ------------------------------------------------------------------------ 
                                                                             Central 
                              Corporate                                            & 
                        & Institutional     Retail  Commercial    Private      other 
                                Banking    Banking     Banking    Banking      items      Total 
                               $million   $million    $million   $million   $million   $million 
---------------------  ----------------  ---------  ----------  ---------  ---------  --------- 
Underlying operating 
 income                           7,214      5,013       1,409        540        589     14,765 
Restructuring                        11          -          29          -       (13)         27 
Other items                           -          -           -          -       (38)       (38) 
---------------------  ----------------  ---------  ----------  ---------  ---------  --------- 
Statutory operating 
 income                           7,225      5,013       1,438        540        538     14,754 
---------------------  ----------------  ---------  ----------  ---------  ---------  --------- 
 
 
                                                  2019 (Restated)(1) 
---------------------  ------------------------------------------------------------------------ 
                                                                             Central 
                              Corporate                                            & 
                        & Institutional     Retail  Commercial    Private      other 
                                Banking    Banking     Banking    Banking      items      Total 
                               $million   $million    $million   $million   $million   $million 
---------------------  ----------------  ---------  ----------  ---------  ---------  --------- 
Underlying operating 
 income                           7,074      5,186       1,574        577        860     15,271 
Restructuring                       146          -           4          -        (4)        146 
Other items                           -          -           -          -          -          - 
---------------------  ----------------  ---------  ----------  ---------  ---------  --------- 
Statutory operating 
 income                           7,220      5,186       1,578        577        856     15,417 
---------------------  ----------------  ---------  ----------  ---------  ---------  --------- 
 

1 Following a reorganisation of certain clients, there has been a reclassification of balances across client segments

Underlying performance by region

 
                                                                2020 
-------------------------------  ------------------------------------------------------------------- 
                                                             Africa               Central 
                                     Greater    ASEAN &           &     Europe          & 
                                     China &      South      Middle          &      other 
                                  North Asia       Asia        East   Americas      items      Total 
                                    $million   $million    $million   $million   $million   $million 
-------------------------------  -----------  ---------  ----------  ---------  ---------  --------- 
Operating income                       6,016      4,366       2,364      1,922         97     14,765 
Operating expenses                   (3,739)    (2,618)     (1,683)    (1,383)      (719)   (10,142) 
-------------------------------  -----------  ---------  ----------  ---------  ---------  --------- 
Operating profit/(loss) 
 before impairment losses 
 and taxation                          2,277      1,748         681        539      (622)      4,623 
Credit impairment                      (352)    (1,132)       (654)      (161)          5    (2,294) 
Other impairment                        (53)        163        (14)          8       (89)         15 
Profit from associates 
 and joint ventures                      163          -           -          -          1        164 
-------------------------------  -----------  ---------  ----------  ---------  ---------  --------- 
Underlying profit/(loss) 
 before taxation                       2,035        779          13        386      (705)      2,508 
Restructuring                           (92)       (42)        (88)       (45)      (115)      (382) 
Goodwill impairment 
 & other items                          (43)          -           -          -      (470)      (513) 
-------------------------------  -----------  ---------  ----------  ---------  ---------  --------- 
Statutory profit/(loss) 
 before taxation                       1,900        737        (75)        341    (1,290)      1,613 
-------------------------------  -----------  ---------  ----------  ---------  ---------  --------- 
Total assets                         311,484    155,728      58,069    253,438     10,331    789,050 
  Of which: loans and 
   advances 
   to customers1                     151,879     87,213      29,413     67,771          -    336,276 
                                 -----------  ---------  ----------  ---------  ---------  --------- 
     loans and advances to 
      customers                      143,260     82,897      28,214     27,328          -    281,699 
     loans held at fair value 
      through 
      profit or loss                   8,619      4,316       1,199     40,443          -     54,577 
                                 -----------  ---------  ----------  ---------  ---------  --------- 
Total liabilities                    286,855    134,856      39,980    211,840     64,790    738,321 
  Of which: customer accounts1       231,456    103,167      32,106    125,425          -    492,154 
-------------------------------  -----------  ---------  ----------  ---------  ---------  --------- 
 
 
                                                                2019 
-------------------------------  ------------------------------------------------------------------- 
                                                             Africa               Central 
                                     Greater    ASEAN &           &     Europe          & 
                                     China &      South      Middle          &      other 
                                  North Asia       Asia        East   Americas      items      Total 
                                    $million   $million    $million   $million   $million   $million 
-------------------------------  -----------  ---------  ----------  ---------  ---------  --------- 
Operating income                       6,155      4,213       2,562      1,725        616     15,271 
Operating expenses                   (3,771)    (2,681)     (1,747)    (1,470)      (740)   (10,409) 
-------------------------------  -----------  ---------  ----------  ---------  ---------  --------- 
Operating profit/(loss) 
 before impairment losses 
 and taxation                          2,384      1,532         815        255      (124)      4,862 
Credit impairment                      (194)      (506)       (132)       (98)         24      (906) 
Other impairment                         (5)        (1)           1          -       (33)       (38) 
Profit from associates 
 and joint ventures                      247          -           -          -          7        254 
-------------------------------  -----------  ---------  ----------  ---------  ---------  --------- 
Underlying profit/(loss) 
 before taxation                       2,432      1,025         684        157      (126)      4,172 
Restructuring                          (138)       (34)        (18)       (34)       (30)      (254) 
Goodwill impairment 
 & other items                             -         48           -          -      (253)      (205) 
-------------------------------  -----------  ---------  ----------  ---------  ---------  --------- 
Statutory profit/(loss) 
 before taxation                       2,294      1,039         666        123      (409)      3,713 
-------------------------------  -----------  ---------  ----------  ---------  ---------  --------- 
Total assets                         277,704    149,785      59,828    220,579     12,502    720,398 
  Of which: loans and 
   advances 
   to customers1                     139,977     80,885      31,487     62,405          -    314,754 
                                 -----------  ---------  ----------  ---------  ---------  --------- 
     loans and advances to 
      customers                      134,066     78,229      29,940     26,288          -    268,523 
     loans held at fair value 
      through 
      profit or loss                   5,911      2,656       1,547     36,117          -     46,231 
                                 -----------  ---------  ----------  ---------  ---------  --------- 
Total liabilities                    249,004    126,213      36,144    218,794     39,582    669,737 
  Of which: customer accounts1       204,286     97,459      29,280    121,708          -    452,733 
-------------------------------  -----------  ---------  ----------  ---------  ---------  --------- 
 

1 Loans and advances to customers includes FVTPL and customer accounts includes FVTPL and repurchase agreements

Operating income by region

 
                                                      2020 
---------------------  ------------------------------------------------------------------- 
                                                   Africa               Central 
                           Greater    ASEAN &           &     Europe          & 
                           China &      South      Middle          &      other 
                        North Asia       Asia        East   Americas      items      Total 
                          $million   $million    $million   $million   $million   $million 
---------------------  -----------  ---------  ----------  ---------  ---------  --------- 
Underlying operating 
 income                      6,016      4,366       2,364      1,922         97     14,765 
Restructuring                   82        (4)         (2)          -       (49)         27 
Other items                   (43)          -           -          -          5       (38) 
---------------------  -----------  ---------  ----------  ---------  ---------  --------- 
Statutory operating 
 income                      6,055      4,362       2,362      1,922         53     14,754 
---------------------  -----------  ---------  ----------  ---------  ---------  --------- 
 
 
                                                      2019 
---------------------  ------------------------------------------------------------------- 
                                                   Africa               Central 
                           Greater    ASEAN &           &     Europe          & 
                           China &      South      Middle          &      other 
                        North Asia       Asia        East   Americas      items      Total 
                          $million   $million    $million   $million   $million   $million 
---------------------  -----------  ---------  ----------  ---------  ---------  --------- 
Underlying operating 
 income                      6,155      4,213       2,562      1,725        616     15,271 
Restructuring                   87        (2)           -          -         61        146 
Other items                      -          -           -          -          -          - 
---------------------  -----------  ---------  ----------  ---------  ---------  --------- 
Statutory operating 
 income                      6,242      4,211       2,562      1,725        677     15,417 
---------------------  -----------  ---------  ----------  ---------  ---------  --------- 
 

Additional segmental information (statutory)

 
                                                            2020 
------------------------  ------------------------------------------------------------------------ 
                                                                                Central 
                                 Corporate                                            & 
                           & Institutional     Retail  Commercial    Private      other 
                                   Banking    Banking     Banking    Banking      items      Total 
                                  $million   $million    $million   $million   $million   $million 
------------------------  ----------------  ---------  ----------  ---------  ---------  --------- 
Net interest income                  2,625      3,102         880        262       (17)      6,852 
Net fees and commission 
 income                              1,219      1,457         280        237       (33)      3,160 
Net trading and other 
 income                              3,381        454         278         41        588      4,742 
------------------------  ----------------  ---------  ----------  ---------  ---------  --------- 
Operating income                     7,225      5,013       1,438        540        538     14,754 
------------------------  ----------------  ---------  ----------  ---------  ---------  --------- 
 
 
                                                     2019 (Restated)(1) 
------------------------  ------------------------------------------------------------------------ 
                                                                                Central 
                                 Corporate                                            & 
                           & Institutional     Retail  Commercial    Private      other 
                                   Banking    Banking     Banking    Banking      items      Total 
                                  $million   $million    $million   $million   $million   $million 
------------------------  ----------------  ---------  ----------  ---------  ---------  --------- 
Net interest income                  2,615      3,295         990        315        452      7,667 
Net fees and commission 
 income                              1,559      1,505         285        223       (50)      3,522 
Net trading and other 
 income                              3,046        386         303         39        454      4,228 
------------------------  ----------------  ---------  ----------  ---------  ---------  --------- 
Operating income                     7,220      5,186       1,578        577        856     15,417 
------------------------  ----------------  ---------  ----------  ---------  ---------  --------- 
 

1 Following a reorganisation of certain clients, there has been a reclassification of balances across client segments

 
                                                         2020 
------------------------  ------------------------------------------------------------------ 
                                                     Africa               Central 
                              Greater    ASEAN &          &     Europe          & 
                              China &      South     Middle          &      other 
                           North Asia       Asia       East   Americas      items      Total 
                             $million   $million   $million   $million   $million   $million 
------------------------  -----------  ---------  ---------  ---------  ---------  --------- 
Net interest income             2,942      2,051      1,223        316        320      6,852 
Net fees and commission 
 income                         1,329      1,015        531        519      (234)      3,160 
Net trading and other 
 income                         1,784      1,296        608      1,087       (33)      4,742 
------------------------  -----------  ---------  ---------  ---------  ---------  --------- 
Operating income                6,055      4,362      2,362      1,922         53     14,754 
------------------------  -----------  ---------  ---------  ---------  ---------  --------- 
 
 
                                                         2019 
------------------------  ------------------------------------------------------------------ 
                                                     Africa               Central 
                              Greater    ASEAN &          &     Europe          & 
                              China &      South     Middle          &      other 
                           North Asia       Asia       East   Americas      items      Total 
                             $million   $million   $million   $million   $million   $million 
------------------------  -----------  ---------  ---------  ---------  ---------  --------- 
Net interest income             3,276      2,068      1,456        149        718      7,667 
Net fees and commission 
 income                         1,393      1,123        617        503      (114)      3,522 
Net trading and other 
 income                         1,573      1,020        489      1,073         73      4,228 
------------------------  -----------  ---------  ---------  ---------  ---------  --------- 
Operating income                6,242      4,211      2,562      1,725        677     15,417 
------------------------  -----------  ---------  ---------  ---------  ---------  --------- 
 
 
                                                                   2020 
-------------------  ------------------------------------------------------------------------------------------------- 
                          Hong 
                          Kong      Korea      China  Singapore      India  Indonesia        UAE         UK         US 
                      $million   $million   $million   $million   $million   $million   $million   $million   $million 
-------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  --------- 
Net interest income      1,557        650        545        676        664         86        281         62        170 
Net fees and 
 commission 
 income                    760        175        163        515        202         66        113         61        371 
Net trading and 
 other income            1,235        236        175        367        379        156        173        824        242 
-------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  --------- 
Operating income         3,552      1,061        883      1,558      1,245        308        567        947        783 
-------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  --------- 
 
 
                                                                   2019 
-------------------  ------------------------------------------------------------------------------------------------- 
                          Hong 
                          Kong      Korea      China  Singapore      India  Indonesia        UAE         UK         US 
                      $million   $million   $million   $million   $million   $million   $million   $million   $million 
-------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  --------- 
Net interest income      1,893        659        562        731        564        112        365      (211)        256 
Net fees and 
 commission 
 income                    866        160        144        552        244         69        143         70        352 
Net trading and 
 other income            1,082        152        166        354        232         91        110        904        151 
-------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  --------- 
Operating income         3,841        971        872      1,637      1,040        272        618        763        759 
-------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  --------- 
 

3. Net interest income

Accounting policy

Interest income for financial assets held at either fair value through other comprehensive income or amortised cost, and interest expense on all financial liabilities held at amortised cost is recognised in profit or loss using the effective interest method.

The effective interest method is a method of calculating the amortised cost of a financial asset or a financial liability and of allocating the interest income or interest expense over the relevant period. The effective interest rate is the rate that discounts estimated future cash payments or receipts through the expected life of the financial instrument or, when appropriate, a shorter period, to the net carrying amount of the financial asset or financial liability. When calculating the effective interest rate, the Group estimates cash flows considering all contractual terms of the financial instrument (for example, prepayment options) but does not consider future credit losses. The calculation includes all fees paid or received between parties to the contract that are an integral part of the effective interest rate, transaction costs and all other premiums or discounts. Where the estimates of cash flows have been revised, the carrying amount of the financial asset or liability is adjusted to reflect the actual and revised cash flows, discounted at the instrument's original effective interest rate. The adjustment is recognised as interest income or expense in the period in which the revision is made.

Interest income for financial assets that are either held at fair value through other comprehensive income or amortised cost that have become credit-impaired subsequent to initial recognition (stage 3) and have had amounts written off, is recognised using the credit-adjusted effective interest rate. This rate is calculated in the same manner as the effective interest rate except that expected credit losses are included in the expected cash flows. Interest income is therefore recognised on the amortised cost of the financial asset including expected credit losses. Should the Credit Risk on a stage 3 financial asset improve such that the financial asset is no longer considered credit-impaired, interest income recognition reverts to a computation based on the rehabilitated gross carrying value of the financial asset.

 
                                                             2020        2019 
                                                         $million    $million 
-----------------------------------------------------  ----------  ---------- 
Balances at central banks                                     113         329 
Loans and advances to banks                                   801       1,834 
Loans and advances to customers                             8,473      10,693 
Listed debt securities                                      1,783       2,113 
Unlisted debt securities                                      542         796 
Other eligible bills                                          495         702 
Accrued on impaired assets (discount unwind)                   85          82 
-----------------------------------------------------  ----------  ---------- 
Interest income                                            12,292      16,549 
-----------------------------------------------------  ----------  ---------- 
  Of which: financial instruments held at fair value 
   through other comprehensive income                       2,134       3,246 
 
Deposits by banks                                             237         739 
Customer accounts                                           3,671       6,202 
Debt securities in issue                                      836       1,120 
Subordinated liabilities and other borrowed funds             637         756 
Interest expense on IFRS 16 lease liabilities                  59          65 
-----------------------------------------------------  ----------  ---------- 
Interest expense                                            5,440       8,882 
-----------------------------------------------------  ----------  ---------- 
Net interest income                                         6,852       7,667 
-----------------------------------------------------  ----------  ---------- 
 

4. Net fees and commission

Accounting policy

Fees and commissions charged for services provided by the Group are recognised as or when the service is completed or significant act performed.

Loan syndication fees are recognised as revenue when the syndication has been completed and the Group retained no part of the loan package for itself, or retained a part at the same effective interest rate as for the other participants.

The Group can act as trustee or in other fiduciary capacities that result in the holding or placing of assets on behalf of individuals, trusts, retirement benefit plans and other institutions. The assets and income arising thereon are excluded from these financial statements, as they are not assets and income of the Group.

The Group applies the following practical expedients:

-- Information on amounts of transaction price allocated to unsatisfied (or partially unsatisfied) performance obligations at the end of the reporting period is not disclosed as almost all fee-earning contracts have an expected duration of less than one year

-- Promised consideration is not adjusted for the effects of a significant financing component as the period between the Group providing a service and the customer paying for it is expected to be less than one year

-- Incremental costs of obtaining a fee-earning contract are recognised upfront in 'Fees and commission expense' rather than amortised, if the expected term of the contract is less than one year

The determination of the services performed for the customer, the transaction price, and when the services are completed depends on the nature of the product with the customer. The main considerations on income recognition by product are as follows:

Transaction Banking

The Group recognises fee income associated with transactional trade and cash management at the point in time the service is provided. The Group recognises income associated with trade contingent risk exposures (such as letters of credit and guarantees) over the period in which the service is provided.

Payment of fees is usually received at the same time the service is provided. In some cases, letters of credit and guarantees issued by the Group have annual upfront premiums, which are amortised on a straight-line basis to fee income over the year.

Financial Markets and Corporate Finance

The Group recognises fee income at the point in time the service is provided. Fee income is recognised for a significant non-lending service when the transaction has been completed and the terms of the contract with the customer entitle the Group to the fee. Fees are usually received shortly after the service is provided.

Syndication fees are recognised when the syndication is complete. Fees are generally received before completion of the syndication, or within 12 months of the transaction date.

Securities services include custody services, fund accounting and administration, and broker clearing. Fees are recognised over the period the custody or fund management services are provided, or as and when broker services are requested.

Wealth Management

Upfront consideration on bancassurance agreements is amortised straight-line over the contractual term. Commissions for bancassurance activities are recorded as they are earned through sales of third-party insurance products to customers. These commissions are received within a short time frame of the commission being earned. Target-linked fees are accrued based on a percentage of the target achieved, provided it is assessed as highly probable that the target will be met. Cash payment is received at a contractually specified date after achievement of a target has been confirmed.

Upfront and trailing commissions for managed investment placements are recorded as they are confirmed. Income from these activities is relatively even throughout the period, and cash is usually received within a short time frame after the commission is earned.

Retail Products

The Group recognises most income at the point in time the Group is entitled to the fee, since most services are provided at the time of the customer's request.

Credit card annual fees are recognised at the time the fee is received since, in most of our retail markets, there are contractual circumstances under which fees are waived, so income recognition is constrained until the uncertainties associated with the annual fee are resolved. The Group defers the fair value of reward points on its credit card reward programmes, and recognises income and costs associated with fulfilling the reward at the time of redemption.

 
                                                                 2020        2019 
                                                             $million    $million 
---------------------------------------------------------  ----------  ---------- 
Fees and commissions income                                     3,865       4,111 
  Of which: 
                                                           ----------  ---------- 
  Financial instruments that are not fair valued through 
   profit or loss                                               1,122       1,495 
  Trust and other fiduciary activities                            254         166 
                                                           ----------  ---------- 
 
Fees and commissions expense                                    (705)       (589) 
  Of which: 
                                                           ----------  ---------- 
  Financial instruments that are not fair valued through 
   profit or loss                                               (219)       (138) 
  Trust and other fiduciary activities                           (11)        (27) 
                                                           ----------  ---------- 
Net fees and commission                                         3,160       3,522 
---------------------------------------------------------  ----------  ---------- 
 
 
                                                            2020 
------------------------  ------------------------------------------------------------------------ 
                                                                                Central 
                                 Corporate                                            & 
                           & Institutional     Retail  Commercial    Private      other 
                                   Banking    Banking     Banking    Banking      items      Total 
                                  $million   $million    $million   $million   $million   $million 
------------------------  ----------------  ---------  ----------  ---------  ---------  --------- 
Transaction Banking                    789         10         205          1          -      1,005 
                          ----------------  ---------  ----------  ---------  ---------  --------- 
  Trade                                399         10         143          1          -        553 
  Cash Management                      390          -          62          -          -        452 
                          ----------------  ---------  ----------  ---------  ---------  --------- 
Financial Markets                      224          -          47          -          -        271 
Corporate Finance                      140          -          21          -          -        161 
Lending and Portfolio 
 Management                             65          -           6          -          -         71 
Principal Finance                        1          -           -          -          -          1 
Wealth Management                        -      1,119           1        231          -      1,351 
Retail Products                          -        328           -          5          -        333 
Treasury                                 -          -           -          -       (25)       (25) 
Others                                   -          -           -          -        (8)        (8) 
------------------------  ----------------  ---------  ----------  ---------  ---------  --------- 
Net fees and commission              1,219      1,457         280        237       (33)      3,160 
------------------------  ----------------  ---------  ----------  ---------  ---------  --------- 
 
 
                                                            2019 
------------------------  ------------------------------------------------------------------------ 
                                                                                Central 
                                 Corporate                                            & 
                           & Institutional     Retail  Commercial    Private      other 
                                   Banking    Banking     Banking    Banking      items      Total 
                                  $million   $million    $million   $million   $million   $million 
------------------------  ----------------  ---------  ----------  ---------  ---------  --------- 
Transaction Banking                    865         11         212          -          -      1,088 
                          ----------------  ---------  ----------  ---------  ---------  --------- 
  Trade                                434         11         154          -          -        599 
  Cash Management                      431          -          58          -          -        489 
                          ----------------  ---------  ----------  ---------  ---------  --------- 
Financial Markets                      453          -          30          -          -        483 
Corporate Finance                      168          -          27          2          -        197 
Lending and Portfolio 
 Management                             85          -          14          -          -         99 
Principal Finance                     (12)          -           -          -          -       (12) 
Wealth Management                        -      1,132           2        216          -      1,350 
Retail Products                          -        362           -          5          -        367 
Treasury                                 -          -           -          -       (22)       (22) 
Others                                   -          -           -          -       (28)       (28) 
------------------------  ----------------  ---------  ----------  ---------  ---------  --------- 
Net fees and commission              1,559      1,505         285        223       (50)      3,522 
------------------------  ----------------  ---------  ----------  ---------  ---------  --------- 
 

Upfront bancassurance consideration amounts are amortised on a straight-line basis over the contractual period to which the consideration relates. Deferred income on the balance sheet in respect of these activities is $718 million (31 December 2019: $802 million). The income will be earned evenly over the next 8.5 years (31 December 2019: 9.5 years). For the twelve months ended 31 December 2020, $84 million of fee income was released from deferred income (31 December 2019: $84 million).

5. Net trading income

Accounting policy

Gains and losses arising from changes in the fair value of financial instruments held at fair value through profit or loss are recorded in net trading income in the period in which they arise. This includes contractual interest receivable or payable.

Income is recognised from the sale and purchase of trading positions, margins on market making and customer business and fair value changes.

When the initial fair value of a financial instrument held at fair value through profit or loss relies on unobservable inputs, the difference between the initial valuation and the transaction price is amortised to net trading income as the inputs become observable or over the life of the instrument, whichever is shorter. Any unamortised 'day one' gain is released to net trading income if the transaction is terminated.

 
                                                              2020        2019 
                                                          $million    $million 
------------------------------------------------------  ----------  ---------- 
Net trading income                                           3,672       3,350 
Significant items within net trading income include: 
Gains on instruments held for trading1                       3,254       3,296 
Gains on financial assets mandatorily at fair value 
 through profit or loss                                        607       1,557 
(Losses)/gains on financial assets designated at fair 
 value through profit or loss                                  (4)          31 
Losses on financial liabilities designated at fair 
 value through profit or loss                                (247)     (1,602) 
------------------------------------------------------  ----------  ---------- 
 

1 Includes $395 million loss (31 December 2019: $671 million gain) from the translation of foreign currency monetary assets and liabilities

6. Other operating income

Accounting policy

Operating lease income is recognised on a straight-line basis over the period of the lease unless another systematic basis is more appropriate.

Dividends on equity instruments are recognised when the Group's right to receive payment is established.

On disposal of fair value through other comprehensive income debt instruments, the cumulative gain or loss recognised in other comprehensive income is recycled to the profit or loss in other operating income/expense.

When the Group loses control of the subsidiary or disposal group, the difference between the consideration received and the carrying amount of the subsidiary or disposal group is recognised as a gain or loss on sale of the business.

 
                                                             2020        2019 
                                                         $million    $million 
-----------------------------------------------------  ----------  ---------- 
Other operating income includes: 
Rental income from operating lease assets                     495         540 
Gains less losses on disposal of fair value through 
 other comprehensive income debt instruments                  431         170 
Gains less losses on amortised cost financial assets           40        (12) 
Net loss on sale of businesses1                              (38)           - 
Dividend income                                                27          17 
Gain on sale of aircrafts                                      11          71 
Other                                                         104          92 
-----------------------------------------------------  ----------  ---------- 
Other operating income                                      1,070         878 
-----------------------------------------------------  ----------  ---------- 
 

1 Includes Bohai's dilution loss, see Note 32

7. Operating expenses

Accounting policy

Short-term employee benefits: salaries and social security expenses are recognised over the period in which the employees provide the service. Variable compensation is included within share-based payments costs and wages and salaries.

Pension costs: contributions to defined contribution pension schemes are recognised in profit or loss when payable. For defined benefit plans, net interest expense, service costs and expenses are recognised in the income statement. Further details are provided in Note 30.

Share-based compensation: the Group operates equity-settled and cash-settled share-based payment compensation plans. The fair value of the employee services (measured by the fair value of the option granted) received in exchange for the grant of the options is recognised as an expense. Further details are provided in Note 31.

 
                                              2020        2019 
                                          $million    $million 
--------------------------------------  ----------  ---------- 
Staff costs: 
  Wages and salaries                         5,362       5,508 
  Social security costs                        168         180 
  Other pension costs (Note 30)                358         372 
  Share-based payment costs (Note 31)          132         166 
  Other staff costs                            866         896 
--------------------------------------  ----------  ---------- 
                                             6,886       7,122 
--------------------------------------  ----------  ---------- 
 

Other staff costs include redundancy expenses of $179 million (31 December 2019: $173 million). Further costs in this category include training, travel costs and other staff-related costs.

The following table summarises the number of employees within the Group:

 
                                  2020                         20191 
---------------------  ---------------------------  --------------------------- 
                                   Support                      Support 
                       Business   services   Total  Business   services   Total 
---------------------  --------  ---------  ------  --------  ---------  ------ 
At 31 December           34,905     48,752  83,657    37,117     47,281  84,398 
Average for the year     36,435     48,305  84,740    37,400     46,538  83,938 
---------------------  --------  ---------  ------  --------  ---------  ------ 
 

1 Prior year headcount has been re-presented due to a change in Management View of segments

The Company employed nil staff at 31 December 2020 (31 December 2019: nil) and it incurred costs of $87 million (31 December 2019: $32 million).

Details of directors' pay, benefits, pensions and benefits and interests in shares are disclosed in the annual report.

Transactions with directors, officers and other related parties are disclosed in Note 36.

 
                                                2020        2019 
                                            $million    $million 
----------------------------------------  ----------  ---------- 
Premises and equipment expenses                  412         420 
 
General administrative expenses: 
  UK bank levy                                   331         347 
  Provision for regulatory matters              (14)         226 
  Other general administrative expenses        1,514       1,638 
----------------------------------------  ----------  ---------- 
                                               1,831       2,211 
----------------------------------------  ----------  ---------- 
 
Depreciation and amortisation: 
Property, plant and equipment: 
                                          ----------  ---------- 
  Premises                                       373         360 
  Equipment                                      129         112 
  Operating lease assets                         229         263 
                                          ----------  ---------- 
                                                 731         735 
Intangibles: 
  Software                                       515         436 
  Acquired on business combinations                5           9 
                                               1,251       1,180 
----------------------------------------  ----------  ---------- 
Total operating expenses                      10,380      10,933 
----------------------------------------  ----------  ---------- 
 

The UK bank levy is applied on the chargeable equity and liabilities on the Group's consolidated balance sheet. Key exclusions from chargeable equity and liabilities include Tier 1 capital, insured or guaranteed retail deposits, repos secured on certain sovereign debt and liabilities subject to netting. The rate of the levy for 2020 is 0.14 per cent for chargeable short-term liabilities, with a lower rate of 0.07 per cent generally applied to chargeable equity and long-term liabilities (i.e. liabilities with a remaining maturity greater than one year). From 1 January 2021 the rates are 0.10 per cent for short-term liabilities and 0.05 per cent for long-term liabilities. In addition, the scope of the UK bank levy is restricted to the balance sheet of UK operations only from this date.

8. Credit impairment

Accounting policy

Significant accounting estimates and judgements

The Group's expected credit loss (ECL) calculations are outputs of complex models with a number of underlying assumptions. The significant judgements in determining expected credit loss include:

-- The Group's criteria for assessing if there has been a significant increase in Credit Risk;

-- Development of expected credit loss models, including the choice of inputs relating to macroeconomic variables;

-- Evaluation of management overlays and post-model adjustments;

-- Determination of probability weightings for Stage 3 individually assessed provisions

The calculation of credit impairment provisions also involves expert credit judgement to be applied by the Credit Risk Management Team based upon counterparty information they receive from various sources including relationship managers and on external market information. Details on the approach for determining expected credit loss can be found in the Credit Risk section, under IFRS 9 Methodology.

Estimates of forecasts of key macroeconomic variables underlying the expected credit loss calculation can be found within the Risk review, Key assumptions and judgements in determining expected credit loss.

Expected credit losses

Expected credit losses are determined for all financial debt instruments that are classified at amortised cost or fair value through other comprehensive income, undrawn commitments and financial guarantees.

An expected credit loss represents the present value of expected cash shortfalls over the residual term of a financial asset, undrawn commitment or financial guarantee.

A cash shortfall is the difference between the cash flows that are due in accordance with the contractual terms of the instrument and the cash flows that the Group expects to receive over the contractual life of the instrument.

Measurement

Expected credit losses are computed as unbiased, probability-weighted amounts which are determined by evaluating a range of reasonably possible outcomes, the time value of money, and considering all reasonable and supportable information including that which is forward-looking.

For material portfolios, the estimate of expected cash shortfalls is determined by multiplying the probability of default (PD) with the loss given default (LGD) with the expected exposure at the time of default (EAD). There may be multiple default events over the lifetime of an instrument. Further details on the components of PD, LGD and EAD are disclosed in the Credit Risk section. For less material Retail Banking loan portfolios, the Group has adopted less sophisticated approaches based on historical roll rates or loss rates.

Forward-looking economic assumptions are incorporated into the PD, LGD and EAD where relevant and where they influence Credit Risk, such as GDP growth rates, interest rates, house price indices and commodity prices among others. These assumptions are incorporated using the Group's most likely forecast for a range of macroeconomic assumptions. These forecasts are determined using all reasonable and supportable information, which includes both internally developed forecasts and those available externally, and are consistent with those used for budgeting, forecasting and capital planning.

To account for the potential non-linearity in credit losses, multiple forward-looking scenarios are incorporated into the range of reasonably possible outcomes for all material portfolios. For example, where there is a greater risk of downside credit losses than upside gains, multiple forward-looking economic scenarios are incorporated into the range of reasonably possible outcomes, both in respect of determining the PD (and where relevant, the LGD and EAD) and in determining the overall expected credit loss amounts. These scenarios are determined using a Monte Carlo approach centred around the Group's most likely forecast of macroeconomic assumptions.

The period over which cash shortfalls are determined is generally limited to the maximum contractual period for which the Group is exposed to Credit Risk. However, for certain revolving credit facilities, which include credit cards or overdrafts, the Group's exposure to Credit Risk is not limited to the contractual period. For these instruments, the Group estimates an appropriate life based on the period that the Group is exposed to Credit Risk, which includes the effect of Credit Risk management actions such as the withdrawal of undrawn facilities.

For credit-impaired financial instruments, the estimate of cash shortfalls may require the use of expert credit judgement.

The estimate of expected cash shortfalls on a collateralised financial instrument reflects the amount and timing of cash flows that are expected from foreclosure on the collateral less the costs of obtaining and selling the collateral, regardless of whether foreclosure is deemed probable.

Cash flows from unfunded credit enhancements held are included within the measurement of expected credit losses if they are part of, or integral to, the contractual terms of the instrument (this includes financial guarantees, unfunded risk participations and other non-derivative credit insurance). Although non-integral credit enhancements do not impact the measurement of expected credit losses, a reimbursement asset is recognised to the extent of the expected credit losses recorded.

Cash shortfalls are discounted using the effective interest rate (or credit-adjusted effective interest rate for purchased or originated credit-impaired instruments (POCI)) on the financial instrument as calculated at initial recognition or if the instrument has a variable interest rate, the current effective interest rate determined under the contract.

 
Instruments                         Location of expected credit loss provisions 
----------------------------------  ------------------------------------------- 
Financial assets held at amortised  Loss provisions: netted against gross 
 cost                                carrying value1 
Financial assets held FVOCI         Other comprehensive income (FVOCI expected 
 - Debt instruments                  credit loss reserve)2 
Loan commitments                    Provisions for liabilities and charges3 
Financial guarantees                Provisions for liabilities and charges3 
----------------------------------  ------------------------------------------- 
 

1 Purchased or originated credit-impaired assets do not attract an expected credit loss provision on initial recognition. An expected credit loss provision will be recognised only if there is an increase in expected credit losses from that considered at initial recognition

2 Debt and treasury securities classified as fair value through other comprehensive income (FVOCI) are held at fair value on the face of the balance sheet.

The expected credit loss attributed to these instruments is held as a separate reserve within other comprehensive income (OCI) and is recycled to the profit and loss account along with any fair value measurement gains or losses held within FVOCI when the applicable instruments are derecognised

3 Expected credit loss on loan commitments and financial guarantees is recognised as a liability provision. Where a financial instrument includes both a loan (i.e. financial asset component) and an undrawn commitment (i.e. loan commitment component), and it is not possible to separately identify the expected credit loss on these components, expected credit loss amounts on the loan commitment are recognised together with expected credit loss amounts on the financial asset. To the extent the combined expected credit loss exceeds the gross carrying amount of the financial asset, the expected credit loss is recognised as a liability provision

Recognition

12 months expected credit losses (stage 1) Expected credit losses are recognised at the time of initial recognition of a financial instrument and represent the lifetime cash shortfalls arising from possible default events up to 12 months into the future from the balance sheet date. Expected credit losses continue to be determined on this basis until there is either a significant increase in the Credit Risk of an instrument or the instrument becomes credit-impaired. If an instrument is no longer considered to exhibit a significant increase in Credit Risk, expected credit losses will revert to being determined on a 12-month basis.

Significant increase in Credit Risk (Stage 2) If a financial asset experiences a significant increase in Credit Risk (SICR) since initial recognition, an expected credit loss provision is recognised for default events that may occur over the lifetime of the asset.

Significant increase in Credit Risk is assessed by comparing the risk of default of an exposure at the reporting date to the risk of default at origination (after taking into account the passage of time). Significant does not mean statistically significant nor is it assessed in the context of changes in expected credit loss. Whether a change in the risk of default is significant or not is assessed using a number of quantitative and qualitative factors, the weight of which depends on the type of product and counterparty. Financial assets that are 30 or more days past due and not credit-impaired will always be considered to have experienced a significant increase in Credit Risk. For less material portfolios where a loss rate or roll rate approach is applied to compute expected credit loss, significant increase in Credit Risk is primarily based on 30 days past due.

Quantitative factors include an assessment of whether there has been significant increase in the forward-looking probability of default (PD) since origination. A forward-looking PD is one that is adjusted for future economic conditions to the extent these are correlated to changes in Credit Risk. We compare the residual lifetime PD at the balance sheet date to the residual lifetime PD that was expected at the time of origination for the same point in the term structure and determine whether both the absolute and relative change between the two exceeds predetermined thresholds. To the extent that the differences between the measures of default outlined exceed the defined thresholds, the instrument is considered to have experienced a significant increase in Credit Risk.

Qualitative factors assessed include those linked to current Credit Risk management processes, such as lending placed on non-purely precautionary early alert (and subject to closer monitoring).

A non-purely precautionary early alert account is one which exhibits risk or potential weaknesses of a material nature requiring closer monitoring, supervision, or attention by management. Weaknesses in such a borrower's account, if left uncorrected, could result in deterioration of repayment prospects and the likelihood of being downgraded. Indicators could include a rapid erosion of position within the industry, concerns over management's ability to manage operations, weak/deteriorating operating results, liquidity strain and overdue balances among other factors.

Credit-impaired (or defaulted) exposures (Stage 3) Financial assets that are credit-impaired (or in default) represent those that are at least 90 days past due in respect of principal and/or interest. Financial assets are also considered to be credit-impaired where the obligors are unlikely to pay on the occurrence of one or more observable events that have a detrimental impact on the estimated future cash flows of the financial asset. It may not be possible to identify a single discrete event but instead the combined effect of several events may cause financial assets to become credit-impaired.

Evidence that a financial asset is credit-impaired includes observable data about the following events:

-- Significant financial difficulty of the issuer or borrower;

-- Breach of contract such as default or a past due event;

-- For economic or contractual reasons relating to the borrower's financial difficulty, the lenders of the borrower have granted the borrower concession/s that lenders would not otherwise consider. This would include forbearance actions;

-- Pending or actual bankruptcy or other financial reorganisation to avoid or delay discharge of the borrower's obligation/s;

-- The disappearance of an active market for the applicable financial asset due to financial difficulties of the borrower;

-- Purchase or origination of a financial asset at a deep discount that reflects incurred credit losses

Lending commitments to a credit-impaired obligor that have not yet been drawn down are included to the extent that the commitment cannot be withdrawn. Loss provisions against credit-impaired financial assets are determined based on an assessment of the recoverable cash flows under a range of scenarios, including the realisation of any collateral held where appropriate. The loss provisions held represent the difference between the present value of the expected cash shortfalls, discounted at the instrument's original effective interest rate, and the gross carrying value (including contractual interest due but not paid) of the instrument prior to any credit impairment. The Group's definition of default is aligned with the regulatory definition of default as set out in European Capital Requirements Regulation (CRR178) and related guidelines.

Expert credit judgement

For Corporate & Institutional, Commercial and Private Banking, borrowers are graded by Credit Risk management on a credit grading (CG) scale from CG1 to CG14. Once a borrower starts to exhibit credit deterioration, it will move along the credit grading scale in the performing book and when it is classified as CG12 the credit assessment and oversight of the loan will normally be performed by Group Special Assets Management (GSAM).

Borrowers graded CG12 exhibit well-defined weaknesses in areas such as management and/or performance but there is no current expectation of a loss of principal or interest. Where the impairment assessment indicates that there will be a loss of principal on a loan, the borrower is graded a CG14 while borrowers of other credit-impaired loans are graded CG13. Instruments graded CG13 or CG14 are regarded as stage 3.

For individually significant financial assets within stage 3, GSAM will consider all judgements that have an impact on the expected future cash flows of the asset. These include: the business prospects, industry and geopolitical climate of the customer, quality of realisable value of collateral, the Group's legal position relative to other claimants and any renegotiation/forbearance/modification options. The future cash flow calculation involves significant judgements and estimates. As new information becomes available and further negotiations/ forbearance measures are taken, the estimates of the future cash flows will be revised, and will have an impact on the future cash flow analysis.

For financial assets which are not individually significant, such as the Retail Banking portfolio or small business loans, which comprise a large number of homogenous loans that share similar characteristics, statistical estimates and techniques are used, as well as credit scoring analysis.

Retail Banking clients are considered credit-impaired where they are more than 90 days past due. Retail Banking products are also considered credit-impaired if the borrower files for bankruptcy or other forbearance programme, the borrower is deceased or the business is closed in the case of a small business, or if the borrower surrenders the collateral, or there is an identified fraud on the account. Additionally, if the account is unsecured and the borrower has other credit accounts with the Group that are considered credit-impaired, the account may be also be credit-impaired.

Techniques used to compute impairment amounts use models which analyse historical repayment and default rates over a time horizon. Where various models are used, judgement is required to analyse the available information provided and select the appropriate model or combination of models to use.

Expert credit judgement is also applied to determine whether any post-model adjustments are required for Credit Risk elements which are not captured by the models.

Modified financial instruments

Where the original contractual terms of a financial asset have been modified for credit reasons and the instrument has not been derecognised (an instrument is derecognised when a modification results in a change in cash flows that the Group would consider substantial), the resulting modification loss is recognised within credit impairment in the income statement with a corresponding decrease in the gross carrying value of the asset. If the modification involved a concession that the bank would not otherwise consider, the instrument is considered to be credit-impaired and is considered forborne.

Expected credit loss for modified financial assets that have not been derecognised and are not considered to be credit-impaired will be recognised on a 12-month basis, or a lifetime basis, if there is a significant increase in Credit Risk. These assets are assessed (by comparison to the origination date) to determine whether there has been a significant increase in Credit Risk subsequent to the modification. Although loans may be modified for non-credit reasons, a significant increase in Credit Risk may occur. In addition to the recognition of modification gains and losses, the revised carrying value of modified financial assets will impact the calculation of expected credit losses, with any increase or decrease in expected credit loss recognised within impairment.

Forborne loans

Forborne loans are those loans that have been modified in response to a customer's financial difficulties. Forbearance strategies assist clients who are temporarily in financial distress and are unable to meet their original contractual repayment terms. Forbearance can be initiated by the client, the Group or a third-party including government-sponsored programmes or a conglomerate of credit institutions. Forbearance may include debt restructuring such as new repayment schedules, payment deferrals, tenor extensions, interest-only payments, lower interest rates, forgiveness of principal, interest or fees, or relaxation of loan covenants.

Forborne loans that have been modified (and not derecognised) on terms that are not consistent with those readily available in the market and/or where we have granted a concession compared to the original terms of the loans are considered credit-impaired if there is a detrimental impact on cash flows. The modification loss (see Classification and measurement - Modifications) is recognised in the profit or loss within credit impairment and the gross carrying value of the loan reduced by the same amount. The modified loan is disclosed as 'Loans subject to forbearance - credit-impaired'.

Loans that have been subject to a forbearance modification, but which are not considered credit-impaired (not classified as CG13 or CG14), are disclosed as 'Forborne - not credit-impaired'. This may include amendments to covenants within the contractual terms.

Write-offs of credit-impaired instruments and reversal of impairment

To the extent a financial debt instrument is considered irrecoverable, the applicable portion of the gross carrying value is written off against the related loan provision. Such loans are written off after all the necessary procedures have been completed, it is decided that there is no realistic probability of recovery and the amount of the loss has been determined. Subsequent recoveries of amounts previously written off decrease the amount of the provision for credit impairment in the income statement.

Loss provisions on purchased or originated credit-impaired instruments (POCI)

The Group measures expected credit loss on a lifetime basis for POCI instruments throughout the life of the instrument. However, expected credit loss is not recognised in a separate loss provision on initial recognition for POCI instruments as the lifetime expected credit loss is inherent within the gross carrying amount of the instruments. The Group recognises the change in lifetime expected credit losses arising subsequent to initial recognition in the income statement and the cumulative change as a loss provision. Where lifetime expected credit losses on POCI instruments are less than those at initial recognition, then the favourable differences are recognised as impairment gains in the income statement (and as impairment loss where the expected credit losses are greater).

Improvement in Credit Risk/curing

A period may elapse from the point at which instruments enter lifetime expected credit losses (stage 2 or stage 3) and are reclassified back to 12-month expected credit losses (stage 1). For financial assets that are credit-impaired (stage 3), a transfer to stage 2 or stage 1 is only permitted where the instrument is no longer considered to be credit-impaired. An instrument will no longer be considered credit-impaired when there is no shortfall of cash flows compared to the original contractual terms.

For financial assets within stage 2, these can only be transferred to stage 1 when they are no longer considered to have experienced a significant increase in Credit Risk.

Where significant increase in Credit Risk was determined using quantitative measures, the instruments will automatically transfer back to stage 1 when the original PD-based transfer criteria are no longer met. Where instruments were transferred to stage 2 due to an assessment of qualitative factors, the issues that led to the reclassification must be cured before the instruments can be reclassified to stage 1. This includes instances where management actions led to instruments being classified as stage 2, requiring that action to be resolved before loans are reclassified to stage 1.

A forborne loan can only be removed from being disclosed as forborne if the loan is performing (stage 1 or 2) and a further two-year probation period is met.

In order for a forborne loan to become performing, the following criteria have to be satisfied:

-- At least a year has passed with no default based upon the forborne contract terms

-- The customer is likely to repay its obligations in full without realising security

-- The customer has no accumulated impairment against amount outstanding (except for expected credit loss)

Subsequent to the criteria above, a further two-year probation period has to be fulfilled, whereby regular payments are made by the customer and none of the exposures to the customer are more than 30 days past due.

 
                                                               2020        2019 
                                                           $million    $million 
-------------------------------------------------------  ----------  ---------- 
Net credit impairment on loans and advances to banks 
 and customers                                                2,191         856 
Net credit impairment on debt securities                         33           9 
Net credit impairment relating to financial guarantees 
 and loan commitments                                           103          35 
Net credit impairment relating to other financial 
 assets                                                         (2)           8 
-------------------------------------------------------  ----------  ---------- 
Credit impairment1                                            2,325         908 
-------------------------------------------------------  ----------  ---------- 
 

1 No material purchased or originated credit-impaired (POCI) assets

9. Goodwill, property, plant and equipment and other impairment

Accounting policy

Refer to the below referenced notes for the relevant accounting policy

 
                                                           2020        2019 
                                                       $million    $million 
---------------------------------------------------  ----------  ---------- 
Impairment of goodwill (Note 17)                            489          27 
---------------------------------------------------  ----------  ---------- 
 
Impairment of property, plant and equipment (Note 
 18)                                                        132         122 
Impairment of other intangible assets (Note 17)              17          12 
Other1                                                     (51)           2 
---------------------------------------------------  ----------  ---------- 
Property, plant and equipment and other impairment           98         136 
---------------------------------------------------  ----------  ---------- 
Goodwill, property, plant and equipment and other 
 impairment                                                 587         163 
---------------------------------------------------  ----------  ---------- 
 

1 Includes a reversal of $165 million as a result of a recovery on a disputed derivative receivable, following a favourable court ruling

10. Taxation

Accounting policy

Income tax payable on profits is based on the applicable tax law in each jurisdiction and is recognised as an expense in the period in which profits arise.

Deferred tax is provided on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted as at the balance sheet date, and that are expected to apply when the related deferred tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised where it is probable that future taxable profit will be available against which the temporary differences can be utilised. Where permitted, deferred tax assets and liabilities are offset on an entity basis and not by component of deferred taxation.

Current and deferred tax relating to items which are charged or credited directly to equity, is credited or charged directly to equity and is subsequently recognised in the income statement together with the current or deferred gain or loss.

Significant accounting estimates and judgements

-- Determining the Group's tax charge for the year involves estimation and judgement, which includes an interpretation of local tax laws and an assessment of whether the tax authorities will accept the position taken. These judgements take account of external advice where appropriate, and the Group's view on settling with the relevant tax authorities

-- The Group provides for current tax liabilities at the best estimate of the amount that is expected to be paid to the tax authorities where an outflow is probable. In making its estimates the Group assumes that the tax authorities will examine all the amounts reported to them and have full knowledge of all relevant information

The recoverability of the Group's deferred tax assets is based on management's judgement of the availability of future taxable profits against which the deferred tax assets will be utilised.

The following table provides analysis of taxation charge in the year:

 
                                                                  2020        2019 
                                                              $million    $million 
----------------------------------------------------------  ----------  ---------- 
The charge for taxation based upon the profit for 
 the year comprises: 
Current tax: 
United Kingdom corporation tax at 19 per cent (2019:19 
 per cent): 
                                                            ----------  ---------- 
  Current tax charge on income for the year                          -           - 
  Adjustments in respect of prior years (including double 
   tax relief)                                                    (41)         (6) 
Foreign tax: 
  Current tax charge on income for the year                      1,061       1,427 
  Adjustments in respect of prior years                          (352)           1 
                                                            ----------  ---------- 
                                                                   668       1,422 
Deferred tax: 
                                                            ----------  ---------- 
  Origination/reversal of temporary differences                  (193)          22 
  Adjustments in respect of prior years                            387        (71) 
                                                            ----------  ---------- 
                                                                   194        (49) 
----------------------------------------------------------  ----------  ---------- 
Tax on profits on ordinary activities                              862       1,373 
----------------------------------------------------------  ----------  ---------- 
Effective tax rate                                               53.4%       37.0% 
----------------------------------------------------------  ----------  ---------- 
 

The tax charge for the year of $862 million (31 December 2019: $1,373 million) on a profit before tax of $1,613 million (31 December 2019: $3,713 million) reflects the impact of non-deductible expenses, non-deductible goodwill impairment and the impact of countries with tax rates higher or lower than the UK, the most significant of which is India. The 2019 charge reflected the impact of capital gains tax on internal restructuring to establish the Hong Kong hub and other non-deductible expenses, non-creditable withholding taxes and the impact of countries with tax rates higher or lower than the UK, the most significant of which is India.

The adjustments in respect of prior years include $288 million between current and deferred tax, relating to the treatment of loan impairments in India as deductible in the period they are impaired.

Foreign tax includes current tax of $167 million (31 December 2019: $206 million) on the profits assessable in Hong Kong. Deferred tax includes origination or reversal of temporary differences of $(30) million (31 December 2019: $(1) million) provided at a rate of 16.5 per cent (31 December 2019: 16.5 per cent) on the profits assessable in Hong Kong.

Tax rate: The tax charge for the year is higher than the charge at the rate of corporation tax in the UK, 19 per cent. The differences are explained below:

 
                                                            2020        2019 
                                                        $million    $million 
----------------------------------------------------  ----------  ---------- 
Profit on ordinary activities before tax                   1,613       3,713 
----------------------------------------------------  ----------  ---------- 
Tax at 19 per cent (2019: 19 per cent)                       306         705 
Lower tax rates on overseas earnings                        (36)        (89) 
Higher tax rates on overseas earnings                        305         316 
Non-creditable withholding taxes                             127         144 
Tax-free income                                            (133)       (138) 
Share of associates and joint ventures                      (26)        (51) 
Non-deductible expenses                                      266         288 
Provision for regulatory matters                               -          27 
Bank levy                                                     63          66 
Non-taxable losses on investments                             13           9 
Payments on financial instruments in reserves               (59)        (67) 
Capital gains tax on internal restructuring                    -         179 
Goodwill impairment                                           93           5 
Deferred tax not recognised                                   49          41 
Deferred tax assets written-off                               15          30 
Deferred tax rate changes                                   (51)         (6) 
Adjustments to tax charge in respect of prior years          (6)        (76) 
Other items                                                 (64)        (10) 
----------------------------------------------------  ----------  ---------- 
Tax on profit on ordinary activities                         862       1,373 
----------------------------------------------------  ----------  ---------- 
 

Factors affecting the tax charge in future years: The Group's tax charge, and effective tax rate in future years could be affected by several factors including acquisitions, disposals and restructuring of our businesses, the mix of profits across jurisdictions with different statutory tax rates, changes in tax legislation and tax rates and resolution of uncertain tax positions.

The evaluation of uncertain tax positions involves an interpretation of local tax laws which could be subject to challenge by a tax authority, and an assessment of whether the tax authorities will accept the position taken. The Group does not currently consider that assumptions or judgements made in assessing tax liabilities have a significant risk of resulting in a material adjustment within the next financial year.

 
                                           2020                             2019 
----------------------------  -------------------------------  ------------------------------- 
                                Current   Deferred               Current   Deferred 
Tax recognised in other             tax        tax      Total        tax        tax      Total 
 comprehensive income          $million   $million   $million   $million   $million   $million 
----------------------------  ---------  ---------  ---------  ---------  ---------  --------- 
Items that will not 
 be reclassified to 
 income statement                     -       (17)       (17)         15         27         42 
                              ---------  ---------  ---------  ---------  ---------  --------- 
Own credit adjustment                 -          1          1         17         35         52 
Equity instruments 
 at fair value through 
 other comprehensive 
 income                               -       (27)       (27)          5       (10)        (5) 
Retirement benefit 
 obligations                          -          9          9        (7)          2        (5) 
                              ---------  ---------  ---------  ---------  ---------  --------- 
 
Items that may be reclassed 
 subsequently to income 
 statement                          (1)       (53)       (54)          2       (50)       (48) 
                              ---------  ---------  ---------  ---------  ---------  --------- 
Debt instruments at 
 fair value through 
 other comprehensive 
 income                             (1)       (68)       (69)          2       (44)       (42) 
Cash flow hedges                      -         15         15          -        (6)        (6) 
                              ---------  ---------  ---------  ---------  ---------  --------- 
 
Total tax credit/(charge) 
 recognised in equity               (1)       (70)       (71)         17       (23)        (6) 
----------------------------  ---------  ---------  ---------  ---------  ---------  --------- 
 

Current tax: The following are the movements in current tax during the year:

 
                                                  2020        2019 
Current tax comprises:                        $million    $million 
------------------------------------------  ----------  ---------- 
Current tax assets                                 539         492 
Current tax liabilities                          (703)       (676) 
------------------------------------------  ----------  ---------- 
Net current tax opening balance                  (164)       (184) 
Movements in income statement                    (668)     (1,422) 
Movements in other comprehensive income            (1)          17 
Taxes paid                                         971       1,421 
Other movements                                     10           4 
------------------------------------------  ----------  ---------- 
Net current tax balance as at 31 December          148       (164) 
------------------------------------------  ----------  ---------- 
Current tax assets                                 808         539 
Current tax liabilities                          (660)       (703) 
------------------------------------------  ----------  ---------- 
Total                                              148       (164) 
------------------------------------------  ----------  ---------- 
 

Deferred tax: The following are the major deferred tax liabilities and assets recognised by the Group and movements thereon during the year:

 
                                                            Exchange 
                                         At 1 January        & other  (Charge)/credit  (Charge)/credit 
                                                                                                        At 31 December 
                                                 2020    adjustments        to profit        to equity            2020 
                                             $million       $million         $million         $million        $million 
---------------------------------------  ------------  -------------  ---------------  ---------------  -------------- 
Deferred tax comprises: 
Accelerated tax depreciation                    (526)              -               33                -           (493) 
Impairment provisions on loans 
 and advances                                     957           (14)            (524)                -             419 
Tax losses carried forward                        263            (5)               24                -             282 
Fair value through other comprehensive 
 income                                          (49)              -              (2)             (95)           (146) 
Cash flow hedges                                 (13)              -                -               15               2 
Own credit adjustment                               2              -                -                1               3 
Retirement benefit obligations                     31            (1)              (3)                9              36 
Share-based payments                               16            (3)               10                -              23 
Other temporary differences                     (187)             14              268                3              98 
---------------------------------------  ------------  -------------  ---------------  ---------------  -------------- 
Net deferred tax assets                           494            (9)            (194)             (67)             224 
---------------------------------------  ------------  -------------  ---------------  ---------------  -------------- 
 
 
                                                            Exchange 
                                         At 1 January        & other  (Charge)/credit  (Charge)/credit  At 31 December 
                                                 2019    adjustments        to profit        to equity            2019 
                                             $million       $million         $million         $million        $million 
---------------------------------------  ------------  -------------  ---------------  ---------------  -------------- 
Deferred tax comprises: 
Accelerated tax depreciation                    (494)            (5)             (27)                -           (526) 
Impairment provisions on loans 
 and advances                                     961           (13)                9                -             957 
Tax losses carried forward                        266              -              (3)                -             263 
Fair value through other comprehensive 
 income                                             3              1                1             (54)            (49) 
Cash flow hedges                                  (7)              -                -              (6)            (13) 
Own credit adjustment                            (33)              -                -               35               2 
Retirement benefit obligations                     40            (3)              (8)                2              31 
Share-based payments                               15              -                1                -              16 
Other temporary differences                     (267)              4               76                -           (187) 
---------------------------------------  ------------  -------------  ---------------  ---------------  -------------- 
Net deferred tax assets                           484           (16)               49             (23)             494 
---------------------------------------  ------------  -------------  ---------------  ---------------  -------------- 
 

Deferred tax comprises assets and liabilities as follows:

 
                                            2020                             2019 
-----------------------------  -------------------------------  ------------------------------- 
                                   Total      Asset  Liability      Total      Asset  Liability 
                                $million   $million   $million   $million   $million   $million 
-----------------------------  ---------  ---------  ---------  ---------  ---------  --------- 
Deferred tax comprises: 
Accelerated tax depreciation       (493)       (30)      (463)      (526)        (9)      (517) 
Impairment provisions 
 on loans 
 and advances                        419        403         16        957        956          1 
Tax losses carried 
 forward                             282        171        111        263        137        126 
Fair value through 
 other 
 comprehensive income              (146)       (61)       (85)       (49)       (40)        (9) 
Cash flow hedges                       2          6        (4)       (13)          6       (19) 
Own credit adjustment                  3          2          1          2          4        (2) 
Retirement benefit 
 obligations                          36         25         11         31         20         11 
Share-based payments                  23          8         15         16         14          2 
Other temporary differences           98        395      (297)      (187)         17      (204) 
-----------------------------  ---------  ---------  ---------  ---------  ---------  --------- 
                                     224        919      (695)        494      1,105      (611) 
-----------------------------  ---------  ---------  ---------  ---------  ---------  --------- 
 

At 31 December 2020, the Group has net deferred tax assets of $224 million (31 December 2019: $494 million). The recoverability of the Group's deferred tax assets is based on management's judgement of the availability of future taxable profits against which the deferred tax assets will be utilised.

