HSBC Bank plc

Annual Report and Accounts 2024

Registered number - 00014259

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| HSBC Bank plc Annual Report and Accounts 2024 | 1 |

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| Contents | |
|  | Strategic Report |
| [3](#i00991137ef874f6f9776336b919835c4_22) | Key financial metrics |
| [4](#i00991137ef874f6f9776336b919835c4_25) | About HSBC Group |
| [4](#i00991137ef874f6f9776336b919835c4_28) | Purpose and strategy |
| [6](#i00991137ef874f6f9776336b919835c4_37) | Our Global Businesses in 2024 |
| [7](#i00991137ef874f6f9776336b919835c4_40) | ESG Overview |
| [10](#i00991137ef874f6f9776336b919835c4_52) | Key Performance Indicators |
| [12](#i00991137ef874f6f9776336b919835c4_67) | Economic background and outlook |
| [13](#i00991137ef874f6f9776336b919835c4_70) | Financial summary |
| 19 | Risk overview |
|  | Risk |
| 21 | Our approach to risk |
| 23 | Top and emerging risks |
| 29 | Our material banking and insurance risks |
|  | Corporate Governance Report |
| 94 | Directors |
| 96 | Directors’ emoluments |
| 97 | Board committees |
|  | Financial statements |
| 107 | Independent auditors’ report to the members of HSBC Bank plc |
| 115 | Financial statements |
| 126 | Notes on the financial statements |
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Presentation of Information

This document comprises the Annual Report and Accounts 2024 for

HSBC Bank plc (‘the bank’ or 'the company') and its subsidiaries

(together ‘the group’). ’We’, ‘us’ and ‘our’ refer to HSBC Bank plc

together with its subsidiaries. It contains the Strategic Report, the

Report of the Directors, the Statement of Directors’ Responsibilities

and Financial Statements, together with the Independent Auditors’

Report, as required by the UK Companies Act 2006. References to

‘HSBC’, 'HSBC Group' or ‘Group’ within this document mean HSBC

Holdings plc together with its subsidiaries.

HSBC Bank plc is exempt from publishing information required by The

Capital Requirements Country-by-Country Reporting Regulations

2013, as this information is published by its parent, HSBC Holdings

plc. This information is available on HSBC’s website: www.hsbc.com.

Pillar 3 disclosures for the group are also available on www.hsbc.com,

under Investors.

Contents of the linked websites are not incorporated into this

document.

All narrative disclosures, tables and graphs within the Strategic Report

and Report of the Directors are unaudited unless otherwise stated.

Our reporting currency is £ sterling.

Unless otherwise specified, all $ symbols represent US dollars.

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Cautionary Statement Regarding

Forward-Looking Statements

This Annual Report and Accounts 2024 contains certain forward-

looking statements with respect to the company’s financial condition;

results of operations and business, including the strategic priorities;

financial, investment and capital targets; and the company’s ability to

contribute to the HSBC Group’s environmental, social and governance

(‘ESG’) ambitions, targets and commitments described herein.

Statements that are not historical facts, including statements about

the company’s beliefs and expectations, are forward-looking

statements. Words such as ‘may’, ‘will’, ‘should’, ‘expects’, ‘targets’,

‘anticipates’, ‘intends’, ‘plans’, ‘believes’, ‘seeks’, ‘estimates’,

‘potential’ and ‘reasonably possible’, or the negative thereof, other

variations thereon or similar expressions are intended to identify

forward-looking statements. These statements are based on current

plans, information, data, estimates and projections, and therefore

undue reliance should not be placed on them. Forward-looking

statements speak only as of the date they are made. The company

makes no commitment to revise or update any forward-looking

statements to reflect events or circumstances occurring or existing

after the date of any forward-looking statements. Written and/or oral

forward-looking statements may also be made in the periodic reports

to the US Securities and Exchange Commission, offering circulars and

prospectuses, press releases and other written materials, and in oral

statements made by the company’s Directors, officers or employees

to third parties, including financial analysts. Forward-looking

statements involve inherent risks and uncertainties.

Readers are cautioned that a number of factors could cause actual

results to differ, in some instances materially, from those anticipated

or implied in any forward-looking statement. These include, but are

not limited to:

– changes in general economic conditions in the markets in which

the company operates, such as new, continuing or deepening

recessions, prolonged inflationary pressures and fluctuations in

employment levels and the creditworthiness of customers beyond

those factored into consensus forecasts; the Russia-Ukraine war

and the conflict in the Middle East and their impact on global

economies and the markets where the company operates, which

could have a material adverse effect on (among other things) the

company’s financial condition, results of operations, prospects,

liquidity, capital position and credit ratings; deviations from the

market and economic assumptions that form the basis for the

company’s ECL measurements (including, without limitation, as a

result of the Russia-Ukraine war and the conflict in the Middle East

and inflationary pressures and commodity price changes); changes

and volatility in foreign exchange rates and interest rates levels;

volatility in equity markets; lack of liquidity in wholesale funding or

capital markets, which may affect the company’s ability to meet its

obligations under financing facilities or to fund new loans,

investments and businesses; geopolitical tensions or diplomatic

developments, both in Europe and in other regions such as Asia,

producing social instability or legal uncertainty, such as the Russia-

Ukraine war or the conflict in the Middle East (including the

resurgence, continuation or escalation thereof) and the related

imposition of sanctions and trade restrictions, supply chain

restrictions and disruptions, sustained increases in energy prices

and key commodity prices, claims of human rights violations and

diplomatic tensions between China and the US, which may extend

to and involve the UK and the EU, alongside other potential areas

of tension, which may adversely affect the group by creating

regulatory, reputational and market risks; the efficacy of

government, customer, and the company’s and the HSBC Group’s

actions in managing and mitigating ESG risks, in particular climate

risk, nature-related risks and human rights risks, and in supporting

the global transition to net zero carbon emissions, each of which

can impact the company both directly and indirectly through its

customers and which may result in potential financial and non-

financial impacts; illiquidity and downward price pressure in

national real estate markets; adverse changes in central banks’

policies with respect to the provision of liquidity support to

financial markets; heightened market concerns over sovereign

creditworthiness in over-indebted countries; adverse changes in

the funding status of public or private defined benefit pensions;

societal shifts in customer financing and investment needs,

including consumer perception as to the continuing availability of

credit; exposure to counterparty risk, including third parties using

the company as a conduit for illegal activities without the

company’s knowledge; the discontinuation of certain key Interest

rate benchmark reform ('IBOR') and the transition of the remaining

legacy Ibor contracts to near risk-free benchmark rates, which

continues to expose the company to some financial and non-

financial risks; and price competition in the market segments that

the company serves;

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| 2 | HSBC Bank plc Annual Report and Accounts 2024 |

Strategic Report | Key financial metrics

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– changes in government policy and regulation, including trade and

tariff policies, as well as monetary, interest rate and other policies

of central banks and other regulatory authorities in the principal

markets in which the company operates and the consequences

thereof (including, without limitation, actions taken as a result of

changes in government following national elections in the markets

where the group operates); initiatives to change the size, scope of

activities and interconnectedness of financial institutions in

connection with the implementation of stricter regulation of

financial institutions in key markets worldwide; revised capital and

liquidity benchmarks, which could serve to deleverage bank

balance sheets and lower returns available from the current

business model and portfolio mix; changes to tax laws and tax

rates applicable to the company, including the imposition of levies

or taxes designed to change business mix and risk appetite; the

practices, pricing or responsibilities of financial institutions serving

their consumer markets; expropriation, nationalisation, confiscation

of assets and changes in legislation relating to foreign ownership;

the UK’s relationship with the EU, particularly with respect to the

potential divergence of UK and EU law on the regulation of

financial services; changes in government approach and regulatory

treatment in relation to ESG disclosures and reporting

requirements, and the current lack of a single standardised

regulatory approach to ESG across all sectors and markets;

changes in UK macroeconomic and fiscal policy, which may result

in fluctuations in the value of the pound sterling; general changes

in government policy (including, without limitation, actions taken

as a result of changes in government following national elections

in the markets where the group operates) that may significantly

influence investor decisions; the costs, effects and outcomes of

regulatory reviews, actions or litigation, including any additional

compliance requirements; and the effects of competition in the

markets where the company operates, including increased

competition from non-bank financial services companies; and

– factors specific to the company and the HSBC Group, including the

company’s success in adequately identifying the risks it faces,

such as the incidence of loan losses or delinquency, and managing

those risks (through account management, hedging and other

techniques); the company’s ability to achieve its financial,

investment, capital targets and the HSBC Group’s ESG ambitions,

targets and commitments, which may result in the company’s

failure to achieve any of the expected outcomes of its strategic

priorities; evolving regulatory requirements and the development

of new technologies, including artificial intelligence, affecting how

the company manages model risk; model limitations or failure,

including, without limitation, the impact that high inflationary

pressures and rising interest rates have had on the performance

and usage of financial models, which may require the company to

hold additional capital, incur losses and/or use compensating

controls, such as judgemental post-model adjustments, to address

model limitations; changes to the judgements, estimates and

assumptions the company bases its financial statements on;

changes in the company’s ability to meet the requirements of

regulatory stress tests; a reduction in the credit ratings assigned to

the company or any of its subsidiaries, which could increase the

cost or decrease the availability of the company’s funding and

affect its liquidity position and net interest margin; changes to the

reliability and security of the company’s data management, data

privacy, information and technology infrastructure, including

threats from cyber-attacks, which may impact its ability to service

clients and may result in financial loss, business disruption and/or

loss of customer services and data; the accuracy and effective use

of data, including internal management information that may not

have been independently verified; changes in insurance customer

behaviour and insurance claim rates; the company’s dependence

on loan payments and dividends from subsidiaries to meet its

obligations; changes in the HSBC Group’s reporting framework

and accounting standards, which have had and may continue to

have a material impact on the way the company prepares its

financial statements; the company’s ability to successfully execute

planned strategic acquisitions and disposals; the company’s

success in adequately integrating acquired businesses into its

business; our ability to successfully execute and implement the

announced strategic reorganisation of the HSBC Group; changes in

the company’s ability to manage third-party, fraud, financial crime

and reputational risks inherent in its operations; employee

misconduct, which may result in regulatory sanctions and/or

reputational or financial harm; changes in skill requirements, ways

of working and talent shortages, which may affect the company’s

ability to recruit and retain senior management and an inclusive

and skilled workforce; and changes in the company’s ability to

develop sustainable finance and ESG-related products consistent

with the evolving expectations of its regulators, and the

company’s capacity to measure the environmental and social

impacts from its financing activity (including as a result of data

limitations and changes in methodologies), which may affect

HSBC Group’s ability to achieve its ESG ambitions, targets and

commitments, and increase the risk of greenwashing. Effective

risk management depends on, among other things, the company’s

ability through stress testing and other techniques to prepare for

events that cannot be captured by the statistical models it uses;

the company’s success in addressing operational, legal and

regulatory, and litigation challenges; and other risks and

uncertainties that the company identifies in ‘Risk – Risk Overview’,

‘Risk – Managing Risk’ and ‘Risk – Top and Emerging Risks’ on

pages 19 to 28 of the Annual Report and Accounts 2024.

This Annual Report and Accounts 2024 contains a number of

graphics, text boxes and credentials which aim to give a high-level

overview of certain elements of our disclosures and to improve

accessibility for readers. These graphics, text boxes and credentials

are designed to be read within the context of the Annual Report and

Accounts 2024 as a whole.

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| HSBC Bank plc Annual Report and Accounts 2024 | 3 |

Key financial metrics

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|  | 2024 | 2023 | 2022 |
| For the year (£m) |  |  |  |
| Profit/(loss) before tax | 2,068 | 2,152 | (1,199) |
| Net operating income before change in expected credit losses and other credit impairment charges1 | 7,473 | 7,506 | 4,304 |
| Profit/(loss) attributable to the parent company | 1,253 | 1,703 | (563) |
| At 31 December (£m) |  |  |  |
| Total equity attributable to the parent company | 26,895 | 24,359 | 23,102 |
| Total assets | 727,330 | 702,970 | 716,646 |
| Risk-weighted assets2,6 | 112,251 | 107,449 | 113,241 |
| Loans and advances to customers (net of impairment allowances) | 82,666 | 75,491 | 72,614 |
| Customer accounts | 242,303 | 222,941 | 215,948 |
| Capital ratios (%)2,6 |  |  |  |
| Common equity tier 1 | 19.5 | 17.9 | 16.3 |
| Tier 1 | 23.0 | 21.5 | 19.7 |
| Total capital | 36.8 | 34.6 | 31.3 |
| Leverage ratio (%)3 | 5.5 | 5.1 | 5.4 |
| Performance, efficiency and other ratios (%) |  |  |  |
| Return on average ordinary shareholders’ equity4,7 | 4.5 | 7.4 | (4.0) |
| Return on average tangible equity7 | 4.6 | 7.3 | (3.9) |
| Cost efficiency ratio5 | 70.4 | 68.5 | 122.0 |
| Ratio of customer advances to customer accounts | 34.1 | 33.9 | 33.6 |

1Net operating income before change in expected credit losses and other credit impairment charges is also referred to as revenue.

2Unless otherwise stated, regulatory capital ratios and requirements are based on the transitional arrangements of the Capital Requirements Regulation in force at

the time. These include the regulatory transitional arrangements for IFRS 9 'Financial Instruments'. References to EU regulations and directives (including

technical standards) should, as applicable, be read as references to the UK's version of such regulation and/or directive, as onshored into UK law under the

European Union (Withdrawal) Act 2018, and as may be subsequently amended under UK law.

3Leverage metrics exclude central bank claims in accordance with the Prudential Regulation Authority's (‘PRA‘) UK leverage framework.

4The return on average ordinary shareholders’ equity is defined as profit attributable to shareholders of the parent company divided by the average total

shareholders’ equity.

5Cost efficiency ratio is defined as total operating expenses divided by net operating income before change in expected credit losses and other credit impairment

charges.

6From November 2023, we reverted to the onshored UK version of closely correlated currency list (CIR(EU) 2019/2091) from the previously applied EBA list

(CIR(EU) 2021/249). Comparative data have been represented.

7Definitions and calculations of alternative performance measures are included in our ‘Reconciliation of alternative performance measures’ on page [18](#ia051ac63a92e4d0fab2521d211e5f55f_10457).

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| 4 | HSBC Bank plc Annual Report and Accounts 2024 |

Strategic Report | About HSBC Group | Purpose and strategy

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About HSBC Group

With assets of $3.0tn and operations in 58 countries and territories at

31 December 2024, HSBC is one of the largest banking and financial

services organisations in the world. Approximately 41 million

customers bank with the HSBC Group and the HSBC Group employs

around 211,000 full-time equivalent staff.

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Purpose and strategy

HSBC's purpose and ambition

Guided by the HSBC Group's purpose of 'Opening up a world of

opportunity', HSBC's ambition is to be the preferred international

financial partner for its clients.

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HSBC's business focus and strategic

priorities

During 2024, HSBC continued to implement its strategy, aligned to its

purpose, values and ambition.

In 2024, the HSBC Group served its customers through three global

businesses (Wealth and Personal Banking, Commercial Banking and

Global Banking and Markets) which focused on delivering growth in

areas where the HSBC Group has distinctive capabilities and

significant opportunities. Our 2024 operating segment results are

presented on this basis.

On 22 October 2024, HSBC Holdings plc announced that the HSBC

Group would simplify its organisational structure to help accelerate

delivery against its strategic priorities.

Effective 1 January 2025, the HSBC Group will operate through four

new businesses:

– Hong Kong

– UK

– Corporate and Institutional Banking ('CIB')

– International Wealth and Premier Banking ('IWPB')

HSBC's priorities

– Focus on our customers, delivering high satisfaction;

– Drive long-term growth by focusing on our strengths, increasing

our leadership and market share in the areas where we can

generate attractive returns;

– Simplify our structure and operating model. Reshape and

rationalise our portfolio, to meet the needs of a fast-changing

world.

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HSBC's values

HSBC's values help define who we are as an organisation and are key

to our long-term success.

– We value difference

– We succeed together

– We take responsibility

– We get it done

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HSBC in Europe

Europe is an important part of the global economy, accounting for

roughly 40% of global trade and one-quarter of global Gross Domestic

Product (UNCTAD, IMF 2024). Europe is the largest trading region in

the world and Asia is Europe’s biggest and fastest growing external

trading partner (UNCTAD, IMF 2024).

HSBC Bank plc helps facilitate trade within Europe and between

Europe and other jurisdictions where the HSBC Group has a

presence. HSBC Bank plc exists to open up a world of opportunity for

our customers by connecting them to international markets. We are

well positioned to capitalise on this opportunity and play a pivotal role

for the HSBC Group.

With assets of £727bn at 31 December 2024, HSBC Bank plc is one

of Europe’s largest banking and financial services organisations. We

employ around 10,700 people across our locations. HSBC Bank plc is

responsible for HSBC’s European business, apart from UK retail and

most UK commercial banking activity which, post ring-fencing, is

managed by HSBC UK Bank plc.

HSBC Bank plc is present in 18 markets and operates as one

integrated business with two main hubs in London and Paris1.

The London hub consists of the UK non-ring-fenced bank, which

provides overall governance and management for the Europe region

as a whole and is a global centre of excellence for wholesale banking

for the HSBC Group.

HSBC Continental Europe ('HBCE') is the dedicated Intermediate

Parent Undertaking (‘IPU’) for the region and comprises our Paris hub,

its EU branches (Belgium, Czech Republic, Germany, Ireland, Italy,

Luxembourg, Netherlands, Poland, Spain and Sweden) and

subsidiaries in Malta and Luxembourg (PBLU).

HSBC Bank plc also operates a small universal bank in Bermuda, as

well as branches in Israel, Switzerland, and South Africa. Other

entities comprise our WPB-led operations in the Channel Islands and

Isle of Man ('CIIOM'), a Western hub for International Expatriate

clients, as well as HSBC Private Bank (Suisse) SA ('PBRS').

1Full list of markets where HSBC Bank plc has a presence: Belgium,

Bermuda, Channel Islands and Isle of Man, Czech Republic, France,

Germany, Ireland, Italy, Israel, Luxembourg, Malta, Netherlands, Poland,

South Africa, Spain, Sweden, Switzerland and the UK.

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HSBC Bank plc's strategy and

progress on our 2024 commitments

Our ambition in Europe is to be the leading international transaction

and financing bank for corporates and institutions supporting our

clients' cross-border needs, complemented by a targeted wealth

business, with an efficient operating model and a robust control

framework (see our global businesses on page [6](#i00991137ef874f6f9776336b919835c4_37)).

Further information regarding how we support and engage with our

stakeholders can be found on page [8](#i8b03a123188a48218d6dedaddeb6ebc9_726945).

Reshaping and focusing

We have continued to work on optimising our operating model and

participation choices in support of our ambition. We have built a

leaner, simpler bank with a sharper strategic focus and have

redesigned our franchise around the needs of our international clients.

On 1 January 2024, HBCE completed the sale of its French retail

banking operations. In accordance with the terms of the sale, HBCE

retained a portfolio of home and other loans. During the fourth quarter

of 2024, HBCE began to actively market this retained portfolio for

sale.

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| HSBC Bank plc Annual Report and Accounts 2024 | 5 |

In February 2024, HSBC Bank plc completed the acquisition of

HSBC’s private banking entity in Switzerland, PBRS.

On 6 February 2024, following a strategic review of our operations in

Armenia, HSBC Europe BV (a wholly-owned subsidiary of HSBC Bank

plc) reached an agreement for the sale of HSBC Bank Armenia to

Ardshinbank. The transaction completed on 29 November 2024.

On 30 May 2024, we successfully completed the sale of our Russia

business with the sale of HSBC Europe BV’s wholly-owned subsidiary

HSBC Bank (RR) (Limited Liability Company) to Expobank.

On 23 September 2024, HBCE reached an agreement to sell its

private banking business in Germany to BNP Paribas. This sale, which

remains subject to governmental approvals and works council

consultation, is expected to be completed in the second half of 2025.

On 25 September 2024, we reached an agreement to transfer the

business of the HSBC Bank plc branch in South Africa to FirstRand

Bank Ltd. The transaction, which is subject to regulatory and

governmental approvals, is expected to complete in the second half

of 2025.

In September 2024, HSBC Bank Malta p.l.c. (‘HSBC Malta’) informed

its Shareholders that HSBC Holdings plc had informed the Board of

Directors of HSBC Malta that it will undertake a strategic review of its

indirect 70.03% shareholding in HSBC Malta. The review is at an early

stage and no decisions have been made.

On 20 December 2024, following a strategic review of its French

Insurance business, HBCE signed a Memorandum of Understanding

with Matmut Société d'Assurance Mutuelle for the planned sale of

life insurance business in France. The planned sale is subject to the

finalisation of information and consultation processes with the parties'

respective employees’ works councils. Completion of the planned

sale would be subject to obtaining relevant regulatory and competition

approvals and is expected to occur in the second half of 2025.

For further details on the planned disposal of our life insurance business in

France, our retained home and other loan portfolio in France, our private

banking business in Germany and our operations in South Africa please see

Note 34: 'Assets held for sale and liabilities of disposal groups held for sale',

for further financial information on the transaction on page 193.

Improving operational excellence

The HSBC Group is transforming its operations to enhance customer

experiences through the use of using artificial intelligence ('AI') and

automation to deliver faster, personalised, and more seamless

services. The HSBC Group is working to ensure that we balance the

opportunity AI presents to accelerate delivery of our strategy with the

need to ensure appropriate controls are in place to mitigate the

associated risks.

Within Global Trade Solutions (‘GTS’) Europe, we aim to help make

trade easier, faster, and safer, while seeking to deliver sustainable

and profitable growth. During 2024, we deployed enhancements to

our digital channel HSBCnet and our Application Programming

Interface (‘API’) driving automation and embedded finance solutions.

We continue to support our clients opting to use bank agnostic

platforms that provide trade finance solutions. At the end of 2024,

91% of trade transactions across all channels within HSBC Europe

were conducted digitally and we continue to see an increase in clients

adopting digital solutions.

Our ambition in Global Payments Solutions ('GPS') is to be the world’s

leading international cash management and payments provider,

bringing the whole of HSBC’s network seamlessly to our clients. We

are focused on modernising and future-proofing solutions as well as

digitising our service. In 2024, GPS Europe continued to make

improvements to HSBCnet including SEPA ('Single Euro Payments

Area') track payments in France and central bank account validation

(‘C-BAV’) across the region, allowing clients to more easily identify the

recipient of a payment. In 2024, SEPA instant payments were

introduced in Germany, Spain, Belgium and Italy.

Within Global Banking and Markets ('GBM'), we continued to invest in

building capabilities in digital assets and currencies via our digital

asset platform, HSBC Orion. Deloitte awarded HSBC Orion ‘Platform

Enabler of the Year’ in March 2024. In November 2024, HSBC Orion

was connected to the Banque de France’s DL3S platform, enabling

settlement of digital bonds using wholesale central bank digital

currency.

Within Markets & Securities Services ('MSS'), HSBC AI Markets

delivered a range of market insights and continues to help facilitate

informed execution. HSBC’s clients and staff are increasingly using

HSBC AI Markets to access AI or machine learning powered

solutions, including to find optimal hedging strategies. In 2024, the

average daily usage of HSBC AI Markets increased 125% compared

to 2023. We intend to roll out more AI capabilities in 2025 across

MSS strategic platforms.

Within the Channel Islands and Isle of Man ('CIIOM'), Wealth and

Personal Banking (‘WPB’) continued to drive a mobile first proposition.

We built out our core capabilities including secondary product opening

(including investments and term deposits), changing personal details,

innovating in payments and onboarding, and improving fraud and

money laundering controls. This will continue into 2025.

Private Banking remains committed to enhancing our digital offering,

and client facing digital capabilities to support the delivery of excellent

client service. In Switzerland, Luxembourg and CIIOM, a number of

service improvements have been delivered including client access to

on-demand client consolidated statements for improved experience.

From an ESG and sustainability perspective, we have sought to

integrate our clients’ preferences into HSBC Prism Advisory, our

Institutional portfolio-based advisory service.

In the second quarter of 2024 we implemented the Dynamic Risk

Assessment (‘DRA’) tool in Malta, France and Bermuda. The DRA tool

is a key part of our Financial Crime control framework, enabling more

precise detection of financial crime through the use of AI and machine

learning. In the fourth quarter of 2024, we deployed the Global Social

Network Analytics (‘GSNA’) tool in Ireland, Malta, Poland and Spain.

GSNA is replacing HSBC’s former correspondent banking transaction

monitoring detection system. Further DRA and GSNA deployments

are scheduled for 2025.

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| 6 | HSBC Bank plc Annual Report and Accounts 2024 |

Strategic Report | Our Global Businesses | ESG Overview

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Our Global Businesses in 2024

In 2024, we served our customers through three global businesses:

Global Banking and Markets; Commercial Banking; Wealth and

Personal Banking, as well as the Corporate Centre (comprising:

certain legacy assets, central stewardship costs, and interests in our

associates and joint ventures). Our 2024 operating segment results

are presented on this basis in 'Analysis of reported results by global

business' on page 14.

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Business segments

During 2024 our operating model had the following material

segments: a GBM business which is further split into three reportable

segments: MSS, GB and GBM Other (each as defined below), CMB,

WPB and a Corporate Centre. These segments are supported by

Digital Business Services and global functions.

Markets & Securities Services (‘MSS’)

Profit/(loss) before tax £121m (2023: £(144)m); (2022:

£509)

Markets & Securities Services is a product group that serves

customers of all global businesses, including retail, corporate and

institutional clients, globally. We offer our clients a range of services

and capabilities including trading, financing and securities services

across asset classes and geographies, supported by dedicated sales

and research teams.

Our European business supports the needs of our global client base,

providing access to the suite of MSS products, connecting emerging

and developed markets, and collaborating with other global

businesses to provide clients across the HSBC Group with

commoditised and bespoke solutions that seek to support their

growth ambitions.

Global Banking (‘GB’)

Profit before tax £1,122m (2023: £988m); (2022: £486m)

Global Banking delivered tailored financial solutions to corporate and

institutional clients worldwide opening up opportunities through the

strength of our global network and capabilities. We provided a

comprehensive suite of services including capital markets, advisory,

lending, trade services and global payments solutions.

Our European teams took a client-centric approach bringing together

relationship and product expertise to deliver financial solutions

customised to suit our clients’ growth ambitions and financial

objectives. We worked closely with our business partners including

MSS, WPB and CMB, to provide a range of tailored products and

services that seek to meet the needs of international clients across

HSBC. Global Banking Europe operated as an integral part of the

global business and contributes significant revenues to other regions,

particularly Asia and the Middle East, through our European client

base.

GBM Other

Loss before tax £(215)m (2023: £(266)m); (2022:

£(517)m)

GBM Other primarily comprised Principal Investments and GBM’s

share of HSBC’s Markets Treasury function. The Principal

Investments portfolio selectively made commitments to funds which

align with HSBC’s strategic priorities. The day-to-day management of

the portfolio was undertaken by HSBC Asset Management on GBM’s

behalf.

Commercial Banking (‘CMB’)

Profit before tax £743m (2023: £1,000m); (2022: £716m)

CMB connected our European customers to our global network of

relationship managers and product specialists to help support their

growth ambitions internationally, and we supported global

multinationals with growing their European subsidiaries through our

European relationship managers and product specialists. Commercial

Banking contributed significant revenues to other regions through our

European client base and drew benefit from the client network

managed outside Europe.

Our product range facilitated tailoring solutions to help meet clients’

requirements across lending and transactional banking, supported by

strong collaboration with GBM to deliver expertise in markets and

investment banking products. Our Global Payments Services and

Global Trade teams also provided treasury and trade finance solutions

to Global Banking clients.

Wealth and Personal Banking (‘WPB’)

Profit/(loss) before tax £653m (2023: £457m); (2022:

£(1,273)m)

In Europe, Wealth and Personal Banking served customers through

Private Banking, Retail Banking, Wealth Management, Insurance and

Asset Management. Our core retail proposition offered personal

banking, mortgages, loans, credit cards, savings, investments and

insurance services. WPB offered propositions such as Premier, as

well as wealth solutions, financial planning and international services.

In the Channel Islands and Isle of Man, we served local and

international customers, the majority of whom are customers of

HSBC in other markets, through our HSBC Expat proposition. Our

Private Banking proposition served high net worth and ultra-high net

worth clients with a relationship balance greater than $2m. Services

available to Private Banking clients included investment management,

Wealth Solutions and bespoke lending.

Private Banking hosted a ‘Next Generation’ programme of events to

support our clients’ next generation in building and retaining the

wealth within the family.

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| HSBC Bank plc Annual Report and Accounts 2024 | 7 |

ESG Overview

Our approach to environmental, social and governance is rooted in

creating long term value for our customers and the economies that

we serve.

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Our approach

The HSBC Group’s approach to ESG is focused on creating long term

value for our customers and wider stakeholders. We focus our efforts

on three areas: the transition to net zero, building inclusion and

resilience and acting responsibly.

Good outcomes

We are focused on running a strong and sustainable business that

puts the customer first, values good governance, and gives our

stakeholders confidence in how we do what we do.

Since July 2023, FCA Consumer Duty rules and guidance have

required firms to consider the needs, characteristics and objectives of

their customers at every stage of the customer journey. Regular

reporting is made available to HSBC Bank plc executives and the

HSBC Bank plc Board to help ensure we operate in an environment in

which good outcomes for customers are considered when doing

business.

Conduct

In 2024, 98% of HSBC Bank plc staff completed conduct training1.

Our conduct approach helps to guide us to do the right thing and to

focus on the impact we have on our customers and the financial

markets in which we operate. Details on our Conduct Framework are

available at www.hsbc.com/Conduct. Our section 172 statement,

detailing our Directors’ responsibility to stakeholders, can be found on

page [8](#i8b03a123188a48218d6dedaddeb6ebc9_648318).

1The completion rate shown relates to the ‘Conduct Matters’ training module

that was launched in December 2023 and concluded in 2024, and covers

permanent and non-permanent employees (where legally permissible to

assign training).

Our colleagues

We aspire to open up a world of opportunity for our colleagues and

build an inspiring, dynamic culture where the best talent wants to

work. We value difference and continue to build an inclusive

workforce representative of the communities we serve. We set and

report on progress made against the HSBC Group-wide gender and

ethnicity ambitions. Understanding the experience of colleagues is

central to our efforts. Through the HSBC Group employee Snapshot

survey, we capture our colleagues’ views on topics such as hybrid

working and well-being. Developing the skills of colleagues is critical

to energising our organisation. We foster a learning culture through

various resources, providing colleagues with educational materials

and development opportunities.

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Responsible business culture

We have a responsibility to help protect our customers, our

communities and the integrity of the financial system.

Employee matters

Empowering our organisation and energising our employees is critical

to HSBC Bank plc's success and remains a key focus.

The annual Snapshot survey provides all HSBC employees the

opportunity to share their experiences of working at the organisation.

The HSBC Bank plc survey had a 73% response rate in 2024 (vs 62%

in 2023), with positive trends across all the measured indices in the

survey. The Employee Engagement index was 61% at the end of

2024, an increase of 7 points compared with 20231. The Inclusion

Index saw a 2-point increase to 73%, 7 points above the Europe

Financial Services benchmark.

We are opening up a world of opportunity for our colleagues through

building an inclusive organisation that values difference, takes

responsibility and seeks different perspectives. We enable our

colleagues to self-identify their ethnicity data where legally

permissible. At a European level, we can collect and report ethnicity

data in: UK, Channel Islands, Bermuda, the Isle of Man, and South

Africa.

We aspire to be an organisation that is representative of the

communities which we serve. We have focused on increasing

representation of under-represented groups, specifically, women and

Black heritage colleagues in senior leadership roles. Our current

representation of Black heritage colleagues in senior leadership roles

in the UK is 2.9%, up from 2.8% in 2023. In 2024, senior leadership

roles held by women remained static at 25.3% vs 2023, in part due to

organisational restructures.

We continue to focus on the development of people managers who

enrich the experience and the skills of our colleagues. We have

developed a suite of leadership programmes aimed at our Managing

Directors ('MDs') to build their strategic clarity, alignment,

community, and capability. In 2024, 141 MDs across Europe

registered for one or more of the leadership programmes.

Additionally, we have an Accelerating into Leadership program for

Global Career Band 3 ('GCB') managers, and the uGrow program for

GCB4 managers.

There may be times when our colleagues need to speak up about

behaviours in the workplace and in the first instance, we encourage

colleagues to speak to their line manager. HSBC Confidential is a

global whistleblowing channel, allowing our colleagues past and

present to raise concerns confidentially and, if preferred,

anonymously (subject to local laws). Our colleagues tell us (via the

HSBC Bank plc Snapshot survey) that 70% feel confident using HSBC

Confidential without fear of reprisals or retaliation. Additionally, the

employee Snapshot index measuring colleagues’ confidence in

speaking up is at 73% in 2024 and shows an increase from 2023.

In 2024, HSBC in France, Germany, Italy, Luxembourg, Poland, and

Spain was recognised as a Top Employer by the Top Employers

Institute, recognising excellence in Human Resources practices.

1The Employee Engagement Index is our headline measure of how

employees feel about HSBC. HSBC Bank plc's score is lower than the HSBC

Group’s. However, the level of engagement is consistent with findings in

Gallup's 2023 State of the Global Workplace Report, which showed

significant regional variations in Employee Engagement across all sectors

and industries globally, and we remain above the Europe external

benchmarking scores.

Social matters

The HSBC Group aims to help provide people and communities with

the skills and knowledge needed to thrive through the transition to a

sustainable future.

In 2024, examples of the social programmes in HSBC Bank plc

included:

– HSBC Continental Europe collaborated with Junior Achievement

Europe to launch the Climate Resilience Programme, which aims

to provide educational opportunities related to innovations in

climate resilience for young people in France, Italy and Malta.

– In Switzerland, PBRS continued to support the activities of J’aime

ma planète – Eco Schools, a non-profit organization that educates

school children on the protection of the environment and the

transition to sustainable lifestyles.

– In France, we continued our work with CRESUS, an NGO which

supports financial and banking inclusion in France, and helped roll

out their financial education programme in Malta.

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Strategic Report | ESG Overview

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– We supported disaster relief agencies in response to the

humanitarian needs caused by the floods in Spain and Eastern

Europe.

HSBC Bank plc’s charitable giving in 2024 was £1.8m and was further

supported by our employees' contribution of volunteer hours to

community activities during work hours.

Human rights

As set out in the HSBC Group's Human Rights Statement, we

recognise the role of business in respecting human rights. The HSBC

Group's approach is guided by the UN Guiding Principles on Business

and Human Rights (‘UNGPs’) and the Organisation for Economic Co-

operation and Development ('OECD') Guidelines for Multinational

Enterprises on Responsible Business Conduct. The HSBC Group's

Human Rights Statement and annual statements under the UK

Modern Slavery Act are available on https://www.hsbc.com/who-we-

are/esg-and-responsible-business/esg-reporting-centre.

Anti-corruption and anti-bribery

We are required to comply with all applicable anti-bribery and

corruption laws in every market and jurisdiction in which we operate

while focusing on the spirit of relevant laws and regulations to

demonstrate our commitment to ethical behaviours and conduct as

part of our environmental, social and corporate governance.

Environmental matters

In 2020, HSBC Group set out an ambition to provide and facilitate

$750bn to $1tn of sustainable finance and investment by 2030 to

support our customers in their transition to net zero and a sustainable

future.

Since 2020, HSBC Bank plc has provided and facilitated $172.6bn of

sustainable finance and investment, as defined in the HSBC's Group's

Sustainable Finance and Investment Data Dictionary 2024.

More information about the HSBC Group's assessment of climate risk

can be found in the HSBC Holdings plc Annual Report and Accounts

2024.

Non-financial information statement

Disclosures required pursuant to the Companies, Partnerships and

HSBC Groups (Accounts and Non-Financial Reporting) Regulations

2016 can be found on the following pages:

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|  |  |
| Environmental matters | Page [8](#i7f2d4822656647dbabd64ddcb922b129_789067) |
| The company’s employees | Pages [7](#i7f2d4822656647dbabd64ddcb922b129_789164) to [9](#i8b03a123188a48218d6dedaddeb6ebc9_737522) and 102 to 103 |
| Social matters | Page [7](#i7f2d4822656647dbabd64ddcb922b129_967138) |
| Respect for human rights | Page [8](#i7f2d4822656647dbabd64ddcb922b129_789068) |
| Anti-corruption and anti-bribery matters | Page [8](#i7f2d4822656647dbabd64ddcb922b129_789069) |
| Business segments | Page [6](#i29bda911e3c04f90b0746eb4a46b5fd5_71605) |
| Principal risks | Page 19 |

More information about the HSBC Group's approach to environmental

matters, customers, employees and governance can be found in the

HSBC Holdings plc Annual Report and Accounts 2024.

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Section 172(1) statement

This section 172(1) statement, set out on pages [8](#i8b03a123188a48218d6dedaddeb6ebc9_737523) to [10](#i8b03a123188a48218d6dedaddeb6ebc9_737526), describes

how the Directors had regard to the matters set out in section 172(1)

(a) to (f) of the Companies Act 2006 (the 'Act') when performing their

duty to promote the success of the company during the year.

The Board recognises the importance of engaging with stakeholders

effectively to ensure their interests and priorities are understood and

given due consideration in Board discussions and decision-making.

Throughout the year, the Board considered a range of factors when

making decisions, and was supported in the discharge of its duties

and responsibilities by (for example):

– an induction programme and ongoing training for Directors to

provide an understanding of our business and financial

performance and prospects;

– management processes which help ensure that proposals

presented to Board and committee meetings for decision include

information relevant to determine the action that would most likely

promote the success of the bank, and involve engagement with

stakeholders where relevant, to support appropriate decision

making;

– agenda planning for Board and committee meetings to provide

sufficient time for the consideration and discussion of key matters;

and

– engagement with key stakeholders which allows the Board to gain

valuable insight on various perspectives, and in turn, inform their

deliberations and decision making in Board and committee

meetings.

When making decisions, the Board continues to be mindful of the

likely long-term consequences of those decisions, and of the

desirability of the bank maintaining its reputation for high standards of

business conduct.

Stakeholder Engagement

The Board understands the importance of effective engagement with

its six key categories of stakeholders, namely customers, employees,

shareholders and investors, regulators and governments, suppliers,

and communities. The outcomes from such stakeholder engagement

feed into Board discussions and decision making. This approach

allows the Board to better understand the impact of the bank's

actions on its stakeholders, both over the short term and the long

term, and to take those impacts into account when responding to the

opportunities and challenges facing the bank. The relevance of each

stakeholder group to an issue considered by the Board varies

depending on the specific decision being taken by the Board. Not

every decision the Board makes will necessarily result in a positive

outcome for all stakeholders.

The two examples provided below of principal discussions and

decisions taken by the Board in 2024 show how the Directors and

Board respectively discharged their individual and collective

responsibility for promoting the long-term success of the bank and

took different stakeholder considerations into account in reaching a

decision or forming a view.

For further details regarding the role of the Board, including key activities

during 2024, please see page 96.

Customers

As one of Europe’s largest banking and financial services

organisations, our corporate and institutional customers are at the

core of the bank's business model: without customers there would

be no bank. Our ambition in Europe is to be the leading international

transaction and financing bank for corporates and institutions

supporting our clients' cross-border needs, complemented by a

targeted wealth business. The Board strives to ensure it has a broad

understanding of the bank’s customers and to give consideration to

them when its approval is sought on significant matters such as

material acquisitions, disposals, investments and large-scale change

or transformation programmes. How we have served and supported

our customers during 2024 is covered in the 'Our Global Businesses

in 2024' section on page 6 in the Strategic Report.

To better understand customer issues and difficulties and how the

bank can respond to them, the Board has been provided with

customer feedback and key performance indicators, such as net

promoter scores, customer complaints and digital satisfaction survey

results.

The Board schedule for 2024 also included Commercial Banking,

Wealth and Personal Banking, Global Banking and Markets and Digital

strategy overview sessions which incorporated discussions on

customer interactions, customer surveys, complaints feedback and

product developments to meet customers’ needs.

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| HSBC Bank plc Annual Report and Accounts 2024 | 9 |

Employees (Workforce Engagement)

Employees are critical to the success of the bank, its sustainability

and long-term future. Understanding employee sentiment and how

we are addressing feedback is a key area of Board focus. During the

year, the Board received regular updates from senior management on

the progression of our people priorities covering various employee-

focused initiatives across culture, leadership, talent, skills, inclusion,

wellbeing and colleague experience. These allowed the Board to

understand employee sentiment, health and well-being throughout

2024. Further information on people priorities can be found under

Employees at pages 102 to 103.

Feedback from employees is gathered via various mechanisms

including surveys and 'speak up' channels which are reported to the

Board. The Board is also presented annually with the bank's results of

the Snapshot survey, which runs every September and gives all HSBC

employees the opportunity to share their experiences of working at

the organisation, and a culture dashboard which has been developed

to track progress in embedding a positive and inclusive culture across

the business. Board focus on employees continued to remain

heightened throughout 2024 due to the ongoing transformation

programme and the need for continuing consideration of the impact

on employees when making Board decisions.

During 2024, individual Board members also met with representatives

from our Employee Resource Groups to discuss the challenges and

opportunities faced by our diverse employee population.

Shareholders and Investors

The bank is a wholly-owned subsidiary of HSBC Holdings plc and, as

such, the Board took into account the likely implications of its

decisions for its shareholder, HSBC Holdings plc, and its debt security

investors, over both the short term and the long term. The Board

regularly engaged with its shareholder and considered the interests of

its shareholder and debt investors throughout the year. For example:

– the Board Chair and Committee Chairs engaged with HSBC Group

counterparts and attended Group forums and Group committee

meetings, together with Executive Directors, to engage on

common issues and strategic priorities;

– the Board reviewed and approved bank-specific components of

Group programmes;

– the Board considered the strength of the balance sheet to ensure

that the ability to make distributions to HSBC Holdings plc, in

accordance with its dividend policy, and to pay principal or interest

on its debt securities in accordance with prescribed terms was not

at risk; and

– the Board engaged with HSBC Holdings plc Board members to

showcase the bank’s business and its people, thus enabling the

HSBC Holdings plc Board members to develop a deeper

understanding of the bank to inform their own Group-level

decision-making going forward.

Regulators and Governments

During the year, the Directors met regularly with regulators both in

the UK and Europe. It is central to the success of the bank that it has

constructive relationships with regulators and governments and that

there is a mutual understanding of expectations and challenges and

their impact on customers, the business model and the bank’s

strategy.

The Board receives regular updates on how HSBC interacts with

regulators globally and at the European level. Understanding

regulators’ views and priorities shapes and influences Board

discussions and decision making. Board engagement with regulators

during 2024 also included participation by Directors in industry and

regulator forums and round table events.

Suppliers

Suppliers are critical to supporting the infrastructure and operations of

the business and we work with suppliers to ensure mutually

beneficial relationships. It is key for the Board to understand the

Group’s supply chain and how suppliers’ operations are aligned to our

purpose and values.

During the year, the Board's Transformation, Operational Resilience,

and Technology Committee ('TRT') received regular third-party risk

management and operational resilience reporting, which provided an

overview of the bank's ability to operate within its impact tolerances

to meet the PRA's operational resilience SS1/21 expectations by

March 2025.

Further detail on third party risk management is included in the Risk Review

on page 28.

Communities

We have a long-standing commitment to support the communities in

which we operate. The bank is conscious of the need to manage the

societal and environmental impact of its business when making

decisions. During the year, the Board received regular updates on

matters spanning human rights and environmental and climate issues.

For further details regarding the role of the bank in supporting communities,

please see page 7.

Principal Decisions

To provide some examples of how the Directors have exercised their

statutory duties under section 172(1) of the Companies Act 2006 in

relation to matters of strategic importance during 2024, set out below

are overviews of two of the principal decisions made by the Board

during 2024 and some of the matters the Board took into account in

taking such decisions.

Sale of HSBC Bank Armenia CJSC (‘HBAM’)

Although HBAM had been operating in Armenia since the 1990s,

initially as a Joint Venture, in recent years the Armenian operation has

been a non-core business and it was considered that a sale would be

aligned with HSBC’s ambition to redeploy capital from less strategic

businesses to higher-growth opportunities. The proposal was first

endorsed at the Group Executive Committee for further consideration

and decision making by the Board. The Board considered the

alternative option of a run-down of the business. This was viewed to

be less attractive economically as well as carrying greater risk in

terms of staff attrition, residual control, and regulatory risks during a

protracted run-down period. The Board constructively engaged with

management to consider the financial and regulatory implications and

the likely consequence of the proposal on the bank’s key

stakeholders, as appropriate.

The implications of the transaction for key stakeholders were

considered. Management planned engagement with customers

together with migration plans to minimise detriment to customers.

The Board also considered the implications of the transaction for

employees and noted safeguards to retain staff during the transition

period.

Associated engagement with regulators resulted in no objections

being raised in respect of the transaction.

In reaching its decision, and mindful of the long-term consequences

of decisions and their impact on operations, the Board acknowledged

the strategic rationale for the proposal and the financial and capital

impacts on the bank. Having taken all these and other factors into

account, the Board concluded that proceeding with the transaction

was most likely to promote the success of the bank for the benefit of

its shareholder, and, accordingly, approved the transaction.

Sale of the Private Banking Business in

Germany

The Board considered a proposal for the bank to sell the private

banking business in Germany, which provides a wide range of

financial and banking services in Germany to high net worth and ultra-

high net worth individuals, personal investment companies, operating

companies and family trusts. In considering the sale proposal, the

Board noted that the business lacked scale and its systems and

infrastructure were largely bespoke and would continue to require

customized investment which would require significant expenditure

which was not aligned with the bank’s strategic priorities.

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Strategic Report | ESG Overview | Key Performance Indicators

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Management therefore had undertaken an exercise to seek a buyer

who could support growth in the business. The proposal was first

endorsed at the Group Executive Committee for consideration and

approval by the Boards of the bank and its direct subsidiary, HSBC

Continental Europe.

The Board considered the terms of the offers received from potential

buyers and the recommendation put forward by management to

conclude the transaction with one of the parties. In reaching its

decision, the Board constructively engaged with management to

consider the financial and regulatory implications and any impacts on

the bank’s key stakeholders, as appropriate. Factors considered

included the risk of client attrition and safeguards to manage a

smooth client experience and seamless migration. In addition, the

Board also considered the impact of the transaction on employees,

the commitments given to safeguard terms and conditions of

employment and the business opportunity offered to transferring

staff.

In reaching its decision, and mindful of the long-term consequences

of decisions and their impact on operations, the Board acknowledged

the strategic rationale for the proposal and the financial and capital

impacts on the bank. Having taken all these and other factors into

account, the Board concluded that proceeding with the transaction

was most likely to promote the success of the bank for the benefit of

its shareholder, and, accordingly, approved the transaction.

Tax

Our approach to tax

We are committed to applying both the letter and the spirit of the law

in all territories where we operate, and have adopted the UK Code of

Practice for the Taxation of Banks. As a consequence, we seek to pay

our fair share of tax in the countries in which we operate. We

continue to strengthen our processes to help ensure our banking

services are not associated with any arrangements known or

suspected to facilitate tax evasion.

HSBC continues to apply global initiatives to improve tax transparency

such as:

– the US Foreign Account Tax Compliance Act (‘FATCA’);

– the Organisation for Economic Co-operation and Development

('OECD') Standard for Automatic Exchange of Financial Account

Information (also known as the Common Reporting Standard);

– the CRD IV Country by Country Reporting;

– the OECD Base Erosion and Profit Shifting (‘BEPS’) initiative; and

– the UK legislation on the corporate criminal offence (‘CCO’) of

failing to prevent the facilitation of tax evasion.

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Key Performance Indicators

The Board of Directors tracks the group’s progress in implementing

its strategy with a range of financial and non-financial measures or key

performance indicators (‘KPIs’). Progress is assessed by comparison

with the HSBC Group strategic priorities, operating plan targets and

historical performance. The group reviews its KPIs regularly in light of

its strategic objectives and may adopt new or refined measures to

better align the KPIs to HSBC’s strategy and strategic priorities.

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Financial KPIs

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|  | 2024 | 2023 | 2022 |
| Profit/(Loss) before tax (£m) | 2,068 | 2,152 | (1,199) |
| Cost efficiency ratio (%) | 70.4 | 68.5 | 122.0 |
| Return on average tangible equity (%) | 4.6 | 7.3 | (3.9) |
| Common equity tier 1 capital ratio (%) | 19.5 | 17.9 | 16.3 |
|  |  |  |  |

Profit before tax in 2024 was £2,068m, a decrease of £84m

compared with 2023. This decrease was driven by the impact of one-

off items relating to the disposals of our retail banking operations in

France, our entities in Armenia and Russia, and the non-repeat of a

prior year gain on the sale of the Private Bank Guernsey branch.

These were partly offset by the favourable impact of the restructuring

of our legal entities comprising the acquisitions of PBLU, PBRS

(including Private Bank Guernsey branch) and HSBC Bank Bermuda

Limited ('HBBM') from within the HSBC Group. In addition, profit

before tax increased reflecting higher revenue and income from

associates.

Revenue of £7,473m was £33m lower in 2024 compared with 2023.

Revenue was lower due to the impact of entity disposals. Revenue in

2023 included the impact of a gain of £156m on the classification of

our retail banking operations in France, which were sold in 2024, as

held-for-sale. In addition, there were losses associated with the sale

of our subsidiaries in Russia and Armenia, which were also sold in

2024.

These revenue reductions were partly offset by the impact of the

restructuring of our legal entities which included the acquisition of

entities from within HSBC Group. This included increased revenue

following the acquisitions of PBLU, PBRS (including Private Bank

Guernsey branch) and HBBM. These increases were partly offset by

lower revenue as 2023 included a gain of £285m on the transfer of

our Private Bank Guernsey branch to PBRS.

In addition, revenue was higher in MSS, partly offset by lower

revenue in GPS.

Expected credit losses and other credit impairment charges ('ECL')

were a net charge of £163m, £6m lower than 2023. In both years,

ECL primarily comprised stage 3 charges.

Operating expenses were higher by £118m. This reflected higher

costs from the acquisitions of PBLU, PBRS (including Private Bank

Guernsey branch) and HBBM. Expenses were also higher due to

Technology spend on strategic investments to support our growth

initiatives and on regulatory programmes. These increases were partly

offset by lower expenses following the sale of our retail banking

operations in France, a lower UK Bank levy charge and a lower Single

Resolution Fund (‘SRF’) levy in 2024.

Cost efficiency ratio was 70.4%, 1.9 percentage points higher

compared with 2023 driven by lower revenue and higher operating

expenses. Revenue decreased by 0.4% and operating expenses

increased by 2%, mainly driven by the factors mentioned above.

Return on average tangible equity (‘RoTE’) is computed by

adjusting profit attributable to ordinary shareholders by excluding

impairment of goodwill and other intangible assets, divided by

average tangible shareholders' equity excluding goodwill and

intangibles for the period. The adjustment to reported results and

reported equity excludes amounts attributable to non-controlling

interests.

We provide RoTE as a way of assessing our performance, which is

closely aligned to our capital positions.

RoTE has reduced from 7.3% in 2023 to 4.6% in 2024. This was

driven by an increase in the tax charge, up by £358m in 2024.

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| HSBC Bank plc Annual Report and Accounts 2024 | 11 |

CET1 capital ratio represents the ratio of common equity tier 1

capital to total risk-weighted assets ('RWA'). CET1 capital is the

highest quality form of capital comprising shareholders’ equity and

related non-controlling interests less regulatory deductions and

adjustments.

The group seeks to maintain a strong capital base to support the

development of its business and meet regulatory capital requirements

at all times.

The CET1 capital ratio of 19.5% in 2024 increased by 1.6% from

2023, mainly due to an increase in capital reflecting capital generation

through profits and share issuances, partly offset by an increase in

RWAs.

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Non-financial KPIs

We monitored a range of non-financial KPIs focused on customers,

people, culture and values, including customer service satisfaction,

employee engagement, diversity and sustainability.

For details on customer service and satisfaction please refer below; for the

remaining non-financial KPIs, refer to the Non-financial information

statement on page [8](#i7f2d4822656647dbabd64ddcb922b129_789072) and Corporate Governance section on pages 94 to

104.

Customer service, awards and

satisfaction

In 2024 our global businesses were committed to providing an

excellent customer experience and continued to strive towards

improving our propositions to meet client needs.

MSS

In 2024, MSS won numerous awards including at the Euromoney

Awards for Excellence, where we received the UK Best Bank for

Corporates and Western Europe’s Best Bank for Transaction Services.

At the Risk Awards (for FX) we received the Best Prime Broker, we

received the 2024 SRP Award for Deal of the Year: HSBC Auto-

callable Reload – HSBC EMEA and in Extel Survey 2024 ranking

number one for Developed Europe: Multi Asset Research, UK (large

cap) Overall Broker.

GB

In the Euromoney Awards for Excellence, HSBC Europe won the UK’s

Best Bank and the UK’s Best Bank for Corporates. In the Euromoney

Cash management survey, we were awarded Best Bank for Cash

Management Product & Technology in France, Client Service in the

UK and Corporate Cards in Western Europe.

CMB

CMB measured several operational metrics on customer service

levels and gathered direct customer feedback to help ensure our

solutions and channels remained relevant and fit for our customers’

digital needs. Our centralised booking model in Paris for our pan-

European customers enabled us to regionally cover and manage

customers through a consistent and streamlined level of service. This

also ensured our Relationship Managers could support and cover

customers using a common toolkit.

HSBC was awarded Market Leader and Best in Service for Trade

Finance in four European markets, a testament to our continuous

efforts to develop our solutions, technology and customer service.

HSBC has also been recognised as the Western Europe’s Best bank

for transaction services by Euromoney which helps demonstrate how

strategies in both GPS and GTS provided HSBC’s clients with tools to

operate their business more effectively.

WPB

WPB monitored customer experience through a number of

satisfaction metrics known as Net Promoter Scores, which cover

customer services across various channels including branches,

contact centres and digital. One example is the iNPS ('Interactions

Net Promoter Score') which measured interactions with our

customers digitally both online and on mobile. The Channel Islands

and Isle of Man business received separate scores for its domestic

‘Islands’ business and its international ‘Expat’ business. The ‘Islands’

business scored 33.5 for online, 3.5 behind plan, and 43.7 for mobile,

against a target of 37. The Expat proposition scored 15.3 against a

target of 15 for online. Additionally, Journey NPS (‘jNPS’) was a

customer experience metric used to review customer journeys, with

a score of 33 for payments, 7 points behind target, and 61 for term

deposit savings, 11 points ahead of target. We recognise the

importance of customer feedback and continued to enhance our

insights to gain a better understanding of our clients to provide a

more personalised and relevant service.

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| 12 | HSBC Bank plc Annual Report and Accounts 2024 |

Strategic Report | Economic background and outlook | Financial Summary

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Economic background and outlook

UK

Soft growth, slowly improving

inflation picture

Following a return to growth in the first half of 2024, UK economic

activity broadly stagnated over the second half of the year, with GDP

growth of zero in the third quarter and 0.1% in the fourth quarter

(Office for National Statistics, ‘ONS’). Household incomes are growing

in inflation-adjusted terms and Bank of England interest rates are

gradually declining, which should provide some support to the

economy. However, consumer and business sentiment remain

subdued. In part, this reflects uncertainties surrounding the impact of

changes in fiscal policy announced in the UK government’s 2024

Budget, and also the extent to which productivity can pick up from

recent low growth rates. Uncertainty about potential changes in global

trade policies also affects the UK economic outlook.

That said, the inflation backdrop has become more settled over the

past few months. Having peaked at 11.1% in October 2022, and

having started 2024 at 4.0%, the annual rate of consumer price

inflation ended 2024 at 2.5% (ONS). This easing in the headline

inflation rate rather reflects gradual fall in service price inflation, which

is an important gauge of domestic price pressures. However, wage

numbers still indicate a degree of persistence in labour cost pressures

– the annual rate of average regular pay growth remained elevated

5.6% in the three months to November 2024 (ONS).

Past falls in inflation have opened the door to gradual interest rate

reductions from the Bank of England ('BoE'). Having raised Bank Rate

from 0.1% to 5.25% between 2021 and 2023, the Monetary Policy

Committee ('MPC') has cut rates three times since August 2024, with

the rate now standing at 4.50%. In its February 2025 policy

statement, the BoE's Monetary Policy Committee said it will be

'careful' in deciding by how much and when to cut Bank Rate further.

Eurozone

Mixed performance amid prospects

for further rate cuts

Eurozone economic activity was subdued at the end of 2024, with

GDP growth slowing from 0.4% in the third quarter, to zero in the

fourth quarter (Eurostat). However, different growth trends have been

observed across regions. For example, in the fourth quarter,

Germany’s economy contracted by 0.2%, with notable headwinds

from weak industrial output. On the other hand, Spain’s economy

grew by 0.8%, reflecting a continuation of robust service sector

demand and a growing workforce. Notwithstanding these differences,

consumer spending could be a key common growth driver, supported

by lower inflation and interest rates. However, prospects for business

investment and exports are more subdued, partly reflecting

uncertainty in the global trade environment.

Regarding inflation, having peaked at an all-time high of 10.6% in

October 2022, the annual rate of eurozone consumer price inflation

stood at an annual rate of 2.5% in January (Eurostat, 'flash' estimate).

While this is a much-improved backdrop, the headline rate remains

slightly above the European Central Bank’s ('ECB’s') 2% target.

Additionally, past disinflation in goods prices has now ceased while

annual service price inflation remains elevated, at 3.9% in January

(Eurostat, 'flash' estimate).

However, even as some inflation pressures persist, material concerns

surround the growth outlook with a number of business surveys –

including the Purchasing Managers’ Index ('PMI') survey – pointing to

little or no growth in economic activity. Against that backdrop, the

ECB reduced policy rates in 2024 and early 2025, with the key deposit

rate having been reduced from its 4.00% peak, to 2.75%. ECB

officials have signalled an intention to reduce interest rates further

while not “pre-committing” to a particular path.

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| HSBC Bank plc Annual Report and Accounts 2024 | 13 |

Financial summary

Use of alternative performance measures

Our reported results are prepared in accordance with International

Financial Reporting Standards ('IFRS Accounting Standards'), as

detailed in the Financial Statements starting on page 115.

In measuring our performance, we use financial measures which

eliminate factors that distort period-on-period comparisons. These are

considered alternative performance measures. All alternative

performance measures are described and reconciled to the closest

reported financial measure when used. The global business

segmental results are presented in accordance with IFRS 8 ‘Operating

Segments’, as detailed in ‘Basis of preparation’ in Note 9: ‘Segmental

analysis’ on page 154.

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| Summary consolidated income statement for the year ended | | | |
|  | 2024 | 2023 | 2022 |
|  | £m | £m | £m |
| Net interest income | 985 | 2,151 | 1,904 |
| Net fee income | 1,275 | 1,229 | 1,295 |
| Net income from financial instruments measured at fair value | 5,998 | 4,784 | 1,750 |
| Gains less losses from financial investments | 22 | (84) | (60) |
| (Losses)/gains recognised on Assets held for sale1 | (100) | 296 | (1,947) |
| Insurance finance (expense)/income | (984) | (1,184) | 1,106 |
| Insurance service result | 171 | 124 | 121 |
| Other operating income | 106 | 190 | 135 |
| Net operating income before change in expected credit losses and other credit impairment  charges2 | 7,473 | 7,506 | 4,304 |
| Change in expected credit losses and other credit impairment charges | (163) | (169) | (222) |
| Net operating income | 7,310 | 7,337 | 4,082 |
| Total operating expenses | (5,260) | (5,142) | (5,251) |
| Operating profit/(loss) | 2,050 | 2,195 | (1,169) |
| Share of profit/(loss) in associates and joint ventures | 18 | (43) | (30) |
| Profit/(loss) before tax | 2,068 | 2,152 | (1,199) |
| Tax (charge)/ credit | (785) | (427) | 646 |
| Profit/(loss) for the year | 1,283 | 1,725 | (553) |
| Profit/(loss) attributable to the parent company | 1,253 | 1,703 | (563) |
| Profit attributable to non-controlling interests | 30 | 22 | 10 |

1 In relation to the sale of our retail banking operations in France, we recognised a £1.7bn impairment loss in 3Q22 on initial classification of the business as held-

for-sale. In 1Q23, we reversed the £1.7bn impairment loss as the sale became less certain. On subsequent re-classification of the business as held-for-sale in

4Q23, we recognised a £1.5bn impairment loss.

2 Net operating income before change in expected credit losses and other credit impairment charges is also referred to as revenue.

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Reported performance

Profit before tax of £2,068m was £84m lower than in 2023. This

decrease was driven by the impact of one-off items relating to the

disposals of our retail banking operations in France, our entities in

Armenia and Russia, and the non-repeat of a prior year gain on the

sale of the Private Bank Guernsey branch. These were partly offset by

the favourable impact of the restructuring of our legal entities

comprising the acquisitions of PBLU, PBRS (including Private Bank

Guernsey branch) and HBBM from within HSBC Group. Excluding

these, profit before tax increased, reflecting higher revenue and

higher income from associates.

Revenue was £33m lower in 2024 compared with 2023. This

reflected the impact of entity disposals and the restructuring of our

legal entities partly offset by the acquisition of entities from within

HSBC Group and business performance.

The impact of disposals reduced revenue by £458m. This included

lower revenue following the sale of our retail banking operations in

France, and the sale of our business in Armenia and Russia. The

reduction in revenue also included the impact of a gain in 2023 of

£156m in respect of the classification of our retail banking operations

in France as held-for sale, in addition to losses in 2024 associated

with the sale of our subsidiaries in Russia and Armenia.

The impact of the restructuring of our legal entities increased revenue

by £303m. This included an increase in revenue in 2024 following the

acquisitions of PBLU, PBRS (including Private Bank Guernsey branch)

and HBBM. This was partly offset by lower revenue as 2023 included

a gain of £285m on the transfer of the Private Bank Guernsey branch

to PBRS.

In addition to these items, revenue was higher in MSS, mainly in

Equities and Securities Financing. This was partly offset by lower

revenue in GPS.

ECL of £163m in 2024 were £6m lower compared with 2023. In both

years, ECL primarily comprised stage 3 charges.

Operating expenses of £5,260m increased by £118m compared with

2023. The increase primarily reflected higher costs from the

acquisitions of PBLU, PBRS (including Private Bank Guernsey branch)

and HBBM (£391m). This was partly offset by lower costs following

the sale of our retail banking operations in France (down £221m).

Net interest income (‘NII’) decreased by £1,166m or 54% compared

with 2023. This included lower net interest income in Corporate

Centre due to increased funding costs associated with the funding of

our Markets business in MSS, generating trading income. These

funding costs were up £1,072m reflecting growth in net trading

assets. Excluding this, NII was down by £94m. This reflected lower

NII in Corporate Centre (down £171m) driven by a higher cost of

funding the portfolio of retained retail loans in France, and in CMB

(down £151m), mainly in GPS reflecting lower margins.  NII was also

lower in Global Banking (down £98m), in GPS due to lower margins

reflecting the impact of new strategic hedges, product mix and

repricing, partly offset by higher balances, and NII was lower in Credit

& Lending ('C&L') due to muted client demand. These reductions

were offset by MSS (up £358m) including in Securities Financing due

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| 14 | HSBC Bank plc Annual Report and Accounts 2024 |

Strategic Report | Financial summary

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to the impact of interest rate increases, in Commodities due to higher

balances, and reflecting an increase in the allocation of NII on central

funds from Corporate Centre.

Net fee income  increased by £46m or 4% compared with 2023. This

increase in WPB (up £76m) driven by the acquisition of PBRS was

partly offset by the sale of our retail banking operations in France.

There was also higher fee income in Global Banking (up £47m) mainly

in Investment Banking (up £30m) reflecting increased market activity,

and in GPS (up £16m) driven by continued strategic growth initiatives.

In addition, net fee income in CMB increased (up £15m) mainly from

the acquisition of HBBM. This was partly offset by lower net fee

income in MSS (down £108m) including higher brokerage and clearing

house fees reflecting business growth.

Net income from financial instruments measured at fair value

increased by £1,214m or 25% compared with 2023, primarily related

to trading activities in MSS (up £1,088m), for which the associated

funding costs are reported in net interest income. In addition, net

income from financial instruments measured at fair value was higher

in CMB (up £93m), which included a gain on the sale of a preference

shares in Visa. This was partly offset by a reduction in WPB (down

£58m). WPB included a decrease in insurance manufacturing (down

£222m), driven by lower returns on financial assets supporting

insurance contracts where the policyholder is subject to part or all of

the investment risks. The adverse movement resulted in a

corresponding movement in liabilities to policyholders, reflecting the

extent to which policyholders participate in the investment

performance of the associated assets. This offsetting movement is

recorded in ‘Insurance finance income/(expense)'. The decrease in

WPB was partly offset by increases following the sale of our retail

banking operations in France and the acquisition of PBLU, PBRS and

HBBM (together £105m), and a gain on the sale of preference shares

in Visa (£54m).

Gains less losses from financial investments of £22m in 2024

increased by £106m compared with a loss of £84m in 2023. The loss

in 2023 was mainly driven by losses on the disposal of bonds held at

fair value through other comprehensive income ('FVOCI') in Markets

Treasury.

(Losses)/gains recognised on Assets held for sale of £(100)m

decreased by £396m from 2023, mainly driven by the non-repeat of a

gain recognised in 2023 relating to the sale of our retail banking

operations in France which were sold in 2024 of £156m. The

decrease also reflected the reversal in 2023 of a previously

recognised loss associated with the sale of our subsidiary in Russia of

£159m. Also, in 2024 we recognised a loss on the disposal of our

subsidiary in Armenia of £68m.

Insurance finance (expense)/income reduced from an expense of

£(1,184)m to an expense of £(984)m, a decrease of £200m. This was

primarily in insurance manufacturing in WPB. This reflected the

impact of lower investment returns on underlying assets and

therefore on the value of liabilities to policyholders. This moves

inversely with ‘net income from financial instruments measured at fair

value.

Insurance service result increased by £47m or 38% due to

favourable market movements.

Other operating income of £106m decreased by £84m or 44%

compared with 2023. The decrease was driven by the non-repeat of

items booked in 2023 comprising a gain of £285m on the transfer of

our Private Bank Guernsey branch to PBRS, partly offset by a

provision to reflect restrictions impacting the recoverability of assets

in Russia of £186m.

In addition, 2024 included net foreign exchange translation losses of

£44m mainly associated with the sales of our entities in Armenia and

Russia. This was partly offset by higher intercompany recharge

recoveries from other entities within the HSBC Group.

ECL of £163m in 2024 were £6m lower compared with 2023. ECL in

2024 included stage 3 charges and a net release in respect of stage 1.

Total operating expenses increased by £118m or 2%. Costs

increased in 2024 due to the restructuring of our legal entities (up

£391m), the introduction of a new Bank of England levy (up £16m)

and the non-recurrence of a reversal of an historical value-in-use

impairment of £52m in 2023. These increases were partly offset by

savings associated with the sale of our retail banking operations in

France (down £221m), a lower UK bank levy charge (down £33m) and

a lower SRF levy (down £99m). In addition, the remaining operating

expenses growth was driven by higher technology costs, reflecting

ongoing strategic investments to support our growth initiatives and

spend on regulatory programmes.

Share of profit/(loss) in associates and joint ventures was a profit

of £18m, an increase of £61m compared with 2023, largely due to an

impairment of an investment in an associate in 2023.

Tax charge was £785m in 2024, giving an effective tax rate (‘ETR’) of

38.0 % compared with a 19.8% ETR in 2023. The ETR for 2024 of

38.0% was increased by the partial derecognition of deferred tax on

French tax losses incurred in prior years and the non-recognition of

deferred tax on French tax losses arising in the current year (7.1%)

and charges in respect of prior year (7.1%), in particular in the UK.

Excluding these items, the tax rate for the year would have been

23.8%.

The effective tax rate of 19.8% in 2023 was reduced by the

recognition of a deferred tax asset for prior period excess expenses in

HSBC Life (UK) (3.8%) and the non-taxable gain arising on the transfer

of the Guernsey branch to PBRS (3.4%) and increased by non-

deductible UK and European bank levy expenses (3.6%) and charges

in respect of prior periods (2.7%). Excluding these items, the tax rate

for the year would have been 20.7%.

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Analysis of reported results by global

business

Markets and Securities Services

Profit before tax was £121m compared with a loss before tax of

£144m in 2023, a increase of £265m. This was driven by higher

revenue.

Revenue increased by £263m or 13%, mainly in Securities Financing

(up £226m) driven by organic growth including the on-boarding of new

clients, coupled with financing opportunities with institutional clients.

Revenue was also higher in Equities (up £151m) as 2024 reflected

normalised market sentiment and strong demand for wealth products,

whereas 2023 reflected weaker performance across all products due

to low volumes and low volatility. This was offset by lower revenue in

Global Foreign Exchange (down £60m) driven by low market volatility

and market compression and lower revenue in Securities Services

(down £49m) driven by a reduction in average balances, client exits

and repricing impacts.

Operating expenses were broadly flat to prior year (up £3m or 0%).

Global Banking

Profit before tax was £1,122m, an increase of £134m compared with

2023, mainly reflecting ECL releases in 2024.

Revenue decreased by £11m or 1%, including the positive impact of

the acquisition of the Group’s operations in Bermuda by the bank (up

£43m). Excluding this, revenue was down £54m, primarily in GPS

(down £71m) driven by lower margins, reflecting the impact of new

strategic hedges, product mix and repricing, partly offset by continued

growth in fee income and balances. Revenue also reduced in C&L

(down £55m) reflecting continued muted client demand. This was

partly offset by higher revenue in Investment Banking (up £36m),

driven by increased market activity supported by the recovery in

global capital markets. In addition, there was an increase in the

allocation of NII on central funds from Corporate Centre resulting from

the benefit of structural hedges moving to higher interest rates.

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| HSBC Bank plc Annual Report and Accounts 2024 | 15 |

ECL were a net release of £66m, £157m lower compared with a net

charge in 2023. The net release in 2024 was primarily driven by a

single stage 3 release, as well as a combined net release of stage 1

and stage 2 ECL.

Operating expenses were £12m or 1% higher compared with 2023,

mainly driven by an increase in technology costs reflecting the impact

of strategic investments, largely offset by lower legal and litigation

costs (down £58m).

Global Banking and Markets Other

Loss before tax was £(215)m, an improvement of £51m compared

with 2023. This was largely driven by higher revenue, partly offset by

higher operating expenses.

Revenue increased by £94m, primarily from higher revenue allocated

from Markets Treasury (up £75m) reflecting the non-recurrence of

disposal losses on repositioning activities in 2023, as well as higher

revenue from Principal Investments (up £21m) driven by higher

valuation gains.

Operating expenses increased by £40m compared with 2023

reflecting the non-recurrence of a credit in 2023 relating to

amortisation and impairments, and the release of a severance accrual

in 2023. Expenses in 2024 included additional costs relating to

strategic initiatives, higher research costs and higher technology

charges. This was partly offset by a lower UK bank levy as 2023

included adjustments relating to prior years.

Commercial Banking

Profit before tax was £743m, a decrease of £257m compared with

2023. This was mainly driven by higher ECL and operating expenses.

Revenue decreased by £28m or 2% compared with 2023. Revenue

increased reflecting the acquisition of the Group's operations in

Bermuda (up £90m). Revenue was also higher, reflecting a gain on

the sale of Visa preference shares (£39m). These increases were

more than offset by lower revenue in GPS (down £158m) driven by

lower margins, reflecting repricing and changes in product mix. This

was partly offset by continued growth in fee income from cross-

border payments and pricing actions, as well as revenue growth in

other products.

ECL were £143m higher compared with 2023, mainly driven by higher

stage 3 charges.

Operating expenses increased by £86m compared with 2023 driven

by higher technology costs to support new capabilities and volume

growth, in addition to higher costs from newly acquired entities.

Wealth and Personal Banking ('WPB')

Profit before tax was £653m in 2024 compared with a profit before

tax of £457m in 2023, an increase of £196m. The increase reflected

the sale of our retail banking operations in France (up £113m), and the

acquisition of PBLU, PBRS (including Private Bank Guernsey branch),

and HBBM (together, up £88m) from within HSBC Group.

Revenue increased by £162m. A decrease in revenue from entity

disposals (down £281m), mainly reflecting the sale of our retail

banking operations in France, was more than offset by higher revenue

from the acquisition of entities from within HSBC Group (PBLU,

PBRS, HBBM, together increasing revenue by £431m). In addition,

revenue increased driven by UK Life tax fees due to positive

market performance (up £38m) and a gain on the sale of Visa

preference shares (£54m) partly offset by less favourable market

movements in France Insurance (down £33m), a loss associated with

the planned sale of our insurance business in France (£15m) and a

decrease in the Channel Islands driven by margin compression (down

£11m).

ECL were a net release of £7m compared with a net release of £12m

in 2023.

Operating expenses reduced by £39m. This reflected the sale of our

retail banking operations in France (down £376m) partly offset by the

acquisition of entities from within HSBC Group (PBLU, PBRS and

HBBM), together increasing costs by £342m). Expenses also

increased in retail (up £21m) driven by higher technology expenses

offset by lower costs in insurance (£11m).

Corporate Centre

Loss before tax of £(356)m in 2024 compared with a profit before tax

of £117m in 2023. This was mainly driven by lower revenue and

higher operating expenses.

Revenue decreased by £513m. This included £99m of negative

revenue associated with the portfolio of retained retail loans which

transferred from WPB to Corporate Centre following the completion

of the sale of our retail banking operations in France. There was also a

valuation loss of £62m relating to a legacy portfolio. Revenue was

also lower reflecting the impact of the restructuring of our business in

Europe. This included an increase in losses associated with the

completed disposal of our business in Russia (up £31m from 2023), a

loss on the sale of our subsidiary in Armenia (£36m) and a gain in

2023 relating to the transfer of the Private Bank Guernsey branch to

PBRS of £285m. These decreases were partly offset by interest

income relating to a VAT refund of £23m.

ECL were £5m higher compared with 2023, mainly driven by losses in

the retained retail loan portfolio.

Operating expenses increased by £16m, largely driven by the costs

incurred in the retained retail loan portfolio in 2024 following the sale

of our retail banking operations in France.

Shares of profit/(loss) in associates and joint ventures was a

profit of £18m, an increase of £61m compared with a loss of £43m in

2023, mainly due to an impairment of an investment in an associate.

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Dividends

The consolidated reported profit for the year attributable to the

shareholders of the bank was £1,253m.

In 2024, the company paid to the parent company dividends on

ordinary share capital of £312m, and coupon payments on additional

tier 1 instruments of £223m.

Further information about the results is given in the consolidated income

statement on page 115.

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| 16 | HSBC Bank plc Annual Report and Accounts 2024 |

Strategic Report | Financial summary

|  |
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Review of business position

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|  |  |  |
| Summary consolidated balance sheet at 31 December | | |
|  | 2024 | 2023 |
|  | £m | £m |
| Total assets | 727,330 | 702,970 |
| –  cash and balances at central banks | 119,184 | 110,618 |
| –  trading assets | 116,042 | 100,696 |
| –  financial assets designated and otherwise mandatorily measured at fair value through profit or loss | 9,417 | 19,068 |
| –  derivatives | 198,172 | 174,116 |
| –  loans and advances to banks | 14,521 | 14,371 |
| –  loans and advances to customers | 82,666 | 75,491 |
| –  reverse repurchase agreements – non-trading | 53,612 | 73,494 |
| –  financial investments | 52,216 | 46,368 |
| –  assets held for sale | 21,606 | 20,368 |
| –  other assets | 59,894 | 68,380 |
| Total liabilities | 700,277 | 678,465 |
| –  deposits by banks | 26,515 | 22,943 |
| –  customer accounts | 242,303 | 222,941 |
| –  repurchase agreements – non-trading | 40,384 | 53,416 |
| –  trading liabilities | 42,633 | 42,276 |
| –  financial liabilities designated at fair value | 37,443 | 32,545 |
| –  derivatives | 197,082 | 171,474 |
| –  debt securities in issue | 19,461 | 13,443 |
| –  insurance contract liabilities | 3,424 | 20,595 |
| –  liabilities of disposal groups held for sale | 23,110 | 20,684 |
| –  other liabilities | 67,922 | 78,148 |
| Total equity | 27,053 | 24,505 |
| Total shareholders’ equity | 26,895 | 24,359 |
| Non-controlling interests | 158 | 146 |

Total assets were £24.4bn or 3.5% higher than at 31 December 2023.

The group maintained a strong and liquid balance sheet with the ratio

of customer advances to customer accounts remaining below 35%.

We have assessed the impact of climate risk on our balance sheet

and have concluded that there is no material impact on the financial

statements for the year ended 31 December 2024.

Assets

Cash and balances at central banks increased by £8.6bn or 7.7%.

Trading assets increased by £15.3bn or 15.2% due to growth in

Securities Financing (in the Prime business) and Global Debt Markets

('GDM') in 2024.

Financial assets designated at fair value decreased by £9.7bn or

50.6% due to the planned sale of France life insurance business

(£11.6bn).

Derivative assets increased by £24.1bn or 13.8% due to a change in

market conditions, with increased volatility in the second half of 2024.

Loans and Advances to customers increased by £7.2bn or 9.5%,

mainly due to the acquisition of PBRS in February 2024 from HSBC

Group.

Non-trading reverse repos decreased by £19.9bn or 27.1% primarily

due to changes in market conditions. These were also partly driven by

a business decision to re-balance the portfolio towards the Prime

business in Securities Financing.

Financial investments increased by £5.8bn or 12.6% as a result of the

purchase of debt securities, treasury and other eligible bills to benefit

from higher yield curves and enhance our hedging activities on net

interest income. The increase was across both debt instruments held

at fair value through other comprehensive income and instruments

held at amortised cost.

Assets held for sale increased by £1.2bn or 6.1% reflecting the

reclassification to held-for-sale of the France Life Insurance business

(£19.3bn), the private banking business in Germany (£1.8bn) and the

South Africa business (£0.5bn). In 2023, the retail banking operations

in France were classified as held-for-sale.

Liabilities

Customer accounts increased by £19.4bn or 8.7%, which included

the acquisition of PBRS (£14.2bn), partly offset by a decrease of

£(4.3)bn due to reclassifications to held-for-sale of the private banking

business in Germany and the South Africa business. The remaining

increase is consistent with our funding strategy to grow customer

deposits and increase stable funding.

The total of trading liabilities and financial liabilities designated at fair

value balances increased by £5.3bn or 7.0% due to increase in

issuance of structured bonds.

Debt securities in issue increased by £6.0bn or 44.8% in line with our

funding strategy.

Non-trading repos decreased by £13.0bn or 24.4% reflecting the fall

in reverse repo business as a result of market activities. This decrease

is less than the decrease in non-trading reverse repos reflecting the

use of repos to fund business growth in MSS.

Derivative liabilities increased by £25.6bn or 14.9%. This is in line with

derivative assets as the underlying risk is broadly matched.

Insurance contract liabilities decreased by £17.2bn or 83.4% primarily

due to reclassification to held-for-sale of the France Life Insurance

business.

Equity

Total shareholder's equity increased by £2.5bn or 10.4% from 2023,

including an increase in share premium of £2.6bn to support both the

acquisition of PBRS in the first quarter of 2024 and support a CET1

injection into HBCE.

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| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts 2024 | 17 |

Net interest margin

Net interest margin is calculated by dividing net interest income as reported in the income statement by the average balance of interest-earning

assets. Average balances are based on daily averages for the principal areas of our banking activities with monthly or less frequent averages are

used elsewhere.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Net interest income | | | |
|  | 2024 | 2023 | 2022 |
|  | £m | £m | £m |
| Interest income | 19,414 | 17,782 | 6,535 |
| Interest expense1 | (18,429) | (15,631) | (4,631) |
| Net interest income | 985 | 2,151 | 1,904 |
| Average interest-earning assets | 372,966 | 388,644 | 371,971 |
|  | % | % | % |
| Gross interest yield2 | 5.20 | 4.55 | 1.53 |
| Less: gross interest payable2 | (5.16) | (4.60) | (1.23) |
| Net interest spread3 | 0.04 | (0.05) | 0.30 |
| Net interest margin4 | 0.26 | 0.55 | 0.51 |

1Interest expense includes the funding cost of Market business which is reported in 'net interest income' with an equal and offsetting income in 'net income from

financial instruments held for trading or managed on a fair value basis'.

2Gross interest yield is the average annualised interest rate earned on average interest-earning assets (‘AIEA’). Gross interest payable is the average annualised

interest cost as a percentage of average interest-bearing liabilities.

3Net interest spread is the difference between the average annualised interest rate earned on AIEA, net of amortised premiums and loan fees, and the average

annualised interest rate payable on average interest-bearing liabilities.

4Net interest margin is net interest income expressed as an annualised percentage of AIEA.

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| Summary of interest income by asset type | | | | | | | | | |
|  | 2024 | | | 2023 | | | 2022 | | |
|  | Average  balance | Interest  income | Yield1 | Average  balance | Interest  income | Yield1 | Average  balance | Interest  income | Yield1 |
|  | £m | £m | % | £m | £m | % | £m | £m | % |
| Short term funds and loans and advances to banks | 118,687 | 4,700 | 3.96 | 139,997 | 4,993 | 3.57 | 144,826 | 1,115 | 0.77 |
| Loans and advances to customers | 86,152 | 4,532 | 5.26 | 88,161 | 4,076 | 4.62 | 91,882 | 2,177 | 2.37 |
| Reverse repurchase agreements – non-trading2 | 66,444 | 5,840 | 8.79 | 71,974 | 4,691 | 6.52 | 56,144 | 1,099 | 1.96 |
| Financial investments | 55,324 | 2,364 | 4.27 | 41,178 | 1,509 | 3.66 | 37,875 | 633 | 1.67 |
| Other interest-earning assets | 46,359 | 1,959 | 4.23 | 47,334 | 2,426 | 5.13 | 41,244 | 686 | 1.66 |
| Total interest-earning assets | 372,966 | 19,395 | 5.20 | 388,644 | 17,695 | 4.55 | 371,971 | 5,710 | 1.54 |

1Interest yield calculations include negative interest on assets recognised as interest expense in the income statement.

2The average balances for repurchase and reverse repurchase agreements include net amounts where the criteria for offsetting are met, resulting in a lower net

balance reported with a higher yield and cost of funds.

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| Summary of interest expense by type of liability and equity | | | | | | | | | |
|  | 2024 | | | 2023 | | | 2022 | | |
|  | Average  balance | Interest  expense | Cost1 | Average  balance | Interest  expense | Cost1 | Average  balance | Interest  expense | Cost1 |
|  | £m | £m | % | £m | £m | % | £m | £m | % |
| Deposits by banks | 25,854 | 1,076 | 4.16 | 23,512 | 911 | 3.87 | 31,930 | 55 | 0.17 |
| Customer accounts | 201,908 | 8,449 | 4.18 | 185,731 | 6,893 | 3.71 | 164,681 | 1,742 | 1.06 |
| Repurchase agreements – non-trading2 | 48,710 | 4,923 | 10.11 | 45,337 | 3,518 | 7.76 | 31,898 | 680 | 2.13 |
| Debt securities in issue – non-trading | 37,313 | 1,984 | 5.32 | 30,627 | 1,534 | 5.01 | 29,385 | 589 | 2.00 |
| Other interest-bearing liabilities | 42,796 | 1,978 | 4.62 | 52,560 | 2,688 | 5.11 | 50,301 | 739 | 1.47 |
| Total interest-bearing liabilities | 356,581 | 18,410 | 5.16 | 337,767 | 15,544 | 4.60 | 308,195 | 3,805 | 1.23 |

1Interest payable calculations include negative interest on liabilities recognised as interest income in the income statement.

2The average balances for repurchase and reverse repurchase agreements include net amounts where the criteria for offsetting are met, resulting in a lower net

balance reported with a higher yield and cost of funds.

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| --- | --- |
|  |  |
| 18 | HSBC Bank plc Annual Report and Accounts 2024 |

Strategic Report | Financial summary | Risk overview

|  |
| --- |
|  |
|  |

Reconciliation of alternative performance measures

Return on average ordinary shareholders’ equity and return on average

tangible equity

Return on average ordinary shareholders’ equity (‘RoE’) is computed

by taking profit attributable to the ordinary shareholders of the parent

company (‘reported results’), divided by average ordinary

shareholders’ equity (‘reported equity’) for the period. The adjustment

to reported results and reported equity excludes amounts attributable

to non-controlling interests and holders of preference shares and

other equity instruments.

Return on average tangible equity (‘RoTE’) is computed by adjusting

reported results for impairment of goodwill and other intangible

assets (net of tax), divided by average reported equity adjusted for

goodwill and intangibles for the period.

We provide RoTE ratio in addition to RoE as a way of assessing our

performance, which is closely aligned to our capital position.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Return on average ordinary shareholders’ equity and return on average tangible equity | | | |
|  | Year ended | | |
|  | 31 Dec 2024 | 31 Dec 2023 | 31 Dec 2022 |
|  | £m | £m | £m |
| Profit/(loss) |  |  |  |
| Profit/(loss) attributable to the ordinary shareholders of the parent company1,2 | 980 | 1,489 | (753) |
| Profit/(loss) attributable to the ordinary shareholders, excluding other intangible assets  impairment | 980 | 1,489 | (753) |
| Equity |  |  |  |
| Average total shareholders’ equity | 25,571 | 24,180 | 22,888 |
| Effect of average preference shares and other equity instruments | (3,928) | (3,930) | (3,889) |
| Average ordinary shareholders’ equity | 21,643 | 20,250 | 18,999 |
| Other adjustments (net of tax) | (276) | 33 | 89 |
| Average tangible equity | 21,367 | 20,283 | 19,088 |
|  | % | % | % |
| Ratio |  |  |  |
| Return on average ordinary shareholders’ equity | 4.5 | 7.4 | (4.0) |
| Return on average tangible equity | 4.6 | 7.3 | (3.9) |

1The effective tax rate for 2024 was 38% (2023: 19.8%, 2022: 53.9%) which reflects the mix of profits and losses in different jurisdictions and is increased by the

£124m derecognition of prior year deferred tax on French tax losses, charges for withholding taxes and also includes £50m tax charges arising from the Pillar 2

global minimum tax rules. For further details on tax see 'Tax' on page 151.

2Profit attributable to the ordinary shareholders of the parent company excludes coupons payable to preference shareholders on perpetual subordinated

contingent convertible securities and other foreign exchange difference.

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts  2024 | 19 |

Risk overview

The group continuously identifies, assesses, manages and monitors

risks. This process, which is informed by its risk factors and the

results of its stress testing programme, gives rise to the classification

of certain financial and non-financial risks. Changes in the assessment

of these risks may result in adjustments to the group’s business

strategy and, potentially, its risk appetite.

Our banking risks include credit risk, treasury risk, market risk, climate

risk, resilience risk (including cybersecurity risk), regulatory

compliance risk, financial crime risk and model risk. We also incur

insurance risk.

In addition to these banking risks, we have identified top and

emerging risks with the potential to have a material impact on our

financial results, our reputation and the sustainability of our long-term

business model.

The exposure to our risks and risk management of these are

explained in more detail in the Risk section on pages [21](#i6a7f465c62814374bb185854c2daf66e_190) to [93](#i80a11a5123d1421aa38fc34943977a94_1-0-1-6-8338802).

Our suite of top and emerging risks is subject to regular review by

senior governance forums. We continue to monitor closely the

identified risks and we aim to ensure management actions are in

place, as required.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Risk |  | Description |
| Externally driven | | |
| Geopolitical and  macroeconomic  risk | ~ | Our operations and portfolios are subject to risks arising from political instability, civil unrest and military conflict, which could lead  to disruption of our operations, physical risk to our staff and/or physical damage to our assets. We are also subject to cyclical and  idiosyncratic macroeconomic risks. We are monitoring the impacts of government changes seen across a number of our key  markets, including in France and in the UK. Among the key risks to the economic outlook is the prospective recalibration of  economic and trade policies following elections in the US and other markets in 2024. This could prove disruptive to the global  economy impacting the group’s businesses and its customers. |
| Credit risk | } | We remain focused on assessing and managing the impacts of the evolving geopolitical and macroeconomic environment,  including the Russia Ukraine war, the potential conflict resurgence or escalation of the conflict in the Middle East and the US-  China trade relationship, with our early warning indicators helping us to identify segments that we believe may be at risk. We  regularly undertake detailed reviews of our portfolios and proactively manage credit facilities to customers and sectors likely to  come under stress. Particular emphasis is maintained on higher risk sectors such as Automotives, Chemicals, Commercial Real  Estate, Construction, Leveraged Finance and Retail, all of which remain subject to dedicated reviews. In addition, the portfolio is  monitored through stress testing with the refinance profile of the book also regularly reviewed. |
| Cyber threat and  unauthorised  access to systems | ~ | There is an increased risk of service disruption or loss of data resulting from technology failures or malicious activities, by internal  or external threats. We seek to continue to monitor changes to the threat landscape, including those arising from geopolitical  events, and the impact this may have on third party risk management. We operate a continuous improvement programme to help  protect our technology operations and to counter a fast-evolving cyber threat environment. |
| Evolving regulatory  environment risk | } | The regulatory and compliance risk environment remains complex and is set against continued geopolitical risk and regulatory  focus on ensuring good customer outcomes, orderly and transparent operation of financial markets, operational resilience,  financial resilience, model risk, financial crime, and risk management practices. The group is progressing the implementation of  Basel 3.1 standards to various timescales, and the governmental and regulatory focus on improving growth is driving legislative  and regulatory change. There also continues to be intense regulatory focus across our key markets on ESG matters, including on  ‘green’ products and sustainable financing. |
| Financial crime risk | ~ | We are exposed to financial crime risk from our customers, staff and third-parties engaging in criminal activity. The financial crime  risk environment is heightened due to increasingly complex geopolitical challenges, the macroeconomic outlook, the complex and  dynamic nature of sanctions and export controls compliance, evolving financial crime regulations, rapid technological  developments, an increasing number of national data privacy requirements and the increasing sophistication of fraud. As a result,  we will continue to face the possibility of regulatory enforcement and reputational risk. |
| Environmental,  social and  governance risk | ~ | We are subject to ESG risks, including in relation to climate change, nature and human rights. These risks have increased owing to  the pace and volume of regulatory developments globally, signs of diverging national agendas, the increasing frequency of severe  weather events which require careful monitoring, alongside stakeholders placing more emphasis on actions and investment  decisions in respect of ESG matters. Failure to meet these evolving expectations may result in financial and non-financial risks,  including reputational, legal and regulatory compliance risks. |
| Digitalisation and  technological  advances | ~ | Developments in technology and changes in regulations continue to enable new entrants to the banking industry as well as new  products and services offered by competitors. This challenges us to continue to innovate with new digital capabilities and evolve  our products to attract, retain and best serve our customers. Along with opportunities, new technology, including generative AI  and quantum computing, can introduce risks and disruption. We seek to ensure technology developments are understood and  managed with appropriate controls and oversight. |
|  |  |  |

|  |  |
| --- | --- |
|  |  |
| 20 | HSBC Bank plc Annual Report and Accounts 2024 |

Strategic Report | Risk overview

|  |
| --- |
|  |
|  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Risk |  | Description |
| Internally driven | | |
| People risk | ~ | Our businesses, functions and geographies are exposed to risks associated with employee retention and talent availability,  changing skill requirements of our workforce, and compliance with employment laws and regulations. Attrition across the group  was on a downward trend in 2024, however failure to manage these risks may impact the delivery of our strategic objectives or  lead to regulatory sanctions or legal claims, and the risks are heightened during the current period of fundamental organizational  change. The risk will continue to be reviewed and assessed to identify challenges and implement relevant actions. |
| IT systems  infrastructure and  operational  resilience | } | We continue to monitor and improve our IT systems and network resilience, both on our premises and on the Cloud to minimise  service disruption and improve customer experience. We operate a continuous improvement programme and continue to seek to  reduce the complexity of our technology estate to help protect our technology operations. |
| Execution risk | } | Delivering change effectively is critical to achieving our strategy and enables us to meet rapidly-evolving customer and stakeholder  needs. We seek to deliver complex change in line with established risk management processes, prioritising sustainable outcomes  and understanding the associated risks. We focus on meeting industry and regulatory expectations and fulfilling our obligations to  customers and clients. |
| Model risk | ~ | Model risk arises whenever business decision making includes reliance on models. We use models in both financial and non-  financial contexts, as well as in a range of business applications. Evolving regulatory requirements are driving material changes to  the way model risk is managed across the banking industry, with a particular focus on capital models. We continue strengthening  the dialogue with regulators within the region to aim to ensure our deliverables meet their expectations. New technologies,  including AI and generative AI, are driving a need for enhanced model risk controls. |
| Data risk | } | We use data to serve our customers and run our operations, often in real-time within digital experiences and processes. If our data  is not accurate and timely, our ability to serve customers, operate with resilience or meet regulatory requirements could be  impacted. We seek to ensure that non-public data is kept confidential, and that we comply with the regulations that govern data  privacy and cross-border movement of data. |
| Third-party risk | } | We procure goods and services from a range of third parties. Due to the current macroeconomic and geopolitical climate, the risk  of service disruption in our supply chain remains heightened. We continue to strengthen our controls, oversight and risk  management policies and processes to select and manage third parties, including our third parties’ own supply chains, particularly  for key activities that could affect our operational resilience. |

|  |  |
| --- | --- |
|  |  |
| ~ | Risk has heightened during 2024 |
| } | Risk remains at the same level during 2024 |

On behalf of the Board

Kavita Mahtani

Director

18 February 2025

Registered number 00014259

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts  2024 | 21 |

Risk

|  |  |
| --- | --- |
|  |  |
|  | |
| Contents | |
| [21](#i6a7f465c62814374bb185854c2daf66e_196) | Our approach to risk |
| [21](#i6a7f465c62814374bb185854c2daf66e_199) | Our risk appetite |
| [22](#i6a7f465c62814374bb185854c2daf66e_205) | Risk management |
| [22](#i6a7f465c62814374bb185854c2daf66e_208) | Stress testing |
| [22](#i6a7f465c62814374bb185854c2daf66e_211) | Key developments and risk profile |
| [22](#i6a7f465c62814374bb185854c2daf66e_214) | Key developments in 2024 |
| [23](#i6a7f465c62814374bb185854c2daf66e_217) | Top and emerging risks |
| [23](#i6a7f465c62814374bb185854c2daf66e_220) | Externally driven |
| [27](#i6a7f465c62814374bb185854c2daf66e_232) | Internally driven |
| [29](#i6a7f465c62814374bb185854c2daf66e_247) | Our material banking and insurance risks |
| [31](#i6a7f465c62814374bb185854c2daf66e_250) | Credit risk |
| [73](#i6a7f465c62814374bb185854c2daf66e_391) | Treasury risk |
| [82](#i6a7f465c62814374bb185854c2daf66e_445) | Market risk |
| [84](#i6a7f465c62814374bb185854c2daf66e_466) | Climate risk |
| [86](#i6a7f465c62814374bb185854c2daf66e_469) | Resilience risk |
| [87](#i6a7f465c62814374bb185854c2daf66e_4876) | Cybersecurity Risk |
| [87](#i6a7f465c62814374bb185854c2daf66e_475) | Regulatory compliance risk |
| [88](#i6a7f465c62814374bb185854c2daf66e_478) | Financial crime risk |
| [89](#i6a7f465c62814374bb185854c2daf66e_484) | Model risk |
| [89](#i6a7f465c62814374bb185854c2daf66e_487) | Insurance manufacturing operations risk Overview |
|  | |

Our approach to risk

Our risk appetite

We recognise the importance of a strong risk culture, which refers to

our shared attitudes, values and standards that shape behaviours

including those related to risk awareness, risk taking and risk

management. All our people are responsible for the management of

risk, with the ultimate accountability residing with the Board. Our risk

appetite defines the level and types of risk that we are willing to take,

while informing the financial planning process and guiding strategic

decision making.

Enterprise-wide application

Our risk appetite is expressed holistically through various risk

management mechanisms and activities, in both quantitative and

qualitative terms. The Board reviews and approves the group's risk

appetite regularly to make sure it remains fit for purpose. The group's

risk appetite is considered, developed and enhanced following these

principles:

– alignment with our strategy, purpose, values, external risk

environment, reputational and customer needs;

– compliance with applicable laws, regulations and regulatory

priorities;

– forward looking insights into future risk exposure;

– sufficiency of available capital, liquidity and balance sheet leverage

to absorb the risks;

– capacity and capabilities of people to manage the risk landscape;

– functionality, capacity and resilience of available systems to

manage the risk landscape;

– effectiveness of the applicable control environment to mitigate

risk; and

– internally and externally disclosed commitments.

Our Risk Management Framework

We aim to use a comprehensive risk management approach across

the organisation and across all risk types, underpinned by our culture

and values. This is outlined in our risk management framework,

including the key principles and practices that we employ in managing

material risks, both financial and non-financial. The framework fosters

continuous monitoring, promotes risk awareness and encourages a

sound operational and strategic decision-making and escalation

process. It also supports a consistent approach to identifying,

assessing, managing and reporting the risks we accept and incur in

our activities, with clear accountabilities. We actively review and

enhance our risk management framework and our approach to

managing risk, through our activities with regard to: people and

capabilities; governance; reporting and management information;

credit risk management models; and data.

The implementation of our business strategy remains a key focus. As

we implement change initiatives, we actively manage the execution

risks. We also perform periodic risk assessments, including against

strategies, to help ensure retention of key personnel for our continued

safe operation.

Our Risk Committee focuses on risk governance and seeks to ensure

a forward-looking view of risks and their mitigation. The Risk

Committee is a committee of the Board and has responsibility for

oversight and advice to the Board on, amongst other things, the

bank’s risk appetite, tolerance and strategy, systems of risk

management, internal control and compliance. Additionally, members

of the Risk Committee attend meetings of the bank’s Nomination,

Remuneration and Governance Committee at which the alignment of

the reward structures to risk appetite is considered.

In carrying out its responsibilities, the Risk Committee is closely

supported by the Chief Risk Officer, the Chief Financial Officer, the

Head of Internal Audit and the Head of Compliance, together with

other business functions on risks within their respective areas of

responsibility.

Responsibility for managing both financial and non-financial risk,

including regulatory compliance and financial crime related risks, lies

with our people. They are required to manage the risks of the

business and operational activities for which they are responsible. We

maintain oversight of our risks through our various specialist risk

stewards and the collective accountability held by the Chief Risk

Officer.

We have continued to strengthen the control environment and our

approach to the management of risk, as set out in our risk

management framework. Our ongoing focus is on helping to ensure

more effective oversight and better end-to-end identification and

management of financial and non-financial risks. This is overseen by

the Enterprise Risk Management function, headed by the group Head

of Enterprise Risk Management.

We recognise that the primary role of risk management is to help

protect our customers, business, colleagues, shareholders and the

communities that we serve, while ensuring we are able to support

our strategy and provide sustainable growth. This is supported

through our three lines of defence model as described below.

Three lines of defence

All our people are responsible for identifying and managing risk within

the scope of their roles. Roles are defined using the three lines of

defence model, which takes into account our business and functional

structures.

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| 22 | HSBC Bank plc Annual Report and Accounts  2024 |

Risk

|  |
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|  |
|  |

To create a robust control environment to manage risks, we use an

activity-based three lines of defence model, whereby the activity a

member of staff undertakes drives which line they reside within. This

model delineates management accountabilities and responsibilities for

risk management and the control environment.

The model underpins our approach to risk management by clarifying

responsibility, encouraging collaboration and enabling efficient

coordination of risk and control activities.

The three lines are summarised below:

– The first line of defence owns the risks and is responsible

for identifying, recording, reporting and managing them in line with

risk appetite, and helping to ensure that the right controls and

assessments are in place to mitigate them.

– The second line of defence challenges the first line of defence on

effective risk management, and provides advice and guidance and

assurance of the first line of defence to ensure it is managing risk

effectively.

– The third line of defence is our Internal Audit function, which

provides independent assurance that the group’s risk management

approach and processes are designed and operating effectively.

Risk appetite

We formally articulate our risk appetite through our risk appetite

statement ('RAS'), which is approved by the Board on the

recommendation of the Risk Committee. Setting out our risk appetite

helps ensure that we agree a suitable level of risk for our strategy. In

this way, risk appetite informs our financial planning process and

helps senior management to allocate capital to business activities,

services and products.

The RAS consists of qualitative statements and quantitative metrics,

covering financial and non-financial risks. It is fundamental to the

development of business line strategies, strategic and business

planning and senior management balanced scorecards. Performance

against the RAS is reported to the Risk Management Meeting

('RMM') to support targeted insight and discussion on breaches of

risk appetite and any associated mitigating actions. This reporting

allows risks to be promptly identified and mitigated, and informs risk-

adjusted remuneration to drive a strong risk culture.

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|  |
|  |

Risk management

Stress testing

Stress testing is an important tool that is used by banks, as part of

their internal risk management, and by regulators to assess

vulnerabilities in individual banks and/or the financial banking sector

under hypothetical adverse scenarios. The results of stress testing are

used to assess banks’ resilience to a range of adverse shocks and to

assess their capital and liquidity adequacy.

HSBC Bank plc is subject to regulatory stress testing in several

jurisdictions. These requirements are increasing in frequency and

granularity. They include the programmes of the BoE, Prudential

Regulation Authority (‘PRA’) and the European Banking Authority

(‘EBA’). Assessment by regulators is on both a quantitative and

qualitative basis, the latter focusing on our portfolio quality, data

provision, stress testing capability and capital planning processes.

A number of internal macroeconomic and event-driven scenarios

specific to the European region were considered and reported to

senior management during the course of the year. The selection of

stress scenarios is based upon the output of our top and emerging

risks identified and our risk appetite. The results help the Board and

senior management to set our risk appetite and confirm the strength

of our strategic and financial plans. Our risk appetite is set at a level

that enables the group to withstand future stress impacts.

The macroeconomic internal stress tests, conducted throughout

2024, considered combinations of various potential impacts as

identified in our top and emerging risks. These included the impact of

severe banking sector instability including a significant reduction in

the ability of businesses and consumers to borrow money; the

impacts from a major slowdown in China's economic activity leading

to a worsening economic outlook; and escalation of geopolitical

tension (US-China, Middle East, Russia-Ukraine) leading to global

supply side shocks, amplifying shocks to market confidence and

leading to reduced global demand. Further themes that were

considered included interest rate shocks and a deep recession, supply

chain disruption and operational risk.

We also conduct reverse stress tests each year for HSBC Bank plc

and, where required, at subsidiary entity level to understand potential

extreme conditions that would make our business model non-viable.

Reverse stress testing identifies potential stresses and vulnerabilities

we might face, and helps inform early warning triggers, management

actions and contingency plans designed to mitigate risks.

Recovery and resolution plans

Recovery and resolution plans form part of the integral framework

safeguarding the group's financial stability under severe stress. The

recovery plan, together with stress testing, helps us identify credible

recovery options that can be implemented under a range of

idiosyncratic and market-wide stress scenarios. The aim is to mitigate

the potential shortfall in capital and liquidity pressures. The Group

continues to develop its recovery and resolution capabilities, including

in relation to the Resolvability Assessment Framework.

Climate Risk

In 2024, we have considered five bespoke scenarios that were

designed to articulate our view of the range of potential outcomes for

global climate change. The scenarios explore a wide range of physical

and transition risks that could materialise under certain technological,

behavioural and political assumptions: Below 2°C, a scenario where

orderly climate action becomes more stringent over time and

warming is kept under 2°C; the Current Commitments scenario,

which assumes that climate action is limited to the current

governmental commitments and pledges; the Delayed Transition

scenario, which assumes that climate action is delayed until 2030; the

Downside Physical Risk scenario, which assumes muted climate

action limited to current governmental policies; and a Short-Term

scenario, which combines severe climate events with macro-

economic impacts.

We consider our Current Commitments scenario as the most likely

scenario to transpire over the next five years. Under the Current

Commitments scenario, we expect mild levels of losses relating to

transition risk. Based on this scenario the potential impact on

expected credit losses is not considered material over the next five

years, as the impacts of climate risk will emerge later in the following

decades.

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Key developments and risk profile

Key developments in 2024

In 2024, we have continued to manage risks related to

macroeconomic and geopolitical uncertainties and develop risk

management capabilities through the continued enhancement of the

risk management framework. We also retained our focus on risk

transformation and financial crime and continued to assess the

group’s operational resilience capability whilst prioritising the most

significant enterprise risks. We made progress with and continue to

develop capabilities to address key risks. More specifically, we sought

to enhance our risk management in the following areas:

– We are advancing on our comprehensive initiative aimed at

strengthening our regulatory reporting processes and making them

more sustainable. This multifaceted programme includes

enhancing data, consistency and controls.

– We remain focused on our financial reporting controls, particularly

given the ongoing transformation, to support our strategic

objectives.

– We continue to maintain a focus on our technology and

cybersecurity controls to improve the resilience and security of our

technology services in response to the heightened external threat

environment.

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– We have improved the quality of our strategic change investment

processes and associated control monitoring and are seeking to

transition to a more agile approach to delivery of complex

transformation portfolios and initiatives.

– We continue to enhance our model risk framework in response to

changes in regulation and external factors. AI and machine learning

models remain a key focus. Progress has been made in enhancing

governance activity in this area with particular focus on generative

AI due to the pace of technological change and regulatory and

wider interest in adoption and usage.

– We enhanced our processes, framework and controls to improve

the oversight of our material third parties. We have strengthened

our due diligence and monitoring capabilities, with respect to the

financial stability of our third parties to better manage our supply

chain and operational resilience. We will continue to assess and

manage our operational resilience.

– Through our climate risk programme, we made progress on

embedding climate considerations throughout our organisation,

including through risk policy updates. We also developed risk

metrics to monitor and manage exposures, and further enhanced

our internal climate scenario analysis. We continue to implement

our climate risk programme to complete our annual materiality

assessment and make changes to our policies, processes and

capabilities to better embed climate considerations throughout our

organisation.

– We deployed advanced technology and analytics capabilities into

new markets to improve our ability to identify suspicious activities

and prevent financial crime. We will continue to evaluate

technological solutions to improve our capabilities in the detection

and prevention of financial crime.

– We continued to embed our regulatory management systems

focusing on forward-looking analysis, regulatory mapping, and

regulatory content for our inventory.

– We continued to enhance our frameworks, policies and

governance processes to embed regulatory requirements.

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Top and emerging risks

We use a top and emerging risks process to provide a forward-looking

view of issues with the potential to threaten the execution of our

strategy or operations over the medium to long term.

We proactively assess the internal and external risk environment, as

well as review the themes identified across the European region and

the group's businesses, for any risks that may require escalation. We

update our top and emerging risks as necessary.

Our current top and emerging risks are as follows.

Externally driven

Geopolitical and macroeconomic risk

Elections and subsequent changes to government during 2024 have

created uncertainty as domestic and foreign policy priorities have

shifted. Of our main markets both the United Kingdom and France

held elections in 2024 resulting in a change in government. The US in

particular is expected to continue to bring about changes to economic

and foreign policy that will have broad economic and geopolitical

implications.

Key economic and financial risks are monitored closely. Both Europe

and the UK saw modest economic growth in 2024. The outlook for

2025 remains uncertain as the new US administration intends to

enact a significant change in economic and foreign policies that could

have an uncertain impact on global growth, inflation and interest

rates. In particular, the prospect of additional US tariff rates and

retaliatory actions on trade has started to weigh on economic growth

forecasts and has raised future inflation expectations. Consequently,

markets now expect that major central banks will adopt a more

cautious approach to lowering policy interest rates during the course

of 2025.

The prospective impact on individual economies from the imposition

of higher US tariffs will depend on the breadth and level of the

increases and the dependence of the relevant countries’ exports on

US import demand. Within the group, the country and sector

implications of changing global trade policies remains an area that is

closely monitored.

Markets continue to finance high public deficits, but debt

sustainability remains a risk when set against a backdrop of more

uncertain global growth prospects and a higher interest rate

environment. Debt levels continue to rise in major markets as

demands grow on government budgets from rising social welfare

costs, defence and climate transition. We are monitoring the fiscal

and market implications of recent government changes, including in

the UK and the US, where election pledges are ambitious relative to

already stretched fiscal positions. As global yields have increased,

government bond prices have become increasingly sensitive to

differences in growth and inflation expectations between markets, as

well as the perception of fiscal and funding risks. A loss of investor

confidence could drive a rise in yields, raise funding costs for

governments and lead to tax increases and expenditure cuts that are

negative for growth. For HSBC, the risks of a sharp rise in funding

costs in our key markets relate both to the credit and refunding risks

of our customers, market pricing risks of assets held for sale, and

risks to net interest margins.

The Israel-Hamas conflict may resurge. While a 42-day ceasefire was

agreed in January 2025, the durability of the ceasefire remains

uncertain. The regional economic impact of this conflict was relatively

limited throughout 2024. The US and UK imposed additional sanctions

on Iran in 2024 in response to Iran’s activities and the increase in

tensions between Israel and Iran. Further sanctions may be imposed

and could increase the risk within our operations.

While supply chains have largely adapted to the Russia-Ukraine war

and the conflict in the Middle East, the disruption of key logistical

routes, particularly through the Red Sea continues to impact global

supply cost. Escalation or resurgence of, or other changes in, the

Russia-Ukraine war and the conflict in the Middle East and ongoing

geopolitical instability could have implications for the group and its

customers by impacting economic activity for a prolonged period

which, in turn, could have a material adverse effect on the group’s

business, financial condition, results of operations, prospects,

liquidity, capital position and credit ratings. The group actively

monitors and responds to financial sanctions and trade restrictions

that have been adopted in response to the conflicts.

The sanctions and trade restrictions imposed by the US, the UK, and

the EU, as well as other countries, as a result of the Russia-Ukraine

war, remain complex, far-reaching and evolving. The US has

expanded the reach of its secondary sanctions regime, which includes

broad discretion to impose severe sanctions on non-US banks that are

knowingly or even unknowingly engaged in certain transactions or

services directly or indirectly involving Russia’s military-industrial

base, including certain third-party activities that are difficult to detect

or beyond our control. The imposition of such sanctions against any

non-US HSBC entity could result in significant adverse commercial,

operational and reputational consequences for HSBC. In response to

such sanctions and trade restrictions, as well as asset flight, Russia

has implemented certain countermeasures, including the

expropriation of foreign assets.

Following a strategic review in 2022, HSBC Europe BV (a wholly-

owned subsidiary of HSBC Bank plc) entered into an agreement to

sell its wholly-owned subsidiary HSBC Bank Russia (RR) (Limited

Liability Company), which was completed in May 2024.

Challenges remain in the UK-EU relationship following the UK's

withdrawal from the EU. Over the medium to long term, the UK’s

withdrawal from the EU may continue to adversely impact the terms

of EU market access for our UK based clients. We are monitoring the

situation closely, including the potential impacts on our customers.

Our business could also be adversely affected by economic or political

developments in regions of the world outside Europe. This reflects

our extensive business links, through members of the HSBC Group

and other entities, in Asia and elsewhere. Tensions between China

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Risk

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and the US, which may extend to and involve other countries, and

developments in Hong Kong, Taiwan and the surrounding maritime

region, may adversely affect the group.

To date, the US, the UK, the EU and other countries have imposed

various sanctions and trade restrictions on Chinese persons and

companies, and there is a continued risk of additional sanctions and

trade restrictions or tariffs being imposed in relation to, among other

things, alleged human rights abuses or advances in certain sensitive

technologies. China, in turn, imposed a number of its own sanctions

and trade restrictions that target, or provide authority to target, foreign

individuals or companies as well as certain goods such as rare earth

minerals and metals, and technology and services, and these or other

retaliatory measures may continue to be imposed against certain

countries, businesses and individuals. Strategic competition with

China has the potential to impact HSBC Group operations and global

supply chains remain vulnerable to a deterioration in the relationship

between China and other countries. For example, the EU is

considering a programme restricting certain outbound investments in

sensitive technology areas that may affect China. In addition, during

2024, both the US and the EU raised the rate at which they levy tariffs

on a range of Chinese imports, including electric vehicles. These have

been imposed on the basis of unfair competition, where the Chinese

government is accused of providing unfair subsidies to industry.

Existing and additional sanctions, trade restrictions, counter-sanctions

and other retaliatory measures relating to the foregoing or other

geopolitical tensions may adversely affect the group, its customers

and the markets in which the group operates by creating regulatory,

reputational and market risks, including additional inflationary

pressures, and a more complex operating environment.

Provisioning against credit loss is conducted under the IFRS 9

‘Financial Instruments’ (IFRS 9) calculations of ECL, which use

forward-looking scenarios that incorporate the economic and financial

risks detailed above.

