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LLOY Lloyds Banking Group Plc

52.64
0.58 (1.11%)
Last Updated: 09:10:15
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Lloyds Banking Group Plc LSE:LLOY London Ordinary Share GB0008706128 ORD 10P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.58 1.11% 52.64 52.64 52.68 52.74 52.26 52.38 12,094,263 09:10:15
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Commercial Banks, Nec 23.74B 5.46B 0.0859 6.12 33.41B

Lloyds Banking Group PLC 2013 Results (9581Z)

13/02/2014 7:02am

UK Regulatory


Lloyds Banking (LSE:LLOY)
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TIDMLLOY

RNS Number : 9581Z

Lloyds Banking Group PLC

13 February 2014

Lloyds Banking Group plc

2013 Results

13 February 2014

 
                                                 BASIS OF PRESENTATION 
 This report covers the results of Lloyds Banking Group plc together 
  with its subsidiaries (the Group) for the year ended 31 December 
  2013. In accordance with the Listing Rules of the UK Listing Authority, 
  these preliminary results have been agreed with the Company's auditors, 
  PricewaterhouseCoopers LLP, even though an audit opinion has not 
  yet been issued. The Directors have not been made aware of any 
  likely modification to the auditors' report to be included with 
  the annual report and accounts for the year ended 31 December 2013. 
 Statutory basis 
  Statutory information is set out on pages 80 to 128. However, a 
  number of factors have had a significant effect on the comparability 
  of the Group's financial position and results. As a result, comparison 
  on a statutory basis of the 2013 results with 2012 is of limited 
  benefit. 
  Underlying basis 
   In order to present a more meaningful view of business performance, 
   the results of the Group and divisions are presented on an underlying 
   basis. The key principles adopted in the preparation of the underlying 
   basis of reporting are described below. 
    *    In order to reflect the impact of the acquisition of 
         HBOS, the following have been excluded: 
 
 
    *    the amortisation of purchased intangible assets; and 
 
 
    *    the unwind of acquisition-related fair value 
         adjustments. 
 
 
    *    The following items, not related to acquisition 
         accounting, have also been excluded from underlying 
         profit: 
 
        *    the effects of certain asset sales, liabilit   *    payment protection insurance provision; 
       y 
             management and volatile items; 
                                                            *    insurance gross up; 
 
        *    volatility arising in insurance businesses; 
                                                            *    certain past service pensions items in respect of the 
                                                                 Group's defined benefit pension schemes; and 
        *    Simplification costs; 
 
                                                            *    other regulatory provisions. 
        *    Verde costs; 
 The financial statements have been restated following the implementation 
  of IAS 19R Employee Benefits and IFRS 10 
  Consolidated Financial Statements with effect from 1 January 2013. 
  Further details are shown on page 123. 
 
  To enable a better understanding of the Group's core business trends 
  and outlook, certain income statement, balance sheet and regulatory 
  capital information is analysed between core and non-core portfolios. 
  The non-core portfolios consist of businesses which deliver below-hurdle 
  returns, which are outside the Group's risk appetite or may be 
  distressed, are subscale or have an unclear value proposition, 
  or have a poor fit with the Group's customer strategy. The EC mandated 
  retail business disposal (Project Verde) is included in core portfolios. 
 
  The Group's core and non-core activities are not managed separately 
  and the preparation of this information requires management to 
  make estimates and assumptions that impact the reported income 
  statements, balance sheet, regulatory capital related and risk 
  amounts analysed as core and as non-core. The Group uses a methodology 
  that categorises income and expenses as non-core only where management 
  expect that the income or expense will cease to be earned or incurred 
  when the associated asset or liability is divested or run-off, 
  and allocates operational costs to the core portfolio unless they 
  are directly related to non-core activities. This results in the 
  reported operating costs for the non-core portfolios being less 
  than would be required to manage these portfolios on a stand-alone 
  basis. Due to the inherent uncertainty in making estimates, a different 
  methodology or a different estimate of the allocation might result 
  in a different proportion of the Group's income or expenses being 
  allocated to the core and non-core portfolios, different assets 
  and liabilities being deemed core or non-core and accordingly a 
  different allocation of the regulatory effects. 
 
  Unless otherwise stated income statement commentaries throughout 
  this document compare the year ended 31 December 2013 to the year 
  ended 31 December 2012, and the balance sheet analysis compares 
  the Group balance sheet as at 31 December 2013 to the Group balance 
  sheet as at 31 December 2012. 
 
  Additional pro forma disclosures: Non-core assets, risk-weighted 
  assets and the fully loaded CRD IV capital ratios are also presented 
  on a pro forma basis. The pro forma basis reflects the impact of 
  certain announced transactions which have yet to complete as at 
  the balance sheet date. As at 31 December 2013 these were the announced 
  sales of Heidelberger Leben, Scottish Widows Investment Partnership 
  and Sainsbury's Bank. 
---------------------------------------------------------------------------------------------------------------------- 
 

FORWARD LOOKING STATEMENTS

This announcement contains forward looking statements with respect to the business, strategy and plans of the Lloyds Banking Group and its current goals and expectations relating to its future financial condition and performance. Statements that are not historical facts, including statements about the Group or the Group's management's beliefs and expectations, are forward looking statements. By their nature, forward looking statements involve risk and uncertainty because they relate to future events and circumstances that will or may occur. The Group's actual future business, strategy, plans and/or results may differ materially from those expressed or implied in these forward looking statements as a result of a variety of factors, including, but not limited to, UK domestic and global economic and business conditions; the ability to derive cost savings and other benefits, including as a result of the Group's Simplification programme; and to access sufficient funding to meet the Group's liquidity needs; changes to the Group's credit ratings; risks concerning borrower or counterparty credit quality; instability in the global financial markets, including Eurozone instability and the impact of any sovereign credit rating downgrade or other sovereign financial issues; market-related risks including changes in interest rates and exchange rates; changing demographic and market-related trends; changes in customer preferences; changes to laws, regulation, accounting standards or taxation, including changes to regulatory capital or liquidity requirements; the policies and actions of governmental or regulatory authorities in the UK, the European Union, or other jurisdictions in which the Group operates, including the US; the implementation of Recovery and Resolution Directive and banking reform following the recommendations made by the Independent Commission on Banking; the ability to attract and retain senior management and other employees; requirements or limitations imposed on the Group as a result of HM Treasury's investment in the Group; the ability to satisfactorily dispose of certain assets or otherwise meet the Group's EC State aid obligations; the extent of any future impairment charges or write-downs caused by depressed asset valuations, market disruptions and illiquid markets; the effects of competition and the actions of competitors, including non-bank financial services and lending companies; exposure to regulatory scrutiny, legal proceedings, regulatory investigations or complaints, and other factors. Please refer to the latest Annual Report on Form 20-F filed with the US Securities and Exchange Commission for a discussion of certain factors together with examples of forward looking statements. The forward looking statements contained in this announcement are made as at the date of this announcement, and the Group undertakes no obligation to update any of its forward looking statements.

CONTENTS

 
                                                                    Page 
Key highlights and outlook                                             1 
Results summary                                                        2 
Consolidated income statement                                          3 
Balance sheet and key ratios                                           3 
Consolidated income statement - core and non-core                      4 
Balance sheet and key ratios - core and non-core                       4 
Summary consolidated balance sheet                                     5 
Group Chief Executive's statement                                      6 
Group Finance Director's review of financial performance              12 
Underlying basis segmental analysis                                   21 
Underlying basis quarterly information                                24 
 
Divisional highlights 
    Retail                                                            25 
    Commercial Banking                                                27 
    Wealth, Asset Finance and International                           29 
    Insurance                                                         31 
    Group Operations                                                  34 
    Central items                                                     34 
 
Additional information 
    Reconciliation between statutory and underlying basis results     35 
    Banking net interest margin                                       36 
    Volatility arising in insurance businesses                        36 
    Number of employees (full-time equivalent)                        38 
    Remuneration                                                      38 
 
Risk management                                                       39 
Principal risks and uncertainties                                     40 
Credit risk portfolio                                                 42 
Funding and liquidity management                                      65 
Capital management                                                    70 
 
Statutory information                                                 80 
Primary statements 
    Consolidated income statement                                     81 
    Consolidated statement of comprehensive income                    82 
    Consolidated balance sheet                                        83 
    Consolidated statement of changes in equity                       85 
    Consolidated cash flow statement                                  87 
    Notes                                                             88 
 
 

RESULTS FOR THE FULL YEAR

Substantial strategic progress and improved performance

'Over the last three years we have reshaped, strengthened and simplified our business to create a low-risk efficient retail and commercial bank that is focused on our customers and on helping Britain prosper. These results, with Group underlying profit more than doubled to GBP6.2 billion, confirm that the Group is returning to robust health, thanks to the commitment of our people and the consistent execution of the strategy we set out in June 2011. We have a strong business model and have made significant progress, despite our legacy issues, in improving our capital position and profitability in a sustainable way. As a result, the UK Government started the process of returning the Group to full private ownership.

Looking ahead, we see a range of opportunities to grow our business with both retail and commercial customers, supported by our revitalised Lloyds Bank and Scottish Widows brands, and the good momentum we have in our Halifax challenger brand and in Bank of Scotland. In 2014, we expect to make further improvements to customer service, and to continue to grow our core loan book, especially in SMEs, and reduce costs and risk. We also expect to apply to the regulator in the second half of the year to restart dividend payments at a modest level and to deliver progressive and sustainable payments to shareholders thereafter. This will be another important milestone on our journey to rebuild trust and confidence in our Group.'

António Horta-Osório

Group Chief Executive

KEY HIGHLIGHTS AND OUTLOOK

In 2013, we made substantial progress on our strategy to become the best bank for customers and to create a customer focused, highly efficient, profitable and low risk bank:

-- Grew lending in our core business by 3 per cent to support our customers and help Britain prosper

-- Invested in our products and services for our customers, while further reducing costs and improving efficiency through our Simplification programme

-- Significantly improved our financial performance, with Group underlying profit more than doubled to GBP6.2 billion, and a statutory profit before tax of GBP415 million

-- Substantially strengthened our balance sheet, despite a charge for legacy business provisions totalling GBP3.5 billion, primarily relating to legacy Payment Protection Insurance business

-- Lowered risk by reducing non-core assets and our international presence, and by growing our customer deposits and reducing our reliance on funding from the wholesale markets

   --     As a result, the UK Government began reducing its stake in the Group in September 

Looking ahead, we expect to make further progress on the execution of our strategic plan. We expect to:

-- Increase lending to core customers: for retail customers, mortgage market net lending in 2014 expected to grow, supported by our target to lend around GBP10 billion to approximately 80,000 first time buyers in 2014; for commercial customers, above market lending growth led by strong momentum in SME lending

-- Invest in product propositions and digital capabilities across our brands and divisions, to deliver the products our customers need through the channels they prefer, while improving efficiency and customer service

   --     Grow our deposit base supported by our multi-brand strategy 

-- Achieve a low cost of equity and funds by further reducing costs and risk, resulting in a unique competitive position

-- Expect, prior to any dividends, to generate fully loaded CET1 capital of around 2.5 percentage points over the next two years, and thereafter 1.5 - 2 percentage points per annum

-- Apply in the second half of 2014 to restart dividend payments, and to move to a dividend payout ratio of at least 50 per cent of sustainable earnings in the medium term

RESULTS SUMMARY

Substantial progress on strategic plan, enhancing service for customers whilst helping Britain prosper

   --     Continue to support the UK economy through lending to SMEs and first-time buyers with active participation in the Funding for Lending Scheme and Help to Buy 

-- Core loan book now growing in all divisions; returned mortgage lending to growth in the third quarter

-- Launched a rebranded, revitalised Lloyds Bank and returned TSB to the high street in September

-- Further strong performance in customer service with Net Promoter Scores increasing by 11 per cent over the year

-- Continued reduction in FCA reportable banking complaints (excluding PPI) to 1.0 per 1,000 accounts, the lowest of any major UK bank; Halifax now at 0.8 per 1,000 accounts

Balance sheet further strengthened and risk reduced as we simplify the Group

-- Strong capital build despite legacy charges, with pro forma fully loaded CET1 ratio of 10.3 per cent and core tier 1 ratio of 14.0 per cent

-- Group loan to deposit ratio improved to 113 per cent (31 Dec 2012: 121 per cent); core ratio improved to 100 per cent

-- Non-core asset reduction of GBP34.9 billion during the year, to GBP63.5 billion, ahead of plan and GBP2.6 billion capital accretive overall. Non-retail non-core assets reduced to GBP24.7 billion

-- Further progress in reducing our international presence with exit from 21 countries since June 2011 now completed or announced; target for international presence of 10 countries or fewer in 2014 already achieved

-- Strong leverage ratios of 4.1 per cent (pro forma CRD IV basis) and 4.5 per cent (pro forma Basel III 2014 basis)

Group underlying profit and returns substantially increased; core profit and returns further improved

   --     Underlying profit increased by 140 per cent to GBP6,166 million in 2013 
   --     Return on risk-weighted assets increased to 2.14 per cent (2012: 0.77 per cent) 
   --     Underlying income of GBP18,805 million, up 2 per cent 

-- Banking net interest margin increased 19 basis points to 2.12 per cent, and to 2.29 per cent in the fourth quarter

   --     Costs reduced by 5 per cent to GBP9,635 million 

-- Credit quality continues to improve: impairment charge reduced by 47 per cent to GBP3,004 million; impairment charge as a percentage of average advances improved to 0.57 per cent (2012: 1.02 per cent)

   --     Core underlying profit increased by 24 per cent to GBP7,574 million 

-- Core return on risk-weighted assets increased from 2.54 per cent in 2012 to 3.26 per cent in 2013

Statutory profit before tax of GBP415 million; tangible net asset value per share of 48.5p

-- Statutory profit before tax of GBP415 million (2012: loss of GBP606 million) including charge for legacy PPI business of GBP3,050 million

-- Tangible net asset value per share at 31 December 2013 48.5p (31 Dec 2012: 51.9p); includes loss on capital accretive non-core disposals, deferred tax write-offs, adverse reserve movements, and legacy charges

Guidance reflects confidence in the future

-- 2014 full year Group net interest margin expected to stabilise at around the Q4 2013 level of 2.29 per cent, excluding impact of TSB disposal

   --     Costs for 2014 are expected to be around GBP9 billion, excluding TSB running costs 

-- Impairment charge as a percentage of average advances expected to reduce to around 50 basis points for 2014

-- Run-off portfolio (non-core non-retail assets and certain non-core retail assets) expected to reduce to c.GBP23 billion and non-core non-retail assets to c.GBP15 billion by the end of 2014

-- Expect, prior to any dividends, to generate fully loaded CET1 capital of around 2.5 percentage points over the next two years, and thereafter 1.5 - 2 percentage points per annum

-- Expect to apply to the PRA in the second half of 2014 to restart dividend payments, commencing at a modest level

-- Progressive dividend policy expected thereafter moving to a dividend payout ratio of at least 50 per cent of sustainable earnings in the medium term

UNDERLYING BASIS CONSOLIDATED INCOME STATEMENT

 
 
                                                         2013      2012(1)   Change 
                                                  GBP million  GBP million        % 
 
Net interest income                                    10,885       10,335        5 
Other income                                            7,920        8,051      (2) 
                                                  ----------- 
Total underlying income                                18,805       18,386        2 
Total costs                                           (9,635)     (10,124)        5 
Impairment                                            (3,004)      (5,697)       47 
                                                  ----------- 
Underlying profit                                       6,166        2,565      140 
                                                  -----------  ----------- 
    Core                                                7,574        6,112       24 
    Non-core                                          (1,408)      (3,547)       60 
                                                  -----------  ----------- 
 
Asset sales, liability management and volatile 
 items                                                  (280)        2,532 
Simplification and Verde costs                        (1,517)      (1,246) 
Legacy items                                          (3,455)      (4,225) 
Other items                                             (499)        (232) 
                                                  ----------- 
Profit (loss) before tax - statutory                      415        (606) 
Taxation                                              (1,217)        (781) 
                                                  -----------  ----------- 
Loss for the year                                       (802)      (1,387) 
                                                  -----------  ----------- 
 
Loss per share                                         (1.2)p       (2.1)p     0.9p 
 
Banking net interest margin                             2.12%        1.93%     19bp 
Average interest-earning banking assets            GBP510.9bn   GBP543.3bn      (6) 
Cost:income ratio (excluding St. James's Place)         52.9%        55.1%  (2.2)pp 
Asset quality ratio(2)                                  0.57%        1.02%   (45)bp 
Return on risk-weighted assets                          2.14%        0.77%    137bp 
 

BALANCE SHEET AND KEY RATIOS

 
                                                     At 31       At 31 
                                                       Dec         Dec  Change 
                                                      2013        2012       % 
 
Loans and advances to customers(3)              GBP495.2bn  GBP512.1bn     (3) 
Customer deposits(4)                            GBP438.3bn  GBP422.5bn       4 
Loan to deposit ratio(5)                              113%        121%   (8)pp 
Total assets                                    GBP847.0bn  GBP934.2bn     (9) 
Wholesale funding                               GBP137.6bn  GBP169.6bn    (19) 
Wholesale funding <1 year maturity               GBP44.2bn   GBP50.6bn    (13) 
Risk-weighted assets                            GBP263.9bn  GBP310.3bn    (15) 
Core tier 1 capital ratio                            14.0%       12.0%   2.0pp 
Pro forma fully loaded common equity tier 1 
 ratio(6)                                            10.3%        8.1%   2.2pp 
Pro forma fully loaded CRD IV leverage ratio 
 (including tier 1 instruments)(6,7)                  4.1%        3.8%   0.3pp 
Fully loaded common equity tier 1 ratio              10.0%        8.1%   1.9pp 
Fully loaded CRD IV leverage ratio (including 
 tier 1 instruments)(7)                               4.0%        3.8%   0.2pp 
 
Net tangible assets per share(1)                     48.5p       51.9p  (3.4)p 
 
 
(1)  Restated to reflect the implementation of IAS 19R and IFRS 10. 
      See page 123. 
(2)  Impairment charge as a % of average advances. 
(3)  Excludes reverse repos of GBP0.1 billion (31 December 2012: GBP5.1 
      billion). 
(4)  Excludes repos of GBP3.0 billion (31 December 2012: GBP4.4 billion). 
(5)  Loans and advances to customers excluding reverse repos divided 
      by customer deposits excluding repos. 
(6)  Pro forma ratios include the benefit of the announced sales of 
      Heidelberger Leben, Scottish Widows Investment Partnership and 
      Sainsbury's Bank. 
(7)  Includes the full value of tier 1 instruments reported under the 
      prevailing rules as at 31 December 2013. 
 

UNDERLYING BASIS CONSOLIDATED INCOME STATEMENT - CORE AND NON-CORE

 
 
Core                                    2013      2012(1)  Change 
                                 GBP million  GBP million       % 
 
Net interest income                   10,638        9,868       8 
Other income                           7,606        7,417       3 
Total underlying income               18,244       17,285       6 
Total costs                          (9,149)      (9,254)       1 
Impairment                           (1,521)      (1,919)      21 
                                 -----------  ----------- 
Underlying profit                      7,574        6,112      24 
                                 -----------  ----------- 
 
Banking net interest margin            2.49%        2.32%    17bp 
Asset quality ratio                    0.35%        0.44%   (9)bp 
Return on risk-weighted assets         3.26%        2.54%    72bp 
 
 
Non-core 
 
Net interest income               247      467     (47) 
Other income                      314      634     (50) 
                              -------  ------- 
Total underlying income           561    1,101     (49) 
Total costs                     (486)    (870)       44 
Impairment                    (1,483)  (3,778)       61 
                              -------  ------- 
Underlying loss               (1,408)  (3,547)       60 
                              -------  ------- 
 
Banking net interest margin     0.41%    0.55%   (14)bp 
Asset quality ratio             1.61%    3.08%  (147)bp 
 

BALANCE SHEET AND KEY RATIOS - CORE AND NON-CORE

 
                                          At 31       At 31 
                                            Dec         Dec 
Core                                       2013        2012  Change 
                                                                  % 
 
Loans and advances to customers(2)   GBP436.9bn  GBP425.3bn       3 
Customer deposits(3)                 GBP435.6bn  GBP419.1bn       4 
Core loan to deposit ratio(4)              100%        101%   (1)pp 
 
Risk-weighted assets                 GBP224.9bn  GBP237.4bn     (5) 
 
Non-core 
 
 
Retail non-core assets                GBP38.8bn   GBP49.9bn    (22) 
Non-retail non-core assets            GBP24.7bn   GBP48.5bn    (49) 
Total non-core assets                 GBP63.5bn   GBP98.4bn    (35) 
 
Risk-weighted assets                  GBP39.0bn   GBP72.9bn    (47) 
 
 
 
(1)  Restated to reflect the implementation of IAS 19R and IFRS 10. 
      See page 123. 
(2)  Excludes reverse repos of GBP0.1 billion (31 December 2012: GBP5.1 
      billion). 
(3)  Excludes repos of GBP3.0 billion (31 December 2012: GBP4.4 billion). 
(4)  Loans and advances to customers excluding reverse repos divided 
      by customer deposits excluding repos. 
 

SUMMARY CONSOLIDATED BALANCE SHEET

 
                                                     At 31 Dec    At 31 Dec 
                                                          2013      2012(1) 
Assets                                             GBP million  GBP million 
 
Cash and balances at central banks                      49,915       80,298 
Trading and other financial assets at fair value 
 through profit or loss                                142,683      160,620 
Derivative financial instruments                        33,125       56,557 
Loans and receivables: 
                                                   -----------  ----------- 
    Loans and advances to customers                    495,281      517,225 
    Loans and advances to banks                         25,365       32,757 
    Debt securities                                      1,355        5,273 
                                                   -----------  ----------- 
                                                       522,001      555,255 
Available-for-sale financial assets                     43,976       31,374 
Other assets                                            55,330       50,117 
                                                   -----------  ----------- 
Total assets                                           847,030      934,221 
                                                   -----------  ----------- 
 

Liabilities

 
Deposits from banks                                  13,982   38,405 
Customer deposits                                   441,311  426,912 
Trading and other financial liabilities at fair 
 value through profit or loss                        43,625   33,392 
Derivative financial instruments                     30,464   48,676 
Debt securities in issue                             87,102  117,253 
Liabilities arising from insurance and investment 
 contracts                                          110,758  137,592 
Subordinated liabilities                             32,312   34,092 
Other liabilities                                    48,140   55,318 
                                                    -------  ------- 
Total liabilities                                   807,694  891,640 
                                                    -------  ------- 
 
Total equity                                         39,336   42,581 
                                                    -------  ------- 
Total liabilities and equity                        847,030  934,221 
                                                    -------  ------- 
 
 
(1)  Restated to reflect the implementation of IAS 19R and IFRS 10. 
      See page 123. 
 

GROUP CHIEF EXECUTIVE'S STATEMENT

Summary

In 2013 the Group delivered a strong performance, underpinned by the rapid progress we have made on our strategic objectives, many of which we have now delivered ahead of plan. Since we set these objectives in June 2011, we have substantially reduced costs and risk, strengthened our balance sheet and capital base and increased investment in our core franchise, creating a unique competitive position with a low cost of equity. We continue to be well placed to support our customers and the UK economic recovery and to deliver strong and sustainable returns to shareholders above our cost of equity. As a result of this progress, we have substantially improved our underlying performance, returned the Group to profitability in spite of additional legacy costs and in September the UK government began returning the Group to full private ownership. We have also confirmed that the Board expects that it will apply to the Prudential Regulatory Authority (PRA) in the second half of 2014 to restart dividend payments, commencing at a modest level.

Results overview

We delivered a substantially improved financial performance in 2013. Group underlying profit more than doubled to GBP6,166 million when compared to 2012, reflecting improved profitability in the core business and a significant reduction in non-core losses.

On an underlying basis, the Group net interest margin increased 19 basis points to 2.12 per cent, total costs reduced 5 per cent to GBP9,635 million and the impairment charge fell by 47 per cent to GBP3,004 million, more than offsetting a fall in other income, which was down 2 per cent, mainly driven by the non-core asset reductions made in the year, which overall were capital accretive. As a result, the Group return on risk-weighted assets improved 137 basis points to 2.14 per cent.

We made excellent progress in our core business, where we have returned lending to growth in all our banking divisions, and underlying profit rose 24 per cent to GBP7,574 million. This growth in profit was largely driven by an 8 per cent increase in net interest income, and a 21 per cent reduction in the impairment charge. The return on risk-weighted assets in the core business improved by 72 basis points to 3.26 per cent.

On a statutory basis, the Group reported a profit before tax of GBP415 million, compared to a pre-tax loss of GBP606 million in 2012. Strong performance in our core business and reduced non-core losses were the main drivers behind the improvement which, together with gains on the sale of government securities of GBP787 million, was partly offset by charges of GBP3,455 million for legacy issues, principally Payment Protection Insurance (PPI). Our statutory result also included the costs of our Simplification programme and preparations for the TSB disposal (together GBP1,517 million), and losses on asset sales, including those from capital accretive non-core asset disposals, of GBP687 million.

Strengthening the balance sheet

Over the course of 2013 we made further progress in strengthening the balance sheet and reducing risk, while continuing to manage down our wholesale funding.

We substantially strengthened our capital position, with our pro forma fully loaded common equity tier 1 ratio increasing by 2.2 percentage points to 10.3 per cent, despite the additional legacy charges during the year. This uplift was driven by capital generation in the core business, as well as management actions including the reshaping of our core business portfolio, the substantial reduction of non-core assets in a capital accretive manner and the payment of dividends of GBP2.2 billion to the Group by the Insurance business. We reduced non-core assets by GBP34.9 billion, while at the same time releasing approximately GBP2.6 billion of capital.

The Group's funding structure and liquidity position remain robust. We further reduced wholesale funding by GBP32.0 billion, representing a 19 per cent decrease in the year, with the proportion of funding with a maturity of less than a year at 32 per cent. We continue to maintain a strong liquidity position including GBP89.3 billion of cash and highly rated, low risk securities. The 4 per cent increase in customer deposits, together with non-core asset reduction, drove a further improvement in the Group's loan to deposit ratio to 113 per cent at the end of 2013 from 121 per cent at the end of 2012, with the core loan to deposit ratio improving to 100 per cent by the end of 2013.

GROUP CHIEF EXECUTIVE'S STATEMENT (continued)

In acknowledgement of the significant progress we have made in improving the Group's capitalisation and transforming its financial profile, the rating agencies Fitch and Standard & Poor's upgraded Lloyds Bank's standalone rating to 'bbb+' in September and December 2013 respectively, and affirmed their long-term credit ratings on Lloyds Bank at 'A'.

Legacy

Our results and capital position reflect further provisions for legacy issues taken in 2013 totalling GBP3,455 million which had a material effect on our statutory performance. We remain committed to resolving these issues, while treating our customers fairly. Of these provisions, GBP3,050 million related to PPI and GBP130 million related to the sales of interest rate hedging products to certain small and medium-sized businesses.

We increased our provision for PPI by GBP1,800 million in the fourth quarter principally based on revised expectations for complaint volumes, uphold rates, and related administrative costs. Further detail on the provisions for legacy issues is given in the Group Finance Director's review of financial performance on page 17, and in note 24 on page 108 of this news release.

Reshaping the Group to increase our focus on the UK and our core customers

We made a number of asset disposals during 2013, including the sales of our shares in St. James's Place and the announced disposal of our German life insurance operation, Heidelberger Leben. We also continued to increase our focus on our core UK business and reduce our international presence, completing the sales of our Australian and Spanish banking businesses and have now exited, or announced the exit from, 21 countries or overseas branches since June 2011. Following completion of these exits, we will operate in nine countries, achieving our target of operating in 10 countries or fewer by the end of 2014.

In November 2013, we announced that we had agreed to sell our asset management business Scottish Widows Investment Partnership (SWIP) to Aberdeen Asset Management (Aberdeen) for a consideration valued at the time at up to GBP660 million. We also agreed to enter into a long-term strategic relationship with Aberdeen which is expected to result in a stronger asset management partner for the Group and its customers, combining Aberdeen's and SWIP's strengths across asset classes once the sale completes, which is expected in the first quarter of 2014.

We continue to refresh our operating structure and from the beginning of 2014 our unified Wealth business will be integrated into the Retail division. This will allow us to sharpen our focus on delivering value-added Wealth services to eligible retail customers and will represent a key growth opportunity. We have also moved our Business Banking unit, which services approximately one million small business customers with less complex needs, into Retail, allowing us to draw on the collective expertise of Retail and Commercial Banking colleagues to manage these customer relationships in a way which leverages existing Retail infrastructure, via branch, telephony and digital channels.

Our Asset Finance business is the foundation of a newly created Consumer Finance division, which will also include our consumer and corporate credit card business. Bringing these business units together will increase management focus and allow us to capitalise on growth opportunities, continuing our good momentum in asset-backed lending and with the aim of growing our market presence in credit cards. Consumer Finance will work in close partnership with Retail and Commercial Banking to ensure we continue to offer our customers excellent customer service.

Substantial further progress in our Simplification programme

Our Simplification programme remains central to the successful delivery of our strategy, both in terms of realising further cost savings and efficiencies, and in improving the products and services we offer our customers. Through Simplification, we have made excellent progress in improving and rationalising processes, and reducing layers, suppliers and our non-branch property portfolio. The ongoing programme realised approximately GBP0.6 billion in further cost savings in 2013, generating a total of around GBP1.5 billion annual run-rate savings since inception and having identified further opportunities we are now increasing our target run-rate savings by a further GBP100 million to GBP2 billion by the end of 2014. The total spent on the programme to the end of 2013 was GBP1.7 billion.

GROUP CHIEF EXECUTIVE'S STATEMENT (continued)

We have now fully automated the collection of maturity instructions from term deposit customers, reducing completion time by approximately 85 per cent, substantially reducing error rates and have completed the transfer of 1.7 million mortgage accounts to a single mortgage platform. Similarly, we have made great strides in delayering the organisation, increasing spans of control and simplifying the Group so that 98 per cent of employees are now within seven layers. During 2013 we also made significant progress in reducing the number of legal entities, which are now down to 929, a reduction of over 40 per cent since the start of the Simplification programme in 2011, and the number of Group suppliers was further reduced by 14 per cent to 9,066 in 2013, to around half the level at the start. Meanwhile we exited 19 non-branch properties in 2013, reducing the overall total to 161.

All of these changes help to put us firmly on the path to being the best bank for customers, enabling better service by making day-to-day tasks easier and freeing up colleague time to focus on our customers' needs.

Investing in the business

We are reinvesting a significant proportion of the savings realised from Simplification to further improve processes and the quality of customer interaction through branches, via the telephone and digital channels.

In the second half of the year, we relaunched the Lloyds Bank brand, building on its 250-year heritage of serving the people and businesses of Britain, to take its place alongside our key high street banking brands, Halifax and Bank of Scotland. The relaunch of Lloyds Bank followed the separation of TSB, which has brought another new challenger to the high street. The Group has received an agreement in principle from the European Commission to pursue an Initial Public Offering of TSB as planned in 2014 and to extend the deadline for the completion of the TSB divestment to the end of 2015.

We are continuing to develop and grow our Halifax challenger brand, including extending its geographical reach into Scotland, and in 2013 Bank of Scotland began its first ever national campaign targeting lending to small and

medium-sized enterprises (SMEs). In Insurance, 2014 has seen us relaunch the Scottish Widows brand, refining its focus on providing a more secure financial future for our customers and demonstrating our continued commitment to be a leader in the life planning and retirement market.

Our strong portfolio of differentiated brands underlines our commitment to service and to helping our customers with the things that really matter - planning for the future, enabling them to purchase their home and protecting their families - as well as supporting UK business. Brand revitalisation is being reinforced by an extensive programme of branch refurbishment and investment in telephony and digital channels. We have so far refurbished over 1,500 branches since the Strategic Review, creating bright, modern environments incorporating screenless counters. We have also introduced active management of our banking halls, increased colleague training and extended opening hours at selected branches, enhancing the overall branch banking experience for our customers. In turn, this has resulted in a further 11 per cent improvement in Net Promoter Scores and a fall in Group reportable banking complaints to 1.0 per 1,000 accounts (excluding PPI). This level of complaints represents the lowest of any major UK bank, with Halifax leading the way amongst our brands with 0.8 complaints per 1,000 accounts, and we expect to maintain this industry leading position.

In telephone banking, we launched a number of improvements to our automated Interactive Voice Recognition (IVR) system in 2013, incorporating the latest speech recognition software to get things right first time when customers call us. With simplified menu structures, increased service functionality and improved call routing, nearly two-thirds of all calls are fulfilled at point of IVR first contact.

Our digital channels go from strength to strength, with active internet banking users now increased to over 10.5 million and mobile banking users to more than four million, and over 1.2 billion log-ons in 2013. We have now created a new Digital, Marketing and Customer Development function to capitalise on our achievements to date, focusing our investment and ensuring our success in Retail is replicated by sharing digital product development across all divisions.

GROUP CHIEF EXECUTIVE'S STATEMENT (continued)

In Commercial Banking we continue to strengthen our capabilities and position ourselves for growth. In 2013, we launched a new Global Transaction Banking platform to support clients in payments, liquidity management and working capital financing, thereby deepening our client relationships by fulfilling a broader spectrum of their product needs.

In General Insurance, we have redesigned our claims process to make it more efficient and simpler and as a result, the majority of our Home Claims customers are receiving their settlements 30 per cent faster. Customers making a claim are now looked after by a dedicated advisor throughout the life of their claim and regular contact is maintained.

Supporting our customers and the economic recovery

Lloyds Banking Group is the UK's largest retail and commercial lender, and in 2013 we continued to deliver on our pledge to help Britain prosper and support sustainable economic recovery. We were the first bank to access funding from the government's Funding for Lending (FLS) scheme, and are its largest lender, and committed over GBP37 billion of gross new lending with net core growth of GBP13 billion since the start of the scheme. We remain committed to passing on the benefits of this low cost funding to our UK customers.

In Retail, we helped more than 80,000 new homeowners to purchase their first home, exceeding our target of 60,000 and advancing mortgages totalling over GBP9.7 billion. Through our participation in government schemes such as Help to Buy in the Halifax and Bank of Scotland brands (now also launched under the Lloyds Bank brand in 2014), we are providing strong support for the recovery in the housing market, by facilitating access to mortgage financing for creditworthy home buyers at up to 95 per cent of property purchase values.

September 2013 saw the introduction of a new industry-wide service to make it easier and quicker for customers to switch their current account. Key Lloyds Banking Group brands are taking part in this scheme, which allows customers to switch their accounts within seven working days. During the course of the year switch-ins have exceeded switch-outs by approximately 144,000, particularly driven by switching into our challenger brand, Halifax. This is testament to some of the product innovations we have implemented, including loyalty schemes such as Halifax's Cashback Extras, and Everyday Offers at Lloyds Bank and Bank of Scotland, recognising and rewarding the faith placed in us by our customers to provide a consistent, high quality service.

In Commercial Banking, we continue to strengthen our client relationships, supporting businesses of all sizes from SMEs to Global Corporates. We have demonstrated our focus to support clients consistently through the economic cycle with net lending to SMEs growing by 6 per cent in 2013 despite a market contraction of 3 per cent; committing over GBP1.3 billion to the UK manufacturing sector by the end of September, exceeding our GBP1 billion target three months early; and providing finance to approximately 120,000 start-up enterprises, beating our target by 20,000. In 2013 we continued to approve eight out of 10 business loan and overdraft applications from SMEs. Meanwhile the Hire Purchase and Leasing team within Commercial Finance achieved record monthly lending levels. We have further supported loan growth by launching a partnership to deliver mobile card payment solutions to small businesses which is cutting technology costs and opening up growth opportunities.

For the ninth year running we were awarded the title of 'Business Bank of the Year' at the FDs' Excellence Awards, which are supported by the Confederation of British Industry and the Institute of Chartered Accountants in England

and Wales.

In Insurance, we have seen excellent growth in our Corporate Pensions area, stimulated by the market changes as a result of the Retail Distribution Review and the support we are giving to our customers in managing the transition to

auto-enrolment. We also launched an enhanced annuity product in both the intermediary and direct channels, expanding our offering, while enabling our retail bank customers to secure a higher retirement income via a new online comparison tool. We continue to enhance our market-leading bancassurance protection proposition as we look to address the UK population's protection gap. In 2013, we addressed the protection needs of 200,000 new customers and paid out around GBP200 million in claims to existing customers. In General Insurance, in the aftermath of the October and December storms, our Home Claims teams worked hard to offer seamless service at a distressing time for many of our customers.

GROUP CHIEF EXECUTIVE'S STATEMENT (continued)

Within Asset Finance, we were pleased to announce a partnership between our Black Horse business and Jaguar Land Rover which will see us provide lending facilities to over 200 motor dealerships to cover vehicle stock and personal finance to customers seeking to purchase a car. Black Horse also enabled customers to make payments via mobile devices this year. Within Wealth, we also now provide better support and faster advice through a newly inaugurated Private Banking client centre while harnessing the latest customer relationship management technology, halving the time from initial contact to customer interview.

Regulation

2013 was an important year for the UK's supervisory framework for financial services companies, with two new bodies coming into existence in April, the PRA and the Financial Conduct Authority, replacing the FSA. While uncertainty remains in relation to the impact of many reforms affecting our industry, both in the UK and from abroad, there is now greater clarity on regulatory capital requirements. Our simplified, low risk, UK focused model is closely aligned to the new regulatory landscape, and with the reshaping we have undertaken, we are better positioned than ever to adapt to the changes we may face in the future and conduct our day-to-day business in a way that puts our customers' needs first. We also continue to work with the relevant authorities on the evolution of regulation connected to the Financial Services (Banking Reform) Act, although we expect the majority of our operations to be within the ring fence which this legislation will create when it comes into effect at the start of 2019.

Colleagues

Our success relies on the dedication of colleagues, the service they provide to our customers and the long-term partnerships they build with them. Our stated aim of becoming the best bank for customers would not be possible without their talent and hard work. I would like to personally thank all colleagues for their tremendous efforts that have enabled us to move further and faster towards our goals in 2013.

I would also like to take this opportunity to thank our Chairman, Sir Winfried Bischoff, who will retire from the Group in April 2014. His stewardship and guidance, in a challenging operating environment both from a regulatory and economic perspective, have been invaluable. I look forward to working closely with Lord Blackwell, who will take over as Chairman from April, on the next steps in the evolution of the Group.

We are committed to attracting, retaining and developing our people. In 2013, over 51,000 Lloyds Banking Group customer facing colleagues achieved the Chartered Banker Foundation Standard for Professional Bankers. This Standard enables bankers to demonstrate to colleagues and customers that they have the knowledge and skills to perform their role, that they take responsibility for acting ethically and professionally, and that they adhere to the Chartered Banker Code of Professional Conduct to deliver the best outcomes for our customers.

Colleague feedback is highly valued and in 2013, Community Bank and Telephone Banking colleagues made almost 3,000 suggestions, contributing towards a culture of continuous improvement and innovation, enabling us to deliver more tangible enhancements to our customer offering. Also vital are our Back to the Floor days which take our senior leaders from the wider Group back into the branches and operational centres to experience our services and processes first hand, giving them important insights into how improvements are being implemented.

Our 2013 Colleague Survey had the highest ever participation rate, reaching over 75 per cent. There were improvements in scores across all key categories and we compare favourably with other UK companies. Notably the Employee Engagement Index (EEI), which shows the extent to which colleagues feel motivated to contribute to the success of the Group, and are willing to apply discretionary effort to help the business succeed, rose to 64 per cent, 16 points higher than in 2012. Meanwhile, the Performance Excellence Index (PEI), which shows how strongly colleagues believe the Group is committed to delivering, and continuously improving, high quality products and services to customers, rose to 76 per cent, 8 points higher than in 2012. There are many factors that influence these scores; the ongoing delivery of our strategy, the achievement of key milestones, together with the recent start of our return to full private ownership, have all contributed to the improvement in engagement.

GROUP CHIEF EXECUTIVE'S STATEMENT (continued)

I am also delighted to have announced, as part of our Helping Britain Prosper Plan, that we are moving towards a target of 40 per cent of our most senior roles being held by women by 2020. We do recognise however, that there is more to be done on our journey to being the best bank for customers and amongst the best-rated companies in the UK by

our colleagues.

I am proud that, amongst many other accolades received during the year, we were named 'Best Bank (UK)' at the 2013 Euromoney Awards and 'Bank of the Year' at The Banker's 2013 Awards. These awards reflect the strong capabilities and diligence of our people who continue to support the delivery of our strategy.

Dividends

In the second half of 2013, the Group commenced discussions with the PRA on the timetable and conditions for resuming dividend payments. Given the progress the Group has made in substantially strengthening its capital position and improving its financial performance, the PRA has now confirmed that it will consider the Group's applications to make dividend payments in line with its normal procedures for other banks.

In the light of this, and subject to a return to sustainable profitability and there being no major unexpected changes in the Group's business outlook or regulatory requirements, the Board expects that it will apply to the PRA in the second half of 2014 to restart dividend payments, commencing at a modest level. The Board expects thereafter to have a progressive dividend policy with the aim of moving, over the medium term, to a dividend payout ratio of at least 50 per cent of sustainable earnings.

Outlook

We have made further substantial progress in 2013 on our strategy to be the best bank for customers. We delivered a significantly improved financial performance while increasing investment in our core franchise and people, strengthening our balance sheet and capital position, reducing costs and risk, and addressing legacy issues.

The progress we have made means we have a simpler, more efficient, lower risk business, which given the additional investments we are making, is well placed to serve our customers and to help Britain prosper. We therefore remain confident in the Group's prospects, despite continued regulatory uncertainty, and in our ability to generate strong and sustainable returns for our shareholders.

António Horta-Osório

Group Chief Executive

GROUP FINANCE DIRECTOR'S REVIEW OF FINANCIAL PERFORMANCE

Overview

In 2013, we significantly improved the Group's profitability and further strengthened our capital position, while improving margins, and reducing costs and non-core assets as we simplified and de-risked the business. Income grew as funding costs fell, core lending increased and we benefited from gains on the sales of shares in St. James's Place. This growth in income, combined with lower operating costs and impairments resulted in an increase in core underlying profits to GBP7.6 billion. The Group also returned its lending to core corporate customers to growth in the first half of 2013, and to mortgage customers in the second half, while non-core asset reductions continued to be capital accretive overall, with underlying losses from the non-core portfolio declined significantly.

Significantly improved Group underlying and statutory profitability

Group underlying profit more than doubled, increasing by GBP3,601 million to GBP6,166 million compared to 2012. The return on risk-weighted assets improved to 2.14 per cent from 0.77 per cent, driven by increased earnings and by risk-weighted asset reductions, predominantly in the non-core business. Core underlying profit before tax grew 24 per cent to GBP7,574 million, primarily reflecting reduced impairment charges and stronger net interest income.

Underlying income grew by 2 per cent to GBP18,805 million, including the gain of GBP540 million from the sales of shares in St. James's Place. Excluding the gain on sales and income from St. James's Place (together St. James's Place effects), total underlying income was unchanged with a stronger contribution from net interest income offsetting a reduction in other income. Group net interest income improved by 5 per cent to GBP10,885 million as a result of improved net interest margin and growth in core lending volumes. Other income decreased by 6 per cent excluding St. James's Place effects, primarily as a result of non-core disposals made during the course of the year.

We maintained our focus on cost control and efficiency, with total costs falling by 5 per cent to GBP9,635 million, in line with the upgraded guidance given in the first quarter of 2013. The impairment charge improved by 47 per cent to GBP3,004 million, driven by the reduction in non-core assets and the sustained improvement in Group asset quality.

