FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a - 16 or 15d - 16 of the Securities Exchange Act of 1934 For the month of February, 2006 HSBC Holdings plc 42nd Floor, 8 Canada Square, London E14 5HQ, England (Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F). Form 20-F X Form 40-F ...... (Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934). Yes....... No X (If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ..............) HSBC BANK CANADA FOURTH QUARTER 2005 RESULTS^ - HIGHLIGHTS - Net income attributable to common shares was C$457 million for the year ended 31 December 2005, an increase of 32.5 per cent over 2004. - Net income attributable to common shares was C$132 million for the quarter ended 31 December 2005, an increase of 53.5 per cent over the same period in 2004. - Return on average common equity was 21.3 per cent for the year ended 31 December 2005 and 23.8 per cent for the quarter ended 31 December 2005 compared with 18.3 per cent and 16.6 per cent, respectively, for the same periods in 2004. - The cost:income ratio improved to 52.2 per cent for the year ended 31 December 2005 and 50.0 per cent for the quarter ended 31 December 2005 compared with 56.0 per cent and 55.6 per cent, respectively, for the same periods in 2004. - Total assets were C$49.2 billion at 31 December 2005, an increase of C$5.9 billion, or 13.6 per cent, from C$43.3 billion at 31 December 2004. - Total funds under management were C$20.5 billion at 31 December 2005, an increase of C$2.8 billion, or 15.8 per cent, from C$17.7 billion at 31 December 2004. ^ Results are prepared in accordance with Canadian generally accepted accounting principles. Financial Commentary Overview HSBC Bank Canada recorded net income attributable to common shares of C$457 million for the year ended 31 December 2005, an increase of C$112 million, or 32.5 per cent, from C$345 million for 2004. Net income attributable to common shares for the quarter ended 31 December 2005 was C$132 million, an increase of C$46 million, or 53.5 per cent, compared with C$86 million for the same period in 2004. Net income in the fourth quarter of 2005 benefited from a C$14 million reversal from the general allowance for credit losses and a C$14 million adjustment to other expenses, both before income taxes. Excluding these items and the related income tax adjustments, net income attributable to common shares would have been C$432 million for the year ended 31 December 2005, an increase of C$87 million, or 25.2 per cent, over 2004. For the fourth quarter of 2005, net income attributable to common shares would have been C$107 million, an increase of C$21 million, or 24.4 per cent, over the same period last year. Commenting on the results, Lindsay Gordon, President and Chief Executive Officer, said: "Results for the fourth quarter and for the year were good and reflected the robust Canadian economy and the strength of our customers. Each of our customer groups contributed to a strong increase in revenues. Net interest income was higher from continued growth in our balance sheet. Non-interest revenues were higher on increased investment administration fees, credit fees, and foreign exchange revenue. Total non-interest expenses increased as our business grew, however, the rate of expense increase was less than the revenue growth, which resulted in a decrease in the non-interest expenses:total revenue ratio. Lastly, the stable credit environment in Canada throughout much of 2005 meant lower provisions for credit losses and resulted in a reversal in the fourth quarter from our general allowance for credit losses. "Our focus for next year will be to continue to achieve strong growth in revenues and control of our costs, while continuing to reinvest in our businesses. We expect to fully leverage our marketing efforts to help generate even more awareness of the HSBC brand within Canada to deliver sustainable organic growth." Net interest income Net interest income for the year ended 31 December 2005 was C$1,010 million, an increase of C$114 million, or 12.7 per cent, from C$896 million for 2004. For the quarter ended 31 December 2005 net interest income was C$269 million, an increase of C$40 million, or 17.5 per cent, from C$229 million for the same quarter in 2004. Higher net interest income throughout 2005 has resulted from continued growth in the balance sheet across all our customer groups, and the impact of a full year from the acquisition of Intesa Bank Canada. Economic growth in Canada continues to be strong and sentiment