Key considerations in our calculation of ECLs included inflationary

pressures, interest rates and changes to economic and financial

policies. In the fourth quarter of 2024, to address heightened policy

uncertainty following the US election and to overcome any lags in

consensus forecasts, an adjustment factor based on more recent

views of expected tariffs and other policy changes was modelled and

then applied to each of the economic scenarios. The effect was to

lower growth expectations in our major markets, while the impact on

inflation and interest rates was varied.

Following the adjustment, the Central scenario continues to be

assigned the highest probability weighting across all of our major

markets. Outer scenarios have incorporated more adverse tariff

escalations and the escalation of key geopolitical risks.

There remains uncertainty regarding the adequacy of our models to

reflect credit losses under emerging risks which are not captured

under the historical loss experience of our models, or to adequately

distinguish risks for specific sectors or portfolios.

The above risks could also have an impact on our customers and we

continue to closely monitor the potential impacts and offer support to

our customers in line with regulatory, government and wider

stakeholder expectations.

For further details of our Central and other scenarios, see ‘Measurement

uncertainty and sensitivity analysis of ECL estimates’ on page [42](#i420da6efa691469fbb98d099f31a430e_147157).

Mitigating actions

– We closely monitor geopolitical and economic developments in

our key markets and sectors, and undertake scenario analysis

where appropriate. This helps us to take actions to manage our

portfolios where necessary, including through enhanced

monitoring, amending our risk appetite and/or reducing limits and

exposures.

– We continue to monitor the EU’s relationship with the UK, and

assess the potential impact on our people, operations and

portfolios.

– We apply management judgemental adjustments where modelled

ECL does not fully reflect the identified risks and related

uncertainty, or to capture significant late-breaking events.

– We continue to seek to manage sanctions and trade restrictions

through the use of reasonably designed policies, procedures and

controls, which are subject to ongoing testing, auditing and

enhancements.

– We have taken steps, where necessary, to enhance physical

security in geographical areas deemed to be at high risk from

terrorism and military conflicts.

Credit risk

Despite ongoing macro-economic and geopolitical challenges,

predominantly driven by the Russia-Ukraine war and the potential for

resurgence of the conflict in the Middle East, our overall credit profile

remains stable and resilient with no material industry concentration

risk. Potential downside risks remain though which may elevate

Credit Risk within the group, including supply chain dynamics driven

by changes in trade tariffs and the US-China trade relationship.

Sectors such as Manufacturing, Real Estate, Retail and Wholesale

could be negatively impacted as a result.

Mitigating actions

– Reviews of key credit portfolios are undertaken regularly to seek

to ensure that individual customer or portfolio risks are understood

and our management of the level of facilities offered through the

economic cycle is appropriate.

– We continue to monitor high risk wholesale industry sectors

closely through quarterly industry risk appetite reviews and in 2024

we also undertook specific reviews of higher risk sectors such as

Automotives, Chemicals, Commercial Real Estate, Construction

and Building Materials, Leveraged Finance and Retail. Standalone

reviews for Private Capital and Insurance have also been

completed.

– Detailed performance monitoring is reviewed on a monthly basis,

which includes early warning indicators and a view of

concentration risks. Portfolio limits and exposures are re-assessed

and reductions implemented where appropriate.

– We stress test portfolios of particular concern to identify

sensitivity to loss under a range of scenarios, with management

actions being taken to seek to rebalance exposures and to manage

risk appetite where necessary.

Cyber threat and unauthorised access to

systems

Like other organisations, we continue to operate in an increasingly

complex cyber threat environment. These threats include potential

unauthorised access to systems including access to customer data,

whether ours or that of our third-party suppliers. These threats require

ongoing investment in business and technical controls to defend

against them.

Mitigating actions

– Our cyber intelligence and threat analysis team continually

evaluate threat levels for the most prevalent cyber-attack types

and their potential outcomes (see page [87](#id40646d13f1048f2828b2573cc164288_32908) – cross-reference to

Cybersecurity), and we continue to seek to strengthen our controls

to help reduce the likelihood and impact of advanced malware,

data leakage, exposure through third parties and security

vulnerabilities.

– We continue to seek to enhance our cybersecurity capabilities,

including Cloud security, identity and access management, metrics

and data analytics, and third-party security reviews and to invest in

mitigating the potential threats of emerging technologies.

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– We regularly report and review cyber risk and control

effectiveness at executive level across our businesses and

functions, as well as at non-executive Board level to help ensure

there is appropriate visibility and governance of the risk and its

mitigating actions.

– We participate globally in industry bodies and working groups

working together to seek to prevent, detect and defend against

cyber-attacks on financial organisations.

– We respond to attempts to compromise our cybersecurity in

accordance with our cybersecurity framework. To date, none of

these attacks have had a material impact on our business or

operations.

– Our cyber intelligence and threat analysis team continually

evaluate threat levels for the most prevalent cyber-attack types

and their potential outcomes (see page 87), and we continue to

seek to strengthen our controls to help reduce the likelihood and

impact of attacks including advanced malware, data leakage,

exposure through third parties and security vulnerabilities.

Evolving regulatory environment risk

We aim to keep abreast of the emerging regulatory compliance and

conduct risk agenda. Current focus areas include but are not limited

to: Operational Resilience, ESG agenda developments, particularly

managing the risk of ‘greenwashing’; ensuring good customer

outcomes; addressing customer vulnerabilities; enhancements to

regulatory reporting controls; employee compliance including the use

of e-communication channels; and developments in legal principles or

conduct requirements (including in relation to the risk of such

developments in one part of the financial industry being construed as

applying to other parts of the financial industry, which could lead to

legal or regulatory proceedings).

The competitive landscape in which the group operates may be

impacted by future regulatory changes and government intervention

including changes driven by governments adopting a pro-business

growth agenda.

Mitigating actions

– We monitor regulatory developments to understand the evolving

regulatory landscape, and seek to respond with changes in a

timely manner.

– We continue to support work that is focused on the

implementation of UK Consumer Duty requirements.

– We engage with governments and regulators, and respond to

consultations with a view to help shape regulations that can be

implemented effectively.

– We hold regular meetings with relevant authorities to discuss

strategic contingency plans, including those arising from

geopolitical issues.

– Our purpose-led conduct approach aligns to our purpose and

values, in particular the value ‘we take responsibility’.

Financial crime and fraud risk

Financial institutions remain under considerable regulatory scrutiny

regarding their ability to detect and prevent financial crime. In 2024,

these risks continued to be exacerbated by rising geopolitical tensions

and ongoing macroeconomic factors. These challenges require

managing conflicting laws and approaches to legal and regulatory

regimes, and implementing increasingly complex and less predictable

sanctions and trade restrictions.

Amid cost of living pressures, we continue to face increasing

regulatory expectations with respect to managing internal and

external fraud and protecting customers. The accessibility and

increasing sophistication of generative AI brings additional financial

crime risks. While there is potential for the technology to support

financial crime detection, there is also a risk that criminals use

generative AI to perpetrate fraud, particularly scams.

The digitisation of financial services continues to have an impact on

the payment's ecosystem, with an increasing number of new market

entrants and payment mechanisms, not all of which are subject to the

same level of regulatory scrutiny or regulations as banks.

Developments around digital assets and currencies have continued at

pace, with an increasing regulatory and enforcement focus on the

financial crimes linked to these types of assets.

The intersection of ESG issues and financial crime continues to pose

risks related to potential ‘greenwashing’, human rights issues and

environmental crime, as our organisation, customers and suppliers

transition to net zero. In addition, climate change itself could heighten

risks linked to vulnerable migrant populations in countries where

financial crime is already more prevalent.

We also continue to face increasing challenges presented by national

data privacy requirements, which may affect our ability to manage

financial crime risks across markets.

Mitigating actions

– We continue to seek to manage sanctions and trade restrictions

through the use of reasonably designed policies, procedures and

controls, which are subject to ongoing testing, and enhancements.

– We continue to develop our fraud controls and invest in

capabilities to fight financial crime through the application of

advanced analytics and AI, while monitoring technological

developments and engaging with third parties.

– We continue to assess the impact of a rapidly changing payments

ecosystem, as well as risks associated with direct and indirect

exposure to digital assets and currencies, in an effort to maintain

appropriate financial crime controls.

– We regularly review our existing policies and control framework so

that developments relating to ESG are considered and the related

financial crime risks are mitigated to the extent possible.

– We engage with regulators, policymakers and relevant

international bodies, seeking to address data privacy challenges

through international standards, guidance and legislation.

Environmental, social and governance ('ESG')

risk

We are subject to financial and non-financial risks associated with

ESG-related matters. We are subject to financial and non-financial

risks associated with ESG-related matters, such as climate change,

nature-related and human rights issues. These can impact us both

directly and indirectly through our business activities and

relationships.

– We may face credit losses if climate-related regulatory, legislative

or technological developments impact customers’ business

models or if extreme weather events disrupt or interrupt

customers’ operations, resulting in financial difficulty for

customers and/or stranded assets, and impacting their ability to

repay their debts. Our customers may find that their business

models fail to align to a net zero economy or face disruption to

their operations or deterioration to their assets as a result of

extreme weather.

– Trading losses may arise if climate change results in changes to

macroeconomic and financial variables that negatively impact our

trading book exposures.

– We may also be exposed to liquidity impacts in the form of deposit

outflows due to changes in customer behaviours driven by

impacts to profitability/wealth, or from reputational concerns

relating to the progress we make towards the HSBC Group’s

climate-related ambitions and targets.

– We may face impacts to our real estate portfolios due to changes

to the climate, the increase in the frequency and severity of

extreme weather events and the chronic shifts in weather

patterns, which could impact both property values and the ability

of borrowers to afford their mortgage payments and lead to

reduced availability or increased cost of insurance, including

insurance that protects property pledged as collateral of HSBC

mortgages, including collateral of the group’s mortgages.

– Operational risk may arise if extreme weather events impact

critical operations and premises.

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Risk

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– We may face regulatory compliance risk resulting from the

increasing pace, breadth and depth of climate-related regulatory

expectations, including on the management of climate risk, and

variations in climate-related reporting standards, requiring

implementation in short timeframes across multiple jurisdictions.

– Conduct risk may arise in association with the increasing demand

for "green" or "sustainable" products where there are differing and

developing standards or taxonomies.

– We may face reputational risks arising from how we decide to

support our customers in high-emitting sectors in their transition to

net zero, the preferences of different stakeholders in relation to

our approach to the transition to net zero, and if we make

insufficient progress in achieving the HSBC Group's climate-

related ambitions and targets.

– We may also be exposed to model risk, as the uncertain and

evolving impacts of climate change as well as data and

methodology limitations present challenges to creating reliable and

accurate model outputs.

– Reputational, regulatory compliance and legal risks may increase

as we make progress towards the HSBC Group’s ESG-related

ambitions and targets, with stakeholders likely to place greater

focus on our actions, such as the development of ESG-related

policies, our disclosures and financing and investment decisions

relating to the HSBC Group’s ESG-related ambitions and targets.

We may face additional risks if we fail to:

– make sufficient progress towards the HSBC Group’s ESG-related

ambitions and targets;

– set adequate plans to execute those plans or adapt those plans to

changes in the external environment;

– manage the risks associated both with meeting and not meeting

the HSBC Group's ESG-related ambitions and targets; and

– meet evolving regulatory expectations and requirements on the

management of ESG risks.

We may face additional risks if we knowingly or unknowingly make

inaccurate, unclear, misleading, or unsubstantiated claims regarding

sustainability to our stakeholders.

We may face climate and broader ESG-related litigation and regulatory

enforcement risks, either directly if stakeholders think that we are not

adequately managing climate and broader ESG-related risks, or

indirectly, if our clients and customers are themselves the subject of

litigation, potentially resulting in the revaluation of their assets.

Requirements, policy objectives, expectations, views or market and

public perceptions and preferences in connection with the transition

to a net zero economy and ESG-related matters may vary by

jurisdiction and stakeholder, particularly in light of the differing

perspectives of stakeholders in different markets, including the UK,

the US, the EU and other markets regarding climate impacts and the

nature of the appropriate responses to climate change. We may be

subject to potentially conflicting approaches to ESG matters in certain

jurisdictions, which may impact our ability to conduct certain business

within those jurisdictions or result in additional regulatory compliance,

reputational, political or litigation risks. For example, our reputation

and client relationships may be damaged as a result of our decision to

participate, or not to participate, in certain projects perceived to be

associated with causing or exacerbating climate change, as well as

any decisions we make to continue to conduct or change our

activities in response to considerations relating to climate change,

including the transition to net zero. These risks may also arise from

divergence in the implementation of ESG, climate policy and financial

regulation across the countries in which we operate, including

initiatives to apply and enforce policy and regulation with

extraterritorial effect.

We may face financial reporting risk in relation to our climate and ESG

disclosures, as data remains of limited quality and consistency,

exposing us to the risk of using incomplete and inaccurate data and

models which could result in sub-optimal decision-making.

Methodologies, data, scenarios and industry standards that we have

used may evolve over time in line with market practice, regulation or

developments in science, where applicable. Any such developments

in methodologies and scenarios, and changes in the availability,

accuracy and verifiability of data over time and our ability to collect

and process such data, exposes us to financial reporting risk in

relation to our climate and ESG disclosures and could result in

revisions to our internal measurement frameworks as well as

reported data going forward, including on financed emissions,

meaning that such data may not be reconcilable or comparable year

on year. We may also have to re-evaluate our progress towards the

HSBC Group’s ESG-related ambitions and targets in the future.

We may also be exposed to nature-related risks beyond climate

change. These risks arise when the provision of ecosystem services,

such as water availability, air quality and soil quality, is compromised,

primarily by the five key drivers of nature loss: changes in land/

freshwater/sea-use; climate change; pollution of air, water and soil;

over-exploitation of natural resources; and invasive alien species. They

can manifest themselves in a variety of ways for the group, HSBC and

their respective customers, including through macroeconomic,

market, credit, reputational, regulatory compliance and legal risks.

Regulation and disclosure requirements in relation to human rights are

increasing. Businesses are expected to be transparent about their

efforts to identify and respond to the risk of adverse human rights

impacts arising from their business activities and relationships. Failure

to manage this risk may negatively impact people and communities,

which in turn may result in reputational, regulatory compliance and

legal risks for the group and HSBC.

Mitigating actions

– A dedicated Environmental Risk Steering Meeting provides

oversight of environmental risk and the risk of greenwashing for

the HSBC Group.

– A dedicated Europe Environmental Risk Forum provides oversight

of environmental risk and the risk of greenwashing for HSBC Bank

plc.

– Our climate risk programme continues to follow the HSBC Group’s

programme to support the development of our climate risk

management capabilities across four key pillars: governance and

risk appetite, risk management, stress testing and scenario

analysis, and disclosures.

– We continue to enhance our approach to managing and mitigating

the risk of greenwashing.

– We implement the HSBC Group’s sustainability risk policies which

form part of the HSBC Group’s broader risk management

framework and are important mechanisms for managing risks,

including delivering the HSBC Group’s net zero ambition. HSBC

Group’s sustainability risk policies focus on mitigating reputational,

credit, legal and other risks related to our customers’

environmental and social impacts.

– We are developing our understanding of nature-related impacts,

risks and opportunities in line with European regulatory

expectations, initially focusing on HSBC Continental Europe.

– In 2024, the HSBC Group focused on its approach to human rights

risk management relating to the services the HSBC Group

provides to business customers and the goods and services the

HSBC Group purchases from third parties.

– The scope of the HSBC Group’s financial reporting risk framework

includes oversight of the accuracy and completeness of climate

and ESG disclosures. Our risk appetite statement aligns to the

HSBC Group risk appetite statement and references our climate

and ESG disclosures. Our internal controls incorporate

requirements for addressing the risk of misstatement in climate

and ESG disclosures. To support this, the HSBC Group have

developed a framework to guide control implementation over

climate and ESG disclosures, which includes areas such as

process and data governance, and risk assessment.

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| HSBC Bank plc Annual Report and Accounts  2024 | 27 |

– We continue to engage with our customers, investors and

regulators proactively on the management of climate and ESG

risks. The HSBC Group also engage with initiatives, including the

Climate Financial Risk Forum, Task Force on Climate-related

Financial Disclosures and CDP (formerly the Carbon Disclosure

Project) to help drive best practice for climate risk management.

For further details of our approach to climate risk management, see ‘Climate

risk’ on page [84](#i51ab9c19e2bc4c1a8cdc14c00a6bf444_86071).

Digitalisation and technological advances risk

Developments in technology and changes to regulations are enabling

new entrants to the industry, particularly with respect to payments.

This challenges us to continue innovating to address evolving

customer requirements, drive efficiency and adapt our products to

attract and retain customers. As a result, we may need to increase

investment in our business to adapt or develop products and services

to respond to our customers’ evolving needs. We also aim to ensure

that new digital capabilities do not weaken our resilience or wider risk

management capabilities.

New technologies such as generative AI, large language models,

blockchain, and quantum computing offer both business opportunities

and potential risks for HSBC. As with the use of all technologies, we

aim to maximise their potential while seeking to ensure a control

environment is in place to help manage the inherent risks.

Mitigating actions

– We continue to monitor this emerging risk and advances in

technology, as well as changes in customer behaviours, to

understand how these may impact our business.

– We assess new technologies to help develop appropriate controls

and maintain resilience.

– We closely monitor and assess financial crime risk and the impact

on payment transparency and wider payment infrastructure.

– We continue to make improvements to our related policies and to

our control framework in order to enhance the end-to-end

management of risks from new technology innovations.

Internally driven

People risk

While the overall trend in employee turnover has been improving,

certain markets in the European region are still facing higher turnover

rates and labour market complexities. We remain exposed to people

risks including challenges to retain, develop and attract leaders and

high-performing employees in key labour markets, the changing skills

requirements of our workforce and compliance with employment

laws and regulations. Failure to manage these risks may have an

impact on the delivery of our strategic objectives. It could also result

in poor customer outcomes or a breach of employment laws and

regulations, which may lead to regulatory sanctions or legal claims.

Mitigating actions

– We seek to promote an inclusive workforce and provide health and

wellbeing support. We continue to build our speak-up culture

through active campaigns.

– We monitor hiring activities and levels of employee attrition, with

each business and function putting in place plans to help ensure

they have effective workforce forecasting to meet business

demands.

– We monitor people risks that could arise due to organisational

restructuring, seeking to ensure that we manage redundancies

sensitively and support impacted employees. We encourage our

people leaders to focus on talent retention at all levels, with an

empathetic mindset and approach, while ensuring the whole

proposition of working at HSBC is well understood.

– Our Future Skills curriculum aims to provide skills that enable

employees and the group to be successful in the future.

– We develop succession plans for key management roles, with

oversight from the group's Executive Committee.

IT systems infrastructure and operational

resilience

We operate in an extensive and complex technology landscape. We

need to remain resilient in order to support customers and the

markets where we operate. Risks arise where technology is not

understood, maintained, or developed appropriately. We remain

committed to investing in the reliability and resilience of our IT

systems and critical services, including the simplification of our

technology estate to reduce complexity and costs. The group does so

in order to help protect its customers, affiliates and counterparties,

and to help ensure they do not receive disruption to services that

could result in reputational, legal and regulatory consequences.

Mitigating actions

– We continue to invest in transforming how software solutions are

developed, delivered and maintained to improve system resilience.

– We continue to upgrade many of our IT systems, simplify our

service provision and replace older IT infrastructure and

applications.

– We manage implementation risks arising from the simplification of

our technology estate continuously through oversight of these

risks at all levels of the programme and reporting up to our Risk

Committee.

Execution risk

In order to deliver our strategic objectives and meet mandatory

regulatory requirements, it is important for the group to maintain a

strong focus on change execution risk. Change execution risk remains

elevated driven by the current scale, complexity and pace of the

group's strategic and regulatory change initiatives. This requires

robust management of significant resource and time sensitive

programmes that are expected to be executed in 2025. The

embedding of structural changes throughout the HSBC Group, arising

as part of the reorganisation of its businesses announced in October

2024, is expected to enable the HSBC Group's strategy to be

executed more efficiently but may elevate the level of change

execution risk across HSBC, including in respect of the group, in the

near to medium term.

Mitigating actions

– Change execution risk is part of our risk taxonomy and control

library so that it is defined, assessed, managed, reported and

overseen in the same way as our other material risks.

– Our change framework provides colleagues across all levels of the

group who deliver on strategic and organisational initiatives with a

common and consistent understanding of their role in achieving

value and outcomes.

– The group's Change Oversight Governance function oversees the

prioritisation, strategic alignment and management of change

execution risk for our Change portfolios and initiatives.

Model risk

Model risk arises whenever business decision making includes

reliance on models. We use models in both financial and non-financial

contexts, as well as in a range of business applications such as

customer selection, product pricing, financial crime transaction

monitoring, creditworthiness evaluation and financial reporting.

Assessing model performance is a continuous undertaking including

both regular monitoring of the model’s performance and more

fundamental reviews of the model construct and data.

We continued to prioritise the redevelopment of internal ratings-based

(‘IRB’), internal model approach (‘IMA’) and internal model methods

(‘IMM’) models, as part of the IRB repair, Basel 3.1 and Fundamental

Review of the Trading Book programmes with a key focus on

enhancing the quality of data used as model inputs. A new suite of

IRB models for local corporates used in France has been approved by

the European Central Bank (‘ECB’) and it is pending approval from the

Prudential Regulation Authority (‘PRA’). A comprehensive

development and application plan of key regulatory capital models has

been submitted to both regulators and has been designed to help

ensure that HSBC meets both the PRA and ECB increased

expectations on model risk management.

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| 28 | HSBC Bank plc Annual Report and Accounts  2024 |

Risk

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Model risk remains a key area of focus given the regulatory scrutiny in

this area, with local regulatory exams taking place across the group

and the PRA’s supervisory statement 1/23 (SS1/23) coming into

effect. This provided detailed principles-based guidance on how

model risk should be managed, and material developments in policy

and model risk controls are progressing in line with the commitments

made with the regulator. Further developments in policy are also

expected from other regulators.

Mitigating actions

– We are investing in the redevelopment of our IRB models used in

our wholesale businesses to enhance our modelling capability and

help ensure we fully meet regulatory expectations for the adoption

of Basel 3.1 requirements.

– We updated our Model Risk Management (‘MRM’) framework to

meet the requirements of the PRA’s SS1/23, with a programme of

work is in progress to implement these changes across our model

landscape.

– We completed a review of model tiering, assessing the materiality

and complexity of all models live in the group and assigning a new

tier which will drive the level of oversight required at model level.

– We introduced a new framework to govern and manage the risks

associated with Deterministic Quantitative Methods. These are

complex and material calculators, which although not technically

models, still present similar risks.

– Model Risk Governance committees at the group, business and

functional levels continue to provide oversight of model risk.

– Model Risk Management works closely with businesses to help

develop IRB/IMM/IMA/IFRS9/stress testing models to meet risk

management, pricing, capital management, and credit risk

measurement needs.

– Additional assurance work is performed by the model risk

governance teams, which act as second lines of defence. The

teams test whether controls implemented by model users comply

with model risk policy and if model risk procedures are adequate.

– Models using AI or generative AI techniques are reviewed by the

relevant risk teams and monitored by the businesses to help

ensure that identified risks have adequate oversight and review. A

framework to manage the range of risks that are generated by

these advanced techniques, and to recognise the multidisciplinary

nature of these risks, has been developed.

Data risk

We use multiple systems and growing quantities of data to support

our customers. Risk arises if data is incorrect, unavailable, misused, or

unprotected. We need to meet external regulatory obligations and

laws that cover data, such as the Basel Committee on Banking

Supervision’s 239 guidelines and the General Data Protection

Regulation (‘GDPR’).

Mitigating actions

– Through our data management framework, we monitor the quality,

availability and security of data that supports our customers and

internal processes. We work towards resolving any identified data

issues in a timely manner.

– We have made improvements to our data policies. We are

implementing an updated control framework to help enhance the

end-to-end management of data risk.

– We aim to protect customer data through our data privacy

framework, which establishes practices, design principles and

guidelines that enable us to demonstrate compliance with data

privacy laws and regulations.

– We seek to continue to modernise our data and analytics

infrastructure through investments in Cloud technology, data

visualisation, machine learning and artificial intelligence.

– We educate our employees on data risk and data management.

We deliver regular mandatory training on how to protect and

manage data appropriately.

Third Party risk

We use third parties to provide a range of goods and services. It is

critical that we seek to have appropriate risk management policies,

processes and practices over the selection, governance and oversight

of third parties and their supply chain, particularly for key activities

that could affect our operational resilience.

Any deficiency in the management of risks associated with our third

parties could affect our ability to support our customers and meet

regulatory expectations.

Mitigating actions

– We continuously seek to improve our control framework for the

use of third-party providers to help ensure risks associated with

these arrangements are understood and managed effectively by

our businesses and functions across the group.

– We continue to enhance the management of our intra-group

arrangements and external third-party arrangements.

– We are implementing the changes required by new regulations as

set by our regulators.

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| HSBC Bank plc Annual Report and Accounts  2024 | 29 |

Our material banking and insurance risks

The material risk types associated with our banking and insurance manufacturing operations are described in the following tables.

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| --- | --- | --- |
|  |  |  |
| Description of risks – banking operations | | |
| Risks | Arising from | Measurement, monitoring and management of risk |
| Credit risk (see page [31](#id76d207e25384ec6a77c7adccae9d91c_8154)) | |  |
| The risk of financial loss if a customer  or counterparty fails to meet an  obligation under a contract. | Credit risk arises principally from direct  lending, trade finance and leasing business,  but also from certain other products such as  guarantees and derivatives. | Credit risk is:  – measured as the amount that could be lost if a customer or  counterparty fails to make repayments;  – monitored using various internal risk management measures and within  limits approved by individuals within a framework of delegated  authorities; and  – managed through a risk control framework that outlines clear  and consistent policies, principles and guidance for risk managers; and  by setting limits and appetite across geographical markets, portfolios or  sectors. |
| Treasury risk (see page [73](#iacd8578762c942a99118b6b77da5c778_126543)) | |  |
| The risk of having insufficient capital,  liquidity or funding resources to meet  financial obligations and satisfy  regulatory requirements, including the  risk of adverse impact on earnings or  capital due to structural and  transactional foreign exchange  exposures and changes in market  interest rates, and including the  financial risks arising from historic and  current provision of pensions and  other post employment benefits to  staff and their dependants. | Treasury risk arises from changes to the  respective resources and risk profiles driven  by customer behaviour, management  decisions or the external environment. | Treasury risk is:  – measured through risk appetite and more granular limits, set to provide  an early warning of increasing risk, minimum ratios of relevant  regulatory metrics, and metrics to monitor the key risk drivers  impacting treasury resources;  – monitored and projected against appetites and by using an operating  plan based on strategic objectives together with stress and scenario  testing; and  – managed through control of resources in conjunction with risk profiles,  strategic objectives and cashflows. |
| Market risk (see page [82](#i7d8ae525267f4d80abf6633f74395a58_906)) | |  |
| The risk of an adverse financial impact  on trading activities arising from  changes in market parameters such  as interest rates, foreign exchange  rates, asset prices, volatilities,  correlations and credit spreads. | Exposure to market risk is separated into two  portfolios:  – trading portfolios; and  – non-trading portfolios.  Market risk exposures arising from our  insurance operations are discussed on page  [90](#if272b0d005064860888a46b6b1dd9caf_24212). | Market risk is:  – measured using sensitivities, value at risk (‘VaR’) and stress testing,  giving a detailed picture of potential gains and losses for a range of  market movements and scenarios, as well as tail risks over specified  time horizons;  – monitored using VaR, stress testing and other measures, including the  sensitivity of net interest income and the sensitivity of structural  foreign exchange; and  – managed using risk limits approved by the group's RMM and the RMM  in various global businesses. |
| Climate risk (see page [84](#i51ab9c19e2bc4c1a8cdc14c00a6bf444_86071)) | |  |
| Climate risk relates to the financial  and non-financial impacts that may  arise as a result of climate change and  the move to a net zero economy. | Climate risk can materialise through:  – physical risk, which arises from the  increased frequency and severity of  weather events;  – transition risk, which arises from the  process of moving to a low-carbon  economy;  – net zero alignment risk may arise,  impacting HSBC Bank plc, where the  HSBC Group fails to meet its net zero  commitments or to meet external  expectations related to net zero; and  – the risk of greenwashing, which arises  from the act of knowingly or unknowingly  making inaccurate, unclear, misleading or  unsubstantiated claims regarding  sustainability to stakeholders. | Climate risk is:  – measured using risk metrics and stress testing;  – monitored using risk appetite statements; and  – managed through adherence to risk appetite thresholds and through  specific policies, enhancements to processes and the development of  tools including the development of product market controls to manage  the risk of greenwashing. |
| Resilience risk, including cybersecurity risk (see page [86](#i29e5012b6f4f4cdfadfefa157bdfb771_19) and [87](#id40646d13f1048f2828b2573cc164288_76966)) | |  |
| Resilience risk is the risk of sustained  and significant business disruption  from execution, delivery, physical  security or safety events, causing the  inability to provide critical services to  our customers, affiliates, and  counterparties. | Resilience risk arises from failures or  inadequacies in processes, people, systems  or external events. | Resilience risk is:  – measured through a range of metrics with defined maximum  acceptable impact tolerances, and against our agreed risk appetite;  – monitored through oversight of enterprise processes, risks, controls  and strategic change programmes; and  – managed by continuous monitoring and thematic reviews. |
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| 30 | HSBC Bank plc Annual Report and Accounts  2024 |

Risk

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|  |  |  |
| Description of risks – banking operations (continued) | | |
| Risks | Arising from | Measurement, monitoring and management of risk |
| Regulatory compliance risk (see page [87](#i46577e8ee91f467f9b382b8b7ced08fc_9612)) | |  |
| Regulatory compliance risk is the risk  associated with breaching our duty to  clients and other counterparties,  inappropriate market conduct  (including unauthorised trading) and  breaching related financial services  regulatory standards. | Regulatory Compliance risk arises from the  failure to observe relevant laws, codes, rules  and regulations and can manifest itself in  poor market or customer outcomes and lead  to fines, penalties and reputational damage to  our business. | Regulatory compliance risk is:  – measured by reference to risk appetite, identified metrics, incident  assessments, regulatory feedback and the judgement and assessment  of our regulatory compliance teams;  – monitored against the first line of defence risk and control  assessments, the results of the monitoring and control assurance  activities of the second line of defence functions; and  – managed by establishing and communicating appropriate policies and  procedures, training employees in them and monitoring activity to help  ensure their observance. Proactive risk control and/or remediation work  is undertaken where required. |
| Financial crime risk (see page [88](#i35dd4d82672843928a4067ce9079fdf7_21549)) |  |  |
| Financial crime risk is the risk that the  group's products and services will be  exploited for criminal activity. This  includes fraud, bribery and corruption,  tax evasion, sanctions and export  control violations, money laundering,  terrorist financing and proliferation  financing. | Financial crime risk arises from day-to-day  banking operations involving customers, third  parties and employees. | Financial crime risk is:  – measured by reference to risk appetite, identified metrics, incident  assessments, regulatory feedback and the judgement of, and  assessment by, our regulatory compliance teams;  – monitored against the first line of defence risk and control  assessments, and the results of the monitoring and control assurance  activities of the second line of defence functions; and  – managed by establishing and communicating appropriate policies and  procedures, training employees in them and monitoring activity to help  ensure their observance. Proactive risk control and/or remediation work  is undertaken where required. |
| Model risk (see page [89](#i1d2fa9fbc4ad47f0903626574f148b45_23515)) |  |  |
| Model risk is the risk of the potential  for adverse consequences from  model errors or the inappropriate use  of modelled outputs to inform  business decisions. | Model risk arises in both financial and non-  financial contexts whenever business  decision making includes reliance on models. | Model risk is:  – measured by reference to model performance tracking and the output  of detailed technical reviews and regulatory feedback, with key metrics  including model review statuses and findings;  – monitored against model risk appetite statements, and insight from the  independent validations completed by the model risk management  team; and  – managed by creating and communicating appropriate policies,  procedures and guidance, training colleagues in their application, and  supervising their adoption to help ensure operational effectiveness. |

Our insurance manufacturing subsidiaries are regulated separately

from our banking operations. Risks in our insurance entities are

managed using methodologies and processes that are subject to

group oversight. Our insurance operations are also subject to

some of the same risks as our banking operations, and these are

covered by the group’s risk management processes. There are

though specific risks inherent to the insurance operations as noted

below.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Description of risks – insurance manufacturing operations | | |
| Risks | Arising from | Measurement, monitoring and management of risk |
| Financial risk (see page [89](#if272b0d005064860888a46b6b1dd9caf_24213)) | |  |
| For insurance entities,  Financial risk includes the  risk of not being able to  effectively match liabilities  arising under insurance  contracts with appropriate  investments and that the  expected sharing of financial  performance with  policyholders under certain  contracts is not possible. | Exposure to financial risks arises from:  – market risk affecting the fair values of financial  assets or their future cash flows;  – credit risk; and  – liquidity risk of entities not being able to  make payments to policyholders as they  fall due. | Financial risk is:  – measured for credit risk, in terms of economic capital and the amount  that could be lost if a counterparty fails to make repayments; for market  risk, in terms of economic capital, internal metrics and fluctuations in key  financial variables; and for liquidity risk, in terms of internal metrics  including stressed operational cash flow projections;  – monitored through a framework of approved limits and delegated  authorities; and  – managed through a risk control framework that outlines clear and  consistent policies, principles and guidance. This includes using product  design and asset liability matching and bonus rates. |
| Insurance risk (see page [89](#if272b0d005064860888a46b6b1dd9caf_24213)) | |  |
| The risk that, over time, the  cost of insurance policies  written, including claims and  benefits, may exceed the  total amount of premiums  and investment income  received. | The cost of claims and benefits can be influenced  by many factors, including mortality and morbidity  experience, as well as lapse and surrender rates. | Insurance risk is:  – measured in terms of life insurance liabilities and economic capital  allocated to insurance underwriting risk;  – monitored through a framework of approved limits and delegated  authorities; and  – managed through a risk control framework that outlines clear and  consistent policies, principles and guidance. This includes using product  design, underwriting, reinsurance and claims-handling procedures. |

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| HSBC Bank plc Annual Report and Accounts  2024 | 31 |

Credit risk

Credit risk is the risk of financial loss if a customer or counterparty

fails to meet an obligation under a contract. Credit risk arises

principally from direct lending, trade finance and leasing business, but

also from certain other products such as guarantees and derivatives.

Credit risk management

Key developments in 2024

There were no material changes to the policies and practices for the

management of credit risk in 2024. We continued to apply the

requirements of IFRS 9 ‘Financial Instruments’ within the Credit Risk

sub-function.

We actively managed the risks related to macroeconomic

uncertainties, including interest rates, inflation, fiscal and monetary

policy, broader geopolitical uncertainties and conflicts.

For further details, see ‘Top and emerging risks’ on page [23](#i313fca0a60f448a19c7a1045ad761462_14773).



Governance and structure

We have established HSBC Group-wide credit risk management and

related IFRS 9 processes. We continue to assess the impact of

economic developments in key markets on specific customers,

customer segments or portfolios. As credit conditions change, we

take mitigating actions, including the revision of risk appetites or limits

and tenors, as appropriate. In addition, we continue to evaluate the

terms under which we provide credit facilities within the context of

individual customer requirements, the quality of the relationship, local

regulatory requirements, market practices and our local market

position.

Credit Risk sub-function

(Audited)

Credit approval authorities are delegated by the Board to the Chief

Executive together with the authority to sub-delegate them. The

Credit risk sub-function in Risk is responsible for the key policies and

processes for managing credit risk, which include formulating credit

policies and risk rating frameworks, guiding the appetite for credit risk

exposures, undertaking independent reviews and objective

assessment of credit risk, and monitoring performance and

management of portfolios.

The principal objectives of our credit risk management are:

– to maintain across HSBC a strong culture of responsible lending

and a robust risk policy and control framework;

– to both partner and challenge global businesses in defining,

implementing and continually re-evaluating our risk appetite under

actual and scenario conditions; and

– to ensure there is independent, expert scrutiny of credit risks, their

costs and their mitigation.

Key risk management processes

IFRS 9 ‘Financial Instruments’ process

The IFRS 9 process comprises three main areas: modelling, data and

forward economic guidance; implementation; and governance.

Modelling, data and forward economic guidance

The HSBC Group has established IFRS 9 modelling and data

processes in various geographies, which are subject to internal model

risk governance including independent review of significant model

developments.

We have a centralised process for generating unbiased and

independent global economic scenarios. Scenarios are subject to a

process of review and challenge by a dedicated central team, and

individually for each region. Each quarter, the scenarios and probability

weights are reviewed and checked for consistency with the economic

conjuncture and current economic and financial risks. These are

subject to final review and approval by senior management in a

forward economic guidance global business impairment committee.

Implementation

A centralised impairment engine performs the expected credit losses

calculation using data, which is subject to a number of validation

checks and enhancements, from a variety of client, finance and risk

systems. Where possible, these checks and processes are performed

in a globally consistent and centralised manner.

Governance

Management review forums are established in order to review and

approve the impairment results. Regional management review forums

have representatives from Credit Risk and Finance. Required

members of the forums are the heads of Wholesale Credit, Market

Risk, and Wealth and Personal Banking Risk, as well as the global

business Chief Financial Officers and the Chief Accounting Officer.

Concentration of exposure

(Audited)

Concentrations of credit risk arise when a number of counterparties or

exposures have comparable economic characteristics, or such

counterparties are engaged in similar activities or operate in the same

geographical areas or industry sectors so that their collective ability to

meet contractual obligations is similarly affected by changes in

economic, political or other conditions. The group uses a number of

controls and measures to minimise undue concentration of exposure

in the group’s portfolios across industry, country and customer

groups. These include portfolio and counterparty limits, approval and

review controls, and stress testing.

Credit quality of financial instruments

(Audited)

Our risk rating system facilitates the internal ratings-based approach

under the Basel framework adopted by the HSBC Group  to support

the calculation of our minimum credit regulatory capital requirement.

The five credit quality classifications encompass a range of granular

internal credit rating grades assigned to wholesale and retail

customers, and the external ratings attributed by external agencies to

debt securities.

For debt securities and certain other financial instruments, external

ratings have been aligned to the five quality classifications based upon

the mapping of related Customer Risk Rating (‘CRR’) to external credit

rating.

Wholesale lending

The CRR 10-grade scale summarises a more granular underlying

23-grade scale of obligor PD. All corporate customers are rated using

the 10- or 23-grade scale, depending on the degree of sophistication

of the Basel approach adopted for the exposure.

Each CRR band is associated with an external rating grade by

reference to long-run default rates for that grade, represented by the

average of issuer-weighted historical default rates. This mapping

between internal and external ratings is indicative and may vary over

time.

Retail lending

Retail lending credit quality is based on a 12-month point-in-time

probability-weighted PD.

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| 32 | HSBC Bank plc Annual Report and Accounts  2024 |

Risk

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| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| Credit quality classification | | | | | | |
|  | Sovereign debt  securities and  bills | Other debt  securities and  bills | Wholesale lending and  derivatives | | Retail lending | |
|  | External  credit rating | External  credit rating | Internal  credit rating | 12-month Basel  probability of  default % | Internal  credit rating | 12 month  probability-  weighted PD % |
| Quality classification1,2 |  |  |  |  |  |  |
| Strong | BBB and above | A- and above | CRR1 to CRR21 | 0 – 0.169 | Band 1 and 2 | 0.000 – 0.500 |
| Good | BBB- to BB | BBB+ to BBB- | CRR3 | 0.170 – 0.740 | Band 3 | 0.501 – 1.500 |
| Satisfactory | BB- to B and  unrated | BB+ to B and  unrated | CRR4 to CRR5 | 0.741 – 4.914 | Band 4 and 5 | 1.501 – 20.000 |
| Sub-standard | B- to C | B- to C | CRR6 to CRR8 | 4.915 – 99.999 | Band 6 | 20.001 – 99.999 |
| Credit impaired | Default | Default | CRR9 to CRR10 | 100 | Band 7 | 100 |

1Customer risk rating (‘CRR’).

212-month point-in-time probability-weighted PD.

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| Quality classification definitions  – ‘Strong’ exposures demonstrate a strong capacity to meet financial commitments, with negligible or low probability of default and/or low levels of  expected loss.  – ‘Good’ exposures require closer monitoring and demonstrate a good capacity to meet financial commitments, with low default risk.  – ‘Satisfactory’ exposures require closer monitoring and demonstrate an average-to-fair capacity to meet financial commitments, with moderate default  risk.  – ‘Sub-standard’ exposures require varying degrees of special attention and default risk is of greater concern.  – ‘Credit-impaired’ exposures have been assessed as described in Note 1.2(i) to the financial statements. |

Forborne loans and advances

(Audited)

Forbearance measures consist of concessions towards an obligor that

is experiencing or about to experience difficulties in meeting its

financial commitments.

We continue to class loans as forborne when we modify the

contractual payment terms due to having significant concerns about

the borrowers’ ability to meet contractual payments when they were

due. The group definition of forborne captures non-payment-related

concessions, such as covenant waivers.

For details of our policy on forbearance, see Note 1.2(i) in the



financial statements.

Credit quality of forborne loans

For wholesale lending, where payment-related forbearance measures

result in a diminished financial obligation, or if there are other

indicators of impairment, the loan will be classified as credit impaired

if it is not already so classified. All facilities with a customer, including

loans that have not been modified, are considered credit impaired

following the identification of a payment-related forborne loan. For

retail lending, where a material payment-related concession has been

granted, the loan will be classified as credit impaired. In isolation, non-

payment forbearance measures may not result in the loan being

classified as credit impaired unless combined with other indicators of

credit impairment. These are classed as performing forborne loans for

both wholesale and retail lending.

Wholesale and retail lending forborne loans are classified as credit

impaired until there is sufficient evidence to demonstrate a significant

reduction in the risk of non-payment of future cash flows, observed

over a minimum one-year period, and there are no other indicators of

impairment. Any forborne loans not considered credit impaired will

remain forborne for a minimum of two years from the date that credit

impairment no longer applies. For wholesale and retail lending, any

forbearance measures granted on a loan already classed as forborne

results in the customer being classed as credit impaired.

Forborne loans and recognition of expected credit losses

(Audited)

Forborne loans expected credit loss assessments reflect the higher

rates of losses typically experienced with these types of loans such

that they are in stage 2 and stage 3. The higher rates are more

pronounced in unsecured retail lending requiring further

segmentation. For wholesale lending, forborne loans are typically

assessed individually. Credit risk ratings are intrinsic to the

impairment assessments. The individual impairment assessment

takes into account the higher risk of the future non-payment inherent

in forborne loans.

Impairment assessment

(Audited)

For details of our impairment policies on loans and advances and financial



investments see Note 1.2(i) on the financial statements.

Write-off of loans and advances

(Audited)

Under IFRS 9, write-off should occur when there is no reasonable

expectation of recovering further cash flows from the financial asset.

This principle does not prohibit early write-off, which is defined in

local policies to ensure effectiveness in the management of

customers in the collections process.

Unsecured personal facilities, including credit cards, are generally

written off at between 150 and 210 days past due. The standard

period runs until the end of the month in which the account becomes

180 days contractually delinquent. However, in exceptional

circumstances, to avoid unfair customer outcomes, deliver customer

duty or meet regulatory expectations, the period may be extended

further.

For secured facilities, write-off should occur upon repossession of

collateral, receipt of proceeds via settlement, or determination that

recovery of the collateral will not be pursued. Where these assets are

maintained on the balance sheet beyond 60 months of consecutive

delinquency-driven default, the prospect of recovery is reassessed.

Recovery activity, on both secured and unsecured assets, may

continue after write-off.

Any unsecured exposures which are not written off at 180 days past

due ('DPD'), and any secured exposures which are in ‘default’ status

for 60 months or greater but are not written off, are subject to

additional monitoring via the appropriate governance forums.

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| HSBC Bank plc Annual Report and Accounts  2024 | 33 |

Credit risk in 2024

At 31 December 2024, gross loans and advances to banks and

customers of £98bn increased by £7.1bn on a reported basis

compared with 31 December 2023. This included total adverse

foreign exchange movements of £2.4bn. Excluding foreign exchange

movements, balance of personal gross loans and advances to

customers increased by £7.5bn, this was mainly driven by the

acquisition of HSBC Private Bank (Suisse). Increase of £1.7bn in

wholesale gross loans and advances to customers (of which £1.3bn

related to acquisition of HSBC Private Bank (Suisse)) and increase in

gross loans and advances to banks by £0.3bn.

At 31 December 2024, the allowance for ECL excluding foreign

exchange movements in relation to gross loans and advances to

customers decreased by £201m from 31 December 2023.

This was attributable to:

– a £207m decrease in wholesale loans and advances to customers,

of which £28m was driven by stages 1 and 2, £191m by stage 3

offset by £12m increase in POCI.

– a £6m increase in personal loans and advances to customers, of

which decrease of £3m was driven by stages 1 and 2 and £9m

increase by stage 3.

The ECL charge for 2024 was £163m, inclusive of recoveries.

Summary of credit risk

The following disclosure presents the gross carrying/nominal amount

of financial instruments to which the impairment requirements in

IFRS 9 are applied and the associated allowance for ECL. The

allowance for ECL decreased from £1,217m at 31 December 2023 to

£925m at 31 December 2024.

The allowance for ECL at 31 December 2024 comprised of £867m

(2023: £1,159m) in respect of assets held at amortised cost; £58m

(2023: £58m) in respect of loans and other credit related

commitments, and financial guarantees; £22m (2023: £23m) in

respect of debt instruments measured at FVOCI.

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| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Summary of financial instruments to which the impairment requirements in IFRS 9 are applied | | | | |
| (Audited) |  |  |  |  |
|  | 31 Dec 2024 | | 31 Dec 2023 | |
|  | Gross carrying/  nominal amount | Allowance for ECL1 | Gross carrying/  nominal amount | Allowance for ECL1 |
| The group | £m | £m | £m | £m |
| Loans and advances to customers at amortised cost | 83,524 | (858) | 76,579 | (1,088) |
| Loans and advances to banks at amortised cost | 14,524 | (3) | 14,372 | (1) |
| Other financial assets measured at amortised cost | 237,475 | (6) | 273,728 | (70) |
| –  cash and balances at central banks | 119,184 | — | 110,618 | — |
| –  reverse repurchase agreements – non-trading | 53,612 | — | 73,494 | — |
| –  financial investments | 12,226 | — | 8,861 | — |
| –  assets held for sale2 | 2,591 | (3) | 21,796 | (64) |
| –  prepayments, accrued income and other assets3 | 49,862 | (3) | 58,959 | (6) |
| Total gross carrying amount on-balance sheet | 335,523 | (867) | 364,679 | (1,159) |
| Loans and other credit-related commitments | 121,764 | (49) | 125,616 | (42) |
| Financial guarantees4 | 2,876 | (9) | 2,401 | (16) |
| Total nominal amount off-balance sheet5 | 124,640 | (58) | 128,017 | (58) |
|  | 460,163 | (925) | 492,696 | (1,217) |
|  |  |  |  |  |
|  | Fair value | Memorandum  allowance for ECL6 | Fair value | Memorandum  allowance for ECL6 |
|  | £m | £m | £m | £m |
| Debt instruments measured at fair value through other  comprehensive income ('FVOCI') | 46,649 | (22) | 37,427 | (23) |

1The total ECL is recognised in the loss allowance for the financial asset unless the total ECL exceeds the gross carrying amount of the financial asset, in which

case the ECL is recognised as a provision.

2 For further details on gross carrying amounts and allowances for ECL related to assets held for sale, see ‘Assets held for sale’ on page [39](#i3f320083998e4176beff765a92f18a60_4180).

3Includes only those financial instruments that are subject to the impairment requirements of IFRS 9. ‘Prepayments, accrued income and other assets’ as

presented within the consolidated balance sheet on page 117 comprises both financial and non-financial assets, including cash collateral and settlement

accounts. It also includes 'Items in course of collection from other banks' which was presented separately in 2023.

4Excludes performance guarantee contracts to which the impairment requirements in IFRS 9 are not applied.

5Represents the maximum amount at risk should the contracts be fully drawn upon and client's default.

6Debt instruments measured at FVOCI continue to be measured at fair value with the allowance for ECL as a memorandum item. Change in ECL is recognised in

‘Change in expected credit losses and other credit impairment charges’ in the income statement.

|  |  |
| --- | --- |
|  |  |
| 34 | HSBC Bank plc Annual Report and Accounts  2024 |

Risk

|  |
| --- |
|  |
|  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Summary of financial instruments to which the impairment requirements in IFRS 9 are applied (continued) | | | | |
| (Audited) |  |  |  |  |
|  | 31 Dec 2024 | | 31 Dec 2023 | |
|  | Gross carrying/  nominal amount | Allowance for ECL1 | Gross carrying/  nominal amount | Allowance for ECL1 |
| The bank | £m | £m | £m | £m |
| Loans and advances to customers at amortised cost | 31,308 | (392) | 32,800 | (357) |
| Loans and advances to banks at amortised cost | 12,731 | (1) | 11,670 | — |
| Other financial assets measured at amortised cost | 165,387 | (3) | 174,304 | (3) |
| –  cash and balances at central banks | 78,250 | — | 61,128 | — |
| –  reverse repurchase agreements – non-trading | 34,394 | — | 56,973 | — |
| –  financial investments | 14,217 | — | 12,029 | — |
| –  assets held for sale2 | 532 | (3) | 91 | — |
| –  prepayments, accrued income and other assets3 | 37,994 | — | 44,083 | (3) |
| Total gross carrying amount on-balance sheet | 209,426 | (396) | 218,774 | (360) |
| Loans and other credit-related commitments | 34,994 | (21) | 34,799 | (22) |
| Financial guarantees4 | 1,143 | (3) | 1,106 | (9) |
| Total nominal amount off-balance sheet5 | 36,137 | (24) | 35,905 | (31) |
|  | 245,563 | (420) | 254,679 | (391) |
|  |  |  |  |  |
|  | Fair value | Memorandum  allowance for ECL6 | Fair value | Memorandum  allowance for ECL6 |
|  | £m | £m | £m | £m |
| Debt instruments measured at fair value through other  comprehensive income ('FVOCI') | 19,978 | (3) | 16,307 | (5) |

1The total ECL is recognised in the loss allowance for the financial asset unless the total ECL exceeds the gross carrying amount of the financial asset, in which

case the ECL is recognised as a provision.

2 For further details on gross carrying amounts and allowances for ECL related to assets held for sale, see ‘Assets held for sale’ on page [39](#i3f320083998e4176beff765a92f18a60_4180).

3Includes only those financial instruments that are subject to the impairment requirements of IFRS 9. ‘Prepayments, accrued income and other assets’ as

presented within the consolidated balance sheet on page 117 comprises both financial and non-financial assets, including cash collateral and settlement

accounts. It also includes 'Items in course of collection from other banks' which was presented separately in 2023.

4Excludes performance guarantee contracts to which the impairment requirements in IFRS 9 are not applied.

5Represents the maximum amount at risk should the contracts be fully drawn upon and client's default.

6Debt instruments measured at FVOCI continue to be measured at fair value with the allowance for ECL as a memorandum item. Change in ECL is recognised in

‘Change in expected credit losses and other credit impairment charges’ in the income statement.

The following table provides an overview of the group’s and bank's

credit risk by stage and industry, and the associated ECL coverage.

The financial assets recorded in each stage have the following

characteristics:

– Stage 1: These financial assets are unimpaired and without

significant increase in credit risk on which a 12-month allowance

for ECL is recognised.

– Stage 2: A significant increase in credit risk has been experienced

on these financial assets since initial recognition for which a

lifetime ECL is recognised.

– Stage 3: There is objective evidence of impairment, and the

financial assets are therefore considered to be in default or

otherwise credit impaired on which a lifetime ECL is recognised.

– Purchased or originated credit-impaired ('POCI'): Financial assets

that are purchased or originated at a deep discount are seen to

reflect the incurred credit losses on which a lifetime ECL is

recognised.

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts  2024 | 35 |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Summary of credit risk (excluding debt instruments measured at FVOCI) by stage distribution and ECL coverage by industry sector at  31 December 2024 | | | | | | | | | | | | | | | |
| (Audited) | | | | | | | | | | | | | | | |
|  | Gross carrying/nominal amount2 | | | | | Allowance for ECL | | | | | ECL coverage % | | | | |
|  | Stage  1 | Stage  2 | Stage  3 | POCI | Total | Stage  1 | Stage  2 | Stage  3 | POCI | Total | Stage  1 | Stage  2 | Stage  3 | POCI | Total |
| The group | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m | % | % | % | % | % |
| Loans and advances to  customers at amortised  cost | 75,844 | 5,546 | 2,096 | 38 | 83,524 | (56) | (107) | (677) | (18) | (858) | 0.1 | 1.9 | 32.3 | 47.4 | 1.0 |
| –  personal | 18,733 | 955 | 259 | — | 19,947 | (14) | (19) | (79) | — | (112) | 0.1 | 2.0 | 30.5 | — | 0.6 |
| –  corporate and  commercial | 41,386 | 4,375 | 1,628 | 38 | 47,427 | (35) | (85) | (454) | (18) | (592) | 0.1 | 1.9 | 27.9 | 47.4 | 1.2 |
| –  non-bank financial  institutions | 15,725 | 216 | 209 | — | 16,150 | (7) | (3) | (144) | — | (154) | — | 1.4 | 68.9 | — | 1.0 |
| Loans and advances to  banks at amortised cost | 14,457 | 67 | — | — | 14,524 | (2) | (1) | — | — | (3) | — | 1.5 | — | — | — |
| Other financial assets  measured at amortised  cost | 237,375 | 59 | 41 | — | 237,475 | (4) | — | (2) | — | (6) | — | — | 4.9 | — | — |
| Loan and other credit-  related commitments | 116,787 | 4,812 | 162 | 3 | 121,764 | (14) | (24) | (11) | — | (49) | — | 0.5 | 6.8 | — | — |
| –  personal | 1,149 | 4 | 2 | — | 1,155 | — | — | — | — | — | — | — | — | — | — |
| –  corporate and  commercial | 58,281 | 3,775 | 146 | 3 | 62,205 | (12) | (22) | (10) | — | (44) | — | 0.6 | 6.8 | — | 0.1 |
| –  financial | 57,357 | 1,033 | 14 | — | 58,404 | (2) | (2) | (1) | — | (5) | — | 0.2 | 7.1 | — | — |
| Financial guarantees1 | 2,763 | 69 | 44 | — | 2,876 | (2) | (1) | (6) | — | (9) | 0.1 | 1.4 | 13.6 | — | 0.3 |
| –  personal | 130 | 1 | — | — | 131 | — | — | — | — | — | — | — | — | — | — |
| –  corporate and  commercial | 1,288 | 43 | 43 | — | 1,374 | (2) | (1) | (5) | — | (8) | 0.2 | 2.3 | 11.6 | — | 0.6 |
| –  financial | 1,345 | 25 | 1 | — | 1,371 | — | — | (1) | — | (1) | — | — | 100.0 | — | 0.1 |
| At 31 Dec 2024 | 447,226 | 10,553 | 2,343 | 41 | 460,163 | (78) | (133) | (696) | (18) | (925) | — | 1.3 | 29.7 | 43.9 | 0.2 |

1Excludes performance guarantee contracts to which the impairment requirements in IFRS 9 are not applied.

2Represents the maximum amount at risk should the contracts be fully drawn upon and client's default.

Unless identified at an earlier stage, all financial assets are deemed to

have suffered a significant increase in credit risk when they are

30 DPD and are transferred from stage 1 to stage 2. The following

disclosure presents the ageing of stage 2 financial assets by those

less than 30 DPD and greater than 30 DPD and therefore presents

those financial assets classified as stage 2 due to ageing (30 DPD)

and those identified at an earlier stage (less than 30 DPD).

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| Stage 2 days past due analysis at 31 December 2024 | | | | | | | | | |
| (Audited) |  |  |  |  |  |  |  |  |  |
|  | Gross carrying amount | | | Allowance for ECL | | | ECL coverage % | | |
|  |  | of which: | of which: |  | of which: | of which: |  | of which: | of which: |
|  | Stage 2 | 1 to 29  DPD1,2 | 30 and >  DPD1,2 | Stage 2 | 1 to 29  DPD1,2 | 30 and >  DPD1,2 | Stage 2 | 1 to 29  DPD1,2 | 30 and >  DPD1,2 |
| The group | £m | £m | £m | £m | £m | £m | % | % | % |
| Loans and advances to customers at  amortised cost | 5,546 | 81 | 48 | (107) | (3) | (1) | 1.9 | 3.7 | 2.1 |
| –  personal | 955 | 74 | 19 | (19) | (3) | (1) | 2.0 | 4.1 | 5.3 |
| –  corporate and commercial | 4,375 | 6 | 28 | (85) | — | — | 1.9 | — | — |
| –  non-bank financial institutions | 216 | 1 | 1 | (3) | — | — | 1.4 | — | — |
| Loans and advances to banks at  amortised cost | 67 | — | — | (1) | — | — | 1.5 | — | — |
| Other financial assets measured at  amortised cost | 59 | — | — | — | — | — | — | — | — |

1Up-to-date accounts in stage 2 are not shown in amounts presented above.

2The days past due amounts presented above are on a contractual basis.

|  |  |
| --- | --- |
|  |  |
| 36 | HSBC Bank plc Annual Report and Accounts  2024 |

Risk

|  |
| --- |
|  |
|  |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Summary of credit risk (excluding debt instruments measured at FVOCI) by stage distribution and ECL coverage by industry sector at  31 December 2023 (continued) | | | | | | | | | | | | | | | |
| (Audited) | | | | | | | | | | | | | | | |
|  | Gross carrying/nominal amount2 | | | | | Allowance for ECL | | | | | ECL coverage % | | | | |
|  | Stage  1 | Stage  2 | Stage  3 | POCI | Total | Stage  1 | Stage  2 | Stage  3 | POCI | Total | Stage  1 | Stage  2 | Stage  3 | POCI | Total |
| The group | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m | % | % | % | % | % |
| Loans and advances  to customers at  amortised cost | 66,356 | 7,881 | 2,310 | 32 | 76,579 | (75) | (125) | (882) | (6) | (1,088) | 0.1 | 1.6 | 38.2 | 18.8 | 1.4 |
| –  personal | 11,447 | 1,370 | 214 | — | 13,031 | (20) | (17) | (71) | — | (108) | 0.2 | 1.2 | 33.2 | — | 0.8 |
| –  corporate and  commercial | 42,982 | 5,981 | 1,773 | 32 | 50,768 | (48) | (98) | (673) | (6) | (825) | 0.1 | 1.6 | 38.0 | 18.8 | 1.6 |
| –  non-bank financial  institutions | 11,927 | 530 | 323 | — | 12,780 | (7) | (10) | (138) | — | (155) | 0.1 | 1.9 | 42.7 | — | 1.2 |
| Loans and advances  to banks at amortised  cost | 14,256 | 116 | — | — | 14,372 | (1) | — | — | — | (1) | — | — | — | — | — |
| Other financial assets  measured at  amortised cost | 272,557 | 989 | 182 | — | 273,728 | (5) | (8) | (57) | — | (70) | — | 0.8 | 31.3 | — | — |
| Loan and other credit-  related commitments | 118,242 | 7,197 | 174 | 3 | 125,616 | (13) | (21) | (8) | — | (42) | — | 0.3 | 4.6 | — | — |
| –  personal | 1,246 | 27 | 3 | — | 1,276 | — | — | — | — | — | — | — | — | — | — |
| –  corporate and  commercial | 58,225 | 4,815 | 155 | 3 | 63,198 | (11) | (17) | (7) | — | (35) | — | 0.4 | 4.5 | — | 0.1 |
| –  financial | 58,771 | 2,355 | 16 | — | 61,142 | (2) | (4) | (1) | — | (7) | — | 0.2 | 6.3 | — | — |
| Financial guarantees1 | 2,078 | 251 | 72 | — | 2,401 | (2) | (1) | (13) | — | (16) | 0.1 | 0.4 | 18.1 | — | 0.7 |
| –  personal | 32 | 2 | — | — | 34 | — | — | — | — | — | — | — | — | — | — |
| –  corporate and  commercial | 1,057 | 68 | 71 | — | 1,196 | (1) | (1) | (13) | — | (15) | 0.1 | 1.5 | 18.3 | — | 1.3 |
| –  financial | 989 | 181 | 1 | — | 1,171 | (1) | — | — | — | (1) | 0.1 | — | — | — | 0.1 |
| At 31 Dec 2023 | 473,489 | 16,434 | 2,738 | 35 | 492,696 | (96) | (155) | (960) | (6) | (1,217) | — | 0.9 | 35.1 | 17.1 | 0.2 |

1Excludes performance guarantee contracts to which the impairment requirements in IFRS 9 are not applied.

2Represents the maximum amount at risk should the contracts be fully drawn upon and client's default.

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| Stage 2 days past due analysis at 31 December 2023 (continued) | | | | | | | | | |
| (Audited) | Gross carrying amount | | | Allowance for ECL | | | ECL coverage % | | |
|  |  | of which: | of which: |  | of which: | of which: |  | of which: | of which: |
|  | Stage 2 | 1 to 29  DPD1,2 | 30 and >  DPD1,2 | Stage 2 | 1 to 29  DPD1,2 | 30 and >  DPD1,2 | Stage 2 | 1 to 29  DPD1,2 | 30 and >  DPD1,2 |
| The group | £m | £m | £m | £m | £m | £m | % | % | % |
| Loans and advances to customers at  amortised cost | 7,881 | 234 | 298 | (125) | (4) | (1) | 1.6 | 1.7 | 0.3 |
| –  personal | 1,370 | 183 | 87 | (17) | (3) | (1) | 1.2 | 1.6 | 1.1 |
| –  corporate and commercial | 5,981 | 51 | 207 | (98) | (1) | — | 1.6 | 2.0 | — |
| –  non-bank financial institutions | 530 | — | 4 | (10) | — | — | 1.9 | — | — |
| Loans and advances to banks at  amortised cost | 116 | — | 10 | — | — | — | — | — | — |
| Other financial assets measured at  amortised cost | 989 | 14 | 9 | (8) | — | — | 0.8 | — | — |

1Up-to-date accounts in stage 2 are not shown in amounts presented above.

2The days past due amounts presented above are on a contractual basis.

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts  2024 | 37 |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Summary of credit risk (excluding debt instruments measured at FVOCI) by stage distribution and ECL coverage by industry sector at  31 December 2024 | | | | | | | | | | | | | | | |
| (Audited) | | | | | | | | | | | | | | | |
|  | Gross carrying/nominal amount2 | | | | | Allowance for ECL | | | | | ECL coverage % | | | | |
|  | Stage  1 | Stage  2 | Stage  3 | POCI | Total | Stage  1 | Stage  2 | Stage  3 | POCI | Total | Stage  1 | Stage  2 | Stage  3 | POCI | Total |
| The bank | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m | % | % | % | % | % |
| Loans and  advances to  customers at  amortised cost | 29,149 | 1,503 | 619 | 37 | 31,308 | (12) | (24) | (338) | (18) | (392) | — | 1.6 | 54.6 | 48.6 | 1.3 |
| –  personal | 2,009 | 586 | 20 | — | 2,615 | (3) | (1) | (2) | — | (6) | 0.1 | 0.2 | 10.0 | — | 0.2 |
| –  corporate and  commercial | 16,316 | 786 | 384 | 37 | 17,523 | (6) | (21) | (182) | (18) | (227) | — | 2.7 | 47.4 | 48.6 | 1.3 |
| –  non-bank  financial  institutions | 10,824 | 131 | 215 | — | 11,170 | (3) | (2) | (154) | — | (159) | — | 1.5 | 71.6 | — | 1.4 |
| Loans and  advances to  banks at  amortised cost | 12,696 | 35 | — | — | 12,731 | (1) | — | — | — | (1) | — | — | — | — | — |
| Other financial  assets measured  at amortised  cost | 165,328 | 31 | 28 | — | 165,387 | (1) | — | (2) | — | (3) | — | — | 7.1 | — | — |
| Loan and other  credit-related  commitments | 33,110 | 1,827 | 54 | 3 | 34,994 | (6) | (12) | (3) | — | (21) | — | 0.7 | 5.6 | — | 0.1 |
| –  personal | 338 | 1 | 2 | — | 341 | — | — | — | — | — | — | — | — | — | — |
| –  corporate and  commercial | 16,154 | 817 | 38 | 3 | 17,012 | (5) | (10) | (2) | — | (17) | — | 1.2 | 5.3 | — | 0.1 |
| –  financial | 16,618 | 1,009 | 14 | — | 17,641 | (1) | (2) | (1) | — | (4) | — | 0.2 | 7.1 | — | — |
| Financial  guarantees1 | 1,111 | 24 | 8 | — | 1,143 | — | — | (3) | — | (3) | — | — | 37.5 | — | 0.3 |
| –  personal | — | 1 | — | — | 1 | — | — | — | — | — | — | — | — | — | — |
| –  corporate and  commercial | 558 | 2 | 7 | — | 567 | — | — | (2) | — | (2) | — | — | 28.6 | — | 0.4 |
| –  financial | 553 | 21 | 1 | — | 575 | — | — | (1) | — | (1) | — | — | 100.0 | — | 0.2 |
| At 31 Dec 2024 | 241,394 | 3,420 | 709 | 40 | 245,563 | (20) | (36) | (346) | (18) | (420) | — | 1.1 | 48.8 | 45.0 | 0.2 |

1Excludes performance guarantee contracts to which the impairment requirements in IFRS 9 are not applied.

2Represents the maximum amount at risk should the contracts be fully drawn upon and client's default.

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| Stage 2 days past due analysis at 31 December 2024 | | | | | | | | | |
| (Audited) | Gross carrying amount | | | Allowance for ECL | | | ECL coverage % | | |
|  |  | of which: | of which: |  | of which: | of which: |  | of which: | of which: |
|  | Stage 2 | 1 to 29  DPD1,2 | 30 and >  DPD1,2 | Stage 2 | 1 to 29  DPD1,2 | 30 and >  DPD1,2 | Stage 2 | 1 to 29  DPD1,2 | 30 and >  DPD1,2 |
| The bank | £m | £m | £m | £m | £m | £m | % | % | % |
| Loans and advances to customers at  amortised cost | 1,503 | 19 | 8 | (24) | — | — | 1.6 | — | — |
| –  personal | 586 | 18 | 8 | (1) | — | — | 0.2 | — | — |
| –  corporate and commercial | 786 | 1 | — | (21) | — | — | 2.7 | — | — |
| –  non-bank financial institutions | 131 | — | — | (2) | — | — | 1.5 | — | — |
| Loans and advances to banks at  amortised cost | 35 | — | — | — | — | — | — | — | — |
| Other financial assets measured at  amortised cost | 31 | — | — | — | — | — | — | — | — |

1Up-to-date accounts in stage 2 are not shown in amounts presented above.

2The days past due amounts presented above are on a contractual basis.

|  |  |
| --- | --- |
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| 38 | HSBC Bank plc Annual Report and Accounts  2024 |

Risk

|  |
| --- |
|  |
|  |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Summary of credit risk (excluding debt instruments measured at FVOCI) by stage distribution and ECL coverage by industry sector at  31 December 2023 (continued) | | | | | | | | | | | | | | | |
| (Audited) | | | | | | | | | | | | | | | |
|  | Gross carrying/nominal amount2 | | | | | Allowance for ECL | | | | | ECL coverage % | | | | |
|  | Stage  1 | Stage  2 | Stage  3 | POCI | Total | Stage  1 | Stage  2 | Stage  3 | POCI | Total | Stage  1 | Stage  2 | Stage  3 | POCI | Total |
| The bank | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m | % | % | % | % | % |
| Loans and  advances to  customers at  amortised cost | 28,806 | 3,229 | 740 | 25 | 32,800 | (15) | (47) | (289) | (6) | (357) | 0.1 | 1.5 | 39.1 | 24.0 | 1.1 |
| –  personal | 1,809 | 817 | 13 | — | 2,639 | (2) | (2) | (2) | — | (6) | 0.1 | 0.2 | 15.4 | — | 0.2 |
| –  corporate and  commercial | 17,611 | 2,026 | 421 | 25 | 20,083 | (10) | (38) | (151) | (6) | (205) | 0.1 | 1.9 | 35.9 | 24.0 | 1.0 |
| –  non-bank  financial  institutions | 9,386 | 386 | 306 | — | 10,078 | (3) | (7) | (136) | — | (146) | — | 1.8 | 44.4 | — | 1.4 |
| Loans and  advances to  banks at  amortised cost | 11,644 | 26 | — | — | 11,670 | — | — | — | — | — | — | — | — | — | — |
| Other financial  assets measured  at amortised cost | 174,271 | 24 | 9 | — | 174,304 | — | (1) | (2) | — | (3) | — | 4.2 | 22.2 | — | — |
| Loan and other  credit-related  commitments | 30,672 | 4,109 | 15 | 3 | 34,799 | (7) | (14) | (1) | — | (22) | — | 0.3 | 6.7 | — | 0.1 |
| –  personal | 330 | 1 | 2 | — | 333 | — | — | — | — | — | — | — | — | — | — |
| –  corporate and  commercial | 14,891 | 1,884 | 5 | 3 | 16,783 | (5) | (10) | — | — | (15) | — | 0.5 | — | — | 0.1 |
| –  financial | 15,451 | 2,224 | 8 | — | 17,683 | (2) | (4) | (1) | — | (7) | — | 0.2 | 12.5 | — | — |
| Financial  guarantees1 | 896 | 184 | 26 | — | 1,106 | (1) | — | (8) | — | (9) | 0.1 | — | 30.8 | — | 0.8 |
| –  personal | — | 1 | — | — | 1 | — | — | — | — | — | — | — | — | — | — |
| –  corporate and  commercial | 518 | 9 | 25 | — | 552 | — | — | (8) | — | (8) | — | — | 32.0 | — | 1.4 |
| –  financial | 378 | 174 | 1 | — | 553 | (1) | — | — | — | (1) | 0.3 | — | — | — | 0.2 |
| At 31 Dec 2023 | 246,289 | 7,572 | 790 | 28 | 254,679 | (23) | (62) | (300) | (6) | (391) | — | 0.8 | 38.0 | 21.4 | 0.2 |

1Excludes performance guarantee contracts to which the impairment requirements in IFRS 9 are not applied.

2Represents the maximum amount at risk should the contracts be fully drawn upon and clients default.

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| Stage 2 days past due analysis at 31 December 2023 (continued) | | | | | | | | | |
| (Audited) | Gross carrying amount | | | Allowance for ECL | | | ECL coverage % | | |
|  |  | of which: | of which: |  | of which: | of which: |  | of which: | of which: |
|  | Stage 2 | 1 to 29  DPD1,2 | 30 and >  DPD1,2 | Stage 2 | 1 to 29  DPD1,2 | 30 and >  DPD1,2 | Stage 2 | 1 to 29  DPD1,2 | 30 and >  DPD1,2 |
| The bank | £m | £m | £m | £m | £m | £m | % | % | % |
| Loans and advances to customers at  amortised cost: | 3,229 | 157 | 78 | (47) | (1) | — | 1.5 | 0.6 | — |
| –  personal | 817 | 157 | 78 | (2) | (1) | — | 0.2 | 0.6 | — |
| –  corporate and commercial | 2,026 | — | — | (38) | — | — | 1.9 | — | — |
| –  non-bank financial institutions | 386 | — | — | (7) | — | — | 1.8 | — | — |
| Loans and advances to banks at  amortised cost | 26 | — | — | — | — | — | — | — | — |
| Other financial assets measured at  amortised cost | 24 | — | — | (1) | — | — | 4.2 | — | — |

1Up-to-date accounts in stage 2 are not shown in amounts presented above.

2The days past due amounts presented above are on a contractual basis.

Stage 2 decomposition

The following table presents the stage 2 decomposition of gross

carrying amount and allowances for ECL for loans and advances to

customers and banks. It also sets out the reasons why an exposure is

classified as stage 2 and therefore presented as a significant increase

in credit risk at 31 December 2024.

The quantitative classification shows gross carrying amount and

allowances for ECL for which the applicable reporting date probability

of default ('PD') measure exceeds defined quantitative thresholds for

retail and wholesale exposures, as set out in Note 1.2 'Summary of

material accounting policies', on page 127.

The qualitative classification primarily accounts for customer risk

rating (‘CRR’) deterioration, watch-and-worry and retail management

judgemental adjustments.

A summary of our current policies and practices for the significant

increase in credit risk is set out in ‘Summary of material

accounting policies’ on page 127.

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts  2024 | 39 |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Loans and advances to customers and banks1 | | | | | | | | | | |
|  | At 31 Dec 2024 | | | | | | | | | |
|  | Gross carrying amount | | | | | Allowance for ECL | | | | |
|  | Loans and advances to customers | | |  |  | Loans and advances to customers | | |  |  |
|  | Personal | Corporate  and  commercial | Non-bank  financial  institutions | Loans and  advances  to banks at  amortised  cost | Total  stage 2 | Personal | Corporate  and  commercial | Non-bank  financial  institutions | Loans and  advances  to banks at  amortised  cost | Total  stage 2 |
| The group | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| Quantitative | 776 | 2,135 | 126 | 64 | 3,101 | (18) | (37) | (2) | — | (57) |
| Qualitative | 174 | 2,225 | 89 | 3 | 2,491 | (1) | (48) | (1) | (1) | (51) |
| of which: forbearance | — | 422 | — | — | 422 | — | (3) | — | — | (3) |
| 30 DPD backstop | 5 | 15 | 1 | — | 21 | — | — | — | — | — |
| Total stage 2 | 955 | 4,375 | 216 | 67 | 5,613 | (19) | (85) | (3) | (1) | (108) |
| ECL coverage % | 2.0 | 1.9 | 1.4 | 1.5 | 1.9 |  |  |  |  |  |
| The bank |  |  |  |  |  |  |  |  |  |  |
| Quantitative | 418 | 478 | 86 | 35 | 1,017 | (1) | (9) | (2) | — | (12) |
| Qualitative | 167 | 308 | 45 | — | 520 | — | (12) | — | — | (12) |
| of which: forbearance | — | — | — | — | — | — | — | — | — | — |
| 30 DPD backstop | 1 | — | — | — | 1 | — | — | — | — | — |
| Total stage 2 | 586 | 786 | 131 | 35 | 1,538 | (1) | (21) | (2) | — | (24) |
| ECL coverage % | 0.2 | 2.7 | 1.5 | — | 1.6 |  |  |  |  |  |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  | At 31 Dec 2023 | | | | | | | | | |
| The group |  |  |  |  |  |  |  |  |  |  |
| Quantitative | 820 | 3,589 | 423 | 91 | 4,923 | (12) | (56) | (8) | — | (76) |
| Qualitative | 547 | 2,186 | 103 | 15 | 2,851 | (5) | (42) | (2) | — | (49) |
| of which: forbearance | 3 | 260 | 1 | — | 264 | — | (2) | — | — | (2) |
| 30 DPD backstop | 3 | 206 | 4 | 10 | 223 | — | — | — | — | — |
| Total stage 2 | 1,370 | 5,981 | 530 | 116 | 7,997 | (17) | (98) | (10) | — | (125) |
| ECL coverage % | 1.2 | 1.6 | 1.9 | — | 1.6 |  |  |  |  |  |
| The bank |  |  |  |  |  |  |  |  |  |  |
| Quantitative | 321 | 1,801 | 386 | 26 | 2,534 | (1) | (21) | (7) | — | (29) |
| Qualitative | 496 | 225 | — | — | 721 | (1) | (17) | — | — | (18) |
| of which: forbearance | 1 | 6 | — | — | 7 | — | — | — | — | — |
| 30 DPD backstop | — | — | — | — | — | — | — | — | — | — |
| Total stage 2 | 817 | 2,026 | 386 | 26 | 3,255 | (2) | (38) | (7) | — | (47) |
| ECL coverage % | 0.2 | 1.9 | 1.8 | — | 1.4 |  |  |  |  |  |

1Where balances satisfy more than one of the above three criteria for determining a significant increase in credit risk, the corresponding gross carrying amount

and allowance for ECL have been assigned in order of categories presented.

Assets held for sale

(Audited)

At 31 December  2024, the most material balances held for sale arose

from our business in South Africa and our private banking business in

Germany.

Disclosures relating to assets held for sale are provided in the

following credit risk tables, primarily where the disclosure is relevant

to the measurement of these financial assets:

– 'Maximum exposure to credit risk' (page [41](#i700b0dbffd3d4750bbd80e2c54a96cb7_739)); and

– 'Distribution of financial instruments by credit quality at

31 December' (page [58](#ifbcb2f27d4ed4eee98b0bd27d99458f6_5488)).

Although there was a reclassification on the balance sheet, there was

no separate income statement reclassification. As a result, charges

for changes in expected credit losses and other credit impairment

charges shown in the credit risk disclosures include charges relating

to financial assets classified as 'assets held for sale'.

'Loans and other credit-related commitments', 'financial guarantees'

and ‘Debt instruments measured at fair value through other

comprehensive income’ as reported in credit disclosures, also include

exposures and allowances relating to financial assets classified as

‘assets held for sale’.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Loans and advances to customers and banks measured at amortised cost | | |
| (Audited) |  |  |
|  | Total gross  loans and  advances | Allowance for  ECL |
|  | £m | £m |
| As reported | 98,048 | (861) |
| Reported in ‘Assets held for sale’ | 887 | (3) |
| At 31 Dec 2024 | 98,935 | (864) |
| As reported | 90,951 | (1,089) |
| Reported in ‘Assets held for sale’ | 21,512 | (64) |
| At 31 Dec 2023 | 112,463 | (1,153) |

|  |  |
| --- | --- |
|  |  |
| 40 | HSBC Bank plc Annual Report and Accounts  2024 |

Risk

|  |
| --- |
|  |
|  |

At 31 December 2024, gross loans and advances of our business in

South Africa were £526m and the related allowance for ECL was

£3m. Gross loans and advances of our private banking business in

Germany were £246m and of our French life insurance business were

£115m, both with negligible allowance for ECL.

Lending balances held for sale continue to be measured at amortised

cost less allowances for impairment and, therefore, such carrying

amounts may differ from fair value.

These lending balances are part of associated disposal groups that are

measured in their entirety at the lower of carrying amount and fair

value less costs to sell. Any difference between the carrying amount

of these assets and their sales price is part of the overall gain or loss

on the associated disposal group as a whole.

For further details of the carrying amount and the fair value at 31 December



2024 of loans and advances to banks and customers classified as held for

sale, see Note 34 on the financial statements.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Gross loans and allowance for ECL on loans and advances to customers and banks reported in ‘Assets held for sale’ | | | | |
| (Audited) |  |  |  |  |
|  | South Africa | German Private  Banking  Business | French Life  Insurance  Business | Total |
| Gross carrying amount | £m | £m | £m | £m |
| Loans and advances to customers at amortised cost | 526 | 246 | — | 772 |
| –  personal | — | 104 | — | 104 |
| –  corporate and commercial | 467 | 15 | — | 482 |
| –  non-bank financial institutions | 59 | 127 | — | 186 |
| Loans and advances to banks at amortised cost | — | — | 115 | 115 |
| At 31 Dec 2024 | 526 | 246 | 115 | 887 |
| Allowance for ECL |  |  |  |  |
| Loans and advances to customers at amortised cost | (3) | — | — | (3) |
| –  personal | — | — | — | — |
| –  corporate and commercial | (3) | — | — | (3) |
| –  non-bank financial institutions | — | — | — | — |
| Loans and advances to banks at amortised cost | — | — | — | — |
| At 31 Dec 20241 | (3) | — | — | (3) |
|  |  |  |  |  |
|  | Retail banking  operations in  France | Other  Total |  | |
|  | £m | £m  £m |  | |
| Loans and advances to customers at amortised cost | 13,319 | 90 | 13,409 | |
| –  personal | 10,916 | — | 10,916 | |
| –  corporate and commercial | 2,362 | — | 2,362 | |
| –  non-bank financial institutions | 41 | 90 | 131 | |
| Loans and advances to banks at amortised cost | 8,103 | — | 8,103 | |
| At 31 Dec 2023 | 21,422 | 90 | 21,512 | |
| Allowance for ECL |  |  |  |  |
| Loans and advances to customers at amortised cost | (64) | — | (64) | |
| –  personal | (61) | — | (61) | |
| –  corporate and commercial | (3) | — | (3) | |
| –  non-bank financial institutions | — | — | — | |
| Loans and advances to banks at amortised cost | — | — | — | |
| At 31 Dec 2023 | (64) | — | (64) | |

1The table above does not include disposal completed during 2024 including the sale of our Retail banking operations in France completed on 1 January 2024. For

more details, please refer to business disposals as disclosed in Note 34 on the financial statements.

The table below analyses the amount of ECL charges arising from assets held for sale and assets not held for sale.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Changes in expected credit losses and other credit impairment | | |
| (Audited) |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| ECL charges arising from: |  |  |
| –  assets held for sale | — | 5 |
| –  assets not held for sale | 163 | 164 |
| Year ended 31 Dec | 163 | 169 |

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts  2024 | 41 |

Credit exposure

Maximum exposure to credit risk

(Audited)

This section provides information on balance sheet items and their offsets as well as loan and other credit-related commitments.

|  |
| --- |
|  |
| ‘Maximum exposure to credit risk’ table  The following table presents our maximum exposure before taking  account of any collateral held or other credit enhancements (unless such  enhancements meet accounting offsetting requirements). The table  excludes trading assets, financial assets designated and otherwise  mandatorily measured at fair value through profit and loss, and financial  investments measured at fair value through other comprehensive  income as their carrying amount best represents the net exposure to  credit risk. Equity securities are also excluded as they are not subject to  credit risk. For the financial assets recognised on the balance sheet, the  maximum exposure to credit risk equals their carrying amount and is net  of the allowance for ECL. For financial guarantees and other guarantees  granted, it is the maximum amount that we would have to pay if the  guarantees were called upon. For loan commitments and other credit-  related commitments, it is generally the full amount of the committed  facilities.  The offset in the table relates to amounts where there is a legally  enforceable right of offset in the event of counterparty default and  where, as a result, there is a net exposure for credit risk purposes. |

|  |
| --- |
|  |
| However, as there is no intention to settle these balances on a net basis  under normal circumstances, they do not qualify for net presentation for  accounting purposes. No offset has been applied to off-balance sheet  collateral. In the case of derivatives, the offset column also includes  collateral received in cash and other financial assets. |

Other credit risk mitigants

While not disclosed as an offset in the following ‘Maximum exposure

to credit risk’ table, other arrangements are in place that reduce our

maximum exposure to credit risk. These include a charge over

collateral on borrowers’ specific assets, such as residential properties,

collateral held in the form of financial instruments that are not held on

balance sheet and short positions in securities. In addition, for

financial assets held as part of linked insurance/investment contracts

the credit risk is predominantly borne by the policyholder. See Note

28 on the financial statements for further details of collateral in

respect of certain loans and advances and derivatives.

Collateral available to mitigate credit risk is disclosed in the 'Collateral

and other credit enhancement' section on page [67](#ic9eed90943b7445eb2f06e47aab80ecb_15036).

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| Maximum exposure to credit risk | | | |  |  |  |
| (Audited) | 2024 | | | 2023 | | |
|  | Maximum  exposure | Offset | Net | Maximum  exposure | Offset | Net |
| The group | £m | £m | £m | £m | £m | £m |
| Loans and advances to customers held at amortised cost | 82,666 | (8,897) | 73,769 | 75,491 | (9,322) | 66,169 |
| –  personal | 19,835 | — | 19,835 | 12,923 | — | 12,923 |
| –  corporate and commercial | 46,835 | (7,942) | 38,893 | 49,943 | (8,570) | 41,373 |
| –  non-bank financial institutions | 15,996 | (955) | 15,041 | 12,625 | (752) | 11,873 |
| Loans and advances to banks at amortised cost | 14,521 | — | 14,521 | 14,371 | (6) | 14,365 |
| Other financial assets held at amortised cost | 256,736 | (4,082) | 252,654 | 272,558 | (15,283) | 257,275 |
| –  cash and balances at central banks | 119,184 | — | 119,184 | 110,618 | — | 110,618 |
| –  reverse repurchase agreements – non-trading | 53,612 | (4,082) | 49,530 | 73,494 | (15,283) | 58,211 |
| –  financial investments | 12,226 | — | 12,226 | 8,861 | — | 8,861 |
| –  assets held for sale | 21,606 | — | 21,606 | 20,368 | — | 20,368 |
| –  prepayments, accrued income and other assets | 50,108 | — | 50,108 | 59,217 | — | 59,217 |
| Derivatives | 198,172 | (195,301) | 2,871 | 174,116 | (173,718) | 398 |
| Total on-balance sheet exposure to credit risk | 552,095 | (208,280) | 343,815 | 536,536 | (198,329) | 338,207 |
| Total off-balance sheet | 150,262 | — | 150,262 | 153,695 | — | 153,695 |
| –  financial and other guarantees | 22,305 | — | 22,305 | 21,908 | — | 21,908 |
| –  loan and other credit-related commitments | 127,957 | — | 127,957 | 131,787 | — | 131,787 |
| At 31 Dec | 702,357 | (208,280) | 494,077 | 690,231 | (198,329) | 491,902 |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| The bank | £m | £m | £m | £m | £m | £m |
| Loans and advances to customers held at amortised cost | 30,916 | (8,884) | 22,032 | 32,443 | (9,310) | 23,133 |
| –  personal | 2,609 | — | 2,609 | 2,633 | — | 2,633 |
| –  corporate and commercial | 17,296 | (7,942) | 9,354 | 19,878 | (8,570) | 11,308 |
| –  non-bank financial institutions | 11,011 | (942) | 10,069 | 9,932 | (740) | 9,192 |
| Loans and advances to banks at amortised cost | 12,730 | — | 12,730 | 11,670 | — | 11,670 |
| Other financial assets held at amortised cost | 165,481 | (3,077) | 162,404 | 174,413 | (14,733) | 159,680 |
| –  cash and balances at central banks | 78,250 | — | 78,250 | 61,128 | — | 61,128 |
| –  reverse repurchase agreements – non-trading | 34,394 | (3,077) | 31,317 | 56,973 | (14,733) | 42,240 |
| –  financial investments | 14,217 | — | 14,217 | 12,029 | — | 12,029 |
| –  assets held for sale | 527 | — | 527 | 160 | — | 160 |
| –  prepayments, accrued income and other assets | 38,093 | — | 38,093 | 44,123 | — | 44,123 |
| Derivatives | 183,658 | (183,655) | 3 | 153,765 | (153,744) | 21 |
| Total on-balance sheet exposure to credit risk | 392,785 | (195,616) | 197,169 | 372,291 | (177,787) | 194,504 |
| Total off-balance sheet | 43,444 | — | 43,444 | 43,740 | — | 43,740 |
| –  financial and other guarantees | 7,914 | — | 7,914 | 8,491 | — | 8,491 |
| –  loan and other credit-related commitments | 35,530 | — | 35,530 | 35,249 | — | 35,249 |
| At 31 Dec | 436,229 | (195,616) | 240,613 | 416,031 | (177,787) | 238,244 |

|  |  |
| --- | --- |
|  |  |
| 42 | HSBC Bank plc Annual Report and Accounts  2024 |

Risk

|  |
| --- |
|  |
|  |

Concentration of exposure

We have a number of businesses with a broad range of products. We

operate in a number of markets with the majority of our exposures in

the UK and France.

For an analysis of:

– financial investments, see Note 15 on the financial statements;

– trading assets, see Note 10 on the financial statements;

– derivatives, see page [69](#i9a3bd8ce1e0443a3802b2e628b42e1b2_5873) and Note 14 on the financial statements;

and

– loans and advances by industry sector and by the location of the

principal operations of the lending subsidiary or by the location of

the lending branch, see page [65](#i6588a84d4b9649d1adb9bd6711d1ce74_2412) for wholesale lending and page [70](#i0cf47a9f0db04798be30769ffded260d_966)

for personal lending.

Credit deterioration of financial instruments

(Audited)

A summary of our current policies and practices regarding the identification,



treatment and measurement of stage 1, stage 2, stage 3 (credit impaired)

and POCI financial instruments can be found in Note 1.2(i) on the financial

statements.

Measurement uncertainty and

sensitivity analysis of ECL estimates

(Audited)

The recognition and measurement of ECL involves the use of

judgement and estimation. We form multiple economic scenarios,

apply these forecasts to credit risk models to estimate future credit

losses, and probability weight the results to determine an unbiased

ECL estimate.

Management assessed the current economic environment, reviewed

the latest forecasts and discussed key risks before selecting the

appropriate economic scenarios and their weightings.

The Central scenario is constructed to reflect the latest

macroeconomic expectations. Outer scenarios incorporate the

crystallisation of economic and geopolitical risks.

In the fourth quarter of 2024, the four economic scenarios were

modified to reflect heightened policy uncertainty following the US

election and to overcome any lags in consensus forecasts. An

adjustment factor based on more recent views on expected tariffs

and other policy changes was modelled and then applied to each of

the economic scenarios. The effect was to lower growth expectations

in our major markets, while the impact on inflation and interest rates

was varied.

Management judgemental adjustments are used where modelled

ECL does not fully reflect the identified risks and related uncertainty,

or to capture significant late-breaking events.

At 31 December 2024, there was an overall reduction in management

judgemental adjustments compared with 31 December 2023 as

modelled outcomes better reflected the key risks at 31 December

2024.

Methodology

At 31 December 2024, four scenarios were used to capture the latest

economic expectations and to articulate management’s view of the

range of risks and potential outcomes. Each scenario is updated with

the latest economic forecasts and distributional estimates every

quarter.

Three scenarios, the Upside, Central and Downside, are drawn from

consensus forecasts, market data and distributional estimates of the

entire range of economic outcomes. The fourth scenario, the

Downside 2, represents management’s view of severe downside

risks. Consensus estimates are deployed as conditioning variables in a

proprietary expansion of the scenario variables.

The Central scenario is deemed the ‘most likely’ scenario, and usually

attracts the largest probability weighting. It is created using

consensus forecasts, which is the average of a panel of external

forecasts.

The outer scenarios represent the tails of the distribution and are less

likely to occur. The consensus Upside and Downside scenarios are

created with reference to forecast probability distributions for select

markets that capture economists’ views of the entire range of

economic outcomes. In the later years of these scenarios, projections

revert to long-term consensus trend expectations. Reversion to trend

expectations is done with reference to historically observed quarterly

changes in the values of macroeconomic variables.

The fourth scenario, the Downside 2, represents management’s view

of severe downside risks. It is a globally consistent, narrative-driven

scenario that explores a more extreme economic outcome than those

captured by the consensus scenarios. In this scenario, variables do

not, by design, revert to long-term trend expectations and may

instead explore alternative states of equilibrium, where economic

variables move permanently away from past trends.

The consensus Downside and the consensus Upside scenarios are

each constructed to be consistent with a 10% probability. The

Downside 2 is calibrated to a 5% probability. The Central scenario is

assigned the remaining 75%. This weighting scheme is deemed

appropriate for the unbiased estimation of ECL in most

circumstances. However, management may depart from this

probability-based scenario weighting approach when the economic

outlook and forecasts are determined to be particularly uncertain and

risks are elevated.

For the fourth quarter of 2024, we assessed that consensus forecasts

and distributional estimates did not adequately reflect the

consequences of the US election on the global economic outlook.

Due to the lag in forecasts there was increased uncertainty as to how

tariffs would be implemented and economic policy would change. As

such, scenarios have been constructed using the described standard

methodology and an adjustment – to account for policy changes –

applied. The adjustment was based on a modelled update to the

Central scenario and incorporated a detailed narrative of US economic

policy proposals, including specific tariff rates. The modelled results

were then layered onto the Central scenario, which resulted in

changes to most variables. To quantify the impact, the adjustment

reduces GDP growth in our key markets by an average of 30bps and

50bps respectively, in the first two years of the Central scenario

forecast. Outer scenarios were adjusted in parallel.

The scenario adjustment entailed no change in scenario probability

weights, which remained in-line with our Forward Economic Guidance

('FEG') framework. Uncertainties relating to the policy outlook have

been addressed in the scenarios directly. Measures of dispersion and

uncertainty have remained low but may reflect lags in the consensus

economic forecasting process.

Scenarios produced to calculate ECL are aligned to HSBC’s top and

emerging risks.

Description of economic scenarios

The economic assumptions presented in this section have been

formed by HSBC with reference to external forecasts and estimates,

specifically for the purpose of calculating ECL.

Forecasts may change and remain subject to uncertainty. Outer

scenarios are designed to capture the potential crystallisation of key

economic and financial risks and alternative paths for economic

variables.

In our key markets, the Central scenario incorporates potential

impacts from anticipated changes to US economic and trade policy,

including higher tariffs. The overall effect of the adjustment in our key

markets is to lower GDP and raise inflation and unemployment

estimates, relative to the consensus. Consequently, GDP growth and

unemployment forecasts have deteriorated in the fourth quarter of

2024, compared with the fourth quarter of 2023. With regards to

monetary policy, the expected path for interest rates in many of our

markets is based on market futures. Interest rate expectations have

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| HSBC Bank plc Annual Report and Accounts  2024 | 43 |

increased relative to the fourth quarter of 2023, with fewer rate cuts

forecast.

At the end of 2024, risks to the economic outlook included a number

of significant geopolitical issues. Within our Downside scenarios, the

economic consequences from the crystallisation of those risks were

captured by higher commodity and goods prices, the re-acceleration

of inflation, a further rise in interest rates and a global recession.

The scenarios used to calculate ECL are described below.

The consensus Central scenario

HSBC’s Central scenario reflects expectations for slower growth and

high inflation and unemployment across many of our key markets.

Expectations of lower GDP growth during 2025 are driven by the

assumed effects of higher tariffs, which impede trade flows, weaken

consumption and deter investment. In the scenario, the US applies

tariffs on key trading partners. As a direct consequence of tariffs,

trade growth is expected to be lower, which in turn weighs on GDP

growth. Tariffs, or the threat of them, increases uncertainty, leading

to lower confidence and reduced investment.

Higher inflation is expected due to currency depreciation. The higher

projected rates of inflation ensure that central banks are expected to

slow the pace of interest rate reductions.

Global GDP is expected to grow by 2.5% in 2025 in the Central

scenario, and the average rate of global GDP growth is forecast to be

2.6% over the five-year forecast period. This is below the average

growth rate over the five-year period prior to the onset of the

pandemic of 2.9%.

The key features of our Central scenario are:

– GDP growth rates across the majority of our main markets are

expected to slow in 2025 and 2026, due to the implementation of

higher tariffs as well as underlying structural weaknesses in some

economies. The most significant slowdowns in activity are

expected to occur in the markets with the highest trade

dependence with the US. Elevated interest rates and higher price

levels are also expected to continue to weigh on some consumer

and corporate segments.

– In most markets, unemployment is forecast to rise moderately in

2025 as economic activity slows, although it will remain low by

historical standards.

– Inflation is forecast to increase in several of our main markets, as a

result of tariffs, even as services price inflation is expected to ease

as wage growth moderates. However, inflation largely remains

within central banks’ target ranges from 2025.

– Housing market conditions remain mixed, with more muted price

growth in the UK and France.

– Challenging conditions are also forecast to continue in certain

segments of the commercial property sector in a number of our

key markets. Structural changes to demand in the office segment

in particular have driven lower valuations.

– Policy interest rates in key markets are forecast to gradually

decline further in 2025. In the longer term, they are expected to

remain at a higher level than in recent years.

– The Brent crude oil price is forecast to average around $69 per

barrel over the projection period.

The Central scenario was created with forecasts available in late

November and reviewed continually until the end of December 2024.

In accordance with HSBC’s scenario framework, a probability weight

of 75% has been assigned to the Central scenario for the UK and

France.

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The following tables describe key macroeconomic variables in the consensus Central scenario.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Consensus Central scenario 2025–2029 (as at 4Q24) | | |
|  | UK | France |
| GDP (annual average growth rate, %) |  |  |
| 2025 | 1.2 | 0.9 |
| 2026 | 1.3 | 0.9 |
| 2027 | 1.8 | 1.4 |
| 2028 | 1.6 | 1.5 |
| 2029 | 1.6 | 1.4 |
| 5-year average1 | 1.5 | 1.2 |
| Unemployment rate (%) |  |  |
| 2025 | 4.9 | 7.5 |
| 2026 | 4.7 | 7.3 |
| 2027 | 4.5 | 7.2 |
| 2028 | 4.3 | 7.0 |
| 2029 | 4.3 | 7.0 |
| 5-year average1 | 4.5 | 7.2 |
| House prices (annual average growth rate, %) |  |  |
| 2025 | 1.4 | 2.1 |
| 2026 | 3.8 | 4.4 |
| 2027 | 4.6 | 4.4 |
| 2028 | 3.5 | 3.8 |
| 2029 | 2.7 | 3.1 |
| 5-year average1 | 3.2 | 3.6 |
| Inflation (annual average growth rate, %) |  |  |
| 2025 | 2.4 | 1.2 |
| 2026 | 2.1 | 1.6 |
| 2027 | 2.1 | 2.0 |
| 2028 | 2.0 | 2.3 |
| 2029 | 2.0 | 2.2 |
| 5-year average1 | 2.1 | 1.9 |
| Central bank policy rate (annual average, %) |  |  |
| 2025 | 4.2 | 2.1 |
| 2026 | 3.9 | 1.8 |
| 2027 | 3.8 | 2.0 |
| 2028 | 3.7 | 2.0 |
| 2029 | 3.7 | 2.1 |
| 5-year average1 | 3.9 | 2.0 |

1The five-year average is calculated over a projected period of 20 quarters

from 1Q25 to 4Q29.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Consensus Central scenario 2024–2028 (as at 4Q23) | | |
|  | UK | France |
| GDP (annual average growth rate, %) |  |  |
| 2024 | 0.3 | 0.8 |
| 2025 | 1.2 | 1.5 |
| 2026 | 1.7 | 1.6 |
| 2027 | 1.6 | 1.5 |
| 2028 | 1.6 | 1.5 |
| 5-year average1 | 1.3 | 1.4 |
| Unemployment rate (%) |  |  |
| 2024 | 4.7 | 7.5 |
| 2025 | 4.6 | 7.3 |
| 2026 | 4.3 | 7.0 |
| 2027 | 4.2 | 6.8 |
| 2028 | 4.2 | 6.8 |
| 5-year average1 | 4.4 | 7.1 |
| House prices (annual average growth rate, %) |  |  |
| 2024 | (5.5) | (1.0) |
| 2025 | 0.1 | 2.4 |
| 2026 | 3.5 | 4.0 |
| 2027 | 3.0 | 4.4 |
| 2028 | 3.0 | 4.0 |
| 5-year average1 | 0.8 | 2.8 |
| Inflation (annual average growth rate, %) |  |  |
| 2024 | 3.2 | 2.7 |
| 2025 | 2.2 | 1.8 |
| 2026 | 2.2 | 1.7 |
| 2027 | 2.3 | 1.9 |
| 2028 | 2.3 | 2.1 |
| 5-year average1 | 2.4 | 2.0 |
| Central bank policy rate (annual average, %) |  |  |
| 2024 | 5.0 | 3.6 |
| 2025 | 4.3 | 2.8 |
| 2026 | 3.9 | 2.6 |
| 2027 | 3.8 | 2.6 |
| 2028 | 3.7 | 2.7 |
| 5-year average1 | 4.1 | 2.9 |

1The five-year average is calculated over a projected period of 20 quarters

from 1Q24 to 4Q28.

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| HSBC Bank plc Annual Report and Accounts  2024 | 45 |

The graphs compare the Central scenario at the year end 2023 with

economic expectations at the end of 2024.

GDP growth: Comparison of Central scenarios

UK





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4Q23 Central 5Y Average: 1.3%

4Q24 Central 5Y Average: 1.5%

Note: Real GDP shown as year-on-year percentage change.

France





4Q23 Central 5Y Average: 1.4%

4Q24 Central 5Y Average: 1.2%



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Note: Real GDP shown as year-on-year percentage change.

The consensus Upside scenario

Compared with the Central scenario, the consensus Upside scenario

features stronger economic activity in the near term, before

converging to long-run trend expectations. It also incorporates a faster

fall in the rate of inflation than in the Central scenario.

The scenario is consistent with a number of key upside risk themes.

These include only limited increases in tariffs and a faster fall in the

rate of inflation that allows central banks to reduce interest rates

more quickly. The Upside scenario would also be consistent with a

de-escalation in geopolitical tensions, where the Russia-Ukraine war

moves quickly towards a conclusion, tensions in the Middle East

subside and there is an improvement in the US-China relations

become more cordial.

The following tables describe key macroeconomic variables in the

consensus Upside scenario.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Consensus Upside scenario 2025-2029 (as at 4Q24) | | | | |
|  | UK | | France | |
| GDP level (%, start-to-peak)1 | 11.3 | (4Q29) | 8.9 | (4Q29) |
| Unemployment rate (%, min)2 | 3.5 | (3Q26) | 6.4 | (4Q26) |
| House price index (%, start-to-peak)1 | 24.2 | (4Q29) | 22.8 | (4Q29) |
| Inflation rate (YoY % change, min)3 | 1.4 | (1Q26) | 0.1 | (4Q25) |
| Central bank policy rate (%, min)2 | 3.6 | (4Q25) | 1.4 | (3Q25) |

1Cumulative change to the highest level of the series during the 20-quarter

projection.

2Lowest projected unemployment or policy interest rate in the scenario.

3Lowest projected year-on-year percentage change in inflation in the

scenario.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Consensus Upside scenario 2024-2028 (as at 4Q23) | | | | |
|  | UK | | France | |
| GDP level (%, start-to-peak)1 | 10.8 | (4Q28) | 10.4 | (4Q28) |
| Unemployment rate (%, min)2 | 3.1 | (4Q24) | 6.2 | (4Q25) |
| House price index (%, start-to-peak)1 | 13.0 | (4Q28) | 19.6 | (4Q28) |
| Inflation rate (YoY % change, min)3 | 1.3 | (2Q25) | 1.5 | (3Q24) |
| Central bank policy rate (%, min)2 | 3.7 | (3Q28) | 2.6 | (2Q26) |

1Cumulative change to the highest level of the series during the 20-quarter

projection.

2Lowest projected unemployment or policy interest rate in the scenario.

3Lowest projected year-on-year percentage change in inflation in the

scenario.

Downside scenarios

Downside scenarios explore the intensification and crystallisation of a

number of key economic and financial risks. These include a more

material escalation of tariff policies and geopolitical tensions, which

disrupt key commodity and goods markets, causing inflation and

interest rates to rise, and creating a global recession.

As the geopolitical environment remains volatile and complex, risks

include:

– an increase in protectionist policies, as countries that impose

tariffs are met with retaliatory actions. This lowers investment,

complicates international supply chains, and impedes trade flows;

– broader and more prolonged conflicts in the Middle East and

between Russia and Ukraine, which further disrupt energy and

food supplies; and

– continued differences between the US and China, which could

affect economic confidence, and the global goods trade and supply

chains for critical technologies.

High inflation and higher interest rates also remain key risks. Should

tariffs increase significantly and geopolitical tensions escalate, energy

and food prices could rise and increase pressure on household

budgets and firms’ costs. Higher inflation and labour supply shortages

could also trigger a wage-price spiral and put sustained pressure on

household incomes and corporate margins. In turn, it raises the risk

that central banks react by raising interest rates, leading to higher

defaults and an economic recession.

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The consensus Downside scenario

In the consensus Downside scenario, economic activity is weaker

compared with the Central scenario. In this scenario, GDP declines,

unemployment rates rise, and asset prices fall. The scenario features

an increase in tariffs over and above those assumed in the Central

scenario and an escalation of geopolitical tensions, which causes a

rise in inflation, as supply chain constraints intensify, and energy

prices rise. The scenario also features a temporary increase in interest

rates above the Central scenario, before the effects of weaker

consumption demand begin to dominate and commodity prices and

inflation fall again.

The following tables describe key macroeconomic variables in the

consensus Downside scenario.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Consensus Downside scenario 2025-2029 (as at 4Q24) | | | | |
|  | UK | | France | |
| GDP level (%, start-to-trough)1 | (1.0) | (4Q26) | (0.6) | (1Q26) |
| Unemployment rate (%, max)2 | 6.1 | (4Q25) | 8.3 | (3Q25) |
| House price index (%, start-to-trough)1 | (4.5) | (1Q26) | (0.3) | (1Q25) |
| Inflation rate (YoY % change, max)3 | 3.4 | (4Q25) | 2.6 | (3Q25) |
| Central bank policy rate (%, max)2 | 5.0 | (1Q25) | 3.2 | (1Q25) |

1Cumulative change to the lowest level of the series during the 20-quarter

projection.

2The highest projected unemployment or policy interest rate in the scenario.

3The highest projected year-on-year percentage change in inflation in the

scenario.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Consensus Downside scenario 2024-2028 (as at 4Q23) | | | | |
|  | UK | | France | |
| GDP level (%, start-to-trough)1 | (1.0) | (2Q25) | (0.3) | (2Q24) |
| Unemployment rate (%, max)2 | 6.4 | (1Q25) | 8.5 | (4Q24) |
| House price index (%, start-to-trough)1 | (12.0) | (2Q25) | (1.2) | (3Q24) |
| Inflation rate (YoY % change, max)3 | 4.1 | (1Q24) | 3.8 | (2Q24) |
| Central bank policy rate (%, max)2 | 5.7 | (1Q24) | 4.2 | (1Q24) |

1Cumulative change to the lowest level of the series during the 20-quarter

projection.

2The highest projected unemployment or policy interest rate in the scenario.

3The highest projected year-on-year percentage change in inflation in the

scenario.

Downside 2 scenario

The Downside 2 scenario features a deep global recession and

reflects management’s view of the tail of the economic distribution. It

incorporates the crystallisation of a number of risks simultaneously,

including significant increases in tariffs globally. A further escalation of

geopolitical crises is also assumed, which creates severe supply

disruptions to goods and energy markets.

In the scenario, as inflation surges and central banks tighten monetary

policy further, consumer and business confidence falls. However, this

impulse is assumed to be short-lived, as recession takes hold, causing

a fall in demand, leading commodity prices to correct sharply and

global price inflation to fall.

The following tables describe key macroeconomic variables in the

Downside 2 scenario.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Downside 2 scenario 2025-2029 (as at 4Q24) | | | | |
|  | UK | | France | |
| GDP level (%, start-to-trough)1 | (9.1) | (2Q26) | (7.9) | (2Q26) |
| Unemployment rate (%, max)2 | 8.4 | (2Q26) | 10.4 | (1Q27) |
| House price index (%, start-to-trough)1 | (27.2) | (4Q26) | (14.0) | (2Q27) |
| Inflation rate (YoY % change, max)3 | 10.1 | (2Q25) | 7.6 | (2Q25) |
| Central bank policy rate (%, max)2 | 5.5 | (1Q25) | 4.2 | (1Q25) |

1Cumulative change to the lowest level of the series during the 20-quarter

projection.

2 The highest projected unemployment or policy interest rate in the scenario.

3 The highest projected year-on-year percentage change in inflation in the

scenario.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Downside 2 scenario 2024-2028 (as at 4Q23) | | | | |
|  | UK | | France | |
| GDP level (%, start-to-trough)1 | (8.8) | (2Q25) | (6.6) | (1Q25) |
| Unemployment rate (%, max)2 | 8.4 | (2Q25) | 10.2 | (4Q25) |
| House price index (%, start-to-trough)1 | (30.2) | (4Q25) | (14.5) | (2Q26) |
| Inflation rate (YoY % change, max)3 | 10.1 | (2Q24) | 8.6 | (2Q24) |
| Central bank policy rate (%, max)2 | 6.0 | (1Q24) | 5.2 | (1Q24) |

1Cumulative change to the lowest level of the series during the 20-quarter

projection.

2 The highest projected unemployment or policy interest rate in the scenario.

3 The highest projected year-on-year percentage change in inflation in the

scenario.

The following graphs show the historical and forecasted GDP growth

rate for the various economic scenarios in the UK and France.

UK





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France





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Scenario weighting

Scenario weightings are calibrated to probabilities that are determined

with reference to consensus probability distributions. Management

may then choose to vary weights if they assess that the calibration

lags more recent events or does not reflect their view of the

distribution of economic and geopolitical risk. Management’s view of

the scenarios and the probability distribution takes into consideration

the relationship of the consensus scenario to both internal and

external assessments of risk.

In assessing the economic environment and the level of risk and

uncertainty, management has considered both global and country-

specific factors.

In the fourth quarter of 2024, key considerations around uncertainty

focused on:

– US import tariffs and bilateral tariff escalations globally, and the

impact to trade and manufacturing supply chains;

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| HSBC Bank plc Annual Report and Accounts  2024 | 47 |

– the implications of changes to monetary policy expectations on

growth and employment;

– estimation and forecast uncertainty for UK unemployment given

ongoing methodology updates at the Office for National Statistics;

and

– risks of an asset price correction given elevated valuations across

different asset classes.

Although these factors are significant, management assessed that

following the tariff-based adjustment, the Central scenario reflected

the most likely future economic outcome and that outer scenarios

were sufficiently well calibrated to address the crystallisation of more

severe risks.

This led management to assign scenario probabilities that are aligned

to the standard scenario probability calibration framework in all major

markets. The Central scenario was assigned a 75% probability

weighting. The consensus Upside scenario was assigned a 10%

weighting, and the consensus Downside scenario was given 10%.

The Downside 2 was assigned a 5% weighting.

In the UK, tariffs have a small direct impact on GDP growth forecasts

in the Central scenario, but indirect effects would be larger through

weaker trade and lower global growth. The outlook also remains weak

given the only partially offsetting impacts from measures announced

in the 2024-2025 Budget and higher US interest rates.

In France, recent domestic political uncertainty is the main factor

weighing on reduced growth prospects, and as with other European

markets, there are also assumed to be negative impacts stemming

from higher US tariffs.

The following tables describe the probabilities assigned in each

scenario.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Scenario weightings, % | | | |
|  | Standard weights | UK | France |
| 4Q24 |  |  |  |
| Upside scenario | 10 | 10 | 10 |
| Central scenario | 75 | 75 | 75 |
| Downside scenario | 10 | 10 | 10 |
| Downside 2 scenario | 5 | 5 | 5 |
|  |  |  |  |
| 4Q23 |  |  |  |
| Upside scenario | 10 | 10 | 10 |
| Central scenario | 75 | 75 | 75 |
| Downside scenario | 10 | 10 | 10 |
| Downside 2 scenario | 5 | 5 | 5 |

At 31 December 2024, the consensus Upside and Central scenarios

for all markets had a combined weighting of 85%, unchanged as at

31 December 2023. Weightings assigned to downside scenarios also

remained unchanged.

Critical estimates and judgements

The calculation of ECL under IFRS 9 involved significant judgements,

assumptions and estimates at 31 December 2024. These included:

– the selection and configuration of economic scenarios, given the

constant change in economic conditions and distribution of

economic risks; and

– estimating the economic effects of those scenarios on ECL, where

similar observable historical conditions cannot be captured by the

credit risk models.

How economic scenarios are reflected in ECL

calculations

Models are used to reflect economic scenarios in ECL estimates. As

described above, modelled assumptions and linkages based on

historical information could not alone produce relevant information

under the conditions experienced in 2024, and management

judgemental adjustments were still required to support modelled

outcomes.

We have developed globally consistent methodologies for the

application of forward economic guidance into the calculation of ECL

for wholesale and retail credit risk. These standard approaches are

described below, followed by the management judgemental

adjustments made, including those to reflect the circumstances

experienced in 2024.

For our wholesale portfolios, a global methodology is used for the

estimation of the term structure of PD and loss given default (‘LGD’).

For PDs, we consider the correlation of forward economic guidance to

default rates for a particular industry in a country. For LGD

calculations, we consider the correlation of forward economic

guidance to collateral values and realisation rates for a particular

country and industry. PDs and LGDs are estimated for the entire term

structure of each instrument.

For impaired loans, allowance for ECL estimates are derived based on

discounted cash flow (‘DCF’) calculations for internal forward-looking

scenarios specific to individual borrower circumstances (see page

131). Probability-weighted outcomes are applied, and depending on

materiality and status of the borrower, the number of scenarios

considered will change. Where relevant for the case being assessed,

forward economic guidance is incorporated as part of these scenarios.

LGD-driven proxy and modelled estimates are used for certain less

material cases.

For our retail portfolios, the models are predominantly based on

historical observations and correlations with default rates and

collateral values.