Core underlying profit improved to GBP7,574 million from GBP6,112 million and the return on risk-weighted assets increased to 3.26 per cent from 2.54 per cent. Excluding St. James's Place effects, the return on risk-weighted assets was 3.00 per cent. Core underlying income increased 6 per cent to GBP18,244 million, and by 4 per cent excluding St. James's Place effects given improved net interest income from core loan growth and higher margins. The core net interest margin increased by 17 basis points to 2.49 per cent, driven mainly by improved deposit margins. Core other income increased 3 per cent to GBP7,606 million but excluding St. James's Place effects was down 2 per cent reflecting current economic conditions and the regulatory environment.

Core costs decreased by 1 per cent, driven by further savings from the Simplification programme and the deconsolidation of St. James's Place, partially offset by additional staff related costs and inflation. The core impairment charge decreased 21 per cent to GBP1,521 million with the reduction primarily attributable to Commercial Banking impairments, which reduced by 40 per cent year-on-year reflecting better quality new business and lower defaults due to the low interest rate environment.

Non-core losses reduced by 60 per cent to GBP1,408 million year-on-year, largely as a result of the reduction in non-core assets which was also the primary driver of the 61 per cent reduction in the impairment charge to GBP1,483 million.

The Group statutory profit before tax of GBP415 million for 2013 compared to a pre-tax loss of GBP606 million in 2012, driven by the improvement in underlying profit and a lower provision for legacy issues of GBP3,455 million compared to the GBP4,225 million charge in 2012. In 2013 the Group was subject to a higher effective tax rate than the UK statutory rate primarily due to an additional tax charge arising from the impacts on the net deferred tax asset of the reduction in the UK Corporation tax rate, the disposal of our Australian operation and policyholder tax. The loss after tax was GBP802 million and the loss per share was 1.2p, compared to the loss per share of 2.1p in 2012.

GROUP FINANCE DIRECTOR'S REVIEW OF FINANCIAL PERFORMANCE (continued)

Lower risk, stronger balance sheet with core loan growth and a substantially enhanced capital position

We have now substantially completed our work to transform the balance sheet, by strengthening our funding, liquidity and capital position, and reducing non-core assets, and we returned core corporate and mortgage lending to growth

in 2013.

We reduced non-core assets by GBP34.9 billion to GBP63.5 billion during the year, with non-retail non-core assets reduced to GBP24.7 billion. Non-core asset reductions continue to be capital accretive overall and, together with core underlying profit generation and management actions, resulted in a considerable strengthening of our capital ratios. The Group's pro forma fully loaded CRD IV common equity tier 1 ratio improved to 10.3 per cent from 8.1 per cent at 31 December 2012, in spite of theadditional legacy charges, changes to pension accounting following the implementation of IAS 19R and other statutory items.

Core loans and advances grew by GBP11.6 billion or 3 per cent to GBP436.9 billion, primarily driven by increases in Commercial Banking and Wealth, Asset Finance and International. We also returned Retail secured lending to growth, as expected in the third quarter and delivered GBP1.9 billion of further loan growth in our core book in the fourth quarter.

Underlying income

 
                                        Total                              Core 
                           --------------------------------  -------------------------------- 
 
                                  2013         2012  Change         2013         2012  Change 
                           GBP million  GBP million       %  GBP million  GBP million       % 
 
Net interest income             10,884       10,331       5       10,637        9,864       8 
Other income                     7,259        7,726     (6)        6,945        7,092     (2) 
                           -----------  -----------          -----------  ----------- 
Total underlying income 
 excluding St. James's 
 Place                          18,143       18,057       -       17,582       16,956       4 
St. James's Place                  662          329                  662          329 
                           -----------  -----------          -----------  ----------- 
Total underlying income         18,805       18,386       2       18,244       17,285       6 
                           -----------  -----------          -----------  ----------- 
 
Banking net interest 
 margin                          2.12%        1.93%    19bp        2.49%        2.32%    17bp 
Average interest-earning 
 banking assets             GBP510.9bn   GBP543.3bn     (6)   GBP420.5bn   GBP423.7bn     (1) 
Loan to deposit ratio             113%         121%   (8)pp         100%         101%   (1)pp 
 

Group underlying income increased by 2 per cent to GBP18,805 million and, excluding St. James's Place effects, was broadly unchanged at GBP18,143 million, with strong growth in net interest income offsetting the reduction in other income. The growth in core income more than offset the decline in non-core income which resulted from the continued reduction of non-core assets.

Net interest income (excluding St. James's Place effects) increased by 5 per cent to GBP10,884 million in 2013, and grew for the fourth successive quarter. The growth reflected increased core lending and the improved net interest margin, partly offset by reduced net interest income from the smaller non-core asset portfolio.

The improvement in Group net interest margin to 2.12 per cent for the full year, and to 2.29 per cent in the fourth quarter, was principally driven by a strong performance in deposit margin, which more than offset a small decline in asset margin and an 8 basis points reduction from repositioning our government bond portfolio. The net interest margin also benefited, relative to our expectations at the beginning of the year, from the effect of repositioning our structural hedge. This repositioning is now largely complete and provides the Group with a greater level of protection from changes in net interest income from movements in interest rates.

Core net interest income increased 8 per cent principally as a result of the significant improvement in margin.

GROUP FINANCE DIRECTOR'S REVIEW OF FINANCIAL PERFORMANCE (continued)

Other income excluding St. James's Place fell by 6 per cent to GBP7,259 million, reflecting the significant reduction in

non-core assets and lower sales of bancassurance and protection products in the core business, partly as a result of changes in our product offering following implementation of the Retail Distribution Review (RDR). Around GBP400 million of the decline in other income excluding St. James's Place related to businesses sold in the year.

Total costs

 
 
                                                2013         2012   Change 
                                         GBP million  GBP million        % 
 
Core                                           9,149        9,254        1 
Non-core                                         486          870       44 
                                         -----------  ----------- 
Total costs                                    9,635       10,124        5 
                                         -----------  ----------- 
 
Cost:income ratio                              51.2%        55.1%  (3.9)pp 
Simplification savings annual run-rate         1,457          847 
 

Total costs fell by 5 per cent to GBP9,635 million driven by around GBP600 million of savings from Simplification initiatives, and the effect of disposals in the year, partly offset by staff related costs and inflation. Total costs include a bank levy charge of GBP238 million (2012: GBP179 million). We continue to expect costs in 2014 to reduce to around GBP9 billion, excluding TSB running costs.

Core costs fell 1 per cent to GBP9,149 million driven by strong cost management, benefits from the Simplification programme and the deconsolidation of St. James's Place from the beginning of April. These reductions were partly offset by additional staff related costs, inflation and the increase in the bank levy. Non-core costs fell 44 per cent due to the significant reduction in non-core assets.

The Group continues to make good progress on Simplification, improving service for customers through more streamlined end-to-end processes, and, among other initiatives, centralising support functions, reducing layers of management and rationalising its supplier base. We continue to reinvest a part of these savings in the core business.

At 31 December 2013, we had achieved annual run-rate cost savings of GBP1,457 million from our initiatives to simplify the Group, an increase of GBP610 million since 31 December 2012. We have now increased our expectations for annual

run-rate cost savings from the Simplification programme at the end of 2014 from GBP1.9 billion to GBP2.0 billion.

GROUP FINANCE DIRECTOR'S REVIEW OF FINANCIAL PERFORMANCE (continued)

Impairment

 
 
                                 2013         2012  Change 
                          GBP million  GBP million       % 
 
Core                            1,521        1,919      21 
Non-core                        1,483        3,778      61 
                          -----------  ----------- 
Total impairment charge         3,004        5,697      47 
                          -----------  ----------- 
 
 
 
                                             2013   2012   Change 
                                                %      % 
 
Asset quality ratio: 
Core                                         0.35   0.44    (9)bp 
Non-core                                     1.61   3.08  (147)bp 
Group                                        0.57   1.02   (45)bp 
 
Impaired loans as a % of closing advances: 
Core                                          2.6    3.0  (0.4)pp 
Non-core                                     30.0   32.1  (2.1)pp 
Group                                         6.3    8.6  (2.3)pp 
 
Provisions as a % of impaired loans: 
Core                                         40.6   41.2  (0.6)pp 
Non-core                                     54.8   50.7    4.1pp 
Group                                        50.1   48.2    1.9pp 
 

The impairment charge reduced by 47 per cent to GBP3,004 million reflecting the improved credit quality of the core portfolio, continued prudent management of impaired loans and a further reduction in non-core assets. The asset quality ratio improved by 45 basis points to 0.57 per cent, and is now within the target range for the Group set out in our Strategic Review of 50 to 60 basis points. The core asset quality ratio remains low at 0.35 per cent.

The 21 per cent decrease in the core impairment charge to GBP1,521 million was primarily driven by lower impairment in Commercial Banking, which was down 40 per cent compared to 2012 given the improvement in the economic environment together with higher releases in 2013 compared to the same period in 2012. The significant improvement in the non-core impairment charge of 61 per cent compared to 2012 reflected reductions in the Corporate Real Estate and Irish portfolios following asset disposals.

Impaired loans as a percentage of closing advances reduced substantially to 6.3 per cent, from 8.6 per cent at 31 December 2012, driven by the reduced non-core portfolio and improvements in both the Retail and Commercial Banking portfolios. Provisions as a percentage of impaired loans increased from 48.2 per cent at 31 December 2012 to 50.1 per cent.

GROUP FINANCE DIRECTOR'S REVIEW OF FINANCIAL PERFORMANCE (continued)

Statutory profit

Statutory profit before tax was GBP415 million compared to a pre-tax loss of GBP606 million in 2012. Further detail on the reconciliation of underlying to statutory results is included on page 35.

 
 
                                                        2013      2012(1) 
                                                 GBP million  GBP million 
 
Underlying profit                                      6,166        2,565 
Asset sales, liability management and volatile 
 items: 
                                                 -----------  ----------- 
    Asset sales                                        (687)        (660) 
    Sale of government securities                        787        3,207 
    Liability management                               (142)        (229) 
    Own debt volatility                                (221)        (270) 
    Other volatile items                               (457)        (478) 
    Volatility arising in insurance businesses           668          312 
    Fair value unwind                                  (228)          650 
                                                 -----------  ----------- 
                                                       (280)        2,532 
Simplification and Verde costs 
                                                 -----------  ----------- 
    Simplification costs                               (830)        (676) 
    Verde costs                                        (687)        (570) 
                                                 -----------  ----------- 
                                                     (1,517)      (1,246) 
Legacy items: 
                                                 -----------  ----------- 
    Payment protection insurance provision           (3,050)      (3,575) 
    Other regulatory provisions                        (405)        (650) 
                                                 -----------  ----------- 
                                                     (3,455)      (4,225) 
Other items: 
                                                 -----------  ----------- 
    Past service pensions (charge) credit              (104)          250 
    Amortisation of purchased intangibles              (395)        (482) 
                                                 -----------  ----------- 
                                                       (499)        (232) 
                                                 -----------  ----------- 
Profit (loss) before tax - statutory                     415        (606) 
Taxation                                             (1,217)        (781) 
                                                 -----------  ----------- 
Loss for the year                                      (802)      (1,387) 
                                                 -----------  ----------- 
Loss per share                                        (1.2)p       (2.1)p 
 
 
(1)  Restated to reflect the implementation of IAS 19R and IFRS 10. 
      See page 123. 
 

Asset sales, liability management and volatile items

Asset sales included gains on the sale of government securities of GBP787 million (2012: GBP3,207 million) and a net loss of GBP687 million (after a related fair value unwind benefit of GBP1,384 million), principally from the significant reduction in

non-core assets. Despite net losses in the year, non-core disposals were capital accretive in aggregate contributing to the GBP2.6 billion of capital generated by non-core reduction. The level of net losses from asset sales incurred in 2013 is not expected to be repeated in 2014.

The Group's statutory profit before tax is affected by insurance volatility caused by movements in financial markets generating a variance against expected returns, and policyholder interests volatility which primarily reflects the gross up of policyholder tax included in the Group tax charge. The statutory result included GBP668 million of positive insurance and policyholder interests volatility (2012: positive volatility of GBP312 million), reflecting the rise in equity markets in the period.

Simplification and Verde costs

Simplification programme costs in 2013 were GBP830 million and the total spent on the programme to the end of 2013 was GBP1,691 million.

GROUP FINANCE DIRECTOR'S REVIEW OF FINANCIAL PERFORMANCE (continued)

This had delivered annual run-rate cost savings of GBP1,457 million by December 2013. Our expectations for annual

run-rate cost savings by the end of 2014 have now increased from GBP1.9 billion to GBP2.0 billion. We now expect the total costs to be around GBP2.5 billion by the end of 2014, of which GBP2.4 billion is anticipated to be directly expensed through the profit and loss account.

The Group continues to progress the European Commission (EC) mandated business disposal (Verde), with an Initial Public Offering (IPO) planned for mid-2014. Subject to meeting a number of criteria, this plan has been agreed in principle by the EC but remains subject to final regulatory and EC approval. The Project Verde branches were rebranded in September 2013, and now operate as TSB as a separate business within the Lloyds Banking Group. The costs of building TSB were GBP687 million in the year and, from inception to the end of December 2013, have totalled GBP1,468 million. We expect to complete the build of TSB at a cost in 2014 of around GBP200 million with further dual running and transaction costs of around GBP150 million.

PPI

The Group made a further provision in the fourth quarter for expected PPI costs of GBP1,800 million, which brought the amount provided in 2013 for PPI to GBP3,050 million, and the total amount provided to GBP9,825 million. Total costs incurred in the three months to 31 December 2013 were GBP687 million, including GBP165 million of administration costs, and as at 31 December 2013, GBP2,807 million of the total provision remained unutilised.

The volume of PPI complaints continues to fall. Average monthly complaint volumes (excluding complaints where no PPI was held) reduced to approximately 37,000 in the fourth quarter of 2013, and were 24 per cent below volumes in the third quarter, and 56 per cent below the fourth quarter of 2012. While fourth quarter volumes fell in line with our revised end of third quarter expectations, following further statistical modelling and the results of the most recent customer survey, we are now forecasting a slower decline in future volumes than previously expected. The additional provision taken in the fourth quarter is based on the assumption that we will receive approximately a further 550,000 complaints. Together with an increase in administrative costs, this revised forecast for future complaint volumes accounts for approximately GBP1.1 billion of the GBP1.8 billion additional provision taken in the fourth quarter.

A revision of our forecasts for uphold rates and response rates to proactive mailings together account for approximately GBP0.4 billion of the increased provision, and reflect forecast rates above our recent experience. The Group has also increased its estimates for remediation costs, which principally relate to the re-review of previously defended complaints, and this accounts for approximately GBP0.3 billion of the increased provision.

Since the commencement of the PPI redress programme in 2011 we estimate we have contacted, settled or provided for approximately 40 per cent of the policies sold since 2000, covering both customer-initiated complaints and actual and expected proactive mailings undertaken by the Group. The proactive mailings arise from a detailed Past Business Review, carried out by the Group as agreed with the Financial Conduct Authority (FCA), as a result of which the Group is contacting customers identified as having the highest likelihood of required redress. These mailings are expected to be substantially complete by the end of the first half of 2014. In terms of customer-initiated complaints, the fourth quarter monthly average run-rate of approximately 37,000 complaints is around 70 per cent below its peak and complaints have declined in each of the last six quarters.

The total amount provided for PPI represents our best estimate of the likely future costs, albeit a number of risks and uncertainties remain, in particular complaint volumes, uphold rates, average redress costs, the scope and cost of proactive mailings and remediation, and the outcome of the FCA Enforcement Team investigation. The cost of these factors could differ materially from our estimates, with the risk that a further provision could be required.

Other provisions

A further provision of GBP130 million was made in the fourth quarter relating to the sale of interest rate hedging products to certain small and medium-sized businesses. This brings the amount provided to GBP530 million, of which GBP218 million relates to administration costs. As at 31 December 2013, GBP368 million of the total provision remained unutilised.

GROUP FINANCE DIRECTOR'S REVIEW OF FINANCIAL PERFORMANCE (continued)

In the course of its business, the Group is engaged in discussions with the PRA, FCA and other UK and overseas regulators and governmental authorities on a range of matters; a provision is held against the costs expected to be incurred. In 2013 these provisions were increased by a further GBP200 million, in respect of matters affecting the Retail, Commercial and Wealth and Asset Finance businesses, bringing the total amount to GBP300 million, of which GBP75 million had been utilised at 31 December 2013. This includes a fine of GBP28 million from the FCA following an investigation into its historic systems and controls governing legacy incentive schemes for branch advisors.

Other provisions also included GBP75 million recognised in the first half of 2013 for claims relating to policies issued by Clerical Medical Insurance Group Limited in Germany, bringing the total provision to GBP400 million, of which GBP246 million remains unutilised at 31 December 2013.

Other items

The Group recognised a charge for other statutory items of GBP499 million in the period, compared to a charge of GBP232 million in 2012. This comprises a charge for the amortisation of intangible assets of GBP395 million, and a charge of GBP104 million as a result of changes to early retirement and commutation factors in two of the Group's principal defined benefit schemes (2012: GBP250 million gain related to a change in policy in respect of discretionary pension increases).

Taxation

The tax charge for 2013 was GBP1,217 million. This reflected a higher effective tax rate than the UK statutory rate primarily due to an additional tax charge arising from the impact on the net deferred tax asset of the reductions in UK corporation tax rate to 21 per cent from 1 April 2014 and 20 per cent from 1 April 2015; the write-down of a deferred tax asset in respect of Australian trading losses following the sale of our Australian operations; and policyholder taxes. We expect the effective tax rate in future periods will be in the range of 20-25 per cent, subject to policyholder tax and any possible effect from disposals such as Verde.

Risk-weighted assets and capital ratios

 
                                                 At 31 Dec   At 31 Dec(1)   Change 
                                                      2013           2012        % 
 
Core risk-weighted assets                       GBP224.9bn     GBP237.4bn      (5) 
Non-core risk-weighted assets                    GBP39.0bn      GBP72.9bn     (47) 
Total risk-weighted assets                      GBP263.9bn     GBP310.3bn     (15) 
Core tier 1 capital ratio                            14.0%          12.0%    2.0pp 
Tier 1 capital ratio                                 14.5%          13.8%    0.7pp 
Total capital ratio                                  20.8%          17.3%    3.5pp 
 
Pro forma fully loaded risk-weighted 
 assets(2)                                      GBP271.9bn     GBP321.1bn     (15) 
Pro forma fully loaded common equity 
 tier 1 ratio(2)                                     10.3%           8.1%    2.2pp 
Pro forma fully loaded CRD IV leverage 
 ratio(2,3)                                           4.1%           3.8%    0.3pp 
Pro forma fully loaded Basel III leverage 
 ratio (2014 rules)(2,3,4)                            4.5% 
 
Fully loaded risk-weighted assets               GBP271.1bn     GBP321.1bn     (16) 
Fully loaded common equity tier 1 ratio              10.0%           8.1%    1.9pp 
Fully loaded CRD IV leverage ratio(3)                 4.0%           3.8%    0.2pp 
Fully loaded Basel III leverage ratios 
 (2014 rules)(3,4)                                    4.4% 
 
 
(1)  Comparatives have not been restated to reflect the implementation 
      of IAS 19R and IFRS 10. 
(2)  Pro forma ratios include the benefit of the announced sales of 
      Heidelberger Leben, Scottish Widows Investment Partnership and 
      Sainsbury's Bank. 
(3)  Includes the full value of tier 1 instruments reported under the 
      prevailing rules as at 31 December 2013. 
(4)  Estimated in accordance with January 2014 revised Basel III leverage 
      ratio framework. 
 

GROUP FINANCE DIRECTOR'S REVIEW OF FINANCIAL PERFORMANCE (continued)

We have significantly strengthened the Group's capital ratios in the year. The Group's pro forma fully loaded common equity tier 1 (CET1) ratio has increased to 10.3 per cent from 8.1 per cent at 31 December 2012. The improvement was driven by capital generation in the core business, the decrease in risk-weighted assets from non-core asset reductions, improving economic conditions and a number of management actions. These management actions included the disposal of St. James's Place, the announced disposals of Scottish Widows Investment Partnership and Heidelberger Leben, the sale of a US residential mortgage-backed security (RMBS) portfolio and a number of overseas businesses as well as dividends of GBP2.2 billion from the Insurance business to the Group. This improvement in the capital ratio was partially offset by charges for legacy items, losses on disposal of non-core assets, and other statutory items including the effects of changes to pension accounting and the costs of Simplification and Verde.

The Group's total capital ratio under prevailing rules improved to 20.8 per cent, with GBP25.4 billion of tier 1 and tier 2 securities contributing to the GBP54.8 billion capital base.

The Group's pro forma fully loaded CRD IV leverage ratio, including tier 1 capital, increased to 4.1 per cent from 3.8 per cent at the end of 2012 and to 3.4 per cent from 3.1 per cent excluding tier 1 capital. In January 2014 the Basel Committee published a revised Basel III definition of leverage ratio, and we anticipate that CRD IV will be amended in due course to align with this definition. As at 31 December 2013 the Group's pro forma Basel III leverage ratio was 4.5 per cent including tier 1 capital, and 3.8 per cent excluding tier 1 capital. Both of these ratios exceed the Basel Committee's proposed minimum of 3 per cent applicable from 2018.

Given its improved capital strength the Group will no longer seek to fund the payment of coupons on certain hybrid capital securities through the issuance of equity.

In addition, the PRA has now confirmed that it will consider the Group's application to make dividend payments in line with its normal procedures for other banks. In arriving at this assessment, the PRA considered the Group's financial plans including any actions contained therein. The PRA's assessment was made in the context of previous announcements as to UK regulatory capital targets and expectations, including the PRA's news release on capital standards issued on 29 November 2013. Subject to a return to sustainable profitability and there being no major unexpected changes in the Group's business outlook or regulatory requirements, the Board expects that it will apply to the PRA in the second half of 2014 to restart dividend payments.

Funding and liquidity

 
                                           At 31 Dec   At 31 Dec  Change 
                                                2013     2012(1)       % 
 
Core loans and advances to customers(2)   GBP436.9bn  GBP425.3bn       3 
Funded assets                             GBP510.2bn  GBP538.7bn     (5) 
Non-core assets                            GBP63.5bn   GBP98.4bn    (35) 
Non-retail non-core assets                 GBP24.7bn   GBP48.5bn    (49) 
Customer deposits(3)                      GBP438.3bn  GBP422.5bn       4 
Wholesale funding                         GBP137.6bn  GBP169.6bn    (19) 
Wholesale funding <1 year maturity         GBP44.2bn   GBP50.6bn    (13) 
Of which money-market funding <1 year 
 maturity(4)                               GBP21.3bn   GBP25.0bn    (15) 
Loan to deposit ratio                           113%        121%   (8)pp 
Core loan to deposit ratio                      100%        101%   (1)pp 
Primary liquid assets                      GBP89.3bn   GBP87.6bn       2 
 
 
(1)  Restated to reflect the implementation of IAS 19R and IFRS 10. 
      See page 123. 
(2)  Excludes reverse repos of GBP0.1 billion (31 December 2012: GBP5.1 
      billion). 
(3)  Excludes repos of GBP3.0 billion (31 December 2012: GBP4.4 billion) 
      (all core). 
(4)  Excludes balances relating to margins of GBP2.2 billion (31 December 
      2012: GBP4.5 billion) and settlement accounts of GBP1.3 billion 
      (31 December 2012: GBP1.5 billion). 
 

GROUP FINANCE DIRECTOR'S REVIEW OF FINANCIAL PERFORMANCE (continued)

During 2013, lending to core customers increased by GBP11.6 billion to GBP436.9 billion with all banking divisions returning to growth. Customer deposits grew by GBP15.8 billion to GBP438.3 billion, with the core loan to deposit ratio improving to 100 per cent. The Group loan to deposit ratio also improved, falling to 113 per cent, reflecting the reduction in the

non-core asset portfolio and associated wholesale funding.

Non-core assets were GBP63.5 billion at December 2013, 35 per cent lower than at the end of 2012. Non-core asset reductions included GBP6.6 billion in Australia as well as GBP6.7 billion in UK commercial real estate and GBP2.7 billion in the shipping portfolio. The higher risk non-retail element of the portfolio reduced by GBP23.8 billion, or 49 per cent, in the year to GBP24.7 billion, and is expected to reduce to around GBP15 billion by the end of 2014. The average risk weighting of the non-core portfolio reduced from 74 per cent to 61 per cent. Non-core asset reductions continue to be capital accretive overall, releasing approximately GBP2.6 billion of capital in the year.

The non-core portfolio now poses substantially less risk to the Group. As a result, approximately GBP31 billion of retail

non-core assets including our UK and Dutch mortgage portfolios and the majority of the UK Asset Finance business will be reabsorbed into the core business, with the remaining non-core assets managed in a separate run-off unit. We will no longer report on a core/non-core basis in 2014, but will continue to report separately on those assets that remain in

run-off.

The Group's wholesale funding requirement has reduced given the reduction in non-core assets and continued growth in customer deposits in the year. Together these have enabled us to reduce wholesale funding by GBP32 billion and, as reported at the half year, repay the full amount of the Long Term Refinancing Operation funding from the European Central Bank of EUR13.5 billion ahead of schedule. The Group has so far committed over GBP37 billion of gross new lending to British customers under the Funding for Lending Scheme (FLS) with drawings under the scheme amounting to GBP8 billion as at the end of 2013. The Group will continue to have a modest wholesale funding requirement and we anticipate that in 2014 this will be in the range of GBP5-10 billion of public issuance, while the Group's aggregate usage of wholesale funding is expected to further reduce in 2014.

The Group's liquidity position remains strong, with primary liquid assets of GBP89.3 billion at 31 December 2013 (31 December 2012: GBP87.6 billion). Primary liquid assets represent approximately 4.2 times our money-market funding with a maturity of less than one year, and are approximately 2.0 times our short-term wholesale funding, providing a substantial buffer in the event of market dislocation. In addition to primary liquid assets, the Group has significant secondary liquidity holdings of GBP105.4 billion (31 December 2012: GBP117.1 billion). Total liquid assets represent approximately 4.4 times our wholesale funding with a maturity of less than one year.

The Liquidity Coverage Ratio (LCR) is expected to become the Pillar 1 standard for liquidity in the UK in 2015, and the PRA has the ability to impose firm-specific liquidity requirements. The European Commission is to adopt further legislation by 30 June 2014 to specify the definition, calibration, calculation, and phase-in of the LCR for implementation in 2015. The Group expects to meet the new requirements ahead of the implementation dates.

The significant reduction of non-core assets and the balance sheet strengthening undertaken in the year supports the Group in becoming a lower risk bank with a stronger and more sustainable earnings outlook.

Conclusion

The Group has delivered improvements in underlying profits and core returns with growth in core lending, underlying income and net interest margin, and further reductions in costs and impairments. The continued progress in reducing balance sheet risk and the strengthening of the Group's capital ratios leaves us well positioned to continue growing our core business as we support the UK economic recovery.

George Culmer

Group Finance Director

UNDERLYING BASIS - SEGMENTAL ANALYSIS

 
                                                   Wealth,                    Group 
                                                     Asset               Operations 
                                    Commercial     Finance              and Central 
2013                        Retail     Banking   and Int'l  Insurance         items    Group 
                              GBPm        GBPm        GBPm       GBPm          GBPm     GBPm 
 
Net interest income          7,536       2,426         870      (103)           156   10,885 
Other income                 1,410       2,708       1,809      2,236           113    8,276 
Insurance claims                 -           -           -      (356)             -    (356) 
                           -------  ----------  ----------  ---------  ------------  ------- 
Total underlying income      8,946       5,134       2,679      1,777           269   18,805 
Total costs                (4,096)     (2,392)     (1,991)      (687)         (469)  (9,635) 
Impairment                 (1,101)     (1,167)       (730)          -           (6)  (3,004) 
                                    ---------- 
Underlying profit (loss)     3,749       1,575        (42)      1,090         (206)    6,166 
 
Banking net interest 
 margin                      2.23%       1.95%       2.20%                             2.12% 
Asset quality ratio          0.32%       0.83%       1.79%                             0.57% 
Return on risk-weighted 
 assets                      4.11%       1.04%     (0.13)%                             2.14% 
 
Key balance sheet items 
 at 31 Dec 2013              GBPbn       GBPbn       GBPbn      GBPbn         GBPbn    GBPbn 
 
Loans and advances 
 to customers(1)             341.9       126.4        24.2                      2.7    495.2 
Customer deposits(2)         269.0       123.5        45.8                        -    438.3 
                           -------  ----------  ----------             ------------  ------- 
Total customer balances      610.9       249.9        70.0                      2.7    933.5 
                           -------  ----------  ----------             ------------  ------- 
 
Risk-weighted assets          85.7       138.5        25.9                     13.8    263.9 
 
 
2012 
                              GBPm     GBPm     GBPm   GBPm   GBPm      GBPm 
 
Net interest income          7,195    2,206      799   (78)    213    10,335 
Other income                 1,462    2,932    2,043  2,294  (315)     8,416 
Insurance claims                 -        -        -  (365)      -     (365) 
                           -------  -------  -------  -----  -----  -------- 
Total underlying income      8,657    5,138    2,842  1,851  (102)    18,386 
Total costs                (4,199)  (2,516)  (2,291)  (744)  (374)  (10,124) 
Impairment                 (1,270)  (2,946)  (1,480)      -    (1)   (5,697) 
                                    ------- 
Underlying profit (loss)     3,188    (324)    (929)  1,107  (477)     2,565 
 
Banking net interest 
 margin                      2.08%    1.58%    1.65%                   1.93% 
Asset quality ratio          0.36%    1.85%    3.12%                   1.02% 
Return on risk-weighted 
 assets                      3.21%  (0.18)%  (2.31)%                   0.77% 
 
Key balance sheet items 
 at 31 Dec 2012              GBPbn    GBPbn    GBPbn  GBPbn  GBPbn     GBPbn 
 
Loans and advances 
 to customers(1)             343.3    134.7     33.4           0.7     512.1 
Customer deposits(2)         260.8    109.7     51.9           0.1     422.5 
                           -------  -------  -------         -----  -------- 
Total customer balances      604.1    244.4     85.3           0.8     934.6 
                           -------  -------  -------         -----  -------- 
 
Risk-weighted assets          95.5    165.2     36.2          13.4     310.3 
 
 
(1)  Excludes reverse repos. 
(2)  Excludes repos. 
 

UNDERLYING BASIS - CORE BUSINESS

 
                                                   Wealth,                    Group 
                                                     Asset               Operations 
                                    Commercial     Finance              and Central 
2013                        Retail     Banking   and Int'l  Insurance         items    Group 
                              GBPm        GBPm        GBPm       GBPm          GBPm     GBPm 
 
Net interest income          7,525       2,444         574      (107)           202   10,638 
Other income                 1,400       2,480       1,748      2,221           113    7,962 
Insurance claims                 -           -           -      (356)             -    (356) 
                           -------  ----------  ----------  ---------  ------------  ------- 
Total underlying income      8,925       4,924       2,322      1,758           315   18,244 
Total costs                (4,092)     (2,307)     (1,658)      (670)         (422)  (9,149) 
Impairment                 (1,059)       (424)        (32)          -           (6)  (1,521) 
Underlying profit (loss)     3,774       2,193         632      1,088         (113)    7,574 
 
Banking net interest 
 margin                      2.40%       2.53%       8.91%                             2.49% 
Asset quality ratio          0.33%       0.39%       0.50%                             0.35% 
Return on risk-weighted 
 assets                      4.55%       1.74%       6.67%                             3.26% 
 
Key balance sheet items 
 at 31 Dec 2013              GBPbn       GBPbn       GBPbn      GBPbn         GBPbn    GBPbn 
Loans and advances 
 to customers(1)             318.2       109.5         6.5                      2.7    436.9 
Customer deposits(2)         269.0       121.0        45.6                        -    435.6 
                           -------  ----------  ----------             ------------  ------- 
Total customer balances      587.2       230.5        52.1                      2.7    872.5 
                           -------  ----------  ----------             ------------  ------- 
 
Risk-weighted assets          78.8       123.3         9.0                     13.8    224.9 
 
 
2012 
                              GBPm     GBPm     GBPm   GBPm   GBPm     GBPm 
 
Net interest income          7,163    2,242      312   (87)    238    9,868 
Other income                 1,446    2,442    1,964  2,245  (315)    7,782 
Insurance claims                 -        -        -  (365)      -    (365) 
                           -------  -------  -------  -----  -----  ------- 
Total underlying income      8,609    4,684    2,276  1,793   (77)   17,285 
Total costs                (4,193)  (2,232)  (1,795)  (710)  (324)  (9,254) 
Impairment                 (1,192)    (704)     (22)      -    (1)  (1,919) 
Underlying profit (loss)     3,224    1,748      459  1,083  (402)    6,112 
 
Banking net interest 
 margin                      2.25%    2.22%    5.90%                  2.32% 
Asset quality ratio          0.37%    0.67%    0.45%                  0.44% 
Return on risk-weighted 
 assets                      3.60%    1.36%    5.07%                  2.54% 
 
Key balance sheet items 
 at 31 Dec 2012              GBPbn    GBPbn    GBPbn  GBPbn  GBPbn    GBPbn 
Loans and advances 
 to customers (1)            317.3    102.0      5.3           0.7    425.3 
Customer deposits(2)         260.8    107.2     51.0           0.1    419.1 
                           -------  -------  -------         -----  ------- 
Total customer balances      578.1    209.2     56.3           0.8    844.4 
                           -------  -------  -------         -----  ------- 
 
Risk-weighted assets          86.6    127.8      9.6          13.4    237.4 
 
 
(1)  Excludes reverse repos. 
(2)  Excludes repos. 
 

UNDERLYING BASIS - NON-CORE BUSINESS

 
                                                 Wealth,                    Group 
                                                   Asset               Operations 
                                  Commercial     Finance              and Central 
2013                      Retail     Banking   and Int'l  Insurance         items    Group 
                            GBPm        GBPm        GBPm       GBPm          GBPm     GBPm 
 
Net interest income           11        (18)         296          4          (46)      247 
Other income                  10         228          61         15             -      314 
Total underlying income       21         210         357         19          (46)      561 
Total costs                  (4)        (85)       (333)       (17)          (47)    (486) 
Impairment                  (42)       (743)       (698)          -             -  (1,483) 
Underlying (loss) 
 profit                     (25)       (618)       (674)          2          (93)  (1,408) 
 
Banking net interest 
 margin                    0.07%       0.14%       0.92%                             0.41% 
Asset quality ratio        0.17%       2.32%       2.03%                             1.61% 
 
Key balance sheet 
 items 
 at 31 Dec 2013            GBPbn       GBPbn       GBPbn      GBPbn         GBPbn    GBPbn 
 
Total non-core assets       23.7        21.3        18.2        0.3             -     63.5 
Risk-weighted assets         6.9        15.2        16.9                              39.0 
 
 
2012                       GBPm     GBPm     GBPm   GBPm   GBPm     GBPm 
 
Net interest income          32     (36)      487      9   (25)      467 
Other income                 16      490       79     49      -      634 
Total underlying income      48      454      566     58   (25)    1,101 
Total costs                 (6)    (284)    (496)   (34)   (50)    (870) 
Impairment                 (78)  (2,242)  (1,458)      -      -  (3,778) 
                          -----  -------  -------  -----  -----  ------- 
Underlying (loss) 
 profit                    (36)  (2,072)  (1,388)     24   (75)  (3,547) 
 
Banking net interest 
 margin                   0.12%    0.35%    1.13%                  0.55% 
Asset quality ratio       0.29%    4.28%    3.42%                  3.08% 
 
Key balance sheet 
 items 
 at 31 Dec 2012           GBPbn    GBPbn    GBPbn  GBPbn  GBPbn    GBPbn 
 
Total non-core assets      26.0     43.0     28.9    0.5      -     98.4 
Risk-weighted assets        8.9     37.4     26.6                   72.9 
 

UNDERLYING BASIS - QUARTERLY INFORMATION

 
                          Quarter   Quarter   Quarter  Quarter  Quarter 
                            ended     ended     ended    ended    ended 
                           31 Dec   30 Sept   30 June   31 Mar   31 Dec 
                             2013      2013      2013     2013     2012 
                             GBPm      GBPm      GBPm     GBPm     GBPm 
 
Group 
 
Net interest income         2,918     2,761     2,653    2,553    2,545 
Other income                1,991     1,879     1,984    2,422    2,040 
Insurance claims            (123)      (85)      (62)     (86)     (30) 
                          -------  --------  --------  -------  ------- 
Total underlying income     4,786     4,555     4,575    4,889    4,555 
Total underlying income 
 excl. SJP                  4,672     4,537     4,525    4,409    4,448 
Total costs               (2,525)   (2,361)   (2,341)  (2,408)  (2,587) 
Impairment                  (521)     (670)     (811)  (1,002)  (1,278) 
                          -------  --------  --------  -------  ------- 
Underlying profit           1,740     1,524     1,423    1,479      690 
                          -------  --------  --------  -------  ------- 
 
Banking net interest 
 margin                     2.29%     2.17%     2.06%    1.96%    1.94% 
Asset quality ratio         0.40%     0.51%     0.57%    0.80%    0.96% 
Return on risk-weighted 
 assets                     2.55%     2.14%     1.93%    1.96%    0.87% 
 
 
Core 
 
Net interest income         2,896    2,711    2,579    2,452    2,487 
Other income                1,971    1,803    1,923    2,265    1,932 
Insurance claims            (123)     (85)     (62)     (86)     (30) 
                          -------  -------  -------  -------  ------- 
Total underlying income     4,744    4,429    4,440    4,631    4,389 
Total underlying income 
 excl. SJP                  4,630    4,411    4,390    4,151    4,282 
Total costs               (2,429)  (2,252)  (2,199)  (2,269)  (2,341) 
Impairment                  (290)    (324)    (416)    (491)    (568) 
                          -------  -------  -------  -------  ------- 
Underlying profit           2,025    1,853    1,825    1,871    1,480 
                          -------  -------  -------  -------  ------- 
 
Banking net interest 
 margin                     2.64%    2.54%    2.43%    2.34%    2.33% 
Asset quality ratio         0.23%    0.32%    0.34%    0.51%    0.50% 
Return on risk-weighted 
 assets                     3.55%    3.19%    3.11%    3.20%    2.47% 
 
 
Non-core 
 
Net interest income          22     50     74    101     58 
Other income                 20     76     61    157    108 
Total underlying income      42    126    135    258    166 
Total costs                (96)  (109)  (142)  (139)  (246) 
Impairment                (231)  (346)  (395)  (511)  (710) 
                          -----  -----  -----  -----  ----- 
Underlying loss           (285)  (329)  (402)  (392)  (790) 
                          -----  -----  -----  -----  ----- 
 
Banking net interest 
 margin                   0.40%  0.41%  0.37%  0.44%  0.37% 
Asset quality ratio       1.29%  1.41%  1.62%  2.03%  2.80% 
 

DIVISIONAL HIGHLIGHTS

RETAIL

Progress against strategic initiatives

-- Significant progress made in our strategy to be the best bank for customers in the UK with continued focus on meeting the needs of our customers through investment in our products, service and distribution.

-- Further enhancements delivered to simplify the business with customers now benefitting from improvements to everyday services resulting in service scores increasing 11 per cent and complaints down to 1.0 per 1,000 accounts (excluding PPI), the lowest of any major UK bank.

-- The iconic Lloyds Bank brand re-launched and revitalised; and TSB created as a new challenger bank on the

High Street.

-- Continued innovation and investment to refresh our core product range, launching new propositions such as the Lloyds Bank and Bank of Scotland Loyalty Loan, Help to Buy, the Lloyds Bank Choice Rewards credit card and our seven-day switching service, with particularly strong net 'switcher in' performance being delivered by our challenger brand, Halifax.

-- New everyday banking propositions launched featuring cashback services that help customers to make more of their money whilst rewarding loyalty.

-- Continued development of our multi-channel offering, including enhancements to our digital proposition. Active online customer base now over 10.5 million, with over four million customers regularly using our mobile

banking services.

-- Exceeded lending commitment to new-to-market buyers, helping one-in-four to buy their first home and exceeding our first time buyer lending target of 60,000 new mortgages by over 20,000 at year-end. In 2014, we have committed to lend around GBP10 billion to approximately 80,000 first-time buyer customers.

-- Core loan book returned to growth in the third quarter, supported by strong performance in our mortgage portfolio.

-- Continued to support local communities, through our contribution to Group programmes and the personal commitment of colleagues involved in helping local organisations and charities.

Financial performance

-- Underlying profit increased 18 per cent to GBP3,749 million, driven by improved margins, reduced costs and

favourable impairments.

-- Return on risk-weighted assets increased to 4.11 per cent from 3.21 per cent in 2012, driven primarily by favourable income and continuing effective credit risk management.

-- Net interest incomeincreased 5 per cent. Margin performance was strong, increasing 15 basis points to 2.23 per cent in 2013 from 2.08 per cent in 2012, driven by improved deposit mix and a favourable funding environment, more than offsetting reduced lending rates.

-- Other income down 4 per cent, with lower income from bancassurance and protection following the Retail Distribution Review in 2012, partially offset by the benefit of a revised commission arrangement in relation to the home

insurance book.

-- Total costs down 2 per cent to GBP4,096 million, primarily as a result of the Simplification programme and ongoing cost management activity.

-- Impairment reduced 13 per cent to GBP1,101 million, with the unsecured book remaining stable and secured charges decreasing largely due to lower impaired loan balances.

Balance sheet

-- Loans and advances to customers were broadly in line with 2012 at GBP341.9 billion. Gross new mortgage lending increased GBP10.7 billion to GBP36.9 billion, contributing to core lending balances returning to growth in the third quarter, increasing further in the fourth quarter.

-- Customer deposits increased 3 per cent to GBP269.0 billion. Relationship balances (including Lloyds, Halifax, BoS and TSB branded Personal Current Accounts) increased 6 per cent in 2013, ahead of market growth, driven by the effect of our strong product offerings, particularly in the Lloyds Bank brand.

-- Risk-weighted assets decreased by GBP9.8 billion to GBP85.7 billion driven by improving house prices and an improvement in the credit quality of retail assets.

RETAIL (continued)

 
                                    2013  2012(1)  Change 
                                    GBPm     GBPm       % 
 
Net interest income                7,536    7,195       5 
Other income                       1,410    1,462     (4) 
                                 -------  ------- 
Total underlying income            8,946    8,657       3 
Total costs                      (4,096)  (4,199)       2 
Impairment                       (1,101)  (1,270)      13 
                                 -------  ------- 
Underlying profit                  3,749    3,188      18 
                                 -------  ------- 
 
Banking net interest margin        2.23%    2.08%    15bp 
Asset quality ratio                0.32%    0.36%   (4)bp 
Return on risk-weighted assets     4.11%    3.21%    90bp 
 
 
                                          At       At 
                                      31 Dec   31 Dec 
Key balance sheet items                 2013     2012  Change 
                                       GBPbn    GBPbn       % 
 
Loans and advances to customers(2)     341.9    343.3       - 
Customer deposits(3)                   269.0    260.8       3 
                                     -------  ------- 
Total customer balances                610.9    604.1       1 
                                     -------  ------- 
 
Risk-weighted assets                    85.7     95.5    (10) 
 
 
                                     Core                  Non-core 
                           ------------------------  -------------------- 
 
                              2013  2012(1)  Change   2013   2012  Change 
                              GBPm     GBPm       %   GBPm   GBPm       % 
 
Net interest income          7,525    7,163       5     11     32    (66) 
Other income                 1,400    1,446     (3)     10     16    (38) 
                           -------  -------          -----  ----- 
Total underlying income      8,925    8,609       4     21     48    (56) 
Total costs                (4,092)  (4,193)       2    (4)    (6)      33 
Impairment                 (1,059)  (1,192)      11   (42)   (78)      46 
                           -------  -------          -----  ----- 
Underlying profit (loss)     3,774    3,224      17   (25)   (36)      31 
                           -------  -------          -----  ----- 
 
Banking net interest 
 margin                      2.40%    2.25%    15bp  0.07%  0.12%   (5)bp 
Asset quality ratio          0.33%    0.37%   (4)bp  0.17%  0.29%  (12)bp 
Return on risk-weighted 
 assets                      4.55%    3.60%    95bp 
 
 
                               At       At               At       At 
                           31 Dec   31 Dec           31 Dec   31 Dec 
Key balance sheet items      2013     2012  Change     2013     2012  Change 
                            GBPbn    GBPbn       %    GBPbn    GBPbn       % 
 
Loans and advances to 
 customers(2)               318.2    317.3       -     23.7     26.0     (9) 
Customer deposits(3)        269.0    260.8       3        -        -       - 
                          -------  -------          -------  ------- 
Total customer balances     587.2    578.1       2     23.7     26.0     (9) 
                          -------  -------          -------  ------- 
 
Total non-core assets                                  23.7     26.0     (9) 
Risk-weighted assets         78.8     86.6     (9)      6.9      8.9    (22) 
 
 
(1)  Restated. 
(2)  Excludes reverse repos. 
(3)  Excludes repos. 
 