remains positive despite the recent increases in interest rates in Canada during the fourth quarter of 2005. Average interest earning assets were C$42.6 billion for 2005 compared with C$35.9 billion for 2004. For the fourth quarter of 2005, average interest earning assets were C$45.2 billion compared with C$38.2 billion for the fourth quarter of 2004. The net interest margin, as a percentage of average interest earning assets, was 2.37 per cent for the year ended 31 December 2005 and 2.36 per cent for the fourth quarter of 2005. For the same periods in 2004, the net interest margin was 2.49 per cent and 2.38 per cent, respectively. Net interest margins have been adversely impacted throughout 2005 by competitive pricing, which has been compounded by increased balances in lower-spread products such as residential mortgages. Net interest margins in our treasury and markets groups were adversely impacted by a flatter yield curve throughout much of 2005. Non-interest revenue Non-interest revenue was C$570 million for the year ended 31 December 2005, an increase of C$44 million, or 8.4 per cent, compared with C$526 million for 2004. For the quarter ended 31 December 2005, non-interest revenue was C$141 million compared with C$143 million in the fourth quarter of 2004. Credit fees were higher in 2005 as a result of increased activity in commercial and corporate lending, particularly in shorter-term facilities such as bankers' acceptances, guarantees, and letters of credit. Capital market fees were lower in the fourth quarter of 2005 compared with the same period in 2004, as commissions from customers' retail trading were lower. Investment administration fees were higher in 2005 due to an increase in funds under management. The volatility of the Canadian dollar relative to the US dollar throughout 2005 helped increase revenues from foreign exchange activities compared with 2004. Gains from investment securities in the fourth quarter of 2005 were lower compared with the same quarter in 2004 as the previous year's quarter included a gain realised from our investment in a private equity fund managed by our merchant banking subsidiary. Other non-interest revenue was higher in 2005 due to strong fee income from our Canadian Immigrant Investment Program ('CIIP'). Resolution of certain income tax issues Prior to 1 July 2005, an HSBC Group company ('Group') provided an unlimited guarantee of our customers' deposits. As consideration for provision of this guarantee, Group charged us a fee for the guarantee based on the guaranteed deposit amounts. For income tax purposes, we deducted this fee in determining our taxable income. Following agreement with the Canada Deposit Insurance Corporation, and reflecting our significant growth since we became part of the HSBC Group, this guarantee was discontinued for customer deposits received after 30 June 2005. In the fourth quarter of 2005, the Canadian Competent Authority of the Canada Revenue Agency ('CRA') and the UK Competent Authority of the HM Revenue & Customs in the UK agreed, in principle, to a Bilateral Advance Pricing Agreement ('BAPA'). The BAPA outlines the agreed upon rates to be used in determining the amount we can deduct as an expense for the Group guarantee, and Group includes as income, for income tax purposes for the years 2002 to 2007 inclusive. The rates in the BAPA are lower than the rate we had been using to calculate the guarantee fee expense. In the fourth quarter of 2005, Group reimbursed us C$40 million relating to 2002 to 2004, representing the non-deductible amounts as determined in the BAPA. We also recorded a C$4 million receivable for excess withholding tax paid to CRA relating to this reimbursement. As this was a related party transaction, we recorded an offsetting C$44 million increase in retained earnings, reflecting the gross amount of the reimbursement. Non-interest expenses Non-interest expenses were C$824 million for the year ended 31 December 2005, an increase of C$28 million, or 3.5 per cent, compared with C$796 million for 2004. For the quarter ended 31 December 2005, non-interest expenses were C$205 million compared with C$207 million in the fourth quarter of 2004. Salaries and benefits expenses in 2005 were C$442 million compared with C$423 million in 2004. For the fourth quarter of 2005, salaries and benefits expenses were C$111 million compared with C$107 million for the same period in 2004. Salaries expenses were higher in 2005 due to a full year of costs from former Intesa Bank Canada employees, and higher stock-based