For PD, the impact of economic scenarios is modelled for each

portfolio, using historical relationships between default rates and

macroeconomic variables. These are included within IFRS 9 ECL

estimates using either economic response models or models that

contain internal, external and macroeconomic variables. The

macroeconomic impact on PD is modelled over the period equal to

the remaining maturity of the assets.

For LGD, the impact is modelled for mortgage portfolios by

forecasting future loan-to-value profiles for the remaining maturity of

the asset, using national level house price index forecasts and

applying the corresponding LGD expectation relative to the updated

forecast collateral values.

For unsecured retail portfolios historically observed recovery rates are

leveraged to measure loss. For both mortgages and unsecured, a

limited number of portfolios utilise a macroeconomic dependent

stressed LGD applied to the Downside 2 scenario.

Management judgemental adjustments

In the context of IFRS 9, management judgemental adjustments are

typically short-term increases or decreases to the modelled allowance

for ECL at either a customer, segment or portfolio level where

management believes allowances do not sufficiently reflect the credit

risk/expected credit losses at the reporting date. These can relate to

risks or uncertainties that are not reflected in the models and/or to

any late-breaking events with significant uncertainty, subject to

management review and challenge.

This includes refining model inputs and outputs and using

adjustments to ECL based on management judgement and

quantitative analysis for impacts that are difficult to model.

The effects of management judgemental adjustments are considered

for both balances and allowance for ECL when determining whether

or not a significant increase in credit risk has occurred and are

allocated to a stage where appropriate. This is in accordance with the

internal adjustments framework.

Management judgemental adjustments are reviewed under the

governance process for IFRS 9 (as detailed in the section ‘Credit risk

management’ on page [31](#id76d207e25384ec6a77c7adccae9d91c_8158)). Review and challenge focuses on the

rationale and quantum of the adjustments with a further review

carried out by the second line of defence where significant. For some

management judgemental adjustments, internal frameworks establish

the conditions under which these adjustments should no longer be

required and as such are considered as part of the governance

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process. This internal governance process allows management

judgemental adjustments to be reviewed regularly and, where

possible, to reduce the reliance on these through model recalibration

or redevelopment, as appropriate.

The drivers of management judgemental adjustments continue to

evolve with the economic environment and as new risks emerge.

In addition to management judgemental adjustments there are also

'Other adjustments', which are made to address process limitations

and data/model deficiencies and can also include, where appropriate,

the impact of new models where governance has sufficiently

progressed to allow an accurate estimate of ECL allowance to be

incorporated into the total reported ECL.

'Management judgemental adjustments' and 'Other adjustments'

constitute the total value of adjustments to modelled allowance for

ECL. For the wholesale portfolio, defaulted exposures are assessed

individually, and management judgemental adjustments are made

only to the performing portfolio.

Management judgemental adjustments made in estimating the

scenario-weighted reported allowance for ECL at 31 December 2024

are set out in the following table.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Management judgemental adjustments to ECL at 31 December  20241 | | | |
|  | Retail | Wholesale2 | Total |
|  | £m | £m | £m |
| Modelled ECL (A)3 | 125 | 154 | 279 |
| Banks, sovereigns, government  entities and low-risk counterparties | — | — | — |
| Corporate lending adjustments | — | 25 | 25 |
| Inflation related adjustments | — | — | — |
| Other credit judgements | 9 | (13) | (4) |
| Total management judgemental  adjustments (B)4 | 9 | 12 | 21 |
| Other adjustments (C)5 | (15) | — | (15) |
| Final ECL (A+B+C)6 | 119 | 166 | 285 |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Management judgemental adjustments to ECL at 31 December  20231,7 | | | |
|  | Retail | Wholesale2 | Total |
|  | £m | £m | £m |
| Modelled ECL (A)3 | 173 | 246 | 419 |
| Banks, sovereigns, government  entities and low-risk counterparties | — | — | — |
| Corporate lending adjustments | — | 10 | 10 |
| Inflation related adjustments | 8 | — | 8 |
| Other credit judgements | 9 | (63) | (54) |
| Total management judgemental  adjustments (B)4 | 17 | (53) | (36) |
| Other adjustments (C)5 | (14) | — | (14) |
| Final ECL (A+B+C)6 | 176 | 193 | 369 |

1Management judgemental adjustments presented in the table reflect

increases or (decreases) to allowance for ECL, respectively.

2The wholesale portfolio corresponds to adjustments to the performing

portfolio (stage 1 and stage 2).

3(A) refers to probability-weighted allowance for ECL before any adjustments

are applied.

4(B) refers to adjustments that are applied where management believes

allowance for ECL does not sufficiently reflect the credit risk/expected credit

loses of any given portfolio at the reporting date. These can relate to risks or

uncertainties that are not reflected in the model and/or to any late-breaking

events.

5(C) refers to adjustments to allowance for ECL made to address process

limitations and data/model deficiencies and can also include, where

appropriate, the impact of new models where governance has sufficiently

progressed to allow an accurate estimate of ECL allowance to be

incorporated into the total reported ECL.

6As presented within our internal credit risk governance (see page [31](#ifb90f242783f43ed8bf41b2a844d1d12_8173)).

731 December 2023 includes the retail banking operations in France.

Management judgemental adjustments at 31 December 2024 were

an increase to allowance for ECL of £21m (31 December 2023: £36m

decrease).

At 31 December 2024, wholesale management judgemental

adjustments were an increase to allowance for ECL of £12m

(31 December 2023: £53m decrease). Corporate lending adjustments

were made to reflect heightened uncertainty to exposures in

automotive and industrial sectors in Germany. Other credit

judgements were due to reduction in BAU adjustments as a result of

modelled outcomes better reflecting the key risks at 31 December

2024.

At 31 December 2024, retail management judgemental adjustments

were an immaterial increase to allowance for ECL £9m (31 December

2023: £17m increase). Other adjustments are £15m decrease to

allowance for ECL as of 31 December 2024 (31 December 2023:

£14m decrease). These adjustments are due to model limitations and

country-specific risks related to future macroeconomic conditions not

fully captured by the modelled output.

Economic scenarios sensitivity analysis of

ECL estimates

Management considered the sensitivity of the ECL outcome against

the economic forecasts as part of the ECL governance process by

recalculating the allowance for ECL under each scenario described

above for selected portfolios, applying a 100% weighting to each

scenario in turn. The weighting is reflected in both the determination

of a significant increase in credit risk and the measurement of the

resulting allowances.

The allowance for ECL calculated for the Upside and Downside

scenarios should not be taken to represent the upper and lower limits

of possible ECL outcomes. The impact of defaults that might occur in

the future under different economic scenarios is captured by

recalculating allowances for loans at the balance sheet date.

There is a particularly high degree of estimation uncertainty in

numbers representing tail risk scenarios when assigned a 100%

weighting.

For wholesale credit risk exposures, the sensitivity analysis excludes

allowance for ECL and financial instruments related to defaulted

(stage 3) obligors. The measurement of stage 3 ECL is relatively more

sensitive to credit factors specific to the obligor than future economic

scenarios, and therefore the effects of macroeconomic factors are not

necessarily the key consideration when performing individual

assessment of allowances for obligors in default. Loans to defaulted

obligors are a small portion of the overall wholesale lending exposure,

even if representing the majority of the allowance for ECL. Due to the

range and specificity of the credit factors to which the ECL is

sensitive, it is not possible to provide a meaningful alternative

sensitivity analysis for a consistent set of risks across all defaulted

obligors.

For retail mortgage exposures the sensitivity analysis includes

allowance for ECL for defaulted obligors of loans and advances. This

is because the retail ECL for secured mortgage portfolios, including

loans in all stages, is sensitive to macroeconomic variables.

Wholesale and retail sensitivity

The wholesale and retail sensitivity tables present the 100%

weighted results. These exclude portfolios held by the insurance

business and small portfolios, and as such cannot be directly

compared with personal and wholesale lending presented in other

credit risk tables. In both the wholesale and retail analysis, the

comparative period results for Downside 2 scenarios are also not

directly comparable with the current period, because they reflect

different risks relative to the consensus scenarios for the period end.

The wholesale and retail sensitivity analysis are stated inclusive of

management judgmental adjustments, as appropriate to each

scenario.

For both retail and wholesale portfolios, the gross carrying amount of

financial instruments are the same under each scenario. For

exposures with similar risk profile and product characteristics, the

sensitivity impact is therefore largely the result of changes in

macroeconomic assumptions.

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts  2024 | 49 |

Wholesale analysis

|  |  |  |
| --- | --- | --- |
|  |  |  |
| IFRS 9 ECL sensitivity to future economic conditions1,2,3 | | |
|  | UK | France |
|  | £m | £m |
| At 31 December 2024 |  |  |
| Reported allowance for ECL | 39 | 64 |
| Consensus Central scenario allowance for ECL | 35 | 63 |
| Consensus Upside scenario allowance for ECL | 24 | 55 |
| Consensus Downside scenario allowance for ECL | 49 | 76 |
| Downside 2 scenario allowance for ECL | 284 | 99 |
| Reported gross carrying amount | 139,207 | 145,484 |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| IFRS 9 ECL sensitivity to future economic conditions | | |
|  | UK | France |
|  | £m | £m |
| At 31 December 2023 |  |  |
| Reported allowance for ECL | 67 | 78 |
| Consensus Central scenario allowance for ECL | 55 | 81 |
| Consensus Upside scenario allowance for ECL | 38 | 72 |
| Consensus Downside scenario allowance for ECL | 87 | 99 |
| Downside 2 scenario allowance for ECL | 276 | 112 |
| Reported gross carrying amount | 144,215 | 142,389 |

1Allowance for ECL sensitivity includes off-balance sheet financial

instruments. These are subject to significant measurement uncertainty.

2Includes low credit-risk financial instruments such as debt instruments at

FVOCI, which have high carrying amounts but low ECL under all the above

scenarios.

3Excludes defaulted obligors. For a detailed breakdown of performing and

non-performing wholesale portfolio exposures, see page [65](#i6588a84d4b9649d1adb9bd6711d1ce74_2412).

Retail analysis

|  |  |  |
| --- | --- | --- |
|  |  |  |
| IFRS 9 ECL sensitivity to future economic conditions1 | | |
|  | UK | France |
|  | £m | £m |
| At 31 December 2024 |  |  |
| Reported allowance for ECL | 2 | — |
| Consensus Central scenario allowance for ECL | 2 | — |
| Consensus Upside scenario allowance for ECL | 2 | — |
| Consensus Downside scenario allowance for ECL | 2 | — |
| Downside 2 scenario allowance for ECL | 4 | — |
| Reported gross carrying amount | 1,979 | — |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| IFRS 9 ECL sensitivity to future economic conditions1 | | |
|  | UK | France2 |
|  | £m | £m |
| At 31 December 2023 |  |  |
| Reported allowance for ECL | 2 | 74 |
| Consensus Central scenario allowance for ECL | 2 | 74 |
| Consensus Upside scenario allowance for ECL | 2 | 72 |
| Consensus Downside scenario allowance for ECL | 3 | 75 |
| Downside 2 scenario allowance for ECL | 4 | 78 |
| Reported gross carrying amount | 1,925 | 17,187 |

1Allowance for ECL sensitivities exclude portfolios utilising less complex

modelling approaches.

2Included balances and allowance for ECL which have been reclassified from

‘loans and advances to customers’ to ‘assets held for sale’ in the balance

sheet at 31 December 2023. This also included any balances and allowance

for ECL which continue to be reported as personal lending in ‘loans and

advances to customers’ that are in accordance with the basis of inclusion

for retail sensitivity analysis. Disposal of our Retail banking operations in

France completed on 1 January 2024.

|  |
| --- |
|  |
|  |

Reconciliation of changes in gross carrying/nominal amount and allowances

for loans and advances to banks and customers including loan commitments

and financial guarantees

The following disclosure provides a reconciliation by stage of the

group’s gross carrying/nominal amount and allowances for loans and

advances to banks and customers, including loan commitments and

financial guarantees.

In addition, a reconciliation by stage of the group’s gross carrying

amount and allowances for loans and advances to banks and

customers and a reconciliation by stage of the group’s nominal

amount and allowances for loan commitments and financial

guarantees were included in this section following the adoption of the

recommendations of the Disclosures on Expected Credit Losses

('DECL') Taskforce's third report.

Movements are calculated on a quarterly basis and therefore fully

capture stage movements between quarters. If movements were

calculated on a year-to-date basis they would only reflect the opening

and closing position of the financial instrument.

The transfers of financial instruments represent the impact of stage

transfers upon the gross carrying/nominal amount and associated

allowance for ECL. The net remeasurement of ECL arising from

transfer of stage represents the increase or decrease due to these

transfers, for example, moving from a 12-month (stage 1) to a lifetime

(stage 2) ECL measurement basis. Net remeasurement excludes the

underlying customer risk rating (‘CRR’)/PD movements of the financial

instruments transferring stage. This is captured, along with other

credit quality movements in the ‘changes in risk parameters – credit

quality’ line item.

Changes in 'Net new and further lending/repayments' represents the

impact from volume movements within the group’s lending portfolio

and includes ‘New financial assets originated or purchased’, ‘assets

derecognised (including final repayments)’ and ‘changes to risk

parameters – further lending/repayment’.

|  |  |
| --- | --- |
|  |  |
| 50 | HSBC Bank plc Annual Report and Accounts  2024 |

Risk

|  |
| --- |
|  |
|  |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Reconciliation of changes in gross carrying/nominal amount and allowances for loans and advances to banks and customers including loan  commitments and financial guarantees1 | | | | | | | | | | |
| (Audited) | | | | | | | | | | |
|  | Non-credit impaired | | | | Credit impaired | | | |  | |
|  | Stage 1 | | Stage 2 | | Stage 3 | | POCI | | Total | |
|  | Gross  carrying/  nominal  amount | Allowance  for ECL | Gross  carrying/  nominal  amount | Allowance  for ECL | Gross  carrying/  nominal  amount | Allowance  for ECL | Gross  carrying/  nominal  amount | Allowance  for ECL | Gross  carrying/  nominal  amount | Allowance  for ECL |
| The group | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| At 1 Jan 2024 | 162,228 | (91) | 15,445 | (147) | 2,556 | (903) | 35 | (6) | 180,264 | (1,147) |
| Transfers of financial  instruments | 2,460 | (42) | (3,223) | 47 | 763 | (5) | — | — | — | — |
| –  transfers from stage 1 to  stage 2 | (7,440) | 8 | 7,440 | (8) | — | — | — | — | — | — |
| –  transfers from stage 2 to  stage 1 | 10,182 | (48) | (10,182) | 48 | — | — | — | — | — | — |
| –  transfers to stage 3 | (390) | 1 | (649) | 13 | 1,039 | (14) | — | — | — | — |
| –  transfers from stage 3 | 108 | (3) | 168 | (6) | (276) | 9 | — | — | — | — |
| Net remeasurement of ECL  arising from transfer of stage | — | 29 | — | (22) | — | — | — | — | — | 7 |
| Net new and further lending/  repayments | 10,816 | 7 | (1,409) | 3 | (635) | 322 | 6 | (7) | 8,778 | 325 |
| Changes to risk parameters  – credit quality | — | 23 | — | (31) | — | (504) | — | (5) | — | (517) |
| Changes to models used for  ECL calculation | — | (1) | — | 17 | — | — | — | — | — | 16 |
| Assets written off | — | — | — | — | (257) | 255 | — | — | (257) | 255 |
| Credit-related modifications  that resulted in derecognition | — | — | — | — | — | — | — | — | — | — |
| Foreign exchange | (4,916) | 2 | (345) | 2 | (83) | 24 | — | — | (5,344) | 28 |
| Others2 | 6,588 | (1) | 26 | (2) | (42) | 117 | — | — | 6,572 | 114 |
| At 31 Dec 2024 | 177,176 | (74) | 10,494 | (133) | 2,302 | (694) | 41 | (18) | 190,013 | (919) |
| ECL income statement  change for the period |  | 58 |  | (33) |  | (182) |  | (12) |  | (169) |
| Recoveries |  |  |  |  |  |  |  |  |  | 2 |
| Others |  |  |  |  |  |  |  |  |  | 13 |
| Total ECL income  statement change for  the period |  |  |  |  |  |  |  |  |  | (154) |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Reconciliation of changes in gross carrying/nominal amount and allowances for loans and advances to banks and customers including  loan commitments and financial guarantees 1 (continued) | | | |
| (Audited) | | | |
|  | At 31 Dec 2024 | | 12 months  ended  31 Dec 2024 |
|  | Gross carrying/  nominal amount | Allowance for  ECL | ECL charge |
|  | £m | £m | £m |
| As above | 190,013 | (919) | (154) |
| Other financial assets measured at amortised cost | 237,475 | (6) | (6) |
| Non-trading reverse purchase agreement commitments | 32,675 | — | — |
| Performance and other guarantees not considered for IFRS 9 |  |  | (2) |
| Summary of financial instruments to which the impairment requirements in IFRS 9 are  applied/Summary consolidated income statement | 460,163 | (925) | (162) |
| Debt instruments measured at FVOCI | 46,649 | (22) | (1) |
| Total allowance for ECL/total income statement ECL change for the period | N/A | (947) | (163) |

1Excludes performance guarantee contracts to which the impairment requirements in IFRS 9 are not applied.

2Includes the period on period movement in exposures relating to other HSBC Group companies. As at 31 December 2024, these amounted to £(0.77)bn and

were classified as stage 1 with no ECL.

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts  2024 | 51 |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Reconciliation of changes in gross carrying/nominal amount and allowances for loans and advances to banks and customers including  loan commitments and financial guarantees1 (continued) | | | | | | | | | | |
| (Audited) | | | | | | | | | | |
|  | Non credit – impaired | | | | Credit – impaired | | | |  | |
|  | Stage 1 | | Stage 2 | | Stage 3 | | POCI | | Total | |
|  | Gross  carrying/  nominal  amount | Allowance  for ECL | Gross  carrying/  nominal  amount | Allowance  for ECL | Gross  carrying/  nominal  amount | Allowance  for ECL | Gross  carrying/  nominal  amount | Allowance  for ECL | Gross  carrying/  nominal  amount | Allowance  for ECL |
| The group | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| At 1 Jan 2023 | 168,371 | (71) | 18,059 | (200) | 2,536 | (962) | 3 | — | 188,969 | (1,233) |
| Transfers of financial  instruments: | 690 | (56) | (1,336) | 89 | 646 | (33) | — | — | — | — |
| –  transfers from stage 1 to  stage 2 | (14,106) | 11 | 14,106 | (11) | — | — | — | — | — | — |
| –  transfers from stage 2 to  stage 1 | 15,023 | (66) | (15,023) | 66 | — | — | — | — | — | — |
| –  transfers to stage 3 | (247) | — | (551) | 39 | 798 | (39) | — | — | — | — |
| –  transfers from stage 3 | 20 | (1) | 132 | (5) | (152) | 6 | — | — | — | — |
| Net remeasurement of ECL  arising from transfer of stage | — | 48 | — | (26) | — | — | — | — | — | 22 |
| Net new and further lending/  repayments | 4,626 | (1) | (1,916) | 22 | (442) | 125 | 33 | — | 2,301 | 146 |
| Changes to risk parameters –  credit quality | — | (1) | — | (28) | — | (305) | — | (6) | — | (340) |
| Changes to model used for  ECL calculation | — | (3) | — | 18 | — | — | — | — | — | 15 |
| Assets written off | — | — | — | — | (248) | 246 | — | — | (248) | 246 |
| Credit related modifications  that resulted in derecognition | — | — | — | — | (94) | 75 | — | — | (94) | 75 |
| Foreign exchange | (2,398) | 2 | (231) | 2 | (49) | 17 | — | — | (2,678) | 21 |
| Others2 | (9,061) | (9) | 869 | (24) | 207 | (66) | (1) | — | (7,986) | (99) |
| At 31 Dec 2023 | 162,228 | (91) | 15,445 | (147) | 2,556 | (903) | 35 | (6) | 180,264 | (1,147) |
| ECL income statement  change for the period |  | 43 |  | (14) |  | (180) |  | (6) |  | (157) |
| Recoveries |  |  |  |  |  |  |  |  |  | 5 |
| Others |  |  |  |  |  |  |  |  |  | (12) |
| Total ECL income  statement change for  the period |  |  |  |  |  |  |  |  |  | (164) |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Reconciliation of changes in gross carrying/nominal amount and allowances for loans and advances to banks and customers including  loan commitments and financial guarantees 1 (continued) | | | |
| (Audited) | | | |
|  | At 31 Dec 2023 | | 12 months  ended  31 Dec 2023 |
|  | Gross carrying/  nominal amount | Allowance for  ECL | ECL charge |
|  | £m | £m | £m |
| As above | 180,264 | (1,147) | (164) |
| Other financial assets measured at amortised cost | 273,728 | (70) | — |
| Non-trading reverse purchase agreement commitments | 38,704 | — | — |
| Performance and other guarantees not considered for IFRS 9 |  |  | (7) |
| Summary of financial instruments to which the impairment requirements in IFRS 9 are applied/  Summary consolidated income statement | 492,696 | (1,217) | (171) |
| Debt instruments measured at FVOCI | 37,427 | (23) | 2 |
| Total allowance for ECL/total income statement ECL change for the period | N/A | (1,240) | (169) |

1Excludes performance guarantee contracts to which the impairment requirements in IFRS 9 are not applied.

2Includes the period on period movement in exposures relating to other HSBC Group companies. As at 31 December 2023, these amounted to £(1.64)bn and

were classified as stage 1 with no ECL.

|  |  |
| --- | --- |
|  |  |
| 52 | HSBC Bank plc Annual Report and Accounts  2024 |

Risk

|  |
| --- |
|  |
|  |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Reconciliation of changes in gross carrying amount and allowances for loans and advances to banks and customers | | | | | | | | | | |
| (Audited) | | | | | | | | | | |
|  | Non-credit impaired | | | | Credit impaired | | | |  | |
|  | Stage 1 | | Stage 2 | | Stage 3 | | POCI | | Total | |
|  | Gross  carrying  amount | Allowance  for ECL | Gross  carrying  amount | Allowance  for ECL | Gross  carrying  amount | Allowance  for ECL | Gross  carrying  amount | Allowance  for ECL | Gross  carrying  amount | Allowance  for ECL |
| The group | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| At 1 Jan 2024 | 80,612 | (76) | 7,997 | (125) | 2,310 | (882) | 32 | (6) | 90,951 | (1,089) |
| Transfers of financial instruments | 579 | (33) | (1,402) | 38 | 823 | (5) | — | — | — | — |
| –  transfers from stage 1 to stage 2 | (3,332) | 7 | 3,332 | (7) | — | — | — | — | — | — |
| –  transfers from stage 2 to stage 1 | 4,244 | (38) | (4,244) | 38 | — | — | — | — | — | — |
| –  transfers to stage 3 | (365) | 1 | (571) | 13 | 936 | (14) | — | — | — | — |
| –  transfers from stage 3 | 32 | (3) | 81 | (6) | (113) | 9 | — | — | — | — |
| Net remeasurement of ECL arising  from transfer of stage | — | 22 | — | (17) | — | — | — | — | — | 5 |
| Net new and further lending/  repayments | 4,724 | 11 | (799) | 7 | (664) | 308 | 6 | (7) | 3,267 | 319 |
| Changes to risk parameters – credit  quality | — | 21 | — | (17) | — | (493) | — | (5) | — | (494) |
| Changes to models used for ECL  calculation | — | (3) | — | 6 | — | — | — | — | — | 3 |
| Assets written off | — | — | — | — | (257) | 255 | — | — | (257) | 255 |
| Credit-related modifications that  resulted in derecognition | — | — | — | — | — | — | — | — | — | — |
| Foreign exchange | (2,143) | 2 | (209) | 2 | (74) | 23 | — | — | (2,426) | 27 |
| Others1 | 6,529 | (2) | 26 | (2) | (42) | 117 | — | — | 6,513 | 113 |
| At 31 Dec 2024 | 90,301 | (58) | 5,613 | (108) | 2,096 | (677) | 38 | (18) | 98,048 | (861) |
| ECL income statement change for  the period | — | 51 | — | (21) | — | (185) | — | (12) | — | (167) |
| Recoveries |  |  |  |  |  |  |  |  |  | 2 |
| Others |  |  |  |  |  |  |  |  |  | 12 |
| Total ECL income statement  change for the period |  |  |  |  |  |  |  |  |  | (153) |

1Includes the period on period movement in exposures relating to other HSBC Group companies. As at 31 December 2024, these amounted to £(0.68)bn and

were classified as stage 1 with no ECL.

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Reconciliation of changes in gross carrying amount and allowances for loans and advances to banks and customers (continued) | | | | | | | | | | |
| (Audited) | | | | | | | | | | |
|  | Non-credit impaired | | | | Credit impaired | | | |  | |
|  | Stage 1 | | Stage 2 | | Stage 3 | | POCI | | Total | |
|  | Gross  carrying  amount | Allowance  for ECL | Gross  carrying  amount | Allowance  for ECL | Gross  carrying  amount | Allowance  for ECL | Gross  carrying  amount | Allowance  for ECL | Gross  carrying  amount | Allowance  for ECL |
| The group | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| At 1 Jan 2023 | 80,347 | (55) | 8,230 | (166) | 2,289 | (922) | 3 | — | 90,869 | (1,143) |
| Transfers of financial instruments | (98) | (42) | (500) | 78 | 598 | (36) | — | — | — | — |
| –  transfers from stage 1 to stage 2 | (7,192) | 10 | 7,192 | (10) | — | — | — | — | — | — |
| –  transfers from stage 2 to stage 1 | 7,301 | (51) | (7,301) | 51 | — | — | — | — | — | — |
| –  transfers to stage 3 | (226) | — | (465) | 39 | 691 | (39) | — | — | — | — |
| –  transfers from stage 3 | 19 | (1) | 74 | (2) | (93) | 3 | — | — | — | — |
| Net remeasurement of ECL arising  from transfer of stage | — | 36 | — | (22) | — | — | — | — | — | 14 |
| Net new and further lending/  repayments | 3,230 | (9) | (923) | 15 | (401) | 94 | 30 | — | 1,936 | 100 |
| Changes to risk parameters – credit  quality | — | 1 | — | (10) | — | (289) | — | (6) | — | (304) |
| Changes to models used for ECL  calculation | — | 2 | — | 4 | — | — | — | — | — | 6 |
| Assets written off | — | — | — | — | (248) | 246 | — | — | (248) | 246 |
| Credit-related modifications that  resulted in derecognition | — | — | — | — | (94) | 75 | — | — | (94) | 75 |
| Foreign exchange | (1,264) | 1 | (148) | 1 | (48) | 17 | — | — | (1,460) | 19 |
| Others1 | (1,603) | (10) | 1,338 | (25) | 214 | (67) | (1) | — | (52) | (102) |
| At 31 Dec 2023 | 80,612 | (76) | 7,997 | (125) | 2,310 | (882) | 32 | (6) | 90,951 | (1,089) |
| ECL income statement change for  the period | — | 30 | — | (13) | — | (195) | — | (6) | — | (184) |
| Recoveries |  |  |  |  |  |  |  |  |  | 5 |
| Others |  |  |  |  |  |  |  |  |  | (20) |
| Total ECL income  statement change for the period |  |  |  |  |  |  |  |  |  | (199) |

1Includes the period on period movement in exposures relating to other HSBC Group companies. As at 31 December 2023, these amounted to £(1.17)bn and

were classified as stage 1 with no ECL.

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts  2024 | 53 |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Reconciliation of changes in nominal amount and allowances for loan commitments and financial guarantees1 | | | | | | | | | | |
| (Audited) | | | | | | | | | | |
|  | Non-credit impaired | | | | Credit impaired | | | |  | |
|  | Stage 1 | | Stage 2 | | Stage 3 | | POCI | | Total | |
|  | Nominal  amount | Allowance  for ECL | Nominal  amount | Allowance  for ECL | Nominal  amount | Allowance  for ECL | Nominal  amount | Allowance  for ECL | Nominal  amount | Allowance  for ECL |
| The group | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| At 1 Jan 2024 | 81,616 | (15) | 7,448 | (22) | 246 | (21) | 3 | — | 89,313 | (58) |
| Transfers of financial instruments | 1,881 | (9) | (1,821) | 9 | (60) | — | — | — | — | — |
| –  transfers from stage 1 to stage 2 | (4,108) | 1 | 4,108 | (1) | — | — | — | — | — | — |
| –  transfers from stage 2 to stage 1 | 5,938 | (10) | (5,938) | 10 | — | — | — | — | — | — |
| –  transfers to stage 3 | (25) | — | (78) | — | 103 | — | — | — | — | — |
| –  transfers from stage 3 | 76 | — | 87 | — | (163) | — | — | — | — | — |
| Net remeasurement of ECL arising  from transfer of stage | — | 7 | — | (5) | — | — | — | — | — | 2 |
| Net new and further lending/  repayments | 6,092 | (4) | (610) | (4) | 29 | 14 | — | — | 5,511 | 6 |
| Changes to risk parameters – credit  quality | — | 2 | — | (14) | — | (11) | — | — | — | (23) |
| Changes to models used for ECL  calculation | — | 2 | — | 11 | — | — | — | — | — | 13 |
| Foreign exchange | (2,773) | — | (136) | — | (9) | 1 | — | — | (2,918) | 1 |
| Others2 | 59 | 1 | — | — | — | — | — | — | 59 | 1 |
| At 31 Dec 2024 | 86,875 | (16) | 4,881 | (25) | 206 | (17) | 3 | — | 91,965 | (58) |
| ECL income statement change for  the period | — | 7 | — | (12) | — | 3 | — | — | — | (2) |
| Recoveries |  |  |  |  |  |  |  |  |  | — |
| Others |  |  |  |  |  |  |  |  |  | 1 |
| Total ECL income statement  change for the period |  |  |  |  |  |  |  |  |  | (1) |

1Excludes performance guarantee contracts to which the impairment requirements in IFRS 9 are not applied.

2Includes the period on period movement in exposures relating to other HSBC Group companies. As at 31 December 2024, these amounted to £(0.10)bn and

were classified as stage 1 with no ECL.

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Reconciliation of changes in nominal amount and allowances for loan commitments and financial guarantees1 | | | | | | | | | | |
| (Audited) | | | | | | | | | | |
|  | Non-credit impaired | | | | Credit impaired | | | |  | |
|  | Stage 1 | | Stage 2 | | Stage 3 | | POCI | | Total | |
|  | Nominal  amount | Allowance  for ECL | Nominal  amount | Allowance  for ECL | Nominal  amount | Allowance  for ECL | Nominal  amount | Allowance  for ECL | Nominal  amount | Allowance  for ECL |
| The group | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| At 1 Jan 2023 | 88,024 | (16) | 9,829 | (34) | 247 | (40) | — | — | 98,100 | (90) |
| Transfers of financial instruments | 788 | (14) | (836) | 11 | 48 | 3 | — | — | — | — |
| –  transfers from stage 1 to stage 2 | (6,914) | 1 | 6,914 | (1) | — | — | — | — | — | — |
| –  transfers from stage 2 to stage 1 | 7,722 | (15) | (7,722) | 15 | — | — | — | — | — | — |
| –  transfers to stage 3 | (21) | — | (86) | — | 107 | — | — | — | — | — |
| –  transfers from stage 3 | 1 | — | 58 | (3) | (59) | 3 | — | — | — | — |
| Net remeasurement of ECL arising  from transfer of stage | — | 12 | — | (4) | — | — | — | — | — | 8 |
| Net new and further lending/  repayments | 1,396 | 8 | (993) | 7 | (41) | 31 | 3 | — | 365 | 46 |
| Changes to risk parameters – credit  quality | — | (2) | — | (18) | — | (16) | — | — | — | (36) |
| Changes to models used for ECL  calculation | — | (5) | — | 14 | — | — | — | — | — | 9 |
| Foreign exchange | (1,134) | 1 | (83) | 1 | (1) | — | — | — | (1,218) | 2 |
| Others2 | (7,458) | 1 | (469) | 1 | (7) | 1 | — | — | (7,934) | 3 |
| At 31 Dec 2023 | 81,616 | (15) | 7,448 | (22) | 246 | (21) | 3 | — | 89,313 | (58) |
| ECL income statement change for  the period | — | 13 | — | (1) | — | 15 | — | — | — | 27 |
| Recoveries |  |  |  |  |  |  |  |  |  | — |
| Others |  |  |  |  |  |  |  |  |  | 8 |
| Total ECL income statement  change for the period |  |  |  |  |  |  |  |  |  | 35 |

1Excludes performance guarantee contracts to which the impairment requirements in IFRS 9 are not applied.

2Includes the period on period movement in exposures relating to other HSBC Group companies. As at 31 December 2023, these amounted to £(0.47)bn and

were classified as stage 1 with no ECL.

|  |  |
| --- | --- |
|  |  |
| 54 | HSBC Bank plc Annual Report and Accounts  2024 |

Risk

|  |
| --- |
|  |
|  |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Reconciliation of changes in gross carrying/nominal amount and allowances for loans and advances to banks and customers including  loan commitments and financial guarantees1 | | | | | | | | | | |
| (Audited) | | | | | | | | | | |
|  | Non-credit impaired | | | | Credit impaired | | | |  | |
|  | Stage 1 | | Stage 2 | | Stage 3 | | POCI | | Total | |
|  | Gross  carrying/  nominal  amount | Allowance  for ECL | Gross  carrying/  nominal  amount | Allowance  for ECL | Gross  carrying/  nominal  amount | Allowance  for ECL | Gross  carrying/  nominal  amount | Allowance  for ECL | Gross  carrying/  nominal  amount | Allowance  for ECL |
| The bank | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| At 1 Jan 2024 | 67,478 | (23) | 7,548 | (61) | 781 | (298) | 28 | (6) | 75,835 | (388) |
| Transfers of financial  instruments | 3,097 | (17) | (3,516) | 23 | 419 | (6) | — | — | — | — |
| –  transfers from stage 1 to  stage 2 | (3,020) | 2 | 3,020 | (2) | — | — | — | — | — | — |
| –  transfers from stage 2 to  stage 1 | 6,386 | (20) | (6,386) | 20 | — | — | — | — | — | — |
| –  transfers to stage 3 | (271) | 1 | (153) | 5 | 424 | (6) | — | — | — | — |
| –  transfers from stage 3 | 2 | — | 3 | — | (5) | — | — | — | — | — |
| Net remeasurement of ECL  arising from transfer of stage | — | 13 | — | (6) | — | — | — | — | — | 7 |
| Net new and further lending/  repayments | 4,895 | (1) | (610) | 2 | (444) | 108 | 12 | (7) | 3,853 | 102 |
| Changes to risk parameters –  credit quality | — | 7 | — | (15) | — | (202) | — | (5) | — | (215) |
| Changes to models used for  ECL calculation | — | 1 | — | 21 | — | — | — | — | — | 22 |
| Assets written off | — | — | — | — | (50) | 50 | — | — | (50) | 50 |
| Credit-related modifications  that resulted in derecognition | — | — | — | — | — | — | — | — | — | — |
| Foreign exchange | (76) | 1 | (13) | — | (4) | 1 | — | — | (93) | 2 |
| Others2 | (3,118) | — | (20) | — | (21) | 3 | — | — | (3,159) | 3 |
| At 31 Dec 2024 | 72,276 | (19) | 3,389 | (36) | 681 | (344) | 40 | (18) | 76,386 | (417) |
| ECL income statement change  for the period |  | 20 |  | 2 |  | (94) |  | (12) |  | (84) |
| Recoveries |  |  |  |  |  |  |  |  |  | 1 |
| Others |  |  |  |  |  |  |  |  |  | 4 |
| Total ECL income statement  change for the period |  |  |  |  |  |  |  |  |  | (79) |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Reconciliation of changes in gross carrying/nominal amount and allowances for loans and advances to banks and customers including  loan commitments and financial guarantees1 (continued) | | | |
|  | At 31 Dec 2024 | | 12 months  ended  31 Dec 2024 |
|  | Gross carrying/  nominal  amount | Allowance for  ECL | ECL charge |
|  | £m | £m | £m |
| As above | 76,386 | (417) | (79) |
| Other financial assets measured at amortised cost | 165,387 | (3) | (6) |
| Non-trading reverse purchase agreement commitments | 3,790 | — | — |
| Performance and other guarantees not considered for IFRS 9 |  |  | 1 |
| Summary of financial instruments to which the impairment requirements in IFRS 9 are applied/  Summary consolidated income statement | 245,563 | (420) | (84) |
| Debt instruments measured at FVOCI | 19,978 | (3) | — |
| Total allowance for ECL/total income statement ECL change for the period | n/a | (423) | (84) |

1Excludes performance guarantee contracts to which the impairment requirements in IFRS 9 are not applied.

2Includes the period on period movement in exposures relating to other HSBC Group companies. As at 31 December 2024, these amounted to  £(2.58)bn and

were classified as stage 1 with no ECL.

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts  2024 | 55 |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Reconciliation of changes in gross carrying/nominal amount and allowances for loans and advances to banks and customers including  loan commitments and financial guarantees1 (continued) | | | | | | | | | | |
| (Audited) | | | | | | | | | | |
|  | Non-credit impaired | | | | Credit impaired | | | |  | |
|  | Stage 1 | | Stage 2 | | Stage 3 | | POCI | | Total | |
|  | Gross  carrying/  nominal  amount | Allowance  for ECL | Gross  carrying/  nominal  amount | Allowance  for ECL | Gross  carrying/  nominal  amount | Allowance  for ECL | Gross  carrying/  nominal  amount | Allowance  for ECL | Gross  carrying/  nominal  amount | Allowance  for ECL |
| The bank | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| 1 Jan 2023 | 78,523 | (33) | 6,099 | (73) | 1,016 | (358) | — | — | 85,638 | (464) |
| Transfers of financial  instruments: | (171) | (20) | 104 | 20 | 67 | — | — | — | — | — |
| –  transfers from stage 1 to  stage 2 | (8,257) | 5 | 8,257 | (5) | — | — | — | — | — | — |
| –  transfers from stage 2 to  stage 1 | 8,085 | (25) | (8,085) | 25 | — | — | — | — | — | — |
| –  transfers to stage 3 | (1) | — | (137) | 3 | 138 | (3) | — | — | — | — |
| –  transfers from stage 3 | 2 | — | 69 | (3) | (71) | 3 | — | — | — | — |
| Net remeasurement of ECL  arising from transfer of stage | — | 19 | — | (15) | — | — | — | — | — | 4 |
| Net new and further lending/  repayments | (5,964) | 7 | 1,247 | 24 | (178) | 54 | 28 | — | (4,867) | 85 |
| Changes to risk parameters –  credit quality | — | 3 | — | (34) | — | (107) | — | (6) | — | (144) |
| Changes to model used for  ECL calculation | — | (3) | — | 19 | — | — | — | — | — | 16 |
| Assets written off | — | — | — | — | (37) | 37 | — | — | (37) | 37 |
| Credit related modifications that  resulted in derecognition | — | — | — | — | (89) | 75 | — | — | (89) | 75 |
| Foreign exchange | (142) | 1 | (9) | — | (1) | — | — | — | (152) | 1 |
| Others2 | (4,768) | 3 | 107 | (2) | 3 | 1 | — | — | (4,658) | 2 |
| At 31 Dec 2023 | 67,478 | (23) | 7,548 | (61) | 781 | (298) | 28 | (6) | 75,835 | (388) |
| ECL income statement change  for the period |  | 26 |  | (6) |  | (53) |  | (6) |  | (39) |
| Recoveries |  |  |  |  |  |  |  |  |  | — |
| Others |  |  |  |  |  |  |  |  |  | (12) |
| Total ECL income statement  change for the period |  |  |  |  |  |  |  |  |  | (51) |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Reconciliation of changes in gross carrying/nominal amount and allowances for loans and advances to banks and customers including  loan commitments and financial guarantees1 (continued) | | | |
|  | At 31 Dec 2023 | | 12 months  ended  31 Dec 2023 |
|  | Gross carrying/  nominal  amount | Allowance for  ECL | ECL charge |
|  | £m | £m | £m |
| As above | 75,835 | (388) | (51) |
| Other financial assets measured at amortised cost | 174,304 | (3) | — |
| Non-trading reverse purchase agreement commitments | 4,540 | — | — |
| Performance and other guarantees not considered for IFRS 9 |  |  | 4 |
| Summary of financial instruments to which the impairment requirements in IFRS 9 are applied/  Summary consolidated income statement | 254,679 | (391) | (47) |
| Debt instruments measured at FVOCI | 16,307 | (5) | (2) |
| Total allowance for ECL/total income statement ECL change for the period | n/a | (396) | (49) |

1Excludes performance guarantee contracts to which the impairment requirements in IFRS 9 are not applied.

2Includes the period on period movement in exposures relating to other HSBC Group companies. As at 31 December 2023, these amounted to £(1.9)bn and were

classified as stage 1 with no ECL.

|  |  |
| --- | --- |
|  |  |
| 56 | HSBC Bank plc Annual Report and Accounts  2024 |

Risk

|  |
| --- |
|  |
|  |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Reconciliation of changes in gross carrying amount and allowances for loans and advances to banks and customers | | | | | | | | | | |
| (Audited) | | | | | | | | | | |
|  | Non-credit impaired | | | | Credit impaired | | | | Total | |
|  | Stage 1 | | Stage 2 | | Stage 3 | | POCI | |
|  | Gross  carrying  amount | Allowance  for ECL | Gross  carrying  amount | Allowance  for ECL | Gross  carrying  amount | Allowance  for ECL | Gross  carrying  amount | Allowance  for ECL | Gross  carrying  amount | Allowance  for ECL |
| The bank | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| At 1 Jan 2024 | 40,450 | (15) | 3,255 | (47) | 740 | (289) | 25 | (6) | 44,470 | (357) |
| Transfers of financial instruments | 668 | (11) | (1,065) | 17 | 397 | (6) | — | — | — | — |
| –  transfers from stage 1 to stage 2 | (1,298) | 1 | 1,298 | (1) | — | — | — | — | — | — |
| –  transfers from stage 2 to stage 1 | 2,218 | (13) | (2,218) | 13 | — | — | — | — | — | — |
| –  transfers to stage 3 | (254) | 1 | (148) | 5 | 402 | (6) | — | — | — | — |
| –  transfers from stage 3 | 2 | — | 3 | — | (5) | — | — | — | — | — |
| Net remeasurement of ECL arising  from transfer of stage | — | 8 | — | (4) | — | — | — | — | — | 4 |
| Net new and further lending/  repayments | 3,106 | 2 | (628) | 2 | (444) | 102 | 12 | (7) | 2,046 | 99 |
| Changes to risk parameters – credit  quality | — | 6 | — | (2) | — | (200) | — | (5) | — | (201) |
| Changes to models used for ECL  calculation | — | (1) | — | 10 | — | — | — | — | — | 9 |
| Assets written off | — | — | — | — | (50) | 50 | — | — | (50) | 50 |
| Credit-related modifications that  resulted in derecognition | — | — | — | — | — | — | — | — | — | — |
| Foreign exchange | (9) | — | (4) | — | (3) | 1 | — | — | (16) | 1 |
| Others1 | (2,370) | (2) | (20) | — | (21) | 4 | — | — | (2,411) | 2 |
| At 31 Dec 2024 | 41,845 | (13) | 1,538 | (24) | 619 | (338) | 37 | (18) | 44,039 | (393) |
| ECL income statement change for  the period |  | 15 |  | 6 |  | (98) |  | (12) |  | (89) |
| Recoveries |  |  |  |  |  |  |  |  |  | 1 |
| Others |  |  |  |  |  |  |  |  |  | 4 |
| Total ECL income statement  change for the period |  |  |  |  |  |  |  |  |  | (84) |

1Includes the period on period movement in exposures relating to other HSBC Group companies. As at 31 December 2024, these amounted to £(1.83)bn and

were classified as stage 1 with no ECL.

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Reconciliation of changes in gross carrying amount and allowances for loans and advances to banks and customers | | | | | | | | | | |
| (Audited) | | | | | | | | | | |
|  | Non-credit impaired | | | | Credit impaired | | | | Total | |
|  | Stage 1 | | Stage 2 | | Stage 3 | | POCI | |
|  | Gross  carrying  amount | Allowance  for ECL | Gross  carrying  amount | Allowance  for ECL | Gross  carrying  amount | Allowance  for ECL | Gross  carrying  amount | Allowance  for ECL | Gross  carrying  amount | Allowance  for ECL |
| The bank | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| At 1 Jan 2023 | 48,219 | (23) | 2,741 | (57) | 941 | (340) | — | — | 51,901 | (420) |
| Transfers of financial instruments | 280 | (9) | (396) | 11 | 116 | (2) | — | — | — | — |
| –  transfers from stage 1 to stage 2 | (3,380) | 4 | 3,380 | (4) | — | — | — | — | — | — |
| –  transfers from stage 2 to stage 1 | 3,659 | (13) | (3,659) | 13 | — | — | — | — | — | — |
| –  transfers to stage 3 | (1) | — | (135) | 2 | 136 | (2) | — | — | — | — |
| –  transfers from stage 3 | 2 | — | 18 | — | (20) | — | — | — | — | — |
| Net remeasurement of ECL arising  from transfer of stage | — | 10 | — | (12) | — | — | — | — | — | (2) |
| Net new and further lending/  repayments | (4,431) | 1 | 810 | 24 | (192) | 51 | 25 | — | (3,788) | 76 |
| Changes to risk parameters – credit  quality | — | 1 | — | (18) | — | (110) | — | (6) | — | (133) |
| Changes to models used for ECL  calculation | — | 2 | — | 5 | — | — | — | — | — | 7 |
| Assets written off | — | — | — | — | (37) | 37 | — | — | (37) | 37 |
| Credit-related modifications that  resulted in derecognition | — | — | — | — | (89) | 75 | — | — | (89) | 75 |
| Foreign exchange | (172) | 1 | (7) | — | (3) | — | — | — | (182) | 1 |
| Others1 | (3,446) | 2 | 107 | — | 4 | — | — | — | (3,335) | 2 |
| At 31 Dec 2023 | 40,450 | (15) | 3,255 | (47) | 740 | (289) | 25 | (6) | 44,470 | (357) |
| ECL income statement change for the  period |  | 14 |  | (1) |  | (59) |  | (6) |  | (52) |
| Recoveries |  |  |  |  |  |  |  |  |  | — |
| Others |  |  |  |  |  |  |  |  |  | (12) |
| Total ECL income statement  change for the period |  |  |  |  |  |  |  |  |  | (64) |

1Includes the period on period movement in exposures relating to other HSBC Group companies. As at 31 December 2023, these amounted to £(2.1)bn and were

classified as stage 1 with no ECL.

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts  2024 | 57 |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Reconciliation of changes in nominal amount and allowances for loan commitments and financial guarantees1 | | | | | | | | | | |
| (Audited) | | | | | | | | | | |
|  | Non-credit impaired | | | | Credit impaired | | | |  | |
|  | Stage 1 | | Stage 2 | | Stage 3 | | POCI | | Total | |
|  | Nominal  amount | Allowance  for ECL | Nominal  amount | Allowance  for ECL | Nominal  amount | Allowance  for ECL | Nominal  amount | Allowance  for ECL | Nominal  amount | Allowance  for ECL |
| The bank | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| At 1 Jan 2024 | 27,028 | (8) | 4,293 | (14) | 41 | (9) | 3 | — | 31,365 | (31) |
| Transfers of financial instruments | 2,429 | (6) | (2,451) | 6 | 22 | — | — | — | — | — |
| –  transfers from stage 1 to stage 2 | (1,722) | 1 | 1,722 | (1) | — | — | — | — | — | — |
| –  transfers from stage 2 to stage 1 | 4,168 | (7) | (4,168) | 7 | — | — | — | — | — | — |
| –  transfers to stage 3 | (17) | — | (5) | — | 22 | — | — | — | — | — |
| –  transfers from stage 3 | — | — | — | — | — | — | — | — | — | — |
| Net remeasurement of ECL arising  from transfer of stage | — | 5 | — | (2) | — | — | — | — | — | 3 |
| Net new and further lending/  repayments | 1,789 | (3) | 18 | — | — | 6 | — | — | 1,807 | 3 |
| Changes to risk parameters – credit  quality | — | 1 | — | (13) | — | (2) | — | — | — | (14) |
| Changes to models used for ECL  calculation | — | 2 | — | 11 | — | — | — | — | — | 13 |
| Foreign exchange | (67) | 1 | (9) | — | (1) | — | — | — | (77) | 1 |
| Others2 | (748) | 2 | — | — | — | (1) | — | — | (748) | 1 |
| At 31 Dec 2024 | 30,431 | (6) | 1,851 | (12) | 62 | (6) | 3 | — | 32,347 | (24) |
| ECL income statement change for  the period |  | 5 |  | (4) |  | 4 |  | — |  | 5 |
| Recoveries |  |  |  |  |  |  |  |  |  | — |
| Others |  |  |  |  |  |  |  |  |  | — |
| Total ECL income statement  change for the period |  |  |  |  |  |  |  |  |  | 5 |

1Excludes performance guarantee contracts to which the impairment requirements in IFRS 9 are not applied.

2Includes the period on period movement in exposures relating to other HSBC Group companies. As at 31 December 2024, these amounted to £(0.75)bn and

were classified as stage 1 with no ECL.

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Reconciliation of changes in nominal amount and allowances for loan commitments and financial guarantees1 | | | | | | | | | | |
| (Audited) | | | | | | | | | | |
|  | Non-credit impaired | | | | Credit impaired | | | |  | |
|  | Stage 1 | | Stage 2 | | Stage 3 | | POCI | | Total | |
|  | Nominal  amount | Allowance  for ECL | Nominal  amount | Allowance  for ECL | Nominal  amount | Allowance  for ECL | Nominal  amount | Allowance  for ECL | Nominal  amount | Allowance  for ECL |
| The bank | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| At 1 Jan 2023 | 30,304 | (10) | 3,358 | (16) | 75 | (18) | — | — | 33,737 | (44) |
| Transfers of financial instruments | (451) | (11) | 500 | 9 | (49) | 2 | — | — | — | — |
| –  transfers from stage 1 to stage 2 | (4,877) | 1 | 4,877 | (1) | — | — | — | — | — | — |
| –  transfers from stage 2 to stage 1 | 4,426 | (12) | (4,426) | 12 | — | — | — | — | — | — |
| –  transfers to stage 3 | — | — | (2) | 1 | 2 | (1) | — | — | — | — |
| –  transfers from stage 3 | — | — | 51 | (3) | (51) | 3 | — | — | — | — |
| Net remeasurement of ECL arising  from transfer of stage | — | 9 | — | (3) | — | — | — | — | — | 6 |
| Net new and further lending/  repayments | (1,533) | 6 | 437 | — | 14 | 3 | 3 | — | (1,079) | 9 |
| Changes to risk parameters – credit  quality | — | 2 | — | (16) | — | 3 | — | — | — | (11) |
| Changes to models used for ECL  calculation | — | (5) | — | 14 | — | — | — | — | — | 9 |
| Foreign exchange | 30 | — | (2) | — | 2 | — | — | — | 30 | — |
| Others2 | (1,322) | 1 | — | (2) | (1) | 1 | — | — | (1,323) | — |
| At 31 Dec 2023 | 27,028 | (8) | 4,293 | (14) | 41 | (9) | 3 | — | 31,365 | (31) |
| ECL income statement change for  the period |  | 12 |  | (5) |  | 6 |  | — |  | 13 |
| Recoveries |  |  |  |  |  |  |  |  |  | — |
| Others |  |  |  |  |  |  |  |  |  | — |
| Total ECL income statement  change for the period |  |  |  |  |  |  |  |  |  | 13 |

1Excludes performance guarantee contracts to which the impairment requirements in IFRS 9 are not applied.

2Includes the period on period movement in exposures relating to other HSBC Group companies. As at 31 December 2023, these amounted to £0.2bn and were

classified as stage 1 with no ECL.

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| 58 | HSBC Bank plc Annual Report and Accounts  2024 |

Risk

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|  |
|  |

Credit quality

Credit quality of financial instruments

(Audited)

We assess the credit quality of all financial instruments that are

subject to credit risk. The credit quality of financial instruments is a

point-in-time assessment of the PD, whereas stages 1 and 2 are

determined based on relative deterioration of credit quality since initial

recognition for most portfolios. Accordingly, for non-credit-impaired

financial instruments, there is no direct relationship between the

credit quality assessment and stages 1 and 2, although typically the

lower credit quality bands exhibit a higher proportion in stage 2.

The five credit quality classifications provided below each encompass

a range of granular internal credit rating grades assigned to wholesale

and personal lending businesses and the external ratings attributed by

external agencies to debt securities, as shown in the table on page

[32](#i8abb52b1e159432697c59803843585bc_0-0-1-7-8344455).

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Distribution of financial instruments by credit quality at 31 December 2024 | | | | | | | | |
| (Audited) | | | | | | | | |
|  | Gross carrying/notional amount | | | | | | Allowance  for ECL/  other  credit  provisions | Net |
|  | Strong | Good | Satisfactory | Sub-  standard | Credit  impaired | Total |
| The group | £m | £m | £m | £m | £m | £m | £m | £m |
| In-scope for IFRS 9 ECL |  |  |  |  |  |  |  |  |
| Loans and advances to customers held at  amortised cost | 41,588 | 17,843 | 19,698 | 2,261 | 2,134 | 83,524 | (858) | 82,666 |
| –  personal | 16,984 | 1,433 | 1,209 | 62 | 259 | 19,947 | (112) | 19,835 |
| –  corporate and commercial | 16,976 | 12,162 | 14,548 | 2,075 | 1,666 | 47,427 | (592) | 46,835 |
| –  non-bank financial institutions | 7,628 | 4,248 | 3,941 | 124 | 209 | 16,150 | (154) | 15,996 |
| Loans and advances to banks held at  amortised cost | 13,029 | 724 | 762 | 9 | — | 14,524 | (3) | 14,521 |
| Cash and balances at central banks | 119,184 | — | — | — | — | 119,184 | — | 119,184 |
| Reverse repurchase agreements – non-  trading | 39,233 | 12,426 | 1,952 | 1 | — | 53,612 | — | 53,612 |
| Financial investments | 11,236 | — | 990 | — | — | 12,226 | — | 12,226 |
| Assets held for sale | 1,933 | 363 | 278 | — | 17 | 2,591 | (3) | 2,588 |
| Other assets | 48,187 | 670 | 975 | 6 | 24 | 49,862 | (3) | 49,859 |
| –  endorsements and acceptances | 69 | — | 1 | — | — | 70 | — | 70 |
| –  accrued income and other | 48,118 | 670 | 974 | 6 | 24 | 49,792 | (3) | 49,789 |
| Debt instruments measured at fair value  through other comprehensive income1 | 46,733 | 262 | 1,076 | 71 | — | 48,142 | (22) | 48,120 |
| Out-of-scope for IFRS 9 ECL |  |  |  |  |  |  |  |  |
| Trading assets | 31,137 | 9,983 | 8,075 | 1,723 | 32 | 50,950 | — | 50,950 |
| Other financial assets designated and  otherwise mandatorily measured at fair value  through profit or loss | 606 | 1,854 | 928 | 1 | — | 3,389 | — | 3,389 |
| Derivatives | 173,222 | 20,632 | 4,163 | 146 | 9 | 198,172 | — | 198,172 |
| Assets held for sale | 2,406 | — | — | — | — | 2,406 | — | 2,406 |
| Total gross carrying amount on balance  sheet | 528,494 | 64,757 | 38,897 | 4,218 | 2,216 | 638,582 | (889) | 637,693 |
| Percentage of total credit quality (%) | 82.8 | 10.1 | 6.1 | 0.7 | 0.3 | 100.0 |  |  |
| Loans and other credit-related commitments | 73,726 | 28,582 | 17,150 | 2,141 | 165 | 121,764 | (49) | 121,715 |
| Financial guarantees | 1,348 | 794 | 660 | 30 | 44 | 2,876 | (9) | 2,867 |
| In-scope: Irrevocable loan commitments  and financial guarantees | 75,074 | 29,376 | 17,810 | 2,171 | 209 | 124,640 | (58) | 124,582 |
| Loans and other credit-related commitments | 3,159 | 2,217 | 809 | 50 | 7 | 6,242 | — | 6,242 |
| Performance and other guarantees | 9,787 | 5,784 | 3,518 | 240 | 135 | 19,464 | (26) | 19,438 |
| Out-of-scope: Revocable loan  commitments and non-financial  guarantees | 12,946 | 8,001 | 4,327 | 290 | 142 | 25,706 | (26) | 25,680 |

1For the purposes of this disclosure, gross carrying amount is defined as the amortised cost of a financial asset, before adjusting for any loss allowance. As such,

the gross carrying amount of debt instruments at FVOCI as presented above will not reconcile to the balance sheet as it excludes fair value gains and losses.

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| HSBC Bank plc Annual Report and Accounts  2024 | 59 |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Distribution of financial instruments by credit quality at 31 December 2023 (continued) | | | | | | | | |
| (Audited) | | | | | | | | |
|  | Gross carrying/notional amount | | | | | | Allowance  for ECL/  other credit  provisions | Net |
|  | Strong | Good | Satisfactory | Sub-  standard | Credit  impaired | Total |
| The group | £m | £m | £m | £m | £m | £m | £m | £m |
| In-scope for IFRS 9 ECL |  |  |  |  |  |  |  |  |
| Loans and advances to customers held at  amortised cost | 32,567 | 18,634 | 19,627 | 3,409 | 2,342 | 76,579 | (1,088) | 75,491 |
| –  personal | 8,702 | 2,612 | 1,388 | 115 | 214 | 13,031 | (108) | 12,923 |
| –  corporate and commercial | 18,044 | 12,815 | 14,876 | 3,228 | 1,805 | 50,768 | (825) | 49,943 |
| –  non-bank financial institutions | 5,821 | 3,207 | 3,363 | 66 | 323 | 12,780 | (155) | 12,625 |
| Loans and advances to banks held at  amortised cost | 13,247 | 415 | 710 | — | — | 14,372 | (1) | 14,371 |
| Cash and balances at central banks | 110,570 | — | 48 | — | — | 110,618 | — | 110,618 |
| Reverse repurchase agreements – non-  trading | 57,144 | 13,183 | 3,128 | 39 | — | 73,494 | — | 73,494 |
| Financial investments | 8,840 | — | 21 | — | — | 8,861 | — | 8,861 |
| Assets held for sale | 19,461 | 1,232 | 852 | 95 | 156 | 21,796 | (64) | 21,732 |
| Other assets | 57,012 | 652 | 1,225 | 44 | 26 | 58,959 | (6) | 58,953 |
| –  endorsements and acceptances | 224 | 6 | 20 | — | — | 250 | — | 250 |
| –  accrued income and other | 56,788 | 646 | 1,205 | 44 | 26 | 58,709 | (6) | 58,703 |
| Debt instruments measured at fair value  through other comprehensive income1 | 35,513 | 2,241 | 760 | 82 | — | 38,596 | (23) | 38,573 |
| Out-of-scope for IFRS 9 ECL |  |  |  |  |  |  |  |  |
| Trading assets | 34,923 | 8,555 | 6,378 | 820 | — | 50,676 | — | 50,676 |
| Other financial assets designated and  otherwise mandatorily measured at fair value  through profit or loss | 2,439 | 965 | 1,536 | 5 | — | 4,945 | — | 4,945 |
| Derivatives | 155,106 | 15,499 | 3,457 | 46 | 8 | 174,116 | — | 174,116 |
| Assets held for sale | 101 | — | — | — | — | 101 | — | 101 |
| Total gross carrying amount on balance  sheet | 526,923 | 61,376 | 37,742 | 4,540 | 2,532 | 633,113 | (1,182) | 631,931 |
| Percentage of total credit quality (%) | 83 | 10 | 6 | 1 | 0 | 100.0 |  |  |
| Loans and other credit-related commitments | 83,907 | 27,038 | 13,012 | 1,482 | 177 | 125,616 | (42) | 125,574 |
| Financial guarantees | 1,270 | 530 | 503 | 26 | 72 | 2,401 | (16) | 2,385 |
| In-scope: Irrevocable loan commitments  and financial guarantees | 85,177 | 27,568 | 13,515 | 1,508 | 249 | 128,017 | (58) | 127,959 |
| Loans and other credit-related commitments | 3,269 | 2,091 | 806 | 42 | 5 | 6,213 | — | 6,213 |
| Performance and other guarantees | 9,582 | 5,357 | 3,917 | 484 | 208 | 19,548 | (25) | 19,523 |
| Out-of-scope: Revocable loan  commitments and non-financial  guarantees | 12,851 | 7,448 | 4,723 | 526 | 213 | 25,761 | (25) | 25,736 |

1For the purposes of this disclosure, gross carrying amount is defined as the amortised cost of a financial asset, before adjusting for any loss allowance. As such,

the gross carrying amount of debt instruments at FVOCI as presented above will not reconcile to the balance sheet as it excludes fair value gains and losses.

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| 60 | HSBC Bank plc Annual Report and Accounts  2024 |

Risk

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|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Distribution of financial instruments by credit quality at 31 December 2024 | | | | | | | | |
| (Audited) | | | | | | | | |
|  | Gross carrying/notional amount | | | | | | Allowance for  ECL/other  credit  provisions | Net |
|  | Strong | Good | Satisfactory | Sub-  standard | Credit  impaired | Total |
| The bank | £m | £m | £m | £m | £m | £m | £m | £m |
| In-scope for IFRS 9 ECL |  |  |  |  |  |  |  |  |
| Loans and advances to customers held at amortised cost | 19,827 | 7,293 | 3,166 | 366 | 656 | 31,308 | (392) | 30,916 |
| –  personal | 1,777 | 249 | 566 | 3 | 20 | 2,615 | (6) | 2,609 |
| –  corporate and commercial | 10,390 | 4,207 | 2,187 | 318 | 421 | 17,523 | (227) | 17,296 |
| –  non-bank financial institutions | 7,660 | 2,837 | 413 | 45 | 215 | 11,170 | (159) | 11,011 |
| Loans and advances to banks held at amortised cost | 12,114 | 598 | 11 | 8 | — | 12,731 | (1) | 12,730 |
| Cash and balances at central banks | 78,250 | — | — | — | — | 78,250 | — | 78,250 |
| Reverse repurchase agreements – non-trading | 23,020 | 9,497 | 1,876 | 1 | — | 34,394 | — | 34,394 |
| Financial investments | 14,217 | — | — | — | — | 14,217 | — | 14,217 |
| Assets held for sale | 137 | 244 | 134 | — | 17 | 532 | (3) | 529 |
| Other assets | 37,736 | 151 | 94 | 2 | 11 | 37,994 | — | 37,994 |
| –  endorsements and acceptances | 68 | — | — | — | — | 68 | — | 68 |
| –  accrued income and other | 37,668 | 151 | 94 | 2 | 11 | 37,926 | — | 37,926 |
| Debt instruments measured at fair value through other  comprehensive income1 | 19,394 | 50 | 1,001 | — | — | 20,445 | (3) | 20,442 |
| Out-of-scope for IFRS 9 ECL |  |  |  |  |  |  |  |  |
| Trading assets | 18,004 | 9,797 | 7,809 | 1,718 | 29 | 37,357 | — | 37,357 |
| Other financial assets designated and otherwise mandatorily  measured at fair value through profit or loss | 507 | 1,818 | 860 | 1 | — | 3,186 | — | 3,186 |
| Derivatives | 160,423 | 19,755 | 3,360 | 120 | — | 183,658 | — | 183,658 |
| Assets held for sale | 8 | — | — | — | — | 8 | — | 8 |
| Total gross carrying amount on balance sheet | 383,637 | 49,203 | 18,311 | 2,216 | 713 | 454,080 | (399) | 453,681 |
| Percentage of total credit quality (%) | 84.5 | 10.8 | 4.0 | 0.5 | 0.2 | 100 |  |  |
| Loans and other credit-related commitments | 23,083 | 8,578 | 2,797 | 479 | 57 | 34,994 | (21) | 34,973 |
| Financial guarantees | 517 | 316 | 302 | — | 8 | 1,143 | (3) | 1,140 |
| In-scope: Irrevocable loan commitments and financial  guarantees | 23,600 | 8,894 | 3,099 | 479 | 65 | 36,137 | (24) | 36,113 |
| Loans and other credit-related commitments | 245 | 250 | 57 | 6 | — | 558 | — | 558 |
| Performance and other guarantees | 4,964 | 1,423 | 378 | 3 | 6 | 6,774 | (1) | 6,773 |
| Out-of-scope: Revocable loan commitments and non-  financial guarantees | 5,209 | 1,673 | 435 | 9 | 6 | 7,332 | (1) | 7,331 |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Distribution of financial instruments by credit quality at 31 December 2023 | | | | | | | | |
| The bank | £m | £m | £m | £m | £m | £m | £m | £m |
| In-scope for IFRS 9 ECL |  |  |  |  |  |  |  |  |
| Loans and advances to customers held at amortised cost | 20,450 | 6,782 | 4,140 | 663 | 765 | 32,800 | (357) | 32,443 |
| –  personal | 1,782 | 179 | 658 | 7 | 13 | 2,639 | (6) | 2,633 |
| –  corporate and commercial | 11,468 | 4,572 | 2,941 | 656 | 446 | 20,083 | (205) | 19,878 |
| –  non-bank financial institutions | 7,200 | 2,031 | 541 | — | 306 | 10,078 | (146) | 9,932 |
| Loans and advances to banks held at amortised cost | 11,275 | 339 | 56 | — | — | 11,670 | — | 11,670 |
| Cash and balances at central banks | 61,128 | — | — | — | — | 61,128 | — | 61,128 |
| Reverse repurchase agreements – non-trading | 43,053 | 11,008 | 2,873 | 39 | — | 56,973 | — | 56,973 |
| Financial investments | 12,029 | — | — | — | — | 12,029 | — | 12,029 |
| Assets held for sale | 91 | — | — | — | — | 91 | — | 91 |
| Other assets | 43,833 | 136 | 100 | 5 | 9 | 44,083 | (3) | 44,080 |
| –  endorsements and acceptances | 221 | 6 | — | — | — | 227 | — | 227 |
| –  accrued income and other | 43,612 | 130 | 100 | 5 | 9 | 43,856 | (3) | 43,853 |
| Debt instruments measured at fair value through other  comprehensive income1 | 16,094 | 56 | 504 | — | — | 16,654 | (5) | 16,649 |
| Out-of-scope for IFRS 9 ECL |  |  |  |  |  |  |  |  |
| Trading assets | 22,987 | 8,386 | 6,077 | 818 | — | 38,268 | — | 38,268 |
| Other financial assets designated and otherwise mandatorily  measured at fair value through profit or loss | 473 | 908 | 1,505 | 2 | — | 2,888 | — | 2,888 |
| Derivatives | 136,081 | 14,639 | 3,009 | 36 | — | 153,765 | — | 153,765 |
| Assets held for sale | — | — | — | — | — | — | — | — |
| Total gross carrying amount on balance sheet | 367,494 | 42,254 | 18,264 | 1,563 | 774 | 430,349 | (365) | 429,984 |
| Percentage of total credit quality (%) | 85.4 | 9.8 | 4.2 | 0.4 | 0.2 | 100 |  |  |
| Loans and other credit-related commitments | 24,980 | 6,929 | 2,394 | 478 | 18 | 34,799 | (22) | 34,777 |
| Financial guarantees | 649 | 218 | 209 | 4 | 26 | 1,106 | (9) | 1,097 |
| In-scope: Irrevocable loan commitments and financial  guarantees | 25,629 | 7,147 | 2,603 | 482 | 44 | 35,905 | (31) | 35,874 |
| Loans and other credit-related commitments | 226 | 160 | 70 | 15 | — | 471 | — | 471 |
| Performance and other guarantees | 5,669 | 1,157 | 517 | 49 | 3 | 7,395 | (1) | 7,394 |
| Out-of-scope: Revocable loan commitments and non-financial  guarantees | 5,895 | 1,317 | 587 | 64 | 3 | 7,866 | (1) | 7,865 |

1For the purposes of this disclosure, gross carrying amount is defined as the amortised cost of a financial asset, before adjusting for any loss allowance. As such,

the gross carrying amount of debt instruments at FVOCI as presented above will not reconcile to the balance sheet as it excludes fair value gains and losses.

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| HSBC Bank plc Annual Report and Accounts  2024 | 61 |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Distribution of financial instruments to which the impairment requirements in IFRS 9 are applied, by credit quality and stage allocation | | | | | | | | |
| (Audited) | | | | | | | | |
|  | Gross carrying/notional amount | | | | | | Allowance  for ECL | Net |
|  | Strong | Good | Satisfactory | Sub-  standard | Credit  impaired | Total |
| The group | £m | £m | £m | £m | £m | £m | £m | £m |
| Loans and advances to customers at amortised cost | 41,588 | 17,843 | 19,698 | 2,261 | 2,134 | 83,524 | (858) | 82,666 |
| –  stage 1 | 41,150 | 17,227 | 16,555 | 912 | — | 75,844 | (56) | 75,788 |
| –  stage 2 | 438 | 616 | 3,143 | 1,349 | — | 5,546 | (107) | 5,439 |
| –  stage 3 | — | — | — | — | 2,096 | 2,096 | (677) | 1,419 |
| –  POCI | — | — | — | — | 38 | 38 | (18) | 20 |
| Loans and advances to banks at amortised cost | 13,029 | 724 | 762 | 9 | — | 14,524 | (3) | 14,521 |
| –  stage 1 | 12,983 | 708 | 758 | 8 | — | 14,457 | (2) | 14,455 |
| –  stage 2 | 46 | 16 | 4 | 1 | — | 67 | (1) | 66 |
| –  stage 3 | — | — | — | — | — | — | — | — |
| –  POCI | — | — | — | — | — | — | — | — |
| Other financial assets measured at amortised cost | 219,773 | 13,459 | 4,195 | 7 | 41 | 237,475 | (6) | 237,469 |
| –  stage 1 | 219,771 | 13,432 | 4,170 | 2 | — | 237,375 | (4) | 237,371 |
| –  stage 2 | 2 | 27 | 25 | 5 | — | 59 | — | 59 |
| –  stage 3 | — | — | — | — | 41 | 41 | (2) | 39 |
| –  POCI | — | — | — | — | — | — | — | — |
| Loans and other credit-related commitments | 73,726 | 28,582 | 17,150 | 2,141 | 165 | 121,764 | (49) | 121,715 |
| –  stage 1 | 73,328 | 26,774 | 15,172 | 1,513 | — | 116,787 | (14) | 116,773 |
| –  stage 2 | 398 | 1,808 | 1,978 | 628 | — | 4,812 | (24) | 4,788 |
| –  stage 3 | — | — | — | — | 162 | 162 | (11) | 151 |
| –  POCI | — | — | — | — | 3 | 3 | — | 3 |
| Financial guarantees | 1,348 | 794 | 660 | 30 | 44 | 2,876 | (9) | 2,867 |
| –  stage 1 | 1,348 | 785 | 626 | 4 | — | 2,763 | (2) | 2,761 |
| –  stage 2 | — | 9 | 34 | 26 | — | 69 | (1) | 68 |
| –  stage 3 | — | — | — | — | 44 | 44 | (6) | 38 |
| –  POCI | — | — | — | — | — | — | — | — |
| At 31 Dec 2024 | 349,464 | 61,402 | 42,465 | 4,448 | 2,384 | 460,163 | (925) | 459,238 |
| Debt instruments at FVOCI1 |  |  |  |  |  |  |  |  |
| –  stage 1 | 46,694 | 262 | 1,072 | — | — | 48,028 | (7) | 48,021 |
| –  stage 2 | 39 | — | 4 | 71 | — | 114 | (15) | 99 |
| –  stage 3 | — | — | — | — | — | — | — | — |
| –  POCI | — | — | — | — | — | — | — | — |
| At 31 Dec 2024 | 46,733 | 262 | 1,076 | 71 | — | 48,142 | (22) | 48,120 |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Loans and advances to customers at amortised cost | 32,567 | 18,634 | 19,627 | 3,409 | 2,342 | 76,579 | (1,088) | 75,491 |
| –  stage 1 | 31,644 | 17,295 | 16,071 | 1,346 | — | 66,356 | (75) | 66,281 |
| –  stage 2 | 923 | 1,339 | 3,556 | 2,063 | — | 7,881 | (125) | 7,756 |
| –  stage 3 | — | — | — | — | 2,310 | 2,310 | (882) | 1,428 |
| –  POCI | — | — | — | — | 32 | 32 | (6) | 26 |
| Loans and advances to banks at amortised cost | 13,247 | 415 | 710 | — | — | 14,372 | (1) | 14,371 |
| –  stage 1 | 13,220 | 414 | 622 | — | — | 14,256 | (1) | 14,255 |
| –  stage 2 | 27 | 1 | 88 | — | — | 116 | — | 116 |
| –  stage 3 | — | — | — | — | — | — | — | — |
| –  POCI | — | — | — | — | — | — | — | — |
| Other financial assets measured at amortised cost | 253,027 | 15,067 | 5,274 | 178 | 182 | 273,728 | (70) | 273,658 |
| –  stage 1 | 252,841 | 14,788 | 4,843 | 85 | — | 272,557 | (5) | 272,552 |
| –  stage 2 | 186 | 279 | 431 | 93 | — | 989 | (8) | 981 |
| –  stage 3 | — | — | — | — | 182 | 182 | (57) | 125 |
| –  POCI | — | — | — | — | — | — | — | — |
| Loans and other credit-related commitments | 83,907 | 27,038 | 13,012 | 1,482 | 177 | 125,616 | (42) | 125,574 |
| –  stage 1 | 81,341 | 25,083 | 10,962 | 856 | — | 118,242 | (13) | 118,229 |
| –  stage 2 | 2,566 | 1,955 | 2,050 | 626 | — | 7,197 | (21) | 7,176 |
| –  stage 3 | — | — | — | — | 174 | 174 | (8) | 166 |
| –  POCI | — | — | — | — | 3 | 3 | — | 3 |
| Financial guarantees | 1,270 | 530 | 503 | 26 | 72 | 2,401 | (16) | 2,385 |
| –  stage 1 | 1,269 | 483 | 322 | 4 | — | 2,078 | (2) | 2,076 |
| –  stage 2 | 1 | 47 | 181 | 22 | — | 251 | (1) | 250 |
| –  stage 3 | — | — | — | — | 72 | 72 | (13) | 59 |
| –  POCI | — | — | — | — | — | — | — | — |
| At 31 Dec 2023 | 384,018 | 61,684 | 39,126 | 5,095 | 2,773 | 492,696 | (1,217) | 491,479 |
| Debt instruments at FVOCI1 |  |  |  |  |  |  |  |  |
| –  stage 1 | 35,473 | 2,241 | 722 | — | — | 38,436 | (9) | 38,427 |
| –  stage 2 | 40 | — | 38 | 82 | — | 160 | (14) | 146 |
| –  stage 3 | — | — | — | — | — | — | — | — |
| –  POCI | — | — | — | — | — | — | — | — |
| At 31 Dec 2023 | 35,513 | 2,241 | 760 | 82 | — | 38,596 | (23) | 38,573 |

1For the purposes of this disclosure, gross carrying amount is defined as the amortised cost of a financial asset, before adjusting for any loss allowance. As such,

the gross carrying amount of debt instruments at FVOCI as presented above will not reconcile to the balance sheet as it excludes fair value gains and losses.

|  |  |
| --- | --- |
|  |  |
| 62 | HSBC Bank plc Annual Report and Accounts  2024 |

Risk

|  |
| --- |
|  |
|  |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Distribution of financial instruments to which the impairment requirements in IFRS 9 are applied, by credit quality and stage allocation  (continued) | | | | | | | | |
| (Audited) | | | | | | | | |
|  | Gross carrying/notional amount | | | | | | Allowance  for ECL | Net |
|  | Strong | Good | Satisfactory | Sub-  standard | Credit  impaired | Total |
| The bank | £m | £m | £m | £m | £m | £m | £m | £m |
| Loans and advances to customers at amortised cost | 19,827 | 7,293 | 3,166 | 366 | 656 | 31,308 | (392) | 30,916 |
| –  stage 1 | 19,595 | 7,003 | 2,387 | 164 | — | 29,149 | (12) | 29,137 |
| –  stage 2 | 232 | 290 | 779 | 202 | — | 1,503 | (24) | 1,479 |
| –  stage 3 | — | — | — | — | 619 | 619 | (338) | 281 |
| –  POCI | — | — | — | — | 37 | 37 | (18) | 19 |
| Loans and advances to banks at amortised cost | 12,114 | 598 | 11 | 8 | — | 12,731 | (1) | 12,730 |
| –  stage 1 | 12,094 | 583 | 11 | 8 | — | 12,696 | (1) | 12,695 |
| –  stage 2 | 20 | 15 | — | — | — | 35 | — | 35 |
| –  stage 3 | — | — | — | — | — | — | — | — |
| –  POCI | — | — | — | — | — | — | — | — |
| Other financial assets measured at amortised cost | 153,360 | 9,892 | 2,104 | 3 | 28 | 165,387 | (3) | 165,384 |
| –  stage 1 | 153,358 | 9,886 | 2,083 | 1 | — | 165,328 | (1) | 165,327 |
| –  stage 2 | 2 | 6 | 21 | 2 | — | 31 | — | 31 |
| –  stage 3 | — | — | — | — | 28 | 28 | (2) | 26 |
| –  POCI | — | — | — | — | — | — | — | — |
| Loans and other credit-related commitments | 23,083 | 8,578 | 2,797 | 479 | 57 | 34,994 | (21) | 34,973 |
| –  stage 1 | 22,957 | 7,657 | 2,163 | 333 | — | 33,110 | (6) | 33,104 |
| –  stage 2 | 126 | 921 | 634 | 146 | — | 1,827 | (12) | 1,815 |
| –  stage 3 | — | — | — | — | 54 | 54 | (3) | 51 |
| –  POCI | — | — | — | — | 3 | 3 | — | 3 |
| Financial guarantees | 517 | 316 | 302 | — | 8 | 1,143 | (3) | 1,140 |
| –  stage 1 | 517 | 315 | 279 | — | — | 1,111 | — | 1,111 |
| –  stage 2 | — | 1 | 23 | — | — | 24 | — | 24 |
| –  stage 3 | — | — | — | — | 8 | 8 | (3) | 5 |
| –  POCI | — | — | — | — | — | — | — | — |
| At 31 Dec 2024 | 208,901 | 26,677 | 8,380 | 856 | 749 | 245,563 | (420) | 245,143 |
| Debt instruments at FVOCI1 |  |  |  |  |  |  |  |  |
| –  stage 1 | 19,394 | 50 | 997 | — | — | 20,441 | (2) | 20,439 |
| –  stage 2 | — | — | 4 | — | — | 4 | (1) | 3 |
| –  stage 3 | — | — | — | — | — | — | — | — |
| –  POCI | — | — | — | — | — | — | — | — |
| At 31 Dec 2024 | 19,394 | 50 | 1,001 | — | — | 20,445 | (3) | 20,442 |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Loans and advances to customers at amortised cost | 20,450 | 6,782 | 4,140 | 663 | 765 | 32,800 | (357) | 32,443 |
| –  stage 1 | 19,730 | 5,933 | 2,860 | 283 | — | 28,806 | (15) | 28,791 |
| –  stage 2 | 720 | 849 | 1,280 | 380 | — | 3,229 | (47) | 3,182 |
| –  stage 3 | — | — | — | — | 740 | 740 | (289) | 451 |
| –  POCI | — | — | — | — | 25 | 25 | (6) | 19 |
| Loans and advances to banks at amortised cost | 11,275 | 339 | 56 | — | — | 11,670 | — | 11,670 |
| –  stage 1 | 11,268 | 339 | 37 | — | — | 11,644 | — | 11,644 |
| –  stage 2 | 7 | — | 19 | — | — | 26 | — | 26 |
| –  stage 3 | — | — | — | — | — | — | — | — |
| –  POCI | — | — | — | — | — | — | — | — |
| Other financial assets measured at amortised cost | 160,134 | 11,144 | 2,973 | 44 | 9 | 174,304 | (3) | 174,301 |
| –  stage 1 | 160,131 | 11,137 | 2,964 | 39 | — | 174,271 | — | 174,271 |
| –  stage 2 | 3 | 7 | 9 | 5 | — | 24 | (1) | 23 |
| –  stage 3 | — | — | — | — | 9 | 9 | (2) | 7 |
| –  POCI | — | — | — | — | — | — | — | — |
| Loans and other credit-related commitments | 24,980 | 6,929 | 2,394 | 478 | 18 | 34,799 | (22) | 34,777 |
| –  stage 1 | 23,092 | 5,754 | 1,657 | 169 | — | 30,672 | (7) | 30,665 |
| –  stage 2 | 1,888 | 1,175 | 737 | 309 | — | 4,109 | (14) | 4,095 |
| –  stage 3 | — | — | — | — | 15 | 15 | (1) | 14 |
| –  POCI | — | — | — | — | 3 | 3 | — | 3 |
| Financial guarantees | 649 | 218 | 209 | 4 | 26 | 1,106 | (9) | 1,097 |
| –  stage 1 | 648 | 172 | 76 | — | — | 896 | (1) | 895 |
| –  stage 2 | 1 | 46 | 133 | 4 | — | 184 | — | 184 |
| –  stage 3 | — | — | — | — | 26 | 26 | (8) | 18 |
| –  POCI | — | — | — | — | — | — | — | — |
| At 31 Dec 2023 | 217,488 | 25,412 | 9,772 | 1,189 | 818 | 254,679 | (391) | 254,288 |
| Debt instruments at FVOCI1 |  |  |  |  |  |  |  |  |
| –  stage 1 | 16,094 | 56 | 499 | — | — | 16,649 | (3) | 16,646 |
| –  stage 2 | — | — | 5 | — | — | 5 | (2) | 3 |
| –  stage 3 | — | — | — | — | — | — | — | — |
| –  POCI | — | — | — | — | — | — | — | — |
| At 31 Dec 2023 | 16,094 | 56 | 504 | — | — | 16,654 | (5) | 16,649 |

1For the purposes of this disclosure, gross carrying amount is defined as the amortised cost of a financial asset, before adjusting for any loss allowance. As such,

the gross carrying amount of debt instruments at FVOCI as presented above will not reconcile to the balance sheet as it excludes fair value gains and losses.

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts  2024 | 63 |

Credit‑impaired loans

(Audited)

The group determines that a financial instrument is credit impaired

and in stage 3 by considering relevant objective evidence, primarily

whether:

– contractual payments of either principal or interest are past due for

more than 90 days;

– there are other indications that the borrower is unlikely to pay,

such as when a concession has been granted to the borrower for

economic or legal reasons relating to the borrower’s financial

condition; and

– the loan is otherwise considered to be in default. If such

unlikeliness to pay is not identified at an earlier stage, it is deemed

to occur when an exposure is 90 days past due. Therefore, the

definitions of credit impaired and default are aligned as far as

possible so that stage 3 represents all loans which are considered

defaulted or otherwise credit impaired.

Forbearance

The following table shows the gross carrying amount and allowance

for ECL of the group’s holdings of forborne loans and advances to

customers by industry sector and by stages.

A summary of our current policies and practices for forbearance is set out in

'Credit risk management' on page [32](#ib554a2e00af64941ab7a9dcdc850ff69_7452).

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Forborne loans and advances to customers at amortised cost by stage allocation | | | | |
|  | Performing forborne | Non-performing forborne | | Total forborne |
|  | Stage 2 | Stage 3 | POCI | Total |
| The group | £m | £m | £m | £m |
| Gross carrying amount |  |  |  |  |
| Personal | 78 | 111 | — | 189 |
| –  first lien residential mortgages | 50 | 105 | — | 155 |
| –  guaranteed loans in respect of residential property | 26 | 4 | — | 30 |
| –  other personal lending which is secured | — | 1 | — | 1 |
| –  credit cards | 1 | — | — | 1 |
| –  other personal lending which is unsecured | 1 | 1 | — | 2 |
| Wholesale | 1,122 | 1,114 | 34 | 2,270 |
| –  corporate and commercial | 1,118 | 1,111 | 34 | 2,263 |
| –  non-bank financial institutions | 4 | 3 | — | 7 |
| At 31 Dec 2024 | 1,200 | 1,225 | 34 | 2,459 |
| Allowance for ECL |  |  |  |  |
| Personal | (4) | (36) | — | (40) |
| –  first lien residential mortgages | (3) | (35) | — | (38) |
| –  guaranteed loans in respect of residential property | (1) | (1) | — | (2) |
| –  other personal lending which is secured | — | — | — | — |
| –  credit cards | — | — | — | — |
| –  other personal lending which is unsecured | — | — | — | — |
| Wholesale | (25) | (316) | (18) | (359) |
| –  corporate and commercial | (25) | (316) | (18) | (359) |
| –  non-bank financial institutions | — | — | — | — |
| At 31 Dec 2024 | (29) | (352) | (18) | (399) |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| The group |  |  |  |  |
| Gross carrying amount |  |  |  |  |
| Personal | 88 | 127 | — | 215 |
| –  first lien residential mortgages | 66 | 120 | — | 186 |
| –  guaranteed loans in respect of residential property | 19 | 6 | — | 25 |
| –  other personal lending which is secured | 1 | — | — | 1 |
| –  credit cards | 1 | — | — | 1 |
| –  other personal lending which is unsecured | 1 | 1 | — | 2 |
| Wholesale | 1,545 | 788 | 24 | 2,357 |
| –  corporate and commercial | 1,510 | 778 | 24 | 2,312 |
| –  non-bank financial institutions | 35 | 10 | — | 45 |
| At 31 Dec 2023 | 1,633 | 915 | 24 | 2,572 |
| Allowance for ECL |  |  |  |  |
| Personal | (4) | (39) | — | (43) |
| –  first lien residential mortgages | (4) | (39) | — | (43) |
| –  guaranteed loans in respect of residential property | — | — | — | — |
| –  other personal lending which is secured | — | — | — | — |
| –  credit cards | — | — | — | — |
| –  other personal lending which is unsecured | — | — | — | — |
| Wholesale | (15) | (267) | (6) | (288) |
| –  corporate and commercial | (14) | (263) | (6) | (283) |
| –  non-bank financial institutions | (1) | (4) | — | (5) |
| At 31 Dec 2023 | (19) | (306) | (6) | (331) |

|  |  |
| --- | --- |
|  |  |
| 64 | HSBC Bank plc Annual Report and Accounts  2024 |

Risk

|  |
| --- |
|  |
|  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Forborne loans and advances to customers at amortised cost by stage allocation (continued) | | | | |
|  | Performing forborne | Non-performing forborne | | Total forborne |
|  | Stage 2 | Stage 3 | POCI | Total |
| The bank | £m | £m | £m | £m |
| Gross carrying amount |  |  |  |  |
| Personal | 3 | 11 | — | 14 |
| –  first lien residential mortgages | 1 | 10 | — | 11 |
| –  credit cards | 1 | — | — | 1 |
| –  other personal lending which is unsecured | 1 | 1 | — | 2 |
| Wholesale | — | 259 | 34 | 293 |
| –  corporate and commercial | — | 259 | 34 | 293 |
| At 31 Dec 2024 | 3 | 270 | 34 | 307 |
| Allowance for ECL |  |  |  |  |
| Personal | — | (1) | — | (1) |
| –  first lien residential mortgages | — | (1) | — | (1) |
| –  credit cards | — | — | — | — |
| –  other personal lending which is unsecured | — | — | — | — |
| Wholesale | — | (162) | (18) | (180) |
| –  corporate and commercial | — | (162) | (18) | (180) |
| At 31 Dec 2024 | — | (163) | (18) | (181) |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| The bank |  |  |  |  |
| Gross carrying amount |  |  |  |  |
| Personal | 1 | 8 | — | 9 |
| –  first lien residential mortgages | — | 7 | — | 7 |
| –  credit cards | 1 | — | — | 1 |
| –  other personal lending which is unsecured | — | 1 | — | 1 |
| Wholesale | 125 | 265 | 24 | 414 |
| –  corporate and commercial | 125 | 265 | 24 | 414 |
| At 31 Dec 2023 | 126 | 273 | 24 | 423 |
| Allowance for ECL |  |  |  |  |
| Personal | — | (1) | — | (1) |
| –  first lien residential mortgages | — | (1) | — | (1) |
| –  credit cards | — | — | — | — |
| –  other personal lending which is unsecured | — | — | — | — |
| Wholesale | (4) | (126) | (6) | (136) |
| –  corporate and commercial | (4) | (126) | (6) | (136) |
| At 31 Dec 2023 | (4) | (127) | (6) | (137) |

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts  2024 | 65 |

Wholesale lending

This section presents further disclosures related to wholesale lending.

It provides details of the major countries, industries and customer

classification that are driving the change observed in wholesale loans

and advances to banks and customers.

Further granularity is also provided by stage, with data for our main

countries presented for gross loans and advances to banks and

customers, loan and other credit-related commitments and financial

guarantees.

The table below provides a breakdown by industry sector and stage of

the group’s gross carrying amount and allowances for ECL for

wholesale loans and advances to banks and customers.

Counterparties or exposures are classified when presenting

comparable economic characteristics, or engaged in similar activities

so that their collective ability to meet contractual obligations is

uniformly affected by changes in economic, political or other

conditions. Therefore, the industry classification does not adhere to

Nomenclature des Activités Économiques dans la Communauté

Européenne (‘NACE’), which is applicable to other financial regulatory

reporting.

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Total wholesale lending for loans and advances to banks and customers by stage distribution | | | | | | | | | | |
|  | Gross carrying amount | | | | | Allowance for ECL | | | | |
|  | Stage 1 | Stage 2 | Stage 3 | POCI | Total | Stage 1 | Stage 2 | Stage 3 | POCI | Total |
|  | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| Corporate and commercial | 41,386 | 4,375 | 1,628 | 38 | 47,427 | (35) | (85) | (454) | (18) | (592) |
| –  agriculture, forestry and fishing | 178 | 44 | 17 | — | 239 | — | (1) | (4) | — | (5) |
| –  mining and quarrying | 785 | 1 | 203 | — | 989 | (1) | — | — | — | (1) |
| –  manufacture | 8,649 | 711 | 254 | — | 9,614 | (7) | (25) | (61) | — | (93) |
| –  electricity, gas, steam and air-  conditioning supply | 1,060 | 103 | 50 | — | 1,213 | (1) | (2) | (1) | — | (4) |
| –  water supply, sewerage, waste  management and remediation | 262 | 40 | — | — | 302 | — | — | — | — | — |
| –  construction and real estate | 4,003 | 426 | 194 | 34 | 4,657 | (5) | (13) | (30) | (18) | (66) |
| –  wholesale and retail trade, repair of  motor vehicles and motorcycles | 7,549 | 645 | 193 | 1 | 8,388 | (3) | (6) | (85) | — | (94) |
| –  transportation and storage | 2,071 | 833 | 206 | — | 3,110 | (1) | (5) | (152) | — | (158) |
| –  accommodation and food | 792 | 14 | 15 | — | 821 | (3) | — | (4) | — | (7) |
| –  publishing, audiovisual and  broadcasting | 2,622 | 166 | 13 | — | 2,801 | (1) | (2) | (4) | — | (7) |
| –  professional, scientific and technical  activities | 4,972 | 662 | 261 | 3 | 5,898 | (5) | (15) | (56) | — | (76) |
| –  administrative and support services | 4,588 | 397 | 174 | — | 5,159 | (5) | (4) | (51) | — | (60) |
| –  public administration and defence,  compulsory social security | 3 | — | — | — | 3 | — | — | — | — | — |
| –  education | 20 | 7 | — | — | 27 | — | — | — | — | — |
| –  health and care | 44 | 15 | 4 | — | 63 | — | — | (2) | — | (2) |
| –  arts, entertainment and recreation | 162 | 7 | 1 | — | 170 | (1) | — | — | — | (1) |
| –  other services | 1,648 | 194 | 2 | — | 1,844 | (1) | (2) | (1) | — | (4) |
| –  activities of households | — | — | — | — | — | — | — | — | — | — |
| –  extra-territorial organisations and  bodies activities | — | — | — | — | — | — | — | — | — | — |
| –  government | 1,963 | 99 | 41 | — | 2,103 | (1) | — | (3) | — | (4) |
| –  asset-backed securities | 15 | 11 | — | — | 26 | — | (10) | — | — | (10) |
| Non-bank financial institutions | 15,725 | 216 | 209 | — | 16,150 | (7) | (3) | (144) | — | (154) |
| Loans and advances to banks | 14,457 | 67 | — | — | 14,524 | (2) | (1) | — | — | (3) |
| At 31 Dec 2024 | 71,568 | 4,658 | 1,837 | 38 | 78,101 | (44) | (89) | (598) | (18) | (749) |
| By geography |  |  |  |  |  |  |  |  |  |  |
| UK | 35,755 | 851 | 529 | 37 | 37,172 | (10) | (21) | (309) | (18) | (358) |
| France | 24,593 | 2,602 | 899 | 1 | 28,095 | (21) | (31) | (159) | — | (211) |
| Other countries1 | 11,220 | 1,205 | 409 | — | 12,834 | (13) | (37) | (130) | — | (180) |
| At 31 Dec 2024 | 71,568 | 4,658 | 1,837 | 38 | 78,101 | (44) | (89) | (598) | (18) | (749) |

1Other countries include HSBC Germany Branch which was presented separately in 2023.

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Total wholesale lending for loans and other credit-related commitments and financial guarantees by stage distribution1 | | | | | | | | | | |
|  | Nominal amount | | | | | Allowance for ECL | | | | |
|  | Stage 1 | Stage 2 | Stage 3 | POCI | Total | Stage 1 | Stage 2 | Stage 3 | POCI | Total |
|  | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| Corporate and commercial | 59,569 | 3,818 | 189 | 3 | 63,579 | (14) | (23) | (15) | — | (52) |
| Financial | 58,702 | 1,058 | 15 | — | 59,775 | (2) | (2) | (2) | — | (6) |
| At 31 Dec 2024 | 118,271 | 4,876 | 204 | 3 | 123,354 | (16) | (25) | (17) | — | (58) |
| By geography |  |  |  |  |  |  |  |  |  |  |
| UK | 31,941 | 1,829 | 29 | 3 | 33,802 | (6) | (12) | (5) | — | (23) |
| France | 74,201 | 1,954 | 56 | — | 76,211 | (4) | (4) | (9) | — | (17) |
| Other countries2 | 12,129 | 1,093 | 119 | — | 13,341 | (6) | (9) | (3) | — | (18) |
| At 31 Dec 2024 | 118,271 | 4,876 | 204 | 3 | 123,354 | (16) | (25) | (17) | — | (58) |

1Excludes performance guarantee contracts to which the impairment requirements in IFRS 9 are not applied.

2Other countries include HSBC Germany Branch which was presented separately in 2023.

|  |  |
| --- | --- |
|  |  |
| 66 | HSBC Bank plc Annual Report and Accounts  2024 |

Risk

|  |
| --- |
|  |
|  |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Total wholesale lending for loans and advances to banks and customers by stage distribution (continued) | | | | | | | | | | |
|  | Gross carrying amount | | | | | Allowance for ECL | | | | |
|  | Stage 1 | Stage 2 | Stage 3 | POCI | Total | Stage 1 | Stage 2 | Stage 3 | POCI | Total |
|  | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| Corporate and commercial | 42,982 | 5,981 | 1,773 | 32 | 50,768 | (48) | (98) | (673) | (6) | (825) |
| –  agriculture, forestry and fishing | 299 | 7 | 28 | — | 334 | (1) | — | (9) | — | (10) |
| –  mining and quarrying | 584 | 157 | 162 | — | 903 | (1) | (3) | — | — | (4) |
| –  manufacture | 8,267 | 1,465 | 348 | — | 10,080 | (6) | (17) | (123) | — | (146) |
| –  electricity, gas, steam and air-  conditioning supply | 1,254 | 98 | 69 | — | 1,421 | (2) | (1) | (6) | — | (9) |
| –  water supply, sewerage, waste  management and remediation | 359 | 42 | 5 | — | 406 | — | — | (4) | — | (4) |
| –  construction | 4,470 | 464 | 192 | 26 | 5,152 | (11) | (11) | (55) | (6) | (83) |
| –  wholesale and retail trade, repair of  motor vehicles and motorcycles | 9,118 | 689 | 186 | 1 | 9,994 | (5) | (6) | (107) | — | (118) |
| –  transportation and storage | 2,085 | 969 | 151 | — | 3,205 | (2) | (7) | (101) | — | (110) |
| –  accommodation and food | 758 | 174 | 38 | — | 970 | (2) | (5) | (11) | — | (18) |
| –  publishing, audiovisual and  broadcasting | 3,400 | 262 | 28 | — | 3,690 | (3) | (15) | (16) | — | (34) |
| –  professional, scientific and technical  activities | 4,841 | 844 | 322 | 5 | 6,012 | (6) | (12) | (157) | — | (175) |
| –  administrative and support services | 5,032 | 358 | 115 | — | 5,505 | (6) | (7) | (56) | — | (69) |
| –  public administration and defence,  compulsory social security | 4 | — | — | — | 4 | — | — | — | — | — |
| –  education | 23 | 3 | 1 | — | 27 | — | — | — | — | — |
| –  health and care | 91 | 4 | 5 | — | 100 | — | — | (2) | — | (2) |
| –  arts, entertainment and recreation | 61 | 36 | 3 | — | 100 | — | (1) | (1) | — | (2) |
| –  other services | 1,196 | 289 | 70 | — | 1,555 | (3) | (2) | (23) | — | (28) |
| –  activities of households | 1 | — | — | — | 1 | — | — | — | — | — |
| –  extra-territorial organisations and  bodies activities | 1 | — | — | — | 1 | — | — | — | — | — |
| –  government | 1,123 | 109 | 50 | — | 1,282 | — | — | (2) | — | (2) |
| –  asset-backed securities | 15 | 11 | — | — | 26 | — | (11) | — | — | (11) |
| Non-bank financial institutions | 11,927 | 530 | 323 | — | 12,780 | (7) | (10) | (138) | — | (155) |
| Loans and advances to banks | 14,256 | 116 | — | — | 14,372 | (1) | — | — | — | (1) |
| At 31 Dec 2023 | 69,165 | 6,627 | 2,096 | 32 | 77,920 | (56) | (108) | (811) | (6) | (981) |
| By geography |  |  |  |  |  |  |  |  |  |  |
| UK | 32,334 | 2,229 | 648 | 25 | 35,236 | (11) | (45) | (258) | (6) | (320) |
| France | 24,264 | 2,669 | 1,148 | 6 | 28,087 | (27) | (40) | (447) | — | (514) |
| Other countries1 | 12,567 | 1,729 | 300 | 1 | 14,597 | (18) | (23) | (106) | — | (147) |
| At 31 Dec 2023 | 69,165 | 6,627 | 2,096 | 32 | 77,920 | (56) | (108) | (811) | (6) | (981) |

1Other countries include HSBC Germany Branch which was presented separately in 2023.

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Total wholesale lending for loans and other credit-related commitments and financial guarantees1 by stage distribution (continued) | | | | | | | | | | |
|  | Nominal amount | | | | | Allowance for ECL | | | | |
|  | Stage 1 | Stage 2 | Stage 3 | POCI | Total | Stage 1 | Stage 2 | Stage 3 | POCI | Total |
|  | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| Corporate and commercial | 59,282 | 4,883 | 226 | 3 | 64,394 | (12) | (18) | (20) | — | (50) |
| Financial | 59,760 | 2,536 | 17 | — | 62,313 | (3) | (4) | (1) | — | (8) |
| At 31 Dec 2023 | 119,042 | 7,419 | 243 | 3 | 126,707 | (15) | (22) | (21) | — | (58) |
| By geography |  |  |  |  |  |  |  |  |  |  |
| Europe | 119,042 | 7,419 | 243 | 3 | 126,707 | (15) | (22) | (21) | — | (58) |
| –  of which: UK | 27,612 | 4,704 | 13 | 3 | 32,332 | (5) | (14) | (1) | — | (20) |
| –  of which: France | 81,739 | 1,405 | 77 | — | 83,221 | (5) | (3) | (7) | — | (15) |

1Excludes performance guarantee contracts to which the impairment requirements in IFRS 9 are not applied.

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| HSBC Bank plc Annual Report and Accounts  2024 | 67 |

Collateral and other credit enhancement

(Audited)

Although collateral can be an important mitigant of credit risk, it is the

group ’s practice to lend on the basis of the customer’s ability to meet

their obligations out of cash flow resources rather than placing

primary reliance on collateral and other credit risk enhancements.

Depending on the customer’s standing and the type of product,

facilities may be provided without any collateral or other credit

enhancements. For other lending, a charge over collateral is obtained

and considered in determining the credit decision and pricing. In the

event of default, the group may utilise the collateral as a source of

repayment.

Depending on its form, collateral can have a significant financial effect

in mitigating our exposure to credit risk. Where there is sufficient

collateral, an expected credit loss is not recognised. This is the case

for reverse repurchase agreements and for certain loans and

advances to customers where the loan to value (‘LTV’) is very low.

Mitigants may include a charge on borrowers’ specific assets, such as

real estate or financial instruments. Other credit risk mitigants include

short positions in securities and financial assets held as part of linked

insurance/investment contracts where the risk is predominantly borne

by the policyholder. Additionally, risk may be managed by employing

other types of collateral and credit risk enhancements, such as

second charges, other liens and unsupported guarantees. Guarantees

are normally taken from corporates and export credit agencies.

Corporates would normally provide guarantees as part of a parent/

subsidiary relationship and span a number of credit grades. The export

credit agencies will normally be investment grade.

Certain credit mitigants are used strategically in portfolio management

activities. While single name concentrations arise in portfolios

managed by Global Banking and Corporate Banking, it is only in Global

Banking that their size requires the use of portfolio level credit

mitigants. Across Global Banking, risk limits and utilisations, maturity

profiles and risk quality are monitored and managed proactively. This

process is key to the setting of risk appetite for these larger, more

complex, geographically distributed customer groups. While the

principal form of risk management continues to be at the point of

exposure origination, through the lending decision-making process,

Global Banking also utilises loan sales and credit default swap (‘CDS’)

hedges to manage concentrations and reduce risk.

These transactions are the responsibility of a dedicated Global

Banking portfolio management team. Hedging activity is carried out

within agreed credit parameters, and is subject to market risk limits

and a robust governance structure. Where applicable, CDSs are

entered into directly with a central clearing house counterparty.

Otherwise, our exposure to CDS protection providers is diversified

among mainly banking counterparties with strong credit ratings.

CDS mitigants are held at portfolio level and are not included in the

expected credit loss calculations. CDS mitigants are not reported in

the following tables.

Collateral on loans and advances

Collateral held is analysed for other corporate, commercial and

financial (non-bank) lending. The following table includes off-balance

sheet loan commitments, primarily undrawn credit lines.

The collateral measured in the following table consists of charges

over cash and marketable financial instruments. The values in the

table represent the expected market value on an open market basis,

actual values realised are a function of market conditions. No

adjustment has been made to the collateral for any expected costs of

recovery. Marketable securities are measured at their fair value.

Other types of collateral such as unsupported guarantees and floating

charges over the assets of a customer’s business are not measured

in the following table. While such mitigants have value, often

providing rights in insolvency, their assignable value is not sufficiently

certain and they are therefore assigned no value for disclosure

purposes.

The LTV ratios presented are calculated by directly associating loans

and advances with the collateral that individually and uniquely

supports each facility. When collateral assets are shared by multiple

loans and advances, whether specifically or, more generally, by way

of an all monies charge, the collateral value is pro-rated across the

loans and advances protected by the collateral.

For credit-impaired loans, the collateral values cannot be directly

compared with impairment allowances recognised. The LTV figures

use open market values with no adjustments, actual values realised

are a function of market conditions. Impairment allowances are

calculated on a different basis, by considering other cash flows and

adjusting collateral values for costs of realising collateral as explained

further on page 131.

Other corporate, commercial and financial (non-bank) loans

and advances

Other corporate, commercial and financial (non-bank) loans are

analysed in the following table, which focuses on the countries

containing the majority of our loans and advances balances. For

financing activities in other corporate and commercial lending,

collateral value is not strongly correlated to principal repayment

performance.

Collateral values are generally refreshed when an obligor’s general

credit performance deteriorates and we have to assess the likely

performance of secondary sources of repayment should it prove

necessary to rely on them.

|  |  |
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| 68 | HSBC Bank plc Annual Report and Accounts  2024 |

Risk

|  |
| --- |
|  |
|  |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Wholesale lending – other corporate, commercial and financial (non-bank) loans and advances including loan commitments by level  of collateral for key countries/territories (by stage) | | | | | | | | | | |
| (Audited) | | | | | | | | | | |
|  | Gross carrying/nominal amount | | | | | ECL coverage | | | | |
|  | Stage 1 | Stage 2 | Stage 3 | POCI | Total | Stage 1 | Stage 2 | Stage 3 | POCI | Total |
|  | £m | £m | £m | £m | £m | % | % | % | % | % |
| Not collateralised | 125,338 | 7,660 | 1,254 | 4 | 134,256 | — | 1.0 | 42.8 | — | 0.5 |
| Fully collateralised by LTV ratio | 11,789 | 762 | 109 | — | 12,660 | 0.1 | 1.2 | 10.1 | — | 0.2 |
| –  less than 50% | 5,211 | 289 | 17 | — | 5,517 | 0.1 | 1.4 | 23.5 | — | 0.2 |
| –  51% to 75% | 2,298 | 143 | 13 | — | 2,454 | — | 0.7 | 30.8 | — | 0.2 |
| –  76% to 90% | 1,139 | 34 | 3 | — | 1,176 | 0.1 | 2.9 | 33.3 | — | 0.3 |
| –  91% to 100% | 3,141 | 296 | 76 | — | 3,513 | — | 1.0 | 2.6 | — | 0.2 |
| Partially collateralised (A): LTV > 100% | 4,056 | 755 | 469 | — | 5,280 | — | 1.9 | 6.8 | — | 0.9 |
| –  collateral value on A | 3,230 | 419 | 147 | — | 3,796 |  |  |  |  |  |
| Total at 31 Dec 2024 | 141,183 | 9,177 | 1,832 | 4 | 152,196 | — | 1.1 | 31.7 | — | 0.5 |
| of which: UK |  |  |  |  |  |  |  |  |  |  |
| Not collateralised | 47,979 | 2,314 | 544 | 3 | 50,840 | — | 1.3 | 56.4 | — | 0.7 |
| Fully collateralised by LTV ratio | 4,838 | 169 | 3 | — | 5,010 | — | 0.6 | 66.7 | — | 0.1 |
| –  less than 50% | 1,521 | 79 | — | — | 1,600 | — | 1.3 | — | — | 0.1 |
| –  51% to 75% | 894 | 88 | 1 | — | 983 | — | — | — | — | — |
| –  76% to 90% | 502 | — | — | — | 502 | — | — | — | — | — |
| –  91% to 100% | 1,921 | 2 | 2 | — | 1,925 | — | — | 100.0 | — | 0.1 |
| Partially collateralised (B): LTV > 100% | 113 | 2 | 4 | — | 119 | — | — | 25.0 | — | 0.8 |
| –  collateral value on B | 76 | — | 1 | — | 77 |  |  |  |  |  |
| Total UK at 31 Dec 2024 | 52,930 | 2,485 | 551 | 3 | 55,969 | — | 1.2 | 56.3 | — | 0.6 |
| of which: France |  |  |  |  |  |  |  |  |  |  |
| Not collateralised | 58,509 | 3,513 | 322 | 1 | 62,345 | — | 0.8 | 38.2 | — | 0.3 |
| Fully collateralised by LTV ratio | 3,430 | 171 | 83 | — | 3,684 | 0.1 | 0.6 | 2.4 | — | 0.1 |
| –  less than 50% | 1,904 | 107 | 3 | — | 2,014 | 0.1 | 0.9 | — | — | 0.1 |
| –  51% to 75% | 1,037 | 44 | 4 | — | 1,085 | 0.1 | — | 25.0 | — | 0.2 |
| –  76% to 90% | 238 | 15 | 2 | — | 255 | — | — | 50.0 | — | 0.4 |
| –  91% to 100% | 251 | 5 | 74 | — | 330 | — | — | — | — | — |
| Partially collateralised (C): LTV > 100% | 2,858 | 643 | 406 | — | 3,907 | — | 0.3 | 5.2 | — | 0.6 |
| –  collateral value on C | 2,239 | 394 | 111 | — | 2,744 |  |  |  |  |  |
| Total France at 31 Dec 2024 | 64,797 | 4,327 | 811 | 1 | 69,936 | — | 0.7 | 18.0 | — | 0.3 |
|  |  |  |  |  |  |  |  |  |  |  |

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| HSBC Bank plc Annual Report and Accounts  2024 | 69 |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Wholesale lending – other corporate, commercial and financial (non-bank) loans and advances including loan commitments by level  of collateral for key countries/territories (by stage) (continued) | | | | | | | | | | |
| (Audited) | | | | | | | | | | |
|  | Gross carrying/nominal amount | | | | | ECL coverage | | | | |
|  | Stage 1 | Stage 2 | Stage 3 | POCI | Total | Stage 1 | Stage 2 | Stage 3 | POCI | Total |
|  | £m | £m | £m | £m | £m | % | % | % | % | % |
| Not collateralised | 115,898 | 10,983 | 1,617 | 6 | 128,504 | — | 1.0 | 43.8 | — | 0.7 |
| Fully collateralised by LTV ratio | 8,709 | 908 | 101 | — | 9,718 | 0.1 | 1.2 | 23.8 | — | 0.4 |
| –  less than 50% | 2,221 | 342 | 41 | — | 2,604 | 0.2 | 1.5 | 24.4 | — | 0.7 |
| –  51% to 75% | 1,830 | 196 | 29 | — | 2,055 | 0.1 | 1.0 | 20.7 | — | 0.4 |
| –  76% to 90% | 336 | 149 | 13 | — | 498 | — | 0.7 | 38.5 | — | 1.2 |
| –  91% to 100% | 4,322 | 221 | 18 | — | 4,561 | — | 1.8 | 22.2 | — | 0.2 |
| Partially collateralised (A): LTV > 100% | 3,709 | 821 | 404 | 1 | 4,935 | 0.1 | 0.5 | 12.1 | — | 1.1 |
| –  collateral value on A | 2,963 | 595 | 135 | 1 | 3,694 |  |  |  |  |  |
| Total at 31 Dec 2023 | 128,316 | 12,712 | 2,122 | 7 | 143,157 | — | 1.0 | 36.8 | — | 0.7 |
| of which: UK |  |  |  |  |  |  |  |  |  |  |
| Not collateralised | 42,157 | 5,901 | 622 | — | 48,680 | — | 0.9 | 38.7 | — | 0.6 |
| Fully collateralised by LTV ratio | 4,464 | 168 | 11 | — | 4,643 | — | — | 27.3 | — | 0.1 |
| –  less than 50% | 654 | 119 | 6 | — | 779 | — | — | 16.7 | — | 0.1 |
| –  51% to 75% | 1,031 | 47 | 3 | — | 1,081 | — | — | — | — | — |
| –  76% to 90% | 33 | — | 2 | — | 35 | — | — | 100.0 | — | 5.7 |
| –  91% to 100% | 2,746 | 2 | — | — | 2,748 | — | — | — | — | — |
| Partially collateralised (B): LTV > 100% | 229 | 19 | 7 | — | 255 | — | — | 42.9 | — | 1.2 |
| –  collateral value on B | 150 | — | 2 | — | 152 |  |  |  |  |  |
| Total UK at 31 Dec 2023 | 46,850 | 6,088 | 640 | — | 53,578 | — | 0.9 | 38.6 | — | 0.6 |
| of which: France |  |  |  |  |  |  |  |  |  |  |
| Not collateralised | 59,349 | 2,634 | 715 | 6 | 62,704 | — | 1.1 | 53.8 | — | 0.7 |
| Fully collateralised by LTV ratio | 2,110 | 341 | 26 | — | 2,477 | 0.1 | 1.2 | 15.4 | — | 0.4 |
| –  less than 50% | 1,047 | 146 | 12 | — | 1,205 | 0.1 | 0.7 | 16.7 | — | 0.3 |
| –  51% to 75% | 614 | 115 | 4 | — | 733 | 0.2 | 0.9 | 25.0 | — | 0.4 |
| –  76% to 90% | 87 | 19 | 8 | — | 114 | — | — | 12.5 | — | 0.9 |
| –  91% to 100% | 362 | 61 | 2 | — | 425 | — | 3.3 | 50.0 | — | 0.7 |
| Partially collateralised (C): LTV > 100% | 3,038 | 787 | 390 | 1 | 4,216 | — | 0.4 | 10.0 | — | 1.0 |
| –  collateral value on C | 2,418 | 583 | 129 | 1 | 3,131 |  |  |  |  |  |
| Total France at 31 Dec 2023 | 64,497 | 3,762 | 1,131 | 7 | 69,397 | — | 1.0 | 37.8 | — | 0.7 |

Other credit risk exposures

In addition to collateralised lending, other credit enhancements are

employed and methods used to mitigate credit risk arising from

financial assets. These are described in more detail below:

– Some securities issued by governments, banks and other financial

institutions benefit from additional credit enhancements provided

by government guarantees that cover the assets.