COMMERCIAL BANKING

Progress against strategic initiatives

   --     Continue to execute our strategy to be the best bank for clients. 

-- Reshaped our Small and Medium-sized Enterprises (SME) and Mid Markets segments to better serve client needs and improved relationship returns in Global Corporates and Financial Institutions through our continued focus on capital optimisation.

-- Strengthened the balance sheet and funding position: increasing the volume and quality of deposits within Transaction Banking; and de-risking the balance sheet by reducing non-core assets by 50 per cent and risk-weighted assets by 59 per cent, particularly in Corporate Real Estate and European exposures.

-- Continued to invest in our core infrastructure, with ongoing benefits from the Simplification programme and tight cost management enabling significant upgrades to deliver scalability and functionality in our Transaction Banking and Markets businesses.

-- Simplified our geographic footprint by exiting Spain and Australia as we focus on our UK and UK-linked clients, in addition to improving service delivery to frontline staff and end-to-end client support by streamlining infrastructure

and processes.

-- Played a prominent role in supporting the UK economywhilst maintaining a prudent risk appetite: net growth in SME lending of 6 per cent in the last 12 months, against market contraction of 3 per cent; 80 per cent acceptance rate on SME loan and overdraft applications; supported approximately 120,000 business start-ups; committed over GBP36 billion to UK customers through Funding for Lending since the start of the scheme; committed over GBP1.3 billion to UK manufacturing in the year to end September 2013, ahead of target; and helped clients access GBP8 billion of

non-bank lending.

-- Played a leading role in the development of the UK retail bond market, becoming a market maker on the London Stock Exchange for retail bond investors, providing the market with continuous pricing in bonds and gilts.

   --     Awarded Business Bank of the Year at the FD's Excellence Awards for the ninth year in a row. 

Financial performance

-- Returned to profitability with underlying profit of GBP1,575 million driven by the significant reduction in impairments as a result of lower charges across the core and non-core portfolios, increased core income partially offset by lower

non-core income from our capital accretive asset reduction strategy.

-- Core underlying income grew by 5 per cent to GBP4,924 million driven by SME, Mid Markets and Financial Institutions underpinned by strong performances in Transaction Banking and LDC and a resilient performance in Financial Markets and Capital Markets products. Income continues to be well balanced across the four client segments.

-- Core underlying profit increased by 25 per cent to GBP2,193 million due to increased income and lower impairment charges. Core return on risk-weighted assets increased by 38 basis points to 1.74 per cent.

-- Core net interest margin increased 31 basis points through disciplined pricing of new business, in addition to reduced funding costs driven by increased high quality deposits which contributed to a reduction in the Group's requirement for wholesale funding.

-- Core asset quality ratio improved 28 basis points reflecting better quality origination with the low interest rate environment helping to maintain defaults at a lower level. Non-core asset quality ratio decreased 196 basis points reflecting disciplined management and deleveraging of the portfolio.

Balance sheet

-- Core lending increased by 7 per cent driven by a 6 per cent increase in SME, and a strong performance in Mid Markets and Global Corporates resulting in an 8 per cent increase in Other Commercial Banking. This has been achieved whilst reducing risk-weighted assets resulting in improved capital efficiency.

-- Core customer deposits increased by 13 per cent, with increases in all client segments and growth in high quality deposits reflecting the strength of the customer franchise.

-- Core risk-weighted assets decreased 4 per cent as a result of selective participation, specifically in Global Corporates, in addition to active portfolio management across all client segments to reduce risk-weighted assets in the lending and Financial Markets businesses.

-- Non-core loans and advances to customers decreased by GBP15.8 billion, as a result of the Group's capital accretive asset reduction strategy.

COMMERCIAL BANKING (continued)

 
                                    2013  2012(1)   Change 
                                    GBPm     GBPm        % 
 
Net interest income                2,426    2,206       10 
Other income                       2,708    2,932      (8) 
                                 -------  ------- 
Total underlying income            5,134    5,138        - 
Total costs                      (2,392)  (2,516)        5 
Impairment                       (1,167)  (2,946)       60 
                                 -------  ------- 
Underlying profit (loss)           1,575    (324) 
                                 -------  ------- 
 
Banking net interest margin        1.95%    1.58%     37bp 
Asset quality ratio                0.83%    1.85%  (102)bp 
Return on risk-weighted assets     1.04%  (0.18)%    122bp 
 
 
                                              At       At 
                                          31 Dec   31 Dec 
Key balance sheet items                     2013     2012  Change 
                                           GBPbn    GBPbn       % 
 
Loans and advances to customers(2)         126.4    134.7     (6) 
Debt securities and available-for-sale 
 financial assets                            4.1      9.5    (57) 
                                         -------  ------- 
                                           130.5    144.2    (10) 
                                         -------  ------- 
 
Customer deposits(3)                       123.5    109.7      13 
Risk-weighted assets                       138.5    165.2    (16) 
 
 
                                     Core                   Non-core 
                           ------------------------  ----------------------- 
 
                              2013  2012(1)  Change   2013     2012   Change 
                              GBPm     GBPm       %   GBPm     GBPm        % 
 
Net interest income          2,444    2,242       9   (18)     (36)       50 
Other income                 2,480    2,442       2    228      490     (53) 
                           -------  -------          -----  ------- 
Total underlying income      4,924    4,684       5    210      454     (54) 
Total costs                (2,307)  (2,232)     (3)   (85)    (284)       70 
Impairment                   (424)    (704)      40  (743)  (2,242)       67 
                           -------  -------          -----  ------- 
Underlying profit (loss)     2,193    1,748      25  (618)  (2,072)       70 
                           -------  -------          -----  ------- 
 
Banking net interest 
 margin                      2.53%    2.22%    31bp  0.14%    0.35%   (21)bp 
Asset quality ratio          0.39%    0.67%  (28)bp  2.32%    4.28%  (196)bp 
Return on risk-weighted 
 assets                      1.74%    1.36%    38bp 
 
 
                               At       At               At       At 
                           31 Dec   31 Dec           31 Dec   31 Dec 
Key balance sheet items      2013     2012  Change     2013     2012  Change 
                            GBPbn    GBPbn       %    GBPbn    GBPbn       % 
 
    SME(4)                   28.2     26.6       6 
    Other(5)                 81.3     75.4       8 
                          -------  ------- 
Loans and advances to 
 customers(2)               109.5    102.0       7     16.9     32.7    (48) 
Customer deposits(3)        121.0    107.2      13      2.5      2.5       - 
                          -------  -------          -------  ------- 
Total customer balances     230.5    209.2      10     19.4     35.2    (45) 
                          -------  -------          -------  ------- 
 
Total non-core assets                                  21.3     43.0    (50) 
Risk-weighted assets        123.3    127.8     (4)     15.2     37.4    (59) 
 
 
(1)  Restated. 
(2)  Excludes reverse repos. 
(3)  Excludes repos. 
(4)  SME comprises clients with turnover of up to GBP25 million in 
      line with lending data supplied by the Bank of England. 
(5)  Includes Mid Markets, Global Corporates, Financial Institutions 
      and Other. 
 

WEALTH, ASSET FINANCE AND INTERNATIONAL

Progress against strategic initiatives

-- International presence reduced to nine countries, achieving our target of fewer than 10 by the end of 2014.

-- Wealth improved client service and accessibility through a new Private Banking Client Centre and the roll out of a new point of sale system.

-- Asset Finance continued to invest in infrastructure and growth initiatives, resulting in 3.2 per cent fleet growth for Lex Autolease and a 28.6 per cent increase in new business volumes for Black Horse motor finance.

-- Reinforced the focus on our banking businesses through the announced sale of Scottish Widows Investment Partnership and the sales of shares in St. James's Place.

-- Total cost reductions of 13 per cent driven by simplification initiatives and disposals enabled reinvestment for future growth opportunities.

Financial performance

-- Losses reduced by 95 per cent to GBP42 million driven by lower impairments in non-core, mainly in Ireland, and strong profitable growth in the core business.

-- Core underlying profits increased by 38 per cent to GBP632 million (86 per cent excluding St. James's Place) driven by strong income growth in Wealth and Asset Finance, and cost savings.

-- Core return on risk-weighted assets increased from 5.07 per cent to 6.67 per cent, largely as a result of repricing of liabilities.

-- Net interest income in the core business increased by 84 per cent driven by strong and improving margins in Wealth and in the Online Deposits businesses within Asset Finance, and by growth in Black Horse motor finance volumes.

-- Core margin improved by 301 basis points from 5.90 per cent to 8.91 per cent driven by deposit pricing.

-- Core other income (excluding St. James's Place and other disposals from the International portfolio) was broadly flat with growth in Asset Finance and new Wealth revenue streams offset by a reduction in trail income following implementation of the Retail Distribution Review.

-- Total cost reductions of 13 per cent (8 per cent excluding St. James's Place). Savings from the run-down of non-core businesses, from simplification of the organisational structure in both Wealth and Asset Finance, and optimisation of our direct channel customer service in Wealth, enabled investment in building our customer propositions in

UK Wealth and Asset Finance.

-- Impairment charges reduced by GBP750 million to GBP730 million, including a reduction of GBP637 million in the Irish portfolio.

Balance sheet

-- Core loans and advances to customers increased by 23 per cent driven mainly by Asset Finance as a result of continued growth in UK motor finance business.

-- Non-core assets reduced by 37 per cent following the sale of our Australian Asset Finance and Spanish retail businesses, and other reductions in our non-core portfolio mainly within Ireland.

-- Customer deposits reduced by 12 per cent, driven byreductions in our international footprint within Wealth, and attrition in customer balances within Online Deposits, mainly driven by deposit repricing.

-- Risk-weighted assets reduced by 28 per cent driven by sales and repayments of non-core assets within Asset Finance and Ireland.

-- Funds under management (excluding St. James's Place and other disposals from the International portfolio) have grown by 2 per cent largely as a result of stronger equity markets.

WEALTH, ASSET FINANCE AND INTERNATIONAL (continued)

 
                                                              Excluding St. James's 
                                                                      Place 
                                                            ------------------------- 
                                    2013  2012(1)   Change     2013  2012(1)   Change 
                                    GBPm     GBPm        %     GBPm     GBPm        % 
Net interest income                  870      799        9      869      795        9 
Other income                       1,809    2,043     (11)    1,688    1,718      (2) 
                                 -------  -------           -------  ------- 
Total underlying income            2,679    2,842      (6)    2,557    2,513        2 
Total costs                      (1,991)  (2,291)       13  (1,947)  (2,123)        8 
Impairment                         (730)  (1,480)       51    (730)  (1,480)       51 
                                 -------  -------           -------  ------- 
Underlying loss                     (42)    (929)       95    (120)  (1,090)       89 
                                 -------  -------           -------  ------- 
Underlying profit (loss) by 
 business: 
    Wealth                           338      302       12      260      141       84 
    Asset Finance                    505      322       57      505      322       57 
    International                  (885)  (1,553)       43    (885)  (1,553)       43 
                                 -------  -------           -------  ------- 
                                    (42)    (929)       95    (120)  (1,090)       89 
                                 -------  -------           -------  ------- 
 
Banking net interest margin        2.20%    1.65%     55bp    2.20%    1.65%     55bp 
Asset quality ratio                1.79%    3.12%  (133)bp    1.79%    3.12%  (133)bp 
Return on risk-weighted assets   (0.13)%  (2.31)%    218bp  (0.38)%  (2.71)%  (233)bp 
 
 
                                     At 31  At 31 
                                       Dec    Dec 
Key balance sheet items               2013   2012  Change 
                                     GBPbn  GBPbn       % 
Loans and advances to customers(2)    24.2   33.4    (28) 
Customer deposits(2)                  45.8   51.9    (12) 
Operating lease assets                 2.8    2.8 
                                     -----  ----- 
Total customer balances               72.8   88.1    (17) 
                                     -----  ----- 
 
Risk-weighted assets                  25.9   36.2    (28) 
 
 
                                           Core                   Non-core 
                                 ------------------------  ----------------------- 
                                    2013  2012(1)  Change   2013     2012   Change 
                                    GBPm     GBPm       %   GBPm     GBPm        % 
Net interest income                  574      312      84    296      487     (39) 
Other income                       1,748    1,964    (11)     61       79     (23) 
                                 -------  -------          -----  ------- 
Total underlying income            2,322    2,276       2    357      566     (37) 
Total costs                      (1,658)  (1,795)       8  (333)    (496)       33 
Impairment                          (32)     (22)    (45)  (698)  (1,458)       52 
                                 -------  -------          -----  ------- 
Underlying profit (loss)             632      459      38  (674)  (1,388)     (51) 
                                 -------  -------          -----  ------- 
Underlying profit excluding 
 St. James's Place(3)                554      298      86 
 
Banking net interest margin        8.91%    5.90%   301bp  0.92%    1.13%   (21)bp 
Asset quality ratio                0.50%    0.45%     5bp  2.03%    3.42%  (139)bp 
Return on risk-weighted assets     6.67%    5.07%   160bp 
 
 
 
                                                At       At               At       At 
                                            31 Dec   31 Dec           31 Dec   31 Dec 
Key balance sheet items                       2013     2012  Change     2013     2012  Change 
                                             GBPbn    GBPbn       %    GBPbn    GBPbn       % 
Loans and advances to customers(2)             6.5      5.3      23     17.7     28.1    (37) 
Customer deposits(2)                          45.6     51.0    (11)      0.2      0.9    (78) 
Operating lease assets                         2.8      2.7       4        -      0.1 
                                           -------  -------          -------  ------- 
Total customer balances                       54.9     59.0     (7)     17.9     29.1    (38) 
                                           -------  -------          -------  ------- 
 
Total non-core assets                                                   18.2     28.9    (37) 
Risk-weighted assets                           9.0      9.6     (6)     16.9     26.6    (36) 
Funds under management                       151.8    188.6    (20)        -      0.5 
(1)    Restated. 
(2)    Excludes reverse repos on loans and advances and excluding repos 
        on deposits. 
(3)    The gain relating to the sales of shares in St. James's Place 
        is included in Central items. 
 
 

INSURANCE

Progress against strategic initiatives

-- Insurance is a core part of Lloyds Banking Group and has delivered underlying profits in excess of GBP1 billion for each of the last five years, enabling the payment of a total of GBP5.1 billion of dividends to the Group since 2009.

-- The Insurance business is focused on four key markets: Pensions, Protection, Annuities and Home Insurance, where we believe it can leverage its position as part of the Group with over 30 million retail customers, rich customer transaction data, centres of best practice and top quality brands.

-- In Pensions, where we have over 1 million individual customers and a significant number of Corporate customers representing more than 1 million employees, we have so far supported almost 300 major employers, representing about 60,000 employees, through auto enrolment, including many of the 17 per cent of FTSE 350 companies

who have their corporate pension arrangements with Scottish Widows, and we expect this to increase significantly

in 2014.

-- In Protection, we continued to progress development of our intermediary proposition, leveraging our platform and capabilities to extend this to our wealthier customers.

-- In Annuities, we began the delivery of our enhanced annuity proposition, including extending this offering into the intermediary channel and continued to support our annuity strategy with the acquisition of attractive, higher yielding assets to match long duration liabilities.

-- In Home Insurance, we invested in our proposition to improve customer focus, for instance the introduction of a dedicated claims advisor to each claimant has resulted in significantly faster claims settlement.

-- We increased the focus on our UK business following the agreed sale of our German life insurance business Heidelberger Leben.

-- Following the agreed sale of Scottish Widows Investment Partnership to Aberdeen Asset Management we look forward to the long term strategic relationship that we will enter into with Aberdeen and the potential benefits for our customers.

-- Capitalising on one of the most recognised brands in our market sector, we relaunched the Scottish Widows brand in February 2014, demonstrating our continued commitment to being a leader in the life planning and retirement market.

Financial performance

-- Underlying profit down 2 per cent to GBP1,090 million, due to changes in intra group commission arrangements and the continued run-off legacy creditor books within General Insurance, net of lower costs and increased profit in UK Life and Pensions existing business reflecting the net benefit from a number of assumption changes. Return on equity up from 12 per cent to 13 per cent.

-- Generated GBP692 million of operating cash net of GBP285 million of cash invested in writing new business.

-- Costs improved by 8 per cent, reflecting the benefits of simplifying our business model and processes.

-- IFRS new business margin reduced to 2.6 per cent due to changes in the basis of taxation of life protection business.

-- Total UK LP&I sales down 1 per cent to GBP9,934 million primarily due to the Group's decision to stop providing investment advice to retail customers with savings below GBP100,000. Corporate pensions grew by 21 per cent, reflecting the strength of our proposition and the conversion of pipeline generated in the run up to implementation of the Retail Distribution Review.

-- General Insurance Gross Written Premiums down by 8 per cent to GBP1,307 million reflecting the effect of the closed creditor book and as a result of our focus on value rather than volume on the home insurance portfolio.

Capital

-- The strong underlying profitability and capitalisation of the Insurance business has enabled us to remit GBP2.2 billion of dividends to the Group during 2013 whilst maintaining a strong capital base.

-- The estimated capital surplus for Pillar 1 is GBP2.9 billion (Scottish Widows plc, GBP3.9 billion in 2012) and for IGD is GBP2.7 billion (Insurance Group, GBP3.7 billion in 2012) with the decrease reflecting dividends paid during the year.

INSURANCE (continued)

 
                                          2013  2012(1)  Change 
                                          GBPm     GBPm       % 
 
Net interest income                      (103)     (78)    (32) 
Other income                             2,236    2,294     (3) 
Insurance claims                         (356)    (365)       2 
                                         -----  ------- 
Total underlying income                  1,777    1,851     (4) 
Total costs                              (687)    (744)       8 
                                         ----- 
Underlying profit                        1,090    1,107     (2) 
                                         -----  ------- 
 
Operating cash generation                  692      849    (18) 
UK Life IFRS new business margin          2.6%     3.2%  (60)bp 
UK Life, pensions and investment sales 
 (PVNBP)                                 9,934   10,005     (1) 
General Insurance total GWP              1,307    1,419     (8) 
General Insurance combined ratio           77%      72%     5pp 
Return on equity(2)                        13%      12%     1pp 
 
 
(1)  Restated. 
(2)  'Return on Equity' is the underlying profit less tax at the prevailing 
      UK Corporation tax rate divided by the average amount of the Group's 
      equity attributable to the Insurance business. 
 

Profit by product group

 
                                                               2013                                  2012 
                                  --------------------------------------------------------------  ------- 
                                        Pensions    Protection      General 
                                   & investments   & annuities    Insurance    Other(1)    Total    Total 
                                            GBPm          GBPm         GBPm        GBPm     GBPm     GBPm 
New business income                          276           139            -          16      431      519 
Existing business income                     599           132            -          92      823      791 
Assumption changes and 
 experience variances                      (158)           302            -        (78)       66     (31) 
General Insurance income 
 net of claims                                 -             -          457           -      457      572 
                                  --------------  ------------  -----------  ----------  -------  ------- 
Total underlying income                      717           573          457          30    1,777    1,851 
Total costs                                (360)         (128)        (160)        (39)    (687)    (744) 
                                  --------------  ------------  -----------  ----------  -------  ------- 
Underlying profit (loss) 
 2013                                        357           445          297         (9)    1,090    1,107 
                                  --------------  ------------  -----------  ----------  -------  ------- 
 
Underlying profit 2012(2)                    404           289          409           5    1,107 
(1)    'Other' includes the results of the European business in addition 
        to income from return on free assets, interest expense and certain 
        provisions. 
(2)    Full 2012 comparator tables for the profit and cash disclosures 
        can be found on the Lloyds Banking Group investor site. 
 
 

New business income reduced by GBP88 million to GBP431 million driven by reduced protection and annuities new business income following changes to the basis of taxation on the life protection business in January 2013. Pensions and investments new business income increased slightly with a strong performance in corporate pensions being largely offset by reduced investments volumes following the Group's decision to stop providing investment advice to retail customers with savings below GBP100,000.

Existing business income increased by GBP32 million largely due to increased income from protection and annuities which benefited from the increased returns on higher yielding assets. Pensions and investments existing business income increased slightly with increased income in pensions being largely offset by reduced income on the declining savings and investments portfolio.

INSURANCE (continued)

Underlying profit in the protection and annuities business included a benefit of GBP302 million largely as a result of changes to long-term mortality and investment return assumptions which included the benefits of investing in higher yielding assets to match long duration liabilities. This was partly offset by a charge of GBP158 million in the pensions and investments business driven primarily by a revision of pensions lapse assumptions and allowance for the impact of the Office of Fair Trading review on fairness of legacy pension charges.

General Insurance income reduced by GBP115 million to GBP457 million primarily due to a GBP77 million impact of a revised commission arrangement with Retail on the home insurance portfolio in addition to the continued run off of legacy books.

Operating cash generation

In line with emerging industry practice we have introduced an operating cash generation reporting metric. Operating cash is used to fund new business generating future cash, to pay dividends to Group, or is retained within the business to provide security for policyholders and achieve our strategic objectives. For the majority of products writing new business results in an outflow of cash for new business origination and set up costs (including commission). This cash outflow is recouped in subsequent years. However some products, where the policyholder's initial investment covers the cost of setting up the policy, do not require new business funding.

Operating cash generation is derived from underlying profit by removing the effect of movements in intangible

(non-cash) items and assumption changes. Intangible items include the value of in-force life business, deferred acquisition costs and deferred income reserves.

 
                                                       2013                                2012 
                            ----------------------------------------------------------  ------- 
                                  Pensions    Protection     General 
                             & investments   & annuities   Insurance    Other    Total    Total 
                                      GBPm          GBPm        GBPm     GBPm     GBPm     GBPm 
 
Cash invested in 
 new business                        (261)           (3)           -     (21)    (285)    (264) 
Cash generated from 
 existing business                     485           139           -       56      680      704 
Cash generated from 
 General Insurance                       -             -         374        -      374      409 
Change in intra group 
 commission terms                        -             -        (77)        -     (77)        - 
                            --------------  ------------  ----------  -------  -------  ------- 
Operating cash generation              224           136         297       35      692      849 
Intangibles and other 
 adjustments                           133           309           -     (44)      398      258 
                            --------------  ------------  ----------  -------  -------  ------- 
Underlying profit 
 (loss) before tax                     357           445         297      (9)    1,090    1,107 
                            --------------  ------------  ----------  -------  -------  ------- 
 
Operating cash generation 
 2012                                  223           184         409       33 
 

The Insurance business generated GBP692 million of cash in 2013, GBP157 million lower than the prior year. The reduction was due to the change in intra group commission arrangements, the run-off of the legacy creditor book, and a slight increase in cash invested in new business, largely due to lower protection new business income.

The increase in intangibles is driven by the beneficial impact of assumption changes.

GROUP OPERATIONS

 
                                          2013  2012(1) 
                                          GBPm     GBPm 
 
Total underlying income                      6       30 
Direct costs: 
                                       -------  ------- 
    Information technology             (1,172)  (1,171) 
    Operations                           (825)    (822) 
    Property                             (876)    (892) 
    Support functions                     (92)     (93) 
                                       -------  ------- 
                                       (2,965)  (2,978) 
                                       -------  ------- 
Result before recharges to divisions   (2,959)  (2,948) 
Total net recharges to divisions         2,902    2,897 
                                       -------  ------- 
Underlying loss                           (57)     (51) 
                                       -------  ------- 
 
 
(1)  2012 comparative figures have been amended to reflect the effect 
      of the continuing consolidation of operations across the Group. 
      To ensure a fair comparison of the 2013 performance, 2012 direct 
      costs have been restated with an equivalent offsetting increase 
      in recharges to divisions. 
 

-- Group Operations supports the Group by providing high quality services and delivering investment project capability through Information Technology (IT), Operations (including Customer Service and Global Payments) as well as Property and Sourcing. Achieving excellent service availability and high standards is a key part of our strategy to be the best bank for customers.

-- Incremental cost savings of 6 per cent have been achieved through Simplification and tight cost control actions such as sourcing, the centralisation, automation and re-engineering of end-to-end processes, and consolidation and rationalisation of property and IT. These savings are offset by higher costs of supplying investment projects and the impact of regulatory costs and inflation.

-- Information Technology savings were offset by increased costs from delivering Group Strategic Initiatives, such as Transaction Banking Transformation and Digital Transformation, which generate income and cost benefits in other Divisions.

-- Operations costs increased slightly from 2012 to 2013 with enhancements to our customer services processes and regulatory and compliance activities, in areas such as Global Payments, offset by Simplification savings. This includes delivering Industry Accounts Switchers, Global Anti Money Laundering and Foreign Account Tax Compliance Act projects serving the rest of the Group.

-- Group Property costs decreased by 2 per cent as we continued to consolidate the Group's property portfolio with savings offsetting the costs of rebranding the Branch network.

-- We continue to streamline our internal operations and have reduced the number of suppliers by a further 1,467 this year, bringing the total down from over 18,000 at the start of Simplification to 9,066, well ahead of our original target of 10,000 by the end of 2014.

CENTRAL ITEMS

 
                                     2013   2012 
                                     GBPm   GBPm 
 
Total underlying income (expense)     263  (132) 
Total costs                         (406)  (293) 
Impairment                            (6)    (1) 
                                    -----  ----- 
Underlying loss                     (149)  (426) 
                                    -----  ----- 
 

-- Central items include income and expenditure not recharged to divisions, including the costs of certain central and head office functions.

-- Total underlying income in 2013 includes the GBP540 million gain on the sales of shares in St. James's Place.

   --     Total costs in 2013 include the bank levy of GBP238 million (2012: GBP179 million). 

.

ADDITIONAL INFORMATION

   1.         Reconciliation between statutory and underlying basis results 

The tables below set out the reconciliation from the statutory results to the underlying basis results, the principles of which are set out on the inside front cover.

 
                                                       Removal of: 
                             --------------------------------------------------------------- 
                             Acquisition   Volatility 
                     Lloyds      related      arising                      Legal 
                    Banking          and           in  Insurance             and 
                      Group        other    insurance      gross      regulatory  Fair value  Underlying 
2013              statutory     items(1)   businesses         up   provisions(2)      unwind       basis 
                       GBPm         GBPm         GBPm       GBPm            GBPm        GBPm        GBPm 
 
Net interest 
 income               7,338         (14)            -      2,930               -         631      10,885 
Other income, 
 net of 
 insurance 
 claims              11,140          460        (668)    (3,074)               -          62       7,920 
                                                                  -------------- 
Total 
 underlying 
 income              18,478          446        (668)      (144)               -         693      18,805 
Operating 
 expenses(3)       (15,322)        2,041            -        144           3,455          47     (9,635) 
Impairment          (2,741)          249            -          -               -       (512)     (3,004) 
                 ----------  -----------  -----------  ---------  --------------  ----------  ---------- 
Profit (loss)           415        2,736        (668)          -           3,455         228       6,166 
                 ----------  -----------  -----------  ---------  --------------  ----------  ---------- 
 
 
 
                                                       Removal of: 
                              -------------------------------------------------------------- 
                              Acquisition   Volatility 
                      Lloyds      related      arising                     Legal 
                     Banking          and           in  Insurance           and 
                       Group        other    insurance      gross     regulatory  Fair value  Underlying 
2012            statutory(4)     items(5)   businesses      up(4)  provisions(2)      unwind       basis 
                        GBPm         GBPm         GBPm       GBPm           GBPm        GBPm        GBPm 
 
Net interest 
 income                7,718        (199)          (8)      2,587              -         237      10,335 
Other income, 
 net of 
 insurance 
 claims               12,799      (1,691)        (304)    (2,760)             50        (43)       8,051 
Total 
 underlying 
 income               20,517      (1,890)        (312)      (173)             50         194      18,386 
Operating 
 expenses(3)        (15,974)        1,478            -        173          4,175          24    (10,124) 
Impairment           (5,149)          320            -          -              -       (868)     (5,697) 
                ------------  -----------  -----------  ---------  -------------  ----------  ---------- 
Profit (loss)          (606)         (92)        (312)          -          4,225       (650)       2,565 
                ------------  -----------  -----------  ---------  -------------  ----------  ---------- 
 
 
 
 
(1)  Comprises the effects of asset sales (gain of GBP100 million), 
      volatile items (loss of GBP678 million), liability management (loss 
      of GBP142 million), Simplification costs related to severance, 
      IT and business costs of implementation (GBP830 million), EC mandated 
      retail business disposal costs (GBP687 million), the past service 
      pensions charge (GBP104 million) and the amortisation of purchased 
      intangibles (GBP395 million). 
(2)  Comprises the payment protection insurance provision of GBP3,050 
      million (2012: GBP3,575 million) and other regulatory provisions 
      of GBP405 million (2012: GBP650 million). 
(3)  On an underlying basis, this is described as total costs. 
(4)  Restated to reflect the implementation of IAS 19 and IFRS 10. See 
      page 123. 
(5)  Comprises the effects of asset sales (gain of GBP2,547 million), 
      volatile items (loss of GBP748 million), liability management (loss 
      of GBP229 million), Simplification costs (GBP676 million), EC mandated 
      retail business disposal costs (GBP570 million), the past service 
      pensions credit (GBP250 million) and the amortisation of purchased 
      intangibles (GBP482 million). 
 

ADDITIONAL INFORMATION (continued)

   2.         Banking net interest margin 

Banking net interest margin is calculated by dividing banking net interest income by average interest-earning banking assets. A reconciliation of banking net interest income to Group net interest income showing the items that are excluded in determining banking net interest income follows:

 
 
                                                       2013     2012 
                                                       GBPm     GBPm 
 
Banking net interest income - underlying basis       10,841   10,480 
Insurance division                                    (103)     (78) 
Other net interest income (including trading 
 activity)                                              147     (67) 
                                                    -------  ------- 
Group net interest income - underlying basis         10,885   10,335 
Fair value unwind                                     (631)    (237) 
Banking volatility and liability management gains        14      199 
Insurance gross up                                  (2,930)  (2,587) 
Volatility arising in insurance businesses                -        8 
                                                    -------  ------- 
Group net interest income - statutory                 7,338    7,718 
                                                    -------  ------- 
 

Average interest-earning banking assets are calculated gross of related impairment allowances, and relate solely to customer and product balances in the banking businesses on which interest is earned or paid.

   3.         Volatility arising in insurance businesses 

The Group's statutory result before tax is affected by insurance volatility caused by movements in financial markets, and policyholder interests volatility, which primarily reflects the gross up of policyholder tax included in the Group tax charge.

In 2013 the Group's statutory result before tax included positive insurance and policyholder interests volatility totalling GBP668 million compared to positive volatility of GBP312 million in 2012.

Volatility comprises the following:

 
                                        2013  2012 
                                        GBPm  GBPm 
 
Insurance volatility                     218   189 
Policyholder interests volatility(1)     564   143 
                                       -----  ---- 
Total volatility                         782   332 
Insurance hedging arrangements         (114)  (20) 
Total                                    668   312 
                                       -----  ---- 
 
 
(1)  Includes volatility relating to the Group's interest in St. James's 
      Place. 
 

Insurance volatility

The Group's Insurance business has policyholder liabilities that are supported by substantial holdings of investments, including equities, property and fixed interest investments, all of which are subject to variations in their value. The value of the liabilities does not move exactly in line with changes in the value of the investments, yet IFRS requires that the changes in both the value of the liabilities and investments be reflected within the income statement. As these investments are substantial and movements in their value can have a significant impact on the profitability of the Group, management believes that it is appropriate to disclose the division's results on the basis of an expected return in addition to results based on the actual return.

ADDITIONAL INFORMATION (continued)

   3.         Volatility arising in insurance businesses(continued) 

The expected gross investment returns used to determine the normalised profit of the business, which are based on prevailing market rates and published research into historical investment return differentials, are set out below:

 
United Kingdom                            2013  2012 
                                             %     % 
 
Investments backing annuity liabilities   3.83  3.89 
Equities and property                     5.58  5.48 
UK Government bonds                       2.58  2.48 
Corporate bonds                           3.18  3.08 
 

A review of investment strategy in the Group's Insurance business has resulted in investment being made in a wider range of assets. Expected investment returns in 2013 include appropriate returns for these assets. The 2013 rates also reflect the move to swap rates as the basis for calculations.

The impact on the results due to the actual return on these investments differing from the expected return (based upon economic assumptions made at the beginning of the year, adjusted for significant changes in asset mix) is included within insurance volatility. Changes in market variables also affect the realistic valuation of the guarantees and options embedded within the with-profits funds, the value of the in-force business and the value of shareholders' funds.

The positive insurance volatility during 2013 in the Insurance division was GBP218 million, primarily reflecting the favourable performance of equity investments in the period relative to the expected return. This has been partially offset by an increase in the long-term level of market implied inflation and lower cash returns compared to long-term expectations.

Policyholder interests volatility

The application of accounting standards results in the introduction of other sources of significant volatility into the pre-tax profits of the life, pensions and investments business. In order to provide a clearer representation of the performance of the business, and consistent with the way in which it is managed, adjustments are made to remove this volatility from underlying profits. The effect of these adjustments is separately disclosed as policyholder interests volatility.

The most significant of these additional sources of volatility is policyholder tax. Accounting standards require that tax on policyholder investment returns should be included in the Group's tax charge rather than being offset against the related income. The result is, therefore, to either increase or decrease profit before tax with a related change in the tax charge. Timing and measurement differences exist between provisions for tax and charges made to policyholders. Consistent with the normalised approach taken in respect of insurance volatility, differences in the expected levels of the policyholder tax provision and policyholder charges are adjusted through policyholder interests volatility.

In 2013, the statutory results before tax included a credit to other income which relates to policyholder interests volatility totalling GBP564 million (2012: GBP143 million) relating to the rise in equity markets in the period.

Insurance hedging arrangements

To protect against deterioration in equity market conditions and the consequent negative impact on the value of in-force business on the Group balance sheet, the Group purchased put option contracts in 2012 financed by selling some upside potential from equity market movements. These expired in 2013 and the charge booked in 2013 on these contracts was GBP9 million. New protection was acquired in 2013 to replace the expired contracts. On a mark-to-market valuation basis a loss of GBP105 million was recognised in relation to the new contracts in 2013.

ADDITIONAL INFORMATION (continued)

   4.         Number of employees (full-time equivalent) 
 
                                                      2013     2012 
 
Retail                                              40,276   41,460 
Commercial Banking                                   7,718    8,051 
Wealth, Asset Finance and International              6,960    9,131 
Insurance                                            2,373    2,293 
Group Operations                                    21,602   23,666 
Central items                                       12,386   12,490 
                                                   -------  ------- 
                                                    91,315   97,091 
Agency staff (full-time equivalent)                (2,338)  (4,303) 
                                                   -------  ------- 
Total number of employees (full-time equivalent)    88,977   92,788 
                                                   -------  ------- 
 
   5.         Remuneration 

As part of the Group's goal to be the Best Bank for Customers, we reward our colleagues in a way that recognises the very highest expectations in respect of conduct and customer treatment and we continue to be mindful of both the economic environment and views of our stakeholders as we manage our fixed and variable remuneration costs.

We continue to forge strong links between performance, risk management and reward. Sound risk management underpins our remuneration policies and practices, manifested through our use of economic profit, amongst other metrics, to measure performance and in the determination of remuneration levels.

The Group's bonus pool has been determined by reference to risk adjusted performance, affordability and the views of key stakeholders. Material adjustments have been made to the pool in 2013 (as in 2012) to reflect the impacts of legacy items. The bonus pool as a percentage of pre-bonus underlying profit before tax has reduced from 12 per cent in 2012 to 6 per cent.

The Long Term Incentive Plan (LTIP) remains a core part of our reward strategy to ensure we deliver strong and sustainable returns for shareholders and align with the Group's strategic direction and its goals over the medium term.

Bonus awards are 100 per cent deferred for Executive Directors and they are required to retain any shares vesting from LTIP awards made since 2012 for a further two years (after deductions for tax and national insurance). For other employees, cash bonus awards are limited to GBP2,000, with any bonus over GBP2,000 subject to share based deferral and performance adjustment.

A summary of our approach to variable remuneration in 2013 is shown below:

-- Discretionary annual bonus pool of GBP395 million (2012: GBP365 million) representing 6 per cent of pre-bonus underlying profit before tax (2012: 12 per cent), with underlying profit before tax increasing 140 per cent.

-- Annual performance award to Group Chief Executive of GBP1.7 million in shares, subject to additional performance conditions and deferred until 2019.

-- Total bonus as a percentage of underlying revenues is approximately 2 per cent, in line with 2012 levels.

   --     Approximately 78 per cent of the total Group bonus pool is deferred into shares. 

RISK MANAGEMENT

 
                                    Page 
Principal risks and uncertainties     40 
    Credit risk                       40 
    Conduct risk                      40 
    Market risk                       40 
    Operational risk                  40 
    Funding and liquidity             41 
    Capital risk                      41 
    Regulatory risk                   41 
    State aid                         41 
 
Credit risk portfolio                 42 
Funding and liquidity management      65 
Capital management                    70 
 

The income statement numbers in this section are presented on an underlying basis.

PRINCIPAL RISKS AND UNCERTAINTIES

The most significant risks faced by the Group which could impact on the success of delivering against the Group's

long-term strategic objectives together with key mitigating actions are outlined below.

Credit risk

Principal risks

As a provider of credit facilities to personal and commercial customers, together with financial institutions and Sovereigns, any adverse changes in the economic and market environment we operate in, or the credit quality and/or behaviour of our borrowers and counterparties would reduce the value of our assets and increase our write-downs and allowances for impairment losses, adversely impacting profitability.

Mitigating actions

-- Credit policy incorporating prudent lending criteria aligned with the Board approved risk appetite to effectively manage credit risk.

-- Clearly defined levels of authority ensure we lend appropriately and responsibly with separation of origination and sanctioning activities.

-- Robust credit processes and controls including well-established committees to ensure distressed and impaired loans are identified, considered and controlled with independent credit risk assurance.

Conduct risk

Principal risks

As a major financial services provider we face significant conduct risk, including selling products to customers which do not meet their needs; failing to deal with customers' complaints effectively; not meeting customer expectations; and exhibiting behaviours which do not meet market or regulatory standards.

Mitigating actions

-- Customer focused conduct strategy implemented to ensure customers are at the heart of everything we do.

-- Product approval, review process and outcome testing supported by conduct management information.

-- Clearer customer accountabilities for colleagues, including rewards with customer-centric metrics.

Market risk

Principal risks

We face a number of key market risks including interest rate risk across the Banking and Insurance businesses. However, our most significant market risk is from the Defined Benefit Pension Schemes where asset and liability movements impact on our capital position.

Mitigating actions

   --     A rates hedging programme is in place to reduce liability risk. 

-- Board approved pensions risk appetite covering interest rate, credit spreads and equity risks.

-- Credit assets and alternative assets are being purchased by the schemes as the equities are sold.

   --     Stress and scenario testing. 

Operational risk

Principal risks

We face a number of key operational risks including fraud losses and failings in our customer processes. The availability, resilience and security of our core IT systems is the most significant.

Mitigating actions

-- Continually review IT system architecture to ensure systems are resilient, readily available for our customers and secure from cyber attack.

PRINCIPAL RISKS AND UNCERTAINTIES (continued)

-- Implement actions from IT resilience review conducted in 2013 to reflect enhanced demands on IT both in terms of customer and regulator expectations.

Funding and liquidity

Principal risks

Our funding and liquidity position is supported by a significant and stable customer deposit base. However, a deterioration in either our or the UK's credit rating or sudden and significant withdrawal of customer deposits could adversely impact our funding and liquidity position.

Mitigating actions

   --     Hold a large pool of liquid primary assets to meet cash and collateral outflows. 

-- Maintain a further large pool of secondary assets which can be used to access Central Bank liquidity facilities.

   --     Stress test the Group's liquidity position against a range of scenarios. 

Capital risk

Principal risks

Our future capital position is potentially at risk from adverse financial performance and the introduction of higher capital requirements for distinct risks, sectors or as a consequence of specific UK regulatory requirements. For example in 2013, the PRA introduced significant additional capital requirements on an adjusted basis that major UK banks are required to meet.

Mitigating actions

-- Close monitoring of actual capital ratios to ensure that we comply with current regulatory capital requirements and are well positioned to meet future requirements.

-- Internal stress testing results to evidence sufficient levels of capital adequacy for the Group under various scenarios.

-- We can accumulate additional capital in a variety of ways including raising equity via a rights issue or debt exchange and by raising tier 1 and tier 2 capital.

Regulatory risk

Principal risks

Due to the nature of the industry we operate in we have to comply with a complex and demanding regulatory change agenda. Regulatory initiatives we have been working on in 2013 include CRD IV, Mortgage Market Review, Dodd-Frank and Foreign Account Tax Compliance Act 2010. The sanctions for failing to comply far outweigh the costs of implementation.

Mitigating actions

-- The Legal, Regulatory and Mandatory Change Committee ensures we drive forward activity to develop plans for regulatory changes and tracks progress against those plans.

-- Continued investment in our people, processes and IT systems is enabling us to meet our regulatory commitments.

State aid

Principal risks

HM Treasury currently holds 32.7 per cent of the Group's share capital. We continue to operate without government interference in the day-to-day management decisions, however there is a risk that a change in government priorities could result in the current framework agreement being replaced, leading to interference in the operations of the Group. Failure to meet the EU State aid commitments arising from this government support could lead to sanctions.

Mitigating actions

-- Most EU State aid commitments now met with the divestment of the rebranded (TSB) retail banking business outstanding.

-- Now progressing the divestment of TSB through an Initial Public Offering, subject to regulatory and European Commission approval, to ensure best value for our shareholders and certainty for our customers and colleagues.

-- The divested business, rebranded TSB, has operated as a separate business within Lloyds Banking Group since September 2013.

CREDIT RISK PORTFOLIO

-- Impairment charge decreased by 47 per cent to GBP3,004 million in the year to 31 December 2013, continuing the improvement seen in 2012. The impairment charge has decreased across all divisions.

-- The impairment charge as a percentage of average loans and advances to customers improved to 0.57 per cent compared to 1.02 per cent at 31 December 2012.

-- Impaired loans as a percentage of closing advances reduced to 6.3 per cent at 31 December 2013, from 8.6 per cent at 31 December 2012, driven by improvements in Retail and Commercial Banking and reflecting reductions in both the core and non-core books.