compensation, employee termination and performance based incentive costs. These were partially offset by lower defined benefit pension and other non-pension benefit costs. In the fourth quarter of 2005, salaries and benefits expenses were higher compared to the same period in 2004 due to higher salary costs on a larger employee base, and higher stock-based compensation and employee termination costs. These were partially offset by lower defined benefit pension and other non-pension benefit costs. Premises and equipment expenses in 2005 were C$107 million compared with C$101 million in 2004. For the fourth quarter of 2005, premises and equipment expenses were C$27 million compared with C$22 million for the same period in 2004. Equipment expenses were higher in 2005 primarily from increased costs associated with maintaining our computer infrastructure, as well as increased ATM costs associated with our agreement with Bank of Montreal. Other non-interest expenses in 2005 were C$275 million compared with C$272 million in 2004. For the fourth quarter of 2005, other non-interest expenses were C$67 million compared with C$78 million for the same period in 2004. The agreement with CRA referred to above resulted in a C$14 million year-to-date reduction of the guarantee fee expense, which was recorded in the fourth quarter of 2005. Before the reduction, the guarantee fee expense for 2005 was lower compared with 2004 as a result of a decrease in deposits guaranteed due to the discontinuation of Group's guarantee effective close of business on 30 June 2005. Marketing expenses were significantly higher in the fourth quarter of 2005 as a result of increased media spends to increase awareness of the HSBC brand in Canada. Transaction costs in 2005 were higher as a result of increased volumes in our brokerage operations and activity in our CIIP. These increases were partially offset by a net credit on successful resolution of certain commodity tax issues relating to prior years. Provision for income taxes The effective income tax rate for the fourth quarter of 2005 was 30.0 per cent and for the year was 33.5 per cent compared with 36.7 per cent and 37.6 per cent, respectively, for the same periods in 2004. The effective rate was lower in 2005 primarily from the resolution of the deductibility of the guarantee fee expense, as discussed above, which resulted in a net reduction of C$7 million in income tax expense for the fourth quarter of 2005. Credit quality and provision for credit losses The provision for credit losses was C$27 million for the year ended 31 December 2005 compared with C$66 million for 2004. For the quarter ended 31 December 2005 the provision for credit losses was C$6 million compared with C$22 million for the same period in 2004. The continued strong economic conditions in Canada throughout 2005 resulted in favourable credit conditions leading to a lower provision for credit losses. During the fourth quarter of 2005 we reversed C$14 million of our general allowance for credit losses, primarily reflecting the consistently low loss experience in Western Canada over the past few years, and the current strength of the economy. Gross impaired loans decreased to C$130 million at 31 December 2005 compared with C$182 million at 31 December 2004. Total impaired loans, net of specific allowances for credit losses, were C$73 million at 31 December 2005 compared with C$112 million at 31 December 2004. The general allowance for credit losses was C$269 million at 31 December 2005 compared with C$279 million at 31 December 2004. The total allowance for credit losses, as a percentage of loans outstanding was 1.01 per cent at 31 December 2005 compared with 1.22 per cent at 31 December 2004. Balance sheet Total assets at 31 December 2005 were C$49.2 billion, an increase of C$5.9 billion from C$43.3 billion at 31 December 2004. Stable interest rates throughout 2005, strong economic conditions, and an active housing market in Canada helped spur loan growth across all customer groups. Commercial loans and bankers' acceptances increased C$2.4 billion in total to C$19.6 billion at 31 December 2005 compared with C$17.2 billion at the same time in 2004. Residential mortgages and consumer loans increased C$1.4 billion to C$16.6 billion in total at 31 December 2005 compared with C$15.2 billion at 31 December 2004. Cash resources increased in 2005 by C$1.6 billion, primarily in deposits with other banks. Securities and assets purchased under reverse repurchase agreements were C$0.8 billion higher at 