– Debt securities issued by banks and financial institutions include

asset-backed securities ('ABSs') and similar instruments, which

are supported by underlying pools of financial assets. Credit risk

associated with ABSs is reduced through the purchase of credit

default swap (‘CDS’) protection.

– Trading loans and advances mainly consist of reverse repos and

stock borrowing, which are by their nature collateralised.

– Cash collateral is posted to satisfy margin requirements. There is

limited credit risk on cash collateral posted since in the event of

default of the counterparty this would be set off against the

related liability.

Collateral accepted as security that the group is permitted to sell or repledge

under these arrangements is described on page 171 of the financial

statements.

The group’s maximum exposure to credit risk includes financial

guarantees and similar contracts granted, as well as loan and other

credit-related commitments. Depending on the terms of the

arrangement, we may use additional credit mitigation if a guarantee is

called upon or a loan commitment is drawn and subsequently

defaults.

For further information on these arrangements, see Note 30 on the financial

statements.

Derivatives

We participate in transactions exposing us to counterparty credit risk.

Counterparty credit risk is the risk of financial loss if the counterparty

to a transaction defaults before satisfactorily settling it. It arises

principally from over-the-counter (‘OTC’) derivatives and securities

financing transactions and is calculated in both the trading and non-

trading books. Transactions vary in value by reference to a market

factor such as an interest rate, exchange rate or asset price.

The counterparty risk from derivative transactions is taken into

account when reporting the fair value of derivative positions. The

adjustment to the fair value is known as the credit valuation

adjustment (‘CVA’).

For an analysis of CVAs, see Note 11 on the financial statements.

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| 70 | HSBC Bank plc Annual Report and Accounts  2024 |

Risk

|  |
| --- |
|  |
|  |

The International Swaps and Derivatives Association (‘ISDA’) master

agreement is our preferred agreement for documenting derivatives

activity. It is common, and our preferred practice, for the parties

involved in a derivative transaction to execute a credit support annex

(‘CSA’) in conjunction with the ISDA master agreement. Under a CSA,

collateral is passed between the parties to mitigate the counterparty

risk inherent in outstanding positions. The majority of our CSAs are

with financial institutional clients.

We manage the counterparty exposure on our OTC derivative

contracts by using collateral agreements with counterparties and

netting agreements. Currently, we do not actively manage our general

OTC derivative counterparty exposure in the credit markets, although

we may manage individual exposures in certain circumstances.

We place strict policy restrictions on collateral types and as a

consequence the types of collateral received and pledged are, by

value, highly liquid and of a strong quality, being predominantly cash.

Where a collateral type is required to be approved outside the

collateral policy, approval is required from a committee of senior

representatives from Markets, Legal and Risk.

See Note 28 on the financial statements for details regarding legally

enforceable right of offset in the event of counterparty default and collateral

received in respect of derivatives.

Personal lending

This section presents further disclosures related to personal lending.

It provides details of the countries and products that are driving the

change observed in personal gross loans and advances to customers.

Further product granularity is also provided by stage, with

geographical data presented for gross loans and advances to

customers, loan and other credit-related commitments and financial

guarantees.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Total personal lending for loans and advances to customers at amortised cost by stage distribution | | | | | | | | |
|  | Gross carrying amount | | | | Allowance for ECL | | | |
|  | Stage 1 | Stage 2 | Stage 3 | Total | Stage 1 | Stage 2 | Stage 3 | Total |
|  | £m | £m | £m | £m | £m | £m | £m | £m |
| By portfolio |  |  |  |  |  |  |  |  |
| First lien residential mortgages | 6,725 | 770 | 188 | 7,683 | (5) | (16) | (62) | (83) |
| –  of which: interest only (including offset) | 777 | 193 | 35 | 1,005 | — | — | (10) | (10) |
| –  affordability (including ARMs) | 195 | 5 | — | 200 | — | (1) | — | (1) |
| Other personal lending | 12,008 | 185 | 71 | 12,264 | (9) | (3) | (17) | (29) |
| –  guaranteed loans in respect of residential property | 5,080 | 137 | 14 | 5,231 | (1) | (2) | (2) | (5) |
| –  other personal lending which is secured | 6,662 | 41 | 47 | 6,750 | (6) | — | (8) | (14) |
| –  credit cards | 121 | 4 | 1 | 126 | (1) | (1) | — | (2) |
| –  other personal lending which is unsecured | 114 | 2 | 8 | 124 | (1) | — | (7) | (8) |
| –  motor vehicle finance | 31 | 1 | 1 | 33 | — | — | — | — |
| At 31 Dec 2024 | 18,733 | 955 | 259 | 19,947 | (14) | (19) | (79) | (112) |
| By geography |  |  |  |  |  |  |  |  |
| UK1 | 5,359 | 586 | 32 | 5,977 | (6) | (1) | (4) | (11) |
| France | 5,381 | 143 | 39 | 5,563 | (1) | (2) | (16) | (19) |
| Switzerland | 4,502 | 40 | 42 | 4,584 | (4) | — | (9) | (13) |
| Other countries | 3,491 | 186 | 146 | 3,823 | (3) | (16) | (50) | (69) |
| At 31 Dec 2024 | 18,733 | 955 | 259 | 19,947 | (14) | (19) | (79) | (112) |

1Includes primarily first lien residential mortgages in Channel Islands and Isle of Man.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Total personal lending for loans and other credit-related commitments and financial guarantees1 by stage distribution | | | | | | | | |
|  | Nominal amount | | | | Allowance for ECL | | | |
|  | Stage 1 | Stage 2 | Stage 3 | Total | Stage 1 | Stage 2 | Stage 3 | Total |
|  | £m | £m | £m | £m | £m | £m | £m | £m |
| UK | 422 | 2 | 2 | 426 | — | — | — | — |
| France | 4 | — | — | 4 | — | — | — | — |
| Switzerland | 438 | — | — | 438 | — | — | — | — |
| Other countries | 415 | 3 | — | 418 | — | — | — | — |
| At 31 Dec 2024 | 1,279 | 5 | 2 | 1,286 | — | — | — | — |

1Excludes performance guarantee contracts to which the impairment requirements in IFRS 9 are not applied.

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| HSBC Bank plc Annual Report and Accounts  2024 | 71 |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Total personal lending for loans and advances to customers at amortised cost by stage distribution (continued) | | | | | | | | |
|  | Gross carrying amount | | | | Allowance for ECL | | | |
|  | Stage 1 | Stage 2 | Stage 3 | Total | Stage 1 | Stage 2 | Stage 3 | Total |
|  | £m | £m | £m | £m | £m | £m | £m | £m |
| By portfolio |  |  |  |  |  |  |  |  |
| First lien residential mortgages | 4,915 | 1,029 | 193 | 6,137 | (14) | (15) | (63) | (92) |
| –  of which: interest only (including offset) | 820 | 292 | 27 | 1,139 | — | (1) | (11) | (12) |
| –  affordability (including ARMs) | 221 | 4 | — | 225 | (1) | (1) | — | (2) |
| Other personal lending | 6,532 | 341 | 21 | 6,894 | (6) | (2) | (8) | (16) |
| –  guaranteed loans in respect of residential property | 5,497 | 314 | 11 | 5,822 | — | — | — | — |
| –  other personal lending which is secured | 756 | 19 | 1 | 776 | (1) | — | — | (1) |
| –  credit cards | 121 | 4 | 1 | 126 | (2) | (1) | (1) | (4) |
| –  other personal lending which is unsecured | 129 | 3 | 8 | 140 | (3) | (1) | (7) | (11) |
| –  motor vehicle finance | 29 | 1 | — | 30 | — | — | — | — |
| At 31 Dec 2023 | 11,447 | 1,370 | 214 | 13,031 | (20) | (17) | (71) | (108) |
| By geography |  |  |  |  |  |  |  |  |
| UK1 | 1,810 | 818 | 13 | 2,641 | (2) | (2) | (3) | (7) |
| France | 5,811 | 356 | 37 | 6,204 | — | (1) | (15) | (16) |
| Other countries2 | 3,826 | 196 | 164 | 4,186 | (18) | (14) | (53) | (85) |
| At 31 Dec 2023 | 11,447 | 1,370 | 214 | 13,031 | (20) | (17) | (71) | (108) |

1Includes primarily first lien residential mortgages in Channel Islands and Isle of Man.

2Other countries include HSBC Germany Branch which was presented separately in 2023.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Total personal lending for loans and other credit-related commitments and financial guarantees1 by stage distribution (continued) | | | | | | | | |
|  | Nominal amount | | | | Allowance for ECL | | | |
|  | Stage 1 | Stage 2 | Stage 3 | Total | Stage 1 | Stage 2 | Stage 3 | Total |
|  | £m | £m | £m | £m | £m | £m | £m | £m |
| UK | 330 | 2 | 2 | 334 | — | — | — | — |
| France | 517 | 24 | 1 | 542 | — | — | — | — |
| Other countries | 431 | 3 | — | 434 | — | — | — | — |
| At 31 Dec 2023 | 1,278 | 29 | 3 | 1,310 | — | — | — | — |

1Excludes performance guarantee contracts to which the impairment requirements in IFRS 9 are not applied.

Collateral on loans and advances

The following table provides a quantification of the value of fixed

charges we hold over specific assets where we have a history of

enforcing, and are able to enforce, collateral in satisfying a debt in the

event of the borrower failing to meet its contractual obligations, and

where the collateral is cash or can be realised by sale in an

established market.

The collateral valuation excludes any adjustments for obtaining and

selling the collateral and, in particular, loans shown as not

collateralised or partially collateralised may also benefit from other

forms of credit mitigants.

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| 72 | HSBC Bank plc Annual Report and Accounts  2024 |

Risk

|  |
| --- |
|  |
|  |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Personal lending – residential mortgage loans including loan commitments by level of collateral for key countries/territories by stage | | | | | | | | |
| (Audited) | | | | | | | | |
|  | Gross carrying/nominal amount | | | | ECL coverage | | | |
|  | Stage 1 | Stage 2 | Stage 3 | Total | Stage 1 | Stage 2 | Stage 3 | Total |
|  | £m | £m | £m | £m | % | % | % | % |
| Fully collateralised by LTV ratio | 6,858 | 759 | 137 | 7,754 | 0.1 | 1.7 | 21.9 | 0.6 |
| –  less than 50% | 2,869 | 403 | 57 | 3,329 | — | 1.0 | 14.0 | 0.4 |
| –  51% to 70% | 2,885 | 257 | 49 | 3,191 | 0.1 | 1.6 | 20.4 | 0.5 |
| –  71% to 80% | 796 | 59 | 9 | 864 | 0.1 | 3.4 | 33.3 | 0.7 |
| –  81% to 90% | 261 | 29 | 11 | 301 | — | 6.9 | 36.4 | 2.0 |
| –  91% to 100% | 47 | 11 | 11 | 69 | — | 9.1 | 45.5 | 8.7 |
| Partially collateralised (A): LTV > 100% | 32 | 12 | 51 | 95 | — | 25.0 | 64.7 | 37.9 |
| –  collateral value on A | 23 | 11 | 29 | 63 |  |  |  |  |
| Total at 31 Dec 2024 | 6,890 | 771 | 188 | 7,849 | 0.1 | 2.1 | 33.5 | 1.1 |
| of which: UK |  |  |  |  |  |  |  |  |
| Fully collateralised by LTV ratio | 2,703 | 585 | 27 | 3,315 | — | — | 11.1 | 0.1 |
| –  less than 50% | 1,025 | 311 | 13 | 1,349 | — | — | 7.7 | 0.1 |
| –  51% to 70% | 1,040 | 209 | 13 | 1,262 | — | — | 15.4 | 0.2 |
| –  71% to 80% | 440 | 44 | 1 | 485 | — | — | 10.9 | — |
| –  81% to 90% | 173 | 18 | — | 191 | — | — | — | — |
| –  91% to 100% | 25 | 3 | — | 28 | — | — | — | — |
| Partially collateralised (A): LTV > 100% | 5 | — | — | 5 | — | — | — | — |
| –  collateral value on B | 1 | — | — | 1 |  |  |  |  |
| Total UK at 31 Dec 2024 | 2,708 | 585 | 27 | 3,320 | — | — | 11.1 | 0.1 |
| of which: France |  |  |  |  |  |  |  |  |
| Fully collateralised by LTV ratio | 273 | 4 | 6 | 283 | — | 3.3 | 13.3 | 0.4 |
| –  less than 50% | 107 | 1 | 4 | 112 | — | 2.5 | — | 0.1 |
| –  51% to 70% | 125 | 1 | 2 | 128 | — | 4.5 | 27.5 | 0.5 |
| –  71% to 80% | 26 | 2 | — | 28 | — | 2.5 | — | — |
| –  81% to 90% | 12 | — | — | 12 | — | — | — | — |
| –  91% to 100% | 3 | — | — | 3 | — | — | — | — |
| Partially collateralised (A): LTV > 100% | 5 | — | 12 | 17 | — | — | 66.7 | 47.1 |
| –  collateral value on C | 5 | — | — | 5 |  |  |  |  |
| Total France at 31 Dec 2024 | 278 | 4 | 18 | 300 | — | — | 44.4 | 2.7 |
| of which: Switzerland |  |  |  |  |  |  |  |  |
| Fully collateralised by LTV ratio | 1,165 | — | 4 | 1,169 | 0.1 | — | 50.0 | 0.3 |
| –  less than 50% | 400 | — | 4 | 404 | — | — | 50.0 | 0.5 |
| –  51% to 70% | 703 | — | — | 703 | — | — | — | 0.1 |
| –  71% to 80% | 62 | — | — | 62 | — | — | — | — |
| –  81% to 90% | — | — | — | — | — | — | — | — |
| –  91% to 100% | — | — | — | — | — | — | — | — |
| Partially collateralised (A): LTV > 100% | — | — | — | — | — | — | — | — |
| –  collateral value on D | — | — | — | — |  |  |  |  |
| Total Switzerland at 31 Dec 2024 | 1,165 | — | 4 | 1,169 | 0.1 | — | 50.0 | 0.3 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

|  |  |
| --- | --- |
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| HSBC Bank plc Annual Report and Accounts  2024 | 73 |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Personal lending – residential mortgage loans including loan commitments by level of collateral for key countries/territories by stage (continued) | | | | | | | | |
| (Audited) | | | | | | | | |
|  | Gross carrying/nominal amount | | | | ECL coverage | | | |
|  | Stage 1 | Stage 2 | Stage 3 | Total | Stage 1 | Stage 2 | Stage 3 | Total |
|  | £m | £m | £m | £m | % | % | % | % |
| Fully collateralised by LTV ratio | 5,019 | 1,011 | 125 | 6,155 | 0.3 | 1.2 | 22.4 | 0.9 |
| –  less than 50% | 2,320 | 448 | 59 | 2,827 | 0.2 | 0.9 | 15.3 | 0.6 |
| –  51% to 70% | 1,753 | 352 | 28 | 2,133 | 0.2 | 1.1 | 21.4 | 0.7 |
| –  71% to 80% | 594 | 121 | 11 | 726 | 0.5 | 1.7 | 27.3 | 1.1 |
| –  81% to 90% | 271 | 59 | 15 | 345 | 0.7 | 1.7 | 33.3 | 2.3 |
| –  91% to 100% | 81 | 31 | 12 | 124 | 1.2 | 3.2 | 41.7 | 5.6 |
| Partially collateralised (A): LTV > 100% | 77 | 19 | 68 | 164 | — | 15.8 | 52.9 | 23.8 |
| –  collateral value on A | 33 | 16 | 54 | 103 |  |  |  |  |
| Total at 31 Dec 2023 | 5,096 | 1,030 | 193 | 6,319 | 0.3 | 1.5 | 33.2 | 1.5 |
| of which: UK |  |  |  |  |  |  |  |  |
| Fully collateralised by LTV ratio | 1,752 | 814 | 10 | 2,576 | — | — | 10.0 | — |
| –  less than 50% | 863 | 354 | 9 | 1,226 | — | — | 11.1 | 0.1 |
| –  51% to 70% | 559 | 295 | 1 | 855 | — | — | — | — |
| –  71% to 80% | 179 | 96 | — | 275 | — | — | — | — |
| –  81% to 90% | 102 | 48 | — | 150 | — | — | — | — |
| –  91% to 100% | 49 | 21 | — | 70 | — | — | — | — |
| Partially collateralised (B): LTV > 100% | 9 | 1 | — | 10 | — | — | — | — |
| –  collateral value on B | 3 | 1 | — | 4 |  |  |  |  |
| Total UK at 31 Dec 2023 | 1,761 | 815 | 10 | 2,586 | — | — | 10.0 | — |
| of which: France |  |  |  |  |  |  |  |  |
| Fully collateralised by LTV ratio | 280 | 36 | 6 | 322 | — | — | 16.7 | 0.3 |
| –  less than 50% | 108 | 17 | 5 | 130 | — | — | — | — |
| –  51% to 70% | 126 | 15 | — | 141 | — | — | — | — |
| –  71% to 80% | 30 | 3 | — | 33 | — | — | — | — |
| –  81% to 90% | 14 | 1 | — | 15 | — | — | — | — |
| –  91% to 100% | 2 | — | 1 | 3 | — | — | 100.0 | 33.3 |
| Partially collateralised (C): LTV > 100% | 4 | — | 14 | 18 | — | — | 64.3 | 50.0 |
| –  collateral value on C | 4 | — | 14 | 18 |  |  |  |  |
| Total France at 31 Dec 2023 | 284 | 36 | 20 | 340 | — | — | 50.0 | 2.9 |

|  |
| --- |
|  |
|  |

Treasury risk

Overview

Treasury risk is the risk of having insufficient capital, liquidity or

funding resources to meet financial obligations and satisfy regulatory

requirements, including the risk of adverse impact on earnings or

capital due to structural and transactional foreign exchange

exposures, as well as changes in market interest rates, together with

pension risk and insurance risk.

Treasury risk arises from changes to the respective resources and risk

profiles driven by customer behaviour, management decisions or the

external environment.

Approach and policy

(Audited)

Our objective in the management of treasury risk is to maintain

appropriate levels of capital, liquidity, funding, foreign exchange and

market risk to support our business strategy, and meet our regulatory

and stress testing-related requirements.

Our approach to treasury management is driven by our strategic and

organisational requirements, and considers the regulatory, economic

and commercial environment. We aim to maintain a strong capital and

liquidity base to support the risks inherent in our business and invest

in accordance with our strategy, to meet regulatory requirements at

all times.

Our policy is underpinned by our risk management framework. The

risk management framework incorporates a number of measures

aligned to our assessment of risks for both internal and regulatory

purposes. These risks include credit, market, operational, pensions,

structural and transactional foreign exchange risk, and interest rate

risk in the banking book.

For further details, refer to our Pillar 3 Disclosures at 31 December 2024.



Treasury risk management

Key developments in 2024

– We completed the sale of our retail banking operations in France in

January 2024.

– De-risking remained a focus for our defined benefit plans over

2024 and we have worked with the fiduciaries of the plans to

progress a number of de-risking strategies over the year. This

includes the transfer of the payroll and administration of one of our

smaller plans to an insurer and transitioning of assets to lower risk

investment strategies providing further protection to future market

movements.

– The bank continues its delivery efforts against regulatory

commitments, including enhancements to regulatory reporting and

the implementation of prudential policy changes. We continue to

assess the impact of Basel 3.1 following the PRA announcement

to delay the implementation until 1 January 2027.

– We have significant progress in improving our recovery and

resolution capabilities in line with the Group’s preferred resolution

strategy and regulatory expectations, including the Bank of

England’s (‘BoE’) Resolvability Assessment Framework (‘RAF’).

– We further stabilised our banking net interest income through

extending the average duration of our structural hedge.

Governance and structure

The Chief Risk Officer is the accountable risk steward for all treasury

risks. The Chief Financial Officer is the risk owner for all treasury

risks, with the exception of pension risk which is co-owned with the

regional heads of Performance & Reward.

Capital risk, liquidity risk, interest rate risk in the banking book,

structural foreign exchange risk and transactional foreign exchange

risk are the responsibility of the Executive Committee and the Risk

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| 74 | HSBC Bank plc Annual Report and Accounts  2024 |

Risk

|  |
| --- |
|  |
|  |

Committee. Treasury actively manages these risks on an ongoing

basis, supported by the Asset and Liability Management Committee

(‘ALCO’) and local ALCOs, overseen by Treasury Risk Management.

Pension risk is overseen by the Pension Risk Management Meeting.

Capital, liquidity and funding risk

management processes

Assessment and risk appetite

Our capital management approach is underpinned by a Global Capital

Risk Policy and supporting frameworks for Resolution Planning and

Stress Testing. The policy sets out our approach to determining key

capital risk appetites including CET1, total capital, minimum

requirements for own funds and eligible liabilities (‘MREL’), and the

leverage ratio. Our internal capital adequacy assessment process

(‘ICAAP’) is an assessment of the group’s capital position, outlining

both regulatory and internal capital resources and requirements

resulting from our business model, strategy, risk profile and

management, performance and planning, risks to capital, and the

implications of stress testing. Our assessment of capital adequacy is

driven by an assessment of risks. These risks include credit, market,

operational, pensions, insurance, structural foreign exchange, interest

rate risk in the banking book and group risk. Climate risk is also

considered as part of the ICAAP, and we are continuing to develop

our approach. The group’s ICAAP supports the determination of the

capital risk appetite and target ratios, as well as enabling the

assessment and determination of capital requirements by regulators.

Subsidiaries prepare ICAAPs in line with global guidance, while

considering their local regulatory regimes to determine their own risk

appetites and ratios.

HSBC Holdings provides our MREL, including equity and non-equity

capital. These investments are funded by HSBC Holdings’ own equity

capital and MREL-eligible debt. MREL includes own funds and

liabilities that can be written down or converted into capital resources

in order to absorb losses or recapitalise a bank in the event of its

failure. In line with the HSBC Group's existing structure and business

model, HSBC has three resolution groups – the European resolution

group (of which HSBC Bank plc forms part), the Asian resolution

group and the US resolution group.

We aim to ensure that management has oversight of our liquidity and

funding risks at group and entity level through governance

arrangements, in line with our risk management framework. We

manage liquidity and funding risk in accordance with globally

consistent policies, procedures and reporting standards.

We are required to meet internal minimum requirements and any

applicable regulatory requirements at all times. These requirements

are assessed through our internal liquidity adequacy assessment

process ('ILAAP'), which ensures that we have strategies, policies,

processes and systems for the identification, measurement,

management and monitoring of liquidity risk over an appropriate set of

time horizons, including intra-day. The ILAAP informs the setting of

risk appetite. It also assesses our capability to manage liquidity and

funding effectively. These metrics are set and managed locally but are

subject to global review and challenge to ensure consistency of

approach and application of the HSBC Group’s policies and controls.

Planning and performance

Capital and RWA plans form part of the annual financial resource plan

that is approved by the Board. Capital and RWA forecasts are

submitted to the ALCO on a monthly basis, and capital and RWAs are

monitored and managed against the plan. The responsibility for global

capital allocation principles rests with the HSBC Group Chief Financial

Officer, supported by the HSBC Group Capital Management Meeting.

This is a specialist forum addressing capital management, reporting

into Holdings ALCO.

Through our internal governance processes, we seek to strengthen

discipline over our investment and capital allocation decisions, and to

ensure that returns on investment meet management’s objectives.

The Group allocates financial resources to businesses and entities to

support the execution of our strategy and to meet their regulatory and

economic capital needs. We evaluate and manage business returns

by using a return on average tangible equity measure and a related

economic profit measure.

Funding and liquidity plans also form part of the financial resource

plan. The Board-level appetite measures are the liquidity coverage

ratio (‘LCR’) and net stable funding ratio (‘NSFR’), together with an

internal liquidity metric. In addition, we use a wider set of measures

to manage an appropriate funding and liquidity profile, including legal

entity depositor concentration limits, intra-day liquidity, forward-

looking funding assessments and other key measures.

Risks to capital and liquidity

Outside the stress testing framework, other risks may be identified

that have the potential to affect our RWAs, capital and/or liquidity

position. Downside and Upside scenarios are assessed against our

management objectives, and mitigating actions are assigned as

necessary. We closely monitor future regulatory developments and

continue to evaluate the impact of these upon our capital and liquidity

requirements, particularly those related to the UK’s implementation of

the outstanding measures to be implemented from the Basel III

reforms (‘Basel 3.1‘).

Regulatory developments

The Prudential Regulation Authority (‘PRA‘) published the second part

of its near-final rules on the UK’s implementation of Basel 3.1 on

12 September 2024. On 17 January 2025, the PRA revised the

implementation date to 1 January 2027 to allow greater clarity

regarding implementation in the United States. The Risk Weighted

Asset (RWA) output floor is now subject to a three-year transitional

provision, ensuring that the date for full implementation remains

1 January 2030. We continue to assess the impact of Basel 3.1

standards on our capital, including the recent release of more

beneficial PRA near-final rules, developments in the US and

associated implementation challenges (including data provision).

Regulatory reporting processes and controls

We are advancing a comprehensive initiative aimed at strengthening

our global regulatory reporting processes and making them more

sustainable. This multifaceted programme includes enhancing data,

consistency and controls. This remains a top priority for both HSBC

management and regulatory authorities.

While this programme continues, there may be further impacts on

some of our regulatory ratios, such as the CET1, LCR and NSFR, as

we implement recommended changes and continue to enhance our

controls across the process.

Stress testing and recovery planning

The group uses stress testing to inform management of the capital

and liquidity needed to withstand internal and external shocks,

including a global economic downturn or a systems failure. Stress

testing results are also used to inform risk mitigation actions, input

into global business performance through tangible equity allocation,

and recovery and resolution planning, as well as to re-evaluate

business plans where analysis shows capital, liquidity and/or returns

do not meet their target.

In addition to a range of internal stress tests, we are subject to

supervisory stress testing by the PRA and BoE. Our subsidiaries may

also be subject to supervisory stress tests, including by the European

Banking Authority and the European Central Bank. The results of

regulatory stress testing and our internal stress tests are used when

assessing our internal capital and liquidity requirements through the

ICAAP and ILAAP. The outcomes of stress testing exercises carried

out by the PRA and other regulators inform the setting of regulatory

minimum ratios and buffers.

We maintain recovery plans for the group and material entities, which

set out potential options management could take in a range of stress

scenarios that could result in a breach of capital or liquidity buffers.

They also set out the framework and governance arrangements to

support restoring the group to a stable and viable position, and so

lowering the probability of failure from either idiosyncratic company-

specific stress or systemic market-wide issues. Our recovery plans

provide detailed actions that management would consider taking in a

stress scenario should our position deteriorate and threaten to breach

risk appetite and regulatory minimum levels. This is to help ensure

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts  2024 | 75 |

that we can stabilise our financial position and recover from financial

losses in a stress environment.

The HSBC Group, including HSBC Bank plc, also has capabilities,

resources and arrangements in place to address the unlikely event

that HSBC might not be recoverable and would therefore need to be

resolved by regulators. In August 2024, the Group and the BoE

publicly disclosed the status of HSBC’s progress against the BoE’s

Resolvability Assessment Framework ('RAF'). The BoE acknowledged

the significant progress made by HSBC in enhancing its resolvability

capabilities.

Overall, our recovery and resolution planning helps safeguard the

group’s financial and operational stability. HSBC has a programme of

continuous improvement to maintain and enhance its recovery and

resolution capabilities, ensuring it continues to meet the BoE’s

expectations and RAF requirements.

Measurement of interest rate risk in the

banking book processes

Assessment and risk appetite

Interest rate risk in the banking book ('IRRBB') is the risk of an

adverse impact to earnings or capital due to changes in market

interest rates or changes in expected interest rate repricing of client

products that impact banking book positions. It is generated by our

non-traded assets and liabilities, specifically loans, deposits and

financial instruments that are either not held for trading intent or in

order to hedge positions held with trading intent.

Our Global IRRBB Risk Management Framework is designed to

ensure that all material sources of IRRBB are identified, measured,

managed, and monitored with policies and frameworks in place.

Our interest rate risk in the banking book is measured and managed

using a combination of economic value and earnings-based measures

to ensure that the balance between stabilising earnings and

generating value sensitivity is managed appropriately. These metrics

measure IRRBB risks across the banking book, to support the overall

monitoring against risk appetite, including:

– Banking Net Interest Income ('BNII') Sensitivity; and

– Economic Value of Equity ('EVE') Sensitivity.

Banking net interest income sensitivity

BNII sensitivity captures the risk to earnings generated from the

Banking Book from changes in interest rates over a 12-month period

using static rolling balance sheet assumptions.

The static rolling balance sheet assumption is in place to ensure that

IRRBB management actions are focused on risks which can be

managed within Treasury. A notable exception to this is related to the

price sensitivity of certain interest-bearing non-maturity deposits,

where we apply dynamic assumptions to help ensure we capture any

potential margin widening or compression over the corresponding

shock horizon and rate scenario.

Economic value of equity sensitivity

EVE measures the present value of our banking book assets and

liabilities excluding equity, based on a run-off balance sheet. EVE

sensitivity measures the impact to EVE from a movement in interest

rates, including the assumed term profile of non-maturing deposits

having adjusted for stability and price sensitivity. It is measured and

reported as part of our internal risk metrics, regulatory rules (including

the Supervisory Outlier Test) and external Pillar 3 disclosures.

Other Risks

Structural foreign exchange exposures

Structural foreign exchange exposures arise from capital invested or

net assets in a foreign operation. A foreign operation is defined as a

subsidiary, associate, joint arrangement or branch where the activities

are conducted in a currency other than that of the reporting entity. An

entity’s functional reporting currency is normally that of the primary

economic environment in which the entity operates.

Exchange differences on structural exposures are recognised in other

comprehensive income (‘OCI’). We use the pound sterling as our

presentation currency in our consolidated financial statements.

Therefore, our consolidated balance sheet is affected by exchange

differences between the pound sterling and all the other functional

currencies of underlying foreign operations.

Our structural foreign exchange exposures are managed with the

primary objective of ensuring, where practical, that our most

constraining capital ratio is largely protected from the effect of

changes in exchange rates. For capital efficiency reasons, we rely on

net investment hedges held at HSBC Holdings plc to manage our

structural foreign exchange positions.

For further details of our structural foreign exchange exposures, see page

[79](#i5a30e07aa0f9485294a3e6f22826b4cf_947).

Transaction foreign exchange exposures

Transactional foreign exchange risk arises primarily from day-to-day

transactions in the banking book generating profit and loss or FVOCI

reserves in a currency other than the reporting currency of the

operating entity. Transactional foreign exchange exposure generated

through profit and loss is periodically transferred to Markets and

Securities Services with the exception of limited residual foreign

exchange exposure arising from timing differences or other reasons.

Transactional foreign exchange exposure generated through OCI

reserves is managed by Markets Treasury business within approved

appetite.

Non-trading Value at Risk

Non-trading portfolios comprise positions that primarily arise from the

interest rate management of our retail and commercial banking assets

and liabilities, financial investments measured at FVOCI or amortised

cost, debt instruments measured at amortised cost, and exposures

arising from our insurance operations.

The following table summarises the main business areas where non-

trading market risks reside, and the market risk measures used to

monitor and limit exposures.

|  |  |
| --- | --- |
|  |  |
|  | Non-trading risk |
| Risk types | – Interest rates  – Credit spreads |
| Risk measure | Value at risk | Sensitivity | Stress testing |

Value at risk (‘VaR’) of non-trading portfolios is a technique for

estimating potential losses on risk positions as a result of movements

in market rates and prices over a specified time horizon and to a given

level of confidence. The use of VaR is integrated into the market risk

management of non-trading portfolios to have a complete picture of

risk, complementing risk sensitivity analysis.

Our models are predominantly based on historical simulation that

incorporates the following features:

– historical market rates and prices, which are calculated with

reference to interest rates, credit spreads and the associated

volatilities;

– potential market movements that are calculated with reference to

data from the past two years; and

– calculations to a 99% confidence level and using a 10-day holding

period.

Although a valuable guide to risk, VaR is used for non-trading

portfolios with awareness of its limitations. For example:

– The use of historical data as a proxy for estimating future market

moves may not encompass all potential market events, particularly

those that are extreme in nature. As the model is calibrated on the

last 500 business days, it does not adjust instantaneously to a

change in market regime.

– The use of a 10-day holding period for risk management purposes

of non-trading books is only an indication of exposure and not

indicative of the time period required to hedge or liquidate

positions.

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| 76 | HSBC Bank plc Annual Report and Accounts  2024 |

Risk

|  |
| --- |
|  |
|  |

– The use of a 99% confidence level by definition does not take into

account losses that might occur beyond this level of confidence.

Non-trading VaR includes non-trading financial instruments held in

portfolios managed by Treasury.

Non-trading portfolios

Value at risk of the non-trading portfolios

(Audited)

The non-trading VaR in 2024 was driven by interest rate risk in the

banking book arising from Markets Treasury and ALCM book

positions. The non-trading VaR averaged £120.7m this year, with the

high in 2Q24 at £216.3m and low of £54.8m coming in 3Q24.

Markets remained volatile throughout 2024 driven by geopolitical

events, persistent levels of inflation and economic growth concerns

that delayed the pace of central bank interest rate cuts. Non-trading

VaR trended upwards in the first half of 2024 as yields moved higher

as inflation data delayed the rate cut cycle and the Markets Treasury

business increased G3 sovereign bond holdings on an outright basis,

reaching a peak in the non-trading VaR of £216.3m. As expectations

of economic conditions improved and central banks began their first

rate cuts, yields fell and Markets Treasury positions were reduced in

3Q24 bringing the VaR down to the low of £54.8m. Towards the end

of the year, bond yields increased again on fiscal and political

developments and outright positions increased again, finishing the

year at a VaR of £133.7m.

|  |
| --- |
|  |
| Daily VaR (non-trading portfolios), 99% 10 day (£m) |





|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
| Dec-23 | Jan-24 | Feb-24 | Mar-24 | April-24 | May-24 | Jun-24 | Jul-24 | Aug-24 | Sep-24 | Oct-24 | Nov-24 | Dec-24 |

The group’s non-trading VaR for the year is shown in the table below.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Non-trading VaR, 99% 10 day | | | | |
| (Audited) | | | | |
|  | Interest rate  ('IR') | Credit  spread  ('CS') | Portfolio  diversification1 | Total2 |
|  | £m | £m | £m | £m |
| Balance at 31 Dec 2024 | 101.0 | 41.1 | (8.4) | 133.7 |
| Average | 114.4 | 38.0 | (31.6) | 120.7 |
| Maximum | 202.3 | 57.7 |  | 216.3 |
| Minimum | 41.5 | 29.1 |  | 54.8 |
|  |  |  |  |  |
| Balance at 31 Dec 20233 | 101.1 | 23.9 | (21.5) | 103.5 |
| Average | 91.0 | 26.1 | (25.5) | 91.6 |
| Maximum | 126.5 | 42.0 |  | 118.3 |
| Minimum | 45.8 | 19.3 |  | 53.4 |

1Portfolio diversification is the market risk dispersion effect of holding a portfolio containing different risk types. It represents the reduction in unsystematic

market risk that occurs when combining a number of different risk types, for example, interest rate, equity and foreign exchange, together in one portfolio. It is

measured as the difference between the sum of the VaR by individual risk type and the combined total VaR. A negative number represents the benefit of

portfolio diversification. As the maximum occurs on different days for different risk types, it is not meaningful to calculate a portfolio diversification benefit for this

measure.

2The total VaR is non-additive across risk types due to diversification effect.

3From 1Q24, we adopted a methodology change to measure non-trading VaR over a 10 day holding period as opposed to 1 day in order to better reflect longer

average time horizons in the management of non-trading portfolios compared with trading portfolios. Comparative data at 31 December 2023 has been restated

on a 10 day basis accordingly, using a scalar approach that results in restated numbers being approximately three times higher than previously reported 1 day

basis numbers.

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts  2024 | 77 |

Pension risk management processes

HSBC provides future pension benefits on a defined contribution

basis from many of its European operations. However, there remain

future defined benefit pensions provided in the region.

Pension plans are run by local fiduciaries in line with local legislative

requirements. The largest pension plan is the HSBC Switzerland

Pension Plan which is regulated by Swiss Federal law.

In defined contribution pension plans, the contributions that HSBC is

required to make are known, while the ultimate pension benefit will

vary, typically with investment returns achieved by investment

choices made by the employee.

While the market risk to HSBC of defined contribution plans is low, it

is still exposed to operational and reputational risk.

In defined benefit pension plans, the level of pension benefit is

known. Therefore, the level of contributions required by HSBC will

vary due to a number of risks, including:

– investments delivering a return below that required to provide the

projected plan benefits;

– the prevailing economic environment leading to corporate failures,

thus triggering write-downs in asset values (both equity and debt);

– a change in either interest rates or inflation, causing an increase in

the value of the plan liabilities; and

– plan members living longer than expected (known as longevity

risk).

Pension risk is assessed using an economic capital model that takes

into account potential variations in these factors.

The impact of these variations on both pension assets and pension

liabilities is assessed using a 1-in-200-year stress test. Scenario

analysis and other stress tests are also used to support pension risk

management.

To fund the benefits associated with defined benefit plans,

sponsoring group companies, and in some instances employees,

make regular contributions in accordance with advice from actuaries

and in consultation with the plan’s fiduciaries where relevant. These

contributions are normally set to ensure that there are sufficient funds

to meet the cost of the accruing benefits for the future service of

active members. However, higher contributions are required when

plan assets are considered insufficient to cover the existing pension

liabilities. Contribution rates are typically revised annually or once

every three years, depending on the plan.

The defined benefit plans invest contributions in a range of

investments designed to limit the risk of assets failing to meet a

plan’s liabilities. Any changes in expected returns from the

investments may also change future contribution requirements. In

pursuit of these long-term objectives, an overall target allocation of

the defined benefit plan assets between asset classes is established.

In addition, each permitted asset class has its own benchmarks, such

as stock market or property valuation indices or liability

characteristics. The benchmarks are reviewed at least once every

three to five years and more frequently if required by local legislation

or circumstances. The process generally involves an extensive asset

and liability review.

Capital risk in 2024

Capital overview

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Capital adequacy metrics | | |
|  | At | |
|  | 31 Dec 2024 | 31 Dec 2023 |
| Risk-weighted assets ('RWAs') (£m) |  |  |
| Credit risk | 61,456 | 61,983 |
| Counterparty credit risk | 18,228 | 17,066 |
| Market risk | 18,519 | 15,525 |
| Operational risk | 14,048 | 12,875 |
| Total RWAs | 112,251 | 107,449 |
| Capital on a transitional basis (£m) |  |  |
| Common equity tier 1 ('CET1') capital | 21,896 | 19,230 |
| Tier 1 capital | 25,828 | 23,124 |
| Total capital | 41,306 | 37,131 |
| Capital ratios on a transitional basis (%) |  |  |
| Common equity tier 1 | 19.5 | 17.9 |
| Total tier 1 | 23.0 | 21.5 |
| Total capital ratio | 36.8 | 34.6 |
| Leverage ratio (fully phased-in) |  |  |
| Tier 1 capital (£m) | 25,828 | 23,124 |
| Total leverage ratio exposure measure (£m) | 468,557 | 455,852 |
| Leverage ratio (%) | 5.5 | 5.1 |

References to EU regulations and directives (including technical

standards) should, as applicable, be read as references to the UK's

version of such regulation and/or directive, as onshored into UK law

under the European Union (Withdrawal) Act 2018, and as may be

subsequently amended under UK law.

Capital figures and ratios in the previous table are calculated in

accordance with the regulatory requirements of the Capital

Requirements Regulation and Directive, the CRR II regulation and the

Prudential Regulation Authority (‘PRA’) Rulebook (‘CRR II’).

Leverage ratios are calculated using the end point definition of capital

and the IFRS 9 regulatory transitional arrangements.

|  |  |
| --- | --- |
|  |  |
| 78 | HSBC Bank plc Annual Report and Accounts  2024 |

Risk

|  |
| --- |
|  |
|  |

Own funds

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Own funds disclosure | | | |
| (Audited) | |  | |
|  |  | At | |
|  |  | 31 Dec 2024 | 31 Dec 2023 |
| Ref\* |  | £m | £m |
|  | Common equity tier 1 (‘CET1’) capital: instruments and reserves^ |  |  |
| 1 | Capital instruments and the related share premium accounts | 4,379 | 1,801 |
|  | –  ordinary shares | 4,379 | 1,801 |
| 2 | Retained earnings1 | 24,328 | 23,969 |
| 3 | Accumulated other comprehensive income (and other reserves)1 | (6,448) | (6,083) |
| 5 | Minority interests (amount allowed in consolidated CET1) | 89 | 77 |
| 5a | Independently reviewed interim net profits net of any foreseeable charge or dividend | 716 | 742 |
| 6 | Common equity tier 1 capital before regulatory adjustments | 23,064 | 20,506 |
| 28 | Total regulatory adjustments to common equity tier 1 | (1,168) | (1,276) |
| 29 | Common equity tier 1 capital | 21,896 | 19,230 |
| 36 | Additional tier 1 capital before regulatory adjustments | 3,932 | 3,941 |
| 43 | Total regulatory adjustments to additional tier 1 capital | — | (47) |
| 44 | Additional tier 1 capital | 3,932 | 3,894 |
| 45 | Tier 1 capital | 25,828 | 23,124 |
| 51 | Tier 2 capital before regulatory adjustments | 15,835 | 14,403 |
| 57 | Total regulatory adjustments to tier 2 capital | (357) | (396) |
| 58 | Tier 2 capital | 15,478 | 14,007 |
| 59 | Total capital | 41,306 | 37,131 |

\*The references identify the lines prescribed in the template, that are applicable and where there is a value.

^Figures have been prepared on an IFRS 9 transitional basis. At 31 December 2024, the IFRS 9 add-back to CET1 capital and the related tax have not been applied

as they were immaterial.

1We have updated the classification between components of shareholders’ equity to present ‘Retained Earnings’ separately in Row 2 and ‘Accumulated other

comprehensive income (and other reserves)’ in Row 3. The comparatives have been aligned accordingly.

At 31 December 2024, our common equity tier 1 ('CET1') capital ratio

increased to 19.5% from 17.9% at 31 December 2023. The key

drivers of the increase in our CET1 ratio were:

– a 2.8 percentage point increase from a new capital issuance and

capital generation through profits net of dividends;

– a (0.9) percentage point decrease driven by higher RWAs, mainly

due to an increase in balance sheet exposures, primarily in foreign

exchange, SFTs and corporate lending. This was further

supplemented by model updates;

– a (0.3) percentage point decrease from unfavourable FX

movement and other movements in own funds.

Throughout 2024, we complied with the PRA's regulatory capital

adequacy requirements, including those relating to stress testing.

Risk-weighted assets

|  |  |
| --- | --- |
|  |  |
| RWA movement by key driver | |
|  | Total  RWAs |
|  | £m |
| RWAs at 1 Jan 2024 | 107,449 |
| Asset size | 4,019 |
| Asset quality | 231 |
| Model updates | 764 |
| Methodology and policy | 111 |
| Acquisitions, disposals and transfers | 778 |
| Foreign exchange movement | (1,101) |
| Total RWA movement | 4,802 |
| RWAs at 31 Dec 2024 | 112,251 |

RWAs increased by £4.8bn during the year. Excluding foreign

currency translation differences of £(1.1)bn, RWAs rose by £5.9bn,

mainly due to:

Asset size

The £4.0bn increase in Asset size is mainly driven by:

– £2.2bn rise in Market Risk RWAs due to higher foreign exchange

exposures and incremental risk charge from higher positions.

– £1.0bn rise in Operational Risk RWA due to higher average

revenue in the annual recalculation of operational risk;

– £0.7bn rise in Counterparty Credit Risk RWA driven by the

increase in cash exposures and the Securities Financing

Transactions portfolio; and

– £0.1bn rise in Credit Risk driven by the increase in corporate

lending and sovereign exposures.

Asset quality

The £0.2bn increase in RWAs is mainly attributed to changes in the

mix of our portfolio.

Model updates

The £0.8bn rise in RWAs is primarily attributable to a revision in the

definition of default in our Probability of Default (‘PD’) models for

exposures to financial institutions.

Methodology and policy

The £0.1bn increase in RWAs is primarily due to updates in

methodology for securitisation positions in Market risk.

Acquisitions and disposals

The £0.8bn increase in RWAs is driven by acquisition of HSBC Private

Bank (Suisse) SA, partly offset by sale of our retail operations in

France.

Leverage ratio

Our leverage ratio was  5.5 % at 31 December 2024, up from 5.1% at

31 December 2023. The increase in Tier1 capital led to a rise of 0.6

percentage points in the leverage ratio. This was offset by a fall of 0.2

percentage points due to rise in leverage exposure driven by balance

sheet growth.

At 31 December 2024, our UK minimum leverage ratio requirement of

3.25% was supplemented by a countercyclical leverage ratio buffer of

0.40%. The leverage ratio is expressed in terms of Tier1 capital, but

these buffers translated to CET1 capital values of £1.9bn. We

exceeded these leverage requirements throughout 2024.

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts  2024 | 79 |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Leverage ratio | |  |
|  | At | |
|  | 31 Dec 2024 | 31 Dec 2023 |
|  | £bn | £bn |
| Tier 1 capital | 25,828 | 23,124 |
| Total leverage ratio exposure | 468,557 | 455,852 |
|  | % | % |
| Leverage ratio | 5.5 | 5.1 |

Pillar 3 disclosure requirements

Pillar 3 of the Basel regulatory framework is related to market

discipline and aims to make financial services firms more transparent

by requiring publication of wide-ranging information on their risks,

capital and management. Our Pillar 3 Disclosures at 31 December

2024 is published on our website, www.hsbc.com/investors.

Structural foreign exchange exposures

The group’s structural foreign currency exposure is represented by

the net assets or capital investments in subsidiaries, branches, joint

arrangements or associates, the functional currencies of which are

currencies other than the sterling.

For our policies and procedures for managing structural foreign

exchange exposures, see page [75](#i75211bdf988b4de5885e555034d64ad5_8668) of the ‘Risk management’ section.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Net structural foreign exchange exposures | | | | |
|  | | | 2024 | 2023 |
|  | | | £m | £m |
| Currency of structural exposure | | |  |  |
| Euro | | | 11,804 | 10,117 |
| US Dollars | | | 1,053 | 1,482 |
| Swiss Franc | | | 843 | 85 |
| South African Rand | | | 306 | 287 |
| Israeli New Shekel | | | 133 | 107 |
| Polish Zloty | | | 129 | 86 |
| Others, each less than £100m | | | 31 | 139 |
| At 31 Dec | | | 14,299 | 12,303 |

Liquidity and funding risk in 2024

Liquidity metrics

At 31 December 2024, all of the group material operating entities

were above the required regulatory minimum liquidity and funding

levels. Each entity maintains sufficient unencumbered liquid assets to

comply with local and regulatory requirements. Each entity maintains

a sufficient stable funding profile and is assessed using the NSFR or

other appropriate metrics.

In addition to regulatory metrics, we use a wide set of measures to

manage our liquidity and funding profile.

Liquidity coverage ratio

The LCR aims to ensure that a bank has sufficient unencumbered

high-quality liquid assets ('HQLA') to meet its liquidity needs in a 30-

calendar-day liquidity stress scenario. HQLA consist of cash or assets

that can be converted into cash at little or no loss of value in markets.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| LCR1 | | |
|  | At | |
|  | 31 Dec 2024 | 31 Dec 2023 |
|  | % | % |
| HSBC Bank plc | 148 | 148 |

Net stable funding ratio

The Net Stable Funding Ratio (‘NSFR’) requires institutions to

maintain sufficient stable funding relative to required stable funding,

and reflects a bank’s long-term funding profile (funding with a term of

more than a year).

|  |  |  |
| --- | --- | --- |
|  |  |  |
| NSFR1 | | |
|  | At | |
|  | 31 Dec 2024 | 31 Dec 2023 |
|  | % | % |
| HSBC Bank plc | 115 | 116 |

Depositor concentration and term funding

maturity concentration

The LCR and NSFR metrics assume a stressed outflow based on a

portfolio of depositors within each depositor segment. To ensure the

validity of these assumptions in the sense that the deposit base is

sufficiently diversified, the depositor concentration is monitored on an

ongoing basis.

In addition to this, operating entities monitor the term funding

maturity concentration metric to ensure they are not overly exposed

to term funding concentration of wholesale market counterparts by

the current maturity profile in any defined period.

Liquid assets

The table below shows the weighted liquidity value of assets

categorised as liquid, which is used for the purposes of calculating the

LCR metric. This reflects the stock of unencumbered liquid assets at

the reporting date, using the regulatory definition of liquid assets.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Liquid assets | |  |
|  | At Estimated  liquidity value | At Estimated  liquidity value |
|  | 31 Dec 2024 | 31 Dec 2023 |
|  | £m | £m |
| HSBC Bank plc |  |  |
| Level 1 | 108,284 | 88,678 |
| Level 2a | 6,881 | 8,699 |
| Level 2b | 4,812 | 6,051 |

1 The LCR and NSFR ratios presented in the tables are based on average

value. The LCR is the average of the preceding 12 months. The NSFR is the

average of preceding quarters. Prior period numbers have been restated for

consistency.

Sources of funding

Our primary sources of funding are customer current accounts, repo

and wholesale securities. We issue secured and unsecured wholesale

securities to supplement customer deposits, meet regulatory

obligations and to change the currency mix, maturity profile or

location of our liabilities.

The following ‘Funding sources’ and ‘Funding uses’ tables provide a

view of how our consolidated balance sheet is funded. In practice, all

the principal operating entities are required to manage liquidity and

funding risk on a stand-alone basis.

The tables analyse our consolidated balance sheet according to the

assets that primarily arise from operating activities and the sources of

funding primarily supporting these activities. Assets and liabilities that

do not arise from operating activities are presented as a net balancing

source or deployment of funds.

|  |  |
| --- | --- |
|  |  |
| 80 | HSBC Bank plc Annual Report and Accounts  2024 |

Risk

|  |
| --- |
|  |
|  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Funding sources and uses for the group | | |
|  | 2024 | 2023 |
|  | £m | £m |
| Sources |  |  |
| Customer accounts | 242,303 | 222,941 |
| Deposits by banks | 26,515 | 22,943 |
| Repurchase agreements – non-trading | 40,384 | 53,416 |
| Debt securities in issue | 19,461 | 13,443 |
| Cash collateral, margin, settlement accounts and  items in course of transmission to other banks | 44,569 | 55,210 |
| Liabilities of disposal groups held for sale | 23,110 | 20,684 |
| Subordinated liabilities | 16,908 | 14,920 |
| Financial liabilities designated at fair value | 37,443 | 32,545 |
| Insurance contract liabilities | 3,424 | 20,595 |
| Trading liabilities | 42,633 | 42,276 |
| –  repos | 12,468 | 7,929 |
| –  stock lending | 2,568 | 2,190 |
| –  other trading liabilities | 27,597 | 32,157 |
| Total equity | 27,053 | 24,505 |
| Other balance sheet liabilities | 203,527 | 179,492 |
| At 31 Dec | 727,330 | 702,970 |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Uses |  |  |
| Loans and advances to customers | 82,666 | 75,491 |
| Loans and advances to banks | 14,521 | 14,371 |
| Reverse repurchase agreements – non-trading | 53,612 | 73,494 |
| Cash collateral, margin, settlement accounts and  items in course of collection from other banks | 45,707 | 54,268 |
| Assets held for sale | 21,606 | 20,368 |
| Trading assets | 116,042 | 100,696 |
| –  reverse repos | 9,275 | 8,510 |
| –  stock borrowing | 4,474 | 8,713 |
| –  other trading assets | 102,293 | 83,473 |
| Financial investments | 52,216 | 46,368 |
| Cash and balances with central banks | 119,184 | 110,618 |
| Other balance sheet assets | 221,776 | 207,296 |
| At 31 Dec | 727,330 | 702,970 |

Contingent liquidity risk arising from committed lending facilities

The group provides customers with committed facilities such as

standby facilities to corporate customers and committed backstop

lines to conduits sponsored by the group. All of the undrawn

commitments provided to conduits or external customers are

accounted for in the LCR and NSFR in line with the applicable

regulations.

This ensures that under a stress scenario any additional outflow

generated by increased utilisation of these committed facilities by

either customers or the group’s sponsored conduits is appropriately

reflected in our liquidity and funding position.

In relation to commitments to customers, the table below shows the

level of undrawn commitments outstanding in terms of the five

largest single facilities and the largest market sector.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| The group’s contractual exposures at 31 December monitored under the contingent liquidity risk limit structure | | |
|  | 2024 | 2023 |
|  | £bn | £bn |
| Commitments to conduits |  |  |
| Multi-seller conduits1 |  |  |
| –  total lines | 1.9 | 3.6 |
| –  largest individual lines | 0.2 | 0.2 |
| Securities investment conduits – total lines | 0.8 | 1.0 |
| Commitments to customers |  |  |
| –  five largest2 | 4.2 | 3.5 |
| –  largest market sector3 | 14.1 | 14.4 |

1Exposures relate to the Regency multi-seller conduit. This vehicle provides funding to group customers by issuing debt secured by a diversified pool of customer-

originated assets.

2Represents the undrawn balance for the five largest committed liquidity facilities provided to customers, other than those facilities to conduits.

3Represents the undrawn balance for the total of all committed liquidity facilities provided to the largest market sector, other than those facilities to conduits.

Asset encumbrance and collateral management

An asset is defined as encumbered if it has been pledged as collateral

against an existing liability and, as a result, is no longer available to the

group to secure funding, satisfy collateral needs or be sold to reduce

the funding requirement. Collateral is managed on an operating entity

basis consistent with the approach to managing liquidity and funding.

Available collateral held in an operating entity is managed as a single

consistent collateral pool from which each operating entity will seek

to optimise the use of the available collateral. The objective of this

disclosure is to facilitate an understanding of available and

unrestricted assets that could be used to support potential future

funding and collateral needs. The disclosure is not designed to

identify assets which would be available to meet the claims of

creditors or to predict assets that would be available to creditors in

the event of a resolution or bankruptcy.

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts  2024 | 81 |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Summary of assets available to support potential future funding and collateral needs (on- and off-balance sheet) | | |
|  | 2024 | 2023 |
|  | £m | £m |
| Total on-balance sheet assets at 31 Dec | 727,330 | 702,970 |
| Less: |  |  |
| –  reverse repo/stock borrowing receivables and derivative assets | (265,533) | (264,834) |
| –  other assets that cannot be pledged as collateral | (27,827) | (59,134) |
| Total on-balance sheet assets that can support funding and collateral needs at 31 Dec | 433,970 | 379,002 |
| Add: off-balance sheet assets |  |  |
| –  fair value of collateral received in relation to reverse repo/stock borrowing/derivatives that is available to sell or repledge | 229,236 | 224,836 |
| Total assets that can support future funding and collateral needs | 663,206 | 603,838 |
| Less: |  |  |
| –  on-balance sheet assets pledged | (110,418) | (97,077) |
| –  re-pledging of off-balance sheet collateral received in relation to reverse repo/stock borrowing/derivatives | (172,606) | (175,100) |
| Assets available to support funding and collateral needs at 31 Dec | 380,182 | 331,661 |

Interest rate risk in the banking book in 2024

Banking net interest income sensitivity

Banking NII Sensitivity analyses the sensitivity of our banking net

interest income to interest rate shocks. This metric, which was

introduced in our Annual Report and Accounts 2023, includes the

sensitivity coming from banking book liabilities which is funding

trading book assets, as well as the currency impacts of vanilla foreign

exchange swaps to optimise cash management across the Group.

Banking NII Sensitivity is therefore a more comprehensive measure

than NII Sensitivity which was disclosed previously and is aligned with

the presentation of banking net interest income as an alternative

performance measure intended to approximate the Group’s banking

revenue that is directly impacted by changes in interest rates.

The sensitivities shown represent a hypothetical simulation of the

base case banking NII, assuming a static balance sheet (specifically

no assumed migration from current account to term deposits), and no

management actions from Global Treasury. This also incorporates the

effect of interest rate behaviouralisation, hypothetical managed rate

product pricing assumptions, prepayment of mortgages and deposit

stability. The sensitivity calculations exclude pensions, insurance

exposures, and our interest in associates.

The sensitivity analysis performed in the case of a down-shock does

not include floors to market rates, and it does not include floors on

some wholesale assets and liabilities. However, floors have been

maintained for deposits and loans to customers where this is

contractual or where negative rates would not be applied.

As the market and policy rates move, the degree to which these

changes are passed on to customers will vary based on a number of

factors, including the absolute level of market rates, regulatory and

contractual frameworks, and competitive dynamics. To aid

comparability between markets, we have simplified the basis of

preparation for our disclosure and have used a 50% pass-on

assumption for major entities on certain interest-bearing deposits. Our

asset pass-on assumptions are largely in line with our contractual

agreements or established market practice, which typically results in a

significant portion of interest rate changes being passed on.

An immediate interest rate rise of 100bps would increase projected

banking NII by £52m. An immediate interest rate fall of 100bps would

decrease projected banking NII by £52m.

The sensitivity of banking NII for 12 months as at 31 December 2024

decreased by £44m in the plus 100bps parallel shock and by £44m in

the minus 100bps parallel shock, when compared with 31 December

2023. The key drivers of the reduction in banking NII sensitivity are

the increase in stabilisation activities in line with our strategy.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Banking NII sensitivity to an instantaneous change in yield curves | | | | |
|  | +100bps parallel | -100bps parallel | -100bps parallel | |
|  | £m | £m | £m | £m |
|  | Year 1 (Jan 2025 to Dec 2025) | | Year 2 (Jan 2026 to Dec 2026) | Year 3 (Jan 2027 to Dec 2027) |
| Based on balance sheet at  31 Dec 2024 | 52 | (52) | (44) | (110) |
|  |  |  |  |  |
|  | Year 1 (Jan 2024 to Dec 2024) | | Year 2 (Jan 2025 to Dec 2025) | Year 3 (Jan 2026 to Dec 2026) |
| Based on balance sheet at  31 Dec 2023 | 96 | (96) | (142) | (214) |

|  |  |
| --- | --- |
|  |  |
| 82 | HSBC Bank plc Annual Report and Accounts  2024 |

Risk

|  |
| --- |
|  |
|  |

Market risk

Overview

Market risk is the risk that movements in market factors, including

foreign exchange rates and commodity prices, interest rates, credit

spreads and equity prices will reduce the group’s income or the value

of its portfolios.

Exposure to market risk is separated into two portfolios.

Trading portfolios comprise positions arising from market-making and

warehousing of customer-derived positions.

Non-trading portfolios including Markets Treasury comprise positions

that primarily arise from the interest rate management of the group’s

retail and commercial banking assets and liabilities, financial

investments designated as held-to-collect-and-sale (‘HTCS’), and

exposures arising from the group’s insurance operations.

Key developments in 2024

There were no material changes to our policies and practices for the

management of market risk in 2024.

Market risk governance

(Audited)

The following diagram summarises the main business areas where

trading market risks reside, and the market risk measures used to

monitor and limit exposures.

|  |  |
| --- | --- |
|  |  |
| Risk types | Trading risk |
|  | – Foreign exchange and commodities  – Interest rates  – Credit spreads  – Equities |
| Risk measure | Value at risk | Sensitivity | Stress testing |

Where appropriate, we apply similar risk management policies and

measurement techniques to trading portfolios. Our objective is to

manage and control market risk exposures to optimise return on risk

while maintaining a market profile consistent with our established risk

appetite.

Market risk is managed and controlled through limits approved by the

group Chief Risk Officer. These limits are allocated across business

lines and to the group and its subsidiaries. The majority of HSBC’s

total VaR and almost all trading VaR reside in GBM. Each major

operating entity has an independent market risk management and

control sub-function, which is responsible for measuring, monitoring

and reporting market risk exposures against limits on a daily basis.

The Traded Risk function enforces the controls around trading in

permissible instruments approved for each site as well as following

completion of the new product approval process. Traded Risk also

restricts trading in the more complex derivative products to offices

with appropriate levels of product expertise and robust control

systems.

Market risk measures

Monitoring and limiting market risk exposures

Our objective is to manage and control market risk exposures while

maintaining a market profile consistent with the group’s risk appetite.

We use a range of tools to monitor and limit market risk exposures

including sensitivity analysis, VaR, and stress testing.

Sensitivity analysis

Sensitivity analysis measures the impact of individual market factor

movements on specific instruments or portfolios, including interest

rates, foreign exchange rates, credit spreads and equity prices, such

as the effect of a one basis point change in yield. We use sensitivity

measures to monitor the market risk positions within each risk type.

Sensitivity limits are set for portfolios, products and risk types, with

the depth of the market being one of the principal factors in

determining the level of limits set.

Value at risk

VaR is a technique that estimates the potential losses on risk

positions as a result of movements in market rates and prices over a

specified time horizon and to a given level of confidence. The use of

VaR is integrated into market risk management and is calculated for

all trading positions regardless of how the group capitalises those

exposures. Where there is not an approved internal model, the group

uses the appropriate local rules to capitalise exposures.

The VaR models for trading portfolios are predominantly based on

historical simulation. The VaR is calculated at a 99% confidence level

for a one-day holding period. Where we do not calculate VaR

explicitly, we use alternative tools like Stress Testing.

The VaR models derive plausible future scenarios from past series of

recorded market rates and prices, taking into account inter-

relationships between different markets and rates such as interest

rates and foreign exchange rates. The models also incorporate the

effect of option features on the underlying exposures.

The historical simulation models used incorporate the following

features:

– historical market rates and prices are calculated with reference to

foreign exchange rates and commodity prices, interest rates,

equity prices and the associated volatilities;

– potential market movements utilised for VaR are calculated with

reference to data from the past two years; and

– VaR measures are calculated to a 99% confidence level and use a

one-day holding period.

The nature of the VaR models means that an increase in observed

market volatility will most likely lead to an increase in VaR without any

changes in the underlying positions.

VaR model limitations

Although a valuable guide to risk, VaR should always be viewed in the

context of its limitations. For example:

– the use of historical data as a proxy for estimating future events

may not encompass all potential events, particularly those which

are extreme in nature;

– the use of a holding period assumes that all positions can be

liquidated or the risks offset during that period. This may not fully

reflect the market risk arising at times of severe illiquidity, when

the holding period may be insufficient to liquidate or hedge all

positions fully;

– the use of a 99% confidence level by definition does not take into

account losses that might occur beyond this level of confidence;

and

– VaR is calculated on the basis of exposures outstanding at the

close of business and therefore does not necessarily reflect intra-

day exposures.

Risk not in VaR framework

Other basis risks which are not completely covered in VaR are

complemented by our risk not in VaR (‘RNIV’) calculations, and are

integrated into our capital framework.

Risk factors are reviewed on a regular basis and either incorporated

directly in the VaR models, where possible, or quantified through the

VaR-based RNIV approach or a stress test approach within the RNIV

framework. The outcome of the VaR-based RNIV is included in the

VaR calculation; a stressed VaR RNIV is also computed for the risk

factors considered in the VaR-based RNIV approach.

Stress-type RNIVs include a deal contingent derivatives capital charge

to capture risk for these transactions and a de-peg risk measure to

capture risk to pegged and heavily managed currencies.

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Stress testing

Stress testing is an important procedure that is integrated into our

market risk management tool to evaluate the potential impact on

portfolio values of more extreme, although plausible, events or

movements in a set of financial variables. In such scenarios, losses

can be much greater than those predicted by VaR modelling.

Stress testing is implemented at legal entity, regional and overall

HSBC Group levels. A standard set of scenarios is utilised

consistently across all regions within the HSBC Group. Scenarios are

tailored to capture the relevant events or market movements at each

level. The risk appetite around potential stress losses for the group is

set and monitored against referral limits.

Market risk reverse stress tests are undertaken on the premise that

there is a fixed loss. The stress testing process identifies which

scenarios lead to this loss. The rationale behind the reverse stress

test is to understand scenarios which are beyond normal business

settings that could have contagion and systemic implications.

Stressed VaR and stress testing, together with reverse stress testing

and the management of gap risk, provide management with insights

regarding the ‘tail risk’ beyond VaR for which the group's appetite is

limited.

Trading portfolios

Back-testing

We routinely validate the accuracy of our VaR models by back-testing

the VaR metric against both actual and hypothetical profit and loss.

Hypothetical profit and loss exclude non-modelled items such as fees,

commissions and revenue of intra-day transactions. The hypothetical

profit and loss reflects the profit and loss that would be realised if

positions were held constant from the end of one trading day to the

end of the next. This measure of profit and loss does not align with

how risk is dynamically hedged, and is not therefore necessarily

indicative of the actual performance of the business. The number of

hypothetical loss back-testing exceptions, together with a number of

other indicators, is used to assess model performance and to

consider whether enhanced internal monitoring of a VaR model is

required. We back-test our VaR at set levels of our HSBC Group entity

hierarchy.

Defined benefit pension plans

Market risk also arises within the Bank’s defined benefit pension

plans to the extent that the obligations of the plans are not fully

matched by assets with determinable cash flows. Refer to the

Pension risk management processes section on page 77 for additional

information.

Market risk in 2024

2024 was a busy year on the political agenda, with the November US

election being the main event. Geopolitics remained prominent amid

conflict in the Middle East and the Russia-Ukraine war. Major central

banks began their easing cycles in 2024, with the US Federal Reserve

cutting its policy rate by 1% since September, while the ECB and

some other European central banks implemented rate cuts starting in

June. In contrast, the Bank of Japan raised its overnight rate, marking

the end of a prolonged period of negative interest rates and

abandoning yield curve control in March.

Throughout the year, government bond yields generally trended

upward, except during the third quarter, largely driven by volatile

inflation figures and shifting central bank expectations. In Europe, the

yield spread between France and Germany widened amid

uncertainties surrounding French fiscal policy following local

legislative elections. Global equities reached multiple record highs in

the US and Europe, buoyed by strong corporate earnings and positive

sentiment in the technology sector. Global markets rebounded from a

short period of volatility in August, triggered by the unwinding of carry

trades due to rising Japanese government bond yields, US recession

concerns, and equity market valuations. In foreign exchange markets,

the trend of a strengthening US dollar continued against most

developed and emerging market currencies. The Euro approached

parity with the US dollar, while the Yen weakened to multi-decade

lows. Credit markets performed positively throughout the year, with a

more pronounced tightening of high-yield credit spreads compared to

investment-grade spreads, despite a broad widening of spreads in

August.

Trading portfolios

Value at risk of the trading portfolios

(Audited)

The Trading VaR predominantly resides within Markets Securities

Services where it amounted to £21.8m as of 31 December 2024

compared with £25.4m as of 31 December 2023. The Trading VaR

peaked at £37.2m in February mostly owing to the sensitivity of the

trading book to interest rates. Throughout the year, the Var was quite

volatile and while it started at relatively elevated levels during the first

half of the year, it decreased during the last quarter when Central

banks began their easing cycles.

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Risk

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The group’s trading VaR for the year is shown in the table below.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| Trading VaR, 99% 1 day | | | | | | |
| (Audited) | | | | | | |
|  | Foreign  exchange ('FX')  and commodity | Interest  rate ('IR') | Equity ('EQ') | Credit  Spread ('CS') | Portfolio  Diversification1 | Total2 |
|  | £m | £m | £m | £m | £m | £m |
| Balance at 31 Dec 2024 | 6.9 | 11.2 | 12.6 | 4.6 | (13.5) | 21.8 |
| Average | 8.3 | 17.5 | 10.4 | 6.5 | (16.5) | 26.2 |
| Maximum | 14.8 | 27.8 | 13.4 | 9.3 |  | 37.2 |
| Minimum | 4.2 | 7.8 | 8.1 | 4.1 |  | 18.5 |
|  | | | | | | |
| Balance at 31 Dec 2023 | 6.2 | 20.1 | 11.0 | 5.2 | (17.0) | 25.4 |
| Average | 11.4 | 25.8 | 10.0 | 9.2 | (24.1) | 32.3 |
| Maximum | 17.2 | 50.2 | 14.7 | 12.7 |  | 55.4 |
| Minimum | 5.6 | 13.8 | 7.8 | 5.2 |  | 19.0 |

1Portfolio diversification is the market risk dispersion effect of holding a portfolio containing different risk types. It represents the reduction in unsystematic

market risk that occurs when combining a number of different risk types, for example, interest rate, equity and foreign exchange, together in one portfolio. It is

measured as the difference between the sum of the VaR by individual risk type and the combined total VaR. A negative number represents the benefit of

portfolio diversification. As the maximum occurs on different days for different risk types, it is not meaningful to calculate a portfolio diversification benefit for this

measure.

2The total VaR is non-additive across risk types due to diversification effect and it includes VaR RNIV.

Back-Testing

In 2024, HSBC Bank plc did not experience any back-testing

exceptions against the Hypothetical P&L and Actual P&L.

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Climate Risk

Overview

Our climate risk approach identifies two primary drivers of climate

risk:

– physical risk, which arises from the increased frequency and

severity of extreme weather events, such as hurricanes and

floods, or chronic gradual shifts in weather patterns or rises in the

sea level; and

– transition risk, which arises from the process of moving to a net

zero economy, including changes in government policy and

legislation, technology, market demand, and reputational

implications triggered by a change in stakeholder expectations,

action or inaction.

In addition, we have also identified the following thematic issues

related to climate risk, which are most likely to materialise in the form

of reputational, regulatory compliance and litigation risks:

– net zero alignment risk, which arises from the risk of HSBC Group

failing to meet its net zero ambition or failing to meet external

expectations related to net zero, impacting HSBC Bank plc;

– the risk of greenwashing, which arises from the act of knowingly

or unknowingly making inaccurate, unclear, misleading or

unsubstantiated claims regarding sustainability to our

stakeholders.

Approach

We recognise that the physical impacts of climate change and the

transition to a net zero economy can create significant financial risks

for companies, investors and the financial system. HSBC Bank plc

may be affected by climate risks either directly or indirectly through

our relationships with our customers, which could result in both

financial and non-financial impacts.

Our climate risk approach aims to effectively manage the material

climate risks that could impact our operations, financial performance

and stability, and reputation. It is informed by the evolving

expectations of our regulators.

We remain aligned with the HSBC Group in developing our climate

risk capabilities across our businesses, by prioritizing sectors,

portfolios and counterparties with the highest impacts, and recognise

that this is a long-term iterative process. This includes increasing

coverage and incorporating more mature data, climate analytics,

frameworks and tools, and responding to emerging industry best

practice and climate risk regulations, as well as reflecting on how

climate risk continues to evolve in the real world, and improving how

the HSBC Group embeds climate risk factors into strategic planning,

transactions and decision making across the Group's businesses.

Our climate risk approach is aligned to the Group-wide risk

management framework and three lines of defence model, which

sets out how we identify, assess and manage our risks. For further

details of the three lines of defence framework, see page 21.

The table below provides an overview of the climate risk drivers and

thematic issues considered within the HSBC Group’s climate risk

approach:

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| HSBC Bank plc Annual Report and Accounts  2024 | 85 |

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| Climate risk – risk drivers | | Details | Potential impacts | Time horizons |
| Physical | Acute | Increased frequency and severity of weather events causing  disruption to business operations. | – Decreased real estate values or  stranded assets.  – Decreased household income  and wealth.  – Increased costs of legal and  compliance.  – Increased public scrutiny.  – Decreased profitability.  – Lower asset performance. | Short term  Medium term  Long term |
|  | Chronic | Longer-term shifts in climate patterns (e.g. sustained higher  temperatures, sea level rise, shifting monsoons or chronic  heat waves). |
| Transition | Policy and  legal | Mandates on, and regulation of products and services and/or  policy support for low-carbon alternatives. Litigation from  parties who have suffered loss and damage from climate  impacts. |
| Technology | Replacement of existing products with lower emissions  options. |
| End-demand  (market) | Changing consumer demand from individuals and corporates. |
| Reputational | Increased scrutiny following a change in stakeholder  perceptions of climate-related action or inaction. |

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| Climate risk – thematic issues | | |
| Net zero alignment risk | Net zero ambition  risk | Failing to set or adapt HSBC Group’s net zero ambition and broader business strategy in  alignment with key stakeholder expectations, latest scientific understanding and  commercial objectives. |
| Net zero execution  risk | Failing to meet HSBC Group’s net zero ambition due to taking insufficient or ineffective  actions, or due to the actions of clients, suppliers and other stakeholders or due to other  external factors. |
| Net zero reporting  risk | Failing to report emissions baselines and targets, and performance against these  accurately due to data, methodology and model limitations. |
| Risk of greenwashing | Firm | Making inaccurate, unclear, misleading, or unsubstantiated claims in relation to HSBC  Group’s sustainability commitments and targets, as well as the reporting of our  performance towards them. |
| Product | Making inaccurate, unclear, misleading or unsubstantiated claims in relation to products  or services offered to clients that have stated sustainability objectives, characteristics,  impacts or features. |
| Client | Making inaccurate, unclear, misleading or unsubstantiated claims as a consequence of  HSBC Group’s relationships with clients or transactions we undertake with them,  where their sustainability commitments or related performance are misrepresented or  are not aligned to HSBC Group’s own commitments. |

HSBC Group’s annual global climate risk materiality assessment helps

us to understand how climate risk may impact across HSBC Bank

plc’s risk taxonomy. The assessment considers short-term (up to

2026), medium-term (2027-2035) and long term (2036-2050) periods.

In addition to this assessment, we also consider climate risk in our

emerging risk reporting and scenario analysis (for further details, see

‘Top and Emerging Risks’ on Page 23).

The table below provides a summary of how climate risk may impact

a subset of HSBC Group’s principal risks.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| Climate risk drivers | Credit risk | Traded risk | Reputational risk1 | Regulatory  compliance risk1 | Resilience risk | Other financial and non-  financial risk types |
| Physical risk | u | u |  |  | u | u |
| Transition risk | u | u | u | u | u | u |

1Our climate risk approach identifies thematic issues such as HSBC net zero alignment risk and the risk of greenwashing, which are most likely to materialise in

the form of reputational, regulatory compliance and litigation risks.

Climate risk management

Key developments in 2024

Our climate risk programme continues to support the development of

our climate risk management capabilities. The following outlines key

developments in 2024:

– The HSBC Group has started to enhance its approach to managing

net zero alignment risk in wholesale portfolios, through developing

portfolio steering capabilities and revenue assessments.

– HSBC Bank plc is aligned with HSBC Group in enhancing the

Group's approach to assessing the impact of climate change on

capital, focusing on credit, market and operational risk.

– We enhanced our internal climate scenario analysis, aligned with

HSBC Group, including through improvements to input data and

models (e.g. for the power generation and utilities sector).

– HSBC Group enhanced its approach for managing and mitigating

the risk of greenwashing.

– HSBC Group developed climate risk guidelines for relationship

managers to further embed climate risk considerations into credit

risk assessments.

While HSBC Group have made progress, further work remains,

including the need to develop additional metrics and tools to measure

the Group's exposure to climate-related risks.

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Risk

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Governance and structure

The Group's Board takes overall responsibility for our ESG strategy,

overseeing executive management in developing the approach,

execution and associated reporting.

HSBC Bank plc aligns to the HSBC Group in that the HSBC Bank plc

Chief Risk Officer is the senior manager responsible for the

management of climate risk under the UK Senior Managers Regime,

which involves holding overall accountability for the HSBC Bank plc

climate risk programme.

The HSBC Group ESG Committee has oversight of ESG strategy,

policy, material commitments and external disclosure. It is co-chaired

by the Group Chief Executive Officer and the Group Chief

Sustainability Officer.

A dedicated Environmental Risk Steering Meeting provides oversight

of environmental risk and the risk of greenwashing for the Group.

The Europe Reputational Risk Committee provides recommendations

and advice on significant reputational risk matters with impacts across

HSBC Bank plc (or the HSBC Group).

The Europe Environmental Risk Forum (formerly the Environmental

Risk Oversight Forum) provides oversight of environmental risk and

the risk of greenwashing for HSBC Bank plc.

The Group’s Risk Management Meeting and the Group Risk

Committee receive regular updates on our climate risk profile and

progress of our climate risk programme through the equivalent HSBC

Bank plc's Risk Management Meeting.

Risk appetite

Aligned to HSBC Group, our climate risk appetite forms part of HSBC

Bank plc’s risk appetite statement and supports the business in

delivering our net zero ambition effectively and sustainably.

Our climate risk appetite statement is approved and overseen by the

Board. Climate risk indicators are reported on a quarterly basis for

oversight by the HSBC Bank plc Risk Management Meeting and the

HSBC Bank plc Risk Committee.

Policies, processes and controls

Aligned with HSBC Group, HSBC Bank plc continues to integrate

climate risk into policies, processes and controls across many areas of

our organisation, and we will continue to update these as our climate

risk management capabilities mature over time.

Challenges

Key challenges include:

– the diverse range of internal and external data sources and data

structures needed for climate-related reporting, which introduces

data accuracy and reliability risks;

– data limitations on customer assets and supply chains, and

methodology gaps, which hinder our ability to assess physical risks

accurately;

– industry-wide data gaps on customer emissions and transition plan

and methodology gaps, which limit our ability to assess transition

risks accurately; and

– limitations in our management of net zero alignment risk due to

known and unknown factors, including the limited accuracy and

reliability of data, emerging methodologies, and the need to

develop new tools to better inform decision making.

Resilience Risk

Overview

Resilience risk is the risk of sustained and significant business

disruption from execution, delivery, physical security, or safety

events, causing the inability to provide critical services to our

customers, affiliates, and counterparties. Resilience risk arises from

failures or inadequacies in processes, people, systems, or external

events.

Key developments in 2024

During the year, we carried out a number of initiatives to seek to keep

pace with geopolitical, regulatory and technology changes and to

strengthen the management of resilience risk:

– We continued to recognise that our customers were impacted by

service disruptions, responded to these urgently and aimed to

recover with minimum delay. We continued to initiate post-

incident review processes to prevent recurrence. Where we

identify that investment is required to further enhance the group’s

operational resilience capabilities, findings are fed into the group’s

financial planning, helping to ensure we continue to meet the

expectations of our customers and our regulators.

– We continued to monitor markets affected by the Russia-Ukraine

war and the conflict in the Middle East, as well as other

geopolitical events, for any potential impact they may have on our

colleagues and operations.

– We provided analysis and easy-to-access risk and control

information and metrics to enable management to focus on non-

financial risks in their decision making and appetite setting.

We prioritise our efforts on material risks and areas undergoing

strategic growth, aligning our location strategy to this need. We also

remotely provide oversight and stewardship, including support of

chief risk officers, in territories where we have no physical presence.

Governance and structure

The Enterprise Risk Management target operating model provides a

globally consistent view across resilience risks, strengthening our risk

management oversight while operating effectively as part of a

simplified non-financial risk structure.

We view resilience risk across seven sub-risk types related to: third

party risk; technology and cyber security risk; transaction processing

risk; business interruption and incident risk; data risk; change

execution risk; and facilities availability, safety and security risk.

Risk appetite and key escalations for resilience risk are reported to the

group's Risk Management Meeting, chaired by the Europe Chief Risk

Officer, with an escalation path to the HSBC Group Risk Management

Meeting and HSBC Group Risk Committee.

Key risk management process

Operational resilience is our ability to anticipate, prevent, adapt,

respond to, recover and learn from operational disruption while

minimising customer and market impact. Resilience is determined by

assessing whether we are able to continue to provide our important

business services, within an agreed level. This is achieved through

day-to-day oversight and periodic and ongoing assurance, such as

deep dive reviews and controls testing, which may result in

challenges being raised to the business by risk stewards. Further

challenge is also raised in the form of our risk steward opinion papers

to formal governance, at least four times a year. We accept we will

not be able to prevent all disruption but we must prioritise investment

to continually improve the response and recovery strategies for our

important business services.

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Business operations continuity

We continue to monitor geopolitical situation, including the Russia-

Ukraine war and the conflict in the Middle East, and remain ready to

take measures to ensure business continuity should the situation

require. There have been no significant disruptions to our services,

although businesses and functions in nearby markets continually

review their plans and responses to minimise any potential impacts.

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Cybersecurity Risk

Overview

The threat of a cyber incident remains a concern for our organization,

as it does across the financial sector and other industries. As cyber

threats continue to evolve, failure to protect our operations may result

in disruption for our customers and our business, cause financial loss

or loss of sensitive data, and can have a negative impact on our

customers’ and our own reputation, among other risks.

We continue to monitor ongoing geopolitical events and changes to

the cyber threat landscape and take proactive measures with the aim

to reduce any impact to our customers.

We invest in business and technical controls to help prevent, detect,

and mitigate cyber threats. Our cybersecurity controls follow a

’defence in depth’ approach, making use of multiple security layers,

recognising the complexity of our environment. Our ability to detect

and respond to attacks through round-the-clock security operations

centre capabilities is intended to help reduce the impact of attacks.

We have a cyber intelligence and threat analysis team, which

proactively collects and analyses internal and external cyber

information to continuously evaluate threat levels for the most

prevalent attack types and their potential outcomes. We actively

participate in the broader cyber intelligence community, including by

sharing technical expertise in investigations, alongside others in the

financial services industry and government agencies around the

world.

Key developments in 2024

We have continued to work with our third parties, including suppliers,

financial infrastructure bodies, regulators, and other non-traditional

third parties, in an effort to help reduce the threat of cyber-attacks

impacting our business services and the wider financial sector. We

have a third-party security risk management process in place to

assess, identify and manage the risks associated with cybersecurity

threats with supplier and other third-party relationships. The process

includes risk-based cybersecurity due diligence reviews that assess

third parties’ cybersecurity programmes against our standards and

requirements.

In 2024, we continued our programme of continuous improvement to

further strengthen our cyber defences and enhance our cybersecurity

capabilities to help reduce the likelihood and impact of unauthorized

access, security vulnerabilities being exploited, data leakage, third-

party security exposure, and advanced malware. These defences

build upon a proactive data analytical approach to help identify

advanced targeted threats and malicious behaviour. One key area of

focus is the increasing use of AI, which could be used to facilitate

sophisticated cyber-attacks. We are enhancing governance processes

to manage potential cybersecurity risks associated with increasing

use of AI.

Governance and structure

We operate a three lines of defence model, aligned to the enterprise

risk management framework, to help ensure oversight and challenge

of our cybersecurity capabilities and priorities. In the first line of

defence, we have risk owners within global businesses and functions

who are accountable for identifying and managing cyber risk. They

work with cybersecurity control owners to apply the appropriate risk

treatment in line with our risk appetite. Our controls are designed to

be executed in line with our policies and are reviewed and challenged

by our risk stewards representing the second line of defence. They

are independently assured by the Global Internal Audit function, the

third line of defence.

The assessment and management of our cybersecurity risk across

the HSBC Group is led and coordinated by a Global Chief Information

Security Officer, supported by regional and business level chief

information security officers. Our regional chief information security

officer covering Europe and the UK has extensive experience in

financial services, security and resilience as well as in strategy,

governance, risk management and regulatory compliance. In the

event of incidents, the Global Chief Information Security Officer and

relevant supporting information security officers are informed by our

security operations team and are engaged in alignment with our

cybersecurity incident response protocols.

Key risk management processes

We have a robust suite of cybersecurity policies, procedures, and key

controls designed to help ensure that the organisation is well

managed, with effective oversight and control. This includes but is not

limited to defined information security responsibilities for employees,

contractors, and third parties, as well as standard procedures for

cyber incident identification, investigation, mitigation, and reporting.

Key performance indicators, control effectiveness, and other matters

related to cybersecurity, including significant cyber incidents, are

presented on a regular basis to various management risk and control

committees, including to the Board, the Risk Management Meeting,

and across global businesses, functions, and regions. This is done to

facilitate ongoing awareness and management of our cybersecurity

position.

Our cybersecurity capabilities are periodically assessed against

standards issued by the National Institute of Standards and

Technology ('NIST') by independent third parties and we proactively

collaborate with regulators to participate in regular testing activities. In

addition, HSBC engages external independent third parties to support

our penetration and threat-led penetration testing, which help to

identify our vulnerabilities to cyber threats and test our security

resilience.

Cyber training and awareness

We understand the important role our people play in protecting

against cybersecurity threats. Our aim is to equip every colleague

with the appropriate tools and behaviours they need to keep our

organisation and customers’ data safe. We provide cybersecurity

training and awareness to all our people, ranging from our top

executives (including our Board), to IT developers to front-line staff in

the group, and we deliver targeted training to staff that are identified

as having elevated cyber risk exposure.

We host an annual cyber awareness month for all colleagues,

covering topics such as online safety at home, social media safety,

safe hybrid working, and cyber incidents and response. Our dedicated

cybersecurity training and awareness team provides a wide range of

education and guidance to both customers and our colleagues about

how to spot and prevent online fraud.

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Regulatory compliance risk

Overview

Regulatory compliance risk is the risk associated with breaching our

duty to clients and other counterparties, inappropriate market conduct

(including unauthorised trading) and breaching related financial

services regulatory standards. Regulatory compliance risk arises from

the failure to observe relevant laws, codes, rules and regulations and

can manifest itself in poor market or customer outcomes and lead to

fines, penalties and reputational damage to our business. We aim to

keep abreast of developments in legal principles or conduct

requirements (including in relation to the risk of such developments

in one part of the financial industry being construed as applying to

other parts of the financial industry, which could lead to legal or

regulatory proceedings).

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Key developments in 2024

Regulatory horizon scanning and mapping capabilities continue to

evolve with the focus on enhanced connectivity to risk management

systems to support better traceability of regulatory obligations.

Climate risk has been integrated into regulatory compliance policies

and processes, with enhancements being made to the Product

Governance Framework, and controls, in order to ensure the effective

consideration of Climate risk, in particular Greenwashing risk.

We have enhanced our processes, framework, and governance

capabilities to improve the controls and oversight of Consumer Duty

outcomes in UK. Further requirements under the Consumer Duty

related to closed products became effective in July 2024.

Governance and structure

In Europe, the Chief Compliance Officer reports to the Group Head of

Regulatory Compliance, and is responsible for all Regulatory and

Financial Crime Compliance teams across the region. Regulatory

Compliance and Financial Crime teams work together and with all

relevant stakeholders to help ensure we achieve good conduct

outcomes and provide enterprise-wide support on the Compliance

risk agenda in collaboration with the regional Risk function.

Key risk management processes

The Europe Regulatory Compliance function is engaged in setting

policies, standards and risk appetite to guide the management of

regulatory compliance risks. It also devises frameworks and support

processes to mitigate such risks. The capability provides oversight,

review and challenge to the Country Chief Compliance Officers and

their teams to help them identify, assess and mitigate regulatory

compliance risks, where required. The regulatory compliance risk

policies are regularly reviewed. Policies and procedures require the

prompt identification and escalation of any actual or potential

regulatory breach. Relevant reportable events are escalated to the

HSBC Bank plc RMM and to the HSBC Group Risk Committee, as

appropriate.

Conduct of business

Our purpose-led conduct approach guides us to do the right thing and

to focus on the impact we have for our customers and the financial

markets in which we operate. It complements our purpose and values

and – together with more formal policies and the tools we have to do

our jobs – provides a clear path to achieving our purpose and

delivering our strategy. For further information on our Purpose-led

Conduct Approach, see www.hsbc.com/who-we-are/purpose-values-

and-strategy/our-conduct

Regulators and governments

We proactively engage with regulators and governments to facilitate

strong relationships through virtual and in-person meetings and by

responding to consultations individually and jointly via industry bodies.

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Financial crime risk

Overview

Financial crime risk is the risk that HSBC’s products and services will

be exploited for criminal activity. This includes fraud, bribery and

corruption, tax evasion, sanctions and export control violations and

evasion, money laundering, terrorist financing and proliferation

financing. Financial crime risk arises from day-to-day banking

operations involving customers, third parties and employees.

Key developments in 2024

We regularly review the effectiveness of our financial crime risk

management framework, which includes continued consideration of

the complex and dynamic nature of sanctions compliance and export

control risk. We continued to respond to the financial sanctions and

trade restrictions that have been imposed on Russia, including

methods used to limit sanctions evasion.

We continued to make progress with several key financial crime risk

management initiatives, including:

– deployment of our intelligence-led, dynamic risk assessment

('DRA') capability for customer account monitoring in additional

entities and global businesses including in Bermuda, France and

Malta;

– deployment of the Correspondent Banking Monitoring solution,

Global Social Network Analysis ('GSNA') to Malta, Poland, Spain

and Ireland to meet our commitment to the ECB;

– enhancements in response to the rapidly evolving and complex

global payments landscape and refinement of our digital assets

and currencies strategy;

– enhancing our fraud controls and continuing to invest in, and

monitor, technological developments;

– updating the business risk appetite to restrict direct activity with

Russia and Belarus via HSBC; and

– completion of the sale of HSBC Bank (RR) (Limited Liability

Company) in May 2024, which has further reduced our Russia

exposure.

Governance and Structure

The structure of the Financial Crime function has remained

substantively unchanged in 2024. The Regional Head of Financial

Crime and HSBC Bank plc Money Laundering Reporting Officer

continues to report to the Chief Compliance Officer for Europe, while

the HSBC Bank plc Risk Management Meeting retains oversight of

matters relating to financial crime.

Key risk management processes

We will not tolerate knowingly conducting business with individuals or

entities believed to be engaged in criminal activity. We require

everybody in HSBC to play their role in maintaining effective systems

and controls to prevent and detect financial crime. Where we believe

we have identified suspected criminal activity or vulnerabilities in our

control framework, we will take appropriate mitigating action.

We manage financial crime risk because it is the right thing to do to

protect our customers, shareholders, staff, the communities in which

we operate, as well as the integrity of the financial system on which

we all rely. We operate in a highly regulated industry in which these

same policy goals are codified in law and regulation.

We are committed to complying with the laws and regulations of all

the markets in which we operate in HSBC Bank plc and applying a

consistently high financial crime standard. In cases where material

differences exist between the law and regulation of these markets,

our policy adopts the highest standard while acknowledging the

primacy of local law.

We continue to invest in enhancing our operational control capabilities

and technology solutions to deter and detect criminal activity. We

further strengthened our financial crime risk taxonomy and control

libraries and our monitoring capabilities through technology

deployments. We developed more targeted metrics, and continued to

seek to enhance our governance and reporting.

We are committed to working in partnership with the wider industry

and the public sector in managing financial crime risk. In 2024, our

focus remained on measures to improve the overall effectiveness of

the global financial crime framework and promote the risk-based

approach. Through our work with industry bodies, such as the

Wolfsberg Group, we provided input into legislative and regulatory

reform activities and supported the efforts of the global standard

setter, the Financial Action Task Force. We did this by contributing to

the development of responses to consultation papers focused on how

financial crime risk management frameworks can deliver more

effective outcomes in detecting and deterring criminal activity. In

addition, we participated in a number of public events related to the

promotion of risk-based supervision, payment transparency, fraud risk

management and financial inclusion, as well as tackling forestry

crimes, wildlife trafficking and human trafficking.

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| HSBC Bank plc Annual Report and Accounts  2024 | 89 |

Safeguarding the financial system

We have continued our efforts to combat financial crime and reduce

its impact on our organisation, customers and the communities that

we serve. Financial crime includes fraud, bribery and corruption, tax

evasion, sanctions and export control violations and evasion, money

laundering, terrorist financing and proliferation financing.

We manage financial crime risk because it is the right thing to do to

protect our customers, shareholders, staff, the communities in which

we operate, as well as the integrity of the financial system on which

we all rely.  We have a financial crime risk management framework

that is applicable across all global businesses and functions, and in all

countries and territories in which we operate. The financial crime risk

framework, which is overseen by the HSBC Bank plc Board, is

supported by our global financial crime policy that is designed to

enable adherence to applicable laws and regulations globally. Annual

mandatory training is provided to all colleagues, with additional

targeted training tailored to certain individuals. We carry out regular

risk assessments, to identify where we need to respond to evolving

financial crime threats, as well as to monitor and test our financial

crime risk management programme.

We continue to invest in new technology, we are enhancing our fraud

monitoring capability and our trade screening controls, and investing

in the application of machine learning to improve the accuracy and

timeliness of our detection capabilities. These new technologies

should enhance our ability to respond effectively to unusual activity

and be more granular in our risk assessments.

Anti-bribery and anti-corruption

Our global Financial Crime policy requires that all activity must be:

conducted without intent to bribe or corrupt; reasonable and

transparent; considered to be neither lavish nor disproportionate to

the professional relationship; appropriately documented with business

rationale; and authorised at an appropriate level of seniority. There

were no concluded, nor live active, legal cases regarding bribery or

corruption brought against the group or its employees in 2024. The

global financial crime policy requires that we identify and mitigate the

risk of our customers and third parties committing bribery or

corruption. Among other controls we use risk assessments, due

diligence and ongoing monitoring following a risk-based approach, to

identify and help mitigate the risk that our customers are involved in,

or use HSBC's products or services, to commit bribery or corruption.

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Model risk

Overview

Model risk is the risk of inappropriate or incorrect business decisions

arising from the use of models that have been inadequately designed,

implemented or used, or from models that do not perform in line with

expectations and predictions.

Model risk arises in both financial and non-financial contexts

whenever business decision making includes reliance on models.

Key developments in 2024

In 2024, we continued to make improvements in our Model Risk

Management (‘MRM’) processes amid regulatory changes in MRM

requirements.

We enhanced our risk management in the following areas:

– We updated our MRM Framework to meet the requirements of

the PRA’s SS1/23 with a programme of work in progress to

implement these changes across the model landscape;

– We completed a review of model tiering assessing the materiality

and complexity of all models and assigning a new tier which will

drive the level of oversight required at model level;

– We introduced a new framework to govern and manage the risks

associated with Deterministic Quantitative Methods, which are

complex and material calculators that although not technically

models still present similar risks;

– Following the feedback from the PRA and ECB on a number of our

model submissions, we prioritized the redevelopment of internal

ratings-based (‘IRB’), internal model approach (‘IMA’) and internal

model methods (‘IMM’) models, as part of the IRB repair, Basel

3.1 and Fundamental Review of the Trading Book programmes

with a key focus on enhancing the quality of data used as model

inputs;

– We Improved our framework for the independent validation of

models accounting for new generative AI techniques becoming

more widely used;

– We worked closely with businesses and functions in developing a

governance framework to manage the range of risks these AI and

Machine Learning (‘ML’) techniques can introduce; and

– We continued to support businesses in the programme of work

related to climate risk.

Governance and structure

The group's Model Risk Committee is chaired by our Chief Risk

Officer and provides oversight of model risk. The committee includes

senior leaders and risk owners across the lines of business and Risk

and focuses on model-related concerns and key model risk metrics.

Key risk management processes

We use a variety of modelling approaches, including regression,

simulation, sampling, machine learning and judgmental scorecards for

a range of business applications. These activities include customer

selection, product pricing, financial crime transaction monitoring,

creditworthiness evaluation and financial reporting. HSBC Bank plc

responsibility for managing model risk is delegated from the group's

RMM to the group's Model Risk Committee, which is chaired by the

group's Chief Risk Officer. This committee regularly reviews our

model risk management policies and procedures, and requires the

first line of defence to demonstrate comprehensive and effective

controls based on a library of model risk controls provided by MRM.

MRM also reports on model risk to senior management on a regular

basis through the use of risk management information, risk appetite

metrics and top and emerging risks.

We regularly review the effectiveness of these processes, including

the model oversight committee structure, to help ensure appropriate

understanding and ownership of model risk is embedded in the

businesses and functions.

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Insurance manufacturing operations

risk

Overview

The key risks for our insurance manufacturing operations are market

risks, in particular interest rate and equity, credit risks and insurance

underwriting risks. These have a direct impact on the financial results

and capital positions of the insurance operations.

HSBC’s insurance business

We sell insurance products through a range of channels including our

branches, insurance sales forces, direct channels and third-party

distributors. The majority of sales are through an integrated

bancassurance model that provides insurance products principally for

customers with whom we have a banking relationship, although the

proportion of sales though digital is increasing.

For the insurance products we manufacture, the majority of sales are

savings, universal life and protection contracts.

We choose to manufacture these insurance products in HSBC

subsidiaries based on an assessment of operational scale and risk

appetite. Manufacturing insurance allows us to retain the risks and

rewards associated with writing insurance contracts by keeping part

of the underwriting profit and investment income within the HSBC

Group.

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| 90 | HSBC Bank plc Annual Report and Accounts  2024 |

Risk

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Where we do not have the risk appetite or operational scale to be an

effective insurance manufacturer, we engage with a small number of

leading external insurance companies in order to provide insurance

products to our customers. These arrangements are generally

structured with our exclusive strategic partners and earn the group a

combination of commissions, fees and a share of profits. We

distribute insurance products in all of our geographical regions.

Insurance products are sold through all global businesses, but

predominantly by WPB through our branches and direct channels.

Insurance manufacturing operations

risk management

Key developments in 2024

The insurance manufacturing subsidiaries follow the HSBC Group’s

risk management framework. In addition, there are specific policies

and practices relating to the risk management of insurance contracts,

which have not changed materially over 2024. During the year, there

was continued market volatility observed across interest rates, equity

and credit markets and foreign exchange rates. This was

predominantly driven by geopolitical factors and wider inflationary

concerns.

Following HSBC’s announcement on 20th December 2024 of the

signing of a Memorandum of Understanding for the planned sale of

its French Insurance business, the balance sheet of the French

business has been reported as held for sale at 31 December 2024.

Further details are provided on page 193.

Governance

(Audited)

Insurance manufacturing risks are managed to a defined risk appetite,

which is aligned to the bank’s risk appetite and risk management

framework, including the three lines of defence model. For details on

the governance framework, see page [21](#i34cc37d4197c4a3b8f412a1cdd00ea6f_8470). The HSBC Group Insurance

Risk Management Meeting oversees the control framework globally

and is accountable to the WPB Risk Management Meeting on risk

matters relating to the insurance business.

The monitoring of the risks within the insurance operations is carried

out by Insurance Risk teams. The Bank’s risk stewardship functions

support the Insurance Risk teams in their respective areas of

expertise.

Stress and scenario testing

(Audited)

Stress testing forms a key part of the risk management framework for

the insurance business. We participate in local and HSBC Group-wide

regulatory stress tests, as well as individual country insurance

regulatory stress tests. The results of these stress tests and the

adequacy of management action plans to mitigate these risks are

considered in the HSBC Bank plc ICAAP and the entities’ regulatory

Own Risk and Solvency Assessments ('ORSAs'), which are produced

by all material entities.

Management and mitigation of key risk types

Market risk

(Audited)

All our insurance manufacturing subsidiaries have market risk

mandates and limits that specify the investment instruments in which

they are permitted to invest and the maximum quantum of market

risk that they may retain. They manage market risk by using, amongst

others, some or all of the techniques listed below, depending on the

nature of the contracts written:

– We are able to adjust bonus rates to manage the liabilities to

policyholders for products with participating features. The effect is

that a significant portion of the market risk is borne by the

policyholder.

– We use asset and liability matching where asset portfolios are

structured to support projected liability cash flows. The group

manages its assets using an approach that considers asset quality,

diversification, cash flow matching, liquidity, volatility and target

investment return. We use models to assess the effect of a range

of future scenarios on the values of financial assets and associated

liabilities, and ALCOs employ the outcomes in determining how

best to structure asset holdings to support liabilities.

– We use derivatives and other financial instruments to protect

against adverse market movements.

– We design new products to mitigate market risk, such as changing

the investment return sharing portion between policyholders and

the shareholder.

Credit risk

(Audited)

Our insurance manufacturing subsidiaries also have credit risk

mandates and limits within which they are permitted to operate,

which consider the credit risk exposure, quality and performance of

their investment portfolios. Our assessment of the creditworthiness

of issuers and counterparties is based primarily upon internationally

recognised credit ratings and other publicly available information.

Stress testing is performed on investment credit exposures using

credit spread sensitivities and default probabilities.

We use a number of tools to manage and monitor credit risk. These

include a credit report containing a watch-list of investments with

current credit concerns, primarily investments that may be at risk of

future impairment or where high concentrations to counterparties are

present in the investment portfolio. Sensitivities to credit spread risk

are assessed and monitored regularly.

Capital and liquidity risk

(Audited)

Capital risk for our insurance manufacturing subsidiaries is assessed

in the group’s ICAAP based on their financial capacity to support the

risks to which they are exposed. Capital adequacy is assessed on

both the group’s economic capital basis, and the relevant local

insurance regulatory basis.

Risk appetite buffers are set to ensure that the operations are able to

remain solvent, allowing for business-as-usual volatility and extreme

but plausible stress events.

Liquidity risk is less material for the insurance business. It is managed

by cash flow matching and maintaining sufficient cash resources,

investing in high credit-quality investments with deep and liquid

markets, monitoring investment concentrations and restricting them

where appropriate, and establishing committed contingency

borrowing facilities.

Insurance manufacturing subsidiaries complete quarterly liquidity risk

reports and an annual review of the liquidity risks to which they are

exposed.

Insurance underwriting risk

(Audited)

Our insurance manufacturing subsidiaries primarily use the following

frameworks and processes to manage and mitigate insurance

underwriting risks:

– a formal approval process for launching new products or making

changes to products;

– a product pricing and profitability framework, which requires initial

and ongoing assessment of the adequacy of premiums charged on

new insurance contracts to meet the risks associated with them;

– a framework for customer underwriting;

– reinsurance, which cedes risks to third-party reinsurers to keep

risks within risk appetite, reduce volatility and improve capital

efficiency; and

– oversight by financial reporting committees and actuarial review

committees in each of our entities of the methodology and

assumptions that underpin IFRS 17 reporting.

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| HSBC Bank plc Annual Report and Accounts  2024 | 91 |

Insurance manufacturing operations risk in 2024

Measurement

The following table shows the composition of assets and liabilities by contract type.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Balance sheet of insurance manufacturing subsidiaries by type of contract | | | | | |
| (Audited) | | | | | |
|  | Life direct participating  and investment DPF  contracts1 | Life other2 | Other  contracts3 | Shareholder  assets and  liabilities | Total |
| At 31 Dec 2024 | £m | £m | £m | £m | £m |
| Financial assets | 3,749 | 48 | 1,026 | 421 | 5,244 |
| –  financial assets designated and otherwise mandatorily measured at fair  value through profit or loss | 3,223 | 32 | 1,018 | 365 | 4,638 |
| –  derivatives | 5 | — | — | — | 5 |
| –  financial investments – at amortised cost | — | — | — | 1 | 1 |
| –  financial investments at fair value through other comprehensive income | — | — | — | — | — |
| –  other financial assets4 | 521 | 16 | 8 | 55 | 600 |
| Insurance contract assets | — | 38 | — | — | 38 |
| Reinsurance contract assets | — | 132 | — | — | 132 |
| Other assets and investment properties5 | 18,229 | 1 | — | 1,176 | 19,406 |
| Total assets at 31 Dec 2024 | 21,978 | 219 | 1,026 | 1,597 | 24,820 |
| Liabilities under investment contracts designated at fair value | — | — | 1,078 | — | 1,078 |
| Insurance contract liabilities | 3,165 | 259 | — | — | 3,424 |
| Reinsurance contract liabilities | — | 38 | — | — | 38 |
| Deferred tax | — | — | — | 9 | 9 |
| Other liabilities5 | 17,355 | 32 | — | 1,761 | 19,148 |
| Total liabilities at 31 Dec 2024 | 20,520 | 329 | 1,078 | 1,770 | 23,697 |
| Total equity | — | — | — | 1,123 | 1,123 |
| Total liabilities and equity at 31 Dec 2024 | 20,520 | 329 | 1,078 | 2,893 | 24,820 |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Financial assets | 21,284 | 101 | 942 | 1,331 | 23,658 |
| –  financial assets designated and otherwise mandatorily measured at fair  value through profit or loss | 13,101 | 78 | 935 | 776 | 14,890 |
| –  derivatives | 92 | — | — | 5 | 97 |
| –  financial investments – at amortised cost | 218 | — | — | 14 | 232 |
| –  financial investments at fair value through other comprehensive income | 6,947 | — | — | 452 | 7,399 |
| –  other financial assets4 | 926 | 23 | 7 | 84 | 1,040 |
| Insurance contract assets | — | 41 | — | — | 41 |
| Reinsurance contract assets | — | 145 | — | — | 145 |
| Other assets and investment properties | 748 | 75 | — | 82 | 905 |
| Total assets at 31 Dec 2023 | 22,032 | 362 | 942 | 1,413 | 24,749 |
| Liabilities under investment contracts designated at fair value | — | — | 1,002 | — | 1,002 |
| Insurance contract liabilities | 20,289 | 306 | — | — | 20,595 |
| Reinsurance contract liabilities | — | 33 | — | — | 33 |
| Deferred tax | — | — | — | 2 | 2 |
| Other liabilities | — | — | — | 1,966 | 1,966 |
| Total liabilities at 31 Dec 2023 | 20,289 | 339 | 1,002 | 1,968 | 23,598 |
| Total equity at 31 Dec 2023 | — | — | — | 1,151 | 1,151 |
| Total liabilities and equity at 31 Dec 2023 | 20,289 | 339 | 1,002 | 3,119 | 24,749 |

1‘Life direct participating and investment DPF’ contracts are life direct participating contracts and investment contracts with discretionary participating features.

These are substantially measured under the variable fee approach measurement model.

2‘Life other’ contracts are measured under the general measurement model and mainly includes protection insurance contracts as well as reinsurance contracts.

The reinsurance contracts primarily provide diversification benefits over the life direct participating and investment DPF contracts.

3‘Other contracts’ includes investment contracts for which HSBC does not bear significant insurance risk.

4'Other financial assets' comprise mainly loans and advances to banks, cash and intercompany balances with other non-insurance legal entities.

5'Other assets and investment properties' includes £19,309m and 'Other liabilities' includes £18,668m in respect of the classification of the French insurance

business to held for sale at 31 December 2024. Further details are provided on page 193.

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| 92 | HSBC Bank plc Annual Report and Accounts  2024 |

Risk

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Key risk types

Market risk

(Audited)

Description and exposure

Market risk is the risk of changes in market factors affecting the

bank’s capital or profit. Market factors include interest rates, equity

and growth assets, credit spreads and foreign exchange rates.

Our exposure varies depending on the type of contract issued. Our most

significant life insurance products are contracts with participating features.

These products typically include some form of capital guarantee or

guaranteed return on the sums invested by the policyholders, to which

bonuses are added if allowed by the overall performance of the funds. For

contracts without participating features, some form of guarantee may still

exist but the group’s ability to share risks with policyholders will be

reduced.  Funds supporting these savings products are primarily invested

in fixed income, with a proportion in some cases allocated to other asset

classes to provide customers with the potential for enhanced returns.

These products expose the bank to the risk of variation in asset

returns, which will impact our participation in the investment

performance. In addition, in some scenarios the asset returns can

become insufficient to cover the policyholders’ financial guarantees,

in which case the shortfall has to be met by the group. Amounts are

held against the cost of such guarantees, calculated by stochastic

modelling in the larger entities. The cost of such guarantees are

generally not material and form part of insurance fulfilment cash

flows.

For unit-linked contracts, market risk is substantially borne by the

policyholder, but some market risk exposure typically remains as fees

earned are related to the market value of the linked assets.

Sensitivities

(Audited)

The following table provides the impacts on the contractual service

margin, profit after tax and equity of our insurance manufacturing

subsidiaries from reasonably possible effects of changes in selected

interest rate, equity price and growth assets scenarios for the year.

These sensitivities are prepared in accordance with current IFRS

Accounting Standards and are based on changing one assumption at a

time with other variables being held constant, recognising that in

practice such variables could be correlated. All policies and underline

investments are in respective functional currencies, no material

exposure to foreign exchange rate changes.

Due in part to the impact of the cost of guarantees and hedging

strategies which may be in place, the relationship between the

contractual service margin, profit after tax and total equity and the risk

factors is non-linear. Therefore, the results disclosed should not be

extrapolated to measure sensitivities to different levels of stress. For

the same reason, the impact of the stress is not necessarily

symmetrical on the upside and downside. The sensitivities are stated

before allowance for management actions, which may mitigate the

effect of changes in the market environment.

The method used for deriving sensitivity information and significant

variables did not change from the previous period.

The sensitivities provided below include the France insurance

business which was classified as held for sale. Further details are

provided on page 193.

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| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
| Sensitivity of the group's insurance manufacturing subsidiaries to market risk factors | | | | | | |
| (Audited) | 2024 | | | 2023 | | |
|  | Effect on  CSM | Effect on  profit after tax1 | Effect on  total equity | Effect on  CSM | Effect on  profit after tax1 | Effect on  total equity |
|  | £m | £m | £m | £m | £m | £m |
| +100 basis point parallel shift in yield curves | 50 | 6 | (19) | 5 | 1 | (25) |
| –100 basis point parallel shift in yield curves | (113) | (13) | 12 | (59) | (8) | 18 |
| +100 basis point shift in credit spreads | (17) | (4) | (29) | (34) | (3) | (30) |
| –100 basis point shift in credit spreads | 8 | 4 | 28 | 36 | 4 | 31 |
| 10% increase in growth assets2 | 64 | 21 | 21 | 65 | 32 | 32 |
| 10% decrease in growth assets2 | (63) | (22) | (22) | (64) | (32) | (32) |

1'Effect on profit after tax' in respect for the year.

2'Growth assets' primarily comprise equity securities and investment properties and variability in growth asset fair value constitutes a market risk to insurance

manufacturing subsidiaries.

Credit risk

(Audited)

Description and exposure

Credit risk is the risk of financial loss if a customer or counterparty

fails to meet their obligation under a contract. It arises in two main

risks for our insurance manufacturers:

– the risk associated with credit spread volatility and default by debt

security counterparties after investing premiums to generate a

return for policyholders and shareholders; and

– the risk of default by reinsurance counterparties and non-

reimbursement for claims made after ceding insurance risk.

The amounts outstanding at the balance sheet date in respect of

these items are shown in the table on page [91](#i556c5326e083448a8aaf2d4727d337b2_0-0-1-7-8345244).

The credit quality of the reinsurers’ share of liabilities under insurance

contracts is assessed as ‘satisfactory’ or higher as defined on page

[32](#i8abb52b1e159432697c59803843585bc_0-0-1-7-8344455), with none of the exposure being either past due or impaired

(2023: none).

Credit risk on assets supporting unit-linked liabilities is predominantly

borne by the policyholder; therefore our exposure is primarily related

to liabilities under non-linked insurance and investment contracts and

shareholders’ funds. The credit quality of these financial assets is

included in the table on page  [58](#ifbcb2f27d4ed4eee98b0bd27d99458f6_5429).

The risk associated with credit spread volatility is to a large extent

mitigated by holding debt securities to maturity, and sharing a degree

of credit spread experience with policyholders.

Liquidity risk

(Audited)

Description and exposure

Liquidity risk is the risk that an insurance operation, though solvent,

either does not have sufficient financial resources available to meet

its obligations when they fall due, or can secure them only at

excessive cost. Liquidity risk may be able to be shared with

policyholders for products with participating features.

The remaining contractual maturity of investment contract liabilities is

included in Note 4 on page 138.

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| HSBC Bank plc Annual Report and Accounts  2024 | 93 |

The amounts of insurance contract liabilities that are payable on demand, excluding the French insurance contract liabilities that were classified

as held for sale at 31 December 2024 (further details are provided on page 193), are set out by the product grouping below:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Amounts Payable on Demand | | | | |
| (Audited) |  |  |  |  |
|  | 2024 | | 2023 | |
|  | Amounts Payable  on Demand | Carrying Amount  for these  Contracts | Amounts Payable  on Demand | Carrying Amount  for these  Contracts |
|  | £m | £m | £m | £m |
| Life direct participating and investment DPF contracts | 3,154 | 3,165 | 17,880 | 20,289 |
| Life other contracts | — | 259 | — | 306 |
| At 31 Dec | 3,154 | 3,424 | 17,880 | 20,595 |

Insurance underwriting risk

(Audited)

Description and exposure

Insurance underwriting risk is the risk of loss through adverse

experience, in either timing or amount, of insurance underwriting

parameters (non-economic assumptions). These parameters include

mortality, morbidity, longevity, lapse and expense rates.

The principal risk we face is that, over time, the cost of the contract,

including claims and benefits, may exceed the total amount of

premiums and investment income received.

The insurance underwriting risk profile and related exposures remain

largely consistent with those observed at 31 December 2023.