Impairment charge by division

 
                                            2013   2012  Change 
                                            GBPm   GBPm       % 
 
Retail: 
                                           -----  ----- 
Secured                                      253    377      33 
Unsecured                                    848    893       5 
                                           -----  ----- 
                                           1,101  1,270      13 
 
Commercial Banking                         1,167  2,946      60 
 
Wealth, Asset Finance and International: 
                                           -----  ----- 
Wealth                                        18     23      22 
Ireland                                      608  1,245      51 
Other International                           33     76      57 
Asset Finance                                 71    136      48 
                                           -----  ----- 
                                             730  1,480      51 
 
Central items                                  6      1 
                                           -----  ----- 
Total impairment charge                    3,004  5,697      47 
                                           -----  ----- 
 
Impairment charge as a % of 
 average advances                          0.57%  1.02%  (45)bp 
 
 

Total impairment charge comprises:

 
 
                                   2013   2012  Change 
                                   GBPm   GBPm       % 
 
Loans and advances to customers   2,988  5,654      47 
Debt securities classified 
 as loans and receivables             1     15      93 
Available-for-sale financial 
 assets                              15     37      59 
Other credit risk provisions         --    (9) 
                                  -----  ----- 
Total impairment charge           3,004  5,697      47 
                                  -----  ----- 
 

CREDIT RISK PORTFOLIO (continued)

 
                                            2013   2012   Change 
                                            GBPm   GBPm        % 
Core impairment charge by division 
 
Retail: 
                                           -----  ----- 
    Secured                                  218    304       28 
    Unsecured                                841    888        5 
                                           -----  ----- 
                                           1,059  1,192       11 
 
Commercial Banking                           424    704       40 
 
Wealth, Asset Finance and International: 
                                           -----  ----- 
    Wealth                                    18     23       22 
    Asset Finance                             14    (1) 
                                           -----  ----- 
                                              32     22     (45) 
 
Central items                                  6      1 
                                           -----  ----- 
Core impairment charge                     1,521  1,919       21 
                                           -----  ----- 
 
Core impairment charge as a % of average 
 advances                                  0.35%  0.44%    (9)bp 
 
 
                                            2013   2012   Change 
                                            GBPm   GBPm        % 
Non-core impairment charge by division 
 
Retail: 
                                           -----  ----- 
    Secured                                   35     73       52 
    Unsecured                                  7      5     (40) 
                                           -----  ----- 
                                              42     78       46 
 
Commercial Banking                           743  2,242       67 
 
Wealth, Asset Finance and International: 
                                           -----  ----- 
    Ireland                                  608  1,245       51 
    Other International                       33     76       57 
    Asset Finance                             57    137       58 
                                           -----  ----- 
                                             698  1,458       52 
                                           -----  ----- 
Non-core impairment charge                 1,483  3,778       61 
                                           -----  ----- 
 
Non-core impairment charge as a % of 
 average advances                          1.61%  3.08%  (147)bp 
 

CREDIT RISK PORTFOLIO (continued)

Impaired loans and provisions

 
                                                        Impaired                  Impairment 
                                                        loans as                   provision 
                                Loans and                      %                     as % of 
                                 advances  Impaired   of closing      Impairment    impaired 
Group                        to customers     loans     advances   provisions(1)    loans(2) 
                                     GBPm      GBPm            %            GBPm           % 
At 31 December 2013 
 
Retail 
                            -------------  --------               -------------- 
    Secured                       323,107     5,641          1.7           1,472        26.1 
    Unsecured                      21,566     1,546          7.2             578        86.9 
                            -------------  --------               -------------- 
                                  344,673     7,187          2.1           2,050        32.5 
 
Commercial Banking                132,602    14,714         11.1           6,415        43.6 
 
Wealth, Asset Finance 
 and International 
                            -------------  --------               -------------- 
    Wealth                          3,218       349         10.8              70        20.1 
    Ireland                        15,374     9,324         60.6           6,718        72.1 
    Other International             7,146       212          3.0             108        50.9 
    Asset Finance                   5,712       473          8.3             346        73.2 
                            -------------  --------               -------------- 
                                   31,450    10,358         32.9           7,242        69.9 
 
Reverse repos and other 
 items                              2,779         -                            - 
                            -------------  --------               -------------- 
Total gross lending               511,504    32,259          6.3          15,707        50.1 
                                           --------               -------------- 
Impairment provisions            (15,707) 
Fair value adjustments(3)           (516) 
                            ------------- 
Total Group                       495,281 
                            ------------- 
 
At 31 December 2012 
 
Retail 
                            -------------  --------               -------------- 
Secured                           323,862     6,321          2.0           1,616        25.6 
Unsecured                          22,698     1,999          8.8             719        82.6 
                            -------------  --------               -------------- 
                                  346,560     8,320          2.4           2,335        32.5 
 
Commercial Banking                144,770    23,965         16.6           9,984        41.7 
 
Wealth, Asset Finance 
 and International 
                            -------------  --------               -------------- 
    Wealth                          4,325       284          6.6              73        25.7 
    Ireland                        19,531    12,501         64.0           8,574        68.6 
    Other International             9,171       299          3.3             212        70.9 
    Asset Finance                   9,900       924          9.3             594        64.3 
                            -------------  --------               -------------- 
                                   42,927    14,008         32.6           9,453        67.5 
 
Reverse repos and other 
 items                              5,814         -                            - 
                            -------------  --------               -------------- 
Total gross lending               540,071    46,293          8.6          21,772        48.2 
                                           --------               -------------- 
Impairment provisions            (21,772) 
Fair value adjustments(3)         (1,074) 
                            ------------- 
Total Group                       517,225 
                            ------------- 
 
 
(1)  Impairment provisions include collective unimpaired provisions. 
(2)  Impairment provisions as a percentage of impaired loans are calculated 
      excluding retail unsecured loans in recoveries 
      (31 December 2013: GBP881 million, 31 December 2012: GBP1,129 
      million). 
(3)  The fair value adjustments relating to loans and advances were 
      those required to reflect the HBOS assets in the Group's consolidated 
      financial records at their fair value and took into account both 
      the expected losses and market liquidity at the date of acquisition. 
      The unwind relating to future impairment losses requires significant 
      management judgement to determine its timing which includes an 
      assessment of whether the losses incurred in the current period 
      were expected at the date of the acquisition and assessing whether 
      the remaining losses expected at the date of the acquisition will 
      still be incurred. The element relating to market liquidity unwinds 
      to the income statement over the estimated expected lives of the 
      related assets (until 2014 for wholesale loans and 2018 for retail 
      loans) although if an asset is written-off or suffers previously 
      unexpected impairment then this element of the fair value will 
      no longer be considered a timing difference (liquidity) but permanent 
      (impairment). The fair value unwind in respect of impairment losses 
      incurred was GBP512 million for the period ended 31 December 2013 
      (31 December 2012: GBP868 million). The fair value unwind in respect 
      of loans and advances is expected to continue to decrease in future 
      years as fixed-rate periods on mortgages expire, loans are repaid 
      or written-off, and will reduce to zero over time. 
 

CREDIT RISK PORTFOLIO (continued)

Impaired loans and provisions (continued)

 
                                                       Impaired                      Impairment 
                                                       loans as                       provision 
                               Loans and                      %                              as 
                                advances  Impaired   of closing      Impairment   % of impaired 
Core                        to customers     Loans     advances   provisions(1)        loans(2) 
                                    GBPm      GBPm            %            GBPm               % 
At 31 December 2013 
 
Retail 
                           -------------  --------               -------------- 
    Secured                      299,085     4,327          1.4           1,158            26.8 
    Unsecured                     21,435     1,492          7.0             576            87.1 
                           -------------  --------               -------------- 
                                 320,520     5,819          1.8           1,734            34.8 
 
Commercial Banking               111,883     5,131          4.6           2,441            47.6 
 
Wealth, Asset Finance 
 and International 
                           -------------  --------               -------------- 
    Wealth                         3,218       349         10.8              70            20.1 
    Asset Finance                  3,392        57          1.7              29            50.9 
                           -------------  --------               -------------- 
                                   6,610       406          6.1              99            24.4 
 
Reverse repos and other 
 items                             2,779         -                            - 
                           -------------  --------               -------------- 
Total core gross lending         441,792    11,356          2.6           4,274            40.6 
                                          --------               -------------- 
Impairment provisions            (4,274) 
Fair value adjustments             (552) 
                           ------------- 
Total core                       436,966 
                           ------------- 
 
At 31 December 2012 
 
Retail 
                           -------------  --------               -------------- 
    Secured                      297,902     4,793          1.6           1,251            26.1 
    Unsecured                     22,156     1,900          8.6             706            82.8 
                           -------------  --------               -------------- 
                                 320,058     6,693          2.1           1,957            34.7 
 
Commercial Banking               104,867     5,907          5.6           2,866            48.5 
 
Wealth, Asset Finance 
 and International 
                           -------------  --------               -------------- 
    Wealth                         4,325       284          6.6              73            25.7 
    Asset Finance                  1,090        67          6.1              12            17.9 
                           -------------  --------               -------------- 
                                   5,415       351          6.5              85            24.2 
 
Reverse repos and other 
 items                             5,814         -                            - 
                           -------------  --------               -------------- 
Total core gross lending         436,154    12,951          3.0           4,908            41.2 
                                          --------               -------------- 
Impairment provisions            (4,908) 
Fair value adjustments             (778) 
                           ------------- 
Total core                       430,468 
                           ------------- 
 
 
 
(1)  Impairment provisions include collective unimpaired provisions. 
(2)  Impairment provisions as a percentage of impaired loans are calculated 
      excluding retail unsecured loans in recoveries (31 December 2013: 
      GBP831 million, 31 December 2012: GBP1,047 million). 
 

CREDIT RISK PORTFOLIO (continued)

Impaired loans and provisions (continued)

 
                                                            Impaired                  Impairment 
                                                            loans as                   provision 
                                    Loans and                      %                     as % of 
                                     advances  Impaired   of closing      Impairment    impaired 
Non-core                         to customers     loans     advances   provisions(1)    loans(2) 
                                         GBPm      GBPm            %            GBPm           % 
At 31 December 2013 
 
Retail 
                                -------------  --------               -------------- 
    Secured                            24,022     1,314          5.5             314        23.9 
    Unsecured                             131        54         41.2               2        50.0 
                                -------------  --------               -------------- 
                                       24,153     1,368          5.7             316        24.0 
Commercial Banking 
                                -------------  --------               -------------- 
    Corporate Real Estate and 
     other corporate(3)                11,571     8,131         70.3           3,320        40.8 
    Specialist Finance(4)               9,017     1,368         15.2             565        41.3 
    Other                                 131        84         64.1              89 
                                -------------  --------               -------------- 
                                       20,719     9,583         46.3           3,974        41.5 
Wealth, Asset Finance and 
 International 
                                -------------  --------               -------------- 
    Ireland                            15,374     9,324         60.6           6,718        72.1 
    Other International                 7,146       212          3.0             108        50.9 
    Asset Finance                       2,320       416         17.9             317        76.2 
                                -------------  --------               -------------- 
                                       24,840     9,952         40.1           7,143        71.8 
Reverse repos and other 
 items                                      -         - 
                                -------------  --------               -------------- 
Total non-core gross lending           69,712    20,903         30.0          11,433        54.8 
                                               --------               -------------- 
Impairment provisions                (11,433) 
Fair value adjustments                     36 
                                ------------- 
Total non-core                         58,315 
                                ------------- 
 
At 31 December 2012 
 
Retail 
                                -------------  --------               -------------- 
    Secured                            25,960     1,528          5.9             365        23.9 
    Unsecured                             542        99         18.3              13        76.5 
                                -------------  --------               -------------- 
                                       26,502     1,627          6.1             378        24.5 
Commercial Banking 
                                -------------  --------               -------------- 
    Corporate Real Estate and 
     other corporate(3)                21,777    14,447         66.3           5,411        37.5 
    Specialist Finance(4)              15,488     2,935         19.0           1,235        42.1 
    Other                               2,638       676         25.6             472        69.8 
                                -------------  --------               -------------- 
                                       39,903    18,058         45.3           7,118        39.4 
Wealth, Asset Finance and 
 International 
                                -------------  --------               -------------- 
    Wealth                                  -         -                            - 
    Ireland                            19,531    12,501         64.0           8,574        68.6 
    Other International                 9,171       299          3.3             212        70.9 
    Asset Finance                       8,810       857          9.7             582        67.9 
                                -------------  --------               -------------- 
                                       37,512    13,657         36.4           9,368        68.6 
Reverse repos and other 
 items                                      -         -                            - 
                                -------------  --------               -------------- 
Total non-core gross lending          103,917    33,342         32.1          16,864        50.7 
                                               --------               -------------- 
Impairment provisions                (16,864) 
Fair value adjustments                  (296) 
                                ------------- 
Total non-core                         86,757 
                                ------------- 
 
 
 (1)   Impairment provisions include collective unimpaired provisions. 
 (2)   Impairment provisions as a percentage of impaired loans are calculated 
        excluding retail unsecured loans in recoveries (31 December 2013: 
        GBP50 million; 31 December 2012: GBP82 million). 
 (3)   Includes the Corporate Real Estate BSU portfolio which is now 
        managed with other Corporate (including non-core good book Corporate 
        Real Estate) assets which were previously disclosed in Other. 
 (4)   Includes the specialised lending portfolio which is now managed 
        with the Specialist Finance assets which were previously disclosed 
        in Other. 
 

CREDIT RISK PORTFOLIO (continued)

Retail

-- Impairment charge decreased by 13 per cent to GBP1,101 million primarily driven by a reduction in impaired loans in the secured portfolio.

-- Impairment charge,as an annualised percentage of average loans and advances to customers improved to 0.32 per cent in 2013 from 0.36 per cent in 2012.

-- Overall value of assets entering arrears in 2013 was lower in both unsecured and secured lending compared to 2012.

-- Non-core portfolio represented 7 per cent of total retail assets at 31 December 2013 and primarily comprised of specialist mortgages, which is closed to new business and has been in run-off since 2009.

The Retail division's loans and advances to customers are analysed in the following table:

 
                      At 31 Dec  At 31 Dec 
                           2013       2012 
                           GBPm       GBPm 
 
Secured: 
                      ---------  --------- 
    Mainstream          246,586    248,735 
    Buy to let           52,791     49,568 
    Specialist           23,730     25,559 
                      ---------  --------- 
                        323,107    323,862 
Unsecured: 
                      ---------  --------- 
    Credit cards          9,373      9,465 
    Personal loans        9,595     10,523 
    Overdrafts            2,598      2,710 
                         21,566     22,698 
                      ---------  --------- 
Total gross lending     344,673    346,560 
                      ---------  --------- 
 

Secured lending

Impairment

The impairment charge decreased by GBP124 million to GBP253 million compared with 2012. The annualised impairment charge as a percentage of average loans and advances to customers was 0.08 per cent compared to 0.12 per cent in 2012. Impairment provisions were GBP1,472 million at 31 December 2013 compared to GBP1,616 million at 31 December 2012. Impaired loans have fallen for four consecutive years and were GBP5,641 million at 31 December 2013 compared to GBP6,321 million at 31 December 2012. As a result of this continued trend in 2013, impairment provisions as a percentage of impaired loans increased to 26.1 per cent from 25.6 per cent at 31 December 2012.

The impairment provisions held against secured assets reflect the Group's view of appropriate allowances for incurred losses. The Group holds appropriate impairment provisions for customers who are experiencing financial difficulty, either on a forbearance arrangement or who may be able to maintain their repayments only whilst interest rates remain low.

Arrears

The value of mortgages greater than three months in arrears (excluding repossessions) decreased by GBP819 million to GBP8,818 million at 31 December 2013 compared to GBP9,637 million at 31 December 2012.

CREDIT RISK PORTFOLIO (continued)

Retail (continued)

Mortgages greater than three months in arrears (excluding repossessions)

 
                                      Total mortgage                         Total mortgage 
                   Number of cases      accounts %      Value of loans(1)      balances % 
                  -----------------  ----------------  -------------------  ---------------- 
At 31 December        2013     2012     2013     2012       2013      2012     2013     2012 
                     Cases    Cases        %        %       GBPm      GBPm        %        % 
 
Mainstream          52,687   55,905      2.1      2.2      5,898     6,287      2.4      2.5 
Buy to let           6,338    7,306      1.3      1.6        869     1,033      1.6      2.1 
Specialist          11,870   13,262      7.3      7.6      2,051     2,317      8.6      9.1 
                  --------  -------                    ---------  -------- 
Total               70,895   76,473      2.3      2.4      8,818     9,637      2.7      3.0 
                  --------  -------                    ---------  -------- 
 
 
(1)  Value of loans represents total book value of mortgages more than 
      three months in arrears. 
 

The stock of repossessions decreased to 2,229 cases at 31 December 2013 compared to 2,438 cases at 31 December 2012.

Secured loan to value analysis

The average indexed loan to value (LTV) on the mortgage portfolio at 31 December 2013 decreased to 52.8 per cent compared with 56.4 per cent at 31 December 2012. The average LTV for new mortgages and further advances written in 2013 was 63.6 per cent compared with 62.6 per cent in 2012. The percentage of closing loans and advances with an indexed LTV in excess of 100 per cent decreased to 5.2 per cent at 31 December 2013, compared with 11.7 per cent at 31 December 2012.

Actual and average LTVs across the Retail mortgage portfolios

 
                                            Buy to 
At 31 December 2013             Mainstream     let  Specialist(1)  Total 
                                         %       %              %      % 
 
Less than 60%                         37.0    20.4           20.1   33.1 
60% to 70%                            16.9    21.3           15.7   17.5 
70% to 80%                            19.8    26.0           19.3   20.8 
80% to 90%                            14.7    15.1           20.1   15.1 
90% to 100%                            7.1    11.1           14.3    8.3 
Greater than 100%                      4.5     6.1           10.5    5.2 
                                ----------  ------  -------------  ----- 
Total                                100.0   100.0          100.0  100.0 
                                ----------  ------  -------------  ----- 
Average loan to value:(2) 
Stock of residential mortgages        49.5    66.9           66.2   52.8 
New residential lending               63.6    64.0            n/a   63.6 
Impaired mortgages                    66.6    90.1           80.8   71.6 
 
                                            Buy to 
At 31 December 2012             Mainstream     let  Specialist(1)  Total 
                                         %%                     %% 
 
Less than 60%                         31.9    12.8           14.7   27.6 
60% to 70%                            12.8    12.9            9.7   12.6 
70% to 80%                            18.3    26.2           17.2   19.4 
80% to 90%                            16.6    16.5           19.1   16.8 
90% to 100%                           10.5    15.4           18.5   11.9 
Greater than 100%                      9.9    16.2           20.8   11.7 
                                ----------  ------  -------------  ----- 
Total                                100.0   100.0          100.0  100.0 
                                ----------  ------  -------------  ----- 
Average loan to value:(2) 
Stock of residential mortgages        52.7    73.6           72.6   56.4 
New residential lending               62.3    64.5            n/a   62.6 
Impaired mortgages                    72.2    99.3           88.1   78.3 
 
 
(1)  Specialist lending is closed to new business and is in run-off. 
(2)  Average loan to value is calculated as total loans and advances 
      as a percentage of the total collateral of these loans and advances. 
 

CREDIT RISK PORTFOLIO (continued)

Retail (continued)

Unsecured lending

Impairment

In 2013 the impairment charge on unsecured loans and advances to customers reduced by GBP45 million compared with 2012. The annualised impairment charge as a percentage of average loans and advances to customers increased to 3.80 per cent in 2013 from 3.73 per cent in 2012.

Impaired loans have decreased by GBP453 million since 31 December 2012 to GBP1,546 million at 31 December 2013 which represented 7.2 per cent of closing loans and advances to customers, compared with 8.8 per cent at 31 December 2012. The reduction in impaired loans is a result of the Group's prudent risk appetite and ongoing effective portfolio management. Retail's exposure to revolving credit products has been actively managed to ensure that it is appropriate to customers' changing financial circumstances.

Impairment provisions decreased by GBP141 million, compared with 31 December 2012. This reduction was driven by fewer assets entering arrears and recoveries assets being written down to the present value of future expected cash flows. Impairment provisions as a percentage of impaired loans in collections increased to 86.9 per cent at 31 December 2013 from 82.6 per cent at 31 December 2012.

Forbearance

The Group operates a number of schemes to assist borrowers who are experiencing financial stress. The material elements of these schemes through which the Group has granted a concession, whether temporarily or permanently, are set out below.

Types of forbearance

The Group classifies the treatments offered to retail customers who have experienced financial difficulty into the following categories:

- Reduced contractual monthly payment: a temporary account change to assist customers through periods of financial difficulty where arrears do not accrue at the original contractual payments, for example temporary interest only arrangements and short-term payment holidays granted in collections. Any arrears existing at the commencement of the arrangement are retained.

- Reduced payment arrangements: a temporary arrangement for customers in financial distress where arrears accrue at the contractual payment, for example short-term arrangements to pay.

- Term extensions: a permanent account change for customers in financial distress where the overall term of the mortgage is extended, resulting in a lower contractual monthly payment.

- Repair: a permanent account change used to repair a customer's position when they have emerged from financial difficulty, for example capitalisation of arrears.

Forbearance identification and classification

The Group has applied revised forbearance definitions based upon principles developed through the British Bankers' Association. As a result of this, forbearance data for 2012 has been restated to reflect the new definitions. The restated data for 2012 shows overall forbearance balances to be higher than previous financial statements as the balances now include accounts which are no longer on a forbearance treatment, but where the exposure is known to be, or may still be, in financial difficulty.

The Group classifies a retail account as forborne at the time a customer in financial difficulty is granted a concession. Accounts are classified as forborne only for the period of time which the exposure is known to be, or may still be, in financial difficulty. Where temporary forbearance is granted, exit criteria are applied to include accounts until they are known to no longer be in financial difficulty. Details of the exit criteria are shown in the analysis below.

CREDIT RISK PORTFOLIO (continued)

Retail (continued)

Where the treatment involves a permanent change to the contractual basis of the customer's account such as a capitalisation of arrears or term extension, the Group classifies the balance as forborne for a period of 24 months, after which no distinction is made between these accounts and others where no change has been made.

Secured lending

At 31 December 2013, retail secured loans and advances currently or recently subject to forbearance were 2.0 per cent (31 December 2012: 2.9 per cent) of total retail secured loans and advances. The Group no longer offers temporary interest only as a forbearance treatment to secured retail lending customers in financial difficulty, which is the primary driver of the reduction in forbearance balances in 2013. Further analysis of the forborne loan balances is set out below:

 
                                                                                      Impairment provisions 
                                      Total loans and           Total current             as % of loans 
                                       advances which         and recent forborne       and advances which 
                                       are currently          loans and advances          are currently 
At 31 December                      or recently forborne     which are impaired(1)     or recently forborne 
                                  -----------------------  ------------------------  ----------------------- 
                                       2013       2012(2)      2013         2012(2)      2013        2012(2) 
                                       GBPm          GBPm      GBPm            GBPm         %              % 
Temporary forbearance 
 arrangements 
                                  ---------  ------------  --------  -------------- 
Reduced contractual 
 monthly payment(3)                     995         4,514       226             538       4.0            2.5 
Reduced payment arrangements(4)       1,376         1,412       160             320       3.2            4.0 
                                  ---------  ------------  --------  -------------- 
                                      2,371         5,926       386             858       3.5            2.8 
                                  ---------  ------------  --------  -------------- 
Permanent treatments 
Repair and term extensions(5)         4,008         3,565       305             289       3.4            3.9 
Total                                 6,379         9,491       691           1,147       3.4            3.2 
                                  ---------  ------------  --------  -------------- 
 
Included in the total 
 above: 
Temporary arrangements 
 currently on treatment               1,100         3,103       179             516       3.4            3.7 
Permanent treatments 
 within last 12 months                2,187         1,913        78              90       3.1            4.3 
 
 
(1)  GBP5,688 million of current and recent forborne loans and advances 
      were not impaired at 31 December 2013 (31 December 2012: GBP8,344 
      million). 
(2)  Restated to reflect the change in forbearance probation periods. 
      Previously only temporary arrangements in place at the year end 
      and permanent changes commenced during the year were shown. 
(3)  Includes temporary interest only arrangements and short-term payment 
      holidays granted in collections where the customer is currently 
      benefitting from the treatment and where the concession has ended 
      within the previous six months (temporary interest only) and previous 
      12 months (short-term payment holidays). 
(4)  Includes customers who had an arrangement to pay less than the 
      contractual amount at 31 December or where an arrangement ended 
      within the previous three months. 
(5)  Includes capitalisation of arrears and term extensions which commenced 
      during the previous 24 months and remaining as customers at the 
      year end. 
 

Collective impairment assessment of retail secured loans subject to forbearance

Loans which are forborne are grouped with other assets with similar risk characteristics and assessed collectively for impairment as described below. The loans are not considered as impaired loans unless they meet the Group's definition of an impaired asset.

The Group's approach is to ensure that provisioning models, supported by management judgement, appropriately reflect the underlying loss risk of exposures. The Group uses sophisticated behavioural scoring to assess customers' credit risk.

CREDIT RISK PORTFOLIO (continued)

Retail (continued)

The underlying behavioural scorecards consider many different characteristics of customer behaviour, both static and dynamic, from internal sources and also from credit bureaux data, including characteristics that may identify when a customer has been in arrears on products held with other firms. Hence, these models take a range of potential indicators of customer financial distress into account.

The performance of such models is monitored and challenged on an ongoing basis, in line with the Group's model governance policies. The models are also regularly recalibrated to reflect up to date customer behaviour and market conditions. Specifically, regular detailed analysis of modelled provision outputs is undertaken to demonstrate that the risk of forbearance or other similar activities is recognised, that the outcome period adequately captures the risk and that the underlying risk is appropriately reflected. Where this is not the case, additional provisions are applied to capture the risk.

Unsecured lending

At 31 December 2013, UK retail unsecured loans and advances currently or recently subject to forbearance were 2.6 per cent (31 December 2012: 3.9 per cent) of total UK retail unsecured loans and advances of GBP21,566 million (31 December 2012: GBP22,698 million). Further analysis of the forborne loan balances is set out below:

 
                                                                                      Impairment provisions 
                                      Total loans and           Total current             as % of loans 
                                       advances which         and recent forborne          and advances 
                                       are currently          loans and advances       which are currently 
At 31 December                      or recently forborne     which are impaired(1)     or recently forborne 
                                  -----------------------  ------------------------  ----------------------- 
                                      2013        2012(2)      2013         2012(2)      2013        2012(2) 
                                      GBPm           GBPm      GBPm            GBPm         %              % 
 
Temporary forbearance 
 arrangements 
                                  --------  -------------  --------  -------------- 
Reduced contractual 
 monthly payment(3)                    260            339       230             324      39.2           48.8 
Reduced payment arrangements(4)        104            194        86             150      51.7           49.3 
                                  --------  -------------  --------  -------------- 
                                       364            533       316             474      42.8           49.0 
                                  --------  -------------  --------  -------------- 
Permanent treatments 
Repair and term extensions(5)          201            350        79             176       9.9           10.4 
Total                                  565            883       395             650      31.1           33.7 
                                  --------  -------------  --------  -------------- 
 
Included in the total 
 above: 
Temporary arrangements 
 currently on treatment                265            388       262             383      45.0           51.6 
Permanent treatments 
 within last 12 months                  90            208        38             110      13.2           11.8 
 
 
 (1)   GBP170 million of current and recent forborne loans and advances 
        were not impaired at 31 December 2013 
        (31 December 2012: GBP233 million). 
 (2)   Restated to reflect the change in forbearance probation periods. 
        Previously only temporary arrangements in place at the year end 
        and permanent changes commenced during the year were shown. 
 (3)   Includes repayment plans and short-term payment holidays granted 
        in collections where the customer is currently benefitting from 
        the treatment and where the concession has ended within the previous 
        six months. 
 (4)   Includes customers who had an arrangement to pay less than the 
        contractual amount at 31 December or where an arrangement ended 
        within the previous six months. 
 (5)   Includes capitalisation of arrears and term extensions which 
        commenced during the previous 24 months and remaining as customers 
        at the year end. 
 

CREDIT RISK PORTFOLIO (continued)

Retail (continued)

Collective impairment assessment of UK retail unsecured loans and advances subject to forbearance

Credit risk provisioning for the UK retail unsecured portfolio is undertaken on a purely collective basis. The approach used is based on segmented cash flow models, divided into two primary streams for loans judged to be impaired and those that are not. Accounts subject to repayment plans and collections refinance loans are among those considered to be impaired.

For exposures that are judged to be impaired, provisions are determined through modelling the expected cure rates, write-off propensity and cash flows with segments explicitly relating to repayment plans and refinance loans treatments. Payments of less than the monthly contractual amount are reflected in reduced cash flow forecasts when calculating the impairment allowance for these accounts.

The outputs of the models are monitored and challenged on an ongoing basis. The models are run monthly meaning that current market conditions and customer processes are reflected in the output. Where the risks identified are not captured in the underlying models, appropriate additional provisions are made.

CREDIT RISK PORTFOLIO (continued)

Commercial Banking

-- Impairment charge decreased by 60 per cent to GBP1,167 million, driven by lower charges mainly in the non-core portfolio, reflecting continued proactive management and deleveraging. Charges also reduced significantly in the core portfolio reflecting better quality origination, together with higher releases in 2013 compared to the same period in 2012.

-- The overall quality of the core Commercial Banking portfolio remains good with the Group's prudent through the cycle approach to risk appetite, and the continuing low interest rate environment helping to maintain defaults at a relatively low level. New business is of good quality and better than the back book average.

-- The impairment charge as a percentage of average loans and advances improved to 0.83 per cent from 1.85 per cent in 2012. Core impairment charge as an annualised percentage of average loans and advances to customers improved to 0.39 per cent compared to 0.67 per cent in 2012.

-- Non-core now represents 15.6 per cent of total loans and advances to customers compared to 27.6 per cent at 31 December 2012, reflecting the improved mix of the portfolio overall.

Core

Core impaired loans decreased by GBP776 million to GBP5,131 million compared with GBP5,907 million at 31 December 2012 and as a percentage of closing loans and advances to customers decreased to 4.6 per cent from 5.6 per cent at 31 December 2012. The core impairment charge has reduced to GBP424 million in 2013 compared to GBP704 million in 2012, reflecting better quality origination and higher releases, with the low interest rate environment helping to maintain defaults at a relatively lower level.

At 31 December 2013 GBP112 billion of gross loans and advances to customers in the Commercial Banking core portfolio are segmented across four different coverage segments.

SME

SME serves business customers with turnover up to GBP25 million. Impaired loans decreased by GBP399 million to GBP2,271 million compared with GBP2,670 million at 31 December 2012. The impairment charge has reduced to GBP188 million in 2013 compared to GBP259 million in 2012 reflecting stable or improved portfolio credit quality across all key metrics.

The SME portfolio continues to grow within prudent and consistent credit risk appetite parameters with net lending increasing 6 per cent year-on-year. These results reflect the Group's continuing commitment to support the UK economy and government schemes such as Funding for Lending and Enterprise Finance Guarantee.

SME's control and monitoring activities have continued to play a fully effective role in identifying and supporting customers showing early signs of financial stress. As part of this, our dedicated SME Business Support function continues to work with customers through their difficulties.

Mid Markets

Mid Markets serves business customers with turnover of GBP25 million to GBP750 million. The business remains predominantly UK-focused and is closely linked to the performance of the domestic economy. Impaired loans decreased by GBP261 million to GBP1,591 million compared with GBP1,852 million at 31 December 2012. The impairment charge has reduced to GBP157 million in 2013 compared to GBP238 million in 2012. Overall credit quality has remained stable

during 2013.

CREDIT RISK PORTFOLIO (continued)

Commercial Banking (continued)

The real estate business within the Group's Mid Markets portfolio is focused predominantly on unquoted private real estate portfolios. Credit quality continues to improve and the number of new non-performing customers continues to reduce. New business propositions are being written under robust policy parameters and in line with agreed risk appetite, with particular focus on cashflow. Tenant default is an area of potential focus particularly when the lending is supported by secondary or tertiary assets.

Global Corporates

Global Corporates is a coverage business operating across the UK, Europe and North America and is responsible for the overall management of relationships with major corporate clients. Impaired loans increased slightly by GBP37 million to GBP1,173 million compared with GBP1,136 million at 31 December 2012. The impairment charge has reduced to GBP75 million in 2013 compared to GBP195 million in 2012.

The core portfolio related to trading companies continues to be predominantly Investment Grade focused; the overall portfolio asset quality remains good; and corporate balance sheets generally remain conservatively structured following a period of de-leveraging through the downturn.

The real estate business within the Group's Global Corporate portfolio is focused on the larger end of the UK property market with a bias to the quoted public listed companies and funds sector. Portfolio credit quality remains strong being underpinned by seasoned management teams with proven asset management skills generating predictable cash flows from their income producing portfolios.

Financial Institutions

Commercial Banking maintains relationships with a number of major UK and International Finance Institutions, which are predominantly investment grade rated. These relationships are either client focused or held to support the Group's funding, liquidity and general hedging requirements. The impairment charge in Financial Institutions remained low at GBP4 million.

Trading exposures continue to be predominantly short-term and/or collateralised with inter bank activity mainly undertaken with strong investment grade counterparties. While conditions in the Eurozone stabilized during 2013, the Group continues to adopt a conservative stance maintaining close portfolio scrutiny and oversight. Detailed contingency plans are in place and exposures to financial institutions domiciled in peripheral Eurozone countries are kept modest and managed within tight risk parameters. Overall, portfolio credit quality remains good and outlook is stable.

The majority of funding and risk management activity is transacted with investment grade counterparties including Sovereign central banks and much of it is on a collateralised basis, such as repos and swaps facing a Central Counterparty (CCP). Bilateral derivative transactions with Financial Institution counterparties are typically collateralised under a credit support annex in conjunction with the ISDA Master Agreement. The Group continues to consolidate its counterparty risk via CCP's as part of an ongoing move to reduce bilateral counterparty risk by clearing standardised derivative contracts.

Non-core

Non-core impaired loans decreased by GBP8,475 million to GBP9,583 million compared with GBP18,058 million at 31 December 2012 and as a percentage of closing loans and advances to customers increased to 46.3 per cent from 45.3 per cent at 31 December 2012. The non-core impairment charge has reduced to GBP743 million in 2013 compared to GBP2,242 million in 2012, reflecting the continued deleveraging.

The non-core portfolio includes elements of the Corporate Real Estate and Specialist Finance portfolios which are classified as non-core.

CREDIT RISK PORTFOLIO (continued)

Commercial Banking (continued)

Non-core Corporate Real Estate and other Corporate

Loans and advances to customers include the non-core Corporate Real Estate Business Support Unit (BSU) portfolio. Following successful asset reduction progress, this portfolio is now managed together with European Assets and other Corporate assets previously disclosed as Other non-core.

The impairment charge in this portfolio fell to GBP522 million compared to GBP1,453 million in 2012. The fall in the impairment charge reflects lower gross charges on a reduced portfolio, favourable market movements on impaired derivatives and the continuing proactive management enabling some write backs on previously impaired loans.

The portfolio has reduced significantly ahead of expectations primarily due to the momentum on various deleveraging strategies including consensual asset sales by customers, loan sales and asset disposals which totalled GBP7.4 billion (net book value) in the year. The non-core Corporate Real Estate BSU element of the portfolio reduced from GBP15.7 billion to GBP8.9 billion during 2013 and there was considerable progress on the European exposure within this portfolio where loan balances fell from GBP3.7 billion to GBP0.7 billion.

Non-core Specialist Finance

Loans and advances to customers include the non-core Acquisition Finance (leverage lending) portfolio which falls into non-core since it is outside the Group's risk appetite, and the non-core Asset Based Finance portfolios (which include Ship Finance, Aircraft Finance and Infrastructure). Total gross loans and advances reduced by GBP6.5 billion, from GBP15.5 billion to GBP9.0 billion as at 31 December 2013 mainly due to disposals of GBP4.5 billion (net book value).

Ship Finance gross drawn lending (excluding leasing) totalled GBP1,074 million (net GBP965 million) as at 31 December 2013. This portfolio still suffers some stress due to volatile asset values and ongoing financial restructures. As a consequence, impairment charges are running at similar levels to those experienced in 2012, however continued strategic disposals through 2013 have materially de-risked the residual portfolio.

Secured loan to value analysis for UK Direct Real Estate lending

The Group classifies Direct Real Estate as exposure which is directly supported by cash flows from property activities, as opposed to trading activities (such as hotels, care homes and housebuilders). The Group manages its exposures to Direct Real Estate across a number of different coverage segments.

Core UK Direct Real Estate

Approximately three quarters of loans and advances relate to commercial real estate with the remainder mostly residential real estate. A large element of the residential exposure is to professional landlords in the Group's SME business where performance has been good. Approximately two thirds of the core commercial real estate portfolio was originated under heritage Lloyds TSB credit risk criteria. The Group's risk appetite requires it to look first at the underlying cash flows as part of credit assessment, alongside key requirements for good quality counterparties and a well spread tenant profile.

Non-core UK Direct Real Estate

The Group considers this portfolio to be appropriately provided for after taking into account the value of the collateral held. In the case of impaired UK direct real estate exposures (over GBP5 million) there is a net property collateral shortfall of approximately GBP0.1 billion. This figure excludes benefits of credit mitigants such as cross collateralisation and cross guarantees. The Group makes use of a variety of methodologies to assess the value of property collateral, where external valuations are not available. These include use of market indexes, models and subject matter

expert judgement.

CREDIT RISK PORTFOLIO (continued)

Commercial Banking (continued)

Loan to value ratios (indexed or actual if within last 12 months) for the Group's largest transactions (over GBP5 million) are detailed in the table below.

LTVs - UK Direct Real Estate

 
                                   Core 
                             loans and advances             Non-core 
At 31 December 2013               (gross)           loans and advances(gross) 
                           ---------------------  ---------------------------- 
                                    GBPm       %                GBPm         % 
 
Exposures > GBP5 million: 
                           ------------- 
Less than 60%                      4,444      42                 437         7 
61% to 70%                         2,182      21                 268         4 
71% to 80%                         1,159      11                 145         2 
81% to 100%                          407       4               1,896        29 
101% to 125%                         385       4                 766        12 
More than 125%                       571       5               2,961        46 
Unsecured                          1,342      13                  23         - 
                           -------------  ------  ------------------  -------- 
                                  10,490     100               6,496       100 
                                          ------                      -------- 
Exposures < GBP5 million           9,280                       1,143 
                           -------------          ------------------ 
Total                             19,770                       7,639 
                           -------------          ------------------ 
 
At 31 December 2012(1) 
Exposures > GBP5 million: 
                           ------------- 
Less than 60%                      3,722      35                 703         7 
61% to 70%                         1,785      17                 292         3 
71% to 80%                         2,028      19                 886         9 
81% to 100%                        1,282      12               2,188        21 
101% to 125%                         393       4               1,398        14 
More than 125%                       563       5               4,405        43 
Unsecured                            849       8                 332         3 
                           -------------  ------  ------------------  -------- 
                                  10,622     100              10,204       100 
                                          ------                      -------- 
Exposures < GBP5 million           8,976                       1,727 
                           -------------          ------------------ 
Total                             19,598                      11,931 
                           -------------          ------------------ 
 
 
 (1)   Restated to reflect a change in methodology from registered address 
        of borrower to location of underlying collateral. 
 

Acquisition (Leverage) Finance lending

Core Acquisition Finance

Gross drawn lending totalled GBP2,128 million (net GBP2,111 million) as at 31 December 2013. The portfolio comprises leveraged financing facilities made available, predominantly, to UK borrowers owned by private equity sponsors. The majority of transactions have been structured in the past three years and all are in line with the Group's risk appetite. Refinancing risk is not considered a material issue for the portfolio due to the relatively young vintage of the book and conservative risk parameters.

Non-core Acquisition Finance

Gross drawn lending totalled GBP836 million (net GBP667 million) as at 31 December 2013. Impairment charges in the

non-core Acquisition Finance portfolio continue to decline significantly, reflecting further material reductions in the size of the portfolio and stabilising market conditions. Disposals of GBP1,566 million (net book value) were achieved during 2013.

CREDIT RISK PORTFOLIO (continued)

Commercial Banking (continued)

Forbearance

A key factor in determining whether the Group treats a commercial customer as forborne is the granting of a concession to a borrower who is in financial difficulty.

Loans that have been renegotiated and/or restructured for solely commercial reasons, where there is no financial difficulty would not be treated as forborne. The Group does not believe the concept of forbearance attaches to the trading book where assets are marked to market daily.

The Group recognises that forbearance alone is not necessarily an indicator of impaired status but is a trigger point for the review of the customer's credit profile. The Group grants forbearance when it believes that there is a realistic prospect of the customer continuing to be able to repay all facilities in full. If there is any concern over future cash flows and the Group incurring a loss, then forborne loans will be classified as impaired in accordance with the Group's impairment policy.

Recovery can sometimes be through improvement in market or economic conditions, or the customer may benefit from access to alternative sources of liquidity such as an equity injection. These can be especially relevant in real estate or other asset backed transactions where a fire sale of assets in a weak market may be unattractive.

Depending on circumstances and when operated within robust parameters and controls, the Group believes forbearance can help support the customer in the short to medium-term.

Therefore the Group expects to have unimpaired forborne assets within its portfolios, although as noted below, these are specifically controlled and managed. Unimpaired forborne assets are included in calculating the overall collective unimpaired provision, and which uses the historical observed default rate of the portfolio as a whole as part of

its calculation.

Types of forbearance

Forbearance treatments may include changes to:

-- Contractual payment terms (for example loan extensions, or changes to debt servicing terms), and

-- Non-payment contractual terms (for example covenant amendments or waivers) where the modifications enable default to be avoided.

The four main types of forbearance concessions to commercial customers in financial difficulty are set out below:

- Covenants: This includes temporary and permanent waivers, amendment or resetting of non-payment contractual covenants (including LTV and interest cover). The granting of this type of concession in itself would not result in the loan being classified as impaired;

- Extensions/Alterations: This includes extension and/or alteration of repayment terms to a level outside of market or the Group's risk appetite due to the customer's inability to make existing contractual repayment terms; amendments to an interest rate to a level considered outside of market or the Group's risk appetite, or other amendments such as changes to debt servicing arrangements;

- Forgiveness: This includes debt for equity swaps or partial debt forgiveness. This type of forbearance will always give rise to impairment; and

- Multiple type of forbearance (a mixture of the above three). Where a concession is granted to an obligor that is not in financial difficulty or the risk profile is considered within current risk appetite, the concession would not be considered to be an act of forbearance.

CREDIT RISK PORTFOLIO (continued)

Commercial Banking (continued)

A number of options are available to the Group where a customer is facing financial difficulty, and each case is treated depending on its own specific circumstances.

The Group's strategy and offer of forbearance is largely dependent on the individual situation and early identification, control and monitoring are key in order to support the customer and protect the Group. Concessions are often provided to help the customer with their day to day liquidity and working capital.

Forbearance identification and classification

The Group's policy is to treat all impaired assets in Commercial Banking as having been granted some form of forbearance. Impaired loans and advances can only exist in Business Support/ Global Non Core (or Customer Support for smaller SME customers). Unimpaired forborne loans and advances exist both in the good book and in Business Support/Global Non Core.

All non-retail loans and advances in Commercial Banking are reviewed at least annually by the independent Risk Division. As part of our long established Credit Risk Classification system, every loan and advance in the good book is categorised as either 'good' or 'watchlist'.

The watchlist is further categorised depending on the current and expected credit risk attaching to the obligor and the transaction. All watchlist names are reviewed by the Business and Risk at least once a month, and the classification is updated if required.

Any concession requested by an obligor is carefully reviewed and must be approved by the independent Risk Division. As part of the review, Risk will determine if financial difficulty is observed. If so, then it is policy that any off market concession granted, including where outside Group appetite (that would not be considered in the normal course of business) is automatically treated as forbearance and the classification is amended from 'good' to 'watchlist', and subject to monthly reviews. For the avoidance of doubt, however, where the concession is granted to an obligor that it is not in financial difficulty or the risk profile is considered within current risk appetite, the concession would not be considered to be an act of forbearance.