Of the Group's total deferred tax assets, $282 million relates to tax losses carried forward. These tax losses have arisen in individual legal entities and will be offset as future taxable profits arise in those entities.

-- $129 million of the deferred tax assets relating to losses has arisen in Ireland, where there is no expiry date for unused tax losses. These losses relate to aircraft leasing and are expected to be fully utilised over the useful economical life of the assets being up to 18 years

-- $92 million of the deferred tax assets relating to losses has arisen in the US. Management forecasts show that the losses are expected to be fully utilised over a period of five years.

The remaining deferred tax assets of $61 million relating to losses have arisen in other jurisdictions and are expected to be recovered in less than 10 years.

 
                                                                2020        2019 
                                                            $million    $million 
--------------------------------------------------------  ----------  ---------- 
No account has been taken of the following potential 
 deferred tax assets/(liabilities): 
  Withholding tax on unremitted earnings from overseas 
   subsidiaries                                                (315)       (230) 
  Tax losses                                                   1,597       1,297 
  Held-over gains on incorporation of overseas branches        (336)       (410) 
  Other temporary differences                                    160          83 
--------------------------------------------------------  ----------  ---------- 
 

11. Dividends

Accounting policy

Dividends on ordinary shares and preference shares classified as equity are recognised in equity in the year in which they are declared. Dividends on ordinary equity shares are recorded in the year in which they are declared and, in respect of the final dividend, have been approved by the shareholders.

On 31 March 2020, the Group announced that in response to a request from the Prudential Regulation Authority and as a consequence of the unprecedented challenges facing the world due to the COVID-19 pandemic, its Board had decided after careful consideration to withdraw the recommendation to pay a final dividend for 2019 of 20 cents per ordinary share.

Ordinary equity shares

 
                                             2020                 2019 
------------------------------------  -------------------  ------------------- 
                                      Cents per            Cents per 
                                          share  $million      share  $million 
------------------------------------  ---------  --------  ---------  -------- 
2019/2018 final dividend declared 
 and paid during the year                     -         -         15       495 
2020/2019 interim dividend declared 
 and paid during the year                     -         -          7       225 
------------------------------------  ---------  --------  ---------  -------- 
 

Dividends on ordinary equity shares are recorded in the period in which they are declared and, in respect of the final dividend, have been approved by the shareholders. Accordingly, the final ordinary equity share dividends set out above relate to the respective prior years.

2020 recommended final ordinary equity share dividend

The 2020 ordinary equity share dividend recommended by the Board is 9 cents per share. The financial statements for the year ended 31 December 2020 do not reflect this dividend as this will be accounted for in shareholders' equity as an appropriation of retained profits in the year ending 31 December 2021.

The dividend will be paid in either pounds sterling, Hong Kong dollars or US dollars on 20 May 2021 to shareholders on the UK register of members at the close of business in the UK on 5 March 2021.Preference shares and Additional Tier 1 securities

Dividends on these preference shares and securities classified as equity are recorded in the period in which they are declared

 
                                                                     2020        2019 
                                                                 $million    $million 
------------------------------  -----------------------------  ----------  ---------- 
Non-cumulative redeemable       7.014 per cent preference 
 preference shares:              shares of $5 each                     53          53 
 6.409 per cent preference 
  shares of $5 each                                                    20          30 
 ------------------------------------------------------------  ----------  ---------- 
                                                                       73          83 
Additional Tier 1 securities: Fixed rate resetting 
 perpetual subordinated contingent convertible securities             322         365 
-------------------------------------------------------------  ----------  ---------- 
                                                                      395         448 
 ------------------------------------------------------------  ----------  ---------- 
 

12. Earnings per ordinary share

Accounting policy

Basic earnings per ordinary share is calculated by dividing the profit attributable to ordinary shareholders 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 that would have been outstanding assuming the conversion of all dilutive potential ordinary shares, excluding own shares held.

The Group also measures earnings per share on an underlying basis. This differs from earnings defined in IAS 33 Earnings per share. Underlying earnings is profit/(loss) attributable to ordinary shareholders adjusted for profits or losses of a capital nature; amounts consequent to investment transactions driven by strategic intent; and other infrequent and/or exceptional transactions that are significant or material in the context of the Group's normal business earnings for the period.

The table below provides the basis of underlying earnings.

 
                                                                    2020        2019 
                                                                $million    $million 
------------------------------------------------------------  ----------  ---------- 
Profit for the period attributable to equity holders                 751       2,340 
Non-controlling interest                                            (27)        (37) 
Dividend payable on preference shares and AT1 classified 
 as equity                                                         (395)       (448) 
------------------------------------------------------------  ----------  ---------- 
Profit for the period attributable to ordinary shareholders          329       1,855 
------------------------------------------------------------  ----------  ---------- 
 
Items normalised: 
  Provision for regulatory matters                                  (14)         226 
  Restructuring                                                      382         254 
  Profit from joint venture                                            -        (48) 
  Goodwill impairment (Note 9)                                       489          27 
  Net loss on sale of businesses (Note 6)                             38           - 
  Tax on normalised items1                                          (83)         152 
------------------------------------------------------------  ----------  ---------- 
Underlying profit                                                  1,141       2,466 
------------------------------------------------------------  ----------  ---------- 
 
Basic - Weighted average number of shares (millions)               3,160       3,256 
Diluted - Weighted average number of shares (millions)             3,199       3,290 
 
Basic earnings per ordinary share (cents)                           10.4        57.0 
------------------------------------------------------------  ----------  ---------- 
Diluted earnings per ordinary share (cents)                         10.3        56.4 
------------------------------------------------------------  ----------  ---------- 
Underlying basic earnings per ordinary share (cents)                36.1        75.7 
------------------------------------------------------------  ----------  ---------- 
Underlying diluted earnings per ordinary share (cents)              35.7        75.0 
------------------------------------------------------------  ----------  ---------- 
 

1 No tax is included in respect of the impairment of goodwill as no tax relief is available

13. Financial instruments

Classification and measurement

Accounting policy

The Group classifies its financial assets into the following measurement categories: amortised cost; fair value through other comprehensive income (FVOCI); and fair value through profit or loss. Financial liabilities are classified as either amortised cost, or held at fair value through profit or loss. Management determines the classification of its financial assets and liabilities at initial recognition of the instrument or, where applicable, at the time of reclassification.

Financial assets held at amortised cost and fair value through other comprehensive income

Debt instruments held at amortised cost or held at FVOCI have contractual terms that give rise to cash flows that are solely payments of principal and interest (SPPI) characteristics. Principal is the fair value of the financial asset at initial recognition but this may change over the life of the instrument as amounts are repaid. Interest consists of consideration for the time value of money, for the credit risk associated with the principal amount outstanding during a particular period and for other basic lending risks and costs, as well as a profit margin.

In assessing whether the contractual cash flows have SPPI characteristics, the Group considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making the assessment, the Group considers:

-- Contingent events that would change the amount and timing of cash flows

-- Leverage features

-- Prepayment and extension terms

-- Terms that limit the Group's claim to cash flows from specified assets (e.g. non-recourse asset arrangements)

-- Features that modify consideration of the time value of money - e.g. periodical reset of interest rates

Whether financial assets are held at amortised cost or at FVOCI depend on the objectives of the business models under which the assets are held. A business model refers to how the Group manages financial assets to generate cash flows.

The Group makes an assessment of the objective of a business model in which an asset is held at the individual product business line, and where applicable within business lines depending on the way the business is managed and information is provided to management. Factors considered include:

-- How the performance of the product business line is evaluated and reported to the Group's management

-- How managers of the business model are compensated, including whether management is compensated based on the fair value of assets or the contractual cash flows collected

-- The risks that affect the performance of the business model and how those risks are managed

-- The frequency, volume and timing of sales in prior periods, the reasons for such sales and expectations about future sales activity

The Group's business model assessment is as follows:

 
Business  Business     Characteristics                                              Businesses                                     Products 
 model    objective 
--------  -----------  -----------------------------------------------------------  ---------------------------------------------  ------------------------------------- 
Hold to   Intent is 
 collect  to             *    Providing financing and originating assets to earn     *    Corporate Lending                          *    Loans and advances 
          originate           interest income as primary income stream 
          financial 
          assets and                                                                 *    Corporate Finance                          *    Debt securities 
          hold           *    Performing credit risk management activities 
          them to 
          maturity,                                                                  *    Transaction Banking 
          collecting     *    Costs include funding costs, transaction costs and 
          the                 impairment losses 
          contractual                                                                *    Retail Lending 
          cash flows 
          over 
          the term of                                                                *    Treasury Markets (Loans and Borrowings) 
          the 
          instrument 
--------  -----------  -----------------------------------------------------------  ---------------------------------------------  ------------------------------------- 
Hold to   Business 
collect   objective     *    Portfolios held for liquidity needs; or where a          *    Treasury Markets                          *    Derivatives 
and sell  met through        certain interest yield profile is maintained; or that 
          both hold          are normally rebalanced to achieve matching of 
          to                 duration of assets and liabilities                                                                      *    Debt securities 
          collect and 
          by selling 
          financial     *    Income streams come from interest income, fair value 
          assets             changes, and impairment losses 
--------  -----------  -----------------------------------------------------------  ---------------------------------------------  ------------------------------------- 
Fair      All other 
value     business      *    Assets held for trading                                  *    Financial Markets                        *    Derivatives 
through   objectives, 
profit    including 
or loss   trading       *    Assets that are originated, purchased, and sold for      *    Syndication                              *    Trading portfolios 
          and                profit taking or underwriting activity 
          managing 
          financial                                                                   *    All other business lines                 *    Financial Markets reverse repos 
          assets        *    Performance of the portfolio is evaluated on a fair 
          on a fair          value basis 
          value 
          basis 
                        *    Income streams are from fair value changes or trading 
                             gains or losses 
--------  -----------  -----------------------------------------------------------  ---------------------------------------------  ------------------------------------- 
 

Financial assets which have SPPI characteristics and that are held within a business model whose objective is to hold financial assets to collect contractual cash flows ("hold to collect") are recorded at amortised cost. Conversely, financial assets which have SPPI characteristics but are held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets ("Hold to collect and sell") are classified as held at FVOCI.

Both hold to collect business and a hold to collect and sell business model involve holding financial assets to collect the contractual cash flows. However, the business models are distinct by reference to the frequency and significance that asset sales play in meeting the objective under which a particular group of financial assets is managed. Hold to collect business models are characterised by asset sales that are incidental to meeting the objectives under which a group of assets is managed. Sales of assets under a hold to collect business model can be made to manage increases in the credit risk of financial assets but sales for other reasons should be infrequent or insignificant.

Cash flows from the sale of financial assets under a hold to collect and sell business model by contrast are integral to achieving the objectives under which a particular group of financial assets are managed. This may be the case where frequent sales of financial assets are required to manage the Group's daily liquidity requirements or to meet regulatory requirements to demonstrate liquidity of financial instruments. Sales of assets under hold to collect and sell business models are therefore both more frequent and more significant in value than those under the hold to collect model.

Equity instruments designated as held at FVOCI

Non-trading equity instruments acquired for strategic purposes rather than capital gain may be irrevocably designated at initial recognition as held at FVOCI on an instrument-by-instrument basis. Dividends received are recognised in profit or loss. Gains and losses arising from changes in the fair value of these instruments, including foreign exchange gains and losses, are recognised directly in equity and are never reclassified to profit or loss even on derecognition.

Financial assets and liabilities held at fair value through profit or loss

Financial assets which are not held at amortised cost or that are not held at FVOCI are held at fair value through profit or loss. Financial assets and liabilities held at fair value through profit or loss are either mandatorily classified fair value through profit or loss or irrevocably designated at fair value through profit or loss at initial recognition.

Mandatorily classified at fair value through profit or loss

Financial assets and liabilities which are mandatorily held at fair value through profit or loss are split between two subcategories as follows:

Trading, including:

-- Financial assets and liabilities held for trading, which are those acquired principally for the purpose of selling in the short-term

-- Derivatives

Non-trading mandatorily at fair value through profit or loss, including:

-- Instruments in a business which has a fair value business model (see the Group's business model assessment) which are not trading or derivatives;

-- Hybrid financial assets that contain one or more embedded derivatives;

-- Financial assets that would otherwise be measured at amortised cost or FVOCI but which do not have SPPI characteristics;

-- Equity instruments that have not been designated as held at FVOCI

-- Financial liabilities that constitute contingent consideration in a business combination

Designated at fair value through profit or loss

Financial assets and liabilities may be designated at fair value through profit or loss when the designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise from measuring assets or liabilities on a different basis ('accounting mismatch').

Interest rate swaps have been acquired by the Group with the intention of significantly reducing interest rate risk on certain debt securities with fixed rates of interest. To significantly reduce the accounting mismatch between assets and liabilities and measurement bases, these debt securities have been designated at fair value through profit or loss.

Similarly, to reduce accounting mismatches, the Group has designated certain financial liabilities at fair value through profit or loss where the liabilities either:

-- Have fixed rates of interest and interest rate swaps or other interest rate derivatives have been entered with the intention of significantly reducing interest rate risk; or

-- Are exposed to foreign currency risk and derivatives have been acquired with the intention of significantly reducing exposure to market changes; or

-- Have been acquired to fund trading asset portfolios or assets

Financial liabilities may also be designated at fair value through profit or loss where they are managed on a fair value basis or have a embedded derivative where the Group is not able to bifurcate and separately value the embedded derivative component.

Financial liabilities held at amortised cost

Financial liabilities that are not financial guarantees or loan commitments and that are not classified as financial liabilities held at fair value through profit or loss are classified as financial liabilities held at amortised cost.

Preference shares which carry a mandatory coupon that represents a market rate of interest at the issue date, or which are redeemable on a specific date or at the option of the shareholder are classified as financial liabilities and are presented in other borrowed funds. The dividends on these preference shares are recognised in the income statement as interest expense on an amortised cost basis using the effective interest method.

Financial guarantee contracts and loan commitments

The Group issues financial guarantee contracts and loan commitments in return for fees. Financial guarantee contracts and any loan commitments issued at below-market interest rates are initially recognised at their fair value as a financial liability, and subsequently measured at the higher of the initial value less the cumulative amount of income recognised in accordance with the principles of IFRS 15 Revenue from Contracts with Customers and their expected credit loss provision. Loan commitments may be designated at fair value through profit or loss where that is the business model under which such contracts are held.

Fair value of financial assets and liabilities

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 in the principal market for the asset or liability, or in the absence of a principal market, the most advantageous market to which the Group has access at the date. The fair value of a liability includes the risk that the bank will not be able to honour its obligations.

The fair value of financial instruments is generally measured on the basis of the individual financial instrument. However, when a group of financial assets and financial liabilities is managed on the basis of its net exposure to either market risk or credit risk, the fair value of the group of financial instruments is measured on a net basis.

The fair values of quoted financial assets and liabilities in active markets are based on current prices. A market is regarded as active if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. If the market for a financial instrument, and for unlisted securities, is not active, the Group establishes fair value by using valuation techniques.

Initial recognition

Purchases and sales of financial assets and liabilities held at fair value through profit or loss, and debt securities classified as financial assets held at fair value through other comprehensive income are initially recognised on the trade-date (the date on which the Group commits to purchase or sell the asset). Loans and advances and other financial assets held at amortised cost are recognised on the settlement date (the date on which cash is advanced to the borrowers).

All financial instruments are initially recognised at fair value, which is normally the transaction price, plus directly attributable transaction costs for financial assets which are not subsequently measured at fair value through profit or loss.

In certain circumstances, the initial fair value may be based on a valuation technique which may lead to the recognition of profits or losses at the time of initial recognition. However, these profits or losses can only be recognised when the valuation technique used is based solely on observable market data. In those cases where the initially recognised fair value is based on a valuation model that uses unobservable inputs, the difference between the transaction price and the valuation model is not recognised immediately in the income statement but is amortised or released to the income statement as the inputs become observable, or the transaction matures or is terminated.

Subsequent measurement

Financial assets and financial liabilities held at amortised cost

Financial assets and financial liabilities held at amortised cost are subsequently carried at amortised cost using the effective interest method (see Interest income and expense). Foreign exchange gains and losses are recognised in the income statement.

Where a financial instrument carried at amortised cost is the hedged item in a qualifying fair value hedge relationship, its carrying value is adjusted by the fair value gain or loss attributable to the hedged risk.

Financial assets held at FVOCI

Debt instruments held at FVOCI are subsequently carried at fair value, with all unrealised gains and losses arising from changes in fair value (including any related foreign exchange gains or losses) recognised in other comprehensive income and accumulated in a separate component of equity. Foreign exchange gains and losses on the amortised cost are recognised in income. Changes in expected credit losses are recognised in the profit or loss and are accumulated in equity. On derecognition, the cumulative fair value gains or losses, net of the cumulative expected credit loss reserve, are transferred to the profit or loss.

Equity investments designated at FVOCI are subsequently carried at fair value with all unrealised gains and losses arising from changes in fair value (including any related foreign exchange gains or losses) recognised in other comprehensive income and accumulated in a separate component of equity. On derecognition, the cumulative reserve is transferred to retained earnings and is not recycled to profit or loss.

Financial assets and liabilities held at fair value through profit or loss

Financial assets and liabilities mandatorily held at fair value through profit or loss and financial assets designated at fair value through profit or loss are subsequently carried at fair value, with gains and losses arising from changes in fair value, including contractual interest income or expense, recorded in the net trading income line in the profit or loss unless the instrument is part of a cash flow hedging relationship.

Financial liabilities designated at fair value through profit or loss

Financial liabilities designated at fair value through profit or loss are held at fair value, with changes in fair value recognised in the net trading income line in the profit or loss, other than that attributable to changes in credit risk. Fair value changes attributable to credit risk are recognised in other comprehensive income and recorded in a separate category of reserves unless this is expected to create or enlarge an accounting mismatch, in which case the entire change in fair value of the financial liability designated at fair value through profit or loss is recognised in profit or loss.

Derecognition of financial instruments

Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or where the Group has transferred substantially all risks and rewards of ownership. If substantially all the risks and rewards have been neither retained nor transferred and the Group has retained control, the assets continue to be recognised to the extent of the Group's continuing involvement.

Where financial assets have been modified, the modified terms are assessed on a qualitative and quantitative basis to determine whether a fundamental change in the nature of the instrument has occurred, such as whether the derecognition of the pre-existing instrument and the recognition of a new instrument is appropriate.

On derecognition of a financial asset, the difference between the carrying amount of the asset (or the carrying amount allocated to the portion of the asset derecognised) and the sum of the consideration received (including any new asset obtained less any new liability assumed) and any cumulative gain or loss that had been recognised in other comprehensive income is recognised in profit or loss except for equity instruments elected FVOCI (see above) and cumulative fair value adjustments attributable to the credit risk of a liability that are held in other comprehensive income.

Financial liabilities are derecognised when they are extinguished. A financial liability is extinguished when the obligation is discharged, cancelled or expires and this is evaluated both qualitatively and quantitatively. However, where a financial liability has been modified, it is derecognised if the difference between the modified cash flows and the original cash flows is more than 10 per cent, or if less than 10 per cent, the Group will perform a qualitative assessment to determine whether the terms of the two instruments are substantially different.

If the Group purchases its own debt, it is derecognised and the difference between the carrying amount of the liability and the consideration paid is included in 'Other income' except for the cumulative fair value adjustments attributable to the credit risk of a liability that are held in other comprehensive income which are never recycled to the profit or loss.

Modified financial instruments

Financial assets and financial liabilities whose original contractual terms have been modified, including those loans subject to forbearance strategies, are considered to be modified instruments. Modifications may include changes to the tenor, cash flows and or interest rates among other factors.

Where derecognition of financial assets is appropriate (see Derecognition), the newly recognised residual loans are assessed to determine whether the assets should be classified as purchased or originated credit-impaired assets (POCI).

Where derecognition is not appropriate, the gross carrying amount of the applicable instruments is recalculated as the present value of the renegotiated or modified contractual cash flows discounted at the original effective interest rate (or credit adjusted effective interest rate for POCI financial assets). The difference between the recalculated values and the pre-modified gross carrying values of the instruments are recorded as a modification gain or loss in the profit or loss.

Gains and losses arising from modifications for credit reasons are recorded as part of 'Credit impairment' (see Credit Impairment Policy). Modification gains and losses arising for non-credit reasons are recognised either as part of "Credit impairment" or within income depending on whether there has been a change in the credit risk on the financial asset subsequent to the modification. Modification gains and losses arising on financial liabilities are recognised within income. The movements in the applicable expected credit loss loan positions are disclosed in further detail in Risk Review.

Under the Phase 2 Interest Rate Benchmark Reform amendments to IFRS 9, changes to the basis for determining contractual cash flows as a direct result of interest rate benchmark reform are treated as changes to a floating interest rate to that instrument, provided that the transition from the IBOR benchmark rate to the alternative RFR takes place on an economically equivalent basis. Where the instrument is measured at amortised cost or FVOCI, this results in a change in the instrument's effective interest rate, with no change in the amortised cost value of the instrument. If the change to the instrument does not meet these criteria, the Group applies judgement to assess whether the changes are substantial and if they are, the financial instrument is derecognised and a new financial instrument is recognised. If the changes are not substantial, the Group adjusts the gross carrying amount of the financial instrument by the present value of the changes not covered by the practical expedient, discounted using the revised effective interest rate.

Reclassifications

Financial liabilities are not reclassified subsequent to initial recognition. Reclassifications of financial assets are made when, and only when, the business model for those assets changes. Such changes are expected to be infrequent and arise as a result of significant external or internal changes such as the termination of a line of business or the purchase of a subsidiary whose business model is to realise the value of pre-existing held for trading financial assets through a hold to collect model.

Financial assets are reclassified at their fair value on the date of reclassification and previously recognised gains and losses are not restated. Moreover, reclassifications of financial assets between financial assets held at amortised cost and financial assets held at fair value through other comprehensive income do not affect effective interest rate or expected credit loss computations.

Reclassified from amortised cost

Where financial assets held at amortised cost are reclassified to financial assets held at fair value through profit or loss, the difference between the fair value of the assets at the date of reclassification and the previously recognised amortised cost is recognised in profit or loss.

For financial assets held at amortised cost that are reclassified to fair value through other comprehensive income, the difference between the fair value of the assets at the date of reclassification and the previously recognised gross carrying value is recognised in other comprehensive income. Additionally, the related cumulative expected credit loss amounts relating to the reclassified financial assets are reclassified from loan loss provisions to a separate reserve in other comprehensive income at the date of reclassification.

Reclassified from fair value through other comprehensive income

Where financial assets held at fair value through other comprehensive income are reclassified to financial assets held at fair value through profit or loss, the cumulative gain or loss previously recognised in other comprehensive income is transferred to the profit or loss.

For financial assets held at fair value through other comprehensive income that are reclassified to financial assets held at amortised cost, the cumulative gain or loss previously recognised in other comprehensive income is adjusted against the fair value of the financial asset such that the financial asset is recorded at a value as if it had always been held at amortised cost. In addition, the related cumulative expected credit losses held within other comprehensive income are reversed against the gross carrying value of the reclassified assets at the date of reclassification.

Reclassified from fair value through profit or loss

Where financial assets held at fair value through profit or loss are reclassified to financial assets held at fair value through other comprehensive income or financial assets held at amortised cost, the fair value at the date of reclassification is used to determine the effective interest rate on the financial asset going forward. In addition, the date of reclassification is used as the date of initial recognition for the calculation of expected credit losses. Where financial assets held at fair value through profit or loss are reclassified to financial assets held at amortised cost, the fair value at the date of reclassification becomes the gross carrying value of the financial asset.

The Group's classification of its financial assets and liabilities is summarised in the following tables.

 
                                                  Assets at fair value 
---------------  -----  ------------------------------------------------------------------------  ---------  --------- 
                                               Non-trading 
                                               mandatorily  Designated                     Total 
                                                   at fair     at fair     Fair value  financial     Assets 
                                                     value       value        through     assets       held 
                                  Derivatives      through     through          other         at         at 
                                         held       profit      profit  comprehensive       fair  amortised 
                         Trading  for hedging      or loss     or loss         income      value       cost      Total 
Assets           Notes  $million     $million     $million    $million       $million   $million   $million   $million 
---------------  -----  --------  -----------  -----------  ----------  -------------  ---------  ---------  --------- 
Cash and 
 balances 
 at 
 central banks                 -            -            -           -              -          -     66,712     66,712 
Financial 
assets 
held at fair 
value 
through profit 
or loss 
                        --------  -----------  -----------  ----------  -------------  ---------  ---------  --------- 
  Loans and 
   advances 
   to banks(1)             1,552            -        2,325           -              -      3,877          -      3,877 
  Loans and 
   advances 
   to 
   customers(1)            4,169            -        5,129          79              -      9,377          -      9,377 
  Reverse 
   repurchase 
   agreements 
   and 
   other 
   similar 
   secured 
   lending          16         -            -       63,405           -              -     63,405          -     63,405 
  Debt 
   securities, 
   alternative 
   tier 
   one and 
   other 
   eligible 
   bills                  24,919            -          425         256              -     25,600          -     25,600 
  Equity shares            4,223            -          305           -              -      4,528          -      4,528 
                        --------  -----------  -----------  ----------  -------------  ---------  ---------  --------- 
                          34,863            -       71,589         335              -    106,787          -    106,787 
Derivative 
 financial 
 instruments        14    67,826        1,641            -           -              -     69,467          -     69,467 
Loans and 
 advances 
 to banks(1)        15         -            -            -           -              -          -     44,347     44,347 
                        --------  -----------  -----------  ----------  -------------  ---------  ---------  --------- 
  of which - 
   reverse 
   repurchase 
   agreements 
   and other 
   similar 
   secured 
   lending          16         -            -            -           -              -          -      1,247      1,247 
                        --------  -----------  -----------  ----------  -------------  ---------  ---------  --------- 
Loans and 
 advances 
 to 
 customers(1)       15         -            -            -           -              -          -    281,699    281,699 
                        --------  -----------  -----------  ----------  -------------  ---------  ---------  --------- 
  of which - 
   reverse 
   repurchase 
   agreements 
   and other 
   similar 
   secured 
   lending          16         -            -            -           -              -          -      2,919      2,919 
                        --------  -----------  -----------  ----------  -------------  ---------  ---------  --------- 
Investment 
securities 
                        --------  -----------  -----------  ----------  -------------  ---------  ---------  --------- 
  Debt 
   securities, 
   alternative 
   tier 
   one and 
   other 
   eligible 
   bills                       -            -            -           -        133,381    133,381     19,480    152,861 
  Equity shares                -            -            -           -            454        454          -        454 
                        --------  -----------  -----------  ----------  -------------  ---------  ---------  --------- 
                               -            -            -           -        133,835    133,835     19,480    153,315 
Other assets        20         -            -            -           -              -          -     40,978     40,978 
Assets held for 
 sale               21         -            -            -           5              -          5         83         88 
---------------  -----  --------  -----------  -----------  ----------  -------------  ---------  ---------  --------- 
Total at 31 
 December 
 2020                    102,689        1,641       71,589         340        133,835    310,094    453,299    763,393 
---------------  -----  --------  -----------  -----------  ----------  -------------  ---------  ---------  --------- 
 

1 Further analysed in Risk review and Capital review

 
                                                  Assets at fair value 
---------------  -----  ------------------------------------------------------------------------  ---------  --------- 
                                               Non-trading 
                                               mandatorily  Designated                     Total 
                                                   at fair     at fair     Fair value  financial     Assets 
                                                     value       value        through     assets       held 
                                  Derivatives      through     through          other         at         at 
                                         held       profit      profit  comprehensive       fair  amortised 
                         Trading  for hedging      or loss     or loss         income      value       cost      Total 
Assets           Notes  $million     $million     $million    $million       $million   $million   $million   $million 
---------------  -----  --------  -----------  -----------  ----------  -------------  ---------  ---------  --------- 
Cash and 
 balances 
 at 
 central banks                 -            -            -           -              -          -     52,728     52,728 
Financial 
assets 
held at fair 
value 
through profit 
or loss 
                        --------  -----------  -----------  ----------  -------------  ---------  ---------  --------- 
  Loans and 
   advances 
   to banks1                 198            -        3,330           -              -      3,528          -      3,528 
  Loans and 
   advances 
   to 
   customers(1)            2,886            -        4,010           -              -      6,896          -      6,896 
  Reverse 
   repurchase 
   agreements 
   and 
   other 
   similar 
   secured 
   lending          16         -            -       57,604           -              -     57,604          -     57,604 
  Debt 
   securities, 
   alternative 
   tier 
   one and 
   other 
   eligible 
   bills                  21,877            -          166         278              -     22,321          -     22,321 
  Equity 
   shares2                 2,208            -          261           -              -      2,469          -      2,469 
                        --------  -----------  -----------  ----------  -------------  ---------  ---------  --------- 
                          27,169            -       65,371         278              -     92,818          -     92,818 
Derivative 
 financial 
 instruments        14    46,424          788            -           -              -     47,212          -     47,212 
Loans and 
 advances 
 to banks(1)        15         -            -            -           -              -          -     53,549     53,549 
                        --------  -----------  -----------  ----------  -------------  ---------  ---------  --------- 
  of which - 
   reverse 
   repurchase 
   agreements 
   and other 
   similar 
   secured 
   lending          16         -            -            -           -              -          -      1,341      1,341 
                        --------  -----------  -----------  ----------  -------------  ---------  ---------  --------- 
Loans and 
 advances 
 to 
 customers(1)       15         -            -            -           -              -          -    268,523    268,523 
                        --------  -----------  -----------  ----------  -------------  ---------  ---------  --------- 
  of which - 
   reverse 
   repurchase 
   agreements 
   and other 
   similar 
   secured 
   lending          16         -            -            -           -              -          -      1,469      1,469 
                        --------  -----------  -----------  ----------  -------------  ---------  ---------  --------- 
Investment 
securities 
                        --------  -----------  -----------  ----------  -------------  ---------  ---------  --------- 
  Debt 
   securities, 
   alternative 
   tier 
   one and 
   other 
   eligible 
   bills                       -            -            -           -        129,471    129,471     13,969    143,440 
  Equity shares                -            -            -           -            291        291          -        291 
                        --------  -----------  -----------  ----------  -------------  ---------  ---------  --------- 
                               -            -            -           -        129,762    129,762     13,969    143,731 
Other assets        20         -            -            -           -              -          -     36,161     36,161 
Assets held for 
 sale               21         -            -           87         243              -        330         90        420 
---------------  -----  --------  -----------  -----------  ----------  -------------  ---------  ---------  --------- 
Total at 31 
 December 
 2019                     73,593          788       65,458         521        129,762    270,122    425,020    695,142 
---------------  -----  --------  -----------  -----------  ----------  -------------  ---------  ---------  --------- 
 

1 Further analysed in Risk review and Capital review

2 Prior year figures have been restated as the investments in Private Equity has been reclassified from designated at fair value to Non-Trading FVTPL category to reflect correct classification of portfolio

 
                                                      Liabilities at fair value 
---------------------------------  -----  -------------------------------------------------  ---------  --------- 
                                                                   Designated         Total 
                                                                      at fair     financial 
                                                                        value   liabilities 
                                                      Derivatives     through            at 
                                                             held      profit          fair  Amortised 
                                            Trading   for hedging     or loss         value       cost      Total 
Liabilities                        Notes   $million      $million    $million      $million   $million   $million 
---------------------------------  -----  ---------  ------------  ----------  ------------  ---------  --------- 
Financial liabilities held 
 at fair value through 
 profit or loss 
                                          ---------  ------------  ----------  ------------  ---------  --------- 
  Deposits by banks                               -             -       1,249         1,249          -      1,249 
  Customer accounts                               -             -       8,897         8,897          -      8,897 
  Repurchase agreements and 
   other similar 
   secured borrowing                  16          -             -      48,662        48,662          -     48,662 
  Debt securities in issue            22          -             -       5,811         5,811          -      5,811 
  Short positions                             3,754             -           -         3,754          -      3,754 
                                          ---------  ------------  ----------  ------------  ---------  --------- 
                                              3,754             -      64,619        68,373          -     68,373 
Derivative financial instruments      14     69,790         1,743           -        71,533          -     71,533 
Deposits by banks                                 -             -           -             -     30,255     30,255 
Customer accounts                                 -             -           -             -    439,339    439,339 
Repurchase agreements and 
 other similar 
 secured borrowing                    16          -             -           -             -      1,903      1,903 
Debt securities in issue              22          -             -           -             -     55,550     55,550 
Other liabilities                     23          -             -           -             -     47,228     47,228 
Subordinated liabilities and 
 other borrowed funds                 27          -             -           -             -     16,654     16,654 
---------------------------------  -----  ---------  ------------  ----------  ------------  ---------  --------- 
Total at 31 December 2020                    73,544         1,743      64,619       139,906    590,929    730,835 
---------------------------------  -----  ---------  ------------  ----------  ------------  ---------  --------- 
 
 
                                                      Liabilities at fair value 
---------------------------------  -----  -------------------------------------------------  ---------  --------- 
                                                                   Designated         Total 
                                                                      at fair     financial 
                                                                        value   liabilities 
                                                      Derivatives     through            at 
                                                             held      profit          fair  Amortised 
                                            Trading   for hedging     or loss         value       cost      Total 
Liabilities                        Notes   $million      $million    $million      $million   $million   $million 
---------------------------------  -----  ---------  ------------  ----------  ------------  ---------  --------- 
Financial liabilities held 
 at fair value through 
 profit or loss 
                                          ---------  ------------  ----------  ------------  ---------  --------- 
  Deposits by banks                               -             -       1,081         1,081          -      1,081 
  Customer accounts                               -             -       6,947         6,947          -      6,947 
  Repurchase agreements and 
   other similar 
   secured borrowing                  16          -             -      46,283        46,283          -     46,283 
  Debt securities in issue            22          -             -       8,510         8,510          -      8,510 
  Short positions                             4,153             -           -         4,153          -      4,153 
                                          ---------  ------------  ----------  ------------  ---------  --------- 
                                              4,153             -      62,821        66,974          -     66,974 
Derivative financial instruments      14     46,906         1,578           -        48,484          -     48,484 
Deposits by banks                                 -             -           -             -     28,562     28,562 
Customer accounts                                 -             -           -             -    405,357    405,357 
Repurchase agreements and 
 other similar 
 secured borrowing                    16          -             -           -             -      1,935      1,935 
Debt securities in issue              22          -             -           -             -     53,025     53,025 
Other liabilities                     23          -             -           -             -     41,149     41,149 
Subordinated liabilities and 
 other borrowed funds                 27          -             -           -             -     16,207     16,207 
---------------------------------  -----  ---------  ------------  ----------  ------------  ---------  --------- 
Total at 31 December 2019                    51,059         1,578      62,821       115,458    546,235    661,693 
---------------------------------  -----  ---------  ------------  ----------  ------------  ---------  --------- 
 

Interest rate benchmark reform

The Group has elected to early-adopt the 'Interest Rate Benchmark Reform - Phase 2' amendments to IFRS for the year ending 31 December 2020, which apply to a financial instrument when its benchmark interest rate, such as USD LIBOR, is either replaced with an alternative risk-free rate (RFR) or the benchmark itself is reformed so that it depends on actual market transactions instead of panel bank submissions. Please refer to the accounting policy for modified financial instruments which explains how the Group accounts for changes to a financial instrument as a result of interest rate benchmark reform.

The Group also applies the 'Interest Rate Benchmark Reform - Phase 1' amendments, and the Phase 2 reliefs contain additional reliefs for hedge accounting. These are discussed in Note 14.

As at 31 December 2020 the Group had the following notional principal exposures to interest rate benchmarks that are expected to be subject to interest rate benchmark reform. The Group has excluded financial instruments maturing before 31 December 2021 as it is assumed that these will not require reform, due to the expectation that the IBOR benchmarks the Group is exposed to will be published until at least this date.

 
                                                                                                                 Total 
IBOR exposures       USD LIBOR  EUR LIBOR  GBP LIBOR  JPY LIBOR  CHF LIBOR      EONIA    SGD SOR    THB FIX       IBOR 
 by benchmark         $million   $million   $million   $million   $million   $million   $million   $million   $million 
-------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  --------- 
Assets 
Loans and advances 
 to banks                1,072          -         55          -          -          -          -          -      1,127 
Loans and advances 
 to customers           34,143        727      2,861        134         44          -      2,011         33     39,953 
Debt securities, 
 AT1 and other 
 eligible bills          3,984        170      1,409          -          -          -        365          -      5,928 
-------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  --------- 
                        39,199        897      4,325        134         44          -      2,376         33     47,008 
-------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  --------- 
Liabilities 
Deposits by banks          399          -          -          -          -          -          -          -        399 
Customer accounts        4,239          -         19        189          -          -          2         42      4,491 
Repurchase 
 agreements 
 and other secured 
 borrowing               1,195          -          -          -          -          -          -          -      1,195 
Debt securities 
 in issue                2,159          -          -          -          -          -          -          -      2,159 
Subordinated 
 liabilities 
 and other borrowed 
 funds                     160          -         15          -          -          -          -          -        175 
-------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  --------- 
                         8,152          -         34        189          -          -          2         42      8,419 
-------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  --------- 
Derivatives - 
 Foreign exchange 
 contracts 
Currency swaps 
 and options           202,086          -     34,205     14,969      6,634         55      5,125      1,998    265,072 
Derivatives - 
 Interest rate 
 contracts 
Swaps                  839,653         73    104,763     25,328     13,402      4,850     72,849     27,013  1,087,931 
Forward rate 
 agreements 
 and options            21,634          -        523      2,527          -          -         76         55     24,815 
Exchange traded 
 futures 
 and options            63,239          -      1,445          -          -          -          -          -     64,684 
Equity and stock 
 index options              75          -          2          -          -          -          -          -         77 
Credit derivative 
 contracts               4,466          -          -          -          -          -          -        134      4,600 
-------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  --------- 
Total IBOR 
 derivative 
 exposure            1,131,153         73    140,938     48,824     20,036      4,905     78,050     29,200  1,447,179 
-------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  --------- 
Total IBOR exposure  1,178,504        970    145,297     43,147     20,080      4,905     80,428     29,275  1,502,606 
-------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  --------- 
 

Additionally, the Group had off-balance sheet exposures in respect of partially undrawn credit lines that reference an IBOR benchmark. The table below only includes the undrawn portion of existing facilities that are known to reference at least one IBOR benchmark; it does not include facilities that have yet to be drawn down and not known whether the customer may choose to borrow funds linked to an IBOR benchmark.

 
Off-balance sheet IBOR exposures              $million 
--------------------------------------------  -------- 
USD LIBOR                                        7,176 
EUR LIBOR                                           88 
GBP LIBOR                                          763 
CHF LIBOR                                           56 
SGD SOR                                            206 
THB FIX                                              1 
Multi-currency facilities referencing LIBOR      1,352 
--------------------------------------------  -------- 
Total off-balance sheet IBOR exposures           9,642 
--------------------------------------------  -------- 
 

'Multi-currency facilities referencing LIBOR' are facilities where the customer has a choice of two or more floating rates to draw down on and at least one of the floating rates available is a LIBOR benchmark.

Offsetting of financial instruments

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the asset and settle the liability simultaneously.

In practice, for credit mitigation, the Group is able to offset assets and liabilities which do not meet the IAS 32 netting criteria set out below. Such arrangements include master netting arrangements for derivatives and global master repurchase agreements for repurchase and reverse repurchase transactions. These agreements generally allow that all outstanding transactions with a particular counterparty can be offset but only in the event of default or other predetermined events.

In addition, the Group also receives and pledges readily realisable collateral for derivative transactions to cover net exposure in the event of a default. Under repurchase and reverse repurchase agreements the Group pledges (legally sells) and obtains (legally purchases) respectively, highly liquid assets which can be sold in the event of a default.

The following tables set out the impact of netting on the balance sheet. This comprises derivative transactions settled through an enforceable netting agreement where we have the intent and ability to settle net and which are offset on the balance sheet.

 
                                                                     2020 
------------------------------  ------------------------------------------------------------------------------- 
                                                                               Related amount 
                                                                                  not offset 
                                                                                in the balance 
                                                                                    sheet 
                                --------------  ---------  -------------  -------------------------  ---------- 
                                                             Net amounts 
                                                   Impact   of financial 
                                                       of    instruments 
                                 Gross amounts     offset      presented 
                                 of recognised     in the         in the 
                                     financial    balance        balance     Financial    Financial 
                                   instruments      sheet          sheet   instruments   collateral  Net amount 
                                      $million   $million       $million      $million     $million    $million 
------------------------------  --------------  ---------  -------------  ------------  -----------  ---------- 
Assets 
Derivative financial 
 instruments                           111,979   (42,512)         69,467      (47,097)     (10,136)      12,234 
Reverse repurchase agreements 
 and other similar secured 
 lending                                75,490    (7,919)         67,571             -     (67,571)           - 
------------------------------  --------------  ---------  -------------  ------------  -----------  ---------- 
At 31 December 2020                    187,469   (50,431)        137,038      (47,097)     (77,707)      12,234 
------------------------------  --------------  ---------  -------------  ------------  -----------  ---------- 
Liabilities 
Derivative financial 
 instruments                           114,045   (42,512)         71,533      (47,097)     (11,757)      12,679 
Repurchase agreements 
 and other 
 similar secured borrowing              58,484    (7,919)         50,565             -     (50,565)           - 
------------------------------  --------------  ---------  -------------  ------------  -----------  ---------- 
At 31 December 2020                    172,529   (50,431)        122,098      (47,097)     (62,322)      12,679 
------------------------------  --------------  ---------  -------------  ------------  -----------  ---------- 
 
 
                                                                     2019 
------------------------------  ------------------------------------------------------------------------------- 
                                                                               Related amount 
                                                                                  not offset 
                                                                                in the balance 
                                                                                    sheet 
                                --------------  ---------  -------------  -------------------------  ---------- 
                                                             Net amounts 
                                                   Impact   of financial 
                                                       of    instruments 
                                 Gross amounts     offset      presented 
                                 of recognised     in the         in the 
                                     financial    balance        balance     Financial    Financial 
                                   instruments      sheet          sheet   instruments   collateral  Net amount 
                                      $million   $million       $million      $million     $million    $million 
------------------------------  --------------  ---------  -------------  ------------  -----------  ---------- 
Assets 
Derivative financial 
 instruments                            63,854   (16,642)         47,212      (28,659)      (7,824)      10,729 
Reverse repurchase agreements 
 and other similar secured 
 lending                                63,535    (3,121)         60,414             -     (60,414)           - 
------------------------------  --------------  ---------  -------------  ------------  -----------  ---------- 
At 31 December 2019                    127,389   (19,763)        107,626      (28,659)     (68,238)      10,729 
------------------------------  --------------  ---------  -------------  ------------  -----------  ---------- 
Liabilities 
Derivative financial 
 instruments                            65,126   (16,642)         48,484      (28,659)      (9,169)      10,656 
Repurchase agreements 
 and other 
 similar secured borrowing              51,339    (3,121)         48,218             -     (48,218)           - 
------------------------------  --------------  ---------  -------------  ------------  -----------  ---------- 
At 31 December 2019                    116,465   (19,763)         96,702      (28,659)     (57,387)      10,656 
------------------------------  --------------  ---------  -------------  ------------  -----------  ---------- 
 

Related amounts not offset in the balance sheet comprises:

-- Financial instruments not offset in the balance sheet but covered by an enforceable netting arrangement. This comprises master netting arrangements held against derivative financial instruments and excludes the effect of over-collateralisation

-- Financial instruments where a legal opinion evidencing enforceability of the right of offset may not have been sought, or may have been unable to obtain

-- Financial collateral comprises cash collateral pledged and received for derivative financial instruments and collateral bought and sold for reverse repurchase and repurchase agreements respectively and excludes the effect of over-collateralisation

Financial liabilities designated at fair value through profit or loss

 
                                                                  2020        2019 
                                                              $million    $million 
----------------------------------------------------------  ----------  ---------- 
Carrying balance aggregate fair value                           64,619      62,821 
Amount contractually obliged to repay at maturity               64,405      62,505 
Difference between aggregate fair value and contractually 
 obliged to repay at maturity                                      214         316 
Cumulative change in fair value accredited to credit 
 risk difference                                                  (43)          17 
----------------------------------------------------------  ----------  ---------- 
 

During 2020, the Group enhanced its valuation methodology for financial liabilities designated at fair value through profit or loss. The financial impact of the revision in methodology is a loss of $56 million in net trading income and a loss in other comprehensive income of $78 million. These impacts are treated as a change in accounting estimate.

The net fair value loss on financial liabilities designated at fair value through profit or loss was $247 million for the year (31 December 2019: net loss of $1,602 million). Further details of the Group's own credit adjustment (OCA) valuation technique is described later in this Note.

Valuation of financial instruments

The fair values of quoted financial assets and liabilities in active markets are based on current prices. A market is regarded as active if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. Wherever possible, fair values have been calculated using unadjusted quoted market prices in active markets for identical instruments held by the Group. Where quoted market prices are not available, or are unreliable because of poor liquidity, fair values have been determined using valuation techniques which, to the extent possible, use market observable inputs, but in some cases use non market observable inputs. Valuation techniques used include discounted cash flow analysis and pricing models and, where appropriate, comparison with instruments that have characteristics similar to those of the instruments held by the Group.

The Valuation Control function is responsible for independent price verification, oversight of fair value and appropriate value adjustments and escalation of valuation issues. Independent price verification is the process of determining that the valuations incorporated into the financial statements are validated independent of the business area responsible for the product. The Valuation Control function has oversight of the fair value adjustments to ensure the financial instruments are priced to exit. These are key controls in ensuring the material accuracy of the valuations incorporated in the financial statements. The market data used for price verification may include data sourced from recent trade data involving external counterparties or third parties such as Bloomberg, Reuters, brokers and consensus pricing providers. Valuation Control performs a semi-annual review of the suitability of the market data used for price testing. Price verification uses independently sourced data that is deemed most representative of the market the instruments trade in. To determine the quality of the market data inputs, factors such as independence, relevance, reliability, availability of multiple data sources and methodology employed by the pricing provider are taken into consideration.

The Valuation and Benchmarks Committee (VBC) is the valuation governance forum consisting of representatives from Group Market Risk, Product Control, Valuation Control and the business, which meets monthly to discuss and approve the independent valuations of the inventory. For Principal Finance, the Investment Committee meeting is held on a quarterly basis to review investments and valuations.

Significant accounting estimates and judgements

The Group evaluates the significance of financial instruments and material accuracy of the valuations incorporated in the financial statements as they involve a high degree of judgement and estimation uncertainty in determining the carrying values of financial assets and liabilities at the balance sheet date.

-- Fair value of financial instruments is determined using valuation techniques and estimates (see below) which, to the extent possible, use market observable inputs, but in some cases use non-market observable inputs. Changes in the observability of significant valuation inputs can materially affect the fair values of financial instruments

-- When establishing the exit price of a financial instrument using a valuation technique, the Group estimates valuation adjustments in determining the fair value

-- In determining the valuation of financial instruments, the Group makes judgements on the amounts reserved to cater for model and valuation risks, which cover both Level 2 and Level 3 assets, and the significant valuation judgements in respect of Level 3 instruments

Where the estimated measurement of fair value is more judgemental in respect of Level 3 assets, these are valued based on models that use a significant degree of non-market-based unobservable inputs

Valuation techniques

Refer to the fair value hierarchy explanation - Level 1, 2 and 3

-- Financial instruments held at fair value

-- Debt securities - asset-backed securities: Asset-backed securities are valued based on external prices obtained from consensus pricing providers, broker quotes, recent trades, arrangers' quotes, etc. Where an observable price is available for a given security, it is classified as Level 2. In instances where third-party prices are not available or reliable, the security is classified as Level 3. The fair value of Level 3 securities is estimated using market standard cash flow models with input parameter assumptions which include prepayment speeds, default rates, discount margins derived from comparable securities with similar vintage, collateral type, and credit ratings

-- Debt securities in issue: These debt securities relate to structured notes issued by the Group. Where independent market data is available through pricing vendors and broker sources these positions are classified as Level 2. Where such liquid external prices are not available, valuations of these debt securities are implied using input parameters such as bond spreads and credit spreads, and are classified as Level 3. These input parameters are determined with reference to the same issuer (if available) or proxies from comparable issuers or assets

-- Derivatives: Derivative products are classified as Level 2 if the valuation of the product is based upon input parameters which are observable from independent and reliable market data sources. Derivative products are classified as Level 3 if there are significant valuation input parameters which are unobservable in the market, such as products where the performance is linked to more than one underlying variable. Examples are foreign exchange basket options, equity options based on the performance of two or more underlying indices and interest rate products with quanto payouts. In most cases these unobservable correlation parameters cannot be implied from the market, and methods such as historical analysis and comparison with historical levels or other benchmark data must be employed

-- Equity shares - private equity: The majority of private equity unlisted investments are valued based on earning multiples - Price-to-Earnings (P/E) or enterprise value to earnings before income tax, depreciation and amortisation (EV/EBITDA) ratios - of comparable listed companies. The two primary inputs for the valuation of these investments are the actual or forecast earnings of the investee companies and earning multiples for the comparable listed companies. To ensure comparability between these unquoted investments and the comparable listed companies, appropriate adjustments are also applied (for example, liquidity and size) in the valuation. In circumstances where an investment does not have direct comparables or where the multiples for the comparable companies cannot be sourced from reliable external sources, alternative valuation techniques (for example, discounted cash flow models), which use predominantly unobservable inputs or Level 3 inputs, may be applied. Even though earning multiples for the comparable listed companies can be sourced from third-party sources (for example, Bloomberg), and those inputs can be deemed Level 2 inputs, all unlisted investments (excluding those where observable inputs are available, for example, Over-the-counter (OTC) prices) are classified as Level 3 on the basis that the valuation methods involve judgements ranging from determining comparable companies to discount rates where the discounted cash flow method is applied

-- Loans and advances: These primarily include loans in the global syndications business which were not syndicated as of the balance sheet date and other financing transactions within Financial Markets and loans and advances including reverse repurchase agreements that do not have SPPI cash flows or are managed on a fair value basis. These loans are generally bilateral in nature and, where available, their valuation is based on observable clean sales transactions prices or market observable spreads. If observable credit spreads are not available, proxy spreads based on comparable loans with similar credit grade, sector and region, are used. Where observable credit spreads and market standard proxy methods are available, these loans are classified as Level 2. Where there are no recent transactions or comparable loans, these loans are classified as Level 3

-- Other debt securities: These debt securities include convertible bonds, corporate bonds, credit and structured notes. Where quoted prices are available through pricing vendors, brokers or observable trading activities from liquid markets, these are classified as Level 2 and valued using such quotes. Where there are significant valuation inputs which are unobservable in the market, due to illiquid trading or the complexity of the product, these are classified as Level 3. The valuations of these debt securities are implied using input parameters such as bond spreads and credit spreads. These input parameters are determined with reference to the same issuer (if available) or proxied from comparable issuers or assets

-- Financial instruments held at amortised cost

The following sets out the Group's basis for establishing fair values of amortised cost financial instruments and their classification between Levels 1, 2 and 3. As certain categories of financial instruments are not actively traded, there is a significant level of management judgement involved in calculating the fair values:

-- Cash and balances at central banks: The fair value of cash and balances at central banks is their carrying amounts

-- Debt securities in issue, subordinated liabilities and other borrowed funds: The aggregate fair values are calculated based on quoted market prices. For those notes where quoted market prices are not available, a discounted cash flow model is used based on a current market related yield curve appropriate for the remaining term to maturity

-- Deposits and borrowings: The estimated fair value of deposits with no stated maturity is the amount repayable on demand. The estimated fair value of fixed interest-bearing deposits and other borrowings without quoted market prices is based on discounted cash flows using the prevailing market rates for debts with a similar Credit Risk and remaining maturity

-- Investment securities: For investment securities that do not have directly observable market values, the Group utilises a number of valuation techniques to determine fair value. Where available, securities are valued using input proxies from the same or closely related underlying (for example, bond spreads from the same or closely related issuer) or input proxies from a different underlying (for example, a similar bond but using spreads for a particular sector and rating). Certain instruments cannot be proxies as set out above, and in such cases the positions are valued using non-market observable inputs. This includes those instruments held at amortised cost and predominantly relates to asset-backed securities. The fair value for such instruments is usually proxies from internal assessments of the underlying cash flows

-- Loans and advances to banks and customers: For loans and advances to banks, the fair value of floating rate placements and overnight deposits is their carrying amounts. The estimated fair value of fixed interest-bearing deposits is based on discounted cash flows using the prevailing money market rates for debts with a similar Credit Risk and remaining maturity. The Group's loans and advances to customers' portfolio is well diversified by geography and industry. Approximately a quarter of the portfolio re-prices within one month, and approximately half re-prices within 12 months. Loans and advances are presented net of provisions for impairment. The fair value of loans and advances to customers with a residual maturity of less than one year generally approximates the carrying value. The estimated fair value of loans and advances with a residual maturity of more than one year represents the discounted amount of future cash flows expected to be received, including assumptions relating to prepayment rates and Credit Risk. Expected cash flows are discounted at current market rates to determine fair value. The Group has a wide range of individual instruments within its loans and advances portfolio and as a result providing quantification of the key assumptions used to value such instruments is impractical

-- Other assets: Other assets comprise primarily of cash collateral and trades pending settlement. The carrying amount of these financial instruments is considered to be a reasonable approximation of fair value as they are either short-term in nature or re-price to current market rates frequently

Fair value adjustments

When establishing the exit price of a financial instrument using a valuation technique, the Group considers adjustments to the modelled price which market participants would make when pricing that instrument. The main valuation adjustments (described further below) in determining fair value for financial assets and financial liabilities are as follows:

 
                                             Movement                            Movement 
                                               during                              during 
                               01.01.2020    the year    31.12.20  01.01.2019    the year    31.12.19 
                                 $million    $million    $million    $million    $million    $million 
-----------------------------  ----------  ----------  ----------  ----------  ----------  ---------- 
Bid-offer valuation 
 adjustment                            79          24         103          67          12          79 
Credit valuation adjustment           136          53         189         196        (60)         136 
Debit valuation adjustment           (43)        (12)        (55)       (143)         100        (43) 
Model valuation adjustment              7         (2)           5           6           1           7 
Funding valuation adjustment           26        (21)           5          60        (34)          26 
Other fair value adjustments           45        (13)          32          59        (14)          45 
-----------------------------  ----------  ----------  ----------  ----------  ----------  ---------- 
Total                                 250          29         279         245           5         250 
-----------------------------  ----------  ----------  ----------  ----------  ----------  ---------- 
 
Income deferrals 
Day 1 and other deferrals             103          35         138         100           3         103 
-----------------------------  ----------  ----------  ----------  ----------  ----------  ---------- 
Total                                 103          35         138         100           3         103 
-----------------------------  ----------  ----------  ----------  ----------  ----------  ---------- 
 

Note: Bracket represents an asset and credit to the income statement

-- Bid-offer valuation adjustment: Generally, market parameters are marked on a mid-market basis in the revaluation systems, and a bid-offer valuation adjustment is required to quantify the expected cost of neutralising the business' positions through dealing away in the market, thereby bringing long positions to bid and short positions to offer. The methodology to calculate the bid-offer adjustment for a derivative portfolio involves netting between long and short positions and the grouping of risk by strike and tenor based on the hedging strategy where long positions are marked to bid and short positions marked to offer in the systems

-- Credit valuation adjustment (CVA): The Group accounts for CVA against the fair value of derivative products. CVA is an adjustment to the fair value of the transactions to reflect the possibility that our counterparties may default and we may not receive the full market value of the outstanding transactions. It represents an estimate of the adjustment a market participant would include when deriving a purchase price to acquire our exposures. CVA is calculated for each subsidiary, and within each entity for each counterparty to which the entity has exposure and takes account of any collateral we may hold. The Group calculates the CVA by using estimates of future positive exposure, market-implied probability of default (PD) and recovery rates. Where market-implied data is not readily available, we use market-based proxies to estimate the PD. Wrong-way risk occurs when the exposure to a counterparty is adversely correlated with the credit quality of that counterparty, and the Group has implemented a model to capture this impact for key wrong-way exposures. The Group also captures the uncertainties associated with wrong-way risk in the Group's Prudential Valuation Adjustments framework

-- Debit valuation adjustment (DVA): The Group calculates DVA adjustments on its derivative liabilities to reflect changes in its own credit standing. The Group's DVA adjustments will increase if its credit standing worsens and conversely, decrease if its credit standing improves. For derivative liabilities, a DVA adjustment is determined by applying the Group's probability of default to the Group's negative expected exposure against the counterparty. The Group's probability of default and loss expected in the event of default is derived based on bond and CDS spreads associated with the Group's issuances and market standard recovery levels. The expected exposure is modelled based on the simulation of the underlying risk factors over the expected life of the deal. This simulation methodology incorporates the collateral posted by the Group and the effects of master netting agreements

-- Model valuation adjustment: Valuation models may have pricing deficiencies or limitations that require a valuation adjustment. These pricing deficiencies or limitations arise due to the choice, implementation and calibration of the pricing model

-- Funding valuation adjustment (FVA): The Group makes FVA adjustments against derivative products. FVA reflects an estimate of the adjustment to its fair value that a market participant would make to incorporate funding costs or benefits that could arise in relation to the exposure. FVA is calculated by determining the net expected exposure at a counterparty level and then applying a funding rate to those exposures that reflect the market cost of funding. The FVA for uncollateralised (including partially collateralised) derivatives incorporates the estimated present value of the market funding cost or benefit associated with funding these transactions

-- Other fair value adjustments: The Group calculates the fair value on the interest rate callable products by calibrating to a set of market prices with differing maturity, expiry and strike of the trades

-- Day one and other deferrals: In certain circumstances the initial fair value may be based on a valuation technique which differs to the transaction price at the time of initial recognition. However, gains can only be recognised when the valuation technique used is based primarily on observable market data. In those cases where the initially recognised fair value is based on a valuation model that uses inputs which are not observable in the market, the difference between the transaction price and the valuation model is not recognised immediately in the income statement. The difference is amortised to the income statement until the inputs become observable, or the transaction matures or is terminated. Other deferrals primarily represent adjustments taken to reflect the specific terms and conditions of certain derivative contracts which affect the termination value at the measurement date

In addition, the Group calculates own credit adjustment (OCA) on its issued debt designated at fair value, including structured notes, in order to reflect changes in its own credit standing. Own issued note liabilities are discounted utilising spreads as at the measurement date. These spreads consist of a market level of funding component and an idiosyncratic own credit component. Under IFRS 9 the change in the own credit component (OCA) is reported under other comprehensive income. The Group's OCA reserve will increase if its credit standing worsens and conversely, decrease if its credit standing improves. The Group's OCA reserve will reverse over time as its liabilities mature. The OCA at 31 December 2020 is a loss of $43 million (31 December 2019: $17million gain).

