TIDM68FF

RNS Number : 9085B

HBOS PLC

25 February 2011

HBOS plc

Results Announcement

For the year to 31 December 2010

Member of the Lloyds Banking Group

FORWARD LOOKING STATEMENTS

This announcement contains forward looking statements with respect to the business, strategy and plans of HBOS plc, its current goals and expectations relating to its future financial condition and performance. Statements that are not historical facts, including statements about the HBOS Group or the HBOS 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 events and depend on circumstances that will occur in the future. The HBOS 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 risks, uncertainties and other factors, including, without limitation, UK domestic and global economic and business conditions; the ability to derive cost savings and other benefits, as well as the ability to integrate the HBOS Group successfully into the Lloyds Banking Group; the ability to access sufficient funding to meet the HBOS Group's liquidity needs; changes to the HBOS plc's or Lloyds Banking Group plc's credit ratings; risks concerning borrower or counterparty credit quality; market related trends and developments; changing demographic trends; changes in customer preferences; changes to 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 jurisdictions outside the UK, including other European countries and the US; the ability to attract and retain senior management and other employees; requirements or limitations imposed on the HBOS Group as a result of HM Treasury's investment in Lloyds Banking Group plc; the ability to complete satisfactorily the disposal of certain assets as part of the Lloyds Banking Group's EU state aid obligations; the extent of any future impairment charges or write-downs caused by depressed asset valuations; exposure to regulatory scrutiny, legal proceedings or complaints, actions of competitors and other factors. Please refer to Lloyds Banking Group plc's latest Annual Report on Form 20-F filed with the US Securities and Exchange Commission for a discussion of such 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 HBOS Group undertakes no obligation to update any of its forward looking statements.

CONTENTS

 
                                                     Page 
Financial review                                        1 
Principal risks and uncertainties                       3 
Condensed financial statements 
    Consolidated income statement                       8 
    Consolidated statement of comprehensive income      9 
    Consolidated balance sheet                         10 
    Consolidated statement of changes in equity        12 
    Consolidated cash flow statement                   13 
Notes                                                  14 
Contacts                                               31 
 

FINANCIAL REVIEW

Principal activities

HBOS plc (the 'Company') together with its subsidiaries (the 'Group') provide a range of banking and financial services through branches and offices in the UK and overseas.

The Group's revenue is earned through interest and fees on a broad range of financial services products including current and savings accounts, personal loans, credit cards and mortgages within the retail market; loans and capital market products to commercial, corporate and asset finance customers; life, pensions and investment products; general insurance; and private banking and asset management.

Results

The loss before tax decreased by GBP11,037 million, or 84 per cent, from GBP13,088 million to GBP2,051 million. This was primarily due to an improved credit performance, with impairments reducing by GBP10,199 million, from GBP21,077 million to GBP10,878 million.

The trading surplus increased by GBP211 million, or 2 per cent, from GBP8,714 million to GBP8,925 million comprising GBP2,681 million increase in net interest income, a GBP3,659 million decrease in other income, net of insurance claims, and a GBP1,189 million reduction in operating expenses.

Net interest income increased by GBP2,681 million, or 47 per cent, from GBP5,689 million to GBP8,370 million, as margins improved as a result of more mortgage customers moving on to, and remaining on, standard variable-rate terms and from the decrease in interest expense as the HBOS funding held outside of the Lloyds Banking Group continues to mature.

Other income, net of insurance claims, excluding the GBP3,000 million subvention income received in 2009, declined by GBP659 million with reduced gains from liability management transactions, which reduced from GBP2,514 million in 2009 to GBP359 million in 2010. Insurance premium income also decreased by GBP1,264 million due to lower gross premium income received as a result of the withdrawal of certain lower-return products in the second half of 2009, more than offset by insurance claims which were GBP2,170 million lower. Net fee and commission income increased by GBP31 million, or 6 per cent.

Operating expenses reduced by GBP1,189 million, or 17 per cent, from GBP6,870 million to GBP5,681 million, reflecting integration savings, the non-recurrence of the goodwill impairment charges incurred in 2009, reduced staff costs, a GBP316 million pension curtailment gain, and lower operating lease asset depreciation charges arising from lower amounts of operating lease assets, offset by a GBP500 million customer goodwill payments provision.

Impairment losses decreased by GBP10,199 million, or 48 per cent, from GBP21,077 million to GBP10,878 million. This largely reflects the continuing slow recovery of the economy, improved quality of new business and effective portfolio management and the benefit of action taken in 2009, offset by significant impairments incurred in the Group's business in Ireland. On 31 December 2010, Bank of Scotland (Ireland) Limited (BOSI) was merged into Bank of Scotland plc (BOS), a subsidiary of HBOS plc, by virtue of a merger by absorption of a wholly-owned subsidiary pursuant to the Companies (Cross-Border Mergers) Regulations 2007. As a consequence of the merger, all of the assets and liabilities of BOSI were transferred to BOS and BOSI was dissolved without going into liquidation.

Loans and advances to customers decreased by GBP22,710 million, or 6 per cent, from GBP404,075 million to GBP381,365 million reflecting the Group's strategy to reduce assets associated with non-relationship lending. Excluding loans to fellow group undertakings, loans and advances reduced by GBP32,654 million, or 8 per cent.

FINANCIAL REVIEW(continued)

Customer deposits decreased by GBP15,619 million, or 7 per cent, from GBP232,023 million to GBP216,404 million resulting in a slight increase in the ratio of customer loans to customer deposits from 174 per cent at 31 December 2009 to 176 per cent at 31 December 2010.

Debt securities in issue decreased by GBP18,397 million, or 15 per cent, from GBP119,157 million to GBP100,760 million as funding requirements decreased in line with reductions in asset balances.

Shareholders' equity increased by GBP975 million from GBP24,885 million to GBP25,860 million as capital injections and gains on available-for-sale assets and other reserves offset the Group's loss attributable to equity shareholders of GBP2,351 million.

At the end of December 2010, the Group's capital ratios increased with a total capital ratio on a Basel II basis of 14.1 per cent (compared to 11.3 per cent at 31 December 2009) and a tier 1 ratio of 11.4 per cent (compared to 9.1 per cent at 31 December 2009). During 2010, risk-weighted assets decreased by GBP72,032 million to GBP252,613 million. This reflects lower lending volumes across all banking divisions, a revised assessment of retail secured lending risk-weighted assets following improvements in the economic outlook and changes introduced as a result of continuing the process of integrating regulatory capital approaches which have impacted particularly on wholesale businesses.

PRINCIPAL RISKS AND UNCERTAINTIES

At present the most significant risks faced by the Group are:

Credit

Definition: The risk of reductions in earnings and/or value, through financial loss, as a result of the failure of the party with whom the Group has contracted to meet its obligations (both on and off balance sheet).

Features: Arising in the retail, wholesale and wealth and international operations, reflecting the risks inherent in the Group's lending activities and to a much lesser extent in the insurance operations in respect of investment of own funds. Adverse changes in the credit quality of the Group's UK and/or international borrowers and counterparties, or in their behaviour, would be expected to reduce the value of the Group's assets and materially increase the Group's write-downs and allowances for impairment losses. Credit risk can be affected by a range of factors, including, inter alia, increased unemployment, reduced asset values, increased personal or corporate insolvency levels, reduced corporate profits, increased interest rates or higher tenant defaults. Over the last three years, the global banking crisis and economic downturn has driven cyclically high bad debt charges. These have arisen from the Group's lending to:

-- Wholesale customers (including those in wealth and international operations): where companies continue to face difficult business conditions, resulting in elevated corporate default levels, illiquid commercial property markets and heightened impairment charges. The Group has high levels of exposure in both the UK and internationally, including Ireland, USA, and Australia. There are particular concentrations to financial institutions and commercial real estate, including secondary and tertiary locations.