Any event that has an adverse or potentially adverse impact on the ability of the customer to repay in full is likely to result in the asset being impaired and, if required, an impairment allowance recognised. If this results in an identification of impairment, the obligor is immediately transferred to Business Support and will be treated as an impaired asset. If not, then Risk will determine if the obligor should stay in the good book (categorised as watchlist), or transfer to Business Support for more intensive monitoring.

All reviews (whether in the good book or Business Support/Global Non Core) include analysis of latest financial information, a consideration of the market and sector the obligor operates in, performance against plan and revised terms and conditions granted as part of the forbearance concession.

Exit from forbearance classification

An obligor where forbearance has been granted will remain treated and recorded as forborne until it evidences acceptable performance over a period of time. This period will depend on a number of factors such as whether the obligor is trading in line with its revised plan, it is operating within the new terms and conditions (including observation to revised covenants and contractual payments), its financial performance is stable or improving, and there are no undue concerns over its future performance. As a minimum, this period is currently expected to be at least 12 months following a forbearance event (during 2014, the minimum cure period will be reviewed again in conjunction with regulatory requirements). However, notwithstanding this, the overriding requirement is that the financial difficulty previously seen has been removed, and the performance has stabilised.

CREDIT RISK PORTFOLIO (continued)

Commercial Banking (continued)

Once an obligor evidences acceptable performance over a period of time, the Group would expect that it could be returned to the mainstream good classification and they would no longer be considered forborne. It is important to note that such a decision can be made only by the independent Risk Division.

Currently, the exception to this 12 month minimum period is where a permanent structural cure is made (for example, this could be an injection of new collateral security or partial repayment of debt to restore an LTV back to within the covenant). In this case, the obligor may be removed from the forbearance category once the permanent cure has

been made.

Further analysis of the forborne loan balance is set out below:

 
                                     Impairment provisions 
                  Total loans and        as % of loans 
                   advances which         and advances 
                    are forborne       which are forborne 
                 -----------------  ----------------------- 
At 31 December       2013     2012         2013        2012 
                     GBPm     GBPm            %           % 
 
Impaired           14,714   23,965         43.6        41.7 
Unimpaired          6,221    9,027            -           - 
Total              20,935   32,992         30.6        30.3 
                 --------  ------- 
 

All impaired assets are considered forborne. At 31 December 2013, GBP6,221 million (31 December 2012: GBP9,027 million) of its unimpaired assets are also considered forborne as a result of proactive management of cases to help customers in financial difficulties. Of this figure, GBP3,789 million was classified as non-core, with the remaining GBP2,432 million classified as core.

The table below sets out the Group's largest unimpaired forborne loans and advances to commercial customers (exposures over GBP5 million) as at 31 December 2013 by type of forbearance, together with a breakdown on which exposures are classified as Direct Real Estate:

 
                                                                 Other 
                                                     Direct   industry 
                                                Real Estate     sector  Total 
At 31 December 2013                                    GBPm       GBPm   GBPm 
 
Type of unimpaired forbearance 
UK(1) exposures > GBP5 million 
                                               ------------  ---------  ----- 
Covenants                                             1,555        842  2,397 
Extensions                                              200        343    543 
Multiple                                                 23        380    403 
                                               ------------  ---------  ----- 
                                                      1,778      1,565  3,343 
Exposures < GBP5 million and other non-UK(1)                            2,878 
                                                                        ----- 
Total                                                                   6,221 
                                                                        ----- 
 
 
 (1)   Based on location of the office recording the transaction. 
 

CREDIT RISK PORTFOLIO (continued)

Wealth, Asset Finance and International

-- Impairment charge was GBP730 million, 51 per cent lower than 2012. The improvement was primarily driven by the

Irish portfolio.

-- In the Irish wholesale portfolios 88.3 per cent (31 December 2012: 85.2 per cent) is now impaired with an impairment provisions as a percentage of impaired loans of 73.1 per cent (31 December 2012: 68.0 per cent), primarily reflecting continued deterioration in the Irish commercial property market. Net exposure in Ireland wholesale has fallen to GBP3.4 billion (31 December 2012: GBP5.4 billion).

-- In the Irish retail mortgage portfolio, impairment provisions as a percentage of impaired loans decreased to 63.4 per cent (31 December 2012: 71.2 per cent), driven by the sale of a portfolio of non performing mortgages.

International

Ireland

The Group continues to reduce its exposure to Ireland with gross loans and advances reducing by GBP4,157 million during 2013 mainly due to disposals, write-offs and net repayments.

Total impaired loans decreased by GBP3,177 million, or 25 per cent to GBP9,324 million compared with GBP12,501 million at 31 December 2012. The reduction was driven primarily by commercial real estate and corporate loans. Impaired loans as a percentage of closing loans and advances decreased to 60.6 per cent compared to 64.0 per cent at December 2012. Continuing weakness in the Irish real estate markets resulted in a further increase in Ireland wholesale coverage in 2013 to 73.1 per cent.

Impairment charges decreased by GBP637 million to GBP608 million compared to 2012. The impairment charge as an annualised percentage of average loans and advances to customers improved to 3.28 per cent from 5.53 per cent

in 2012.

Ireland retail loans and advances to customers decreased to GBP5,944 million in 2013 from GBP6,656 million at 31 December 2012. Impaired loans as a percentage of loans and advances decreased to 16.9 per cent from 23.0 per cent at 31 December 2012. In the Irish retail mortgage portfolio impairment provisions as a percentage of impaired loans decreased to 63.4 per cent (from 71.2 per cent at 31 December 2012). These decreases have all been driven by the sale of a portfolio of non performing mortgages.

The most significant contribution to impaired loans in Ireland is the Commercial Real Estate portfolio. 92.3 per cent of the portfolio is now impaired compared to 90.7 per cent at 31 December 2012. The impairment provisions as a percentage of impaired loans increased in the year to 74.2 per cent from 69.9 per cent at 31 December 2012 reflecting the continued deterioration in commercial real estate prices in Ireland.

Ireland impairment charge

 
                         2013   2012  Change 
                         GBPm   GBPm       % 
 
Retail                   (26)    108 
Commercial real estate    219    739      70 
Corporate                 415    398     (4) 
                         ----  ----- 
Total                     608  1,245      51 
                         ----  ----- 
 

CREDIT RISK PORTFOLIO (continued)

Wealth, Asset Finance and International (continued)

Ireland impaired loans and provisions

 
                                                     Impaired                   Impairment 
                                                     loans as                    provision 
                             Loans and                      %                           as 
                              advances  Impaired   of closing   Impairment   % of impaired 
At 31 December 2013       to customers     loans     advances   provisions           loans 
                                  GBPm      GBPm            %         GBPm               % 
 
Retail                           5,944     1,002         16.9          638            63.7 
Commercial real estate           5,512     5,087         92.3        3,775            74.2 
Corporate                        3,918     3,235         82.6        2,305            71.3 
                         -------------  --------               ----------- 
Total                           15,374     9,324         60.6        6,718            72.1 
                         -------------  --------               ----------- 
 
At 31 December 2012 
 
Retail                           6,656     1,534         23.0        1,111            72.4 
Commercial real estate           7,408     6,720         90.7        4,695            69.9 
Corporate                        5,467     4,247         77.7        2,768            65.2 
                         -------------  --------               ----------- 
Total                           19,531    12,501         64.0        8,574            68.6 
                         -------------  --------               ----------- 
 

Commercial Real Estate lending in Ireland: secured loan to value analysis

Loan to value ratios (indexed or actual if within last 18 months) for the Group's largest transactions (over EUR5 million) are detailed in the table below. The Group considers this portfolio to be appropriately provided for after taking into account the provisions held for each transaction and the value of the collateral held. In the case of impaired Ireland commercial real estate exposures (over EUR5 million) there is a net property collateral shortfall of approximately GBP0.2 billion. This figure excludes benefits of credit mitigants such as cross collateralisation and cross guarantees. The Group makes use of a variety of methodologies to assess the value of property collateral, where external valuations are not available. These include use of market indexes, models and subject matter expert judgement.

 
                                  At 31 December 2013    At 31 December 2012 
                                 ---------------------  --------------------- 
                                         GBPm        %          GBPm        % 
 
Gross exposures > EUR5 million: 
                                 ------------ 
Less than 60%                              84        2           119        2 
61% to 70%                                 11        -            20        - 
71% to 80%                                 15        -            27        - 
81% to 100%                                88        2           165        3 
101% to 125%                               81        2           182        3 
More than 125%                          3,555       83         4,927       81 
Unsecured                                 440       11           674       11 
                                 ------------  -------  ------------  ------- 
                                        4,274      100         6,114      100 
                                               -------                ------- 
Gross exposures < EUR5 million          1,238                  1,294 
                                 ------------           ------------ 
Total                                   5,512                  7,408 
                                 ------------           ------------ 
 

CREDIT RISK PORTFOLIO (continued)

Wealth, Asset Finance and International (continued)

Other International

Total impaired loans decreased to GBP212 million at 31 December 2013 compared to GBP299 million at 31 December 2012 driven by the sale of the Spain retail portfolio. In the Netherlands impairment provisions as a percentage of impaired loans increased to 52.3 per cent from 51.9 per cent at 31 December 2012.

Asset Finance

United Kingdom: the impairment charge in the year to 2013 reduced by 53 per cent to GBP57 million (of which GBP43 million related to non-core assets) compared with GBP121 million in the year to 2012, driven by continued strong credit management and further improved credit quality. The retail portfolio saw fewer customers failing to meet their payment arrangements resulting in a lower proportion of people falling into arrears. The retail impairments also benefited from debt sale activity during the course of the year. The number of defaults in all areas of the commercial and corporate lending book was low relative to the last three years, reflecting effective previous and ongoing credit risk

management actions.

Australia: the portfolio was fully disposed of in the second half of 2013.

Forbearance

The Group operates a number of schemes to assist borrowers who are experiencing financial stress. For retail customers, the Group classifies forbearance treatments into the categories shown for Retail division. For commercial customers, the Group classifies forbearance treatments in line with Commercial Banking division. Details of these treatments are shown on pages 49 and 57 respectively.

CREDIT RISK PORTFOLIO (continued)

Wealth, Asset Finance and International (continued)

Secured retail lending - Ireland

At 31 December 2013, Irish secured loans and advances subject to current or recent forbearance were 12.2 per cent (31 December 2012: 12.3 per cent) of total Irish retail secured loans and advances. Further analysis of the forborne loan balances is set out below:

 
                                                                                      Impairment provisions 
                                      Total loans and           Total current             as % of loans 
                                       advances which         and recent forborne       and advances which 
                                       are currently          loans and advances          are currently 
At 31 December                      or recently forborne     which are impaired(1)     or recently forborne 
                                  -----------------------  ------------------------  ----------------------- 
                                      2013        2012(2)      2013         2012(2)      2013        2012(2) 
                                      GBPm           GBPm      GBPm            GBPm         %              % 
Temporary forbearance 
 arrangements 
                                  --------  -------------  --------  -------------- 
Reduced contractual 
 monthly payment                         -              -         -               -         -              - 
Reduced payment arrangements(3)        254            385       227             336      49.8           45.2 
                                  --------  -------------  --------  -------------- 
                                       254            385       227             336      49.8           45.2 
                                  --------  -------------  --------  -------------- 
Permanent treatments 
Repair and term extensions(4)          473            430       102              71      14.4           27.9 
Total                                  727            815       329             407      26.7           36.1 
                                  --------  -------------  --------  -------------- 
 
Included in the total 
 above: 
Temporary arrangements 
 currently on treatment                224            300        43              32      13.9           30.1 
Permanent treatments 
 within last 12 months                 196            272       174             232      50.0           44.5 
 
 
 (1)  GBP398 million of current and recent forborne loans and advances were not impaired at 31 December 
       2013 
       (31 December 2012: GBP408 million). 
 (2)  The 2012 numbers have been restated to reflect the change in forbearance probation periods. 
       Previously only temporary arrangements in place at the year end and permanent changes commenced 
       during the year were shown. 
 (3)  Includes customers who had an arrangement to pay less than the contractual amount at 31 December 
       or where an arrangement ended within the previous three months. 
 (4)  Includes capitalisation of arrears and term extensions which commenced during the previous 
       24 months and remaining as customers at the year end. 
 

CREDIT RISK PORTFOLIO (continued)

Wealth, Asset Finance and International (continued)

Asset Finance retail lending

Asset Finance operates a number of retail portfolios including Black Horse Motor Finance as well as a number of portfolios closed to new business and currently in run-off. The reduction in the level of forborne loans in 2013 was driven by the continuing run-off and sale of non-core portfolios. The table below includes both the open and closed retail portfolios in the Asset Finance business. For temporary forbearance arrangements, it includes accounts that are currently on a forbearance treatment. For permanent forbearance treatments, it includes capitalisation of arrears which commenced during the previous 12 months.

 
                                                                             Impairment provisions 
                                Total loans and        Total forborne            as % of loans 
                                 advances which      loans and advances        and advances which 
                                  are forborne      which are impaired(1)         are forborne 
                               -----------------  ------------------------  ----------------------- 
At 31 December                     2013     2012         2013         2012         2013        2012 
                                   GBPm     GBPm         GBPm         GBPm            %           % 
 
Reduced contractual 
 monthly payment                    209      328          192          301         62.8        58.0 
Reduced payment arrangements         63      112           56          102         24.9        24.8 
Repair                                5        7            1            2          2.3         1.6 
Total                               277      447          249          405         53.2        48.8 
                               --------  -------  -----------  ----------- 
 
 
 (1)  GBP28 million of forborne loans and advances were not impaired at 31 December 2013 (31 December 
       2012: GBP42 million). 
 

Ireland wholesale

All loans and advances in Ireland wholesale (whether impaired or unimpaired) are treated as forborne and all assets are classified as non-core.

 
                                     Impairment provisions 
                  Total loans and        as % of loans 
                   advances which         and advances 
                    are forborne       which are forborne 
                 -----------------  ----------------------- 
At 31 December      2013      2012         2013        2012 
                    GBPm      GBPm            %           % 
 
Impaired           8,322    10,967         73.1        68.0 
Unimpaired         1,108     1,908            -           - 
Total              9,430    12,875         64.5        58.0 
                 -------  -------- 
 

FUNDING AND LIQUIDITY MANAGEMENT

The transformation of the Group's funding position has been substantially completed. The continued run down of the non-core asset portfolios and the growth in customer deposits has strengthened the Group's funding position and reduced exposure to wholesale funding. The Group is now in a position where the core loan book is fully funded by core deposits (core loan to deposit ratio 100 per cent). This strong funding position has enabled the Group to undertake a number of funding related actions during the course of the year. In May 2013 the Group repaid in full the remaining EUR3.5 billion of outstanding Long Term Refinancing Operation (LTRO) funding from the European Central Bank having earlier repaid EUR10 billion in February 2013. In addition to this, during 2013 the Group repaid other term funding totalling GBP12.6 billion early.

In 2009 the Group entered into a number of EU State aid related obligations one of which was reductions in certain parts of its balance sheet by the end of 2014. The Group achieved the asset reduction commitment ahead of the mandated completion date and has received formal confirmation that it has been released from this commitment from the European Commission.

Market conditions continued to improve during 2013 along with investor confidence in the UK economy. The Group has experienced reduced term issuance costs and spreads on outstanding issuance have remained significantly narrower than previous years. As well as improved market conditions, rating changes for the Group were positive. A report from Standard & Poor's published on 3 December 2013 affirmed the Lloyds Bank 'A / A-1' long / short-term rating and revised upwards the stand alone rating from 'bbb' to 'bbb+'. The ratings action was reflective of, in the opinion of Standard & Poor's, a strengthened capital position and stronger prospects for Lloyds Bank's statutory earnings.

The combination of a strong balance sheet and access to a wide range of funding markets, including government schemes, provides the Group with a broad range of options with respect to funding the balance sheet in the future.

Group funding sources

Total funded assets reduced by GBP28.5 billion to GBP510.2 billion. This reduction enabled the Group to make changes in wholesale funding which reduced by GBP32.0 billion to GBP137.6 billion, with the volume with a residual maturity less than one year reducing to GBP44.2 billion (GBP50.6 billion at 31 December 2012). The Group's term funding ratio (wholesale funding with a remaining life of over one year as a percentage of total wholesale funding) reduced to 68 per cent (70 per cent at 31 December 2012) as expected in line with maturities of wholesale term funding and limited term wholesale issuance in 2013.

The Group core loan to deposit ratio improved to 100 per cent from 101 per cent at 31 December 2012. The Group loan to deposit ratio has improved to 113 per cent compared with 121 per cent at 31 December 2012, driven by strong deposit growth and non-core asset reduction. Excluding reverse repos and repos, loans and advances to customers reduced by GBP16.9 billion, customer deposits increased by GBP15.8 billion, and there was a continued reduction in non-core assets (31 December 2013: GBP63.5 billion; 31 December 2012: GBP98.4 billion).

FUNDING AND LIQUIDITY MANAGEMENT (continued)

Group funding position

 
                                               At 31 Dec  At 31 Dec 
                                                    2013    2012(1)  Change 
                                                   GBPbn      GBPbn       % 
 
Funding requirement 
Loans and advances to customers(2)                 495.2      512.1     (3) 
Loans and advances to banks(3)                       5.1       12.5    (59) 
Debt securities                                      1.4        5.3    (74) 
Reverse repurchase agreements                        0.2          - 
Available-for-sale financial assets 
 - secondary(4)                                      4.4        5.3    (17) 
Cash balances(5)                                     3.9        3.5      11 
                                               ---------  --------- 
Funded assets                                      510.2      538.7     (5) 
Other assets(6)                                    248.6      302.2    (18) 
                                               ---------  --------- 
                                                   758.8      840.9    (10) 
On balance sheet primary liquidity assets(7) 
                                               ---------  --------- 
Reverse repurchase agreements                        0.1        5.8    (98) 
Balances at central banks - primary(5)              46.0       76.8    (40) 
Available-for-sale financial assets 
 - primary                                          39.6       26.1      52 
Trading and fair value through profit 
 and loss                                            3.1      (9.4) 
Repurchase agreements                              (0.6)      (5.9)    (90) 
                                               ---------  --------- 
                                                    88.2       93.4     (6) 
Total Group assets                                 847.0      934.3     (9) 
Less: Other liabilities(6)                       (227.5)    (277.8)    (18) 
                                               ---------  --------- 
Funding requirement                                619.5      656.5     (6) 
                                               ---------  --------- 
Funded by 
Customer deposits(8)                               438.3      422.5       4 
Wholesale funding(9)                               137.6      169.6    (19) 
                                               ---------  --------- 
                                                   575.9      592.1     (3) 
Repurchase agreements                                4.3       21.8    (80) 
Total equity                                        39.3       42.6     (8) 
                                               ---------  --------- 
Total funding                                      619.5      656.5     (6) 
                                               ---------  --------- 
 
 
(1)  Restated to reflect the implementation of IAS 19R and IFRS 10. 
      See page 123. 
(2)  Excludes GBP0.1 billion (31 December 2012: GBP5.1 billion) of reverse 
      repurchase agreements. 
(3)  Excludes GBP20.1 billion (31 December 2012: GBP19.6 billion) of 
      loans and advances to banks within the Insurance business and GBP0.2 
      billion (31 December 2012: GBP0.7 billion) of reverse repurchase 
      agreements. 
(4)  Secondary liquidity assets comprise a diversified pool of highly 
      rated unencumbered collateral (including retained issuance). 
(5)  Cash balances and balances at central banks - primary are combined 
      in the Group's balance sheet. 
(6)  Other assets and other liabilities primarily include balances in 
      the Group's Insurance business and the fair value of derivative 
      assets and liabilities. 
(7)  Primary liquidity assets are PRA eligible liquid assets including 
      UK Gilts, US Treasuries, Euro AAA government debt and unencumbered 
      cash balances held at central banks. 
(8)  Excluding repurchase agreements of GBP3.0 billion (31 December 
      2012: GBP4.4 billion). 
(9)  The Group's definition of wholesale funding aligns with that used 
      by other international market participants; including interbank 
      deposits, debt securities in issue and subordinated liabilities. 
 

FUNDING AND LIQUIDITY MANAGEMENT (continued)

Reconciliation of Group funding figure to the balance sheet

 
                            Included 
                                  in          Fair value 
                             funding           and other 
                            analysis          accounting  Balance 
At 31 December 2013          (above)  Repos      methods    sheet 
                               GBPbn  GBPbn        GBPbn    GBPbn 
 
Deposits from banks             12.1    1.9            -     14.0 
Debt securities in issue        91.6      -        (4.5)     87.1 
Subordinated liabilities        33.9      -        (1.6)     32.3 
                           ---------  ----- 
Total wholesale funding        137.6    1.9 
Customer deposits              438.3    3.0            -    441.3 
                           ---------  ----- 
Total                          575.9    4.9 
                           ---------  ----- 
 
 
                            Included 
                                  in          Fair value 
                             funding           and other 
                            analysis          accounting  Balance 
At 31 December 2012(1)       (above)  Repos      methods    sheet 
                               GBPbn  GBPbn        GBPbn    GBPbn 
 
Deposits from banks             15.1   23.3            -     38.4 
Debt securities in issue       120.4      -        (3.1)    117.3 
Subordinated liabilities        34.1      -            -     34.1 
                           ---------  ----- 
Total wholesale funding        169.6   23.3 
Customer deposits              422.5    4.4            -    426.9 
                           ---------  ----- 
Total                          592.1   27.7 
                           ---------  ----- 
 
 
(1)  Restated to reflect the implementation of IAS 19R and IFRS 10. 
      See page 123. 
 

Analysis of 2013 total wholesale funding by residual maturity

 
                                                        Nine                          Total  Total 
                     Less     One    Three      Six   months     One     Two    More     at     at 
                     than     to        to       to       to      to      to    than     31     31 
                      one   three      six     nine      one     two    five    five    Dec    Dec 
                    month  months   months   months     year   years   years   years   2013   2012 
                    GBPbn   GBPbn    GBPbn    GBPbn    GBPbn   GBPbn   GBPbn   GBPbn  GBPbn  GBPbn 
 
Deposit from 
 banks                9.5     0.6      0.3        -      0.7     0.3     0.2     0.5   12.1   15.1 
Debt securities 
 in issue: 
                                                                                      -----  ----- 
  Certificates of 
   deposit            1.0     3.4      2.4      1.3      0.9       -       -       -    9.0   10.7 
  Commercial 
   paper              2.3     2.0      0.4        -      0.1       -       -       -    4.8    7.9 
  Medium-term 
   notes(1)           0.8     0.4      1.8      0.1      2.2     5.7     9.5     8.6   29.1   34.6 
  Covered bonds       0.9       -      0.7        -      3.0     3.3     8.8    12.7   29.4   38.7 
  Securitisation      2.8       -      0.9        -      3.3     7.7     4.6       -   19.3   28.5 
                    -----  ------  -------  -------  -------  ------  ------  ------  -----  ----- 
                      7.8     5.8      6.2      1.4      9.5    16.7    22.9    21.3   91.6  120.4 
Subordinated 
 liabilities          0.3     0.3      0.6      0.6      0.6     3.3     5.9    22.3   33.9   34.1 
                    -----  ------  -------  -------  -------  ------  ------  ------  -----  ----- 
Total wholesale 
 funding(2)        1 17.6     6.7      7.1      2.0     10.8    20.3    29.0    44.1  137.6  169.6 
                    -----  ------  -------  -------  -------  ------  ------  ------  -----  ----- 
 
 
(1)  Medium-term notes include funding from the National Loan Guarantee 
      Scheme (31 December 2013: GBP1.4 billion; 31 December 2012: GBP1.4 
      billion). 
(2)  The Group's definition of wholesale funding aligns with that used 
      by other international market participants; including interbank 
      deposits, debt securities in issue and subordinated liabilities. 
 

FUNDING AND LIQUIDITY MANAGEMENT (continued)

Analysis of 2013 term issuance

 
                                                          Other 
                        Sterling  US Dollar   Euro   currencies  Total 
                           GBPbn      GBPbn  GBPbn        GBPbn  GBPbn 
 
Securitisation                 -        0.5      -            -    0.5 
Medium-term notes              -        0.6    1.3            -    1.9 
Private placements(1)        0.1        0.4    1.3          0.1    1.9 
                        --------  ---------  -----  -----------  ----- 
Total issuance               0.1        1.5    2.6          0.1    4.3 
                        --------  ---------  -----  -----------  ----- 
 
 
     Private placements include structured bonds and term repurchase 
(1)   agreements (repos). 
 

Term issuance for 2013 totalled GBP4.3 billion with the majority across medium-term notes and private placements. Utilisation of the UK government's Funding for Lending Scheme (FLS) has further underlined the Group's support to the UK economic recovery, and the Group remains committed to passing the benefits of this low cost funding on to its customers. The Group drew down GBP3.0 billion in 2012 and GBP5.0 billion in 2013 under the FLS scheme. A further GBP2.2 billion was drawn in January 2014, which under the FLS rules, counts as funding from the 2013 scheme capacity.

Encumbered assets

The Board monitors and manages total balance sheet encumbrance via a risk appetite metric. During 2013 the Group had term issuance of GBP0.5 billion from securitisations and covered bonds. Maturities have led to a reduction in externally held notes from residential mortgage backed securitisations and covered bond issuance. Total notes issued externally from secured programmes (asset backed securities and covered bonds) have fallen from GBP68.7 billion (assets encumbered GBP103.2 billion, pro rated by programme) at 31 December 2012 to GBP49.3 billion (assets encumbered GBP81.2 billion, pro rated by programme) at 31 December 2013.

FUNDING AND LIQUIDITY MANAGEMENT (continued)

Liquidity portfolio

At 31 December 2013, the Group had GBP89.3 billion (31 December 2012: GBP87.6 billion) of highly liquid unencumbered assets in its primary liquidity portfolio which are available to meet cash and collateral outflows and PRA regulatory requirements, as illustrated in the table below. In addition the Group had GBP105.4 billion (2012: GBP117.1 billion) of secondary liquidity which is eligible for use in a range of central bank or similar facilities. This liquidity is managed as a single pool in the centre and is under the control of the function charged with managing the liquidity of the Group. It is available for deployment at immediate notice, subject to complying with regulatory requirements, and is a key component of the Group's liquidity management process.

 
                             At 31 Dec  At 31 Dec  Average  Average 
Primary liquidity                 2013       2012     2013     2012 
                                 GBPbn      GBPbn    GBPbn    GBPbn 
 
Central bank cash deposits        46.0       76.8     69.4     78.3 
Government bonds                  43.3       10.8     28.2     21.1 
                             ---------  ---------  -------  ------- 
Total                             89.3       87.6     97.6     99.4 
                             ---------  ---------  -------  ------- 
 
 
                                     At 31 Dec  At 31 Dec  Average  Average 
Secondary liquidity                       2013       2012     2013     2012 
                                         GBPbn      GBPbn    GBPbn    GBPbn 
 
High-quality ABS/covered bonds(1)          1.4        2.8      2.0      2.1 
Credit institution bonds(1)                0.4        3.4      1.2      2.8 
Corporate bonds(1)                         0.1        0.1      0.1      0.1 
Own securities (retained issuance)        22.1       44.9     33.3     50.2 
Other securities                           4.3        5.0      4.8      8.3 
Other(2)                                  77.1       60.9     75.2     49.8 
                                     ---------  ---------  -------  ------- 
Total                                    105.4      117.1    116.6    113.3 
                                     ---------  ---------  -------  ------- 
 
Total liquidity                          194.7      204.7 
                                     ---------  --------- 
 
 
(1)  Assets rated A- or above. 
(2)  Includes other central bank eligible assets. 
 

Primary liquid assets of GBP89.3 billion represent approximately 4.2 times (3.5 times at 31 December 2012) the Group's money market funding less than one year maturity (excluding derivative collateral margins and settlement accounts) and are approximately 2.0 times (1.7 times at 31 December 2012) all wholesale funding less than one year maturity, and thus provides a substantial buffer in the event of continued market dislocation.

In addition to primary liquidity holdings the Group has significant secondary liquidity holdings providing access to liquidity facilities at a number of central banks which the Group routinely makes use of as part of its normal liquidity management practices. Future use of such facilities will be based on prudent liquidity management and economic considerations, having regard for external market conditions. The Group considers diversification across geography, currency, markets and tenor when assessing appropriate holdings of primary and secondary liquid assets and expects to see some transition from primary to secondary assets over the course of 2014.

The Group notes that the Liquidity Coverage Ratio (LCR) will become the Pillar I standard for liquidity in the UK in 2015, and that the PRA has the ability to impose firm specific liquidity requirements. The European Commission is to adopt further legislation by 30 June 2014 to specify the definition, calibration, calculation and phase-in of the LCR for implementation in 2015. The Group expects to meet the new requirements ahead of the implementation dates.

CAPITAL MANAGEMENT

The Group made significant progress in further strengthening its capital position in 2013 through its strongly capital generative strategy, including capital-efficient profit generation in the core business, the release of capital through

non-core asset disposals and the successful delivery of management actions.

-- Core tier 1 ratio, based on the capital regulations as at 31 December 2013, increased 2.0 percentage points from 12.0 per cent to 14.0 per cent.

-- Pro forma fully loaded CET1 ratio under the CRD IV rules increased 2.2 percentage points from 8.1 per cent to 10.3 per cent whilst the ratio excluding pro forma impacts increased to 10.0 per cent.

-- Pro forma fully loaded CRD IV leverage ratio including tier 1 instruments was 4.1 per cent and was 3.4 per cent when including only CET1 capital resources. Excluding the pro forma impacts, the fully loaded ratio including tier 1 instruments was 4.0 per cent and 3.4 per cent when including only CET1 capital resources.

-- Under the January 2014 revised Basel lll leverage ratio framework, the Group's fully loaded leverage ratio is estimated to improve significantly to 4.5 per cent on a pro forma basis including tier 1 instruments, and 3.8 per cent including only CET1 capital resources.

-- These leverage ratios comfortably exceed the 3 per cent minimum requirement recommended by the Basel Committee, which is scheduled for implementation in 2018.

Over the course of 2013 there have been significant regulatory developments in the area of capital and the related management. The principal changes relate to the finalisation of CRD IV and subsequent consultation and finalisation of PRA requirements for their implementation in the UK and the 2013 announcements that major UK banks are expected to meet specific targets on an adjusted basis for CET1 and leverage ratios. The Group notes the final statements from the PRA on the implementation of capital requirements in the UK and will continue to work with the regulator to ensure that the Group continues to meet the regulator's capital expectations. The Group continuously evaluates the efficiency of its capital structure, management of which may result in significant one-off charges or gains, and its capital structure's alignment with the regulatory framework. With the adoption of CRD IV, the Group is considering opportunities to raise new Additional tier 1 securities which would rank senior to ordinary shares, and be automatically convertible into ordinary shares if the Group's common equity tier 1 ratio fell below a specified trigger point.

Capital position at 31 December 2013

The Group's capital position applying prevailing rules as at 31 December 2013 is set out in the following section. Additionally, information about the Group's capital position on a CRD IV basis is set out on page 74.

CAPITAL MANAGEMENT (continued)

 
                                                                       At 31 Dec  At 31 Dec 
Capital resources                                                           2013    2012(2) 
                                                                            GBPm       GBPm 
 
Core tier 1 
Shareholders' equity per balance sheet                                    38,989     43,999 
Non-controlling interests per balance sheet                                  347        685 
Regulatory adjustments: 
    Regulatory adjustments to non-controlling interests                    (315)      (628) 
    Adjustment for own credit                                                185        217 
    Defined benefit pension adjustment                                      (78)    (1,438) 
    Unrealised reserve on available-for-sale debt 
     securities                                                              750      (343) 
    Unrealised reserve on available-for-sale equity 
     investments                                                           (135)       (56) 
    Cash flow hedging reserve                                              1,055      (350) 
    Other items                                                              452         33 
                                                                          41,250     42,119 
Less: deductions from core tier 1 
Goodwill                                                                 (2,016)    (2,016) 
Intangible assets                                                        (1,799)    (2,091) 
50 per cent excess of expected losses over impairment 
 provisions                                                                (373)      (636) 
50 per cent of securitisation positions                                     (71)      (183) 
Core tier 1 capital                                                       36,991     37,193 
Non-controlling preference shares(1)                                       1,060      1,568 
Preferred securities(1)                                                    3,982      4,039 
Less: deductions from tier 1 
50 per cent of material holdings                                         (3,859)       (46) 
Total tier 1 capital                                                      38,174     42,754 
                                                                       ---------  --------- 
 
Tier 2 
Undated subordinated debt                                                  1,825      1,828 
Dated subordinated debt                                                   18,567     19,886 
Unrealised gains on available-for-sale equity 
 investments provisions                                                      135         56 
Eligible provisions                                                          359        977 
Less: deductions from tier 2 
50 per cent excess of expected losses over impairment 
 provisions                                                                (373)      (636) 
50 per cent of securitisation positions                                     (71)      (183) 
50 per cent of material holdings                                         (3,859)       (46) 
                                                                       ---------  --------- 
Total tier 2 capital                                                      16,583     21,882 
                                                                       ---------  --------- 
 
Supervisory deductions 
Unconsolidated investments - life                                              -   (10,104) 
                                       - general insurance and other           -      (929) 
                                                                       ---------  --------- 
Total supervisory deductions                                                   -   (11,033) 
                                                                       ---------  --------- 
Total capital resources                                                   54,757     53,603 
                                                                       ---------  --------- 
 
Risk-weighted assets                                                     263,850    310,299 
Core tier 1 capital ratio                                                  14.0%      12.0% 
Tier 1 capital ratio                                                       14.5%      13.8% 
Total capital ratio                                                        20.8%      17.3% 
 
 
(1)  Covered by existing grandfathering provisions. 
(2)  31 December 2012 comparatives have not been restated to reflect 
      the implementation of IAS 19R and IFRS 10. 
 

CAPITAL MANAGEMENT (continued)

The movements in core tier 1, tier 1, tier 2 and total capital in the period are shown below:

Movements in capital

 
                                           Core tier                    Supervisory     Total 
                                                   1   Tier 1   Tier 2   deductions   capital 
                                                GBPm     GBPm     GBPm         GBPm      GBPm 
 
At 31 December 2012(1)                        37,193    5,561   21,882     (11,033)    53,603 
Loss attributable to ordinary 
 shareholders                                  (838)        -        -            -     (838) 
Share issuance                                   510        -        -            -       510 
Pension movements: 
    Implementation of IAS 19R(2)             (1,258)        -        -            -   (1,258) 
    Deduction of pension asset                   515        -        -            -       515 
    Movement through other comprehensive 
     income                                    (108)        -        -            -     (108) 
Goodwill and intangible 
 assets deductions                               292        -        -            -       292 
Excess of expected losses 
 over impairment provisions                      263        -      263            -       526 
Change in treatment of 
 material holdings                                 -  (5,517)  (5,516)       11,033         - 
Material holdings deduction                        -    1,704    1,703            -     3,407 
Eligible provisions                                -        -    (618)            -     (618) 
Subordinated debt movements: 
    Foreign exchange                               -       40       98            -       138 
    New issuances                                  -        -        -            -         - 
    Repurchases, redemptions, 
     amortisation and other                        -    (605)  (1,420)            -   (2,025) 
Other movements                                  422        -      191            -       613 
                                           ---------  -------  -------  -----------  -------- 
At 31 December 2013                           36,991    1,183   16,583            -    54,757 
                                           ---------  -------  -------  -----------  -------- 
 
 
(1)  31 December 2012 comparatives have not been restated to reflect 
      the implementation of IAS 19R and IFRS 10. 
(2)  Includes the impact to other comprehensive income and movement 
      in the retirement benefit asset. 
 

Core tier 1 capital resources have decreased by GBP202 million in the period largely driven by movements relating to defined benefit pension schemes and attributable loss, partially offset by share issuances and reductions in excess expected losses and intangible assets. The movements relating to pension schemes primarily reflect the impact of the adoption of amendments to IAS 19, whereby valuation impacts relating to Group defined benefit schemes flow through other comprehensive income, partially offset by a reduction in the regulatory deduction of the defined benefit pension scheme asset.

Tier 1 and tier 2 capital resources have reduced primarily due to the reallocation of unconsolidated investments in Life and General Insurance businesses, which were previously deducted as supervisory deductions from total capital, to become deductions from tier 1 capital (50 per cent of the total) and tier 2 capital (also 50 per cent).

The material holdings deduction from capital, predominantly relating to the Group's investment in its Insurance businesses, has reduced by GBP3,407 million during the period reflecting payment by the Insurance businesses to the banking group of dividends totalling GBP2,155 million, elements of the Group's subordinated debt holdings in the Insurance businesses that have been repaid following the issuance of external subordinated debt in the period and the disposal of the Group's holding in St. James's Place.

CAPITAL MANAGEMENT (continued)

 
                                                   At 31 Dec  At 31 Dec 
Risk-weighted assets                                    2013       2012 
                                                        GBPm       GBPm 
Divisional analysis of risk-weighted assets: 
Retail                                                85,677     95,470 
Commercial Banking                                   138,541    165,209 
Wealth, Asset Finance and International               25,886     36,167 
Group Operations and Central items                    13,746     13,453 
                                                   ---------  --------- 
                                                     263,850    310,299 
                                                   ---------  --------- 
 
Risk type analysis of risk-weighted assets: 
Foundation Internal Ratings Based (IRB) approach      82,870     80,612 
Retail IRB approach                                   85,139     91,445 
Other IRB approach                                     9,221     12,396 
                                                   ---------  --------- 
IRB approach                                         177,230    184,453 
Standardised approach                                 41,150     73,665 
                                                   ---------  --------- 
Credit risk                                          218,380    258,118 
Counterparty credit risk                               7,794     12,848 
Operational risk                                      26,594     27,939 
Market risk                                           11,082     11,394 
                                                   ---------  --------- 
Total risk-weighted assets                           263,850    310,299 
                                                   ---------  --------- 
 

Retail risk-weighted assets reduced by GBP9.8 billion in the year primarily due to improvements in credit quality due to effective portfolio management and the impact of positive macroeconomic factors, including favourable movements in UK house prices.

The reductions of risk-weighted assets of GBP26.7 billion in Commercial Banking and GBP10.3 billion in Wealth, Asset Finance and International primarily reflect further non-core asset reduction, the move to slotting models for Commercial Real Estate (CRE) businesses and the impact of macroeconomic factors.

The reduction in Standardised approach risk-weighted assets is largely due to the roll-out of new IRB approaches, predominantly the implementation of slotting models in the UK and Ireland, and non-core disposals.

Counterparty credit risk-weighted assets reduced from GBP12.8 billion to GBP7.8 billion. Contributing to this reduction are mark-to-market changes, management actions and migration of portfolios to the Foundation IRB approach.

 
Risk-weighted assets movement by key driver         GBPbn   GBPbn 
At 31 December 2012                                         310.3 
Management of the balance sheet                     (1.8) 
Disposals                                          (20.7) 
External economic factors                          (15.4) 
Model and methodology changes                         3.2 
Regulatory policy changes                           (5.4) 
Other                                                 0.4 
                                                   ------ 
Credit risk-weighted asset movement                        (39.7) 
Counterparty credit risk-weighted asset movement            (5.1) 
Operational risk-weighted asset movement                    (1.3) 
Market risk-weighted asset movement                         (0.3) 
At 31 December 2013                                         263.9 
                                                           ------ 
 

CAPITAL MANAGEMENT (continued)

The risk-weighted asset movements table provides an analysis of the movement in risk-weighted assets in 2013 and an insight in to the key drivers of the movements in credit risk risk-weighted assets over the course of the year as follows:

-- Management of the balance sheet includes risk-weighted asset movements arising from new lending and asset run-off. During 2013 there was a small risk-weighted asset reduction of GBP1.8 billion in this category.

-- Disposals include risk-weighted asset reductions arising from the sale of assets, portfolios and businesses. Disposals reduced risk-weighted assets by GBP20.7 billion, primarily reflecting non-core disposals in Commercial Banking and Wealth, Asset Finance and International.

-- External economic factors captures movements driven by changes in the economic environment. The reduction in

risk-weighted assets of GBP15.4 billion is mainly due to changes in underlying credit quality, favourable house price movements, and non-core exposures moving into default under the Foundation IRB approach.

-- Model and methodology changes include the movement in risk-weighted assets arising from new model implementation, model enhancement and changes in credit risk approach applied to certain portfolios. Model and methodology changes increased risk-weighted assets by GBP3.2 billion.

-- Regulatory policy changes represent changes required by regulatory authorities. Substantially all of the GBP5.4 billion reduction is due to the implementation of slotting models relating to Commercial Real Estate and other exposures in the UK and Ireland.

Within the categories above, risk-weighted asset movements can arise as a result of credit risk exposures becoming adjustments to capital resources, through expected losses, rather than being risk-weighted.

CRD IV Capital and leverage information

The data in the following tables represents estimates reflecting the Group's interpretation of the CRD IV rules published on 27 June 2013 via the Official Journal of the European Union (including amendments made to the Regulation via the Corrigenda published on 30 November 2013) and the PRA policy statement PS7/13 issued on 19 December 2013. The actual capital ratios under CRD IV may differ as the final rules are assessed in their entirety, related technical standards are finalised and other guidance is issued by the relevant regulatory bodies.

A number of final draft CRD IV implementing and regulatory technical standards have already been issued by the European Banking Authority (EBA) with a number of other draft standards currently being taken through respective consultation processes. The Group has not reflected the impact of these draft standards in its CRD IV estimates, though it does not currently believe that these would make a material difference to the capital position outlined below.

Capital position on a CRD IV basis

The Group's capital position at 31 December 2013 is shown in the table below calculated on the following three bases; firstly the current prevailing regulatory framework; secondly applying the CRD IV rules including the transitional arrangements that have been in place from 1 January 2014; and thirdly on a fully loaded basis.

The transitional arrangements reflect the requirements of policy statement PS7/13, issued by the PRA on 19 December 2013. This differs from the Group's previously published statements, which allowed for the transitional phasing of CET1 deductions consistent with the FSA's previous policy guidance. This has resulted in a material reduction in the transitional CET1 capital bringing this close to the fully loaded position.