Fair value hierarchy - financial instruments held at fair value

Assets and liabilities carried at fair value or for which fair values are disclosed have been classified into three levels according to the observability of the significant inputs used to determine the fair values. Changes in the observability of significant valuation inputs during the reporting period may result in a transfer of assets and liabilities within the fair value hierarchy. The Group recognises transfers between levels of the fair value hierarchy when there is a significant change in either its principal market or the level of observability of the inputs to the valuation techniques as at the end of the reporting period.

-- Level 1: Fair value measurements are those derived from unadjusted quoted prices in active markets for identical assets or liabilities

-- Level 2: Fair value measurements are those 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: Fair value measurements are those where inputs which could have a significant effect on the instrument's valuation are not based on observable market data

The following tables show the classification of financial instruments held at fair value into the valuation hierarchy:

 
                                                    Level 1     Level 2     Level 3       Total 
Assets                                             $million    $million    $million    $million 
-----------------------------------------------  ----------  ----------  ----------  ---------- 
Financial instruments held at fair 
 value through profit or loss 
  Loans and advances to banks                             -       3,677         200       3,877 
  Loans and advances to customers                         -       8,659         718       9,377 
  Reverse repurchase agreements and other 
   similar secured lending                                -      62,341       1,064      63,405 
  Debt securities and other eligible 
   bills                                              9,453      15,889         258      25,600 
  Of which: 
                                                 ----------  ----------  ----------  ---------- 
     Government bonds and treasury bills              8,904       7,929           -      16,833 
     Issued by corporates other than financial 
      institutions1                                      49       3,880         256       4,185 
     Issued by financial institutions1                  500       4,080           2       4,582 
                                                 ----------  ----------  ----------  ---------- 
 
  Equity shares                                       3,657         592         279       4,528 
 
Derivative financial instruments                        473      68,986           8      69,467 
  Of which: 
                                                 ----------  ----------  ----------  ---------- 
     Foreign exchange                                   111      54,533           3      54,647 
     Interest rate                                       36      11,788           2      11,826 
     Credit                                               -       1,700           2       1,702 
     Equity and stock index options                       -         109           1         110 
     Commodity                                          326         856           -       1,182 
                                                 ----------  ----------  ----------  ---------- 
 
Investment securities 
  Debt securities and other eligible 
   bills                                             68,280      65,061          40     133,381 
  Of which: 
                                                 ----------  ----------  ----------  ---------- 
     Government bonds and treasury bills             52,771      27,171          40      79,982 
     Issued by corporates other than financial 
      institutions1                                   6,229       9,498           -      15,727 
     Issued by financial institutions(1)              9,280      28,392           -      37,672 
                                                 ----------  ----------  ----------  ---------- 
 
  Equity shares                                          68           5         381         454 
-----------------------------------------------  ----------  ----------  ----------  ---------- 
Total financial instruments at 31 December 
 2020(2)                                             81,931     225,210       2,948     310,089 
-----------------------------------------------  ----------  ----------  ----------  ---------- 
 
Liabilities 
Financial instruments held at fair 
 value through profit or loss 
  Deposits by banks                                       -       1,103         146       1,249 
  Customer accounts                                       -       8,876          21       8,897 
  Repurchase agreements and other similar 
   secured borrowing                                      -      48,662           -      48,662 
  Debt securities in issue                                -       5,651         160       5,811 
  Short positions                                     2,573       1,181           -       3,754 
 
Derivative financial instruments                        413      71,001         119      71,533 
  Of which: 
                                                 ----------  ----------  ----------  ---------- 
     Foreign exchange                                   115      56,968           2      57,085 
     Interest rate                                       11      10,387          26      10,424 
     Credit                                               -       2,904          86       2,990 
     Equity and stock index options                       -         255           5         260 
     Commodity                                          287         487           -         774 
                                                 ----------  ----------  ----------  ---------- 
 
Total financial instruments at 31 December 
 20202                                                2,986     136,474         446     139,906 
-----------------------------------------------  ----------  ----------  ----------  ---------- 
 

1 Includes covered bonds of $7,216 million, securities issued by Multilateral Development Banks/International Organisations of $10,870 million and State-owned agencies and development banks of $15,606 million

2 The above table does not include held for sale assets of $5 million and liabilities of $nil. These are reported in Note 21 together with their fair value hierarchy

There were no significant changes to valuation or levelling approaches in 2020.

There were no significant transfers of financial assets and liabilities measured at fair value between Level 1 and Level 2 during the year.

 
                                                    Level 1     Level 2     Level 3       Total 
Assets                                             $million    $million    $million    $million 
-----------------------------------------------  ----------  ----------  ----------  ---------- 
Financial instruments held at fair 
 value through profit or loss 
  Loans and advances to banks                             -       3,163         365       3,528 
  Loans and advances to customers                         -       6,453         443       6,896 
  Reverse repurchase agreements and other 
   similar secured lending                                -      57,604           -      57,604 
  Debt securities and other eligible 
   bills                                              5,963      16,158         200      22,321 
  Of which: 
                                                 ----------  ----------  ----------  ---------- 
     Government bonds and treasury bills              5,656       7,898           -      13,554 
     Issued by corporates other than financial 
      institutions1                                       7       5,090         200       5,297 
     Issued by financial institutions1                  300       3,170           -       3,470 
                                                 ----------  ----------  ----------  ---------- 
 
  Equity shares                                       2,241           -         228       2,469 
 
Derivative financial instruments                        466      46,729          17      47,212 
  Of which: 
                                                 ----------  ----------  ----------  ---------- 
     Foreign exchange                                    69      25,929           8      26,006 
     Interest rate                                       28      19,342           4      19,374 
     Credit                                               -       1,231           1       1,232 
     Equity and stock index options                       -          23           4          27 
     Commodity                                          369         204           -         573 
                                                 ----------  ----------  ----------  ---------- 
 
Investment securities 
  Debt securities and other eligible 
   bills                                             73,699      55,734          38     129,471 
  Of which: 
                                                 ----------  ----------  ----------  ---------- 
     Government bonds and treasury bills             54,637      19,664          33      74,334 
     Issued by corporates other than financial 
      institutions1                                  11,667      14,505           5      26,177 
     Issued by financial institutions1                7,395      21,565           -      28,960 
                                                 ----------  ----------  ----------  ---------- 
 
  Equity shares                                          30           4         257         291 
-----------------------------------------------  ----------  ----------  ----------  ---------- 
Total financial instruments at 31 December 
 2019(2)                                             82,399     185,845       1,548     269,792 
-----------------------------------------------  ----------  ----------  ----------  ---------- 
 
Liabilities 
Financial instruments held at fair 
 value through profit or loss 
  Deposits by banks                                       -       1,025          56       1,081 
  Customer accounts                                       -       6,907          40       6,947 
  Repurchase agreements and other similar 
   secured borrowing                                      -      46,283           -      46,283 
  Debt securities in issue                                -       8,100         410       8,510 
  Short positions                                     2,499       1,654           -       4,153 
 
Derivative financial instruments                        515      47,912          57      48,484 
  Of which: 
                                                 ----------  ----------  ----------  ---------- 
     Foreign exchange                                    97      26,824           5      26,926 
     Interest rate                                       31      18,891           9      18,931 
     Credit                                               -       1,892          23       1,915 
     Equity and stock index options                       -          76          20          96 
     Commodity                                          387         229           -         616 
                                                 ----------  ----------  ----------  ---------- 
 
Total financial instruments at 31 December 
 20192                                                3,014     111,881         563     115,458 
-----------------------------------------------  ----------  ----------  ----------  ---------- 
 

1 Includes covered bonds of $6,137 million (represented from $3,499 million), securities issued by Multilateral Development Banks/International Organisations of $11,894 million and State-owned agencies and development banks of $17,936 million

2 The above table does not include held for sale assets of $330 million and liabilities of $nil. These are reported in Note 21 together with their fair value hierarchy

Fair value hierarchy - financial instruments measured at amortised cost

The following table shows the carrying amounts and incorporates the Group's estimate of fair values of those financial assets and liabilities not presented on the Group's balance sheet at fair value. These fair values may be different from the actual amount that will be received or paid on the settlement or maturity of the financial instrument. For certain instruments, the fair value may be determined using assumptions for which no observable prices are available.

 
                                                                Fair value 
--------------------------------  ----------  ---------------------------------------------- 
                                    Carrying 
                                       value     Level 1     Level 2     Level 3       Total 
                                    $million    $million    $million    $million    $million 
--------------------------------  ----------  ----------  ----------  ----------  ---------- 
Assets 
Cash and balances at central 
 banks(1)                             66,712           -      66,712           -      66,712 
Loans and advances to banks           44,347           -      44,275           4      44,279 
                                  ----------  ----------  ----------  ----------  ---------- 
  of which - reverse repurchase 
   agreements and other similar 
   secured lending                     1,247           -       1,265           -       1,265 
                                  ----------  ----------  ----------  ----------  ---------- 
Loans and advances to customers      281,699           -      29,145     251,991     281,136 
                                  ----------  ----------  ----------  ----------  ---------- 
  of which - reverse repurchase 
   agreements and other similar 
   secured lending                     2,919           -       2,922           -       2,922 
                                  ----------  ----------  ----------  ----------  ---------- 
Investment securities2                19,480           -      20,349           7      20,356 
Other assets(1)                       40,978           -      40,978           -      40,978 
Assets held for sale                      83           -          25          58          83 
--------------------------------  ----------  ----------  ----------  ----------  ---------- 
At 31 December 2020                  453,299           -     201,484     252,060     453,544 
--------------------------------  ----------  ----------  ----------  ----------  ---------- 
Liabilities 
Deposits by banks                     30,255           -      30,288           -      30,288 
Customer accounts                    439,339           -     439,407           -     439,407 
Repurchase agreements and other 
 similar secured borrowing             1,903           -       1,903           -       1,903 
Debt securities in issue              55,550      25,638      30,441           -      56,079 
Subordinated liabilities and 
 other borrowed funds                 16,654      16,993         607           -      17,600 
Other liabilities(1)                  47,228           -      47,228           -      47,228 
--------------------------------  ----------  ----------  ----------  ----------  ---------- 
At 31 December 2020                  590,929      42,631     549,874           -     592,505 
--------------------------------  ----------  ----------  ----------  ----------  ---------- 
 
 
                                                                Fair value 
--------------------------------  ----------  ---------------------------------------------- 
                                    Carrying 
                                       value     Level 1     Level 2     Level 3       Total 
                                    $million    $million    $million    $million    $million 
--------------------------------  ----------  ----------  ----------  ----------  ---------- 
Assets 
Cash and balances at central 
 banks(1)                             52,728           -      52,728           -      52,728 
Loans and advances to banks           53,549           -      53,431           -      53,431 
                                  ----------  ----------  ----------  ----------  ---------- 
  of which - reverse repurchase 
   agreements and other similar 
   secured lending                     1,341           -       1,356           -       1,356 
                                  ----------  ----------  ----------  ----------  ---------- 
Loans and advances to customers      268,523           -      22,829     246,632     269,461 
                                  ----------  ----------  ----------  ----------  ---------- 
  of which - reverse repurchase 
   agreements and other similar 
   secured lending                     1,469           -       1,341         130       1,471 
                                  ----------  ----------  ----------  ----------  ---------- 
Investment securities2                13,969           -   14,238(3)          20      14,261 
Other assets(1)                       36,161           -      36,161           -      36,161 
Assets held for sale                      90           -          70          20          90 
--------------------------------  ----------  ----------  ----------  ----------  ---------- 
At 31 December 2019                  425,020           -     179,457     246,672     426,132 
--------------------------------  ----------  ----------  ----------  ----------  ---------- 
Liabilities 
Deposits by banks                     28,562           -      28,577           -      28,577 
Customer accounts                    405,357           -     405,361           -     405,361 
Repurchase agreements and other 
 similar secured borrowing             1,935           -       1,935           -       1,935 
Debt securities in issue              53,025      20,031      33,269           -      53,300 
Subordinated liabilities and 
 other borrowed funds                 16,207      15,986         803           -      16,789 
Other liabilities(1)                  41,149           -      41,149           -      41,149 
--------------------------------  ----------  ----------  ----------  ----------  ---------- 
At 31 December 2019                  546,235      36,017     511,094           -     547,111 
--------------------------------  ----------  ----------  ----------  ----------  ---------- 
 

1 The carrying amount of these financial instruments is considered to be a reasonable approximation of fair value as they are short-term in nature or reprice to current market rates frequently

2 Includes Government bonds and Treasury bills of $ 7,371 million at 31 December 2020 and $5,973 million at 31 December 2019

3 Fair value of investment securities restated from $13,107 million to $14,238 million as a result of an observable price in the market now being used

Loans and advances to customers by client segment1

 
                                                             2020 
--------------------------  ----------------------------------------------------------------------- 
                                      Carrying value                         Fair value 
                            ----------------------------------   ---------------------------------- 
                                           Stage 1                              Stage 1 
                                               and                                  and 
                                             stage                                stage 
                               Stage 3           2       Total      Stage 3           2       Total 
                              $million    $million    $million     $million    $million    $million 
--------------------------  ----------  ----------  ----------   ----------  ----------  ---------- 
Corporate & Institutional 
 Banking                         2,441     106,513     108,954        2,487     106,316     108,803 
Retail Banking                     604     114,941     115,545          610     114,737     115,347 
Commercial Banking                 601      23,902      24,503          622      23,645      24,267 
Private Banking                    227      13,321      13,548          228      13,342      13,570 
Central & other items                -      19,149      19,149            -      19,149      19,149 
--------------------------  ----------  ----------  ----------   ----------  ----------  ---------- 
At 31 December 2020              3,873     277,826     281,699        3,947     277,189     281,136 
--------------------------  ----------  ----------  ----------   ----------  ----------  ---------- 
 
 
                                                        2019 (Restated) 
--------------------------  ----------------------------------------------------------------------- 
                                      Carrying value                         Fair value 
                            ----------------------------------   ---------------------------------- 
                                           Stage 1                              Stage 1 
                                               and                                  and 
                                             stage                                stage 
                               Stage 3          22       Total      Stage 3           2       Total 
                              $million    $million    $million     $million    $million    $million 
--------------------------  ----------  ----------  ----------   ----------  ----------  ---------- 
Corporate & Institutional 
 Banking                         1,193     107,459     108,652        1,244     109,996     111,240 
Retail Banking                     472     106,466     106,938          482     106,939     107,421 
Commercial Banking                 510      27,584      28,094          541      25,463      26,004 
Private Banking                    219      14,522      14,741          219      14,471      14,690 
Central & other items                -      10,098      10,098            -      10,106      10,106 
--------------------------  ----------  ----------  ----------   ----------  ----------  ---------- 
At 31 December 2019              2,394     266,129     268,523        2,486     266,975     269,461 
--------------------------  ----------  ----------  ----------   ----------  ----------  ---------- 
 

1 Loans and advances includes reverse repurchase agreements and other similar secured lending: carrying value $2,919 million and fair value $2,922 million (31 December 2019: $1,469 million and $1,471 million respectively)

2 Corporate & Institutional Banking, Commercial Banking and Retail Banking carrying value numbers have been restated to reflect client transfers between the segments. The changes are in stage 1 and stage 2 only

Fair value of financial instruments

Level 3 Summary and significant unobservable inputs

The following table presents the Group's primary Level 3 financial instruments which are held at fair value. The table also presents the valuation techniques used to measure the fair value of those financial instruments, the significant unobservable inputs, the range of values for those inputs and the weighted average of those inputs:

 
                             Value as at 
                              31 December 
                                 2020 
----------------------  ----------------------  --------------------  ---------------------  ------------  --------- 
                                                                      Significant 
                           Assets  Liabilities  Principal valuation    unobservable                         Weighted 
Instrument               $million     $million   technique             inputs                      Range1   average2 
----------------------  ---------  -----------  --------------------  ---------------------  ------------  --------- 
Loans and advances                              Discounted cash 
 to Banks                     200            -   flows                Price/yield             12.7%-12.9%      12.8% 
----------------------  ---------  -----------  --------------------  ---------------------  ------------  --------- 
Loans and advances                              Discounted cash                                    0.9% - 
 to customers                 718            -   flows                Price/yield                   11.5%       4.6% 
----------------------  ---------  -----------  -------------------- 
                                                                                                  34.2% - 
                                                                      Recovery rates                 100%      83.4% 
----------------------  ---------  -----------  --------------------  ---------------------  ------------  --------- 
Reverse repurchase 
 agreements and 
 other similar secured                          Discounted cash 
 lending                    1,064            -   flows                Repo curve                1.0%-3.2%       2.8% 
----------------------  ---------  -----------  --------------------  ---------------------  ------------  --------- 
Debt securities, 
 alternative tier 
 one and other 
 eligible                                       Discounted cash 
 securities                   171            -   flows                Price/yield              4.7%-11.5%      10.5% 
----------------------  ---------  -----------  --------------------  ---------------------  ------------  --------- 
Government bonds                                Discounted cash                                    2.8% - 
 and treasury bills            40            -   flows                Price/yield                    5.5%       3.6% 
----------------------  ---------  -----------  --------------------  ---------------------  ------------  --------- 
Asset-backed                                    Discounted cash 
 securities                    87            -   flows                Price/yield              8.3%-12.0%      11.7% 
----------------------  ---------  -----------  -------------------- 
                                                                      Recovery rates                55.0%      55.0% 
----------------------  ---------  -----------  --------------------  ---------------------  ------------  --------- 
Equity shares 
 (includes 
 private equity                                 Comparable                                         3.3x - 
 investments)                 660            -  pricing/yield         EV/EBITDA multiples           14.2x       8.7x 
----------------------  ---------  ----------- 
                                                                      P/E multiples                   N/A        N/A 
----------------------  ---------  ----------- 
                                                                                                   0.5x - 
                                                                      P/B multiples                  2.0x       0.7x 
                                                                      P/S multiples                   N/A        N/A 
                                                                      Liquidity discount            20.0%      20.0% 
                                                Discounted cash                                    6.0% - 
                                                 flows                Discount rates                15.0%       9.1% 
                                                                      Equity value 
                                                                       based on 
                                                Option pricing         EV/Revenue                 13.5x - 
                                                 model                 multiples                   130.9x     114.9x 
----------------------  ---------  -----------  --------------------  ---------------------  ------------  --------- 
Derivative financial 
 instruments of 
 which: 
                                                                      Foreign exchange 
                                                Option pricing         option implied 
  Foreign exchange              3            2   model                 volatility                     N/A        N/A 
                                                Discounted cash       Foreign exchange 
                                                 flows                 curves                   2.7%-5.6%       4.1% 
                                                Discounted cash       Interest rate 
  Interest rate                 2           26   flows                 curves                (5.2)%-18.6%      10.0% 
                                                Option pricing        Bond option 
                                                 model                 implied volatility     20.0%-30.0%      24.2% 
                                                Discounted cash 
  Credit                        2           86   flows                Credit spreads                 2.0%       2.0% 
                                                                      Price/yield              0.9%-12.0%      11.2% 
  Equity and stock                              Internal pricing                                  20.0% - 
   index                        1            5   model                Equity correlation            90.0%      49.0% 
----------------------  ---------  ----------- 
                                                                                                  (70.0)% 
                                                                      Equity-FX correlation       - 80.0%    (59.0)% 
----------------------  ---------  -----------  --------------------  ---------------------  ------------  --------- 
                                                Discounted cash                                    1.0% - 
Deposits by banks               -          146   flows                Credit spreads                 1.4%       1.1% 
----------------------  ---------  -----------  -------------------- 
                                                                      Bond option                     N/A        N/A 
                                                                       implied volatility 
----------------------  ---------  -----------  --------------------  ---------------------  ------------  --------- 
                                                Discounted cash 
Customer accounts               -           21   flows                Credit spreads                 1.0%       1.0% 
----------------------  ---------  -----------  -------------------- 
                                                                      Interest rate                (0.4)% 
                                                                       curves                      - 7.7%       3.9% 
----------------------  ---------  -----------  -------------------- 
                                                                      Recovery rates                55.0%      55.0% 
----------------------  ---------  -----------  --------------------  ---------------------  ------------  --------- 
Debt securities                                 Discounted cash                                    0.1% - 
 in issue                       -          160   flows                Credit spreads                11.5%       2.3% 
----------------------  ---------  ----------- 
                                                Internal pricing                                  20.0% - 
                                                 model                Equity correlation            90.0%      49.0% 
----------------------  ---------  -----------  -------------------- 
                                                                                                  (70.0)% 
                                                                      Equity-FX correlation       - 80.0%    (59.0)% 
----------------------  ---------  -----------  --------------------  ---------------------  ------------  --------- 
Total                       2,948          446 
----------------------  ---------  -----------  --------------------  ---------------------  ------------  --------- 
 

1 The ranges of values shown in the above table represent the highest and lowest levels used in the valuation of the Group's Level 3 financial instruments as at 31 December 2020. The ranges of values used are reflective of the underlying characteristics of these Level 3 financial instruments based on the market conditions at the balance sheet date. However, these ranges of values may not represent the uncertainty in fair value measurements of the Group's Level 3 financial instruments

2 Weighted average for non-derivative financial instruments has been calculated by weighting inputs by the relative fair value. Weighted average for derivatives has been provided by weighting inputs by the risk relevant to that variable. N/A has been entered for the cases where weighted average is not a meaningful indicator

Level 3 Summary and significant unobservable inputs continued

 
                              Value as at 
                               31 December 
                                  2019 
-----------------------  ----------------------  ---------------------  ---------------------  ----------  --------- 
                                                                        Significant 
                            Assets  Liabilities  Principal valuation     unobservable                       Weighted 
Instrument                $million     $million   technique              inputs                    Range1   average2 
-----------------------  ---------  -----------  ---------------------  ---------------------  ----------  --------- 
Loans and advances                               Discounted cash 
 to Banks                      365            -   flows                 Price/yield            1.0%-15.6%      10.8% 
-----------------------  ---------  -----------  ---------------------  ---------------------  ----------  --------- 
Loans and advances                               Discounted cash                                   0.5% - 
 to customers                  443            -   flows                 Price/yield                  6.9%       4.2% 
-----------------------  ---------  ----------- 
                                                                                                  18.9% - 
                                                                        Recovery rates               100%      92.1% 
-----------------------  ---------  -----------  ---------------------  ---------------------  ----------  --------- 
Debt securities, 
 alternative tier 
 one and other eligible                          Discounted cash                                   3.8% - 
 securities                    184            -   flows                 Price/yield                 18.7%      11.6% 
-----------------------  ---------  -----------  ---------------------  ---------------------  ----------  --------- 
Government bonds                                 Discounted cash                                   2.9% - 
 and treasury bills             33            -   flows                 Price/yield                  5.5%       3.7% 
-----------------------  ---------  -----------  ---------------------  ---------------------  ----------  --------- 
                                                 Discounted cash                                   1.4% - 
Asset-backed securities         21            -   flows                 Price/yield                  3.2%       2.7% 
-----------------------  ---------  -----------  ---------------------  ---------------------  ----------  --------- 
Equity shares (includes 
 private equity                                  Comparable                                        3.5x - 
 investments)3                 485            -  pricing/yield          EV/EBITDA multiples          7.3x       4.6x 
-----------------------  ---------  ----------- 
                                                                        P/E multiples               17.4x      17.4x 
-----------------------  ---------  ----------- 
                                                                                                   0.6x - 
                                                                        P/B multiples                1.0x       0.9x 
                                                                        P/S multiples                 N/A        N/A 
                                                                                                  10.0% - 
                                                                        Liquidity discount          20.0%      15.9% 
                                                 Discounted cash                                   8.4% - 
                                                  flows                 Discount rates              16.2%       9.5% 
-----------------------  ---------  -----------  ---------------------  ---------------------  ----------  --------- 
Derivative financial 
 instruments of 
 which: 
                                                                        Foreign exchange 
                                                 Option pricing          option implied            4.4% - 
  Foreign exchange               8            5   model                  volatility                 18.9%      16.7% 
                                                 Discounted cash        Foreign exchange           7.8% - 
                                                  flows                  curves                      8.0%       7.9% 
                                                 Discounted cash        Interest rate              5.3% - 
  Interest rate                  4            9   flows                  curves                     19.6%       8.6% 
                                                 Option pricing         Bond option               17.0% - 
                                                  model                  implied volatility         28.0%      24.0% 
                                                 Discounted cash                                   1.0% - 
  Credit                         1           23   flows                 Credit spreads               7.9%       1.1% 
  Equity and stock                               Internal pricing                                  1.0% - 
   index                         4           20   model                 Equity correlation          90.0%      58.0% 
-----------------------  ---------  ----------- 
                                                                                                  (80.0)% 
                                                                        Equity-FX correlation     - 70.0%    (29.0)% 
-----------------------  ---------  -----------  ---------------------  ---------------------  ----------  --------- 
                                                 Discounted cash                                   1.0% - 
Deposits by banks                -           56   flows                 Credit spreads               1.8%       1.4% 
-----------------------  ---------  -----------  ---------------------  ---------------------  ----------  --------- 
                                                 Discounted cash                                   1.0% - 
Customer accounts                -           40   flows                 Credit spreads               5.8%       2.7% 
-----------------------  ---------  -----------  ---------------------  ---------------------  ----------  --------- 
Debt securities                                  Discounted cash                                   0.1% - 
 in issue                        -          410   flows                 Credit spreads               1.4%       0.9% 
-----------------------  ---------  ----------- 
                                                 Internal pricing                                  1.0% - 
                                                  model                 Equity correlation          90.0%      58.0% 
-----------------------  ---------  ----------- 
                                                                                                  (80.0)% 
                                                                        Equity-FX correlation     - 70.0%    (29.0)% 
-----------------------  ---------  -----------  ---------------------  ---------------------  ----------  --------- 
Total                        1,548          563 
-----------------------  ---------  -----------  ---------------------  ---------------------  ----------  --------- 
 

1 The ranges of values shown in the above table represent the highest and lowest levels used in the valuation of the Group's Level 3 financial instruments as at 31 December 2019. The ranges of values used are reflective of the underlying characteristics of these Level 3 financial instruments based on the market conditions at the balance sheet date. However, these ranges of values may not represent the uncertainty in fair value measurements of the Group's Level 3 financial instruments

2 Weighted average for non-derivative financial instruments has been calculated by weighting inputs by the relative fair value. Weighted average for derivatives has been provided by weighting inputs by the risk relevant to that variable. N/A has been entered for the cases where weighted average is not a meaningful indicator

3 The Group has an equity investment in the Series B preferred shares of Ripple Labs, Inc., which owns a digital currency (XRP) and is being carried at a fair value based on the shares' initial offering price

Level 3 Summary and significant unobservable inputs continued

The following section describes the significant unobservable inputs identified in the valuation technique table:

-- Comparable price/yield is a valuation methodology in which the price of a comparable instrument is used to estimate the fair value where there are no direct observable prices. Yield is the interest rate that is used to discount the future cash flows in a discounted cash flow model. Valuation using comparable instruments can be done by calculating an implied yield (or spread over a liquid benchmark) from the price of a comparable instrument, then adjusting that yield (or spread) to derive a value for the instrument. The adjustment should account for relevant differences in the financial instruments such as maturity and/or credit quality. Alternatively, a price-to-price basis can be assumed between the comparable instrument and the instrument being valued in order to establish the value of the instrument (for example, deriving a fair value for a junior unsecured bond from the price of a senior secured bond). An increase in price, in isolation, would result in a favourable movement in the fair value of the asset. An increase in yield, in isolation, would result in an unfavourable movement in the fair value of the asset

-- Correlation is the measure of how movement in one variable influences the movement in another variable. An equity correlation is the correlation between two equity instruments while an interest rate correlation refers to the correlation between two swap rates

-- Credit spread represents the additional yield that a market participant would demand for taking exposure to the Credit Risk of an instrument

-- Discount rate refers to the rate of return used to convert expected cash flows into present value

-- Equity-FX correlation is the correlation between equity instrument and foreign exchange instrument

-- EV/EBITDA ratio multiples is the ratio of Enterprise Value (EV) to Earnings Before Interest, Taxes, Depreciation and Amortisation (EBITDA). EV is the aggregate market capitalisation and debt minus the cash and cash equivalents. An increase in EV/EBITDA multiples in isolation, will result in a favourable movement in the fair value of the unlisted firm

-- Foreign exchange curves is the term structure for forward rates and swap rates between currency pairs over a specified period

-- Interest rate curves is the term structure of interest rates and measure of future interest rates at a particular point in time

-- Liquidity discounts in the valuation of unlisted investments primarily applied to the valuation of unlisted firms' investments to reflect the fact that these stocks are not actively traded. An increase in liquidity discount will result in unfavourable movement in the fair value of the unlisted firm

-- Price-Earnings (P/E) multiples is the ratio of the Market Capitalisation to the net income after tax. The multiples are determined from multiples of listed comparables, which are observable. An increase in P/E multiple will result in a favourable movement in the fair value of the unlisted firm

-- Price-Book (P/B) multiple is the ratio of the market value of equity to the book value of equity. An increase in P/B multiple will result in a favourable movement in the fair value of the unlisted firm

-- Price-Sales (P/S) multiple is the ratio of the market value of equity to sales. An increase in P/S multiple will result in a favourable movement in the fair value of the unlisted firm

-- Recovery rates are the expectation of the rate of return resulting from the liquidation of a particular loan. As the probability of default increases for a given instrument, the valuation of that instrument will increasingly reflect its expected recovery level assuming default. An increase in the recovery rate, in isolation, would result in a favourable movement in the fair value of the loan

-- Volatility represents an estimate of how much a particular instrument, parameter or index will change in value over time. Generally, the higher the volatility, the more expensive the option will be

Level 3 movement tables - financial assets

The table below analyses movements in Level 3 financial assets carried at fair value.

 
                           Held at fair value through profit                                Investment 
                                         or loss                                            securities 
---------------  ------------------------------------------------------  -----------  ----------------------  -------- 
                                                         Debt                                Debt 
                                                  securities,                         securities, 
                                         Reverse  alternative                         alternative 
                                      repurchase         tier                                tier 
                               Loans  agreements          one                                 one 
                    Loans        and   and other          and                                 and 
                      and   advances     similar        other             Derivative        other 
                 advances         to     secured     eligible    Equity    financial     eligible     Equity 
                 to banks  customers     lending        bills    shares  instruments        bills     shares     Total 
Assets           $million   $million    $million     $million  $million     $million     $million   $million  $million 
---------------  --------  ---------  ----------  -----------  --------  -----------  -----------  ---------  -------- 
At 1 January 
 2020                 365        443           -          200       228           17           38        257     1,548 
Total 
 gains/(losses) 
 recognised in 
 income 
 statement             16       (15)           1         (20)      (54)          (6)            -          -      (78) 
                 --------  ---------  ----------  -----------  --------  -----------  -----------  ---------  -------- 
  Net trading 
   income              16       (15)           1         (18)      (54)          (6)            -          -      (76) 
  Other 
   operating 
   income               -          -           -          (2)         -            -            -          -       (2) 
                 --------  ---------  ----------  -----------  --------  -----------  -----------  ---------  -------- 
Total gains 
 recognised 
 in other 
 comprehensive 
 income (OCI)           -          -           -            -         -            -            6         22        28 
                 --------  ---------  ----------  -----------  --------  -----------  -----------  ---------  -------- 
  Fair value 
   through 
   OCI reserve          -          -           -            -         -            -            7         19        26 
  Exchange 
   difference           -          -           -            -         -            -          (1)          3         2 
                 --------  ---------  ----------  -----------  --------  -----------  -----------  ---------  -------- 
Purchases             321        540       1,165          203         7          115           36        109     2,496 
Sales               (164)       (28)       (102)        (237)      (37)         (70)            -        (4)     (642) 
Settlements         (416)      (567)           -         (68)         -          (7)            -          -   (1,058) 
Transfers out1          -      (174)           -         (37)       (1)         (41)         (40)        (3)     (296) 
Transfers in2          78        519           -          217       136            -            -          -       950 
---------------  --------  ---------  ----------  -----------  --------  -----------  -----------  ---------  -------- 
At 31 December 
 2020                 200        718       1,064          258       279            8           40        381     2,948 
---------------  --------  ---------  ----------  -----------  --------  -----------  -----------  ---------  -------- 
Total 
 unrealised 
 (losses)/gains 
 recognised in 
 the income 
 statement, 
 within net 
 trading 
 income, 
 relating 
 to change in 
 fair 
 value of 
 assets 
 held at 
 31 December 
 2020                   -        (6)           -            4       (3)            -            -          -       (5) 
---------------  --------  ---------  ----------  -----------  --------  -----------  -----------  ---------  -------- 
 

1 Transfers out includes loans and advances, derivative financial instruments, debt securities, alternative tier one and other eligible bills and equity shares where the valuation parameters became observable during the year and were transferred to Level 1 and Level 2. Transfers in of $62 million further relates to Equity Shares moved from Held for Sale

2 Transfers in primarily relate to loans and advances, debt securities, alternative tier one and other eligible bills, and equity shares where the valuation parameters become unobservable during the year

The table below analyses movements in Level 3 financial assets carried at fair value.

 
                           Held at fair value through profit                                Investment 
                                         or loss                                            securities 
---------------  ------------------------------------------------------  -----------  ----------------------  -------- 
                                                         Debt                                Debt 
                                                  securities,                         securities, 
                                         Reverse  alternative                         alternative 
                                      repurchase         tier                                tier 
                               Loans  agreements          one                                 one 
                    Loans        and   and other          and                                 and 
                      and   advances     similar        other             Derivative        other 
                 advances         to     secured     eligible    Equity    financial     eligible     Equity 
                 to banks  customers     lending        bills    shares  instruments        bills     shares     Total 
Assets           $million   $million    $million     $million  $million     $million     $million   $million  $million 
---------------  --------  ---------  ----------  -----------  --------  -----------  -----------  ---------  -------- 
At 1 January 
 2019                 632        492           -          317       327           12          412        230     2,422 
Total 
 (losses)/gains 
 recognised in 
 income 
 statement           (25)       (31)           -         (14)      (26)         (15)            2          -     (109) 
                 --------  ---------  ----------  -----------  --------  -----------  -----------  ---------  -------- 
  Net trading 
   income            (25)       (31)           -         (14)      (26)         (15)            -          -     (111) 
  Other 
   operating 
   income               -          -           -            -         -            -            2          -         2 
                 --------  ---------  ----------  -----------  --------  -----------  -----------  ---------  -------- 
Total 
 (losses)/gains 
 recognised in 
 other 
 comprehensive 
 income (OCI)           -          -           -            -         -            -        (341)          5     (336) 
                 --------  ---------  ----------  -----------  --------  -----------  -----------  ---------  -------- 
  Fair value 
   through 
   OCI reserve          -          -           -            -         -            -          (4)         12         8 
  Exchange 
   difference           -          -           -            -         -            -        (337)        (7)     (344) 
                 --------  ---------  ----------  -----------  --------  -----------  -----------  ---------  -------- 
Purchases             826        133           -          106       139          109          156         26     1,495 
Sales                   -        (8)           -        (248)     (153)         (26)          (1)        (7)     (443) 
Settlements       (1,068)      (253)           -          (3)         -          (5)         (34)          -   (1,363) 
Transfers out1          -        (6)           -         (86)     (134)         (75)        (161)          -     (462) 
Transfers in2           -        116           -          128        75           17            5          3       344 
---------------  --------  ---------  ----------  -----------  --------  -----------  -----------  ---------  -------- 
At 31 December 
 2019                 365        443           -          200       228           17           38        257     1,548 
---------------  --------  ---------  ----------  -----------  --------  -----------  -----------  ---------  -------- 
Total 
 unrealised 
 gains 
 recognised 
 in the income 
 statement, 
 within 
 net trading 
 income, 
 relating to 
 change 
 in fair value 
 of assets held 
 at 
 31 December 
 2019                   -          -           -          (1)         -          (1)            -          -       (2) 
---------------  --------  ---------  ----------  -----------  --------  -----------  -----------  ---------  -------- 
 

1 Transfers out includes debt securities, alternative tier one and other eligible bills, equity shares, derivative financial instruments and loans and advances where the valuation parameters became observable during the year and were transferred to Level 1 and Level 2. Transfers out further relates to $74 million equity shares held for sale

2 Transfers in primarily relate to debt securities, alternative tier one and other eligible bills, loans and advances, equity shares and derivative financial instruments where the valuation parameters become unobservable during the year

Level 3 movement tables - financial liabilities

 
                                                                       2020 
----------------------------------------  -------------------------------------------------------------- 
                                                                                   Derivative 
                                           Deposits   Customer  Debt securities     financial 
                                           by banks   accounts         in issue   instruments      Total 
                                           $million   $million         $million      $million   $million 
----------------------------------------  ---------  ---------  ---------------  ------------  --------- 
At 1 January 2020                                56         40              410            57        563 
Total losses/(gains) recognised 
 in income statement - net trading 
 income                                           7        (1)             (10)            12          8 
Issues                                          136         90              557           201        984 
Settlements                                    (53)      (116)            (575)         (118)      (862) 
Transfers out1                                    -          -            (223)          (53)      (276) 
Transfers in2                                     -          8                1            20         29 
----------------------------------------  ---------  ---------  ---------------  ------------  --------- 
At 31 December 2020                             146         21              160           119        446 
----------------------------------------  ---------  ---------  ---------------  ------------  --------- 
Total unrealised losses recognised 
 in the income statement, within 
 net trading income, relating 
 to change in fair value of liabilities 
 held at 31 December 2020                         -          1                -             1          2 
----------------------------------------  ---------  ---------  ---------------  ------------  --------- 
 
 
                                                                          2019 
----------------------------------------  -------------------------------------------------------------------- 
                                                                  Debt securities 
                                                                                        Derivative 
                                            Deposits    Customer                         financial 
                                            by banks    accounts         in issue   instruments(3)       Total 
                                            $million    $million         $million         $million    $million 
----------------------------------------  ----------  ----------  ---------------  ---------------  ---------- 
At 1 January 2019                                  4           -              439               65         508 
Total(gains)/losses recognised 
 in income statement - 
 net trading income                              (1)         (2)               22               54          73 
Issues                                            53          41              592              436       1,122 
Settlements                                        -           -            (522)            (642)     (1,164) 
Transfers out1                                     -           -            (121)             (13)       (134) 
Transfers in2                                      -           1                -              157         158 
----------------------------------------  ----------  ----------  ---------------  ---------------  ---------- 
At 31 December 2019                               56          40              410               57         563 
----------------------------------------  ----------  ----------  ---------------  ---------------  ---------- 
Total unrealised (gains)/losses 
 recognised in the income statement, 
 within net trading income, relating 
 to change in fair value of liabilities 
 held at 31 December 2019                          -         (2)               16                2          16 
----------------------------------------  ----------  ----------  ---------------  ---------------  ---------- 
 

1 Transfers out during the year primarily relate to debt securities in issue and derivative financial instruments where the valuation parameters became observable during the year and were transferred to Level 2 financial liabilities

2 Transfers in during the year primarily relate to derivative financial instruments, customer accounts and debt securities in issue where the valuation parameters become unobservable during the year

3 Prior period movements have been restated on account of restatement done during 2019 due to change in observability parameters

Sensitivities in respect of the fair values of Level 3 assets and liabilities

Sensitivity analysis is performed on products with significant unobservable inputs. The Group applies a 10 per cent increase or decrease on the values of these unobservable inputs, to generate a range of reasonably possible alternative valuations. The percentage shift is determined by statistical analysis performed on a set of reference prices based on the composition of the Group's Level 3 inventory as the measurement date. Favourable and unfavourable changes (which show the balance adjusted for input change) are determined on the basis of changes in the value of the instrument as a result of varying the levels of the unobservable parameters. The Level 3 sensitivity analysis assumes a one-way market move and does not consider offsets for hedges.

 
                                     Held at fair value through               Fair value through other 
                                           profit or loss                       comprehensive income 
-----------------------------  --------------------------------------  -------------------------------------- 
                                             Favourable  Unfavourable                Favourable  Unfavourable 
                               Net exposure     changes       changes  Net exposure     changes       changes 
                                   $million    $million      $million      $million    $million      $million 
-----------------------------  ------------  ----------  ------------  ------------  ----------  ------------ 
Financial instruments 
 held at fair value 
Loans and advances                      918         947           867             -           -             - 
Reverse repurchase 
 agreements and other 
 similar secured lending              1,064       1,089         1,040             -           -             - 
Asset-backed securities                  87          94            80             -           -             - 
Debt securities, alternative 
 tier one and other 
 eligible bills                         171         183           159            40          40            39 
Equity shares                           279         307           251           381         418           345 
Derivative financial 
 instruments                          (111)        (98)         (126)             -           -             - 
Customer accounts                      (21)        (18)          (24)             -           -             - 
Deposits by banks                     (146)       (146)         (146)             -           -             - 
Debt securities in 
 issue                                (160)       (154)         (167)             -           -             - 
-----------------------------  ------------  ----------  ------------  ------------  ----------  ------------ 
At 31 December 2020                   2,081       2,204         1,934           421         458           384 
-----------------------------  ------------  ----------  ------------  ------------  ----------  ------------ 
 
Financial instruments 
 held at fair value 
Loans and advances                      808         820           787             -           -             - 
Asset-backed securities                  21          21            21             -           -             - 
Debt securities, alternative 
 tier one and other 
 eligible bills                         179         189           170            38          38            38 
Equity shares                           228         255           201           257         283           231 
Derivative financial 
 instruments                           (40)        (34)          (46)             -           -             - 
Customer accounts                      (40)        (40)          (40)             -           -             - 
Deposits by banks                      (56)        (56)          (56)             -           -             - 
Debt securities in 
 issue                                (410)       (379)         (441)             -           -             - 
-----------------------------  ------------  ----------  ------------  ------------  ----------  ------------ 
At 31 December 2019                     690         776           596           295         321           269 
-----------------------------  ------------  ----------  ------------  ------------  ----------  ------------ 
 

The reasonably possible alternatives could have increased or decreased the fair values of financial instruments held at fair value through profit or loss and those classified as fair value through other comprehensive income by the amounts disclosed below.

 
                                                                    2020        2019 
Financial instruments                    Fair value changes     $million    $million 
---------------------------------------  -------------------  ----------  ---------- 
Held at fair value through 
 profit or loss                          Possible increase           123          86 
--------------------------------------- 
 Possible decrease                                                 (147)        (94) 
 -----------------------------------------------------------  ----------  ---------- 
Fair value through other comprehensive 
 income                                  Possible increase            37          26 
--------------------------------------- 
 Possible decrease                                                  (37)        (26) 
 -----------------------------------------------------------  ----------  ---------- 
 

14. Derivative financial instruments

Accounting policy

Derivatives are financial instruments that derive their value in response to changes in interest rates, financial instrument prices, commodity prices, foreign exchange rates, credit risk and indices. Derivatives are categorised as trading unless they are designated as hedging instruments.

Derivatives are initially recognised and subsequently measured at fair value, with revaluation gains recognised in profit or loss (except where cash flow or net investment hedging has been achieved, in which case the effective portion of changes in fair value is recognised within other comprehensive income).

Fair values may be obtained from quoted market prices in active markets, recent market transactions, and valuation techniques, including discounted cash flow models and option pricing models, as appropriate. Where the initially recognised fair value of a derivative contract is based on a valuation model that uses inputs which are not observable in the market, it follows the same initial recognition accounting policy as for other financial assets and liabilities. All derivatives are carried as assets when fair value is positive and as liabilities when fair value is negative.

Hedge accounting

Under certain conditions, the Group may designate a recognised asset or liability, a firm commitment, highly probable forecast transaction or net investment of a foreign operation into a formal hedge accounting relationship with a derivative that has been entered to manage interest rate and/or foreign exchange risks present in the hedged item. The Group continues to apply the 'Phase 1' hedge accounting requirements of IAS 39 Financial Instruments: Recognition and Measurement and has early adopted the 'Phase 2' amendments to IFRS in respect of interest rate benchmark reform. There are three categories of hedge relationships:

-- Fair value hedge: to manage the fair value of interest rate and/or foreign currency risks of recognised assets or liabilities or firm commitments

-- Cash flow hedge: to manage interest rate or foreign exchange risk of highly probable future cash flows attributable to a recognised asset or liability, or a forecasted transaction

-- Net investment hedge: to manage the structural foreign exchange risk of an investment in a foreign operation

The Group formally documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking hedge transactions. This is described in more detail in the categories of hedges below.

The Group assesses, both at hedge inception and on a quarterly basis, whether the derivatives designated in hedge relationships are highly effective in offsetting changes in fair values or cash flows of hedged items. Hedges are considered to be highly effective if all the following criteria are met:

-- At inception of the hedge and throughout its life, the hedge is prospectively expected to be highly effective in achieving offsetting changes in fair value or cash flows attributable to the hedged risk

-- Actual results of the hedge are within a range of 80-125%. This is tested using regression analysis

-- The regression co-efficient (R squared), which measures the correlation between the variables in the regression, is at least 80%

-- In the case of the hedge of a forecast transaction, the transaction must have a high probability of occurring and must present an exposure to variations in cash flows that are expected to affect reported profit or loss. The Group assumes that any interest rate benchmarks on which hedged item cash flows are based are not altered by IBOR reform

The Group discontinues hedge accounting in any of the following circumstances:

-- The hedging instrument is not, or has ceased to be, highly effective as a hedge

-- The hedging instrument has expired, is sold, terminated or exercised

-- The hedged item matures, is sold or repaid

-- The forecast transaction is no longer deemed highly probable

-- The Group elects to discontinue hedge accounting voluntarily

For interest rate benchmarks deemed in scope of IBOR reform, if the actual result of a hedge is outside the 80-125% range, but the hedge passes the prospective assessment, then the Group will not de-designate the hedge relationship.

Under the Phase 2 Interest Rate Benchmark Reform amendments to IFRS 9 and IAS 39, the Group may change hedge designations and corresponding documentation without the hedge being discontinued where there is a change in interest rate benchmark of the hedged item, hedging instrument or designated hedged risk. Permitted changes include the right to:

-- Redefine the description of the hedged item and/or hedging instrument

-- Redefine the hedged risk to reference an alternative risk-free rate

-- Change the method for assessing hedge effectiveness due to modifications required by IBOR reform

-- Elect, on a hedge-by-hedge basis, to reset the cumulative fair value changes in the assessment of retrospective hedge effectiveness to zero

A hedge designation may be modified more than once, each time a relationship is affected as a direct result of IBOR reform.

Fair value hedge

Changes in the fair value of derivatives that are designated and qualify as fair value hedging instruments are recorded in net trading income, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a hedged item for which the effective interest method is used is amortised to the income statement over the remaining term to maturity of the hedged item. If the hedged item is sold or repaid, the unamortised fair value adjustment is recognised immediately in the income statement. For financial assets classified as fair value through other comprehensive income, the hedge accounting adjustment attributable to the hedged risk is included in net trading income to match the hedging derivative.

Cash flow hedge

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedging instruments are initially recognised in other comprehensive income, accumulating in the cash flow hedge reserve within equity. These amounts are subsequently recycled to the income statement in the periods when the hedged item affects profit or loss. Both the derivative fair value movement and any recycled amount are recorded in the 'Cashflow hedges' line item in other comprehensive income.

The Group assesses hedge effectiveness using the hypothetical derivative method, which creates a derivative instrument to serve as a proxy for the hedged transaction. The terms of the hypothetical derivative match the critical terms of the hedged item and it has a fair value of zero at inception. The hypothetical derivative and the actual derivative are regressed to establish the statistical significance of the hedge relationship. Any ineffective portion of the gain or loss on the hedging instrument is recognised in the net trading income immediately.

If a cash flow hedge is discontinued, the amount accumulated in the cash flow hedge reserve is released to the income statement as and when the hedged item affects the income statement.

For interest rate benchmarks deemed in scope of IBOR reform, the Group will retain the cumulative gain or loss in the cash flow hedge reserve for designated cash flow hedges even though there is uncertainty arising from these reforms with respect to the timing and amount of the cash flows of the hedged items. Should the Group consider the hedged future cash flows are no longer expected to occur due to reasons other than IBOR reform, the cumulative gain or loss will be immediately reclassified to profit or loss.

Net investment hedge

Hedges of net investments are accounted for in a similar manner to cash flow hedges, with gains and losses arising on the effective portion of the hedges recorded in the line 'Exchange differences on translation of foreign operations' in other comprehensive income, accumulating in the translation reserve within equity. These amounts remain in equity until the net investment is disposed of. The ineffective portion of the hedges is recognised in the net trading income immediately.

The tables below analyse the notional principal amounts and the positive and negative fair values of derivative financial instruments. Notional principal amounts are the amounts of principal underlying the contract at the reporting date.

Derivatives

 
                                             2020                                2019 
----------------------------  ----------------------------------  ---------------------------------- 
                                Notional                            Notional 
                               principal                           principal 
                                 amounts     Assets  Liabilities     amounts     Assets  Liabilities 
                                $million   $million     $million    $million   $million     $million 
----------------------------  ----------  ---------  -----------  ----------  ---------  ----------- 
Foreign exchange derivative 
 contracts: 
Forward foreign exchange 
 contracts                     3,018,866     37,505       39,181   2,290,781     16,281       16,396 
Currency swaps and 
 options                       1,423,520     17,142       17,904     806,226      9,725       10,530 
Exchange traded futures 
 and options                           -          -            -           -          -            - 
----------------------------  ----------  ---------  -----------  ----------  ---------  ----------- 
                               4,442,386     54,647       57,085   3,097,007     26,006       26,926 
----------------------------  ----------  ---------  -----------  ----------  ---------  ----------- 
Interest rate derivative 
 contracts: 
Swaps                          3,165,532     52,755       50,982   4,046,209     34,011       33,351 
Forward rate agreements 
 and options                     606,357      1,350        1,770     284,973      1,826        2,061 
Exchange traded futures 
 and options                     261,372        233          184     359,031        179          161 
----------------------------  ----------  ---------  -----------  ----------  ---------  ----------- 
                               4,033,261     54,338       52,936   4,690,213     36,016       35,573 
----------------------------  ----------  ---------  -----------  ----------  ---------  ----------- 
Credit derivative contracts      140,437      1,702        2,990      80,972      1,232        1,915 
----------------------------  ----------  ---------  -----------  ----------  ---------  ----------- 
Equity and stock index 
 options                           6,018        110          260       3,412         27           96 
----------------------------  ----------  ---------  -----------  ----------  ---------  ----------- 
Commodity derivative 
 contracts                        67,664      1,182          774      79,458        573          616 
----------------------------  ----------  ---------  -----------  ----------  ---------  ----------- 
Gross total derivatives        8,689,766    111,979      114,045   7,951,062     63,854       65,126 
----------------------------  ----------  ---------  -----------  ----------  ---------  ----------- 
Offset                                 -   (42,512)     (42,512)           -   (16,642)     (16,642) 
----------------------------  ----------  ---------  -----------  ----------  ---------  ----------- 
Total derivatives              8,689,766     69,467       71,533   7,951,062     47,212       48,484 
----------------------------  ----------  ---------  -----------  ----------  ---------  ----------- 
 

The Group limits exposure to credit losses in the event of default by entering into master netting agreements with certain market counterparties. As required by IAS 32, exposures are only presented net in these accounts where they are subject to legal right of offset and intended to be settled net in the ordinary course of business.

The Group applies balance sheet offsetting only in the instance where we are able to demonstrate legal enforceability of the right to offset (e.g. via legal opinion) and the ability and intention to settle on a net basis (e.g. via operational practice).