Sensitivities

The table below shows the sensitivity of the contractual service

margin ('CSM'), profit and total equity to reasonably foreseeable

changes in non-economic assumptions across all our insurance

manufacturing subsidiaries.

These sensitivities are prepared in accordance with current IFRS

Accounting Standards.

Sensitivity to lapse rates depends on the type of contracts being

written. An increase in lapse rates typically has a negative effect on

CSM (and therefore expected future profits) due to the loss of future

income on the lapsed policies. However, some contract lapses have a

positive effect on profit due to the existence of policy surrender

charges. We are most sensitive to a change in lapse rates in France.

Mortality and morbidity risk is typically associated with life insurance

contracts. During the year we have revised the sensitivity to mortality

and morbidity rates from 10% to 5% to align with reasonably

foreseeable changes, and the comparatives have been restated

accordingly. The effect on profit of an increase in mortality or

morbidity depends on the type of business being written.

Expense rate risk is the exposure to a change in the allocated cost

of administering insurance contracts. To the extent that increased

expenses cannot be passed on to policyholders, an increase in

expense rates will have a negative effect on our profits. This risk is

generally greatest for smaller entities.

The impact of changing insurance underwriting risk factors is primarily

absorbed within the CSM, unless contracts are onerous in which case

the impact is directly to profit. The impact of changes to the CSM is

released to profits over the expected coverage periods of the related

insurance contracts.

The sensitivities provided below include the French insurance

business which was classified as held for sale at 31 December 2024.

Further details are provided on page 193.

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|  |  |  |  |
| Sensitivity of group's insurance manufacturing subsidiaries to insurance underwriting risk factors1 | | | |
| (Audited) | | | |
|  | At 31 Dec 2024 | | |
|  | Effect on CSM | Effect on profit  after tax 2 | Effect on total  equity |
|  | £m | £m | £m |
| 10% increase in lapse rates | (52) | (5) | (5) |
| 10% decrease in lapse rates | 57 | 5 | 5 |
| 5% increase in mortality and/or morbidity rates | (14) | — | — |
| 5% decrease in mortality and/or morbidity rates | 15 | 1 | 1 |
| 10% increase in expense rates | (28) | (3) | (3) |
| 10% decrease in expense rates | 28 | 3 | 3 |
|  | At 31 Dec 2023 | | |
| 10% increase in lapse rates | (55) | (8) | (8) |
| 10% decrease in lapse rates | 58 | 7 | 7 |
| 5% increase in mortality and/or morbidity rates3 | (14) | (3) | (3) |
| 5% decrease in mortality and/or morbidity rates3 | 15 | 2 | 2 |
| 10% increase in expense rates | (27) | (3) | (3) |
| 10% decrease in expense rates | 27 | 3 | 3 |

1The sensitivities impacts are provided after considering the impacts of reinsurance contracts held as risk mitigation.

2'Effect on profit after tax' in respect for the year.

3During the year the sensitivity to mortality and morbidity rates have been changed from 10% to 5% and the comparatives have been restated accordingly.

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| 94 | HSBC Bank plc Annual Report and Accounts 2024 |

Report of the Directors | Corporate Governance Report

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Corporate Governance Report

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|  |  |
|  | |
| Contents | |
| [94](#id6e7576fb310442abfbed0462b6f5039_520) | Directors |
| [96](#i82260fa029ff4fa6b051d6027312715d_22359) | Board Changes during 2024 and following the year-end |
| [96](#id6e7576fb310442abfbed0462b6f5039_523) | Company Secretary |
| [96](#id6e7576fb310442abfbed0462b6f5039_526) | Board of Directors |
| [96](#id6e7576fb310442abfbed0462b6f5039_529) | Directors‘ emoluments |
| [97](#id6e7576fb310442abfbed0462b6f5039_535) | Board committees |
| [100](#id6e7576fb310442abfbed0462b6f5039_538) | Dividends |
| [100](#i71af06bbac5944ab8788020ffd31ca71_74439) | Internal control |
| [102](#id6e7576fb310442abfbed0462b6f5039_541) | Employees |
| [103](#i34887a8b7a5e4b8fa610152dd259a8e4_1685) | Disclosure of information to auditors |
| [103](#i34887a8b7a5e4b8fa610152dd259a8e4_1795) | Auditors |
| [103](#i34887a8b7a5e4b8fa610152dd259a8e4_1687) | Branches |
| [103](#ibb56d40e9aa247dbbe232378c585101f_9666) | Directors' Report Disclosures table |
| [104](#ibb56d40e9aa247dbbe232378c585101f_8577) | Articles of Association, conflicts of interest and indemnification of  Directors |
| [104](#ibb56d40e9aa247dbbe232378c585101f_2553) | Research and Development |
| [104](#ibb56d40e9aa247dbbe232378c585101f_2554) | Events after the Balance Sheet Date |
| [105](#id6e7576fb310442abfbed0462b6f5039_559) | Statement on going concern |
| [106](#id6e7576fb310442abfbed0462b6f5039_562) | Statement of directors' responsibilities in respect of the financial  statements |
|  |  |

The statement of corporate governance practices set out on pages [94](#if3da84e804c6452798f214ec3a1e9a08_4769)

to [103](#ibb56d40e9aa247dbbe232378c585101f_9728), together with the information incorporated by reference,

constitutes the Corporate Governance Report of the bank.

The following disclosures, read together with those in the Strategic

Report, including reporting on employee engagement on page 7 and

the section 172(1) statement on pages 8 to 10, describe how the

Board has discharged its responsibilities relating to section 172(1) of

the Companies Act 2006 (the 'Act'), as well as the requirements

under the Companies (Miscellaneous Reporting) Regulations 2018

(the 'Reporting Regulations').

Engagement with employees, suppliers, customers and other key

stakeholders:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Stakeholder | Page | Section |
| Customers | Page 7 | ESG Overview |
|  | Pages 8 to 10 | Section 172(1) statement |
| Employees | Pages 7 and 8 | ESG Overview |
|  | Pages 8 to 10 | Section 172(1) statement |
|  | Pages 102 to 103 | Employees |
| Shareholders and  Investors | Pages 8 to 10 | Section 172(1) statement |
| Communities | Pages 7 and 8 | ESG Overview |
|  | Pages 8 to 10 | Section 172(1) statement |
| Regulators and  governments | Pages 8 to 10 | Section 172(1) statement |
| Suppliers | Pages 8 to 10 | Section 172(1) statement |

The bank, together with the wider HSBC Group, is committed to high

standards of corporate governance. The HSBC Group has a

comprehensive range of principles, policies and procedures

influenced by the UK Corporate Governance Code with requirements

in respect of Board independence, composition and effectiveness to

ensure that the HSBC Group is well managed, with appropriate

oversight and control. During the year, the bank adhered to these

corporate governance principles, policies and procedures, as

applicable.

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Board of Directors

As at 31 December 2024, the Board comprised 11 Directors including

the Chair, non-executive Directors, and two executive Directors, being

the Chief Executive Officer and the Chief Financial Officer. All

Directors are subject to election or re-election at each Annual General

Meeting ('AGM') of the bank.

The Directors who served during the year ended 31 December 2024

and up to the date of this report are set out below.

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Directors

Stephen O'Connor (63)

Chair of the Board

Chair of the Nomination, Remuneration & Governance Committee.

Appointed to the Board: May 2018. Chair of the Board since

August 2018.

Stephen is a non-executive Director and Vice Chair of HSBC

Continental Europe ('HBCE') and a member of the HBCE Nomination

Committee. He is also the Chair of Quantile Group Limited and its

subsidiary, Quantile Technologies Limited, and a non-executive

Director of the Financial Markets Standards Board. He has more than

25 years’ investment banking experience in London and New York.

Former appointments include: Senior Independent Director, Chair of

the Risk Committee and member of both the Audit and Nomination

Committees of the London Stock Exchange Group; Chair of the

International Swaps and Derivatives Association; and Managing

Director and a member of the Fixed Income Management Committee

at Morgan Stanley.

Michael Roberts (64)

Executive Director and Chief Executive Officer

Chair of the Executive Committee.

Appointed to the Board and as Chief Executive Officer:

January 2025.

Michael was appointed Chief Executive Officer, HSBC Bank plc and of

Corporate and Institutional Banking in January 2025. He also serves

as Chairman of HSBC Latin America Holdings (UK) Limited.

Michael previously served as Chief Executive Officer of HSBC US and

Americas until December 2024. Michael joined HSBC in 2019 as Chief

Executive Officer of HSBC USA. Prior to joining HSBC, Michael spent

over 30 years at Citigroup in a number of senior leadership roles,

most recently as Global Head of Corporate Banking and Capital

Management and Chief Lending Officer.

Kavita Mahtani (54)

Executive Director and Chief Financial Officer

Member of the Executive Committee.

Appointed to the Board and as Chief Financial Officer:

November 2023.

Kavita Mahtani is the Chief Financial Officer for HSBC Bank plc and

Corporate and Institutional Banking.

Kavita has over 25 years of experience in financial services and a

broad strategic knowledge of banking. She joined HSBC from

Citigroup, where she most recently served as Head of Asset and

Liability Management for Citi Corporate Treasury. She has held a

number of significant strategic roles at Citigroup, including Chief

Financial Officer, Global Corporate & Investment Banking; Global

Head of Financial Planning and Analysis; and Director, Investor

Relations. Before joining Citigroup in 2006, she held key roles at

Merrill Lynch and Morgan Stanley.

Kavita is a non-executive Director of Plug Power Inc. and is active in a

number of charitable organisations in New York City.

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| HSBC Bank plc Annual Report and Accounts 2024 | 95 |

Patrick Clackson (60)

Independent non-executive Director

Member of the Audit Committee.

Appointed to the Board: September 2022.

Former appointments include: Chief Financial Officer, Chief

Operations Officer and Chief Executive Officer at Barclays Capital

(now Barclays Corporate and Investment Bank). Patrick also held

several non-executive positions whilst with Barclays, Barclays Capital,

as Head of Business Transformation and Structural Reform, as well as

EMEA Chief Executive Officer, Chief Operations Officer, Chief

Financial Officer and Head of Risk. Between 1986-1996 he was

employed in the audit and financial services advisory teams of PwC,

London.

Norma Dove-Edwin (59)

Independent non-executive Director

Member of the Transformation, Operational Resilience and

Technology Committee.

Appointed to the Board: October 2021.

Norma is a non-executive Director of Pod Point Group Holdings plc

and a Director of Digital & Data Squared Ltd.

Former appointments include: Interim Group Chief Digital and

Information Officer of Rolls Royce plc, Chief Digital and Information

Officer at Thames Water, Chief Information Officer of ESO at National

Grid plc, Group Chief Data and Information Officer at Places for

People and a number of positions at British American Tobacco plc

including as Head of Global Data Services.

Juliet Ellis (58)

Independent non-executive Director

Chair of the Transformation, Operational Resilience and Technology

Committee, member of the Risk Committee and member of the

Nomination, Remuneration & Governance Committee.

Appointed to the Board: January 2021.

Former appointments include: Dual role as European Head of

Operations and Global Head of Shared Services and Banking

Operations and other senior management positions at Morgan

Stanley. Prior to 2007 she performed senior roles within Goldman

Sachs International.

Ann Godbehere (69)

Independent non-executive Director

Appointed to the Board: January 2025.

Ann is the Senior Independent non-executive Director of HSBC

Holdings plc and is a member of the Group Audit Committee, Group

Remuneration Committee and Nomination and Corporate Governance

Committee. Ann also serves as a non-executive Director and chair of

the Audit Committee of Stellantis N.V and non-executive Director and

chair of the Audit and Risk Committee of Shell plc. Ann has extensive

financial services experience over a 30-year career spanning

insurance, retail and private banking, and wealth management.

Former appointments include: Chief Financial Officer, Swiss RE from

2003 to 2007; Interim Chief Financial Officer, Northern Rock Bank

from 2008 to 2009 in the period immediately after its nationalisation;

non-executive Director of Prudential plc, British American Tobacco

plc, UBS AG, UBS Group AG; and Senior Independent non-executive

Director of Rio Tinto plc and Rio Tinto Limited.

Kathryn Gurney (56)

Non-executive Director

Appointed to the Board: March 2023.

Kathryn Gurney is General Counsel for International Wealth and

Premier Banking at HSBC.

Prior to this role, Kathryn served as Chief of Staff to Group Chief

Executive of HSBC from February 2020–2024.

Kathryn is a lawyer with over 20 years’ experience working in the

legal and financial services industry. Having trained and practised as a

lawyer in the City of London, she has lived and worked in London,

Beijing, Hong Kong and Switzerland.

Lewis O’Donald (59)

Independent Non-executive Director

Member of the Risk Committee and member of the Transformation,

Operational Resilience & Technology Committee.

Appointed to the Board: February 2023.

Lewis is currently a Member of the Global Association of Risk

Professionals (GARP) Board of Trustees and an Advisor for the

Citizens Advice Bureau. Further to this, in 2022, Lewis established his

own risk advisory business, Arboreal Risk Advisors, which he remains

a co-founder of. Lewis is also a Trustee of the Dorchester Sailing

Club.

Former appointments include: Global Chief Risk Officer, a member of

the Executive Management Board at Nomura Holdings INC and

various directorships at Nomura subsidiaries.

Yukiko Omura (69)

Independent non-executive Director

Member of the Audit Committee.

Appointed to the Board: May 2018.

Yukiko is the Chair of The Private Infrastructure Development Group

Limited (‘PIDG’). She also serves as a non-executive Director of

Assured Guaranty Ltd, a member of the Supervisory Board of

Nishimoto HD Co. Ltd and a member of the Advisory Board for The

Critical Mineral Fund. She has more than 40 years’ international

professional experience in both the public and private financial

sectors, performing senior roles for JP Morgan, Lehman Brothers,

UBS and Dresdner Bank.

Yukiko is the Consumer Duty Champion for the Board and helps

support the Chair and Chief Executive Officer by encouraging regular

dialogue at the Board level on customer outcomes.

Former appointments include: Chair of GuarantCo Limited, a

subsidiary of PIDG; Under-Secretary General and COO/Vice President

of the International Fund for Agricultural Development; and Executive

Vice President and CEO of the Multilateral Investment Guarantee

Agency of the World Bank Group.

Dr Eric Strutz (60)

Independent non-executive Director

Chair of the Risk Committee, member of the Nomination,

Remuneration & Governance Committee and member of the Audit

Committee.

Appointed to the Board: October 2016.

Eric is a director of HBCE and a member of the HBCE Risk

Committee.

Other appointments include member of the Board and Chair of the

Finance and Audit Committee of Global Blue Group Holding AG, and a

member of the Advisory Board and Chair of the Audit and Risk

Committee of Luxembourg Investment Company 261 Sarl.

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Report of the Directors | Corporate Governance Report

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Former appointments include: Vice Chair and Lead Independent

Director of Partners Group Holding AG, where he also Chaired the

Risk and Audit Committee; Chief Financial Officer of Commerzbank

Group; Partner and Director of the Boston Consulting Group; and non-

executive Director of Mediobanca Banca di Credito Finanziario SpA.

Andrew Wright (64)

Independent non-executive Director

Chair of the Audit Committee and member of the Risk Committee

and Nomination, Remuneration & Governance Committee.

Appointed to the Board: May 2018.

Former appointments include: Treasurer to the Prince of Wales and

the Duchess of Cornwall, a role he held from May 2012 until June

2019; Global Chief Financial Officer for the Investment Bank at UBS

AG; Chief Financial Officer, Europe and the Middle East at Lehman

Brothers; and Chief Financial Officer for the Private Client and Asset

Management Division at Deutsche Bank.

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Board Changes during 2024 and

following the year-end

Annabel Spring was appointed to the Board as a non-executive

Director with effect from 8 April 2024 and resigned on 5 December

2024.

Colin Bell resigned from the Board and as Chief Executive Officer of

the bank on 31 December 2024. Michael Roberts was appointed to

the Board and as Chief Executive Officer of the bank and Corporate

and Institutional Banking with effect from 1 January 2025.

Ann Godbehere was appointed to the Board as a non-executive

Director with effect from 1 January 2025.

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Company Secretary

The responsibilities of the Company Secretary include ensuring good

governance practices at Board level and effective information flows

within the Board and its committees and between senior

management and the non-executive Directors.

Olivier Oakley-White was Company Secretary of the bank until

7 October 2024. Lynne Stuart was appointed as Company Secretary

from 7 October 2024.

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Board of Directors

Key responsibilities

The Board, led by the Chair, is responsible for, amongst other

matters:

– promoting the long-term success of the bank and delivering

sustainable value to shareholders and other stakeholders;

– entrepreneurial leadership of the bank within a framework of

prudent and effective controls which enables risks to be assessed

and managed;

– setting the bank's strategy and risk appetite statement, including

monitoring the bank's risk profile and overseeing management’s

execution of the strategy;

– establishing and monitoring the effectiveness of procedures for

the maintenance of a sound system of control and risk

management and compliance with statutory and regulatory

obligations; and

– approving and monitoring capital and financial resource plans for

achieving strategic objectives, including material transactions.

The role of the non-executive Directors is to support the development

of proposals on strategy, hold management to account and ensure

the executive Directors are discharging their responsibilities properly

while promoting a culture that encourages constructive challenge.

Non-executive Directors also review the performance of management

in meeting agreed goals and objectives. The Chair regularly meets

with the non-executive Directors without executive Directors in

attendance after Board meetings, and otherwise, as necessary.

Operation of the Board

During 2024, the Board met on a quarterly basis. In addition, three

meetings were scheduled for strategy and ‘deep dive’ development

sessions. Three additional meetings were also held to help facilitate,

amongst other matters, the submissions of the Internal Liquidity

Adequacy Assessment Process and Internal Capital Adequacy

Assessment Process to the PRA, the approval of the 2024 Recovery

Plan, the approval of the sale of the private banking business in

Germany (by HBCE, a direct subsidiary), the approval of the Financial

Resource Plan and to review employee survey results and culture

metrics. The Board agenda is agreed with the Chair, working closely

with the Company Secretary, in advance of scheduled meetings. The

agenda is informed by forward-looking planning and additional

emerging matters that require Board oversight or approval.

The Chief Risk Officer, General Counsel, and Company Secretary are

regular attendees at Board meetings, and other senior executives

attend to contribute their subject matter expertise and insight, as

required.

Board activities during 2024

During 2024, the areas of focus for the Board included overseeing

implementation of the approved strategy and the continued execution

of the bank’s transformation programme across Europe. The Board

also considered performance against financial and other strategic

objectives, key business challenges, emerging risks, business

development and relationships with the bank’s key stakeholders.

'Deep dives' on key aspects of the bank's business covered a range

of areas, including individual business lines, ESG, sustainability,

technology, cyber security, artificial intelligence, recovery and

resolution, market trends and the state of energy transition.

Throughout the year, the Board received regular updates from

management on, amongst other things, the implementation of

regulatory programmes, technology, ESG, operations and resilience,

as well as people, culture and talent.

During the year, the Board approved revised Terms of Reference

('ToR') for the Transformation, Operational Resilience and Technology

Committee ('TRT'), Audit Committee and Risk Committee. The most

material change related to an expansion of the scope of the Audit

Committee’s responsibilities in relation to internal controls, with

effect from 1 January 2025. This will result in the Audit Committee

assuming responsibility for the holistic oversight of the wider internal

control environment, reflecting its experience in overseeing internal

controls over financial reporting, and supporting HSBC Group’s

forthcoming responsibility to make a declaration on the effectiveness

of material controls under the 2024 UK Corporate Governance Code.

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Directors’ emoluments

Details of the emoluments of the Directors for 2024, disclosed in

accordance with the Act, are shown in Note 5: ‘Employee

compensation and benefits on page 150.

Non-executive Directors do not have service contracts and are

engaged through letters of appointment. There are no obligations in

the non-executive Directors’ letters of appointment that could give

rise to payments other than fees due or payments for loss of office.

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| HSBC Bank plc Annual Report and Accounts 2024 | 97 |

Board committees

The Board delegates oversight of certain audit, risk, remuneration,

nomination and governance matters to its committees. With the

exception of the Executive Committee which is chaired by the Chief

Executive Officer, each Board committee is chaired by a non-

executive Board member and has a remit to cover specific topics in

accordance with their respective terms of reference approved by the

Board. Excluding the Executive Committee, only non-executive

Directors are members of Board committees. The Chair of each non-

executive Board committee reports to the Board on the activities of

the committee since the previous Board meeting.

Board and Committee performance

The Board understands the importance of, and benefits that derive

from, regular reviews of the effectiveness of the Board and its

committees. A performance review was facilitated by the bank’s

Company Secretary in 2024 which included a written questionnaire

completed by members and standing attendees for Board

committees and a series of individual interviews with the Directors for

the Board review. Overall, the work of the Board and its committees

was rated highly, with feedback highlighting positive and constructive

engagement with executive management. Each review covered a

number of areas, including the Board’s composition and skills,

stakeholder engagement, the quality of management reporting and

presentation, Director and management engagement and debate, and

Board priorities. Outcomes and recommendations were reported to

the Board and an action plan was produced for each committee and

the Board. All actions arising were completed over 2024.

An annual review of the terms of reference for the Board and its

committees was facilitated by the Corporate Governance and

Secretariat function. This concluded that the Board and its

committees had complied with their respective terms of reference

during 2024. Executive Directors are also subject to performance

evaluation which helps to determine the level of variable pay they

receive each year.

At the date of this report, the following are the principal committees

of the Board:

Audit Committee

Key Responsibilities

The Audit Committee is accountable to the Board and has non-

executive responsibility for the oversight of financial reporting related

matters, relevant internal controls and the bank's Internal Audit

function.

The committee's key responsibilities during 2024 included:

– oversight of financial reporting related matters (including regulatory

reporting matters as a key component of financial reporting);

– reviewing the effectiveness of internal financial control systems;

– reviewing and monitoring the relationship with the external

auditor; and

– overseeing the work of Internal Audit and monitoring and

assessing the effectiveness, performance, resourcing,

independence and standing of the function.

The committee has responsibility for the oversight of the bank’s

whistleblowing arrangements and receives regular updates on

matters relating to the whistleblowing arrangements that are in place.

Committee activities during 2024

Key topics considered by the committee during the year were

significant accounting judgements, regulatory reporting matters, the

effectiveness of internal financial reporting control systems, the

bank’s financial resources and capital, the independence, fees and

performance of the external auditor, PwC UK, and updates on key

issues identified by Internal Audit related to the bank and its

subsidiaries.

The committee also received updates from the audit committee

chairs of key subsidiaries of the bank, the external auditor on the

progress and findings of their audit, and on the tax, legal and

regulatory position of the bank and its subsidiaries.

During the year, the committee oversaw the bank’s compliance with

the U.S. Sarbanes-Oxley Act of 2002 ('SOX').

Regulatory reporting

Regulatory reporting has been a key priority for the committee over

recent years and will continue to be a priority for 2025. The

committee is focused on monitoring the programme of work to

address the quality and reliability of regulatory reporting to meet

regulatory expectations.

Management provided updates on the status of HSBC-specific

external reviews, including the PRA Skilled Person Review which

commenced in 2023, and discussed the issues and themes identified

from the bank's increased assurance work and focus on regulatory

reporting. The committee challenged management on remediation

plans to ensure there was a sustainable reduction in issues and that

dependencies with other key programmes were well understood.

Operation of the Committee

The committee held seven scheduled meetings during the year and

held separate meetings with each of the Chief Financial Officer, the

Head of Internal Audit and representatives of the external auditor

without management present.

The committee meets regularly with the bank’s senior Financial and

Internal Audit management and the external auditors to consider,

among other matters, the bank’s financial reporting, the nature and

scope of audit reviews, the effectiveness of the systems of internal

control relating to financial reporting and the monitoring of the

Finance function transformation programme.

The Chief Financial Officer, Financial Controller, Chief Risk Officer,

Head of Internal Audit, and Company Secretary are standing

attendees and regularly attend committee meetings to contribute

their subject matter expertise and insight. Other members of senior

management routinely attended meetings of the committee by

invitation. The external auditor attended all scheduled meetings.

The committee continued to actively engage with the bank’s key

subsidiaries and key subsidiary audit committees, with regular

reporting throughout the year. During 2024, the Audit and Risk

Committee Chairs held two engagement sessions with their material

subsidiary counterparts covering key topics including ESG, regulatory

reporting and internal controls.

The Chair of the committee regularly meets with the Chair of the

Group Audit Committee ('GAC') to help maintain connectivity with the

HSBC Group and develop deeper understanding on judgements

around key matters. Further, from time to time, the Chair is invited to

attend meetings of the GAC on relevant topics. The Chair of the GAC

attended a committee meeting held in November 2024.

The committee membership comprises four independent non-

executive Directors. The current members are Andrew Wright (Chair),

Eric Strutz, Yukiko Omura, and Patrick Clackson.

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| Significant accounting judgements and related matters considered by the Audit Committee ('AC') for the year ended 31 December 2024  included: | |
| Key area | Action taken |
| Interim and annual reporting | The AC considered key matters in relation to interim and annual reporting, including US filings 20-F and  6-K. |
| Disposals | The AC considered the financial and accounting impacts of planned disposals of our insurance business  in France, Private Banking business in Germany and business in South Africa. In particular, the AC  considered judgements related to the timing of recognition of assets as held-for-sale, the  remeasurement of those assets and losses arising, and their impact in the year ended 31 December  2024. |
| Expected credit loss ('ECL') | The AC considered key judgements in relation to ECL, in particular multiple economic scenarios and  post-model adjustments, with due consideration to risk and uncertainty. |
| Valuation of financial instruments | The AC considered key valuation metrics and judgements involved in the determination of the fair value  of financial instruments. |
| Going concern | The AC considered a wide range of information relating to present and potential financial conditions,  including projections for profitability, cash flow, liquidity and capital. |
| Impairment of investment in subsidiaries | The AC reviewed management's periodic assessment of impairment of investments in subsidiaries and  paid particular attention to the sensitivities to cash flow projections and long-term growth rate and  discount rate assumptions. |
| Appropriateness of provisioning for legal proceedings and  regulatory matters | The AC received reports from management on the recognition and measurement of provisions and  contingent liabilities for legal proceedings and regulatory matters, including investigations by regulators  and competition and law-enforcement authorities. |
| Regulatory reporting | The AC reviewed management action to strengthen the control environment and operating model. The  AC also received updates on ongoing independent external reviews of key aspects of regulatory  reporting. |
| Controls | The AC considered the financial reporting control environment on an ongoing basis through the year,  reviewing and challenging remediation actions undertaken and enhancements made. This included  confirmation of mitigating controls where programmes of work had not fully completed by the year  end. Areas of particular focus in 2024 were embedding of the restructuring activities, forward looking  planning for Environmental, Social and Governance ('ESG') reporting requirements, and Regulatory  Reporting programmes of work. |
| Tax | The AC reviewed management’s judgements on the recognition, measurement, accounting and  disclosure of tax assets and liabilities, in particular those related to deferred tax assets and withholding  tax. |
| Environmental, Social and Governance (‘ESG’) Reporting | The AC reviewed UK and international regulatory developments in ESG Reporting and received updates  on disclosures by bank subsidiaries in the European Union. |

Risk Committee

Key Responsibilities

The Risk Committee is accountable to the Board and has overall non-

executive responsibility for oversight of risk-related matters and the

risks impacting the bank.

The committee's key responsibilities during 2024 included:

– Providing independent challenge on risk management reports and

advising the Board on risk appetite and risk tolerance related

matters;

– reviewing and recommending key regulatory submissions to the

Board;

– overseeing and advising the Board on all risk-related matters,

including financial and non-financial risks;

– reviewing, challenging, and satisfying itself that the bank's stress

testing framework, governance and relevant internal controls are

robust;

– reviewing the effectiveness of the bank's risk management

framework and internal control systems (other than internal

financial controls overseen by the Audit Committee); and

– to provide documentation or assurances to the HSBC Holdings plc

Risk Committee as requested.

Committee activities during 2024

Key matters considered by the committee during the year included

the bank’s approach to financial and non-financial risks in the context

of capital and liquidity risk, retail and wholesale credit risk, traded and

treasury risk, financial crime and fraud risk, geopolitical risk, model

risk management, regulatory compliance risk, people and climate-

related risk, and resilience risks.

The committee also reviewed and challenged management on key

regulatory processes, including the bank’s internal capital adequacy

assessment process ('ICAAP') and the internal liquidity adequacy

assessment process ('ILAAP'), recovery and resolution plans, the

outcome of stress tests undertaken during the year, and the bank’s

capital, liquidity, and funding plans.

Deep dives were undertaken throughout the year on key areas of risk

for the bank, covering areas such as ESG, emerging risks, model risk,

and risk return profile. The Risk Committee also reviewed the

potential impacts of Basel 3.1, and the potential impacts of HSBC

Private Bank (Suisse) SA to the bank's risk profile.

The committee was provided with quarterly updates from the TRT

during the year to ensure appropriate alignment in the review and

discussion on areas such as operational resilience and technology

risk-related matters. Two non-executive directors are members of

both the TRT and the Risk Committee, and the Risk Committee chair

is invited to attend quarterly TRT meetings, which ensures further

alignment between the two committees.

Operation of the Committee

The committee held seven scheduled meetings during the year and

two workshops allowing the Committee to deep dive into specific

areas of risk to the bank. The Chief Risk Officer, Chief Financial

Officer, Chief Compliance Officer, Regional Head of Enterprise Risk

Management, and Head of Internal Audit are standing attendees and

regularly attend committee meetings to contribute their subject

matter expertise and insight. The Chair and members of the

committee also hold private meetings with the Chief Risk Officer and

other members of management following scheduled meetings.

The committee reviews and challenges current and forward-looking

risk issues, and the regional senior business leaders are invited to

participate at committee meetings at least annually, working together

with functional and regional leaders across all three lines of defence.

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The Chair and members of the committee meet regularly with the

bank’s senior financial, risk, internal audit and compliance

management and the external auditors to consider and discuss,

specific risk matters and priorities, risk reports and internal audit

reports and the effectiveness of compliance activities. The Chair

meets regularly with the committee secretary to ensure the

committee meets its governance responsibilities.

During 2024 the committee continued to actively engage with the

bank’s key subsidiaries and key subsidiary risk committees, with

regular reporting from the respective Chairs throughout the year. The

Chair of the committee attended several key subsidiary meetings and

HSBC Group-led meetings to help promote connectivity, escalation,

and cascade of important topics.

The committee membership comprises four independent non-

executive Directors. The current members are Eric Strutz (Chair),

Juliet Ellis, Andrew Wright, and Lewis O’Donald.

Transformation, Operational

Resilience and Technology

Committee

Key Responsibilities

The Transformation, Operational Resilience and Technology

Committee was established to assist the Board and Risk Committee

with their respective responsibilities in relation to the Bank's

transformation strategy, operational resilience, as well as the

governance and oversight of Information Technology ('IT'). The

committee submits to the Board and Risk Committee a quarterly

report, which provides an overview of matters discussed at each

meeting. Furthermore, the committee escalates any matters that it

deems necessary, including those relating to cyber security, to the

Board and/or Risk Committee, taking into account their respective

responsibilities. During the year, and as required by the HSBC Group

Subsidiary Accountability Framework ('SAF'), the Committee received

approval, on the recommendation of the Board, from the HSBC Group

Nomination & Corporate Governance Committee for its continuance

until 1Q25, enabling further engagement and more detailed oversight

of matters within its remit.

The committee's key responsibilities include:

– reviewing progress of the Europe Entity Change portfolio, which

consists of key internal regulatory and other strategic

transformation programmes. This includes the steps management

have taken to manage risk, and to monitor progress against set

objectives;

– reviewing global and regional technology strategies to ensure

alignment and to ensure that both support the adopted business

strategies of the bank; and

– overseeing and challenging management on execution of

operational resilience objectives and deliverables.

Committee activities during 2024

Key matters considered by the committee during the year included

review and oversight of the Europe technology strategy and

governance, technology performance against quantifiable metrics and

measures to assess individual and collective risks, technology

infrastructure, cyber security, and operational resilience, including

operational resilience of critical IT and other business services, and

major IT change programmes. The committee received a quarterly

operational and resilience risk opinion from the second line of defence

on the management of resilience risk and the internal control

environment for the bank, including but not limited to technology and

cyber security and change execution risk. The committee also

reviewed and challenged management on the progress, associated

risks, and governance with respect to the third-party management

and data risks and mitigations, and key change programmes.

Throughout the year the Committee received updates from

management regarding artificial intelligence, agile ways of working

and value streams and business continuity and incident management.

Operation of the Committee

The committee held five scheduled meetings during 2024.

The Chief Operating Officer, Chief Information Officer, Head of

Internal Audit, Regional Head of Enterprise Risk Management, Head

of Transformation and Digital Business Services Chief of Staff, and

Head of Strategy and Planning Chief of Staff (Europe CEO) are

standing attendees and regularly attend Committee meetings to

contribute their subject matter expertise and insight. The Board Chair

and Risk Committee Chair are optional attendees and attend the

meeting at their discretion.

The current members are Juliet Ellis (Chair), Norma Dove-Edwin, and

Lewis O’Donald.

Nomination, Remuneration &

Governance Committee

Key Responsibilities

The Nomination, Remuneration & Governance Committee has

responsibility for:

– leading the process for Board appointments and for identifying and

nominating, for the approval of the Board, candidates for

appointment to the Board and its committees;

– the endorsement of the appointment of individuals to certain

Board and management positions of the bank's subsidiaries,

including proposed fees payable to non-executive Directors on

subsidiary boards;

– overseeing the implementation and operation of the HSBC

Group’s directors’ remuneration policy and the remuneration of the

bank’s senior executives, including the identification of the

Material Risk Taker population for the purposes of the PRA’s

Capital Requirements Directive V (‘CRD V’);

– reviewing the corporate governance framework on behalf of the

Board, considering its appropriateness to the size, complexity and

strategy of the bank; and

– overseeing compliance with the SAF.

Further information in relation to HSBC’s approach to remuneration for

HSBC Group employees is available in the Director’s remuneration report on

pages 279 to 284 of HSBC’s Annual Report and Accounts 2024 available on

https://www.hsbc.com/investors/results-and-announcements/annual-report.

Committee activities during 2024

During the year the committee continued to review the Board’s

composition, succession planning, skills, experience and diversity in

keeping with best practice and applicable policies, including the SAF.

A Board skills matrix was utilised to support this review. Ann

Godbehere, a non-executive Director of HSBC Holdings plc, was

appointed to the Board in January 2025 as a non-executive Director to

enhance connectivity with the HSBC Group.

Further information in relation to Board and committee changes throughout

the year can be found on page [96](#i82260fa029ff4fa6b051d6027312715d_22359).

In overseeing compliance with the SAF, the committee reviewed the

Board composition and succession planning for all the bank's material

subsidiaries as well as reviewing their overall compliance with the

principles and provisions of the SAF.

Other activities during the year included the review of key

remuneration matters for the bank and its subsidiaries in the context

of the HSBC Group's remuneration framework, including variable and

fixed pay allocations and the alignment of remuneration with the

bank's risk appetite, business strategy, culture and values, and long-

term interests.

The committee reviewed the annual pay review outcomes across the

region and received regular updates on relevant subsidiary and

regulatory matters.

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Operation of the Committee

The committee held six meetings during 2024.

The Head of HR and Head of Performance & Reward attend

committee meetings on a regular basis to contribute their subject

matter expertise and insight. Other senior executives attend

periodically for specific items considered by the committee.

The committee comprises four non-executive Directors. The current

members are: Stephen O'Connor (Chair), Juliet Ellis, Eric Strutz, and

Andrew Wright.

Executive Committee

The Executive Committee is a committee of the Board and has overall

executive responsibility, under formal delegation, for the management

and day-to-day running of the bank. The committee is accountable to

the Board for overseeing the execution of the bank’s strategy.

The purpose of the committee is to support the Chief Executive

Officer of the bank in the performance of their duties and exercise of

their powers, authorities and discretions in relation to the

management of the bank and its subsidiaries. The committee meets

on a regular basis and is chaired by the Chief Executive Officer.

The committee is responsible for oversight of the performance across

the bank's lines of business, review of the bank’s financial

performance, cost management, and preparing and overseeing the

implementation of the bank’s forward looking Financial Resource

Plan. In addition, the committee receives updates on people matters,

Snapshot survey results, talent, succession planning and retention.

During the year, updates were also received on technology,

geopolitical, ESG and sustainability matters.

During 2024, in addition to its day-to-day oversight of the bank's

operations, the committee remained focused on the Bank’s continued

strategic transformation and corporate restructuring across Europe.

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Dividends

Information about dividends paid during the year is provided on page

15 of the Strategic Report and in Note 8 to the financial statements.

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Internal control

The Board is responsible for the establishment and operation of

effective procedures for the maintenance of a sound system of

internal control and risk management, and compliance with statutory

and regulatory obligations. The Board determine the aggregate level

and types of risks the bank is willing to take in achieving its strategic

objectives.

To meet this requirement and to discharge its obligations under the

FCA Handbook and the PRA Handbook, procedures have been

designed to provide reasonable assurance against material

misstatement, errors, losses or fraud. They are designed to provide

effective internal control within the group and accord with the

Financial Reporting Council's guidance for Directors issued in 2014

(and subsequent relevant publications), internal control and related

financial and business reporting. The procedures have been in place

throughout the year and up to 19 February 2025, the date of

publication of this Annual Report and Accounts 2024.

The key risk management and internal control procedures include the

following:

– The HSBC Book: In 2024, the HSBC Book replaced the HSBC

Group's Global Principles document at the top of the HSBC

document hierarchy. It underpins the key principles, policies and

procedures that are fundamental to the HSBC Group’s risk

management structure. It informs and connects our purpose,

ambition, strategy and values guiding us to make responsible

decisions aligned to our risk culture and risk management

approach, to do the right thing and to treat our customers and our

colleagues fairly at all times.

– Risk management framework ('RMF'): The RMF supports the

HSBC Book. It outlines the key principles and practices that we

employ in managing material risks. It applies to all categories of

risk and supports a consistent approach in identifying, assessing,

managing and reporting the risks we accept and incur in our

activities.

– Delegation of authority within limits set by the Board: Subject to

certain matters reserved for the Board, the Chief Executive Officer

has been delegated authority limits and powers within which to

manage the day-to-day affairs of the bank, including the right to

sub-delegate those limits and powers. Each relevant executive has

authority within which to manage the day-to-day affairs of the

business or function for which he or she is accountable. Those

individuals are required to maintain a clear and appropriate

apportionment of significant responsibilities and to oversee the

establishment and maintenance of systems of control that are

appropriate to their business or function.

– A delegation of authorities framework is in place providing a HSBC

Group structure for the management of delegated powers. These

delegated authorities can be used for the approval, signing and

execution of specific written agreements and documents such as

procurement contracts. The delegation of authorities framework is

adopted via a Board resolution which is reviewed annually. Matters

not covered by the delegation of authority framework can be set

out in a separate Board resolution, powers of attorney or the

relevant HSBC Group policy with clear systems of control that are

appropriate to the business or function.

– Authorities to enter into credit and market risk exposures are

delegated with limits to line management of group companies.

However, credit proposals with specified higher-risk characteristics

require the concurrence of the appropriate global function. Credit

and market risks are measured and reported at subsidiary

company level and aggregated for risk concentration analysis on a

group-wide basis.

– Risk identification and monitoring: Systems and procedures are in

place to identify, assess, control and monitor the material risk

types facing the group as set out in the RMF. The group‘s risk

measurement and reporting systems are designed to help ensure

that material risks are captured with all the attributes necessary to

support well-founded decisions, that those attributes are

accurately assessed and that information is delivered in a timely

manner for those risks to be successfully managed and mitigated.

– Changes in market conditions/practices: Processes are in place to

identify new risks arising from changes in market conditions/

practices or customer behaviours, which could expose the group

to heightened risk of loss or reputational damage. The group

employs a top and emerging risks framework, which contains an

aggregate of all current and forward-looking risks and enables it to

take action, to the extent it considers appropriate, that either

prevents them materialising or limits their impact.

– We remain committed to investing in the reliability and resilience

of our IT systems and critical services, including those provided by

third parties, that support all parts of our business. We do so to

help protect our customers, affiliates and counterparties, and to

help ensure that we minimise any disruption to services that could

result in reputational and regulatory consequences. In our

approach to defend against these threats, we invest in business

and technical controls to help us detect, manage and recover from

issues, including data loss, in a timely manner.

– We continue our focus on the quality and timeliness of the data

used to inform management decisions, through measures such as

early warning indicators, prudent active risk management of our

risk appetite, and ensuring regular communication with our Board

and other key stakeholders.

– Responsibility for risk management: All employees are responsible

for identifying and managing risk within the scope of their role as

part of the three lines of defence model. This is an activity-based

model to delineate management accountabilities and

responsibilities for risk management and the control environment.

For more details on the three lines of defence please refer to page

21.

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| HSBC Bank plc Annual Report and Accounts 2024 | 101 |

– The Board has delegated to the Audit Committee oversight for the

implementation of the group’s policies and procedures for

capturing and responding to whistleblower concerns, ensuring

confidentiality, protection and fair treatment of whistleblowers,

and receiving reports arising from the operation of those policies

as well as ensuring arrangements are in place for independent

investigation.

– Strategic plans: Strategic plans are prepared for global businesses,

global functions and geographical regions within the framework of

the HSBC Group’s overall strategy. The bank also prepares and

adopts a Financial Resource Plan, which is informed by detailed

analysis of risk appetite, describing the types and quantum of risk

that the bank is prepared to take in executing its strategy and sets

out the key business initiatives and the likely financial effects of

those initiatives.

The effectiveness of the group’s system of risk management and

internal control is reviewed regularly by the Board, the Risk

Committee and the Audit Committee.

During 2024, the bank continued to focus on operational resilience

and material and emerging risks with progress made to enhance the

end-to-end risk and control assessment process. The Risk

Committee, supported by the TRT, and the Audit Committee ensured

that executive management continued to take efforts to effect the

necessary actions to remedy any failings or weaknesses identified

through the operation of the group's framework of controls.

Internal control over financial

reporting

The bank is required to comply with section 404 of the US Sarbanes-

Oxley Act of 2002 and assess its effectiveness of internal control over

financial reporting at 31 December 2024, adopting the principles of

the Committee of Sponsoring Organizations of the Treadway

Commission (’COSO’) 2013 framework for the monitoring of risk

management and internal control systems to satisfy the requirements

of section 404 of the Sarbanes-Oxley Act.

The primary mechanism through which comfort over risk

management and internal control systems is achieved is through

annual assessments of the effectiveness of controls to manage risk,

and the reporting of issues on a regular basis through the various risk

management and risk governance forums.

The key risk management and internal control procedures over

financial reporting include the following:

– Entity level controls ('ELC'): ELCs are a defined suite of internal

controls that have a pervasive influence over the entity as a whole

and meet the principles of the COSO framework. They include

controls related to the control environment, such as the bank's

values and ethics, the promotion of effective risk management and

the overarching governance exercised by the Board and its non-

executive committees. The design and operational effectiveness

of ELCs are assessed on an ongoing basis. If issues are significant

to the group, they are notified to the Audit Committee, and to

other Committees and forum as appropriate.

– Process level transactional controls: Key process level controls

that mitigate risk of financial misstatement are identified, recorded

and monitored in accordance with the risk framework. This

includes the identification and assessment of relevant control

issues against which action plans are tracked through to

remediation. Further details on the group’s approach to risk

management can be found on page 21. The Audit Committee has

continued to receive regular updates on HSBC’s ongoing activities

for improving the effective oversight of end-to-end business

processes and management continues to identify opportunities for

enhancing key controls, such as through the use of automation

technologies.

– Financial reporting controls: The group’s financial reporting process

is controlled using documented accounting policies and reporting

formats, supported by detailed instructions and guidance on

reporting requirements, issued to all reporting entities within the

group in advance of each reporting period end. The submission of

financial information from each reporting entity is supported by a

certification by the responsible financial officer and analytical

review procedures at subsidiary and group levels.

– External Reporting Forum: The External Reporting Forum reviews

financial reporting disclosures to be made by the bank for accuracy

and completeness. The integrity of disclosures is underpinned by

structures and processes within the group's Finance and Risk

functions that support rigorous analytical review of financial

reporting and the maintenance of proper accounting records.

– Disclosure Committee: Chaired by the Chief Financial Officer, the

committee supports the discharge of the bank’s obligations under

relevant legislation and regulation including the European Union’s

Market Abuse Regulation ('EU MAR'), as it forms part of domestic

law of the United Kingdom by virtue of the European Union

(Withdrawal) Act 2018, as amended ('UK MAR'), the UK Listing

Rules, Prospectus Regulation Rules and the Disclosure Guidance

and Transparency Rules of the UK's Financial Conduct Authority,

the New York Stock Exchange’s Listed Company Manual, U.S.

Securities laws and the rules and regulations of the SEC, and also

any other listing and disclosure rules of the markets and

exchanges on which the bank’s financial instruments are listed,

including any other requirements that shall apply from time to

time. In so doing, the Disclosure Committee is empowered to

determine whether a new event or circumstance should be

disclosed, including the form and timing of such disclosure, and

review certain material disclosures made or to be made by the

group. The membership of the Disclosure Committee consists of

senior management, including the Chief Financial Officer, Chief

Risk Officer, General Counsel, Company Secretary and the Head

of Fixed Income Investor Relations (HSBC Holdings plc). The

integrity of disclosures is underpinned by structures and processes

within the Finance, Risk and Compliance functions that support

rigorous analytical review of financial reporting and the

maintenance of proper accounting records. As required by the

Sarbanes-Oxley Act, the Chief Executive Officer and the Chief

Financial Officer have certified that the group’s disclosure controls

and procedures were effective as at the end of the period covered

by the Annual Report and Accounts 2024. The annual review of

the effectiveness of the group’s system of risk management and

internal control over financial reporting was conducted with

reference to the COSO 2013 framework. Based on the

assessment performed, the Chief Executive Officer and Chief

Financial Officer concluded that for the year ended 31 December

2024, the group’s internal control over financial reporting was

effective.

– Subsidiary certifications: Certifications are provided to the Audit

Committee and the Risk Committee (full and half yearly) and to the

Nomination, Remuneration and Governance Committee (annually)

from the audit, risk and remuneration committees of key material

subsidiary companies confirming amongst other things that:

–Audit – the financial statements of the subsidiary have been

prepared in accordance with group policies, present fairly the

state of affairs of the subsidiary and are prepared on a going

concern basis;

–Risk – the risk committee of the subsidiary has carried out its

oversight activities consistent with and in alignment to the

RMF; and

–Remuneration – the remuneration committee of the subsidiary

has discharged its obligations in overseeing the implementation

and operation of HSBC’s Group Remuneration Policy.

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Employees

Health and safety

We are committed to providing a safe and healthy working

environment for everyone. We have adopted global policies,

mandatory procedures, and incident and information reporting

systems across the organisation that reflect our core values and are

aligned to international standards. Our global health and safety

performance is subject to ongoing monitoring and assurance to

ensure we are compliant with relevant laws and regulations.

Our Chief Operating Officers have overall responsibility for

engendering a positive health and safety culture and ensuring that

global policies, procedures and systems are put into practice locally.

They also have responsibility for ensuring all local legal requirements

are met.

We delivered a range of initiatives in 2024 to help us understand and

manage our health and safety risks:

– We reinforced our advice and risk assessment and control

methodology on working from home for employees adopting a

hybrid work style, providing more awareness and best practices on

good ergonomics and well-being.

– We delivered health and safety training and awareness for HSBC

Bank Plc employees and contractors, ensuring roles and

responsibilities were clear and understood.

– We completed the annual safety inspection on all of our HSBC

Bank Plc buildings, to ensure we were meeting our standards and

continuously improving our safety performance.

– We continued to hold health & safety themed awareness

campaigns and facilitate CPR and first aid training for our

colleagues.

– In 2024, we achieved full implementation of our Eat Well Live Well

programme across 100% of catered HSBC sites, driving global

healthy food sales to 32% with over 10% of all dishes sold globally

being plant-based. These results were supported by monthly Eat

Well Live Well events, and virtual teaching kitchens accessible to

all employees.

– Protection of our colleagues and operations is of critical

importance, and we have effective controls in place to protect our

people from natural disasters (such as storms and earthquakes). In

2024, there were no injuries or business impact resulting from

natural disasters.

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| Employee health and safety | | | |
|  | 2024 | 2023 | 2022 |
| Number of employee workplace fatalities | — | — | — |
| Number of major injuries to employees1 | 1 | 3 | — |
| Number of employee All Other Accidents | 8 | 19 | 21 |
| All injury rate per 100,000 employees | 78 | 148 | 136 |

1Fractures, dislocation, concussion, loss of consciousness overnight

admission to hospital.

Inclusion

We are guided by our global purpose: to open up a world of

opportunity for our customers, colleagues, and communities, which is

underpinned by our values: we value difference; we succeed

together; we take responsibility, and we get it done.

As an international bank we recognize that economies, societies,

supply chains and people’s lives are interconnected. To help create

long-term value for our stakeholders, we focus on fostering inclusion

and building resilience for our colleagues, customers, and the

communities we operate within. Our established ambitions guide

how we deliver our purpose, including increasing representation of

under-represented groups, specifically, women and Black heritage

colleagues in the senior leadership roles, and cultivating a more

inclusive and resilient culture at HSBC. Members of the HSBC Europe

Executive Committee are held to account for the actions they take on

inclusion via ambitions contained within their performance

scorecards, and management through our governance forums.

We are pleased to report on key progress made in 2024:

Achievements

– Throughout 2024 we held our senior executives accountable for

activity via regular Europe Diversity and Inclusion Council sessions,

chaired by the Chief Executive Officer and consisting of the

European Executive Committee. The sessions worked to reinforce

our commitments, define high-impact actions, engage more

closely with our Employee Resources Groups and track progress

and accountability.

– Throughout 2024, we delivered multiple events and conferences

to support our colleagues across our European countries, including

a week of Inclusion events in May hosted by our Inclusive Europe

Employee Resource Group ('ERG') with more than 1000

attendees. Our Employee Resource Groups ('ERG's) contribute

significant support to colleagues across Europe. They are led by

colleagues with a range of shared values, identities, interests, and

goals including disability, LGBTQ+, ethnicity, parenting, and

gender. In 2024 we launched 3 new ERGs focused on Ethnicity,

Parents and Disability in Europe.

– We engaged 24 of our most talented women in career

conversations with the Europe Executive Committee, with scores

on quality of sessions averaging 9.3/10, and supported 70 of our

mid-level women executives with 1:1 coaching via the Ezra

coaching platform, our new global provider.

– 80+ of our most senior leaders participated in Inclusive Leadership

training.

– We had a Black heritage action plan, through 2024, to support our

ethnicity ambitions, including a Black Heritage Sponsorship

Programme in Global Banking and Markets and Commercial

Banking.

– 65.8% of employees in the UK, Bermuda, Channels Islands and

Isle of Man and South Africa have declared their ethnicity in our

'HR Direct' system, as of 31 December 2024. For our senior

leaders, this figure is 70.9%.

Gender representation statistics

As part of our global ambition to achieve 35% senior leadership roles

held by women by the end of 2025, HSBC Europe focused on making

improvements to promotion and recruitment processes to support

more equitable career progression. Whilst our progress remains slow,

with organizational restructuring across the region contributing to

static year on year figures for senior women in leadership roles, we

continued to hire a more balanced population at senior levels. Merit

remains the principal factor in our hiring decisions.

Female representation by management level:

– All grades – 48.3%;

– GCB 6-8 Clerical grades – 63.4%;

– GCB 4-5 Management – 44%; and

– GCB 0-3 Senior management – 25.3%, with 29% of new senior

executives hires female, and overall, 47.5% new hires female in

2024.

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Employment of people with a

disability

We provided equal opportunities for all employees, particularly those

with disabilities. Where necessary, we will provide appropriate

training, facilities, and equipment. In 2024 we delivered a full review

and enhancement of our reasonable accommodations process in

France, Germany, and Switzerland to support colleagues with a

disability or neurodivergence through our recruitment processes.

Continuous work also ensures individualised support is provided to

make home office adjustments and colleagues have access to a range

of global resources that provide information on available software,

hardware, and support for managers.

Our ERG's, supported by HR and business leadership, are doing an

important job of breaking down barriers. They offer a space for

discussion between those with a disability and their allies for

exchanges of inclusive best practices, building confidence and

reducing stigma.

Where it is legally permissible to do so, colleagues are able to

disclose whether they have a disability in our HR systems.

Learning and talent development

We built a dynamic environment where our colleagues can develop

skills and undertake experiences that help them fulfil their potential.

Our approach allows us to support our colleagues' career goals.

We expect all colleagues to complete global mandatory training each

year regardless of their contract type. This training plays a critical role

in shaping our culture, ensuring a focus on the issues fundamental to

our work – such as sustainability, financial crime risk, and intolerance

of bullying and harassment. New joiners attend our Global Discovery

programme to build their knowledge of the organisation and engage

them with our purpose, values, and strategy.

HSBC University remains our home for skills development with

access to face-to-face training and an extensive digital content

catalogue ranging for quick videos, podcasts and Learning pathways.

Powered by Degreed, our HSBC University platform provides tailored

content aligned to employees' chosen skills and areas levering our

many technical academies. Our Leadership development partners

include Imperial College and London Business Schools, with whom

we work on topics of strategic importance. For example, during 2024,

we continued to deploy the suite of the Managing Director

Programmes, offering experiential learning with small working groups

to address live challenges across the business. Executive

Masterclasses provide a deep dive into topics, issues and skills that

will shape HSBC's future.

My HSBC Career Portal, which offers career development information

and resources to help colleagues manage the various stages of their

careers, from joining to career progression, is also available to all our

employees. However, we also recognise that most development

happens while our colleagues work through regular coaching,

feedback, and performance management, and to support this we

have launched the Talent Marketplace to all HSBC Europe employees.

This allows our employees to connect to 'on-the-job' development

opportunities across the HSBC Group by matching individuals'

existing skills and career aspirations to live projects. Allowing HSBC

Europe to supplement its personnel in developing local initiatives and

projects.

Employee relations

We consult and, where appropriate, negotiate with employee

representative bodies where we have them. We also aim to maintain

well-developed communications and consultation programmes with

all employee representative bodies, and there have been no material

disruptions to our operations from labour disputes during the past five

years.

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Disclosure of information to auditors

The directors are not aware that there is any relevant audit

information (as defined in the Companies Act 2006) of which the

bank’s auditors are unaware and processes are in place to ensure that

the bank’s auditors are aware of any relevant audit information.

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Auditors

PricewaterhouseCoopers LLP (‘PwC’) are the external auditors to the

bank. PwC has expressed its willingness to continue in office and the

Board recommends that PwC be re-appointed as the bank’s auditors.

A resolution proposing the re-appointment of PwC as the bank’s

auditors, and giving authority to the Audit Committee to determine its

remuneration, will be submitted to the forthcoming AGM.

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Branches

HSBC Bank plc provides a wide range of banking and financial

services through 20 markets. HSBC Bank plc is simplifying its

operating model to one integrated business supporting a wholesale

banking hub for the EU in Paris and a wholesale banking hub for

western markets in London. Further information on the bank’s

branches are located in ‘HSBC in Europe’ on page 4.

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Directors' Report Disclosures table

Disclosures required pursuant to the Large and Medium-sized

Companies and Groups (Accounts and Reports) Regulations 2008 as

updated by Companies (Miscellaneous Reporting) Regulations 2018

can be found on the following pages:

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| --- | --- |
|  |  |
| Engagement with employees | Pages 7 to 10 |
| Engagement with suppliers, customers and others in  a business relationship with the bank | Pages 7 to 10 |
| Hedge accounting policy | Note 14, Pages  167 to 170 |
| Future developments | Pages 4 to 5 |

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| 104 | HSBC Bank plc Annual Report and Accounts 2024 |

Report of the Directors | Corporate Governance Report

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Articles of Association, conflicts of

interest and indemnification of

Directors

Revised Articles of Association were approved at the 2024 AGM. The

principal changes included updates and changes to articles on hybrid

meetings, general meetings, the Board’s powers to allot shares and

grant rights, Directors’ written resolutions, removal of the provisions

relating to untraced shareholders and powers of the Board regarding

reserves of the profits of the company.

The bank's Articles of Association gives the Board authority to

approve Directors’ conflicts and potential conflicts of interest. The

Board has adopted policies and procedures for the approval of

Directors’ actual or potential conflicts of interest. On appointment,

new Directors are advised of the process for dealing with conflicts

and a review of those conflicts that have been authorised, and the

terms of those authorisations, is routinely undertaken by the Board.

The Articles of Association of the bank contain a qualifying third-party

indemnity provision, which entitles Directors and other officers to be

indemnified out of the assets of the bank against claims from third

parties in respect of certain liabilities. HSBC Group has granted, by

way of deed poll, indemnities to the Directors, including former

Directors who retired during the year, against certain liabilities arising

in connection with their position as a Director of any HSBC Group

company, including the bank and its subsidiaries. Directors are

indemnified to the maximum extent permitted by law.

The indemnities that constitute a 'qualifying third-party indemnity

provision', as defined by section 234 of the Companies Act 2006,

remained in force for the whole of the financial year (or, in the case of

Directors appointed during 2024, from the date of their appointment).

The deed poll is available for inspection at the registered office of

HSBC Holdings plc.

Additionally, Directors have the benefit of Directors’ and Officers’

liability insurance. Qualifying pension scheme indemnities have also

been granted to the Trustees of the Group's pension schemes, which

were in force for the whole of the financial year and remain in force as

at the date of this report.

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Research and Development

In the ordinary course, the businesses develop new products and

services.

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Events after the Balance Sheet Date

For details of events after the balance sheet date, see Note 35 on

the Financial Statements.

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| HSBC Bank plc Annual Report and Accounts 2024 | 105 |

Statement on going concern

The Directors consider it appropriate to prepare the financial statements on the going concern basis. In making their going concern assessment,

the Directors have considered a wide range of detailed information relating to present and potential conditions, including profitability, cash flows,

capital requirements and capital resources.

Further information relevant to the assessment is provided in the Strategic Report and the Report of the Directors, in particular:

– a description of the group’s strategic direction;

– a summary of the group's financial performance and a review of performance by business;

– the group’s approach to capital management and its capital position; and

– the top and emerging risks facing the group, as appraised by the Directors, along with details of the group's approach to mitigating those

risks and its approach to risk management in general.

In addition, the objectives, policies and processes for managing credit, liquidity and market risk are set out in the ‘Report of the Directors: Risk’.

The Report of the Directors comprising pages 21 to [104](#ibb56d40e9aa247dbbe232378c585101f_2554) was approved by the Board on 18 February 2025 and is signed on its behalf:

By order of the Board

Kavita Mahtani

Director

HSBC Bank plc

18 February 2025

Registered number 00014259

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| 106 | HSBC Bank plc Annual Report and Accounts 2024 |

Report of the Directors | Corporate Governance Report

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Statement of directors'

responsibilities in respect of the

financial statements

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the group

and the company financial statements in accordance with UK-adopted international accounting standards. In preparing the group and company

financial statements, the directors have also elected to comply with International Financial Reporting Standards issued by the International

Accounting Standards Board ('IFRS Accounting Standards').

The group and company have also prepared financial statements in accordance with international financial reporting standards adopted pursuant

to Regulation (EC) No 1606/2002 as it applies in the European Union.

Under company law, directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state

of affairs of the group and the company and of the profit or loss of the group for that period. In preparing the financial statements, the directors

are required to:

– select suitable accounting policies and then apply them consistently;

– state whether applicable UK-adopted international accounting standards, international financial reporting standards adopted pursuant to

Regulation (EC) No 1606/2002 as it applies in the European Union and IFRS Accounting Standards have been followed, subject to any

material departures disclosed and explained in the financial statements;

– make judgements and accounting estimates that are reasonable and prudent; and

– prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue

in business.

The directors are responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention

and detection of fraud and other irregularities.

The directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s

transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that

the financial statements comply with the Companies Act 2006.

The directors are responsible for the maintenance and integrity of the company’s financial statements published on HSBC’s website. Legislation

in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Directors’ confirmations

Each of the directors, whose names and functions are listed in Corporate Governance Report confirm that, to the best of their knowledge:

– the group and company financial statements, which have been prepared in accordance with UK-adopted international accounting standards,

international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union and IFRS

Accounting Standards, give a true and fair view of the assets, liabilities and financial position of the group and company, and of the profit of

the group; and

– the Strategic Report includes a fair review of the development and performance of the business and the position of the group and company,

together with a description of the principal risks and uncertainties that it faces.

In the case of each director in office at the date the Report of the Directors is approved:

– so far as the director is aware, there is no relevant audit information of which the group’s and company’s auditors are unaware; and

– they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information

and to establish that the group’s and company’s auditors are aware of that information.

On behalf of the Board

Kavita Mahtani

Director

HSBC Bank plc

18 February 2025

Registered number 00014259

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| HSBC Bank plc Annual Report and Accounts 2024 | 107 |

Independent auditors’ report to the

members of HSBC Bank plc

Report on the audit of the financial statements

Opinion

In our opinion, HSBC Bank plc’s group financial statements and company financial statements (the 'financial statements'):

– give a true and fair view of the state of the group’s and of the company’s affairs as at 31 December 2024 and of the group’s profit and the

group’s and company’s cash flows for the year then ended;

– have been properly prepared in accordance with UK-adopted international accounting standards as applied in accordance with the provisions

of the Companies Act 2006; and

– have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements, included within the Annual Report and Accounts 2024 (the 'Annual Report'), which comprise the:

– consolidated balance sheet as at 31 December 2024;

– consolidated income statement and consolidated statement of comprehensive income for the year then ended;

– consolidated statement of changes in equity for the year then ended;

– consolidated statement of cash flows for the year then ended;

– HSBC Bank plc balance sheet as at 31 December 2024;

– HSBC Bank plc statement of changes in equity for the year then ended;

– HSBC Bank plc statement of cash flows for the year then ended; and

– notes to the financial statements, comprising material accounting policy information and other explanatory information.

Certain notes to the financial statements have been presented elsewhere in the Annual Report, rather than in the notes to the financial

statements. These are cross-referenced from the financial statements and are identified as ‘(Audited)’. The relevant disclosures are included in

the Risk review section on pages 21 to 93.

Our opinion is consistent with our reporting to the Audit Committee.

Separate opinion in relation to international financial reporting standards

adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the

European Union

As explained in note 1.1(a) to the financial statements, the group and company, in addition to applying UK-adopted international accounting

standards, have also applied international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the

European Union.

In our opinion, the group and company financial statements have been properly prepared in accordance with international financial reporting

standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union.

Separate opinion in relation to IFRSs as issued by the IASB

As explained in note 1.1(a) to the financial statements, the group and company, in addition to applying UK-adopted international accounting

standards, have also applied International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board

(IASB) ('IFRS Accounting Standards').

In our opinion, the group and company financial statements have been properly prepared in accordance with IFRS Accounting Standards.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) ('ISAs (UK)'), International Standards on Auditing issued by

the International Auditing and Assurance Standards Board ('ISAs') and applicable law. Our responsibilities under ISAs (UK) and ISAs are further

described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we

have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in

the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and the International Code of Ethics for

Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants

(IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.

To the best of our knowledge and belief, we declare that non-audit services prohibited by either the FRC’s Ethical Standard or Article 5(1) of

Regulation (EU) No 537/2014 were not provided.

Other than those disclosed in note 6, we have provided no non-audit services to the company or its controlled undertakings in the period under

audit.

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| 108 | HSBC Bank plc Annual Report and Accounts 2024 |

Independent auditors’ report to the members of HSBC Bank plc

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Our audit approach

Overview

Audit scope

– We performed full scope audits of two significant components, namely the UK non-ring-fenced bank ('UK NRFB') and HSBC Continental

Europe ('HBCE'). For two further components, specific audit procedures were performed over selected significant account balances and

financial statement note disclosures.

Key audit matters

– Expected credit losses - Impairment of loans and advances to customers (group and company)

– Impairment of investment in subsidiaries (company)

Materiality

– Overall group materiality: £258m (2023: £231m) based on 1% of Tier 1 capital.

– Overall company materiality: £136m (2023: £129m) based on 1% of Tier 1 capital.

– Performance materiality: £194m (2023: £174m) (group) and £102m (2023: £97m) (company).

The scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.

Key audit matters

Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the 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)

identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit;

and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were

addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a

separate opinion on these matters.

This is not a complete list of all risks identified by our audit.

Impairment of investment in subsidiaries (company) is a new key audit matter this year. Otherwise, the key audit matters below are consistent

with last year.

Expected credit losses – Impairment of loans and advances to customers (group and

company)

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| Nature of the key audit matter |
| Determining ECL involves management judgement and is subject to a high degree of estimation uncertainty. Management makes various assumptions  when estimating ECL. We performed a risk assessment to identify those assumptions with significant levels of management judgement and for which  variations had the most material impact on ECL.  Judgements were made in selecting applicable recovery strategies which determine the estimated loss for the larger individually assessed wholesale  Stage 3 cases, specifically around cash flow assumptions, including timing of cash flows and where applicable, valuation of collateral.  The modelling methodologies used to estimate ECL are developed using historical experience. We assess the impact of limitations in these  methodologies when forecasting the extent and timing of future customer defaults or when responding to emerging risks, such as climate risk. The  focus of our assessment of the impact of climate risk on ECL was to evaluate management’s risk assessment process for identifying, quantifying and  concluding that the impact of climate risk on ECL for the year end was immaterial. |

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| Matters discussed with the Audit Committee |
| We reported to the Audit Committee our observations covering governance and controls over ECL. Our observations regarded:  – conclusions over significant assumptions used to estimate the discounted cash flow projections for larger individually assessed credit impaired  wholesale exposures; and  – the disclosures made in relation to ECL. |

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|  |
| How our audit addressed the Key Audit Matter |
| We assessed the design and effectiveness of governance and controls over the estimation of ECL. We observed management's review and challenge  in governance forums for the assessment of ECL for wholesale portfolios.  We also tested controls over the approval of significant individual impairments relating to high value wholesale credit-impaired exposures.  In respect of a sample of larger individually assessed credit-impaired wholesale exposures we:  – tested the completeness and accuracy of certain input data used by management to determine expected credit losses;  – evaluated the reasonableness of certain cash flow scenarios and the weighting of those scenarios;  – assessed the significant assumptions used to estimate the discounted cash flow projections and where appropriate we involved experts to assess  the underlying collateral or business valuations;  – considered the sensitivity of ECL to variations in the severity and probability weighting of scenarios; and  – considered whether the judgements made in selecting the significant assumptions would give rise to indicators of possible management bias.  We evaluated the disclosures made in the consolidated financial statements in relation to the measurement of expected credit losses of loans and  advances to customers - wholesale stage 3.  We evaluated management’s risk assessment in respect of the impact of climate change on the ECL provision, including involving our modelling  specialists to evaluate the stress testing and scenario analysis methodology used and sensitising key assumptions.  Finally, we tested the audited Credit Risk disclosures made in the Annual Report. |

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| HSBC Bank plc Annual Report and Accounts 2024 | 109 |

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| Relevant reference in the Annual report and Accounts 2024 |
| – Audited credit risk disclosures, pages 31 – 73.  – Audit Committee Report, page 97.  – Note 1.2(d): Financial instruments measured at amortised cost, page [129](#i5178fc6ea6834fad9681a7b5c60a3886_307869).  – Note 1.2(i): Impairment of amortised cost and FVOCI financial assets, page  [131](#i5178fc6ea6834fad9681a7b5c60a3886_307870). |

Impairment of investment in subsidiaries (company)

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| Nature of the key audit matter |
| Management reviewed investments in subsidiaries for indicators of impairment as at 31 December 2024. Where indicators were identified  management estimated the recoverable amount using a value in use (‘VIU’) model. Management’s assessment resulted in an impairment charge of  £0.9 billion in relation to the investment in HBCE. The methodology in the VIU model is dependent on various assumptions, both short term and long  term in nature. These assumptions, which are subject to estimation uncertainty, are derived from a combination of management’s judgement, experts  engaged by management and market data. The significant assumptions that we focused our audit on were those with greater levels of management  judgement and for which variations had the most significant impact on the recoverable amount. Specifically, these included forecast cash flows for 2025  to 2029 and discount rates. |

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| Matters discussed with the Audit Committee |
| We discussed the appropriateness of methodologies used and significant assumptions with the audit committee, giving consideration to the  macroeconomic outlook and HSBC’s strategy. We considered reasonable possible alternatives for significant assumptions. |

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| How our audit addressed the Key Audit Matter |
| We tested the controls in place over the forecasted cash flow assumptions used to determine the recoverable amounts. We assessed the  appropriateness of the methodology used, and the mathematical accuracy of the calculations, to estimate the recoverable amounts. In respect of the  significant assumptions, our testing included the following:  – Challenging the achievability of management’s business plan and the prospects for HSBC’s businesses, as well as considering the achievement of  historic forecasts;  – Obtaining and evaluating evidence relating to significant assumptions, from a combination of historic experience and external market and other group  financial information;  – Assessing whether the cash flows included in the model were in accordance with the relevant accounting standard;  – Assessing the sensitivity of the VIU to reasonable variations in significant assumptions, both individually and in aggregate; and  – Determining a reasonable range for the discount rate used within the model, with the assistance of our valuation experts, and comparing it to the  discount rate used by management.  We evaluated and tested the disclosures made in the financial statements in relation to investment in subsidiaries. |

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|  |
| Relevant reference in the Annual report and Accounts 2024 |
| – Audit Committee Report, page 97.  – Note 1.2(a): consolidation and related policies, pages [127](#i5178fc6ea6834fad9681a7b5c60a3886_307873) – [128](#i5178fc6ea6834fad9681a7b5c60a3886_344729).  – Note 18: Investments in subsidiaries, pages [173](#i35210a5a94864b4497a544f69fac3e01_3540) – [174](#i0e710dd56b4e47f0beb1163bcaa0b013_0-0-1-5-10535578). |

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| 110 | HSBC Bank plc Annual Report and Accounts 2024 |

Independent auditors’ report to the members of HSBC Bank plc

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How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a

whole, taking into account the structure of the group and the company, the accounting processes and controls, and the industry in which they

operate.

A focus on risk factors

The risks that HSBC Bank plc faces are diverse, with the interdependencies between them being numerous and complex. In performing our risk

assessment we engaged with a number of stakeholders to ensure we appropriately understood and considered these risks and their

interrelationships. This included stakeholders within HSBC and our own experts within PwC. This engagement covered external factors across

the geopolitical, macroeconomic, regulatory and accounting landscape, and the impact of climate risk. It also covered the strategy and

transformation-driven internal environment at HSBC.

Scoping

HSBC Bank plc operates as one integrated business with two main hubs in London and Paris. The London hub consists of the UK NRFB and the

Paris hub comprises HBCE, its EU branches and its subsidiaries in Malta and Luxembourg.

Through our risk assessment, we tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the

financial statements as a whole, taking into account the structure of the group and the company, the accounting processes and controls, and

the industry in which they operate. The risks of material misstatement can be reduced to an acceptable level by testing the entities that are

significant due to their size and those that drive particular significant risks identified as part of our risk assessment. We continually assessed

risks and changed the scope of our audit where necessary. Our risk assessment and scoping identified certain entities (collectively the

'components') for which we obtained audit opinions. This ensures that sufficient coverage has been obtained for each financial statement line

item (FSLI).

In establishing the overall approach to the group and company audit, we scoped using the balances relevant to each component and determined

the type of work that needed to be performed over the components by us, as the group engagement team, or auditors within PwC UK and from

other PwC network firms operating under our instruction (‘component auditors’).

Significant components audit approach

As a result of our scoping for the group we determined that full scope audits of the significant components were necessary, owing to their

financial significance. We instructed component auditors, PwC UK and PwC France to work to assigned materiality levels reflecting the size of

the operations they audited. Certain significant component auditors performed their work to a local statutory audit materiality that was a lower

level than our allocated group materiality. We then considered the significance of other components in relation to primary statement account

balances and note disclosures.

In doing this we also considered the presence of any significant audit risks and other qualitative factors (including history of misstatements

through fraud or error). For two components, specific audit procedures were performed over selected significant account balances. For the

remainder, the risk of material misstatement was mitigated through group audit procedures including testing of entity level controls and group

and company level analytical review procedures.

In June 2024, we held a meeting in London with the engagement partners and senior staff from the group audit team and the PwC teams who

undertake audits of the components that are significant due to size or risk. The meeting focused primarily on assessing our approach to auditing

the group’s businesses, changes at HSBC Bank plc and in our PwC teams, and how we continue to innovate and improve the quality of the

audit. We also discussed our significant audit risks.

We were in active dialogue throughout the year with the engagement partners and teams responsible for the UK NFRB and HBCE audits,

including directing how they planned and performed their work. Senior members of our team undertook at least one in-person site visit prior to

the year-end where a full scope audit was requested and we had oversight over certain areas of audit work performed. Our interactions with

component auditors included regular communication throughout the audit, including the issuance of instructions, a review of working papers

relating to the key audit matters, in-person site visits and remote virtual sessions to inspect their working papers throughout the different

phases of the audit and formal clearance meetings. This enabled us to effectively focus on the direction, supervision and review of the work

performed by the component auditors. The group audit engagement partner was also the partner on the audit of the UK NRFB significant

component.

Group-wide audit approach

Certain balances were audited by the PwC HSBC Holdings plc Group engagement team where they related to Group level accounts. HSBC has

entity level controls that have a pervasive influence across the Group, as well as other global and regional governance and controls over aspects

of financial reporting, such as those operated by the Global Risk function for expected credit losses. A significant amount of IT and operational

processes and controls relevant to financial reporting are undertaken in operations centres run by Digital Business Services ('DBS'). Whilst these

operations centres are not separate components, the IT and operational processes and controls are relevant to the financial information of HSBC

Bank plc. Financial reporting processes and controls are also performed centrally in HSBC Bank plc’s finance operations centres (‘Finance

Operations’), including the impairment assessment of investment in subsidiaries and intangible assets, the consolidation of HSBC Bank plc's

results, the preparation of financial statements, and certain management oversight controls relevant to financial reporting.

HSBC Holdings plc Group-wide processes or processes in DBS and Finance Operations are subject to specified audit procedures or an audit

over specific financial statement line items. These procedures primarily relate to testing of IT general controls, forward looking economic

scenarios for ECL, operating expenses, intangible assets, valuation of financial instruments, intercompany eliminations, reconciliations,

consolidation and payroll. For these areas, we either performed audit work ourselves, or directed and provided oversight of the audit work

performed by other PwC teams. This audit work, together with analytical review procedures and assessing the outcome of local external audits,

also addressed the risk of material misstatement for balances in entities that were not part of a significant component.

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| HSBC Bank plc Annual Report and Accounts 2024 | 111 |

The impact of climate risk on our audit

In considering the impact of climate risk on our audit, we:

– Made enquiries of management to understand the extent of the potential impact of climate risk on the financial statements and we remained

alert when performing our audit procedures for any indicators of the impact of climate risk.

– Evaluated and challenged management's assessment of the impact of climate risk, which includes the potential impact on ECL, classification

and measurement of financial instruments and going concern assumption.

– Read the disclosures in relation to climate risk made in the other information within the Annual Report to ascertain whether the disclosures

are materially consistent with the financial statements and our knowledge from our audit. Our responsibility over other information is further

described in the Reporting on other information section of our report.

Our procedures did not identify any material incremental adjustments needed to capture climate impacts on the group and company financial

statements.

Materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together

with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the

individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the

financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | Financial statements – group | Financial statements – company |
| Overall materiality | £258m (2023: £231m). | £136m (2023: £129m). |
| How we determined it | 1% of Tier 1 capital | 1% of Tier 1 capital |
| Rationale for benchmark applied | Tier 1 capital was also used as the benchmark in the prior year. The basis for determining materiality was re-evaluated and  we considered other benchmarks, such as profit before tax. Tier 1 capital was determined to be the most appropriate  benchmark given the importance of this metric to the HSBC Bank plc decision making process and to principal users of the  financial statements, including regulators and the ultimate holding company HSBC Holdings plc. | |

For each component in the scope of our group audit, we allocated a materiality that was less than our overall group materiality. The range of

materiality allocated across components was £7m to £130m. Certain components were audited to a local statutory audit materiality that was

also less than our overall group materiality.

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected

misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature

and extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. Our

performance materiality was 75% (2023: 75%) of overall materiality, amounting to £194m (2023: £174m) for the group financial statements and

£102m (2023: £97m) for the company financial statements.

In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment and aggregation

risk and the effectiveness of controls - and concluded that an amount at the upper end of our normal range was appropriate.

We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £13m (group audit) (2023:

£12m) and £7m (company audit) (2023: £6m) as well as misstatements below those amounts that, in our view, warranted reporting for

qualitative reasons.

Conclusions relating to going concern

Our evaluation of the directors’ assessment of the group's and the company’s ability to continue to adopt the going concern basis of accounting

included:

– Performing a risk assessment to identify factors that could impact the going concern basis of accounting, including both internal risks (e.g.,

strategy execution) and external risks (e.g., macroeconomic conditions);

– Understanding and evaluating the group and company’s financial forecasts and stress testing of liquidity and regulatory capital, including the

severity of the stress scenarios that were used;

– Understanding and evaluating credit rating agency ratings and actions; and

– Reading and evaluating the adequacy of the disclosures made in the financial statements in relation to going concern.

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's and the 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 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.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the group's and the company's

ability to continue as a going concern.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

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| 112 | HSBC Bank plc Annual Report and Accounts 2024 |

Independent auditors’ report to the members of HSBC Bank plc

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Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon.

The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and,

accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.

In connection with our audit of the financial statements, 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 audit, or otherwise appears to be

materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to

conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on

the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report based on these responsibilities.

With respect to the Strategic report and Report of the Directors, we also considered whether the disclosures required by the UK Companies Act

2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as

described below.

Strategic report and Report of the Directors

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Report of the Directors

for the year ended 31 December 2024 is consistent with the financial statements and has been prepared in accordance with applicable legal

requirements.

In light of the knowledge and understanding of the group and company and their environment obtained in the course of the audit, we did not

identify any material misstatements in the Strategic report and Report of the Directors.

Responsibilities for the financial statements and the audit

Responsibilities of the directors for the financial statements

As explained more fully in the Statement of directors' responsibilities in respect of the financial statements, the directors are responsible for the

preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view.

The directors are also responsible for such internal control as they 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’s and the 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 company or to cease operations, or have no realistic alternative but to do so.

Auditors’ 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 auditors’ 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) and ISAs 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities,

outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of

detecting irregularities, including fraud, is detailed below.

Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and regulations related

to breaches of financial crime laws and regulations and regulatory compliance, including regulatory reporting requirements and conduct of

business, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered

those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006 and relevant tax legislation.

We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override

of controls) and determined that the principal risks were related to posting inappropriate journal entries to reduce costs, intentional mismarking

of trades, and management bias in accounting estimates.

The group engagement team shared this risk assessment with the component auditors so that they could include appropriate audit procedures

in response to such risks in their work. Audit procedures performed by the group engagement team and/or component auditors included:

– Review of correspondence with and reports to the regulators, including the Prudential Regulation Authority ('PRA') and Financial Conduct

Authority ('FCA');

– Review of minutes of meetings held by the Board of Directors and different committees such as the Audit Committee and Risk Committee,

which include discussions of management’s reporting to these committees in respect of compliance and legal matters;

– Enquiries of management and those charged with governance, and review of internal audit reports in so far as they related to the financial

statements;

– Obtaining legal confirmations from legal advisors relating to material litigation and compliance matters;

– Assessment of entity-level controls relating to corporate governance, whistleblowing arrangements, personal conduct and legal

investigations; and evaluation of matters reported on the group’s whistleblowing programmes and the results of management’s investigation

of such matters insofar as they related to the financial statements;

– Challenging assumptions and judgements made by management in their significant accounting estimates, in particular in relation to the

determination of fair value of financial instruments, the determination of expected credit losses, recoverability of deferred tax assets,

impairment of investment in subsidiaries and sufficiency of recognised provisions for litigation cases;

– Obtaining confirmations from third parties to confirm the existence of a sample of balances;

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| HSBC Bank plc Annual Report and Accounts 2024 | 113 |

– Identifying and testing journal entries meeting specific fraud criteria, including backdated journals, those posted with certain descriptions,

posted and/or approved by unexpected individuals, or journals corresponding to certain account combinations; and

– Varying the nature, timing and extent of substantive testing to introduce unpredictability.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with

laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, 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.

Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques.

However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to

target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a

conclusion about the population from which the sample is selected.

A further description of our responsibilities for the audit of the financial statements in accordance with ISAs (UK) is located on the FRC’s

website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.

As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We

also:

– Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and

perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our

opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may

involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

– Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances,

but not for the purpose of expressing an opinion on the effectiveness of the group’s and company’s internal control;

– Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by

management;

– Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained,

whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group’s and company’s ability to

continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the

related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are

based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group to

cease to continue as a going concern;

– Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the

consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation; and

– Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group and

company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance

of the group and company audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and

significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding

independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence,

and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit

of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our

auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine

that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to

outweigh the public interest benefits of such communication.

Use of this report

This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part

16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other

purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior

consent in writing.

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| 114 | HSBC Bank plc Annual Report and Accounts 2024 |

Independent auditors’ report to the members of HSBC Bank plc

|  |
| --- |
|  |
|  |

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

– we have not obtained all the information and explanations we require for our audit; or

– adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches

not visited by us; or

– certain disclosures of directors’ remuneration specified by law are not made; or

– the company financial statements are not in agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

Appointment

Following the recommendation of the Audit Committee, we were appointed by the directors on 31 March 2015 to audit the financial statements

for the year ended 31 December 2015 and subsequent financial periods. The period of total uninterrupted engagement is ten years, covering the

years ended 31 December 2015 to 31 December 2024.

|  |
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|  |
|  |

Other matter

The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include these financial statements

in an annual financial report prepared under the structured digital format required by DTR 4.1.15R – 4.1.18R and filed on the National Storage

Mechanism of the Financial Conduct Authority. This auditors’ report provides no assurance over whether the structured digital format annual

financial report has been prepared in accordance with those requirements.

Lawrence Wilkinson

(Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

London

18 February 2025

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| HSBC Bank plc Annual Report and Accounts 2024 | 115 |

Financial statements

|  |  |
| --- | --- |
|  |  |
|  | |
| Contents | |
| [115](#i89edcf5348e0475e9f439b0a48b7171f_4) | Consolidated income statement |
| [116](#i89edcf5348e0475e9f439b0a48b7171f_7) | Consolidated statement of comprehensive income |
| [117](#i89edcf5348e0475e9f439b0a48b7171f_10) | Consolidated balance sheet |
| [118](#i89edcf5348e0475e9f439b0a48b7171f_16) | Consolidated statement of changes in equity |
| [121](#i89edcf5348e0475e9f439b0a48b7171f_13) | Consolidated statement of cash flows |
| [122](#i89edcf5348e0475e9f439b0a48b7171f_19) | HSBC Bank plc balance sheet |
| [123](#i89edcf5348e0475e9f439b0a48b7171f_25) | HSBC Bank plc statement of changes in equity |
| [125](#i89edcf5348e0475e9f439b0a48b7171f_22) | HSBC Bank plc statement of cash flows |
|  |  |

Consolidated income statement

for the year ended 31 December

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  | 2024 | 2023 | 2022 |
|  | Notes\* | £m | £m | £m |
| Net interest income |  | 985 | 2,151 | 1,904 |
| –  interest income1,2 |  | 19,414 | 17,782 | 6,535 |
| –  interest expense3 |  | (18,429) | (15,631) | (4,631) |
| Net fee income | 2 | 1,275 | 1,229 | 1,295 |
| –  fee income |  | 2,758 | 2,594 | 2,593 |
| –  fee expense |  | (1,483) | (1,365) | (1,298) |
| Net income from financial instruments held for trading or managed on a fair value basis | 3 | 4,726 | 3,395 | 2,875 |
| Net income/(expense) from assets and liabilities of insurance businesses, including related derivatives,  measured at fair value through profit or loss | 3 | 857 | 1,168 | (1,370) |
| Changes in fair value of long-term debt and related derivatives |  | 2 | (63) | 102 |
| Changes in fair value of other financial instruments mandatorily measured at fair value through profit or loss |  | 413 | 284 | 143 |
| Net gains/(losses) from financial investments |  | 22 | (84) | (60) |
| (Losses)/gains recognised on Assets held for sale4 |  | (100) | 296 | (1,947) |
| Insurance finance (expense)/income | 4 | (984) | (1,184) | 1,106 |
| Insurance service result | 4 | 171 | 124 | 121 |
| –  Insurance revenue |  | 398 | 379 | 361 |
| –  Insurance service expense |  | (227) | (255) | (240) |
| Other operating income |  | 106 | 190 | 135 |
| Net operating income before change in expected credit losses and other credit impairment charges5 |  | 7,473 | 7,506 | 4,304 |
| Change in expected credit losses and other credit impairment charges |  | (163) | (169) | (222) |
| Net operating income |  | 7,310 | 7,337 | 4,082 |
| Total operating expenses |  | (5,260) | (5,142) | (5,251) |
| –  employee compensation and benefits | 5 | (1,672) | (1,706) | (1,698) |
| –  general and administrative expenses |  | (3,440) | (3,375) | (3,425) |
| –  depreciation and impairment of property, plant and equipment and right of use assets |  | (71) | (45) | (103) |
| –  amortisation and impairment of intangible assets |  | (77) | (16) | (25) |
| Operating profit/(loss) |  | 2,050 | 2,195 | (1,169) |
| Share of profit/(loss) in associates and joint ventures | 17 | 18 | (43) | (30) |
| Profit/(loss) before tax |  | 2,068 | 2,152 | (1,199) |
| Tax (charge)/credit | 7 | (785) | (427) | 646 |
| Profit/(loss) for the year |  | 1,283 | 1,725 | (553) |
| Profit/(loss) attributable to the parent company |  | 1,253 | 1,703 | (563) |
| Profit attributable to non-controlling interests |  | 30 | 22 | 10 |

\*For Notes on the financial statements, see page [126](#i89edcf5348e0475e9f439b0a48b7171f_28).

1Interest income includes  £17,467m (2023: £16,484m; 2022: £5,512m) of interest recognised on financial assets measured at amortised cost; £9m (2023: £42m;

2022: £422m) of negative interest recognised on financial liabilities and £1,944m (2023: £1,256m; 2022: £601m) of interest recognised on financial assets

measured at fair value through other comprehensive income. Include within this is £97m ( 2023: £117m; 2022: £59m) interest recognised on impaired financial

assets.

2Interest revenue calculated using the effective interest method comprises interest recognised on financial assets measured at either amortised cost or fair value

through other comprehensive income.

3Interest expense includes £17,195m (2023: £14,226m; 2022: £3,740m) of interest on financial liabilities, excluding interest on financial liabilities held for trading

or designated or otherwise mandatorily measured at fair value.

4In relation to the sale of our retail banking operations in France, we recognised a £1.7bn impairment loss in 3Q22 on initial classification of the business as held-

for-sale. In 1Q23, we reversed the £1.7bn impairment loss as the sale became less certain. On subsequent re-classification of the business as held-for-sale in

4Q23, we recognised a £1.5bn impairment loss.

5Net operating income before change in expected credit losses and other credit impairment charges is also referred to as 'revenue'.

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| 116 | HSBC Bank plc Annual Report and Accounts 2024 |

Financial statements

|  |
| --- |
|  |
|  |

Consolidated statement of comprehensive income

for the year ended 31 December

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2024 | 2023 | 2022 |
|  | £m | £m | £m |
| Profit/(loss) for the year | 1,283 | 1,725 | (553) |
| Other comprehensive income/(expense) |  |  |  |
| Items that will be reclassified subsequently to profit or loss when specific conditions are met: |  |  |  |
| Debt instruments at fair value through other comprehensive income | 144 | 439 | (1,886) |
| –  fair value gains/(losses) | 197 | 495 | (2,631) |
| –  fair value (gains)/losses transferred to the income statement on disposal | (28) | 93 | 59 |
| –  expected credit losses/(recoveries) recognised in the income statement | 1 | (2) | 6 |
| –  income taxes | (26) | (147) | 680 |
| Cash flow hedges | 103 | 663 | (943) |
| –  fair value (losses)/gains | (396) | 614 | (1,418) |
| –  fair value losses reclassified to the income statement | 538 | 301 | 127 |
| –  income taxes | (39) | (252) | 348 |
| Finance (expenses)/income from insurance contracts | (108) | (298) | 1,408 |
| –  before income taxes | (146) | (402) | 1,898 |
| –  income taxes | 38 | 104 | (490) |
| Exchange differences | (491) | (302) | 672 |
| Items that will not be reclassified subsequently to profit or loss: |  |  |  |
| Remeasurement of defined benefit asset/liability | (2) | (2) | 38 |
| –  before income taxes | (6) | (20) | 56 |
| –  income taxes | 4 | 18 | (18) |
| Equity instruments designated at fair value through other comprehensive income | (2) | (1) | — |
| –  fair value gains/(losses) | 13 | (1) | — |
| –  income taxes | (15) | — | — |
| Changes in fair value of financial liabilities designated at fair value upon initial recognition arising from changes in  own credit risk | (40) | (132) | 329 |
| –  fair value (losses)/gains | (55) | (179) | 462 |
| –  income taxes | 15 | 47 | (133) |
| Other comprehensive (expense)/income for the year, net of tax | (396) | 367 | (382) |
| Total comprehensive income/(expense) for the year | 887 | 2,092 | (935) |
| Attributable to: |  |  |  |
| –  shareholders of the parent company | 863 | 2,070 | (947) |
| –  non-controlling interests | 24 | 22 | 12 |

|  |  |
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|  |  |
| HSBC Bank plc Annual Report and Accounts 2024 | 117 |

Consolidated balance sheet

at 31 December

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  | At | |
|  |  | 31 Dec | 31 Dec |
|  |  | 2024 | 2023 |
|  | Notes\* | £m | £m |
| Assets |  |  |  |
| Cash and balances at central banks |  | 119,184 | 110,618 |
| Trading assets | 10 | 116,042 | 100,696 |
| Financial assets designated and otherwise mandatorily measured at fair value through profit or loss | 13 | 9,417 | 19,068 |
| Derivatives | 14 | 198,172 | 174,116 |
| Loans and advances to banks |  | 14,521 | 14,371 |
| Loans and advances to customers |  | 82,666 | 75,491 |
| Reverse repurchase agreements – non-trading |  | 53,612 | 73,494 |
| Financial investments | 15 | 52,216 | 46,368 |
| Assets held for sale1 | 34 | 21,606 | 20,368 |
| Prepayments, accrued income and other assets2 | 21 | 56,950 | 65,749 |
| Current tax assets |  | 1,043 | 485 |
| Interests in associates and joint ventures | 17 | 703 | 665 |
| Goodwill and intangible assets | 20 | 303 | 203 |
| Deferred tax assets | 7 | 895 | 1,278 |
| Total assets |  | 727,330 | 702,970 |
| Liabilities and equity |  |  |  |
| Liabilities |  |  |  |
| Deposits by banks |  | 26,515 | 22,943 |
| Customer accounts |  | 242,303 | 222,941 |
| Repurchase agreements – non-trading |  | 40,384 | 53,416 |
| Trading liabilities | 22 | 42,633 | 42,276 |
| Financial liabilities designated at fair value | 23 | 37,443 | 32,545 |
| Derivatives | 14 | 197,082 | 171,474 |
| Debt securities in issue |  | 19,461 | 13,443 |
| Liabilities of disposal groups held for sale1 | 34 | 23,110 | 20,684 |
| Accruals, deferred income and other liabilities2 | 24 | 50,484 | 62,560 |
| Current tax liabilities |  | 250 | 272 |
| Insurance contract liabilities | 4 | 3,424 | 20,595 |
| Provisions | 25 | 275 | 390 |
| Deferred tax liabilities | 7 | 5 | 6 |
| Subordinated liabilities | 26 | 16,908 | 14,920 |
| Total liabilities |  | 700,277 | 678,465 |
| Equity |  |  |  |
| Total shareholders’ equity |  | 26,895 | 24,359 |
| –  called up share capital | 29 | 797 | 797 |
| –  share premium account | 29 | 3,582 | 1,004 |
| –  other equity instruments | 29 | 3,921 | 3,930 |
| –  retained earnings |  | 25,040 | 24,724 |
| –  other reserves |  | (6,445) | (6,096) |
| Non-controlling interests |  | 158 | 146 |
| Total equity |  | 27,053 | 24,505 |
| Total liabilities and equity |  | 727,330 | 702,970 |

1Includes businesses classified as held-for-sale as part of a broader restructuring of our European business. Refer to Note 34 'Assets held for sale and liabilities of

disposal groups held for sale' on page [193](#i1ab75dc8750c455ca94dacc14b80af1a_131888).

2In 2023 ‘Items in the course of collection from other banks’ (£2,114m) were presented on the face of the balance sheet but are now reported within

‘Prepayments, accrued income and other assets’ in the Annual Report and Accounts 2024. Similarly, ‘Items in the course of transmission to other

banks’ (£2,116m) are now presented within ‘Accruals, deferred income and other liabilities’.

\*For Notes on the financial statements, see page [126](#i89edcf5348e0475e9f439b0a48b7171f_28).

The accompanying notes on pages [126](#i89edcf5348e0475e9f439b0a48b7171f_28) to  [195](#id71b54fc31d0471ca241524a1aad1213_2006), and the audited sections of the 'Report of the Directors' on pages 21 to 104 form an integral part

of these financial statements.

The financial statements were approved by the Board of Directors on 18 February 2025 and signed on its behalf by:

Kavita Mahtani

Director

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| 118 | HSBC Bank plc Annual Report and Accounts 2024 |

Financial statements

|  |
| --- |
|  |
|  |

Consolidated statement of changes in equity

for the year ended 31 December

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  | Other reserves | | | | |  |  |  |
|  | Called  up  share  capital &  share  premium | Other  equity  instru-  ments | Retained  earnings | Financial  assets at  FVOCI  reserve | Cash  flow  hedging  reserve | Foreign  exchange  reserve | Group  reorgan-  isation  reserve  (‘GRR’)5 | Insur-  ance  finance  reserve1 | Total  share-  holders’  equity | Non-  control-  ling  interests | Total  equity |
|  | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| At 1 Jan 2024 | 1,801 | 3,930 | 24,724 | (868) | (330) | 2,178 | (7,692) | 616 | 24,359 | 146 | 24,505 |
| Profit for the period | — | — | 1,253 | — | — | — | — | — | 1,253 | 30 | 1,283 |
| Other comprehensive  (expense)/income (net of tax) | — | — | (40) | 176 | 103 | (493) | — | (136) | (390) | (6) | (396) |
| –  debt instruments at fair  value through other  comprehensive income | — | — | — | 143 | — | — | — | — | 143 | 1 | 144 |
| –  equity instruments  designated at fair value  through other  comprehensive income | — | — | — | (2) | — | — | — | — | (2) | — | (2) |
| –  cash flow hedges | — | — | — | — | 103 | — | — | — | 103 | — | 103 |
| –  remeasurement of defined  benefit asset/liability | — | — | (2) | — | — | — | — | — | (2) | — | (2) |
| –  changes in fair value of  financial liabilities  designated at fair value  due to movement in own  credit risk2 | — | — | (40) | — | — | — | — | — | (40) | — | (40) |
| –  Foreign exchange  reclassified to income  statement on disposal of a  foreign operation | — | — | — | — | — | 49 | — | — | 49 | — | 49 |
| –  insurance finance expense  recognised in other  comprehensive income | — | — | — | — | — | — | — | (108) | (108) | — | (108) |
| –  exchange differences | — | — | 2 | 35 | — | (542) | — | (28) | (533) | (7) | (540) |
| Total comprehensive  income/(expense) for the  year | — | — | 1,213 | 176 | 103 | (493) | — | (136) | 863 | 24 | 887 |
| Capital securities issued  during the period4 | 2,578 | 204 | — | — | — | — | — | — | 2,782 | — | 2,782 |
| Redemption of securities | — | (213) | — | — | — | — | — | — | (213) | — | (213) |
| Dividends paid to the parent  company3 | — | — | (535) | — | — | — | — | — | (535) | (11) | (546) |
| Net impact of equity-settled  share-based payments | — | — | (6) | — | — | — | — | — | (6) | — | (6) |
| Change in business  combinations and other  movements6 | — | — | (356) | — | — | 1 | — | — | (355) | (1) | (356) |
| At 31 Dec 2024 | 4,379 | 3,921 | 25,040 | (692) | (227) | 1,686 | (7,692) | 480 | 26,895 | 158 | 27,053 |

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| HSBC Bank plc Annual Report and Accounts 2024 | 119 |

Consolidated statement of changes in equity (continued)

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| for the year ended 31 December | | | | | | | | | | | |
|  |  |  |  | Other reserves | | | | |  |  |  |
|  | Called up  share  capital &  share  premium | Other  equity  instru-  ments | Retained  earnings | Financial  assets at  FVOCI  reserve | Cash  flow  hedging  reserve | Foreign  exchange  reserve | Group  reorgani-  sation  reserve  ('GRR')5 | Insur-  ance  finance  reserve1 | Total  share-  holders’  equity | Non-  control-  ling  interests | Total  equity |
|  | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| At 1 Jan 2023 | 1,217 | 3,930 | 24,368 | (278) | (950) | 1,613 | (7,692) | 894 | 23,102 | 131 | 23,233 |
| Profit for the year | — | — | 1,703 | — | — | — | — | — | 1,703 | 22 | 1,725 |
| Other comprehensive  income/(expense) (net of  tax) | — | — | (134) | 422 | 661 | (294) | — | (288) | 367 | — | 367 |
| –  debt instruments at fair  value through other  comprehensive income | — | — | — | 437 | — | — | — | — | 437 | 2 | 439 |
| –  equity instruments  designated at fair value  through other  comprehensive income | — | — | — | (1) | — | — | — | — | (1) | — | (1) |
| –  cash flow hedges | — | — | — | — | 663 | — | — | — | 663 | — | 663 |
| –  remeasurement of  defined benefit asset/  liability | — | — | (2) | — | — | — | — | — | (2) | — | (2) |
| –  changes in fair value of  financial liabilities  designated at fair value  due to movement in own  credit risk2 | — | — | (132) | — | — | — | — | — | (132) | — | (132) |
| –  insurance finance  expense recognised in  other comprehensive  income | — | — | — | — | — | — | — | (298) | (298) | — | (298) |
| –  exchange differences | — | — | — | (14) | (2) | (294) | — | 10 | (300) | (2) | (302) |
| Total comprehensive  income/(expense) for the  year | — | — | 1,569 | 422 | 661 | (294) | — | (288) | 2,070 | 22 | 2,092 |
| Capital securities issued  during the period | 584 | — | — | — | — | — | — | — | 584 | — | 584 |
| Dividends paid to the  parent company3 | — | — | (961) | — | — | — | — | — | (961) | (7) | (968) |
| Net impact of equity-  settled share-based  payments | — | — | (18) | — | — | — | — | — | (18) | — | (18) |
| Change in business  combinations and other  movements | — | — | (234) | (1,012) | (41) | 859 | — | 10 | (418) | — | (418) |
| At 31 Dec 2023 | 1,801 | 3,930 | 24,724 | (868) | (330) | 2,178 | (7,692) | 616 | 24,359 | 146 | 24,505 |

|  |  |
| --- | --- |
|  |  |
| 120 | HSBC Bank plc Annual Report and Accounts 2024 |

Financial statements

|  |
| --- |
|  |
|  |

Consolidated statement of changes in equity (continued)

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| for the year ended 31 December | | | | | | | | | | | |
|  |  |  |  | Other reserves | | | | |  |  |  |
|  | Called up  share  capital &  share  premium | Other  equity  instru-  ments | Retained  earnings | Financial  assets at  FVOCI  reserve | Cash  flow  hedging  reserve | Foreign  exchange  reserve | Group  reorgani-  sation  reserve  ('GRR')5 | Insur-  ance  finance  reserve1 | Total  share-  holders’  equity | Non-  control-  ling  interests | Total  equity |
|  | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| At 1 Jan 2022 | 797 | 3,722 | 24,157 | 1,603 | (7) | 948 | (7,692) | (514) | 23,014 | 131 | 23,145 |
| Loss for the year | — | — | (563) | — | — | — | — | — | (563) | 10 | (553) |
| Other comprehensive  (expense)/income (net of  tax) | — | — | 367 | (1,881) | (943) | 665 | — | 1,408 | (384) | 2 | (382) |
| –  debt instruments at fair  value through other  comprehensive income | — | — | — | (1,881) | — | — | — | — | (1,881) | (5) | (1,886) |
| –  cash flow hedges | — | — | — | — | (943) | — | — | — | (943) | — | (943) |
| –  remeasurement of  defined benefit asset/  liability | — | — | 38 | — | — | — | — | — | 38 | — | 38 |
| –  changes in fair value of  financial liabilities  designated at fair value  due to movement in own  credit risk2 | — | — | 329 | — | — | — | — | — | 329 | — | 329 |
| –  insurance finance  income recognised in  other comprehensive  income | — | — | — | — | — | — | — | 1,408 | 1,408 | — | 1,408 |
| –  exchange differences | — | — | — | — | — | 665 | — | — | 665 | 7 | 672 |
| Total comprehensive  (expense)/income for the  year | — | — | (196) | (1,881) | (943) | 665 | — | 1,408 | (947) | 12 | (935) |
| Capital securities issued  during the period | 420 | 208 | — | — | — | — | — | — | 628 | — | 628 |
| Dividends paid to the  parent company3 | — | — | (1,052) | — | — | — | — | — | (1,052) | (2) | (1,054) |
| Net impact of equity-  settled share-based  payments | — | — | 5 | — | — | — | — | — | 5 | — | 5 |
| Capital contribution7 | — | — | 1,465 | — | — | — | — | — | 1,465 | — | 1,465 |
| Change in business  combinations and other  movements | — | — | (11) | — | — | — | — | — | (11) | (10) | (21) |
| At 31 Dec 2022 | 1,217 | 3,930 | 24,368 | (278) | (950) | 1,613 | (7,692) | 894 | 23,102 | 131 | 23,233 |

1The insurance finance reserve reflects the impact of the adoption of the other comprehensive income option for our insurance business in France. Underlying

assets supporting these contracts are measured at fair value through other comprehensive income. Under this option, only the amount that matches income or

expenses recognised in profit or loss on underlying items is included in finance income or expenses, resulting in the elimination of income statement accounting

mismatches. The remaining amount of finance income or expenses for these insurance contracts is recognised in other comprehensive income (‘OCI’).

2The cumulative amount of change in fair value attributable to changes in own credit risk of financial liabilities designated at fair value was a gain of £70m (2023:

gain of £151m and 2022: gain of £292m).

3The dividends to the parent company includes dividend on ordinary share capital £312m (2023: £750m and 2022: £850m) and coupon payments on additional tier

1 instrument £223m (2023: £211m and 2022: £202m).

4During 2024, CET1 issuance of shares to HSBC Holdings plc equalled £2,578m, including £1,132m in respect of funding the acquisition of HSBC Private Bank

(Suisse) SA ('PBRS') in February 2024.

5The Group reorganisation reserve ('GRR') is an accounting reserve resulting from the ring-fencing implementation.

6Change in business combinations includes HSBC Bank pls's acquisition of PBRS.

7HSBC Holdings plc injected £1.5bn of CET1 capital into HSBC Bank plc during November 2022 which in turn injected into HSBC Continental Europe for funding

the acquisition of HSBC Bank Malta plc and HSBC Trinkaus & Burkhardt GmbH.

|  |  |
| --- | --- |
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| HSBC Bank plc Annual Report and Accounts 2024 | 121 |

Consolidated statement of cash flows

for the year ended 31 December

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2024 | 2023 | 2022 |
|  | £m | £m | £m |
| Profit/(loss) before tax | 2,068 | 2,152 | (1,199) |
| Adjustments for non-cash items |  |  |  |
| Depreciation, amortisation and impairment | 148 | 61 | 128 |
| Net loss/(gain) from investing activities1 | 83 | (66) | 2,002 |
| Share of (profit)/loss in associates and joint ventures | (18) | 43 | 30 |
| Change in expected credit losses gross of recoveries and other credit impairment charges | 165 | 161 | 253 |
| Provisions including pensions | 78 | 132 | 192 |
| Share-based payment expense | 61 | 58 | 46 |
| Other non-cash items included in profit/(loss) before tax | (180) | (165) | (16) |
| Elimination of exchange differences2 | 4,883 | 4,426 | (6,761) |
| Changes in operating assets and liabilities | (1,479) | (3,172) | 37,515 |
| –  change in net trading securities and derivatives | (13,266) | (15,528) | (6,213) |
| –  change in loans and advances to banks and customers | (455) | 4,245 | (2,717) |
| –  change in reverse repurchase agreements – non-trading | 9,341 | (13,531) | 6,251 |
| –  change in financial assets designated and otherwise mandatorily measured at fair value | (1,954) | (3,296) | 2,729 |
| –  change in other assets | 4,734 | (5,707) | (7,359) |
| –  change in deposits by banks and customer accounts | 14,113 | 7,548 | 19,835 |
| –  change in repurchase agreements – non-trading | (13,813) | 20,516 | 5,641 |
| –  change in debt securities in issue | 6,018 | 6,175 | (1,060) |
| –  change in financial liabilities designated at fair value | 4,937 | 4,042 | (1,827) |
| –  change in other liabilities | (10,026) | (7,506) | 21,393 |
| –  dividend received from associates | — | 15 | 7 |
| –  contributions paid to defined benefit plans | (20) | (5) | (10) |
| –  tax (paid)/received | (1,088) | (140) | 845 |
| Net cash from operating activities | 5,809 | 3,630 | 32,190 |
| –  purchase of financial investments | (32,587) | (26,586) | (13,227) |
| –  proceeds from the sale and maturity of financial investments | 23,272 | 15,497 | 20,490 |
| –  net cash flows from the purchase and sale of property, plant and equipment | (16) | (31) | (20) |
| –  net investment in intangible assets | (149) | (125) | (28) |
| –  net cash outflow from investment in associates and acquisition of businesses and subsidiaries3 | (955) | (1,161) | (29) |
| –  net cash flow on disposal of subsidiaries, businesses, associates and joint ventures4 | (8,631) | (394) | — |
| Net cash from investing activities | (19,066) | (12,800) | 7,186 |
| –  issue of ordinary share capital and other equity instruments | 2,782 | 584 | 628 |
| –  redemption of other equity instruments | (213) | — | — |
| –  subordinated loan capital issued5 | 2,777 | 3,246 | 3,111 |
| –  subordinated loan capital repaid5 | (474) | (2,693) | (2,248) |
| –  dividends to the parent company | (535) | (961) | (1,052) |
| –  funds received from the parent company | — | — | 1,465 |
| –  dividends paid to non-controlling interests | (11) | (7) | (2) |
| Net cash from financing activities | 4,326 | 169 | 1,902 |
| Net increase in cash and cash equivalents | (8,931) | (9,001) | 41,278 |
| Cash and cash equivalents at 1 Jan | 177,037 | 189,907 | 140,923 |
| Exchange difference in respect of cash and cash equivalents | (5,178) | (3,869) | 7,706 |
| Cash and cash equivalents at 31 Dec6 | 162,928 | 177,037 | 189,907 |
| Cash and cash equivalents comprise of |  |  |  |
| –  cash and balances at central banks | 119,184 | 110,618 | 131,433 |
| –  loans and advances to banks of one month or less | 13,285 | 12,970 | 13,801 |
| –  reverse repurchase agreement with banks of one month or less | 15,908 | 28,704 | 23,182 |
| –  treasury bills, other bills and certificates of deposit less than three months | 143 | 144 | 294 |
| –  cash collateral, net settlement accounts and items in course of collection from/transmission to other banks | 12,783 | 16,323 | 19,272 |
| –  cash and cash equivalents held for sale7 | 1,625 | 8,278 | 1,925 |
| Cash and cash equivalents at 31 Dec6 | 162,928 | 177,037 | 189,907 |

1Balances include losses on disposal of businesses classified as held-for-sale as part of a broader restructuring of our European business.

2Adjustment to bring changes between opening and closing balance sheet amounts to average rates. This is not done on a line-by-line basis, as details cannot be

determined without unreasonable expense.

3During 2024, HSBC Bank plc acquired PBRS from HSBC Private Banking Holdings (Suisse) SA ('PBSU') for net £941m and during 2023, HSBC Bank plc acquired

HBBM from HSBC Overseas Holdings (UK) Limited ('HOHU') for £990m and HBCE acquired PBLU for £170m.

4Includes £(8.6)bn of net cash outflow on sale of our retail banking operations in France in January 2024 and £(667)m on sale of the assets of our HBCE Greece

branch in 2023.

5Subordinated liabilities changes during the year are attributable to cash flows from issuance £2,777m (2023: £3,246m; 2022: £3,111m) and repayment of

£(474)m (2023: £(2,693)m; 2022: £(2,248)m) of securities as presented in the Consolidated statement of cash flows. Non-cash changes during the year included

foreign exchange (losses)/gains £(445)m (2023: £(420)m; 2022: £711m) and fair value (losses)/gains £(45)m (2023: £62m; 2022: £(427)m).

6At 31 December 2024, £19,884m (2023: £26,554m; 2022: £23,395m) was not available for use by the group due to a range of restrictions including currency

exchange and other restrictions.

7Includes £1,511m (2023: £177m, 2022: £1,562m) of cash and balances at central banks; £114m (2023: £8,103m; 2022: £114m) of loans and advances to banks

of one month or less, nil (2023: nil; 2022: £208m) of reverse repurchase agreements with banks of one month or less and remaining nil (2023: £(2)m; 2022:

£41m) relates to other cash and cash equivalents.

Interest received was £22,160m (2023: £19,288m; 2022: £7,668m), interest paid was £20,978m (2023: £17,267m; 2022: £5,284m) and

dividends received were £887m (2023: £522m; 2022: £431m).

|  |  |
| --- | --- |
|  |  |
| 122 | HSBC Bank plc Annual Report and Accounts 2024 |

Financial statements

|  |
| --- |
|  |
|  |

HSBC Bank plc balance sheet

at 31 December

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  | 2024 | 2023 |
|  | Notes\* | £m | £m |
| Assets |  |  |  |
| Cash and balances at central banks |  | 78,250 | 61,128 |
| Trading assets | 10 | 97,241 | 85,766 |
| Financial assets designated and otherwise mandatorily measured at fair value through profit or loss | 13 | 3,660 | 3,181 |
| Derivatives | 14 | 183,658 | 153,765 |
| Loans and advances to banks |  | 12,730 | 11,670 |
| Loans and advances to customers |  | 30,916 | 32,443 |
| Reverse repurchase agreements – non-trading |  | 34,394 | 56,973 |
| Financial investments | 15 | 34,250 | 28,391 |
| Assets held for sale1 |  | 527 | 160 |
| Prepayments, accrued income and other assets2 | 21 | 44,036 | 49,277 |
| Current tax assets |  | 604 | 39 |
| Investments in subsidiary undertakings | 18 | 13,247 | 11,627 |
| Goodwill and intangible assets | 20 | 134 | 88 |
| Deferred tax assets | 7 | 335 | 391 |
| Total assets |  | 533,982 | 494,899 |
| Liabilities and equity |  |  |  |
| Liabilities |  |  |  |
| Deposits by banks |  | 19,355 | 18,775 |
| Customer accounts |  | 142,122 | 133,373 |
| Repurchase agreements – non-trading |  | 34,545 | 48,842 |
| Trading liabilities | 22 | 29,143 | 24,932 |
| Financial liabilities designated at fair value | 23 | 28,486 | 23,446 |
| Derivatives | 14 | 183,745 | 152,799 |
| Debt securities in issue |  | 12,668 | 7,353 |
| Liabilities of disposal groups held for sale |  | 2,667 | — |
| Accruals, deferred income and other liabilities2 | 24 | 38,427 | 46,759 |
| Current tax liabilities |  | 41 | 77 |
| Provisions | 25 | 110 | 176 |
| Deferred tax liabilities | 7 | 2 | 1 |
| Subordinated liabilities | 26 | 16,874 | 14,658 |
| Total liabilities |  | 508,185 | 471,191 |
| Equity |  |  |  |
| Total shareholders’ equity |  | 25,797 | 23,708 |
| –  called up share capital | 29 | 797 | 797 |
| –  share premium account | 29 | 3,582 | 1,004 |
| –  other equity instruments | 29 | 3,921 | 3,930 |
| –  retained earnings |  | 23,001 | 23,499 |
| –  other reserves |  | (5,504) | (5,522) |
| Total equity |  | 25,797 | 23,708 |
| Total liabilities and equity |  | 533,982 | 494,899 |

\*For Notes on the financial statements, see page [126](#i89edcf5348e0475e9f439b0a48b7171f_28).