31 December 2005 compared with the same time in 2004, primarily from increased trading activity. Total deposits at 31 December 2005 were C$38.6 billion, an increase of C$4.8 billion from C$33.8 billion at 31 December 2004. Deposits from individuals increased to C$15.3 billion at 31 December 2005 compared with C$14.8 billion at the same time last year. Commercial deposits increased C$2.9 billion to C$21.3 billion at 31 December 2005 and deposits from other banks increased to C$2.0 billion at 31 December 2005 from C$0.6 billion at 31 December 2004 to fund the strong asset growth experienced in 2005. Total assets under administration Funds under management were C$20.5 billion at 31 December 2005 compared with C$17.7 billion at 31 December 2004. Including custody and administration balances, total assets under administration were C$28.0 billion at 31 December 2005 compared with C$22.8 billion at 31 December 2004. Growth in funds under management during 2005 resulted from continued investment in our brokerage operations during the year and from success in our Private Client products. Additionally, Canadian equity markets, which were aided by higher natural resource prices, performed substantially better in 2005 relative to the US markets. Capital ratios The tier 1 capital ratio was 9.0 per cent and the total capital ratio was 11.2 per cent at 31 December 2005. This compares with 8.6 per cent and 11.0 per cent, respectively, at 31 December 2004. In the fourth quarter of 2005, we issued C$175 million in Class 1 Preferred Shares Series D. Total capital issues in 2005 amounted to C$350 million in preferred shares and C$200 million in asset trust securities. During 2005, C$125 million in previously issued preferred shares were redeemed. Dividends During the fourth quarter of 2005, we declared C$135 million in dividends on our common shares of which C$60 million was payable at 31 December 2005. Dividends declared on our common shares totalled C$330 million in 2005. Regular dividends of 31.875 cents per share have been declared on our Class 1 Preferred Shares - Series C and 31.25 cents per share on our Class 1 Preferred Shares - Series D. The dividends will be payable in cash on 31 March 2006, for shareholders of record on 15 March 2006. Dividends declared on our preferred shares totalled C$13 million in 2005. About HSBC Bank Canada HSBC Bank Canada, a subsidiary of HSBC Holdings plc, has more than 170 offices. With over 9,700 offices in 77 countries and territories and assets of US$1,467 billion at 30 June 2005, the HSBC Group is one of the world's largest banking and financial services organisations. For more information about HSBC Bank Canada and our products and services, visit our website at hsbc.ca. Copies of our 2005 Annual Report will be sent to shareholders in March 2006. This document may contain forward-looking statements, including statements regarding the business and anticipated financial performance of HSBC Bank Canada. These statements are subject to a number of risks and uncertainties that may cause actual results to differ materially from those contemplated by the forward-looking statements. Some of the factors that could cause such differences include legislative or regulatory developments, competition, technological change, global capital market activity, changes in government monetary and economic policies, changes in prevailing interest rates, inflation levels and general economic conditions in geographic areas where HSBC Bank Canada operates. Summary Figures in C$ millions Quarter ended Year ended (except per share amounts) 31DEC05 30SEP05 31DEC04 31DEC05 31DEC04 Earnings Net income attributable to common shares 132 113 86 457 345 Basic earnings per share ^ 0.27 0.23 0.18 0.94 0.72 Performance ratios (per cent) Return on average common equity 23.8 20.9 16.6 21.3 18.3 Return on average assets 1.06 0.92 0.80 0.97 0.85 Net interest margin ^^ 2.36 2.36 2.38 2.37 2.49 Non-interest expenses:total revenue ratio 50.0 51.2 55.6 52.2 56.0 Non-interest revenue:total revenue ratio 34.4 35.7 38.4 36.1 37.0 Credit information Impaired loans 130 132 182 Allowance for credit losses - Balance at end of period 326 337 349 - As a percentage of impaired loans 251 255 192 - As a percentage of loans outstanding 1.01 1.04 1.22 Average balances Assets 49,605 48,754 43,008 47,282 40,421 Loans 32,387 31,535 28,235 30,678 26,922 Deposits 39,006 38,572 32,640 37,340 30,823 Common equity 2,204 2,157 2,070 2,150 1,886 Capital ratios (per cent) Tier 1 9.0 8.7 8.6 Total capital 11.2 10.9 11.0 Total assets