The Group has met the criteria to offset the derivative asset and liability balances and related variation margin for trades cleared on behalf of clients with LCH SwapClear. This applies to both trades between the Group and the clients and between the Group and LCH SwapClear. The impact of this as at 31 December 2020 is a decrease in the derivative assets and derivative liabilities of $15.4 billion. Prior periods have not been restated as the effect would not be material. The impact at 31 December 2019 would have been a decrease in the derivative assets and derivative liabilities of $8.7 billion.

The Group has also met the criteria to derecognise initial margin for trades cleared on behalf of clients with LCH SwapClear. The impact of this as at 31 December 2020 is a decrease in other assets and other liabilities of $1.4 billion. Prior periods have not been restated as the effect would not be material. The impact at 31 December 2019 would have been a decrease in other assets and other liabilities of $3.2 billion.

The Group may enter into economic hedges that do not qualify for IAS 39 hedge accounting treatment, including derivative such as interest rate swaps, interest rate futures and cross currency swaps to manage interest rate and currency risks of the Group. These derivatives are measured at fair value, with fair value changes recognised in net trading income: refer to Market risk.

The Derivatives and Hedging sections of the Risk review and Capital review explain the Group's risk management of derivative contracts and application of hedging.

Derivatives held for hedging

The Group enters into derivative contracts for the purpose of hedging interest rate, currency and structural foreign exchange risks inherent in assets, liabilities and forecast transactions. The table below summarises the notional principal amounts and carrying values of derivatives designated in hedge accounting relationships at the reporting date.

 
                                            2020                                2019 
---------------------------  ----------------------------------  ---------------------------------- 
                               Notional                            Notional 
                              principal                           principal 
                                amounts     Assets  Liabilities     amounts     Assets  Liabilities 
                               $million   $million     $million    $million   $million     $million 
---------------------------  ----------  ---------  -----------  ----------  ---------  ----------- 
Derivatives designated 
 as fair value hedges: 
Interest rate swaps              70,846      1,500          712      69,121        617          589 
Currency swaps                    4,136         25          179       8,405         47          774 
---------------------------  ----------  ---------  -----------  ----------  ---------  ----------- 
                                 74,982      1,525          891      77,526        664        1,363 
---------------------------  ----------  ---------  -----------  ----------  ---------  ----------- 
Derivatives designated 
 as cash flow hedges: 
Interest rate swaps               9,347         83          129       9,277         53           74 
Forward foreign exchange 
 contracts                          164         21            -         289          6           20 
Currency swaps                    9,935         12          340       5,254         34           51 
---------------------------  ----------  ---------  -----------  ----------  ---------  ----------- 
                                 19,446        116          469      14,820         93          145 
---------------------------  ----------  ---------  -----------  ----------  ---------  ----------- 
Derivatives designated 
 as net investment hedges: 
Forward foreign exchange 
 contracts                        5,376          -          383       5,103         31           70 
---------------------------  ----------  ---------  -----------  ----------  ---------  ----------- 
Total derivatives held 
 for hedging                     99,804      1,641        1,743      97,449        788        1,578 
---------------------------  ----------  ---------  -----------  ----------  ---------  ----------- 
 

Fair value hedges

The Group issues various long-term fixed rate debt issuances that are measured at amortised cost, including some denominated in foreign currency, such as unsecured senior and subordinated debt (see Notes 22 and 27). The Group also holds various fixed rate debt securities such as government and corporate bonds, including some denominated in foreign currency (see Note 13). These assets and liabilities held are exposed to changes in fair value due to movements in market interest and foreign currency rates.

The Group uses interest rate swaps to exchange fixed rates for floating rates on funding to match floating rates received on assets, or exchange fixed rates on assets to match floating rates paid on funding. The Group further uses cross currency swaps to match the currency of the issued debt or held asset with that of the entity's functional currency.

Hedge ineffectiveness from fair value hedges is driven by cross currency basis risk. The amortisation of fair value hedge adjustments for hedged items no longer designated is recognised in net trading income. In future periods hedge relationships linked to an interest rate benchmark deemed in scope of benchmark reform may experience ineffectiveness due to market participants' expectations for when the change from the existing IBOR benchmark to an alternative risk-free rate will occur, since the transition may occur at different times for the hedged item and hedging instrument.

At 31 December 2020 the Group held the following interest rate and cross currency swaps as hedging instruments in fair value hedges of interest and currency risk.

Hedging instruments and ineffectiveness

 
                                                                          2020 
--------------------------------------  ------------------------------------------------------------------------ 
                                                     Carrying amount 
                                        ---------  --------------------  ----------------------  --------------- 
                                                                                         Change 
                                                                                        in fair  Ineffectiveness 
                                                                                          value       recognised 
                                                                                        used to               in 
                                                                                      calculate           profit 
                                         Notional      Asset  Liability   hedge ineffectiveness          or loss 
Interest rate1                           $million   $million   $million                $million         $million 
--------------------------------------  ---------  ---------  ---------  ----------------------  --------------- 
Interest rate swaps - issued 
 notes                                     29,598      1,475         14                     858               17 
Interest rate swaps - loans 
 and advances                               2,535          2         38                    (27)                - 
Interest rate swaps - debt securities 
 and other eligible bills                  38,713         23        660                   (934)                3 
Interest and currency risk1 
Cross currency swaps - subordinated 
 notes issued                               3,329         17        146                     267                5 
Cross currency swaps - debt 
 securities and other eligible 
 bills                                        807          8         33                    (70)              (2) 
--------------------------------------  ---------  ---------  ---------  ----------------------  --------------- 
Total at 31 December 2020                  74,982      1,525        891                      94               23 
--------------------------------------  ---------  ---------  ---------  ----------------------  --------------- 
 

1 Interest rate swaps are designated in hedges of the fair value of interest rate risk attributable to the hedged item. Cross currency swaps are used to hedge both interest rate and currency risks. All of the hedging instruments are derivatives, with changes in fair value including hedge ineffectiveness recorded within net trading income

 
                                                                          2019 
--------------------------------------  ------------------------------------------------------------------------ 
                                                     Carrying amount 
                                        ---------  --------------------  ----------------------  --------------- 
                                                                                         Change 
                                                                                        in fair  Ineffectiveness 
                                                                                          value       recognised 
                                                                                        used to               in 
                                                                                      calculate           profit 
                                         Notional      Asset  Liability   hedge ineffectiveness          or loss 
Interest rate1                           $million   $million   $million                $million         $million 
--------------------------------------  ---------  ---------  ---------  ----------------------  --------------- 
Interest rate swaps - issued 
 notes                                     22,029        559         44                     511                - 
Interest rate swaps - loans 
 and advances                               1,410          1         24                    (22)              (1) 
Interest rate swaps - debt securities 
 and other eligible bills                  45,682         57        521                   (589)               12 
Interest and currency risk1 
Cross currency swaps - subordinated 
 notes issued                               5,451         17        751                      32                6 
Cross currency swaps - debt 
 securities and other eligible 
 bills                                      2,954         30         23                    (18)                1 
--------------------------------------  ---------  ---------  ---------  ----------------------  --------------- 
Total at 31 December 2019                  77,526        664      1,363                    (86)               18 
--------------------------------------  ---------  ---------  ---------  ----------------------  --------------- 
 

1 Interest rate swaps are designated in hedges of the fair value of interest rate risk attributable to the hedged item. Cross currency swaps are used to hedge both interest rate and currency risks. All of the hedging instruments are derivatives, with changes in fair value including hedge ineffectiveness recorded within net trading income

Hedged items in fair value hedges

 
                                                                    2020 
----------------------  -------------------------------------------------------------------------------------------- 
                                                Accumulated amount 
                                                of fair value hedge 
                                                adjustments included 
                                                       in the 
                          Carrying amount         carrying amount 
                        --------------------  -----------------------  ----------------------  --------------------- 
                                                                                                          Cumulative 
                                                                                                             balance 
                                                                                                                  of 
                                                                                       Change             fair value 
                                                                                       in the            adjustments 
                                                                                        value                   from 
                                                                                     used for          de-designated 
                                                                                  calculating                  hedge 
                            Asset  Liability        Asset   Liability   hedge ineffectiveness       relationships(1) 
                         $million   $million     $million    $million                $million               $million 
----------------------  ---------  ---------  -----------  ----------  ----------------------  --------------------- 
Issued notes                    -     33,737            -       1,096                 (1,103)                    856 
Debt securities and 
 other eligible bills      40,663          -          577           -                   1,005                   (92) 
Loans and advances 
 to customers               2,561          -           32           -                      27                      - 
----------------------  ---------  ---------  -----------  ----------  ----------------------  --------------------- 
Total at 31 December 
 2020                      43,224     33,737          609       1,096                    (71)                    764 
----------------------  ---------  ---------  -----------  ----------  ----------------------  --------------------- 
 
 
                                                                   2019 
----------------------  ------------------------------------------------------------------------------------------- 
                                               Accumulated amount 
                                                  of fair value 
                                                hedge adjustments 
                                                 included in the 
                          Carrying amount        carrying amount 
                        --------------------  --------------------  ----------------------  ----------------------- 
                                                                                                         Cumulative 
                                                                                    Change                  balance 
                                                                                   in fair                       of 
                                                                                     value               fair value 
                                                                                  used for              adjustments 
                                                                               calculating       from de-designated 
                            Asset  Liability      Asset  Liability   hedge ineffectiveness   hedge relationships(1) 
                         $million   $million   $million   $million                $million                 $million 
----------------------  ---------  ---------  ---------  ---------  ----------------------  ----------------------- 
Issued notes                    -     27,921          -        271                   (537)                      611 
Debt securities and 
 other eligible bills      49,190          -        373          -                     620                    (120) 
Loans and advances 
 to customers               1,431          -         22          -                      21                        - 
----------------------  ---------  ---------  ---------  ---------  ----------------------  ----------------------- 
Total at 31 December 
 2019                      50,621     27,921        395        271                     104                      491 
----------------------  ---------  ---------  ---------  ---------  ----------------------  ----------------------- 
 

1 This represents a credit/(debit) to the balance sheet value

Income statement impact of fair value hedges

 
                                                                  2020                2019 
                                                      Income/(expense)    Income/(expense) 
                                                              $million            $million 
--------------------------------------------------  ------------------  ------------------ 
Change in fair value of hedging instruments                         94                (86) 
Change in fair value of hedged risks attributable 
 to hedged items                                                  (71)                 104 
Net ineffectiveness gain to net trading income                      23                  18 
Amortisation loss to net interest income                          (31)                 (5) 
--------------------------------------------------  ------------------  ------------------ 
 

Cash flow hedges

The Group has exposure to market movements in future interest cash flows on portfolios of customer accounts, debt securities and loans and advances to customers. The amounts and timing of future cash flows, representing both principal and interest flows, are projected on the basis of contractual terms and other relevant factors, including estimates of prepayments and defaults.

The hedging strategy of the Group involves using interest rate swaps to manage the variability in future cash flows on assets and liabilities that have floating rates of interest by exchanging the floating rates for fixed rates. It also uses foreign exchange contracts and currency swaps to manage the variability in future exchange rates on its assets and liabilities and costs in foreign currencies. This is done on both a micro basis whereby a single interest rate or cross currency swap is designated in a separate relationship with a single hedged item (such as a floating rate loan to a customer), and on a portfolio basis whereby each hedging instrument is designated against a group of hedged items that share the same risk (such as a group of customer accounts).

The hedged risk is determined as the variability of future cash flows arising from changes in the designated benchmark interest rate, e.g. one-month or three-month LIBOR.

Hedging instruments and ineffectiveness

 
                                                                     2020 
----------------------  ---------------------------------------------------------------------------------------------- 
                                     Carrying amount 
                        ---------  --------------------  ----------------  -----------  ---------------  ------------- 
                                                                   Change 
                                                                  in fair               Ineffectiveness 
                                                                    value                   gain/(loss)         Amount 
                                                                  used to                    recognised   reclassified 
                                                                calculate  Gain/(loss)           in net           from 
                                                                    hedge   recognised          trading       reserves 
                         Notional      Asset  Liability   ineffectiveness       in OCI           income      to income 
                         $million   $million   $million          $million     $million         $million       $million 
----------------------  ---------  ---------  ---------  ----------------  -----------  ---------------  ------------- 
Interest rate risk 
  Interest rate swaps       9,347         83        129              (45)         (45)                -              - 
Currency risk 
Forward foreign 
 exchange 
 contract                     164         21          -                14           14                -              - 
Cross currency swaps        9,935         12        340             (261)        (261)                -              - 
----------------------  ---------  ---------  ---------  ----------------  -----------  ---------------  ------------- 
Total as at 31 
 December 
 2020                      19,446        116        469             (292)        (292)                -              - 
----------------------  ---------  ---------  ---------  ----------------  -----------  ---------------  ------------- 
 
 
                                                                     2019 
----------------------  ---------------------------------------------------------------------------------------------- 
                                     Carrying amount 
                        ---------  --------------------  ----------------  -----------  ---------------  ------------- 
                                                                   Change 
                                                                  in fair               Ineffectiveness 
                                                                    value                   gain/(loss)         Amount 
                                                                  used to                    recognised   reclassified 
                                                                calculate  Gain/(loss)           in net           from 
                                                                    hedge   recognised          trading       reserves 
                         Notional      Asset  Liability   ineffectiveness       in OCI           income      to income 
                         $million   $million   $million          $million     $million         $million       $million 
----------------------  ---------  ---------  ---------  ----------------  -----------  ---------------  ------------- 
Interest rate risk 
  Interest rate swaps       9,277         53         74              (87)         (87)                -              - 
Currency risk 
Forward foreign 
 exchange 
 contract                     289          6         20                 6            6                -              - 
Cross currency swaps        5,254         34         51               (5)          (5)                -            (2) 
----------------------  ---------  ---------  ---------  ----------------  -----------  ---------------  ------------- 
Total as at 31 
 December 
 2019                      14,820         93        145              (86)         (86)                -            (2) 
----------------------  ---------  ---------  ---------  ----------------  -----------  ---------------  ------------- 
 

Hedged items in cash flow hedges

 
                                                                    2020 
-----------------------------------------  ------------------------------------------------------- 
                                                                                        Cumulative 
                                                           Change                          balance 
                                                          in fair                           in the 
                                                            value                        cash flow 
                                                         used for  Cash flow         hedge reserve 
                                                      calculating      hedge    from de-designated 
                                            hedge ineffectiveness    reserve   hedge relationships 
                                                         $million   $million              $million 
-----------------------------------------  ----------------------  ---------  -------------------- 
Customer accounts                                             105      (110)                   (8) 
Debt securities and other eligible bills                       92         16                     - 
Loans and advances to customers                              (45)         34                     1 
Forecast cashflow currency hedge                             (14)         21                     - 
Intragroup lending currency hedge                             169          5                     - 
Intragroup borrowing currency hedge                          (15)          2                     - 
-----------------------------------------  ----------------------  ---------  -------------------- 
Total at 31 December 2020                                     292       (32)                   (7) 
-----------------------------------------  ----------------------  ---------  -------------------- 
 
 
                                                                    2019 
-----------------------------------------  ------------------------------------------------------- 
                                                                                        Cumulative 
                                                           Change                          balance 
                                                          in fair                           in the 
                                                            value                        cash flow 
                                                         used for  Cash flow         hedge reserve 
                                                      calculating      hedge    from de-designated 
                                            hedge ineffectiveness    reserve   hedge relationships 
                                                         $million   $million              $million 
-----------------------------------------  ----------------------  ---------  -------------------- 
Customer accounts                                              86       (58)                   (4) 
Debt securities and other eligible bills                      (3)          1                     - 
Loans and advances to customers                              (28)       (10)                   (4) 
Forecast cashflow currency hedge                               40          -                     - 
Intragroup lending currency hedge                             (9)        (6)                     - 
-----------------------------------------  ----------------------  ---------  -------------------- 
Total at 31 December 2019                                      86       (73)                   (8) 
-----------------------------------------  ----------------------  ---------  -------------------- 
 

Impact of cash flow hedges on profit and loss and other comprehensive income

 
                                                                           2020                2019 
                                                               Income/(expense)    Income/(expense) 
                                                                       $million            $million 
-----------------------------------------------------------  ------------------  ------------------ 
Cash flow hedge reserve balance as at 1 January                            (59)                (10) 
Loss recognised in other comprehensive income on effective 
 portion of changes in fair value of 
 hedging instruments                                                       (25)                (64) 
Gain transferred to net trading income on hedging 
 instruments no longer in a hedging relationship                              -                  10 
Gain reclassified to income statement when hedged 
 item affected net profit                                                    17                  11 
Taxation charge relating to cash flow hedges                                 15                 (6) 
-----------------------------------------------------------  ------------------  ------------------ 
Cash flow hedge reserve balance as at 31 December                          (52)                (59) 
-----------------------------------------------------------  ------------------  ------------------ 
 

Net investment hedges

Foreign currency exposures arise from investments in subsidiaries that have a different functional currency from that of the presentation currency of the Group. This risk arises from the fluctuation in spot exchange rates between the functional currency of the subsidiaries and the Group's presentation currency, which causes the value of the investment to vary.

The Group's policy is to hedge these exposures only when not doing so would be expected to have a significant impact on the regulatory ratios of the Group and its banking subsidiaries. The Group uses foreign exchange forwards to manage the effect of exchange rates on its net investments in foreign subsidiaries.

Hedging instruments and ineffectiveness

 
                                                                     2020 
----------------------  ---------------------------------------------------------------------------------------------- 
                                     Carrying amount 
                        ---------  --------------------  ----------------  -----------  ---------------  ------------- 
                                                                               Changes 
                                                                   Change       in the 
                                                                  in fair        value 
                                                                    value       of the                          Amount 
                                                                  used to      hedging  Ineffectiveness   reclassified 
                                                                calculate   instrument       recognised           from 
                                                                    hedge   recognised        in profit       reserves 
                         Notional      Asset  Liability   ineffectiveness       in OCI          or loss      to income 
                         $million   $million   $million          $million     $million         $million       $million 
----------------------  ---------  ---------  ---------  ----------------  -----------  ---------------  ------------- 
Derivative forward 
 currency 
 contracts(1)               5,376          -        383             (286)        (286)                -              - 
----------------------  ---------  ---------  ---------  ----------------  -----------  ---------------  ------------- 
 
 
                                                                     2019 
----------------------  ---------------------------------------------------------------------------------------------- 
                                     Carrying amount 
                        ---------  --------------------  ----------------  -----------  ---------------  ------------- 
                                                                               Changes 
                                                                   Change       in the 
                                                                  in fair        value 
                                                                    value       of the                          Amount 
                                                                  used to      hedging  Ineffectiveness   reclassified 
                                                                calculate   instrument       recognised           from 
                                                                    hedge   recognised        in profit       reserves 
                         Notional      Asset  Liability   ineffectiveness       in OCI          or loss      to income 
                         $million   $million   $million          $million     $million         $million       $million 
----------------------  ---------  ---------  ---------  ----------------  -----------  ---------------  ------------- 
Derivative forward 
 currency 
 contracts(1)               5,103         31         70                98           98                -              - 
----------------------  ---------  ---------  ---------  ----------------  -----------  ---------------  ------------- 
 

1 These derivative forward currency contracts have a maturity of less than one year. The hedges are rolled on a periodic basis

Hedged items in net investment hedges

 
                                           2020 
----------------  ------------------------------------------------------ 
                                                                Balances 
                                                               remaining 
                                                                  in the 
                                                             translation 
                                                                 reserve 
                                  Change                    from hedging 
                                  in the                   relationships 
                                   value                       for which 
                                used for                hedge accounting 
                             calculating  Translation       is no longer 
                   hedge ineffectiveness      reserve            applied 
                                $million     $million           $million 
----------------  ----------------------  -----------  ----------------- 
Net investments                      286        (383)                  - 
----------------  ----------------------  -----------  ----------------- 
 
 
                                           2019 
----------------  ------------------------------------------------------ 
                                                                Balances 
                                                               remaining 
                                                                  in the 
                                                             translation 
                                                                 reserve 
                                  Change                    from hedging 
                                  in the                   relationships 
                                   value                       for which 
                                used for                hedge accounting 
                             calculating  Translation       is no longer 
                   hedge ineffectiveness      reserve            applied 
                                $million     $million           $million 
----------------  ----------------------  -----------  ----------------- 
Net investments                     (98)           98                  - 
----------------  ----------------------  -----------  ----------------- 
 

Impact of net investment hedges on other comprehensive income

 
                                                                        2020                2019 
                                                            Income/(expense)    Income/(expense) 
                                                                    $million            $million 
--------------------------------------------------------  ------------------  ------------------ 
Gains/(losses) recognised in other comprehensive income                (287)                 191 
--------------------------------------------------------  ------------------  ------------------ 
 

Maturity of hedging instruments

 
                                                                 2020 
------------------------------  ---------  ------------------------------------------------ 
                                                        More than 
                                                        one month 
                                                         and less 
                                            Less than        than       One to    More than 
Fair value hedges                           one month    one year   five years   five years 
------------------------------  ---------  ----------  ----------  -----------  ----------- 
Interest rate swap 
  Notional                      $million        2,334      13,908       40,768       13,836 
 
  Average fixed interest rate   USD             1.44%       1.28%        1.47%        1.64% 
 EUR                                                -       1.86%        1.49%        1.72% 
Cross currency swap 
  Notional                      $million          837       1,384        1,915            - 
 
  Average fixed interest rate 
   (to USD)                     EUR             0.25%       1.63%        3.43%            - 
 JPY                                          (0.12)%           -      (0.23)%            - 
 
  Average exchange rate         EUR/USD          0.82        0.74         0.79            - 
------------------------------ 
 JPY/USD                                       109.93           -       107.91            - 
 ----------------------------------------  ----------  ----------  -----------  ----------- 
 

Cash flow hedges

 
Interest rate swap 
  Notional                           $million        -     3,428    4,686  1,233 
 
  Average fixed interest rate        HKD             -     1.46%    0.62%      - 
 USD                                                 -     0.96%    1.80%  1.32% 
Cross currency swap 
  Notional                           $million        -     7,822    2,084     29 
 
  Average fixed interest rate        HKD             -     1.15%        -      - 
 KRO                                                 -     0.79%        -      - 
 TWD(1)                                              -   (0.63)%        -      - 
 JPY                                                 -   (0.21)%  (0.16)%      - 
 
  Average exchange rate              HKD/USD         -      7.75        -      - 
 KRO/USD                                             -  1,174.75        -      - 
 TWD(1)/USD                                          -     29.88        -      - 
 JPY/USD                                             -    107.54   107.12      - 
Forward foreign exchange contracts 
  Notional                           $million       27       137        -      - 
 
  Average exchange rate              GBP/USD      0.84      0.84        -      - 
-----------------------------------  -----------  ----  --------  -------  ----- 
 

Net investment hedges

 
Foreign exchange derivatives 
  Notional                     $million        5,376  --- 
 
  Average exchange rate        CNY(1)/USD       7.07  --- 
----------------------------- 
 KRW(1)/USD                                 1,197.02  --- 
 
 TWD(1)/USD                                    28.89  --- 
 -----------------------------------------  -------- 
 

1 Offshore currency

Maturity of hedging instruments

 
                                                                 2019 
------------------------------  ---------  ------------------------------------------------ 
                                                        More than 
                                                        one month 
                                                         and less 
                                            Less than        than       One to    More than 
Fair value hedges                           one month    one year   five years   five years 
------------------------------  ---------  ----------  ----------  -----------  ----------- 
Interest rate swap 
  Notional                      $million          433      12,032       46,229       10,427 
 
  Average fixed interest rate   USD             2.78%       2.50%        2.47%        4.05% 
Cross currency swap 
  Notional                      $million           92       4,267        3,379          667 
 
  Average fixed interest rate 
   (to USD)                     EUR                 -       4.00%        2.61%            - 
 GBP                                                -       5.38%        4.71%        4.38% 
 JPY                                          (0.16)%     (0.17)%            -            - 
 
  Average exchange rate         EUR/USD             -        0.74         0.77            - 
------------------------------ 
 GBP/USD                                            -        0.55         0.63         0.62 
 
 JPY/USD                                       107.90      109.90            -            - 
 ----------------------------------------  ----------  ----------  -----------  ----------- 
 

Cash flow hedges

 
Interest rate swap 
  Notional                           $million     193     4,440  3,891    753 
 
 HKD                                            1.91%     1.95%  1.80%      - 
  Average fixed interest rate        USD            -     2.72%  1.65%  2.46% 
Cross currency swap 
  Notional                           $million     403     4,121    730      - 
 
  Average fixed interest rate        CNY1       3.22%     3.49%  3.94%      - 
 HKD                                                -     2.52%      -      - 
 INR1                                               -     4.32%  3.85%      - 
 KRW1                                               -     1.25%      -      - 
 
  Average exchange rate              CNY1/USD    6.86      6.93   7.08      - 
 HKD/USD                                            -      7.84      -      - 
 INR1/USD                                           -     69.43  68.85      - 
 KRW1/USD                                           -  1,201.23      -      - 
Forward foreign exchange contracts 
  Notional                           $million     196        93      -      - 
 
  Average exchange rate              INR1/USD   81.20         -      -      - 
----------------------------------- 
 INR/USD                                        81.01         -      -      - 
 
 GBP/USD                                         0.80      0.79      -      - 
 ---------------------------------------------  -----  --------  -----  ----- 
 

Net investment hedges

 
Foreign exchange derivatives 
  Notional                     $million      5,103  --- 
 
  Average exchange rate        CNY/USD        6.90  --- 
----------------------------- 
 KRW/USD                                  1,188.90  --- 
 
 TWD/USD                                     30.56  --- 
 ---------------------------------------  -------- 
 

1 Offshore currency

Interest rate benchmark reform

The Group applies the Phase 1 'Interest Rate Benchmark Reform Amendments to IFRS 9, IAS 39 and IFRS 7' which allow the Group to assume that the interest rate benchmark on which cash flows for the hedged item and/or hedging instrument are based is are altered as a result of IBOR reform for the following activities:

-- Prospective hedge assessment

-- Determining whether a cash flow or forecast transaction for a cash flow hedge is highly probable. However, the Group otherwise assesses whether the cash flows are considered highly probable

-- Determining when cumulative balances in the cash flow hedge reserve from de-designated hedges should be recycled to the income statement

The Group will not de-designate a hedge relationship of a benchmark in scope of IBOR reform if the retrospective hedge result is outside the required 80-125% range but, the hedge passes the prospective assessment. Any hedge ineffectiveness continues to be recorded in net trading income.

For hedges of non-contractually specified benchmark portions of an interest rate (such as fair value hedges of interest rate risk on fixed rate debt instruments) the Group only assesses whether the designated benchmark is separately identifiable at hedge inception. The choice of designated benchmark is not revisited for existing hedge relationships.

In applying these amendments, the Group has made the following key assumptions for the period end, to be reviewed on an ongoing basis:

-- The interest rate benchmarks applicable to the Group that are in scope of the IFRS amendments are all LIBORs, EONIA, Singapore Swap Offer Rate (SGD SOR) and Thai Baht Interest Rate Fixing (THB FIX)

-- EURIBOR is not in scope of the IFRS amendments because its revised methodology incorporates market transaction data, hence the benchmark is expected to continue to exist in future reporting periods

-- The Group believes it is too early to reliably estimate when interest rate benchmark uncertainty will be resolved for all benchmarks assumed to be in scope of the amendments. It therefore assumes that the uncertainty arising from interest rate benchmark reform will be present until 31 December 2021, at which time the amendments to IFRS no longer apply

The Group has established an IBOR Transition Programme that is overseen by the Group's Chief Operating Officer, and updates a number of committees including the Board Risk Committee and Group Risk Committee regularly updated. The programme comprises a series of business and function workstreams, with oversight and coordination of the specific areas and risks provided by a central project team. The key objectives of these workstreams include identifying all contracts in scope of benchmark reform, upgrading internal systems to support business in the alternative RFR product suite, identifying and communicating to customers with whom repricing and/or re-papering IBOR-referenced contracts is required and executing the necessary change in contracts. Workstreams actively participate in industry-wide working groups to ensure they are kept informed of the latest developments and are consistent with the approaches of other market participants.

As at 31 December 2020, the following populations of derivative instruments designated in fair value or cash flow hedge accounting relationships were linked to IBOR reference rates:

 
                                   Fair value hedges            Cash flow hedges 
-----------------------------  --------------------------  --------------------------  ---------  --------- 
                                   Notional      Notional      Notional      Notional 
                                 designated    designated    designated    designated 
                                      up to        beyond         up to        beyond              Weighted 
                                31 December   31 December   31 December   31 December               average 
                                       2021          2021          2021          2021      Total   exposure 
                                   $million      $million      $million      $million   $million      Years 
-----------------------------  ------------  ------------  ------------  ------------  ---------  --------- 
Interest rate swaps 
USD LIBOR                             9,454        36,024           345         2,733     48,556        3.2 
GBP LIBOR                               268         1,720            89             -      2,077       10.9 
JPY LIBOR                               552         1,785             -             -      2,337        3.0 
SGD SOR                                 360           123             -             -        483        1.2 
-----------------------------  ------------  ------------  ------------  ------------  ---------  --------- 
                                     10,634        39,652           434         2,733     53,453        3.5 
-----------------------------  ------------  ------------  ------------  ------------  ---------  --------- 
Cross currency swaps 
USD LIBOR vs Fixed rate 
 foreign currency                     2,221         1,915             -             -      4,136        1.3 
-----------------------------  ------------  ------------  ------------  ------------  ---------  --------- 
Total notional of hedging 
 instruments 
 in scope of IFRS amendments 
 as at 
 31 December 2020                    12,855        41,567           434         2,733     57,589        3.4 
-----------------------------  ------------  ------------  ------------  ------------  ---------  --------- 
 
 
                                Fair value hedges            Cash flow hedges 
--------------------------  --------------------------  --------------------------  ---------  --------- 
                                Notional      Notional      Notional      Notional 
                              designated    designated    designated    designated 
                                   up to        beyond         up to        beyond              Weighted 
                             31 December   31 December   31 December   31 December               average 
                                    2021          2021          2021          2021      Total   exposure 
                                $million      $million      $million      $million   $million      Years 
--------------------------  ------------  ------------  ------------  ------------  ---------  --------- 
Interest rate swaps 
USD LIBOR                         26,159        25,622           950         2,559     55,290        2.7 
GBP LIBOR                            613         4,049             -             -      4,662        5.5 
JPY LIBOR                          1,429           569             -             -      1,998        2.4 
SGD SOR                              563           132             -             -        695        1.7 
--------------------------  ------------  ------------  ------------  ------------  ---------  --------- 
                                  28,764        30,372           950         2,559     62,645        2.9 
--------------------------  ------------  ------------  ------------  ------------  ---------  --------- 
Cross currency swaps 
USD LIBOR vs Fixed 
 rate foreign currency             6,216         2,189             -             -      8,405        2.7 
--------------------------  ------------  ------------  ------------  ------------  ---------  --------- 
Total notional of hedging 
 instruments in scope 
 of IFRS amendments 
 as at 
 31 December 2019                 34,980        32,561           950         2,559     71,050        2.9 
--------------------------  ------------  ------------  ------------  ------------  ---------  --------- 
 

The Group's primary exposure is to USD LIBOR due to the extent of fixed rate debt security assets and issued notes denominated in USD that are designated in fair value hedge relationships. Where fixed rate instruments are in other currencies, cross currency swaps are used to achieve an equivalent floating USD exposure.

15. Loans and advances to banks and customers

Accounting policy

Refer to Note 13 Financial instruments for the relevant accounting policy

 
                                                        2020        2019 
                                                    $million    $million 
------------------------------------------------  ----------  ---------- 
Loans and advances to banks                           44,364      53,558 
Expected credit loss                                    (17)         (9) 
------------------------------------------------  ----------  ---------- 
                                                      44,347      53,549 
------------------------------------------------  ----------  ---------- 
 
Loans and advances to customers                      288,312     274,306 
Expected credit loss                                 (6,613)     (5,783) 
------------------------------------------------  ----------  ---------- 
                                                     281,699     268,523 
------------------------------------------------  ----------  ---------- 
Total loans and advances to banks and customers      326,046     322,072 
------------------------------------------------  ----------  ---------- 
 

The Group has outstanding residential mortgage loans to Korea residents of $22.1 billion (31 December 2019: $17.8 billion) and Hong Kong residents of $32 billion (31 December 2019: $29.9 billion).

Analysis of loans and advances to customers by geographic region and client segment together with their related impairment provisions are set out within the Risk review and Capital review.

16. Reverse repurchase and repurchase agreements including other similar lending and borrowing

Accounting policy

The Group purchases securities (a reverse repurchase agreement - 'reverse repo') typically with financial institutions subject to a commitment to resell or return the securities at a predetermined price. These securities are not included in the balance sheet as the Group does not acquire the risks and rewards of ownership, however they are recorded off-balance sheet as collateral received. Consideration paid (or cash collateral provided) is accounted for as a loan asset at amortised cost, unless it is managed on a fair value basis or designated at fair value through profit or loss. In the majority of cases through the contractual terms of a reverse repo arrangement, the Group as the transferee of the security collateral has the right to sell or repledge the asset concerned.

The Group also sells securities (a repurchase agreement - 'repo') subject to a commitment to repurchase or redeem the securities at a predetermined price. The securities are retained on the balance sheet as the Group retains substantially all the risks and rewards of ownership and these securities are disclosed as pledged collateral. Consideration received (or cash collateral received) is accounted for as a financial liability at amortised cost, unless it is either mandatorily classified as fair value through profit or loss or irrevocably designated at fair value through profit or loss at initial recognition.

Financial assets are pledged as collateral as part of sales and repurchases, securities borrowing and securitisation transactions under terms that are usual and customary for such activities. The Group is obliged to return equivalent securities.

Repo and reverse repo transactions typically entitle the Group and its counterparties to have recourse to assets similar to those provided as collateral in the event of a default. Securities sold subject to repos, either by way of a Global Master Repurchase Agreement (GMRA), or through a securities sale and Total Return Swap (TRS) continue to be recognised on the balance sheet as the Group retains substantially the associated risks and rewards of the securities (the TRS is not recognised). The counterparty liability is included in deposits by banks or customer accounts, as appropriate. Assets sold under repurchase agreements are considered encumbered as the Group cannot pledge these to obtain funding.

Reverse repurchase agreements and other similar secured lending

 
                                          2020        2019 
                                      $million    $million 
----------------------------------  ----------  ---------- 
Banks                                   19,452      19,610 
Customers                               48,119      40,804 
----------------------------------  ----------  ---------- 
                                        67,571      60,414 
----------------------------------  ----------  ---------- 
Of which: 
Fair value through profit or loss       63,405      57,604 
                                    ----------  ---------- 
  Banks                                 18,205      18,269 
  Customers                             45,200      39,335 
                                    ----------  ---------- 
Held at amortised cost                   4,166       2,810 
                                    ----------  ---------- 
  Banks                                  1,247       1,341 
  Customers                              2,919       1,469 
                                    ----------  ---------- 
 
 

Under reverse repurchase and securities borrowing arrangements, the Group obtains securities on terms which permit it to repledge or resell the securities to others. Amounts on such terms are:

 
                                                              2020        2019 
                                                          $million    $million 
------------------------------------------------------  ----------  ---------- 
Securities and collateral received (at fair value)          99,676      86,308 
Securities and collateral which can be repledged or 
 sold (at fair value)                                       99,238      85,415 
Amounts repledged/transferred to others for financing 
 activities, to satisfy liabilities under sale and 
 repurchase agreements (at fair value)                      46,209      44,530 
------------------------------------------------------  ----------  ---------- 
 

Repurchase agreements and other similar secured borrowing

 
                                          2020        2019 
                                      $million    $million 
----------------------------------  ----------  ---------- 
Banks                                    6,647       7,789 
Customers                               43,918      40,429 
----------------------------------  ----------  ---------- 
                                        50,565      48,218 
----------------------------------  ----------  ---------- 
Of which: 
Fair value through profit or loss       48,662      46,283 
                                    ----------  ---------- 
  Banks                                  6,107       7,401 
  Customers                             42,555      38,882 
                                    ----------  ---------- 
Held at amortised cost                   1,903       1,935 
                                    ----------  ---------- 
  Banks                                    540         388 
  Customers                              1,363       1,547 
                                    ----------  ---------- 
 
 

The tables below set out the financial assets provided as collateral for repurchase and other secured borrowing transactions:

 
                                                                       2020 
--------------------------------------  ------------------------------------------------------------------- 
                                        Fair value            Fair value 
                                           through               through 
                                            profit   other comprehensive  Amortised  Off-balance 
Collateral pledged against repurchase      or loss                income       cost        sheet      Total 
 agreements                               $million              $million   $million     $million   $million 
--------------------------------------  ----------  --------------------  ---------  -----------  --------- 
On-balance sheet 
  Debt securities and other eligible 
   bills                                     2,664                 2,108        355            -      5,127 
Off-balance sheet 
  Repledged collateral received                  -                     -          -       46,209     46,209 
--------------------------------------  ----------  --------------------  ---------  -----------  --------- 
At 31 December 2020                          2,664                 2,108        355       46,209     51,336 
--------------------------------------  ----------  --------------------  ---------  -----------  --------- 
 
 
                                                                       2019 
--------------------------------------  ------------------------------------------------------------------- 
                                        Fair value            Fair value 
                                           through               through 
                                            profit   other comprehensive  Amortised  Off-balance 
Collateral pledged against repurchase      or loss                income       cost        sheet      Total 
 agreements                               $million              $million   $million     $million   $million 
--------------------------------------  ----------  --------------------  ---------  -----------  --------- 
On-balance sheet 
  Debt securities and other eligible 
   bills                                     1,036                 2,137      1,023            -      4,196 
Off-balance sheet 
  Repledged collateral received                  -                     -          -       44,530     44,530 
--------------------------------------  ----------  --------------------  ---------  -----------  --------- 
At 31 December 2019                          1,036                 2,137      1,023       44,530     48,726 
--------------------------------------  ----------  --------------------  ---------  -----------  --------- 
 

17. Goodwill and intangible assets

Accounting policy

Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the identifiable net assets and contingent liabilities of the acquired subsidiary, associate or joint venture at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisitions of associates is included in Investments in associates. Goodwill included in Intangible assets is assessed at each balance sheet date for impairment and carried at cost less any accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Detailed calculations are performed based on discounting expected cash flows of the relevant cash-generating units (CGUs) and discounting these at an appropriate discount rate, the determination of which requires the exercise of judgement. Goodwill is allocated to CGUs for the purpose of impairment testing. CGUs represent the lowest level within the Group which generate separate cash inflows and at which the goodwill is monitored for internal management purposes. These are equal to or smaller than the Group's reportable segments (as set out in Note 2) as the Group views its reportable segments on a global basis. The major CGUs to which goodwill has been allocated are set out in the CGU table.

Significant accounting estimates and judgements

The carrying amount of goodwill is based on the application of judgements including the basis of goodwill impairment calculation assumptions. Judgement is also applied in determination of cash-generating units.

Estimates include forecasts used for determining cash flows for CGUs, the appropriate long term growth rates to use and discount rates which factor in country risk-free rates and applicable risk premiums. These estimates are periodically assessed for appropriateness. The Group undertakes an annual assessment to evaluate whether the carrying value of goodwill is impaired. The estimation of future cash flows and the level to which they are discounted is inherently uncertain and requires significant judgement and is subject to potential change over time.

Acquired intangibles

At the date of acquisition of a subsidiary or associate, intangible assets which are deemed separable and that arise from contractual or other legal rights are capitalised and included within the net identifiable assets acquired. These intangible assets are initially measured at fair value, which reflects market expectations of the probability that the future economic benefits embodied in the asset will flow to the entity and are amortised on the basis of their expected useful lives (4 to 16 years). At each balance sheet date, these assets are assessed for indicators of impairment. In the event that an asset's carrying amount is determined to be greater than its recoverable amount, the asset is written down immediately.

Computer software

Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use the specific software.

Internally generated software represents substantially all of the total software capitalised. Direct costs of the development of separately identifiable internally generated software are capitalised where it is probable that future economic benefits attributable to the asset will flow from its use (internally generated software). These costs include salaries and wages, materials, service providers and contractors, and directly attributable overheads. Costs incurred in the ongoing maintenance of software are expensed immediately when incurred. Internally generated software is amortised over a three to five-year time period. On an annual basis software assets' residual values and useful lives are reviewed, including assessing for indicators of impairment. Indicators of impairment include loss of business relevance, obsolescence of asset, exit of the business to which the software relates, technological changes, change in use of the asset, reduction in useful life, plans to reduce usage or scope.

For capitalised software, judgement is required to determine which costs relate to research (and therefore expensed) and which costs relate to development (capitalised). Further judgement is required to determine the technical feasibility of completing the software such that it will be available for use. Estimates are used to determine how the software will generate probable future economic benefits, these estimates include: cost savings, income increases, balance sheet improvements, improved functionality or improved asset safeguarding.

 
                                            2020                                           2019 
----------------------  ---------------------------------------------  --------------------------------------------- 
                                       Acquired   Computer                            Acquired   Computer 
                         Goodwill   intangibles   software      Total   Goodwill   intangibles   software      Total 
                         $million      $million   $million   $million   $million      $million   $million   $million 
----------------------  ---------  ------------  ---------  ---------  ---------  ------------  ---------  --------- 
Cost 
At 1 January                3,079           461      3,239      6,779      3,116           510      2,835      6,461 
Exchange translation 
 differences                   27            16         60        103       (10)           (5)         26         11 
Additions                       -             -        790        790          -             1        753        754 
Disposals                       -             -        (4)        (4)          -           (1)        (3)        (4) 
Impairment                  (489)             -          -      (489)       (27)             -          -       (27) 
Amounts written off             -           (4)      (403)      (407)          -          (44)      (372)      (416) 
Classified as held 
 for sale                       -             -          -          -          -             -          -          - 
----------------------  ---------  ------------  ---------  ---------  ---------  ------------  ---------  --------- 
At 31 December              2,617           473      3,682      6,772      3,079           461      3,239      6,779 
----------------------  ---------  ------------  ---------  ---------  ---------  ------------  ---------  --------- 
Provision for 
amortisation 
At 1 January                    -           431      1,058      1,489          -           458        947      1,405 
Exchange translation 
 differences                    -            15         21         36          -           (5)          6          1 
Amortisation                    -             5        515        520          -             9        436        445 
Impairment charge               -             -         17         17          -             -         12         12 
Disposals                       -             -        (4)        (4)          -           (1)          -        (1) 
Amounts written off             -             -      (349)      (349)          -          (30)      (343)      (373) 
----------------------  ---------  ------------  ---------  ---------  ---------  ------------  ---------  --------- 
At 31 December                  -           451      1,258      1,709          -           431      1,058      1,489 
----------------------  ---------  ------------  ---------  ---------  ---------  ------------  ---------  --------- 
Net book value              2,617            22      2,424      5,063      3,079            30      2,181      5,290 
----------------------  ---------  ------------  ---------  ---------  ---------  ------------  ---------  --------- 
 

At 31 December 2020, accumulated goodwill impairment losses incurred from 1 January 2005 amounted to $3,317 million (31 December 2019: $2,828 million), of which $489 million was recognised in 2020 (31 December 2019: $27 million).

Goodwill

Testing of goodwill for impairment

An annual assessment is made as to whether the current carrying value of goodwill is impaired. For the purposes of impairment testing, goodwill is allocated at the date of acquisition to a CGU. Goodwill is considered to be impaired if the carrying amount of the relevant CGU exceeds its recoverable amount. Indicators of impairment include changes in the economic performance and outlook of the region including geopolitical changes, changes in market value of regional investments, large credit defaults and strategic decisions to exit certain regions. The recoverable amounts for all the CGUs were measured based on value-in-use (ViU). The calculation of ViU for each CGU is calculated using five-year cash flow projections and an estimated terminal value based on a perpetuity value after year five. The cash flow projections are based on forecasts approved by management up to 2025. The perpetuity terminal value amount is calculated using year five cash flows using long-term GDP growth rates. All cash flows are discounted using discount rates which reflect market rates appropriate to the CGU.

The goodwill allocated to each CGU and key assumptions used in determining the recoverable amounts are set out below and are solely estimates for the purposes of assessing impairment of acquired goodwill.

 
                                         2020                               2019 
-------------------------  ---------------------------------  --------------------------------- 
                                                   Long-term                          Long-term 
                                                    forecast                           forecast 
                                       Discount   GDP growth              Discount   GDP growth 
                            Goodwill      rates        rates   Goodwill      rates        rates 
Cash-generating unit        $million   per cent     per cent   $million   per cent     per cent 
-------------------------  ---------  ---------  -----------  ---------  ---------  ----------- 
Country CGUs 
Greater China & North 
 Asia                            934                                900 
                           ---------                          --------- 
  Hong Kong                      359        9.7          2.7        358        9.2          2.4 
  Taiwan                         575        8.6          2.1        542       10.6          2.0 
                           ---------                          --------- 
Africa & Middle East             303                                512 
                           ---------                          --------- 
  Pakistan                       183       15.0          5.0        188       21.0          4.0 
  UAE                              -          -            -        204        7.1          2.5 
  Others (4)(1)                  120   8.1-14.3      2.8-5.8        120   8.3-16.6      2.5-4.9 
                           ---------                          --------- 
ASEAN & South Asia               414                                706 
                           ---------                          --------- 
  India                            -          -            -        259       16.4          7.3 
  Singapore                      345       10.3          3.0        342       10.4          1.9 
  Others (2)                      69  12.8-13.4      6.9-7.2        105  11.7-15.4      3.3-7.3 
                           ---------                          --------- 
Global CGUs                      966                                961 
                           ---------                          --------- 
  Global Private Banking          84       10.0          3.6         84        9.1          3.5 
  Global Corporate & 
   Institutional Banking         882       10.0          3.0        877        9.1          3.5 
                           ---------                          --------- 
 
                               2,617                              3,079 
-------------------------  ---------  ---------  -----------  ---------  ---------  ----------- 
 

1 Bahrain, Ghana, Jordan and Qatar

2 Bangladesh and Vietnam, Indonesia and Brunei goodwill was written off in 2020

Four country CGUs; India, UAE, Indonesia and Brunei have had all the goodwill allocated to them written off, totalling $489 million. This was primarily due to lower economic growth forecasts, higher discount rates and forward-looking cash flows reflecting lower interest rate environments. As a result, the carrying amount of each CGU, which included goodwill, was greater than the recoverable amount.

In view of the increased economic uncertainty caused by the COVID-19 pandemic, the Group has performed sensitivity analysis on the key assumptions for each CGU's recoverable amount. The following CGUs are considered sensitive to the key variables and any individual movements on the estimates (cashflow, discount rate and GDP growth rate) up to the levels disclosed below would eliminate the current headroom.

 
                                                                                          2020 
--------------  --------------------------------------------------------------------------------------------------------------------------------------------------------- 
                                                                                                        Sensitivities 
                --------  ---------                  -------------------------------------------------------------------------------------------------------------------- 
                                                                                                                                                                  Extreme 
                                                                                 Discount                                                              Downside  downside 
                                                             GDP                   rates               Cashflow              Cashflow        Cashflow  scenario  scenario 
                                                     --------------------  --------------------  --------------------  --------------------  --------  --------  -------- 
                                                                                                                                                            GDP       GDP 
                                                                                                                                                           - 1%      - 1% 
                                                                                                                                                           DR +      DR + 
                                                                                                                                                          1% CF     1% CF 
                                  Base case               + 1%        -1%       + 1%        -1%      + 10%      - 10%       +20%      - 20%     - 30%     - 10%     - 20% 
                          -------------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  --------  --------  -------- 
                                                                                                                                                Head-     Head-     Head- 
                          Head-room  Discount        Head-room  Head-room  Head-room  Head-room  Head-room  Head-room  Head-room  Head-room      room      room      room 
CGU             Goodwill   $million      rate   GDP   $million   $million   $million   $million   $million   $million   $million   $million  $million  $million  $million 
--------------  --------  ---------  --------  ----  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  --------  --------  -------- 
Taiwan               575        359      8.6%  2.1%        652        144         84        734        620         97        882      (165)     (426)     (276)     (479) 
--------------  --------  ---------  --------  ----  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  --------  --------  -------- 
Global 
 Corporate 
 & 
 Institutional 
 Banking             882      3,845     10.0%  3.0%      7,233      1,304        546      8,245      7,369        322     10,893    (3,202)   (6,726)   (4,150)   (6,938) 
--------------  --------  ---------  --------  ----  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  --------  --------  -------- 
 

The table above represents reasonably possible scenarios that could occur if either; economic factors (which drive GDP rates and discount rates); country-specific cash flows; or a combination of both are different from the assumptions used in the goodwill impairment assessment at 31 December 2020.

For there to be no headroom, the discount rate will need to increase by 1.37 per cent and 1.19 per cent, for Taiwan and Global Corporate & Institutional Banking (CIB) respectively. Similarly, the GDP rates will need to decrease by 1.87 per cent, 1.63 per cent and cash flows would need to decrease by 13.71 per cent, 10.91 per cent for Taiwan and Global CIB respectively .

Acquired intangibles

These primarily comprise those items recognised as part of the acquisitions of Union Bank (now amalgamated into Standard Chartered Bank (Pakistan) Limited), Hsinchu (now amalgamated into Standard Chartered Bank (Taiwan) Limited), Pembroke, American Express Bank and ABSA's custody business in Africa. Maintenance intangible assets represent the value in the difference between the contractual right under acquired leases to receive aircraft in a specified maintenance condition at the end of the lease and the actual physical condition of the aircraft at the date of acquisition.

The acquired intangibles are amortised over periods from four years to a maximum of 16 years. The constituents are as follows:

 
                                       2020        2019 
                                   $million    $million 
-------------------------------  ----------  ---------- 
Acquired intangibles comprise: 
Aircraft maintenance                      6          10 
Core deposits                             -           1 
Customer relationships                    7          12 
Licences                                  9           7 
-------------------------------  ----------  ---------- 
Net book value                           22          30 
-------------------------------  ----------  ---------- 
 

18. Property, plant and equipment

Accounting policy

All property, plant and equipment is stated at cost less accumulated depreciation and impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the assets. Subsequent costs are included in the asset's carrying amount or are recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.

At each balance sheet date the assets' residual values and useful lives are reviewed, and adjusted if appropriate, including assessing for indicators of impairment. In the event that an asset's carrying amount is determined to be greater than its recoverable amount, the asset is written down to the recoverable amount. Gains and losses on disposals are included in the income statement.

Repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

Land and buildings comprise mainly branches and offices. Freehold land is not depreciated although it is subject to impairment testing.

Depreciation on other assets is calculated using the straight-line method to allocate their cost to their residual values over their estimated useful lives, as follows:

   --  Buildings       --                                               up to 50 years 
   --  Leasehold improvements life of lease             --           up to 50 years 
   --  Equipment and motor vehicles            --           three to 15 years 
   --  Aircraft          --                                               up to 18 years 
   --  Ships            --                                               up to 15 years 

Where the Group is a lessee of a right-of-use asset, the leased assets are capitalised and included in Property, plant and equipment with a corresponding liability to the lessor recognised in Other liabilities, in accordance with the Group's leased assets accounting policy in Note 19.

All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

Significant accounting estimates and judgements

The carrying amount of the Group's aircraft leasing portfolio is based on the application of judgement and estimates to determine the most appropriate recoverable amount for each aircraft when assessing for impairment. Estimates involve the appropriate cash flows, discount rates and residual values used in determining a value-in-use for aircraft, and judgement is required in determining the appropriate observable third-party valuations to use for assessing current market value.

 
                                                            2020 
----------------------------  ----------------------------------------------------------------- 
                                                    Operating     Leased      Leased 
                                                        lease   premises   equipment 
                               Premises  Equipment     assets     assets      assets      Total 
                               $million   $million   $million   $million    $million   $million 
----------------------------  ---------  ---------  ---------  ---------  ----------  --------- 
Cost or valuation 
At 1 January                      2,058        800      4,461      1,493          23      8,835 
Exchange translation 
 differences                         40          6        (2)         11           4         59 
Additions1                           36        121        952        155           6      1,270 
Disposals and fully 
 depreciated assets written 
 off2                              (83)       (53)      (178)       (82)         (2)      (398) 
Transfers to assets 
 held for sale                      (3)          -          -          -           -        (3) 
----------------------------  ---------  ---------  ---------  ---------  ----------  --------- 
As at 31 December                 2,048        874      5,233      1,577          31      9,763 
----------------------------  ---------  ---------  ---------  ---------  ----------  --------- 
Depreciation 
Accumulated at 1 January            737        518      1,067        286           7      2,615 
Exchange translation 
 differences                         13          6          -          -           -         19 
Charge for the year                  73        122        229        300           7        731 
Impairment charge3                    -          -        132          -           -        132 
Attributable to assets 
 sold, transferred or 
 written off2                      (52)       (52)       (92)       (50)         (2)      (248) 
Transfers to assets 
 held for sale                      (1)          -          -          -           -        (1) 
----------------------------  ---------  ---------  ---------  ---------  ----------  --------- 
Accumulated at 31 December          770        594      1,336        536          12      3,248 
----------------------------  ---------  ---------  ---------  ---------  ----------  --------- 
Net book amount at 31 
 December                         1,278        280      3,897      1,041          19      6,515 
----------------------------  ---------  ---------  ---------  ---------  ----------  --------- 
 

1 Refer to the cash flow statement under cash flows from investing activities section for the purchase of property, plant and equipment during the year of $1,270 million

2 Disposals for property, plant and equipment during the year of $178 million in the cash flow statement would include the gains and losses incurred as part of other operating income (Note 6) on disposal of assets during the year and the net book value disposed

3 Aircraft have been impaired due to a decrease in the market values, particularly wide-body variants

 
                                                               2019 
----------------------------  ---------------------------------------------------------------------- 
                                                                      Leased      Leased 
                                                       Operating    premises   equipment 
                                                           lease 
                                Premises   Equipment      assets     assets3     assets3       Total 
                                $million    $million    $million    $million    $million    $million 
----------------------------  ----------  ----------  ----------  ----------  ----------  ---------- 
Cost or valuation 
At 1 January                       2,070         766       6,323       1,408          13      10,580 
Exchange translation 
 differences                        (31)        (17)         (5)        (35)           -        (88) 
Additions                            961        1231        2991         128          10         656 
Disposals and fully 
 depreciated assets written 
 off                               (62)2       (72)2      (694)2         (8)           -       (836) 
Transfers to assets 
 held for sale                      (15)           -     (1,462)           -           -     (1,477) 
----------------------------  ----------  ----------  ----------  ----------  ----------  ---------- 
As at 31 December                  2,058         800       4,461       1,493          23       8,835 
----------------------------  ----------  ----------  ----------  ----------  ----------  ---------- 
Depreciation 
Accumulated at 1 January             706         494       1,469           -           1       2,670 
Exchange translation 
 differences                         (7)        (10)         (5)           7           -        (15) 
Charge for the year                   77         106         263         283           6         735 
Impairment charge                      1           -         121           -           -         122 
Attributable to assets 
 sold, transferred or 
 written off                       (35)2       (72)2      (155)2         (4)           -       (266) 
Transfers to assets 
 held for sale                       (5)           -       (626)           -           -       (631) 
----------------------------  ----------  ----------  ----------  ----------  ----------  ---------- 
Accumulated at 31 December           737         518       1,067         286           7       2,615 
----------------------------  ----------  ----------  ----------  ----------  ----------  ---------- 
Net book amount at 31 
 December                          1,321         282       3,394       1,207          16       6,220 
----------------------------  ----------  ----------  ----------  ----------  ----------  ---------- 
 

1 Refer to the cash flow statement under cash flows from investing activities section for the purchase of property, plant and equipment during the period $518 million

2 Disposals for property, plant and equipment during the period $566 million in the cash flow statement would include the gains and losses incurred as part of other operating income (Note 6) on disposal of assets during the period and the net book value disposed

3 Leased premises assets and leased equipment assets were newly recognised on 1 January 2019 due to the adoption of IFRS 16 Leases. The Group applied the modified retrospective transition approach, such that the right-of-use asset recognised equalled the lease liability, adjusted for prepayments and accruals recognised under IAS 17 as of 31 December 2018

Operating lease assets

The operating lease assets subsection of property, plant and equipment is the Group's aircraft leasing business, consisting of 114 commercial aircraft, of which 107 are narrow-body and 7 wide-body, leased to clients under operating leases. The leases are classified as operating leases as they do not transfer substantially all the risks and rewards incidental to the ownership of the assets, and rental income from operating lease assets is disclosed in Note 6. At 31 December 2020, these assets had a net book value of $3,897 million (31 December 2019: $3,394 million).