-- Retail customers: this portfolio will remain strongly linked to the economic environment, with inter alia house prices falls, unemployment increases, consumer over-indebtedness and rising interest rates all likely to impact both secured and unsecured retail exposures.

The Group follows a through the economic cycle, relationship based, business model with risk management processes, appetites and experienced staff in place.

Legal and regulatory

Definition: Legal and regulatory risk is the risk of reductions in earnings and/ or value, through financial or reputational loss, from failing to comply with the laws, regulations or codes applicable.

Features: Legal and regulatory exposure is driven by the significant volume of current legislation and regulation within the UK and overseas with which the Group has to comply, along with new or proposed legislation and regulation which needs to be reviewed, assessed and embedded into day-to-day operational and business practices across the Group as a whole. This is particularly the case in the current market environment, which is witnessing increased levels of government and regulatory intervention in the banking sector.

At the time of the acquisition of the Company by Lloyds Banking Group the Office of Fair Trading (OFT) identified some competition concerns in the UK personal current accounts and mortgages markets for SME banking in Scotland. The OFT reiterated that it would keep these under review and consider whether to refer any banking markets to the Competition Commission if it identifies any prevention, restriction or distortion of competition.

PRINCIPAL RISKS AND UNCERTAINTIES (continued)

The UK Government appointed an Independent Commission on Banking to review possible structural measures to reform the banking system and promote stability and competition. That commission will publish its final report by the end of September 2011. The Treasury Select Committee is conducting an examination of competition in retail banking. It is too early to quantify the potential impact of these developments on the Group.

From April 2011, lead regulation and supervision of the Group's activities will begin transitioning from the FSA to the new Financial Conduct Authority for conduct of business supervision and the Prudential Regulatory Authority for capital and liquidity supervision. In addition, from 2011, the European Banking Authority, the European Insurance and Occupational Pensions Authority and the European Securities and Markets Authority as new EU Supervisory Authorities are likely to have greater influence on regulatory approaches across the EU. These could lead to changes in how the Group is regulated and supervised on a day-to-day basis.

Evolving capital and liquidity requirements continue to be a priority for the Group. In September 2010 and further clarified in December 2010, the Basel Committee on Banking Supervision put forward proposals for a reform package which changes the regulatory capital and liquidity standards, the definition of 'capital', introduces new definitions for the calculation of counterparty credit risk and leverage ratios, additional capital buffers and development of a global liquidity standard. Implementation of these changes is expected to be phased in between 2012 and 2018.

The Lloyds Banking Group is currently assessing the impacts of these regulatory developments and will participate in the consultation and calibration processes to be undertaken by the various regulatory bodies during 2011. The insurance operations are progressing their plans to achieve Solvency II compliance. Lloyds Banking Group continues to work closely with the regulatory authorities and industry associations to ensure that it is able to identify and respond to proposed regulatory changes and mitigate against risks to the Group and its stakeholders.

There is a risk that certain aspects of the Group's business may be determined by the authorities or the courts as not being conducted in accordance with applicable laws or regulations, or with what is fair and reasonable in their opinion. The Group may also be liable for damages to third parties harmed by the conduct of its business.

Liquidity and funding

Definition: Liquidity risk is defined as the risk that the Group has insufficient financial resources to meet its commitments as they fall due, or can only secure them at excessive cost.

Funding risk is defined as the risk that the Group does not have sufficiently stable and diverse sources of funding or the funding structure is inefficient.

Features: Arising in the banking business of the Group through its retail, wholesale and wealth and international operations reflecting the risk that the Group is unable to attract and retain either retail, wholesale or corporate deposits or issue debt securities. Like all major banks, the Group is dependent on confidence in the short and longer term wholesale funding markets; should the Group, due to exceptional circumstances, be unable to continue to source sustainable funding and provide liquidity when necessary, the Group's ability to fund its financial obligations could be impacted.

PRINCIPAL RISKS AND UNCERTAINTIES (continued)

The key dependencies for successfully funding the Group's balance sheet include the continued functioning of the money and capital markets; successful right sizing of the Lloyds Banking Group balance sheet; the continuation of HM Treasury and Bank of England facilities to Lloyds Banking Group in accordance with the terms agreed; limited further deterioration in the UK's Lloyds Banking Group's and the Group's credit rating and no significant or sudden withdrawal of deposits resulting in increased reliance on wholesale funding markets. A return to the extreme market conditions of 2008 would place a strain on the Group's ability to meet its financial commitments.

Additionally, the Lloyds Banking Group has entered into a number of EU state aid related obligations to achieve reductions in certain parts of its balance sheet by the end of 2014. The requirement to meet this deadline may result in the Group having to provide funding to support these asset reductions and/or disposals and may also result in a lower price being achieved.

Liquidity and funding risks are managed within a board approved framework using a range of metrics to monitor the Group's profile against its stated appetite and potential market conditions.

Market risk

Definition: The risk of reductions in earnings and/or value, through financial or reputational loss, from unfavourable market moves; including changes in, and increased volatility of, interest rates, market-implied inflation rates, credit spreads, foreign exchange rates, equity, property and commodity prices.

Features: Market risk is managed within a Board approved framework using a range of metrics to monitor the Group's profile against its stated appetite and potential market conditions.

The principal market risks are as follows:

-- There is a risk to the Group's banking income arising from the level of interest rates and the margin of interbank rates over central bank rates. A further banking risk arises from competitive pressures on product terms in existing loans and deposits, which sometimes restrict the Group in its ability to change interest rates applying to customers in response to changes in interbank and central bank rates.

-- The main equity market risks arise in the life assurance companies and staff pension schemes. Credit spread risk arises in the life assurance companies, pension schemes and banking businesses. Equity market movements and changes in credit spreads impact the Group's results.

-- Continuing concerns about the scale of deficits in Ireland and southern European countries resulted in increased credit spreads in the areas affected, and fears of contagion affected the Euro and widened spreads between central bank and interbank rates.

-- The Group's trading activity is relatively small and is not considered to be a principal risk.

Insurance risk

Definition: The risk of reductions in earnings and/or value, through financial or reputational loss, due to fluctuations in the timing, frequency and severity of insured/underwritten events and to fluctuations in the timing and amount of claims settlements.

Features: The major sources of insurance risk are within the insurance businesses and the staff defined benefit pension schemes.

Insurance risk is inherent in the insurance business and can be affected by customer behaviour. Insurance risks accepted relate primarily to mortality, longevity, morbidity, persistency, expenses, property and unemployment.

The prime insurance risk carried by the Group's defined benefit pension schemes is related to longevity.

PRINCIPAL RISKS AND UNCERTAINTIES (continued)

Insurance risks typically, and longevity in particular, may crystallise gradually over time. Actuarial assumption setting for financial reporting and liability management requires expert judgement as to when sufficient evidence of an emerging trend is sufficient to require an alteration to long-run assumptions.

Customer treatment

Definition: The risk of regulatory censure and/or a reduction in earnings/value, through financial or reputational loss, from inappropriate or poor customer treatment.

Features: Customer treatment and how the Group manages its customer relationships affects all aspects of the Group's operations and is closely aligned with achievement of the Group's strategic aim - to create deep long lasting relationships with its customers. There is currently a high level of scrutiny regarding the treatment of customers by financial institutions from the press, politicians and regulatory bodies.