under administration Funds under management 20,453 19,872 17,687 Custodial accounts 7,594 6,585 5,077 Total assets under administration 28,047 26,457 22,764 ^ Basic earnings per share are not materially different from basic earnings per share from continuing operations. ^ ^ Net interest income as a percentage of average interest earning assets for the period. Consolidated Statement of Income (Unaudited) Figures in C$ millions Quarter ended Year ended (except per share amounts) 31DEC05 30SEP05 31DEC04 31DEC05 31DEC04 ^ ^ Interest and dividend income Loans 444 417 366 1,631 1,396 Securities 40 31 22 120 82 Deposits with regulated financial institutions 52 45 26 166 69 536 493 414 1,917 1,547 Interest expense Deposits 261 226 177 882 617 Debentures 6 6 8 25 34 267 232 185 907 651 Net interest income 269 261 229 1,010 896 Non-interest revenue Deposit and payment service charges 22 20 20 84 81 Credit fees 26 23 21 95 81 Capital market fees 25 25 30 106 106 Investment administration fees 22 24 17 80 65 Foreign exchange 21 19 18 76 68 Trade finance 6 7 6 27 28 Trading revenue 1 4 3 11 10 Investment securities gains 2 3 11 16 17 Securitisation income 6 5 4 24 25 Other 10 15 13 51 45 141 145 143 570 526 Total revenue 410 406 372 1,580 1,422 Provision for credit losses 6 7 22 27 66 Non-interest expenses Salaries and employee benefits 111 112 107 442 423 Premises and equipment 27 26 22 107 101 Other 67 70 78 275 272 205 208 207 824 796 Income before the undernoted 199 191 143 729 560 Effect of accounting change - - - - 14 Income before provision and non-controlling interest in income of trust 199 191 143 729 574 Provision for income taxes 58 67 51 237 210 Non-controlling interest in income of trust 6 7 4 22 16 Income from continuing operations 135 117 88 470 348 Income from discontinued operations - - - - 5 Net income 135 117 88 470 353 Preferred share dividends 3 4 2 13 8 Net income attributable to common shares 132 113 86 457 345 Average common shares outstanding (000) 488,668 488,668 488,668 488,668 481,066 Basic earnings per share (C$) 0.27 0.23 0.18 0.94 0.72 ^ Certain prior period amounts have been reclassified to conform with the current year presentation. ^ ^Reflects the sale of HSBC Canadian Direct Insurance Incorporated effective 30 April 2004. Condensed Consolidated Balance Sheet (Unaudited) Figures in C$ millions At 31DEC05 At 31DEC04 Assets Cash and deposits with Bank of Canada 409 328 Deposits with regulated 5,549 4,094 financial institutions 5,958 4,422 Investment securities 2,923 1,967 Trading securities 1,418 1,055 4,341 3,022 Assets purchased under reverse repurchase agreements 1,752 2,264 Loans - Businesses and government 15,571 13,450 - Residential mortgage 12,865 11,966 - Consumer 3,734 3,252 - Allowance for credit losses (326) (349) 31,844 28,319 Customers' liability under acceptances 4,002 3,754 Land, buildings and equipment 103 101 Other assets 1,210 1,381 5,315 5,236 Total assets 49,210 43,263 Liabilities and shareholders' equity Deposits - Regulated financial institutions 1,975 635 - Individuals 15,300 14,818 - Businesses and governments 21,333 18,395 38,608 33,848 Acceptances 4,002 3,754 Assets sold under repurchase agreements 302 23 Other liabilities 2,849 2,785 Non-controlling interest in 430 230 trust and subsidary 7,583 6,792 Subordinated debentures 423 426 Shareholders' equity - Preferred shares 350 125 - Common shares 1,125 1,125 - Contributed surplus 187 177 - Retained earnings 934 770 2,596 2,197 Total liabilities and shareholders' equity 49,210 43,263 Condensed Consolidated Statement of Cash Flows (Unaudited) Quarter ended Year ended Figures in C$ millions 31DEC05 30SEP05 31DEC04 31DEC05 31DEC04 Cash flows provided by/ (used in): - Operating activities (100) 412 60 424 416 - Financing activities 141 1,174 669 5,131 3,492 - Investing activities 335 (1,483) (578) (4,362) (3,350) Increase in cash and cash equivalents 376 103 151 1,193 558 Cash and cash equivalents, beginning of period 4,824 4,721 3,856 4,007 3,449 Cash and cash equivalents, end of period 5,200 4,824 4,007 5,200 4,007 Represented by: - Cash resources per balance sheet 5,958 5,531 4,422 - less non-operating deposits ^ (758) (707) (415) - Cash and cash equivalents, end of period 5,200 4,824 4,007 ^ Non-operating deposits are comprised primarily of cash which reprices after 90 days and cash restricted for recourse on securitisation transactions. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. HSBC Holdings plc By: Name: P A Stafford Title: Assistant Group Secretary Date: 14 February 2006