Under these leases the lessee is responsible for the maintenance and servicing of the aircraft during the lease term while the Group receives rental income and assumes the risks of the residual value of the aircraft at the end of the lease. Initial lease terms range in length up to 12 years, while the average remaining lease term at 31 December 2020 is approximately six years. By varying the lease terms the effects of changes in cyclical market conditions at the time aircraft become eligible for re-lease are mitigated. The Group will look at entering into a lease extension with existing lessees well in advance of lease expiry in order to minimise the risk of aircraft downtime and aircraft transition costs. Aircraft may also be sold from time to time to manage the composition and average age of the fleet.

A series of stress sensitivities conducted on the narrow-body portfolio highlight the two biggest risks remain either an increase in the discount rate in conjunction with further market value decreases, as the majority of the leased portfolio is now valued on a VIU basis, or a substantial number of airline clients defaulting. A sensitivity test was performed on the narrow-body portfolio assuming a discount rate increase of 50 basis points and a future market value decrease of 10 per cent, which resulted in a possible increase in impairment of $46 million.

A further sensitivity test considered that the lessees with lower credit ratings defaulted on their current leases. This scenario would result in a possible increase in impairment of $38million.

During 2020 the Group offered payment concessions to customers as a result of the COVID-19 pandemic, allowing them to defer lease payments for between three and nine months. As of 31 December 2020 the outstanding amount of deferred lease payments was $19 million. For customers who have not defaulted on their obligations, deferrals do not affect income recognition provided the total lease rentals and lease expiry date are unchanged. For customers who have defaulted, any income not covered by collateral is provided against. The provision is reversed on receipt of the deferred payment.

The table below gives a maturity analysis of undiscounted lease payments receivable in future periods:

 
                                    2020                2019 
                                 Minimum             Minimum 
                       lease receivables   lease receivables 
                         under operating     under operating 
                                  leases              leases 
                                 falling             falling 
                                    due:                due: 
                                $million            $million 
--------------------  ------------------  ------------------ 
Within one year                      478                 473 
One to two years                     436                 451 
Two to three years                   374                 403 
Three to four years                  328                 337 
Four to five years                   251                  82 
After five years                     697                 789 
--------------------  ------------------  ------------------ 
                                   2,564               2,535 
--------------------  ------------------  ------------------ 
 

19. Leased assets

Accounting policy

The Group assesses whether a contract is a lease in scope of this policy by determining whether the contract gives it the right to use a specified underlying physical asset for a lease term greater than 12 months, unless the underlying asset is of low value.

Where the Group is a lessee and the lease is deemed in scope, it recognises a liability equal to the present value of lease payments over the lease term, discounted using the incremental borrowing rate applicable in the economic environment of the lease. The liability is recognised in 'Other liabilities'. A corresponding right-of-use asset equal to the liability, adjusted for any lease payments made at or before the commencement date, is recognised in 'Property, plant and equipment'. The lease term includes any extension options contained in the contract that the Group is reasonably certain it will exercise.

The Group subsequently depreciates the right-of-use asset using the straight-line method over the lease term and measures the lease liability using the effective interest method. Depreciation on the asset is recognised in 'Depreciation and amortisation', and interest on the lease liability is recognised in 'Interest expense'.

The judgements in determining lease balances are the determination of whether the Group is reasonably certain that it will exercise extension options present in lease contracts. On initial recognition, the Group considers a range of characteristics such as premises function, regional trends and the term remaining on the lease to determine whether it is reasonably certain that a contractual right to extend a lease will be exercised. Where a change in assumption is confirmed by the local property management team, a remeasurement is performed in the Group-managed vendor system.

The estimates were the determination of incremental borrowing rates in the respective economic environments. The Group uses third-party broker quotes to estimate its USD cost of senior unsecured borrowing, then uses cross-currency swap pricing information to determine the equivalent cost of borrowing in other currencies. If it is not possible to estimate an incremental borrowing rate through this process, other proxies such as local government bond yields are used.

The Group primarily enters lease contracts that grant it the right to use premises such as office buildings and retail branches.

Existing lease liabilities may change in future periods due to changes in assumptions or decisions to exercise lease renewal or termination options, changes in payments due to renegotiations of market rental rates as permitted by those contracts and changes to payments due to rent being contractually linked to an inflation index. In general the remeasurement of a lease liability under these circumstances leads to an equal change to the right-of-use asset balance, with no immediate effect on the income statement.

The total cash outflow during the year for premises and equipment leases was $352 million (2019: $397 million).

The total expense during the year in respect of leases with a term less than or equal to 12 months was less than $1 million (2019: $20 million).

The right-of-use asset balances and depreciation charges are disclosed in Note 18. The lease liability balances are disclosed in Note 23 and the interest expense on lease liabilities is disclosed in Note 3.

Maturity analysis

The maturity profile for lease liabilities associated with leased premises and equipment assets is as follows:

 
                                                                  2020 
--------------------------------------  -------------------------------------------------------- 
                                                     Between     Between 
                                                    one year   two years 
                                         One year    and two    and five    More than 
                                          or less      years       years   five years      Total 
                                         $million   $million    $million     $million   $million 
--------------------------------------  ---------  ---------  ----------  -----------  --------- 
Other liabilities - lease liabilities         368        280         559          188      1,395 
--------------------------------------  ---------  ---------  ----------  -----------  --------- 
 
 
                                                            restated 2019(1) 
-------------------------------------- 
                                                     Between     Between 
                                                    one year   two years 
                                         One year    and two    and five    More than 
                                          or less      years       years   five years      Total 
                                         $million   $million    $million     $million   $million 
--------------------------------------  ---------  ---------  ----------  -----------  --------- 
Other liabilities - lease liabilities         364        335         626          325      1,650 
--------------------------------------  ---------  ---------  ----------  -----------  --------- 
 

1 Prior year values have been restated to reflect undiscounted contractual cash flows that are allocated to the periods in which the Group is required to pay them

20. Other assets

Accounting policy

Refer to Note 13 Financial instruments for the relevant accounting policy.

Commodities represent physical holdings where the Group has title and exposure to the Market Risk associated with the holding.

Commodities are fair valued with the fair value derived from observable spot or short-term futures prices from relevant exchanges.

Other assets include:

 
                                                                2020        2019 
                                                            $million    $million 
--------------------------------------------------------  ----------  ---------- 
Financial assets held at amortised cost (Note 13): 
  Hong Kong SAR Government certificates of indebtedness 
   (Note 23)(1)                                                7,295       6,911 
  Cash collateral                                             11,757       9,169 
  Acceptances and endorsements2                                5,868       5,518 
  Unsettled trades and other financial assets                 16,058      14,563 
--------------------------------------------------------  ----------  ---------- 
                                                              40,978      36,161 
Non-financial assets: 
  Commodities3                                                 7,239       5,465 
Other assets                                                     471         396 
--------------------------------------------------------  ----------  ---------- 
                                                              48,688      42,022 
--------------------------------------------------------  ----------  ---------- 
 

1 The Hong Kong SAR Government certificates of indebtedness are subordinated to the claims of other parties in respect of bank notes issued

2 Trade finance whereby the Group offers a guarantee of payment between trade counterparties for a fee

3 Commodities are carried at fair value and classified as Level 2

21. Assets held for sale and associated liabilities

Accounting policy

Financial instruments can be reclassified as held for sale if they are non-current assets or if they are part of a disposal group; however, in these circumstances financial instruments continue to be measured per the requirements of IFRS 9 Financial Instruments. Refer to Note 13 Financial instruments for the relevant accounting policy.

Non-current assets are classified as held for sale and measured at the lower of their carrying amount and fair value less cost to sell when:

a) Their carrying amounts will be recovered principally through sale;

b) They are available for immediate sale in their present condition; and

c) Their sale is highly probable.

Immediately before the initial classification as held for sale, the carrying amounts of the assets are measured in accordance with the applicable accounting policies related to the asset or liability before reclassification as held for sale.

The assets below have been presented as held for sale following the approval of Group management and the transactions are expected to complete in 2020.

Following a decision by the Board of directors to exit the ship leasing business within CIB, the shipping portfolio has been moved to 'Held for sale'.

The financial assets reported below are classified under Level 1 $nil (31 December 2019: $70 million), Level 2 $25 million (31 December 2019: nil ) and Level 3 $63 million (31 December 2019: $260 million).

Assets held for sale

 
                                                           2020        2019 
                                                       $million    $million 
---------------------------------------------------  ----------  ---------- 
Financial assets held at fair value through profit 
 or loss                                                      5         330 
                                                     ----------  ---------- 
  Loans and advances to customers                             5           - 
  Equity shares                                               -         330 
                                                     ----------  ---------- 
 
Financial assets held at amortised cost                      83          90 
                                                     ----------  ---------- 
  Loans and advances to customers                            83          32 
  Debt securities held at amortised cost                      -          58 
                                                     ----------  ---------- 
 
Interests in joint venture                                    -         800 
Property, plant and equipment                               358         833 
                                                     ----------  ---------- 
  Aircraft                                                    -          49 
  Vessels                                                   354         769 
  Others                                                      4          15 
---------------------------------------------------  ----------  ---------- 
                                                            446       2,053 
---------------------------------------------------  ----------  ---------- 
 

Interests in joint venture

On the 20 May 2020 the Group completed the sale of its 44.56 per cent equity interest in PT Bank Permata Tbk to Bangkok Bank Public Company Limited for cash consideration of IDR 17 trillion ($1,072 million).

The profit on sale is as follows:

 
                                                                      2020 
                                                                  $million 
--------------------------------------------------------------  ---------- 
Cash received                                                        1,072 
Less: Investment in joint venture                                    (800) 
Gain on carrying value                                                 272 
Less: Translation and other reserve recycling and transaction 
 costs1                                                              (266) 
--------------------------------------------------------------  ---------- 
Net gain on disposal                                                     6 
--------------------------------------------------------------  ---------- 
 

1 Includes $246 million exchange differences on translation of foreign operations

Liabilities held for sale

 
                          2020        2019 
                      $million    $million 
------------------  ----------  ---------- 
Other liabilities            -           9 
------------------  ----------  ---------- 
                             -           9 
------------------  ----------  ---------- 
 

22. Debt securities in issue

Accounting policy

Refer to Note 13 Financial instruments for the relevant accounting policy.

 
                                          2020                                  2019 
------------------------  ------------------------------------  ------------------------------------ 
                          Certificates                          Certificates 
                            of deposit   Other debt               of deposit   Other debt 
                           of $100,000   securities              of $100,000   securities 
                               or more     in issue      Total       or more     in issue      Total 
                              $million     $million   $million      $million     $million   $million 
------------------------  ------------  -----------  ---------  ------------  -----------  --------- 
Debt securities in 
 issue                          21,020       34,530     55,550        22,242       30,783     53,025 
Debt securities in 
 issue included within: 
Financial liabilities 
 held at fair value 
 through profit or loss 
 (Note 13)                           -        5,811      5,811             -        8,510      8,510 
------------------------  ------------  -----------  ---------  ------------  -----------  --------- 
Total debt securities 
 in issue                       21,020       40,341     61,361        22,242       39,293     61,535 
------------------------  ------------  -----------  ---------  ------------  -----------  --------- 
 

In 2020, the Company issued a total of $6.8 billion senior notes for general business purposes of the Group as shown below:

 
Securities                                                       $million 
---------------------------------------------------------------  -------- 
$2,000 million fixed rate senior notes due 2026 (callable 
 2025)                                                              2,000 
$2,000 million fixed rate senior notes due 2031 (callable 
 2030)                                                              2,000 
$1,000 million fixed rate senior notes due 2023 (callable 
 2022)                                                              1,000 
EUR 750 million fixed rate senior notes due 2028 (callable 
 2027)                                                                917 
$500 million floating rate senior notes due 2023 (callable 
 2022)                                                                500 
HKD 1,081 million fixed rate senior notes due 2023 (callable 
 2022)                                                                139 
$100 million zero coupon callable bond due 2050 (callable 
 2025)                                                                100 
$80 million zero coupon callable bond due 2050 (callable 2023)         80 
JPY 5,500 million fixed rate senior notes due 2023 (callable 
 2022)                                                                 53 
$50 million zero coupon callable bond due 2050 (callable 2023)         50 
---------------------------------------------------------------  -------- 
Total senior notes issued                                           6,839 
---------------------------------------------------------------  -------- 
 

In 2019, the Company issued a total of $6.1 billion senior notes for general business purposes of the Group as shown below:

 
Securities                                                           $million 
-------------------------------------------------------------------  -------- 
$1,500 million callable floating rate senior notes due 2022 
 (callable 2021)                                                        1,500 
$1,250 million callable fixed rate senior notes due 2022 (callable 
 2021)                                                                  1,250 
$1,000 million callable fixed rate senior notes due 2025 (callable 
 2024)                                                                  1,000 
$1,000 million callable fixed rate senior notes due 2030 (callable 
 2029)                                                                  1,000 
EUR 500 million callable fixed rate senior notes due 2027 
 (callable 2026)                                                          567 
AUD 600 million callable fixed rate senior notes due 2025 
 (callable 2024)                                                          417 
AUD 400 million callable fixed rate senior notes due 2025 
 (callable 2024)                                                          278 
$100 million zero coupon callable bond due 2049 (callable 
 2024)                                                                    100 
-------------------------------------------------------------------  -------- 
Total senior notes issued                                               6,112 
-------------------------------------------------------------------  -------- 
 

Where a debt instrument is callable, the issuer has the right to call.

23. Other liabilities

Accounting policy

Refer to Note 13 Financial instruments for the relevant accounting policy for financial liabilities, Note 19 Leased assets for the accounting policy for leases, and Note 31 Share-based payments for the accounting policy for cash-settled share-based payments.

 
                                                           2020        2019 
                                                       $million    $million 
---------------------------------------------------  ----------  ---------- 
Financial liabilities held at amortised cost (Note 
 13) 
  Notes in circulation1                                   7,295       6,911 
  Acceptances and endorsements2                           5,868       5,518 
  Cash collateral                                        10,136       7,824 
  Property leases3                                        1,127       1,275 
  Equipment leases3                                          20          20 
  Unsettled trades and other financial liabilities       22,782      19,601 
---------------------------------------------------  ----------  ---------- 
                                                         47,228      41,149 
Non-financial liabilities 
  Cash-settled share-based payments                          41          50 
  Other liabilities                                         635         384 
---------------------------------------------------  ----------  ---------- 
                                                         47,904      41,583 
---------------------------------------------------  ----------  ---------- 
 

1 Hong Kong currency notes in circulation of $7,295 million (31 December 2019: $6,911 million) that are secured by the Government of Hong Kong SAR certificates of indebtedness of the same amount included in Other assets (Note 20)

2 Trade finance whereby the Group offers a guarantee of payment between trade counterparties for a fee

3 Other financial liabilities include the present value of lease liabilities, as required by IFRS 16 from 1 January 2019; refer to Note 19

24. Provisions for liabilities and charges

Accounting policy

The Group recognises a provision for a present legal or constructive obligation resulting from a past event when it is more likely than not that it will be required to transfer economic benefits to settle the obligation and the amount of the obligation can be estimated reliably. Where a liability arises based on participation in a market at a specified date, the obligation is recognised in the financial statements on that date and is not accrued over the period.

Significant accounting estimates and judgements

The recognition and measurement of provisions for liabilities and charges requires significant judgement and the use of estimates about uncertain future conditions or events.

Estimates include the best estimate of the probability of outflow of economic resources, cost of settling a provision and timing of settlement. Judgements are required for inherently uncertain areas such as legal decisions (including external advice obtained), and outcome of regulator reviews.

 
                                        2020                                  2019 
----------------------  ------------------------------------  ------------------------------------ 
                           Provision                             Provision 
                          for credit        Other               for credit        Other 
                         commitments   provisions      Total   commitments   provisions      Total 
                            $million     $million   $million      $million     $million   $million 
----------------------  ------------  -----------  ---------  ------------  -----------  --------- 
At 1 January                     317          132        449           281        1,049      1,330 
Exchange translation 
 differences                    (50)          (3)       (53)             5            4          9 
Transfer                           -            9          9             -            -          - 
Charge against profit            103           22        125            35          239        274 
Provisions utilised              (3)         (61)       (64)           (4)      (1,160)    (1,164) 
----------------------  ------------  -----------  ---------  ------------  -----------  --------- 
At 31 December                   367           99        466           317          132        449 
----------------------  ------------  -----------  ---------  ------------  -----------  --------- 
 

Provision for credit commitment comprises those undrawn contractually committed facilities where there is doubt as to the borrowers' ability to meet their repayment obligations.

Other provisions consist mainly of provisions for regulatory settlements and legal claims, the nature of which are described in Note 26.

25. Contingent liabilities and commitments

Accounting policy

Financial guarantee contracts and loan commitments

The Group issues financial guarantee contracts and loan commitments in return for fees. Financial guarantee contracts and any loan commitments issued at below-market interest rates are initially recognised at their fair value as a financial liability, and subsequently measured at the higher of the initial value less the cumulative amount of income recognised in accordance with the principles of IFRS 15 Revenue from Contracts with Customers and their expected credit loss provision. Loan commitments may be designated at fair value through profit or loss where that is the business model under which such contracts are held. Notional values of financial guarantee contracts and loan commitments are disclosed in the table below.

Financial guarantees, trade credits and irrevocable letters of credit are the notional values of contracts issued by the Group's Transaction Banking business for which an obligation to make a payment has not arisen at the reporting date. Transaction Banking will issue contracts to clients and counterparties of clients, whereby in the event the holder of the contract is not paid, the Group will reimburse the holder of the contract for the actual financial loss suffered. These contracts have various legal forms such as letters of credit, guarantee contracts and performance bonds. The contracts are issued to facilitate trade through export and import business, provide guarantees to financial institutions where the Group has a local presence, as well as guaranteeing project financing involving large construction projects undertaken by sovereigns and corporates. The contracts may contain performance clauses which require the counterparty performing services or providing goods to meet certain conditions before a right to payment is achieved, however the Group does not guarantee this performance. The Group will only guarantee the credit of the counterparty paying for the services or goods.

Commitments are where the Group has confirmed its intention to provide funds to a customer or on behalf of a customer under prespecified terms and conditions in the form of loans, overdrafts, future guarantees whether cancellable or not and the Group has not made payments at the balance sheet date; those instruments are included in these financial statements as commitments. Commitments and contingent liabilities are generally considered on demand as the Group may have to honour them, or the client may draw down at any time.

Capital commitments are contractual commitments the Group has entered into to purchase non-financial assets.

The table below shows the contract or underlying principal amounts of unmatured off-balance sheet transactions at the balance sheet date. The contract or underlying principal amounts indicate the volume of business outstanding and do not represent amounts at risk.

 
                                                                         Restated 
                                                                 2020        2019 
                                                             $million    $million 
---------------------------------------------------------  ----------  ---------- 
Financial guarantees and trade credits 
Financial guarantees, trade credits and irrevocable 
 letters of credit                                             53,832   46,714(1) 
                                                               53,832      46,714 
Commitments 
Undrawn formal standby facilities, credit lines and 
 other commitments to lend 
  One year and over                                            68,848      64,450 
  Less than one year                                           24,500   19,520(2) 
  Unconditionally cancellable                                  60,055   57,224(2) 
---------------------------------------------------------  ----------  ---------- 
                                                              153,403     141,194 
---------------------------------------------------------  ----------  ---------- 
Capital commitments 
Contracted capital expenditure approved by the directors 
 but not provided for in these accounts3                          135         419 
---------------------------------------------------------  ----------  ---------- 
 

1 Financial guarantees, trade credits and irrevocable letters of credit: separate disclosure as individual line items in 2019 as follows: Guarantees and irrevocable letters of credit $37,007 million, Other contingent liabilities $5,425 million, Documentary credits and short-term trade related transactions $4,282 million

2 Undrawn formal standby facilities, credit lines and other commitments to lend: Less than one year - restated from $34,925 million to $19,520 million. Unconditionally cancellable - restated from $41,819 million to $57,224 million. Certain non-revolving facilities have now been classified as unconditionally cancellable

3 Of which the Group has commitments totalling $110 million to purchase aircraft for delivery in 2021 (31 December 2019: $400 million). No pre-delivery payments have been made in respect of these commitments (2019: $ nil)

The Group's share of contingent liabilities and commitments relating to joint ventures is $ nil (31 December 2019: $251 million). On 20 May 2020 the Group completed the sale of its 44.56 per cent equity interest in PT Bank Permata Tbk to Bangkok Bank Public Company Limited. Please refer to Note 21 for further details. As set out in Note 26, the Group has contingent liabilities in respect of certain legal and regulatory matters for which it is not practicable to estimate the financial impact as there are many factors that may affect the range of possible outcomes.

26. Legal and regulatory matters

Accounting policy

Where appropriate, the Group recognises a provision for liabilities when it is probable that an outflow of economic resources embodying economic benefits will be required and for which a reliable estimate can be made of the obligation. The uncertainties inherent in legal and regulatory matters affect the amount and timing of any potential outflows with respect to which provisions have been established. These uncertainties also mean that it is not possible to give an aggregate estimate of contingent liabilities arising from such legal and regulatory matters.

The Group receives legal claims against it in a number of jurisdictions and is subject to regulatory and enforcement investigations and proceedings from time to time. Apart from the matters described below, the Group currently considers none of the ongoing claims, investigations or proceedings to be material. However, in light of the uncertainties involved in such matters there can be no assurance that the outcome of a particular matter or matters currently not considered to be material may not ultimately be material to the Group's results in a particular reporting period depending on, among other things, the amount of the loss resulting from the matter(s) and the results otherwise reported for such period.

The Group is a defendant in a number of lawsuits that have been filed since 2014 in the United States District Courts for the Southern and Eastern Districts of New York, against a number of banks on behalf of plaintiffs who are, or are relatives of, victims of various terrorist attacks in Iraq. The plaintiffs allege that the defendant banks aided and abetted the unlawful conduct of US sanctioned parties in breach of the US Anti-Terrorism Act. One lawsuit has been withdrawn by the plaintiffs and the courts have ruled in favour of the banks' motions to dismiss in five of the lawsuits. Following those rulings, in one lawsuit the plaintiffs appealed against the dismissal and a ruling on their appeal is awaited. Appeals are also expected by the plaintiffs in three of the other dismissed lawsuits. The remaining lawsuits are still at an early procedural stage and have been stayed pending the outcomes of the appeals in the dismissed cases.

In January 2020, a shareholder derivative complaint was filed in the New York State Court against 45 current and former directors and senior officers of the Group. It is alleged that the individuals breached their duties to the Group and caused a waste of corporate assets by permitting the conduct that gave rise to the costs and losses to the Group related to legacy conduct and control issues. Standard Chartered PLC, Standard Chartered Holdings Limited and Standard Chartered Bank are each named as "nominal defendants" in the complaint. The case is at an early procedural stage. On 23 December 2020, the Group filed a motion to dismiss the complaint.

In October 2020, a claim was filed in the English High Court by 249 shareholders against Standard Chartered PLC alleging untrue and/or misleading statements were made, and/or there were omissions in information published by Standard Chartered PLC in its rights issue prospectuses of 2008, 2010 and 2015 and/or public statements regarding the Group's historic sanctions, anti-money laundering and financial crime compliance issues. The case is at an early stage.

Based on the facts currently known, it is not possible for the Group to predict the outcome of these lawsuits.

27. Subordinated liabilities and other borrowed funds

Accounting policy

Subordinated liabilities and other borrowed funds are classified as financial instruments. Refer to Note 13 Financial instruments for the accounting policy.

All subordinated liabilities are unsecured, unguaranteed and subordinated to the claims of other creditors including without limitation, customer deposits and deposits by banks. The Group has the right to settle these debt instruments in certain circumstances as set out in the contractual agreements. Where a debt instrument is callable, the issuer has the right to call.

 
                                                                      2020        2019 
                                                                  $million    $million 
--------------------------------------------------------------  ----------  ---------- 
Subordinated loan capital - issued by subsidiary undertakings 
GBP675 million 5.375 per cent undated step-up subordinated 
 notes (callable 2020)(1)                                                -         298 
GBP200 million 7.75 per cent subordinated notes (callable 
 2022)(1)                                                               52          53 
$750 million 5.875 per cent subordinated notes due 
 2020(2)                                                                 -         754 
$700 million 8.0 per cent subordinated notes due 2031(1)               454         429 
--------------------------------------------------------------  ----------  ---------- 
                                                                       506       1,534 
--------------------------------------------------------------  ----------  ---------- 
Subordinated loan capital - issued by the Company3 
Primary capital floating rate notes: 
$400 million floating rate undated subordinated notes                   16          16 
$300 million floating rate undated subordinated notes 
 (Series 2)                                                             69          69 
$400 million floating rate undated subordinated notes 
 (Series 3)                                                             50          50 
$200 million floating rate undated subordinated notes 
 (Series 4)                                                             26          26 
GBP150 million floating rate undated subordinated 
 notes                                                                  16          16 
GBP900 million 5.125 per cent subordinated notes due 
 2034                                                                  930         855 
$2 billion 5.7 per cent subordinated notes due 2044                  2,370       2,379 
$2 billion 3.95 per cent subordinated notes due 2023                 2,066       2,009 
$1 billion 5.7 per cent subordinated notes due 2022                  1,001       1,002 
$1 billion 5.2 per cent subordinated notes due 2024                  1,141       1,069 
$750 million 5.3 per cent subordinated notes due 2043                  785         786 
EUR1.25 billion 4 per cent subordinated notes due 
 2025 (callable 2020)                                                    -       1,421 
EUR750 million 3.625 per cent subordinated notes due 
 2022                                                                  955         884 
EUR500 million 3.125 per cent subordinated notes due 
 2024                                                                  646         585 
SGD 700 million 4.4 per cent subordinated notes due 
 2026 (callable 2021)                                                  530         525 
$1.25 billion 4.3 per cent subordinated notes due 
 2027                                                                1,310       1,214 
$1 billion 3.516 per cent subordinated notes due 2030 
 (callable 2025)                                                       997         996 
$500 million 4.886 per cent subordinated notes due 
 2033 (callable 2028)                                                  499         499 
GBP 96.035m 7.375% Non-Cumulative Irredeemable Preference 
 Shares (reclassed as Debt)                                            134         134 
GBP 99.250m 8.25% Non-Cumulative Irredeemable Preference 
 Shares (reclassed as Debt)                                            138         138 
EUR 1 billion 2.5 per cent subordinated debt 2030                    1,217           - 
$1.25 billion 3.265 per cent subordinated notes due 
 2036                                                                1,252           - 
--------------------------------------------------------------  ----------  ---------- 
                                                                    16,148      14,673 
--------------------------------------------------------------  ----------  ---------- 
Total for Group                                                     16,654      16,207 
--------------------------------------------------------------  ----------  ---------- 
 

1 Issued by Standard Chartered Bank

2 Issued by Standard Chartered Bank (Hong Kong) Limited

3 In the balance sheet of the Company the amount recognised is $16,069 million (2019: $14,588 million), with the difference being the effect of hedge accounting achieved on a Group basis

 
                                                          2020 
--------------------------------  ----------------------------------------------------- 
                                        USD        GBP        EUR     Others      Total 
                                   $million   $million   $million   $million   $million 
--------------------------------  ---------  ---------  ---------  ---------  --------- 
Fixed rate subordinated debt         11,875      1,254      2,818        530     16,477 
Floating rate subordinated debt         161         16          -          -        177 
--------------------------------  ---------  ---------  ---------  ---------  --------- 
Total                                12,036      1,270      2,818        530     16,654 
--------------------------------  ---------  ---------  ---------  ---------  --------- 
 
 
                                                          2019 
--------------------------------  ----------------------------------------------------- 
                                        USD        GBP        EUR     Others      Total 
                                   $million   $million   $million   $million   $million 
--------------------------------  ---------  ---------  ---------  ---------  --------- 
Fixed rate subordinated debt         11,137      1,478      2,890        525     16,030 
Floating rate subordinated debt         161         16          -          -        177 
--------------------------------  ---------  ---------  ---------  ---------  --------- 
Total                                11,298      1,494      2,890        525     16,207 
--------------------------------  ---------  ---------  ---------  ---------  --------- 
 

Redemptions and repurchases during the year

On 24 June 2020, Standard Chartered Bank (Hong Kong) Limited exercised its right to redeem USD 750 million 5.875 per cent subordinated notes 2020.

On 14 July 2020, Standard Chartered Bank exercised its right to redeem the remaining GBP 275 million of GBP 675 million 5.375 per cent undated step-up subordinated notes (callable 2020).

On 21 October 2020, Standard Chartered PLC exercised its right to redeem GBP 1250 million 4 per cent subordinated debt 2025 (callable 2020).

Issuance during the year

On 9 June 2020, Standard Chartered PLC issued EUR 1,000 million 2.5 per cent subordinated debt 2030 (callable 2025).

On 19 November 2020, Standard Chartered PLC issued USD 1250 million 3.265 per cent subordinated notes due 2036.

28. Share capital, other equity instruments and reserves

Accounting policy

Financial instruments issued are classified as equity when there is no contractual obligation to transfer cash, other financial assets or issue available number of own equity instruments. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Securities which carry a discretionary coupon and have no fixed maturity or redemption date are classified as other equity instruments. Interest payments on these securities are recognised, net of tax, as distributions from equity in the period in which they are paid.

Where the Company or other members of the consolidated Group purchase the Company's equity share capital, the consideration paid is deducted from the total shareholders' equity of the Group and/or of the Company as treasury shares until they are cancelled. Where such shares are subsequently sold or reissued, any consideration received is included in shareholders' equity of the Group and/or the Company.

 
                                   Number 
                                       of    Ordinary    Ordinary  Preference  Total share 
                                                                                   capital 
                                 ordinary       share       share       share          and   Other equity 
                                                                                     share 
                                   shares    capital1     premium    premium2      premium    instruments 
                                 millions    $million    $million    $million     $million       $million 
-----------------------------  ----------  ----------  ----------  ----------  -----------  ------------- 
At 1 January 2019                   3,308       1,654       3,963       1,494        7,111          4,961 
Shares issued                           4           2          23           -           25              - 
Cancellation of shares 
 including 
 share buy-back                     (116)        (58)           -           -         (58)              - 
Additional Tier 1 equity 
 securities                             -           -           -           -            -            552 
-----------------------------  ----------  ----------  ----------  ----------  -----------  ------------- 
At 31 December 2019                 3,196       1,598       3,986       1,494        7,078          5,513 
Cancellation of shares 
 including 
 share buy-back                      (40)        (20)           -           -         (20)              - 
Additional Tier 1 equity 
 issuance                               -           -           -           -            -            992 
Additional Tier 1 redemption            -           -           -           -            -        (1,987) 
-----------------------------  ----------  ----------  ----------  ----------  -----------  ------------- 
At 31 December 2020                 3,156       1,578       3,986       1,494        7,058          4,518 
-----------------------------  ----------  ----------  ----------  ----------  -----------  ------------- 
 

1 Issued and fully paid ordinary shares of 50 cents each

2 Includes preference share capital of $75,000

Share buy-back

On 28 February 2020, the Group announced the buy-back programme for a share buy-back of its ordinary shares of $0.50 each. Nominal value of share purchases was $20 million, and the total consideration paid was $242 million. The total number of shares purchased was 40,029,585 representing 1.25 per cent of the ordinary shares in issue. The nominal value of the shares was transferred from the share capital to the capital redemption reserve account. On 31 March 2020, the Group announced that in response to a request from the Prudential Regulation Authority and as a consequence of the unprecedented challenges facing the world due to the COVID-19 pandemic, its Board had decided after careful consideration to withdraw the recommendation to pay a final dividend for 2019 of 20 cents per ordinary share and to suspend the buy-back programme.

 
                             Number      Average    Aggregate    Aggregate 
                                 of   price paid        price        price 
                           ordinary    per share         paid         paid 
Share buy-back of 2020       shares          GBP          GBP            $ 
-----------------------  ----------  -----------  -----------  ----------- 
Mar - 2020               40,029,585      4.89428  195,916,167  241,705,472 
-----------------------  ----------  -----------  -----------  ----------- 
 

Ordinary share capital

In accordance with the Companies Act 2006 the Company does not have authorised share capital. The nominal value of each ordinary share is 50 cents.

During the period nil shares were issued under employee share plans.

Preference share capital

At 31 December 2020, the Company has 15,000 $5 non-cumulative redeemable preference shares in issue, with a premium of $99,995 making a paid-up amount per preference share of $100,000. The preference shares are redeemable at the option of the Company and are classified in equity.

The available profits of the Company are distributed to the holders of the issued preference shares in priority to payments made to holders of the ordinary shares and in priority to, or pari passu with, any payments to the holders of any other class of shares in issue. On a winding up, the assets of the Company are applied to the holders of the preference shares in priority to any payment to the ordinary shareholders and in priority to, or pari passu with, the holders of any other shares in issue, for an amount equal to any dividends payable (on approval of the board) and the nominal value of the shares together with any premium as determined by the Board. The redeemable preference shares are redeemable at the paid up amount (which includes premium) at the option of the Company in accordance with the terms of the shares. The holders of the preference shares are not entitled to attend or vote at any general meeting except where any relevant dividend due is not paid in full or where a resolution is proposed varying the rights of the preference shares.

Other equity instruments

On 2 April 2015, Standard Chartered PLC issued $2,000 million Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities as Additional Tier 1 (AT1) securities, raising $1,987 million after issue costs. This security was redeemed on its first optional redemption date of 2 April 2020. On 18 August 2016, Standard Chartered PLC issued $2,000 million fixed rate resetting perpetual subordinated contingent convertible securities as AT1 securities, raising $1,982 million after issue costs. On 18 January 2017, Standard Chartered PLC issued $1,000 million fixed rate resetting perpetual subordinated contingent convertible securities as AT1 securities, raising $992 million after issue costs. On 3 July 2019, Standard Chartered PLC issued SGD 750 million Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities as AT1 securities, raising $552 million after issue costs. On 26 June 2020, Standard Chartered PLC issued $1,000 million fixed rate resetting perpetual subordinated AT1 securities, raising $ 992 million after issue costs All issuances are made for general business purposes and to increase the regulatory capital base of the Group.

The principal terms of the AT1 securities are described below:

-- The securities are perpetual and redeemable, at the option of Standard Chartered PLC in whole but not in part, on the first interest reset date and each date falling five years after the first reset date

-- The securities are also redeemable for certain regulatory or tax reasons on any date at 100 per cent of their principal amount together with any accrued but unpaid interest up to (but excluding) the date fixed for redemption. Any redemption is subject to Standard Chartered PLC giving notice to the relevant regulator and the regulator granting permission to redeem

-- The interest rate in respect of the securities issued on 26 June 2020 for the period from (and including) the issue date to (but excluding) 26 July 2025 is a fixed rate of 6 per cent per annum. The first reset date for the interest rate is 26 July 2025 and each date falling five years, or an integral multiple of five years, after the first reset date.

-- Interest on the securities are accounted for as a dividend and it is due and payable only at the sole and absolute discretion of Standard Chartered PLC, subject to certain additional restrictions set out in the terms and conditions. Accordingly, Standard Chartered PLC may at any time elect to cancel any interest payment (or part thereof) which would otherwise be payable on any interest payment date

-- The securities convert into ordinary shares of Standard Chartered PLC, at a pre-determined price detailed in the table below, should the fully loaded Common Equity Tier 1 ratio of the Group fall below 7.0 per cent. Approximately 645 million ordinary shares would be required to satisfy the conversion of all the securities mentioned above

 
                                                                                     Conversion 
                                                                                          price 
                                                Interest payment     First reset   per ordinary 
Issuance date      Nominal value  Fixed coupon             dates          dates*          share 
---------------  ---------------  ------------  ----------------  --------------  ------------- 
                       USD 2,000                      2 April, 2 
18 August 2016           million          7.5%           October    2 April 2022      USD 7.732 
                       USD 1,000                      2 April, 2 
18 January 2017          million         7.75%           October    2 April 2023      USD 7.732 
                                                      3 April, 3 
3 July 2019      SGD 750 million        5.375%           October  3 October 2024     SGD 10.909 
                       USD 1,000                     26 January,      26 January 
26 Jun 2020              million            6%           26 July            2026      USD 5.331 
---------------  ---------------  ------------  ----------------  --------------  ------------- 
 

* Subsequent reset dates are each date falling five years, or an integral multiple of five years, after the first reset date.

The securities rank behind the claims against Standard Chartered PLC of (a) unsubordinated creditors; (b) which are expressed to be subordinated to the claims of unsubordinated creditors of Standard Chartered PLC but not further or otherwise; or (c) which are, or are expressed to be, junior to the claims of other creditors of Standard Chartered PLC, whether subordinated or unsubordinated, other than claims which rank , or are expressed to rank, pari passu with, or junior to, the claims of holders of the AT1 securities in a winding-up occurring prior to the conversion trigger.

Reserves

The constituents of the reserves are summarised as follows:

-- The capital reserve represents the exchange difference on redenomination of share capital and share premium from sterling to US dollars in 2001. The capital redemption reserve represents the nominal value of preference shares redeemed

-- The amounts in the 'Capital and Merger Reserve' represent the premium arising on shares issued using a cash box financing structure, which required the Company to create a merger reserve under section 612 of the Companies Act 2006. Shares were issued using this structure in 2005 and 2006 to assist in the funding of Korea ($1.9 billion) and Taiwan ($1.2 billion) acquisitions, in 2008, 2010 and 2015 for the shares issued by way of a rights issue, primarily for capital maintenance requirements and for the shares issued in 2009 by way of an accelerated book build, the proceeds of which were used in the ordinary course of business of the Group. The funding raised by the 2008, 2010 and 2015 rights issues and 2009 share issue was fully retained within the Company. Of the 2015 funding, $1.5 billion was used to subscribe to additional equity in Standard Chartered Bank, a wholly owned subsidiary of the Company. Apart from the Korea, Taiwan and Standard Chartered Bank funding, the merger reserve is considered realised and distributable.

-- Own credit adjustment reserve represents the cumulative gains and losses on financial liabilities designated at fair value through profit or loss relating to own credit. Gains and losses on financial liabilities designated at fair value through profit or loss relating to own credit in the year have been taken through other comprehensive income into this reserve. On derecognition of applicable instruments, the balance of any OCA will not be recycled to the income statement, but will be transferred within equity to retained earnings

-- Fair value through other comprehensive income (FVOCI) debt reserve represents the unrealised fair value gains and losses in respect of financial assets classified as FVOCI, net of expected credit losses and taxation. Gains and losses are deferred in this reserve and are reclassified to the income statement when the underlying asset is sold, matures or becomes impaired.

-- FVOCI equity reserve represents unrealised fair value gains and losses in respect of financial assets classified as FVOCI, net of taxation. Gains and losses are recorded in this reserve and never recycled to the income statement

-- Cash flow hedge reserve represents the effective portion of the gains and losses on derivatives that meet the criteria for these types of hedges. Gains and losses are deferred in this reserve and are reclassified to the income statement when the underlying hedged item affects profit and loss or when a forecast transaction is no longer expected to occur

-- Translation reserve represents the cumulative foreign exchange gains and losses on translation of the net investment of the Group in foreign operations. Since 1 January 2004, gains and losses are deferred to this reserve and are reclassified to the income statement when the underlying foreign operation is disposed. Gains and losses arising from derivatives used as hedges of net investments are netted against the foreign exchange gains and losses on translation of the net investment of the foreign operations

-- Retained earnings represents profits and other comprehensive income earned by the Group and Company in the current and prior periods, together with the after tax increase relating to equity-settled share options, less dividend distributions, own shares held (treasury shares) and share buy-backs

A substantial part of the Group's reserves is held in overseas subsidiary undertakings and branches, principally to support local operations or to comply with local regulations. The maintenance of local regulatory capital ratios could potentially restrict the amount of reserves which can be remitted. In addition, if these overseas reserves were to be remitted, further unprovided taxation liabilities might arise.

As at 31 December 2020, the distributable reserves of Standard Chartered PLC (the Company) were $14.3 billion (31 December 2019: $14.3 billion). These comprised retained earnings and $12.6 billion of the merger reserve account. Distribution of reserves is subject to maintaining minimum capital requirements.

Own shares

Computershare Trustees (Jersey) Limited is the trustee of the 2004 Employee Benefit Trust ('2004 Trust') and Ocorian Trustees (Jersey) Limited (formerly known as Bedell Trustees Limited) is the trustee of the 1995 Employees' Share Ownership Plan Trust ('1995 Trust'). The 2004 Trust is used in conjunction with the Group's employee share schemes and the 1995 Trust is used for the delivery of other employee share-based payments (such as upfront shares and fixed pay allowances). Group companies fund these trusts from time to time to enable the trustees to acquire shares to satisfy these arrangements.

Except as disclosed, neither the Company nor any of its subsidiaries has bought, sold or redeemed any securities of the Company listed on The Stock Exchange of Hong Kong Limited during the period. Details of the shares purchased and held by the trusts are set out below.

 
                                 1995 Trust              2004 Trust1                Total 
------------------------  ------------------------  ----------------------  ---------------------- 
                                 2020         2019        2020        2019        2020        2019 
------------------------  -----------  -----------  ----------  ----------  ----------  ---------- 
Shares purchased during 
 the period                 2,999,210      646,283  14,359,481  24,065,354  17,358,691  24,711,637 
------------------------  -----------  -----------  ----------  ----------  ----------  ---------- 
Market price of shares 
 purchased ($million)              22            5          86         201         108         206 
------------------------  -----------  -----------  ----------  ----------  ----------  ---------- 
Shares transferred 
 between trusts           (2,999,210)  (3,001,103)   2,999,210   3,001,103           -           - 
------------------------  -----------  -----------  ----------  ----------  ----------  ---------- 
Shares held at the 
 end of the period                  -            -   6,119,666   5,113,455   6,119,666   5,113,455 
------------------------  -----------  -----------  ----------  ----------  ----------  ---------- 
Maximum number of 
 shares held during 
 the period                                                                 11,262,818  15,070,923 
------------------------  -----------  -----------  ----------  ----------  ----------  ---------- 
 

1 Note that 1,489,139 shares were purchased by the trustee of the 2004 Trust using $10 million participant savings as part of Sharesave exercises

Changes in share capital and other equity instruments of Standard Chartered PLC subsidiaries

The table below details the transactions in equity instruments (including convertible and hybrid instruments) of the Group's subsidiaries, including issuances, conversions, redemptions, purchase or cancellation. This is required under the Hong Kong Listing requirements, appendix 16 paragraph 10.

 
                                                                                                            Proportion 
                                                                                                             of shares 
                               Country of       Description           Issued/(redeemed)  Issued/(redeemed)        held 
Name and registered address     incorporation    of shares                      capital             Shares         (%) 
-----------------------------  ---------------  --------------------  -----------------  -----------------  ---------- 
The following companies 
 have the address of 1 
 Basinghall Avenue, London, 
 EC2V 5DD, United Kingdom 
                                                $1.00 Ordinary 
Standard Chartered Bank        United Kingdom    shares                    $300,000,000        300,000,000         100 
Standard Chartered Holdings                     $2.00 Ordinary 
 Limited                       United Kingdom    shares                    $370,000,000        185,000,000         100 
Standard Chartered I                            $1.00 Ordinary 
 H Limited                     United Kingdom    shares                     $70,000,000         70,000,000         100 
Standard Chartered UK                           GBP10.00 Ordinary 
 Holdings Limited              United Kingdom    shares                   GBP56,164,330          5,616,433         100 
-----------------------------  ---------------  --------------------  -----------------  -----------------  ---------- 
The following companies 
 have the address of TMF 
 Group, 8th Floor, 20 
 Farringdon Street, London, 
 EC4A 4AB, United Kingdom. 
                                                $1.00 Ordinary 
Zodia Custody Limited          United Kingdom    shares                      $3,000,000          3,000,000         100 
                                                $1.00 Ordinary 
Zodia Holdings Limited         United Kingdom    shares                      $4,999,999          4,999,999         100 
-----------------------------  ---------------  --------------------  -----------------  -----------------  ---------- 
The following company 
 has the address 
 of Avenida Brigadeiro 
 Faria Lima, no 3.477, 
 6O andar, conjunto 62 
 - Torre Norte, Condominio 
 Patio Victor Malzoni, 
 CEP 04538-133, São 
 Paulo, Brazil 
Standard Chartered 
 Participacoes                                  BRL1.00 Ordinary 
 Ltda                          Brazil            shares                BRL(241,371,991)      (241,371,991)         100 
-----------------------------  ---------------  --------------------  -----------------  -----------------  ---------- 
The following company 
 has the address 
 of Walkers Corporate 
 Limited, Cayman Corporate 
 Centre, 27 Hospital Road 
 George Town, Grand Cayman 
 KY1-9008, Cayman Islands 
                                                $0.01 Preference 
Sirat Holdings Limited         Cayman Islands    shares                            $(3)              (300)         100 
-----------------------------  ---------------  --------------------  -----------------  -----------------  ---------- 
The following company 
 have the address of Units 
 61-65 (Office use only), 
 Self-numbered Room 01-04, 
 Room 901, No 6, Zhujiang 
 East Road, Tianhe District, 
 Guangzhou City, Guangdong 
 Province, China 
Standard Chartered 
 (Guangzhou)                                    $ Ordinary 
 Business Management Co.Ltd.   China             shares                     $13,000,000         13,000,000         100 
Standard Chartered Global 
 Business Services 
 (Guangzhou)                                    $ Ordinary 
 Co.Ltd.                       China             shares                      $3,000,000          3,000,000         100 
-----------------------------  ---------------  --------------------  -----------------  -----------------  ---------- 
The following company 
 has the address of Standard 
 Chartered Bank Ghana 
 Limited, 87, Independence 
 Avenue, Post Office Box 
 678, Accra, Ghana 
Standard Chartered Wealth                       GHS Ordinary 
 Management Limited Company    Ghana             shares                      GHS100,000            100,000         100 
-----------------------------  ---------------  --------------------  -----------------  -----------------  ---------- 
The following company 
 has the address of 25/F, 
 Standard Chartered Bank 
 Building, 4-4A Des Voeux 
 Road, Central, Hong Kong 
                                                $ Ordinary 
Marina Leasing Limited         Hong Kong         shares                     $36,000,000         36,000,000         100 
-----------------------------  ---------------  --------------------  -----------------  -----------------  ---------- 
The following company 
 has the address of 3/F 
 Standard Chartered Bank 
 Building, 4-4A Des Voeux 
 Road Central, Hong Kong 
Standard Chartered Private                      $ Ordinary 
 Equity Limited                Hong Kong         shares                  $(573,000,000)      (573,000,000)         100 
-----------------------------  ---------------  --------------------  -----------------  -----------------  ---------- 
The following company 
 has the address of 21/F, 
 Standard Chartered Tower, 
 388 Kwun Tong Road, Kwun 
 Tong, Kowloon, Hong Kong 
Standard Chartered Asia                         $ Ordinary 
 Limited                       Hong Kong         shares                  $(612,000,000)      (612,000,000)         100 
-----------------------------  ---------------  --------------------  -----------------  -----------------  ---------- 
The following company 
 has the address of 32/F, 
 Standard Chartered Bank 
 Building, 4-4A Des Voeux 
 Road, Central, Hong Kong 
                                                HKD Ordinary 
Mox Bank Limited               Hong Kong         shares                   HKD46,920,000         46,920,000        65.1 
-----------------------------  ---------------  --------------------  -----------------  -----------------  ---------- 
The following company 
has the address 
of Second Floor, Indiqube 
Edge, Khata 
No. 571/630/6/4, Sy.No.6/4, 
Ambalipura Village, Varthur 
Hobli, Marathahalli 
Sub-Division, 
Ward No. 150, Bengaluru, 
560102, India. 
                                                --------------------  -----------------  -----------------  ---------- 
Standard Chartered Research 
 and Technology India                           INR10.00 A 
 Private Limited               India             Equity shares            INR41,555,370          4,155,537         100 
  INR10.00 Preference 
   shares                                                                INR189,923,900         18,992,390         100 
  ------------------------------------------------------------------  -----------------  -----------------  ---------- 
The following company 
 has the address of Trust 
 Company Complex, Ajeltake 
 Road, Ajeltake Island, 
 Majuro, MH96960, Marshall 
 Islands 
Marina Lilac Shipping          Marshall         $1.00 Ordinary 
 Limited                        Islands          shares                         $49,990             49,990         100 
-----------------------------  ---------------  --------------------  -----------------  -----------------  ---------- 
The following company 
 has the address 
 of c/o Ocorian Corporate 
 Services (Mauritius) 
 Ltd, 6th Floor, Tower 
 A, 1 Cybercity, Ebene, 
 72201, Mauritius 
                                                $ Redeemable 
Standard Chartered Private                       preference 
 Equity (Mauritius) Limited    Mauritius         shares                   $(21,584,069)       (21,584,069)         100 
-----------------------------  ---------------  --------------------  -----------------  -----------------  ---------- 
The following company 
 has the address of Rondo 
 Daszyńskiego 2B, 
 00-843 , Warsaw, Poland 
Standard Chartered Global 
 Business Services 
 spólka 
 z ograniczona                                  PLN50.00 Ordinary 
 odpowiedzialnoscia            Poland            shares                    PLN4,923,100             98,462         100 
-----------------------------  ---------------  --------------------  -----------------  -----------------  ---------- 
The following company 
 has the address of 9 
 & 11, Lightfoot Boston 
 Street, Freetown, Sierra 
 Leone 
Standard Chartered Bank                         SLL1.00 Ordinary 
 Sierra Leone Limited          Sierra Leone      shares               SLL34,564,477,113     34,564,477,113        80.7 
-----------------------------  ---------------  --------------------  -----------------  -----------------  ---------- 
The following company 
 has the address of 8 
 Marina Boulevard, Level 
 26, Marina Bay Financial 
 Centre, Tower 1, 018981, 
 Singapore 
Marina Poise Shipping                           $ Ordinary 
 Pte. Ltd.                     Singapore         shares                         $13,142             13,142         100 
-----------------------------  ---------------  --------------------  -----------------  -----------------  ---------- 
The following company 
 has the address of 8 
 Marina Boulevard, #27-01 
 Marina Bay Financial 
 Centre Tower 1, 018981, 
 Singapore 
SC Bank Solutions (Singapore)                   SGD Ordinary 
 Limited                       Singapore         shares                   SGD50,000,000         50,000,000         100 
-----------------------------  ---------------  --------------------  -----------------  -----------------  ---------- 
The following companies 
 have the address of 80 
 Robinson Road, #02-00, 
 068898, Singapore 
                                                $ Ordinary 
Autumn Life Pte. Ltd.          Singapore         shares                      $4,500,000          4,500,000         100 
                                                $ Ordinary 
Cardspal Pte. Ltd.             Singapore         shares                      $3,240,000          3,240,000         100 
                                                $ Ordinary 
Nexco Pte. Ltd.                Singapore         shares                              $1                  1         100 
-----------------------------  ---------------  --------------------  -----------------  -----------------  ---------- 
The following company 
 has the address 
 of Walkers Corporate 
 Limited, Cayman Corporate 
 Centre, 27 Hospital Road 
 George Town, Grand Cayman 
 KY1-9008, Cayman Islands 
Standard Chartered Principal                    $0.0001 Ordinary 
 Finance (Cayman) Limited      Cayman Islands    shares                            $140          1,400,000         100 
-----------------------------  ---------------  --------------------  -----------------  -----------------  ---------- 
The following company 
 has the address of 20 
 Adelaide Street, Suite 
 1105 , Toronto ON M5C 
 2T6 Canada 
Standard Chartered (Canada)                     CAD1.00 Ordinary 
 Limited                       Canada            shares                           CAD10                 10         100 
-----------------------------  ---------------  --------------------  -----------------  -----------------  ---------- 
 

Please see Note 22 Debt securities in issue for issuances and redemptions of senior notes.

Please see Note 27 Subordinated liabilities and other borrowed funds for issuance and redemptions of subordinated liabilities and AT1 securities.

Please see Note 40 Related undertakings of the Group for subsidiaries liquidated, dissolved or sold during the year.

29. Non-controlling interests

Accounting policy

Non-controlling interests are measured at the non-controlling interest's proportionate share of the acquiree's identifiable net assets.

 
                                                             $million 
-----------------------------------------------------------  -------- 
At 1 January 2019                                                 273 
Income in equity attributable to non-controlling interests       (17) 
Other profits attributable to non-controlling interests            37 
Comprehensive income for the year                                  20 
Distributions                                                    (35) 
Other increases1                                                   55 
-----------------------------------------------------------  -------- 
At 31 December 2019                                               313 
Income in equity attributable to non-controlling interests       (12) 
Other profits attributable to non-controlling interests            27 
Comprehensive income for the year                                  15 
Distributions                                                    (20) 
Other increases2                                                   17 
-----------------------------------------------------------  -------- 
At 31 December 2020                                               325 
-----------------------------------------------------------  -------- 
 

1 Comprises $72 million of non-controlling interest in Mox Bank Limited offset by $17 million disposal of non-controlling interest of Phoon Huat Ltd, Sirat Holdings Limited and Ori Private Limited

2 $17 million movement related to non-controlling interest from Mox Bank Limited

30. Retirement benefit obligations

Accounting policy

The Group operates pension and other post-retirement benefit plans around the world, which can be categorised into defined contribution plans and defined benefit plans. For defined contribution plans, the Group pays contributions to publicly or privately administered pension plans on a statutory or contractual basis, and such amounts are charged to operating expenses. The Group has no further payment obligations once the contributions have been paid.

For funded defined benefit plans, the liability recognised in the balance sheet is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. For unfunded defined benefit plans the liability recognised at the balance sheet date is the present value of the defined benefit obligation.

The defined benefit obligation is calculated annually by independent actuaries using the projected unit method.

Actuarial gains and losses that arise are recognised in shareholders' equity and presented in the statement of other comprehensive income in the period they arise. The Group determines the net interest expense on the net defined benefit liability for the year by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the net defined benefit liability, taking into account any changes in the net defined benefit liability during the year as a result of contributions and benefit payments. Net interest expense, the cost of the accrual of new benefits, benefit enhancements (or reductions) and administration expenses met directly from plan assets are recognised in the income statement in the period in which they were incurred.

Significant accounting estimates and judgements

There are many factors that affect the measurement of the retirement benefit obligations. This measurement requires the use of estimates, such as discount rates, inflation, pension increases, salary increases, and life expectancies which are inherently uncertain. Discount rates are determined by reference to market yields at the end of the reporting period on high-quality corporate bonds (or, in countries where there is no deep market in such bonds, government bonds) of a currency and term consistent with the currency and term of the post-employment benefit obligations. This is the approach adopted across our geographies. Where there are inflation-linked bonds available (e.g. United Kingdom and the eurozone), the Group derives inflation based on the market on those bonds, with the market yield adjusted in respect of the United Kingdom to take account of the fact that liabilities are linked to Consumer Price Index inflation, whereas the reference bonds are linked to Retail Price Index inflation. Where no inflation-linked bonds exist, we determine inflation assumptions based on a combination of long-term forecasts and short-term inflation data. Salary growth assumptions reflect the Group's long-term expectations, taking into account future business plans and macroeconomic data (primarily expected future long-term inflation). Demographic assumptions, including mortality and turnover rates, are typically set based on the assumptions used in the most recent actuarial funding valuation, and will generally use industry standard tables, adjusted where appropriate to reflect recent historic experience and/or future expectations. The sensitivity of the liabilities to changes in these assumptions is shown in the Note below.