The FSA continues to drive focus on conduct of business activities and has established a new approach to supervision of Conduct Risk, replacing the previous 'Treating Customers Fairly' initiative for retail customers. Under this new regime the FSA has indicated that it will seek to place greater emphasis on product governance and contract terms in general, and will seek to intervene much earlier in the product lifecycle to prevent customer detriment. The FSA also continues to carry out thematic reviews on a variety of issues across the industry as a whole, for example complaints handling. Lloyds Banking Group actively engages with the regulatory authorities and other stakeholders on these key customer treatment challenges, which includes for example, PPI.

The Group has policies, procedures and governance arrangements in place to facilitate the fair treatment of customers. Since the acquisition of HBOS, the Group has made significant progress in aligning its approach to Treating Customers Fairly across both heritages. In addition the Group has aligned its Treating Customers Fairly governance and management information arrangements, with customer impact being a key factor in assessing every integration proposition. The Group regularly reviews its product range to ensure that it meets regulatory requirements and is competitive in the market place.

People

Definition: The risk of reductions in earnings and/or value, through financial or reputational loss, from inappropriate colleague actions and behaviour, industrial action, legal action in relation to people, or health and safety issues. Loss can also be incurred through failure to recruit, retain, train, reward and incentivise appropriately skilled staff to achieve business objectives and through failure to take appropriate action as a result of staff underperformance.

Features: The Group aims to attract, retain, and develop high calibre talent. Failure to do so presents a significant risk to delivering the Group's overall strategy and is affected by a range of factors including:

-- Ongoing regulatory and public interest in remuneration practices

-- Delivery of the Lloyds Banking Group's integration commitments, and

-- Uncertainty about EU State Aid requirements and the Independent Commission on Banking's proposals for banking reform.

The Group's remuneration arrangements encourage compliant and appropriate behaviour from colleagues, in line with group policies, values and short and long term people risk priorities. The Group has continued to work closely with regulators, and seeks to ensure full compliance with our obligations. However, there is recognition that international consensus must be achieved to avoid UK institutions being significantly disadvantaged in attracting and retaining the highest calibre talent.

PRINCIPAL RISKS AND UNCERTAINTIES (continued)

The Group continues to manage union relationships actively and the majority of colleagues are now on harmonised Terms and Conditions. There is strong ongoing commitment to support and retain colleagues throughout a period of significant integration and organisational change. Active monitoring of the Colleague Engagement Survey, allows the Group to understand engagement levels. These continue to increase and are now exceeding industry benchmarking for high performing organisations.

The Group is closely engaged with the UK Government and regulators on reform proposals, and with the EU on disposal arrangements, to influence and manage colleague uncertainty.

Integration

Definition: The risk that the Group fails to realise the business growth opportunities, revenue benefits, cost synergies, operational efficiencies and other benefits anticipated from, or incurs unanticipated costs and losses associated with, the acquisition of HBOS plc by Lloyds TSB Group plc.

Features: The integration of the two heritage organisations continues to be one of the largest integration challenges that has been seen in the UK financial services industry. While there continue to be delivery risks to the programme, not least the risk of new regulatory requirements which may have an effect on resourcing, the Group is now two years into the integration programme and has a fully developed and functioning governance framework to manage these risks. There is a clear understanding of the phased deliverables to ensure effective delivery through to 2012.

CONSOLIDATED INCOME STATEMENT

 
                                                        2010      2009(1) 
                                           Note  GBP million  GBP million 
 
Interest and similar income                           18,061       18,456 
Interest and similar expense                         (9,691)     (12,767) 
                                                 -----------  ----------- 
Net interest income                                    8,370        5,689 
                                                 -----------  ----------- 
Fee and commission income                              1,480        1,492 
Fee and commission expense                             (964)      (1,007) 
                                                 -----------  ----------- 
Net fee and commission income                            516          485 
Net trading income                                     9,095        8,859 
Insurance premium income                               3,649        4,913 
Subvention income                                          -        3,000 
Other operating income                                 2,127        3,959 
                                                 -----------  ----------- 
Other income                                  2       15,387       21,216 
                                                 -----------  ----------- 
Total income                                          23,757       26,905 
Insurance claims                                     (9,151)     (11,321) 
                                                 -----------  ----------- 
Total income, net of insurance claims                 14,606       15,584 
Operating expenses                            3      (5,681)      (6,870) 
                                                 -----------  ----------- 
Trading surplus                                        8,925        8,714 
Impairment                                    4     (10,878)     (21,077) 
Share of results of joint ventures and 
 associates                                             (98)        (725) 
Loss before tax                                      (2,051)     (13,088) 
Taxation                                      5        (264)        2,698 
                                                 -----------  ----------- 
Loss for the year                                    (2,315)     (10,390) 
                                                 -----------  ----------- 
 
Profit attributable to non-controlling 
 interests                                                36          101 
Loss attributable to equity shareholders             (2,351)     (10,491) 
                                                 -----------  ----------- 
Loss for the year                                    (2,315)     (10,390) 
                                                 -----------  ----------- 
 
 
(1)  Restated - see note 1. 
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 
                                                             2010      2009(1) 
                                                      GBP million  GBP million 
 
Loss for the year                                         (2,315)     (10,390) 
Other comprehensive income 
Movements in revaluation reserve in respect of 
 available-for-sale financial assets: 
    Change in fair value                                      205        2,588 
    Income statement transfers in respect of 
     disposals                                               (52)            3 
    Income statement transfers in respect of 
     impairment                                               641        1,479 
    Other income statement transfers                         (62)        (147) 
    Taxation                                                (231)      (1,048) 
                                                      -----------  ----------- 
                                                              501        2,875 
Movement in cash flow hedging reserve: 
                                                      -----------  ----------- 
    Effective portion of changes in fair value of 
     hedging derivatives                                    (781)        (613) 
    Net income statement transfers                          1,378          895 
    Taxation                                                (174)         (79) 
                                                      -----------  ----------- 
                                                              423          203 
Currency translation differences: 
                                                      -----------  ----------- 
    Currency translation differences, before tax            (204)            5 
    Taxation                                                    -          (4) 
                                                      -----------  ----------- 
                                                            (204)            1 
                                                      -----------  ----------- 
Other comprehensive income for the year, net 
 of tax                                                       720        3,079 
                                                      -----------  ----------- 
Total comprehensive income for the year                   (1,595)      (7,311) 
                                                      -----------  ----------- 
 
Total comprehensive income attributable to 
 non-controlling interests                                     36          101 
Total comprehensive income attributable to equity 
 shareholders                                             (1,631)      (7,412) 
                                                      -----------  ----------- 
Total comprehensive income for the year                   (1,595)      (7,311) 
                                                      -----------  ----------- 
 
 
(1)  Restated - see note 1. 
 