12024 balance includes planned sale of business in South Africa.

2In 2023 ‘Items in the course of collection from other banks’ (£1,877m) were presented on the face of the balance sheet but are now reported within

‘Prepayments, accrued income and other assets’ in the Annual Report and Accounts 2024. Similarly, ‘Items in the course of transmission to other

banks’ (£1,837m) are now presented within ‘Accruals, deferred income and other liabilities’.

Profit after tax for the year was £61m (2023: £887m).

The accompanying notes on pages [126](#i89edcf5348e0475e9f439b0a48b7171f_28) to [195](#id71b54fc31d0471ca241524a1aad1213_2006), and the audited sections of the 'Report of the Directors' on pages 21 to 104  form an integral

part of these financial statements.

The financial statements were approved by the Board of Directors on 18 February 2024 and signed on its behalf by:

Kavita Mahtani

Director

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts 2024 | 123 |

HSBC Bank plc statement of changes in equity

for the year ended 31 December

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  | Other reserves | | | |  |
|  | Called up  share  capital &  share  premium | Other  equity  instruments | Retained  earnings | Financial  assets at  FVOCI  reserve | Cash flow  hedging  reserve | Foreign  exchange  reserve | Group  reorganisation  reserve  (‘GRR’)3 | Total  shareholders’  equity |
|  | £m | £m | £m | £m | £m | £m | £m | £m |
| At 1 Jan 2024 | 1,801 | 3,930 | 23,499 | (86) | (276) | 88 | (5,248) | 23,708 |
| Profit for the year | — | — | 61 | — | — | — | — | 61 |
| Other comprehensive  (expense)/income (net of tax) | — | — | (21) | (6) | 31 | (6) | — | (2) |
| –  debt instruments at fair  value through other  comprehensive income | — | — | — | 5 | — | — | — | 5 |
| –  equity instruments  designated at fair value  through other  comprehensive income | — | — | — | (12) | — | — | — | (12) |
| –  cash flow hedges | — | — | — | — | 31 | — | — | 31 |
| –  changes in fair value of  financial liabilities  designated at fair value due  to movement in own credit  risk1 | — | — | (24) | — | — | — | — | (24) |
| –  remeasurement of defined  benefit asset/liability | — | — | 3 | — | — | — | — | 3 |
| –  exchange differences | — | — | — | 1 | — | (6) | — | (5) |
| Total comprehensive  income/(expense) for the  period | — | — | 40 | (6) | 31 | (6) | — | 59 |
| Capital securities issued  during the period | 2,578 | 204 | — | — | — | — | — | 2,782 |
| Dividends to the parent  company2 | — | — | (535) | — | — | — | — | (535) |
| Redemption of Securities | — | (213) | — | — | — | — | — | (213) |
| Net impact of equity-settled  share-based payments | — | — | (6) | — | — | — | — | (6) |
| Change in business  combinations and other  movements | — | — | 3 | (1) | — | — | — | 2 |
| At 31 Dec 2024 | 4,379 | 3,921 | 23,001 | (93) | (245) | 82 | (5,248) | 25,797 |

|  |  |
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|  |  |
| 124 | HSBC Bank plc Annual Report and Accounts 2024 |

Financial statements

|  |
| --- |
|  |
|  |

HSBC Bank plc statement of changes in equity (continued)

for the year ended 31 December

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  | Other reserves | | | |  |
|  | Called up  share  capital &  share  premium | Other  equity  instruments | Retained  earnings | Financial  assets at  FVOCI  reserve | Cash flow  hedging  reserve | Foreign  exchange  reserve | Group  reorganisation  reserve  (‘GRR’)3 | Total  shareholders’  equity |
|  | £m | £m | £m | £m | £m | £m | £m | £m |
| At 1 Jan 2023 | 1,217 | 3,930 | 23,655 | (122) | (796) | 93 | (5,248) | 22,729 |
| Profit for the year | — | — | 887 | — | — | — | — | 887 |
| Other comprehensive income/  (expense) (net of tax) | — | — | (63) | 65 | 516 | (30) | — | 488 |
| –  debt instruments at fair  value through other  comprehensive income | — | — | — | 67 | — | — | — | 67 |
| –  cash flow hedges | — | — | — | — | 516 | — | — | 516 |
| –  changes in fair value of  financial liabilities  designated at fair value due  to movement in own credit  risk1 | — | — | (80) | — | — | — | — | (80) |
| –  remeasurement of defined  benefit asset/liability | — | — | 17 | — | — | — | — | 17 |
| –  exchange differences | — | — | — | (2) | — | (30) | — | (32) |
| Total comprehensive income/  (expense) for the period | — | — | 824 | 65 | 516 | (30) | — | 1,375 |
| Capital securities issued  during the period | 584 | — | — | — | — | — | — | 584 |
| Dividends to the parent  company2 | — | — | (961) | — | — | — | — | (961) |
| Net impact of equity-settled  share-based payments | — | — | (18) | — | — | — | — | (18) |
| Change in business  combinations and other  movements | — | — | (1) | (29) | 4 | 25 | — | (1) |
| At 31 Dec 2023 | 1,801 | 3,930 | 23,499 | (86) | (276) | 88 | (5,248) | 23,708 |

1The cumulative amount of change in fair value attributable to changes in own credit risk of financial liabilities designated at fair value was a gain of £11m (2023:

gain of £42m).

2The dividends to the parent company includes dividend on ordinary share capital £312m (2023: £750m) and coupon payments on additional tier 1 instrument

£223m (2023: £211m).

3The Group reorganisation reserve ('GRR') is an accounting reserve resulting from the ring-fencing implementation.

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts 2024 | 125 |

HSBC Bank plc statement of cash flows

for the year ended 31 December

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Profit before tax | 428 | 1,063 |
| Adjustments for non-cash items |  |  |
| Depreciation, amortisation and impairment | 37 | 4 |
| Net loss from investing activities1 | 962 | 80 |
| Change in expected credit losses gross of recoveries and other credit impairment charges | 85 | 37 |
| Provisions including pensions | 54 | 110 |
| Share-based payment expense | 37 | 45 |
| Other non-cash items included in profit before tax | (117) | (127) |
| Elimination of exchange differences2 | 1,776 | 2,650 |
| Changes in operating assets and liabilities | 5,547 | (5,098) |
| –  change in net trading securities and derivatives | (6,131) | (16,033) |
| –  change in loans and advances to banks and customers | 567 | (1,405) |
| –  change in reverse repurchase agreements – non-trading | 10,182 | (8,040) |
| –  change in financial assets designated and otherwise mandatorily measured at fair value | (477) | (1,632) |
| –  change in other assets | 526 | (6,509) |
| –  change in deposits by banks and customer accounts | 11,861 | 5,989 |
| –  change in repurchase agreements – non-trading | (14,297) | 19,204 |
| –  change in debt securities in issue | 5,315 | 2,697 |
| –  change in financial liabilities designated at fair value | 4,997 | 3,946 |
| –  change in other liabilities | (6,093) | (3,554) |
| –  contributions paid to defined benefit plans | (9) | (5) |
| –  tax (paid)/received | (894) | 244 |
| Net cash from operating activities | 8,809 | (1,236) |
| –  purchase of financial investments | (18,618) | (19,798) |
| –  proceeds from the sale and maturity of financial investments | 13,526 | 11,115 |
| –  net cash flows from the purchase and sale of property, plant and equipment | (2) | (6) |
| –  net investment in intangible assets | (77) | (76) |
| –  net cash outflow from investment in associates and acquisition of businesses and subsidiaries3,4 | (2,582) | (990) |
| –  net cash flow on disposal of subsidiaries, businesses, associates and joint ventures | — | 268 |
| Net cash from investing activities | (7,753) | (9,487) |
| –  issue of ordinary share capital and other equity instruments | 2,782 | 584 |
| –  redemption of other equity instruments | (213) | — |
| –  subordinated loan capital issued5 | 2,777 | 3,246 |
| –  subordinated loan capital repaid5 | (257) | (2,685) |
| –  dividends to the parent company | (535) | (961) |
| Net cash from financing activities | 4,554 | 184 |
| Net increase/(decrease) in cash and cash equivalents | 5,610 | (10,539) |
| Cash and cash equivalents at 1 Jan | 102,417 | 115,310 |
| Exchange difference in respect of cash and cash equivalents | (2,150) | (2,354) |
| Cash and cash equivalents at 31 Dec | 105,877 | 102,417 |
| Cash and cash equivalents comprise of: |  |  |
| –  cash and balances at central banks | 78,250 | 61,128 |
| –  loans and advances to banks of one month or less | 10,539 | 9,922 |
| –  reverse repurchase agreement with banks of one month or less | 7,398 | 19,795 |
| –  cash collateral, net settlement accounts and items in course of collection from/transmission to other banks | 9,690 | 11,572 |
| Cash and cash equivalents at 31 Dec | 105,877 | 102,417 |

1Included within 2024 is the impact of £916m impairment booked in Paris branch for investment in subsidiary in HBCE.

2Adjustment to bring changes between opening and closing balance sheet amounts to average rates. This is not done on a line-by-line basis, as details cannot be

determined without unreasonable expense.

3Includes net additional investment in subsidiaries £1,450m (2023: nil) in HBCE.

4During 2024, HSBC Bank plc acquired PBRS from PBSU for £1,132m and during 2023, HSBC Bank plc acquired HBBM from HOHU for £990m.

5Subordinated liabilities changes during the year are attributable to cash flows from issuance £2,777m (2023: £3,246m) and repayment of £(257)m (2023:

£(2,685)m) of securities as presented in the HSBC Bank plc statement of cash flows. Non-cash changes during the year included foreign exchange losses

£(434)m (2023: £(415)m) and fair value gains £144m (2023: £62m).

Interest received was £14,994m (2023: £13,005m), interest paid was £15,388m (2023: £12,934m) and dividends received was £1,314m (2023:

£629m).

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| 126 | HSBC Bank plc Annual Report and Accounts 2024 |

Notes on the financial statements

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Notes on the financial statements

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| --- | --- | --- |
|  |  |  |
| Contents | | |
| [126](#i89edcf5348e0475e9f439b0a48b7171f_31) | 1 | Basis of preparation and material accounting policies |
| [137](#i89edcf5348e0475e9f439b0a48b7171f_40) | 2 | Net fee income |
| [138](#i89edcf5348e0475e9f439b0a48b7171f_43) | 3 | Net income from financial instruments measured at fair value  through profit or loss |
| [138](#i89edcf5348e0475e9f439b0a48b7171f_46) | 4 | Insurance business |
| [145](#i89edcf5348e0475e9f439b0a48b7171f_58) | 5 | Employee compensation and benefits |
| [151](#i89edcf5348e0475e9f439b0a48b7171f_103) | 6 | Auditors’ remuneration |
| [151](#i89edcf5348e0475e9f439b0a48b7171f_109) | 7 | Tax |
| [154](#i89edcf5348e0475e9f439b0a48b7171f_133) | 8 | Dividends |
| [154](#i89edcf5348e0475e9f439b0a48b7171f_142) | 9 | Segmental analysis |
| [156](#i89edcf5348e0475e9f439b0a48b7171f_145) | 10 | Trading assets |
| [156](#i89edcf5348e0475e9f439b0a48b7171f_148) | 11 | Fair values of financial instruments carried at fair value |
| [164](#i89edcf5348e0475e9f439b0a48b7171f_187) | 12 | Fair values of financial instruments not carried at fair value |
| [166](#i89edcf5348e0475e9f439b0a48b7171f_193) | 13 | Financial assets designated and otherwise mandatorily  measured at fair value through profit or loss |
| [166](#i89edcf5348e0475e9f439b0a48b7171f_199) | 14 | Derivatives |
| [171](#i89edcf5348e0475e9f439b0a48b7171f_220) | 15 | Financial investments |
| [171](#i89edcf5348e0475e9f439b0a48b7171f_226) | 16 | Assets pledged, collateral received and assets transferred |
| [172](#i89edcf5348e0475e9f439b0a48b7171f_247) | 17 | Interests in associates and joint ventures |
| [173](#i89edcf5348e0475e9f439b0a48b7171f_253) | 18 | Investments in subsidiaries |
| [174](#i89edcf5348e0475e9f439b0a48b7171f_259) | 19 | Structured entities |
|  |  |  |

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| --- | --- | --- |
|  |  |  |
|  |  |  |
| [176](#i89edcf5348e0475e9f439b0a48b7171f_277) | 20 | Goodwill and intangible assets |
| [176](#i89edcf5348e0475e9f439b0a48b7171f_313) | 21 | Prepayments, accrued income and other assets |
| [177](#i89edcf5348e0475e9f439b0a48b7171f_322) | 22 | Trading liabilities |
| [177](#i89edcf5348e0475e9f439b0a48b7171f_328) | 23 | Financial liabilities designated at fair value |
| [177](#i89edcf5348e0475e9f439b0a48b7171f_334) | 24 | Accruals, deferred income and other liabilities |
| [178](#i89edcf5348e0475e9f439b0a48b7171f_340) | 25 | Provisions |
| [179](#i89edcf5348e0475e9f439b0a48b7171f_352) | 26 | Subordinated liabilities |
| [181](#i89edcf5348e0475e9f439b0a48b7171f_361) | 27 | Maturity analysis of assets, liabilities and off-balance sheet  commitments |
| [184](#i89edcf5348e0475e9f439b0a48b7171f_367) | 28 | Offsetting of financial assets and financial liabilities |
| [185](#i89edcf5348e0475e9f439b0a48b7171f_376) | 29 | Called up share capital and other equity instruments |
| [186](#i89edcf5348e0475e9f439b0a48b7171f_397) | 30 | Contingent liabilities, contractual commitments, guarantees and  contingent assets |
| [187](#i89edcf5348e0475e9f439b0a48b7171f_406) | 31 | Finance lease receivables |
| [187](#i89edcf5348e0475e9f439b0a48b7171f_4439) | 32 | Legal proceedings and regulatory matters |
| [189](#i89edcf5348e0475e9f439b0a48b7171f_412) | 33 | Related party transactions |
| [193](#i89edcf5348e0475e9f439b0a48b7171f_4396) | 34 | Assets held for sale and liabilities of disposal groups held for  sale |
| [195](#i89edcf5348e0475e9f439b0a48b7171f_430) | 35 | Events after the balance sheet date |
| [195](#i89edcf5348e0475e9f439b0a48b7171f_433) | 36 | HSBC Bank plc’s subsidiaries, joint ventures and associates |

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1Basis of preparation and material accounting policies

1.1Basis of preparation

(a)Compliance with International Financial Reporting Standards

The consolidated financial statements of the group and the separate financial statements of the bank comply with UK-adopted international

accounting standards and with the requirements of the Companies Act 2006, and have also applied international financial reporting standards

adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union. These financial statements are also prepared in

accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ('IFRS Accounting

Standards, including interpretations issued by the IFRS Interpretations Committee, as there are no applicable differences from IFRS Accounting

Standards for the periods presented. There were no unendorsed standards effective for the year ended 31 December 2024 affecting these

consolidated and separate financial statements.

IFRS Accounting Standards adopted during the year ended 31 December 2024

There were no new standards, amendments to standards or interpretations that had an effect on these financial statements. Accounting policies

have been applied consistently.

(b)Future accounting developments

Minor amendments to IFRS Accounting Standards

The International Accounting Standards Board (‘IASB') has published a number of minor amendments to IFRS Accounting Standards that are

effective from 1 January 2025. The group expects they will have an insignificant effect, when adopted, on the consolidated financial statements

of the group and the separate financial statements of the bank.

Other amendments and new IFRS Accounting Standards

Amendments to IFRS 9 ‘Financial Instruments’ and IFRS 7 ‘Financial Instruments: Disclosures’

In May 2024, the IASB issued amendments to IFRS 9 ‘Financial Instruments’ and IFRS 7 ‘Financial Instruments: Disclosures’, effective for

annual reporting periods beginning on, or after, 1 January 2026. In addition to guidance as to when certain financial liabilities can be deemed

settled when using an electronic payment system, the amendments also provide further clarification regarding the classification of financial

assets that contain contractual terms that change the timing or amount of contractual cash flows, including those arising from ESG-related

contingencies, and financial assets with certain non-recourse features. The group is undertaking an assessment of the potential impact.

IFRS 18 ‘Presentation and Disclosure in Financial Statements’

In April 2024, the IASB issued IFRS 18 ‘Presentation and Disclosure in Financial Statements’, effective for annual reporting periods beginning on

or after 1 January 2027. The new accounting standard aims to give users of financial statements more transparent and comparable information

about an entity’s financial performance. It will replace IAS 1 ‘Presentation of Financial Statements’ but carries over many requirements from that

IFRS Accounting Standard unchanged. In addition, there are three sets of new requirements relating to the structure of the income statement,

management-defined performance measures and the aggregation and disaggregation of financial information.

While IFRS 18 will not change recognition criteria or measurement bases, it may have an impact on presenting information in the financial

statements, in particular the income statement and to a lesser extent the cash flow statement. HSBC Group are currently assessing impacts

and data readiness before developing a more detailed implementation plan.

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| HSBC Bank plc Annual Report and Accounts 2024 | 127 |

(c)Foreign currencies

The functional currency of the bank is sterling, which is also the presentational currency of the consolidated financial statements of the group.

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Assets and liabilities denominated in

foreign currencies are translated at the rate of exchange at the balance sheet date except non-monetary assets and liabilities measured at

historical cost, which are translated using the rate of exchange at the initial transaction date. Exchange differences are included in other

comprehensive income or in the income statement depending on where the gain or loss on the underlying item is recognised.

In the consolidated financial statements, the assets and liabilities of branches, subsidiaries, joint ventures and associates whose functional

currency is not sterling are translated into the group’s presentation currency at the rate of exchange at the balance sheet date, while their

results are translated into sterling at the average rates of exchange for the reporting period. Exchange differences arising are recognised in other

comprehensive income. On disposal of a foreign operation, exchange differences previously recognised in other comprehensive income are

reclassified to the income statement.

(d)Presentation of information

Certain disclosures required by IFRS Accounting Standards have been included in the audited sections of this Annual Report and Accounts 2024

as follows:

– disclosures concerning the nature and extent of risks relating to financial instruments and insurance contracts are included in the 'Report of

the Directors: Risk’ on pages 21 to 93;

– the 'Own funds' disclosure is included in the ‘Report of the Directors: Capital Risk in 2024’ on page 77; and

– in publishing the parent company financial statements together with the group financial statements, the bank has taken advantage of the

exemption in section 408(3) of the Companies Act 2006 not to present its individual income statement and related notes.

(e)Critical estimates and judgements

The preparation of financial information requires the use of estimates and judgements about future conditions. In view of the inherent

uncertainties and the high level of subjectivity involved in the recognition or measurement of items, highlighted as the 'critical estimates and

judgements' in section 1.2 below, it is possible that the outcomes in the next financial year could differ from those on which management’s

estimates are based. This could result in materially different estimates and judgements from those reached by management for the purposes of

these financial statements. Management’s selection of the group’s accounting policies that contain critical estimates and judgements reflects

the materiality of the items to which the policies are applied and the high degree of judgement and estimation uncertainty involved.

Management has considered the impact of climate-related risks on HSBC’s financial position and performance. While the effects of climate

change are a source of uncertainty, as at 31 December 2024 management did not consider there to be a material impact on our critical

judgements and estimates from the physical, transition and other climate-related risks in the short to medium term. In particular management

has considered the known and observable potential impacts of climate-related risks of associated judgements and estimates in our value in use

calculations.

(f)Going concern

The financial statements are prepared on a going concern basis, as the Directors are satisfied that the group and the company have the

resources to continue in business for the foreseeable future. In making this assessment, the Directors have considered a wide range of

information relating to present and future conditions, including future projections of profitability, liquidity, capital requirements and capital

resources.

These considerations include stressed scenarios that reflect the uncertainty in the macroeconomic environment following, uncertain  inflation,

rapidly changing interest rates, and disrupted supply chains as a result of the Russia-Ukraine war, conflict in the Middle East and US-China

tensions. They also included other top and emerging risks, including climate change, as well as the related impacts on profitability, capital and

liquidity.

1.2Summary of material accounting policies

(a)Consolidation and related policies

Investments in subsidiaries

Where an entity is governed by voting rights, the group consolidates when it holds – directly or indirectly – the necessary voting rights to pass

resolutions by the governing body. In all other cases, the assessment of control is more complex and requires judgement of other factors,

including having exposure to variability of returns, power to direct relevant activities and whether power is held as agent or principal.

Business combinations are accounted for using the acquisition method. The amount of non-controlling interest is measured either at fair value or

at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets. This election is made for each business

combination.

The bank's investments in subsidiaries are stated at cost less impairment losses.

Impairment testing is performed where there is an indication of impairment, by comparing the recoverable amount of a cash-generating unit

with its carrying amount.

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| 128 | HSBC Bank plc Annual Report and Accounts 2024 |

Notes on the financial statements

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Critical estimates and judgements

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| Investments in subsidiaries are tested for impairment when there is an indication that the investment may be impaired, which involves estimations of  value in use reflecting management’s best estimate of the future cash flows of the investment and the rates used to discount these cash flows, both of  which are subject to uncertain factors as follows: | |
| Judgements | Estimates |
| – The accuracy of forecast cash flows is subject to a  high degree of uncertainty in volatile market  conditions. Where such circumstances are  determined to exist, management re-tests for  impairment more frequently than once a year when  indicators of impairment exist. This ensures that the  assumptions on which the cash flow forecasts are  based continue to reflect current market conditions  and management's best estimate of future business  prospects. | – The future cash flows of each investment are sensitive to the cash flows projected for the periods  for which detailed forecasts are available and to assumptions regarding the long-term pattern of  sustainable cash flows thereafter. Forecasts are compared with actual performance and verifiable  economic data, but they reflect management’s view of future business prospects at the time of the  assessment.  – The rates used to discount future expected cash flows can have a significant effect on their  valuation, and are based on the costs of equity assigned to the investment. The cost of equity  percentage is generally derived from a capital asset pricing model and the market implied cost of  equity, which incorporates inputs reflecting a number of financial and economic variables, including  the risk-free interest rate in the country concerned and a premium for the risk of the business being  evaluated. These variables are subject to fluctuations in external market rates and economic  conditions beyond management’s control.  – Key assumptions used in estimating impairment in subsidiaries are described in Note 18. |

Group sponsored structured entities

The group is considered to sponsor another entity if, in addition to ongoing involvement with the entity, it had a key role in establishing that

entity or in bringing together relevant counterparties so the transaction that is the purpose of the entity could occur. The group is generally not

considered a sponsor if the only involvement with the entity is merely administrative.

Interests in associates and joint arrangements

Joint arrangements are investments in which the group, together with one or more parties, has joint control. Depending on the group’s rights

and obligations, the joint arrangement is classified as either a joint operation or a joint venture.

The group classifies investments in entities over which it has significant influence, and those that are neither subsidiaries nor joint

arrangements, as associates.

The group recognises its share of the assets, liabilities and results in a joint operation. Investments in associates and interests in joint ventures

are recognised using the equity method. The attributable share of the results and reserves of joint ventures and associates is included in the

consolidated financial statements of the group based on either financial statements made up to 31 December or pro-rated amounts adjusted for

any material transactions or events occurring between the date the financial statements are available and 31 December.

Investments in associates and joint ventures are assessed at each reporting date and tested for impairment when there is an indication that the

investment may be impaired, by comparing the recoverable amount of the relevant investment to its carrying amount. Goodwill on acquisition of

interests in joint ventures and associates is not tested separately for impairment, but is assessed as part of the carrying amount of the

investment.

(b)Income and expense

Operating income

Interest income and expense

Interest income and expense for all financial instruments, excluding those classified as held for trading or designated at fair value, are

recognised in ‘interest income’ and ‘interest expense’ in the income statement using the effective interest method. However, as an exception

to this, interest on debt instruments issued by the group for funding purposes that are designated under the fair value option to reduce an

accounting mismatch and on derivatives managed in conjunction with those debt instruments is included in interest expense.

Interest on credit-impaired financial assets is recognised by applying the effective interest rate to the amortised cost (i.e. gross carrying amount

of the asset less allowance for ECL).

Non-interest income and expense

The group generates fee income from services provided over time, such as account service and card fees, or when the group delivers a specific

transaction at a point in time, such as broking services and import/export services. With the exception of certain fund management and

performance fees, all other fees are generated at a fixed price. Fund management and performance fees can be variable depending on the size

of the customer portfolio and HSBC’s performance as fund manager. Variable fees are recognised when all uncertainties are resolved. Fee

income is generally earned from short-term contracts with payment terms that do not include a significant financing component.

The group acts as principal in the majority of contracts with customers, with the exception of broking services. For most brokerage trades, the

group acts as agent in the transaction and recognises broking income net of fees payable to other parties in the arrangement.

The group recognises fees earned on transaction-based arrangements at a point in time when it has fully provided the service to the customer.

Where the contract requires services to be provided over time, income is recognised on a systematic basis over the life of the agreement.

Where the group offers a package of services that contains multiple non-distinct performance obligations, such as those included in account

service packages, the promised services are treated as a single performance obligation. If a package of services contains distinct performance

obligations, the corresponding transaction price is allocated to each performance obligation based on the estimated stand-alone selling prices.

Dividend income is recognised when the right to receive payment is established.

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| HSBC Bank plc Annual Report and Accounts 2024 | 129 |

Net income/(expense) from financial instruments measured at fair value through profit or loss includes the following:

– ‘Net income from financial instruments held for trading or managed on a fair value basis’: This comprises net trading activities, which

includes all gains and losses from changes in the fair value of financial assets and financial liabilities held for trading and other financial

instruments managed on a fair value basis, together with the related interest income, interest expense and dividend income, excluding the

effect of changes in the credit risk of liabilities managed on a fair value basis. It also includes all gains and losses from changes in the fair

value of derivatives that are managed in conjunction with financial assets and liabilities measured at fair value through profit or loss.

– ‘Net income/(expense) from assets and liabilities of insurance businesses, including related derivatives, measured at fair value through profit

or loss’: This includes all gains and losses from changes in the fair value, together with related interest income, interest expense and

dividend income in respect of financial assets and liabilities measured at fair value through profit or loss, and those derivatives managed in

conjunction with the above that can be separately identifiable from other trading derivatives.

– ‘Changes in fair value of designated debt instruments and related derivatives’: Interest paid on the debt instruments and interest cash flows

on related derivatives is presented in interest expense where doing so reduces an accounting mismatch.

– ‘Changes in fair value of other financial instruments mandatorily measured at fair value through profit or loss’: This includes interest on

instruments that fail the solely payments of principal and interest (‘SPPI’) test, see (d) below.

The accounting policies for insurance service result and insurance finance income/(expense) are disclosed in Note 1.2(j).

(c)Valuation of financial instruments

All financial instruments are initially recognised at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a

liability in an orderly transaction between market participants at the measurement date. The fair value of a financial instrument on initial

recognition is generally its transaction price (that is, the fair value of the consideration given or received). However, if there is a difference

between the transaction price and the fair value of financial instruments whose fair value is based on a quoted price in an active market or a

valuation technique that uses only data from observable markets, the group recognises the difference as a trading gain or loss at inception (a

‘day 1 gain or loss’). In all other cases, the entire day 1 gain or loss is deferred and recognised in the income statement over the life of the

transaction until the transaction matures, is closed out, the valuation inputs become observable or the group enters into an offsetting

transaction.

The fair value of financial instruments is generally measured on an individual basis. However, in cases where the group manages a group of

financial assets and liabilities according to its net market or credit risk exposure, the fair value of the group of financial instruments is measured

on a net basis but the underlying financial assets and liabilities are presented separately in the financial statements, unless they satisfy the IFRS

offsetting criteria. Financial instruments are classified into one of three fair value hierarchy levels, described in Note 11, ‘Fair values of financial

instruments carried at fair value'.

Critical estimates and judgements

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| The majority of valuation techniques employ only observable market data. However, certain financial instruments are classified on the basis of valuation  techniques that feature one or more significant market inputs that are unobservable, and for them, the measurement of fair value is more judgemental: | |
| Judgements | Estimates |
| – An instrument in its entirety is classified as valued using significant unobservable  inputs if, in the opinion of management, greater than 5% of the instrument’s  valuation is driven by unobservable inputs.  – ‘Unobservable’ in this context means that there is little or no current market data  available from which to determine the price at which an arm’s length transaction  would be likely to occur. It generally does not mean that there is no data available at  all upon which to base a determination of fair value (consensus pricing data may, for  example, be used). | – Details on the group’s level 3 financial instruments and  the sensitivity of their valuation to the effect of applying  reasonably possible alternative assumptions in  determining their fair value are set out in Note 11. |

(d)Financial instruments measured at amortised cost

Financial assets that are held to collect the contractual cash flows and which contain contractual terms that give rise on specified dates to cash

flows that are solely payments of principal and interest are measured at amortised cost. Such financial assets include most loans and advances

to banks and customers and some debt securities. In addition, most financial liabilities are measured at amortised cost. The group accounts for

regular way amortised cost financial instruments using trade date accounting. The carrying amount of these financial assets at initial recognition

includes any directly attributable transactions costs.

The group may commit to underwriting loans on fixed contractual terms for specified periods of time. When the loan arising from the lending

commitment is expected to be sold shortly after origination, the commitment to lend is recorded as a derivative. When the group intends to hold

the loan, the loan commitment is included in the impairment calculations set out below.

Financial assets are reclassified only when the business model for their management changes. Such changes, which are expected to be

infrequent, are determined by senior management as a result of external or internal changes and must be significant to operations and

demonstrable to external parties. Reclassifications are applied prospectively from the first day of the first reporting period following the change

of business model. Where a financial asset is reclassified out of the amortised cost measurement category and into the fair value through other

comprehensive income measurement category its fair value is measured at the date of reclassification. Any gain or loss arising from a difference

between the previous amortised cost and fair value is recognised in other comprehensive income. The effective interest rate and the

measurement of expected credit losses are not adjusted as a result of the reclassification.

Non-trading reverse repurchase, repurchase and similar agreements

When debt securities are sold subject to a commitment to repurchase them at a predetermined price (‘repos’), they remain on the balance

sheet and a liability is recorded in respect of the consideration received. Securities purchased under commitments to resell (‘reverse repos’) are

not recognised on the balance sheet and an asset is recorded in respect of the initial consideration paid. Non-trading repos and reverse repos

are measured at amortised cost. The difference between the sale and repurchase price or between the purchase and resale price is treated as

interest and recognised in net interest income over the life of the agreement.

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| 130 | HSBC Bank plc Annual Report and Accounts 2024 |

Notes on the financial statements

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Contracts that are economically equivalent to reverse repo or repo agreements (such as sales or purchases of debt securities entered into

together with total return swaps with the same counterparty) are accounted for similarly to, and presented together with, reverse repo or repo

agreements.

(e)Financial assets measured at fair value through other comprehensive income

Financial assets managed within a business model that is achieved by both collecting contractual cash flows and selling and which contain

contractual terms that give rise on specified dates to cash flows that are solely payments of principal and interest are measured at fair value

through other comprehensive income (‘FVOCI’). These comprise primarily debt securities. They are recognised on the trade date when HSBC

enters into contractual arrangements to purchase and are generally derecognised when they are either sold or redeemed. They are

subsequently remeasured at fair value with changes therein (except for those relating to impairment, interest income and foreign currency

exchange gains and losses) are recognised in other comprehensive income until the assets are sold. Upon disposal, the cumulative gains or

losses in other comprehensive income are recognised in the income statement as ‘Gains less losses from financial instruments’. Financial

assets measured at FVOCI are included in the impairment calculations set out below and impairment is recognised in profit or loss.

(f)Equity securities measured at fair value with fair value movements presented in other

comprehensive income

The equity securities for which fair value movements are shown in other comprehensive income are business facilitation and other similar

investments where HSBC holds the investments other than to generate a capital return. Dividends from such investments are recognised in

profit or loss. Gains or losses on the derecognition of these equity securities are not transferred to profit or loss. Otherwise, equity securities are

measured at fair value through profit or loss.

(g)Financial instruments designated at fair value through profit or loss

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

are so designated irrevocably at inception:

– The use of the designation removes or significantly reduces an accounting mismatch.

– A group of financial assets and liabilities or a group of financial liabilities is managed and its performance is evaluated on a fair value basis, in

accordance with a documented risk management or investment strategy.

– The financial liability contains one or more non-closely related embedded derivatives.

Designated financial assets are recognised when HSBC enters into contracts with counterparties, which is generally on trade date, and are

normally derecognised when the rights to the cash flows expire or are transferred. Designated financial liabilities are recognised when HSBC

enters into contracts with counterparties, which is generally on settlement date, and are normally derecognised when extinguished. Subsequent

changes in fair values are recognised in the income statement in ‘Net income from financial instruments held for trading or managed on a fair

value basis’ or ‘Net income/(expense) from assets and liabilities of insurance businesses, including related derivatives, measured at fair value

through profit or loss’ or ‘Changes in fair value of designated debt and related derivatives’ except for the effect of changes in the liabilities' credit

risk, which is presented in 'Other comprehensive income', unless that treatment would create or enlarge an accounting mismatch in profit or

loss.

Under the above criteria, the main classes of financial instruments designated by HSBC are:

– Debt instruments for funding purposes that are designated to reduce an accounting mismatch: The interest and/or foreign exchange

exposure on certain fixed-rate debt securities issued has been matched with the interest and/or foreign exchange exposure on certain swaps

as part of a documented risk management strategy.

– Financial assets and financial liabilities under unit-linked and non-linked investment contracts: A contract under which HSBC does not accept

significant insurance risk from another party is not classified as an insurance contract, other than investment contracts with discretionary

participation features (‘DPF’), but is accounted for as a financial liability. Customer liabilities under linked and certain non-linked investment

contracts issued by insurance subsidiaries are determined based on the fair value of the assets held in the linked funds or by a valuation

method. The related financial assets and liabilities are managed and reported to management on a fair value basis. Designation at fair value

of the financial assets and related liabilities allows changes in fair values to be recorded in the income statement and presented in the same

line.

– Financial liabilities that contain both deposit and derivative components: These financial liabilities are managed and their performance

evaluated on a fair value basis.

(h)Derivatives

Derivatives are financial instruments that derive their value from the price of underlying items such as equities, interest rates or other indices.

Derivatives are recognised initially and are subsequently measured at fair value through profit or loss. Derivatives are classified as assets when

their fair value is positive or as liabilities when their fair value is negative. This includes embedded derivatives in financial liabilities, which are

bifurcated from the host contract when they meet the definition of a derivative on a stand-alone basis.

Where the derivatives are managed with debt securities issued by HSBC that are designated at fair value where doing so reduces an accounting

mismatch, the contractual interest is shown in ‘Interest expense’ together with the interest payable on the issued debt.

Hedge accounting

When derivatives are not part of fair value designated relationships, if held for risk management purposes they are designated in hedge

accounting relationships where the required criteria for documentation and hedge effectiveness are met. The group uses these derivatives or,

where allowed, other non-derivative hedging instruments in fair value hedges, cash flow hedges or hedges of net investments in foreign

operations as appropriate to the risk being hedged.

Fair value hedge

Fair value hedge accounting does not change the recording of gains and losses on derivatives and other hedging instruments, but results in

recognising changes in the fair value of the hedged assets or liabilities attributable to the hedged risk that would not otherwise be recognised in

the income statement. If a hedge relationship no longer meets the criteria for hedge accounting, hedge accounting is discontinued and the

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cumulative adjustment to the carrying amount of a hedged item for which the effective interest rate method is used is amortised to the income

statement on a recalculated effective interest rate, unless the hedged item has been derecognised, in which case it is recognised in the income

statement immediately.

Cash flow hedge

The effective portion of gains and losses on hedging instruments is recognised in other comprehensive income and the ineffective portion of

the change in fair value of derivative hedging instruments that are part of a cash flow hedge relationship is recognised immediately in the

income statement within ‘Net income from financial instruments held for trading or managed on a fair value basis’. The accumulated gains and

losses recognised in other comprehensive income are reclassified to the income statement in the same periods in which the hedged item

affects profit or loss. When a hedge relationship is discontinued, or partially discontinued, any cumulative gain or loss recognised in other

comprehensive income remains in equity until the forecast transaction is recognised in the income statement. When a forecast transaction is no

longer expected to occur, the cumulative gain or loss previously recognised in other comprehensive income is immediately reclassified to the

income statement.

Derivatives that do not qualify for hedge accounting

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

(i)Impairment of amortised cost and FVOCI financial assets

Expected credit losses are recognised for loans and advances to banks and customers, non-trading reverse repurchase agreements, other

financial assets held at amortised cost, debt instruments measured at FVOCI, and certain loan commitments and financial guarantee contracts.

At initial recognition, an allowance (or provision in the case of some loan commitments and financial guarantees) is recognised for ECL resulting

from possible default events within the next 12 months, or less, where the remaining life is less than 12 months, (’12-month ECL’). In the event

of a significant increase in credit risk, an allowance (or provision) is recognised for ECL resulting from all possible default events over the

expected life of the financial instrument (‘lifetime ECL’). Financial assets where 12-month ECL is recognised are considered to be ‘stage 1’;

financial assets which are considered to have experienced a significant increase in credit risk are in ‘stage 2’; and financial assets for which

there is objective evidence of impairment, and so are considered to be in default or otherwise credit impaired are in ‘stage 3’. Purchased or

originated credit-impaired financial assets ('POCI') are treated differently as set out below.

Credit-impaired (stage 3)

The group determines that a financial instrument is credit impaired and in stage 3 by considering relevant objective evidence, primarily whether

contractual payments of either principal or interest are past due for more than 90 days, there are other indications that the borrower is unlikely

to pay such as that a concession has been granted to the borrower for economic or legal reasons relating to the borrower’s financial condition,

or the loan is otherwise considered to be in default.

If such unlikeliness to pay is not identified at an earlier stage, it is deemed to occur when an exposure is 90 days past due. Therefore, the

definitions of credit impaired and default are aligned as far as possible so that stage 3 represents all loans that are considered defaulted or

otherwise credit-impaired.

Interest income is recognised by applying the effective interest rate to the amortised cost (i.e. gross carrying amount less allowance for ECL).

Write-off

Financial assets (and the related impairment allowances) are normally written off, either partially or in full, when there is no realistic prospect of

recovery. Where loans are secured, this is generally after receipt of any proceeds from the realisation of security.

In circumstances where the net realisable value of any collateral has been determined and there is no reasonable expectation of further

recovery, write-off may be earlier.

Forbearance

Loans are identified as forborne and classified as either performing or non-performing when the group modifies the contractual terms due to

financial difficulty of the borrower. Non-performing forborne loans are stage 3 and classified as non-performing until they meet the curing

criteria, as specified by applicable credit risk policy (for example, when the loan is no longer in default and no other indicators of default have

been present for at least 12 months). Any amount written off as a result of any modification of contractual terms upon entering forbearance

would not be reversed.

The group applies the EBA Guidelines on the application of definition of default for our retail portfolios, which affect credit risk policies and our

reporting in respect of the status of loans as credit impaired principally due to forbearance (or curing thereof). Further details are provided under

'Forborne loans and advances' on page 32.

Performing forborne loans are initially stage 2 and remain classified as forborne until they meet applicable curing criteria (for example, they

continue to not be in default and no other indicators of default are present for a period of at least 24 months). At this point, the loan is either

stage 1 or stage 2 as determined by comparing the risk of a default occurring at the reporting date (based on the modified contractual terms)

and the risk of a default occurring at initial recognition (based on the original, unmodified contractual terms).

A forborne loan is derecognised if the existing agreement is cancelled and a new agreement is made on substantially different terms, or if the

terms of an existing agreement are modified such that the forborne loan is a substantially different financial instrument. Any new loans that

arise following derecognition events in these circumstances would generally be classified as POCI and will continue to be disclosed as forborne.

Loan modifications other than forborne loans

Loan modifications that are not identified as forborne are considered to be commercial restructurings. Where a commercial restructuring results

in a modification (whether legalised through an amendment to the existing terms or the issuance of a new loan contract) such that HSBC’s

rights to the cash flows under the original contract have expired, the old loan is derecognised and the new loan is recognised at fair value. The

rights to cash flows are generally considered to have expired if the commercial restructuring is at market rates and no payment-related

concession has been provided. Modifications of certain higher credit risk wholesale loans are assessed for derecognition having regard to

changes in contractual terms that either individually or in combination are judged to result in a substantially different financial instrument.

Mandatory and general offer loan modifications that are not borrower specific, for example market-wide customer relief programmes generally

do not result in derecognition, but their stage allocation is determined considering all available and supportable information under our ECL

impairment policy. Changes made to these financial instruments that are economically equivalent and required by interest rate benchmark

reform do not result in the derecognition or a change in the carrying amount of the financial instrument, but instead require the effective interest

rate to be updated to reflect the change of the interest rate benchmark.

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Notes on the financial statements

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Significant increase in credit risk (stage 2)

An assessment of whether credit risk has increased significantly since initial recognition is performed at each reporting period by considering

the change in the risk of default occurring over the remaining life of the financial instrument.

The assessment explicitly or implicitly compares the risk of default occurring at the reporting date compared with that at initial recognition,

taking into account reasonable and supportable information, including information about past events, current conditions and future economic

conditions. The assessment is unbiased, probability-weighted, and to the extent relevant, uses forward-looking information consistent with that

used in the measurement of ECL. The analysis of credit risk is multifactor. The determination of whether a specific factor is relevant and its

weight compared with other factors depends on the type of product, the characteristics of the financial instrument and the borrower, and the

geographical region. Therefore, it is not possible to provide a single set of criteria that will determine what is considered to be a significant

increase in credit risk and these criteria will differ for different types of lending, particularly between retail and wholesale. However, unless

identified at an earlier stage, all financial assets are deemed to have suffered a significant increase in credit risk when 30 days past due. In

addition, wholesale loans that are individually assessed, which are typically corporate and commercial customers, and included on a watch or

worry list, are included in stage 2.

For wholesale portfolios, the quantitative comparison assesses default risk using a lifetime probability of default ('PD'), which encompasses a

wide range of information including the obligor’s customer risk rating (‘CRR’), macro-economic condition forecasts and credit transition

probabilities. For origination CRRs up to 3.3, significant increase in credit risk is measured by comparing the average PD for the remaining term

estimated at origination with the equivalent estimation at reporting date. The quantitative measure of significance varies depending on the credit

quality at origination as follows:

|  |  |
| --- | --- |
|  |  |
| Origination CRR | Significance trigger – PD to increase by |
| 0.1-1.2 | 15bps |
| 2.1-3.3 | 30bps |

For CRRs greater than 3.3 that are not impaired, a significant increase in credit risk is considered to have occurred when the origination PD has

doubled. The significance of changes in PD was informed by expert credit risk judgement, referenced to historical credit migrations and to

relative changes in external market rates.

For loans originated prior to the implementation of IFRS 9, the origination PD does not include adjustments to reflect expectations of future

macroeconomic conditions since these are not available without the use of hindsight. In the absence of this data, origination PD must be

approximated assuming through-the-cycle PDs and through-the-cycle migration probabilities, consistent with the instrument’s underlying

modelling approach and the CRR at origination. For these loans, the quantitative comparison is supplemented with additional CRR deterioration-

based thresholds, as set out in the table below:

|  |  |
| --- | --- |
|  |  |
| Origination CRR | Additional significance criteria – number of CRR grade notches  deterioration required to identify as significant credit  deterioration (stage 2) (> or equal to) |
| 0.1 | 5 notches |
| 1.1–4.2 | 4 notches |
| 4.3–5.1 | 3 notches |
| 5.2–7.1 | 2 notches |
| 7.2–8.2 | 1 notch |
| 8.3 | 0 notch |

Further information about the 23-grade scale used for CRR can be found on page 32.



For Retail portfolios, default risk is assessed using a reporting date 12-month PD derived from internal models, which incorporate all available

information about the customer. This PD is adjusted for the effect of macroeconomic forecasts for periods longer than 12 months and is

considered to be a reasonable approximation of a lifetime PD measure. Retail exposures are first segmented into homogenous portfolios,

generally by country, product and brand. Within each portfolio, the stage 2 accounts are defined as accounts with an adjusted 12-month PD

greater than the average 12-month PD of loans in that portfolio 12 months before they become 30 days past due. The expert credit risk

judgement is that no prior increase in credit risk is significant. This portfolio-specific threshold therefore identifies loans with a PD higher than

would be expected from loans that are performing as originally expected and higher than that which would have been acceptable at origination.

It therefore approximates a comparison of origination to reporting date PDs.

We continue to refine the retail transfer criteria approach for certain portfolios, as additional data becomes available, in order to utilise a more

relative approach. These enhancements take advantage of the increase in origination related data in the assessment of significant increases in

credit risk by comparing remaining lifetime PD to the comparable remaining term lifetime PD at origination based on portfolio-specific origination

segments.

Unimpaired and without significant increase in credit risk (stage 1)

ECL resulting from default events that are possible within the next 12 months (’12-month ECL’) are recognised for financial instruments that

remain in stage 1.

Purchased or originated credit impaired

Financial assets that are purchased or originated at a deep discount that reflects the incurred credit losses are considered to be POCI. This

population includes new financial instruments recognised in most cases following the derecognition of forborne loans. The amount of change in

lifetime ECL for a POCI loan is recognised in profit or loss until the POCI loan is derecognised, even if the lifetime ECL are less than the amount

of ECL included in the estimated cash flows on initial recognition.

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| HSBC Bank plc Annual Report and Accounts 2024 | 133 |

Movement between stages

Financial assets can be transferred between the different categories (other than POCI) depending on their relative increase in credit risk since

initial recognition. Financial instruments are transferred out of stage 2 if their credit risk is no longer considered to be significantly increased

since initial recognition based on the assessments described above. In the case of non-performing forborne loans such financial instruments are

transferred out of stage 3 when they no longer exhibit any evidence of credit impairment and meet the curing criteria as described above.

Measurement of ECL

The assessment of credit risk and the estimation of ECL are unbiased and probability-weighted, and incorporate all available information which is

relevant to the assessment including information about past events, current conditions and reasonable and supportable forecasts of future

events and economic conditions at the reporting date. In addition, the estimation of ECL should take into account the time value of money and

considers other factors such as climate-related risks.

In general, HSBC calculates ECL using three main components, a probability of default ('PD'), a loss given default ('LGD') and the exposure at

default (‘EAD’).

The 12-month ECL is calculated by multiplying the 12-month PD, LGD, and EAD. Lifetime ECL is calculated using the lifetime PD instead. The

12-month and lifetime PDs represent the probability of default occurring over the next 12 months and the remaining maturity of the instrument

respectively.

The EAD represents the expected balance at default, taking into account the repayment of principal and interest from the balance sheet date to

the default event together with any expected drawdowns of committed facilities. The LGD represents expected losses on the EAD given the

event of default, taking into account, among other attributes, the mitigating effect of collateral value at the time it is expected to be realised and

the time value of money.

HSBC makes use of the IRB framework where possible, with recalibration to meet the differing IFRS 9 requirements as set out in the following

table:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Model | Regulatory capital | IFRS 9 |
| PD | – Represents long-run average PD throughout a full economic cycle (for  mortgage portfolios a hybrid approach, which sits between the  extremes of point in time and through the cycle, is used for  calculating long-run averages as required by the PRA).  – Default backstop of 90+ days past due for all portfolios (includes  unlikely to pay ('UTP') criteria in line with internal policy).  – May be subject to a sovereign cap. | – Represents current portfolio quality and performance, adjusted  for the impact of multiple forward-looking macroeconomic  scenarios.  – Default backstop of 90+ days past due for all portfolios (includes  UTP criteria in line with internal policy). |
| EAD | – Cannot be lower than current balance. | – Amortisation captured for term products.  – Future drawdown captured for revolving products. |
| LGD | – Downturn LGD (consistent with losses we would expect to suffer  during a severe but plausible economic downturn).  – Regulatory floors may apply to mitigate risk of underestimating  downturn LGD due to lack of historical data.  – Discounted using appropriate index (minimum 9%).  – All collection costs included. | – LGD based on recent portfolio performance data and includes  the expected impact of future economic conditions such as  change in the value of collateral.  – No floors applied, discounted using the original effective interest  rate.  – Only costs associated with selling collateral and certain third-  party costs are included. |
| Other |  | – Discounted back from point of default to balance sheet date. |

While 12-month PDs are recalibrated from IRB models where possible, the lifetime PDs are determined by projecting the 12-month PD using a

term structure. For the Wholesale methodology, the lifetime PD also takes into account credit migration, i.e. a customer migrating through the

CRR bands over its life.

The ECL for Wholesale stage 3 is determined primarily on an individual basis using a discounted cash flow (‘DCF’) methodology. The expected

future cash flows are based on estimates as of the reporting date, reflecting reasonable and supportable assumptions and projections of future

recoveries and expected future receipts of interest.

Collateral is taken into account if it is likely that the recovery of the outstanding amount will include realisation of collateral based on its

estimated fair value of collateral at the time of expected realisation, less costs for obtaining and selling the collateral.

The cash flows are discounted at a reasonable approximation of the original effective interest rate. For significant cases, cash flows under up to

four different scenarios are probability-weighted by reference to the status of the borrower, economic scenarios applied more generally by

HSBC and judgement of in relation to the likelihood of the workout strategy succeeding or receivership being required. For less significant cases

where an individual assessment is undertaken, the effect of different economic scenarios and work-out strategies results in an ECL calculation

based on a most likely outcome which is adjusted to capture losses resulting from less likely but possible outcomes. For certain less significant

cases, the bank may use an LGD-based modelled approach to ECL assessment, which factors in a range of economic scenarios.

Period over which ECL is measured

Expected credit loss is measured from the initial recognition of the financial asset. The maximum period considered when measuring ECL (be it

12-month or lifetime ECL) is the maximum contractual period over which HSBC is exposed to credit risk. However, where the financial

instrument includes both a drawn and undrawn commitment and the contractual ability to demand repayment and cancel the undrawn

commitment does not serve to limit HSBC’s exposure to credit risk to the contractual notice period, the contractual period does not determine

the maximum period considered. Instead, ECL is measured over the period HSBC remains exposed to credit risk that is not mitigated by credit

risk management actions. This applies to retail overdrafts and credit cards, where the period is the average time taken for stage 2 exposures to

default or close as performing accounts, determined on a portfolio basis and ranging from between two and six years. In addition, for these

facilities it is not possible to identify the ECL on the loan commitment component separately from the financial asset component. As a result,

the total ECL is recognised in the loss allowance for the financial asset unless the total ECL exceeds the gross carrying amount of the financial

asset, in which case the ECL is recognised as a provision. For wholesale overdraft facilities, credit risk management actions are taken no less

frequently than on an annual basis.

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| 134 | HSBC Bank plc Annual Report and Accounts 2024 |

Notes on the financial statements

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Forward-looking economic inputs

HSBC applies multiple forward-looking global economic scenarios determined with reference to external forecast distributions representative of

its view of forecast economic conditions. This approach is considered sufficient to calculate unbiased expected credit loss in most economic

environments. In certain economic environments, additional analysis may be necessary and may result in additional scenarios or adjustments, to

reflect a range of possible economic outcomes sufficient for an unbiased estimate. The detailed methodology is disclosed in 'Measurement

uncertainty and sensitivity analysis of ECL estimates' on page 42.

Critical estimates and judgements

|  |  |
| --- | --- |
|  |  |
| The calculation of the group’s ECL under IFRS 9 requires the group to make a number of judgements, assumptions and estimates. The most significant are set  out below: | |
| Judgements | Estimates |
| – Defining what is considered to be a significant increase in credit risk.  – Selecting and calibrating the PD, LGD and EAD models, which support the calculations, including  making reasonable and supportable judgements about how models react to current and future  economic conditions.  – Selecting model inputs and economic forecasts, including determining whether sufficient and  appropriately weighted economic forecasts are incorporated to calculate unbiased expected credit  loss.  – Making management judgemental adjustments to account for late breaking events, model and  data limitations and deficiencies, and expert credit judgements.  – Selecting applicable recovery strategies for certain wholesale credit-impaired loans. | – The section ‘Measurement uncertainty and sensitivity  analysis of ECL estimates’, marked as audited from  page 42 sets out the assumptions used in  determining ECL, and provides an indication of the  sensitivity of the result to the application of different  weightings being applied to different economic  assumptions. |

(j)Insurance contracts

A contract is classified as an insurance contract where the group accepts significant insurance risk from another party by agreeing to

compensate that party if it is adversely affected by a specified uncertain future event. An insurance contract may also transfer financial risk, but

is accounted for as an insurance contract if the insurance risk is significant. In addition, the group issues investment contracts with discretionary

participation features ('DPF') which are also accounted under IFRS 17 ‘Insurance Contracts’.

Aggregation of insurance contracts

Individual insurance contracts that are managed together and subject to similar risks are identified as a portfolio. Contracts that are managed

together usually belong to the same product group, and have similar characteristics such as being subject to a similar pricing framework or

similar product management, and are issued by the same legal entity. If a contract is exposed to more than one risk, the dominant risk of the

contract is used to assess whether the contract features similar risks. Each portfolio is further separated by the contract’s expected profitability.

The portfolios are split by their profitability into: (i) contracts that are onerous at initial recognition; (ii) contracts that at initial recognition have no

significant possibility of becoming onerous subsequently; and (iii) the remaining contracts. These profitability groups are then divided by issue

date, with most contracts the group issues after the transition date being grouped into calendar quarter cohorts. For multi-currency groups of

contracts, the group considers its groups of contracts as being denominated in a single currency.

The measurement of the insurance contract liability is based on groups of insurance contracts as established at initial recognition, and will

include fulfilment cash flows as well as the CSM representing the unearned profit. The group's accounting policy is to update the estimates

used in the measurement on a year-to-date basis.

Fulfilment cash flows

The fulfilment cash flows comprise the following:

Best estimates of future cash flows

The cash flows within the contract boundary of each contract in the group include amounts expected to be collected from premiums and

payouts for claims, benefits and expenses, and are projected using a range of scenarios and assumptions in an unbiased way based on the

group’s demographic and operating experience along with external mortality data where the group’s own experience data is not sufficiently

large in size to be credible.

Adjustment for the time value of money and financial risks associated with the future cash flows

The estimates of future cash flows are adjusted to reflect the time value of money (i.e. discounting) and the financial risks to derive an expected

present value. The group generally makes use of stochastic modelling techniques in the estimation for products with options and guarantees.

A bottom-up approach is used to determine the discount rate to be applied to a given set of expected future cash flows. This is derived as the

sum of the risk-free yield and an illiquidity premium. The risk-free yield is determined based on observable market data, where such markets are

considered to be deep, liquid and transparent. When information is not available, management judgement is applied to determine the

appropriate risk-free yield. Illiquidity premiums reflect the liquidity characteristics of the associated insurance contracts.

Risk adjustment for non-financial risk

The risk adjustment reflects the compensation required for bearing the uncertainty about the amount and timing of future cash flows that arises

from non-financial risk. It is calculated as a 75th percentile level of stress over a one-year period. The level of the stress is determined with

reference to external regulatory stresses and internal economic capital stresses.

For the main insurance manufacturing entity in the group, the one-year 75th percentile level of stress corresponds to the 60th percentile (2023:

60th percentile) based on an ultimate view of risk over all future years.

The group does not disaggregate changes in the risk adjustment between insurance service result (comprising insurance revenue and insurance

service expense) and insurance finance income or expenses. All changes are included in the insurance service result.

Measurement models

The variable fee approach (‘VFA’) measurement model is used for most of the contracts issued by the group, which is mandatory upon meeting

the following eligibility criteria at inception:

– the contractual terms specify that the policyholder participates in a share of a clearly identified pool of underlying items;

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| HSBC Bank plc Annual Report and Accounts 2024 | 135 |

– the group expects to pay to the policyholder a substantial share of the fair value returns on the underlying items. The group considers that a

substantial share is a majority of returns; and

– the group expects a substantial proportion of any change in the amounts to be paid to the policyholder to vary with the change in fair value of

the underlying items. The group considers that a substantial proportion is a majority proportion of change on a present value probability-

weighted average of all scenarios.

For some contracts measured under VFA, the other comprehensive income (‘OCI’) option is used. The OCI option is applied where the

underlying items held by the group are not accounted for at fair value through profit or loss. Under this option, only the amount that matches

income or expenses recognised in profit or loss on underlying items is included in finance income or expenses for these insurance contracts,

and hence results in the elimination of accounting mismatches. The remaining amount of finance income or expenses for these insurance

contracts issued for the period is recognised in OCI. In addition, the risk mitigation option is used for a number of economic offsets against the

instruments that meet specific requirements.

The remaining contracts issued and the reinsurance contracts held are accounted for under the general measurement model (‘GMM’).

CSM and coverage units

The CSM represents the unearned profit and results in no income or expense at initial recognition when the group of contracts is profitable. The

CSM is adjusted at each subsequent reporting period for changes in fulfilment cash flows relating to future service (e.g. changes in non-

economic assumptions, including mortality and morbidity rates). For initial recognition of onerous groups of contracts and when groups of

contracts become onerous subsequently, losses are recognised in insurance service expense immediately.

For groups of contracts measured using the VFA, changes in the group’s share of the underlying items, and economic experience and economic

assumption changes adjust the CSM, whereas these changes do not adjust the CSM under the GMM, but are recognised in profit or loss as

they arise. However, under the risk mitigation option for VFA contracts, the changes in the fulfilment cash flows and the changes in the group’s

share in the fair value return on underlying items that the instruments mitigate are not adjusted in CSM but recognised in profit or loss. The risk

mitigating instruments are primarily reinsurance contracts held.

The CSM is systematically recognised in insurance revenue to reflect the insurance contract services provided, based on the coverage units of

the group of contracts. Coverage units are determined by the quantity of benefits and the expected coverage period of the contracts.

The group identifies the quantity of the benefits provided as follows:

– Insurance coverage: This is based on the expected net policyholder insurance benefit at each period after allowance for decrements, where

net policyholder insurance benefit refers to the amount of sum assured less the fund value or surrender value.

– Investment services (including both investment-return service and investment-related service): This is based on a constant measure basis

which reflects the provision of access for the policyholder to the facility.

For contracts that provide both insurance coverage and investment services, coverage units are weighted according to the expected present

value of the future cash outflows for each service.

Insurance service result

Insurance revenue reflects the consideration to which the group expects to be entitled in exchange for the provision of coverage and other

insurance contract services (excluding any investment components). Insurance service expenses comprise the incurred claims and other

incurred insurance service expenses (excluding any investment components), and losses on onerous groups of contracts and reversals of such

losses.

Insurance finance income and expenses

Insurance finance income and expenses comprise the change in the carrying amount of the group of insurance contracts arising from the

effects of the time value of money, financial risk and changes therein. For VFA contracts, changes in the fair value of underlying items (excluding

additions and withdrawals) are recognised in insurance finance income or expenses.

(k)Employee compensation and benefits

Share-based payments

The group enters into both equity-settled and cash-settled share-based payment arrangements with its employees as compensation for the

provision of their services.

The vesting period for these schemes may commence before the legal grant date if the employees have started to render services in respect of

the award before the legal grant date, where there is a shared understanding of the terms and conditions of the arrangement. Expenses are

recognised when the employee starts to render service to which the award relates.

Cancellations result from the failure to meet a non-vesting condition during the vesting period, and are treated as an acceleration of vesting

recognised immediately in the income statement. Failure to meet a vesting condition by the employee is not treated as a cancellation, and the

amount of expense recognised for the award is adjusted to reflect the number of awards expected to vest.

Post-employment benefit plans

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

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

Defined benefit pension obligations are calculated using the projected unit credit method. The net charge to the income statement mainly

comprises the service cost and the net interest on the net defined benefit asset or liability, and is presented in operating expenses.

Remeasurements of the net defined benefit asset or liability, which comprise actuarial gains and losses, return on plan assets (excluding

interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in other comprehensive income. The net

defined benefit asset or liability represents the present value of defined benefit obligations reduced by the fair value of plan assets, after

applying the asset ceiling test, where the net defined benefit surplus is limited to the present value of available refunds and reductions in future

contributions to the plan.

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

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| 136 | HSBC Bank plc Annual Report and Accounts 2024 |

Notes on the financial statements

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(l)Tax

Income tax comprises current tax and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to

items recognised in other comprehensive income or directly in equity, in which case the tax is recognised in the same statement in which the

related item appears.

Current tax is the tax expected to be payable on the taxable profit for the year and on any adjustment to tax payable in respect of previous years.

The group provides for potential current tax liabilities that may arise on the basis of the amounts expected to be paid to the tax authorities.

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the balance sheet, and the

amounts attributed to such assets and liabilities for tax purposes. Deferred tax is calculated using the tax rates expected to apply in the periods

as the assets will be realised or the liabilities settled.

In assessing the probability and sufficiency of future taxable profit, we consider the availability of evidence to support the recognition of deferred

tax assets. Taking into account the inherent risks in long-term forecasting, including climate change-related, and drivers of recent history of tax

losses where applicable. We also consider the future reversal of existing taxable temporary differences and tax planning strategies, including

corporate reorganisations.

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

Critical estimates and judgements

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|  |  |
| The recognition of deferred tax assets depends on judgements and estimates. | |
| Judgements | Estimates |
| – Specific judgements supporting deferred tax assets are described in Note 7. | The recognition of deferred tax assets is sensitive to estimates of future cash  flows projected for periods for which detailed forecasts are available and to  assumptions regarding the long-term pattern of cash flows thereafter, on which  forecasts of future taxable profit are based, and which affect the expected  recovery periods and the pattern of utilisation of tax losses and tax credits. |

The group does not consider there to be a significant risk of a material adjustment to the carrying amount of the deferred tax assets in the next

financial year but does consider this to be an area that is inherently judgemental.

(m)Provisions, contingent liabilities and guarantees

Provisions

Provisions are recognised when it is probable that an outflow of economic benefits will be required to settle a present legal or constructive

obligation that has arisen as a result of past events and for which a reliable estimate can be made.

Critical estimates and judgements

|  |  |
| --- | --- |
|  |  |
| The recognition and measurement of provisions requires the group to make a number of judgements, assumptions and estimates. The most significant  are set out below: | |
| Judgements | Estimates |
| – Determining whether a present obligation exists. Professional advice is taken on the  assessment of litigation and similar obligations.  – Provisions for legal proceedings and regulatory matters typically require a higher degree of  judgement than other types of provisions. When matters are at an early stage, accounting  judgements can be difficult because of the high degree of uncertainty associated with  determining whether a present obligation exists, and estimating the probability and amount  of any outflows that may arise. As matters progress, management and legal advisers  evaluate on an ongoing basis whether provisions should be recognised, revising previous  estimates as appropriate. At more advanced stages, it is typically easier to make estimates  around a better defined set of possible outcomes. | – Provisions for legal proceedings and regulatory matters  remain very sensitive to the assumptions used in the  estimate. There could be a wider range of possible outcomes  for any pending legal proceedings, investigations or inquiries.  As a result, it is often not practicable to quantify a range of  possible outcomes for individual matters. It is also not  practicable to meaningfully quantify ranges of potential  outcomes in aggregate for these types of provisions,  because of the diverse nature and circumstances of such  matters and the wide range of uncertainties involved. |

Contingent liabilities, contractual commitments and guarantees

Contingent liabilities

Contingent liabilities, which include certain guarantees and letters of credit pledged as collateral security, and contingent liabilities related to

legal proceedings or regulatory matters, are not recognised in the financial statements but are disclosed unless the probability of settlement is

remote.

Financial guarantee contracts

Liabilities under financial guarantee contracts that are not classified as insurance contracts are recorded initially at their fair value, which is

generally the fee received or present value of the fee receivable.

(n)Impairment of non-financial assets

Software under development is tested for impairment at least annually. Other non-financial assets are property, plant and equipment, intangible

assets (excluding goodwill) and right-of-use assets. They are tested for impairment at the individual asset level when there is indication of

impairment at that level, or at the CGU level for assets that do not have a recoverable amount at the individual asset level. In addition,

impairment is also tested at the CGU level when there is indication of impairment at that level. For this purpose, CGUs are considered to be the

principal operating legal entities divided by global business.

Impairment testing compares the carrying amount of the non-financial asset or CGU with its recoverable amount, which is the higher of the fair

value less costs of disposal or the value in use. The carrying amount of a CGU comprises the carrying amount of its assets and liabilities,

including non-financial assets that are directly attributable to it and non-financial assets that can be allocated to it on a reasonable and consistent

basis. Non-financial assets that cannot be allocated to an individual CGU are tested for impairment at an appropriate grouping of CGUs. The

recoverable amount of the CGU is the higher of the fair value less costs of disposal of the CGU, which is determined by independent and

qualified valuers where relevant, and the value in use, which is calculated based on appropriate inputs. When the recoverable amount of a CGU

is less than its carrying amount, an impairment loss is recognised in the income statement to the extent that the impairment can be allocated on

|  |  |
| --- | --- |
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| HSBC Bank plc Annual Report and Accounts 2024 | 137 |

a pro-rata basis to the non-financial assets by reducing their carrying amounts to the higher of their respective individual recoverable amount or

nil. Impairment is not allocated to the financial assets in a CGU.

Impairment losses recognised in prior periods for non-financial assets are reversed when there has been a change in the estimate used to

determine the recoverable amount. The impairment loss is reversed to the extent that the carrying amount of the non-financial assets would not

exceed the amount that would have been determined (net of amortisation or depreciation) had no impairment loss been recognised in prior

periods.

(o)Non-current assets and disposal groups held for sale

HSBC classifies non-current assets or disposal groups (including assets and liabilities) as held for sale when their carrying amounts will be

recovered principally through sale rather than through continuing use. To be classified as held for sale, the non-current asset or disposal group

must be available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets (or

disposal groups), and the sale must be highly probable. For a sale to be highly probable, the appropriate level of management must be

committed to a plan to sell the asset (or disposal group) and an active programme to locate a buyer and complete the plan must have been

initiated. Further, the asset (or disposal group) must be actively marketed for sale at a price that is reasonable in relation to its current fair value.

In addition, the sale should be expected to qualify as a completed sale within one year from the date of classification and actions required to

complete the plan should indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Held-for-sale assets and disposal groups are measured at the lower of their carrying amount and fair value less costs to sell except for those

assets and liabilities that are not within the scope of the measurement requirements of IFRS 5. If the carrying amount of the non-current asset

(or disposal group) is greater than the fair value less costs to sell, an impairment loss for any initial or subsequent write down of the asset or

disposal group to fair value less costs to sell is recognised. Any such impairment loss is first allocated against the non-current assets that are in

scope of IFRS 5 for measurement. This first reduces the carrying amount of any goodwill allocated to the disposal group, and then to the other

non-current assets of the disposal group pro rata on the basis of the carrying amount of each asset in the disposal group. Thereafter, any

impairment loss in excess of the carrying amount of the non-current assets in scope of IFRS 5 for measurement is recognised against the total

assets of the disposal group.

|  |
| --- |
|  |
|  |

2Net fee income

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Net fee income by product type | | | |
| 2024 |  | 2023 | 2022 |
|  | £m | £m | £m |
| Net fee income by product |  |  |  |
| Funds under management | 457 | 408 | 420 |
| Broking income | 406 | 327 | 354 |
| Account services | 334 | 339 | 302 |
| Credit facilities | 301 | 278 | 235 |
| Underwriting | 291 | 239 | 171 |
| Global custody | 171 | 190 | 203 |
| Remittances | 113 | 114 | 101 |
| Securities others (including stock lending) | 95 | 95 | 81 |
| Corporate finance | 80 | 45 | 124 |
| Loans granted other than prepayment fees | 68 | 44 | 38 |
| Other | 442 | 515 | 564 |
| Fee income | 2,758 | 2,594 | 2,593 |
| Less: fee expense | (1,483) | (1,365) | (1,298) |
| Net fee income | 1,275 | 1,229 | 1,295 |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| Net fee income by global business | | | | | | | |
|  | MSS | GB | GBM  Other | CMB | WPB | Corporate  Centre | Total |
|  | £m | £m | £m | £m | £m | £m | £m |
| Year ended 31 Dec 2024 |  |  |  |  |  |  |  |
| Fee income | 1,277 | 954 | 140 | 452 | 568 | (633) | 2,758 |
| Less: fee expense | (1,606) | (237) | (100) | (29) | (143) | 632 | (1,483) |
| Net fee income/(expense) | (329) | 717 | 40 | 423 | 425 | (1) | 1,275 |
|  |  |  |  |  |  |  |  |
| Year ended 31 Dec 2023 |  |  |  |  |  |  |  |
| Fee income | 1,275 | 847 | 131 | 427 | 556 | (642) | 2,594 |
| Less: fee expense | (1,496) | (177) | (102) | (19) | (207) | 636 | (1,365) |
| Net fee income/(expense) | (221) | 670 | 29 | 408 | 349 | (6) | 1,229 |
|  |  |  |  |  |  |  |  |
| Year ended 31 Dec 2022 |  |  |  |  |  |  |  |
| Fee income | 1,301 | 817 | 69 | 425 | 580 | (599) | 2,593 |
| Less: fee expense | (1,439) | (173) | (55) | (25) | (199) | 593 | (1,298) |
| Net fee income/(expense) | (138) | 644 | 14 | 400 | 381 | (6) | 1,295 |

Net fee income includes £801m of fees earned on financial assets that are not at fair value through profit or loss (other than amounts included in

determining the effective interest rate) (2023: £842m; 2022: £778m), £249m of fees payable on financial liabilities that are not at fair value

through profit of loss (other than amounts included in determining the effective interest rate) (2023: £247m; 2022: £229m), £675m of fees

earned on trust and other fiduciary activities (2023: £654m; 2022: £673m), and £94m of fees payable relating to trust and other fiduciary

activities (2023: £83m; 2022: £69m).

|  |  |
| --- | --- |
|  |  |
| 138 | HSBC Bank plc Annual Report and Accounts 2024 |

Notes on the financial statements

|  |
| --- |
|  |
|  |

3Net income from financial instruments measured at fair value through

profit or loss

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2024 | 2023 | 2022 |
|  | £m | £m | £m |
| Net income arising on: |  |  |  |
| Net trading activities | 5,107 | 4,569 | (2,840) |
| Other instruments managed on a fair value basis | (381) | (1,174) | 5,715 |
| Net income from financial instruments held for trading or managed on a fair value basis | 4,726 | 3,395 | 2,875 |
| Financial assets held to meet liabilities under insurance and investment contracts | 956 | 1,231 | (1,429) |
| Liabilities to customers under investment contracts | (99) | (63) | 59 |
| Net income/(expense) from assets and liabilities of insurance businesses, including related  derivatives, measured at fair value through profit or loss | 857 | 1,168 | (1,370) |

|  |
| --- |
|  |
|  |

4Insurance business

The table below represents an analysis of the total insurance revenue and expenses recognised in the period:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| Insurance service result | | | | | | |
|  | Year ended 31 Dec 2024 | | | Year ended 31 Dec 2023 | | |
|  | Life direct  participating  and investment  DPF contracts1 | Life other  contracts2 | Total | Life direct  participating and  investment DPF  contracts1 | Life other  contracts2 | Total |
|  | £m | £m | £m | £m | £m | £m |
| Insurance revenue |  |  |  |  |  |  |
| Amounts relating to changes in liabilities for remaining coverage | 215 | 171 | 386 | 183 | 188 | 371 |
| –  Contractual service margin recognised for services provided | 70 | 38 | 108 | 77 | 43 | 120 |
| –  Change in risk adjustment for non-financial risk for risk expired | 9 | 6 | 15 | 6 | 6 | 12 |
| –  Expected incurred claims and other insurance service expenses | 136 | 127 | 263 | 100 | 139 | 239 |
| –  Other | — | — | — | — | — | — |
| Recovery of insurance acquisition cash flows | 3 | 9 | 12 | 2 | 6 | 8 |
| Total insurance revenue | 218 | 180 | 398 | 185 | 194 | 379 |
| Insurance service expenses |  |  |  |  |  |  |
| Incurred claims and other insurance service expenses | (91) | (131) | (222) | (88) | (120) | (208) |
| Losses and reversal of losses on onerous contracts | 4 | (5) | (1) | (8) | (7) | (15) |
| Amortisation of insurance acquisition cash flows | (3) | (9) | (12) | (2) | (6) | (8) |
| Adjustments to liabilities for incurred claims | — | 8 | 8 | — | (24) | (24) |
| Total insurance service expenses | (90) | (137) | (227) | (98) | (157) | (255) |
| Total insurance service result | 128 | 43 | 171 | 87 | 37 | 124 |

1'Life direct participating and investment DPF contracts' are substantially measured under the variable fee approach measurement model.

2'Life other contracts' are measured under the general measurement model.

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts 2024 | 139 |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| Net investment return | | | | | | |
|  | Year ended 31 Dec 2024 | | | Year ended 31 Dec 2023 | | |
|  | Life direct  participating  and investment  DPF contracts | Life other  contracts | Total | Life direct  participating  and investment  DPF contracts | Life other  contracts | Total |
|  | £m | £m | £m | £m | £m | £m |
| Investment return |  |  |  |  |  |  |
| Amounts recognised in profit or loss1 | 969 | 2 | 971 | 1,246 | 17 | 1,263 |
| Amounts recognised in OCI2 | 147 | — | 147 | 404 | — | 404 |
| Total investment return (memorandum) | 1,116 | 2 | 1,118 | 1,650 | 17 | 1,667 |
| Net finance (expense)/income |  |  |  |  |  |  |
| Changes in fair value of underlying items of direct participating  contracts | (1,122) | — | (1,122) | (1,585) | — | (1,585) |
| Effect of risk mitigation option | (11) | — | (11) | — | — | — |
| Interest accreted | — | 1 | 1 | — | 2 | 2 |
| Effect of changes in interest rates and other financial assumptions | — | — | — | — | 1 | 1 |
| Effect of measuring changes in estimates at current rates and  adjusting the CSM at rates on initial recognition | — | 2 | 2 | — | (4) | (4) |
| Total net finance (expense)/income from insurance contracts | (1,133) | 3 | (1,130) | (1,585) | (1) | (1,586) |
| Represented by: |  |  |  |  |  |  |
| Amounts recognised in profit or loss | (987) | 3 | (984) | (1,183) | (1) | (1,184) |
| Amounts recognised in OCI | (146) | — | (146) | (402) | — | (402) |
| Total net investment return | (17) | 5 | (12) | 65 | 16 | 81 |
| Represented by: |  |  |  |  |  |  |
| Amounts recognised in profit or loss | (18) | 5 | (13) | 63 | 16 | 79 |
| Amounts recognised in OCI | 1 | — | 1 | 2 | — | 2 |

1Total group ‘Net income/(expense) from assets and liabilities of insurance business, including related derivatives, measured at fair value through profit or loss’

gain of £857m (2023: £1,168m gain) includes returns on assets and liabilities supporting insurance policies of £807m (2023: £1,082m gain) and on shareholder

assets of £50m (2023: £86m gain). Investment returns of £971m (2023: £1,263m gain) include gains of £807m (2023: £1,082m loss) on underlying assets

supporting insurance liabilities reported in ‘Net income/(expense) from assets and liabilities of insurance businesses, including related derivatives, measured at

fair value through profit or loss’, £166m gains (2023: £187m gain) reported in ‘Net interest income’ and £2m loss (2023: £6m loss) reported in ‘Other operating

income’.

2‘Amounts recognised in OCI’ comprises of fair value gains of £147m (2023: £407m gain) and expected credit (recoveries)/losses of nil (2023: £3m loss). The

group statement of comprehensive income statement ‘Debt instruments at fair value through other comprehensive income - fair value gains/(losses)’ gain of

£144m (2023: £439m gain) includes insurance investment income recognised in OCI gain of £147m (2023: £407m) and ‘Debt instruments at fair value through

other comprehensive income - expected credit losses/(recoveries) recognised in the income statement’ loss of £1m (2023: £2m recovery) includes insurance

expected credit losses/(recoveries) recognised in OCI of nil (2023: £3m loss).

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Reconciliation of amounts included in other comprehensive income for financial assets measured at fair value through other comprehensive  income – Contracts measured under the modified retrospective approach | | |
|  | 2024 | 2023 |
|  | £m | £m |
| Balance at 1 Jan | (526) | (808) |
| Net change in fair value | (120) | 363 |
| Net amount reclassified to profit or loss | 2 | (5) |
| Related income tax | 30 | (93) |
| Foreign exchange and other | 27 | 17 |
| Balance at 31 Dec | (587) | (526) |

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|  |  |
| 140 | HSBC Bank plc Annual Report and Accounts 2024 |

Notes on the financial statements

|  |
| --- |
|  |
|  |

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| Movements in carrying amounts of insurance contracts – analysis by remaining coverage and incurred claims | | | | | | | | | |
|  | Year ended 31 Dec 2024 | | | | | | | | |
|  | Life direct participating and investment DPF  contracts | | | | Life other contracts | | | |  |
|  | Liabilities for remaining  coverage: | |  |  | Liabilities for remaining  coverage: | |  |  |  |
|  | Excluding  loss  component | Loss  component | Incurred  claims | Total | Excluding  loss  component | Loss  component | Incurred  claims | Total | Total |
|  | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| Opening assets | — | — | — | — | (54) | 4 | 9 | (41) | (41) |
| Opening liabilities | 20,274 | 13 | 2 | 20,289 | 152 | 12 | 142 | 306 | 20,595 |
| Net opening balance at 1 Jan 2024 | 20,274 | 13 | 2 | 20,289 | 98 | 16 | 151 | 265 | 20,554 |
| Changes in the consolidated income  statement and statement of  comprehensive income |  |  |  |  |  |  |  |  |  |
| Insurance revenue |  |  |  |  |  |  |  |  |  |
| Contracts under the fair value approach | (30) | — | — | (30) | (71) | — | — | (71) | (101) |
| Contracts under the modified  retrospective approach1 | (110) | — | — | (110) | (14) | — | — | (14) | (124) |
| Other contracts2 | (78) | — | — | (78) | (95) | — | — | (95) | (173) |
| Total insurance revenue | (218) | — | — | (218) | (180) | — | — | (180) | (398) |
| Insurance service expenses |  |  |  |  |  |  |  |  |  |
| Incurred claims and other insurance  service expenses | — | — | 91 | 91 | — | (1) | 132 | 131 | 222 |
| Amortisation of insurance acquisition  cash flows | 3 | — | — | 3 | 9 | — | — | 9 | 12 |
| Losses and reversal of losses on  onerous contracts | — | (4) | — | (4) | — | 5 | — | 5 | 1 |
| Adjustments to liabilities for incurred  claims | — | — | — | — | — | — | (8) | (8) | (8) |
| Total insurance service expenses/  (income) | 3 | (4) | 91 | 90 | 9 | 4 | 124 | 137 | 227 |
| Investment components | (1,817) | — | 1,817 | — | (4) | — | 4 | — | — |
| Insurance service result | (2,032) | (4) | 1,908 | (128) | (175) | 4 | 128 | (43) | (171) |
| Net finance expense/(income) from  insurance contracts3 | 1,133 | — | — | 1,133 | (3) | — | — | (3) | 1,130 |
| Effect of movements in exchange rates | (766) | — | — | (766) | (3) | — | (3) | (6) | (772) |
| Total changes in the consolidated  income statement and statement of  comprehensive income | (1,665) | (4) | 1,908 | 239 | (181) | 4 | 125 | (52) | 187 |
| Cash flows |  |  |  |  |  |  |  |  |  |
| Premiums received | 2,053 | — | — | 2,053 | 196 | — | — | 196 | 2,249 |
| Claims and other insurance service  expenses paid | (22) | — | (1,907) | (1,929) | — | — | (131) | (131) | (2,060) |
| Insurance acquisition cash flows | (19) | — | — | (19) | (25) | — | — | (25) | (44) |
| Total cash flows | 2,012 | — | (1,907) | 105 | 171 | — | (131) | 40 | 145 |
| Other movements4 | (17,463) | (5) | — | (17,468) | (6) | (1) | (25) | (32) | (17,500) |
| Net closing balance at 31 Dec 2024 | 3,158 | 4 | 3 | 3,165 | 82 | 19 | 120 | 221 | 3,386 |
| Closing assets | — | — | — | — | (57) | 9 | 10 | (38) | (38) |
| Closing liabilities | 3,158 | 4 | 3 | 3,165 | 139 | 10 | 110 | 259 | 3,424 |
| Net closing balance at 31 Dec 2024 | 3,158 | 4 | 3 | 3,165 | 82 | 19 | 120 | 221 | 3,386 |

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts 2024 | 141 |

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| Movements in carrying amounts of insurance contracts – analysis by remaining coverage and incurred claims (continued) | | | | | | | | | |
|  | Year ended 31 Dec 2023 | | | | | | | | |
|  | Life direct participating and investment DPF  contracts | | | | Life other contracts | | | |  |
|  | Liabilities for: | | |  | Liabilities for: | | |  |  |
|  | Excluding  loss  component | Loss  component | Incurred  claims | Total | Excluding  loss  component | Loss  component | Incurred  claims | Total | Total |
|  | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| Opening assets | — | — | — | — | (49) | — | 6 | (43) | (43) |
| Opening liabilities | 19,712 | 5 | 2 | 19,719 | 146 | 10 | 129 | 285 | 20,004 |
| Net opening balance at 1 Jan 2023 | 19,712 | 5 | 2 | 19,719 | 97 | 10 | 135 | 242 | 19,961 |
| Changes in the consolidated income  statement and statement of comprehensive  income |  |  |  |  |  |  |  |  |  |
| Insurance revenue |  |  |  |  |  |  |  |  |  |
| Contracts under the fair value approach | (11) | — | — | (11) | (78) | — | — | (78) | (89) |
| Contracts under the modified retrospective  approach1 | (119) | — | — | (119) | (17) | — | — | (17) | (136) |
| Other contracts2 | (55) | — | — | (55) | (99) | — | — | (99) | (154) |
| Total insurance revenue | (185) | — | — | (185) | (194) | — | — | (194) | (379) |
| Insurance service expenses |  |  |  |  |  |  |  |  |  |
| Incurred claims and other insurance service  expenses | — | (1) | 89 | 88 | — | (1) | 121 | 120 | 208 |
| Amortisation of insurance acquisition cash  flows | 2 | — | — | 2 | 6 | — | — | 6 | 8 |
| Losses and reversal of losses on onerous  contracts | — | 8 | — | 8 | — | 7 | — | 7 | 15 |
| Adjustments to liabilities for incurred claims | — | — | — | — | — | — | 24 | 24 | 24 |
| Total insurance service expenses | 2 | 7 | 89 | 98 | 6 | 6 | 145 | 157 | 255 |
| Investment components | (1,879) | — | 1,879 | — | (3) | — | 3 | — | — |
| Insurance service result | (2,062) | 7 | 1,968 | (87) | (191) | 6 | 148 | (37) | (124) |
| Net finance expense from insurance  contracts3 | 1,585 | — | — | 1,585 | — | — | 1 | 1 | 1,586 |
| Effect of movements in exchange rates | (371) | — | — | (371) | (1) | — | — | (1) | (372) |
| Total changes in the consolidated income  statement and statement of comprehensive  income | (848) | 7 | 1,968 | 1,127 | (192) | 6 | 149 | (37) | 1,090 |
| Cash flows |  |  |  |  |  |  |  |  |  |
| Premiums received | 1,471 | — | — | 1,471 | 218 | — | — | 218 | 1,689 |
| Claims and other insurance service  expenses paid | (51) | — | (1,968) | (2,019) | — | — | (116) | (116) | (2,135) |
| Insurance acquisition cash flows | (15) | — |  | (15) | (28) | — |  | (28) | (43) |
| Total cash flows | 1,405 | — | (1,968) | (563) | 190 | — | (116) | 74 | (489) |
| Other movements | 5 | 1 | — | 6 | 3 | — | (17) | (14) | (8) |
| Net closing balance at 31 Dec 2023 | 20,274 | 13 | 2 | 20,289 | 98 | 16 | 151 | 265 | 20,554 |
| Closing assets | — | — | — | — | (54) | 4 | 9 | (41) | (41) |
| Closing liabilities | 20,274 | 13 | 2 | 20,289 | 152 | 12 | 142 | 306 | 20,595 |
| Net closing balance at 31 Dec 2023 | 20,274 | 13 | 2 | 20,289 | 98 | 16 | 151 | 265 | 20,554 |

1On transition to IFRS 17 the Bank applied the full retrospective approach to new business written from 2019 at the earliest. Where applying the full retrospective

approach was impracticable, the Bank primarily applied the modified retrospective approach.

2'Other contracts' are those contracts measured by applying IFRS 17 from inception of the contracts. This includes contracts measured under the full

retrospective approach at transition and contracts incepted after transition.

3‘Net finance expense/(income) from insurance contracts’ of £1,130m (2023: £1,586m expense) comprises expense of £984m (2023: £1,184m expense)

recognised in the income statement and expense of £146m (2023: £402m expense) recognised in other comprehensive income.

4'Other movements' £17,500m reduction in insurance contracts includes £17,387m in respect of the classification of the French insurance business as held for

sale at 31 December 2024. Further details are provided on page 193.

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| 142 | HSBC Bank plc Annual Report and Accounts 2024 |

Notes on the financial statements

|  |
| --- |
|  |
|  |

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Movements in carrying amounts of insurance contracts – analysis by measurement component | | | | | | | | | | |  |
|  | Year ended 31 Dec 2024 | | | | | | | | | | |
|  | Life direct participating and investment discretionary  participating contracts | | | | | Life other contracts | | | | | Total |
|  |  | Contractual service margin | | |  |  | Contractual service margin | | |  |
|  | Estimates  of present  value of  future cash  flows and  risk  adjustment | Contracts  under the  fair value  approach | Contracts  under the  modified  retros-  pective  approach  1 | Other  contracts  2 | Total | Estimates  of present  value of  future cash  flows and  risk  adjustment | Contracts  under the  fair value  approach | Contracts  under the  modified  retros-  pective  approach  1 | Other  contracts  2 | Total |
|  | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| Opening assets | — | — | — | — | — | (63) | 4 | — | 18 | (41) | (41) |
| Opening liabilities | 19,517 | 10 | 561 | 201 | 20,289 | 153 | 106 | 15 | 32 | 306 | 20,595 |
| Net opening balance at  1 Jan 2024 | 19,517 | 10 | 561 | 201 | 20,289 | 90 | 110 | 15 | 50 | 265 | 20,554 |
| Changes in the  consolidated income  statement and statement  of comprehensive income |  |  |  |  |  |  |  |  |  |  |  |
| Changes that relate to  current services |  |  |  |  |  |  |  |  |  |  |  |
| Contractual service margin  recognised for services  provided | — | (7) | (47) | (16) | (70) | — | (17) | (4) | (17) | (38) | (108) |
| Change in risk adjustment  for non-financial risk expired | (9) | — | — | — | (9) | (6) | — | — | — | (6) | (15) |
| Experience adjustments | (45) | — | — | — | (45) | 4 | — | — | — | 4 | (41) |
| Changes that relate to  future services |  |  |  |  |  |  |  |  |  |  |  |
| Contracts initially  recognised in the year | (44) | — | — | 45 | 1 | (23) | — | — | 24 | 1 | 2 |
| Changes in estimates that  adjust contractual service  margin | 12 | 10 | (3) | (19) | — | 4 | 1 | 6 | (11) | — | — |
| Changes in estimates that  result in losses and reversal  of losses on onerous  contracts | (5) | — | — | — | (5) | 4 | — | — | — | 4 | (1) |
| Changes that relate to  past services |  |  |  |  |  |  |  |  |  |  |  |
| Adjustments to liabilities for  incurred claims | — | — | — | — | — | (8) | — | — | — | (8) | (8) |
| Insurance service result | (91) | 3 | (50) | 10 | (128) | (25) | (16) | 2 | (4) | (43) | (171) |
| Net finance expense/  (income) from insurance  contracts3 | 1,133 | — | — | — | 1,133 | (6) | 2 | — | 1 | (3) | 1,130 |
| Effect of movements in  exchange rates | (736) | — | (23) | (7) | (766) | 1 | (5) | (1) | (1) | (6) | (772) |
| Total changes in the  consolidated income  statement and statement  of comprehensive income | 306 | 3 | (73) | 3 | 239 | (30) | (19) | 1 | (4) | (52) | 187 |
| Cash flows |  |  |  |  |  |  |  |  |  |  |  |
| Premiums received | 2,053 | — | — | — | 2,053 | 196 | — | — | — | 196 | 2,249 |
| Claims, other insurance  service expenses paid and  other cash flows | (1,929) | — | — | — | (1,929) | (131) | — | — | — | (131) | (2,060) |
| Insurance acquisition cash  flows | (19) | — | — | — | (19) | (25) | — | — | — | (25) | (44) |
| Total cash flows | 105 | — | — | — | 105 | 40 | — | — | — | 40 | 145 |
| Other movements4 | (16,815) | (4) | (488) | (161) | (17,468) | (4) | — | (16) | (12) | (32) | (17,500) |
| Net closing balance at  31 Dec 2024 | 3,113 | 9 | — | 43 | 3,165 | 96 | 91 | — | 34 | 221 | 3,386 |
| Closing assets | — | — | — | — | — | (60) | 4 | — | 18 | (38) | (38) |
| Closing liabilities | 3,113 | 9 | — | 43 | 3,165 | 156 | 87 | — | 16 | 259 | 3,424 |
| Net closing balance at  31 Dec 2024 | 3,113 | 9 | — | 43 | 3,165 | 96 | 91 | — | 34 | 221 | 3,386 |

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts 2024 | 143 |

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Movements in carrying amounts of insurance contracts – analysis by measurement component (continued) | | | | | | | | | | | |
|  | Year ended 31 Dec 2023 | | | | | | | | | | |
|  | Life direct participating and investment discretionary  participating contracts | | | | | Life other contracts | | | | | Total |
|  |  | Contractual service margin | | |  |  | Contractual service margin | | |  |
|  | Estimates  of present  value of  future cash  flows and  risk  adjustment | Contracts  under the  fair value  approach | Contracts  under the  modified  retros-  pective  approach  1 | Other  contracts  2 | Total | Estimates  of present  value of  future cash  flows and  risk  adjustment | Contracts  under the  fair value  approach | Contracts  under the  modified  retros-  pective  approach1 | Other  contracts 2 | Total |
|  | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| Opening assets | — | — | — | — | — | (76) | 6 | — | 27 | (43) | (43) |
| Opening liabilities | 18,771 | 29 | 657 | 262 | 19,719 | 134 | 114 | 15 | 22 | 285 | 20,004 |
| Net opening balance at  1 Jan 2023 | 18,771 | 29 | 657 | 262 | 19,719 | 58 | 120 | 15 | 49 | 242 | 19,961 |
| Changes in the consolidated  income statement and  statement of  comprehensive income |  |  |  |  |  |  |  |  |  |  |  |
| Changes that relate to  current services |  |  |  |  |  |  |  |  |  |  |  |
| Contractual service margin  recognised for services  provided | — | (3) | (57) | (17) | (77) | — | (19) | (5) | (19) | (43) | (120) |
| Change in risk adjustment  for non-financial risk expired | (6) | — | — | — | (6) | (6) | — | — | — | (6) | (12) |
| Experience adjustments | (12) | — | — | — | (12) | (19) | — | — | — | (19) | (31) |
| Changes that relate to  future services |  |  |  |  |  |  |  |  |  |  |  |
| Contracts initially  recognised in the year | (48) | — | — | 48 | — | (24) | — | — | 25 | 1 | 1 |
| Changes in estimates that  adjust contractual service  margin | 133 | (16) | (26) | (91) | — | (1) | 9 | 5 | (13) | — | — |
| Changes in estimates that  result in losses and reversal  of losses on onerous  contracts | 8 | — | — | — | 8 | 6 | — | — | — | 6 | 14 |
| Changes that relate to past  services |  |  |  |  |  |  |  |  |  |  |  |
| Adjustments to liabilities for  incurred claims | — | — | — | — | — | 24 | — | — | — | 24 | 24 |
| Insurance service result | 75 | (19) | (83) | (60) | (87) | (20) | (10) | — | (7) | (37) | (124) |
| Net finance expense from  insurance contracts3 | 1,585 | — | — | — | 1,585 | (1) | 1 | — | 1 | 1 | 1,586 |
| Effect of movements in  exchange rates | (352) | — | (14) | (5) | (371) | — | (1) | — | — | (1) | (372) |
| Total changes in the  consolidated income  statement and statement of  comprehensive income | 1,308 | (19) | (97) | (65) | 1,127 | (21) | (10) | — | (6) | (37) | 1,090 |
| Cash flows |  |  |  |  |  |  |  |  |  |  |  |
| Premiums received | 1,471 | — | — | — | 1,471 | 218 | — | — | — | 218 | 1,689 |
| Claims, other insurance  service expenses paid and  other cash flows | (2,019) | — | — | — | (2,019) | (116) | — | — | — | (116) | (2,135) |
| Insurance acquisition cash  flows | (15) | — | — | — | (15) | (28) | — | — | — | (28) | (43) |
| Total cash flows | (563) | — | — | — | (563) | 74 | — | — | — | 74 | (489) |
| Other movements | 1 | — | 1 | 4 | 6 | (21) | — | — | 7 | (14) | (8) |
| Net closing balance at  31 Dec 2023 | 19,517 | 10 | 561 | 201 | 20,289 | 90 | 110 | 15 | 50 | 265 | 20,554 |
| Closing assets | — | — | — | — | — | (63) | 4 | — | 18 | (41) | (41) |
| Closing liabilities | 19,517 | 10 | 561 | 201 | 20,289 | 153 | 106 | 15 | 32 | 306 | 20,595 |
| Net closing balance at  31 Dec 2023 | 19,517 | 10 | 561 | 201 | 20,289 | 90 | 110 | 15 | 50 | 265 | 20,554 |

1On transition to IFRS 17 the Bank applied the full retrospective approach to new business written from 2019 at the earliest. Where applying the full retrospective

approach was impracticable, the Bank primarily applied the modified retrospective approach.

2'Other contracts' are those contracts measured by applying IFRS 17 from inception of the contracts. These include contracts measured under the full

retrospective approach at transition and contracts incepted after transition.

3‘Net finance (income)/expense from insurance contracts’ expense of £1,130m (2023: £1,586m expense) comprises expense of £984m (2023: £1,184m expense)

recognised in the income statement and expense of £146m (2023: £402m expense) recognised in other comprehensive income.

4'Other movements' £17,500m reduction in insurance contracts includes £17,387m in respect of the classification of the French insurance business as held for

sale at 31 December 2024. Further details are provided on page 193.

|  |  |
| --- | --- |
|  |  |
| 144 | HSBC Bank plc Annual Report and Accounts 2024 |

Notes on the financial statements

|  |
| --- |
|  |
|  |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| Effect of contracts initially recognised in the year | | | | | | |
|  | Year ended 31 Dec 2024 | | | Year ended 31 Dec 2023 | | |
|  | Profitable  contracts  issued | Onerous  contracts  issued | Total | Profitable  contracts  issued | Onerous  contracts  issued | Total |
|  | £m | £m | £m | £m | £m | £m |
| Life direct participating and investment DPF contracts |  |  |  |  |  |  |
| Estimates of present value of cash outflows | 1,543 | 27 | 1,570 | 1,169 | 15 | 1,184 |
| –  insurance acquisition cash flows | 13 | — | 13 | 10 | — | 10 |
| –  claims and other insurance service expenses payable | 1,530 | 27 | 1,557 | 1,159 | 15 | 1,174 |
| Estimates of present value of cash inflows | (1,594) | (26) | (1,620) | (1,222) | (15) | (1,237) |
| Risk adjustment for non-financial risk | 6 | — | 6 | 5 | — | 5 |
| Contractual service margin | 45 | — | 45 | 48 | — | 48 |
| (Losses) recognised on initial recognition | — | (1) | (1) | — | — | — |
| Life other contracts |  |  |  |  |  |  |
| Estimates of present value of cash outflows | 122 | 4 | 126 | 129 | 9 | 138 |
| –  insurance acquisition cash flows | 24 | — | 24 | 1 | — | 1 |
| –  claims and other insurance service expenses payable | 98 | 4 | 102 | 128 | 9 | 137 |
| Estimates of present value of cash inflows | (152) | (3) | (155) | (161) | (8) | (169) |
| Risk adjustment for non-financial risk | 6 | — | 6 | 7 | — | 7 |
| Contractual service margin | 24 | — | 24 | 25 | — | 25 |
| (Losses) recognised on initial recognition | — | (1) | (1) | — | (1) | (1) |

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| Present value of expected future cash flows of insurance contract liabilities and contractual service margin | | | | | | | | | |
|  | Less than  1 year | 1-2  years | 2-3  years | 3-4  years | 4-5  years | 5-10  years | 10-20  years | Over 20  years | Total |
|  | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| 2024 |  |  |  |  |  |  |  |  |  |
| Insurance liability future cash flows1 |  |  |  |  |  |  |  |  |  |
| Life direct participating and investment DPF contracts | 71 | 65 | 91 | 86 | 91 | 409 | 664 | 1,626 | 3,103 |
| Life other contracts | 64 | — | (4) | (6) | (6) | (21) | 19 | 87 | 133 |
| Insurance liability future cash flows at 31 Dec | 135 | 65 | 87 | 80 | 85 | 388 | 683 | 1,713 | 3,236 |
| Remaining contractual service margin1 |  |  |  |  |  |  |  |  |  |
| Life direct participating and investment DPF contracts | 9 | 4 | 4 | 3 | 3 | 12 | 11 | 6 | 52 |
| Life other contracts | 18 | 15 | 13 | 12 | 10 | 31 | 22 | 4 | 125 |
| Remaining contractual service margin at 31 Dec | 27 | 19 | 17 | 15 | 13 | 43 | 33 | 10 | 177 |
| 2023 |  |  |  |  |  |  |  |  |  |
| Insurance liability future cash flows |  |  |  |  |  |  |  |  |  |
| Life direct participating and investment DPF contracts | 614 | 660 | 648 | 612 | 555 | 1,809 | (15) | 14,536 | 19,419 |
| Life other contracts | 33 | — | (4) | (5) | (4) | 13 | 28 | 59 | 120 |
| Insurance liability future cash flows at 31 Dec | 647 | 660 | 644 | 607 | 551 | 1,822 | 13 | 14,595 | 19,539 |
| Remaining contractual service margin |  |  |  |  |  |  |  |  |  |
| Life direct participating and investment DPF contracts | 66 | 62 | 59 | 55 | 51 | 204 | 208 | 67 | 772 |
| Life other contracts | 28 | 24 | 19 | 16 | 14 | 42 | 29 | 3 | 175 |
| Remaining contractual service margin at 31 Dec | 94 | 86 | 78 | 71 | 65 | 246 | 237 | 70 | 947 |

1‘Insurance liability future cash flows’ and ‘Remaining contractual service margin’ at 31 Dec 2024 exclude the French insurance business that was classified as

held for sale at 31 December 2024. Further details are provided on page 193.

Discount rates

The discount rates applied to expected future cash flows are determined through a bottom-up approach as set out in Note 1.2(j) ‘Summary of

material accounting policies – Insurance contracts’ on page [134](#i5178fc6ea6834fad9681a7b5c60a3886_307882). The blended average of discount rates used within our most material

manufacturing entities are as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | HSBC Life  (UK) Ltd | HSBC  Assurances  Vie (France) |
|  | £ | € |
| At 31 Dec 2024 |  |  |
| 10 year discount rate (%) | 4.07 | 2.97 |
| 20 year discount rate (%) | 4.30 | 2.95 |
| At 31 Dec 2023 |  |  |
| 10 year discount rate (%) | 3.28 | 2.96 |
| 20 year discount rate (%) | 3.43 | 2.97 |

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts 2024 | 145 |

5Employee compensation and benefits

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2024 | 2023 | 2022 |
|  | £m | £m | £m |
| Wages and salaries | 1,345 | 1,344 | 1,365 |
| Social security costs | 240 | 294 | 278 |
| Other pension costs1 | 87 | 68 | 55 |
| Year ended 31 Dec | 1,672 | 1,706 | 1,698 |

1Includes £52m (2023: £52m; 2022: £42m) in employer contributions to the defined contribution pension plans.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Average number of persons employed by the group during the year by global business1,2 | | | |
|  | 2024 | 2023 | 2022 |
| MSS | 3,555 | 3,954 | 3,722 |
| GB | 1,988 | 2,125 | 2,155 |
| GBM Other | 97 | 27 | 81 |
| CMB | 2,496 | 2,536 | 2,748 |
| WPB | 3,291 | 6,119 | 6,484 |
| Corporate Centre | 29 | 48 | 215 |
| Year ended 31 Dec | 11,456 | 14,809 | 15,405 |

1Average numbers of headcount in corporate centre are allocated in respective businesses on the basis of amounts charged to the respective global businesses.

2Average number of persons employed represents the number of persons with contracts of service with the group.

Share-based payments

'Wages and salaries’ includes the effect of share-based payments arrangements, of which £61m were equity settled (2023: £58m; 2022: £45m),

as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2024 | 2023 | 2022 |
|  | £m | £m | £m |
| Restricted share awards | 61 | 58 | 45 |
| Savings-related and other share award option plans | 1 | 1 | 1 |
| Year ended 31 Dec | 62 | 59 | 46 |

|  |  |
| --- | --- |
|  |  |
| HSBC share awards | |
| Award | Policy |
| Deferred share awards  (including annual incentive  awards, long-term incentive  ('LTI') awards delivered in  shares) | – An assessment of performance over the relevant period ending on 31 December is used to determine the amount of the  award to be granted.  – Deferred awards generally require employees to remain in employment over the vesting period and are generally not subject  to performance conditions after the grant date. An exception to these are the LTI awards, which are subject to performance  conditions.  – Deferred share awards generally vest over a period of three, four, five or seven years.  – Vested shares may be subject to a retention requirement post-vesting.  – Awards are subject to malus and clawback provisions. |
| International Employee Share  Purchase Plan (‘ShareMatch’) | – The plan was first introduced in Hong Kong in 2013 and now includes employees based in 30 jurisdictions.  – Shares are purchased in the market each quarter up to a maximum value of  £750, or the equivalent in local currency.  – Matching awards are added at a ratio of one free share for every three purchased.  – Matching awards vest subject to continued employment and the retention of the purchased shares for a maximum period of  two years and nine months. |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Movement on HSBC share awards | | |
|  | 2024 | 2023 |
|  | Number | Number |
|  | (000s) | (000s) |
| Restricted share awards outstanding at 1 Jan | 19,205 | 20,454 |
| Additions during the year1 | 11,114 | 10,998 |
| Released in the year1 | (11,646) | (11,864) |
| Forfeited in the year | (259) | (383) |
| Restricted share awards outstanding at 31 Dec | 18,414 | 19,205 |
| Weighted average fair value of awards granted (£) | 4.92 | 4.74 |

1Includes a number of share option plans transferred from or to other subsidiaries of HSBC Holdings plc.

|  |  |
| --- | --- |
|  |  |
| HSBC share option plans | |
| Main plans | Policy |
| Savings-related share option  plans (‘Sharesave’) | – From 2014, eligible employees for the UK plan can save up to £500 per month with the option to use the savings to acquire  shares.  – These are generally exercisable within six months following either the third or fifth anniversary of the commencement of a  three years or five years contract, respectively.  – The exercise price is set at a 20% (2023: 20%) discount to the market value immediately preceding the date of invitation. |

|  |  |
| --- | --- |
|  |  |
| 146 | HSBC Bank plc Annual Report and Accounts 2024 |

Notes on the financial statements

|  |
| --- |
|  |
|  |

Calculation of fair values

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

date of the grant.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Movement on HSBC share option plans | | |
|  | Savings-related  share option plans | |
|  | Number | WAEP1 |
|  | (000s) | £ |
| Outstanding at 1 Jan 2024 | 4,339 | 3.51 |
| Granted during the year2 | 525 | 5.82 |
| Exercised during the year | (987) | 2.92 |
| Expired during the year | (19) | 3.78 |
| Forfeited during the year | (218) | 4.08 |
| Outstanding at 31 Dec 2024 | 3,640 | 3.97 |
| Weighted average remaining contractual life (years) | 2.13 |  |
|  | | |
| Outstanding at 1 Jan 2023 | 5,782 | 2.91 |
| Granted during the year2 | 1,348 | 4.57 |
| Exercised during the year | (2,428) | 2.72 |
| Expired during the year | (38) | 4.73 |
| Forfeited during the year | (325) | 2.94 |
| Outstanding at 31 Dec 2023 | 4,339 | 3.51 |
| Weighted average remaining contractual life (years) | 2.37 |  |

1Weighted average exercise price.

2Includes a number of share option plans transferred from or to other subsidiaries of HSBC Holdings plc.

Post-employment benefit plans

We operate a number of pension plans throughout Europe for our employees. Some are defined benefit plans, of which HSBC Switzerland

Pension Plan is the most prominent within the group.

The group’s balance sheet includes the net surplus or deficit, being the difference between the fair value of plan assets and the discounted

value of scheme liabilities at the balance sheet date for each plan. Surpluses are only recognised to the extent that they are recoverable through

reduced contributions in the future, or through potential future refunds from the schemes. In assessing whether a surplus is recoverable, the

group has considered its current right to obtain a future refund or a reduction in future contributions together with the rights of third parties such

as trustees.

HSBC Switzerland Pension Plan (HSBC Private Bank (Suisse) Pension Plan)

HSBC Switzerland Pension Plan is a defined benefit obligation plan under IFRS. Benefits are paid in case of death, disability or retirement.

Retirement benefits are paid depending on the choice of the employee between pension payment, lump sum or combination thereof. The plan

is overseen by an independent joint pension board, made of elected employees’ and designated employer’s representatives, which has a

fiduciary responsibility of the operation of the plan. Its assets are held separately from the assets of the group.

The strategic aim of the investment is to achieve, as continuously as possible, an increase in value over time, while maintaining the security of

the financial situation. For this purpose, the fund invests mainly in bonds and equities (Swiss and foreign), as well as in alternative investments

and real estate funds. Overall, emphasis is placed on having a high degree of diversification.

The fund's assets come from regulatory employee and employer contributions, as well as investment returns.

The plan is reviewed at least annually or in accordance with local practice and regulations by qualified actuaries. The actuarial assumptions used

to calculate the defined benefit obligations and related net periodic pension cost vary according to the economic conditions of the countries in

which they are situated. The latest measurement of the obligation of the plan at 31 December 2024 was carried out by Aon Switzerland Ltd.

using the projected unit credit method. The next measurement will have an effective date of 31 December 2025.

HSBC Germany Pension Plan (HSBC Trinkaus & Burkhardt Pension Plan)

HSBC Germany Pension Plan is a final salary scheme and is calculated based on the employee length of service multiplied by a predefined

benefit accrual and earnings. The pension is paid when the benefit falls due and is a specified pension payment, lump sum or combination

thereof. The plan is overseen by an independent corporate trustee, who has a fiduciary responsibility for the operation of the plan. Its assets are

held separately from the assets of the group.

The strategic aim of the investment is to achieve, as continuously as possible, an increase in value over time. For this purpose, the fund invests

mainly in government bonds, corporate bonds, investment funds and equities. It invests predominantly in developed regions. Overall, emphasis

is placed on having a high degree of diversification.

Plan assets were created to fund the pension obligations and separated through what is known as a contractual trust agreement ('CTA'). HSBC

Trinkaus Vermögenstreuhänder e.V. and HSBC Trinkaus Mitarbeitertreuhänder e.V. assume the role of trustee. Active members of the trustee

are Bank employees.

The Bank regularly aims to comprehensively finance the committed benefits externally. There is no obligation to allocate contributions to the

CTA. The Bank is entitled to assets that are not needed to fund the committed benefits. No further additions to the plan assets are envisaged at

the present time.

In accordance with the Memorandum and Articles of Association, the revenues may only be used, for example, for pension payments or for

reinvestment. Similarly, withdrawals may only be made in accordance with the Memorandum and Articles of Association.

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts 2024 | 147 |

The latest measurement of the defined benefit obligation of the plan at 31 December 2024 was carried out by Hans-Peter Kieselmann (Fellow of

the German Association of Actuaries ('DAV')) and Helga Bader, at Willis Towers Watson GmbH, using the projected unit credit method. The next

measurement will have an effective date of 31 December 2025.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Net assets/(liabilities) recognised on the balance sheet in respect of defined benefit plans | | | |
|  | Fair value of  plan assets | Present value of  defined benefit  obligations | Total |
|  | £m | £m | £m |
| Defined benefit pension plans | 910 | (967) | (57) |
| Defined benefit healthcare plans | — | (41) | (41) |
| At 31 Dec 2024 | 910 | (1,008) | (98) |
| Total employee benefit liabilities (within ‘Accruals, deferred income and other liabilities’) |  |  | (172) |
| Total employee benefit assets (within ‘Prepayments, accrued income and other assets’) |  |  | 74 |
|  | | | |
| Defined benefit pension plans | 459 | (479) | (20) |
| Defined benefit healthcare plans | — | (46) | (46) |
| At 31 Dec 2023 | 459 | (525) | (66) |
| Total employee benefit liabilities (within ‘Accruals, deferred income and other liabilities’) |  |  | (117) |
| Total employee benefit assets (within ‘Prepayments, accrued income and other assets’) |  |  | 51 |

Defined benefit pension plans

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| Net asset/(liability) under defined benefit pension plans | | | | | | | | | |
|  | Fair value of plan assets | | | Present value of defined benefit  obligations | | | Net defined benefit asset/  (liability) | | |
|  | Principal  plan |  |  | Principal  plan |  |  | Principal  plan |  |  |
|  | HSBC  Switzerland  Pension  Plan1 | HSBC  Germany  Pension  Plan2 | Other  plans | HSBC  Switzerland  Pension  Plan1 | HSBC  Germany  Pension  Plan2 | Other  plans | HSBC  Switzerland  Pension  Plan1 | HSBC  Germany  Pension  Plan2 | Other  plans |
|  | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| At 1 Jan 2024 | — | 337 | 122 | — | (304) | (175) | — | 33 | (53) |
| Service cost | — | — | (1) | (14) | (5) | (7) | (14) | (5) | (8) |
| –  current service cost | — | — | — | (14) | (5) | (7) | (14) | (5) | (7) |
| –  past service losses | — | — | (1) | — | — | — | — | — | (1) |
| Net interest income/(cost) on the net defined  benefit asset/(liability) | 5 | 7 | 5 | (6) | (9) | (6) | (1) | (2) | (1) |
| Remeasurement effects recognised in other  comprehensive income | 36 | (1) | (15) | (43) | 7 | 8 | (7) | 6 | (7) |
| –  return on plan assets (excluding interest  income) | 36 | (1) | (15) | — | — | — | 36 | (1) | (15) |
| –  actuarial (losses)/gains financial  assumptions | — | — | — | (27) | 7 | 11 | (27) | 7 | 11 |
| –  actuarial losses demographic assumptions | — | — | — | — | — | (2) | — | — | (2) |
| –  actuarial losses experience assumptions | — | — | — | (16) | — | (1) | (16) | — | (1) |
| –  other changes | — | — | — | — | — | — | — | — | — |
| Exchange differences | (11) | (16) | (1) | 12 | 14 | 3 | 1 | (2) | 2 |
| Benefits paid | (41) | — | (6) | 41 | 12 | 12 | — | 12 | 6 |
| Other movements3,4,5 | 486 | — | 4 | (520) | 5 | 8 | (34) | 5 | 12 |
| At 31 Dec 2024 | 475 | 327 | 108 | (530) | (280) | (157) | (55) | 47 | (49) |

|  |  |
| --- | --- |
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| 148 | HSBC Bank plc Annual Report and Accounts 2024 |

Notes on the financial statements

|  |
| --- |
|  |
|  |

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| Net asset/(liability) under defined benefit pension plans (continued) | | | | | | | | | |
|  | Fair value of plan assets | | | Present value of defined benefit  obligations | | | Net defined benefit asset/(liability) | | |
|  | Principal  plan |  |  | Principal  plan |  |  | Principal  plan |  |  |
|  | HSBC  Switzerland  Pension  Plan1 | HSBC  Germany  Pension  Plan2 | Other  plans | HSBC  Switzerland  Pension  Plan1 | HSBC  Germany  Pension  Plan2 | Other  plans | HSBC  Switzerland  Pension  Plan1 | HSBC  Germany  Pension  Plan2 | Other  plans |
|  | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| At 1 Jan 2023 | — | 405 | 129 | — | (357) | (174) | — | 48 | (45) |
| Service cost | — | — | — | — | (7) | (5) | — | (7) | (5) |
| –  current service cost | — | — | — | — | (8) | (6) | — | (8) | (6) |
| –  past service gains | — | — | — | — | 1 | 1 | — | 1 | 1 |
| Net interest income/(cost) on the net  defined benefit asset/(liability) | — | 11 | 6 | — | (9) | (9) | — | 2 | (3) |
| Remeasurement effects recognised in  other comprehensive income | — | 6 | (6) | — | (29) | 1 | — | (23) | (5) |
| –  return on plan assets (excluding interest  income) | — | 6 | (6) | — | — | — | — | 6 | (6) |
| –  actuarial gains financial assumptions | — | — | — | — | (29) | (8) | — | (29) | (8) |
| –  actuarial losses demographic  assumptions | — | — | — | — | — | 2 | — | — | 2 |
| –  actuarial losses experience assumptions | — | — | — | — | — | 7 | — | — | 7 |
| –  other changes | — | — | — | — | — | — | — | — | — |
| Exchange differences | — | (8) | — | — | 7 | 1 | — | (1) | 1 |
| Benefits paid | — | — | (7) | — | 12 | 15 | — | 12 | 8 |
| Other movements3,6 | — | (77) | — | — | 79 | (4) | — | 2 | (4) |
| At 31 Dec 2023 | — | 337 | 122 | — | (304) | (175) | — | 33 | (53) |

1The HSBC Switzerland Pension Plan has been disclosed as it is considered to be a prominent plan within the group.