Retirement benefit obligations comprise:

 
                                              2020        2019 
                                          $million    $million 
--------------------------------------  ----------  ---------- 
Defined benefit plans obligation               434         458 
Defined contribution plans obligation            9          11 
--------------------------------------  ----------  ---------- 
Net obligation                                 443         469 
--------------------------------------  ----------  ---------- 
 

Retirement benefit charge comprises:

 
                                       2020        2019 
                                   $million    $million 
-------------------------------  ----------  ---------- 
Defined benefit plans                    81          73 
Defined contribution plans              277         299 
-------------------------------  ----------  ---------- 
Charge against profit (Note 7)          358         372 
-------------------------------  ----------  ---------- 
 

The Group operates over 60 defined benefit plans across its geographies, many of which are closed to new entrants who now join defined contribution arrangements. The aim of all these plans is, as part of the Group's commitment to financial wellbeing for employees, to give employees the opportunity to save appropriately for retirement in a way that is consistent with local regulations, taxation requirements and market conditions. The defined benefit plans expose the Group to currency risk, interest rate risk, investment risk and actuarial risks such as Longevity Risk.

The material holdings of government and corporate bonds partially hedge movements in the liabilities resulting from interest rate and inflation changes. Setting aside movements from other drivers such as currency fluctuation, the reductions in discount rates in most geographies over 2020 have led to higher liabilities. These have been largely offset by increases in the value of bonds held and good stock market performance. These movements are shown as actuarial losses versus gains respectively in the tables below. Contributions into a number of plans in excess of the amounts required to fund benefits accruing have also helped to reduce the net deficit over the year.

The disclosures required under IAS 19 have been calculated by independent qualified actuaries based on the most recent full actuarial valuations updated, where necessary, to 31 December 2020.

UK Fund

The Standard Chartered Pension Fund (the 'UK Fund') is the Group's largest pension plan, representing 63 per cent (31 December 2019: 60 per cent) of total pension liabilities. The UK Fund is set up under a trust that is legally separate from the Bank (its formal sponsor) and, as required by UK legislation, at least one-third of the trustee directors are nominated by members; the remainder are appointed by the Bank. The trustee directors have a fiduciary duty to members and are responsible for governing the UK Fund in accordance with its Trust Deed and Rules.

The UK Fund was closed to new entrants from 1 July 1998 and closed to the accrual of new benefits from 1 April 2018: all employees are now offered membership of a defined contribution plan.

The financial position of the UK Fund is regularly assessed by an independent qualified actuary. The funding valuation as at 31 December 2017 was completed in December 2018 by the then Scheme Actuary, A Zegleman of Willis Towers Watson, using assumptions different from those in Note 30, and agreed with the UK Fund trustee. It showed that the UK Fund was 89% funded at that date revealing a past service deficit of $210 million (GBP159 million). To repair the deficit, four annual cash payments of $42.2 million (GBP32.9 million) were agreed, with three of these having been paid in December 2018, December 2019 and December 2020. The agreement allows that if the funding position improves to being at or near a surplus in future years the payments due in December 2021 will be reduced or eliminated. In addition, an escrow account of $150 million (GBP110 million) exists to provide security for future contributions. The 31 December 2020 funding valuation is currently underway and may conclude by altering, or adding to, the cash payment due in 2021. Its analysis of mortality experience has driven the small adjustment to life expectancy assumptions shown below.

The Group is not required to recognise any additional liability under IFRIC 14 or the 2015 exposure draft of proposed amendments to it, as the Bank has control of any pension surplus under the Trust Deed and Rules.

Overseas plans

The principal overseas defined benefit arrangements operated by the Group are in Germany, Hong Kong, India, Jersey, Korea, Taiwan, United Arab Emirates (UAE) and the United States of America (US). Plans in Germany, Hong Kong, India, Korea, Taiwan and UAE remain open for accrual of future benefits.

Key assumptions

The principal financial assumptions used at 31 December 2020 were:

 
                              Funded plans 
------------------  --------------------------------- 
                     UK Fund       Overseas Plans1 
                    ----------   -------------------- 
                    2020  2019        2020       2019 
                       %     %           %          % 
------------------  ----  ----   ---------  --------- 
Discount rate        1.4   2.0   0.3 - 2.8  0.7 - 3.4 
Price Inflation      2.2   2.1   1.0 - 3.0  1.0 - 3.0 
Salary increases     n/a   n/a   2.9 - 4.0  3.0 - 4.0 
Pension increases    2.1   2.1   1.3 - 2.7  1.4 - 3.0 
------------------  ----  ----   ---------  --------- 
 

1 The range of assumptions shown is for the main defined benefit overseas plans in Germany, Hong Kong, Jersey, Korea, Taiwan, UAE and the US. These comprise around 85 per cent of the total liabilities of overseas defined benefit plans

 
                                              Unfunded plans 
-----------------------------  --------------------------------------------- 
                                 US post-retirement 
                                       medical                 Other1 
                               ----------------------   -------------------- 
                                     2020        2019        2020       2019 
                                        %           %           %          % 
-----------------------------  ----------  ----------   ---------  --------- 
Discount rate                         2.8         3.4   1.4 - 6.3  1.5 - 7.0 
Price inflation                       2.5         2.5   2.0 - 4.0  2.0 - 4.0 
Salary increases                      N/A         N/A   3.5 - 7.0  3.5 - 7.0 
Pension increases                     N/A         N/A   0.0 - 2.1  0.0 - 2.1 
Post-retirement medical rate   7% in 2020  8% in 2019                    N/A 
                                 reducing    reducing 
                                  by 0.5%       by 1% 
                                per annum   per annum 
                                    to 5%       to 5% 
                                  in 2024     in 2022 
-----------------------------  ----------  ----------   ---------  --------- 
 

1 The range of assumptions shown is for the main unfunded plans in Bahrain, India, Korea, Thailand, UAE and the UK. They comprise around 95 per cent of the total liabilities of other unfunded plans

The principal non-financial assumptions are those made for UK life expectancy. The assumptions for life expectancy for the UK Fund are that a male member currently aged 60 will live for 27 years (31 December 2019: 28 years) and a female member for 30 years (31 December 2019: 29 years) and a male member currently aged 40 will live for 29 years (31 December 2019: 31 years) and a female member for 31 years (31 December 2019: 30 years) after their 60th birthdays.

Both financial and non-financial assumptions can be expected to change in the future, which would affect the value placed on the liabilities. For example, changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below:

-- If the discount rate increased by 25 basis points the liability would reduce by approximately $75 million for the UK Fund (31 December 2019: $65 million) and $40 million for the other plans (31 December 2019: $35 million)

-- If the rate of inflation increased by 25 basis points the liability, allowing for the consequent impact on pension and salary increases would increase by approximately $50 million for the UK Fund (31 December 2019: $45 million) and $25 million for the other plans (31 December 2019: $25 million)

-- If the rate salaries increase compared to inflation increased by 25 basis points the liability would increase by nil for the UK Fund (31 December 2019: nil) and approximately $15 million for the other plans (31 December 2019: $15 million)

-- If longevity expectations increased by one year the liability would increase by approximately $70 million for the UK Fund (31 December 2019: $60 million) and $20 million for the other plans (31 December 2019: $15 million)

Although this analysis does not take account of the full distribution of cash flows expected, it does provide an approximation of the sensitivity to the main assumptions. While changes in other assumptions would also have an impact, the effect would not be as significant.

Profile of plan obligations

 
                                                Funded plans         Unfunded plans 
-------------------------------------------- 
                                                                 Post-retirement 
                                              UK Fund  Overseas          medical  Other 
--------------------------------------------  -------  --------  ---------------  ----- 
Duration of the defined benefit obligation 
 (in years)                                        15        11               10     11 
(Duration of the defined benefit obligation 
 - 2019)                                           16        11               10     12 
--------------------------------------------  -------  --------  ---------------  ----- 
Benefits expected to be paid from 
 plans 
Benefits expected to be paid during 
 2021                                              86        60                1     17 
Benefits expected to be paid during 
 2022                                              88        79                1     15 
Benefits expected to be paid during 
 2023                                              90        77                1     15 
Benefits expected to be paid during 
 2024                                              92        80                1     15 
Benefits expected to be paid during 
 2025                                              94        78                1     16 
Benefits expected to be paid during 
 2026 to 2030                                     499       516                5     79 
--------------------------------------------  -------  --------  ---------------  ----- 
 

Fund values:

The fair value of assets and present value of liabilities of the plans attributable to defined benefit members were:

 
                                    2020                                              2019 
------------  ------------------------------------------------  ------------------------------------------------ 
                  Funded plans            Unfunded plans            Funded plans            Unfunded plans 
              --------------------  --------------------------  --------------------  -------------------------- 
                          Overseas  Post-retirement                         Overseas  Post-retirement 
At 31           UK Fund      plans          medical      Other    UK Fund      plans          medical      Other 
December       $million   $million         $million   $million   $million   $million         $million   $million 
------------  ---------  ---------  ---------------  ---------  ---------  ---------  ---------------  --------- 
Equities            118        374              N/A        N/A        102        349              N/A        N/A 
Government 
 bonds              844        189              N/A        N/A        956        196              N/A        N/A 
Corporate 
 bonds              508        129              N/A        N/A        189        121              N/A        N/A 
Absolute 
 Return Fund         94          -              N/A        N/A        158          -              N/A        N/A 
Hedge funds1         89          -              N/A        N/A        100          -              N/A        N/A 
Insurance 
 linked 
 funds1              36          -              N/A        N/A         37          -              N/A        N/A 
Property             74          9              N/A        N/A         75         32              N/A        N/A 
Derivatives          20          4              N/A        N/A         13          3              N/A        N/A 
Cash and 
 equivalents        141        297              N/A        N/A         77        163              N/A        N/A 
Others1              10         21              N/A        N/A          8         31              N/A        N/A 
------------  ---------  ---------  ---------------  ---------  ---------  ---------  ---------------  --------- 
Total fair 
 value of 
 assets2          1,934      1,023              N/A        N/A      1,715        895              N/A        N/A 
Present 
 value of 
 liabilities    (1,982)    (1,147)             (16)      (246)    (1,832)    (1,010)             (16)      (210) 
------------  ---------  ---------  ---------------  ---------  ---------  ---------  ---------------  --------- 
Net pension 
 plan 
 obligation        (48)      (124)             (16)      (246)      (117)      (115)             (16)      (210) 
------------  ---------  ---------  ---------------  ---------  ---------  ---------  ---------------  --------- 
 

1 Unquoted assets

2 Self-investment is monitored closely and is less than $1 million of Standard Chartered equities and bonds for 2020 (31 December 2019: <$1 million). Self-investment is only allowed where it is not practical to exclude it - for example through investment in index-tracking funds where the Group is a constituent of the relevant index

The pension cost for defined benefit plans was:

 
                                           Funded plans            Unfunded plans 
-------------------------------------  --------------------  ---------------------------  --------- 
                                                   Overseas  Post- retirement 
                                         UK Fund      plans           medical      Other      Total 
2020                                    $million   $million          $million   $million   $million 
-------------------------------------  ---------  ---------  ----------------  ---------  --------- 
Current service cost1                          -         50                 -          7         57 
Past service cost and curtailments2            -          -                 -         14         14 
Settlement cost                                -          -                 -          -          - 
Interest income on pension 
 plan assets                                (32)       (28)                 -          -       (60) 
Interest on pension plan liabilities          35         29                 1          5         70 
-------------------------------------  ---------  ---------  ----------------  ---------  --------- 
Total charge to profit before 
 deduction of tax                              3         51                 1         26         81 
-------------------------------------  ---------  ---------  ----------------  ---------  --------- 
Net gain on plan assets3                   (160)       (81)                 -          -      (241) 
Losses on liabilities                        131         88               (1)         22        240 
-------------------------------------  ---------  ---------  ----------------  ---------  --------- 
Total (gains)/losses recognised 
 directly in statement 
 of comprehensive income before 
 tax                                        (29)          7               (1)         22        (1) 
Deferred taxation                              -        (9)                 -          -        (9) 
-------------------------------------  ---------  ---------  ----------------  ---------  --------- 
Total (gains) /losses after 
 tax                                        (29)        (2)               (1)         22       (10) 
-------------------------------------  ---------  ---------  ----------------  ---------  --------- 
 

1 Includes administrative expenses paid out of plan assets of $2 million (31 December 2019: $2 million)

2 Past service costs arose primarily due to recognition of a legacy UK long-term sick plan which has been clarified as technically representing a defined benefit

3 The actual return on the UK Fund assets was a gain of $192 million and on overseas plan assets was a gain of $109 million

The pension cost for defined benefit plans was:

 
                                           Funded plans            Unfunded plans 
-------------------------------------  --------------------  ---------------------------  --------- 
                                                   Overseas  Post- retirement 
                                         UK Fund      plans           medical      Other      Total 
2019                                    $million   $million          $million   $million   $million 
-------------------------------------  ---------  ---------  ----------------  ---------  --------- 
Current service cost1                          -         49                 -         12         61 
Past service cost and curtailments2            -          2                 -        (1)          1 
Settlement cost                                -          -                 -          -          - 
Interest income on pension 
 plan assets                                (43)       (26)                 -          -       (69) 
Interest on pension plan liabilities          44         29                 1          6         80 
-------------------------------------  ---------  ---------  ----------------  ---------  --------- 
Total charge to profit before 
 deduction of tax                              1         54                 1         17         73 
-------------------------------------  ---------  ---------  ----------------  ---------  --------- 
Net gain on plan assets3                    (86)       (88)                 -          -      (174) 
Losses on liabilities                        196         77               (2)         27        298 
-------------------------------------  ---------  ---------  ----------------  ---------  --------- 
Total losses/(gains) recognised 
 directly in statement 
 of comprehensive income before 
 tax                                         110       (11)               (2)         27        124 
Deferred taxation                              5          -                 -          -          5 
-------------------------------------  ---------  ---------  ----------------  ---------  --------- 
Total losses/(gains) after 
 tax                                         115       (11)               (2)         27        129 
-------------------------------------  ---------  ---------  ----------------  ---------  --------- 
 

1 Includes administrative expenses paid out of plan assets of $1 million (31 December 2018: $2 million)

2 Past service costs arose primarily due to plan changes in Thailand and US, and were largely offset by past service credits due to plan changes in UAE

3 The actual return on the UK Fund assets was a gain of $129 million and on overseas plan assets was a gain of $114 million

Movement in the defined benefit pension plans and post-retirement medical deficit during the year comprise:

 
                                         Funded plans            Unfunded plans 
-----------------------------------  --------------------  ---------------------------  --------- 
                                                 Overseas  Post- retirement 
                                       UK Fund      plans           medical      Other      Total 
                                      $million   $million          $million   $million   $million 
-----------------------------------  ---------  ---------  ----------------  ---------  --------- 
Deficit at 1 January 2020                (117)      (115)              (16)      (210)      (458) 
Contributions                               44         63                 -         16        123 
Current service cost1                        -       (50)                 -        (7)       (57) 
Past service cost and curtailments           -          -                 -       (14)       (14) 
Settlement costs and transfers 
 impact2                                     -        (5)                 -          -        (5) 
Net interest on the net defined 
 benefit asset/liability                   (3)        (1)               (1)        (5)       (10) 
Actuarial gains/(losses)                    29        (7)                 1       (22)          1 
Exchange rate adjustment                   (1)        (9)                 -        (4)       (14) 
-----------------------------------  ---------  ---------  ----------------  ---------  --------- 
Deficit at 31 December 2020(3)            (48)      (124)              (16)      (246)      (434) 
-----------------------------------  ---------  ---------  ----------------  ---------  --------- 
 

1 Includes administrative expenses paid out of plan assets of $2 million (31 December 2019: $1 million)

2 Impact of transfers relates to a gratuity plan in India which was included within IAS 19 disclosures for the first time this year. Previously, a separate provision for these liabilities was included on the balance sheet

3 The deficit total of $434 million is made up of plans in deficit of $476 million (31 December 2019: $486 million) net of plans in surplus with assets totalling $42 million (31 December 2019: $28 million)

Movement in the defined benefit pension plans and post-retirement medical deficit during the year comprise:

 
                                         Funded plans            Unfunded plans 
-----------------------------------  --------------------  ---------------------------  --------- 
                                                 Overseas  Post- retirement 
                                       UK Fund      plans           medical      Other      Total 
                                      $million   $million          $million   $million   $million 
-----------------------------------  ---------  ---------  ----------------  ---------  --------- 
Deficit at 1 January 2019                 (50)      (129)              (17)      (190)      (386) 
Contributions                               44         73                 -         20        137 
Current service cost1                        -       (49)                 -       (12)       (61) 
Past service cost and curtailments           -        (2)                 -          1        (1) 
Settlement costs and transfers 
 impact                                      -          -                 -          -          - 
Net interest on the net defined 
 benefit asset/liability                   (1)        (3)               (1)        (6)       (11) 
Actuarial (losses)/gains                 (110)         11                 2       (27)      (124) 
Exchange rate adjustment                     -       (16)                 -          4       (12) 
-----------------------------------  ---------  ---------  ----------------  ---------  --------- 
Deficit at 31 December 2019(2)           (117)      (115)              (16)      (210)      (458) 
-----------------------------------  ---------  ---------  ----------------  ---------  --------- 
 

1 Includes administrative expenses paid out of plan assets of $1 million (31 December 2018: $2 million)

2 The deficit total of $458 million is made up of plans in deficit of $486 million (31 December 2018: $421 million) net of plans in surplus with assets totalling $28 million (31 December 2018: $35 million)

The Group's expected contribution to its defined benefit pension plans in 2021 is $120 million.

 
                                          2020                               2019 
--------------------------  ---------------------------------  --------------------------------- 
                               Assets  Obligations      Total     Assets  Obligations      Total 
                             $million     $million   $million   $million     $million   $million 
--------------------------  ---------  -----------  ---------  ---------  -----------  --------- 
At 1 January 2020               2,610      (3,068)      (458)      2,410      (2,796)      (386) 
Contributions1                    123            -        123        137            -        137 
Current service cost2               -         (57)       (57)          -         (61)       (61) 
Past service cost and 
 curtailments                       -         (14)       (14)          -          (1)        (1) 
Settlement costs & 
 impact of transfers3              19         (24)        (5)        (7)            7          - 
Interest cost on pension 
 plan liabilities                   -         (70)       (70)          -         (80)       (80) 
Interest income on 
 pension plan assets               60            -         60         69            -         69 
Benefits paid out2              (161)          161          -      (165)          165          - 
Actuarial gains/(losses)4         241        (240)          1        174        (298)      (124) 
Exchange rate adjustment           65         (79)       (14)        (8)          (4)       (12) 
--------------------------  ---------  -----------  ---------  ---------  -----------  --------- 
At 31 December 2020             2,957      (3,391)      (434)      2,610      (3,068)      (458) 
--------------------------  ---------  -----------  ---------  ---------  -----------  --------- 
 

1 Includes employee contribution of nil (31 December 2019: nil)

2 Includes administrative expenses paid out of plan assets of $1 million (31 December 2019: $ 1 million)

3 Impact of transfers relates to a gratuity plan in India which was included within IAS 19 Disclosures for the first time this year. Previously, a separate provision for these liabilities was included elsewhere on the balance sheet

4 Actuarial loss on obligation comprises $256 million loss (31 December 2019: $267 million loss) from financial assumption changes, $21 million gain (31 December 2019: $4 million loss) from demographic assumption changes and $5 million loss (31 December 2019: $18 million loss) from experience

31. Share-based payments

Accounting policy

The Group operates equity-settled and cash-settled share-based compensation plans. The fair value of the employee services (measured by the fair value of the awards granted) received in exchange for the grant of the shares and awards is recognised as an expense. For deferred share awards granted as part of an annual performance award, the expense is recognised over the period from the start of the performance period to the vesting date. For example, the expense for three-year awards granted in 2021 in respect of 2020 performance, which vest in 2022-24, is recognised as an expense over the period from 1 January 2020 to the vesting dates in 2022-24. For all other awards, the expense is recognised over the period from the date of grant to the vesting date.

For equity-settled awards, the total amount to be expensed over the vesting period is determined by reference to the fair value of the shares and awards at the date of grant, which excludes the impact of any non-market vesting conditions (for example, profitability and growth targets). The fair value of equity instruments granted is based on market prices, if available, at the date of grant. In the absence of market prices, the fair value of the instruments is estimated using an appropriate valuation technique, such as a binomial option pricing model. Non-market vesting conditions are included in assumptions for the number of shares and awards that are expected to vest.

At each balance sheet date, the Group revises its estimates of the number of shares and awards that are expected to vest. It recognises the impact of the revision of original estimates, if any, in the income statement and a corresponding adjustment to equity over the remaining vesting period. Forfeitures prior to vesting attributable to factors other than the failure to satisfy service conditions and non-market vesting conditions are treated as a cancellation and the remaining unamortised charge is debited to the income statement at the time of cancellation. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when awards in the form of options are exercised.

Cash-settled awards are revalued at each balance sheet date and a liability recognised on the balance sheet for all unpaid amounts, with any changes in fair value charged or credited to staff costs in the income statement until the awards are exercised. Where forfeitures occur prior to vesting that are attributable to factors other than a failure to satisfy service conditions or market-based performance conditions, the cumulative charge incurred up to the date of forfeiture is credited to the income statement. Any revaluation related to cash-settled awards is recorded as an amount due from subsidiary undertakings.

The Group operates a number of share-based arrangements for its executive directors and employees. Details of the share-based payment charge are set out below.

 
                                         2020(1)                          2019(1) 
---------------------------  -------------------------------  ------------------------------- 
                                  Cash     Equity      Total       Cash     Equity      Total 
                              $million   $million   $million   $million   $million   $million 
---------------------------  ---------  ---------  ---------  ---------  ---------  --------- 
Deferred share awards              (1)         59         58         13         88        101 
Other share awards                 (1)         75         74         12         53         65 
---------------------------  ---------  ---------  ---------  ---------  ---------  --------- 
Total share-based payments         (2)        134        132         25        141        166 
---------------------------  ---------  ---------  ---------  ---------  ---------  --------- 
 

1 No forfeiture assumed

2011 Standard Chartered Share Plan (the '2011 Plan')

The 2011 Plan was approved by shareholders in May 2011 and is the Group's main share plan. Since approval, it has been used to deliver various types of share awards:

-- Long term incentive plan (LTIP) awards: granted with vesting subject to performance measures. Performance measures attached to awards granted previously include: total shareholder return (TSR); return on equity (RoE) and return on tangible equity (RoTE) (in the case of both RoE and RoTE, with a Common Equity Tier 1 (CET1) underpin); strategic measures; earnings per share (EPS) growth; and return on risk-weighted assets (RoRWA). Each measure is assessed independently over a three-year period. Awards granted from 2016 have an individual conduct gateway requirement that results in the award lapsing if not met

-- Deferred awards are used to deliver the deferred portion of variable remuneration, in line with both market practice and regulatory requirements. These awards vest in instalments on anniversaries of the award date specified at the time of grant. Deferred awards are not subject to any plan limit. This enables the Group to meet regulatory requirements relating to deferral levels, and is in line with market practice

-- Restricted share awards, made outside of the annual performance process as replacement buy-out awards to new joiners who forfeit awards on leaving their previous employers, vest in instalments on the anniversaries of the award date specified at the time of grant. This enables the Group to meet regulatory requirements relating to buy-outs, and is in line with market practice. In line with similar plans operated by our competitors, restricted share awards are not subject to an annual limit and do not have any performance measures

Under the 2011 Plan, no grant price is payable to receive an award. The remaining life of the 2011 Plan during which new awards can be made is one year.

Valuation - LTIP awards

The vesting of awards granted in both 2020 and 2019 is subject to relative TSR performance measures and achievement of a strategic scorecard. The vesting of awards granted in 2019 and 2020 are subject to the satisfaction of RoTE (subject to a capital CET1 underpin). The fair value of the TSR component is calculated using the probability of meeting the measures over a three-year performance period, using a Monte Carlo simulation model. The number of shares expected to vest is evaluated at each reporting date, based on the expected performance against the RoTE and strategic measures in the scorecard, to determine the accounting charge.

No dividend equivalents accrue for the LTIP awards made in 2019 or 2020 and the fair value takes this into account, calculated by reference to market consensus dividend yield.

 
                                        2020        2019 
--------------------------------  ----------  ---------- 
Grant date                          09 March    11 March 
Share price at grant date (GBP)         5.20        6.11 
Vesting period (years)                   3-7         3-7 
Expected divided yield (%)               4.2         4.2 
Fair value (RoTE) (GBP)           1.40, 1.34  2.02, 2.02 
Fair value (TSR) (GBP)            0.75, 0.72  0.97, 0.91 
Fair value (Strategic) (GBP)      1.40, 1.34  2.02, 2.02 
--------------------------------  ----------  ---------- 
 

Valuation - deferred shares and restricted shares

The fair value for deferred awards which are not granted to material risk-takers is based on 100 per cent of the face value of the shares at the date of grant as the share price will reflect expectations of all future dividends. For awards granted to material risk-takers in 2020, the fair value of awards takes into account the lack of dividend equivalents, calculated by reference to market consensus dividend yield.

Deferred share awards

 
                                  2020 
---------------------  -------------------------- 
Grant date             22 June  30 March  9 March 
---------------------  -------  --------  ------- 
Share price at grant 
 date (GBP)             4.27      4.67     5.20 
---------------------  -------  --------  ------- 
 
 
                           Expected                 Expected                Expected 
                           dividend                 dividend                dividend 
                              yield   Fair value       yield  Fair value       yield      Fair value 
Vesting period (years)          (%)        (GBP)         (%)       (GBP)         (%)           (GBP) 
-----------------------  ----------  -----------   ---------  ----------  ----------  -------------- 
1-3 years                        NA         4.27      NA,4.2   4.67,4.13  NA,4.2,4.2  5.20,4.79,4.59 
1-5 years                         -             -        4.2        4.04     4.2,4.2       4.59,4.50 
3-7 years                         -             -          -           -     4.2,4.2       4.23,4.06 
-----------------------  ----------  ------------  ---------  ----------  ----------  -------------- 
 
 
                                        2019 
--------------------------------  ----------------- 
Grant date                        24 June  11 March 
--------------------------------  -------  -------- 
Share price at grant date (GBP)    7.03      6.11 
--------------------------------  -------  -------- 
 
 
                           Expected                       Expected 
                           dividend      Fair value       dividend      Fair value 
Vesting period (years)    yield (%)           (GBP)      yield (%)           (GBP) 
----------------------  -----------  --------------    -----------  -------------- 
1-3 years               N/A,4.2,4.2  7.03,6.47,6.21    N/A,4.2,4.2  6.11,5.62,5.40 
1-5 years                         -               -        4.2,4.2       5.29,5.40 
3-7 years                         -               -        4.2,4.2       4.77,4.97 
----------------------  -----------  --------------    -----------  -------------- 
 

Other restricted share awards

 
                                          2020 
---------------------  ------------------------------------------- 
Grant date             26 November  30 September  22 June  9 March 
---------------------  -----------  ------------  -------  ------- 
Share price at grant 
 date (GBP)               4.71          3.52       4.27     5.20 
---------------------  -----------  ------------  -------  ------- 
 
 
                          Expected              Expected           Expected           Expected 
                          dividend       Fair   dividend    Fair   dividend    Fair   dividend    Fair 
                             yield      value      yield   value      yield   value      yield   value 
Vesting period (years)         (%)      (GBP)        (%)   (GBP)        (%)   (GBP)        (%)   (GBP) 
-----------------------  ---------  ---------  ---------  ------  ---------  ------  ---------  ------ 
1 year                         4.2  4.34,4.52        4.2    3.38        4.2    4.10        4.2    4.99 
2 years                        4.2  4.16,4.34        4.2    3.24        4.2    3.93        4.2    4.79 
2-3 years                        -          -          -       -          -       -          -       - 
3 years                        4.2       4.16        4.2    3.11        4.2    3.77        4.2    4.59 
4 years                        4.2       4.00        4.2    2.98        4.2    3.62        4.2    4.41 
5 years                          -          -          -       -        4.2    3.48        4.2    4.23 
-----------------------  ---------  ---------  ---------  ------  ---------  ------  ---------  ------ 
 
 
                                         2019 
---------------------  ----------------------------------------- 
Grant date             28 November  1 October  24 June  11 March 
---------------------  -----------  ---------  -------  -------- 
Share price at grant 
 date (GBP)               7.04        6.84      7.03      6.11 
---------------------  -----------  ---------  -------  -------- 
 
 
                          Expected           Expected           Expected           Expected 
                          dividend    Fair   dividend    Fair   dividend    Fair   dividend    Fair 
                             yield   value      yield   value      yield   value      yield   value 
Vesting period (years)         (%)   (GBP)        (%)   (GBP)        (%)   (GBP)        (%)   (GBP) 
-----------------------  ---------  ------  ---------  ------  ---------  ------  ---------  ------ 
                                                                                              5.86, 
                                                                                              5.62, 
1 year                         4.2    6.75        4.2    6.57        4.2    6.74        4.2    5.74 
                                                                                              5.62, 
2 years                        4.2    6.48        4.2    6.30        4.2    6.47        4.2    5.40 
2-3 years                        -       -          -       -          -       -          -       - 
3 years                        4.2    6.22        4.2    6.05        4.2    6.21        4.2    5.40 
4 years                          -       -        4.2    5.80        4.2    5.96        4.2    5.18 
5 years                          -       -        4.2    5.57        4.2    5.72          -       - 
-----------------------  ---------  ------  ---------  ------  ---------  ------  ---------  ------ 
 

All Employee Sharesave Plans

2013 Sharesave Plan

Under the 2013 Sharesave Plan, employees may open a savings contract. Within a maturity period of six months after the third anniversary, employees may save up to GBP250 per month over three years to purchase ordinary shares in the Company at a discount of up to 20 per cent on the share price at the date of invitation (this is known as the 'option exercise price'). There are no performance measures attached to options granted under the 2013 Sharesave Plan and no grant price is payable to receive an option. In some countries in which the Group operates, it is not possible to operate Sharesave plans, typically due to securities law and regulatory restrictions. In these countries, where possible, the Group offers an equivalent cash-based plan to its employees.

The 2013 Sharesave Plan was approved by shareholders in May 2013 and all future Sharesave invitations are made under this plan. The remaining life of the 2013 Sharesave Plan is two years.

Valuation - Sharesave:

Options under the Sharesave plans are valued using a binomial option-pricing model. The same fair value is applied to all employees including executive directors. The fair value per option granted and the assumptions used in the calculation are as follows:

All Employee Sharesave Plan (Sharesave)

 
                                          2020       2019 
--------------------------------  ------------  --------- 
Grant date                        30 September  1 October 
Share price at grant date (GBP)           3.52       6.84 
Exercise price (GBP)                      3.14       4.98 
Vesting period (years)                       3          3 
Expected volatility (%)                   31.8       25.3 
Expected option life (years)              3.33       3.33 
Risk-free rate (%)                      (0.07)       0.26 
Expected dividend yield (%)                4.2        4.2 
Fair value (GBP)                          0.69       1.62 
--------------------------------  ------------  --------- 
 

The expected volatility is based on historical volatility over the last three years, or three years prior to grant. The expected life is the average expected period to exercise. The risk-free rate of return is the yield on zero-coupon UK government bonds of a term consistent with the assumed option life. The expected dividend yield is calculated by reference to market consensus dividend yield.

Limits

An award shall not be granted under the 2011 Plan in any calendar year if, at the time of its proposed grant, it would cause the number of Standard Chartered PLC ordinary shares allocated in the period of 10 calendar years ending with that calendar year under the 2011 Plan and under any other discretionary share plan operated by Standard Chartered PLC to exceed such number as represents 5 per cent of the ordinary share capital of Standard Chartered PLC in issue at that time.

An award shall not be granted under the 2011 Plan or 2013 Sharesave Plan in any calendar year if, at the time of its proposed grant, it would cause the number of Standard Chartered PLC ordinary shares allocated in the period of 10 calendar years ending with that calendar year under the 2011 Plan or 2013 Sharesave Plan and under any other employee share plan operated by Standard Chartered PLC to exceed such number as represents 10 per cent of the ordinary share capital of Standard Chartered PLC in issue at that time.

An award shall not be granted under the 2011 Plan or 2013 Sharesave Plan in any calendar year if, at the time of its proposed grant, it would cause the number of Standard Chartered PLC ordinary shares which may be issued or transferred pursuant to awards then outstanding under the 2011 Plan or 2013 Sharesave Plan as relevant to exceed such number as represents 10 per cent of the ordinary share capital of Standard Chartered PLC in issue at that time.

The number of Standard Chartered PLC ordinary shares which may be issued pursuant to awards granted under the 2011 Plan in any 12-month period must not exceed such number as represents 1 per cent of the ordinary share capital of Standard Chartered PLC in issue at that time. The number of Standard Chartered PLC ordinary shares which may be issued pursuant to awards granted under the 2013 Sharesave Plan in any 12-month period must not exceed such number as represents 1 per cent of the ordinary share capital of Standard Chartered PLC in issue at that time.

Reconciliation of share award movements for the year to 31 December 2020

 
                                              2011 Plan1 
-------------------------------------  ------------------------  ----  -----------  ---------- 
                                                                                      Weighted 
                                                                                       average 
                                                                                     Sharesave 
                                                      Deferred/                       exercise 
                                                     Restricted                          price 
                                             LTIP        shares  PSP1    Sharesave       (GBP) 
-------------------------------------  ----------  ------------  ----  -----------  ---------- 
Outstanding at 1 January 2020          20,912,679    28,235,461     -   12,602,842        5.28 
Granted2,3                              3,086,220    23,452,802     -    7,373,729           - 
Lapsed                                  (824,269)     (657,697)     -  (3,228,307)        5.37 
Exercised                               (256,388)  (11,487,018)     -    (156,560)        5.30 
-------------------------------------  ----------  ------------  ----  -----------  ---------- 
Outstanding at 31 December             22,918,242    39,543,548     -   16,591,704        4.31 
-------------------------------------  ----------  ------------  ----  -----------  ---------- 
Total number of securities available 
 for issue under the plan              22,918,242    39,543,548     -   16,591,704        4.31 
Percentage of the issued shares 
 this represents as at 31 December           0.7%          1.3%     -         0.5% 
-------------------------------------  ----------  ------------  ----  -----------  ---------- 
Exercisable as at 31 December              27,810     2,395,136     -    1,549,597        6.16 
-------------------------------------  ----------  ------------  ----  -----------  ---------- 
                                                                            3.14 - 
Range of exercise prices (GBP)3                 -             -     -         6.20           - 
-------------------------------------  ----------  ------------  ----  -----------  ---------- 
Intrinsic value of vested but 
 not exercised options ($ million)           0.18         15.23     -         0.02 
-------------------------------------  ----------  ------------  ----  -----------  ---------- 
Weighted average contractual 
 remaining life (years)                      6.28          8.36     -         2.47 
-------------------------------------  ----------  ------------  ----  -----------  ---------- 
Weighted average share price 
 for awards exercised during 
 the period (GBP)                            4.28          4.55     -         6.76 
-------------------------------------  ----------  ------------  ----  -----------  ---------- 
 

1 Employees do not contribute towards the cost of these awards

2 22,007,464 (DRSA/RSA) granted on 9 March 2020, 189,991 (DRSA/RSA) granted as notional dividend on 6 March 2020, 3,025,163 (LTIP) granted on 9 March 2020, 56,805 (LTIP) granted as notional dividend on 6 March 2020, 86,319 (DRSA/RSA) granted on 30 March 2020, 214,754 (DRSA/RSA) granted on 22 June 2020, 4,252 (LTIP) granted as notional dividend on 25 August 2020, 503,520 (DRSA/RSA) granted on 30 September 2020, 7, 373,729 (Sharesave) granted on 30 September 2020, 450,754 (DRSA/RSA) granted on 26 November 2020

3 For Sharesave granted in 2020 the exercise price is GBP3.14 per share, which was a 20% discount to the closing share price on 28 August 2020. The closing share price on 28 August 2020 was GBP3.924

Reconciliation of share award movements for the year to 31 December 2019

 
                                              2011 Plan1 
-------------------------------------  -------------------------  -------  -----------  ---------- 
                                                                                          Weighted 
                                                                                           average 
                                                                                         Sharesave 
                                                       Deferred/                          exercise 
                                                      Restricted                             price 
                                              LTIP        shares     PSP1    Sharesave       (GBP) 
-------------------------------------  -----------  ------------  -------  -----------  ---------- 
Outstanding at 1 January 2019           27,003,333    26,612,980    4,270   13,724,361        5.48 
Granted2,3                               2,777,179    15,140,609        -    5,025,310           - 
Lapsed                                 (2,824,549)   (1,441,046)        -  (1,821,467)        5.50 
Exercised                              (6,043,284)  (12,077,082)  (4,270)  (4,325,362)        5.49 
-------------------------------------  -----------  ------------  -------  -----------  ---------- 
Outstanding at 31 December              20,912,679    28,235,461        -   12,602,842        5.28 
-------------------------------------  -----------  ------------  -------  -----------  ---------- 
Total number of securities available 
 for issue under the plan               20,912,679    28,235,461        -   12,602,842 
Percentage of the issued shares 
 this represents as at 31 December            0.7%          0.9%        -         0.4% 
-------------------------------------  -----------  ------------  -------  -----------  ---------- 
Exercisable as at 31 December               53,986     2,539,752        -    1,231,333        5.30 
-------------------------------------  -----------  ------------  -------  -----------  ---------- 
                                                                                4.98 - 
Range of exercise prices (GBP)3                  -             -        -         6.20 
-------------------------------------  -----------  ------------  -------  -----------  ---------- 
Intrinsic value of vested but 
 not exercised options ($ million)            0.51         24.13        -         3.06 
-------------------------------------  -----------  ------------  -------  -----------  ---------- 
Weighted average contractual 
 remaining life (years)                       6.85          8.25        -         2.44 
-------------------------------------  -----------  ------------  -------  -----------  ---------- 
Weighted average share price 
 for awards exercised during 
 the period (GBP)                             6.37          6.33     6.95         6.72 
-------------------------------------  -----------  ------------  -------  -----------  ---------- 
 

1. Employees do not contribute towards the cost of these awards

2. 14,346,920 (DRSA/RSA) granted on 11 March 2019, 186,955 (DRSA/RSA) granted as notional dividend on 8 March 2019, 2,530,325 (LTIP) granted on 11 March 2019, 232,895 (LTIP) granted as notional dividend on 8 March 2019, 278,813 (DRSA/RSA) granted on 24 June 2019, 74,125 (DRSA/RSA) granted as notional dividend on

9 August 2019, 13,959 (LTIP) granted as notional dividend on 9 August 2019, 151,751 (RSA) granted on 1 October 2019, 5,025,310 (Sharesave) granted on 1 October 2019 and 102,045 (RSA) granted on 28 November 2019

3. For Sharesave granted in 2019 the exercise price is GBP4.98 per share, which was a 20% discount to the closing share price on 30 August 2019. The closing share price on 30 August 2019 was GBP6.22

32. Investments in subsidiary undertakings, joint ventures and associates

Accounting policy

Subsidiaries

Subsidiaries are all entities, including structured entities, which the Group controls. The Group controls an entity when it is exposed to, and has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the investee. The assessment of power is based on the Group's practical ability to direct the relevant activities of the entity unilaterally for the Group's own benefit and is subject to reassessment if and when one or more of the elements of control change. Subsidiaries are fully consolidated from the date on which the Group effectively obtains control. They are deconsolidated from the date that control ceases, and where any interest in the subsidiary remains, this is remeasured to its fair value and the change in carrying amount is recognised in the income statement.

Associates and joint arrangements

Joint arrangements are where two or more parties either have rights to the assets, and obligations of the joint arrangement (joint operations), or have rights to the net assets of the joint arrangement (joint venture). The Group evaluates the contractual terms of joint arrangements to determine whether a joint arrangement is a joint operation or a joint venture. The Group did not have any contractual interest in joint operations.

An associate is an entity over which the Group has significant influence.

Investments in associates and joint ventures are accounted for by the equity method of accounting and are initially recognised at cost. The Group's investment in associates and joint ventures includes goodwill identified on acquisition (net of any accumulated impairment loss).

The Group's share of its associates' and joint ventures' post-acquisition profits or losses is recognised in the income statement, and its share of post-acquisition movements in other comprehensive income is recognised in reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group's share of losses in an associate or a joint venture equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate or joint venture.

Unrealised gains and losses on transactions between the Group and its associates and joint ventures are eliminated to the extent of the Group's interest in the associates and joint ventures. At each balance sheet date, the Group assesses whether there is any objective evidence of impairment in the investment in associates and joint ventures. Such evidence includes a significant or prolonged decline in the fair value of the Group's investment in an associate or joint venture below its cost, among other factors.

Significant accounting estimates and judgements

The Group applies judgement in determining if it has control, joint control or significant influence over subsidiaries, joint ventures and associates respectively. These judgements are based upon identifying the relevant activities of counterparties, being those activities that significantly affect the entities' returns, and further making a decision of if the Group has control over those entities, joint control, or has significant influence (being the power to participate in the financial and operating policy decisions but not control them).

These judgements are at times determined by equity holdings, and the voting rights associated with those holdings. However, further considerations including but not limited to board seats, advisory committee members and specialist knowledge of some decision-makers are also taken into account. Further judgement is required when determining if the Group has de-facto control over an entity even though it may hold less than 50 per cent of the voting shares of that entity. Judgement is required to determine the relative size of the Group's shareholding when compared to the size and dispersion of other shareholders.

Impairment testing of investments in associates and joint ventures is performed if there is a possible indicator of impairment. Judgement is used to determine if there is objective evidence of impairment. Objective evidence may be observable data such as losses incurred on the investment when applying the equity method, the granting of concessions as a result of financial difficulty, or breaches of contracts/regulatory fines of the associate or joint venture. Further judgement is required when considering broader indicators of impairment such as losses of active markets or ratings downgrades across key markets in which the associate or joint venture operate.

Impairment testing is based on estimates including forecasting the expected cash flows from the investments, growth rates, terminal values and the discount rate used in calculation of the present values of those cash flows. The estimation of future cash flows and the level to which they are discounted is inherently uncertain and requires significant judgement.

Business combinations

The acquisition method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, together with the fair value of any contingent consideration payable. The excess of the cost of acquisition over the fair value of the Group's share of the identifiable net assets and contingent liabilities acquired is recorded as goodwill (see Note 17 for details on goodwill recognised by the Group). If the cost of acquisition is less than the fair value of the net assets and contingent liabilities of the subsidiary acquired, the difference is recognised directly in the income statement.

Where the fair values of the identifiable net assets and contingent liabilities acquired have been determined provisionally, or where contingent or deferred consideration is payable, adjustments arising from their subsequent finalisation are not reflected in the income statement if: (i) they arise within 12 months of the acquisition date (or relate to acquisitions completed before 1 January 2014); and (ii) the adjustments arise from better information about conditions existing at the acquisition date (measurement period adjustments). Such adjustments are applied as at the date of acquisition and, if applicable, prior year amounts are restated. All changes that are not measurement period adjustments are reported in income other than changes in contingent consideration not classified as financial instruments, which are accounted for in accordance with the appropriate accounting policy, and changes in contingent consideration classified as equity, which is not remeasured.

Changes in ownership interest in a subsidiary, which do not result in a loss of control, are treated as transactions between equity holders and are reported in equity. Where a business combination is achieved in stages, the previously held equity interest is remeasured at the acquisition date fair value with the resulting gain or loss recognised in the income statement.

In the Company's financial statements, investment in subsidiaries, associates and joint ventures are held at cost less impairment and dividends from pre-acquisition profits received prior to 1 January 2009, if any. Inter-company transactions, balances and unrealised gains and losses on transactions between Group companies are eliminated in the Group accounts.

 
                                               2020        2019 
Investments in subsidiary undertakings     $million    $million 
---------------------------------------  ----------  ---------- 
As at 1 January                              58,037      34,853 
Additions1                                    1,370      23,184 
Disposal2                                   (2,000)           - 
---------------------------------------  ----------  ---------- 
As at 31 December                            57,407      58,037 
---------------------------------------  ----------  ---------- 
 

1 Includes internal Additional Tier 1 issuances of $1 billion by Standard Chartered Bank (Hong Kong) Limited. (31 December 2019: Includes internal Additional Tier 1 issuances of $900 million by Standard Chartered Bank (Hong Kong) Limited and $500 million and SGD750 million by Standard Chartered Bank (Singapore) Limited)

2 Redemption of Additional Tier 1 capital of $2 billion by Standard Chartered Bank

At 31 December 2020, the principal subsidiary undertakings, all indirectly held except for Standard Chartered Bank (Hong Kong) Limited, and principally engaged in the business of banking and provision of other financial services, were as follows:

 
                                                                            Group interest 
                                                                               in ordinary 
                                                                                     share 
Country and place of incorporation                                                 capital 
 or registration                      Main areas of operation                            % 
------------------------------------  ------------------------------------  -------------- 
                                      United Kingdom, Middle East, 
                                       South Asia, Asia Pacific, Americas 
Standard Chartered Bank, England       and, through Group companies, 
 and Wales                             Africa                                          100 
Standard Chartered Bank (China) 
 Limited, China1                      China                                            100 
Standard Chartered Bank (Hong 
 Kong) Limited, Hong Kong             Hong Kong                                        100 
Standard Chartered Bank Korea 
 Limited, Korea                       Korea                                            100 
Standard Chartered Bank Malaysia 
 Berhad, Malaysia                     Malaysia                                         100 
Standard Chartered Bank Nigeria 
 Limited, Nigeria                     Nigeria                                          100 
Standard Chartered Bank (Singapore) 
 Limited, Singapore                   Singapore                                        100 
Standard Chartered Bank (Taiwan) 
 Limited, Taiwan                      Taiwan                                           100 
Standard Chartered Bank (Pakistan) 
 Limited, Pakistan                    Pakistan                                       98.99 
Standard Chartered Bank (Thai) 
 Public Company Limited, Thailand     Thailand                                       99.87 
Standard Chartered Bank Kenya 
 Limited, Kenya                       Kenya                                          74.32 
------------------------------------  ------------------------------------  -------------- 
 

1 Under PRC law, registered as 'Standard Chartered Bank (China) Limited, China'

A complete list of subsidiary undertaking is included in Note 40.

The Group does not have any material non-controlling interests in any of its subsidiaries except the 25.68 per cent non-controlling interest in Standard Chartered Bank Kenya Limited. This contributes $13 million (31 December 2019: $20 million) of the profit attributable to non-controlling interests and $111 million (31 December 2019: $111 million) of the equity attributable to non-controlling interests.

While the Group's subsidiaries are subject to local statutory capital and liquidity requirements in relation to foreign exchange remittance, these restrictions arise in the normal course of business and do not significantly restrict the Group's ability to access or use assets and settle liabilities of the Group.

The Group does not have significant restrictions on its ability to access or use its assets and settle its liabilities other than those resulting from the regulatory framework within which the banking subsidiaries operate. These frameworks require banking operations to keep certain levels of regulatory capital, liquid assets, exposure limits and comply with other required ratios. These restrictions are summarised below:

Regulatory and liquidity requirements

The Group's subsidiaries are required to maintain minimum capital, leverage ratios, liquidity and exposure ratios which therefore restrict the ability of these subsidiaries to distribute cash or other assets to the parent company.

The subsidiaries are also required to maintain balances with central banks and other regulatory authorities in the countries in which they operate. At 31 December 2020, the total cash and balances with central banks was $67 billion (31 December 2019: $53 billion) of which $7 billion (31 December 2019: $10 billion) is restricted.

Statutory requirements

The Group's subsidiaries are subject to statutory requirements not to make distributions of capital and unrealised profits to the parent company, generally to maintain solvency. These requirements restrict the ability of subsidiaries to remit dividends to the Group. Certain subsidiaries are also subject to local exchange control regulations which provide for restrictions on exporting capital from the country other than through normal dividends.

Contractual requirements

The encumbered assets in the balance sheet of the Group's subsidiaries are not available for transfer around the Group. Encumbered assets are disclosed in Risk review and Capital review.

Share of profit from investment in associates and joint ventures comprises:

 
                                                        2020        2019 
                                                    $million    $million 
------------------------------------------------  ----------  ---------- 
(Loss)/profit from investment in joint ventures          (3)          48 
Profit from investment in associates                     154         252 
------------------------------------------------  ----------  ---------- 
Total                                                    151         300 
------------------------------------------------  ----------  ---------- 
 
 
                                                   2020        2019 
Interests in associates and joint ventures     $million    $million 
-------------------------------------------  ----------  ---------- 
As at 1 January                                   1,908       2,307 
Exchange translation difference                     123          15 
Additions                                            52          64 
Share of profits                                    151         300 
Dividend received                                     -         (3) 
Disposals                                          (35)           - 
Share of FVOCI and Other reserves                  (37)          25 
Transfer to held for sale assets1                     -       (800) 
-------------------------------------------  ----------  ---------- 
As at 31 December                                 2,162       1,908 
-------------------------------------------  ----------  ---------- 
 

1 Refer to Note 21 Assets held for sale and associated liabilities where our joint venture PT Bank Permata Tbk (Permata) is disclosed

A complete list of the Group's interest in associates is included in Note 40. The Group's principal associate is:

 
                                                    Group interest 
                                                       in ordinary 
                                                             share 
                            Nature      Main areas         capital 
Associate            of activities    of operation               % 
-----------------  ---------------  --------------  -------------- 
China Bohai Bank           Banking           China           16.26 
-----------------  ---------------  --------------  -------------- 
 

The Group's investment in China Bohai Bank is less than 20 per cent but it is considered to be an associate because of the significant influence the Group is able to exercise over the management and financial and operating policies. This influence is through board representation and the provision of technical expertise to Bohai. The Group applies the equity method of accounting for investments in associates.

The Group's ownership percentage decreased to 16.26 per cent from 19.99 per cent as a result of the IPO which was completed on the 16 July 2020 in which the Group did not participate. A $35 million loss was recognised on the dilution of the Group's ownership percentage as the IPO price was based on the net asset value of Bohai at 31 December 2019.

The Group has recognised 19.99 per cent of Bohai's earnings through the date of the IPO after which it has recognised 16.26 per cent of Bohai's earnings. Bohai has a statutory year end of 31 December, but Bohai publishes their results after the Group. For the year ended 31 December 2019, the Group was on a one-month lag in recognising its share of Bohai's earnings. For the year ended 31December 2020, the Group recognised Bohai's results through 30 September 2020 (10 months of earnings, including December 2019). The Group will continue on a three-month lag in recognising its share of Bohai's earnings going forward.

Impairment testing

At 31 December 2020, the listed equity value of Bohai is below the carrying amount of the investment in associate. As a result, the Group has performed an impairment test on the carrying amount, which confirmed that there was no impairment at 31 December 2020 as the recoverable amount as determined by a value-in-use ('VIU') calculation was higher than the carrying value.

 
                    Carrying 
              ViU     amount  Fair value 
         $million   $million    $million 
------  ---------  ---------  ---------- 
Bohai       2,943      2,025       1,888 
------  ---------  ---------  ---------- 
 

Basis of recoverable amount

The impairment test was performed by comparing the recoverable amount of Bohai, determined by a VIU calculation, with its carrying amount. The VIU calculation uses three primary inputs, being;

-- Discounted short to medium term cash flow projections based on management's best estimates of future earnings available to ordinary shareholders;

-- A discount rate representing the risk-free rate and company risk premiums, and;

-- A long term sustainable growth rate which is used to extrapolate in perpetuity those expected short to medium term earnings to derive a terminal value.

From the estimated cash flows a capital maintenance haircut is taken in order for Bohai to meet its target regulatory capital requirements over the forecast period. This haircut takes into account movements in risk-weighted assets and the total capital required, including retained earnings to meet the target capital ratios.

The key assumptions used in the VIU calculation:

 
                                         % 
-----------------------------------  ----- 
Discount rate                        10.00 
Long term growth rate                 5.00 
Capital requirement adequacy ratio    7.50 
-----------------------------------  ----- 
 
 
                        Base case                                          Sensitivities 2020 
--------  -------------------------------------    ------------------------------------------------------------------- 
                                                           GDP               Discount rates            Cash flows 
          ------------  --------  --------  ---    -------------------    --------------------    -------------------- 
                                                     +1%        -1%          +1%        -1%         +10%       -10% 
                                                   --------  ---------    ---------  ---------    ---------  --------- 
Carrying 
amount                  Headroom  Discount         Headroom   Headroom     Headroom   Headroom     Headroom   Headroom 
$million  VIU $million  $million      Rate  GDP    $million   $million     $million   $million     $million   $million 
--------  ------------  --------  --------  ---    --------  ---------    ---------  ---------    ---------  --------- 
2,025            2,943       918       10%   5%       1,460        557          480      1,573        1,353        483 
--------  ------------  --------  --------  ---    --------  ---------    ---------  ---------    ---------  --------- 
 

The following table sets out the summarised financial statements of China Bohai Bank prior to the Group's share of the associates being applied:

 
                                 30 Sep      30 Nov 
                                   2020        2019 
                               $million    $million 
---------------------------  ----------  ---------- 
Total assets                    202,537     156,429 
Total liabilities               187,024     147,407 
Other equity instruments          3,053       2,865 
 
Operating income                  3,474       3,769 
Net profit                          950       1,163 
Other comprehensive income        (121)        (63) 
---------------------------  ----------  ---------- 
 

33. Structured entities

Accounting policy

A structured entity is an entity that has been designed so that voting or similar rights are not the dominant factor in deciding who controls the entity. Contractual arrangements determine the rights and therefore relevant activities of the structured entity. Structured entities are generally created to achieve a narrow and well-defined objective with restrictions around their activities. Structured entities are consolidated when the substance of the relationship between the Group and the structured entity indicates the Group has power over the contractual relevant activities of the structured entity, is exposed to variable returns, and can use that power to affect the variable return exposure.

In determining whether to consolidate a structured entity to which assets have been transferred, the Group takes into account its ability to direct the relevant activities of the structured entity. These relevant activities are generally evidenced through a unilateral right to liquidate the structured entity, investment in a substantial proportion of the securities issued by the structured entity or where the Group holds specific subordinate securities that embody certain controlling rights. The Group may further consider relevant activities embedded within contractual arrangements such as call options which give the practical ability to direct the entity, special relationships between the structured entity and investors, and if a single investor has a large exposure to variable returns of the structured entity.

Judgement is required in determining control over structured entities. The purpose and design of the entity is considered, along with a determination of what the relevant activities are of the entity and who directs these. Further judgements are made around which investor is exposed to, and absorbs the variable returns of the structured entity. The Group will have to weigh up all of these facts to consider whether the Group, or another involved party is acting as a principal in its own right or as an agent on behalf of others. Judgement is further required in the ongoing assessment of control over structured entities, specifically if market conditions have an effect on the variable return exposure of different investors.

The Group has involvement with both consolidated and unconsolidated structured entities, which may be established by the Group as a sponsor or by a third-party.

Interests in consolidated structured entities: A structured entity is consolidated into the Group's financial statements where the Group controls the structured entity, as per the determination in the accounting policy above.

The following table presents the Group's interests in consolidated structured entities.