CONSOLIDATED BALANCE SHEET

 
                                        As at         As at        As at 
                                  31 December   31 December    1 January 
                                         2010       2009(1)      2009(1) 
                           Note   GBP million   GBP million  GBP million 
 
Assets 
Cash and balances at 
 central banks                          2,375         2,905        2,502 
Items in course of 
 collection from banks                    319           534          445 
Trading and other 
 financial assets at fair 
 value through profit or 
 loss                         6       103,086       101,908       89,691 
Derivative financial 
 instruments                           30,000        30,919       51,810 
Loans and receivables: 
                                 ------------  ------------  ----------- 
    Loans and advances to 
     banks                             65,170        98,524       16,796 
    Loans and advances to 
     customers                7       381,365       404,075      450,421 
    Debt securities                    23,632        31,468       39,053 
                                 ------------  ------------  ----------- 
                                      470,167       534,067      506,270 
Available-for-sale 
 financial assets                      13,843        21,591       28,048 
Investment properties                   3,356         2,417        3,045 
Investments in joint 
 ventures and associates                  428           393        1,161 
Goodwill                                  850           850        1,556 
Value of in-force 
 business                               3,171         2,986        3,284 
Other intangible assets                    74            97          117 
Tangible fixed assets                   3,482         5,103        5,810 
Current tax recoverable                    64           495          983 
Deferred tax assets                     4,062         4,724        2,832 
Retirement benefit assets    11           152            67           46 
Other assets                            6,323        10,127        7,208 
                                 ------------  ------------  ----------- 
Total assets                          641,752       719,183      704,808 
                                 ------------  ------------  ----------- 
 
 
(1)  Restated - see note 1. 
 

CONSOLIDATED BALANCE SHEET

 
                                          As at         As at        As at 
                                    31 December   31 December    1 January 
                                           2010       2009(1)      2009(1) 
                             Note   GBP million   GBP million  GBP million 
 
Equity and liabilities 
Liabilities 
Deposits from banks                     143,137       179,064       97,150 
Customer deposits                       216,404       232,023      237,449 
Items in course of 
 transmission to banks                      251           495          521 
Trading liabilities                      18,786        27,372       18,851 
Derivative financial 
 instruments                             25,075        25,801       38,905 
Notes in circulation                      1,074           981          957 
Debt securities in issue       10       100,760       119,157      188,448 
Liabilities arising from 
 insurance contracts and 
 participating investment 
 contracts                               40,076        39,234       36,873 
Liabilities arising from 
 non-participating 
 investment contracts                    35,136        30,614       29,057 
Unallocated surplus within 
 insurance businesses                       321           772          551 
Other liabilities                        16,561        17,474       12,151 
Retirement benefit 
 obligations                   11           100           467          562 
Current tax liabilities                     134            29           58 
Deferred tax liabilities                     47           208          227 
Other provisions                            806           258          147 
Subordinated liabilities       12        16,674        19,078       30,119 
                                   ------------  ------------  ----------- 
Total liabilities                       615,342       693,027      692,026 
 
Equity 
                                   ------------  ------------  ----------- 
Share capital                  13         3,763         3,763        1,550 
Share premium account          14        18,655        16,056        6,709 
Other reserves                 14         8,857         8,137      (4,551) 
Retained profits               14       (5,415)       (3,071)        7,774 
                                   ------------  ------------  ----------- 
Shareholders' equity                     25,860        24,885       11,482 
Non-controlling interests                   550         1,271        1,300 
                                   ------------  ------------  ----------- 
Total equity                             26,410        26,156       12,782 
                                   ------------  ------------  ----------- 
Total equity and 
 liabilities                            641,752       719,183      704,808 
                                   ------------  ------------  ----------- 
 
 
(1)  Restated - see note 1. 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 
                       Attributable to equity shareholders 
                     ---------------------------------------- 
               Share capital                                          Non- 
                         and     Other  Retained               controlling 
                     premium  reserves   profits        Total    interests     Total 
                         GBP       GBP       GBP                                 GBP 
                     million   million   million  GBP million  GBP million   million 
 
Balances as at 1 
January 2009: 
    As previously 
     stated            8,259   (5,616)     8,839       11,482        1,300    12,782 
    Prior year 
     adjustment(1)         -     1,065   (1,065)            -            -         - 
                     -------  --------  --------  -----------  -----------  -------- 
Restated               8,259   (4,551)     7,774       11,482        1,300    12,782 
Comprehensive 
income 
(Loss) profit for 
 the year                  -         -  (10,491)     (10,491)          101  (10,390) 
Other comprehensive 
 income 
                     -------  --------  --------  -----------  -----------  -------- 
Movements in 
 revaluation 
 reserve in respect 
 of 
 available-for-sale 
 financial assets, 
 net of tax                -     2,875         -        2,875            -     2,875 
Movements in cash 
 flow hedging 
 reserve, net of 
 tax                       -       203         -          203            -       203 
Currency 
 translation 
 differences, net 
 of tax                    -         1         -            1            -         1 
                     -------  --------  --------  -----------  -----------  -------- 
Total other 
 comprehensive 
 income                    -     3,079         -        3,079            -     3,079 
                     -------  --------  --------  -----------  -----------  -------- 
Total comprehensive 
 income                    -     3,079  (10,491)      (7,412)          101   (7,311) 
                     -------  --------  --------  -----------  -----------  -------- 
Transactions with 
owners 
                     -------  --------  --------  -----------  -----------  -------- 
Dividends                  -         -     (355)        (355)         (95)     (450) 
Issue of ordinary 
 and preference 
 shares               15,827     9,468         -       25,295            -    25,295 
Redemption of 
 preference shares   (4,267)         -         -      (4,267)            -   (4,267) 
Purchase/sale of 
 treasury shares           -         -        36           36            -        36 
Capital redemption 
 reserve                   -       141     (141)            -            -         - 
Employee share 
option plans: 
    Value of 
     employee 
     services              -         -       106          106            -       106 
Extinguishment of 
 non-controlling 
 interests                 -         -         -            -         (35)      (35) 
                     -------  --------  --------  -----------  -----------  -------- 
Total transactions 
 with owners          11,560     9,609     (354)       20,815        (130)    20,685 
                     -------  --------  --------  -----------  -----------  -------- 
Balance at 31 
 December 2009(1)     19,819     8,137   (3,071)       24,885        1,271    26,156 
Comprehensive 
income 
(Loss) profit for 
 the year                  -         -   (2,351)      (2,351)           36   (2,315) 
Other comprehensive 
 income 
                     -------  --------  --------  -----------  -----------  -------- 
Movements in 
 revaluation 
 reserve in respect 
 of 
 available-for-sale 
 financial assets, 
 net of tax                -       501         -          501            -       501 
Movements in cash 
 flow hedging 
 reserve, net of 
 tax                       -       423         -          423            -       423 
Currency 
 translation 
 differences, net 
 of tax                    -     (204)         -        (204)            -     (204) 
                     -------  --------  --------  -----------  -----------  -------- 
Total other 
 comprehensive 
 income                    -       720         -          720            -       720 
                     -------  --------  --------  -----------  -----------  -------- 
Total comprehensive 
 income                    -       720   (2,351)      (1,631)           36   (1,595) 
                     -------  --------  --------  -----------  -----------  -------- 
Transactions with 
owners 
                     -------  --------  --------  -----------  -----------  -------- 
Dividends                  -         -         -            -         (24)      (24) 
Issue of ordinary 
 shares                2,599         -         -        2,599            -     2,599 
    Employee share 
    option plans: 
    Value of 
     employee 
     services              -         -         7            7            -         7 
Extinguishment of 
 non-controlling 
 interests                 -         -         -            -        (733)     (733) 
Total transactions 
 with owners           2,599         -         7        2,606        (757)     1,849 
                     -------  --------  --------  -----------  -----------  -------- 
Balance as at 31 
 December 2010        22,418     8,857   (5,415)       25,860          550    26,410 
                     -------  --------  --------  -----------  -----------  -------- 
 
 
(1)  Restated - see note 1. 
 