2The HSBC Germany Pension Plan and its comparatives have been disclosed as it was considered to be a prominent plan within the group in 2023.

3Other movements include contributions by the group, contributions by employees, administrative costs and tax paid by plan.

4Other movements for HSBC Switzerland Pension Plan include Fair value of plan assets/defined benefit obligations acquired on 1 February 2024.

5Other movements for HSBC Germany Pension Plan include reclassification of defined benefit obligation to liabilities held for sale as part of planned sale of the

private banking business in Germany.

6Other movements for HSBC Germany Pension Plan include reclassification of Lebensarbeitszeitkonto (LAZK) plan to long term employee benefits.

HSBC Switzerland expects to pay employer contributions as defined in the regulations. The forecasted employer contributions for 2025 are

£12m. HSBC Germany does not expect to make contributions to the HSBC Germany Pension Plan during 2025. Benefits expected to be paid

from the plans to leavers and inactive members (retirees, surviving spouses, disabled members, etc.) over each of the next five years, and in

aggregate for the five years thereafter, are as follows:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| Benefits expected to be paid from plans | | | | | | |
|  | 2025 | 2026 | 2027 | 2028 | 2029 | 2030 - 2034 |
|  | £m | £m | £m | £m | £m | £m |
| HSBC Switzerland Pension Plan1 | 26 | 26 | 26 | 25 | 26 | 124 |
| HSBC Germany Pension Plan2 | 13 | 11 | 12 | 11 | 12 | 68 |

1The duration of the defined benefit obligation is 14.9 years for the HSBC Switzerland Pension Plan under the disclosure assumptions adopted (2023:13.3 years).

2The duration of the defined benefit obligation is 13.5 years for the HSBC Germany Pension Plan under the disclosure assumptions adopted (2023: 14.2 years).

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Fair value of plan assets by asset classes | | | | | | | | |
|  | 2024 | | | | | | | |
|  | HSBC Switzerland Pension Plan | | | | HSBC Germany Pension Plan | | | |
|  | Value | Quoted  market  price  in active  market | No quoted  market  price  in active  market | Thereof  HSBC | Value | Quoted  market  price  in active  market | No quoted  market  price  in active  market | Thereof  HSBC |
|  | £m | £m | £m | £m | £m | £m | £m | £m |
| Fair value of plan assets | 475 | 430 | 45 | — | 327 | 314 | 13 | — |
| –  equities | 130 | 130 | — | — | 2 | 2 | — | — |
| –  bonds fixed income | 233 | 233 | — | — | 214 | 214 | — | — |
| –  bonds index linked | — | — | — | — | 7 | 7 | — | — |
| –  bonds other | — | — | — | — | — | — | — | — |
| –  property | 58 | 58 | — | — | 3 | — | 3 | — |
| –  pooled investment vehicle | — | — | — | — | — | — | — | — |
| –  other | 54 | 9 | 45 | — | 101 | 91 | 10 | — |

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts 2024 | 149 |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Fair value of plan assets by asset classes (continued) | | | | | | | | |
|  | 2023 | | | | | | | |
|  | HSBC Switzerland Pension Plan1 | | | | HSBC Germany Pension Plan | | | |
|  | Value | Quoted  market  price  in active  market | No quoted  market  price  in active  market | Thereof  HSBC | Value | Quoted  market  price  in active  market | No quoted  market  price  in active  market | Thereof  HSBC |
|  | £m | £m | £m | £m | £m | £m | £m | £m |
| Fair value of plan assets | — | — | — | — | 337 | 312 | 25 | — |
| –  equities | — | — | — | — | 3 | 3 | — | — |
| –  bonds fixed income | — | — | — | — | 196 | 196 | — | — |
| –  bonds index linked | — | — | — | — | 6 | 6 | — | — |
| –  bonds other | — | — | — | — | — | — | — | — |
| –  property | — | — | — | — | 3 | — | 3 | — |
| –  pooled investment vehicle | — | — | — | — | — | — | — | — |
| –  other | — | — | — | — | 129 | 107 | 22 | — |

1The HSBC Switzerland Pension Plan has been acquired on 1 February 2024.

Post-employment defined benefit plans’ principal actuarial financial assumptions

The group determines the discount rates to be applied to its obligations in consultation with the plans’ local actuaries, on the basis of current

average yields of high quality (AA-rated or equivalent) debt instruments with maturities consistent with those of the defined benefit obligations.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Key actuarial assumptions | | | | | | | | |
|  | HSBC Switzerland Pension Plan1 | | | | HSBC Germany Pension Plan | | | |
|  | Discount  rate | Inflation  rate | Rate of  increase for  pensions | Rate of pay  increase | Discount  rate | Inflation  rate | Rate of  increase for  pensions | Rate of pay  increase |
|  | % | % | % | % | % | % | % | % |
| At 31 Dec 2024 | 0.85 | 1.00 | — | 1.60 | 3.41 | 2.25 | 2.25 | 3.75 |
| At 31 Dec 2023 | — | — | — | — | 3.17 | 2.25 | 2.25 | 2.25 |

1The HSBC Switzerland Pension Plan has been acquired on 1 February 2024.

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Mortality tables and average life expectancy at age 60 | | | | | | | | | | |
|  | HSBC Switzerland Pension Plan1 | | | | | HSBC Germany Pension Plan | | | | |
|  | Mortality  table | Life expectancy at age  60 for a male member  currently: | | Life expectancy at age  60 for a female  member currently: | | Mortality  table | Life expectancy at age  60 for a male member  currently: | | Life expectancy at age  60 for a female  member currently: | |
|  |  | Aged 60 | Aged 40 | Aged 60 | Aged 40 |  | Aged 60 | Aged 40 | Aged 60 | Aged 40 |
| At 31 Dec 2024 | LPP20203 | 26.9 | 29.1 | 28.9 | 30.9 | RT 2018G2 | 25.7 | 28.7 | 29.3 | 31.6 |
| At 31 Dec 2023 | LPP20203 | 0 | 0 | 0 | 0 | RT 2018G2 | 25.4 | 28.3 | 29.1 | 31.3 |

1The HSBC Switzerland Pension Plan has been acquired on 1 February 2024.

2Heubeck tables: RT 2018G. These are generally accepted and used mortality tables for occupational pension plans in Germany, taking into account future

mortality improvements and lighter mortality for higher-paid pensioners.

3LPP2020 are generally accepted and used mortality tables for occupational pension plans in Switzerland, taking into account future mortality improvements and

lighter mortality for higher-paid pensioners.

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
| The effect of changes in key assumptions | | | | | | | | | | | | |
|  | HSBC Switzerland Pension Plan Obligation1 | | | | | | HSBC Germany Pension Plan Obligation | | | | | |
|  | Financial impact of increase | | | Financial impact of decrease | | | Financial impact of increase | | | Financial impact of decrease | | |
|  | 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | 2024 | 2023 | 2022 |
|  | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| Discount rate – increase/  decrease of 0.25% | (19) | — | — | 21 | — | — | (8) | (9) | (7) | 8 | 9 | 8 |
| Inflation rate – increase/  decrease of 0.25% | 2 | — | — | (2) | — | — | 6 | 7 | 7 | (6) | (6) | (5) |
| Pension payments and deferred  pensions – increase/decrease of  0.25% | 13 | — | — | (12) | — | — | 5 | 6 | 5 | (5) | (6) | (5) |
| Pay – increase/decrease of  0.25% | 2 | — | — | (2) | — | — | 1 | 1 | 1 | (1) | (1) | (1) |
| Change in mortality – increase of  1 Year | 16 | — | — | N/A | — | — | 8 | 9 | 10 | N/A | N/A | N/A |

1The HSBC Switzerland Pension Plan has been acquired on 1 February 2024.

|  |  |
| --- | --- |
|  |  |
| 150 | HSBC Bank plc Annual Report and Accounts 2024 |

Notes on the financial statements

|  |
| --- |
|  |
|  |

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this in unlikely

to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to

significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit

method at the end of the reporting period) has been applied as when calculating the defined benefit asset recognised in the balance sheet. The

methods and types of assumptions used in preparing the sensitivity analysis did not change compared with the prior period.

Directors’ emoluments

The aggregate emoluments of the Directors of the bank, computed in accordance with the Companies Act 2006 as amended by statutory

instrument 2008 No.410, were:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2024 | 2023 | 2022 |
|  | £000 | £000 | £000 |
| Fees1 | 1,425 | 1,427 | 1,410 |
| Salaries and other emoluments2 | 3,182 | 2,792 | 2,294 |
| Annual incentives3 | 1,206 | 1,163 | 979 |
| Long-term incentives4 | 1,732 | 1,193 | 779 |
| Year ended 31 Dec | 7,545 | 6,575 | 5,462 |

1Fees paid to non-executive Directors.

2Salaries and other emoluments include Fixed Pay Allowances.

3Discretionary annual incentives for executive Directors are based on a combination of individual and corporate performance, and are determined by the

Remuneration Committee of the bank’s parent company, HSBC Holdings plc. Incentive awards made to executive directors are delivered in the form of cash and

HSBC Holdings plc shares. The total amount shown is comprised of £602,958 (2023: £581,561) in cash and £602,958 (2023: £581,561) in shares, which is the

upfront portion of the annual incentive granted in respect of performance year 2024.

4The amount shown is comprised of £566,033 (2023: £493,868) in deferred cash, £1,165,574 (2023: £699,652) in deferred shares. These amounts relate to the

portion of the awards that will vest following the substantial completion of the vesting condition attached to these awards in 2024. The total vesting period of

deferred cash and share awards is no less than four years, with 25% of the award vesting on each of the first, second, third and fourth anniversaries of the date

of the award. The deferred share awards are subject to at least a six-month retention period upon vesting. Details of the Plans are contained within the Directors’

Remuneration Report of HSBC Holdings plc. The cost of any awards subject to service conditions under the HSBC Share Plan 2011 are recognised through an

annual charge based on the fair value of the awards, apportioned over the period of service to which the award relates.

No Director exercised share options over HSBC Holdings plc ordinary shares during the year.

No Director is accruing retirement benefits under a money purchase scheme in respect of Directors’ qualifying services (2023: None).

In addition, there were payments during 2024 under unfunded retirement benefit agreements to former Directors of £403,922 (2023: £410,403).

The provision at 31 December 2024 in respect of unfunded pension obligations to former Directors amounted to £3,506,170 (2023: £3,811,422).

Of these aggregate figures, the following amounts are attributable to the highest paid Director:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2024 | 2023 | 2022 |
|  | £000 | £000 | £000 |
| Salaries and other emoluments | 1,638 | 1,641 | 1,641 |
| Annual incentives1 | 673 | 1,074 | 859 |
| Long-term incentives2 | 1,404 | 990 | 677 |
| Year ended 31 Dec | 3,715 | 3,705 | 3,177 |

1Awards made to the highest paid Director are delivered in the form of cash and HSBC Holdings plc shares. The amount shown comprises £336,560 (2023:

£537,040) in cash and £336,560 (2023: £537,040) in shares.

2The amount shown comprises £437,126 (2023: £408,439) in deferred cash, £967,230 (2023: £581,165) in deferred shares. These amounts relate to a portion of

the awards that will vest following the substantial completion of the vesting condition attached to these awards in 2024. The total vesting period of deferred cash

and share awards is no less than four years, with 25% of the award vesting on each of the first, second, third and fourth anniversaries of the date of the award.

The share awards are subject to a six-month retention period upon vesting.

No pension contributions were made by the bank in respect of services by the highest paid Director during the year (2023: £0).

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts 2024 | 151 |

6Auditors’ remuneration

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2024 | 2023 | 2022 |
|  | £m | £m | £m |
| Audit fees payable to PwC | 15.4 | 13.1 | 11.3 |
| Other audit fees payable | 0.6 | 0.6 | 0.7 |
| Year ended 31 Dec | 16.0 | 13.7 | 12.0 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Fees payable by the group to PwC | | | | |
|  |  | 2024 | 2023 | 2022 |
|  |  | £m | £m | £m |
| Fees for HSBC Bank plc‘s statutory audit1,5 |  | 6.0 | 5.3 | 5.5 |
| Fees for other services provided to the group |  | 17.8 | 17.5 | 15.6 |
| –  audit of the group‘s subsidiaries2 |  | 9.4 | 7.8 | 5.8 |
| –  audit-related assurance services3 |  | 4.4 | 5.2 | 5.3 |
| –  other assurance services4 |  | 4.0 | 4.5 | 4.5 |
| Year ended 31 Dec |  | 23.8 | 22.8 | 21.1 |

1 Fees payable to PwC for the statutory audit of the consolidated financial statements of the group and the separate financial statements of HSBC Bank plc. They

exclude amounts payable for the statutory audit of the bank’s subsidiaries which have been included in ‘Fees for other services provided to the group’.

2 Including fees payable to PwC for the statutory audit of the bank’s subsidiaries.

3 Including services for assurance and other services that relate to statutory and regulatory filings, including interim reviews.

4 Including permitted services relating to attestation reports on internal controls of a service organisation primarily prepared for and used by third-party end user,

including comfort letters.

5 2024 Audit fees payable to PwC includes prior year adjustments after finalisation of the 2023 financial statements.

In addition to the above, the estimated fees paid to PwC by third parties associated with HSBC Bank plc amount to £0.5m. In these cases,

HSBC Bank plc was connected with the contracting party and may therefore have been involved in appointing PwC. These fees arose from

services such as reviewing the financial position of corporate concerns that borrow from HSBC Bank plc.

Fees payable for non-audit services for HSBC Bank plc are not disclosed separately because such fees are disclosed on a consolidated basis for

the group.

|  |
| --- |
|  |
|  |

7Tax

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Tax expense | | |  |
|  | 2024 | 2023 | 2022 |
|  | £m | £m | £m |
| Current tax | 497 | 386 | (283) |
| –  for this year | 387 | 359 | (243) |
| –  adjustments in respect of prior years | 110 | 27 | (40) |
| Deferred tax | 288 | 41 | (363) |
| –  origination and reversal of temporary differences | 272 | 25 | (529) |
| –  effect of changes in tax rates | — | — | 33 |
| –  adjustments in respect of prior years | 16 | 16 | 133 |
| Year ended 31 Dec1 | 785 | 427 | (646) |

1In addition to amounts recorded in the income statement, a tax charge of £61m (2023: charge of £334m; 2022 credit of £393m ) was recorded directly to equity.

The group’s profits are taxed at different rates depending on the country in which they arise. The key applicable corporate tax rates in 2024

included the UK and France. The UK tax rate applying to HSBC Bank plc and its banking subsidiaries in 2024 was a rate of 28% (2023: 27.75%),

comprising 25% corporation tax plus 3% surcharge on UK banking profits. The applicable tax rate in France was 26% (2023: 26%). Other

overseas subsidiaries and overseas branches provided for taxation at the appropriate rates in the countries in which they operate.

In July 2023, legislation was enacted in the UK, the jurisdiction of the Bank’s ultimate parent entity, HSBC Holdings plc, introduced the ‘Pillar

Two’ global minimum tax model rules (the ‘rules’) of the Organisation for Economic Cooperation and Development (‘OECD’)’s Inclusive

Framework on Base Erosion and Profit Shifting (‘BEPS’), with effect from 1 January 2024. Under these rules, a top-up tax liability arises where

the effective tax rate of the group’s operations in a jurisdiction, calculated based on principles set out in the OECD’s Pillar Two model rules, is

below 15%. Any additional tax arising in relation to jurisdictions in which a Qualified Domestic Minimum Top-up Tax (‘QDMTT’) applies will be

payable to the tax authority in that jurisdiction. Where there is no QDMTT, any resulting tax is payable by HSBC Holdings plc, being the group’s

ultimate parent, to the UK tax authority. New corporate income tax rules apply in Bermuda and the Channel Islands from 1 January 2025 and are

expected to result in local tax liabilities at an effective tax rate of 15% in these jurisdictions.

Top-up tax liabilities are expected to arise in respect of four jurisdictions in 2024, in particular Jersey and Bermuda, due to low statutory tax

rates.

|  |  |
| --- | --- |
|  |  |
| 152 | HSBC Bank plc Annual Report and Accounts 2024 |

Notes on the financial statements

|  |
| --- |
|  |
|  |

Tax reconciliation

The tax charged to the income statement differs from the tax expense that would apply if all profits had been taxed at the UK corporation tax

rate as follows:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | 2024 | | 2023 | | 2022 | |
|  | £m | % | £m | % | £m | % |
| Profit/(loss) before tax | 2,068 |  | 2,152 |  | (1,199) |  |
| Tax expense |  |  |  |  |  |  |
| Taxation at UK corporation tax rate | 516 | 25.0 | 506 | 23.5 | (228) | 19.0 |
| Impact of taxing overseas profits at different rates | (116) | (5.6) | (20) | (0.9) | (75) | 6.3 |
| UK banking surcharge | 5 | 0.2 | 5 | 0.2 | (47) | 3.9 |
| Items increasing the tax charge in 2024: |  |  |  |  |  |  |
| –  movements in unrecognised deferred tax | 149 | 7.2 | (81) | (3.8) | (268) | 22.4 |
| –  adjustments in respect of prior periods | 147 | 7.1 | 58 | 2.7 | 93 | (7.8) |
| –  loss (gain) on business disposals | 60 | 2.9 | (74) | (3.4) | — | — |
| –  local taxes and overseas withholding taxes | 56 | 2.7 | 19 | 0.9 | 4 | (0.3) |
| –  UK and European bank levies | 45 | 2.2 | 78 | 3.6 | 50 | (4.2) |
| –  provisions for fines and penalties | 12 | 0.6 | 23 | 1.1 | 3 | (0.3) |
| –  other | 4 | 0.2 | 25 | 1.2 | (5) | 0.4 |
| Items reducing the tax charge in 2024: |  |  |  |  |  |  |
| –  deductions for AT1 coupon payments | (64) | (3.1) | (60) | (2.8) | (55) | 4.6 |
| –  movements in provisions for uncertain tax positions | (20) | (1.0) | (11) | (0.5) | (110) | 9.2 |
| –  effect of (profits)/losses in associates and joint ventures | (7) | (0.3) | 5 | 0.2 | 5 | (0.4) |
| –  non-taxable income and gains | (2) | (0.1) | (21) | (1.0) | (93) | 7.8 |
| –  impact of held for sale adjustments | — | — | (25) | (1.2) | 47 | (3.9) |
| –  impact of changes in tax rates | — | — | — | — | 33 | (2.8) |
| Year ended 31 Dec | 785 | 38.0 | 427 | 19.8 | (646) | 53.9 |

The effective tax rate for the year was 38.0% (2023: 19.8%; 2022: 53.9%). The 2024 effective tax rate of 38.0% reflects the mix of profits and

losses in different jurisdictions and is increased by the derecognition of deferred tax on French tax losses, charges in respect of prior years, in

particular in the UK, losses on business disposals and charges for withholding taxes.

The effective tax rate for 2023 of 19.8% was reduced by the recognition of a deferred tax asset for prior period excess expenses in HSBC Life

(UK) and the non-taxable gain arising on the transfer of the Guernsey branch to PBRS and increased by non-deductible UK and European bank

levy expenses and charges in respect of prior periods.

Accounting for taxes involves some estimation because tax law is uncertain and its application requires a degree of judgement, which

authorities may dispute. Liabilities are recognised based on best estimates of the probable outcome, taking into account external advice where

appropriate. We do not expect significant liabilities to arise in excess of the amounts provided. The current tax asset includes an estimate of tax

recoverable from HMRC with regards to past dividends received from EU resident companies. The ultimate resolution of this matter involves

litigation for which the outcome is uncertain.

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| Movement of deferred tax assets and liabilities | | | | | | | |
|  | Cash flow  hedges | Loan  impairment  provisions | Property,  plant and  equipment | FVOCI  investments | Relief for  tax losses2 | Other1 | Total |
|  | £m | £m | £m | £m | £m | £m | £m |
| Assets | 138 | 59 | 191 | 329 | 601 | 204 | 1,522 |
| Liabilities | — | — | — | (197) | — | (53) | (250) |
| At 1 Jan 2024 | 138 | 59 | 191 | 132 | 601 | 151 | 1,272 |
| Income statement | — | (15) | (44) | (40) | (145) | (44) | (288) |
| Other comprehensive income | (39) | — | — | (23) | — | 4 | (58) |
| Foreign exchange and other adjustments | (2) | (2) | 1 | 7 | (14) | (26) | (36) |
| At 31 Dec 2024 | 97 | 42 | 148 | 76 | 442 | 85 | 890 |
| Assets3 | 97 | 42 | 148 | 76 | 442 | 131 | 936 |
| Liabilities3 | — | — | — | — | — | (46) | (46) |
|  | | | | | | | |
| Assets | 391 | 60 | 227 | 474 | 628 | 151 | 1,931 |
| Liabilities | — | — | — | (351) | — | — | (351) |
| At 1 Jan 2023 | 391 | 60 | 227 | 123 | 628 | 151 | 1,580 |
| Income statement | — | (4) | (36) | 44 | (17) | (28) | (41) |
| Other comprehensive income | (252) | — | — | (43) | — | 65 | (230) |
| Foreign exchange and other adjustments | (1) | 3 | — | 8 | (10) | (37) | (37) |
| At 31 Dec 2023 | 138 | 59 | 191 | 132 | 601 | 151 | 1,272 |
| Assets3 | 138 | 59 | 191 | 329 | 601 | 204 | 1,522 |
| Liabilities3 | — | — | — | (197) | — | (53) | (250) |

1Other deferred tax assets and liabilities relate to share-based payments, expense provisions and other temporary differences.

2The deferred tax asset recognised in respect of tax losses mainly relates to France (£414m), US State tax losses of the New York branch of HSBC Bank plc

(£16m), and Switzerland (£11m), all of which are supported by future profit forecasts.

3After netting off balances within countries, the balances as disclosed in the financial statements are as follows: deferred tax assets £895m (2023: £1,278m); and

deferred tax liabilities £5m (2023: £6m).

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts 2024 | 153 |

Management has assessed the likely availability of future taxable profits against which to recover the deferred tax assets of the Company and

the group, taking into consideration the reversal of existing taxable temporary differences, past business performance and forecasts of future

business performance. During 2024, £124m of deferred tax in respect of French tax losses incurred in prior periods was derecognised and no

deferred tax was recognised on French tax losses arising during 2024, as management were not satisfied that there was sufficient evidence of

future taxable profits to support recognition of this amount.

The group’s net deferred tax asset of £890m (2023: £1,272m) included a net UK deferred tax asset of £347m (2023: £441m) and a net deferred

asset of £391m (2023: £693m) in France, of which £414m (2023: £566m) related to tax losses which are expected to be substantially recovered

within 12 years.

Management is satisfied that although the Group recorded a tax loss in France in the year, the aforementioned evidence is sufficient to support

the French deferred tax assets which have been recognised. The UK deferred tax assets are supported by future profit forecasts for the whole

of HSBC's UK tax group. This includes a number of companies which are not part of the HSBC Bank plc group, in particular HSBC UK Bank plc

and its subsidiaries.

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| Movement of deferred tax assets and liabilities | | | | | | | |
|  | Retirement  benefits | Property,  plant and  equipment | FVOCI | Cashflow  hedges | Relief for tax  losses2 | Other1 | Total |
| The bank | £m | £m | £m | £m | £m | £m | £m |
| Assets2 | 9 | 191 | 43 | 117 | 28 | 3 | 391 |
| Lliabilities2 | — | — | — | — | — | (1) | (1) |
| At 1 Jan 2024 | 9 | 191 | 43 | 117 | 28 | 2 | 390 |
| Income statement | (4) | (32) | — | — | (12) | (2) | (50) |
| Other comprehensive income | 5 | — | (12) | (14) | — | 14 | (7) |
| Foreign exchange and other adjustments | — | — | (1) | — | — | 1 | — |
| At 31 Dec 2024 | 10 | 159 | 30 | 103 | 16 | 15 | 333 |
| Assets3 | 10 | 159 | 30 | 103 | 16 | 17 | 335 |
| Liabilities3 | — | — | — | — | — | (2) | (2) |
|  | | | | | | | |
| Assets | 14 | 231 | 75 | 318 | 28 | (58) | 608 |
| Liabilities | — | — | — | — | — | — | — |
| At 1 Jan 2023 | 14 | 231 | 75 | 318 | 28 | (58) | 608 |
| Income statement | (15) | (40) | — | — | — | 38 | (17) |
| Other comprehensive income | 10 | — | (32) | (201) | — | 22 | (201) |
| Foreign exchange and other adjustments | — | — | — | — | — | — | — |
| At 31 Dec 2023 | 9 | 191 | 43 | 117 | 28 | 2 | 390 |
| Assets3 | 9 | 191 | 43 | 117 | 28 | 3 | 391 |
| Liabilities3 | — | — | — | — | — | (1) | (1) |

1Other deferred tax assets and liabilities relate to fair value of own debt, loan impairment allowances and share-based payments.

2The deferred tax asset recognised in respect of losses relates to US State tax losses of the New York branch of HSBC Bank plc, which are supported by future

profit forecasts.

3After netting off balances within countries, the balances as disclosed in the accounts are as follows: deferred tax assets £335m (2023: £391m) and deferred tax

liabilities £2m (2023: £1m).

Unrecognised deferred tax

The group

The amount of temporary differences, unused tax losses and tax credits for which no deferred tax asset is recognised in the balance sheet was

£2,117m (2023: £673m). These amounts include unused tax losses, tax credits and temporary differences of £1,496m (2023: £668m) arising in

the New York branch of HSBC Bank plc and £566m (2023: nil) in respect of French tax losses for which there is insufficient evidence of future

taxable profits to support recognition. £53m of the unrecognised losses expire before 10 years and the remaining unrecognised losses either

expire after 10 years or do not expire.

The bank

The amount of temporary differences, unused tax losses and tax credits for which no deferred tax asset is recognised in the balance sheet was

£1,496m (2023: £668m). These amounts include unused tax losses, tax credits and temporary differences arising in the New York branch of

HSBC Bank plc of £1,496m (2023:  £668m). The unrecognised losses either expire after 10 years or do not expire.

Deferred tax is not recognised in respect of the group’s investments in subsidiaries and branches where HSBC Bank plc is able to control the

timing of remittance or other realisation and where remittance or realisation is not probable in the foreseeable future. The aggregate temporary

differences relating to unrecognised deferred tax liabilities arising on investments in subsidiaries and branches is £4.0bn (2023: £3.7bn) and the

corresponding unrecognised deferred tax liability was £31m (2023: £27m).

|  |  |
| --- | --- |
|  |  |
| 154 | HSBC Bank plc Annual Report and Accounts 2024 |

Notes on the financial statements

|  |
| --- |
|  |
|  |

8Dividends

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| Dividends to the parent company | | | | | | |
|  | 2024 | | 2023 | | 2022 | |
|  | £ per share | £m | £ per share | £m | £ per share | £m |
| Dividends paid on ordinary shares |  |  |  |  |  |  |
| In respect of current year: |  |  |  |  |  |  |
| –  first interim dividend | 0.124 | 99 | — | — | — | — |
| –  first special dividend | — | — | 0.941 | 750 | 1.067 | 850 |
| –  second interim dividend | 0.126 | 100 | — | — | — | — |
| –  third interim dividend | 0.142 | 113 | — | — | — | — |
| Total | 0.392 | 312 | 0.941 | 750 | 1.067 | 850 |
| Dividends on preference shares classified as equity |  |  |  |  |  |  |
| Dividend on HSBC Bank plc non-cumulative third dollar  preference shares | 0.001 | — | 0.001 | — | 0.001 | — |
| Total coupons on capital securities classified as equity | — | 223 | — | 211 | — | 202 |
| Dividends to parent | — | 535 | — | 961 | — | 1,052 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Total coupons on capital securities classified as equity | | | | |
|  |  | 2024 | 2023 | 2022 |
|  | First call date | £m | £m | £m |
| Undated Subordinated additional Tier 1 instruments |  |  |  |  |
| Undated Subordinated Resettable Additional Tier 1 instrument 2015 | Dec 2020 | 82 | 85 | 87 |
| Undated Subordinated Resettable Additional Tier 1 instrument 2016 | Jan 2022 | 11 | 12 | 11 |
| Undated Subordinated Resettable Additional Tier 1 instrument 2018 | Mar 2023 | 38 | 28 | 28 |
| Undated Subordinated Resettable Additional Tier 1 instrument 2018 | Mar 2023 | 16 | 10 | 10 |
| Undated Subordinated Resettable Additional Tier 1 instrument 2019 | Nov 2024 | 24 | 24 | 24 |
| Undated Subordinated Resettable Additional Tier 1 instrument 2019 | Nov 2024 | 7 | 15 | 8 |
| Undated Subordinated Resettable Additional Tier 1 instrument 2019 | Dec 2024 | 20 | 19 | 20 |
| Undated Subordinated Resettable Additional Tier 1 instrument 2019 | Jan 2025 | 9 | 9 | 8 |
| Undated Subordinated Resettable Additional Tier 1 instrument 2022 | Mar 2027 | 16 | 9 | 6 |
| Total |  | 223 | 211 | 202 |

|  |
| --- |
|  |
|  |

9Segmental analysis

The Chief Executive, supported by the rest of the Executive Committee, was considered the Chief Operating Decision Maker (‘CODM’) during

the reporting period for the purposes of identifying the group’s reportable segments and as the reorganisation only took effect from 1 January

2025, it has no effect on the 2024 segmental reporting.

Our operations are closely integrated and accordingly, the presentation of data includes internal allocations of certain items of income and

expense. These allocations include the costs of certain support services and global functions to the extent that they can be meaningfully

attributed to global businesses. While such allocations have been made on a systematic and consistent basis, they necessarily involve a degree

of subjectivity. Costs that are not allocated to businesses are included in Corporate Centre.

Where relevant, income and expense amounts presented include the results of inter-segment funding along with inter-company and inter-

business line transactions. All such transactions are undertaken on arm’s length terms. Measurement of segmental assets, liabilities, income

and expenses is in accordance with the group’s accounting policies. Shared costs are included in segments on the basis of actual recharges.

The intra-group elimination items for the global businesses are presented in Corporate Centre.

The types of products and services from which each reportable segment derives its revenue are discussed in the ‘Strategic Report – Our global

businesses’ on page 6.

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts 2024 | 155 |

By operating segment:

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| Profit/(loss) before tax | | | | | | | |
|  | 2024 | | | | | | |
|  | MSS | GB | GBM  Other | CMB | WPB | Corporate  Centre | Total |
|  | £m | £m | £m | £m | £m | £m | £m |
| Net operating income/(expense) before change in  ECL and other credit impairment charges1 | 2,259 | 2,081 | 107 | 1,718 | 1,501 | (193) | 7,473 |
| –  of which: net interest income/(expense) | 570 | 1,332 | (55) | 1,180 | 956 | (2,998) | 985 |
| Change in ECL and other credit impairment charges | (4) | 66 | — | (226) | 7 | (6) | (163) |
| Net operating income/(expense) | 2,255 | 2,147 | 107 | 1,492 | 1,508 | (199) | 7,310 |
| Total operating expenses | (2,134) | (1,025) | (322) | (749) | (855) | (175) | (5,260) |
| Operating profit/(loss) | 121 | 1,122 | (215) | 743 | 653 | (374) | 2,050 |
| Share of profit in associates and joint ventures | — | — | — | — | — | 18 | 18 |
| Profit/(loss) before tax | 121 | 1,122 | (215) | 743 | 653 | (356) | 2,068 |
|  | % | % | % | % | % |  | % |
| Cost efficiency ratio | 94.5 | 49.3 | n/a | 43.6 | 57.0 |  | 70.4 |
|  | | | | | | | |
|  | 2023 | | | | | | |
| Net operating income before change in ECL and other  credit impairment charges1 | 1,996 | 2,092 | 13 | 1,746 | 1,339 | 320 | 7,506 |
| –  of which: net interest income/(expense) | 212 | 1,430 | (13) | 1,331 | 946 | (1,755) | 2,151 |
| Change in ECL and other credit impairment charges | (9) | (91) | 3 | (83) | 12 | (1) | (169) |
| Net operating income | 1,987 | 2,001 | 16 | 1,663 | 1,351 | 319 | 7,337 |
| Total operating expenses | (2,131) | (1,013) | (282) | (663) | (894) | (159) | (5,142) |
| Operating profit/(loss) | (144) | 988 | (266) | 1,000 | 457 | 160 | 2,195 |
| Share of loss in associates and joint ventures | — | — | — | — | — | (43) | (43) |
| Profit/(loss) before tax | (144) | 988 | (266) | 1,000 | 457 | 117 | 2,152 |
|  | % | % | % | % | % |  | % |
| Cost efficiency ratio | 106.8 | 48.4 | n/a | 38.0 | 66.8 |  | 68.5 |
|  |  |  |  |  |  |  |  |
|  | 2022 | | | | | | |
| Net operating income/(expense) before change in ECL  other credit impairment charges1 | 2,446 | 1,571 | (108) | 1,433 | (432) | (606) | 4,304 |
| –  of which: net interest income/(expense) | (54) | 903 | (16) | 925 | 710 | (564) | 1,904 |
| Change in ECL and other credit impairment charges | (1) | (153) | (1) | (54) | (7) | (6) | (222) |
| Net operating income/(expense) | 2,445 | 1,418 | (109) | 1,379 | (439) | (612) | 4,082 |
| Total operating expenses | (1,936) | (932) | (406) | (663) | (834) | (480) | (5,251) |
| Operating profit/(loss) | 509 | 486 | (515) | 716 | (1,273) | (1,092) | (1,169) |
| Share of loss in associates and joint ventures | — | — | (2) | — | — | (28) | (30) |
| Profit/(loss) before tax | 509 | 486 | (517) | 716 | (1,273) | (1,120) | (1,199) |
|  | % | % | % | % | % |  | % |
| Cost efficiency ratio | 79.1 | 59.3 | n/a | 46.3 | n/a |  | 122.0 |

1Net operating income before change in expected credit losses and other credit impairment charges, also referred to as revenue. It includes inter-segment

revenue which is eliminated in Corporate centre, amounting to £63m (2023: £62m; 2022: £108m).

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

advancing the funds:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2024 | 2023 | 2022 |
|  | £m | £m | £m |
| External net operating income/(expense) by country | 7,473 | 7,506 | 4,304 |
| –  United Kingdom | 3,618 | 3,609 | 3,068 |
| –  France | 1,280 | 1,819 | (70) |
| –  Germany | 836 | 836 | 732 |
| –  Other countries | 1,739 | 1,242 | 574 |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| Balance sheet by business | | | | | | | |
|  | MSS | GB | GBM  Other | CMB | WPB | Corporate  Centre | Total |
|  | £m | £m | £m | £m | £m | £m | £m |
| 31 Dec 2024 |  |  |  |  |  |  |  |
| Loans and advances to customers | 3,131 | 33,224 | 136 | 24,297 | 16,293 | 5,585 | 82,666 |
| Customer accounts | 48,885 | 80,920 | 7,646 | 63,967 | 40,852 | 33 | 242,303 |
|  |  |  |  |  |  |  |  |
| 31 Dec 2023 |  |  |  |  |  |  |  |
| Loans and advances to customers | 2,718 | 34,723 | 67 | 24,226 | 13,666 | 91 | 75,491 |
| Customer accounts | 41,102 | 85,303 | 9,434 | 58,620 | 28,337 | 145 | 222,941 |

|  |  |
| --- | --- |
|  |  |
| 156 | HSBC Bank plc Annual Report and Accounts 2024 |

Notes on the financial statements

|  |
| --- |
|  |
|  |

10Trading assets

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | The group | | The bank | |
|  | 2024 | 2023 | 2024 | 2023 |
|  | £m | £m | £m | £m |
| Treasury and other eligible bills | 5,379 | 4,808 | 4,360 | 4,353 |
| Debt securities | 29,805 | 27,724 | 17,553 | 16,071 |
| Equity securities | 65,092 | 50,020 | 59,884 | 47,498 |
| Trading securities | 100,276 | 82,552 | 81,797 | 67,922 |
| Loans and advances to banks1 | 2,957 | 5,094 | 2,902 | 5,060 |
| Loans and advances to customers1 | 12,809 | 13,050 | 12,542 | 12,784 |
| At 31 Dec | 116,042 | 100,696 | 97,241 | 85,766 |

1Loans and advances to banks and customers include reverse repos, stock borrowing and other accounts.

|  |
| --- |
|  |
|  |

11Fair values of financial instruments carried at fair value

Control framework

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

risk taker.

For all financial instruments where fair values are determined by reference to externally quoted prices or observable pricing inputs to models,

independent price determination or validation is utilised. In inactive markets, the group will source alternative market information to validate the

financial instrument’s fair value, with greater weight given to information that is considered to be more relevant and reliable. The factors that are

considered in this regard are, inter alia:

– the extent to which prices may be expected to represent genuine traded or tradable prices;

– the degree of similarity between financial instruments;

– the degree of consistency between different sources;

– the process followed by the pricing provider to derive the data;

– the elapsed time between the date to which the market data relates and the balance sheet date; and

– the manner in which the data was sourced.

For fair values determined using valuation models, the control framework may include, as applicable, development or validation by independent

support functions of: (i) the logic within valuation models; (ii) the inputs to these models; (iii) any adjustments required outside the valuation

models; and (iv) where possible, model outputs. Valuation models are subject to a process of due diligence and calibration before becoming

operational and are calibrated against external market data on an ongoing basis.

Financial liabilities measured at fair value

In certain circumstances, the group records its own debt in issue at fair value, based on quoted prices in an active market for the specific

instrument. When quoted market prices are unavailable, the own debt in issue is valued using valuation techniques, the inputs for which are

based either on quoted prices in an inactive market for the instrument or are estimated by comparison with quoted prices in an active market for

similar instruments. In both cases, the fair value includes the effect of applying the credit spread that is appropriate to the group’s liabilities.

Structured notes issued and certain other hybrid instruments are included within trading liabilities and are measured at fair value. The spread

applied to these instruments is derived from the spreads at which the group issues structured notes.

Fair value hierarchy

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

– Level 1 – valuation technique using quoted market price: financial instruments with quoted prices for identical instruments in active markets

that HSBC can access at the measurement date.

– Level 2 – valuation technique using observable inputs: financial instruments with quoted prices for similar instruments in active markets or

quoted prices for identical or similar instruments in inactive markets and financial instruments valued using models where all significant

inputs are observable.

– Level 3 – valuation technique with significant unobservable inputs: financial instruments valued using valuation techniques where one or

more significant inputs are unobservable.

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts 2024 | 157 |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Financial instruments carried at fair value and bases of valuation | | | | | | | | |
|  | 2024 | | | | 2023 | | | |
|  | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total |
| The group | £m | £m | £m | £m | £m | £m | £m | £m |
| Recurring fair value measurements at 31 Dec |  |  |  |  |  |  |  |  |
| Assets |  |  |  |  |  |  |  |  |
| Trading assets | 87,915 | 24,557 | 3,570 | 116,042 | 72,164 | 26,482 | 2,050 | 100,696 |
| Financial assets designated and otherwise mandatorily  measured at fair value through profit or loss | 4,615 | 3,720 | 1,082 | 9,417 | 7,008 | 9,178 | 2,882 | 19,068 |
| Derivatives | 1,219 | 195,071 | 1,882 | 198,172 | 428 | 171,865 | 1,823 | 174,116 |
| Financial investments | 31,769 | 7,142 | 1,079 | 39,990 | 25,857 | 10,743 | 907 | 37,507 |
| Liabilities |  |  |  |  |  |  |  |  |
| Trading liabilities | 24,713 | 17,296 | 624 | 42,633 | 29,791 | 12,233 | 252 | 42,276 |
| Financial liabilities designated at fair value | 1,078 | 33,403 | 2,962 | 37,443 | 992 | 27,595 | 3,958 | 32,545 |
| Derivatives | 745 | 193,982 | 2,355 | 197,082 | 994 | 168,145 | 2,335 | 171,474 |

The table below provides the fair value levelling of assets held for sale and liabilities of disposal groups that have been classified as held for sale

in accordance with IFRS 5. For further details, see Note 34.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Financial instruments carried at fair value and bases of valuation – assets and liabilities held for sale | | | | | | | | |
|  | 2024 | | | | 2023 | | | |
|  | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total |
| The group | £m | £m | £m | £m | £m | £m | £m | £m |
| Recurring fair value measurements at 31 Dec |  |  |  |  |  |  |  |  |
| Assets |  |  |  |  |  |  |  |  |
| Trading assets | — | — | — | — | — | — | — | — |
| Financial assets designated and otherwise mandatorily  measured at fair value through profit or loss | 2,365 | 7,189 | 2,053 | 11,607 | — | — | 38 | 38 |
| Derivatives | — | 29 | — | 29 | — | — | — | — |
| Financial investments | 2,113 | 4,261 | 402 | 6,776 | — | — | 25 | 25 |
| Liabilities |  |  |  |  |  |  |  |  |
| Trading liabilities | — | — | — | — |  |  |  |  |
| Financial liabilities designated at fair value | — | 104 | — | 104 | — | 1,858 | — | 1,858 |
| Derivatives | — | 15 | — | 15 | — | 5 | — | 5 |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Financial instruments carried at fair value and bases of valuation | | | | | | | | |
|  | 2024 | | | | 2023 | | | |
|  | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total |
| The bank | £m | £m | £m | £m | £m | £m | £m | £m |
| Recurring fair value measurements at 31 Dec |  |  |  |  |  |  |  |  |
| Assets |  |  |  |  |  |  |  |  |
| Trading assets | 70,108 | 23,700 | 3,433 | 97,241 | 58,152 | 25,772 | 1,842 | 85,766 |
| Financial assets designated and otherwise mandatorily  measured at fair value through profit or loss | 171 | 3,390 | 99 | 3,660 | 206 | 2,910 | 65 | 3,181 |
| Derivatives | 687 | 181,048 | 1,923 | 183,658 | 152 | 151,661 | 1,952 | 153,765 |
| Financial investments | 17,812 | 2,150 | 71 | 20,033 | 15,074 | 1,233 | 55 | 16,362 |
| Liabilities |  |  |  |  |  |  |  |  |
| Trading liabilities | 11,315 | 17,204 | 624 | 29,143 | 13,177 | 11,503 | 252 | 24,932 |
| Financial liabilities designated at fair value | — | 26,754 | 1,732 | 28,486 | — | 20,811 | 2,635 | 23,446 |
| Derivatives | 155 | 181,235 | 2,355 | 183,745 | 601 | 149,850 | 2,348 | 152,799 |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| Transfers between Level 1 and Level 2 fair values | | | | | | | |
|  | Assets | | | | Liabilities | | |
|  | Financial  investments | Trading  assets | Designated and  otherwise mandatorily  measured at fair value  through profit or loss | Derivatives | Trading  liabilities | Designated  at fair value | Derivatives |
|  | £m | £m | £m | £m | £m | £m | £m |
| At 31 Dec 2024 |  |  |  |  |  |  |  |
| Transfers from Level 1 to Level 2 | 10 | 320 | — | — | 84 | — | — |
| Transfers from Level 2 to Level 1 | 30 | 577 | — | — | 54 | — | — |
|  | | | | | | | |
| At 31 Dec 2023 |  |  |  |  |  |  |  |
| Transfers from Level 1 to Level 2 | 26 | 252 | — | — | 4 | — | — |
| Transfers from Level 2 to Level 1 | 121 | 408 | — | — | 41 | — | — |

Transfers between levels of the fair value hierarchy are deemed to occur at the end of each quarterly reporting period. Transfers are primarily

attributable to changes in price transparency and in the assessment of observability.

|  |  |
| --- | --- |
|  |  |
| 158 | HSBC Bank plc Annual Report and Accounts 2024 |

Notes on the financial statements

|  |
| --- |
|  |
|  |

Fair value adjustments

Fair value adjustments take into consideration additional factors not incorporated within the primary product valuation model that would

otherwise be considered by a market participant. Adjustments are calculated using model infrastructure including those within primary valuation

systems. We classify fair value adjustments as either ‘risk-related’ or ‘model-related’. The majority of these adjustments relate to MSS.

Movements in the amount of fair value adjustments do not necessarily translate in equivalent movements of profits or losses within the income

statement, as these movements can be compensated by other related profits or loss effects. For example, as models are enhanced, fair value

adjustments may no longer be required. Similarly, fair value adjustments will decrease when the related positions are unwound, but this may

not result in profit or loss.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Fair value adjustments | | | | |
|  | 2024 | | 2023 | |
|  | MSS | Corporate  Centre | MSS | Corporate  Centre |
|  | £m | £m | £m | £m |
| Type of adjustment |  |  |  |  |
| Risk-related | 321 | 29 | 327 | 32 |
| –  bid-offer | 151 | 2 | 155 | — |
| –  uncertainty | 55 | 3 | 42 | 2 |
| –  credit valuation adjustment | 53 | 21 | 61 | 27 |
| –  debt valuation adjustment | (9) | — | (20) | — |
| –  funding fair value adjustment | 71 | 3 | 89 | 3 |
| –  other | — | — | — | — |
| Model-related | 29 | — | 41 | — |
| –  model limitation | 29 | — | 41 | — |
| –  other | — | — | — | — |
| Inception profit (Day 1 P&L reserves) | 58 | — | 54 | — |
| At 31 Dec | 408 | 29 | 422 | 32 |

Bid-offer

IFRS 13 ‘Fair value measurement’ requires use of the price within the bid-offer spread that is most representative of fair value. Valuation models

will typically generate mid-market values. The bid-offer adjustment reflects the extent to which bid-offer costs would be incurred if substantially

all residual net portfolio market risks were closed using available hedging instruments or by disposing of or unwinding the position.

Uncertainty

Certain model inputs may be less readily determinable from market data, and/or the choice of model itself may be more subjective. In these

circumstances, an adjustment may be necessary to reflect the likelihood that market participants would adopt more conservative values for

uncertain parameters and/or model assumptions than those used in the valuation model.

Credit and debit valuation adjustments

The credit valuation adjustment ('CVA') is an adjustment to the valuation of over-the-counter (‘OTC’) derivative contracts to reflect the possibility

that the counterparty may default, and that the group may not receive the full market value of the transactions.

The debit valuation adjustment ('DVA') is an adjustment to the valuation of OTC derivative contracts to reflect the possibility that HSBC may

default, and that it may not pay the full market value of the transactions.

HSBC calculates a separate CVA and DVA for each legal entity, and for each counterparty to which the entity has exposure. With the exception

of central clearing parties, all third-party counterparties are included in the CVA and DVA calculations, and these adjustments are not netted

across the HSBC Group's entities.

HSBC calculates the CVA by applying the probability of default (‘PD’) of the counterparty, conditional on the non-default of HSBC, to HSBC’s

expected positive exposure to the counterparty and multiplying the result by the loss expected in the event of default.

Conversely, HSBC calculates the DVA by applying the PD of HSBC, conditional on the non-default of the counterparty, to the expected positive

exposure of the counterparty to HSBC and multiplying the result by the proportional loss expected in the event of default. Both calculations are

performed over the life of the potential exposure.

For most products, HSBC uses a simulation methodology, which incorporates a range of potential exposures over the life of the portfolio, to

calculate the expected positive exposure to a counterparty. The simulation methodology includes credit mitigants, such as counterparty netting

agreements and collateral agreements with the counterparty. The methodologies do not, in general, account for ‘wrong-way risk’, which arises

when the underlying value of the derivative prior to any CVA is positively correlated to the PD of the counterparty. When there is significant

wrong-way risk, a trade-specific approach is applied to reflect this risk in the valuation.

Funding fair value adjustment ('FFVA')

The FFVA is calculated by applying future market funding spreads to the expected future funding exposure of any uncollateralised component of

the OTC derivative portfolio. The expected future funding exposure is calculated by a simulation methodology, where available, and is adjusted

for events that may terminate the exposure, such as the default of HSBC or the counterparty. The FFVA and DVA are calculated independently.

Model limitation

Models used for portfolio valuation purposes may be based upon a simplified set of assumptions that do not capture all current and future

material market characteristics. In these circumstances, model limitation adjustments are adopted.

Inception profit (Day 1 P&L reserves)

Inception profit adjustments are adopted when the fair value estimated by a valuation model is based on one or more significant unobservable

inputs. The accounting for inception profit adjustments is discussed in Note 1.

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts 2024 | 159 |

Fair value valuation bases

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| Financial instruments measured at fair value using a valuation technique with significant unobservable inputs – Level 3 | | | | | | | | | |
|  | Assets | | | | | Liabilities | | | |
|  | Financial  Investments | Held for  trading | Designated and  otherwise  mandatorily  measured at fair value  through profit or loss | Derivatives | Total | Held for  trading | Designated  at fair value | Derivatives | Total |
| The group | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| Private equity including  strategic investments | 108 | 1 | 1,069 | — | 1,178 | — | 1 | — | 1 |
| Asset-backed securities | 68 | 145 | — | — | 213 | — | — | — | — |
| Structured notes | — | — | — | — | — | — | 2,958 | — | 2,958 |
| Derivatives | — | — | — | 1,882 | 1,882 | — | — | 2,355 | 2,355 |
| Other portfolios | 903 | 3,424 | 13 | — | 4,340 | 624 | 3 | — | 627 |
| At 31 Dec 2024 | 1,079 | 3,570 | 1,082 | 1,882 | 7,613 | 624 | 2,962 | 2,355 | 5,941 |
|  | | | | | | | | | |
| Private equity including  strategic investments | 66 | 1 | 2,656 | — | 2,723 | 8 | 1 | — | 9 |
| Asset-backed securities | 160 | 97 | 6 | — | 263 | — | — | — | — |
| Structured notes | — | — | — | — | — | — | 3,490 | — | 3,490 |
| Derivatives | — | — | — | 1,823 | 1,823 | — | — | 2,335 | 2,335 |
| Other portfolios | 681 | 1,952 | 220 | — | 2,853 | 244 | 467 | — | 711 |
| At 31 Dec 2023 | 907 | 2,050 | 2,882 | 1,823 | 7,662 | 252 | 3,958 | 2,335 | 6,545 |

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| The bank |  |  |  |  |  |  |  |  |  |
| Private equity including  strategic investments | 55 | — | 99 | — | 154 | — | — | — | — |
| Asset-backed securities | — | 145 | — | — | 145 | — | — | — | — |
| Structured notes | — | 1 | — | — | 1 | — | 1,732 | — | 1,732 |
| Derivatives | — | — | — | 1,923 | 1,923 | — | — | 2,352 | 2,352 |
| Other portfolios | 16 | 3,287 | — | — | 3,303 | 624 | — | 3 | 627 |
| At 31 Dec 2024 | 71 | 3,433 | 99 | 1,923 | 5,526 | 624 | 1,732 | 2,355 | 4,711 |
|  | | | | | | | | | |
| Private equity including  strategic investments | 55 | — | 65 | — | 120 | 8 | — | — | 8 |
| Asset-backed securities | — | 97 | — | — | 97 | — | — | — | — |
| Structured notes | — | — | — | — | — | — | 2,635 | — | 2,635 |
| Derivatives | — | — | — | 1,952 | 1,952 | — | — | 2,343 | 2,343 |
| Other portfolios | — | 1,745 | — | — | 1,745 | 244 | — | 5 | 249 |
| At 31 Dec 2023 | 55 | 1,842 | 65 | 1,952 | 3,914 | 252 | 2,635 | 2,348 | 5,235 |

Level 3 instruments are present in both ongoing and legacy businesses. Loans held for securitisation, certain derivatives and predominantly all

Level 3 Asset-backed securities are legacy positions. HSBC has the capability to hold these positions.

Private equity including strategic investments

The investment’s fair value is estimated: on the basis of an analysis of the investee’s financial position and results, risk profile, prospects and

other factors; by reference to market valuations for similar entities quoted in an active market; the price at which similar companies have

changed ownership; or from published net asset values (‘NAVs’) received. If necessary, adjustments are made to the NAV of funds to obtain the

best estimate of fair value.

Asset-backed securities

While quoted market prices are generally used to determine the fair value of these securities, valuation models are used to substantiate the

reliability of the limited market data available and to identify whether any adjustments to quoted market prices are required. For certain ABSs,

such as residential mortgage-backed securities, the valuation uses an industry standard model with assumptions relating to prepayment speeds,

default rates and loss severity based on collateral type, and performance, as appropriate. The valuations output is benchmarked for consistency

against observable data for securities of a similar nature.

Structured notes

The fair value of Level 3 structured notes is derived from the fair value of the underlying debt security, and the fair value of the embedded

derivative is determined as described in the paragraph below on derivatives. These structured notes comprise principally equity-linked notes,

issued by HSBC, which provide the counterparty with a return linked to the performance of equity securities and other portfolios. Examples of

the unobservable parameters include long-dated equity volatilities and correlations between equity prices, and interest and foreign exchange

rates.

Derivatives

OTC derivative valuation models calculate the present value of expected future cash flows, based upon ‘no-arbitrage’ principles. For many vanilla

derivative products, the modelling approaches used are standard across the industry. For more complex derivative products, there may be some

differences in market practice. Inputs to valuation models are determined from observable market data, wherever possible, including prices

available from exchanges, dealers, brokers or providers of consensus pricing. Certain inputs may not be observable in the market directly, but

can be determined from observable prices through model calibration procedures or estimated from historical data or other sources.

|  |  |
| --- | --- |
|  |  |
| 160 | HSBC Bank plc Annual Report and Accounts 2024 |

Notes on the financial statements

|  |
| --- |
|  |
|  |

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

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| Movement in Level 3 financial instruments | | | | | | | |
|  | Assets | | | | Liabilities | | |
|  | Financial  Investments | Trading  assets | Designated and  otherwise  mandatorily  measured at fair  value through  profit or loss | Derivatives | Trading  liabilities | Designated  at fair  value | Derivatives |
| The group | £m | £m | £m | £m | £m | £m | £m |
| At 1 Jan 2024 | 907 | 2,050 | 2,882 | 1,823 | 252 | 3,958 | 2,335 |
| Total gains/(losses) on assets and total (gains)/losses  on liabilities recognised in profit or loss | — | 182 | 13 | 767 | 226 | (1,818) | 654 |
| –  net income from financial instruments held for  trading or managed on a fair value basis | — | 182 | — | 767 | 226 | (1,818) | 654 |
| –  net expense from assets and liabilities of insurance  businesses, including related derivatives, measured  at fair value through profit or loss | — | — | (35) | — | — | — | — |
| –  changes in fair value of other financial instruments  mandatorily measured at fair value through profit or  loss | — | — | 48 | — | — | — | — |
| –  gains less losses from financial investments at fair  value through other comprehensive income | — | — | — | — | — | — | — |
| Total losses or gains recognised in other  comprehensive income (‘OCI’)1 | (25) | 3 | (84) | (4) | — | (64) | (1) |
| –  financial investments: fair value total gains or  losses | 7 | — | — | — | — | — | — |
| –  exchange differences | (32) | 3 | (84) | (4) | — | (64) | (1) |
| Purchases | 1,027 | 2,488 | 447 | — | 723 | — | — |
| New issuances | — | — | — | — | — | 2,677 | — |
| Sales | (72) | (1,049) | (409) | — | (234) | — | — |
| Settlements2 | (588) | (335) | (1,785) | (610) | (406) | (602) | (330) |
| Transfers out3 | (204) | (277) | (17) | (683) | (29) | (2,172) | (1,075) |
| Transfers in3 | 34 | 508 | 35 | 589 | 92 | 983 | 772 |
| At 31 Dec 2024 | 1,079 | 3,570 | 1,082 | 1,882 | 624 | 2,962 | 2,355 |
| Unrealised gains/(losses) recognised in profit or loss  relating to assets and liabilities held at 31 Dec 2024 | — | (39) | 23 | (1,548) | (5) | (88) | (622) |
| –  trading expense excluding net interest income | — | (39) | — | (1,548) | (5) | — | (622) |
| –  net income/(expense) from other financial  instruments designated at fair value | — | — | 23 | — | — | (88) | — |
|  |  |  |  |  |  |  |  |
| At 1 Jan 2023 | 1,447 | 2,738 | 3,318 | 1,737 | 415 | 2,461 | 2,478 |
| Total gains/(losses) on assets and total (gains)/losses  on liabilities recognised in profit or loss | (1) | 189 | 8 | 851 | (268) | 60 | 1,008 |
| –  net income from financial instruments held for  trading or managed on a fair value basis | — | 189 | — | 851 | (268) | — | 1,008 |
| –  net income from assets and liabilities of insurance  businesses, including related derivatives, measured  at fair value through profit or loss | — | — | — | — | — | — | — |
| –  changes in fair value of other financial instruments  mandatorily measured at fair value through profit or  loss | — | — | 8 | — | — | 60 | — |
| –  gains less losses from financial investments at fair  value through other comprehensive income | (1) | — | — | — | — | — | — |
| Total gains/(losses) recognised in other  comprehensive income (‘OCI’)1 | (1) | (28) | (92) | (2) | — | (8) | (5) |
| –  financial investments: fair value gains/(losses) | 29 | — | — | — | — | — | — |
| –  exchange differences | (30) | (28) | (92) | (2) | — | (8) | (5) |
| Purchases | 51 | 1,004 | 305 | — | 233 | — | — |
| New issuances | — | 1 | — | — | 2 | 3,005 | — |
| Sales | (213) | (1,675) | (484) | — | (253) | (2) | — |
| Settlements | (38) | (79) | (72) | (1,009) | 138 | (1,169) | (1,295) |
| Transfers out | (451) | (561) | (120) | (233) | (30) | (660) | (339) |
| Transfers in | 113 | 461 | 19 | 479 | 15 | 271 | 488 |
| At 31 Dec 2023 | 907 | 2,050 | 2,882 | 1,823 | 252 | 3,958 | 2,335 |
| Unrealised (losses)/gains recognised in profit or loss  relating to assets and liabilities held at 31 Dec 2023 | — | — | (75) | 520 | — | (217) | (823) |
| –  trading income/(expense) excluding net interest  income | — | — | — | 520 | — | — | (823) |
| –  net income from other financial instruments  designated at fair value | — | — | (75) | — | — | (217) | — |

1Included in ‘financial investments: fair value gains/(losses)’ in the current year and ‘exchange differences’ in the consolidated statement of comprehensive

income.

2Includes a £2.5bn decrease from classification of the assets of our French Life Insurance business as assets held for sale.

3Includes £1.4bn of transfers out and £0.8bn of transfers in relating to enhancement of observability assessments on equity structured notes.

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts 2024 | 161 |

Transfers between levels of the fair value hierarchy are deemed to occur at the end of each quarterly reporting period. Transfers are primarily

attributable to changes in price transparency and in the assessment of observability.

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| Movement in Level 3 financial instruments (continued) | | | | | | | |
|  | Assets | | | | Liabilities | | |
|  | Financial  Investments | Trading  Assets | Designated and  otherwise  mandatorily  measured at fair  value through  profit or loss | Derivatives | Trading  Liabilities | Designated  at fair  value | Derivatives |
| The bank | £m | £m | £m | £m | £m | £m | £m |
| At 1 Jan 2024 | 55 | 1,842 | 65 | 1,952 | 252 | 2,635 | 2,348 |
| Total gains/(losses) on assets and total (gains)/  losses on liabilities recognised in profit or loss | — | 183 | 39 | 757 | 226 | (1,930) | 656 |
| –  net income from financial instruments held for  trading or managed on a fair value basis | — | 183 | — | 757 | 226 | (1,930) | 656 |
| –  changes in fair value of other financial  instruments mandatorily measured at fair value  through profit or loss | — | — | 39 | — | — | — | — |
| –  gains less losses from financial investments at  fair value through other comprehensive income | — | — | — | — | — | — | — |
| Total gains/(losses) recognised in other  comprehensive income (‘OCI’) 1 | — | 11 | (1) | — | — | — | 4 |
| –  financial investments: fair value gains/(losses) | — | — | — | — | — | — | — |
| –  exchange differences | — | 11 | (1) | — | — | — | 4 |
| Purchases | 6 | 2,479 | — | — | 723 | — | — |
| New issuances | — | — | — | — | — | 2,020 | — |
| Sales | — | (1,024) | (73) | — | (234) | — | — |
| Settlements | — | (325) | 69 | (627) | (406) | (85) | (298) |
| Transfers out2 | — | (240) | — | (716) | (29) | (1,538) | (1,101) |
| Transfers in2 | 10 | 507 | — | 557 | 92 | 630 | 746 |
| At 31 Dec 2024 | 71 | 3,433 | 99 | 1,923 | 624 | 1,732 | 2,355 |
| Unrealised gains/(losses) recognised in profit or loss  relating to assets and liabilities held at 31 Dec 2024 | — | (38) | — | (1,558) | (5) | (77) | (668) |
| –  trading expense excluding net interest income | — | (38) | — | (1,558) | (5) | — | (668) |
| –  net expense from other financial instruments  designated at fair value | — | — | — | — | — | (77) | — |
|  |  |  |  |  |  |  |  |
| At 1 Jan 2023 | 71 | 2,159 | 272 | 1,899 | 403 | 1,850 | 1,737 |
| Total gains/(losses) on assets and total (gains)/  losses on liabilities recognised in profit or loss | — | 192 | 22 | 1,025 | (271) | 13 | 1,222 |
| –  net income from financial instruments held for  trading or managed on a fair value basis | — | 192 | — | 1,025 | (271) | — | 1,222 |
| –  changes in fair value of other financial  instruments mandatorily measured at fair value  through profit or loss | — | — | 22 | — | — | 13 | — |
| –  gains less losses from financial investments at  fair value through other comprehensive income | — | — | — | — | — | — | — |
| Total gains/(losses) recognised in other  comprehensive income (‘OCI’)1 | — | (18) | (7) | — | — | — | — |
| –  financial investments: fair value gains/(losses) | — | — | — | — | — | — | — |
| –  exchange differences | — | (18) | (7) | — | — | — | — |
| Purchases | — | 930 | — | — | 233 | — | — |
| New issuances | — | — | — | — | — | 2,548 | — |
| Sales | — | (1,280) | (154) | — | (252) | — | — |
| Settlements | (1) | (72) | (69) | (1,192) | 154 | (1,580) | (746) |
| Transfers out | (15) | (490) | — | (287) | (30) | (449) | (400) |
| Transfers in | — | 421 | 1 | 507 | 15 | 253 | 535 |
| At 31 Dec 2023 | 55 | 1,842 | 65 | 1,952 | 252 | 2,635 | 2,348 |
| Unrealised gains/(losses) recognised in profit or loss  relating to assets and liabilities held at 31 Dec 2023 | — | — | (1) | 511 | — | (180) | (818) |
| –  trading income/(expense) excluding net interest  income | — | — | — | 511 | — | — | (818) |
| –  net expense from other financial instruments  designated at fair value | — | — | (1) | — | — | (180) | — |

1Included in ‘financial investments: fair value gains/(losses)’ in the current year and ‘exchange differences’ in the consolidated statement of comprehensive

income.

2Includes £1.3bn of transfers out and £0.6bn of transfers in relating to enhancement of observability assessments on equity structured notes.

Transfers between levels of the fair value hierarchy are deemed to occur at the end of each quarterly reporting period. Transfers are primarily

attributable to changes in price transparency and in the assessment of observability.

|  |  |
| --- | --- |
|  |  |
| 162 | HSBC Bank plc Annual Report and Accounts 2024 |

Notes on the financial statements

|  |
| --- |
|  |
|  |

Effect of changes in significant unobservable assumptions to reasonably

possible alternatives

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Sensitivity of Level 3 fair values to reasonably possible alternative assumptions | | | | | | | | |
|  | 2024 | | | | 2023 | | | |
|  | Reflected in  profit or loss | | Reflected in OCI | | Reflected in  profit or loss | | Reflected in OCI | |
|  | Favourable  changes | Unfavourable  changes | Favourable  changes | Unfavourable  changes | Favourable  changes | Unfavourable  changes | Favourable  changes | Unfavourable  changes |
| The group | £m | £m | £m | £m | £m | £m | £m | £m |
| Derivatives, trading assets and  trading liabilities1 | 348 | (197) | — | — | 478 | (225) | — | — |
| Designated and otherwise  mandatorily measured at fair value  through profit or loss | 319 | (115) | — | — | 193 | (194) | — | — |
| Financial investments | 17 | (16) | 13 | (15) | 10 | (9) | 23 | (25) |
| Year ended 31 Dec | 684 | (328) | 13 | (15) | 681 | (428) | 23 | (25) |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| The bank | | | | | | | | |
| Derivatives, trading assets and  trading liabilities1 | 354 | (202) | — | — | 478 | (225) | — | — |
| Designated and otherwise  mandatorily measured at fair value  through profit or loss | 135 | (23) | — | — | 11 | (11) | — | — |
| Financial investments | 1 | — | 6 | (6) | 1 | — | 6 | (6) |
| Year ended 31 Dec | 490 | (225) | 6 | (6) | 490 | (236) | 6 | (6) |

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

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Sensitivity of Level 3 fair values to reasonably possible alternative assumptions by instrument type | | | | | | | | |
|  | 2024 | | | | 2023 | | | |
|  | Reflected in  profit or loss | | Reflected in OCI | | Reflected in  profit or loss | | Reflected in OCI | |
|  | Favourable  changes | Unfavourable  changes | Favourable  changes | Unfavourable  changes | Favourable  changes | Unfavourable  changes | Favourable  changes | Unfavourable  changes |
|  | £m | £m | £m | £m | £m | £m | £m | £m |
| Private equity including strategic  investments | 310 | (106) | 10 | (10) | 182 | (184) | 6 | (6) |
| Asset-backed securities | 37 | (27) | 1 | (1) | 28 | (16) | 2 | (2) |
| Structured notes | 9 | (9) | — | — | 5 | (5) | — | — |
| Derivatives | 143 | (104) | — | — | 237 | (182) | — | — |
| Other portfolios | 185 | (82) | 2 | (4) | 229 | (41) | 15 | (17) |
| Total | 684 | (328) | 13 | (15) | 681 | (428) | 23 | (25) |

The sensitivity analysis for certain private equity positions has been enhanced in order to reduce dependency on historical observations and

focus on current valuation uncertainty, resulting in some increases in favourable sensitivities.

The sensitivity analysis aims to measure a range of fair values consistent with the application of a 95% confidence interval. Methodologies take

account of the nature of the valuation technique employed, as well as the availability and reliability of observable proxy and historical data.

When the fair value of a financial instrument is affected by more than one unobservable assumption, the above table reflects the most

favourable or the most unfavourable change from varying the assumptions individually.

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts 2024 | 163 |

Key unobservable inputs to Level 3 financial instruments

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Quantitative information about significant unobservable inputs in Level 3 valuations | | | | | | | | |
|  | Fair value | |  |  | 2024 | | 2023 | |
|  | Assets | Liabilities | Valuation  techniques | Key unobservable  inputs | Full range of  inputs | | Full range of  inputs | |
|  | £m | £m | Lower | Higher | Lower | Higher |
| Private equity including  strategic investments1 | 1,178 | 1 | Price - Net asset value | Current Value/Cost | 0 | 9 | See footnote 2 | |
| Asset-backed securities | 213 | — |  |  |  |  |  |  |
| –  collateralised loan/debt  obligation | 78 | — | Market proxy | Price | 0 | 97 | — | 94 |
| –  other ABSs | 135 | — | Market proxy | Price | 0 | 248 |  | 220 |
| Structured notes | — | 2,958 |  |  |  |  |  |  |
| –  equity-linked notes | — | 2,546 | Model – Option model | Equity Volatility | 9% | 49% | 6% | 154% |
|  | Equity Correlation | 15% | 100% | 35% | 100% |
| –  FX-linked notes | — | 16 | Model – Option model | FX Volatility | 3% | 17% | 1% | 18% |
| –  other structured notes | — | 396 |  |  |  |  |  |  |
| Derivatives | 1,882 | 2,355 |  |  |  |  |  |  |
| Interest rate derivatives: | 879 | 905 |  |  |  |  |  |  |
| –  securitisation swaps | 156 | 149 | Model – Discounted cash flow | Prepayment Rate | 5% | 10% | 5% | 10% |
| –  long-dated swaptions | 57 | 61 | Model – Option model | IR Volatility | 9% | 21% | 11% | 34% |
| –  other interest rate  derivatives | 666 | 695 |  |  |  |  |  |  |
| Foreign exchange derivatives: | 192 | 216 |  |  |  |  |  |  |
| –  Foreign exchange options | 166 | 191 | Model – Option model | FX Volatility | 1% | 26% | 3% | 31% |
| –  other foreign exchange  derivatives | 26 | 25 |  |  |  |  |  |  |
| Equity derivatives: | 507 | 490 |  |  |  |  |  |  |
| –  long-dated single stock  options | 115 | 114 | Model – Option model | Equity Volatility | 7% | 66% | 7% | 87% |
| –  other equity derivatives | 392 | 376 |  |  |  |  |  |  |
| Credit derivatives | 302 | 744 |  |  |  |  |  |  |
| –  total return swaps | 278 | 675 | Market proxy | Price | 0 | 104 | 0 | 104 |
| –  other credit derivatives | 24 | 69 |  |  |  |  |  |  |
| Other derivatives | 2 | — |  |  |  |  |  |  |
| Other portfolios | 4,340 | 627 |  |  |  |  |  |  |
| –  bonds | 1,929 | 22 | Market proxy | Price | 0 | 105 | 0 | 104 |
| –  repurchase agreements | 1,284 | 591 | Model – Discounted cash flow | IR Curve | 0% | 26% | 3% | 8% |
| –  other2 | 1,127 | 14 |  |  |  |  |  |  |
| At 31 Dec | 7,613 | 5,941 |  |  |  |  |  |  |

1‘Private equity including strategic investments’ includes private equity, private credit and private equity fund, primarily held as part of our Insurance business and

for strategic investments. The analysis for private equity positions has been enhanced with the range of key unobservable inputs now quoted.

2'Other' includes a range of asset holdings including loans and deposits, syndicated loans and infrastructure debt.

Private equity including strategic investments

The ‘private equity’ holdings include private equity investments and private equity funds held as limited partners. The key unobservable input is

the current value of the underlying positions, determined using valuation techniques in line with the International Capital Valuation Guidelines.

The inputs represented are an appropriate range of inputs normalised across different exposure types.

Prepayment rates

Prepayment rates are a measure of the anticipated future speed at which a loan portfolio will be repaid in advance of the due date. They vary

according to the nature of the loan portfolio and expectations of future market conditions, and may be estimated using a variety of evidence,

such as prepayment rates implied from proxy observable security prices, current or historical prepayment rates and macroeconomic modelling.

Market proxy

Market proxy pricing may be used for an instrument when specific market pricing is not available, but there is evidence from instruments with

common characteristics. In some cases, it might be possible to identify a specific proxy, but more generally evidence across a wider range of

instruments will be used to understand the factors that influence current market pricing and the manner of that influence.

Volatility

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

maturity of the option.

Certain volatilities, typically those of a longer-dated nature, are unobservable and estimated from observable data. The range of unobservable

volatilities reflects the wide variation in volatility inputs by reference market price. The core range is significantly narrower than the full range

because these examples with extreme volatilities occur relatively rarely within the HSBC portfolio.

|  |  |
| --- | --- |
|  |  |
| 164 | HSBC Bank plc Annual Report and Accounts 2024 |

Notes on the financial statements

|  |
| --- |
|  |
|  |

Correlation

Correlation is a measure of the inter-relationship between two market prices, and is expressed as a number between minus one and one. It is

used to value more complex instruments where the payout is dependent upon more than one market price. There is a wide range of

instruments for which correlation is an input, and consequently a wide range of both same-asset correlations and cross-asset correlations is

used. In general, the range of same-asset correlations will be narrower than the range of cross-asset correlations.

Unobservable correlations may be estimated based upon a range of evidence, including consensus pricing services, HSBC trade prices, proxy

correlations and examination of historical price relationships. The range of unobservable correlations quoted in the table reflects the wide

variation in correlation inputs by market price pair.

Credit spread

Credit spread is the premium over a benchmark interest rate required by the market to accept lower credit quality. In a discounted cash flow

model, the credit spread increases the discount factors applied to future cash flows, thereby reducing the value of an asset. Credit spreads may

be implied from market prices and may not be observable in more illiquid markets.

Inter-relationships between key unobservable inputs

Key unobservable inputs to Level 3 financial instruments may not be independent of each other. As described above, market variables may be

correlated. This correlation typically reflects the manner in which different markets tend to react to macroeconomic or other events.

Furthermore, the effect of changing market variables on the HSBC portfolio will depend on HSBC’s net risk position in respect of each variable.

|  |
| --- |
|  |
|  |

12Fair values of financial instruments not carried at fair value

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Fair values of financial instruments not carried at fair value and bases of valuation | | | | | |
|  |  | Fair value | | | |
|  | Carrying  amount | Quoted  market price  Level 1 | Observable  inputs  Level 2 | Significant  unobservable  inputs Level 3 | Total |
| The group | £m | £m | £m | £m | £m |
| At 31 Dec 2024 |  |  |  |  |  |
| Assets |  |  |  |  |  |
| Loans and advances to banks | 14,521 | — | 14,523 | — | 14,523 |
| Loans and advances to customers1 | 82,666 | — | — | 81,752 | 81,752 |
| Reverse repurchase agreements – non-trading | 53,612 | — | 53,614 | — | 53,614 |
| Financial investments – at amortised cost | 12,226 | 10,980 | 1,196 | — | 12,176 |
| Liabilities |  |  |  |  |  |
| Deposits by banks | 26,515 | — | 26,518 | — | 26,518 |
| Customer accounts | 242,303 | — | 242,320 | — | 242,320 |
| Repurchase agreements – non-trading | 40,384 | — | 40,385 | — | 40,385 |
| Debt securities in issue | 19,461 | — | 19,330 | 142 | 19,472 |
| Subordinated liabilities | 16,908 | — | 17,267 | — | 17,267 |
|  | | | | | |
| At 31 Dec 2023 |  |  |  |  |  |
| Assets |  |  |  |  |  |
| Loans and advances to banks | 14,371 | — | 14,371 | — | 14,371 |
| Loans and advances to customers | 75,491 | — | — | 74,904 | 74,904 |
| Reverse repurchase agreements – non-trading | 73,494 | — | 73,494 | — | 73,494 |
| Financial investments – at amortised cost | 8,861 | 7,173 | 1,660 | 4 | 8,837 |
| Liabilities |  |  |  |  |  |
| Deposits by banks | 22,943 | — | 22,950 | — | 22,950 |
| Customer accounts | 222,941 | — | 223,067 | — | 223,067 |
| Repurchase agreements – non-trading | 53,416 | — | 53,416 | — | 53,416 |
| Debt securities in issue | 13,443 | — | 13,320 | 138 | 13,458 |
| Subordinated liabilities | 14,920 | — | 15,219 | — | 15,219 |

1Includes retained portfolio of French home and other loans following the sale of retail banking operations in France, with carrying amount of £5.5bn (2023:

£6.2bn). We reclassified the portfolio to a hold-to-collect-and-sell business model from 1 January 2025 and will measure it prospectively from the first quarter of

2025 at fair value through other comprehensive income.We expect to recognise an estimated £0.8bn fair value pre-tax loss in other comprehensive income on

the remeasurement of these financial instruments. The valuation of this portfolio of loans may be substantially different in the event of a sale due to entity and

deal-specific factors, including funding costs and the value of customer relationships (refer Note 34 for details).

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts 2024 | 165 |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Fair values of selected financial instruments not carried at fair value and bases of valuation – assets and disposal groups held for sale | | | | | |
|  |  | Fair value | | | |
|  | Carrying  amount | Quoted  market price  Level 1 | Observable  inputs  Level 2 | Significant  unobservable  inputs Level 3 | Total |
|  | £m | £m | £m | £m | £m |
| At 31 Dec 2024 |  |  |  |  |  |
| Assets |  |  |  |  |  |
| Loans and advances to banks | 115 | — | 115 | — | 115 |
| Loans and advances to customers | 769 | — | — | 771 | 771 |
| Liabilities |  |  |  |  |  |
| Customer accounts | 4,288 | — | 4,288 | — | 4,288 |
| Debt securities in issue | — | — | — | — | — |
|  |  |  |  |  |  |
| At 31 Dec 2023 |  |  |  |  |  |
| Assets |  |  |  |  |  |
| Loans and advances to banks | 8,103 | — | 8,103 | — | 8,103 |
| Loans and advances to customers | 13,345 | — | — | 12,902 | 12,902 |
| Liabilities |  |  |  |  |  |
| Customer accounts | 17,587 | — | 17,587 | — | 17,587 |
| Debt securities in issue | 1,080 | — | 1,066 | — | 1,066 |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Fair values of financial instruments not carried at fair value and bases of valuation | | | | | |
|  |  | Fair value | | | |
|  | Carrying  amount | Quoted  market price  Level 1 | Observable  inputs  Level 2 | Significant  unobservable  inputs Level 3 | Total |
| The bank | £m | £m | £m | £m | £m |
| At 31 Dec 2024 |  |  |  |  |  |
| Assets |  |  |  |  |  |
| Loans and advances to banks | 12,730 | — | 12,778 | — | 12,778 |
| Loans and advances to customers | 30,916 | — | — | 30,897 | 30,897 |
| Reverse repurchase agreements – non-trading | 34,394 | — | 34,394 | — | 34,394 |
| Financial investments – at amortised cost | 14,217 | 7,695 | 6,521 | — | 14,216 |
| Liabilities |  |  |  |  |  |
| Deposits by banks | 19,355 | — | 19,355 | — | 19,355 |
| Customer accounts | 142,122 | — | 142,122 | — | 142,122 |
| Repurchase agreements – non-trading | 34,545 | — | 34,545 | — | 34,545 |
| Debt securities in issue | 12,668 | — | 12,683 | — | 12,683 |
| Subordinated liabilities | 16,874 | — | 17,291 | — | 17,291 |
|  |  |  |  |  |  |
| At 31 Dec 2023 |  |  |  |  |  |
| Assets |  |  |  |  |  |
| Loans and advances to banks | 11,670 | — | 11,688 | — | 11,688 |
| Loans and advances to customers | 32,443 | — | — | 32,359 | 32,359 |
| Reverse repurchase agreements – non-trading | 56,973 | — | 56,973 | — | 56,973 |
| Financial investments – at amortised cost | 12,029 | 5,738 | 6,328 | — | 12,066 |
| Liabilities |  |  |  |  |  |
| Deposits by banks | 18,775 | — | 18,796 | — | 18,796 |
| Customer accounts | 133,373 | — | 133,373 | — | 133,373 |
| Repurchase agreements – non-trading | 48,842 | — | 48,842 | — | 48,842 |
| Debt securities in issue | 7,353 | — | 7,372 | — | 7,372 |
| Subordinated liabilities | 14,658 | — | 15,015 | — | 15,015 |

Other financial instruments not carried at fair value are typically short-term in nature and reprice to current market rates frequently. Accordingly,

their carrying amount is a reasonable approximation of fair value. This includes cash and balances at central banks which is measured at

amortised cost.

Valuation

Fair value is an estimate of the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between

market participants at the measurement date. This may be different from the theoretical economic value attributed from an instrument's cash

flows over its expected future life. Our valuation methodologies and assumptions in determining fair values for which no observable market

prices are available may differ from those of other companies.

Loans and advances to banks and customers

To determine the fair value of loans and advances to banks and customers, loans are segregated, into portfolios of similar characteristics. Fair

values are based on observable market transactions, when available. When they are unavailable, fair values are estimated using valuation

models incorporating a range of input assumptions. These assumptions may include: value estimates from third-party brokers reflecting over-

the-counter trading activity; forward-looking discounted cash flow models, taking account of expected customer prepayment rates, using

assumptions that HSBC believes are consistent with those that would be used by market participants in valuing such loans; recent origination

|  |  |
| --- | --- |
|  |  |
| 166 | HSBC Bank plc Annual Report and Accounts 2024 |

Notes on the financial statements

|  |
| --- |
|  |
|  |

pricing for similar loans; and trading inputs from other market participants including observed primary and secondary trades. From time to time,

we may engage a third-party valuation specialist to measure the fair value of a pool of loans.

The fair value of loans reflects expected credit losses at the balance sheet date and estimates of market participants’ expectations of credit

losses over the life of the loans, and the fair value effect of repricing between origination and the balance sheet date. For credit impaired loans,

fair value is estimated by discounting the future cash flows over the time period they are expected to be recovered.

Financial investments

The fair values of listed financial investments are determined using bid market prices. The fair values of unlisted financial investments are

determined using valuation techniques that incorporate the prices and future earnings streams of equivalent quoted securities.

Deposits by banks and customer accounts

The fair values of on-demand deposits are approximated by their carrying amount. For deposits with longer-term maturities, fair values are

estimated using discounted cash flows, applying current rates offered for deposits of similar remaining maturities.

Debt securities in issue and subordinated liabilities

Fair values in debt securities in issue and subordinated liabilities are determined using quoted market prices at the balance sheet date where

available, or by reference to quoted market prices for similar instruments.

Repurchase and reverse repurchase agreements – non-trading

Fair values of repurchase and reverse repurchase agreements that are held on a non-trading basis provide approximate carrying amounts. This is

due to the fact that balances are generally short dated.

|  |
| --- |
|  |
|  |

13Financial assets designated and otherwise mandatorily measured at fair

value through profit or loss

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | The group | | The bank | |
| 2024 |  | 2023 | 2024 | 2023 |
|  | Designated at fair  value and otherwise  mandatorily  measured at fair  value | Designated at fair  value and otherwise  mandatorily  measured at fair  value | Designated at fair  value and otherwise  mandatorily  measured at fair  value | Designated at fair  value and otherwise  mandatorily  measured at fair  value |
|  | £m | £m | £m | £m |
| Securities | 5,739 | 16,027 | 209 | 162 |
| –  debt securities, treasury and other eligible bills | 515 | 2,131 | 106 | 97 |
| –  equity securities | 5,224 | 13,896 | 103 | 65 |
| Loans and advances to banks and customers | 2,874 | 2,814 | 3,080 | 2,791 |
| Other | 804 | 227 | 371 | 228 |
| At 31 Dec | 9,417 | 19,068 | 3,660 | 3,181 |

|  |
| --- |
|  |
|  |

14Derivatives

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Notional contract amounts and fair values of derivatives by product contract type | | | | | | | | |
|  | Notional contract amount | | Fair value – Assets | | | Fair value – Liabilities | | |
|  | Trading | Hedging | Trading | Hedging | Total | Trading | Hedging | Total |
| The group | £m | £m | £m | £m | £m | £m | £m | £m |
| Foreign exchange | 8,561,853 | 2,450 | 97,566 | 164 | 97,730 | (94,941) | (15) | (94,956) |
| Interest rate | 10,366,996 | 88,154 | 147,830 | 1,223 | 149,053 | (147,073) | (1,254) | (148,327) |
| Equities | 625,520 | — | 14,002 | — | 14,002 | (16,466) | — | (16,466) |
| Credit | 104,660 | — | 1,408 | — | 1,408 | (1,516) | — | (1,516) |
| Commodity and other | 93,617 | — | 2,457 | — | 2,457 | (2,295) | — | (2,295) |
| Offset (Note 28) |  |  |  |  | (66,478) |  |  | 66,478 |
| At 31 Dec 2024 | 19,752,646 | 90,604 | 263,263 | 1,387 | 198,172 | (262,291) | (1,269) | (197,082) |
|  | | | | | | | | |
| Foreign exchange | 6,601,151 | 1,799 | 68,197 | 62 | 68,259 | (66,691) | (17) | (66,708) |
| Interest rate | 9,113,678 | 75,080 | 154,860 | 856 | 155,716 | (151,077) | (1,116) | (152,193) |
| Equities | 543,083 | — | 11,503 | — | 11,503 | (13,937) | — | (13,937) |
| Credit | 115,062 | — | 1,099 | — | 1,099 | (1,356) | — | (1,356) |
| Commodity and other | 76,435 | — | 1,584 | — | 1,584 | (1,325) | — | (1,325) |
| Offset (Note 28) |  |  |  |  | (64,045) |  |  | 64,045 |
| At 31 Dec 2023 | 16,449,409 | 76,879 | 237,243 | 918 | 174,116 | (234,386) | (1,133) | (171,474) |

The notional contract amounts of derivatives held for trading purposes and derivatives designated in hedge accounting relationships indicate the

nominal value of transactions outstanding at the balance sheet date; they do not represent amounts at risk.

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts 2024 | 167 |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Notional contract amounts and fair values of derivatives by product contract type (continued) | | | | | | | | |
|  | Notional contract amount | | Fair value – Assets | | | Fair value – Liabilities | | |
|  | Trading | Hedging | Trading | Hedging | Total | Trading | Hedging | Total |
| The bank | £m | £m | £m | £m | £m | £m | £m | £m |
| Foreign exchange | 8,585,852 | 2,234 | 98,063 | 157 | 98,220 | (95,596) | (15) | (95,611) |
| Interest rate | 7,519,533 | 53,013 | 121,219 | 1,072 | 122,291 | (121,509) | (1,164) | (122,673) |
| Equities | 526,998 | — | 13,494 | — | 13,494 | (15,894) | — | (15,894) |
| Credit | 102,885 | — | 1,401 | — | 1,401 | (1,477) | — | (1,477) |
| Commodity and other | 92,703 | — | 2,458 | — | 2,458 | (2,296) | — | (2,296) |
| Offset |  |  |  |  | (54,206) |  |  | 54,206 |
| At 31 Dec 2024 | 16,827,971 | 55,247 | 236,635 | 1,229 | 183,658 | (236,772) | (1,179) | (183,745) |
|  | | | | | | | | |
| Foreign exchange | 6,529,223 | 1,791 | 67,809 | 62 | 67,871 | (66,018) | (17) | (66,035) |
| Interest rate | 6,726,879 | 47,943 | 118,308 | 728 | 119,036 | (116,658) | (1,051) | (117,709) |
| Equities | 483,877 | — | 11,312 | — | 11,312 | (13,532) | — | (13,532) |
| Credit | 112,436 | — | 1,090 | — | 1,090 | (1,328) | — | (1,328) |
| Commodity and other | 75,871 | — | 1,584 | — | 1,584 | (1,323) | — | (1,323) |
| Offset |  |  |  |  | (47,128) |  |  | 47,128 |
| At 31 Dec 2023 | 13,928,286 | 49,734 | 200,103 | 790 | 153,765 | (198,859) | (1,068) | (152,799) |

Use of derivatives

We undertake derivatives activity for three primary purposes: to create risk management solutions for clients, to manage the portfolio risks

arising from client business, and to manage and hedge our own risks.

Trading derivatives

Most of the group's derivative transactions relate to sales and trading activities. Sales activities include the structuring and marketing of

derivative products to customers to enable them to take, transfer, modify or reduce current or expected risks. Trading activities include market-

making and risk management. Market-making entails quoting bid and offer prices to other market participants for the purpose of generating

revenues based on spread and volume.

Risk management activity is undertaken to manage the risk arising from client transactions, with the principal purpose of retaining client margin.

Other derivatives classified as held for trading include non-qualifying hedging derivatives.

Substantially all of the group's derivatives entered into with subsidiaries are managed in conjunction with financial liabilities designated at fair

value.

Derivatives valued using models with unobservable inputs

The difference between the fair value at initial recognition (the transaction price) and the value that would have been derived had the valuation

techniques used for subsequent measurement been applied at initial recognition, less subsequent releases, is in the following table:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Unamortised balance of derivatives valued using models with unobservable inputs | | | | |
|  | The group | | The bank | |
|  | 2024 | 2023 | 2024 | 2023 |
|  | £m | £m | £m | £m |
| Unamortised balance at 1 Jan | 54 | 64 | 50 | 56 |
| Deferral on new transactions | 98 | 103 | 98 | 96 |
| Recognised in the income statement during the year: | (93) | (113) | (91) | (102) |
| –  amortisation | (53) | (60) | (51) | (51) |
| –  subsequent to unobservable inputs becoming observable | (15) | (6) | (15) | (6) |
| –  maturity, termination or offsetting derivative | (25) | (47) | (25) | (45) |
| –  risk hedged | — | — | — | — |
| Exchange differences and other | (1) | — | (1) | — |
| Unamortised balance at 31 Dec1 | 58 | 54 | 56 | 50 |

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

Hedge accounting derivatives

The group applies hedge accounting to manage the following risks: interest rate and foreign exchange. The Report of the Directors – Risk

presents more details on how these risks arise and how they are managed by the group.

Hedged risk components

HSBC designates a portion of cash flows of a financial instrument or a group of financial instruments for a specific interest rate or foreign

currency risk component in a fair value or cash flow hedge. The designated risks and portions are either contractually specified or otherwise

separately identifiable components of the financial instrument that are reliably measurable. Risk-free or benchmark interest rates generally are

regarded as being both separately identifiable and reliably measurable, except for the Interest Rate Benchmark Reform Phase 2 transition where

HSBC designates Alternative Benchmark Rates as the hedged risk which may not have been separately identifiable upon initial designation,

provided HSBC reasonably expects it will meet the requirement within 24 months from the first designation date. The designated risk

component accounts for a significant portion of the overall changes in fair value or cash flows of the hedged item(s).

|  |  |
| --- | --- |
|  |  |
| 168 | HSBC Bank plc Annual Report and Accounts 2024 |

Notes on the financial statements

|  |
| --- |
|  |
|  |

Fair value hedges

The group enters into fixed-for-floating-interest-rate swaps to manage the exposure to changes in fair value due to movements in market

interest rates on certain fixed rate financial instruments which are not measured at fair value through profit or loss, including debt securities held

and issued.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Hedging instrument by hedged risk | | | | | |
|  | Hedging instrument | | | | |
|  |  | Carrying amount | |  |  |
| The group | Notional amount1 | Assets | Liabilities | Balance sheet  presentation | Change in fair value2 |
| Hedged risk | £m | £m | £m | £m |
| Interest rate3 | 34,493 | 1,196 | (1,249) | Derivatives | 208 |
| At 31 Dec 2024 | 34,493 | 1,196 | (1,249) |  | 208 |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| Interest rate3 | 32,750 | 849 | (1,078) | Derivatives | (359) |
| At 31 Dec 2023 | 32,750 | 849 | (1,078) |  | (359) |

1The notional contract amounts of derivatives designated in qualifying hedge accounting relationships indicate the nominal value of transactions outstanding at the

balance sheet date; they do not represent amounts at risk.

2Used in effectiveness testing; comprising the full fair value change of the hedging instrument not excluding any component.

3The hedged risk ‘interest rate’ includes inflation risk.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Hedged item by hedged risk | | | | | | | | |
|  | Hedged item | | | | | | Ineffectiveness | |
|  | Carrying amount | | Accumulated fair value  hedge adjustments  included in carrying  amount2 | |  | Change in  fair value1 | Recognised  in profit and  loss | Profit and  loss  presentation |
| The group | Assets | Liabilities | Assets | Liabilities | Balance sheet  presentation |
| Hedged risk | £m | £m | £m | £m | £m | £m |
| Interest rate3 | 24,848 | — | (224) | — | Financial assets at fair value  through other  comprehensive income | (81) | 15 | Net income  from financial  instruments  held for  trading or  managed on a  fair value  basis |
| 412 | — | (7) | — | Loans and advances to  customers | 12 |
| — | — | — | — | Reverse Repos | — |
| — | 333 | — | 12 | Debt securities in issue | 2 |
| — | 7,383 | — | (392) | Subordinated liabilities and  deposits by banks4 | (126) |
| At 31 Dec 2024 | 25,260 | 7,716 | (231) | (380) |  | (193) | 15 |  |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |
| Interest rate3 | 22,540 | — | (179) | — | Financial assets at fair  value through other  comprehensive income | 672 | 21 | Net income  from financial  instruments  held for trading  or managed on  a fair value  basis |
| 650 | — | (17) | — | Loans and advances to  customers | 19 |
| — | — | — | — | Reverse Repos | 12 |
| — | 1,320 | — | (155) | Debt securities in issue | (51) |
| — | 6,414 | — | (369) | Subordinated liabilities and  deposits by banks4 | (272) |
| At 31 Dec 2023 | 23,190 | 7,734 | (196) | (524) |  | 380 | 21 |  |

1Used in effectiveness assessment; comprising amount attributable to the designated hedged risk that can be a risk component.

2The accumulated amounts of fair value adjustments remaining in the statement of financial position for hedged items that have ceased to be adjusted for

hedging gains and losses were £(15)m (2023: £(3)m) for 'Financial assets at fair value through other comprehensive income', is nil (2023: nil) for 'Deposits by

banks',£(54)m (2023: nil) for 'Subordinated liabilities' and £7m (2023: £7m) for 'Debt securities in issue'.

3The hedged risk ‘interest rate’ includes inflation risk.

4The notional amount of non-dynamic fair value hedges was £6,574m (2023: £6,755m) of which the weighted-average maturity is June 2026 and the weighted

average swap rate is 0.39% (2023: 0.39%). £6,574m (2023: £6,755m) of these hedges are internal to HSBC Group and composed by internal funding between

HSBC Holdings and the group.

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts 2024 | 169 |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Hedging instrument by hedged risk | | | | | |
|  | Hedging instrument | | | | |
|  |  | Carrying amount | |  | Change in fair value2 |
| The bank | Notional amount1 | Assets | Liabilities | Balance sheet  presentation |
| Hedged risk | £m | £m | £m | £m |
| Interest rate3 | 21,400 | 1,045 | (1,161) | Derivatives | 287 |
| At 31 Dec 2024 | 21,400 | 1,045 | (1,161) |  | 287 |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| Interest rate3 | 22,455 | 724 | (1,033) | Derivatives | (34) |
| At 31 Dec 2023 | 22,455 | 724 | (1,033) |  | (34) |

1The notional contract amounts of derivatives designated in qualifying hedge accounting relationships indicate the nominal value of transactions outstanding at the

balance sheet date; they do not represent amounts at risk.

2Used in effectiveness testing; comprising the full fair value change of the hedging instrument not excluding any component.

3The hedged risk ‘interest rate’ includes inflation risk.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Hedged item by hedged risk | | | | | | | | |
|  | Hedged item | | | | | | Ineffectiveness | |
|  | Carrying amount | | Accumulated fair value  hedge adjustments  included in carrying  amount2 | |  | Change in  fair value1 | Recognised  in profit and  loss |  |
| The bank | Assets | Liabilities | Assets | Liabilities | Balance sheet  presentation | Profit and  loss  presentation |
| Hedged risk | £m | £m | £m | £m | £m | £m |
| Interest rate3 | 12,312 | — | (172) | — | Financial assets at fair  value through other  comprehensive income | (149) | 18 | Net income  from financial  instruments  held for  trading  or managed on  a fair value  basis |
| 53 | — | (1) | — | Loans and advances to  customers | 1 |
|  |  |  |  | HTC (Amortised Cost) | — |
| — | — | — | — | Reverse Repos | — |
| — | 305 | — | 15 | Debt securities in issue | 2 |
| — | 7,383 | — | (392) | Subordinated liabilities  and deposits by banks4 | (123) |
| At 31 Dec 2024 | 12,365 | 7,688 | (173) | (377) |  | (269) | 18 |  |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |
| Interest rate3 | 13,352 | — | (36) | — | Financial assets at fair  value through other  comprehensive income | 383 | 28 | Net income  from financial  instruments  held for trading  or managed on  a fair value  basis |
| 71 | — | (2) | — | Loans and advances to  customers | 2 |
| — | — | — | — | Reverse Repos | — |
| — | 1,292 | — | (150) | Debt securities in issue | (51) |
| — | 6,414 | — | (369) | Subordinated liabilities  and deposits by banks4 | (272) |
| At 31 Dec 2023 | 13,423 | 7,706 | (38) | (519) |  | 62 | 28 |  |

1Used in effectiveness assessment; comprising amount attributable to the designated hedged risk that can be a risk component.

2The accumulated amounts of fair value adjustments remaining in the statement of financial position for hedged items that have ceased to be adjusted for

hedging gains and losses were £(3)m (2023: £(3)m) for 'Financial assets at fair value through other comprehensive income', nil (2023: nil) for 'Deposits by banks',

£(54)m (2023: nil) for 'Subordinated liabilities' and £10m (2023: £11m) for 'Debt securities in issue'.

3The hedged risk ‘interest rate’ includes inflation risk.

4The notional amount of non-dynamic fair value hedges was £6,574m (2023: £6,755m), of which the weighted-average maturity is June 2026 and the weighted

average swap rate is 0.39% (2023: 0.39%). Those hedges are internal to HSBC Group and composed by internal funding between HSBC Holdings and the group.

Cash flow hedges

The group's cash flow hedging instruments consist principally of interest rate swaps and cross-currency swaps that are used to manage the

variability in future interest cash flows of non-trading financial assets and liabilities, arising due to changes in market interest rates and foreign-

currency basis.

The group applies macro cash flow hedging for interest-rate risk exposures on portfolios of replenishing current and forecasted issuances of

non-trading assets and liabilities that bear interest at variable rates, including rolling such instruments. The amounts and timing of future cash

flows, representing both principal and interest flows, are projected for each portfolio of financial assets and liabilities on the basis of their

contractual terms and other relevant factors, including estimates of prepayments and defaults. The aggregate cash flows representing both

principal balances and interest cash flows across all portfolios are used to determine the effectiveness and ineffectiveness. Macro cash flow

hedges are considered to be dynamic hedges.

The group also hedges the variability in future cash-flows on foreign-denominated financial assets and liabilities arising due to changes in foreign

exchange market rates with cross-currency swaps; these are considered dynamic hedges.

|  |  |
| --- | --- |
|  |  |
| 170 | HSBC Bank plc Annual Report and Accounts 2024 |

Notes on the financial statements

|  |
| --- |
|  |
|  |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Hedging instrument by hedged risk4 | | | | | | | | |
|  | Hedging instrument | | | | | Hedged item | Ineffectiveness | |
|  |  | Carrying amount | |  | Change in  fair value2 | Change in  fair value3 | Recognised  in profit and  loss | Profit and  loss  presentation |
| The group | Notional  amount1 | Assets | Liabilities | Balance  sheet  presentation |
| Hedged risk | £m | £m | £m | £m | £m | £m |
| Foreign exchange | 2,450 | 164 | (15) | Derivatives | 177 | 177 | — | Net income  from financial  instruments  held for  trading or  managed on a  fair value basis |
| Interest rate | 53,661 | 27 | (5) | (566) | (573) | 7 |
| At 31 Dec 2024 | 56,111 | 191 | (20) |  | (389) | (396) | 7 |  |
|  |  |  |  |  |  |  |  |  |
| Foreign exchange | 1,799 | 62 | (17) | Derivatives | 109 | 109 | — | Net income  from financial  instruments  held for trading  or managed on  a fair value basis |
| Interest rate | 42,332 | 7 | (38) | 522 | 505 | 17 |
| At 31 Dec 2023 | 44,131 | 69 | (55) |  | 631 | 614 | 17 |  |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | Hedging instrument | | | | | Hedged item | Ineffectiveness | |
|  |  | Carrying amount | |  | Change in  fair value2 | Change in  fair value3 | Recognised  in profit and  loss | Profit and  loss  presentation |
| The bank | Notional  amount1 | Assets | Liabilities | Balance  sheet  presentation |
| Hedged risk | £m | £m | £m | £m | £m | £m |
| Foreign exchange | 2,234 | 157 | (15) | Derivatives | 177 | 177 | — | Net income  from financial  instruments  held for  trading or  managed on a  fair value basis |
| Interest rate | 31,613 | 27 | (3) | (482) | (481) | (1) |
| At 31 Dec 2024 | 33,847 | 184 | (18) | (305) | (304) | (1) |  |
|  |  |  |  |  |  |  |  |  |
| Foreign exchange | 1,791 | 62 | (17) | Derivatives | 108 | 108 | — | Net income  from financial  instruments  held for trading  or managed on  a fair value basis |
| Interest rate | 25,488 | 4 | (18) | 310 | 310 | — |
| At 31 Dec 2023 | 27,279 | 66 | (35) |  | 418 | 418 | — |  |

1 The notional contract amounts of derivatives designated in qualifying hedge accounting relationships indicate the nominal value of transactions outstanding at the

balance sheet date; they do not represent amounts at risk.

2 Used in effectiveness testing; comprising the full fair value change of the hedging instrument not excluding any component.

3 Used in effectiveness assessment; comprising amount attributable to the designated hedged risk that can be a risk component.

4 The amounts in the above table predominantly represent the bank's exposure.

Sources of hedge ineffectiveness may arise from basis risk including, but not limited to timing differences between the hedged items and

hedging instruments, and hedges using instruments with a non-zero fair value.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Reconciliation of equity and analysis of other comprehensive income by risk type | | |
|  | Interest rate | Foreign  exchange |
|  | £m | £m |
| Cash flow hedging reserve at 1 Jan 2024 | (305) | (25) |
| Fair value (losses)/gains | (573) | 177 |
| Fair value losses/(gains) reclassified from cash flow hedge reserve to income statement in respect of: |  |  |
| –  hedged items that have affected profit or loss | 695 | (159) |
| Income taxes | (39) | — |
| Other | 2 | — |
| Cash flow hedging reserve at 31 Dec 2024 | (220) | (7) |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Cash flow hedging reserve at 1 Jan 2023 | (901) | (49) |
| Fair value gains | 505 | 109 |
| Fair value losses/(gains) reclassified from cash flow hedge reserve to income statement in respect of: |  |  |
| –  hedged items that have affected profit or loss | 382 | (83) |
| Income taxes | (252) | — |
| Other | (39) | (2) |
| Cash flow hedging reserve at 31 Dec 2023 | (305) | (25) |

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts 2024 | 171 |

15Financial investments

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Carrying amount of financial investments | | | | |
|  | The group | | The bank | |
|  | 2024 | 2023 | 2024 | 2023 |
|  | £m | £m | £m | £m |
| Financial investments measured at fair value through other comprehensive  income | 39,990 | 37,507 | 20,033 | 16,362 |
| –  treasury and other eligible bills | 3,826 | 1,469 | 2,496 | 540 |
| –  debt securities | 35,709 | 35,618 | 17,482 | 15,767 |
| –  equity securities | 118 | 80 | 55 | 55 |
| –  other instruments1 | 337 | 340 | — | — |
| Debt instruments measured at amortised cost | 12,226 | 8,861 | 14,217 | 12,029 |
| –  treasury and other eligible bills | — | 723 | — | 719 |
| –  debt securities2 | 12,226 | 8,138 | 14,217 | 11,310 |
| At 31 Dec | 52,216 | 46,368 | 34,250 | 28,391 |

1'Other instruments’ are comprised of loans and advances.

2The £6.5bn (2023: £5.7bn) of debt securities in the bank relates to Senior Non-Preferred debt issued by HSBC Continental Europe to comply with Single

Resolution Board requirements on Minimum Required Eligible Liabilities.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Equity instruments measured at fair value through other comprehensive income | | |
|  | Instruments held at year end | |
|  | Fair  value | Dividends  recognised |
| Type of equity instruments | £m | £m |
| Business facilitation | 64 | 1 |
| Investments required by central institutions | 13 | — |
| Others | 41 | 1 |
| At 31 Dec 2024 | 118 | 2 |
|  |  |  |
| Business facilitation | 68 | 1 |
| Investments required by central institutions | 12 | — |
| Others | — | — |
| At 31 Dec 2023 | 80 | 1 |

|  |
| --- |
|  |
|  |

16Assets pledged, collateral received and assets transferred

Assets pledged1

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Financial assets pledged as collateral | | | | |
|  | The group | | The bank | |
|  | 2024 | 2023 | 2024 | 2023 |
|  | £m | £m | £m | £m |
| Treasury bills and other eligible securities | 1,269 | 1,252 | 108 | 720 |
| Loans and advances to banks | 5,500 | 3,800 | 5,500 | 3,800 |
| Loans and advances to customers | 1,753 | 3,861 | — | — |
| Debt securities | 17,723 | 21,060 | 10,983 | 10,539 |
| Equity securities | 42,189 | 27,610 | 42,004 | 27,096 |
| Cash collateral | 41,179 | 39,266 | 31,662 | 29,836 |
| Other | 805 | 228 | 371 | 228 |
| Assets pledged at 31 Dec | 110,418 | 97,077 | 90,628 | 72,219 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Financial assets pledged as collateral which the counterparty has the right to sell or repledge | | | | |
|  | The group | | The bank | |
|  | 2024 | 2023 | 2024 | 2023 |
|  | £m | £m | £m | £m |
| Trading assets | 56,664 | 44,072 | 49,093 | 35,168 |
| Financial investments | 2,120 | 2,606 | 1,587 | 902 |
| At 31 Dec | 58,784 | 46,678 | 50,680 | 36,070 |
|  |  |  |  |  |

Assets pledged as collateral include all assets categorised as encumbered in the disclosure on page 80, except for assets held for sale.

The value of assets pledged to secure liabilities may be greater than the book value of assets utilised as collateral. For example, in the case of

securitisations and covered bonds, the amount of liabilities issued, plus mandatory over-collateralisation, is less than the book value of the pool

of assets available for use as collateral. This is also the case where assets are placed with a custodian or a settlement agent that has a floating

charge over all the assets placed to secure any liabilities under settlement accounts.

These transactions are conducted under terms that are usual and customary to collateralised transactions including, where relevant, standard

securities lending and borrowing, repurchase agreements and derivative margining. The group places both cash and non-cash collateral in

relation to derivative transactions.

|  |  |
| --- | --- |
|  |  |
| 172 | HSBC Bank plc Annual Report and Accounts 2024 |

Notes on the financial statements

|  |
| --- |
|  |
|  |

Collateral received1

The fair value of assets accepted as collateral, relating primarily to standard securities lending, reverse repurchase agreements and derivative

margining, that the group is permitted to sell or repledge in the absence of default was £229,236m (2023: £224,836m) (the bank: 2024:

£195,638m; 2023: £191,832m). The fair value of any such collateral sold or repledged was £172,606m (2023: £175,100m) (the bank: 2024:

£153,025m; 2023: £147,131m).

The group is obliged to return equivalent securities. These transactions are conducted under terms that are usual and customary to standard

securities lending, reverse repurchase agreements and derivative margining.

Assets transferred1

The assets pledged include transfers to third parties that do not qualify for derecognition, including secured borrowings such as debt securities

held by counterparties as collateral under repurchase agreements and equity securities lent under securities lending agreements, as well as

swaps of equity and debt securities. For secured borrowings, the transferred asset collateral continues to be recognised in full and a related

liability, reflecting the group’s obligation to repurchase the assets for a fixed price at a future date, is also recognised on the balance sheet.

Where securities are swapped, the transferred asset continues to be recognised in full. There is no associated liability as the non-cash collateral

received is not recognised on the balance sheet. The group is unable to use, sell or pledge the transferred assets for the duration of these

transactions, and remains exposed to interest rate risk and credit risk on these pledged assets. The counterparty’s recourse is not limited to the

transferred assets.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Transferred financial assets not qualifying for full derecognition and associated financial liabilities | | |
|  | Carrying amount of: | |
|  | Transferred  assets | Associated  liabilities |
| The group | £m | £m |
| At 31 Dec 2024 |  |  |
| Repurchase agreements | 14,206 | 13,992 |
| Securities lending agreements | 44,578 | 5,150 |
|  | | |
| At 31 Dec 2023 |  |  |
| Repurchase agreements | 16,215 | 16,114 |
| Securities lending agreements | 30,463 | 3,707 |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| The bank |  |  |
| At 31 Dec 2024 |  |  |
| Repurchase agreements | 6,174 | 6,174 |
| Securities lending agreements | 44,506 | 5,236 |
|  | | |
| At 31 Dec 2023 |  |  |
| Repurchase agreements | 5,968 | 5,968 |
| Securities lending agreements | 30,102 | 3,748 |

1Exclude assets classified as held for sale.

|  |
| --- |
|  |
|  |

17Interests in associates and joint ventures

Principal associates of the group

Business Growth Fund Group plc (‘BGF’) is a principal associate of the group. BGF is an independent company, established in 2011 to provide

investment to growing small to medium-sized British businesses. BGF is backed by five of the UK’s main banking groups: Barclays, HSBC,

Lloyds, RBS and Standard Chartered. At 31 Dec 2024, the group had a  24.62% interest in the equity capital of BGF. Share of Profit/(loss) in BGF

is £27m (2023: £(6)m; 2022: £(22)m) and carrying amount of interest in BGF is £678m (2023: £652m; 2022: £673m).

Interests in joint ventures

A list of all associates is set out on page [197](#i91d85b5d2bd54381b5135a62fd7ba66a_1146).

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts 2024 | 173 |

18Investments in subsidiaries

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Main subsidiaries of HSBC Bank plc1 | | | |
|  | At 31 Dec 2024 | | |
|  | Country of  incorporation or  registration | HSBC Bank plc’s  interest in equity  capital | Share class |
|  | % |
| HSBC Investment Bank Holdings Limited | England and Wales | 100.00 | £1 Ordinary |
| HSBC Life (UK) Limited | England and Wales | 100.00 | £1 Ordinary |
| HSBC Private Bank (Suisse) SA2 | Switzerland | 100.00 | CHF1000 Ordinary |
| HSBC Bank Bermuda Limited | Bermuda | 100.00 | BM$1 Ordinary |
| HSBC Continental Europe | France | 99.99 | €5 Actions |
| HSBC Assurances Vie (France) | France | 99.99 | €287.5 Actions |
| HSBC Bank Malta p.l.c | Malta | 70.03 | €0.3 Ordinary |

1Main subsidiaries are either held directly or indirectly via intermediate holding companies. There have been no material changes in HSBC’s shareholding for its

main existing subsidiaries since 2023.

2During 2024, HSBC Bank plc acquired HSBC Private Bank (Suisse) SA ('PBRS') from HSBC Private Banking Holdings (Suisse) SA ('PBSU').

All the above prepare their financial statements up to 31 December. Details of all group subsidiaries, as required under Section 409 of the

Companies Act 2006, are set out in Note 36. The principal countries of operation are the same as the countries of incorporation.

Impairment testing of investments in subsidiaries

At each reporting period end, HSBC Bank plc reviews investments in subsidiaries for indicators of impairment. An impairment is recognised

when the carrying amount exceeds the recoverable amount for that investment. The recoverable amount is the higher of the investment’s fair

value less costs of disposal and its value-in-use ('VIU'), in accordance with the requirements of IAS 36. The VIU is calculated by discounting

management’s cash flow projections for the investment. The cash flows represent the Free Cash Flows ('FCF') based on the subsidiary’s

binding capital requirements.

We used a number of assumptions in our VIU calculation, in accordance with the requirements of IAS 36:

– Management’s judgement in estimating future cash flows: The cash flow projections for each investment are based on the latest approved

plans, which include forecast capital available for distribution based on the capital requirements of the subsidiary, taking into account

minimum and core capital requirements and factoring in reasonably possible uncertainties. For the impairment test at 31 December 2024,

cash flow projections until the end of 2029 were considered in line with our internal planning horizon. Our cash flow projections include

known and observable climate-related opportunities and costs associated with our sustainable products and operating model.

– Long-term growth rates: The long-term growth rate is used to extrapolate the free cash flows in perpetuity because of the long-term

perspective of the legal entity. The growth rate reflects long-term inflation for the country or territory within which the investment operates.