 
                                               2020        2019 
                                           $million    $million 
---------------------------------------  ----------  ---------- 
Aircraft and ship leasing                     4,388       4,312 
Principal and other structured finance          365         816 
---------------------------------------  ----------  ---------- 
Total                                         4,753       5,128 
---------------------------------------  ----------  ---------- 
 

Interests in unconsolidated structured entities:

Unconsolidated structured entities are all structured entities that are not controlled by the Group. The Group enters into transactions with unconsolidated structured entities in the normal course of business to facilitate customer transactions and for specific investment opportunities. An interest in a structured entity is contractual or non-contractual involvement which creates variability of the returns of the Group arising from the performance of the structured entity.

The table below presents the carrying amount of the assets recognised in the financial statements relating to variable interests held in unconsolidated structured entities, the maximum exposure to loss relating to those interests and the total assets of the structured entities. Maximum exposure to loss is primarily limited to the carrying amount of the Group's on-balance sheet exposure to the structured entity. For derivatives, the maximum exposure to loss represents the on-balance sheet valuation and not the notional amount. For commitments and guarantees, the maximum exposure to loss is the notional amount of potential future losses.

 
                                                2020                                                       2019 
--------------------  ---------------------------------------------------------  --------------------------------------------------------- 
                                                Principal                                                  Principal 
                      Asset-backed  Structured    Finance       Other            Asset-backed  Structured    Finance       Other 
                        securities     finance      funds  activities     Total    securities     finance      funds  activities     Total 
                          $million    $million   $million    $million  $million      $million    $million   $million    $million  $million 
--------------------  ------------  ----------  ---------  ----------  --------  ------------  ----------  ---------  ----------  -------- 
Group's interest - 
 assets 
Financial assets 
 held 
 at fair value 
 through 
 profit or loss              1,002           -        197         271     1,470         1,055           -        105         181     1,341 
Loans and 
 advances/Investment 
 securities at 
 amortised 
 cost                        8,270       3,081        267           -    11,618         4,939       2,020        343         251     7,553 
Investment 
 securities 
 (fair value through 
 other comprehensive 
 income)                     2,912           -          -           -     2,912         3,158           -          -           -     3,158 
Other assets                     -           -         34           -        34             -           -        289           -       289 
--------------------  ------------  ----------  ---------  ----------  --------  ------------  ----------  ---------  ----------  -------- 
Total assets                12,184       3,081        498         271    16,034         9,152       2,020        737         432    12,341 
--------------------  ------------  ----------  ---------  ----------  --------  ------------  ----------  ---------  ----------  -------- 
Off-balance sheet               69         914         67           -     1,050            65         572        109           -       746 
--------------------  ------------  ----------  ---------  ----------  --------  ------------  ----------  ---------  ----------  -------- 
Group's maximum 
 exposure 
 to loss                    12,253       3,995        565         271    17,084         9,217       2,592        846         432    13,087 
--------------------  ------------  ----------  ---------  ----------  --------  ------------  ----------  ---------  ----------  -------- 
Total assets of 
 structured 
 entities                  198,622      10,410      2,424         276   211,732       153,948       6,594      3,028       7,976   171,546 
--------------------  ------------  ----------  ---------  ----------  --------  ------------  ----------  ---------  ----------  -------- 
 

The main types of activities for which the Group utilises unconsolidated structured entities cover synthetic credit default swaps for managed investment funds (including specialised Principal Finance funds), portfolio management purposes, structured finance and asset-backed securities. These are detailed as follows:

-- Asset-backed securities (ABS): The Group also has investments in asset-backed securities issued by third-party sponsored and managed structured entities. For the purpose of market making and at the discretion of ABS trading desk, the Group may hold an immaterial amount of debt securities from structured entities originated by credit portfolio management. This is disclosed in the ABS column above

Portfolio management (Group sponsored entities): For the purposes of portfolio management, the Group purchased credit protection via synthetic credit default swaps from note-issuing structured entities. This credit protection creates credit risk which the structured entity and subsequently the end investor absorbs. The referenced assets remain on the Group's balance sheet as they are not assigned to these structured entities. The Group continues to own or hold all of the risks and returns relating to these assets. The credit protection obtained from the regulatory-compliant securitisation only serves to protect the Group against losses upon the occurrence of eligible credit events and the underlying assets are not derecognised from the Group's balance sheet. The Group does not hold any equity interests in the structured entities, but may hold an insignificant amount of the issued notes for market making purposes. This is disclosed in the ABS section above. The proceeds of the notes' issuance are typically held as cash collateral in the issuer's account operated by a trustee or invested in AAA-rated government-backed securities to collateralise the structured entities swap obligations to the Group, and to repay the principal to investors at maturity. The structured entities reimburse the Group on actual losses incurred, through the use of the cash collateral or realisation of the collateral security. Correspondingly, the structured entities write down the notes issued by an equal amount of the losses incurred, in reverse order of seniority. All funding is committed for the life of these vehicles and the Group has no indirect exposure in respect of the vehicles' liquidity position. The Group has reputational risk in respect of certain portfolio management vehicles and investment funds either because the Group is the arranger and lead manager or because the structured entities have Standard Chartered branding.

-- Structured finance: Structured finance comprises interests in transactions that the Group or, more usually, a customer has structured, using one or more structured entities, which provide beneficial arrangements for customers. The Group's exposure primarily represents the provision of funding to these structures as a financial intermediary, for which it receives a lender's return. The transactions largely relate to real estate financing and the provision of aircraft leasing and ship finance.

-- Principal Finance Fund: The Group's exposure to Principal Finance Funds represents committed or invested capital in unleveraged investment funds, primarily investing in pan-Asian infrastructure, real estate and private equity.

-- Other activities: Other activities include structured entities created to support margin financing transactions, the refinancing of existing credit and debt facilities, as well as setting up of bankruptcy remote structured entities.

34. Cash flow statement

Adjustment for non-cash items and other adjustments included within income statement

 
                                                       Group                   Company 
---------------------------------------------  ----------------------   ---------------------- 
                                                     2020        2019         2020        2019 
                                                 $million    $million     $million    $million 
---------------------------------------------  ----------  ----------   ----------  ---------- 
Amortisation of discounts and premiums 
 of investment securities                           (588)       (818)            -           - 
Interest expense on subordinated liabilities          637         756          606         688 
Interest expense on senior debt securities 
 in issue                                             639         677          559         606 
Other non-cash items                                  686         792         (36)        (75) 
Pension costs for defined benefit 
 schemes                                               81          73            -           - 
Share-based payment costs                             132         166            -           - 
Impairment losses on loans and advances 
 and other credit risk provisions                   2,325         908            -           - 
Dividend income from subsidiaries                       -           -      (1,110)    (17,979) 
Other impairment                                      587         163            -           - 
Net gain on derecognition of investment 
 in associate                                         (6)           -            -           - 
Profit from associates and joint ventures           (151)       (300)            -           - 
---------------------------------------------  ----------  ----------   ----------  ---------- 
Total                                               4,342       2,417           19    (16,760) 
---------------------------------------------  ----------  ----------   ----------  ---------- 
 

Change in operating assets

 
                                                       Group                   Company 
---------------------------------------------  ----------------------   ---------------------- 
                                                     2020        2019         2020        2019 
                                                 $million    $million     $million    $million 
---------------------------------------------  ----------  ----------   ----------  ---------- 
Increase in derivative financial instruments     (21,640)     (1,603)        (742)       (220) 
Increase in debt securities, treasury 
 bills and equity shares held at 
 fair value through profit or loss                (5,385)     (5,579)      (8,281)     (4,502) 
Increase in loans and advances to 
 banks and customers                              (5,361)    (19,108)            -           - 
Net decrease/(increase) in prepayments 
 and accrued income                                   588       (199)            -           - 
Net (increase)/decrease in other assets           (6,266)  (8,944)(1)          572       (751) 
---------------------------------------------  ----------  ----------   ----------  ---------- 
Total                                            (38,064)    (35,433)      (8,451)     (5,473) 
---------------------------------------------  ----------  ----------   ----------  ---------- 
 

1 Aircraft and shipping purchases and disposals re-presented as cash flows from investing activities. This was previously presented under operating activities

Change in operating liabilities

 
                                                       Group                   Company 
---------------------------------------------  ----------------------   ---------------------- 
                                                     2020        2019         2020        2019 
                                                 $million    $million     $million    $million 
---------------------------------------------  ----------  ----------   ----------  ---------- 
Increase/(decrease) in derivative 
 financial instruments                             22,399       1,290        (378)       (390) 
Net increase in deposits from banks, 
 customer accounts, debt securities 
 in issue, Hong Kong notes in circulation 
 and short positions                               28,087      27,850        6,630       1,131 
(Decrease)/increase in accruals and 
 deferred income                                    (845)        (15)           67        (18) 
Net increase/(decrease) in other liabilities        4,796         810           96     (4,905) 
---------------------------------------------  ----------  ----------   ----------  ---------- 
Total                                              54,437      29,935        6,415     (4,182) 
---------------------------------------------  ----------  ----------   ----------  ---------- 
 

Changes in liabilities arising from financing activities

 
                                                    Group                   Company 
------------------------------------------  ----------------------   ---------------------- 
                                                  2020        2019         2020        2019 
                                              $million    $million     $million    $million 
------------------------------------------  ----------  ----------   ----------  ---------- 
Subordinated debt (including accrued 
 interest): 
Opening balance                                 16,445      15,227       14,737      13,648 
Proceeds from the issue                          2,473       1,000        2,473       1,000 
Interest paid                                    (601)       (603)        (537)       (547) 
Repayment                                      (2,446)        (23)      (1,402)           - 
Foreign exchange movements                         170         (2)          166        (14) 
Fair value changes                                 255         227          243         147 
Other                                              596         619          552         503 
------------------------------------------  ----------  ----------   ----------  ---------- 
Closing balance                                 16,892      16,445       16,232      14,737 
------------------------------------------  ----------  ----------   ----------  ---------- 
 
Senior debt (including accrued interest): 
Opening balance                                 23,889      21,998       19,849      17,361 
Proceeds from the issue                          9,953       9,169        2,193       6,012 
Interest paid                                    (627)       (797)        (575)       (740) 
Repayment                                      (4,305)     (7,692)      (2,106)     (3,780) 
Foreign exchange movements                         622         (1)          468         (1) 
Fair value changes                                 574         360          426         283 
Other                                            (117)         852          634         714 
------------------------------------------  ----------  ----------   ----------  ---------- 
Closing balance                                 29,989      23,889       20,889      19,849 
------------------------------------------  ----------  ----------   ----------  ---------- 
 

35. Cash and cash equivalents

Accounting policy

For the purposes of the cash flow statement, cash and cash equivalents comprise cash, on demand and overnight balances with central banks (unless restricted) and balances with less than three months' maturity from the date of acquisition, including treasury bills and other eligible bills, loans and advances to banks, and short-term government securities.

The following balances with less than three months' maturity from the date of acquisition have been identified by the Group as being cash and cash equivalents.

 
                                                Group                   Company 
--------------------------------------  ----------------------   ---------------------- 
                                              2020        2019         2020        2019 
                                          $million    $million     $million    $million 
--------------------------------------  ----------  ----------   ----------  ---------- 
Cash and balances at central banks          66,712      52,728            -           - 
Less: restricted balances                  (7,341)     (9,843)            -           - 
Treasury bills and other eligible 
 bills                                      10,500      10,078            -           - 
Loans and advances to banks                 25,762      21,556            -           - 
Trading securities                           2,241       2,935            -           - 
Amounts owed by and due to Subsidiary 
 undertakings                                    -           -       12,283      11,622 
--------------------------------------  ----------  ----------   ----------  ---------- 
Total                                       97,874      77,454       12,283      11,622 
--------------------------------------  ----------  ----------   ----------  ---------- 
 

36. Related party transactions

Directors and officers

Details of directors' remuneration and interests in shares are disclosed in the Directors' remuneration report.

IAS 24 Related party disclosures requires the following additional information for key management compensation. Key management comprises non-executive directors, executive directors of Standard Chartered PLC, the Court directors of Standard Chartered Bank and the persons discharging managerial responsibilities (PDMR) of Standard Chartered PLC.

 
                                                  2020        2019 
                                              $million    $million 
------------------------------------------  ----------  ---------- 
Salaries, allowances and benefits in kind           35          37 
Share-based payments                                26          28 
Bonuses paid or receivable                           1           4 
------------------------------------------  ----------  ---------- 
Total                                               62          69 
------------------------------------------  ----------  ---------- 
 

Transactions with directors and others

At 31 December 2020, the total amounts to be disclosed under the Companies Act 2006 (the Act) and the Listing Rules of the Hong Kong Stock Exchange Limited (Hong Kong Listing Rules) about loans to directors were as follows:

 
                   2020              2019 
-----------  ----------------  ---------------- 
             Number  $million  Number  $million 
-----------  ------  --------  ------  -------- 
Directors1        3         -       3         - 
-----------  ------  --------  ------  -------- 
 

1 Outstanding loan balances were below $50,000

The loan transactions provided to the directors of Standard Chartered PLC were a connected transaction under Chapter 14A of the Hong Kong Listing Rules. It was fully exempt as financial assistance under Rule 14A.87(1), as it was provided in our ordinary and usual course of business and on normal commercial terms.

As at 31 December 2020, Standard Chartered Bank had created a charge over $89 million (31 December 2019: $86 million) of cash assets in favour of the non-consolidated independent trustee of its employer financed retirement benefit scheme.

Company

The Company has received $904 million (31 December 2019: $1006 million) of net interest income from its subsidiaries. The Company issues debt externally and lends proceeds to Group companies.

The Company has an agreement with Standard Chartered Bank that in the event of Standard Chartered Bank defaulting on its debt coupon interest payments, where the terms of such debt requires it, the Company shall issue shares as settlement for non-payment of the coupon interest.

 
                                         2020                                      2019 
----------------------  ---------------------------------------   --------------------------------------- 
                           Standard         Standard                 Standard         Standard 
                                           Chartered                                 Chartered 
                          Chartered       Bank (Hong                Chartered       Bank (Hong 
                               Bank    Kong) Limited    Others1          Bank    Kong) Limited    Others1 
                           $million         $million   $million      $million         $million   $million 
----------------------  -----------  ---------------  ---------   -----------  ---------------  --------- 
Assets 
Due from subsidiaries        11,706               45        356        11,068               32        346 
Derivative financial 
 instruments                    846              126          -           212               17          - 
Debt securities              18,092            4,686      1,151        13,665            3,953        548 
----------------------  -----------  ---------------  ---------   -----------  ---------------  --------- 
Total assets                 30,644            4,857      1,507        24,945            4,002        894 
----------------------  -----------  ---------------  ---------   -----------  ---------------  --------- 
 
Liabilities 
Due to subsidiaries             212                -          -            26                -          - 
Derivative financial 
 instruments                    347                -         13           738                -          - 
----------------------  -----------  ---------------  ---------   -----------  ---------------  --------- 
Total liabilities               559                -         13           764                -          - 
----------------------  -----------  ---------------  ---------   -----------  ---------------  --------- 
 

1 Others include Standard Chartered Bank (Singapore) Limited, Standard Chartered Holdings Limited and Standard Chartered I H Limited

Associate and joint ventures

The following transactions with related parties are on an arm's length basis:

 
                                                 2020        2019 
                                             $million    $million 
-----------------------------------------  ----------  ---------- 
Assets 
Loans and advances                                  5           2 
Debt securities                                     -          79 
-----------------------------------------  ----------  ---------- 
Total assets                                        5          81 
-----------------------------------------  ----------  ---------- 
 
Liabilities 
Deposits                                        1,061         225 
Derivative liabilities                              5           - 
-----------------------------------------  ----------  ---------- 
Total liabilities                               1,066         225 
-----------------------------------------  ----------  ---------- 
Loan commitments and other guarantees(1)           55          53 
-----------------------------------------  ----------  ---------- 
 

1 The maximum loan commitments and other guarantees during the year was $55 million

On 26 March 2020, the Group entered into an investment agreement and shareholders' agreement with Clifford Capital Holdings Pte. Ltd (a related party of the Group), the special purpose vehicles wholly owned by Temasek (namely, Kovan Investments Pte. Ltd. and Aranda Investments Pte. Ltd.), DBS Bank Ltd., Sumitomo Mitsui Banking Corporation, Prudential Assurance Company Singapore (Pte) Limited, and John Hancock Life Insurance Company (U.S.A.), with Asian Development Bank subsequently joining as a party. This transaction is considered to be a related party transaction under IAS 24. This transaction also constitutes a connected transaction under Chapter 14A of the Hong Kong Listing Rules and has complied with the requirements of that Chapter. Further details of the transaction are set out in the Annual Report.

Other than as disclosed in the Annual Report, there were no other transactions, arrangements or agreements outstanding for any director, connected person or officer of the Company which have to be disclosed under the Act, the rules of the UK Listing Authority or the Hong Kong Listing Rules.

37. Post balance sheet events

On 14 January 2021, Standard Chartered PLC issued $1,250 million fixed rate Additional Tier 1 (AT1) securities. On 14 January 2021, Standard Chartered PLC also issued $1,500 million 0.991 per cent senior debt due 2025 and $1,500 million 1.456 per cent senior debt due 2027.

Following the publication of recent PRA guidance, the Board has recommended a final ordinary dividend for 2020 of 9 cents a share or $284 million. The Board has also decided to carry out a share buy-back for up to a maximum consideration of $254 million to further reduce the number of ordinary shares in issue by cancelling the repurchased shares.

Nine vessels within the ship leasing business, disclosed as held for sale at year end, were sold in January 2021.

38. Auditor's remuneration

Auditor's remuneration is included within other general administration expenses. The amounts paid by the Group to their principal auditor, Ernst & Young LLP and its associates (together Ernst & Young LLP), are set out below. All services are approved by the Group Audit Committee and are subject to controls to ensure the external auditor's independence is unaffected by the provision of other services.

 
                                                            2020        2019 
                                                        $million    $million 
----------------------------------------------------  ----------  ---------- 
Audit fees for the Group statutory audit                    11.0        10.0 
Fees payable to EY/KPMG for other services provided 
 to the Group: 
  Audit of Standard Chartered PLC subsidiaries               9.9         8.4 
----------------------------------------------------  ----------  ---------- 
Total audit fees                                            20.9        18.4 
Audit-related assurance services                             5.1         7.6 
Other assurance services                                     2.1         0.1 
Other non-audit services                                     0.1           - 
Corporate finance transaction services                       0.4         0.6 
----------------------------------------------------  ----------  ---------- 
Total fees payable                                          28.6        26.7 
----------------------------------------------------  ----------  ---------- 
 

The following is a description of the type of services included within the categories listed above:

-- Audit fees for the Group statutory audit are in respect of fees payable to Ernst & Young LLP for the statutory audit of the consolidated financial statements of the Group and the separate financial statements of Standard Chartered PLC

-- Audit-related fees consist of fees such as those for services required by law or regulation to be provided by the auditor, reviews of interim financial information, reporting on regulatory returns, reporting to a regulator on client assets and extended work performed over financial information and controls authorised by those charged with governance

-- Other assurance services include agreed-upon-procedures in relation to statutory and regulatory filings

-- Corporate finance transaction services are fees payable to Ernst & Young LLP for issuing comfort letters

Expenses for costs incurred and disbursements made in respect of their role as auditor, were reimbursed to EY. Such expenses since their appointment on 31 March 2020, did not exceed 1% of total fees charged above.

39. Standard Chartered PLC (Company)

Group reorganisation

The Board of the Group approved in 2018 an in principle group reorganisation which would result in Standard Chartered Bank (SCB) transferring its ordinary shares in Standard Chartered Bank (Hong Kong) Limited (SCB HK), Standard Chartered Bank (China) Limited (SCB China), Standard Chartered NEA Limited (SC NEA) and Standard Chartered Bank (Taiwan) Limited (SCB TW) to other entities within the Standard Chartered PLC Group.

On 4 March 2019, SCB transferred via a dividend in specie its ordinary shares in SCB HK to Standard Chartered Holdings Limited (SCH). SCH in turn transferred via a dividend in specie 100% of the ordinary shares of SCB HK to Standard Chartered PLC (SC PLC), the Group's ultimate parent.

On 1 June 2019, the Company transferred its shareholding in SCB China to SCB HK in exchange for ordinary shares in SCB HK. On 3 June 2019, the Company transferred via dividend in specie such SCB HK shares to SCH and in turn, SCH transferred via dividend in specie such SCB HK shares to SC PLC.

On 1 October 2019, the Company transferred its ordinary shares in SC NEA, the holding company of Standard Chartered Bank Korea Limited, to SCB HK, and on the same day, its ordinary shares in SCB TW to SC NEA.

All of the transfers were done on a fair value basis in the Standard Chartered PLC (Company) accounts. The result of these transfers was an increase in Investment in Subsidiaries and corresponding dividend income of $20,989 million. This resulted in an increase to retained earnings but no change to distributable reserves.

Classification and measurement of financial instruments

 
                                        2020                                              2019 
----------------  ------------------------------------------------  ------------------------------------------------ 
                                            Non-trading                                       Non-trading 
                                            mandatorily                                       mandatorily 
                                                at fair                                           at fair 
                                                  value                                             value 
                   Derivatives                  through              Derivatives                  through 
                          held  Amortised        profit                     held  Amortised        profit 
                   for hedging       cost       or loss      Total   for hedging       cost       or loss      Total 
Financial assets      $million   $million      $million   $million      $million   $million      $million   $million 
----------------  ------------  ---------  ------------  ---------  ------------  ---------  ------------  --------- 
Derivatives                971          -             -        971           229          -             -        229 
Investment 
 securities                  -     11,146        12,783     23,929             -     13,665        4,5021     18,167 
Amounts owed by 
 subsidiary 
 undertakings                -     12,283             -     12,283             -     11,622             -     11,622 
----------------  ------------  ---------  ------------  ---------  ------------  ---------  ------------  --------- 
Total                      971     23,429        12,783     37,183           229     25,287         4,502     30,018 
----------------  ------------  ---------  ------------  ---------  ------------  ---------  ------------  --------- 
 

1 Standard Chartered Bank, Standard Chartered Bank (Hong Kong) Limited and Standard Chartered Bank (Singapore) Limited issued Loss Absorbing Capacity (LAC) eligible debt securities

Instruments classified as amortised cost are recorded in Stage 1.

Derivatives held for hedging are held at fair value and are classified as Level 2 while the counterparty is Standard Chartered Bank and Standard Chartered Bank (Hong Kong) Limited.

Debt securities comprise corporate securities issued by Standard Chartered Bank and have a fair value equal to carrying value of $11,146 million (31 December 2019: $13,665 million).

In 2020 and 2019, amounts owed by Subsidiary undertakings have a fair value equal to carrying value.

 
                                           2020                                            2019 
--------------------  ----------------------------------------------  ---------------------------------------------- 
                                               Designated                                      Designated 
                                                  at fair                                         at fair 
                                                    value                                           value 
                       Derivatives                through              Derivatives                through 
                              held  Amortised      profit                     held  Amortised      profit 
Financial              for hedging       cost     or loss      Total   for hedging       cost     or loss      Total 
liabilities               $million   $million    $million   $million      $million   $million    $million   $million 
--------------------  ------------  ---------  ----------  ---------  ------------  ---------  ----------  --------- 
Derivatives                    360          -           -        360           738          -           -        738 
Debt securities in 
 issue                           -     20,701       5,266     25,967             -     19,713         112     19,825 
Subordinated 
 liabilities 
 and other borrowed 
 funds                           -     14,783       1,286     16,069             -     14,588           -     14,588 
Amounts owed to 
 subsidiary 
 undertakings                    -        212           -        212             -         26           -         26 
--------------------  ------------  ---------  ----------  ---------  ------------  ---------  ----------  --------- 
Total                          360     35,696       6,552     42,608           738     34,327         112     35,177 
--------------------  ------------  ---------  ----------  ---------  ------------  ---------  ----------  --------- 
 

Derivatives held for hedging are held at fair value and are classified as Level 2 while the counterparty is Standard

Chartered Bank.

The fair value of debt securities in issue is $21,231 million (31 December 2019: $20,030 million) and have fair value equal to carrying value.

The fair value of subordinated liabilities and other borrowed funds is $15,792 million (31 December 2019: $15,238 million).

Derivative financial instruments

 
                                             2020                                2019 
----------------------------  ----------------------------------  ---------------------------------- 
                                Notional                            Notional 
                               principal                           principal 
                                 amounts     Assets  Liabilities     amounts     Assets  Liabilities 
Derivatives                     $million   $million     $million    $million   $million     $million 
----------------------------  ----------  ---------  -----------  ----------  ---------  ----------- 
Foreign exchange derivative 
 contracts: 
Forward foreign exchange           3,300        126          125           -         17            - 
Currency swaps                     3,895         17          186       5,114          -          642 
Other foreign exchange 
 (OTC)                                 -          -            -       1,564         34            - 
Interest rate derivative 
 contracts: 
Swaps                             14,677        777            -      13,201        178           96 
Forward rate agreements 
 and options                         394         51           49           -          -            - 
----------------------------  ----------  ---------  -----------  ----------  ---------  ----------- 
Total                             22,266        971          360      19,879        229          738 
----------------------------  ----------  ---------  -----------  ----------  ---------  ----------- 
 

Credit risk

Maximum exposure to credit risk

 
                                                2020        2019 
                                            $million    $million 
----------------------------------------  ----------  ---------- 
Derivative financial instruments                 971         229 
Debt securities                               23,929      18,167 
Amounts owed by subsidiary undertakings       12,283      11,622 
----------------------------------------  ----------  ---------- 
Total                                         37,183      30,018 
----------------------------------------  ----------  ---------- 
 

In 2020 and 2019, amounts owed by Subsidiary undertakings were neither past due nor impaired; the Company had no individually impaired loans.

In 2020 and 2019, the Company had no impaired debt securities. The debt securities held by the Company are issued by Standard Chartered Bank (Hong Kong) Limited and by Standard Chartered Bank (Singapore) Limited, subsidiary undertaking with credit ratings of A+/A/A1.

There is no material expected credit loss on these instruments as they are Stage 1 assets, short term in nature and of a high quality.

Liquidity risk

The following table analyses the residual contractual maturity of the assets and liabilities of the Company on a

discounted basis:

 
                                                                   2020 
-------------------  ------------------------------------------------------------------------------------------------- 
                                  Between               Between                                        More 
                                      one    Between        six    Between    Between    Between       than 
                                    month      three     months       nine        one        two       five 
                                      and     months        and     months       year      years      years 
                     One month      three    and six       nine    and one    and two   and five        and 
                       or less     months     months     months       year      years      years    undated      Total 
                      $million   $million   $million   $million   $million   $million   $million   $million   $million 
-------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  --------- 
Assets 
Derivative 
 financial 
 instruments               136          -          -          -         21          3        326        485        971 
Investment 
 securities                  -          -          -          -          -      4,247      4,770     14,912     23,929 
Amount owed by 
 subsidiary 
 undertakings              574        600      1,355        975          -      2,370      3,300      3,109     12,283 
Investments in 
 Subsidiary 
 undertakings                -          -          -          -          -          -          -     57,407     57,407 
Other assets                 -          -          -          -          -          -          -          9          9 
-------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  --------- 
Total assets               710        600      1,355        975         21      6,620      8,396     75,922     94,599 
-------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  --------- 
 
Liabilities 
Derivative 
 financial 
 instruments               138          -        114          -          -         10         50         48        360 
Senior debt              1,000          -      1,230        436          -      2,760      9,950     10,591     25,967 
Amount owed to 
 subsidiary 
 undertakings                -          -          -          -          -          -          -        212        212 
Other liabilities          179        126         92         12         10          -          -         46        465 
Subordinated 
 liabilities 
 and other borrowed 
 funds                       -          -          -          -          -      1,956      3,710     10,403     16,069 
-------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  --------- 
Total liabilities        1,317        126      1,436        448         10      4,726     13,710     21,300     43,073 
-------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  --------- 
Net liquidity 
 gap                     (607)        474       (81)        527         11      1,894    (5,314)     54,622     51,526 
-------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  --------- 
 
 
                                                                   2019 
------------------  -------------------------------------------------------------------------------------------------- 
                                                        Between                          Between       More 
                                  Between    Between        six    Between    Between        two       than 
                                      one      three     months       nine        one      years       five 
                                    month     months        and     months       year        and      years 
                    One month   and three    and six       nine    and one    and two       five        and 
                      or less      months     months     months       year      years      years    undated      Total 
                     $million    $million   $million   $million   $million   $million   $million   $million   $million 
------------------  ---------  ----------  ---------  ---------  ---------  ---------  ---------  ---------  --------- 
Assets 
Derivative 
 financial 
 instruments               34           -          1          -          -          8         52        134        229 
Investment 
 securities                 -           -          -          -          -          -      7,024     11,143     18,167 
Amount owed by 
 subsidiary 
 undertakings               -           5      2,104          -          -      1,025      5,249      3,239     11,622 
Investments in 
 Subsidiary 
 undertakings               -           -          -          -          -          -          -     58,037     58,037 
Other assets                -           -          -          -          -          -          -         15         15 
------------------  ---------  ----------  ---------  ---------  ---------  ---------  ---------  ---------  --------- 
Total assets               34           5      2,105          -          -      1,033     12,325     72,568     88,070 
------------------  ---------  ----------  ---------  ---------  ---------  ---------  ---------  ---------  --------- 
 
Liabilities 
Derivative 
 financial 
 instruments                -           -          3          -        286        229        127         93        738 
Senior debt                 -           -      2,104          -          -      2,547      7,734      7,328     19,713 
Other debt 
securities 
in issue                    -           -          -          -          -          -          -          -          - 
Amount owed to 
 subsidiary 
 undertakings               -           -          -          -          -          -          -         26         26 
Other liabilities         298          86         68          7         20          -          -         36        515 
Subordinated 
 liabilities 
 and other 
 borrowed 
 funds                      -           -          -          -          -          -      5,478      9,110     14,588 
------------------  ---------  ----------  ---------  ---------  ---------  ---------  ---------  ---------  --------- 
Total liabilities         298          86      2,175          7        306      2,776     13,339     16,593     35,580 
------------------  ---------  ----------  ---------  ---------  ---------  ---------  ---------  ---------  --------- 
Net liquidity 
 gap                    (264)        (81)       (70)        (7)      (306)    (1,743)    (1,014)     55,975     52,490 
------------------  ---------  ----------  ---------  ---------  ---------  ---------  ---------  ---------  --------- 
 

Financial liabilities on an undiscounted basis

 
                                                                   2020 
-------------------  ------------------------------------------------------------------------------------------------- 
                                  Between               Between                          Between       More 
                                      one    Between        six    Between    Between        two       than 
                                    month      three     months       nine        one      years       five 
                                      and     months        and     months       year        and      years 
                     One month      three    and six       nine    and one    and two       five        and 
                       or less     months     months     months       year      years      years    undated      Total 
                      $million   $million   $million   $million   $million   $million   $million   $million   $million 
-------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  --------- 
Derivative 
 financial 
 instruments               138          -        114          -          -         10         50         48        360 
Debt securities 
 in issue                1,000         11      1,517        446        317      3,350     11,225     11,783     29,649 
Subordinated 
 liabilities 
 and other borrowed 
 funds                       -          -        239          -        359      2,567      5,069     14,700     22,934 
Other liabilities            -          -          -          -          -          -          -         36         36 
-------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  --------- 
Total liabilities        1,138         11      1,870        446        676      5,927     16,344     26,567     52,979 
-------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  --------- 
 
 
                                                                  2019 
-----------------  --------------------------------------------------------------------------------------------------- 
                                                       Between                           Between       More 
                                 Between    Between        six    Between     Between        two       than 
                                     one      three     months       nine         one      years       five 
                                   month     months        and     months        year        and      years 
                   One month   and three    and six       nine    and one         and       five        and 
                     or less      months     months     months       year   two years      years    undated      Total 
                    $million    $million   $million   $million   $million    $million   $million   $million   $million 
-----------------  ---------  ----------  ---------  ---------  ---------  ----------  ---------  ---------  --------- 
Derivative 
 financial 
 instruments               -           -          3          -        286         229        127         93        738 
Debt securities 
 in issue                  -          18      2,331         18        250       3,030      8,879      8,145     22,671 
Subordinated 
 liabilities 
 and other 
 borrowed 
 funds                     -           -        221         26        361         618      7,002     14,166     22,394 
Other liabilities        172          86         68          7         20           -          -         13        366 
-----------------  ---------  ----------  ---------  ---------  ---------  ----------  ---------  ---------  --------- 
Total liabilities        172         104      2,623         51        917       3,877     16,008     22,417     46,169 
-----------------  ---------  ----------  ---------  ---------  ---------  ----------  ---------  ---------  --------- 
 

40. Related undertakings of the Group

As at 31 December 2020, the Group's interests in related undertakings are disclosed below. Unless otherwise stated, the share capital disclosed comprises ordinary or common shares which are held by subsidiaries of the Group. Standard Chartered Bank (Hong Kong) Limited, Standard Chartered Funding (Jersey) Limited, Stanchart Nominees Limited, Standard Chartered Holdings Limited and Standard Chartered Nominees Limited are directly held subsidiaries, all other related undertakings are held indirectly. Unless otherwise stated, the principal country of operation of each subsidiary is the same as its country of incorporation. Note 32 details undertakings that have a significant contribution to the Group's net profit or net assets.

Subsidiary undertakings

 
                                                                                     Proportion 
                                                                                      of shares 
                                         Country of                                        held 
Name and registered address               incorporation   Description of shares             (%) 
---------------------------------------  ---------------  -------------------------  ---------- 
The following companies have the 
 address of 1 Basinghall Avenue, 
 London, EC2V 5DD, United Kingdom 
FinVentures UK Limited                   United Kingdom   $1.00 Ordinary shares             100 
                                                          GBP1.00 Ordinary 
Pembroke Aircraft Leasing (UK) Limited   United Kingdom    shares                           100 
                                                          GBP1.00 Ordinary 
SC (Secretaries) Limited                 United Kingdom    shares                           100 
                                                          GBP1.00 Ordinary 
SC Transport Leasing 1 Limited           United Kingdom    shares                           100 
                                                          GBP1.00 Ordinary 
SC Transport Leasing 2 Limited           United Kingdom    shares                           100 
SC Ventures Innovation Investment                         Limited Partnership 
 L.P.                                    United Kingdom    interest                         100 
                                                          GBP0.10 Ordinary 
SCMB Overseas Limited                    United Kingdom    shares                           100 
                                                          GBP1.00 Ordinary 
Stanchart Nominees Limited               United Kingdom    shares                           100 
                                                          GBP1.00 Ordinary 
Standard Chartered Africa Limited        United Kingdom    shares                           100 
                                                          -------------------------  ---------- 
                                                          $0.01 Non-Cumulative 
                                                           Irredeemable Preference 
Standard Chartered Bank                  United Kingdom    shares                           100 
  $5.00 Non-Cumulative 
   Redeemable Preference 
   shares                                                                                   100 
  $1.00 Ordinary shares                                                                     100 
  ---------------------------------------------------------------------------------  ---------- 
Standard Chartered Foundation1           United Kingdom   Guarantor                         100 
Standard Chartered Health Trustee                         GBP1.00 Ordinary 
 (UK) Limited                            United Kingdom    shares                           100 
Standard Chartered Holdings Limited      United Kingdom   $2.00 Ordinary shares             100 
Standard Chartered I H Limited           United Kingdom   $1.00 Ordinary shares             100 
Standard Chartered Leasing (UK) 
 2 Limited                               United Kingdom   $1.00 Ordinary shares             100 
Standard Chartered Leasing (UK) 
 3 Limited                               United Kingdom   $1.00 Ordinary shares             100 
Standard Chartered Leasing (UK) 
 Limited                                 United Kingdom   $1.00 Ordinary shares             100 
Standard Chartered NEA Limited           United Kingdom   $1.00 Ordinary shares             100 
                                                          GBP1.00 Ordinary 
Standard Chartered Nominees Limited      United Kingdom    shares                           100 
Standard Chartered Nominees (Private 
 Clients UK) Limited                     United Kingdom   $1.00 Ordinary shares             100 
Standard Chartered Overseas Holdings                      GBP1.00 Ordinary 
 Limited                                 United Kingdom    shares                           100 
Standard Chartered Securities (Africa) 
 Holdings Limited                        United Kingdom   $1.00 Ordinary shares             100 
Standard Chartered Trustees (UK)                          GBP1.00 Ordinary 
 Limited                                 United Kingdom    shares                           100 
                                                          GBP10.00 Ordinary 
Standard Chartered UK Holdings Limited   United Kingdom    shares                           100 
The SC Transport Leasing Partnership                      Limited Partnership 
 1                                       United Kingdom    interest                         100 
The SC Transport Leasing Partnership                      Limited Partnership 
 2                                       United Kingdom    interest                         100 
The SC Transport Leasing Partnership                      Limited Partnership 
 3                                       United Kingdom    interest                         100 
The SC Transport Leasing Partnership                      Limited Partnership 
 4                                       United Kingdom    interest                         100 
                                                          Limited Partnership 
The BW Leasing Partnership 1 LP1         United Kingdom    interest                         100 
                                                          Limited Partnership 
The BW Leasing Partnership 2 LP1         United Kingdom    interest                         100 
                                                          Limited Partnership 
The BW Leasing Partnership 3 LP1         United Kingdom    interest                         100 
                                                          Limited Partnership 
The BW Leasing Partnership 4 LP1         United Kingdom    interest                         100 
                                                          Limited Partnership 
The BW Leasing Partnership 5 LP1         United Kingdom    interest                         100 
---------------------------------------  ---------------  -------------------------  ---------- 
The following companies have the 
 address of 2 More London Riverside, 
 London SE1 2JT, United Kingdom 
                                                          Limited Partnership 
Bricks (C&K) LP1                         United Kingdom    interest                         100 
                                                          Limited Partnership 
Bricks (C) LP1                           United Kingdom    interest                         100 
                                                          Limited Partnership 
Bricks (T) LP1                           United Kingdom    interest                         100 
---------------------------------------  ---------------  -------------------------  ---------- 
The following company has the address 
 of 8th Floor, 20 Farringdon Street, 
 London, EC4A 4AB, United Kingdom 
                                                          GBP1.00 Ordinary 
SC Ventures G.P. Limited                 United Kingdom    shares                           100 
---------------------------------------  ---------------  -------------------------  ---------- 
 
 
The following companies have the 
 address of TMF Group, 8th Floor, 
 20 Farringdon Street, London, EC4A 
 4AB, United Kingdom. 
Zodia Custody Limited                        United Kingdom      $1.00 Ordinary shares    100 
Zodia Holdings Limited                       United Kingdom      $1.00 Ordinary shares    100 
-------------------------------------------  ------------------  ----------------------  ---- 
The following company has the address 
 of Rua Gamal Abdel Nasser, Edificio 
 Tres Torres, Eixo Viario, Distrito 
 Urbano da Ingombota, Municipio de 
 Luanda, Provincia de Luanda, Angola 
                                                                 AOK8,742.05 Ordinary 
Standard Chartered Bank Angola S.A.          Angola               shares                   60 
-------------------------------------------  ------------------  ----------------------  ---- 
The following company has the address 
 of Level 5, 345 George St, Sydney 
 NSW 2000, Australia 
Standard Chartered Grindlays Pty 
 Limited                                     Australia           AUD Ordinary shares      100 
-------------------------------------------  ------------------  ----------------------  ---- 
The following companies have the 
 address of 5th Floor Standard House 
 Bldg, The Mall, Queens Road, PO 
 Box 496, Gaborone, Botswana 
Standard Chartered Bank Insurance 
 Agency (Proprietary) Limited                Botswana            BWP Ordinary shares      100 
Standard Chartered Investment Services 
 (Proprietary) Limited                       Botswana            BWP Ordinary shares      100 
Standard Chartered Bank Botswana 
 Limited                                     Botswana            BWP Ordinary shares     75.8 
Standard Chartered Botswana Education 
 Trust2                                      Botswana            Interest in trust        100 
Standard Chartered Botswana Nominees 
 (Proprietary) Limited                       Botswana            BWP Ordinary shares      100 
-------------------------------------------  ------------------  ----------------------  ---- 
The following company has the address 
 of Avenida Brigadeiro Faria Lima, 
 no 3.477, 6 andar, conjunto 62 - 
 Torre Norte, Condominio Patio Victor 
 Malzoni, CEP 04538-133, São 
 Paulo, Brazil 
Standard Chartered Participacoes                                 BRL1.00 Ordinary 
 Ltda                                        Brazil               shares                  100 
-------------------------------------------  ------------------  ----------------------  ---- 
The following company has the address 
 of Avenida Brigadeiro Faria Lima, 
 3600 - 7deg andar, conj 72 04538-132, 
 São Paulo, Brazil. 
Standard Chartered Representação                       BRL1.00 Ordinary 
 Ltda                                        Brazil               shares                  100 
-------------------------------------------  ------------------  ----------------------  ---- 
The following company has the address 
 of G01-02, Wisma Haji Mohd Taha 
 Building, Jalan Gadong, BE4119, 
 Brunei Darussalam 
Standard Chartered Securities (B)                                BND1.00 Ordinary 
 Sdn Bhd                                     Brunei Darussalam    shares                  100 
-------------------------------------------  ------------------  ----------------------  ---- 
The following company has the address 
 of 1155, Boulevard de la Liberté, 
 Douala, B.P. 1784, Cameroon 
Standard Chartered Bank Cameroon                                 XAF10,000.00 Ordinary 
 S.A                                         Cameroon             shares                  100 
-------------------------------------------  ------------------  ----------------------  ---- 
The following company has the address 
 of Maples Corporate Services Limited, 
 PO Box 309, Ugland House, Grand 
 Cayman KY1-1104, Cayman Islands 
                                                                 Limited Partnership 
Cerulean Investments LP                      Cayman Islands       interest                100 
-------------------------------------------  ------------------  ----------------------  ---- 
The following company has the address 
 of Maples Finance Limited, PO Box 
 1093 GT, Queensgate House, Georgetown, 
 Grand Cayman, Cayman Islands 
                                                                 $1,000.00 A Ordinary 
SCB Investment Holding Company Limited       Cayman Islands       shares                  100 
-------------------------------------------  ------------------  ----------------------  ---- 
The following company has the address 
 of Walkers Corporate Limited, Cayman 
 Corporate Centre, 27 Hospital Road 
 George Town, Grand Cayman KY1-9008, 
 Cayman Islands 
Sirat Holdings Limited                       Cayman Islands      $0.01 Ordinary shares    100 
-------------------------------------------  ------------------  ----------------------  ---- 
The following company has the address 
 of No. 1034, Managed by Tianjin 
 Dongjiang Secretarial Services Co. 
 Ltd, Room 202, Office Area of Inspection 
 Warehouse, No.6262 Ao Zhou Road, 
 Dongjiang Free Trade Port Zone, 
 Tianjin Pilot Free Trade Zone, China 
Pembroke Aircraft Leasing (Tianjin) 
 Limited3                                    China               $1.00 Ordinary shares    100 
-------------------------------------------  ------------------  ----------------------  ---- 
The following company has the address 
 of No. 1035, Managed by Tianjin 
 Dongjiang Secretarial Services Co. 
 Ltd, Room 202, Office Area of Inspection 
 Warehouse, No.6262 Ao Zhou Road, 
 Dongjiang Free Trade Port Zone, 
 Tianjin Pilot Free Trade Zone, China 
Pembroke Aircraft Leasing Tianjin                                CNY1.00 Ordinary 
 1 Limited3                                  China                shares                  100 
-------------------------------------------  ------------------  ----------------------  ---- 
 
 
The following company has the address 
 of No. 1036, Managed by Tianjin 
 Dongjiang Secretarial Services, 
 Co. Ltd, Room 202, Office Area of 
 Inspection Warehouse, No.6262 Ao 
 Zhou Road, Dongjiang Free Trade 
 Port Zon, Tianjin Pilot Free Trade 
 Zone, China 
Pembroke Aircraft Leasing Tianjin                                CNY1.00 Ordinary 
 2 Limited3                                      China            shares                    100 
-----------------------------------------------  --------------  -----------------------  ----- 
The following company has the address 
 of Standard Chartered Tower, 201 
 Century Avenue, Pudong, Shanghai 
 200120, China 
Standard Chartered Bank (China) 
 Limited3                                        China           CNY Ordinary shares        100 
The following company has the address 
 of 26F, Fortune Financial Centre, 
 #5, Dong San Huan Zhong Lu, Chaoyang 
 District, Beijing, P. R. China. 
Standard Chartered Corporate Advisory 
 Co. Ltd3                                        China           $1.00 Ordinary shares      100 
-----------------------------------------------  --------------  -----------------------  ----- 
The following company has the address 
 of No. 35, Xinhuanbei Road, TEDA, 
 Tianjin, 300457, China 
Standard Chartered Global Business 
 Services Co. Limited3                           China           $ Ordinary shares          100 
-----------------------------------------------  --------------  -----------------------  ----- 
The following companies have the 
 address of Units 61-65 (Office use 
 only), Self-numbered Room 01-04, 
 Room 901, No 6, Zhujiang East Road, 
 Tianhe District, Guangzhou City, 
 Guangdong Province, China 
Standard Chartered (Guangzhou) Business 
 Management Co. Ltd.3                            China           $ Ordinary shares          100 
Standard Chartered Global Business 
 Services (Guangzhou) Co. Ltd.3                  China           $ Ordinary shares          100 
-----------------------------------------------  --------------  -----------------------  ----- 
The following company has the address 
 of Standard Chartered Bank Cote 
 d'Ivoire, 23 Boulevard de la République, 
 Abidjan 17, 17 B.P. 1141, Cote d'Ivoire 
Standard Chartered Bank Cote d'                                  XOF100,000.00 Ordinary 
 Ivoire SA                                       Cote d'Ivoire    shares                    100 
-----------------------------------------------  --------------  -----------------------  ----- 
The following company has the address 
 of Standard Chartered Bank France, 
 32 Rue de Monceau, 75008, Paris, 
 France 
                                                                 EUR1.00 Ordinary 
Pembroke Lease France SAS                        France           shares                    100 
-----------------------------------------------  --------------  -----------------------  ----- 
The following company has the address 
 of 8 Ecowas Avenue, Banjul, Gambia 
                                                                 GMD1.00 Ordinary 
Standard Chartered Bank Gambia Limited           Gambia           shares                  74.85 
-----------------------------------------------  --------------  -----------------------  ----- 
The following company has the address 
 of Taunusanlage 16, 60325, Frankfurt 
 am Main, Germany 
Standard Chartered Bank AG                       Germany         EUR Ordinary shares        100 
-----------------------------------------------  --------------  -----------------------  ----- 
The following companies have the 
 address of Standard Chartered Bank 
 Building, 87 Independence Avenue, 
 P.O. Box 768, Accra, Ghana 
                                                                 -----------------------  ----- 
Standard Chartered Bank Ghana PLC                Ghana           GHS Ordinary shares       69.4 
  GHS0.52 Preference 
   shares                                                                                  87.0 
  --------------------------------------------------------------------------------------  ----- 
Standard Chartered Ghana Nominees 
 Limited                                         Ghana           GHS Ordinary shares        100 
-----------------------------------------------  --------------  -----------------------  ----- 
The following company has the address 
 of Standard Chartered Bank Ghana 
 Limited, 87, Independence Avenue, 
 Post Office Box 678, Accra, Ghana 
Standard Chartered Wealth Management 
 Limited Company                                 Ghana           GHS Ordinary shares        100 
-----------------------------------------------  --------------  -----------------------  ----- 
The following company has the address 
 of 15/F, Standard Chartered Tower, 
 388 Kwun Tong Road, Kwun Tong, Kowloon, 
 Hong Kong 
Horsford Nominees Limited                        Hong Kong       HKD Ordinary shares        100 
-----------------------------------------------  --------------  -----------------------  ----- 
The following companies have the 
 address of 14th Floor, One Taikoo 
 Place, 979 King's Road, Quarry Bay, 
 Hong Kong. 
Kozagi Limited                                   Hong Kong       HKD Ordinary shares        100 
Standard Chartered PF Real Estate 
 (Hong Kong) Limited                             Hong Kong       $ Ordinary shares          100 
-----------------------------------------------  --------------  -----------------------  ----- 
 
 
The following companies have the 
 address of 25/F, Standard Chartered 
 Bank Building, 4-4A Des Voeux Road, 
 Central, Hong Kong 
Marina Acacia Shipping Limited             Hong Kong   $ Ordinary shares        100 
Marina Amaryllis Shipping Limited          Hong Kong   $ Ordinary shares        100 
Marina Amethyst Shipping Limited           Hong Kong   $ Ordinary shares        100 
Marina Ametrine Shipping Limited           Hong Kong   $ Ordinary shares        100 
Marina Angelite Shipping Limited           Hong Kong   $ Ordinary shares        100 
Marina Apollo Shipping Limited             Hong Kong   $ Ordinary shares        100 
Marina Beryl Shipping Limited              Hong Kong   $ Ordinary shares        100 
Marina Carnelian Shipping Limited          Hong Kong   $ Ordinary shares        100 
Marina Emerald Shipping Limited            Hong Kong   $ Ordinary shares        100 
Marina Flax Shipping Limited               Hong Kong   $ Ordinary shares        100 
Marina Gloxinia Shipping Limited           Hong Kong   $ Ordinary shares        100 
Marina Hazel Shipping Limited              Hong Kong   $ Ordinary shares        100 
                                                       ----------------------  ---- 
Marina Honor Shipping Limited              Hong Kong   HKD Ordinary shares      100 
  $ Ordinary shares                                                             100 
  ---------------------------------------------------------------------------  ---- 
Marina Ilex Shipping Limited               Hong Kong   $ Ordinary shares        100 
Marina Iridot Shipping Limited             Hong Kong   $ Ordinary shares        100 
Marina Kunzite Shipping Limited            Hong Kong   $ Ordinary shares        100 
Marina Leasing Limited                     Hong Kong   $ Ordinary shares        100 
Marina Mimosa Shipping Limited             Hong Kong   $ Ordinary shares        100 
Marina Moonstone Shipping Limited          Hong Kong   $ Ordinary shares        100 
Marina Peridot Shipping Limited            Hong Kong   $ Ordinary shares        100 
Marina Sapphire Shipping Limited           Hong Kong   $ Ordinary shares        100 
                                                       ----------------------  ---- 
Marina Splendor Shipping Limited           Hong Kong   HKD Ordinary shares      100 
  $ Ordinary shares                                                             100 
  ---------------------------------------------------------------------------  ---- 
Marina Tourmaline Shipping Limited         Hong Kong   $ Ordinary shares        100 
Standard Chartered Leasing Group 
 Limited                                   Hong Kong   $ Ordinary shares        100 
Standard Chartered Trade Support 
 (HK) Limited                              Hong Kong   HKD Ordinary shares      100 
-----------------------------------------  ----------  ----------------------  ---- 
The following companies have the 
 address of 3/F Standard Chartered 
 Bank Building, 4-4A Des Voeux Road 
 Central, 
 Hong Kong 
Standard Chartered Private Equity 
 Limited                                   Hong Kong   HKD Ordinary shares      100 
Standard Chartered Private Equity 
 Managers (Hong Kong) Limited              Hong Kong   HKD Ordinary shares      100 
-----------------------------------------  ----------  ----------------------  ---- 
The following company has the address 
 of 13/F, Standard Chartered Bank 
 Building, 4-4A Des Voeux Road, Central, 
 Hong Kong 
Standard Chartered Trust (Hong Kong) 
 Limited                                   Hong Kong   HKD Ordinary shares      100 
-----------------------------------------  ----------  ----------------------  ---- 
The following company has the address 
 of 15/F, Two International Finance 
 Centre, No. 8 Finance Street, Central, 
 Hong Kong 
Standard Chartered Securities (Hong 
 Kong) Limited                             Hong Kong   HKD Ordinary shares      100 
-----------------------------------------  ----------  ----------------------  ---- 
The following company has the address 
 of 21/F, Standard Chartered Tower, 
 388 Kwun Tong Road, Kwun Tong, Kowloon, 
 Hong Kong 
                                                       ----------------------  ---- 
Standard Chartered Asia Limited            Hong Kong   HKD Deferred shares      100 
-----------------------------------------  ---------- 
  HKD Ordinary shares                                                           100 
 
  $ Ordinary shares                                                             100 
  ---------------------------------------------------------------------------  ---- 
The following companies have the 
 address of 32/F, Standard Chartered 
 Bank Building, 4-4A Des Voeux Road, 
 Central, Hong Kong 
                                                       ----------------------  ---- 
Standard Chartered Bank (Hong Kong) 
 Limited                                   Hong Kong   HKD A Ordinary shares    100 
  HKD B Ordinary shares                                                         100 
  $ D Ordinary shares                                                           100 
  $ C Ordinary shares                                                           100 
  ---------------------------------------------------------------------------  ---- 
Mox Bank Limited                           Hong Kong   HKD Ordinary shares     65.1 
-----------------------------------------  ----------  ----------------------  ---- 
 
 
The following company has the address 
 of 1st Floor, Europe Building, No.1, 
 Haddows Road, Nungambakkam, Chennai, 
 600 006, India 
Standard Chartered Global Business 
 Services Private Limited                   India     INR10.00 Equity shares     100 
------------------------------------------  --------  -----------------------  ----- 
The following company has the address 
 of 90 M.G.Road, II Floor, Fort, 
 Mumbai, Maharashtra, 400 001, India 
Standard Chartered Finance Private                    INR10.00 Ordinary 
 Limited                                    India      shares                  98.68 
------------------------------------------  --------  -----------------------  ----- 
The following company has the address 
 of Crescenzo, 6th Floor, Plot No 
 38-39, G Block, Bandra Kurla Complex, 
 Bandra East, Mumbai, Maharashtra, 
 400051, India 
Standard Chartered Investments and                    INR10.00 Ordinary 
 Loans (India) Limited                      India      shares                    100 
------------------------------------------  --------  -----------------------  ----- 
The following company has the address 
 of Crescenzo, 3A Floor, Plot No 
 38-39, G Block, Bandra Kurla Complex, 
 Bandra East, Mumbai, Maharashtra, 
 400051, India 
Standard Chartered Private Equity                     INR1,000.00 Ordinary 
 Advisory (India) Private Limited           India      shares                    100 
------------------------------------------  --------  -----------------------  ----- 
The following company has the address 
 of Second Floor, Indiqube Edge, 
 Khata No. 571/630/6/4, Sy.No.6/4, 
 Ambalipura Village, Varthur Hobli, 
 Marathahalli Sub-Division, Ward 
 No. 150, Bengaluru, 560102, India. 
                                                      -----------------------  ----- 
Standard Chartered Research and                       INR10.00 A Equity 
 Technology India Private Limited           India      shares                    100 
------------------------------------------  -------- 
  INR10.00 Preference 
   shares                                                                        100 
  ---------------------------------------------------------------------------  ----- 
The following company has the address 
 of 2nd Floor, 23-25 M.G. Road, Fort, 
 Mumbai, 400 001, India 
Standard Chartered Securities (India)                 INR10.00 Ordinary 
 Limited                                    India      shares                    100 
------------------------------------------  --------  -----------------------  ----- 
The following company has the address 
 of Ground Floor, Crescenzo Building, 
 G Block, C 38/39 , Bandra Kurla 
 Complex, Bandra (East), Mumbai, 
 Maharashtra, 400051, India 
St Helen's Nominees India Private 
 Limited                                    India     INR10.00 Equity shares     100 
------------------------------------------  --------  -----------------------  ----- 
The following company has the address 
 of Vaishnavi Serenity, First Floor, 
 No. 112, Koramangala Industrial 
 Area, 5th Block, Koramangala, Bangalore, 
 Karnataka, 560095, India 
Standard Chartered (India) Modeling 
 and Analytics Centre Private Limited       India     INR10.00 Equity shares     100 
------------------------------------------  --------  -----------------------  ----- 
The following companies have the 
 address of 32 Molesworth Street, 
 Dublin 2, D02 Y512, Ireland 
                                                      EUR1.00 Ordinary 
Inishbrophy Leasing Limited                 Ireland    shares                    100 
Inishcannon Leasing Limited                 Ireland   $1.00 Ordinary shares      100 
Inishcrean Leasing Limited                  Ireland   $1.00 Ordinary shares      100 
                                                      EUR1.00 Ordinary 
Inishdawson Leasing Limited                 Ireland    shares                    100 
Inisherkin Leasing Limited                  Ireland   $1.00 Ordinary shares      100 
                                                      EUR1.00 Ordinary 
Inishlynch Leasing Limited                  Ireland    shares                    100 
Inishoo Leasing Limited                     Ireland   $1.00 Ordinary shares      100 
Nightjar Limited                            Ireland   $1.00 Ordinary shares      100 
                                                      EUR1.00 Ordinary 
Pembroke Aircraft Leasing 1 Limited         Ireland    shares                    100 
                                                      EUR1.00 Ordinary 
Pembroke Aircraft Leasing 2 Limited         Ireland    shares                    100 
Pembroke Aircraft Leasing 3 Limited         Ireland   $1.00 Ordinary shares      100 
Pembroke Aircraft Leasing 4 Limited         Ireland   $1.00 Ordinary shares      100 
Pembroke Aircraft Leasing 5 Limited         Ireland   $1.00 Ordinary shares      100 
Pembroke Aircraft Leasing 6 Limited         Ireland   $1.00 Ordinary shares      100 
Pembroke Aircraft Leasing 7 Limited         Ireland   $1.00 Ordinary shares      100 
Pembroke Aircraft Leasing 8 Limited         Ireland   $1.00 Ordinary shares      100 
Pembroke Aircraft Leasing 9 Limited         Ireland   $1.00 Ordinary shares      100 
Pembroke Aircraft Leasing 10 Limited        Ireland   $1.00 Ordinary shares      100 
Pembroke Aircraft Leasing 11 Limited        Ireland   $1.00 Ordinary shares      100 
Pembroke Aircraft Leasing 12 Limited        Ireland   $1.00 Ordinary shares      100 
Pembroke Aircraft Leasing 13 Limited        Ireland   $1.00 Ordinary shares      100 
Pembroke Aircraft Leasing 14 Limited        Ireland   $1.00 Ordinary shares      100 
Pembroke Aircraft Leasing 15 Limited        Ireland   $1.00 Ordinary shares      100 
Pembroke Aircraft Leasing 16 Limited        Ireland   $1.00 Ordinary shares      100 
Pembroke Aircraft Leasing Holdings 
 Limited                                    Ireland   $1.00 Ordinary shares      100 
                                                      -----------------------  ----- 
                                                      EUR1.25 Ordinary 
Pembroke Capital Limited                    Ireland    shares                    100 
  $1.00 Ordinary shares                                                          100 
  ---------------------------------------------------------------------------  ----- 
Skua Limited                                Ireland   $1.00 Ordinary shares      100 
------------------------------------------  --------  -----------------------  ----- 
 