CONSOLIDATED CASH FLOW STATEMENT

 
                                                         2010      2009(1) 
                                                  GBP million  GBP million 
 
Loss before tax                                       (2,051)     (13,088) 
Adjustments for: 
Change in operating assets                             57,056     (48,706) 
Change in operating liabilities                      (70,686)       21,845 
Non-cash and other items                                5,624       20,508 
Tax received (paid)                                       486          289 
                                                  -----------  ----------- 
Net cash (used in) operating activities               (9,571)     (19,152) 
 
Cash flows from investing activities 
                                                  -----------  ----------- 
Purchase of available-for-sale financial assets       (1,561)     (10,944) 
Proceeds from sale and maturity of 
 available-for-sale financial assets                   10,293       16,442 
Purchase of fixed assets                              (1,277)        (275) 
Proceeds from sale of fixed assets                      1,021          687 
Acquisition of businesses, net of cash acquired          (65)        (314) 
Disposal of businesses, net of cash disposed            2,783          259 
                                                  -----------  ----------- 
Net cash provided by investing activities              11,194        5,855 
 
Cash flows from financing activities 
                                                  -----------  ----------- 
Dividends paid to equity shareholders                       -        (355) 
Dividends paid to non-controlling interests              (24)         (95) 
Interest paid on subordinated liabilities               (809)      (1,302) 
Share redemption                                            -      (4,267) 
Proceeds from issue of ordinary shares                      -       25,295 
Proceeds from disposal of own shares                        -           36 
Repayment of subordinated liabilities                   (331)      (8,178) 
Repayment of capital to non-controlling 
 interests                                                  -         (35) 
                                                  -----------  ----------- 
Net cash (used in) provided by financing 
 activities                                           (1,164)       11,099 
Effects of exchange rate changes on cash and 
 cash equivalents                                           -           46 
                                                  -----------  ----------- 
Change in cash and cash equivalents                       459      (2,152) 
Cash and cash equivalents at beginning of year          9,084       11,236 
                                                  -----------  ----------- 
Cash and cash equivalents at end of year                9,543        9,084 
                                                  -----------  ----------- 
 
 
(1)  Restated. 
 

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.

NOTES

 
                                                              Page 
1   Accounting policies, presentation and estimates             15 
2   Other income                                                18 
3   Operating expenses                                          19 
4   Impairment                                                  19 
5   Taxation                                                    20 
    Trading and other financial assets at fair value through 
6    profit or loss                                             20 
7   Loans and advances to customers                             21 
8   Allowance for impairment losses on loans and receivables    21 
9   Securitisations and covered bonds                           22 
10  Debt securities in issue                                    23 
11  Retirement benefit obligations                              23 
12  Subordinated liabilities                                    23 
13  Share capital                                               24 
14  Reserves                                                    24 
15  Contingent liabilities and commitments                      25 
16  Capital ratios                                              28 
17  Related party transactions                                  29 
18  Events after the balance sheet date                         30 
19  Ultimate parent undertaking                                 30 
20  Other information                                           30 
 

1. Accounting policies, presentation and estimates

These financial statements as at and for the year to 31 December 2010 have been prepared in accordance with the Listing Rules of the Financial Services Authority relating to Preliminary Results. They do not include all of the information that will be included in the full annual financial statements. The Group's consolidated financial statements as at and for the year ended 31 December 2010 have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union as applied in accordance with the provisions of the Companies Act 2006. Copies of the 2010 annual report and accounts will be available from 30 March 2011, will be published on the Lloyds Banking Group's website and will be available upon request from Group Secretariat, Lloyds Banking Group plc, 25 Gresham Street, London EC2V 7HN.

The going concern of the Group is dependent on successfully funding its balance sheet and maintaining adequate levels of capital. In order to satisfy themselves that the Group has adequate resources to continue to operate for the foreseeable future, the directors have considered a number of key dependencies which are set out in the Principal risks and uncertainties section under Liquidity and funding on page 4 and additionally have considered projections for the Group's capital and funding position. Taking all of these factors into account, the directors consider that it is appropriate to continue to adopt the going concern basis in preparing the Group's financial statements.

Accounting policies

The accounting policies are consistent with those applied by the Group in its 2009 annual report and accounts except as described below.

During 2010, the International Financial Reporting Interpretations Committee clarified the treatment of amounts previously recognised in equity in respect of assets that were transferred from the available-for-sale category to the loans and receivables category. When an impairment loss is recognised in respect of such transferred financial assets, the unamortised balance of any available-for-sale reserve that remains in equity should be transferred to the income statement and recorded as part of the impairment loss. The Group has changed its accounting policy to reflect this clarification. Under the Group's previous accounting policy, when such a transferred financial asset became impaired, not all of the unamortised amounts previously transferred to equity were recycled to the income statement and therefore continued to be accreted over the expected remaining life of the financial asset. The change in policy is applied retrospectively and the effect on the Group has been to reduce retained profits and increase available-for-sale reserves by GBP1,065 million at 1 January 2009; shareholders' equity is unchanged. The effect on the year ended 31 December 2009 has been to increase the impairment charge by GBP937 million; increase net interest income by GBP186 million; and increase other income by GBP39 million and increase available-for-sale reserves by GBP512 million. These financial statements and capital ratios have been restated accordingly.

Critical accounting estimates and judgements

The preparation of the Group's financial statements requires management to make judgements, estimates and assumptions in applying the accounting policies that affect the reported amounts of assets, liabilities, income and expenses. Due to the inherent uncertainty in making estimates, actual results reported in future periods may be based upon 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.

1. Accounting policies, presentation and estimates (continued)

The nature of the significant judgements made by management in applying the accounting policies and the key sources of estimation uncertainty applied by the Group in these financial statements are the same as those applied by the Group in its 2009 annual report and accounts.

New accounting pronouncements

The Group has adopted the following new standards and amendments to standards which became effective for financial years beginning on or after 1 January 2010. None of these standards or amendments has had a material impact on these financial statements.

(i) IFRS 3 Business Combinations. This revised standard applies prospectively to business combinations from 1 January 2010. The revised standard continues to require the use of the acquisition method of accounting for business combinations. All payments to purchase a business are to be recorded at fair value at the acquisition date, some contingent payments are subsequently remeasured at fair value through income, goodwill may be calculated based on the parent's share of net assets or it may include goodwill related to the non-controlling interest, and all transaction costs are expensed (other than those in relation to the issuance of debt instruments or share capital).

(ii) IAS 27 Consolidated and Separate Financial Statements. Requires the effects of all transactions with non-controlling interests to be recorded in equity if there is no change in control; any remaining interest in an investee is remeasured to fair value in determining the gain or loss recognised in profit or loss where control over the investee is lost.

(iii) IFRIC 17 Distributions of Non-cash Assets to Owners. Provides accounting guidance for non-reciprocal distributions of non-cash assets to owners (and those in which owners may elect to receive a cash alternative).

(iv) Amendment to IAS 39 Financial Instruments: Recognition and Measurement - 'Eligible Hedged Items'. Clarifies how the principles underlying hedge accounting should be applied in particular situations.

(v) Improvements to IFRSs (issued April 2009). Sets out minor amendments to IFRS standards as part of the annual improvements process.

Future accounting developments

The following pronouncements will be relevant to the Group but were not effective at 31 December 2010 and have not been applied in preparing these consolidated financial statements. The full impact of these accounting changes is currently being assessed by the Group.