CAPITAL MANAGEMENT (continued)

Capital position on CRD IV basis

 
                                                Prevailing 
                                                  rules as 
                                                 at 31 Dec   Transitional   Fully loaded 
At 31 December 2013                                   2013   CRD IV rules   CRD IV rules 
                                                      GBPm           GBPm           GBPm 
 
Core/common equity tier 1 (CET1) 
Shareholders' equity per balance sheet              38,989         38,989         38,989 
Adjustment for insurance equity(1)                       -        (1,917)        (1,917) 
Regulatory adjustments: 
    Non-controlling interests                           32              -              - 
    Unrealised reserves on available-for-sale 
     assets                                            615              -              - 
    Other adjustments                                1,614          1,295          1,295 
                                                ----------  -------------  ------------- 
                                                    41,250         38,367         38,367 
less: deductions from core/common equity 
 tier 1 
Goodwill and other intangible assets(1)            (3,815)        (1,979)        (1,979) 
Excess of expected losses over impairment 
 provisions                                          (373)          (866)          (866) 
Securitisation deductions                             (71)          (141)          (141) 
Significant investments(1)                               -        (2,909)        (3,185) 
Deferred tax assets                                      -        (5,025)        (5,155) 
Core/common equity tier 1 capital                   36,991         27,447         27,041 
                                                ----------  -------------  ------------- 
Pro forma core/common equity tier 1 
 capital(2)                                            n/a         28,218         27,925 
                                                ----------  -------------  ------------- 
 
Additional tier 1 (AT1) 
Additional tier 1 instruments                        5,042          4,486              - 
less: deductions from tier 1 
Significant investments                            (3,859)          (677)              - 
Total tier 1 capital                                38,174         31,256         27,041 
                                                ----------  -------------  ------------- 
Pro forma total tier 1 capital(2)                      n/a         32,027         27,925 
                                                ----------  -------------  ------------- 
 
Tier 2 
Tier 2 instruments                                  20,392         19,870         15,636 
Unrealised gain on available-for-sale 
 equity investments                                    135              -              - 
Eligible provisions                                    359            349            349 
less: deductions from tier 2 
Excess of expected losses over impairment 
 provisions                                          (373)              -              - 
Securitisation deductions                             (71)              -              - 
Significant investments                            (3,859)        (1,015)        (1,692) 
                                                ----------  -------------  ------------- 
Total capital resources                             54,757         50,460         41,334 
                                                ----------  -------------  ------------- 
Pro forma total capital resources(2)                   n/a         51,231         42,218 
                                                ----------  -------------  ------------- 
 
Risk-weighted assets                               263,850        272,092        271,078 
Risk-weighted assets - pro forma(2)                    n/a        272,641        271,908 
 
Core/common equity tier 1 capital ratio              14.0%          10.1%          10.0% 
Tier 1 capital ratio                                 14.5%          11.5%          10.0% 
Total capital ratio                                  20.8%          18.5%          15.2% 
 
Pro forma core/common equity tier 1 
 capital ratio(2)                                      n/a          10.3%          10.3% 
Pro forma tier 1 capital ratio(2)                      n/a          11.7%          10.3% 
Pro forma total capital ratio(2)                       n/a          18.8%          15.5% 
 
31 December 2012(3) 
Core/common equity tier 1 capital ratio              12.0%          11.6%           8.1% 
Tier 1 capital ratio                                 13.8%          11.6%           8.1% 
Total capital ratio                                  17.3%          16.7%          11.3% 
 
 
(1)  Removal of post-acquisition reserves impacts for Insurance business 
      as under CRD IV, as implemented by PRA policy statement PS7/13, 
      the deduction for significant investments in the equity of financial 
      sector entities is based on cost of investment where previously 
      this was based on net asset value. The overall impact of this 
      change on the CRD IV ratios is negligible. 
(2)  Includes the benefits of the announced sales of Heidelberger Leben, 
      Scottish Widows Investment Partnership and Sainsbury's Bank. 
(3)  31 December 2012 comparatives have not been restated to reflect 
      the implementation of IAS 19R and IFRS 10. 
 

CAPITAL MANAGEMENT (continued)

The movements in the transitional CRD IV common equity tier 1, tier 1, tier 2 and total capital positions in the period are shown below:

Movements in capital

 
                                             Common 
                                             equity  Additional              Total 
                                             tier 1      Tier 1   Tier 2   capital 
                                               GBPm        GBPm     GBPm      GBPm 
 
At 31 December 2012(1)                       37,385           -   16,424    53,809 
Update to transitional phasing 
 and treatment of insurance                (10,979)       3,846    2,748   (4,385) 
Loss attributable to ordinary 
 shareholders                                 (838)           -        -     (838) 
Share issuance                                  510           -        -       510 
Pension movements: 
    Implementation of IAS 19R(2)            (1,258)           -        -   (1,258) 
    Deduction of pension asset                  515           -        -       515 
    Movement through other comprehensive 
     income                                   (108)           -        -     (108) 
Available-for-sale reserve                  (1,014)           -        -   (1,014) 
Deferred tax asset                               82           -        -        82 
Goodwill and intangible assets 
 deductions                                     292           -        -       292 
Excess of expected losses over 
 impairment provisions                          406           -        -       406 
Significant investment deduction              2,075         486      729     3,290 
Eligible provisions                               -           -      349       349 
Subordinated debt movements: 
    Grandfathering(3)                             -       (557)      172     (385) 
    Restructuring to ensure CRD 
     IV compliance                                -           -      932       932 
    Foreign exchange                              -        (49)    (102)     (151) 
    Repurchases, redemptions and 
     other                                        -          83  (2,048)   (1,965) 
Other movements                                 379           -        -       379 
                                           --------  ----------  -------  -------- 
At 31 December 2013                          27,447       3,809   19,204    50,460 
                                           --------  ----------  -------  -------- 
Pro forma impacts(4)                            771           -        -       771 
                                           --------  ----------  -------  -------- 
Pro forma at 31 December 2013(4)             28,218       3,809   19,204    51,231 
                                           --------  ----------  -------  -------- 
 
 
(1)  31 December 2012 comparatives have not been restated to reflect 
      the implementation of IAS 19R and IFRS 10. 
(2)  Includes the impact to other comprehensive income and the movement 
      in the retirement benefit asset. 
(3)  Includes movement from 90% to 80% grandfathering and adjustment 
      due to further clarification of grandfathering rules. 
(4)  Includes the benefits of the announced sales of Heidelberger Leben, 
      Scottish Widows Investment Partnership and Sainsbury's Bank. 
 

Common equity tier 1 capital resources have decreased by GBP9,938 million in the period, GBP9,167 million on a pro forma basis. This is substantially due to a GBP10,979 million adjustment relating to updated transitional phasing, reflecting PRA policy statement PS7/13 which has accelerated the phasing in of deductions (including deferred tax, significant investments and excess expected losses) to CET1 bringing this close to the fully loaded position. Movements in CET1 capital include those reflected under prevailing rules at 31 December 2013 on page 72. Incremental to these are increases largely driven by the GBP2,155 million in dividends from the Insurance business partially offset by negative valuation movements on available for sale assets.

Total capital resources have decreased by GBP3,349 million in the period, GBP2,578 million on a pro forma basis. Excluding the impact of updated transitional phasing, total capital increased by GBP1,036 million, largely reflecting movements in the CET1 resources described above.

CAPITAL MANAGEMENT (continued)

Leverage ratio

The Basel III reforms include the introduction of a leverage ratio framework designed to reinforce risk based capital requirements with a simple, transparent, non-risk based 'backstop' measure. The leverage ratio is defined as tier 1 capital divided by the exposure measure. The Basel Committee will test the proposed 3 per cent minimum requirement for the leverage ratio and have proposed that final calibrations, and any further adjustments to the definition of the leverage ratio will be completed by 2017, with a view to migrating to a Pillar 1 treatment on 1 January 2018.

In line with previous reporting periods, the PRA has asked the Group to publish a leverage ratio on a fully loaded CRD IV basis, with the exposure measure adjusted to reflect the basis of the original December 2010 Basel III leverage ratio framework, as interpreted through guidance released in July 2012.

In addition to the calculation basis specified by the PRA, the Group's leverage ratio at 31 December 2013 is shown in the table below on a final CRD IV rules basis and estimated in accordance with the revised Basel III leverage ratio framework issued on 12 January 2014. In each case the ratio is presented on a 'transitional', 'fully loaded' and 'fully loaded including tier 1 instruments' basis. The inclusion of tier 1 instruments for the latter basis refers to the full recognition of tier 1 instruments that will become ineligible once the transitional phase has elapsed.

CAPITAL MANAGEMENT (continued)

Leverage ratio on a CRD IV basis

 
                                                                              Fully loaded 
                                                                                (including 
                                                                                    tier 1 
At 31 December 2013                           Transitional  Fully loaded   instruments)(1) 
                                                      GBPm          GBPm              GBPm 
 
CRD IV rules 
Total tier 1 capital 
Common equity tier 1 capital                        27,447        27,041            27,041 
Tier 1 subordinated debt                             4,486             -             5,042 
Tier 1 deductions                                    (677)             -                 - 
                                              ------------  ------------  ---------------- 
Total tier 1 capital                                31,256        27,041            32,083 
                                              ------------  ------------  ---------------- 
Pro forma total tier 1 capital(2)                   32,027        27,925            32,967 
 
Exposure measure 
Total statutory balance sheet assets               847,030       847,030           847,030 
Adjustment for insurance assets                   (84,302)      (83,401)          (83,401) 
Removal of accounting value for derivatives 
 and securities financing transactions            (61,686)      (61,686)          (61,686) 
Exposure value for derivatives                      24,598        24,598            24,598 
Exposure value for securities financing 
 transactions                                        6,700         6,700             6,700 
Off-balance sheet items                             79,927        79,927            79,927 
Other regulatory adjustments                      (10,308)      (10,437)          (10,437) 
                                              ------------  ------------  ---------------- 
Total exposure                                     801,959       802,731           802,731 
                                              ------------  ------------  ---------------- 
Pro forma total exposure(2)                        809,090       813,055           813,055 
                                              ------------  ------------  ---------------- 
 
Leverage ratio                                        3.9%          3.4%              4.0% 
Pro forma leverage ratio(2)                           4.0%          3.4%              4.1% 
 
Leverage ratio at 31 December 2012(3)                 4.4%          3.1%              3.8% 
 
Basel III December 2010 rules(4) : 
Leverage ratio                                                      3.3%              3.9% 
Pro forma leverage ratio(2)                                         3.4%              4.0% 
 
Basel III January 2014 rules(5) : 
Leverage ratio                                                      3.7%              4.4% 
Pro forma leverage ratio(2)                                         3.8%              4.5% 
 
 
(1)  Includes the full value of tier 1 instruments reported under the 
      prevailing rules as at 31 December 2013. These instruments will 
      become ineligible for inclusion in tier 1 capital over the transitional 
      period. 
(2)  Includes the benefits of the announced sales of Heidelberger Leben, 
      Scottish Widows Investment Partnership and Sainsbury's Bank. 
(3)  31 December 2012 comparatives have not been restated to reflect 
      the implementation of IAS19R and IFRS10. 
(4)  Exposure measure determined in accordance with the original December 
      2010 Basel III leverage ratio framework as interpreted through 
      the July 2012 Basel III Quantitative Impact Study instructions 
      and related guidance and as required by the PRA. 
(5)  Exposure measure estimated in accordance with the January 2014 
      revised Basel III leverage ratio framework. 
 

CAPITAL MANAGEMENT (continued)

In order to ensure that the capital and exposure components of the ratio are measured consistently CRD IV requires the assets of the Insurance entities included in the Group's statutory consolidated balance sheet to be excluded from the exposure measure in proportion to the element of the investment in the Group's Insurance businesses that is excluded from tier 1 capital. Under the January 2014 revised Basel III leverage ratio framework only the proportion of the investment in the Group's Insurance businesses not deducted from tier 1 capital is included in the exposure measure.

Leverage ratio exposure values for derivatives and securities financing transactions have been calculated in accordance with the methodologies prescribed by the relevant rules applied.

Off-balance sheet items primarily consist of undrawn credit facilities, including facilities that may be cancelled unconditionally at any time without notice. The leverage ratio exposure value for off-balance sheet items is determined by applying set credit conversion factors to the nominal values of the items, based on the classification of the item. On a CRD IV basis a credit conversion factor of 10 per cent is applied to unconditionally cancellable items, with remaining

off-balance sheet items predominantly attracting a 100 per cent credit conversion factor. Under the January 2014 revised Basel III leverage ratio framework, the credit conversion factors applied to off-balance sheet items follow those prescribed by Standardised credit risk rules, subject to a floor of 10 per cent.

Other regulatory adjustments consist of other balance sheet assets that are required under CRD IV to be deducted from tier 1 capital. The removal of these assets from the exposure measure ensures consistency is maintained between the capital and exposure components of the ratio.

The Group's ratios under the various bases presented exceed the Basel Committee's minimum ratio of 3 per cent which it is proposed should become a Pillar 1 requirement by 1 January 2018.

STATUTORY INFORMATION

 
                                                              Page 
Condensed consolidated financial statements (unaudited) 
Consolidated income statement                                   81 
Consolidated statement of comprehensive income                  82 
Consolidated balance sheet                                      83 
Consolidated statement of changes in equity                     85 
Consolidated cash flow statement                                87 
 
Notes 
1   Accounting policies, presentation and estimates             88 
2   Segmental analysis                                          90 
3   Other income                                                94 
4   Operating expenses                                          95 
5   Impairment                                                  96 
6   Taxation                                                    97 
7   Loss per share                                              98 
8   Disposal groups                                             98 
9   Trading and other financial assets at fair value through    99 
     profit or loss 
10  Derivative financial instruments                           100 
11  Loans and advances to customers                            101 
12  Allowance for impairment losses on loans and receivables   101 
13  Securitisations and covered bonds                          102 
14  Debt securities classified as loans and receivables        103 
15  Available-for-sale financial assets                        103 
16  Other assets                                               103 
17  Customer deposits                                          104 
18  Debt securities in issue                                   104 
19  Other liabilities                                          104 
20  Post-retirement defined benefit schemes                    105 
21  Subordinated liabilities                                   106 
22  Share capital                                              107 
23  Reserves                                                   107 
24  Provisions for liabilities and charges                     108 
25  Contingent liabilities and commitments                     111 
26  Fair values of financial assets and liabilities            114 
27  Related party transactions                                 121 
28  Restatement of prior period information                    123 
29  Future accounting developments                             128 
30  Other information                                          128 
 

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

CONSOLIDATED INCOME STATEMENT

 
 
                                                        2013      2012(1) 
                                           Note  GBP million  GBP million 
 
Interest and similar income                           21,163       23,548 
Interest and similar expense                        (13,825)     (15,830) 
                                                 -----------  ----------- 
Net interest income                                    7,338        7,718 
                                                 -----------  ----------- 
Fee and commission income                              4,119        4,650 
Fee and commission expense                           (1,385)      (1,444) 
                                                 -----------  ----------- 
Net fee and commission income                          2,734        3,206 
Net trading income                                    16,467       15,005 
Insurance premium income                               8,197        8,284 
Other operating income                                 3,249        4,700 
                                                 -----------  ----------- 
Other income                                  3       30,647       31,195 
                                                 -----------  ----------- 
Total income                                          37,985       38,913 
Insurance claims                                    (19,507)     (18,396) 
                                                 -----------  ----------- 
Total income, net of insurance 
 claims                                               18,478       20,517 
                                                 -----------  ----------- 
Regulatory provisions                                (3,455)      (4,175) 
Other operating expenses                            (11,867)     (11,799) 
                                                 -----------  ----------- 
Total operating expenses                      4     (15,322)     (15,974) 
                                                 -----------  ----------- 
Trading surplus                                        3,156        4,543 
Impairment                                    5      (2,741)      (5,149) 
                                                 ----------- 
Profit (loss) before tax                                 415        (606) 
Taxation                                      6      (1,217)        (781) 
                                                 -----------  ----------- 
Loss for the year                                      (802)      (1,387) 
                                                 -----------  ----------- 
 
Profit attributable to non-controlling 
 interests                                                36           84 
Loss attributable to equity shareholders               (838)      (1,471) 
                                                 -----------  ----------- 
Loss for the year                                      (802)      (1,387) 
                                                 -----------  ----------- 
 
Basic loss per share                          7       (1.2)p       (2.1)p 
Diluted loss per share                        7       (1.2)p       (2.1)p 
 
 
(1)  Restated - see notes 1 and 28. 
 

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 
 
                                                           2013      2012(1) 
                                                    GBP million  GBP million 
 
Loss for the year                                         (802)      (1,387) 
Other comprehensive income 
Items that will not subsequently be 
 reclassified to profit or loss: 
Post-retirement defined benefit scheme 
 remeasurements (note 20): 
                                                    -----------  ----------- 
    Remeasurements before taxation                        (136)      (2,136) 
    Taxation                                                 28          491 
                                                    -----------  ----------- 
                                                          (108)      (1,645) 
Items that may subsequently be reclassified 
 to profit or loss: 
Movements in revaluation reserve in 
 respect of available-for-sale financial 
 assets: 
                                                    -----------  ----------- 
    Adjustment on transfers from held-to-maturity 
     portfolio                                                -        1,168 
    Change in fair value                                  (680)          900 
    Income statement transfers in respect 
     of disposals                                         (629)      (3,547) 
    Income statement transfers in respect 
     of impairment                                           18           42 
    Other income statement transfers                          -          169 
    Taxation                                                277          339 
                                                    -----------  ----------- 
                                                        (1,014)        (929) 
Movements in cash flow hedging reserve: 
                                                    -----------  ----------- 
    Effective portion of changes in fair 
     value                                              (1,229)          116 
    Net income statement transfers                        (550)         (92) 
    Taxation                                                374            1 
                                                    -----------  ----------- 
                                                        (1,405)           25 
Currency translation differences (tax: 
 nil)                                                       (6)         (14) 
                                                    -----------  ----------- 
Other comprehensive income for the year, 
 net of tax                                             (2,533)      (2,563) 
                                                    -----------  ----------- 
Total comprehensive income for the year                 (3,335)      (3,950) 
                                                    -----------  ----------- 
 
Total comprehensive income attributable 
 to non-controlling interests                                36           82 
Total comprehensive income attributable 
 to equity shareholders                                 (3,371)      (4,032) 
                                                    -----------  ----------- 
Total comprehensive income for the year                 (3,335)      (3,950) 
                                                    -----------  ----------- 
 
 
(1)  Restated - see notes 1 and 28. 
 

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

CONSOLIDATED BALANCE SHEET

 
                                                             At            At 
                                                    31 December   31 December 
                                                           2013       2012(1) 
Assets                                       Note   GBP million   GBP million 
 
Cash and balances at central banks                       49,915        80,298 
Items in course of collection from banks                  1,007         1,256 
Trading and other financial assets at fair 
 value through profit or loss                   9       142,683       160,620 
Derivative financial instruments               10        33,125        56,557 
Loans and receivables: 
                                                   ------------  ------------ 
    Loans and advances to banks                          25,365        32,757 
    Loans and advances to customers            11       495,281       517,225 
    Debt securities                            14         1,355         5,273 
                                                   ------------  ------------ 
                                                        522,001       555,255 
Available-for-sale financial assets            15        43,976        31,374 
Investment properties                                     4,864         5,405 
Goodwill                                                  2,016         2,016 
Value of in-force business                                5,335         6,800 
Other intangible assets                                   2,279         2,792 
Tangible fixed assets                                     7,570         7,342 
Current tax recoverable                                      31           354 
Deferred tax assets                                       5,104         4,913 
Retirement benefit assets                      20            98           741 
Other assets                                   16        27,026        18,498 
                                                   ------------  ------------ 
Total assets                                            847,030       934,221 
                                                   ------------  ------------ 
 
 
(1)  Restated - see notes 1 and 28. 
 

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

CONSOLIDATED BALANCE SHEET (continued)

 
                                                                  At            At 
                                                         31 December   31 December 
                                                                2013       2012(1) 
Equity and liabilities                            Note   GBP million   GBP million 
 
Liabilities 
Deposits from banks                                           13,982        38,405 
Customer deposits                                   17       441,311       426,912 
Items in course of transmission to banks                         774           996 
Trading and other financial liabilities 
 at fair value through profit or loss                         43,625        33,392 
Derivative financial instruments                    10        30,464        48,676 
Notes in circulation                                           1,176         1,198 
Debt securities in issue                            18        87,102       117,253 
Liabilities arising from insurance contracts 
 and 
 participating investment contracts                           82,777        82,953 
Liabilities arising from non-participating 
 investment contracts                                         27,590        54,372 
Unallocated surplus within insurance businesses                  391           267 
Other liabilities                                   19        40,607        46,793 
Retirement benefit obligations                      20         1,096         1,905 
Current tax liabilities                                          147           138 
Deferred tax liabilities                                           3           327 
Other provisions                                               4,337         3,961 
Subordinated liabilities                            21        32,312        34,092 
                                                        ------------  ------------ 
Total liabilities                                            807,694       891,640 
 
Equity 
                                                        ------------  ------------ 
Share capital                                       22         7,145         7,042 
Share premium account                               23        17,279        16,872 
Other reserves                                      23        10,477        12,902 
Retained profits                                    23         4,088         5,080 
                                                        ------------  ------------ 
Shareholders' equity                                          38,989        41,896 
Non-controlling interests                                        347           685 
                                                        ------------  ------------ 
Total equity                                                  39,336        42,581 
                                                        ------------  ------------ 
Total equity and liabilities                                 847,030       934,221 
                                                        ------------  ------------ 
 
 
(1)  Restated - see notes 1 and 28. 
 

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 
                                           Attributable to equity shareholders 
                                   ---------------------------------------------------- 
                                   Share capital                                                 Non- 
                                             and        Other     Retained                controlling 
                                         premium     reserves      profits        Total     interests        Total 
                                     GBP million  GBP million  GBP million  GBP million   GBP million  GBP million 
 
Balance at 1 January 
 2013 
  As previously reported                  23,914       12,902        7,183       43,999           685       44,684 
  Restatement (see notes 
   1 and 28)                                   -            -      (2,103)      (2,103)             -      (2,103) 
                                   -------------  -----------  -----------  -----------  ------------  ----------- 
  Restated                                23,914       12,902        5,080       41,896           685       42,581 
Comprehensive income 
(Loss) profit for 
 the year                                      -            -        (838)        (838)            36        (802) 
Other comprehensive 
 income 
                                   -------------  -----------  -----------  -----------  ------------  ----------- 
Post-retirement defined 
 benefit scheme remeasurements, 
 net of tax                                    -            -        (108)        (108)             -        (108) 
Movements in revaluation 
 reserve in respect 
 of available-for-sale 
 financial assets, net 
 of tax                                        -      (1,014)            -      (1,014)             -      (1,014) 
Movements in cash 
 flow hedging reserve, 
 net of tax                                    -      (1,405)            -      (1,405)             -      (1,405) 
Currency translation 
 differences (tax: 
 nil)                                          -          (6)            -          (6)             -          (6) 
                                   -------------  -----------  -----------  -----------  ------------  ----------- 
Total other comprehensive 
 income                                        -      (2,425)        (108)      (2,533)             -      (2,533) 
                                   -------------  -----------  -----------  -----------  ------------  ----------- 
Total comprehensive 
 income                                        -      (2,425)        (946)      (3,371)            36      (3,335) 
                                   -------------  -----------  -----------  -----------  ------------  ----------- 
Transactions with 
 owners 
                                   -------------  -----------  -----------  -----------  ------------  ----------- 
Dividends                                      -            -            -            -          (25)         (25) 
Issue of ordinary 
 shares                                      510            -            -          510             -          510 
Movement in treasury 
 shares                                        -            -        (480)        (480)             -        (480) 
Value of employee services: 
  Share option schemes                         -            -          142          142             -          142 
  Other employee award 
   schemes                                     -            -          292          292             -          292 
Change in non-controlling 
 interests                                     -            -            -            -         (349)        (349) 
                                   -------------  -----------  -----------  -----------  ------------  ----------- 
Total transactions 
 with owners                                 510            -         (46)          464         (374)           90 
                                   -------------  -----------  -----------  -----------  ------------  ----------- 
Balance at 31 December 
 2013                                     24,424       10,477        4,088       38,989           347       39,336 
                                   -------------  -----------  -----------  -----------  ------------  ----------- 
 

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (continued)

 
                                           Attributable to equity shareholders 
                                    -------------------------------------------------- 
                                          Share 
                                        capital                                                 Non- 
                                            and        Other     Retained                controlling 
                                        premium     reserves      profits        Total     interests        Total 
                                    GBP million  GBP million  GBP million  GBP million   GBP million  GBP million 
 
Balance at 1 January 
 2012 
  As originally reported                 23,422       13,818        8,680       45,920           674       46,594 
  Restatement (see notes 
   1 and 28)                                  -            -        (414)        (414)             -        (414) 
                                    -----------  -----------  -----------  -----------  ------------  ----------- 
  Restated                               23,422       13,818        8,266       45,506           674       46,180 
Comprehensive income 
(Loss) profit for 
 the year                                     -            -      (1,471)      (1,471)            84      (1,387) 
Other comprehensive 
 income 
                                    -----------  -----------  -----------  -----------  ------------  ----------- 
Post-retirement defined 
 benefit scheme remeasurements, 
 net of tax                                   -            -      (1,645)      (1,645)             -      (1,645) 
Movements in revaluation 
 reserve 
 in respect of available-for-sale 
 financial assets, 
 net of tax                                   -        (927)            -        (927)           (2)        (929) 
Movements in cash 
 flow hedging reserve, 
 net of tax                                   -           25            -           25             -           25 
Currency translation 
 differences (tax: 
 nil)                                         -         (14)            -         (14)             -         (14) 
                                    -----------  -----------  -----------  -----------  ------------  ----------- 
Total other comprehensive 
 income                                       -        (916)      (1,645)      (2,561)           (2)      (2,563) 
                                    -----------  -----------  -----------  -----------  ------------  ----------- 
Total comprehensive 
 income                                       -        (916)      (3,116)      (4,032)            82      (3,950) 
                                    -----------  -----------  -----------  -----------  ------------  ----------- 
Transactions with 
 owners 
                                    -----------  -----------  -----------  -----------  ------------  ----------- 
Dividends                                     -            -            -            -          (56)         (56) 
Issue of ordinary 
 shares                                     492            -            -          492             -          492 
Movement in treasury 
 shares                                       -            -        (407)        (407)             -        (407) 
Value of employee 
 services: 
  Share option schemes                        -            -           81           81             -           81 
  Other employee award 
   schemes                                    -            -          256          256             -          256 
Change in non-controlling 
 interests                                    -            -            -            -          (15)         (15) 
                                    -----------  -----------  -----------  -----------  ------------  ----------- 
Total transactions 
 with owners                                492            -         (70)          422          (71)          351 
                                    -----------  -----------  -----------  -----------  ------------  ----------- 
Balance at 31 December 
 2012                                    23,914       12,902        5,080       41,896           685       42,581 
                                    -----------  -----------  -----------  -----------  ------------  ----------- 
 

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

CONSOLIDATED CASH FLOW STATEMENT

 
 
                                                      2013      2012(1) 
                                               GBP million  GBP million 
 
Profit (loss) before tax                               415        (606) 
Adjustments for: 
    Change in operating assets                      17,117       47,805 
    Change in operating liabilities               (44,270)     (46,153) 
    Non-cash and other items                        11,231        2,081 
    Tax (paid) received                               (24)         (78) 
                                               -----------  ----------- 
Net cash (used in) provided by operating 
 activities                                       (15,531)        3,049 
 
Cash flows from investing activities 
                                               -----------  ----------- 
Purchase of financial assets                      (36,959)     (22,050) 
Proceeds from sale and maturity of financial 
 assets                                             21,552       37,664 
Purchase of fixed assets                           (2,982)      (3,003) 
Proceeds from sale of fixed assets                   2,090        2,595 
Acquisition of businesses, net of cash 
 acquired                                              (6)         (11) 
Disposal of businesses, net of cash 
 disposed                                              696           37 
                                               ----------- 
Net cash (used in) provided by investing 
 activities                                       (15,609)       15,232 
 
Cash flows from financing activities 
                                               -----------  ----------- 
Dividends paid to non-controlling interests           (25)         (56) 
Interest paid on subordinated liabilities          (2,451)      (2,577) 
Proceeds from issue of subordinated 
 liabilities                                         1,500            - 
Proceeds from issue of ordinary shares                 350          170 
Repayment of subordinated liabilities              (2,442)        (664) 
Change in non-controlling interests                      -           23 
                                               -----------  ----------- 
Net cash used in financing activities              (3,068)      (3,104) 
Effects of exchange rate changes on 
 cash and cash equivalents                            (53)          (8) 
                                               -----------  ----------- 
Change in cash and cash equivalents               (34,261)       15,169 
Cash and cash equivalents at beginning 
 of year                                           101,058       85,889 
                                               -----------  ----------- 
Cash and cash equivalents at end of 
 year                                               66,797      101,058 
                                               -----------  ----------- 
 
 
(1)  Restated - see notes 1 and 28. 
 

Cash and cash equivalents comprise cash and balances at central banks (excluding mandatory deposits) and amounts due from banks with a maturity of less than three months.

   1.         Accounting policies, presentation and estimates 

This preliminary statement as at and for the year to 31 December 2013 has been prepared in accordance with the Listing Rules of the Financial Conduct Authority (FCA) relating to Preliminary Announcements and comprises the unaudited results of Lloyds Banking Group plc (the Company) together with its subsidiaries (the Group). It does not include all of the information required for full annual financial statements. Copies of the 2013 annual report and accounts will be published on the Group's website and will be available upon request from Investor Relations, Lloyds Banking Group plc, 25 Gresham Street, London EC2V 7HN, in March 2014.

The British Bankers' Association's (BBA's) Code for Financial Reporting Disclosure (the Disclosure Code) sets out disclosure principles together with supporting guidance in respect of the financial statements of UK banks. The Group has adopted the Disclosure Code and these financial statements have been prepared in compliance with the Disclosure Code's principles. Terminology used in these financial statements is consistent with that used in the Group's 2012 annual report and accounts where a glossary of terms can be found.

The directors consider that it is appropriate to continue to adopt the going concern basis in preparing the financial statements. In reaching this assessment, the directors have considered projections for the Group's capital and funding position and have had regard to the factors set out in Principal risks and uncertainties: Funding and liquidity on page 41.

The accounting policies are consistent with those applied by the Group in its 2012 annual report and accounts except as described below.

On 1 January 2013 the Group adopted the following new accounting standards and amendments to standards:

IFRS 10 Consolidated Financial Statements

IFRS 10 supersedes IAS 27 Consolidated and Separate Financial Statements and SIC-12 Consolidation - Special Purpose Entities and establishes the principles for when the Group controls another entity and is therefore required to consolidate the other entity in the Group's financial statements. Under IFRS 10, the Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through the exercise of power. As a result, the Group consolidates certain entities that were not previously consolidated and no longer consolidates certain entities which were previously consolidated; principally in relation to Open-Ended Investment Companies.

The Group has applied IFRS 10 retrospectively and restated its comparatives in accordance with the transitional provisions included in the standard. These provisions require the Group to re-assess its control conclusions as at 1 January 2013 and restate its comparative information, applying the revised assessment in 2012 to the extent that the relevant investments were held in that year. Details of the impact of these restatements are provided in note 28.

IAS 19R: Amendments to IAS 19 Employee Benefits

IAS 19R prescribes the accounting and disclosure by employers for employee benefits. Actuarial gains and losses (remeasurements) arising from the valuation of defined benefit pension schemes are no longer permitted to be deferred using the corridor approach and must be recognised immediately in other comprehensive income. In addition, IAS 19R also replaces interest cost and expected return on plan assets with a net interest amount that is calculated by applying the discount rate to the net defined benefit liability (asset). IAS 19R has been applied retrospectively and comparative figures restated accordingly. Details of the impact of these restatements are provided in note 28.

   1.         Accounting policies, presentation and estimates (continued) 

The Group updates the valuations of its post-retirement defined benefit schemes at 31 December each year. In addition, at each interim reporting date the Group reviews the assumptions used to calculate the net defined benefit obligation and updates its balance sheet carrying value where that value would otherwise differ materially from a valuation based on those revised assumptions.

The impact of the implementation of IAS19R on the Group's results for 2013 has been to decrease other operating expenses by GBP28 million and increase profit before tax by the same amount. The impact on the balance sheet at 31 December 2013 has been to decrease the net retirement benefit asset by GBP2,817 million, to increase deferred tax assets by GBP648 million and to reduce shareholders' equity by GBP2,169 million.

IFRS 13 Fair value measurement

IFRS 13 has been applied with effect from 1 January 2013. IFRS 13 defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Group has access at that date. IFRS 13 requires that the fair value of a non-financial asset is determined based on the highest and best use of the asset, and that the fair value of a liability reflects its non-performance risk. These changes had no significant impact on the measurement of the Group's assets and liabilities.

Amendments to IAS 1Presentation of Financial Statements - 'Presentation of Items of Other Comprehensive Income'

The amendments to IAS 1 require entities to group items presented in other comprehensive income on the basis of whether they may potentially be reclassified to profit or loss subsequently. The statement of other comprehensive income in these financial statements has been revised to reflect the new requirements.

Amendments to IFRS 7 Financial Instruments: Disclosures - 'Disclosures - Offsetting Financial Assets and Financial Liabilities'

The amendments to IFRS 7 require entities to disclose information to enable users of the financial statements to evaluate the effect or potential effect of netting arrangements on the balance sheet. These disclosures will be made in the Group's financial statements for the year ended 31 December 2013.

IFRS 12 Disclosure of Interests in Other Entities

IFRS 12 requires an entity to disclose information that enables users of financial statements to evaluate the nature of, and risks associated with, its interests in other entities and the effects of those interests on its financial position, financial performance and cash flows. These disclosures will be made in the Group's financial statements for the year ended 31 December 2013.

Future accounting developments

Details of those IFRS pronouncements which will be relevant to the Group but which were not effective at 31 December 2013 and which have not been applied in preparing these financial statements are set out in note 29.

Critical accounting estimates and judgements

The preparation of the Group's financial statements requires management to make judgements, estimates and assumptions that impact the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Due to the inherent uncertainty in making estimates, actual results reported in future periods may include amounts which differ from those estimates. Estimates, judgements and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. There have been no significant changes in the basis upon which estimates have been determined, compared to that applied at 31 December 2012.

   2.         Segmental analysis 

Lloyds Banking Group provides a wide range of banking and financial services in the UK and in certain locations overseas.

The Group Executive Committee (GEC) has been determined to be the chief operating decision maker for the Group. The Group's operating segments reflect its organisational and management structures. GEC reviews the Group's internal reporting based around these segments in order to assess performance and allocate resources. This assessment includes a consideration of each segment's net interest revenue and consequently the total interest income and expense for all reportable segments is presented on a net basis. The segments are differentiated by the type of products provided, by whether the customers are individuals or corporate entities and by the geographical location of

the customer.

The segmental results and comparatives are presented on an underlying basis, the basis reviewed by the chief operating decision maker. Previously the results of the Group's segments had been reviewed on a management basis and the Group's segmental analysis was presented accordingly. The effects of asset sales, volatile items and liability management as well as the fair value unwind line are excluded in arriving at underlying profit.

The Group's activities were organised into four financial reporting segments during 2013: Retail; Commercial Banking; Wealth, Asset Finance and International; and Insurance.

Comparative figures have been restated accordingly for the accounting policy changes explained in note 1.

Retail offers a broad range of retail financial service products in the UK, including current accounts, savings, personal loans, credit cards and mortgages. It is also a major general insurance and bancassurance distributor, selling a wide range of long-term savings, investment and general insurance products.

Commercial Banking provides banking and related services for all UK and multinational business clients, from small and medium-sized enterprises to major corporate and financial institutions.

Wealth, Asset Finance and International gives increased focus and momentum to the Group's private banking and asset management activities, closely co-ordinates the management of its international businesses and also encompasses the Asset Finance business. Wealth comprises the Group's private banking, wealth and asset management businesses in the UK and overseas. International comprises retail businesses, principally in Continental Europe.

Insurance provides long-term savings, protection and investment products distributed through bancassurance, intermediary and direct channels in the UK. It is also a distributor of home insurance in the UK with products sold through the retail branch network, direct channels and strategic corporate partners. The business consists of Life, Pensions and Investments UK; Life, Pensions and Investments Europe; and General Insurance.

Other includes the costs of managing the Group's technology platforms, branch and head office property estate, operations (including payments, banking operations and collections) and sourcing, the costs of which are predominantly recharged to the other divisions. It also reflects other items not recharged to the divisions, including UK bank levy and Financial Services Compensation Scheme costs.

   2.         Segmental analysis (continued) 

Inter-segment services are generally recharged at cost, with the exception of the internal commission arrangements between the UK branch and other distribution networks and the insurance product manufacturing businesses within the Group, where a profit margin is also charged. Inter-segment lending and deposits are generally entered into at market rates, except that non-interest bearing balances are priced at a rate that reflects the external yield that could be earned on such funds.

For the majority of those derivative contracts entered into by business units for risk management purposes, the business unit recognises the net interest income or expense on an accrual accounting basis and transfers the remainder of the movement in the fair value of the derivative to the central group segment where the resulting accounting volatility is managed where possible through the establishment of hedge accounting relationships. Any change in fair value of the hedged instrument attributable to the hedged risk is also recorded within the central group segment. This allocation of the fair value of the derivative and change in fair value of the hedged instrument attributable to the hedged risk avoids accounting asymmetry in segmental results and leads to accounting volatility in the central group segment where it

is managed.

 
                                           Other       Total 
                                         income,     income,   Profit 
                                 Net      net of      net of   (loss)              Inter- 
                            interest   insurance   insurance   before  External   segment 
2013                          income      claims      claims      tax   revenue   revenue 
                                GBPm        GBPm        GBPm     GBPm      GBPm      GBPm 
 
Underlying basis 
Retail                         7,536       1,410       8,946    3,749    10,478   (1,532) 
Commercial Banking             2,426       2,708       5,134    1,575     4,410       724 
Wealth, Asset Finance 
 and International               870       1,809       2,679     (42)     2,451       228 
Insurance                      (103)       1,880       1,777    1,090     2,459     (682) 
Other                            156         113         269    (206)     (993)     1,262 
                           ---------  ----------  ----------  -------  --------  -------- 
Group                         10,885       7,920      18,805    6,166    18,805         - 
                                                                       --------  -------- 
Reconciling items: 
Insurance grossing 
 adjustment                  (2,930)       3,074         144        - 
Asset sales, volatile 
 items and liability 
 management(1)                    14       (460)       (446)    (720) 
Volatility arising 
 in insurance businesses           -         668         668      668 
Simplification costs               -           -           -    (830) 
EC mandated retail 
 business disposal 
 costs                             -           -           -    (687) 
Payment protection 
 insurance provision               -           -           -  (3,050) 
Other regulatory 
 provisions                        -           -           -    (405) 
Past service cost                  -           -           -    (104) 
Amortisation of 
 purchased intangibles             -           -           -    (395) 
Fair value unwind              (631)        (62)       (693)    (228) 
Group - statutory              7,338      11,140      18,478      415 
                           ---------  ----------  ----------  ------- 
 
 
(1)  Includes (i) gains or losses on disposals of assets, including 
      centrally held government bonds, which are not part of normal business 
      operations; (ii) the net effect of banking volatility, changes 
      in the fair value of the equity conversion feature of the Group's 
      Enhanced Capital Notes and net derivative valuation adjustments; 
      and (iii) the results of liability management exercises. 
 
   2.         Segmental analysis (continued) 
 
                                                          Total 
                                              Other     income, 
                                            income,         net   Profit 
                                 Net            net          of   (loss)              Inter- 
                            interest   of insurance   insurance   before  External   segment 
2012(1)                       income         claims      claims      tax   revenue   revenue 
                                GBPm           GBPm        GBPm     GBPm      GBPm      GBPm 
 
Underlying basis 
Retail                         7,195          1,462       8,657    3,188    10,951   (2,294) 
Commercial Banking             2,206          2,932       5,138    (324)     4,070     1,068 
Wealth, Asset Finance 
 and International               799          2,043       2,842    (929)     2,835         7 
Insurance                       (78)          1,929       1,851    1,107     2,497     (646) 
Other                            213          (315)       (102)    (477)   (1,967)     1,865 
                           ---------  -------------  ----------  -------  --------  -------- 
Group                         10,335          8,051      18,386    2,565    18,386         - 
                                                                          --------  -------- 
Reconciling items: 
Insurance grossing 
 adjustment                  (2,587)          2,760         173        - 
Asset sales, volatile 
 items and liability 
 management(2)                   199          1,691       1,890    1,570 
Volatility arising 
 in insurance businesses           8            304         312      312 
Simplification costs               -              -           -    (676) 
EC mandated retail 
 business disposal 
 costs                             -              -           -    (570) 
Past service pensions 
 credit                            -              -           -      250 
Payment protection 
 insurance provision               -              -           -  (3,575) 
Other regulatory 
 provisions                        -           (50)        (50)    (650) 
Amortisation of 
 purchased intangibles             -              -           -    (482) 
Fair value unwind              (237)             43       (194)      650 
Group - statutory              7,718         12,799      20,517    (606) 
                           ---------  -------------  ----------  ------- 
 
 
(1)  Restated - see notes 1 and 28. 
(2)  Includes (i) gains or losses on disposals of assets, including 
      centrally held government bonds, which are not part of normal business 
      operations; (ii) the net effect of banking volatility, changes 
      in the fair value of the equity conversion feature of the Group's 
      Enhanced Capital Notes and net derivative valuation adjustments; 
      and (iii) the results of liability management exercises. 
 
   2.         Segmental analysis (continued) 
 
                                                    At            At 
                                           31 December   31 December 
Segment external assets                           2013       2012(1) 
                                                  GBPm          GBPm 
 
Retail                                         345,037       346,030 
Commercial Banking                             255,459       314,090 
Wealth, Asset Finance and International         30,987        77,884 
Insurance                                      155,656       152,583 
Other                                           59,891        43,634 
                                          ------------  ------------ 
Total Group                                    847,030       934,221 
                                          ------------  ------------ 
 
Segment customer deposits 
Retail                                         268,974       260,838 
Commercial Banking                             126,534       114,115 
Wealth, Asset Finance and International         45,772        51,885 
Other                                               31            74 
                                          ------------  ------------ 
Total Group                                    441,311       426,912 
                                          ------------  ------------ 
 
Segment external liabilities 
Retail                                         287,610       287,631 
Commercial Banking                             225,985       249,097 
Wealth, Asset Finance and International         47,879        92,686 
Insurance                                      149,757       143,695 
Other                                           96,463       118,531 
                                          ------------  ------------ 
Total Group                                    807,694       891,640 
                                          ------------  ------------ 
 
 
(1)  Restated - see notes 1 and 28. 
 
   3.         Other income 
 
 
                                         2013  2012(1) 
                                         GBPm     GBPm 
 
Fee and commission income: 
                                      -------  ------- 
    Current account fees                  973    1,008 
    Credit and debit card fees            984      941 
    Other fees and commissions          2,162    2,701 
                                      -------  ------- 
                                        4,119    4,650 
Fee and commission expense            (1,385)  (1,444) 
                                      -------  ------- 
Net fee and commission income           2,734    3,206 
Net trading income                     16,467   15,005 
Insurance premium income                8,197    8,284 
                                      -------  ------- 
Gains on sale of available-for-sale 
 financial assets                         629    3,547 
Liability management(2)                 (142)    (338) 
Other(3)                                2,762    1,491 
                                      -------  ------- 
Other operating income                  3,249    4,700 
                                      -------  ------- 
Total other income                     30,647   31,195 
                                      -------  ------- 
 
 
(1)  Restated - see notes 1 and 28. 
(2)  Losses of GBP142 million arose in 2013 on transactions undertaken 
      as part of the Group's management of wholesale funding and capital; 
      this compares to a gain of GBP59 million relating to the exchange 
      of certain capital securities for other subordinated debt instruments 
      (a related gain of GBP109 million was also recognised in net interest 
      income) and losses of GBP397 million on the buy-back of other debt 
      securities in 2012. 
(3)  During 2013 the Group completed a number of disposals of assets 
      and businesses, including: 
       *    On 15 March 2013 the Group completed the sale of 102 
            million shares in St James's Place plc, reducing the 
            Group's holding in that company to approximately 37 
            per cent. As a result of that reduction in holding 
            the Group ceased to consolidate St James's Place plc 
            in its accounts, instead accounting for the residual 
            investment as an associate. The Group realised a gain 
            of GBP394 million on the sale of those shares and the 
            fair valuation of the Group's residual stake. 
            Subsequently, on 29 May 2013 the Group completed the 
            sale of a further 77 million shares, generating a 
            profit of GBP39 million and on 13 December 2013 
            completed the sale of the remainder of its holding, 
            generating a profit of GBP107 million. 
 
 
       *    On 31 May 2013, the Group sold a portfolio of US RMBS 
            (residential mortgage backed securities) for a cash 
            consideration of GBP3.3 billion, realising a profit 
            of GBP538 million. 
 