 
The following company has the address 
 of First Names House, Victoria Road, 
 Douglas, IM2 4DF, Isle of Man 
Pembroke Group Limited5                    Isle of Man       $0.01 Ordinary shares           100 
-----------------------------------------  ----------------  ----------------------------  ----- 
The following companies have the 
 address of 1st Floor, Goldie House, 
 1-4 Goldie Terrace, Upper Church 
 Street, Douglas, IM1 1EB, Isle of 
 Man 
                                                             ----------------------------  ----- 
Standard Chartered Assurance Limited       Isle of Man       $1.00 Ordinary shares           100 
  $1.00 Redeemable 
   Preference shares                                                                         100 
  ---------------------------------------------------------------------------------------  ----- 
Standard Chartered Insurance Limited6      Isle of Man       $1.00 Ordinary shares           100 
-----------------------------------------  ----------------  ----------------------------  ----- 
The following company has the address 
 of 21/F, Sanno Park Tower, 2-11-1 
 Nagatacho, Chiyoda-ku, Tokyo, 100-6155, 
 Japan 
Standard Chartered Securities (Japan)                        JPY50,000 Ordinary 
 Limited                                   Japan              shares                         100 
-----------------------------------------  ----------------  ----------------------------  ----- 
The following company has the address 
 of 15 Castle Street, St Helier, 
 JE4 8PT, Jersey 
SCB Nominees (CI) Limited                  Jersey            $1.00 Ordinary shares           100 
-----------------------------------------  ----------------  ----------------------------  ----- 
The following company has the address 
 of IFC 5, St Helier, JE1 1ST, Jersey 
Standard Chartered Funding (Jersey)                          GBP1.00 Ordinary 
 Limited6                                  Jersey             shares                         100 
-----------------------------------------  ----------------  ----------------------------  ----- 
The following companies have the 
 address of StandardChartered@Chiromo, 
 Number 48, Westlands Road, 
 P. O. Box 30003 - 00100, Nairobi, 
 Kenya 
Standard Chartered Investment Services                       KES20.00 Ordinary 
 Limited                                   Kenya              shares                         100 
                                                             ----------------------------  ----- 
                                                             KES5.00 Ordinary 
Standard Chartered Bank Kenya Limited      Kenya              shares                       74.32 
  KES5.00 Preference 
   shares                                                                                    100 
  ---------------------------------------------------------------------------------------  ----- 
Standard Chartered Securities (Kenya)                        KES10.00 Ordinary 
 Limited                                   Kenya              shares                         100 
Standard Chartered Financial Services                        KES20.00 Ordinary 
 Limited                                   Kenya              shares                         100 
Standard Chartered Insurance Agency                          KES100.00 Ordinary 
 Limited                                   Kenya              shares                         100 
Standard Chartered Kenya Nominees                            KES20.00 Ordinary 
 Limited                                   Kenya              shares                         100 
-----------------------------------------  ----------------  ----------------------------  ----- 
The following company has the address 
 of M6-2701, West 27Fl, Suha-dong, 
 26, Eulji-ro 5-gil, Jung-gu, Seoul, 
 Korea, Republic of 
                                           Korea, Republic   KRW5,000.00 Ordinary 
Resolution Alliance Korea Ltd4              of                shares                         100 
-----------------------------------------  ----------------  ----------------------------  ----- 
The following companies have the 
 address of 2/F, 47 Jongno, Jongno-gu, 
 Seoul, 110-702, Korea, Republic 
 of 
                                           Korea, Republic   KRW5,000.00 Ordinary 
Standard Chartered Bank Korea Limited       of                shares                         100 
Standard Chartered Securities Korea        Korea, Republic   KRW5,000.00 Ordinary 
 Limited                                    of                shares                         100 
-----------------------------------------  ----------------  ----------------------------  ----- 
The following company has the address 
 of Atrium Building, Maarad Street, 
 3rd Floor, P.O.Box: 11-4081 Riad 
 El Solh, Beirut, Beirut Central 
 District, Lebanon 
Standard Chartered Metropolitan                              $10.00 Ordinary A 
 Holdings SAL                              Lebanon            shares                         100 
-----------------------------------------  ----------------  ----------------------------  ----- 
The following companies have the 
 address of Level 26, Equatorial 
 Plaza, Jalan Sultan Ismail, 50250 
 Kuala Lumpur, Malaysia 
Cartaban (Malaya) Nominees Sdn Berhad      Malaysia          RM Ordinary shares              100 
Cartaban Nominees (Asing) Sdn Bhd          Malaysia          RM Ordinary shares              100 
Cartaban Nominees (Tempatan) Sdn 
 Bhd                                       Malaysia          RM Ordinary shares              100 
Golden Maestro Sdn Bhd                     Malaysia          RM Ordinary shares              100 
Popular Ambience Sdn Bhd                   Malaysia          RM Ordinary shares              100 
Price Solutions Sdn Bhd                    Malaysia          RM Ordinary shares              100 
SCBMB Trustee Berhad                       Malaysia          RM Ordinary shares              100 
                                                             ----------------------------  ----- 
Standard Chartered Bank Malaysia                             RM Irredeemable Convertible 
 Berhad                                    Malaysia           Preference shares              100 
  RM Ordinary shares                                                                         100 
  ---------------------------------------------------------------------------------------  ----- 
Standard Chartered Saadiq Berhad           Malaysia          RM Ordinary shares              100 
-----------------------------------------  ----------------  ----------------------------  ----- 
The following companies have the 
 address of TMF Trust Labuan Limited, 
 Brumby Centre, Lot 42, Jalan Muhibbah, 
 87000 Labuan F.T., Malaysia 
Marina Morganite Shipping Limited7         Malaysia          $ Ordinary shares               100 
Marina Moss Shipping Limited7              Malaysia          $ Ordinary shares               100 
Marina Tanzanite Shipping Limited7         Malaysia          $ Ordinary shares               100 
Pembroke Leasing (Labuan) 3 Berhad         Malaysia          $ Ordinary shares               100 
-----------------------------------------  ----------------  ----------------------------  ----- 
 
 
The following company has the address 
 of Suite 18-1, Level 18, Vertical 
 Corporate Tower B, Avenue 10, The 
 Vertical, Bangsar South City , No. 
 8, Jalan Kerinchi , 59200 Kuala 
 Lumpur, Wilayah Persekutuan, Malaysia 
                                                               ---------------------------  ------ 
Resolution Alliance Sdn Bhd1                Malaysia           RM Ordinary shares               91 
------------------------------------------  ----------------- 
  RM Irredeemable Preference 
   shares                                                                                      100 
  ----------------------------------------------------------------------------------------  ------ 
The following company has the address 
 of Level 1, Wisma Standard Chartered, 
 Jalan Teknologi 8, Taman Teknologi 
 Malaysia, 57000 Bukit Jalil, Kuala 
 Lumpur, Wilayah Persekutuan, Malaysia 
Standard Chartered Global Business 
 Services Sdn Bhd                           Malaysia           RM Ordinary shares              100 
------------------------------------------  -----------------  ---------------------------  ------ 
The following companies have the 
 address of Trust Company Complex, 
 Ajeltake Road, Ajeltake Island, 
 Majuro, MH96960, Marshall Islands 
Marina Alysse Shipping Limited7             Marshall Islands   $1.00 Ordinary shares           100 
Marina Amandier Shipping Limited7           Marshall Islands   $1.00 Ordinary shares           100 
Marina Ambroisee Shipping Limited7          Marshall Islands   $1.00 Ordinary shares           100 
Marina Angelica Shipping Limited7           Marshall Islands   $1.00 Ordinary shares           100 
Marina Aventurine Shipping Limited7         Marshall Islands   $1.00 Ordinary shares           100 
Marina Buxus Shipping Limited7              Marshall Islands   $1.00 Ordinary shares           100 
Marina Citrine Shipping Limited7            Marshall Islands   $1.00 Ordinary shares           100 
Marina Dahlia Shipping Limited7             Marshall Islands   $1.00 Ordinary shares           100 
Marina Dittany Shipping Limited7            Marshall Islands   $1.00 Ordinary shares           100 
Marina Dorado Shipping Limited7             Marshall Islands   $1.00 Ordinary shares           100 
Marina Lilac Shipping Limited7              Marshall Islands   $1.00 Ordinary shares           100 
Marina Lolite Shipping Limited7             Marshall Islands   $1.00 Ordinary shares           100 
Marina Obsidian Shipping Limited7           Marshall Islands   $1.00 Ordinary shares           100 
Marina Pissenlet Shipping Limited7          Marshall Islands   $1.00 Ordinary shares           100 
Marina Protea Shipping Limited7             Marshall Islands   $1.00 Ordinary shares           100 
Marina Quartz Shipping Limited7             Marshall Islands   $1.00 Ordinary shares           100 
Marina Remora Shipping Limited7             Marshall Islands   $1.00 Ordinary shares           100 
Marina Turquoise Shipping Limited7          Marshall Islands   $1.00 Ordinary shares           100 
Marina Zircon Shipping Limited7             Marshall Islands   $1.00 Ordinary shares           100 
------------------------------------------  -----------------  ---------------------------  ------ 
The following company has the address 
 of SGG Corporate Services (Mauritius) 
 Ltd, 33, Edith Cavell St, Port Louis, 
 11324, Mauritius 
                                                               ---------------------------  ------ 
Actis Treit Holdings (Mauritius)                               Class A $1.00 Ordinary 
 Limited1                                   Mauritius           shares                      62.001 
------------------------------------------  ----------------- 
  Class B $1.00 Ordinary 
   shares                                                                                   62.001 
  ----------------------------------------------------------------------------------------  ------ 
The following company has the address 
 of 6/F, Standard Chartered Tower, 
 19, Bank Street, Cybercity, Ebene, 
 72201, Mauritius 
Standard Chartered Bank (Mauritius) 
 Limited                                    Mauritius          $ Ordinary shares               100 
------------------------------------------  -----------------  ---------------------------  ------ 
The following companies have the 
 address of c/o Ocorian Corporate 
 Services (Mauritius) Ltd, 6th Floor, 
 Tower A, 1 Cybercity, Ebene, 72201, 
 Mauritius 
Standard Chartered Financial Holdings       Mauritius          $1.00 Ordinary shares           100 
Standard Chartered Private Equity 
 (Mauritius) Limited                        Mauritius          $1.00 Ordinary shares           100 
Standard Chartered Private Equity 
 (Mauritius) II Limited                     Mauritius          $1.00 Ordinary shares           100 
Standard Chartered Private Equity 
 (Mauritius) lll Limited                    Mauritius          $1.00 Ordinary shares           100 
------------------------------------------  -----------------  ---------------------------  ------ 
The following company has the address 
 of C/O International Proximity, 
 5th Floor, Ebene Esplanade, 24 Bank 
 Street, Cybercity, Ebene, Plaines, 
 Wilhems, 72201, Mauritius 
Subcontinental Equities Limited             Mauritius          $1.00 Ordinary shares           100 
------------------------------------------  -----------------  ---------------------------  ------ 
The following company has the address 
 of Standard Chartered Bank Nepal 
 Limited, Madan Bhandari Marg, Ward 
 No.34, Kathmandu Metropolitan City, 
 Kathmandu District, Bagmati Zone, 
 Kathmandu, Nepal 
                                                               NPR100.00 Ordinary 
Standard Chartered Bank Nepal Limited       Nepal               shares                       70.21 
------------------------------------------  -----------------  ---------------------------  ------ 
The following company has the address 
 of Hoogoorddreef 15, 1101 BA, Amsterdam, 
 Netherlands 
                                                               EUR450.00 Ordinary 
Pembroke Holland B.V.                       Netherlands         shares                         100 
------------------------------------------  -----------------  ---------------------------  ------ 
 
 
The following companies have the 
 address of 1 Basinghall Avenue, 
 London, EC2V 5DD, United Kingdom 
Standard Chartered Holdings (Africa)                         EUR4.50 Ordinary 
 B.V6.                                        Netherlands     shares                        100 
Standard Chartered Holdings (Asia                            EUR4.50 Ordinary 
 Pacific) B.V.6                               Netherlands     shares                        100 
Standard Chartered Holdings (International)                  EUR4.50 Ordinary 
 B.V.6                                        Netherlands     shares                        100 
                                                             EUR4.50 Ordinary 
Standard Chartered MB Holdings B.V.6          Netherlands     shares                        100 
--------------------------------------------  -------------  ---------------------------  ----- 
The following companies have the 
 address of 142, Ahmadu Bello Way, 
 Victoria Island, Lagos, 101241, 
 Nigeria 
                                                             NGN1.00 Ordinary 
Cherroots Nigeria Limited                     Nigeria         Shares                        100 
                                                             ---------------------------  ----- 
                                                             NGN1.00 Irredeemable 
Standard Chartered Bank Nigeria                               Non Cumulative Preference 
 Limited                                      Nigeria         shares                        100 
  NGN1.00 Ordinary 
   shares                                                                                   100 
  NGN1.00 Redeemable 
   Preference shares                                                                        100 
  --------------------------------------------------------------------------------------  ----- 
Standard Chartered Capital & Advisory                        NGN1.00 Ordinary 
 Nigeria Limited                              Nigeria         shares                        100 
Standard Chartered Nominees (Nigeria)                        NGN1.00 Ordinary 
 Limited                                      Nigeria         shares                        100 
--------------------------------------------  -------------  ---------------------------  ----- 
The following company has the address 
 of 3/F Main SCB Building, I.I Chundrigar 
 Road, Karachi, Sindh, 74000, Pakistan 
Price Solution Pakistan (Private)                            PKR10.00 Ordinary 
 Limited                                      Pakistan        shares                        100 
--------------------------------------------  -------------  ---------------------------  ----- 
The following company has the address 
 of P.O. Box No. 5556I.I. Chundrigar 
 Road, Karachi, 74000, Pakistan 
Standard Chartered Bank (Pakistan)                           PKR10.00 Ordinary 
 Limited                                      Pakistan        shares                      98.99 
--------------------------------------------  -------------  ---------------------------  ----- 
The following company has the address 
 of Rondo Daszyńskiego 2B, 00-843 
 , Warsaw, Poland 
Standard Chartered Global Business 
 Services spólka z ograniczona                          PLN50.00 Ordinary 
 odpowiedzialnoscia                           Poland          shares                        100 
--------------------------------------------  -------------  ---------------------------  ----- 
The following company has the address 
 of Vistra Corporate Services Centre, 
 Ground Floor, NPF Building, Beach 
 Road, Apia, Samoa 
Standard Chartered Nominees (Western 
 Samoa) Limited                               Samoa          $1.00 Ordinary shares          100 
--------------------------------------------  -------------  ---------------------------  ----- 
The following company has the address 
 of Al Faisaliah Office Tower Floor 
 No 7 (T07D) , King Fahad Highway, 
 Olaya District, Riyadh P.O. box 
 295522, Riyadh, 11351, Saudi Arabia 
Standard Chartered Capital (Saudi                            SAR10.00 Ordinary 
 Arabia)                                      Saudi Arabia    shares                        100 
--------------------------------------------  -------------  ---------------------------  ----- 
The following company has the address 
 of 9 & 11, Lightfoot Boston Street, 
 Freetown, Sierra Leone 
Standard Chartered Bank Sierra Leone                         SLL1.00 Ordinary 
 Limited                                      Sierra Leone    shares                       80.7 
--------------------------------------------  -------------  ---------------------------  ----- 
The following company has the address 
 of Marina Bay Financial Centre (Tower 
 1), 8 Marina Boulevard, Level 23, 
 018981, Singapore 
Standard Chartered Private Equity 
 (Singapore) Pte. Ltd                         Singapore      $ Ordinary shares              100 
--------------------------------------------  -------------  ---------------------------  ----- 
The following companies have the 
 address of 8 Marina Boulevard, Level 
 26, Marina Bay Financial Centre, 
 Tower 1, 018981, Singapore 
Marina Aquata Shipping Pte. Ltd               Singapore      $ Ordinary shares              100 
                                                             ---------------------------  ----- 
Marina Aruana Shipping Pte. Ltd               Singapore      SGD Ordinary shares            100 
  $ Ordinary shares                                                                         100 
  --------------------------------------------------------------------------------------  ----- 
Marina Aster Shipping Pte. Ltd                Singapore      SGD Ordinary shares            100 
                                                             ---------------------------  ----- 
Marina Cobia Shipping Pte. Ltd                Singapore      SGD Ordinary shares            100 
  $ Ordinary shares                                                                         100 
  --------------------------------------------------------------------------------------  ----- 
Marina Daffodil Shipping Pte. Ltd             Singapore      SGD Ordinary shares            100 
Marina Fatmarini Shipping Pte. Ltd            Singapore      $ Ordinary shares              100 
Marina Frabandari Shipping Pte. 
 Ltd                                          Singapore      $ Ordinary shares              100 
Marina Freesia Shipping Pte. Ltd              Singapore      SGD Ordinary shares            100 
Marina Gerbera Shipping Pte. Ltd              Singapore      $ Ordinary shares              100 
Marina Mars Shipping Pte. Ltd                 Singapore      SGD Ordinary shares            100 
Marina Mercury Shipping Pte. Ltd              Singapore      SGD Ordinary shares            100 
                                                             ---------------------------  ----- 
Marina Opah Shipping Pte. Ltd                 Singapore      SGD Ordinary shares            100 
  $ Ordinary shares                                                                         100 
  --------------------------------------------------------------------------------------  ----- 
Marina Partawati Shipping Pte. Ltd            Singapore      $ Ordinary shares              100 
Marina Poise Shipping Pte. Ltd                Singapore      $ Ordinary shares              100 
--------------------------------------------  -------------  ---------------------------  ----- 
 
 
The following companies have the 
 address of 9 Raffles Place, #27-00 
 Republic Plaza, 048619, Singapore. 
Actis RE Investment 1 Private Limited1      Singapore          SGD Ordinary shares        100 
Actis RE Investment 2 Private Limited1      Singapore          SGD Ordinary shares        100 
Actis RE Investment 3 Private Limited1      Singapore          SGD Ordinary shares        100 
Actis RE Investment 4 Private Limited1      Singapore          SGD Ordinary shares        100 
Actis Treit Holdings No.1 (Singapore) 
 Private Limited1                           Singapore          SGD Ordinary shares        100 
Actis Treit Holdings No.2 (Singapore) 
 Private Limited1                           Singapore          SGD Ordinary shares        100 
------------------------------------------  -----------------  -----------------------  ----- 
The following company has the address 
 of 7 Changi Business Park Crescent, 
 #03-00 Standard Chartered @ Changi, 
 486028, Singapore 
Raffles Nominees (Pte.) Limited             Singapore          SGD Ordinary shares        100 
------------------------------------------  -----------------  -----------------------  ----- 
The following companies have the 
 address of 8 Marina Boulevard, #27-01 
 Marina Bay Financial Centre Tower 
 1, 018981, Singapore 
SCTS Capital Pte. Ltd                       Singapore          SGD Ordinary shares        100 
SCTS Management Pte. Ltd                    Singapore          SGD Ordinary shares        100 
                                                               -----------------------  ----- 
Standard Chartered Bank (Singapore) 
 Limited                                    Singapore          SGD Ordinary shares        100 
  SGD Non-cumulative 
   Preference shares                                                                      100 
  SGD Non-cumulative 
   Class C Preference 
   shares                                                                                 100 
  $ Ordinary shares                                                                       100 
  $ Preference shares                                                                     100 
  ------------------------------------------------------------------------------------  ----- 
Standard Chartered Trust (Singapore) 
 Limited                                    Singapore          SGD Ordinary shares        100 
                                                               -----------------------  ----- 
Standard Chartered Holdings (Singapore) 
 Private Limited                            Singapore          SGD Ordinary shares        100 
  $ Ordinary shares                                                                       100 
  ------------------------------------------------------------------------------------  ----- 
SC Bank Solutions (Singapore) Limited       Singapore          SGD Ordinary shares        100 
Standard Chartered Real Estate Investment 
 Holdings (Singapore) Private Limited       Singapore          $ Ordinary shares          100 
------------------------------------------  -----------------  -----------------------  ----- 
The following company has the address 
 of 120 Robinson Road, #08-01, 068913, 
 Singapore 
Standard Chartered Nominees (Singapore) 
 Pte Ltd                                    Singapore          SGD Ordinary shares        100 
------------------------------------------  -----------------  -----------------------  ----- 
The following companies have the 
 address of 80 Robinson Road, #02-00, 
 068898, Singapore 
Autumn Life Pte. Ltd                        Singapore          $ Ordinary shares          100 
Cardspal Pte. Ltd                           Singapore          $ Ordinary shares          100 
Nexco Pte. Ltd                              Singapore          $ Ordinary shares          100 
------------------------------------------  -----------------  -----------------------  ----- 
The following companies have the 
 address of 2nd Floor, 115 West Street, 
 Sandton, Johannesburg, 2196, South 
 Africa 
                                                               ZAR1.00 Ordinary 
CMB Nominees (RF) PTY Limited               South Africa        shares                    100 
Standard Chartered Nominees South 
 Africa Proprietary Limited (RF)            South Africa       ZAR Ordinary shares        100 
------------------------------------------  -----------------  -----------------------  ----- 
The following company has the address 
 of 1, 2, 4, 7, 9, 10F, No. 168/170 
 &, 8F, 12F, No.168, Tun Hwa N. Rd., 
 Songshan Dist., Taipei, 105, Taiwan 
Standard Chartered Bank (Taiwan)                               TWD10.00 Ordinary 
 Limited                                    Taiwan              shares                    100 
------------------------------------------  -----------------  -----------------------  ----- 
The following companies have the 
 address of 1 Floor, International 
 House, Shaaban Robert Street / Garden 
 Avenue, PO Box 9011, Dar Es Salaam, 
 Tanzania, United Republic of 
                                                               -----------------------  ----- 
                                            Tanzania, 
Standard Chartered Bank Tanzania             United Republic   TZS1,000.00 Ordinary 
 Limited                                     of                 shares                    100 
  TZS1,000.00 Preference 
   shares                                                                                 100 
  ------------------------------------------------------------------------------------  ----- 
                                            Tanzania, 
Standard Chartered Tanzania Nominees         United Republic   TZS1,000.00 Ordinary 
 Limited                                     of                 shares                    100 
------------------------------------------  -----------------  -----------------------  ----- 
The following company has the address 
 of 100 North Sathorn Road, Silom, 
 Bangrak Bangkok , 10500, Thailand 
Standard Chartered Bank (Thai) Public                          THB10.00 Ordinary 
 Company Limited                            Thailand            shares                  99.99 
------------------------------------------  -----------------  -----------------------  ----- 
The following company has the address 
 of Buyukdere Cad. Yapi Kredi Plaza 
 C Blok, Kat 15, Levent, Istanbul, 
 34330, Turkey 
Standard Chartered Yatirim Bankasi                             TRL0.10 Ordinary 
 Turk Anonim Sirketi                        Turkey              shares                    100 
------------------------------------------  -----------------  -----------------------  ----- 
The following company has the address 
 of Standard Chartered Bank Bldg, 
 5 Speke Road, PO Box 7111, Kampala, 
 Uganda 
                                                               UGS1,000.00 Ordinary 
Standard Chartered Bank Uganda Limited      Uganda              shares                    100 
------------------------------------------  -----------------  -----------------------  ----- 
 
 
The following company has the address 
 of 505 Howard St. #201, San Francisco, 
 CA 94105, United States 
SC Studios, LLC                             United States     Membership Interest      100 
------------------------------------------  ----------------  -----------------------  --- 
The following company has the address 
 of Standard Chartered Bank, 37F, 
 1095 Avenue of the Americas, New 
 York 10036, United States 
Standard Chartered Bank International                         $1,000.00 Ordinary 
 (Americas) Limited                         United States      shares                  100 
------------------------------------------  ----------------  -----------------------  --- 
The following companies have the 
 address of Corporation Trust Centre, 
 1209 Orange Street, Wilmington DE 
 19801, United States 
Standard Chartered Holdings Inc.            United States     $100.00 Common shares    100 
Standard Chartered Capital Management 
 (Jersey), LLC                              United States     $ Ordinary shares        100 
Standard Chartered Securities (North 
 America) LLC                               United States     Membership interest      100 
StanChart Securities International 
 LLC                                        United States     Membership interest      100 
Standard Chartered International 
 (USA) LLC                                  United States     Membership interest      100 
------------------------------------------  ----------------  -----------------------  --- 
The following company has the address 
 of 50 Fremont Street, San Francisco 
 CA 94105, United States 
Standard Chartered Overseas Investment 
 Inc.                                       United States     $10.00 Ordinary shares   100 
------------------------------------------  ----------------  -----------------------  --- 
The following company has the address 
 of C/O Corporation Service Company, 
 251 Little Falls Drive, Wilmington 
 DE 19808, United States 
Standard Chartered Trade Services 
 Corporation                                United States     $0.01 Common shares      100 
------------------------------------------  ----------------  -----------------------  --- 
The following company has the address 
 of Room 1810-1815, Level 18, Building 
 72, Keangnam Hanoi Landmark Tower, 
 Pham Hung Road, Cau Giay New Urban 
 Area, Me Tri Ward, Nam Tu Liem District, 
 Hanoi 10000, Vietnam 
Standard Chartered Bank (Vietnam)                             VND Charter Capital 
 Limited                                    Vietnam            shares                  100 
------------------------------------------  ----------------  -----------------------  --- 
The following companies have the 
 address of Vistra Corporate Services 
 Centre, Wickhams Cay II, Road Town, 
 Tortola, VG1110, Virgin Islands, 
 British 
                                            Virgin Islands, 
Sky Favour Investments Limited               British          $1.00 Ordinary shares    100 
                                            Virgin Islands, 
Sky Harmony Holdings Limited                 British          $1.00 Ordinary shares    100 
------------------------------------------  ----------------  -----------------------  --- 
The following companies have the 
 address of Stand 13, Standard Chartered 
 House, Cairo Road, P.O. Box 32238, 
 Lusaka, Zambia , 10101, Zambia 
                                                              ZMW0.25 Ordinary 
Standard Chartered Bank Zambia Plc          Zambia             shares                   90 
Standard Chartered Zambia Securities                          ZMW1.00 Ordinary 
 Services Nominees Limited                  Zambia             shares                  100 
------------------------------------------  ----------------  -----------------------  --- 
The following companies have the 
 address of Africa Unity Square Building, 
 68 Nelson Mandela Avenue, Harare, 
 Zimbabwe 
Africa Enterprise Network Trust2            Zimbabwe          Interest in trust        100 
Standard Chartered Bank Zimbabwe 
 Limited                                    Zimbabwe          $1.00 Ordinary shares    100 
Standard Chartered Nominees Zimbabwe 
 (Private) Limited                          Zimbabwe          $2.00 Ordinary shares    100 
------------------------------------------  ----------------  -----------------------  --- 
 

1 The Group has determined that these undertakings are excluded from being consolidated into the Groups accounts, and do not meet the definition of a subsidiary under IFRS. See Notes 31 and 32 for the consolidation policy and disclosure of the undertaking

2 No share capital by virtue of being a trust

3 Limited liability company

4 The Group has determined the principal country of operation to be Singapore

5 The Group has determined the principal country of operation to be Ireland

6 The Group has determined the principal country of operation to be the United Kingdom

7 The Group has determined the principal country of operation to be Hong Kong

Joint ventures

 
                                                                                 Proportion 
                                                                                  of shares 
                                        Country of                                     held 
Name and registered address              incorporation   Description of shares          (%) 
--------------------------------------  ---------------  ----------------------  ---------- 
The following company has the address 
 of 38 Beach Road, 
 #29-11 South Beach Tower, 189767, 
 Singapore 
                                                         ----------------------  ---------- 
Assembly Payments Pte. Ltd.             Singapore        $ Ordinary shares               50 
--------------------------------------  --------------- 
  $ Preference shares                                                                    50 
  -----------------------------------------------------------------------------  ---------- 
The following company has the address 
 of 100/36 Sathorn Nakorn Tower, 
 Fl 21 North Sathorn Road, Silom 
 Sub-District, Bangrak District, 
 Bangkok, 10500, Thailand 
                                                         THB10.00 Ordinary 
Resolution Alliance Limited             Thailand          shares                         49 
--------------------------------------  ---------------  ----------------------  ---------- 
 

Associates

 
                                                                                       Proportion 
                                                                                        of shares 
                                             Country of                                      held 
Name and registered address                   incorporation    Description of shares          (%) 
-------------------------------------------  ----------------  ----------------------  ---------- 
The following company has the address 
 of 3 More London Riverside, London, 
 England, SE1 2AQ, United Kingdom 
Trade Information Network Limited            United Kingdom    $1.00 Ordinary shares       16.667 
-------------------------------------------  ----------------  ----------------------  ---------- 
The following company has the address 
 of Bohai Bank Building, No.218 Hai 
 He Dong Lu, Hedong District, Tianjin, 
 China, 300012, China 
China Bohai Bank Co. Ltd                     China             CNY Ordinary shares         16.263 
-------------------------------------------  ----------------  ----------------------  ---------- 
The following company has the address 
 of 17/F, 100, Gongpyeong-dong, Jongno-gu, 
 Seoul, Korea, Republic of 
                                             Korea, Republic   KRW1.00 Partnership 
Ascenta IV                                    of                interest                   39.063 
-------------------------------------------  ----------------  ----------------------  ---------- 
The following company has the address 
 of C/o CIM Corporate Services Ltd, 
 Les Cascades, Edith Cavell Street, 
 Port Louis, Mauritius 
FAI Limited                                  Mauritius         $1.00 Ordinary shares           25 
-------------------------------------------  ----------------  ----------------------  ---------- 
The following company has the address 
 of Victoria House, State House Avenue, 
 Victoria, MAHE, Seychelles 
Seychelles International Mercantile                            SCR1,000.00 Ordinary 
 Banking Corporation Limited                 Seychelles         shares                         22 
-------------------------------------------  ----------------  ----------------------  ---------- 
The following company has the address 
 of 1 Raffles Quay, #23-01, One Raffles 
 Quay, 048583, Singapore 
Clifford Capital Holdings Pte. Ltd.          Singapore         $1.00 Ordinary shares          9.9 
-------------------------------------------  ----------------  ----------------------  ---------- 
The following company has the address 
 of Avenue de Tivoli 2, 1007, Lausanne, 
 Switzerland 
                                                               CHF 0.01 Preference 
Metaco SA                                    Switzerland        A shares                   29.505 
-------------------------------------------  ----------------  ----------------------  ---------- 
 

Significant investment holdings and other related undertakings

 
                                                                                       Proportion 
                                                                                        of shares 
                                              Country of                                     held 
Name and registered address                    incorporation   Description of shares          (%) 
--------------------------------------------  ---------------  ----------------------  ---------- 
The following company has the address 
 of Intertrust Corporate Services 
 (Cayman) Limited, 190 Elgin Avenue, 
 George Town, Grand Cayman, KY1-9005, 
 Cayman Islands 
                                                               ----------------------  ---------- 
                                                               $0.01 A Ordinary 
ATSC Cayman Holdco Limited                    Cayman Islands    shares                        5.3 
--------------------------------------------  --------------- 
  $0.01 B Ordinary 
   shares                                                                                     100 
  -----------------------------------------------------------------------------------  ---------- 
The following company has the address 
 of 3, Floor 1, No.1, Shiner Wuxingcaiyuan, 
 West Er Huan Rd, Xi Shan District, 
 Kunming, Yunnan Province, PR, China 
Yunnan Golden Shiner Property Development                      CNY1.00 Ordinary 
 Co. Ltd                                      China             shares                       42.5 
--------------------------------------------  ---------------  ----------------------  ---------- 
The following companies have the 
 address of Unit 605-08, 6/F Wing 
 On Centre, 111 Connaught Rd, Central 
 Sheung Wan, Hong Kong 
                                                               ----------------------  ---------- 
                                                               $ Class A Ordinary 
Actis Carrock Holdings (HK) Limited           Hong Kong         shares                      39.69 
  $ Class B Ordinary 
   shares                                                                                   39.69 
  -----------------------------------------------------------------------------------  ---------- 
                                                               $ Class A Ordinary 
Actis Jack Holdings (HK) Limited              Hong Kong         shares                      39.69 
  $ Class B Ordinary 
   shares                                                                                   39.69 
  -----------------------------------------------------------------------------------  ---------- 
                                                               $ Class A Ordinary 
Actis Rivendell Holdings (HK) Limited         Hong Kong         shares                      39.69 
  $ Class B Ordinary 
   shares                                                                                   39.69 
  -----------------------------------------------------------------------------------  ---------- 
Actis Temple Stay Holdings (HK)                                $ Class A Ordinary 
 Limited                                      Hong Kong         shares                      39.69 
  $ Class B Ordinary 
   shares                                                                                   39.69 
  -----------------------------------------------------------------------------------  ---------- 
                                                               $ Class A Ordinary 
Actis Young City Holdings (HK) Limited        Hong Kong         shares                      39.69 
--------------------------------------------  --------------- 
  $ Class B Ordinary 
   shares                                                                                   39.69 
  -----------------------------------------------------------------------------------  ---------- 
The following company has the address 
 of 1221 A, Devika Tower, 12th Floor, 
 6 Nehru Place, New Delhi 110019, 
 India 
                                                               INR10.00 Ordinary 
Mikado Realtors Private Limited               India             shares                         26 
--------------------------------------------  ---------------  ----------------------  ---------- 
The following company has the address 
 of Elphinstone Building, 2nd Floor, 
 10 Veer Nariman Road, Fort, Mumbai 
 -400001, Maharashtra, India 
                                                               INR10.00 Ordinary 
TRIL IT4 Private Limited                      India             shares                         26 
--------------------------------------------  ---------------  ----------------------  ---------- 
The following company has the address 
 of 4/F, 274, Chitalia House, Dr. 
 Cawasji Hormusji Road, Dhobi Talao, 
 Mumbai City, Maharashtra, India 
 400 002, India 
Industrial Minerals and Chemical                               INR100.00 Ordinary 
 Co. Pvt. Ltd                                 India             shares                         26 
--------------------------------------------  ---------------  ----------------------  ---------- 
 
 
The following company has the address 
 of 17/F (Gongpyung-dong), 100, Jongno-gu, 
 Seoul, Korea, Republic of 
                                             Korea, Republic   KRW Class B Equity 
Ascenta III                                   of                shares                          31 
-------------------------------------------  ----------------  ---------------------------  ------ 
The following company has the address 
 of 1 Venture Avenue, #07-07 Big 
 Box, 608521, Singapore 
                                                               SGD Redeemable Convertible 
Omni Centre Pte. Ltd.                        Singapore          Preference shares              100 
-------------------------------------------  ----------------  ---------------------------  ------ 
The following company has the address 
 of 3 Jalan Pisang, c/o Watiga Trust 
 Ltd, 199070 Singapore 
SCIAIGF Liquidating Trust                    Singapore         Interest in trust             43.96 
-------------------------------------------  ----------------  ---------------------------  ------ 
The following company has the address 
 of 251 Little Falls Drive, Wilmington, 
 New Castle DE 19808, United States 
                                                               ---------------------------  ------ 
                                                               $0.0001 Series C2 
Paxata, Inc.                                 United States      Preferred Stock             40.741 
-------------------------------------------  ---------------- 
  $0.0001 Series C3 
   Preferred Stock                                                                          10.112 
  ----------------------------------------------------------------------------------------  ------ 
 

In liquidation

Subsidiary undertakings

 
                                                                                          Proportion 
                                                                                           of shares 
                                            Country of                                          held 
Name and registered address                  incorporation      Description of shares            (%) 
------------------------------------------  ------------------  ------------------------  ---------- 
The following company has the address 
 of Deloitte LLP, 
 1 New Street Square, London, EC3A 
 3HQ, United Kingdom 
SC Leaseco Limited                          United Kingdom      $1.00 Ordinary shares            100 
------------------------------------------  ------------------  ------------------------  ---------- 
The following companies have the 
 address of Hill House, 1 Little 
 New Street, London, EC4A 3TR, United 
 Kingdom 
Standard Chartered APR Limited              United Kingdom      $1.00 Ordinary shares            100 
                                                                GBP1.00 Ordinary 
Compass Estates Limited                     United Kingdom       shares                          100 
Standard Chartered Masterbrand Licensing 
 Limited                                    United Kingdom      $1.00 Ordinary shares            100 
------------------------------------------  ------------------  ------------------------  ---------- 
The following company has the address 
 of 2 More London Riverside, London 
 SE1 2JT, United Kingdom 
                                                                Limited Partnership 
Bricks (M) LP                               United Kingdom       interest                        100 
------------------------------------------  ------------------  ------------------------  ---------- 
The following company has the address 
 of 51-55 Jalan Sultan, Complex Jalan 
 sultan, Bandar Seri Begawan, BS8811, 
 Brunei Darussalam 
Standard Chartered Finance (Brunei)                             BND1.00 Ordinary 
 Bhd                                        Brunei Darussalam    shares                          100 
------------------------------------------  ------------------  ------------------------  ---------- 
The following company has the address 
 of Mourant Ozannes Corporate Services 
 (Cayman) Limited, Harbour Centre, 
 42 North Church Street, PO Box 1348, 
 Grand Cayman KY1-1108, Cayman Islands 
                                                                $1.00 Management 
Sunflower Cayman SPC                        Cayman Islands       shares                          100 
------------------------------------------  ------------------  ------------------------  ---------- 
The following company has the address 
 of Walkers Corporate Limited, Cayman 
 Corporate Centre, 27 Hospital Road 
 George Town, Grand Cayman KY1-9008, 
 Cayman Islands 
Standard Chartered Principal Finance                            $0.0001 Ordinary 
 (Cayman) Limited                           Cayman Islands       shares                          100 
------------------------------------------  ------------------  ------------------------  ---------- 
The following company has the address 
 of No. 188 Yeshen Rd, 11F, A-1161 
 RM, Pudong New District, Shanghai 
 31201308, China 
Standard Chartered Trading (Shanghai)                           $15,000,000.00 Ordinary 
 Limited                                    China                shares                          100 
------------------------------------------  ------------------  ------------------------  ---------- 
The following companies have the 
 address of Bordeaux Court, Les Echelons, 
 South Esplanade, St. Peter Port, 
 Guernsey 
                                                                GBP1.00 Ordinary 
Birdsong Limited                            Guernsey             shares                          100 
                                                                GBP1.00 Ordinary 
Nominees One Limited                        Guernsey             shares                          100 
                                                                GBP1.00 Ordinary 
Nominees Two Limited                        Guernsey             shares                          100 
                                                                GBP1.00 Ordinary 
Songbird Limited                            Guernsey             shares                          100 
Standard Chartered Secretaries (Guernsey)                       GBP1.00 Ordinary 
 Limited                                    Guernsey             shares                          100 
Standard Chartered Trust (Guernsey)                             GBP1.00 Ordinary 
 Limited                                    Guernsey             shares                          100 
------------------------------------------  ------------------  ------------------------  ---------- 
The following company has the address 
 of 13/F, Standard Chartered Tower, 
 388 Kwun Tong Road, Kwun Tong, Kowloon, 
 Hong Kong 
S C Learning Limited                        Hong Kong           HKD Ordinary shares              100 
------------------------------------------  ------------------  ------------------------  ---------- 
The following company has the address 
 of 8/Floor, Gloucester Tower , The 
 Landmark, 15 Queen's Road Central, 
 Hong Kong 
Leopard Hong Kong Limited                   Hong Kong           $ Ordinary shares                100 
------------------------------------------  ------------------  ------------------------  ---------- 
The following company has the address 
 of 32/F, Standard Chartered Bank 
 Building, 4-4A Des Voeux Road, Central, 
 Hong Kong 
Standard Chartered Sherwood (HK) 
 Limited                                    Hong Kong           HKD Ordinary shares              100 
------------------------------------------  ------------------  ------------------------  ---------- 
 
 
The following company has the address 
 of 14th Floor, One Taikoo Place, 
 979 King's Road, Quarry Bay, Hong 
 Kong. 
                                                         -----------------------  ----- 
Ori Private Limited                         Hong Kong    $ Ordinary shares          100 
------------------------------------------  ----------- 
  $ A Ordinary shares                                                              90.7 
  ------------------------------------------------------------------------------  ----- 
The following company has the address 
 of Menara Standard Chartered, 3rd 
 Floor, Jl. Prof.Dr. Satrio no. 164, 
 Setiabudi, Jarkarta Selatan, Indonesia 
PT Solusi Cakra Indonesia (dalam                         IDR23,809,600.00 
 likuidasi)                                 Indonesia     Ordinary shares            99 
------------------------------------------  -----------  -----------------------  ----- 
The following company has the address 
 of No. 157 - 157 A, Jakarta Barat, 
 11130, Indonesia 
PT. Price Solutions Indonesia (dalam                     $100.00 Ordinary 
 likuidasi)                                 Indonesia     shares                    100 
------------------------------------------  -----------  -----------------------  ----- 
The following company has the address 
 of Standard Chartered@Chiromo, Number 
 48, Westlands Road, P. O. Box 30003 
 - 00100, Nairobi, Kenya 
Standard Chartered Management Services                   KES20.00 Ordinary 
 Limited                                    Kenya         shares                    100 
------------------------------------------  -----------  -----------------------  ----- 
The following company has the address 
 of 30 Rue Schrobilgen, 2526, Luxembourg 
Standard Chartered Financial Services                    EUR25.00 Ordinary 
 (Luxembourg) S.A.                          Luxembourg    shares                    100 
------------------------------------------  -----------  -----------------------  ----- 
The following companies have the 
 address of Brumby Centre, Lot 42, 
 Jalan Muhibbah, 87000 Labuan F.T., 
 Malaysia 
Pembroke Leasing (Labuan) 2 Berhad          Malaysia     $ Ordinary shares          100 
Pembroke Leasing (Labuan) Pte Limited       Malaysia     $ Ordinary shares          100 
------------------------------------------  -----------  -----------------------  ----- 
The following company has the address 
 of IQ EQ Corporate Services (Mauritius) 
 Ltd , Les Cascades Building, 33, 
 Edith Cavell Street Port Louis, 
 11324, Mauritius 
                                                         -----------------------  ----- 
Actis Asia Real Estate (Mauritius)                       Class A $1.00 Ordinary 
 Limited                                    Mauritius     shares                    100 
------------------------------------------  ----------- 
  Class B $1.00 Ordinary 
   shares                                                                           100 
  ------------------------------------------------------------------------------  ----- 
The following company has the address 
 of Jiron Huascar 2055, Jesus Maria, 
 Lima 15072, Peru 
                                                         $75.133 Ordinary 
Banco Standard Chartered en Liquidacion     Peru          shares                    100 
------------------------------------------  -----------  -----------------------  ----- 
The following company has the address 
 of 8 Marina Boulevard, Level 27, 
 Marina Bay Financial Centre, Tower 
 1, 018981, Singapore 
                                                         SGD1.00 Ordinary 
Standard Chartered (2000) Limited           Singapore     shares                    100 
------------------------------------------  -----------  -----------------------  ----- 
The following company has the address 
 of Abogado Pte Ltd, No. 8 Marina 
 Boulevard, #05-02 MBFC Tower 1, 
 018981, Singapore 
Standard Chartered IL&FS Management 
 (Singapore) Pte. Limited                   Singapore    $ Ordinary shares           50 
------------------------------------------  -----------  -----------------------  ----- 
The following company has the address 
 of 6/F, Hewlett Packard Building, 
 337 Fu Hsing North Road, Taipei, 
 Taiwan 
                                                         TWD1,000.00 Ordinary 
Kwang Hua Mocatta Company Ltd. (Taiwan)     Taiwan        shares                  97.92 
------------------------------------------  -----------  -----------------------  ----- 
The following company has the address 
 of Luis Alberto de Herrera 1248, 
 Torre II, Piso 11, Esc. 1111, Uruguay 
Standard Chartered Uruguay Representacion                UYU1.00 Ordinary 
 S.A.                                       Uruguay       shares                    100 
------------------------------------------  -----------  -----------------------  ----- 
 

Significant investment holdings and other related undertakings

 
                                                                                  Proportion 
                                                                                   of shares 
                                        Country of                                      held 
Name and registered address              incorporation   Description of shares           (%) 
--------------------------------------  ---------------  -----------------------  ---------- 
The following company has the address 
 of Lot 6.05, Level 6, KPMG Tower, 
 8 First Avenue, Bandar Utama, 47800 
 Petaling Jaya, Selangor, Malaysia 
House Network SDN BHD                   Malaysia         RM1.00 Ordinary shares           25 
--------------------------------------  ---------------  -----------------------  ---------- 
 

Liquidated/dissolved/sold

Subsidiary undertakings

 
                                                                                          Proportion 
                                                                                           of shares 
                                         Country of                                             held 
Name and registered address               incorporation     Description of shares                (%) 
---------------------------------------  -----------------  ----------------------------  ---------- 
                                                            GBP1.00 Ordinary 
B.W.A Dependents Limited                 United Kingdom      shares                              100 
                                                            Limited Partnership 
Bricks (P) LP                            United Kingdom      interest                            100 
                                                            ----------------------------  ---------- 
Standard Chartered Capital Markets                          GBP1.00 Ordinary 
 Limited                                 United Kingdom      shares                              100 
  $1.00 Ordinary shares                                                                          100 
  --------------------------------------------------------------------------------------  ---------- 
                                                            GBP5.00 Ordinary 
Chartered Financial Holdings Limited     United Kingdom      shares                              100 
  GBP1.00 Preference 
   shares                                                                                        100 
  --------------------------------------------------------------------------------------  ---------- 
Standard Chartered Debt Trading                             GBP1.00 Ordinary 
 Limited                                 United Kingdom      shares                              100 
                                                            CAD1.00 Ordinary 
Standard Chartered (Canada) Limited      Canada              shares                              100 
Standard Chartered Saadiq Mudarib 
 Company Limited                         Cayman Islands     $1.00 Ordinary shares                100 
                                                            COP1.00 Ordinary 
Sociedad Fiduciaria Extebandes S.A.      Colombia            shares                              100 
American Express International Finance                      $1,000.00 Ordinary 
 Corp.N.V.                               Curaçao        shares                              100 
                                                            $1,000.00 Ordinary 
Ricanex Participations N.V.              Curaçao        shares                              100 
                                                            HKD1.00 Ordinary 
Majestic Legend Limited                  Hong Kong           shares                              100 
Standard Chartered Global Trading 
 Investments Limited                     Hong Kong          HKD Ordinary shares                  100 
                                                            EUR1.25 Ordinary 
Pembroke Capital Shannon Limited         Ireland             shares                              100 
                                         Korea, Republic    KRW1,000,000.00 Partnership 
Ascenta II                                of                 interest                            100 
Amphissa Corporation Sdn Bhd             Malaysia           RM1.00 Ordinary shares               100 
Marina Celsie Shipping Limited           Marshall Islands   $1.00 Ordinary shares                100 
Standard Chartered PF Managers Pte. 
 Limited                                 Singapore          $ Ordinary shares                    100 
                                                            ----------------------------  ---------- 
Standard Chartered Bank (Switzerland)                       CHF1,000.00 Ordinary 
 S.A.                                    Switzerland         shares                              100 
---------------------------------------  ----------------- 
  CHF100.00 Participation 
   Capital shares                                                                                100 
  --------------------------------------------------------------------------------------  ---------- 
 

Joint ventures

 
                                                                       Proportion 
                                                                        of shares 
                              Country of                                     held 
Name and registered address    incorporation   Description of shares          (%) 
----------------------------  ---------------  ----------------------  ---------- 
PT Bank Permata Tbk           Indonesia        IDR125.00 B shares            44.6 
----------------------------  ---------------  ----------------------  ---------- 
 

Significant investment holdings and other related undertakings

 
                                                                                           Proportion 
                                                                                            of shares 
                                               Country of                                        held 
Name and registered address                     incorporation   Description of shares             (%) 
---------------------------------------------  ---------------  -------------------------  ---------- 
Standard Chartered IL&FS Asia Infrastructure 
 (Cayman) Limited                              Cayman Islands   $0.01 Ordinary shares              50 
Standard Chartered IL&FS Asia Infrastructure 
 Growth Fund Company Limited                   Cayman Islands   $1.00 Ordinary shares              50 
Standard Chartered IL&FS Asia Infrastructure 
 Growth Fund, L.P.                             Cayman Islands   Partnership interest             38.6 
                                                                IDR50.00 Series B 
PT Trikomsel Oke Tbk                           Indonesia         shares                        29.195 
                                                                -------------------------  ---------- 
                                                                $1.00 Class A Redeemable 
Standard Jazeera Limited                       Jersey            Preference shares                 20 
  $1.00 Class C Redeemable 
   Preference shares                                                                              100 
  $1.00 Ordinary shares                                                                            20 
  ---------------------------------------------------------------------------------------  ---------- 
                                                                $1,000.00 Ordinary 
Standard Topaz Limited                         Jersey            shares                          20.1 
---------------------------------------------  --------------- 
  $1.00 Class C Redeemable 
   Preference shares                                                                              100 
  ---------------------------------------------------------------------------------------  ---------- 
 

41. Dealings in Standard Chartered PLC listed securities

This is also disclosed as part of Note 28 Share capital, other equity and reserves

Except as disclosed, neither the Company nor any of its subsidiaries has bought, sold or redeemed any securities of the company listed on The Stock Exchange of Hong Kong Limited during the period. Details of the shares purchased and held by the trusts are set out below.

 
                                    1995 Trust               2004 Trust                Total 
---------------------------  ------------------------  ----------------------  ---------------------- 
Number of shares                    2020         2019        2020        2019        2020        2019 
---------------------------  -----------  -----------  ----------  ----------  ----------  ---------- 
Shares purchased during 
 the year                      2,999,210      646,283  14,359,481  24,065,354  17,358,691  24,711,637 
Market price of shares 
 purchased ($million)                 22            5          86         201         108         206 
Shares transferred between 
 trusts                      (2,999,210)  (3,001,103)   2,999,210   3,001,103           -           - 
Shares held at the end 
 of the period                         -            -   6,119,666   5,113,455   6,119,666   5,113,455 
Maximum number of shares 
 held during the year                                                          11,262,818  15,070,923 
---------------------------  -----------  -----------  ----------  ----------  ----------  ---------- 
 

42. Corporate governance

The directors confirm that Standard Chartered PLC (the Company) has complied with all of the provisions set out in the UK Corporate Governance Code 2014 during the year ended 31 December 2020. The directors also confirm that, throughout the year, the Company has complied with the code provisions set out in the Hong Kong Corporate Governance Code contained in Appendix 14 of the Hong Kong Listing Rules. The Group confirms that it has adopted a code of conduct regarding directors' securities transactions on terms no less exacting than required by Appendix 10 of the Hong Kong Listing Rules and that the directors of the Company have complied with the required standards of the adopted code of conduct. The directors also confirm that the announcement of these results has been reviewed by the Company's Audit Committee.

Shareholder information

Forward-looking statements

This document may contain 'forward-looking statements' that are based on current expectations or beliefs, as well as assumptions about future events. These forward-looking statements can be identi ed by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as 'may', 'could', 'will', 'expect', 'intend', 'estimate', 'anticipate', 'believe', 'plan', 'seek', 'continue' or other words of similar meaning. By their very nature, such statements are subject to known and unknown risks and uncertainties and can be affected by other factors that could cause actual results, and the Group's plans and objectives, to differ materially from those expressed or implied in the forward-looking statements.

Recipients should not place reliance on, and are cautioned about relying on, any forward-looking statements. There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. The factors that could cause actual results to differ materially from those described in the forward-looking statements include (but are not limited to) changes in global, political, economic, business, competitive, market and regulatory forces or conditions, future exchange and interest rates, changes in tax rates, future business combinations or dispositions and other factors speci c to the Group. Any forward-looking statement contained in this document is based on past or current trends and/or activities of the Group and should not be taken as a representation that such trends or activities will continue in the future.

No statement in this document is intended to be a pro t forecast or to imply that the earnings of the Group for the current year or future years will necessarily match or exceed the historical or published earnings of the Group. Each forward-looking statement speaks only as of the date of the particular statement. Except as required by any applicable laws or regulations, the Group expressly disclaims any obligation to revise or update any forward-looking statement contained within this document, regardless of whether those statements are affected as a result of new information, future events or otherwise.

Nothing in this document shall constitute, in any jurisdiction, an offer or solicitation to sell or purchase any securities or other nancial instruments, nor shall it constitute a recommendation or advice in respect of any securities or other nancial instruments or any other matter.

Further information can be obtained from the Company's registrars or from ShareGift on 020 7930 3737 or from sharegift.org

Details of voting at the Company's AGM and of proxy votes cast can be found on the Company's website at sc.com/agm

Please register online at investorcentre.co.uk or contact our registrar for a mandate form.

This information will be available on the Group's website at sc.com

You can check your shareholding at computershare.com/hk/investors

If you would like to receive more information, please visit our website at sc.com/shareholders or contact the shareholder helpline on 0370 702 0138.

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END

FR TAMJTMTATMMB

(END) Dow Jones Newswires

February 25, 2021 02:00 ET (07:00 GMT)

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