(i) Amendment to IAS 32 Financial Instruments: Presentation - Classification of Rights Issues. Requires rights issues denominated in a currency other than the functional currency of the issuer to be classified as equity regardless of the currency in which the exercise price is denominated. The amendment is effective for annual periods beginning on or after 1 February 2010.

(ii) Improvements to IFRSs (issued May 2010). Sets out minor amendments to IFRS standards as part of the annual improvements process. The effective dates vary on a standard by standard basis but none are effective any earlier than annual periods beginning on or after 1 July 2010.

1. Accounting policies, presentation and estimates (continued)

(iii) IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments. Clarifies that when an entity renegotiates the terms of its debt with the result that the liability is extinguished by the debtor issuing its own equity instruments to the creditor, a gain or loss is recognised in the income statement representing the difference between the carrying value of the financial liability and the fair value of the equity instruments issued; the fair value of the financial liability is used to measure the gain or loss where the fair value of the equity instruments cannot be reliably measured. This interpretation is effective for annual periods beginning on or after 1 July 2010 and is consistent with the Group's existing accounting policy.

(iv) Amendment to IFRIC 14 Prepayments of a Minimum Funding Requirement. Applies when an entity is subject to minimum funding requirements in respect of its defined benefit plans and makes an early payment of contributions to cover those requirements and permits such an entity to treat the benefit of such an early payment as an asset. The amendment is effective for annual periods beginning on or after 1 January 2011.

(v) IAS 24 Related Party Disclosures. Simplifies the definition of a related party and provides a partial exemption from the disclosure requirements for related party transactions with government related entities. The revised standard is effective for annual periods beginning on or after 1 January 2011.

(vi) Amendments to IFRS 7 Financial Instruments Disclosures - Disclosures - Transfers of Financial Assets. Requires additional disclosures in respect of risk exposures arising from transferred financial assets. The amendment is effective for annual periods beginning on or after 1 July 2011.

(vii) Amendments to IAS 12 Income Taxes - Deferred Tax: Recovery of Underlying Assets. Introduces a rebuttable presumption that investment property measured at fair value is recovered entirely through sale and that deferred tax in respect of such investment property is recognised on that basis. The amendment is effective for annual periods beginning on or after 1 January 2012.

(viii) IFRS 9 Financial Instruments. Replaces those parts of IAS 39 Financial Instruments: Recognition and Measurement relating to the classification, measurement and derecognition of financial assets and liabilities. 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 instrument. The available-for-sale financial asset and held-to-maturity investment categories in the existing IAS 39 will be eliminated. The requirement for financial liabilities and derecognition are broadly unchanged from IAS 39.

IFRS 9 is the initial stage of the project to replace IAS 39. Future stages are expected to result in amendments to IFRS 9 to deal with changes to the impairment of financial assets measured at amortised cost and hedge accounting. Until all stages of the replacement project are complete, it is not possible to determine the overall impact on the financial statements of the replacement of IAS 39. The effective date of the standard is annual periods beginning on or after 1 January 2013.

At the date of this report, IFRS 9, the Amendments to IFRS 7 and the Amendments to IAS 12 are awaiting EU endorsement.

The ultimate parent undertaking, Lloyds Banking Group plc, produces consolidated accounts which set out the basis of the segments through which it manages performance and allocates resources across the consolidated Lloyds Banking Group.

2. Other income

 
                                     2010  2009(1) 
                                     GBPm     GBPm 
 
Fee and commission income: 
                                   ------  ------- 
    Current account fees              343      329 
    Credit and debit card fees        203      212 
    Other fees and commissions        934      951 
                                   ------  ------- 
                                    1,480    1,492 
Fee and commission expense          (964)  (1,007) 
                                   ------  ------- 
Net fee and commission income         516      485 
Net trading income                  9,095    8,859 
Insurance premium income            3,649    4,913 
Subvention income(2)                    -    3,000 
                                   ------  ------- 
Gains on capital transactions(3)      359    2,514 
Other                               1,768    1,445 
                                   ------  ------- 
Other operating income              2,127    3,959 
Total other income                 15,387   21,216 
                                   ------  ------- 
 
 
(1)  Restated - see note 1. 
(2)  During the year ended 31 December 2009, Bank of Scotland plc received 
      a payment of GBP3,000 million from its then fellow subsidiary Lloyds 
      TSB Bank plc, to support its financial and reputational position 
      and to facilitate the ongoing integration of the group's banking 
      operations. 
(3)  During 2010 and 2009, as part of the Lloyds Banking Group's management 
      of capital, the Group exchanged certain existing subordinated debt 
      securities for new securities. In 2010 these exchanges resulted 
      in a gain on extinguishment of the existing liabilities of GBP359 
      million (2009: GBP2,514 million), being the difference between 
      the carrying amount of the securities extinguished and the fair 
      value of the new securities together with related fees and costs. 
 

3. Operating expenses

 
                                                                   2010   2009 
                                                                   GBPm   GBPm 
 
Administrative expenses: 
    Staff costs excluding curtailment gain                        2,460  3,106 
    Curtailment gain(1)                                           (316)      - 
                                                                  -----  ----- 
    Total staff costs                                             2,144  3,106 
    Premises and equipment                                          521    441 
    Customer goodwill payments provision                            500      - 
    Other expenses                                                1,586  1,385 
                                                                  -----  ----- 
                                                                  4,751  4,932 
Depreciation and amortisation: 
                                                                  -----  ----- 
    Tangible fixed assets                                           839  1,087 
    Amortisation of acquired value of in force non-participating 
     investment contracts                                            12     53 
    Intangible assets                                                27     34 
                                                                    878  1,174 
Impairment of tangible fixed assets                                  52      - 
Goodwill impairment                                                   -    764 
                                                                  -----  ----- 
Total operating expenses                                          5,681  6,870 
                                                                  -----  ----- 
 
 
(1)  Following changes by the Group to the terms of its UK defined 
      benefit pension schemes, all future increases to pensionable salary 
      will be capped each year at the lower of: the Retail Prices Index 
      inflation; each employee's actual percentage increase in pay; 
      and 2 per cent of pensionable pay. In addition to this, during 
      the second half of the year there was a change in commutation 
      factors in certain defined benefit schemes. The combined effect 
      of these changes is a reduction in the Group's unrecognised actuarial 
      losses of GBP64 million, resulting in a net curtailment gain of 
      GBP316 million and a reduction in the balance sheet liability. 
 

4. Impairment

 
                                                            2010  2009(1) 
                                                            GBPm     GBPm 
 
Impairment losses on loans and receivables: 
                                                          ------  ------- 
    Loans and advances to customers                       10,786   18,231 
    Debt securities classified as loans and receivables     (19)    1,284 
                                                          ------  ------- 
Impairment losses on loans and receivables (note 
 8)                                                       10,767   19,515 
Impairment of available-for-sale financial assets            100    1,557 
Other credit risk provisions                                  11        5 
                                                          ------  ------- 
Total impairment charged to the income statement          10,878   21,077 
                                                          ------  ------- 
 
 
(1)  Restated - see note 1. 
 