– Discount rates: The rate used to discount the cash flows is based on the cost of capital assigned to each investment, which is derived using

a capital asset pricing model (‘CAPM’) and market implied cost of equity. CAPM depends on a number of inputs reflecting financial and

economic variables, including the risk-free rate and a premium to reflect the inherent risk of the business being evaluated. These variables

are based on the market’s assessment of the economic variables and management’s judgement. The discount rates for each investment are

refined to reflect the rates of inflation for the countries or territories within which the investment operates. In addition, for the purposes of

testing investments for impairment, management supplements this process by comparing the discount rates derived using the internally

generated CAPM, with cost of capital rates produced by external sources for businesses operating in similar markets. The impacts from

climate risk are included to the extent that they are observable in discount rates and asset prices.

During 2024, an additional investment of £1.5bn was made in HSBC Continental Europe. In the fourth quarter of 2024, an impairment of £0.9bn

was recognised as a result of the impairment test performed which relates to the investment in the subsidiary, i.e., HSBC Continental Europe.

This was due to updates to inputs and assumptions in the model used to estimate VIU and reduction in forecast free cash flows, resulting from

the held for sale classification of the French life insurance business, HSBC Assurances Vie (France), as well as interest rates reduction in the

eurozone. No investments in subsidiaries were impaired in 2023.

In February 2024, HSBC Bank plc acquired PBRS from PBSU and invested £1,132m.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Impairment test results | | | | | |
| Investment | Carrying amount | Value in use | Discount rate | Long-term growth  rate | (Impairment)/  Headroom |
| HSBC Continental Europe | £m | £m | % | % | £m |
| At 31 Dec 20241 | 11,558 | 10,886 | 9.53 | 1.87 | (672) |
| At 31 Dec 2023 | 10,117 | 11,668 | 9.17 | 1.79 | 1,551 |

12024 carrying amount does not include impairment of £0.9bn which was recognised in the fourth quarter of 2024.

|  |  |
| --- | --- |
|  |  |
| 174 | HSBC Bank plc Annual Report and Accounts 2024 |

Notes on the financial statements

|  |
| --- |
|  |
|  |

Sensitivities of key assumptions in calculating VIU

At 31 December 2024, the investment in HSBC Continental Europe was sensitive to reasonably possible changes in the key assumptions

supporting the recoverable amount.

In making an estimate of reasonably possible changes to assumptions, management considers the available evidence in respect of each input to

the model. These include the external range of observable discount rates, historical performance against forecast, and risks attached to the key

assumptions underlying cash flow.

The following table presents a summary of the key assumptions underlying the most sensitive inputs to the model for HSBC Continental

Europe, the key risks attaching to each, and details of a reasonably possible change to assumptions where, in the opinion of management, could

result in a change in VIU.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Reasonably possible changes in key assumptions | | | | |
|  | Input | Key assumptions | Associated risks | Reasonably possible change |
| Investment | | | | |
| HSBC Continental  Europe | Free Cash  Flows  projections | – Level of interest rates and yield curves.  – Competitors’ positions within the market. | – Strategic actions relating to  revenue and costs are not  achieved. | – FCF projections decrease by  10%. |
|  | Discount rate | – Discount rate used is a reasonable  estimate of a suitable market rate for the  profile of the business. | – External evidence arises to  suggest that the rate used is not  appropriate to the business. | – Discount rate increases by  1%. |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Sensitivity of VIU to reasonably possible changes in key assumptions | | |
| In £m | At 31 Dec 2024 | At 31 Dec 2023 |
| HSBC Continental Europe |  |  |
| VIU | 10,886 | 11,668 |
| Impact on VIU |  |  |
| 100bps decrease in the discount rate – single variable1 | 1,103 | 1,494 |
| 100bps increase in the discount rate – single variable 1 | (858) | (1,140) |
| 10% decrease in forecast profitability – single variable1 | (1,015) | (442) |

1The recoverable amount of HSBC Bank plc represents the aggregate of recoverable amounts of the underlying subsidiaries. Single variable sensitivity analysis on

a single subsidiary may therefore not be representative of the aggregate impact of the change in the variable.

|  |
| --- |
|  |
|  |

19Structured entities

The group is mainly involved with both consolidated and unconsolidated structured entities through the securitisation of financial assets,

conduits and investment funds, established either by the group or a third party.

Consolidated structured entities

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Total assets of the group’s consolidated structured entities, split by entity type | | | | | |
|  | Conduits | Securitisations | HSBC managed  funds | Other | Total |
|  | £m | £m | £m | £m | £m |
| At 31 Dec 2024 | 1,882 | 168 | 4,159 | 248 | 6,457 |
| At 31 Dec 2023 | 2,809 | 180 | 4,272 | 398 | 7,659 |

Conduits

The group has established and manages two types of conduits: securities investment conduits (‘SICs’) and multi-seller conduits.

Securities investment conduits

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

At 31 December 2024, Solitaire, the group's principal SIC held £0.6bn of ABSs (2023: £0.8bn). It is currently funded entirely by commercial

paper (‘CP’) issued to the group. At 31 December 2024, the group held £0.8bn of CP (2023: £1.0bn).

Multi-seller conduits

The group's multi-seller conduit was established to provide access to flexible market-based sources of finance for its clients. Currently, the

group bears risk equal to transaction-specific facility offered to the multi-seller conduits, amounting to £3.0bn at 31 December 2024 (2023:

£4.2bn). First loss protection is provided by the originator of the assets, and not by the group, through transaction-specific credit enhancements.

A layer of loss protection is provided by the group in the form of programme-wide enhancement facilities.

Securitisations

The group uses structured entities to securitise customer loans and advances it originates in order to diversify its sources of funding for asset

origination and capital efficiency purposes. The loans and advances are transferred by HSBC to the structured entities for cash or synthetically,

and the structured entities issue debt securities to investors. Where synthetic securitisations are used, the credit risk associated with the loan

portfolio of assets is transferred to the structured entities through loan portfolio financial guarantees.

HSBC managed funds

The group together with other HSBC entities has established a number of money market and non-money market funds. Where it is deemed to

be acting as principal rather than agent in its role as investment manager, the group controls these funds.

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| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts 2024 | 175 |

Other

The group has entered into a number of transactions in the normal course of business, which include asset and structured finance transactions

where it has control of the structured entity. In addition, the group is deemed to control a number of third-party managed funds through its

involvement as a principal in the funds.

Unconsolidated structured entities

The term ‘unconsolidated structured entities’ refers to all structured entities not controlled by 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.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Nature and risks associated with the group’s interests in unconsolidated structured entities | | | | | |
|  | Securitisations | HSBC  managed  funds | Non-HSBC  managed  funds | Other | Total |
| Total asset values of the entities (£m) |  |  |  |  |  |
| 0 – 400 | 1 | 128 | 934 | 11 | 1,074 |
| 400 – 1,500 | — | 39 | 711 | 1 | 751 |
| 1,500 – 4,000 | — | 17 | 264 | — | 281 |
| 4,000 – 20,000 | — | 17 | 119 | — | 136 |
| 20,000+ | — | 1 | 14 | — | 15 |
| Number of entities at 31 Dec 2024 | 1 | 202 | 2,042 | 12 | 2,257 |
|  | | | | | |
|  | £m | £m | £m | £m | £m |
| Total assets in relation to the group's interests in the  unconsolidated structured entities | 43 | 6,159 | 3,810 | 721 | 10,733 |
| –  trading assets | — | 1 | 38 | — | 39 |
| –  financial assets designated and otherwise mandatorily  measured at fair value through profit or loss | — | 2,942 | 1,514 | — | 4,456 |
| –  loans and advances to customers | 43 | — | 547 | 311 | 901 |
| –  financial investments | — | 5 | — | — | 5 |
| –  assets held for sale | — | 3,211 | 1,711 | — | 4,922 |
| –  other assets | — | — | — | 410 | 410 |
| Total liabilities in relation to the group’s interests in the  unconsolidated structured entities | — | 6 | — | — | 6 |
| Other off-balance sheet commitments | 13 | — | 556 | — | 569 |
| The group's maximum exposure at 31 Dec 2024 | 56 | 6,153 | 4,366 | 721 | 11,296 |
|  |  |  |  |  |  |
| Total asset values of the entities (£m) |  |  |  |  |  |
| 0 – 400 | 1 | 154 | 977 | 13 | 1,145 |
| 400 – 1,500 | 1 | 50 | 874 | 1 | 926 |
| 1,500 – 4,000 | — | 34 | 329 | — | 363 |
| 4,000 – 20,000 | — | 20 | 149 | — | 169 |
| 20,000+ | — | 1 | 8 | — | 9 |
| Number of entities at 31 Dec 2023 | 2 | 259 | 2,337 | 14 | 2,612 |
|  | | | | | |
|  | £m | £m | £m | £m | £m |
| Total assets in relation to the group’s interests in the  unconsolidated structured entities | 128 | 5,808 | 3,793 | 878 | 10,607 |
| –  trading assets | — | 1 | 10 | — | 11 |
| –  financial assets designated and otherwise mandatorily  measured at fair value through profit or loss | — | 5,802 | 3,296 | — | 9,098 |
| –  loans and advances to customers | 128 | — | 487 | 471 | 1,086 |
| –  financial investments | — | 5 | — | — | 5 |
| –  assets held for sale | — | — | — | — | — |
| –  other assets | — | — | — | 407 | 407 |
| Total liabilities in relation to the group‘s interests in the  unconsolidated structured entities | — | 5 | — | — | 5 |
| Other off-balance sheet commitments | 27 | — | 514 | — | 541 |
| The group's maximum exposure at 31 Dec 2023 | 155 | 5,803 | 4,307 | 878 | 11,143 |

The maximum exposure to loss from the group’s interests in unconsolidated structured entities represents the maximum loss it could incur as a

result of its involvement with these entities regardless of the probability of the loss being incurred.

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

losses.

– For retained and purchased investments and loans to unconsolidated structured entities, the maximum exposure to loss is the carrying

amount of these interests at the balance sheet reporting date.

The maximum exposure to loss is stated gross of the effects of hedging and collateral arrangements that HSBC has entered into in order to

mitigate the group‘s exposure to loss.

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| 176 | HSBC Bank plc Annual Report and Accounts 2024 |

Notes on the financial statements

|  |
| --- |
|  |
|  |

Securitisations

The group has interests in unconsolidated securitisation vehicles through holding notes issued by these entities. In addition, the group has

investments in ABSs issued by third-party structured entities.

HSBC managed funds

The group together with other HSBC entities establishes and manages money market funds and non-money market investment funds to

provide customers with investment opportunities. The group, as fund manager, may be entitled to receive management and performance fees

based on the assets under management. The group may also retain units in these funds.

Non-HSBC managed funds

The group purchases and holds units of third-party managed funds in order to facilitate business and meet customer needs.

Other

The group has established structured entities in the normal course of business, such as structured credit transactions for customers, to provide

finance to public and private sector infrastructure projects, and for asset and structured finance transactions.

In addition to the interests disclosed above, the group enters into derivative contracts, reverse repos and stock borrowing transactions with

structured entities. These interests arise in the normal course of business for the facilitation of third-party transactions and risk management

solutions.

Group sponsored structured entities

The amount of assets transferred to and income received from such sponsored entities during 2024 and 2023 was not significant.

|  |
| --- |
|  |
|  |

20Goodwill and intangible assets

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | The group | | The bank | |
|  | 2024 | 2023 | 2024 | 2023 |
|  | £m | £m | £m | £m |
| Goodwill | — | — | 2 | 2 |
| Other intangible assets1 | 303 | 203 | 132 | 86 |
| At 31 Dec | 303 | 203 | 134 | 88 |

1Included within the group's other intangible assets is internally generated software with a net carrying amount of £296m (2023:  £198m). During 2024,

capitalisation of internally generated software was £145m (2023: £120m), impairment was £4m (2023: impairment reversal of £(78)m) and amortisation was

£71m (2023: £91m).

|  |
| --- |
|  |
|  |

21Prepayments, accrued income and other assets

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | The group | | The bank | |
|  | 2024 | 2023 | 2024 | 2023 |
|  | £m | £m | £m | £m |
| Cash collateral and margin receivables | 41,027 | 39,125 | 31,662 | 29,835 |
| Settlement accounts and Items in the course of collection from other banks | 4,680 | 15,142 | 4,196 | 11,819 |
| Bullion | 5,612 | 4,393 | 5,428 | 4,390 |
| Prepayments and accrued income | 2,426 | 2,521 | 1,485 | 1,556 |
| Property, plant and equipment | 176 | 819 | 10 | 11 |
| Right-of-use assets | 146 | 167 | 25 | 30 |
| Employee benefit assets (Note 5) | 74 | 51 | 20 | 10 |
| Other accounts | 2,809 | 3,531 | 1,210 | 1,626 |
| At 31 Dec | 56,950 | 65,749 | 44,036 | 49,277 |

Prepayments, accrued income and other assets include £50,003m (2023: £59,095m) of financial assets, the majority of which are measured at

amortised cost.

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts 2024 | 177 |

22Trading liabilities

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | The group | | The bank | |
|  | 2024 | 2023 | 2024 | 2023 |
|  | £m | £m | £m | £m |
| Deposits by banks1 | 8,529 | 5,313 | 8,669 | 5,387 |
| Customer accounts1 | 6,531 | 4,955 | 6,530 | 4,955 |
| Other debt securities in issue | 59 | 21 | 59 | 21 |
| Other liabilities – net short positions in securities | 27,514 | 31,987 | 13,885 | 14,569 |
| At 31 Dec | 42,633 | 42,276 | 29,143 | 24,932 |

1 'Deposits by banks' and 'Customer accounts' include repos, stock lending and other amounts.

|  |
| --- |
|  |
|  |

23Financial liabilities designated at fair value

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | The group | | The bank | |
|  | 2024 | 2023 | 2024 | 2023 |
|  | £m | £m | £m | £m |
| Deposits by banks and customer accounts | 5,127 | 5,555 | 5,079 | 5,542 |
| Liabilities to customers under investment contracts | 1,078 | 1,002 | — | — |
| Debt securities in issue | 30,432 | 25,194 | 22,601 | 17,110 |
| Subordinated liabilities (Note 26) | 806 | 794 | 806 | 794 |
| At 31 Dec | 37,443 | 32,545 | 28,486 | 23,446 |

The group

The carrying amount of financial liabilities designated at fair value was £3,111m less than the contractual amount at maturity (2023: £2,407m

lower). The cumulative amount of change in fair value attributable to changes in credit risk was a gain of £70m (2023: gain of £151m).

The bank

The carrying amount of financial liabilities designated at fair value was £2,817m  less than the contractual amount at maturity (2023 : £1,974m

lower). The cumulative amount of change in fair value attributable to changes in credit risk was a gain of  £11m (2023: gain of £42m).

|  |
| --- |
|  |
|  |

24Accruals, deferred income and other liabilities

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | The group | | The bank | |
|  | 2024 | 2023 | 2024 | 2023 |
|  | £m | £m | £m | £m |
| Cash collateral and margin payables | 39,676 | 43,305 | 30,922 | 31,920 |
| Settlement accounts and Items in the course of transmission to other banks | 4,893 | 11,905 | 4,480 | 11,698 |
| Accruals and deferred income | 2,662 | 2,603 | 1,628 | 1,633 |
| Amount due to investors in funds consolidated by the group | — | 1,158 | — | — |
| Lease liabilities | 196 | 227 | 30 | 36 |
| Employee benefit liabilities (Note 5) | 172 | 117 | 51 | 48 |
| Reinsurance contract liabilities | 39 | 33 | — | — |
| Share-based payment liability to HSBC Holdings | 118 | 107 | 80 | 77 |
| Endorsements and acceptances | 69 | 236 | 68 | 227 |
| Other liabilities | 2,659 | 2,869 | 1,168 | 1,120 |
| At 31 Dec | 50,484 | 62,560 | 38,427 | 46,759 |

For the group, accruals, deferred income and other liabilities include £49,767m (2023: £61,921m), and for the bank £38,173m (2023: £46,513m)

of financial liabilities, the majority of which are measured at amortised cost.

|  |  |
| --- | --- |
|  |  |
| 178 | HSBC Bank plc Annual Report and Accounts 2024 |

Notes on the financial statements

|  |
| --- |
|  |
|  |

25Provisions

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | Restructuring  costs | Legal proceedings  and regulatory  matters | Customer  remediation | Other  provisions | Total |
| The group | £m | £m | £m | £m | £m |
| Provisions (excluding contractual commitments) |  |  |  |  |  |
| At 1 Jan 2024 | 76 | 104 | 9 | 118 | 307 |
| Additions | 8 | 46 | 3 | 37 | 94 |
| Amounts utilised | (41) | (94) | (3) | (46) | (184) |
| Unused amounts reversed | (19) | (7) | (2) | (26) | (54) |
| Exchange and other movements | 3 | 1 | — | 24 | 28 |
| At 31 Dec 2024 | 27 | 50 | 7 | 107 | 191 |
| Contractual commitments1 |  |  |  |  |  |
| At 1 Jan 2024 |  |  |  |  | 83 |
| Net change in expected credit loss provision and other movements |  |  |  |  | 1 |
| At 31 Dec 2024 |  |  |  |  | 84 |
| Total Provisions |  |  |  |  |  |
| At 31 Dec 2023 |  |  |  |  | 390 |
| At 31 Dec 2024 |  |  |  |  | 275 |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Provisions (excluding contractual commitments) |  |  |  |  |  |
| At 1 Jan 2023 | 126 | 77 | 13 | 103 | 319 |
| Additions | 27 | 99 | 3 | 62 | 191 |
| Amounts utilised | (43) | (54) | (3) | (25) | (125) |
| Unused amounts reversed | (28) | (16) | (3) | (29) | (76) |
| Exchange and other movements | (6) | (2) | (1) | 7 | (2) |
| At 31 Dec 2023 | 76 | 104 | 9 | 118 | 307 |
| Contractual commitments1 |  |  |  |  |  |
| At 1 Jan 2023 |  |  |  |  | 105 |
| Net change in expected credit loss provision and other movements |  |  |  |  | (22) |
| At 31 Dec 2023 |  |  |  |  | 83 |
| Total Provisions |  |  |  |  |  |
| At 31 Dec 2022 |  |  |  |  | 424 |
| At 31 Dec 2023 |  |  |  |  | 390 |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | Restructuring  costs | Legal proceedings  and regulatory  matters | Customer  remediation | Other  provisions | Total |
| The bank | £m | £m | £m | £m | £m |
| Provisions (excluding contractual commitments) |  |  |  |  |  |
| At 1 Jan 2024 | 9 | 95 | 5 | 35 | 144 |
| Additions | 5 | 43 | 2 | 17 | 67 |
| Amounts utilised | (3) | (91) | (2) | — | (96) |
| Unused amounts reversed | (4) | (3) | (2) | (13) | (22) |
| Exchange and other movements | — | (1) | — | (7) | (8) |
| At 31 Dec 2024 | 7 | 43 | 3 | 32 | 85 |
| Contractual commitments1 |  |  |  |  |  |
| At 1 Jan 2024 |  |  |  |  | 32 |
| Net change in expected credit loss provision and other movements |  |  |  |  | (7) |
| At 31 Dec 2024 |  |  |  |  | 25 |
| Total Provisions |  |  |  |  |  |
| At 31 Dec 2023 |  |  |  |  | 176 |
| At 31 Dec 2024 |  |  |  |  | 110 |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Provisions (excluding contractual commitments) |  |  |  |  |  |
| At 1 Jan 2023 | 17 | 57 | 8 | 35 | 117 |
| Additions | 11 | 95 | 2 | 16 | 124 |
| Amounts utilised | (12) | (51) | (2) | (5) | (70) |
| Unused amounts reversed | (7) | (1) | (2) | (11) | (21) |
| Exchange and other movements | — | (5) | (1) | — | (6) |
| At 31 Dec 2023 | 9 | 95 | 5 | 35 | 144 |
| Contractual commitments1 |  |  |  |  |  |
| At 1 Jan 2023 |  |  |  |  | 50 |
| Net change in expected credit loss provision and other movements |  |  |  |  | (18) |
| At 31 Dec 2023 |  |  |  |  | 32 |
| Total Provisions |  |  |  |  |  |
| At 31 Dec 2022 |  |  |  |  | 167 |
| At 31 Dec 2023 |  |  |  |  | 176 |

1The contractual commitments provision includes off-balance sheet loan commitments and guarantees, for which expected credit losses are provided under

IFRS9. Further analysis of the movement in the expected credit loss is disclosed within the 'Reconciliation of changes in gross carrying/nominal amount and

allowances for loans and advances to banks and customers including loan commitments and financial guarantees' table on page 49.

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts 2024 | 179 |

Customer remediation

Customer remediation refers to HSBC’s activities to compensate customers for losses or damages associated with a failure to comply with

regulations or to treat customers fairly. Customer remediation is often initiated by HSBC in response to customer complaints and/or industry

developments in sales practices, and is not necessarily initiated by regulatory action.

Restructuring costs

These provisions comprise the estimated cost of restructuring, including redundancy costs where an obligation exists. Additions made during

the year relate to formal restructuring plans made within the group.

Legal proceedings and regulatory matters

Further details of legal proceedings and regulatory matters are set out in Note  32. Legal proceedings include civil court, arbitration or tribunal

proceedings brought against HSBC companies (whether by way of claim or counterclaim), or civil disputes that may, if not settled, result in

court, arbitration or tribunal proceedings. Regulatory matters refer to investigations, reviews and other actions carried out by, or in response to

the actions of, regulatory or law enforcement agencies in connection with alleged wrongdoing.

|  |
| --- |
|  |
|  |

26Subordinated liabilities

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Subordinated liabilities | | | | |
|  | The group | | The bank | |
|  | 2024 | 2023 | 2024 | 2023 |
|  | £m | £m | £m | £m |
| At amortised cost | 16,908 | 14,920 | 16,874 | 14,658 |
| –  subordinated liabilities | 16,208 | 14,220 | 16,874 | 14,658 |
| –  preferred securities | 700 | 700 | — | — |
| Designated at fair value (Note 23) | 806 | 794 | 806 | 794 |
| –  subordinated liabilities | 806 | 794 | 806 | 794 |
| At 31 Dec | 17,714 | 15,714 | 17,680 | 15,452 |

Subordinated liabilities rank behind senior obligations and generally count towards the capital base of HSBC. Capital securities may be called and

redeemed by HSBC subject to prior notification to the PRA and, where relevant, the consent of the local banking regulator. If not redeemed at

the first call date, coupons payable may reset or become floating rate based on relevant market rates. On subordinated liabilities other than

floating rate notes, interest is payable at fixed rates of up to 7.650%.

The balance sheet amounts disclosed below are presented on an IFRS basis and do not reflect the amount that the instruments contribute to

regulatory capital due to the inclusion of issuance costs, regulatory amortisation and regulatory eligibility limits.

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| --- | --- |
|  |  |
| 180 | HSBC Bank plc Annual Report and Accounts 2024 |

Notes on the financial statements

|  |
| --- |
|  |
|  |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Subordinated liabilities of the group | | | |
|  |  | Carrying amount | |
|  |  | 2024 | 2023 |
|  |  | £m | £m |
| Additional tier 1 instruments guaranteed by the bank | |  |  |
| £700m | HSBC Bank plc 5.844% Non-cumulative Step-up Perpetual Preferred Securities due 20481,5,6 | 583 | 605 |
| Tier 2 instruments | |  |  |
| €1,500m | HSBC Bank plc Floating Rate Subordinated Loan due 2032 | 1,239 | 1,299 |
| $300m | HSBC Bank plc 7.65% Subordinated Notes due 20252 | 142 | 136 |
| $750m | HSBC Bank plc 4.19% Subordinated Loan due 2027 | 589 | 571 |
| £200m | HSBC Bank plc Floating Rate Subordinated Loan due 2028 | 200 | 200 |
| €300m | HSBC Bank plc Floating Rate Subordinated Loan due 20287 | — | 261 |
| €260m | HSBC Continental Europe Floating Rate Subordinated Loan due 20297 | — | 226 |
| £350m | HSBC Bank plc 5.375% Callable Subordinated Step-up Notes due 20303,4,6 | 61 | 61 |
| $2,000m | HSBC Bank plc 1.625% Subordinated Loan due 2031 | 1,532 | 1,462 |
| €2,000m | HSBC Bank plc 0.375% Subordinated Loan due 2031 | 1,605 | 1,627 |
| €2,000m | HSBC Bank plc 0.375% Subordinated Loan due 2031 | 1,605 | 1,627 |
| €1,250m | HSBC Bank plc 0.25% Subordinated Loan due 2031 | 1,003 | 1,017 |
| £500m | HSBC Bank plc 5.375% Subordinated Notes due 20333 | 156 | 162 |
| £225m | HSBC Bank plc 6.25% Subordinated Notes due 20413 | 46 | 50 |
| £600m | HSBC Bank plc 4.75% Subordinated Notes due 20463 | 165 | 191 |
| $1,250m | HSBC Bank plc floating Subordinated Loan due 2028 | 995 | 978 |
| $1,100m | HSBC Bank plc floating Subordinated Loan due 2033 | 875 | 860 |
| €400m | HSBC Bank plc floating Subordinated Loan due 2028 | 335 | 353 |
| €400m | HSBC Bank plc floating Subordinated Loan due 2029 | 335 | 353 |
| €500m | HSBC Bank plc floating Subordinated Loan due 2028 | 413 | 433 |
| €500m | HSBC Bank plc floating Subordinated Loan due 2029 | 413 | 433 |
| €500m | HSBC Bank plc floating Subordinated Loan due 2029 | 413 | 433 |
| €85m | HSBC Bank plc 5.15% Subordinated Notes due 2043 | 70 | 74 |
| €800m | HSBC Bank plc 6.79% Subordinated Loan due 2030 | 660 | 693 |
| €65m | HSBC Bank plc 5.24% Subordinated Notes due 2043 | 54 | 56 |
| $800m | HSBC Bank plc floating Subordinated Loan due 2029 | 647 | 651 |
| €200m | HSBC Bank plc floating Subordinated Loan due 2034 | 165 | 173 |
| €800m | HSBC Bank plc floating Subordinated Loan due 2030 | 660 | 693 |
| €300m | HSBC Bank plc floating Subordinated Loan due 2035 | 247 | — |
| €400m | HSBC Bank plc floating Subordinated Loan due 2035 | 330 | — |
| €500m | HSBC Bank plc floating Subordinated Loan due 2031 | 412 | — |
| €800m | HSBC Bank plc floating Subordinated Loan due 2031 | 660 | — |
| €500m | HSBC Bank plc floating Subordinated Loan due 2036 | 412 | — |
| €400m | HSBC Bank plc floating Subordinated Loan due 2033 | 330 | — |
| €400m | HSBC Bank plc floating Subordinated Loan due 2032 | 330 | — |
| Other Tier 2 instruments each less than £100m | | 32 | 36 |
| At 31 Dec | | 17,714 | 15,714 |
|  |  |  |  |

1The value of the security partially decreased as a result of a fair value hedge gain. The instrument was held at amortised cost in 2021. Also, the interest rate

payable after November 2031 is the sum of the compounded daily Sonia rate plus 2.0366%.

2The bank tendered for this security in November 2022. The principal balance is $180m. The original notional value of the security is $300m.

3The bank tendered for these securities in November 2022. The principal balance is £135m, £61m, £157m, £70m and £237m respectively. The original notional

values of these securities are £300m, £350m, £500m, £225m and £600m respectively.

4The interest rate payable after November 2025 is the sum of the compounded daily Sonia rate plus 1.6193%.

5See paragraph below, ‘Guaranteed by HSBC Bank plc’.

6These securities are ineligible for inclusion in the capital base of the group.

7Redeemed in 2024.

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts 2024 | 181 |

Guaranteed by HSBC Bank plc

A capital security guaranteed by the bank was issued by a Jersey limited partnership. The proceeds of this was lent to the bank by the limited

partnership in the form of a subordinated note. It qualified as additional tier 1 capital for the group (on a solo and consolidated basis) under CRR

II until 31 December 2021 by virtue of the application of grandfathering provisions. Since 31 December 2021, this security has no longer

qualified as regulatory capital for the group.

As at 31 December 2024, the preferred securities guaranteed by HSBC Bank plc are intended to provide investors with rights to income and

capital distributions, as well as distributions upon liquidation of the issuer that are equivalent to the rights that they would have had if they had

purchased non-cumulative perpetual preference shares of the issuer. There are limitations on the payment of distributions if such payments are

prohibited under UK banking regulations or other requirements, if a payment would cause a breach of the bank's capital adequacy requirements,

or if the bank has insufficient distributable reserves (as defined).

The bank has individually covenanted that, if prevented under certain circumstances from paying distributions on the preferred security in full, it

will not pay dividends or other distributions in respect of its ordinary shares, or repurchase or redeem its ordinary shares, until the distribution on

the preferred security has been paid in full.

If the preferred security guaranteed by the bank is outstanding in November 2048, or if the total capital ratio of the group (on a solo or

consolidated basis) falls below the regulatory minimum required, or if the Directors expect it to do so in the near term, provided that

proceedings have not been commenced for the liquidation, dissolution or winding up of the bank, the holders’ interests in the preferred security

guaranteed by the bank will be exchanged for interests in preference shares issued by the bank that have economic terms which are in all

material respects equivalent to the preferred security and its guarantee.

Tier 2 securities

Tier 2 capital securities are either perpetual or dated subordinated securities on which there is an obligation to pay coupons. These capital

securities are included within the group’s regulatory capital base as tier 2 capital under CRR II, either as fully eligible capital or by virtue of the

application of grandfathering provisions. In accordance with CRR II, the capital contribution of all tier 2 securities is amortised for regulatory

purposes in their final five years before maturity.

|  |
| --- |
|  |
|  |

27Maturity analysis of assets, liabilities and off-balance sheet commitments

Contractual maturity of financial liabilities

The balances in the table below do not agree directly with those in our consolidated balance sheet as the table incorporates, on an undiscounted

basis, all cash flows relating to principal and future coupon payments (except for trading liabilities and derivatives not treated as hedging

derivatives).

Undiscounted cash flows payable in relation to hedging derivative liabilities are classified according to their contractual maturities. Trading

liabilities and derivatives not treated as hedging derivatives are included in the ‘Due not more than 1 month’ time bucket and not by contractual

maturity.

In addition, loans and other credit-related commitments, and financial guarantees are generally not recognised on our balance sheet. The

undiscounted cash flows potentially payable under loan and other credit-related commitments and financial guarantees are classified on the

basis of the earliest date they can be called.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| Cash flows payable under financial liabilities by remaining contractual maturities | | | | | | |
|  | Due not more  than 1 month | Due over 1  month but not  more than 3  months | Due between  3 and 12  months | Due between  1 and 5 years | Due after  5 years | Total |
| The group | £m | £m | £m | £m | £m | £m |
| Deposits by banks | 22,218 | 1,144 | 2,510 | 537 | 316 | 26,725 |
| Customer accounts | 212,491 | 19,021 | 10,965 | 654 | 89 | 243,220 |
| Repurchase agreements – non-trading | 36,469 | 2,542 | 1,001 | 859 | — | 40,871 |
| Trading liabilities | 42,633 | — | — | — | — | 42,633 |
| Financial liabilities designated at fair value | 10,719 | 2,074 | 4,977 | 15,915 | 8,266 | 41,951 |
| Derivatives | 195,839 | 83 | 140 | 509 | 1,309 | 197,880 |
| Debt securities in issue | 3,630 | 3,662 | 10,563 | 2,040 | 886 | 20,781 |
| Subordinated liabilities | 28 | 160 | 622 | 7,839 | 13,916 | 22,565 |
| Other financial liabilities1 | 47,159 | 277 | 563 | 140 | 35 | 48,174 |
|  | 571,186 | 28,963 | 31,341 | 28,493 | 24,817 | 684,800 |
| Loan and other credit-related commitments | 128,007 | — | — | — | — | 128,007 |
| Financial guarantees2 | 2,876 | — | — | — | — | 2,876 |
| At 31 Dec 2024 | 702,069 | 28,963 | 31,341 | 28,493 | 24,817 | 815,683 |
|  |  |  |  |  |  |  |

|  |  |
| --- | --- |
|  |  |
| 182 | HSBC Bank plc Annual Report and Accounts 2024 |

Notes on the financial statements

|  |
| --- |
|  |
|  |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| Cash flows payable under financial liabilities by remaining contractual maturities (continued) | | | | | | |
|  | Due not more  than 1 month | Due over 1  month but not  more than 3  months | Due between  3 and 12  months | Due between  1 and 5 years | Due after  5 years | Total |
|  | £m | £m | £m | £m | £m | £m |
| Deposits by banks | 19,626 | 2,028 | 453 | 700 | 269 | 23,076 |
| Customer accounts | 197,730 | 14,148 | 10,649 | 671 | 81 | 223,279 |
| Repurchase agreements – non-trading | 42,743 | 7,801 | 1,761 | 1,686 | — | 53,991 |
| Trading liabilities | 42,276 | — | — | — | — | 42,276 |
| Financial liabilities designated at fair value | 12,107 | 1,183 | 8,003 | 7,589 | 6,862 | 35,744 |
| Derivatives | 170,391 | 127 | 326 | 798 | 1,198 | 172,840 |
| Debt securities in issue | 3,305 | 2,266 | 6,014 | 1,939 | 1,360 | 14,884 |
| Subordinated liabilities | 31 | 157 | 397 | 6,478 | 13,122 | 20,185 |
| Other financial liabilities1 | 57,982 | 292 | 691 | 159 | 1,220 | 60,344 |
|  | 546,191 | 28,002 | 28,294 | 20,020 | 24,112 | 646,619 |
| Loan and other credit-related commitments | 131,829 | — | — | — | — | 131,829 |
| Financial guarantees2 | 2,401 | — | — | — | — | 2,401 |
| At 31 Dec 2023 | 680,421 | 28,002 | 28,294 | 20,020 | 24,112 | 780,849 |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| Cash flows payable under financial liabilities by remaining contractual maturities | | | | | | |
|  | Due not more  than 1 month | Due over 1  month but not  more than 3  months | Due between  3 and 12  months | Due between  1 and 5 years | Due after  5 years | Total |
| The bank | £m | £m | £m | £m | £m | £m |
| Deposits by banks | 16,038 | 1,097 | 2,306 | 22 | — | 19,463 |
| Customer accounts | 122,014 | 12,645 | 7,537 | 195 | — | 142,391 |
| Repurchase agreements – non-trading | 29,939 | 1,904 | 1,236 | 2,159 | — | 35,238 |
| Trading liabilities | 29,143 | — | — | — | — | 29,143 |
| Financial liabilities designated at fair value | 10,468 | 1,720 | 3,838 | 11,546 | 4,805 | 32,377 |
| Derivatives | 182,584 | 83 | 137 | 454 | 1,281 | 184,539 |
| Debt securities in issue | 2,513 | 2,459 | 7,608 | 256 | 83 | 12,919 |
| Subordinated liabilities | 28 | 160 | 609 | 7,829 | 14,370 | 22,996 |
| Other financial liabilities1 | 36,663 | 127 | 342 | 14 | 13 | 37,159 |
|  | 429,390 | 20,195 | 23,613 | 22,475 | 20,552 | 516,225 |
| Loan and other credit-related commitments | 35,552 | — | — | — | — | 35,552 |
| Financial guarantees2 | 1,143 | — | — | — | — | 1,143 |
| At 31 Dec 2024 | 466,085 | 20,195 | 23,613 | 22,475 | 20,552 | 552,920 |
|  |  |  |  |  |  |  |
| Deposits by banks | 17,389 | 1,090 | 318 | — | — | 18,797 |
| Customer accounts | 119,019 | 7,694 | 6,759 | 59 | — | 133,531 |
| Repurchase agreements – non-trading | 38,794 | 7,337 | 1,588 | 1,686 | — | 49,405 |
| Trading liabilities | 24,932 | — | — | — | — | 24,932 |
| Financial liabilities designated at fair value | 11,693 | 743 | 5,675 | 3,927 | 4,021 | 26,059 |
| Derivatives | 151,766 | 127 | 326 | 754 | 1,179 | 154,152 |
| Debt securities in issue | 2,328 | 438 | 3,432 | 1,197 | 188 | 7,583 |
| Subordinated liabilities | 31 | 157 | 396 | 6,454 | 13,238 | 20,276 |
| Other financial liabilities1 | 44,915 | 129 | 408 | 18 | 16 | 45,486 |
|  | 410,867 | 17,715 | 18,902 | 14,095 | 18,642 | 480,221 |
| Loan and other credit-related commitments | 35,270 | — | — | — | — | 35,270 |
| Financial guarantees2 | 1,106 | — | — | — | — | 1,106 |
| At 31 Dec 2023 | 447,243 | 17,715 | 18,902 | 14,095 | 18,642 | 516,597 |

1Excludes financial liabilities of disposal groups.

2Excludes performance guarantee contracts to which the impairment requirements in IFRS 9 are not applied.

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts 2024 | 183 |

Maturity analysis of financial assets and financial liabilities

The following table provides an analysis of financial assets and liabilities by residual contractual maturity at the balance sheet date. These

balances are included in the maturity analysis as follows:

– Financial assets and liabilities with no contractual maturity (such as equity securities) are included in the ‘Due after more than 1 year’ time

bucket. Undated or perpetual instruments are classified based on the contractual notice period, which the counterparty of the instrument is

entitled to give. Where there is no contractual notice period, undated or perpetual contracts are included in the ‘Due after more than 1 year’

time bucket.

– Financial instruments included within assets and liabilities of disposal groups held for sale are classified on the basis of the contractual

maturity of the underlying instruments and not on the basis of the disposal transaction.

– Liabilities under investment contracts are classified in accordance with their contractual maturity. Undated investment contracts are included

in the ‘Due after more than 1 year’ time bucket, however, such contracts are subject to surrender and transfer options by the policyholders.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| Maturity analysis of financial assets and financial liabilities | | | | |  |  |
|  | 2024 | | | 2023 | | |
|  | Due within  1 year | Due after more  than 1 year | Total | Due within  1 year | Due after more  than 1 year | Total |
| The group | £m | £m | £m | £m | £m | £m |
| Assets |  |  |  |  |  |  |
| Financial assets designated or otherwise  mandatorily measured at fair value | 3,695 | 5,722 | 9,417 | 2,973 | 16,095 | 19,068 |
| Loans and advances to banks | 13,859 | 662 | 14,521 | 14,037 | 334 | 14,371 |
| Loans and advances to customers | 41,064 | 41,602 | 82,666 | 34,876 | 40,615 | 75,491 |
| Reverse repurchase agreement – non-trading | 52,190 | 1,422 | 53,612 | 71,676 | 1,818 | 73,494 |
| Financial investments | 10,549 | 41,667 | 52,216 | 7,481 | 38,887 | 46,368 |
| Other financial assets | 49,500 | 503 | 50,003 | 58,807 | 288 | 59,095 |
| Assets held for sale | 3,356 | 18,250 | 21,606 | 10,182 | 10,186 | 20,368 |
| At 31 Dec | 174,213 | 109,828 | 284,041 | 200,032 | 108,223 | 308,255 |
| Liabilities |  |  |  |  |  |  |
| Deposits by banks | 25,750 | 765 | 26,515 | 22,069 | 874 | 22,943 |
| Customer accounts | 241,587 | 716 | 242,303 | 222,215 | 726 | 222,941 |
| Repurchase agreements – non-trading | 39,627 | 757 | 40,384 | 51,848 | 1,568 | 53,416 |
| Financial liabilities designated at fair value | 17,563 | 19,880 | 37,443 | 21,163 | 11,382 | 32,545 |
| Debt securities in issue | 17,628 | 1,833 | 19,461 | 11,439 | 2,004 | 13,443 |
| Other financial liabilities | 49,482 | 285 | 49,767 | 60,549 | 1,372 | 61,921 |
| Subordinated liabilities | 155 | 16,753 | 16,908 | — | 14,920 | 14,920 |
| Liabilities of disposal groups held for sale | 4,552 | 18,558 | 23,110 | 17,590 | 3,094 | 20,684 |
| At 31 Dec | 396,344 | 59,547 | 455,891 | 406,873 | 35,940 | 442,813 |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| The bank |  |  |  |  |  |  |
| Assets |  |  |  |  |  |  |
| Financial assets designated or otherwise  mandatorily measured at fair value | 3,231 | 429 | 3,660 | 2,897 | 284 | 3,181 |
| Loans and advances to banks | 11,141 | 1,589 | 12,730 | 10,673 | 997 | 11,670 |
| Loans and advances to customers | 17,802 | 13,114 | 30,916 | 19,785 | 12,658 | 32,443 |
| Reverse repurchase agreement – non-trading | 33,069 | 1,325 | 34,394 | 55,290 | 1,683 | 56,973 |
| Financial investments | 5,668 | 28,582 | 34,250 | 4,313 | 24,078 | 28,391 |
| Other financial assets | 38,061 | — | 38,061 | 44,162 | — | 44,162 |
| Assets held for sale1 | 390 | 137 | 527 | 160 | — | 160 |
| At 31 Dec | 109,362 | 45,176 | 154,538 | 137,280 | 39,700 | 176,980 |
| Liabilities |  |  |  |  |  |  |
| Deposits by banks | 19,334 | 21 | 19,355 | 18,775 | — | 18,775 |
| Customer accounts | 141,930 | 192 | 142,122 | 133,314 | 59 | 133,373 |
| Repurchase agreements – non-trading | 32,592 | 1,953 | 34,545 | 47,274 | 1,568 | 48,842 |
| Financial liabilities designated at fair value | 15,926 | 12,560 | 28,486 | 18,005 | 5,441 | 23,446 |
| Debt securities in issue | 12,370 | 298 | 12,668 | 6,077 | 1,276 | 7,353 |
| Other financial liabilities | 38,148 | 25 | 38,173 | 46,483 | 30 | 46,513 |
| Subordinated liabilities | 142 | 16,732 | 16,874 | — | 14,658 | 14,658 |
| Liabilities of disposal groups held for sale | 2,667 | — | 2,667 | — | — | — |
| At 31 Dec | 263,109 | 31,781 | 294,890 | 269,928 | 23,032 | 292,960 |

1For the period ended 31 December 2024 Assets held for sale include planned sale of business in South Africa.

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| --- | --- |
|  |  |
| 184 | HSBC Bank plc Annual Report and Accounts 2024 |

Notes on the financial statements

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| --- |
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|  |

28Offsetting of financial assets and financial liabilities

In the offsetting of financial assets and financial liabilities, the net amount is reported in the balance sheet when the offset criteria are met. This

is achieved when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or realise

the asset and settle the liability simultaneously.

In the following table, the ‘Amounts not set off in the balance sheet’ include transactions where:

– the counterparty has an offsetting exposure with the group and a master netting or similar arrangement is in place with a right of set off only

in the event of default, insolvency or bankruptcy, or the offset criteria are not otherwise satisfied; and

– in the case of derivatives and reverse repurchase/repurchase, stock borrowing/lending and similar agreements, cash and non-cash collateral

(debt securities and equities) has been received/pledged to cover net exposure in the event of a default or other predetermined events.

The effect of over-collateralisation is excluded.

‘Amounts not subject to enforceable master netting agreements’ include contracts executed in jurisdictions where the rights of set off may not

be upheld under the local bankruptcy laws, and transactions where a legal opinion evidencing enforceability of the right of offset may not have

been sought, or may have been unable to obtain.

For risk management purposes, the net amounts of loans and advances to customers are subject to limits, which are monitored and the

relevant customer agreements are subject to review and updated, as necessary, to ensure that the legal right of offset remains appropriate.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | Amounts subject to enforceable netting arrangements | | | | | | Amounts not  subject to  enforceable  netting  arrangements5 | Total |
|  |  |  |  | Amounts not set off in the  balance sheet | |  |
|  | Gross  amounts | Amounts  offset | Net amounts  in the  balance  sheet | Financial  instruments,  including non-  cash collateral | Cash  collateral | Net  amount |
|  | £m | £m | £m | £m | £m | £m | £m | £m |
| Financial assets |  |  |  |  |  |  |  |  |
| Derivatives (Note 14)1 | 260,807 | (66,478) | 194,329 | (177,527) | (16,137) | 665 | 3,843 | 198,172 |
| Reverse repos, stock borrowing and similar  agreements classified as2: |  |  |  |  |  |  |  |  |
| –  trading assets | 13,994 | (635) | 13,359 | (13,360) | — | (1) | 390 | 13,749 |
| –  non-trading assets | 117,236 | (67,320) | 49,916 | (49,019) | (178) | 719 | 3,696 | 53,612 |
| Loans and advances to customers3 | 21,359 | (11,119) | 10,240 | (8,897) | — | 1,343 | 3 | 10,243 |
| At 31 Dec 2024 | 413,396 | (145,552) | 267,844 | (248,803) | (16,315) | 2,726 | 7,932 | 275,776 |
|  | | | | | | | | |
| Derivatives (Note 14)1 | 237,360 | (64,045) | 173,315 | (155,398) | (17,674) | 243 | 801 | 174,116 |
| Reverse repos, stock borrowing and similar  agreements classified as2: |  |  |  |  |  |  |  |  |
| –  trading assets | 17,454 | (473) | 16,981 | (16,981) | — | — | 243 | 17,224 |
| –  non-trading assets | 129,243 | (58,972) | 70,271 | (70,204) | (62) | 5 | 3,223 | 73,494 |
| Loans and advances to customers3 | 20,950 | (10,473) | 10,477 | (9,321) | — | 1,156 | 1 | 10,478 |
| At 31 Dec 2023 | 405,007 | (133,963) | 271,044 | (251,904) | (17,736) | 1,404 | 4,268 | 275,312 |
|  | | | | | | | | |
| Financial liabilities |  |  |  |  |  |  |  |  |
| Derivatives (Note 14)1 | 260,721 | (66,478) | 194,243 | (172,425) | (21,461) | 357 | 2,839 | 197,082 |
| Repos, stock lending and similar  agreements classified as2: |  |  |  |  |  |  |  |  |
| –  trading liabilities | 15,283 | (252) | 15,031 | (15,032) | — | (1) | 5 | 15,036 |
| –  non-trading liabilities | 108,006 | (67,702) | 40,304 | (40,015) | (124) | 165 | 80 | 40,384 |
| Customer accounts4 | 25,259 | (11,119) | 14,140 | (8,897) | — | 5,243 | 8 | 14,148 |
| At 31 Dec 2024 | 409,269 | (145,551) | 263,718 | (236,369) | (21,585) | 5,764 | 2,932 | 266,650 |
|  | | | | | | | | |
| Derivatives (Note 14)1 | 234,304 | (64,045) | 170,259 | (155,148) | (14,337) | 774 | 1,215 | 171,474 |
| Repos, stock lending and similar  agreements classified as2: |  |  |  |  |  |  |  |  |
| –  trading liabilities | 10,249 | (135) | 10,114 | (10,112) | — | 2 | 5 | 10,119 |
| –  non-trading liabilities | 112,726 | (59,310) | 53,416 | (52,878) | (539) | (1) | — | 53,416 |
| Customer accounts4 | 26,395 | (10,473) | 15,922 | (9,321) | — | 6,601 | 6 | 15,928 |
| At 31 Dec 2023 | 383,674 | (133,963) | 249,711 | (227,459) | (14,876) | 7,376 | 1,226 | 250,937 |

1At 31 Dec 2024, the amount of cash margin received that had been offset against the gross derivatives assets was £2,279m (2023: £1,508m). The amount of

cash margin paid that had been offset against the gross derivatives liabilities was £1,663m (2023: £4,296m).

2For the amount of repos, reverse repos, stock lending, stock borrowing and similar agreements recognised on the balance sheet within 'Trading assets' and

'Trading liabilities', see the 'Funding sources and uses' table on page 80.

3At 31 Dec 2024, the total amount of 'Loans and advances to customers' recognised on the balance sheet was £82,666m (2023: £75,491m) of which £10,240m

(2023: £10,477m) was subject to offsetting.

4At 31 Dec 2024, the total amount of 'Customer accounts' recognised on the balance sheet was £242,303m (2023: £222,941m) of which £14,140m (2023:

£15,922m) was subject to offsetting.

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

right of offset.

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| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts 2024 | 185 |

29Called up share capital and other equity instruments

Issued and fully paid

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| HSBC Bank plc £1.00 ordinary shares | | | | | |
|  |  | 2024 | | 2023 | |
|  |  | Number | £m | Number | £m |
| At 1 Jan |  | 796,969,113 | 797 | 796,969,112 | 797 |
| At 31 Dec |  | 796,969,115 | 797 | 796,969,113 | 797 |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| HSBC Bank plc share premium | | | |
|  |  | 20241 | 2023 |
|  |  | £m | £m |
| At 31 Dec |  | 3,582 | 1,004 |

1Increase relates to share premium on issuance of 2 ordinary shares (£1/ per share) to HSBC Holdings plc ('HGHQ').

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Total called up share capital and share premium | | | |
|  |  | 2024 | 2023 |
|  |  | £m | £m |
| At 31 Dec |  | 4,379 | 1,801 |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| HSBC Bank plc US$0.01 non-cumulative third dollar preference shares preferred ordinary shares | | | | | |
|  | | 2024 | | 2023 | |
|  | | Number | £000 | Number | £000 |
| At 1 Jan and 31 Dec | | 35,000,000 | 172 | 35,000,000 | 172 |

The bank has no obligation to redeem the preference shares but may redeem them in part or in whole at any time, subject to prior notification to

the PRA. Dividends on the preference shares in issue are paid annually at the sole and absolute discretion of the Board of Directors. The Board

of Directors will not declare a dividend on the preference shares in issue if (i) payment of the dividend would cause a breach of the capital

adequacy requirements of the bank (or its subsidiary undertakings) under applicable laws or regulations or (ii) the distributable profits of the bank

are insufficient to enable the payment in full or in part (as applicable) of the dividends on the preference shares in issue. If either the solo or

consolidated Common Equity Tier 1 Capital Ratio of the bank as of any date falls below 7.00% (a so-called 'right conversion event'), the rights

attaching to the preference shares shall be altered irrevocably and permanently such that they have the same rights attaching to them as

ordinary shares. Holders of the preference shares in issue will be able to attend any general meetings of shareholders of the bank and to vote

on any resolution proposed to vary or abrogate any of the rights attaching to the preference shares or any resolution proposed to reduce the

paid up capital of the preference shares. If the dividend payable on the preference shares in issue has not been paid in full for the most recent

dividend period, if a rights conversion event has occurred or if any resolution is proposed for the winding-up of the bank or the sale of its entire

business then, in such circumstances, holders of preference shares will be entitled to vote on all matters put to general meetings. In the case of

unpaid dividends, the holders of preference shares in issue will be entitled to attend and vote at any general meetings until such time as

dividends on the preference shares for the most recent dividend period have been paid in full, or a sum set aside for such payment in full, in

respect of one dividend period. All shares in issue are fully paid.

Other equity instruments

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| HSBC Bank plc additional tier 1 instruments | | | | |
|  |  | First call  date | 2024 | 2023 |
|  |  | £m | £m |
| €1,900m | 5.950% Undated Subordinated Resettable Additional Tier 1 instrument issued 20151 | Dec 2020 | 1,388 | 1,388 |
| €235m | 5.650% Undated Subordinated Resettable Additional Tier 1 instrument issued 20161 | Jan 2022 | 197 | 197 |
| €300m | 3.813% Undated Subordinated Resettable Additional Tier 1 instrument issued 20181 | Mar 2023 | 263 | 263 |
| £555m | 5.063% Undated Subordinated Resettable Additional Tier 1 instrument issued 20181 | Mar 2023 | 555 | 555 |
| £500m | 4.750% Undated Subordinated Resettable Additional Tier 1 instrument issued 20191 | Nov 2024 | 500 | 500 |
| €250m | 3.500% Undated Subordinated Resettable Additional Tier 1 instrument issued 20193 | Nov 2024 | — | 213 |
| £431m | 4.551% Undated Subordinated Resettable Additional Tier 1 instrument issued 20191 | Dec 2024 | 431 | 431 |
| €200m | 5.039% Undated Subordinated Resettable Additional Tier 1 instrument issued 20191 | Jan 2025 | 175 | 175 |
| €250m | FRN Undated Subordinated Floating Rate Additional Tier 1 instrument issued 20221,2 | Mar 2027 | 208 | 208 |
| €250m | 5.625% Undated Subordinated Resettable Additional Tier 1 instrument issued 20244 | Dec 2029 | 204 | — |
| At 31 Dec |  |  | 3,921 | 3,930 |

1Securities are contractually callable on any interest payment date after the first call date. Interest rates on resettable securities reset every five years if not called.

2Interest is floating, based on 3 month EURIBOR + 4.060%.

3This security was called and redeemed in 2024.

4This security is contractually callable on any interest rate reset date which occurs every five years.

These instruments are held by HSBC Holdings plc. The bank has issued capital instruments that are included in the group’s capital base as fully

CRR II compliant additional tier 1 capital.

Interest on these instruments will be due and payable only at the sole discretion of the bank, and the bank has sole and absolute discretion at all

times and for any reason to cancel (in whole or in part) any interest payment that would otherwise be payable on any date. There are limitations

on the payment of principal, interest or other amounts if such payments are prohibited under UK banking regulations, or other requirements, if

the bank has insufficient distributable items reserves or if the bank fails to satisfy the solvency condition as defined in the instruments terms.

|  |  |
| --- | --- |
|  |  |
| 186 | HSBC Bank plc Annual Report and Accounts 2024 |

Notes on the financial statements

|  |
| --- |
|  |
|  |

The instruments are undated and are repayable, at the option of the bank, in whole at the first call date, or (as applicable) on any Interest

Payment Date after the first call date or on any interest rate reset date thereafter. In addition, the instruments are repayable at the option of the

bank in whole for certain regulatory or tax reasons. Any repayments require the prior consent of the PRA. These instruments rank pari passu

with the bank’s most senior class or classes of issued preference shares and therefore ahead of ordinary shares. These instruments will be

written down in whole, together with any accrued but unpaid interest if either the group’s solo or consolidated Common Equity Tier 1 Capital

Ratio falls below 7.00%.

|  |
| --- |
|  |
|  |

30Contingent liabilities, contractual commitments, guarantees and

contingent assets

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | The group | | The bank | |
|  | 2024 | 2023 | 2024 | 2023 |
|  | £m | £m | £m | £m |
| Guarantees and other contingent liabilities: |  |  |  |  |
| –  financial guarantees | 2,876 | 2,401 | 1,143 | 1,106 |
| –  performance and other guarantees | 19,464 | 19,548 | 6,774 | 7,395 |
| –  other contingent liabilities1 | 18 | 268 | 5 | 267 |
| At 31 Dec | 22,358 | 22,217 | 7,922 | 8,768 |
| Commitments:2 |  |  |  |  |
| –  documentary credits and short-term trade-related transactions | 1,588 | 1,919 | 688 | 908 |
| –  forward asset purchases and forward deposits placed | 32,672 | 38,704 | 3,791 | 4,539 |
| –  standby facilities, credit lines and other commitments to lend | 93,746 | 91,206 | 31,073 | 29,823 |
| At 31 Dec | 128,006 | 131,829 | 35,552 | 35,270 |

1Other contingent liabilities for period ended 31 December 2023 includes £262m related to UK VAT. See ‘UK branches of HSBC overseas entities’ below.

2Includes £121,764m of commitments (2023: £125,616m), to which the impairment requirements in IFRS 9 are applied where the group has become party to an

irrevocable commitment.

The above table discloses the nominal principal amounts of off-balance sheet liabilities and commitments, which represent the maximum

amounts at risk should the contracts be fully drawn upon and clients default. As a significant portion of guarantees and commitments is

expected to expire without being drawn upon, the total of the nominal principal amounts is not indicative of future liquidity requirements.

Contingent liabilities arising from legal proceedings, regulatory and other matters against group companies are disclosed in Note 32.

UK branches of HSBC overseas entities

In December 2017, HM Revenue & Customs (‘HMRC’) challenged the VAT status of certain UK branches of HSBC overseas entities. HMRC has

also issued notices of assessment covering the period from 1 October 2013 to 31 December 2017 totalling £262m, with interest to be

determined. In Q1 2019, HMRC reaffirmed its assessment that the UK branches are ineligible to be members of the UK VAT group and,

consequently, HSBC paid HMRC the sum of £262m and filed appeals. Since January 2018, HSBC’s returns have been prepared on the basis

that the UK branches are not in the UK VAT group. In July 2024, a resolution to these appeals was agreed with HMRC, which did not have a

material financial impact on HSBC Bank plc.

Financial Services Compensation Scheme

The FSCS provides compensation, up to certain limits, to eligible customers of financial services firms that are unable, or likely to be unable, to

pay claims against them. The FSCS may impose a further levy on the group to the extent the industry levies imposed to date are not sufficient

to cover the compensation due to customers in any future possible collapse. The ultimate FSCS levy to the industry as a result of collapse

cannot be estimated reliably. It is dependent on various uncertain factors including the potential recovery of assets by the FSCS, changes in the

level of protected products (including deposits and investments) and the population of FSCS members at the time.

Guarantees

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | The group | | | | The bank | | | |
|  | 2024 | | 2023 | | 2024 | | 2023 | |
|  | In favour of  third parties | By the group in  favour of other  HSBC Group  entities | In favour of  third parties | By the group in  favour of other  HSBC Group  entities | In favour of  third parties | By the bank in  favour of other  HSBC Group  entities | In favour of  third parties | By the bank in  favour of other  HSBC Group  entities |
|  | £m | £m | £m | £m | £m | £m | £m | £m |
| Financial guarantees1 | 2,413 | 463 | 1,981 | 420 | 969 | 174 | 919 | 187 |
| Performance and  other guarantees | 17,675 | 1,789 | 17,432 | 2,116 | 4,814 | 1,960 | 5,238 | 2,157 |
| Total | 20,088 | 2,252 | 19,413 | 2,536 | 5,783 | 2,134 | 6,157 | 2,344 |

1Financial guarantees contracts are contracts that require the issuer to make specified payments to reimburse the holder for a loss incurred because a specified

debtor fails to make payment when due, in accordance with the original or modified terms of a debt instrument. The amounts in the above table are nominal

principal amounts. ‘Financial guarantees’ to which the impairment requirements in IFRS 9 are applied have been presented separately from other guarantees to

align with credit risk disclosures.

The group provides guarantees and similar undertakings on behalf of both third-party customers and other entities within HSBC Group. These

guarantees are generally provided in the normal course of the group‘s banking businesses. Guarantees with terms of more than one year are

subject to the group’s annual credit review process.

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts 2024 | 187 |

31Finance lease receivables

The group leases a variety of assets to third parties under finance leases, including transport assets (such as aircraft), property and general plant

and machinery. At the end of lease terms, assets may be sold to third parties or leased for further terms. Rentals are calculated to recover the

cost of assets less their residual value, and earn finance income.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | 2024 | | | 2023 | | |
|  | Total future  minimum  payments | Unearned  finance  income | Present  value | Total future  minimum  payments | Unearned  finance  income | Present  Value |
|  | £m | £m | £m | £m | £m | £m |
| Lease receivables: |  |  |  |  |  |  |
| No later than one year | 132 | (22) | 110 | 238 | (27) | 211 |
| One to two years | 113 | (15) | 98 | 231 | (24) | 207 |
| Two to three years | 97 | (13) | 84 | 113 | (15) | 98 |
| Three to four years | 80 | (11) | 69 | 116 | (13) | 103 |
| Four to five years | 57 | (10) | 47 | 65 | (12) | 53 |
| Later than one year and no later than five years | 347 | (49) | 298 | 525 | (64) | 461 |
| Later than five years | 241 | (18) | 223 | 311 | (28) | 283 |
| At 31 Dec | 720 | (89) | 631 | 1,074 | (119) | 955 |
|  |  |  |  |  |  |  |

|  |
| --- |
|  |
|  |

32Legal proceedings and regulatory matters

The group is party to legal proceedings and regulatory matters in a number of jurisdictions arising out of its normal business operations. Apart

from the matters described below, the group considers that none of these matters are material. The recognition of provisions is determined in

accordance with the accounting policies set out in Note 1. While the outcomes of legal proceedings and regulatory matters are inherently

uncertain, management believes that, based on the information available to it, appropriate provisions have been made in respect of these

matters as at 31 December 2024 (see Note 25: ‘Provisions’). Where an individual provision is material, the fact that a provision has been made is

stated and quantified, except to the extent that doing so would be seriously prejudicial. Any provision recognised does not constitute an

admission of wrongdoing or legal liability. It is not practicable to provide an aggregate estimate of potential liability for our legal proceedings and

regulatory matters as a class of contingent liabilities.

Bernard L. Madoff Investment Securities LLC

Various non-US HSBC companies provided custodial, administration and similar services to a number of funds incorporated outside the US

whose assets were invested with Bernard L. Madoff Investment Securities LLC ('Madoff Securities'). Based on information provided by Madoff

Securities as at 30 November 2008, the purported aggregate value of these funds was $8.4bn, including fictitious profits reported by Madoff.

Based on information available to HSBC, the funds’ actual transfers to Madoff Securities minus their actual withdrawals from Madoff Securities

during the time HSBC serviced the funds are estimated to have totalled approximately $4bn. Various HSBC companies have been named as

defendants in lawsuits arising out of Madoff Securities’ fraud.

Trustee litigation: The Madoff Securities trustee (the 'Trustee') has brought lawsuits in the US against various HSBC companies and others

seeking recovery of alleged transfers from Madoff Securities to the HSBC companies in the amount of $543m (plus interest), and these lawsuits

remain pending in the US Bankruptcy Court for the Southern District of New York.

The Trustee has filed a claim against various HSBC companies in the High Court of England and Wales seeking recovery of alleged transfers

from Madoff Securities to the HSBC companies. The claim has not yet been served and the amount claimed has not been specified.

Fairfield Funds litigation: Fairfield Sentry Limited, Fairfield Sigma Limited and Fairfield Lambda Limited (together, the ‘Fairfield Funds’) (in

liquidation) have brought lawsuits in the US against various HSBC companies and others seeking recovery of alleged transfers from the Fairfield

Funds to the HSBC companies (that acted as nominees for clients) in the amount of $382m (plus interest). Fairfield Funds' claims against most

of the HSBC companies have been dismissed, but remain pending on appeal before the US Court of Appeals for the Second Circuit. Fairfield

Funds' claims against PBRS and HSBC Securities Services Luxembourg ('HSSL') have not been dismissed and are ongoing before the US

Bankruptcy Court for the Southern District of New York. PBRS and HSSL have appealed the decision not to dismiss them and these appeals are

pending before the US Court of Appeals for the Second Circuit.

Herald Fund SPC ('Herald') litigation: HSSL and HSBC Bank plc are defending an action brought by Herald (in liquidation) before the

Luxembourg District Court seeking restitution of securities and cash in the amount of $2.5bn (plus interest), or damages in the amount of

$5.6bn (plus interest). In 2013, the Luxembourg District Court dismissed Herald’s securities restitution claim and stayed the cash restitution and

damages claims. In December 2024, the Luxembourg Court of Appeal reversed the Luxembourg District Court's dismissal and determined that

Herald's claims for restitution of securities and cash were founded in principle. HSSL has appealed this decision. Herald's claim against HSBC

Bank plc is pending.

Alpha Prime Fund Limited ('Alpha Prime') litigation: Various HSBC companies are defending a number of actions brought by Alpha Prime in

the Luxembourg District Court seeking damages for alleged breach of contract and negligence in the amount of $1.16bn (plus interest). These

matters are currently pending before the Luxembourg District Court.

In November 2024, Alpha Prime served various HSBC companies with a lawsuit filed in the Bermuda Supreme Court seeking damages for

unspecified amounts for alleged breach of contract and negligence. This claim is currently stayed.

Senator Fund SPC ('Senator') litigation: HSSL and the Luxembourg branch of HSBC Bank plc are defending a number of actions brought by

Senator before the Luxembourg District Court seeking restitution of securities in the amount of $625m (plus interest), or damages in the

amount of $188m (plus interest). These matters are currently pending before the Luxembourg District Court.

Based on the facts currently known, it is not practicable at this time for HSBC Bank plc to predict the resolution of these matters, including the

timing or any possible impact on HSBC Bank plc, which could be significant.

|  |  |
| --- | --- |
|  |  |
| 188 | HSBC Bank plc Annual Report and Accounts 2024 |

Notes on the financial statements

|  |
| --- |
|  |
|  |

US Anti-Terrorism Act litigation

Since November 2014, a number of lawsuits have been filed in federal courts in the US against various HSBC companies and others on behalf

of plaintiffs who are, or are related to, alleged victims of terrorist attacks in the Middle East. In each case, it is alleged that the defendants aided

and abetted the unlawful conduct of various sanctioned parties in violation of the US Anti-Terrorism Act, or provided banking services to

customers alleged to have connections to terrorism financing. Seven actions, which seek damages for unspecified amounts, remain pending

and HSBC Bank plc's motions to dismiss have been granted in three of these cases. These dismissals are subject to appeals and/or the plaintiffs

re-pleading their claims. The four other actions are at an early stage.

Based on the facts currently known, it is not practicable at this time for HSBC Bank plc to predict the resolution of these matters, including the

timing or any possible impact on HSBC Bank plc, which could be significant.

Interbank offered rates investigation and litigation

Euro interest rate derivatives: In December 2016, the European Commission (‘EC’) issued a decision finding that HSBC, among other banks,

engaged in anti-competitive practices in connection with the pricing of euro interest rate derivatives, and the EC imposed a fine on HSBC based

on a one-month infringement in 2007. The fine was annulled in 2019 and a lower fine was imposed in 2021, which has been paid. In January

2023, the European Court of Justice dismissed an appeal by HSBC and upheld the EC's findings on HSBC's liability. In November 2024, the

General Court of the European Union rejected a separate appeal by HSBC concerning the amount of the fine. This matter is now closed.

US dollar Libor: Beginning in 2011, HSBC and other panel banks have been named as defendants in a number of individual and putative class

action lawsuits filed in federal and state courts in the US with respect to the setting of US dollar Libor. The complaints assert claims under

various US federal and state laws, including antitrust and racketeering laws and the Commodity Exchange Act (‘US CEA’). HSBC has concluded

class settlements with five groups of plaintiffs, and several class action lawsuits brought by other groups of plaintiffs have been voluntarily

dismissed. Two individual US dollar Libor-related actions seeking damages from HSBC for unspecified amounts remain pending.

Based on the facts currently known, it is not practicable at this time for HSBC Bank plc to predict the resolution of the pending matters,

including the timing or any possible impact on HSBC Bank plc, which could be significant.

Foreign exchange-related investigations and litigation

Since 2017, HSBC Bank plc, among other financial institutions, has been defending a complaint filed by the Competition Commission of South

Africa before the South African Competition Tribunal for alleged anti-competitive behaviour in the South African foreign exchange market. In

2020, a revised complaint was filed which also named HSBC Bank USA N.A. (‘HSBC Bank USA’) as a defendant. In January 2024, the South

African Competition Appeal Court dismissed HSBC Bank USA from the revised complaint but denied HSBC Bank plc's application to dismiss.

Both the Competition Commission and HSBC Bank plc have appealed to the Constitutional Court of South Africa.

HSBC Bank plc and HSBC Holdings plc have reached a settlement with plaintiffs in Israel to resolve a class action filed in the local courts

alleging foreign exchange-related misconduct. The settlement remains subject to court approval.

Lawsuits alleging foreign exchange-related misconduct remain pending against HSBC Bank plc and other banks in courts in Brazil.

In February 2024, HSBC Bank plc and HSBC Holdings plc were joined to an existing claim brought in the UK Competition Appeals Tribunal

against various other banks alleging historical anti-competitive behaviour in the foreign exchange market and seeking approximately £3bn in

damages from all the defendants. This matter is at an early stage.

Based on the facts currently known, it is not practicable at this time for HSBC Bank plc to predict the resolution of these matters, including the

timing or any possible impact on HSBC Bank plc, which could be significant.

Precious metals fix-related litigation

US litigation: HSBC and other members of The London Silver Market Fixing Limited are defending a class action pending in the US District

Court for the Southern District of New York alleging that, from January 2007 to December 2013, the defendants conspired to manipulate the

price of silver and silver derivatives for their collective benefit in violation of US antitrust laws, the US CEA and New York state law. In May

2023, this action, which seeks damages for unspecified amounts, was dismissed but remains pending on appeal.

HSBC and other members of The London Platinum and Palladium Fixing Company Limited have been defending a class action in the US District

Court for the Southern District of New York alleging that, from January 2008 to November 2014, the defendants conspired to manipulate the

price of platinum group metals and related financial products for their collective benefit in violation of US antitrust laws and the US CEA. In

January 2025, the court approved a settlement reached with the plaintiffs to resolve this action. This matter is now closed.

Canada litigation: HSBC and other financial institutions are defending putative class actions filed in the Ontario and Quebec Superior Courts of

Justice alleging that the defendants conspired to manipulate the price of silver, gold and related derivatives in violation of the Canadian

Competition Act and common law. These actions each seek CA$1bn in damages plus CA$250m in punitive damages. Two of the actions are

proceeding and the others have been stayed.

Based on the facts currently known, it is not practicable at this time for HSBC Bank plc to predict the resolution of the pending matters,

including the timing or any possible impact on HSBC Bank plc, which could be significant.

Tax-related investigations

Since 2023, the French National Financial Prosecutor has been investigating a number of banks, including HBCE and the Paris branch of HSBC

Bank plc, in connection with alleged tax fraud related to the dividend withholding tax treatment of certain trading activities. HSBC Bank plc and

the German branch of HBCE also continue to cooperate with investigations by the German public prosecutor into numerous financial institutions

and their employees, in connection with the dividend withholding tax treatment of certain trading activities.

Based on the facts currently known, it is not practicable at this time for HSBC Bank plc to predict the resolution of these matters, including the

timing or any possible impact on HSBC Bank plc, which could be significant.

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts 2024 | 189 |

Gilts trading investigation and litigation

Since 2018, the UK Competition and Markets Authority has been investigating HSBC and four other banks for suspected anti-competitive

conduct in relation to the historical trading of gilts and related derivatives. This matter is nearing conclusion. The impact on HSBC is not

expected to be significant.

In June 2023, HSBC Bank plc and HSBC Securities (USA) Inc., among other banks, were named as defendants in a putative class action filed in

the US District Court for the Southern District of New York by plaintiffs alleging anti-competitive conduct in the gilts market and seeking

damages for unspecified amounts. Certain of the defendants, including HSBC Bank plc and HSBC Securities (USA) Inc., have reached a

settlement with the plaintiffs to resolve this matter. The settlement remains subject to court approval. Based on the facts currently known, it is

not practicable at this time for HSBC Bank plc to predict the resolution of this matter, including the timing or any possible impact on HSBC Bank

plc, which could be significant.

Other regulatory investigations, reviews and litigation

HSBC Bank plc and/or certain of its affiliates are also subject to a number of other enquiries and examinations, requests for information,

investigations and reviews by various tax authorities, regulators, competition and law enforcement authorities, as well as legal proceedings

including litigation, arbitration and other contentious proceedings, in connection with various matters arising out of their businesses and

operations.

At the present time, HSBC Bank plc does not expect the ultimate resolution of any of these matters to be material to its financial position;

however, given the uncertainties involved in legal proceedings and regulatory matters, there can be no assurance regarding the eventual

outcome of a particular matter or matters.

|  |
| --- |
|  |
|  |

33Related party transactions

The immediate and ultimate parent company of the group is HSBC Holdings plc, which is incorporated in England and Wales.

Copies of the group financial statements may be obtained from the below address.

HSBC Holdings plc

8 Canada Square

London E14 5HQ

The group's related parties include the parent, fellow subsidiaries, associates, joint ventures, post-employment benefit plans for HSBC

employees, Key Management Personnel (‘KMP’) of the bank and its ultimate parent company, HSBC Holdings plc, close family members of the

KMP and entities which are controlled, jointly controlled or significantly influenced by the KMP or their close family members.

Particulars of transactions between the group and the related parties are tabulated below in accordance with IAS 24 'Related party disclosures'.

The disclosure of the year-end balance and the highest amounts outstanding during the year are considered to be the most meaningful

information to represent the amount of the transactions and outstanding balances during the year.

Key Management Personnel

The KMP of the bank are defined as those persons having authority and responsibility for planning, directing and controlling the activities of the

bank and the group. They include the Directors of the bank, certain senior executives of the bank, directors of HSBC Holdings plc and certain

senior executives of HSBC Holdings plc.

The emoluments of those KMP who are not Directors or senior executives of the bank are paid by other Group companies who make no

recharge to the bank. Accordingly, no emoluments in respect of these KMP are included in the following disclosure.

The table below represents the compensation for KMP (directors and certain senior executives) of the bank in exchange for services rendered to

the bank for the period they served during the year.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Compensation of Key Management Personnel | | | |
|  | 2024 | 2023 | 2022 |
|  | £000 | £000 | £000 |
| Short-term employee benefits1 | 12,764 | 13,003 | 13,487 |
| Post-employment benefits | 71 | 29 | 69 |
| Other long-term employee benefits | 1,229 | 1,081 | 1,152 |
| Share-based payments | 4,195 | 4,699 | 4,234 |
| Year ended 31 Dec | 18,259 | 18,812 | 18,942 |

1Includes fees paid to non-executive Directors.

|  |  |
| --- | --- |
|  |  |
| 190 | HSBC Bank plc Annual Report and Accounts 2024 |

Notes on the financial statements

|  |
| --- |
|  |
|  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Advances and credits, guarantees and deposit balances during the year with Key Management Personnel | | | | |
|  | 2024 | | 2023 | |
|  | Balance at  31 Dec | Highest  amounts  outstanding  during year2 | Balance at  31 Dec | Highest  amounts  outstanding  during year |
|  | £m | £m | £m | £m |
| Key Management Personnel1 |  |  |  |  |
| Advances and credits | — | — | — | — |
| Deposits | 32 | 79 | 27 | 83 |

1Includes close family members and entities which are controlled or jointly controlled by KMP of the bank or their close family members.

2Exchange rate applied for non-GBP amounts is the average for the year.

The above transactions were made in the ordinary course of business and on substantially the same terms, including interest rates and security,

as for comparable transactions with persons of a similar standing or, where applicable, with other employees. The transactions did not involve

more than the normal risk of repayment or present other unfavourable features.

In addition to the requirements of IAS 24, particulars of advances (loans and quasi-loans), credits and guarantees entered into by the group with

Directors of HSBC Bank plc are required to be disclosed pursuant to section 413 of the Companies Act 2006. Under the Companies Act, there is

no requirement to disclose transactions with other KMP. During the course of 2024, there were no advances, credits and guarantees entered

into by the group with Directors of HSBC Bank plc.

Other related parties

Transactions and balances during the year with KMP of the bank’s ultimate parent company

During the course of 2024, there were no transactions and balances between KMP of the bank’s ultimate parent company, who were not

considered KMP of the bank, in respect of advances and credits, guarantees and deposits.

Transactions and balances during the year with associates and joint ventures

The group provides certain banking and financial services to associates and joint ventures, including loans, overdrafts, interest and non-interest

bearing deposits and current accounts. Details of the interests in associates and joint ventures are given in Notes 17 and 36.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Transactions and balances during the year with associates and joint ventures | | | | |
|  | 2024 | | 2023 | |
|  | Highest  balance  during the year | Balance at  31 Dec | Highest  balance during  the year | Balance at  31 Dec |
|  | £m | £m | £m | £m |
| Subordinated amounts due from associates | 87 | 46 | 185 | 128 |
| Amounts due to associates | 77 | 36 | 105 | 96 |
| Amounts due to joint ventures | 4 | 4 | 5 | 5 |
| Fair value of derivative assets with associates | 14 | 14 | 4 | 4 |
| Fair value of derivative liabilities with associates | 25 | 20 | 10 | 10 |
| Guarantees and commitments | 144 | 180 | 104 | 43 |

The above outstanding balances arose in the ordinary course of business and on substantially the same terms, including interest rates and

security, as for comparable transactions with third-party counterparties.

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts 2024 | 191 |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| The group’s transactions and balances during the year with HSBC Holdings plc and subsidiaries of HSBC Holdings plc | | | | | | | | |
|  | 2024 | | | | 2023 | | | |
|  | Due to/from  HSBC Holdings plc | | Due to/from  subsidiaries of HSBC  Holdings plc | | Due to/from  HSBC Holdings plc | | Due to/from  subsidiaries of HSBC  Holdings plc | |
|  | Highest  balance  during the  year | Balance at  31 Dec | Highest  balance  during the  year | Balance at  31 Dec | Highest  balance  during the  year | Balance at  31 Dec | Highest  balance  during the  year | Balance at  31 Dec |
|  | £m | £m | £m | £m | £m | £m | £m | £m |
| Assets |  |  |  |  |  |  |  |  |
| Trading assets | 77 | 26 | 190 | 55 | 75 | 10 | 2,883 | 78 |
| Derivatives | 6,314 | 4,220 | 23,365 | 23,365 | 7,495 | 4,767 | 27,928 | 23,035 |
| Financial assets designated and otherwise  mandatorily measured at fair value through  profit or loss | 5 | 1 | 26 | — | 5 | 5 | 26 | 26 |
| Loans and advances to banks | — | — | 6,384 | 3,723 | — | — | 5,633 | 4,434 |
| Loans and advances to customers | 15 | — | 565 | 444 | 211 | — | 571 | 408 |
| Financial investments | 194 | 79 | — | — | 194 | 194 | — | — |
| Reverse repurchase agreements – non-trading | — | — | 13,538 | 5,139 | — | — | 14,561 | 13,538 |
| Prepayments, accrued income and other  assets | 109 | 51 | 11,134 | 7,028 | 62 | 4 | 12,146 | 6,961 |
| Total related party assets at 31 Dec | 6,714 | 4,377 | 55,202 | 39,754 | 8,042 | 4,980 | 63,748 | 48,480 |
| Liabilities |  |  |  |  |  |  |  |  |
| Trading liabilities | 96 | 83 | 2,795 | 2,795 | 83 | 79 | 1,239 | 1,196 |
| Financial liabilities designated at fair value | 589 | 589 | 608 | 12 | 594 | 571 | 242 | 8 |
| Deposits by banks | — | — | 5,352 | 4,141 | — | — | 6,230 | 2,073 |
| Customer accounts | 7,441 | 1,982 | 11,113 | 2,938 | 6,601 | 5,508 | 1,999 | 1,999 |
| Derivatives | 2,320 | 2,236 | 24,744 | 24,270 | 2,824 | 2,062 | 32,126 | 23,373 |
| Subordinated liabilities | 15,938 | 15,938 | — | — | 14,444 | 13,902 | — | — |
| Repurchase agreements – non-trading | — | — | 8,187 | 3,181 | — | — | 9,983 | 8,187 |
| Provisions, accruals, deferred income and  other liabilities | 4,153 | 2,382 | 11,174 | 4,115 | 4,966 | 3,090 | 8,915 | 8,913 |
| Total related party liabilities at 31 Dec | 30,537 | 23,210 | 63,973 | 41,452 | 29,512 | 25,212 | 60,734 | 45,749 |
| Guarantees and commitments | — | — | 5,046 | 4,317 | — | — | 6,218 | 4,335 |

HSBC Bank plc routinely enters into related party transactions with other entities in the HSBC Group. These include transactions to facilitate

third-party transactions with customers, transactions for internal risk management, and other transactions relevant to HSBC Group processes.

These transactions and the above outstanding balances arose in the ordinary course of business and on substantially the same terms, including

interest rates and security, as for comparable transactions with third-party counterparties.

|  |  |
| --- | --- |
|  |  |
| 192 | HSBC Bank plc Annual Report and Accounts 2024 |

Notes on the financial statements

|  |
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|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
| The bank's transactions and balances during the year with HSBC Bank plc subsidiaries, HSBC Holdings plc and subsidiaries of  HSBC Holdings plc | | | | | | | | | | | | |
|  | 2024 | | | | | | 2023 | | | | | |
|  | Due to/from  subsidiaries of  HSBC Bank plc  subsidiaries | | Due to/from HSBC  Holdings plc | | Due to/from  subsidiaries of  HSBC Holdings  plc | | Due to/from  subsidiaries of  HSBC Bank plc  subsidiaries | | Due to/from HSBC  Holdings plc | | Due to/from  subsidiaries of  HSBC Holdings  plc | |
|  | Highest  balance  during  the year | Balance  at 31  Dec | Highest  balance  during  the year | Balance  at 31  Dec | Highest  balance  during  the year | Balance  at 31  Dec | Highest  balance  during  the year | Balance  at 31  Dec | Highest  balance  during  the year | Balance  at 31  Dec | Highest  balance  during  the year | Balance  at 31  Dec |
|  | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| Assets |  |  |  |  |  |  |  |  |  |  |  |  |
| Trading assets | 135 | 3 | 76 | 26 | 190 | 55 | 174 | 83 | 73 | 9 | 2,882 | 65 |
| Derivatives | 11,959 | 11,959 | 6,314 | 4,220 | 21,999 | 21,999 | 11,332 | 9,135 | 7,495 | 4,767 | 26,740 | 21,668 |
| Financial assets designated  and otherwise mandatorily  measured at fair value  through profit or loss | 207 | 206 | — | — | — | — | — | — | — | — | — | — |
| Loans and advances to banks | 3,059 | 2,161 | — | — | 5,015 | 2,443 | 3,246 | 2,572 | — | — | 3,892 | 2,628 |
| Loans and advances to  customers | 4,111 | 2,839 | 15 | — | 202 | 198 | 4,594 | 4,111 | 211 | — | 387 | 155 |
| Financial investments | 6,658 | 6,481 | — | — | — | — | 5,776 | 5,728 | — | — | — | — |
| Reverse repurchase  agreements – non-trading | 4,102 | 973 | — | — | 12,768 | 1,857 | 4,102 | 4,102 | — | — | 14,314 | 12,768 |
| Prepayments, accrued  income and other assets | 5,293 | 492 | 109 | 51 | 9,566 | 5,742 | 7,134 | 2,297 | 62 | 4 | 10,548 | 6,219 |
| Investments in subsidiary  undertakings | 13,247 | 13,247 | — | — | — | — | 11,627 | 11,627 | — | — | — | — |
| Total related party assets  at 31 Dec | 48,771 | 38,361 | 6,514 | 4,297 | 49,740 | 32,294 | 47,985 | 39,655 | 7,841 | 4,780 | 58,763 | 43,503 |
| Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |
| Trading liabilities | 357 | 140 | 95 | 82 | 2,795 | 2,795 | 80 | 79 | 83 | 78 | 1,239 | 1,196 |
| Financial liabilities designated  at fair value | — | — | 589 | 589 | 608 | 12 | — | — | 594 | 571 | 242 | 8 |
| Deposits by banks | 1,698 | 1,172 | — | — | 3,839 | 2,640 | 1,978 | 984 | — | — | 4,242 | 1,403 |
| Customer accounts | 661 | 563 | 7,441 | 1,982 | 10,954 | 2,698 | 583 | 405 | 6,601 | 5,508 | 1,877 | 1,877 |
| Derivatives | 10,388 | 10,022 | 2,320 | 2,236 | 22,993 | 21,934 | 13,361 | 10,388 | 2,824 | 2,062 | 29,977 | 21,869 |
| Subordinated liabilities | 700 | 700 | 15,938 | 15,938 | — | — | 700 | 700 | 14,217 | 13,676 | — | — |
| Repurchase agreements –  non-trading | 4,071 | 3,178 | — | — | 8,142 | 3,045 | 2,362 | 1,135 | — | — | 9,983 | 8,142 |
| Provisions, accruals, deferred  income and other liabilities | 7,045 | 2,679 | 4,148 | 2,379 | 10,298 | 3,684 | 7,397 | 1,250 | 4,951 | 3,087 | 8,202 | 8,186 |
| Total related party  liabilities at 31 Dec | 24,920 | 18,454 | 30,531 | 23,206 | 59,629 | 36,808 | 26,461 | 14,941 | 29,270 | 24,982 | 55,762 | 42,681 |
| Guarantees and commitments | 5,322 | 2,115 | — | — | 3,674 | 2,302 | 5,315 | 3,321 | — | — | 4,406 | 2,964 |

The above outstanding balances arose in the ordinary course of business and on substantially the same terms, including interest rates and

security, as for comparable transactions with third-party counterparties.

Post-employment benefit plans

The HSBC Bank (UK) Pension Scheme (the ‘Scheme’) entered into swap transactions with the bank to manage the inflation and interest rate

sensitivity of the liabilities. At 31 December 2024, the gross notional value of the swaps was £5,109m  (2023: £5,574m), the swaps had a

positive fair value of £336m to the bank (2023: positive fair value of £429m) and the bank had delivered collateral of £322m (2023: £439m) to the

Scheme in respect of these swaps. All swaps were executed at prevailing market rates and within standard market bid/offer spreads.

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts 2024 | 193 |

34Assets held for sale and liabilities of disposal groups held for sale

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Held for sale at 31 December | | |
|  | 2024 | 2023 |
|  | £m | £m |
| Held for sale at 31 Dec |  |  |
| Disposal groups | 21,620 | 21,792 |
| Unallocated impairment losses1 | (25) | (1,548) |
| Non-current assets held for sale | 11 | 124 |
| Assets held for sale | 21,606 | 20,368 |
| Liabilities of disposal groups held for sale | 23,110 | 20,684 |

1This represents impairment losses in excess of the carrying amount on the non-current assets, excluded from the measurement scope of IFRS 5.

Disposal groups

Planned sale of Private Banking business in Germany

On 23 September 2024, HSBC Continental Europe reached an agreement to sell its private banking business in Germany to BNP Paribas and

the disposal group met the held for sale criteria at 31 December 2024. This sale, which remains subject to works council consultation, is

expected to be completed in the second half of 2025. The sale is expected to generate an estimated pre-tax gain on disposal of £0.2bn, which

will be recognised on completion.

Planned sale of our business in South Africa

On 25 September 2024, HSBC reached an agreement to transfer its business in South Africa to local lender FirstRand Bank Ltd and the disposal

group met the held for sale criteria at 31 December 2024. The transaction, which is subject to regulatory and governmental approvals, is

expected to complete in the second half of 2025. At closing, cumulative foreign currency translation reserves and other reserves will recycle to

the income statement. At 31 December 2024, foreign currency translation reserve and other reserve losses stood at £0.1bn.

Planned sale of French Life Insurance Business

On 20 December 2024, HSBC Continental Europe, a wholly owned subsidiary of HSBC Bank plc, signed a Memorandum of Understanding

(MoU) for the planned sale of its French life insurance business, HSBC Assurances Vie (France), to Matmut Société d’Assurance Mutuelle. The

transaction, which is subject to regulatory approvals and employee consultation, is expected to complete in the second half of 2025. The

disposal group met the held for sale criteria at 31 December 2024, resulting in the reclassification of £19.3bn in assets and £18.7bn in liabilities

to held for sale, and the recognition of an immaterial loss on disposal. The total pre-tax loss at completion is estimated at £0.2bn inclusive of

migration costs and the recycling of cumulative foreign currency translation reserves, insurance finance reserves and other reserves which

stood at a net loss of £0.1bn as at 31 December 2024.

At 31 December 2024, the major classes of assets and associated liabilities of disposal groups held for sale, excluding allocated impairment

losses, were as follows:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | French Life Insurance  Business | South Africa1 | German Private  Banking Business | Total |
|  | £m | £m | £m | £m |
| Operating segment | WPB | GBM and  Corporate  Centre | WPB |  |
| Assets of disposal groups held for sale |  |  |  |  |
| Cash and balances at central banks | — | — | 1,511 | 1,511 |
| Financial assets designated and otherwise mandatorily measured at fair  value through profit and loss | 11,607 | — | — | 11,607 |
| Loans and advances to banks | 115 | — | — | 115 |
| Loans and advances to customers | — | 523 | 246 | 769 |
| Financial investments2 | 6,776 | — | — | 6,776 |
| Insurance Contract Assets | 18 | — | — | 18 |
| Prepayments, accrued income and other assets | 793 | 13 | 18 | 824 |
| Total Assets at 31 Dec 2024 | 19,309 | 536 | 1,775 | 21,620 |
|  |  |  |  |  |
| Liabilities of disposal groups held for sale |  |  |  |  |
| Customer accounts | — | 2,626 | 1,662 | 4,288 |
| Financial liabilities designated at fair value | 9 | — | 95 | 104 |
| Insurance Contract Liabilities | 17,387 | — | — | 17,387 |
| Accruals, deferred income and other liabilities | 1,272 | 41 | 18 | 1,331 |
| Total Liabilities at 31 Dec 2024 | 18,668 | 2,667 | 1,775 | 23,110 |
|  |  |  |  |  |
| Expected date of completion | Second half of  2025 | Second half of  2025 | Second half of  2025 |  |

1Under the financial terms of the sale of our South Africa business, HSBC Bank Plc will transfer the business with a net asset value of £0.5bn for a book value

less any provisions. The purchase price will be satisfied by the transfer of agreed liabilities of £2.7bn. Any required increase to the net asset value of the business

to achieve this will be satisfied by the inclusion of additional cash. As at 31 December 2024, HSBC would be expected to include a cash contribution of £2.1bn.

2Represents financial investments measured at fair value through other comprehensive income.

|  |  |
| --- | --- |
|  |  |
| 194 | HSBC Bank plc Annual Report and Accounts 2024 |

Notes on the financial statements

|  |
| --- |
|  |
|  |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | France retail banking  operations | Other1 | Total |
|  | £m | £m | £m |
| Operating segment | WPB | CMB, GBM |  |
| Assets of disposal groups held for sale |  |  |  |
| Cash and balances at central banks | 177 | — | 177 |
| Financial assets designated and otherwise mandatorily measured at fair value through  profit and loss | 38 | — | 38 |
| Loans and advances to banks | 8,103 | — | 8,103 |
| Loans and advances to customers | 13,255 | 90 | 13,345 |
| Financial investments2 | 25 | — | 25 |
| Prepayments, accrued income and other assets | 103 | 1 | 104 |
| Total Assets at 31 Dec 2023 | 21,701 | 91 | 21,792 |
|  |  |  |  |
| Liabilities of disposal groups held for sale |  |  |  |
| Customer accounts | 17,492 | 95 | 17,587 |
| Financial liabilities designated at fair value | 1,858 | — | 1,858 |
| Debt securities in issue | 1,080 | — | 1,080 |
| Accruals, deferred income and other liabilities | 159 | — | 159 |
| Total Liabilities at 31 Dec 2023 | 20,589 | 95 | 20,684 |
|  |  |  |  |
| Date of completion | 1 January 2024 |  |  |

1Includes transfer of hedge fund administration services.

2Includes financial investments measured at fair value through other comprehensive income of £21.7m and debt instruments measured at amortised cost of

£3.8m.

Business disposals

France retail banking operations

On 1 January 2024, HSBC Continental Europe completed the sale of its retail banking business in France to CCF, a subsidiary of Promontoria

MMB SAS (‘My Money Group’). The sale also included HSBC Continental Europe’s 100% ownership interest in HSBC SFH (France) and its 3%

ownership interest in Crédit Logement.

Upon completion and in accordance with the terms of the sale, HSBC Continental Europe received a €0.1bn (£0.1bn) profit participation interest

in the ultimate holding company of My Money Group. The associated impacts on initial recognition of this stake at fair value were recognised as

part of the pre-tax loss on disposal in 2023, upon the reclassification of the disposal group as held for sale. In accordance with the terms of the

sale, HSBC Continental Europe retained a portfolio of €7.1bn (£5.9bn) at the time of the sale, consisting of home and certain other loans, and

the CCF brand, which it licensed to the buyer under a long-term licence agreement. Additionally, HSBC Continental Europe’s subsidiaries, HSBC

Assurances Vie (France) and HSBC Global Asset Management (France), entered into distribution agreements with the buyer.

The customer lending balances and associated income statement impacts of the portfolio of retained loans, together with the profit participation

interest and the licence agreement of the CCF brand, were reclassified from WPB to Corporate Centre, with effect from 1 January 2024.

During the fourth quarter of 2024, we began the process of marketing the retained home and other loan portfolio for sale, which had a carrying

value of €6.7bn (£5.5bn) at 31 December 2024. As a result, we reclassified the portfolio to a hold-to-collect-and-sell business model from 1

January 2025 and will measure it prospectively from the first quarter of 2025 at fair value through other comprehensive income. We expect to

recognise an estimated £0.8bn fair value pre-tax loss in other comprehensive income on the remeasurement of the financial instruments. The

valuation of this portfolio of loans may be substantially different in the event of a sale due to entity and deal-specific factors, including funding

costs and the value of customer relationships. In the event of a sale, upon completion, the cumulative fair value changes recognised through

other comprehensive income, which would reflect the terms of an agreed sale, would reclassify to the income statement. In December 2024,

we entered into non-qualifying economic hedges, hedging interest rate risk on the portfolio and recognised a £0.1bn mark-to-market gain year-

to-date.

Armenia

On 29 November 2024, HSBC Europe BV completed the sale of HSBC Bank Armenia to Ardshinbank with a year-to-date loss of £0.1bn

recognised.

Russia

On 30 May 2024, HSBC Europe BV, a wholly-owned subsidiary of HSBC Bank plc, completed the sale of HSBC Bank (RR) (Limited Liability

Company) to Expobank. Foreign currency translation reserve losses of £0.1bn were recognised in the income statement upon completion.

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts 2024 | 195 |

35Events after the balance sheet date

In its assessment of events after the balance sheet date, the group has considered and concluded that there are no events requiring adjustment

or disclosures in the financial statements.

|  |
| --- |
|  |
|  |

36HSBC Bank plc’s subsidiaries, joint ventures and associates

In accordance with section 409 of the Companies Act 2006 a list of HSBC Bank plc subsidiaries, joint ventures and associates, the registered

office address and the effective percentage of equity owned at 31 December 2024 is disclosed below.

Unless otherwise stated, the share capital comprises ordinary or common shares which are held by HSBC Bank plc or its subsidiaries. The

ownership percentage is provided for each undertaking. The undertakings below are consolidated by HSBC Bank plc unless otherwise indicated.

HSBC Bank plc's registered office address is:

HSBC Bank plc

8 Canada Square

London E14 5HQ

|  |  |
| --- | --- |
|  |  |
| 196 | HSBC Bank plc Annual Report and Accounts 2024 |

Notes on the financial statements

|  |
| --- |
|  |
|  |

Subsidiaries

The undertakings below are consolidated by the group.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Subsidiaries | % of share class  held by  immediate parent  company  (or by HSBC Bank  plc where this  varies) | | Footnotes |
| AI Nominees (UK) One Limited | 100.00 |  | 3, 10 |
| AI Nominees (UK) Two Limited | 100.00 |  | 3, 10 |
| Assetfinance December (H) Limited | 100.00 |  | 10 |
| Assetfinance December (P) Limited | 100.00 |  | 3, 10 |
| Assetfinance December (R) Limited | 100.00 |  | 10 |
| Assetfinance June (A) Limited | 100.00 |  | 10 |
| Assetfinance March (B) Limited | 100.00 |  | 11 |
| Assetfinance March (F) Limited | 100.00 |  | 10 |
| Assetfinance September (F) Limited | 100.00 |  | 10 |
| Banco Nominees (Guernsey) Limited | 100.00 |  | 12 |
| Banco Nominees 2 (Guernsey) Limited | 100.00 |  | 12 |
| Banco Nominees Limited | 100.00 |  | 13 |
| Beau Soleil Limited Partnership | N/A |  | 1, 14 |
| BentallGreenOak China Real Estate  Investments, L.P. | N/A |  | 1, 15 |
| Canada Crescent Nominees (UK) Limited (In  Liquidation) | 100.00 |  | 3, 16 |
| CCF & Partners Asset Management Limited | 100.00 | (99.99) | 10 |
| CCF Holding (Liban) S.A.L. (In Liquidation) | 74.99 |  | 2, 17 |
| Charterhouse Administrators (D.T.) Limited | 100.00 | (99.99) | 10 |
| Charterhouse Management Services Limited | 100.00 | (99.99) | 10 |
| Charterhouse Pensions Limited | 100.00 |  | 3, 10 |
| COIF Nominees Limited | N/A |  | 1, 3, 10 |
| Corsair IV Financial Services Capital Partners -  B L.P | N/A |  | 1, 18 |
| Dempar 1 | 100.00 | (99.99) | 5, 19 |
| Eton Corporate Services Limited | 100.00 |  | 12 |
| Flandres Contentieux S.A. | 100.00 | (99.99) | 5, 19 |
| Foncière Elysées | 100.00 | (99.99) | 5, 19 |
| Griffin International Limited | 100.00 |  | 10 |
| HLF | 100.00 | (99.99) | 5, 19 |
| HSBC (BGF) Investments Limited | 100.00 |  | 3, 10 |
| HSBC Asset Finance (UK) Limited | 100.00 |  | 3, 10 |
| HSBC Asset Finance M.O.G. Holdings (UK)  Limited | 100.00 |  | 3, 10 |
| HSBC Assurances Vie (France) | 100.00 | (99.99) | 5, 20 |
| HSBC Bank (General Partner) Limited | 100.00 |  | 3, 21 |
| HSBC Bank Bermuda Limited | 100.00 |  | 3, 13 |
| HSBC Bank Capital Funding (Sterling 1) LP | N/A |  | 1, 21 |
| HSBC Bank Malta p.l.c. | 70.03 |  | 22 |
| HSBC Cayman Limited | 100.00 |  | 23 |
| HSBC Cayman Services Limited | 100.00 |  | 23 |
| HSBC Client Holdings Nominee (UK) Limited | 100.00 |  | 3, 10 |
| HSBC Client Nominee (Jersey) Limited | 100.00 |  | 2, 3, 24 |
| HSBC Continental Europe | 99.99 |  | 3, 5, 19 |
| HSBC Corporate Trustee Company (UK)  Limited | 100.00 |  | 3, 10 |
| HSBC Custody Services (Guernsey) Limited | 100.00 |  | 12 |
| HSBC Equity (UK) Limited | 100.00 |  | 3, 10 |
| HSBC Europe B.V. | 100.00 |  | 10 |
| HSBC Factoring (France) | 100.00 | (99.99) | 5, 19 |
| HSBC Financial Services (Lebanon) S.A.L | 99.83 |  | 25 |
| HSBC Global Asset Management (Bermuda)  Limited | 100.00 |  | 4, 13 |
| HSBC Global Asset Management  (Deutschland) GmbH | 100.00 | (99.99) | 7, 26 |
| HSBC Global Asset Management (France) | 100.00 | (99.99) | 5, 20 |
| HSBC Global Asset Management (Malta)  Limited | 100.00 | (70.03) | 27 |
| HSBC Global Custody Nominee (UK) Limited | 100.00 |  | 3, 10 |
| HSBC Global Custody Proprietary Nominee  (UK) Limited | 100.00 |  | 3, 10 |
| HSBC Institutional Trust Services (Bermuda)  Limited | 100.00 |  | 13 |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Subsidiaries | % of share class  held by  immediate parent  company  (or by HSBC Bank  plc where this  varies) | | Footnotes |
| HSBC Insurance Services Holdings Limited  (In Liquidation) | 100.00 |  | 3, 16 |
| HSBC Investment Bank Holdings Limited | 100.00 |  | 3, 10 |
| HSBC Issuer Services Common Depositary  Nominee (UK) Limited | 100.00 |  | 3, 10 |
| HSBC Life (UK) Limited | 100.00 |  | 3, 10 |
| HSBC Life Assurance (Malta) Ltd. | 100.00 | (70.03) | 27 |
| HSBC LU Nominees Limited | 100.00 |  | 3, 10 |
| HSBC Marking Name Nominee (UK) Limited | 100.00 |  | 3, 10 |
| HSBC Middle East Leasing Partnership | N/A |  | 1, 28 |
| HSBC Operational Services GmbH | 100.00 | (99.99) | 7, 26 |
| HSBC Overseas Nominee (UK) Limited | 100.00 |  | 3, 10 |
| HSBC PB Corporate Services 1 Limited | 100.00 |  | 29 |
| HSBC Pension Trust (Ireland) DAC | 100.00 |  | 3, 30 |
| HSBC PI Holdings (Mauritius) Limited | 100.00 |  | 31 |
| HSBC Preferential LP (UK) | 100.00 |  | 3, 10 |
| HSBC Private Bank (Luxembourg) S.A. | 100.00 | (99.99) | 32 |
| HSBC Private Bank (Suisse) SA | 100.00 |  | 3, 33 |
| HSBC Private Banking Nominee 3 (Jersey)  Limited | 100.00 |  | 29 |
| HSBC Private Equity Investments (UK)  Limited | 100.00 |  | 10 |
| HSBC Private Markets Management SARL | N/A |  | 1, 2, 34 |
| HSBC Property Funds (Holding) Limited | 100.00 |  | 10 |
| HSBC Real Estate Leasing (France) | 100.00 | (99.99) | 5, 19 |
| HSBC REIM (France) | 100.00 | (99.99) | 5, 20 |
| HSBC Securities (South Africa) (Pty) Limited | 100.00 |  | 3, 35 |
| HSBC Securities Services (Bermuda) Limited | 100.00 |  | 13 |
| HSBC Securities Services (Guernsey) Limited | 100.00 |  | 12 |
| HSBC Securities Services (Ireland) DAC | 100.00 |  | 30 |
| HSBC Securities Services (Luxembourg) S.A. | 100.00 |  | 3, 32 |
| HSBC Securities Services Holdings (Ireland)  DAC | 100.00 |  | 30 |
| HSBC Service Company Germany GmbH | 100.00 | (99.99) | 7, 26 |
| HSBC Services (France) | 100.00 | (99.99) | 5, 19 |
| HSBC SFT (C.I.) Limited | 100.00 |  | 3, 12 |
| HSBC Specialist Investments Limited | 100.00 |  | 6, 10 |
| HSBC Transaction Services GmbH | 100.00 | (99.99) | 7, 26 |
| HSBC Trinkaus & Burkhardt (International)  S.A. | 100.00 | (99.99) | 36 |
| HSBC Trinkaus & Burkhardt Gesellschaft fur  Bankbeteiligungen mbH | 100.00 | (99.99) | 26 |
| HSBC Trinkaus & Burkhardt GmbH | 100.00 | (99.99) | 7, 26 |
| HSBC Trinkaus Family Office GmbH | 100.00 | (99.99) | 7, 26 |
| HSBC Trinkaus Real Estate GmbH | 100.00 | (99.99) | 7, 26 |
| HSBC Trustee (C.I.) Limited | 100.00 |  | 3, 29 |
| HSBC Trustee (Guernsey) Limited | 100.00 |  | 3, 12 |
| HSIL Investments Limited | 100.00 |  | 10 |
| Internationale Kapitalanlagegesellschaft mit  beschränkter Haftung | 100.00 | (99.99) | 26 |
| James Capel (Nominees) Limited | 100.00 |  | 3, 10 |
| James Capel (Taiwan) Nominees Limited | 100.00 |  | 3, 10 |
| Keyser Ullmann Limited | 100.00 | (99.99) | 10 |
| Midcorp Limited | 100.00 |  | 3, 10 |
| Prudential Client HSBC GIS Nominee (UK)  Limited | 100.00 |  | 3, 10 |
| Republic Nominees Limited | 100.00 |  | 12 |
| RLUKREF Nominees (UK) One Limited | 100.00 |  | 3, 10 |
| RLUKREF Nominees (UK) Two Limited | 100.00 |  | 3, 10 |
| S.A.P.C. - Ufipro Recouvrement | 99.99 |  | 8, 19 |
| Saf Baiyun | 100.00 | (99.99) | 5, 19 |
| Saf Guangzhou | 100.00 | (99.99) | 5, 19 |
| SCI HSBC Assurances Immo | 100.00 | (99.99) | 8, 20 |
| SFM | 100.00 | (99.99) | 5, 19 |

|  |  |
| --- | --- |
|  |  |
| HSBC Bank plc Annual Report and Accounts 2024 | 197 |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Subsidiaries | % of share class  held by  immediate parent  company  (or by HSBC Bank  plc where this  varies) | | Footnotes |
| SFSS Nominees (Pty) Limited | 100.00 |  | 35 |
| Sico Limited | 100.00 |  | 38 |
| SNC Les Oliviers D'Antibes | 60.00 | (59.99) | 8, 20 |
| SNCB/M6-2007 A | 100.00 | (99.99) | 2, 5, 19 |
| SNCB/M6-2007 B | 100.00 | (99.99) | 2, 5, 19 |
| SNCB/M6-2008 A | 100.00 | (99.99) | 2, 5, 19 |
| Société Française et Suisse | 100.00 | (99.99) | 5, 19 |
| Somers Dublin DAC | 100.00 | (99.99) | 30 |
| Somers Nominees (Far East) Limited | 100.00 |  | 13 |
| Sopingest | 100.00 | (99.99) | 5, 19 |
| South Yorkshire Light Rail Limited | 100.00 |  | 10 |
| Trinkaus Europa Immobilien-Fonds Nr.3  Objekt Utrecht Verwaltungs-GmbH | 100.00 | (99.99) | 7, 26 |
| Trinkaus Immobilien-Fonds  Geschaeftsfuehrungs-GmbH | 100.00 | (99.99) | 7, 26 |
| Trinkaus Immobilien-Fonds Verwaltungs-  GmbH | 100.00 | (99.99) | 7, 26 |
| Trinkaus Private Equity Management GmbH | 100.00 | (99.99) | 7, 26 |
| Trinkaus Private Equity Verwaltungs GmbH | 100.00 | (99.99) | 7, 26 |
| Valeurs Mobilières Elysées | 100.00 | (99.99) | 5, 19 |
| Woodex Limited | 100.00 |  | 13 |

Joint ventures

The undertakings below are joint ventures and equity accounted.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Joint Ventures | % of share class  held by  immediate parent  company  (or by HSBC Bank  plc where this  varies) | | Footnotes |
| MK HoldCo Limited | 50.32 |  | 2, 39 |
| ProServe Bermuda Limited | 50.00 |  | 40 |
| The London Silver Market Fixing Limited | N/A |  | 1 ,2, 3, 41 |

Associates

The undertakings below are associates and equity accounted.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Associates | % of share class  held by  immediate parent  company  (or by HSBC Bank  plc where this  varies) | | Footnotes |
| BGF Group plc | 24.62 |  | 42 |
| Bud Financial Limited | 4.50 |  | 4, 43 |
| Divido Financial Services Limited (In  Administration) | 7.85 |  | 4, 44 |
| Episode Six Inc. | 5.69 |  | 4, 45 |
| HQLAX S.à r.l. | 6.10 |  | 4, 46 |
| Lightico Ltd | 2.80 |  | 4, 47 |
| LiquidityMatch LLC | N/A |  | 1, 48 |
| London Precious Metals Clearing Limited | 30.00 |  | 2, 3, 49 |
| Marketnode PTE. Ltd. | 12.60 |  | 4, 50 |
| Quantexa Limited | 9.36 |  | 4, 51 |
| Threadneedle Software Holdings Limited | 7.10 |  | 4, 52 |
| Trade Information Network Limited | 12.76 |  | 37 |
| Trinkaus Europa Immobilien-Fonds Nr. 7  Frankfurt Mertonviertel KG | N/A |  | 1, 26 |
| We Trade Innovation Designated Activity  Company (In Liquidation) | 9.88 |  | 2, 9 |

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| Footnotes | |
| 1 | Where an entity is governed by voting rights, HSBC consolidates when  it holds – directly or indirectly – the necessary voting rights to pass  resolutions by the governing body. In all other cases, the assessment of  control is more complex and requires judgement of other factors,  including having exposure to variability of returns, power to direct  relevant activities, and whether power is held as an agent or principal.  HSBC’s consolidation policy is described in Note 1.2(a). |
| 2 | Management has determined that these undertakings are excluded  from consolidation in the group accounts as these entities do not meet  the definition of subsidiaries in accordance with IFRS. HSBC’s  consolidation policy is described in Note 1.2(a). |
| 3 | Directly held by HSBC Bank plc |
| Description of shares | |
| 4 | Preference Shares |
| 5 | Actions |
| 6 | Redeemable Preference Shares |
| 7 | GmbH Anteil |
| 8 | Parts |
| Registered offices | |
| 9 | 10 Earlsfort Terrace, Dublin, Ireland, D02 T380 |
| 10 | 8 Canada Square, London, United Kingdom, E14 5HQ |
| 11 | 5 Donegal Square South, Northern Ireland, Belfast, United Kingdom,  BT1 5JP |
| 12 | Arnold House St Julians Avenue, St Peter Port, Guernsey, GY1 3NF |
| 13 | 37 Front Street, Harbourview Centre, Ground Floor, Hamilton,  Pembroke, Bermuda, HM 11 |
| 14 | 1 Queen's Road Central, Hong Kong |
| 15 | Oak House Hirzel Street, St Peter Port, Guernsey, GY1 2NP |
| 16 | c/o Teneo Financial Advisory Limited, The Colmore Building, 20 Colmore  Circus, Queensway, Birmingham, United Kingdom, B4 6AT |
| 17 | Solidere - Rue Saad Zaghloul Immeuble - 170 Marfaa, P.O. Box 17 5476  Mar Michael, Beyrouth, Lebanon, 11042040 |
| 18 | c/o Walkers Corporate Services Limited, Walker House, 87 Mary Street,  George Town, Grand Cayman, Cayman Islands, KY1-9005 |
| 19 | 38 avenue Kléber, Paris, France, 75116 |
| 20 | Immeuble Cœur Défense 110 esplanade du Général de Gaulle,  Courbevoie, France, 92400 |
| 21 | HSBC House Esplanade, St. Helier, Jersey, JE4 8UB |
| 22 | 116 Archbishop Street, Valletta, Malta, VLT1444 |
| 23 | P.O. Box 309 Ugland House, Grand Cayman, Cayman Islands, KY1-1104 |
| 24 | HSBC House Esplanade, St. Helier, Jersey, JE1 1HS |
| 25 | Centre Ville 1341 Building - 4th Floor Patriarche Howayek Street, PO  Box Riad El Solh, Lebanon, 9597 |
| 26 | Hansaallee 3, Düsseldorf, Germany, 40549 |
| 27 | 80 Mill Street, Qormi, Malta, QRM 3101 |
| 28 | Unit 401, Level 4, Gate Precinct Building 2, Dubai International Financial  Centre, P. O. Box 506553, Dubai, United Arab Emirates |
| 29 | HSBC House Esplanade, St. Helier, Jersey, JE1 1GT |
| 30 | 1 Grand Canal Square, Grand Canal Harbour, Dublin 2, Ireland, D02 P820 |
| 31 | 6th floor HSBC Centre 18, Cybercity, Ebene, Mauritius, 72201 |
| 32 | 18 Boulevard de Kockelscheuer, Luxembourg, Luxembourg, 1821 |
| 33 | 9-17 Quai des Bergues, Geneva, Switzerland, 1201 |
| 34 | 5 rue Heienhaff, Senningerberg, Luxembourg, L-1736 |
| 35 | 1 Mutual Place, 107 Rivonia Road, Sandton, Gauteng, South Africa,  2196 |
| 36 | 16 Boulevard d'Avranches, Luxembourg, L-1160 |
| 37 | 3 More London Riverside, London, United Kingdom, SE1 2AQ |
| 38 | Woodbourne Hall, Road Town, Tortola, British Virgin Islands, P.O. Box  3162 |
| 39 | 35 Ballards Lane, London, United Kingdom, N3 1XW |
| 40 | c/o Mayfair Corporate Services Ltd., 26 Burnaby Street, Hamilton,  Bermuda, HM11 |
| 41 | 27 Old Gloucester Street, London, United Kingdom, WC1N 3AX |
| 42 | 13-15 York Buildings, London, United Kingdom, WC2N 6JU |
| 43 | 167-169 Great Portland Street, 5th Floor, London, United Kingdom,  W1W 5PF |
| 44 | c/o Interpath Ltd, 10 Fleet Place, London, United Kingdom, EC4M 7RB |
| 45 | 251 Little Falls Drive, New Castle, Wilmington, United States of  America, 19808 |
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| 198 | HSBC Bank plc Annual Report and Accounts 2024 |

Notes on the financial statements

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| Registered offices | |
| 46 | 9 rue du Laboratoire, Grand Duchy of Luxembourg, Luxembourg, L-1911 |
| 47 | 121 HaHashmonaim St., Tel Aviv, Israel, 6713328 |
| 48 | 111 Town Square Place, Suite 840, Jersey City, New Jersey, United  States of America, 07310 |
| 49 | 7th Floor, 62 Threadneedle Street, London, United Kingdom, EC2R 8HP |
| 50 | 1 Harbourfront Avenue, #14-07 Keppel Bay Tower, Singapore, 098632 |
| 51 | c/o Company Secretarial Department, 280 Bishopsgate, London, United  Kingdom, EC2M 4AG |
| 52 | 2nd Floor, Regis House, 45 King William Street, London, United  Kingdom, EC4R 9AN |

HSBC Bank plc

8 Canada Square

London E14 5HQ

United Kingdom

Telephone: 44 020 7991 8888

www.hsbc.co.uk

Registered number 00014259