 
       *    On 30 June 2013 the Group disposed of its Spanish 
            retail banking operations, including Lloyds Bank 
            International S.A.U and Lloyds Investment España 
            SGIIC S.A.U, to Banco Sabadell, S.A. realising a loss 
            of GBP256 million. 
 
 
       *    On 31 December 2013, the Group completed the sale of 
            its Australian operations (which principally comprise 
            Capital Finance Australia Limited, a provider of 
            motor and equipment asset finance, and BOS 
            International (Australia) Limited, a corporate 
            lending business) generating a profit on sale of 
            GBP49 million. 
 
 
       *    On 21 August 2013 the Group announced the sale of its 
            German life insurance business, Heidelberger 
            Lebensversicherung AG, with the sale expected to 
            complete in the first quarter of 2014; an impairment 
            of GBP382 million has been recognised in the year 
            ended 31 December 2013. 
 
   4.         Operating expenses 
 
 
                                                     2013  2012(1) 
                                                     GBPm     GBPm 
 
Administrative expenses 
Staff costs: 
                                                   ------  ------- 
    Salaries                                        3,331    3,411 
    Performance based compensation                    473      395 
    Social security costs                             385      383 
    Pensions and other post-retirement benefit 
     schemes: 
  Past service charges (credits)(2)                   104    (250) 
  Other                                               654      589 
                                                   ------  ------- 
                                                      758      339 
    Restructuring costs                               111      217 
    Other staff costs                                 783      746 
                                                   ------  ------- 
                                                    5,841    5,491 
Premises and equipment: 
                                                   ------  ------- 
    Rent and rates                                    467      488 
    Hire of equipment                                  15       17 
    Repairs and maintenance                           178      174 
    Other                                             310      270 
                                                   ------  ------- 
                                                      970      949 
Other expenses: 
                                                   ------  ------- 
    Communications and data processing              1,169    1,082 
    Advertising and promotion                         313      314 
    Professional fees                                 425      550 
    UK bank levy                                      238      179 
    Other                                             971    1,108 
                                                   ------  ------- 
                                                    3,116    3,233 
                                                   ------ 
                                                    9,927    9,673 
Depreciation and amortisation                       1,940    2,126 
Total operating expenses, excluding regulatory 
 provisions                                        11,867   11,799 
Regulatory provisions: 
                                                   ------  ------- 
    Payment protection insurance provision (note 
     24)                                            3,050    3,575 
    Other regulatory provisions (note 24)             405      600 
                                                   ------  ------- 
                                                    3,455    4,175 
                                                   ------ 
Total operating expenses                           15,322   15,974 
                                                   ------  ------- 
 
 
(1)  Restated - see notes 1 and 28. 
(2)  The Group has agreed certain changes to early retirement and commutation 
      factors in two of its principal defined benefit pension schemes, 
      resulting in a cost of GBP104 million recognised in the Group's 
      income statement in 2013. During 2012, following a review of policy 
      in respect of discretionary pension increases in relation to the 
      Group's defined benefit pension schemes, increases in certain schemes 
      are now linked to the Consumer Price Index rather than the Retail 
      Price Index. The impact of this change was a reduction in the Group's 
      defined benefit obligation of GBP258 million, recognised in the 
      Group's income statement in 2012, net of a charge of GBP8 million 
      in respect of one of the Group's smaller schemes. 
 
   4.         Operating expenses (continued) 

Performance-based compensation

The table below analyses the Group's performance-based compensation costs (excluding branch-based sales incentives) between those relating to the current performance year and those relating to earlier years.

 
                                                           2013  2012 
                                                           GBPm  GBPm 
 
Performance-based compensation expense comprises: 
    Awards made in respect of the year ended 31 December    394   362 
    Awards made in respect of earlier years                  79    33 
                                                           ----  ---- 
                                                            473   395 
                                                           ----  ---- 
Performance-based compensation expense deferred 
 until later years comprises: 
    Awards made in respect of the year ended 31 December     47    37 
    Awards made in respect of earlier years                  30    15 
                                                           ----  ---- 
                                                             77    52 
                                                           ----  ---- 
 

Performance-based awards expensed in 2013 include cash awards amounting to GBP126 million (2012: GBP128 million).

   5.         Impairment 
 
                                               2013   2012 
                                               GBPm   GBPm 
 
Impairment losses on loans and receivables: 
                                              -----  ----- 
    Loans and advances to customers           2,725  5,125 
    Debt securities classified as loans 
     and receivables                              1    (4) 
                                              -----  ----- 
Impairment losses on loans and receivables 
 (note 12)                                    2,726  5,121 
Impairment of available-for-sale financial 
 assets                                          15     37 
Other credit risk provisions                      -    (9) 
                                              -----  ----- 
Total impairment charged to the income 
 statement                                    2,741  5,149 
                                              -----  ----- 
 
   6.         Taxation 

A reconciliation of the tax (charge) credit that would result from applying the standard UK corporation tax rate to the profit (loss) before tax, to the actual tax charge, is given below:

 
 
                                                       2013  2012(1) 
                                                       GBPm     GBPm 
 
Profit (loss) before tax                                415    (606) 
                                                    -------  ------- 
 
Tax (charge) credit thereon at UK corporation 
 tax rate of 23.25 per cent 
 (2012: 24.5 per cent)                                 (96)      148 
Factors affecting tax (charge) credit: 
UK corporation tax rate change                        (594)    (320) 
Disallowed items                                      (167)    (186) 
Non-taxable items                                       132      240 
Overseas tax rate differences                         (116)       75 
Gains exempted or covered by capital 
 losses                                                  57       36 
Policyholder tax                                      (251)    (144) 
Further factors affecting the life business:(2) 
    Derecognition of deferred tax on policyholder 
     tax credit                                           -    (583) 
    Taxation of certain insurance assets 
     arising on transition to new tax regime              -    (221) 
    Changes to the taxation of pension business: 
  Policyholder tax cost                                   -    (182) 
  Shareholder tax benefit                                 -      206 
Deferred tax on losses no longer recognised 
 following sale of Australian operations              (348)        - 
Tax losses where no deferred tax recognised               -     (25) 
Deferred tax on Australian tax losses 
 not previously recognised                               60       12 
Adjustments in respect of previous years                 97      135 
Effect of results of joint ventures 
 and associates                                           9       23 
Other items                                               -        5 
                                                    ------- 
Tax charge                                          (1,217)    (781) 
                                                    -------  ------- 
 
 
(1)  Restated - see notes 1 and 28. 
(2)  The Finance Act 2012 introduced a new UK tax regime for the taxation 
      of life insurance companies which took effect from 1 January 2013. 
      The new regime, combined with current economic forecasts, had a 
      number of impacts on the 2012 tax charge. 
 

The Finance Act 2013 (the Act) was substantively enacted on 2 July 2013. The Act further reduced the main rate of corporation tax to 21 per cent with effect from 1 April 2014 and 20 per cent with effect from 1 April 2015. The change in the main rate of corporation tax from 23 per cent to 20 per cent has resulted in a reduction in the Group's net deferred tax asset at 31 December 2013 of GBP636 million, comprising the GBP594 million charge included in the income statement and a GBP42 million charge included in equity.

   7.         Loss per share 
 
 
                                                2013      2012(1) 
 
Basic 
Loss attributable to equity shareholders   GBP(838)m  GBP(1,471)m 
Weighted average number of ordinary 
 shares in issue                             71,009m      69,841m 
Loss per share                                (1.2)p       (2.1)p 
 
Fully diluted 
Loss attributable to equity shareholders   GBP(838)m  GBP(1,471)m 
Weighted average number of ordinary 
 shares in issue                             71,009m      69,841m 
Loss per share                                (1.2)p       (2.1)p 
 
 
(1)  Restated - see notes 1 and 28. 
 
   8.         Disposal groups 

Disposal groups are classified as held for sale if the Group will recover the carrying amount principally through a sale transaction rather than through continuing use and a sale is considered highly probable. The Group completed the sale of its joint venture interest in Sainsbury's Bank on 31 January 2014 and expects to complete the announced sales of its international private banking operations in Monaco and Gibraltar, its German insurance business and Scottish Widows Investment Partnership, its asset management business, in the next 12 months. The assets and liabilities associated with these operations are therefore classified as held-for-sale disposal groups at 31 December 2013 and included within other assets and other liabilities respectively.

 
                                                         At            At 
                                                31 December   31 December 
                                                       2013          2012 
                                                       GBPm          GBPm 
Other assets (note 16) 
Assets of disposal groups classified as held 
 for sale                                             7,988           194 
 
Other liabilities (note 19) 
Liabilities of disposal groups classified as 
 held for sale                                        7,302           214 
 

Disposal groups classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell. The Group has recognised an impairment of GBP382 million relating to disposal groups classified as held for sale

during 2013.

At 31 December 2012, the Group's Uruguayan branch business, its branch remittance business in Japan and its portfolio management business in Luxembourg were classified as held-for-sale; these sales completed in 2013.

   8.         Disposal groups (continued) 

The major classes of assets and liabilities of the disposal groups are as follows:

 
                                                             At            At 
                                                    31 December   31 December 
                                                           2013          2012 
                                                           GBPm          GBPm 
 
Assets 
Cash and balances at central banks                            -            82 
Trading and other financial assets at fair value 
 through profit or loss                                   5,040             - 
Loans and advances to banks                                 101             7 
Loans and advances to customers                             244            84 
Available-for-sale financial assets                           -            27 
Value of in-force business                                1,017             - 
Other                                                     1,968            20 
Provision for impairment of the disposal groups           (382)          (26) 
                                                   ------------  ------------ 
                                                          7,988           194 
                                                   ------------  ------------ 
 
Liabilities 
Customer deposits                                           307           185 
Liabilities arising from insurance contracts 
 and participating investment contracts                   4,901             - 
Deferred tax liabilities                                    282             - 
Other                                                     1,812            29 
                                                   ------------  ------------ 
                                                          7,302           214 
                                                   ------------  ------------ 
 
   9.         Trading and other financial assets at fair value through profit or loss 
 
                                                             At            At 
                                                    31 December   31 December 
                                                           2013       2012(1) 
                                                           GBPm          GBPm 
 
Trading assets                                           37,350        23,345 
 
Other financial assets at fair value through 
 profit or loss: 
                                                   ------------  ------------ 
    Treasury and other bills                                 54            56 
    Loans and advances to customers                          27            34 
    Debt securities                                      38,853        47,738 
    Equity shares                                        66,399        89,447 
                                                   ------------  ------------ 
                                                        105,333       137,275 
                                                   ------------  ------------ 
Total trading and other financial assets at fair 
 value through profit or loss                           142,683       160,620 
                                                   ------------  ------------ 
 
 
(1)  Restated - see notes 1 and 28. 
 

Included in the above is GBP101,185 million (31 December 2012: GBP134,537 million) of assets relating to the insurance businesses.

   10.       Derivative financial instruments 
 
                                      31 December 2013            31 December 2012(1) 
                                 ---------------------------  --------------------------- 
                                 Fair value       Fair value  Fair value       Fair value 
                                  of assets   of liabilities   of assets   of liabilities 
                                       GBPm             GBPm        GBPm             GBPm 
 
Hedging 
Derivatives designated as fair 
 value hedges                         5,100            1,497       6,903            2,128 
Derivatives designated as cash 
 flow hedges                          1,687            3,021       4,668            4,470 
                                      6,787            4,518      11,571            6,598 
                                 ----------  ---------------  ----------  --------------- 
Trading and other 
Exchange rate contracts               4,686            5,671       3,712            3,887 
Interest rate contracts              18,479           18,607      37,785           36,537 
Credit derivatives                      208              190          94              343 
Embedded equity conversion 
 feature                              1,212                -       1,421                - 
Equity and other contracts            1,753            1,478       1,974            1,311 
                                 ----------  ---------------  ----------  --------------- 
                                     26,338           25,946      44,986           42,078 
                                 ----------  ---------------  ----------  --------------- 
Total recognised derivative 
 assets/liabilities                  33,125           30,464      56,557           48,676 
                                 ----------  ---------------  ----------  --------------- 
 
 
(1)  Restated - see notes 1 and 28. 
 

The Group reduces exposure to credit risk by using master netting agreements and by obtaining cash collateral. Of the derivative assets of GBP33,125 million at 31 December 2013 (31 December 2012: GBP56,557 million), GBP19,479 million (31 December 2012: GBP38,158 million) are available for offset under master netting arrangements. These do not meet the criteria under IAS 32 to enable derivative assets to be presented net of these balances. Of the remaining derivative assets of GBP13,646 million (31 December 2012: GBP18,399 million), cash collateral of GBP3,188 million (31 December 2012: GBP5,429 million) was held and a further GBP2,372 million (31 December 2012: GBP1,387 million) was due from Organisation for Economic Co-operation and Development (OECD) banks.

The embedded equity conversion feature of GBP1,212 million (31 December 2012: GBP1,421 million) reflects the value of the equity conversion feature contained in the Enhanced Capital Notes issued by the Group in 2009; the loss of GBP209 million arising from the change in fair value in 2013 (2012: gain of GBP249 million) is included within net trading income.

   11.       Loans and advances to customers 
 
                                                         At            At 
                                                31 December   31 December 
                                                       2013          2012 
                                                       GBPm          GBPm 
 
Agriculture, forestry and fishing                     6,051         5,531 
Energy and water supply                               4,414         3,321 
Manufacturing                                         7,650         8,530 
Construction                                          7,024         7,526 
Transport, distribution and hotels                   22,294        26,568 
Postal and communications                             2,364         1,397 
Property companies                                   44,277        52,388 
Financial, business and other services               44,807        49,190 
Personal: 
    Mortgages                                       335,611       337,879 
    Other                                            23,230        28,334 
Lease financing                                       4,435         6,477 
Hire purchase                                         5,090         5,334 
                                               ------------  ------------ 
                                                    507,247       532,475 
Allowance for impairment losses on loans and 
 advances (note 12)                                (11,966)      (15,250) 
                                               ------------  ------------ 
Total loans and advances to customers               495,281       517,225 
                                               ------------  ------------ 
 

Loans and advances to customers include advances securitised under the Group's securitisation and covered bond programmes. Further details are given in note 13.

   12.       Allowance for impairment losses on loans and receivables 
 
                                          Year ended    Year ended 
                                         31 December   31 December 
                                                2013          2012 
                                                GBPm          GBPm 
 
Opening balance                               15,459        19,022 
Exchange and other adjustments                   291         (388) 
Adjustment on disposal of businesses           (176)             - 
Advances written off                         (6,314)       (8,780) 
Recoveries of advances written off in 
 previous years                                  456           858 
Unwinding of discount                          (351)         (374) 
Charge to the income statement (note 
 5)                                            2,726         5,121 
                                        ------------  ------------ 
Balance at end of year                        12,091        15,459 
                                        ------------  ------------ 
 
In respect of: 
Loans and advances to banks                        -             3 
Loans and advances to customers (note 
 11)                                          11,966        15,250 
Debt securities (note 14)                        125           206 
                                        ------------  ------------ 
Balance at end of year                        12,091        15,459 
                                        ------------  ------------ 
 
   13.       Securitisations and covered bonds 

The Group's principal securitisation and covered bond programmes, together with the balances of the loans subject to these arrangements and the carrying value of the notes in issue, are listed in the table below.

 
                                       31 December 2013         31 December 2012 
                                    -----------------------  ---------------------- 
                                        Loans and               Loans and 
                                         advances  Notes in      advances  Notes in 
                                      securitised     issue   securitised     issue 
Securitisation programmes(1)                 GBPm      GBPm          GBPm      GBPm 
 
UK residential mortgages                   55,998    36,286        80,125    57,285 
US residential mortgage-backed 
 securities                                     -         -           185       221 
Commercial loans                           10,931    11,259        15,024    14,110 
Irish residential mortgages                     -         -         5,189     3,509 
Credit card receivables                     6,314     3,992         6,974     3,794 
Dutch residential mortgages                 4,381     4,508         4,547     4,682 
Personal loans                              2,729       750         4,412     2,000 
PPP/PFI and project finance loans             525       106           688       104 
Motor vehicle loans                             -         -         1,039     1,086 
                                     ------------            ------------ 
                                           80,878    56,901       118,183    86,791 
                                     ------------            ------------ 
Less held by the Group                             (38,288)                (58,732) 
                                                   --------                -------- 
Total securitisation programmes 
 (note 18)                                           18,613                  28,059 
                                                   --------                -------- 
 
Covered bond programmes 
                                     ------------  --------  ------------  -------- 
Residential mortgage-backed                59,576    36,473        91,420    64,593 
Social housing loan-backed                  2,536     1,800         2,927     2,400 
                                     ------------  --------  ------------  -------- 
                                           62,112    38,273        94,347    66,993 
                                     ------------            ------------ 
Less held by the Group                              (7,606)                (26,320) 
                                                   --------                -------- 
Total covered bond programmes 
 (note 18)                                           30,667                  40,673 
                                                   --------                -------- 
 
Total securitisation and covered 
 bond programmes                                     49,280                  68,732 
                                                   --------                -------- 
 
 
(1)  Includes securitisations utilising a combination of external funding 
      and credit default swaps. 
 

Securitisation programmes

Loans and advances to customers and debt securities classified as loans and receivables include loans securitised under the Group's securitisation programmes, the majority of which have been sold by subsidiary companies to bankruptcy remote structured entities. As the structured entities are funded by the issue of debt on terms whereby the majority of the risks and rewards of the portfolio are retained by the subsidiary, the structured entities are consolidated fully and all of these loans are retained on the Group's balance sheet, with the related notes in issue included within debt securities in issue (note 18).

Covered bond programmes

Certain loans and advances to customers have been assigned to bankruptcy remote limited liability partnerships to provide security to issues of covered bonds by the Group. The Group retains all of the risks and rewards associated with these loans and the partnerships are consolidated fully with the loans retained on the Group's balance sheet and the related covered bonds in issue included within debt securities in issue (note 18).

Cash deposits of GBP13,500 million (31 December 2012: GBP19,691 million) held by the Group are restricted in use to repayment of the debt securities issued by the structured entities, the term advances relating to covered bonds and other

legal obligations.

   13.       Securitisations and covered bonds (continued) 

Asset-backed conduits

In addition to the structured entities detailed above, the Group sponsors three asset-backed conduits: Argento, Cancara and Grampian, which invest in debt securities (notes 14 and 15) and client receivables (note 11).

   14.       Debt securities classified as loans and receivables 

Debt securities classified as loans and receivables comprise:

 
                                                      At            At 
                                             31 December   31 December 
                                                    2013          2012 
                                                    GBPm          GBPm 
 
Asset-backed securities: 
    Mortgage-backed securities                       333         3,927 
    Other asset-backed securities                    740         1,150 
Corporate and other debt securities                  407           402 
                                            ------------  ------------ 
                                                   1,480         5,479 
Allowance for impairment losses (note 12)          (125)         (206) 
                                            ------------  ------------ 
Total                                              1,355         5,273 
                                            ------------  ------------ 
 
   15.       Available-for-sale financial assets 
 
                                                                  At            At 
                                                         31 December   31 December 
                                                                2013          2012 
                                                                GBPm          GBPm 
 
Asset-backed securities                                        2,178         2,284 
Other debt securities: 
                                                        ------------  ------------ 
    Bank and building society certificates of deposit            208           188 
    Government securities                                     38,290        25,555 
    Corporate and other debt securities                        1,855         1,848 
                                                        ------------  ------------ 
                                                              40,353        27,591 
Equity shares                                                    570           528 
Treasury and other bills                                         875           971 
Total                                                         43,976        31,374 
                                                        ------------  ------------ 
 
   16.       Other assets 
 
 
                                                 2013  2012(1) 
                                                 GBPm     GBPm 
 
Assets arising from reinsurance contracts 
 held                                             732    2,320 
Deferred acquisition and origination costs        130      774 
Settlement balances                             2,904    1,332 
Corporate pension asset                         9,984    6,353 
Investments in joint ventures and associates      101      313 
Assets of disposal groups (note 8)              7,988      194 
Other assets and prepayments                    5,187    7,212 
                                               ------  ------- 
Total other assets                             27,026   18,498 
                                               ------  ------- 
 
 
(1)  Restated - see notes 1 and 28. 
 
   17.       Customer deposits 
 
                                                            At            At 
                                                   31 December   31 December 
                                                          2013          2012 
                                                          GBPm          GBPm 
 
Non-interest bearing current accounts                   40,802        36,909 
Interest bearing current accounts                       77,789        65,202 
Savings and investment accounts                        265,422       261,573 
Liabilities in respect of securities sold under 
 repurchase agreements                                   2,978         4,433 
Other customer deposits                                 54,320        58,795 
                                                  ------------  ------------ 
Total                                                  441,311       426,912 
                                                  ------------  ------------ 
 
   18.       Debt securities in issue 
 
                                 31 December 2013               31 December 2012(1) 
                          -------------------------------  ----------------------------- 
                             At fair 
                               value                        At fair 
                             through                          value 
                              profit          At            through          At 
                                  or   amortised             profit   amortised 
                                loss        cost    Total   or loss        cost    Total 
                                GBPm        GBPm     GBPm      GBPm        GBPm     GBPm 
 
Medium-term notes 
 issued                        5,267      23,921   29,188     5,700      29,537   35,237 
Covered bonds (note 
 13)                               -      30,667   30,667         -      40,673   40,673 
Certificates of deposit            -       8,866    8,866         -      11,087   11,087 
Securitisation notes 
 (note 13)                         -      18,613   18,613         -      28,059   28,059 
Commercial paper                   -       5,035    5,035         -       7,897    7,897 
                               5,267      87,102   92,369     5,700     117,253  122,953 
                            --------  ----------  -------  --------  ----------  ------- 
 
 
 
(1)  Restated - see notes 1 and 28. 
 
   19.       Other liabilities 
 
 
                                                   2013  2012(1) 
                                                   GBPm     GBPm 
 
Settlement balances                               3,358    2,040 
Unitholders' interest in Open Ended Investment 
 Companies                                       22,219   33,651 
Liabilities of disposal groups (note 8)           7,302      214 
Other creditors and accruals                      7,728   10,888 
                                                 ------  ------- 
Total other liabilities                          40,607   46,793 
                                                 ------  ------- 
 
 
(1)  Restated - see notes 1 and 28. 
 
   20.       Post-retirement defined benefit schemes 

The Group's post-retirement defined benefit scheme obligations are comprised as follows:

 
                                                          At            At 
                                                 31 December   31 December 
                                                        2013       2012(1) 
                                                        GBPm          GBPm 
 
Defined benefit pension schemes: 
 - Fair value of scheme assets                        32,568        30,367 
 - Present value of funded obligations              (33,355)      (31,324) 
                                                ------------  ------------ 
 - Net pension scheme liability                        (787)         (957) 
Other post-retirement defined benefit schemes          (211)         (207) 
                                                ------------  ------------ 
Net retirement benefit liability                       (998)       (1,164) 
                                                ------------  ------------ 
 
 
Recognised on the balance sheet as: 
Retirement benefit assets                  98      741 
Retirement benefit obligations        (1,096)  (1,905) 
                                      -------  ------- 
Net retirement benefit liability        (998)  (1,164) 
                                      -------  ------- 
 
 
(1)  Restated - see notes 1 and 28. 
 

The movement in the Group's net post-retirement defined benefit scheme liability during the year was as follows:

 
                                       GBPm 
 
At 1 January 2013 
 As previously reported               1,567 
 Restatement (see notes 1 and 28)   (2,731) 
                                    ------- 
 Restated                           (1,164) 
Exchange and other adjustments          (6) 
Income statement charge               (503) 
Employer contributions                  811 
Remeasurement                         (136) 
                                    ------- 
At 31 December 2013                   (998) 
                                    ------- 
 
   20.       Post-retirement defined benefit schemes (continued) 

The charge to the income statement in respect of pensions and other post-retirement benefit schemes is comprised

as follows:

 
                                                2013   2012 
                                                GBPm   GBPm 
 
Past service cost (credit) (note 4)              104  (250) 
Current service cost                             399    360 
                                                ----  ----- 
Defined benefit pension schemes                  503    110 
Defined contribution schemes                     255    229 
                                                ----  ----- 
Total charge to the income statement (note 4)    758    339 
                                                ----  ----- 
 

The principal assumptions used in the valuations of the defined benefit pension scheme were as follows:

 
                                                           At            At 
                                                  31 December   31 December 
                                                         2013          2012 
                                                            %             % 
 
Discount rate                                            4.60          4.60 
Rate of inflation: 
 Retail Prices Index                                     3.30          2.90 
 Consumer Price Index                                    2.30          2.00 
Rate of salary increases                                 2.00          2.00 
Weighted-average rate of increase for pensions 
 in payment                                              2.80          2.70 
 

The application of the revised assumptions as at 31 December 2013 to the Group's principal post-retirement defined benefit schemes has resulted in a remeasurement of GBP136 million which has been recognised in other comprehensive income, net of deferred tax of GBP28 million.

   21.       Subordinated liabilities 

The Group's subordinated liabilities are comprised as follows:

 
                                             At            At 
                                    31 December   31 December 
                                           2013          2012 
                                           GBPm          GBPm 
 
Preference shares                           876         1,385 
Preferred securities                      4,301         4,394 
Undated subordinated liabilities          1,916         1,927 
Enhanced Capital Notes                    8,938         8,947 
Dated subordinated liabilities           16,281        17,439 
                                   ------------ 
Total subordinated liabilities           32,312        34,092 
                                   ------------  ------------ 
 

The movement in subordinated liabilities during the year was as follows:

 
 
                                            2013    2012 
                                            GBPm    GBPm 
 
Opening balance                           34,092  35,089 
New issues during the year                 1,500     128 
Repurchases and redemptions during the 
 year                                    (2,442)   (857) 
Foreign exchange and other movements       (838)   (268) 
                                         -------  ------ 
At end of year                            32,312  34,092 
                                         -------  ------ 
 
   22.       Share capital 

Movements in share capital during the year were as follows:

 
                                                 Number 
                                              of shares 
                                              (million)   GBPm 
 
Ordinary shares of 10p each 
At 1 January 2013                                70,343  7,034 
Issued in the year (see below)                    1,025    103 
At 31 December 2013                              71,368  7,137 
                                             ----------  ----- 
 
Limited voting ordinary shares of 10p each 
At 1 January and 31 December 2013                    81      8 
Total share capital                                      7,145 
                                                         ----- 
 

Of the shares issued in the year, 713 million shares were issued in relation to the payment of coupons on certain hybrid capital securities; the remaining 312 million shares issued were in respect of employee share schemes.

   23.       Reserves 
 
                                                      Other reserves 
                                         ----------------------------------------- 
                                  Share  Available-  Cash flow      Merger          Retained 
                                premium    for-sale    hedging   and other   Total   profits 
                                   GBPm        GBPm       GBPm        GBPm    GBPm      GBPm 
                                         ----------  ---------  ---------- 
 
At 1 January 
 2013 
  As previously 
   reported                      16,872         399        350      12,153  12,902     7,183 
  Restatement (see 
   notes 1 and 28)                    -           -          -           -       -   (2,103) 
                               --------  ----------  ---------  ----------  ------  -------- 
  Restated                       16,872         399        350      12,153  12,902     5,080 
Issue of ordinary 
 shares                             407           -          -           -       -         - 
Loss for the 
 year                                 -           -          -           -       -     (838) 
Post-retirement 
 defined benefit 
 scheme remeasurements 
 (net of tax)                         -           -          -           -       -     (108) 
Movement in treasury 
 shares                               -           -          -           -       -     (480) 
Value of employee 
 services: 
  Share option 
   schemes                            -           -          -           -       -       142 
  Other employee 
   award schemes                      -           -          -           -       -       292 
Change in fair 
 value of available-for-sale 
 assets (net of 
 tax)                                 -       (591)          -           -   (591)         - 
Change in fair 
 value of hedging 
 derivatives 
 (net of tax)                         -           -      (909)           -   (909)         - 
Transfers to 
 income statement 
 (net of tax)                         -       (423)      (496)           -   (919)         - 
Exchange and 
 other                                -           -          -         (6)     (6)         - 
                                         ----------  ---------  ---------- 
At 31 December 
 2013                            17,279       (615)    (1,055)      12,147  10,477     4,088 
                               --------  ----------  ---------  ----------  ------  -------- 
 
 
   24.       Provisions for liabilities and charges 

Payment protection insurance

Following the unsuccessful legal challenge by the BBA against the Financial Services Authority (FSA) and the Financial Ombudsman Service (FOS), the Group made provisions totalling GBP6,775 million in 2011 and 2012 against the costs of paying redress to customers in respect of past sales of PPI policies, including the related administrative expenses.

During 2013 average monthly customer initiated complaints have continued to fall. Good progress has also been made in the planned proactive mailings. There have been some adverse trends (as detailed below), and a further GBP3,050 million has been added to the provision, of which GBP500 million was at the half year; GBP750 million in the third quarter and GBP1,800 million at the year end. This brings the total amount provided to GBP9,825 million, of which approximately GBP2,090 million relates to anticipated administrative expenses. As at 31 December 2013, GBP2,807 million of the provision remained unutilised (29 per cent of total provision) relative to an average monthly spend including administration costs in the last six months of GBP230 million. The increase of GBP3,050 million in 2013, and the overall provision, is underpinned by the following drivers:

-- Volumes of customer initiated complaints (after excluding complaints from customers where no PPI policy was held) - at 31 December 2012, the provision assumed a total of 2.3 million complaints would be received. Average monthly volumes in 2013 decreased by 54 per cent compared to 2012, and fourth quarter volumes fell in line with the Group's revised end third quarter expectations. However, following further statistical modelling and the results of a customer survey, the Group is now forecasting a slower decline in future volumes than previously expected. A further provision of GBP870 million was therefore made during the year to reflect this. Approximately 2.5 million complaints have been received to date, with the provision assuming approximately 550,000 in the future compared to an average run-rate of approximately 37,000 per month in the last three months. The table below details the historical complaint trends.

 
 Average monthly complaint volumes - reactive 
 Q1 2012   Q2 2012   Q3 2012   Q4 2012   Q1 2013   Q2 2013   Q3 2013   Q4 2013 
 109,893   130,752   110,807    84,751    61,259    54,086    49,555    37,457 
 

-- Proactive Mailing resulting from Past Business Reviews (PBR) - the Group is proactively mailing customers where it has been identified that there was a risk of potential mis-sale. During the year, further groups of customers have been added to the proactive mailing exercise increasing the scope to 2.8 million policies, including approximately 300,000 additional policies in the second half. This, combined with higher than expected response rates from customers covered by the proactive mailing, resulted in a further provision of GBP470 million for the full year to reflect the additional cost incurred to date and in relation to future mailings.

-- Uphold rates - average uphold rates per policy have increased from 61 per cent during the first half to 80 per cent for the last six months, with an average of 81 per cent in the fourth quarter. This reflects the impact of changes to the complaint handling policy, in part following consultation with the Financial Conduct Authority (FCA) and feedback from the FOS. In addition to this, there was a greater proportion of proactive mailing complaints received during the period for which uphold rates are higher. The provision assumes a slightly higher uphold rate going forward to allow for further embedding of complaint handling policy changes. The impact of higher uphold rates has resulted in a GBP335 million increase to the provision.

-- Average redress- the average redress paid per policy has been relatively stable, but remains higher than expected by approximately GBP160 per policy due to the product and age mix of the complaints. This has resulted in an additional provision of GBP135 million.

-- Re-review of previously handled cases - previously reviewed complaints are being assessed to ensure consistency with the current complaint handling policy. At 31 December 2012 the expected level of re-review was minimal. During 2013, and most notably in the fourth quarter, this has increased to approximately 590,000 cases at an estimated cost of GBP460 million.

   24.       Provisions for liabilities and charges (continued) 

-- Expenses - given the update to volume related assumptions, the Group has also increased its estimate for administrative expenses which comprise complaint handling costs and costs arising from cases subsequently referred to the FOS, by GBP780 million.

An Enforcement Team of the FCA is investigating the Group's governance of third party suppliers and potential failings in the PPI complaint handling process. A provision of GBP50 million has been made in respect of the likely administration costs of responding to the FCA's inquiries. It is not possible at this stage to make any assessment of what, if any, additional liability may result from the investigation.

Since the commencement of the PPI redress programme in 2011 the Group estimates that it has contacted, settled or provided for approximately 40 per cent of the policies sold since 2000, covering both customer-initiated complaints and actual and expected proactive mailings undertaken by the Group. The total amount provided for PPI represents the Group's best estimate of the likely future costs, albeit a number of risks and uncertainties remain, in particular complaint volumes, uphold rates, average redress paid, the scope and cost of proactive mailings and remediation, and the outcome of the FCA Enforcement Team investigation. The cost of these factors could differ materially from the Group's estimates and the assumptions underpinning them and could result in a further provision being required.

Key metrics and sensitivities are highlighted in the table below:

 
                                      To date unless 
 Sensitivities(1)                              noted     Future   Sensitivity 
-----------------------------------  ---------------  ---------  -------------- 
 
 Customer initiated complaints 
  since origination (m)                          2.5        0.5   0.1 = GBP200m 
 Proactive Mailing: - number 
  of policies (m) (2)                           1.66       1.19   0.1 = GBP45m 
             - response rate(3)                  37%        31%   1% = GBP20m 
 Average uphold rate per policy(4)               80%        83%   1% = GBP15m 
 Average redress paid per upheld                                  GBP100 = 
  policy(5)                                 GBP1,600   GBP1,600    GBP110m 
                                                                  1 Case = 
 Remediation cases (k)                            21        569    GBP770 
                                                                  1 Case = 
 Administrative expenses (GBPm)                1,410        680    GBP500 
 FOS Referral Rate(6)                            35%        36%   1%= GBP4m 
 FOS Overturn Rate(7)                            49%        33%   1%= GBP2m 
 
 
(1)  All sensitivities exclude claims where no PPI policy was held. 
(2)  To date volume includes customer initiated complaints. 
(3)  Metric has been adjusted to include mature mailings only, and exclude 
      expected customer initiated complaints. Future response rates are 
      expected to be lower than experienced to date as mailings to higher 
      risk customers have been prioritised. 
(4)  The percentage of complaints where the Group finds in favour of 
      the customer. This is a blend of proactive and customer initiated 
      complaints. The 80 per cent uphold rate is based on the latest 
      six months to December 2013. 
(5)  The amount that is paid in redress in relation to a policy found 
      to have been mis-sold, comprising, where applicable, the refund 
      of premium, compound interest charged and interest at 8 per cent 
      per annum. Actuals are based on six months to December 2013. 
      The accumulation of interest on future redress is expected to 
      be offset by the mix shifting away from more expensive cases. 
(6)  The percentage of cases reviewed by the Group that are subsequently 
      referred to the FOS by the customer. A complaint is considered 
      mature when six months have elapsed since initial decision. Actuals 
      are based on decisions made by the Group during January to June 
      2013 and subsequently referred to the FOS. 
(7)  The percentage of complaints referred where the FOS arrive at a 
      different decision to the Group. Actuals are based on six months 
      to December 2013. The future overturn rate is expected to be lower 
      due to changes in the case review process implemented during 2013 
      which has resulted in a higher uphold rate as noted above. In turn 
      this reduces the number / percentage of cases likely to be overturned 
      by the FOS. 
 
   24.       Provisions for liabilities and charges (continued) 

Other regulatory provisions

Litigation in relation to insurance branch business in Germany

Clerical Medical Investment Group Limited (CMIG) has received a number of claims in the German courts, relating to policies issued by CMIG but sold by independent intermediaries in Germany, principally during the late 1990s and early 2000s. Following decisions in July 2012 from the Federal Court of Justice (FCJ) in Germany the Group recognised a further provision of GBP150 million in its accounts for the year ended 31 December 2012 bringing the total amount provided to GBP325 million. During the half-year to 30 June 2013 the Group has charged a further GBP75 million with respect to this litigation increasing the total provision to GBP400 million. The remaining unutilised provision as at 31 December 2013 is GBP246 million.

However, there are still a number of uncertainties as to the full impact of the FCJ's decisions, and the validity of any of the claims facing CMIG will turn upon the facts and circumstances in respect of each claim. As a result the ultimate financial effect, which could be significantly different from the current provision, will only be known once there is further clarity with respect to a range of legal issues and factual determinations involved in these claims and/or all relevant claims have been resolved.

Interest rate hedging products

In June 2012, a number of banks, including the Group, reached agreement with the FSA (now FCA) to carry out a review of sales made since 1 December 2001 of interest rate hedging products (IRHP) to certain small and medium-sized businesses. As at 31 December 2013 the Group had identified 1,771 sales of IRHPs to customers within scope of the agreement with the FCA which are being reviewed and, where appropriate, redressed. The Group agreed that on conclusion of this review it would provide redress to any in-scope customers where appropriate.

The Group provided GBP400 million in its accounts for the year ended 31 December 2012 for the estimated cost of redress and related administration costs, based on a pilot review that had been conducted at the time. In the final quarter of 2013, a significant number of additional cases were reviewed, providing a larger and more representative sample from which to estimate the total cost of the review. As a result, an additional provision of GBP130 million has been recognised. During the same period, the Group confirmed it would pay any redress due to in-scope customers before any consequential loss claims had been outlined and agreed with them. At 31 December 2013, the total amount provided for the cost of redress and related administration costs is GBP530 million of which GBP162 million had been utilised. No provision has been recognised in relation to claims from customers which are not covered by the agreement with the FCA, or incremental claims from customers within the scope of the review. These will be monitored and future provisions will be recognised to the extent an obligation resulting in a probable outflow is identified.

Other regulatory matters

In the course of its business, the Group is engaged in discussions with the PRA, FCA and other UK and overseas regulators and governmental authorities in relation to a range of matters; a provision is held against the costs expected to be incurred as a result of the conclusions reached. In 2013 the provision was increased by a further GBP200 million, in respect of matters affecting the Retail, Commercial, and Wealth and Asset Finance businesses, bringing the total amount charged to GBP300 million of which GBP75 million had been utilised at 31 December 2013. This increase reflects the Group's assessment of a limited number of matters under discussion, none of which currently is individually considered financially material in the context of the Group.

   25.       Contingent liabilities and commitments 

Interchange fees

On 24 May 2012, the General Court of the European Union (the General Court) upheld the European Commission's 2007 decision that an infringement of EU competition law had arisen from arrangements whereby MasterCard issuers charged a uniform fallback multilateral interchange fee (MIF) in respect of cross border transactions in relation to the use of a MasterCard or Maestro branded payment card.

MasterCard has appealed the General Court's judgment to the Court of Justice of the European Union. MasterCard is supported by several card issuers, including the Group. Judgment is not expected until the summer of 2014 or later.

In parallel:

- the European Commission is also considering further action, and has proposed legislation to regulate interchange fees, following its 2012 Green Paper (Towards an integrated European market for cards, internet and mobile payments) consultation;

- the European Commission has consulted on commitments proposed by VISA to settle an investigation into whether arrangements adopted by VISA for the levying of the MIF in respect of cross-border credit card payment transactions also infringe European Union competition laws. VISA has proposed inter alia to reduce the level of interchange fees on cross-border credit card transactions to the interim level (30 basis points) also agreed by MasterCard. VISA has previously reached an agreement (which expires in 2014) with the European Commission to reduce the level of interchange fees for cross-border debit card transactions to the interim levels agreed by MasterCard;

- the Office of Fair Trading (OFT) has placed on hold its examination of whether the levels of interchange fees paid by retailers in respect of MasterCard and VISA credit cards, debit cards and charge cards in the UK infringe competition law. The OFT has placed the investigation on hold pending the outcome of the MasterCard appeal to the Court of Justice of the European Union; and

- the UK Government held a consultation in 2013, Opening Up UK Payments. The consultation included a proposal to legislate to introduce a new economic regulator with responsibility for payment systems, including three and four party card schemes, and a role in setting or approving interchange fees.

The ultimate impact of the investigations and any regulatory or legislative developments on the Group can only be known at the conclusion of these investigations and any relevant appeal proceedings and once regulatory or legislative proposals are more certain.

Investigations and litigation relating to interbank offered rates, and other reference rates

A number of government agencies in the UK, US and elsewhere, including the UK Financial Conduct Authority, the Serious Fraud Office, the US Commodity Futures Trading Commission, the US Securities and Exchange Commission, the US Department of Justice and a number of State Attorneys General, as well as the European and Swiss Competition Commissions, are conducting investigations into submissions made by panel members to the bodies that set various interbank offered rates including the BBA London Interbank Offered Rates (LIBOR) and the European Banking Federation's Euribor, along with other reference rates. Certain Group companies were (at the relevant times) and remain members of various panels whose members make submissions to these bodies including the BBA LIBOR panels. No Group company is or was a member of the Euribor panel. Certain Group companies have received subpoenas and requests for information from certain government agencies and the Group is co-operating with their investigations.

Certain Group companies, together with other panel banks, have also been named as defendants in private lawsuits, including purported class action suits, in the US in connection with their roles as panel banks contributing to the setting of US Dollar LIBOR. The claims have been asserted by plaintiffs claiming to have had an interest in various types of financial instruments linked to US Dollar LIBOR. The allegations in these cases, the majority of which have been coordinated for pre-trial purposes in multi-district litigation proceedings (MDL) in the US District Court for the Southern District of New York (the 'District Court'), are substantially similar to each other. The lawsuits allege violations of the Sherman Antitrust Act, the Racketeer Influenced and Corrupt Organizations Act (RICO) and the Commodity Exchange Act (CEA), as well as various state statutes and common law doctrines. Certain of the plaintiffs' claims have been dismissed by the District Court, various motions directed to the sufficiency of their pleading of certain claims are still pending, and many of these cases have been stayed by order of the District Court.

   25.       Contingent liabilities and commitments (continued) 

The Group is also reviewing its activities in relation to the setting of certain foreign exchange daily benchmark rates, following the FCA's publicised initiation of an investigation into other financial institutions in relation to this activity. In addition, the Group, together with a number of other banks, has been named as a defendant in several actions in the District Court, in which the plaintiffs allege that the defendants manipulated WM/Reuters foreign exchange rates in violation of US antitrust laws. The time-frame for the Group and the other defendants to move to dismiss these claims has not yet been set.

It is currently not possible to predict the scope and ultimate outcome on the Group of the various regulatory investigations, private lawsuits or any related challenges to the interpretation or validity of any of the Group's contractual arrangements, including their timing and scale.

Financial Services Compensation Scheme

The Financial Services Compensation Scheme (FSCS) is the UK's independent statutory compensation fund of last resort for customers of authorised financial services firms and pays compensation if a firm is unable or likely to be unable to pay claims against it. The FSCS is funded by levies on the authorised financial services industry. Each deposit-taking institution contributes towards the FSCS levies in proportion to their share of total protected deposits on 31 December of the year preceding the scheme year, which runs from 1 April to 31 March.

Following the default of a number of deposit takers in 2008, the FSCS borrowed funds from HM Treasury to meet the compensation costs for customers of those firms. Although the substantial majority of this loan, which totalled approximately GBP17 billion at 31 March 2013, will be repaid from funds the FSCS receives from asset sales, surplus cash flow or other recoveries in relation to the assets of the firms that defaulted, any shortfall will be funded by deposit-taking participants of the FSCS. In July 2013, the FSCS confirmed that it expects to raise compensation costs levies of approximately GBP1.1 billion on all deposit-taking participants over a three year measurement period from 2012 to 2014 to enable it to repay the balance of the HM Treasury loan which matures in 2016. The Group has provided for its share of the 2012 and 2013 element of the levy. The amount of future compensation costs levies payable by the Group depends on a number of factors including participation in the market at 31 December, the level of protected deposits and the population of deposit-taking participants.

Investigation into Bank of Scotland and report on HBOS

The FSA's enforcement investigation into Bank of Scotland plc's Corporate division between 2006 and 2008 concluded with the publication of a Final Notice on 9 March 2012. No financial penalty was imposed on the Group or Bank of Scotland plc. On 12 September 2012 the FSA confirmed it was starting work on a public interest report on HBOS. That report is currently expected to be published in 2014.