5. Taxation

A reconciliation of the credit that would result from applying the standard UK corporation tax rate to the loss before tax to the tax credit is given below:

 
                                                        2010      2009 
                                                        GBPm      GBPm 
 
Loss before tax                                      (2,051)  (13,088) 
                                                     -------  -------- 
Tax credit thereon at UK corporation tax rate of 
 28 per cent (2009: 28 per cent)                         574     3,665 
Factors affecting credit: 
    UK corporation tax rate change                     (119)         - 
    Goodwill impairment                                    -     (214) 
    Disallowed and non-taxable items                      48       604 
    Overseas tax rate differences                        109     (437) 
    Gains exempted or covered by capital losses           54        10 
    Policyholder interests                             (109)     (141) 
    Adjustments in respect of previous periods           112      (79) 
    Impairment of financial instruments                   36        13 
    Effect of profit (loss) in joint ventures and 
     associates                                         (27)     (200) 
    Losses surrendered for no payment                  (421)         - 
    Tax losses where no deferred tax provided          (526)     (488) 
    Other items                                            5      (35) 
                                                     -------  -------- 
Tax (charge) credit on loss on ordinary activities     (264)     2,698 
                                                     -------  -------- 
 

6. Trading and other financial assets at fair value through profit or loss

 
                                                  2010     2009 
                                                  GBPm     GBPm 
 
Trading assets                                  23,751   27,611 
Other financial assets at fair value through 
 profit or loss: 
                                               -------  ------- 
    Loans and advances to banks                      -      635 
    Debt securities                             18,560   17,328 
    Equity shares                               60,775   56,334 
                                               -------  ------- 
                                                79,335   74,297 
                                               -------  ------- 
                                               103,086  101,908 
                                               -------  ------- 
 

Included in the above is GBP81,013 million (2009: GBP74,040 million) relating to the insurance business.

7. Loans and advances to customers

 
                                                             2010      2009 
                                                             GBPm      GBPm 
 
Agriculture, forestry and fishing                             602       772 
Energy and water supply                                     1,145     1,129 
Manufacturing                                               3,881     6,836 
Construction                                                6,983    11,169 
Transport, distribution and hotels                         23,232    21,496 
Postal and communications                                   1,032     1,449 
Property companies                                         58,092    65,144 
Financial, business and other services                     32,029    36,352 
Personal: 
    Mortgages                                             246,690   252,745 
    Other                                                  16,974    19,518 
Lease financing                                             4,458     4,990 
Hire purchase                                               1,358     3,486 
Due from fellow Group undertakings                         10,205       261 
Total loans and advances to customers before allowance 
 for impairment losses                                    406,681   425,347 
Allowance for impairment losses on loans and 
 advances (note 8)                                       (25,316)  (21,272) 
                                                         --------  -------- 
Total loans and advances to customers                     381,365   404,075 
                                                         --------  -------- 
 

Loans and advances to customers include advances securitised under the Group's securitisation and covered bonds programmes. Further details are given in note 9.

8. Allowance for impairment losses on loans and receivables

 
                                                    2010     2009 
                                                    GBPm     GBPm 
 
Balance at 1 January                              23,272   11,616 
Exchange and other adjustments                       411     (10) 
Disposal of subsidiary undertakings                (149)        - 
Advances written off                             (7,376)  (7,494) 
Recoveries of advances written off in previous 
 years                                                57       36 
Unwinding of discount                              (375)    (391) 
Charge to the income statement (note 4)           10,767   19,515 
Balance at 31 December                            26,607   23,272 
                                                 -------  ------- 
 
In respect of: 
    Loans and advances to customers               25,316   21,272 
    Debt securities                                1,291    2,000 
                                                 -------  ------- 
Balance at 31 December                            26,607   23,272 
                                                 -------  ------- 
 

9. 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 at 31 December, are listed in the table below.

 
                                     2010                    2009 
                            ----------------------  ---------------------- 
 
                                   Gross                   Gross 
                                  assets  Notes in        assets  Notes in 
                             securitised     issue   securitised     issue 
                                    GBPm      GBPm          GBPm      GBPm 
 
Securitisation programmes 
                            ------------  --------  ------------  -------- 
UK residential mortgages         102,801    83,367       104,257    95,228 
US residential 
 mortgage-backed 
 securities                        7,197     7,221         7,897     7,897 
Irish residential 
 mortgages                         6,061     6,191         6,522     6,585 
Credit card receivables            7,372     3,856         5,155     2,699 
Dutch residential 
 mortgages                         4,551     4,415         4,812     4,834 
Personal loans                     3,012     2,011         3,730     2,613 
Commercial loans                     667       633           928       976 
Motor vehicle loans                  926       975           443       470 
                            ------------            ------------ 
                                 132,587   108,669       133,744   121,302 
                            ------------            ------------ 
Less held by the Group                    (78,686)                (87,359) 
                                          --------                -------- 
Total securitisation 
 programmes (note 10)                       29,983                  33,943 
                                          --------                -------- 
 
Covered bond programmes 
Residential 
 mortgage-backed                  55,032    44,271        61,537    49,644 
Social housing 
 loan-backed                       3,377     2,400         3,407     2,976 
                            ------------  --------  ------------  -------- 
                                  58,409    46,671        64,944    52,620 
                            ------------            ------------ 
Less held by the Group                    (17,239)                (23,060) 
                                          --------                -------- 
Total covered bond 
 programmes (note 10)                       29,432                  29,560 
                                          --------                -------- 
Total securitisation and covered bond 
 programmes                                 59,415                  63,503 
                                          --------                -------- 
 

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 special purpose entities (SPEs). As the SPEs 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 SPEs 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. In addition to the SPEs detailed above, the Group sponsors two conduit programmes, Grampian and Landale.

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.

Cash deposits of GBP25,139 million (31 December 2009: GBP24,271 million) held by the Group are restricted in use to repayment of the debt securities issued by the SPEs, covered bonds issued by Bank of Scotland plc and other legal obligations.

10. Debt securities in issue

 
                                    2010     2009 
                                    GBPm     GBPm 
 
Medium-term notes issued          26,963   36,455 
Covered bonds (note 9)            29,432   29,560 
Certificates of deposit            3,062    6,413 
Securitisation notes (note 9)     29,983   33,943 
Commercial paper                  11,320   12,786 
Total debt securities in issue   100,760  119,157 
                                 -------  ------- 
 

11. Retirement benefit obligations

 
                                                          2010     2009 
                                                          GBPm     GBPm 
 
Defined benefit pension schemes 
Present value of funded obligations                    (8,382)  (8,276) 
Fair value of scheme assets                              8,483    7,442 
                                                       -------  ------- 
Net defined benefit pension scheme surplus (deficit)       101    (834) 
Unrecognised actuarial losses                                7      488 
                                                       -------  ------- 
Net recognised defined benefit pension scheme 
 surplus (deficit)                                         108    (346) 
Other post-retirement benefit schemes                     (56)     (54) 
                                                       -------  ------- 
Total amounts recognised in the balance sheet               52    (400) 
                                                       -------  ------- 
 
Amounts recognised in the balance sheet: 
    Retirement benefit assets                              152       67 
    Retirement benefit obligations                       (100)    (467) 
                                                       -------  ------- 
Total amounts recognised in the balance sheet               52    (400) 
                                                       -------  ------- 
 

The net recognised amount in respect of retirement benefit obligations reduced by GBP452 million from a liability of GBP400 million to an asset of GBP52 million reflecting, in particular, the pension curtailment gain of GBP316 million recognised in the year (see note 3).

12. Subordinated liabilities

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

 
                                                 GBPm 
At 1 January 2010                              19,078 
Repurchases and redemptions during the year     (331) 
Foreign exchange and other movements          (2,073) 
                                              ------- 
At 31 December 2010                            16,674 
                                              ------- 
 

As discussed in note 2, the Group took part in a number of capital management exercises; these exercises involved the redemption of certain subordinated liabilities.