US shareholder litigation

In November 2011 the Group and two former members of the Group's Board of Directors were named as defendants in a purported securities class action filed in the United States District Court for the Southern District of New York. The complaint asserted claims under the Securities Exchange Act of 1934 in connection with alleged material omissions from statements made in 2008 in connection with the acquisition of HBOS. In October 2012 the court dismissed the complaint. The plaintiffs' appeal against this decision was dismissed on 19 September 2013 and the time limit for further appeals expired in December 2013.

US-Swiss tax programme

The US Department of Justice (the DOJ) and the Swiss Federal Department of Finance announced on 29 August 2013 a programme (the Programme) for Swiss banks to obtain resolution concerning their status in connection with on-going investigations by the DOJ into individuals and entities that use foreign (i.e. non-U.S.) bank accounts to evade U.S. taxes and reporting requirements, and individuals and entities that facilitate or have facilitated the evasion of such taxes and reporting requirements. Swiss banks that choose to participate have to notify the DOJ of their election to categorise their relevant banking operations according to one of a number of defined categories under the Programme.

   25.       Contingent liabilities and commitments (continued) 

The Group, which carried out private banking operations in Switzerland prior to disposing of these operations in November 2013, has notified the DOJ of its elected categorisation on the basis that while it believes it has operated in full compliance with all US federal tax laws, there remains the possibility that certain of its clients may not have declared their assets in compliance with such laws. The Group will continue to co-operate with the DOJ under the terms of the Programme. However, at this time, it is not possible to predict the ultimate outcome of the Group's participation in the Programme, including the timing and scale of any fine finally payable to the DOJ.

Tax authorities

The Group provides for potential tax liabilities that may arise on the basis of the amounts expected to be paid to tax authorities. This includes open matters where Her Majesty's Revenue and Customs ('HMRC') adopt a different interpretation and application of tax law which might lead to additional tax. The Group has an open matter in relation to a claim for group relief of losses incurred in its former Irish banking subsidiary, which ceased trading on 31 December 2010. In the second half of 2013 HMRC informed the Group that their interpretation of the UK rules, permitting the offset of such losses, denies the claim; if HMRC's position is found to be correct management estimate that this would result in an increase in current tax liabilities of approximately GBP600 million and a reduction in the Group's deferred tax asset of approximately GBP400 million. The Group does not agree with HMRC's position and, having taken appropriate advice, does not consider that this is a case where additional tax will ultimately fall due.

Other legal actions and regulatory matters

In addition, during the ordinary course of business the Group is subject to other threatened and actual legal proceedings (including class or group action claims brought on behalf of customers, shareholders or other third parties), and regulatory challenges, investigations and enforcement actions, both in the UK and overseas. All such material matters are periodically reassessed, with the assistance of external professional advisers where appropriate, to determine the likelihood of the Group incurring a liability. In those instances where it is concluded that it is more likely than not that a payment will be made, a provision is established to management's best estimate of the amount required to settle the obligation at the relevant balance sheet date. In some cases it will not be possible to form a view, either because the facts are unclear or because further time is needed properly to assess the merits of the case and no provisions are held against such matters. However the Group does not currently expect the final outcome of any such case to have a material adverse effect on its financial position, operations or cash flows.

   25.       Contingent liabilities and commitments (continued) 

Contingent liabilities and commitments arising from the banking business

 
                                                                   At            At 
                                                          31 December   31 December 
                                                                 2013          2012 
                                                                 GBPm          GBPm 
 
Contingent liabilities 
Acceptances and endorsements                                      204           107 
Other: 
                                                         ------------  ------------ 
    Other items serving as direct credit substitutes              710           523 
    Performance bonds and other transaction-related 
     contingencies                                              1,966         2,266 
                                                         ------------  ------------ 
                                                                2,676         2,789 
                                                         ------------  ------------ 
Total contingent liabilities                                    2,880         2,896 
                                                         ------------  ------------ 
 
Commitments 
Documentary credits and other short-term trade-related 
 transactions                                                      54            11 
Forward asset purchases and forward deposits 
 placed                                                           440           546 
 
Undrawn formal standby facilities, credit lines 
 and other commitments to lend: 
    Less than 1 year original maturity: 
                                                         ------------  ------------ 
  Mortgage offers made                                          9,559         7,404 
  Other commitments                                            55,002        53,196 
                                                         ------------  ------------ 
                                                               64,561        60,600 
    1 year or over original maturity                           40,616        40,794 
                                                         ------------  ------------ 
Total commitments                                             105,671       101,951 
                                                         ------------  ------------ 
 

Of the amounts shown above in respect of undrawn formal standby facilities, credit lines and other commitments to lend, GBP56,292 million (31 December 2012: GBP52,733 million) was irrevocable.

   26.       Fair values of financial assets and liabilities 

The valuations of financial instruments have been classified into three levels according to the quality and reliability of information used to determine the fair values.

Level 1 portfolios

Level 1 fair value measurements are those derived from unadjusted quoted prices in active markets for identical assets or liabilities. Products classified as level 1 predominantly comprise equity shares, treasury bills and other government securities.

Level 2 portfolios

Level 2 valuations are those where quoted market prices are not available, for example where the instrument is traded in a market that is not considered to be active or valuation techniques are used to determine fair value and where these techniques use inputs that are based significantly on observable market data. Examples of such financial instruments include most over-the-counter derivatives, financial institution issued securities, certificates of deposit and certain

asset-backed securities.

   26.       Fair values of financial assets and liabilities (continued) 

Level 3 portfolios

Level 3 portfolios are those where at least one input which could have a significant effect on the instrument's valuation is not based on observable market data. Such instruments would include the Group's venture capital and unlisted equity investments which are valued using various valuation techniques that require significant management judgement in determining appropriate assumptions, including earnings multiples and estimated future cash flows. Certain of the Group's asset-backed securities and derivatives, principally where there is no trading activity in such securities, are also classified as level 3.

Valuation control framework

Key elements of the valuation control framework, which covers processes for all levels in the fair value hierarchy including level 3 portfolios, include model validation (incorporating pre-trade and post-trade testing), product implementation review and independent price verification. Formal committees meet quarterly to discuss and approve valuations in more judgemental areas.

Transfers into and out of level 3 portfolios

Transfers out of level 3 portfolios arise when inputs that could have a significant impact on the instrument's valuation become market observable; conversely, transfers into the portfolios arise when consistent sources of data cease to

be available.

Valuation methodology

Loans and advances and debt securities measured at fair value through profit or loss and classified as level 2 are valued by discounting expected cash flows using an observable credit spread applicable to the particular instrument. The fair value of non-derivative liabilities measured at fair value through profit or loss and classified as level 2 is calculated in a similar way.

For other level 2 and level 3 portfolios, there is no significant change to what was disclosed in the Group's 2012 annual report and accounts in respect of the valuation methodology (techniques and inputs) applied to such portfolios.

   26.       Fair values of financial assets and liabilities (continued) 

The table below summarises the carrying values of financial assets and liabilities presented on the Group's balance sheet. The fair values presented in the table are at a specific date and may be significantly different from the amounts which will actually be paid or received on the maturity or settlement date.

 
                                              31 December 2013    31 December 2012(1) 
                                             ------------------  --------------------- 
                                              Carrying     Fair     Carrying      Fair 
                                                 value    value        value     value 
                                                  GBPm     GBPm         GBPm      GBPm 
 
Financial assets 
Cash and balances at central 
 banks                                          49,915   49,915       80,298    80,298 
Items in the course of collection 
 from banks                                      1,007    1,007        1,256     1,256 
Trading and other financial 
 assets at fair value through 
 profit or loss                                142,683  142,683      160,620   160,620 
Derivative financial instruments                33,125   33,125       56,557    56,557 
Loans and receivables: 
    Loans and advances to banks                 25,365   25,296       32,757    32,746 
    Loans and advances to customers            495,281  486,495      517,225   506,418 
    Debt securities                              1,355    1,251        5,273     5,402 
Available-for-sale financial 
 instruments                                    43,976   43,976       31,374    31,374 
Financial liabilities 
Deposits from banks                             13,982   14,101       38,405    38,738 
Customer deposits                              441,311  441,855      426,912   428,749 
Items in course of transmission 
 to banks                                          774      774          996       996 
Trading and other financial 
 liabilities at fair value through 
 profit or loss                                 43,625   43,625       33,392    33,392 
Derivative financial instruments                30,464   30,464       48,676    48,676 
Notes in circulation                             1,176    1,176        1,198     1,198 
Debt securities in issue                        87,102   90,803      117,253   122,847 
Liabilities arising from non-participating 
 investment contracts                           27,590   27,590       54,372    54,372 
Financial guarantees                                50       50           48        48 
Subordinated liabilities                        32,312   34,449       34,092    36,382 
 
 
(1)  Restated - see notes 1 and 28. 
 

The Group manages valuation adjustments for its derivative exposures on a net basis; the Group determines their fair values on the basis of their net exposures. In all other cases, fair values of financial assets and liabilities measured at fair value are determined on the basis of their gross exposures.

The following table provides an analysis of the financial assets and liabilities of the Group that are carried at fair value in the Group's consolidated balance sheet, grouped into levels 1 to 3 based on the degree to which the fair value

is observable.

   26.       Fair values of financial assets and liabilities (continued) 

Valuation hierarchy

 
                                         Level 1  Level 2  Level 3    Total 
                                            GBPm     GBPm     GBPm     GBPm 
 
At 31 December 2013 
Trading and other financial 
 assets at fair value 
 through profit or loss: 
Loans and advances to customers                -   21,110        -   21,110 
Loans and advances to banks                    -    8,333        -    8,333 
Debt securities: 
                                         -------  -------  -------  ------- 
Government securities                     20,191      498        -   20,689 
Other public sector securities                 -    1,312      885    2,197 
Bank and building society certificates 
 of deposit                                    -    1,491        -    1,491 
Asset-backed securities: 
    Mortgage-backed securities                30      768        -      798 
    Other asset-backed securities            171      756        -      927 
Corporate and other debt securities          244   18,689    1,687   20,620 
                                         -------  -------  -------  ------- 
                                          20,636   23,514    2,572   46,722 
Equity shares                             64,690       53    1,660   66,403 
Treasury and other bills                       7      108        -      115 
                                         -------  -------  -------  ------- 
Total trading and other financial 
 assets at fair value through 
 profit or loss                           85,333   53,118    4,232  142,683 
                                         -------  -------  -------  ------- 
Available-for-sale financial 
 assets: 
Debt securities: 
                                         -------  -------  -------  ------- 
Government securities                     38,262       28        -   38,290 
Bank and building society certificates 
 of deposit                                    -      208        -      208 
Asset-backed securities: 
    Mortgage-backed securities                 -    1,263        -    1,263 
    Other asset-backed securities              -      841       74      915 
Corporate and other debt securities           56    1,799        -    1,855 
                                         -------  -------  -------  ------- 
                                          38,318    4,139       74   42,531 
Equity shares                                 48      147      375      570 
Treasury and other bills                     852       23        -      875 
                                         -------  -------  -------  ------- 
Total available-for-sale financial 
 assets                                   39,218    4,309      449   43,976 
                                         -------  -------  -------  ------- 
Derivative financial instruments             235   29,871    3,019   33,125 
                                         -------  -------  -------  ------- 
Total financial assets carried 
 at fair value                           124,786   87,298    7,700  219,784 
                                         -------  -------  -------  ------- 
Trading and other financial 
 liabilities at fair value 
 through profit or loss 
Liabilities held at fair value 
 through profit or loss 
 (debt securities)                             -    5,267       39    5,306 
Trading liabilities: 
                                         -------  -------  -------  ------- 
Liabilities in respect of securities 
 sold under repurchase agreements              -   28,902        -   28,902 
Short positions in securities              6,473      417        -    6,890 
Other                                          -    2,527        -    2,527 
                                         -------  -------  -------  ------- 
                                           6,473   31,846        -   38,319 
                                         -------  -------  -------  ------- 
Total trading and other financial 
 liabilities at fair value through 
 profit or loss                            6,473   37,113       39   43,625 
                                         -------  -------  -------  ------- 
Derivative financial instruments             119   29,359      986   30,464 
                                         -------  -------  -------  ------- 
Financial guarantees                           -        -       50       50 
                                         -------  -------  -------  ------- 
Total financial liabilities 
 carried at fair value                     6,592   66,472    1,075   74,139 
                                         -------  -------  -------  ------- 
 

There were no transfers between level 1 and level 2 during the period.

   26.       Fair values of financial assets and liabilities (continued) 

Movements in level 3 portfolio

The table below analyses movements in the level 3 financial assets portfolio.

 
                                                    Trading 
                                                  and other 
                                                  financial                                Total 
                                                  assets at                            financial 
                                                       fair  Available-                   assets 
                                              value through    for-sale                  carried 
                                                     profit   financial  Derivative           at 
                                                    or loss      assets      assets   fair value 
                                                       GBPm        GBPm        GBPm         GBPm 
 
At 1 January 2013                                     3,306         567       2,358        6,231 
Exchange and other adjustments                           21          15           2           38 
Gains recognised in the income 
 statement within other income                          296           -         144          440 
Gains recognised in other comprehensive 
 income within the revaluation 
 reserve in respect of available-for-sale 
 financial assets                                         -          40           -           40 
Purchases                                               582          43         271          896 
Sales                                                 (631)       (224)       (102)        (957) 
Transfers into the level 3 
 portfolio                                              995          12         354        1,361 
Transfers out of the level 
 3 portfolio                                          (337)         (4)         (8)        (349) 
                                             --------------  ----------  ----------  ----------- 
At 31 December 2013                                   4,232         449       3,019        7,700 
                                             --------------  ----------  ----------  ----------- 
Gains recognised in the income 
 statement within other income 
 relating to those assets held 
 at 31 December 2013                                     70           5         159          234 
 

The table below analyses movements in the level 3 financial liabilities portfolio.

 
                                           Trading 
                                         and other 
                                         financial                                    Total 
                                       liabilities                                financial 
                                           at fair                              liabilities 
                                     value through                                  carried 
                                            profit    Derivative    Financial            at 
                                           or loss   liabilities   guarantees    fair value 
                                              GBPm          GBPm         GBPm          GBPm 
 
At 1 January 2013                                -           543           48           591 
Exchange and other adjustments                   -             8            -             8 
(Gains) losses recognised in 
 the income statement within 
 other income                                   10          (30)            3          (17) 
Additions                                       29           262            -           291 
Redemptions                                      -          (29)          (1)          (30) 
Transfers into the level 3 
 portfolio                                       -           233            -           233 
Transfers out of the level 
 3 portfolio                                     -           (1)            -           (1) 
                                    --------------  ------------  -----------  ------------ 
At 31 December 2013                             39           986           50         1,075 
                                    --------------  ------------  -----------  ------------ 
Gains (losses) recognised in 
 the income statement within 
 other income relating to those 
 liabilities held at 31 December 
 2013                                           10          (20)            3           (7) 
 
   26.       Fair values of financial assets and liabilities (continued) 

Sensitivity of level 3 valuations

Valuation techniques applied to many of the Group's level 3 instruments often involve the use of two or more inputs whose relationship is interdependent. The calculation of the effect of reasonably possible alternative assumptions included in the table below reflects such relationships.

The following information relates to significant unobservable inputs in respect of derivatives and debt investments shown in the table that follows:

- Interest rates and inflation rates are referenced in some derivatives where the payoff that the holder of the derivative receives depends on the behaviour of those underlying references through time.

- Credit spreads represent the premium above the benchmark reference instrument required to compensate for lower credit quality; higher spreads lead to a lower fair value.

- Volatility parameters represent key attributes of option behaviour; higher volatilities typically denote a wider range of possible outcomes.

The fair values of certain equity investments, mainly those in the Group's venture capital businesses, are determined by identifying the earnings multiple for comparable companies and applying this multiple to the earnings of the entity whose value is being estimated; a higher earnings multiple will result in a higher fair value.

Reasonably possible alternative assumptions

The following information relates to reasonably possible alternative assumptions shown in the table that follows.

Debt securities

Reasonably possible alternative assumptions have been determined in respect of the Group's structured credit investment by flexing credit spreads.

Derivatives

(i) In respect of the embedded equity conversion feature of the Enhanced Capital Notes, the sensitivity was based on the absolute difference between the actual price of the Enhanced Capital Note and the closest, alternative broker quote available plus the impact of applying a 10 basis points increase/decrease in the market yield used to derive a market price for similar bonds without the conversion feature. The effect of interdependency of the assumptions is not material to the effect of applying reasonably possible alternative assumptions to the valuations of derivative financial instruments.

(ii) Uncollateralised inflation swaps are valued using appropriate discount spreads for such transactions. These spreads are not generally observable for longer maturities. The reasonably possible alternative valuations reflect flexing of the spreads for the differing maturities to alternative values of between 62 basis points and 192 basis points.

(iii) Swaptions are priced using industry standard option pricing models. Such models require interest rate volatilities which may be unobservable at longer maturities. To derive reasonably possible alternative valuations these volatilities have been flexed within a range of 3 per cent to 112 per cent.

Equity and venture capital investments

The valuation techniques used for unlisted equities and venture capital investments vary depending on the nature of the investment. Reasonably possible alternative valuations for these investments have been calculated as follows:

- for valuations derived from earnings multiples, a 10 per cent increase/decrease in the earnings multiple has been applied; and

- for fund investment portfolios, the values of underlying investments have been flexed in line with International Private Equity and Venture Capital Guidelines.

   26.       Fair values of financial assets and liabilities (continued) 
 
                                                                               At 31 December 2013 
                                                                     --------------------------------------- 
                                                                                   Effect of reasonably 
                                                                                    possible alternative 
                                                                                       assumptions(2) 
                                                                               ----------------------------- 
                                       Significant 
                    Valuation           unobservable                 Carrying       Favourable  Unfavourable 
                     technique(s)       inputs             Range(1)     value          changes       changes 
                                                                         GBPm             GBPm          GBPm 
Trading and other financial assets at fair 
 value through profit or loss 
                    Discounted         Credit spreads 
Debt securities      cash flow          (bps)                n/a(3)        18                5           (2) 
Equity and 
 venture capital 
 investments        Market approach    Earnings multiple   0.2/14.6     2,132               70          (70) 
                    -----------------  ------------------ 
 Underlying 
  asset/net 
  asset value 
  (incl. property 
  prices)(4)        n/a                                         n/a       130                -             - 
 -----------------  -------------------------------------  --------  --------  ---------------  ------------ 
Unlisted equities   Underlying 
 and property        asset/net 
 partnerships        asset value 
 in the life         (incl. property 
 funds               prices)(4)        n/a                      n/a     1,952                -             - 
------------------  -----------------  ------------------  --------  -------- 
                                                                        4,232 
                                                                     -------- 
Available-for-sale financial assets 
                    Lead manager 
                     or broker 
Asset-backed         quote/consensus 
 securities          pricing           n/a                      n/a        74                -             - 
------------------  -----------------  ------------------  --------  --------  ---------------  ------------ 
                    Underlying 
                     asset/net 
Equity and           asset value 
 venture capital     (incl. property 
 investments         prices)(4)        n/a                      n/a       375               28          (19) 
------------------  -----------------  ------------------  --------  -------- 
                                                                          449 
                                                                     -------- 
Derivative financial 
 assets 
Embedded equity     Lead manager       Equity conversion 
 conversion          or broker          feature spread 
 feature             quote              (bps)               199/420     1,212               59          (58) 
------------------  -----------------  ------------------  --------  --------  ---------------  ------------ 
                                       Inflation 
                                        swap rate 
                                        - funding 
Interest rate       Discounted          component 
 derivatives         cash flow          (bps)                62/192     1,461               66          (39) 
                    -----------------  ------------------ 
 Option pricing     Interest rate 
  model              volatility                             3%/112%       346                6           (7) 
 -----------------  -------------------------------------  --------  -------- 
                                                                        3,019 
                                                                     -------- 
Financial assets carried at fair 
 value                                                                  7,700 
                                                                     -------- 
Trading and other financial 
 liabilities at fair 
 value through profit 
 or loss                                                                   39                1           (1) 
                                                                     --------  ---------------  ------------ 
Derivative financial 
 liabilities 
                                       Inflation 
                                        swap rate 
                                        - funding 
Interest rate       Discounted          component 
 derivatives         cash flow          (bps)                62/194       754                -             - 
                    -----------------  ------------------ 
 Option pricing     Interest rate 
  model              volatility                             3%/112%       232                -             - 
                                                                     -------- 
                                                                          986 
                                                                     -------- 
Financial guarantees                                                       50 
                                                                     -------- 
Financial liabilities carried at 
 fair value                                                             1,075 
                                                                     -------- 
 
 
(1)  The range represents the highest and lowest inputs used in the 
      level 3 valuations. 
(2)  Where the exposure to an unobservable input is managed on a net 
      basis, only the net impact is shown in the table. 
(3)  A single pricing source is used. 
(4)  Underlying asset/net asset values represent fair value. 
 
   27.       Related party transactions 

UK Government

In January 2009, the UK Government through HM Treasury became a related party of the Company following its subscription for ordinary shares issued under a placing and open offer. As at 31 December 2013, HM Treasury held a 32.7 per cent interest in the Company's ordinary share capital and consequently HM Treasury remained a related party of the Company during the year ended 31 December 2013; this percentage holding has reduced from 39.2 per cent at 31 December 2012 following the UK Government's sale of 4,282 million shares on 17 September 2013 and the impact of issues of ordinary shares.

In accordance with IAS 24, UK Government-controlled entities are related parties of the Group. The Group regards the Bank of England and entities controlled by the UK Government, including The Royal Bank of Scotland Group plc,

Northern Rock (Asset Management) plc and Bradford & Bingley plc, as related parties.

The Group has participated in a number of schemes operated by the UK Government and central banks and made available to eligible banks and building societies.

National Loan Guarantee Scheme

The Group has participated in the UK Government's National Loan Guarantee Scheme, which was launched on 20 March 2012. Through the scheme, the Group is providing eligible UK businesses with discounted funding, subject to continuation of the scheme and its financial benefits, and based on the Group's existing lending criteria. Eligible businesses who have taken up the funding benefit from a 1 per cent discount on their funding rate for a certain

period of time.

Business Growth Fund

In May 2011 the Group agreed, together with The Royal Bank of Scotland plc (and three other non-related parties), to commit up to GBP300 million of equity investment by subscribing for shares in the Business Growth Fund plc which is the company created to fulfil the role of the Business Growth Fund as set out in the British Bankers' Association's Business Taskforce Report of October 2010. At 31 December 2013, the Group had invested GBP64 million (31 December 2012: GBP50 million) in the Business Growth Fund and carried the investment at a fair value of GBP52 million (31 December 2012: GBP44 million).

Big Society Capital

In January 2012 the Group agreed, together with The Royal Bank of Scotland plc (and two other non-related parties), to commit up to GBP50 million each of equity investment into the Big Society Capital Fund. The Fund, which was created as part of the Project Merlin arrangements, is a UK social investment fund. The Fund was officially launched on 3 April 2012 and the Group had invested GBP12 million in the Fund by 31 December 2012 and invested a further GBP11 million during the year ended 31 December 2013.

Funding for Lending

In August 2012, the Group announced its support for the UK Government's Funding for Lending Scheme and confirmed its intention to participate in the scheme. The Funding for Lending Scheme represents a further source of cost effective secured term funding available to the Group. The initiative supports a broad range of UK based customers, providing householders with more affordable housing finance and businesses with cheaper finance to invest and grow. In November 2013, the Group entered into extension letters with the Bank of England to take part in the extension of the Funding for Lending Scheme until the end of January 2015. The extension of the Funding for Lending Scheme focuses on providing businesses with cheaper finance to invest and grow. At 31 December 2013, the Group had drawn down GBP8.0 billion under the Funding for Lending Scheme. A further GBP2.2 billion was drawn in January 2014, which under the Funding for Lending rules counts as funding from the 2013 scheme capacity.

   27.       Related party transactions (continued) 

Help to Buy

On 7 October 2013, Bank of Scotland plc entered into an agreement with The Commissioners of Her Majesty's Treasury by which it agreed that the Halifax Division of Bank of Scotland plc would participate in the Help to Buy Scheme with effect from 11 October 2013 and that Lloyds Bank plc would participate from 3 January 2014. The Help to Buy Scheme is a scheme promoted by the Government and is aimed to encourage participating lenders to make mortgage loans available to customers who require higher loan-to-value mortgages. Halifax and Lloyds are currently participating in the Scheme whereby customers borrow between 90 per cent and 95 per cent of the purchase price.

In return for the payment of a commercial fee, HM Treasury has agreed to provide a guarantee to the lender to cover a proportion of any loss made by the lender arising from a higher loan-to-value loan being made. By 31 December 2013, GBP79 million had been advanced under this scheme.

Central bank facilities

In the ordinary course of business, the Group may from time to time access market-wide facilities provided by central banks.

Other government-related entities

There were no significant transactions with other UK Government-controlled entities (including UK Government-controlled banks) during the year that were not made in the ordinary course of business or that were unusual in their nature or conditions.

Other related party transactions

Sale of securitisation notes

During the year ended 31 December 2013, the Group sold at fair value certain securitisation notes to Lloyds Bank Pension Trust (No. 1) Limited for a consideration of approximately GBP340 million. Following the sale, the Group deconsolidated the relevant securitisation entities recognising a profit of GBP236 million.

Subsequently, the Group entered into a commercially negotiated agreement with Lloyds Bank Pension Trust (No.1) Limited to jointly sell a portfolio of US Residential Mortgage-Backed Securities with a book value of GBP3.5 billion. As a result of selling the portfolio together a price premium was achieved compared to selling the notes separately. Under the terms of the agreement the Group and Lloyds Bank Pension Trust (No.1) Limited agreed to share any price premium achieved above an agreed minimum threshold amount. The joint sale resulted in the Group realising a total pre-tax gain of approximately GBP538 million, of which GBP99 million related to the premium sharing agreement.

St James's Place plc

In March 2013 the Group sold 102 million shares in St. James's Place plc; fees totalling some GBP5 million in relation to the sale were settled by St. James's Place plc.

Other related party transactions for the year ended 31 December 2013 are similar in nature to those for the year ended 31 December 2012.

   28.       Restatement of prior period information 

As explained in note 1, the Group has adopted IFRS 10 Consolidated Financial Statements and Amendments to IAS 19 Employee Benefits (IAS 19R) on 1 January 2013.

The Group has restated information for the preceding comparative period.

The following tables summarise the adjustments arising on the adoption of IAS 19R and IFRS 10 to the Group's:

- income statement, statement of comprehensive income and statement of cash flows for the year ended 31 December 2012;

   -    balance sheet at 31 December 2012; and 
   -    equity at 1 January 2012. 

Consolidated income statement - year ended 31 December 2012

 
 
                                         As previously              IAS 19 
                                              reported  IFRS 10    Revised  Restated 
                                                  GBPm     GBPm       GBPm      GBPm 
 
Interest and similar income                     23,535       13          -    23,548 
Interest and similar expense                  (14,460)  (1,370)          -  (15,830) 
                                         -------------  -------  ---------  -------- 
Net interest income                              9,075  (1,357)          -     7,718 
                                         -------------  -------  ---------  -------- 
Fee and commission income                        4,731     (81)          -     4,650 
Fee and commission expense                     (1,438)      (6)          -   (1,444) 
                                         -------------  -------  ---------  -------- 
Net fee and commission income                    3,293     (87)          -     3,206 
Net trading income                              13,554    1,451          -    15,005 
Insurance premium income                         8,284        -          -     8,284 
Other operating income                           4,700        -          -     4,700 
                                         -------------  -------  ---------  -------- 
Other income                                    29,831    1,364          -    31,195 
                                         -------------  -------  ---------  -------- 
Total income                                    38,906        7          -    38,913 
Insurance claims                              (18,396)        -          -  (18,396) 
                                         -------------  -------  ---------  -------- 
Total income, net of insurance 
 claims                                         20,510        7          -    20,517 
                                         -------------  -------  ---------  -------- 
Regulatory provisions                          (4,175)        -          -   (4,175) 
Other operating expenses                      (11,756)      (1)       (42)  (11,799) 
                                         -------------  -------  ---------  -------- 
Total operating expenses                      (15,931)      (1)       (42)  (15,974) 
                                         -------------  -------  ---------  -------- 
Trading surplus                                  4,579        6       (42)     4,543 
Impairment                                     (5,149)        -          -   (5,149) 
                                                                 --------- 
(Loss) profit before tax                         (570)        6       (42)     (606) 
Taxation                                         (773)      (6)        (2)     (781) 
                                         -------------  -------  ---------  -------- 
Loss for the year                              (1,343)        -       (44)   (1,387) 
                                         -------------  -------  ---------  -------- 
 
Profit attributable to non-controlling 
 interests                                          84        -          -        84 
Loss attributable to equity 
 shareholders                                  (1,427)        -       (44)   (1,471) 
                                         -------------  -------  ---------  -------- 
Loss for the year                              (1,343)        -       (44)   (1,387) 
                                         -------------  -------  ---------  -------- 
 
Basic loss per share                            (2.0)p                        (2.1)p 
Diluted loss per share                          (2.0)p                        (2.1)p 
 
   28.       Restatement of prior period information (continued) 

Consolidated statement of comprehensive income - year ended 31 December 2012

 
                                       As previously             IAS 19 
                                            reported  IFRS 10   Revised  Restated 
                                                GBPm     GBPm      GBPm      GBPm 
 
Loss for the year                            (1,343)        -      (44)   (1,387) 
Other comprehensive income 
Items that will not subsequently 
 be reclassified to profit or 
 loss: 
Post-retirement defined benefit 
 scheme remeasurements: 
                                       -------------  -------  --------  -------- 
    Remeasurements before taxation                 -        -   (2,136)   (2,136) 
    Taxation                                       -        -       491       491 
                                       -------------  -------  --------  -------- 
                                                   -        -   (1,645)   (1,645) 
Items that may subsequently 
 be reclassified to profit or 
 loss: 
Movements in revaluation reserve 
 in respect of available-for-sale 
 financial assets: 
                                       -------------  -------  --------  -------- 
    Adjustment on transfer from 
     held-to maturity portfolio                1,168        -         -     1,168 
    Change in fair value                         900        -         -       900 
    Income statement transfers 
     in respect of disposals                 (3,547)        -         -   (3,547) 
    Income statement transfers 
     in respect of impairment                     42        -         -        42 
    Other income statement transfers             169        -         -       169 
    Taxation                                     339        -         -       339 
                                       -------------  -------  --------  -------- 
                                               (929)        -         -     (929) 
Movements in cash flow hedging 
 reserve: 
                                       -------------  -------  --------  -------- 
    Effective portion of changes 
     in fair value                               116        -         -       116 
    Net income statement transfers              (92)        -         -      (92) 
    Taxation                                       1        -         -         1 
                                       -------------  -------  --------  -------- 
                                                  25        -         -        25 
Currency translation differences 
 (tax: nil)                                     (14)        -         -      (14) 
                                       -------------  -------  --------  -------- 
Other comprehensive income 
 for the year, 
 net of tax                                    (918)        -   (1,645)   (2,563) 
                                       -------------  -------  --------  -------- 
Total comprehensive income 
 for the year                                (2,261)        -   (1,689)   (3,950) 
                                       -------------  -------  --------  -------- 
 
Total comprehensive income 
 attributable to non-controlling 
 interests                                        82        -         -        82 
Total comprehensive income 
 attributable to equity shareholders         (2,343)        -   (1,689)   (4,032) 
                                       -------------  -------  --------  -------- 
Total comprehensive income 
 for the year                                (2,261)        -   (1,689)   (3,950) 
                                       -------------  -------  --------  -------- 
 
   28.       Restatement of prior period information (continued) 

Consolidated cash flow statement - year ended 31 December 2012

 
 
                                        As previously              IAS 19 
                                             reported  IFRS 10    Revised  Restated 
                                                 GBPm     GBPm       GBPm      GBPm 
 
(Loss) profit before tax                        (570)        6       (42)     (606) 
Adjustments for: 
    Change in operating assets                 48,333    (528)          -    47,805 
    Change in operating liabilities          (46,681)      528          -  (46,153) 
    Non-cash and other items                    2,045      (6)         42     2,081 
    Tax paid                                     (78)        -          -      (78) 
                                        -------------  -------  ---------  -------- 
Net cash used in operating 
 activities                                     3,049        -          -     3,049 
 
Cash flows from investing activities 
                                        -------------  -------  ---------  -------- 
Purchase of financial assets                 (22,050)        -          -  (22,050) 
Proceeds from sale and maturity 
 of financial assets                           37,664        -          -    37,664 
Purchase of fixed assets                      (3,003)        -          -   (3,003) 
Proceeds from sale of fixed 
 assets                                         2,595        -          -     2,595 
Acquisition of businesses, 
 net of cash acquired                            (11)        -          -      (11) 
Disposal of businesses, net 
 of cash disposed                                  37        -          -        37 
                                        -------------  -------  ---------  -------- 
Net cash provided by investing 
 activities                                    15,232        -          -    15,232 
 
Cash flows from financing activities 
                                        -------------  -------  ---------  -------- 
Dividends paid to non-controlling 
 interests                                       (56)        -          -      (56) 
Interest paid on subordinated 
 liabilities                                  (2,577)        -          -   (2,577) 
Proceeds from issue of ordinary 
 shares                                           170        -          -       170 
Repayment of subordinated liabilities           (664)        -          -     (664) 
Change in non-controlling interests                23        -          -        23 
                                        -------------  -------  ---------  -------- 
Net cash used in financing 
 activities                                   (3,104)        -          -   (3,104) 
Effects of exchange rate changes 
 on cash and cash equivalents                     (8)        -          -       (8) 
                                        -------------  -------  ---------  -------- 
Change in cash and cash equivalents            15,169        -          -    15,169 
Cash and cash equivalents at 
 beginning of year                             85,889        -          -    85,889 
                                        -------------  -------  ---------  -------- 
Cash and cash equivalents at 
 end of year                                  101,058        -          -   101,058 
                                        -------------  -------  ---------  -------- 
 
   28.       Restatement of prior period information (continued) 

Consolidated balance sheet at 31 December 2012

 
 
                                      As previously              IAS 19 
                                           reported  IFRS 10    Revised  Restated 
Assets                                         GBPm     GBPm       GBPm      GBPm 
 
Cash and balances at central 
 banks                                       80,298        -          -    80,298 
Items in course of collection 
 from banks                                   1,256        -          -     1,256 
Trading and other financial 
 assets at fair value through 
 profit or loss                             153,990    6,630          -   160,620 
Derivative financial instruments             56,550        7          -    56,557 
Loans and receivables: 
                                      -------------  -------  ---------  -------- 
    Loans and advances to banks              29,417    3,340          -    32,757 
    Loans and advances to customers         517,225        -          -   517,225 
    Debt securities                           5,273        -          -     5,273 
                                      -------------  -------  ---------  -------- 
                                            551,915    3,340          -   555,255 
Available-for-sale financial 
 assets                                      31,374        -          -    31,374 
Investment properties                         5,405        -          -     5,405 
Goodwill                                      2,016        -          -     2,016 
Value of in-force business                    6,800        -          -     6,800 
Other intangible assets                       2,792        -          -     2,792 
Tangible fixed assets                         7,342        -          -     7,342 
Current tax recoverable                         354        -          -       354 
Deferred tax assets                           4,285        -        628     4,913 
Retirement benefit assets                     1,867        -    (1,126)       741 
Other assets                                 18,308      190          -    18,498 
                                      -------------  -------  ---------  -------- 
Total assets                                924,552   10,167      (498)   934,221 
                                      -------------  -------  ---------  -------- 
 
   28.       Restatement of prior period information (continued) 

Consolidated balance sheet at 31 December 2012 (continued)

 
 
                                             As previously              IAS 19 
                                                  reported  IFRS 10    Revised  Restated 
                                                      GBPm     GBPm       GBPm      GBPm 
Equity and liabilities 
Liabilities 
Deposits from banks                                 38,405        -          -    38,405 
Customer deposits                                  426,912        -          -   426,912 
Items in course of transmission 
 to banks                                              996        -          -       996 
Trading and other financial 
 liabilities at fair value through 
 profit or loss                                     35,972  (2,580)          -    33,392 
Derivative financial instruments                    48,665       11          -    48,676 
Notes in circulation                                 1,198        -          -     1,198 
Debt securities in issue                           117,369    (116)          -   117,253 
Liabilities arising from insurance 
 contracts and 
 participating investment contracts                 82,953        -          -    82,953 
Liabilities arising from non-participating 
 investment contracts                               54,372        -          -    54,372 
Unallocated surplus within 
 insurance businesses                                  267        -          -       267 
Other liabilities                                   33,941   12,852          -    46,793 
Retirement benefit obligations                         300        -      1,605     1,905 
Current tax liabilities                                138        -          -       138 
Deferred tax liabilities                               327        -          -       327 
Other provisions                                     3,961        -          -     3,961 
Subordinated liabilities                            34,092        -          -    34,092 
                                             -------------  -------  ---------  -------- 
Total liabilities                                  879,868   10,167      1,605   891,640 
 
Equity 
                                             -------------  -------  ---------  -------- 
Share capital                                        7,042        -          -     7,042 
Share premium account                               16,872        -          -    16,872 
Other reserves                                      12,902        -          -    12,902 
Retained profits                                     7,183        -    (2,103)     5,080 
                                             -------------  -------  ---------  -------- 
Shareholders' equity                                43,999        -    (2,103)    41,896 
Non-controlling interests                              685        -          -       685 
                                             -------------  -------  ---------  -------- 
Total equity                                        44,684        -    (2,103)    42,581 
                                             -------------  -------  ---------  -------- 
Total equity and liabilities                       924,552   10,167      (498)   934,221 
                                             -------------  -------  ---------  -------- 
 

Equity at 1 January 2012

 
 
                            As previously              IAS 19 
                                 reported  IFRS 10    Revised  Restated 
                                     GBPm     GBPm       GBPm      GBPm 
 
Share capital                       6,881        -          -     6,881 
Share premium account              16,541        -          -    16,541 
Other reserves                     13,818        -          -    13,818 
Retained profits                    8,680        -      (414)     8,266 
                            -------------  -------  ---------  -------- 
Shareholders' equity               45,920        -      (414)    45,506 
Non-controlling interests             674        -          -       674 
                            -------------  -------  ---------  -------- 
Total equity                       46,594        -      (414)    46,180 
                            -------------  -------  ---------  -------- 
 
   29.       Future accounting developments 

The following pronouncements may have a significant effect on the Group's financial statements but are not applicable for the year ending 31 December 2013 and have not been applied in preparing these financial statements. Save as disclosed below, the full impact of these accounting changes is being assessed by the Group.

 
Pronouncement                    Nature of change                               IASB effective 
                                                                                 date 
-------------------------------  ---------------------------------------------  -------------- 
Amendments to IAS                Inserts application guidance to address        Annual periods 
 32 Financial Instruments:        inconsistencies identified in applying         beginning on 
 Presentation - 'Offsetting       the offsetting criteria used in the            or after 1 
 Financial Assets and             standard. Some gross settlement systems        January 2014 
 Financial Liabilities'           may qualify for offsetting where 
                                  they exhibit certain characteristics 
                                  akin to net settlement. This amendment 
                                  is not expected to have a significant 
                                  impact on the Group. 
-------------------------------  ---------------------------------------------  -------------- 
Amendments to IAS                Provides relief from discontinuing             Annual periods 
 39 Financial Instruments:        hedge accounting in circumstances              beginning on 
 Recognition and Measurement      where a derivative designated as               or after 1 
 - 'Novation of Derivatives       a hedging instrument is novated to             January 2014 
 and Continuation of              a central counterparty as a consequence 
 Hedge Accounting'                or introduction of laws or regulations. 
                                  These amendments are not expected 
                                  to have a significant impact on the 
                                  Group. 
-------------------------------  ---------------------------------------------  -------------- 
IFRIC 21 Levies(1)               Clarifies that the obligating event            Annual periods 
                                  that gives rise to a liability to              beginning on 
                                  pay a government levy is the activity          or after 1 
                                  that triggers the payment of the               January 2014 
                                  levy as set out in the relevant legislation. 
                                  An entity does not have a constructive 
                                  obligation to pay a levy that will 
                                  be triggered by operating in a future 
                                  period. This interpretation is not 
                                  expected to have a significant impact 
                                  on the Group. 
-------------------------------  ---------------------------------------------  -------------- 
IFRS 9 Financial Instruments(1,  Replaces those parts of IAS 39 Financial       Date yet to 
 2)                               Instruments: Recognition and Measurement       be determined 
                                  relating to the classification, measurement 
                                  and derecognition of financial assets 
                                  and liabilities and hedge accounting. 
                                  IFRS 9 requires financial assets 
                                  to be classified into two measurement 
                                  categories, fair value and amortised 
                                  cost, on the basis of the objectives 
                                  of the entity's business model for 
                                  managing its financial assets and 
                                  the contractual cash flow characteristics 
                                  of the instruments and eliminates 
                                  the available-for-sale financial 
                                  asset and held-to-maturity investment 
                                  categories in IAS 39. The requirements 
                                  for derecognition are broadly unchanged 
                                  from IAS 39. The standard also retains 
                                  most of the IAS 39 requirements for 
                                  financial liabilities except for 
                                  those designated at fair value through 
                                  profit or loss whereby that part 
                                  of the fair value change attributable 
                                  to the entity's own credit risk is 
                                  recorded in other comprehensive income. 
                                  The hedge accounting requirements 
                                  are more closely aligned with risk 
                                  management practices and follow a 
                                  more principle-based approach. 
-------------------------------  ---------------------------------------------  -------------- 
 
 
(1)  As at 13 February 2014, these pronouncements are awaiting EU endorsement. 
(2)  IFRS 9 is the standard which will replace IAS 39. Further changes 
      to IFRS 9 are expected dealing with impairment of financial assets 
      measured at amortised cost, which will be based on expected rather 
      than incurred credit losses, and limited amendments to classification 
      and measurement which include the introduction of a third measurement 
      category, fair value through other comprehensive income. Until 
      the standard is complete, it is not possible to determine the overall 
      impact of the standard on the financial statements. 
 
   30.       Other information 

In accordance with the Listing Rules of the UK Listing Authority, these preliminary annual results have been agreed with the Company's auditors, PricewaterhouseCoopers LLP, and the Directors have not been made aware of any likely modification to the auditors' report to be included with the annual report and accounts for the year ended 31 December 2013. The financial information in these financial statements, which was approved by the Directors on 12 February 2014, does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006.

Statutory accounts for the year ended 31 December 2012 have been delivered to the Registrar of Companies. The auditors' report on those accounts was unqualified, did not include an emphasis of matter paragraph and did not include a statement under section 498 of the Companies Act 2006.

CONTACTS

For further information please contact:

INVESTORS AND ANALYSTS

Charles King

Investor Relations Director

020 7356 3537

charles.king@finance.lloydsbanking.com

Douglas Radcliffe

Head of Operations and Reporting

020 7356 1571

douglas.radcliffe@finance.lloydsbanking.com

CORPORATE AFFAIRS

Matthew Young

Group Corporate Affairs Director

020 7356 2231

matt.young@lloydsbanking.com

Ed Petter

Group Media Relations Director

020 8936 5655

ed.petter@lloydsbanking.com

Copies of this news release may be obtained from Investor Relations, Lloyds Banking Group plc, 25 Gresham Street, London EC2V 7HN. The full news release can also be found on the Group's website - www.lloydsbankinggroup.com.

Registered office: Lloyds Banking Group plc, The Mound, Edinburgh, EH1 1YZ

Registered in Scotland no. 95000

This information is provided by RNS

The company news service from the London Stock Exchange

END

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