13. Share capital

As discussed in note 2, the Group took part in a number of capital management exercises; these exercises involved the issuance by HBOS plc of 2,599,504 ordinary shares.

14. Reserves

 
                                         Other reserves 
                               ----------------------------------- 
                                              Cash   Merger 
                        Share  Available-     flow      and         Retained 
                      premium    for-sale  hedging    other  Total   profits 
                         GBPm        GBPm     GBPm     GBPm   GBPm      GBPm 
                               ----------  -------  ------- 
 
At 1 January 
 2010: 
   As previously 
    stated             16,056     (2,972)    (840)   10,372  6,560   (1,494) 
   Prior year 
    adjustment(1)           -       1,577        -        -  1,577   (1,577) 
                     --------  ----------  -------  -------  -----  -------- 
Restated               16,056     (1,395)    (840)   10,372  8,137   (3,071) 
Issue of ordinary 
 and preference 
 shares                 2,599           -        -        -      -         - 
Loss for the 
 year                       -           -        -        -      -   (2,351) 
Employee share 
 option schemes: 
   Value of 
    employee 
    services                -           -        -        -      -         7 
Change in fair 
 value of 
 available-for-sale 
 assets (net of 
 tax)                       -         501        -        -    501         - 
Change in fair 
 value of hedging 
 derivatives 
 (net of tax)               -           -      423        -    423         - 
Transfers to 
 income statement 
 (net of tax)               -           -        -        -      -         - 
Exchange and 
 other adjustments          -           -        -    (204)  (204)         - 
                               ----------  -------  -------  ----- 
At 31 December 
 2010                  18,655       (894)    (417)   10,168  8,857   (5,415) 
                     --------  ----------  -------  -------  -----  -------- 
 
 
 
(1)  See note 1. 
 

15. Contingent liabilities and commitments

Unarranged overdraft charges

In April 2007, the Office of Fair Trading (OFT) commenced an investigation into the fairness of personal current accounts and unarranged overdraft charges. At the same time, it commenced a market study into wider questions about competition and price transparency in the provision of personal current accounts.

The Supreme Court of the United Kingdom published its judgment in respect of the fairness of unarranged overdraft charges on personal current accounts on 25 November 2009, finding in favour of the litigant banks. On 22 December 2009, the OFT announced that it will not continue its investigation into the fairness of these charges. The Group is working with the regulators to ensure that outstanding customer complaints are concluded as quickly as possible and anticipates that most cases in the county courts will be discontinued. The Group expects that some customers will argue that despite the test case ruling they are entitled to a refund of unarranged overdraft charges on the basis of other legal arguments or challenges. It is not practicable to quantify the claims. The Group is robustly defending any such complaints or claims and does not expect any such complaints or claims to have a material adverse effect on the Group.

The OFT however continued to discuss its concerns in relation to the personal current account market with the banks, consumer groups and other organisations under the auspices of its Market Study into personal current accounts. In October 2009, the OFT published voluntary initiatives agreed with the industry and consumer groups to improve transparency of the costs and benefits of personal current accounts and improvements to the switching process. On 16 March 2010 the OFT published a further update announcing several further voluntary industry wide initiatives to improve a customer's ability to control whether they used an unarranged overdraft and to assist those in financial difficulty. However, in light of the progress it noted in the unarranged overdraft market since July 2007 and the progress it expects to see over the next two years, it has decided to take no further action at this time and will review the unarranged overdraft market again in 2012.

Interchange fees

The European Commission has adopted a formal decision finding that an infringement of European Commission competition laws has arisen from arrangements whereby MasterCard issuers charged a uniform fallback interchange fee in respect of cross-border transactions in relation to the use of a MasterCard or Maestro branded payment card. The European Commission has required that the fee be reduced to zero for relevant cross-border transactions within the European Economic Area. This decision has been appealed to the General Court of the European Union (the General Court). Lloyds TSB Bank plc and Bank of Scotland plc (along with certain other MasterCard issuers) have successfully applied to intervene in the appeal in support of MasterCard's position that the arrangements for the charging of a uniform fallback interchange fee are compatible with European Commission competition laws. MasterCard has announced that it has reached an understanding with the European Commission on a new methodology for calculating intra European Economic Area multi-lateral interchange fees on an interim basis pending the outcome of the appeal. Meanwhile, the European Commission and the UK's OFT are pursuing investigations with a view to deciding whether arrangements adopted by other payment card schemes for the levying of uniform fallback interchange fees in respect of domestic and/or cross-border payment transactions also infringe European Commission and/or UK competition laws. As part of this initiative, the OFT will also intervene in the General Court appeal supporting the European Commission's position and Visa reached an agreement with the European Commission to reduce the level of interchange for cross-border debit card transactions to the interim levels agreed by MasterCard. The ultimate impact of the investigations on the Group can only be known at the conclusion of these investigations and any relevant appeal proceedings.

15. Contingent liabilities and commitments (continued)

Payment protection insurance

There has been extensive scrutiny of the Payment Protection Insurance (PPI) market in recent years.

In October 2010, the UK Competition Commission (Competition Commission) confirmed its decision to prohibit the active sale of PPI by a distributor to a customer within 7 days of a sale of credit. This followed the completion of its formal investigation into the supply of PPI services (other than store card PPI) to non-business customers in the UK in January 2009 and a referral of the proposed prohibition to the Competition Appeal Tribunal. Following an earlier decision to stop selling single premium PPI products, the Group ceased to offer PPI products to its customers in July 2010.

On 1 July 2008, the Financial Ombudsman Service (FOS) referred concerns regarding the handling of PPI complaints to the Financial Services Authority (FSA) as an issue of wider implication. On 29 September 2009 and 9 March 2010, the FSA issued consultation papers on PPI complaints handling. The FSA proposed new guidance on the fair assessment of a complaint and the calculation of redress and a new rule requiring firms to reassess historically rejected complaints. The FSA published its Policy Statement on 10 August 2010, setting out a new set of rules for PPI complaints handling and redress which had to be implemented by 1 December 2010.

On 8 October 2010, the British Bankers Association (BBA), the principal trade association for the UK banking and financial services sector, filed an application for permission to seek judicial review against the FSA and the FOS. The BBA is seeking an order quashing the FSA Policy Statement and an order quashing the decision of the FOS to determine PPI sales in accordance with the guidance published on its website in November 2008. The Judicial Review hearing was held in late January 2011 and the judgment (which may be subject to appeal) is expected shortly.

This legal challenge has affected the implementation of the Policy Statement, since the challenge has called into question the standards to be applied when assessing PPI complaints. As a result of that challenge, a large number of complaints cannot be decided until the outcome of the legal challenge is clear and implemented.

The ultimate impact on the Group of the FSA's complaints handling policy (if implemented in full) and the FOS's most recent approach to PPI complaints could be material to the Group's financial position, although the precise effect can only be assessed once the legal proceedings have been finally determined and the steps the Group may be required to take identified and implemented. In addition, it is not practicable to quantify the potential financial impact of the implementation of the Policy Statement given the material uncertainties around, for example, applicable time periods, the extent of application of root cause analysis, the treatment of evidence and the ultimate emergence period for complaints, driven in large part by the activities of the claims management companies, all of which will significantly affect complaints volumes, uphold rates and redress costs. No provision has been made in these financial statements to reflect implementation of the FSA's complaints handling policy in its current form.

Following concerns expressed by the FSA, it announced in its statement on 29 September 2009 that several firms had agreed to carry out reviews of past sales of single premium loan protection insurance. The Group has agreed in principle that it will undertake a review in relation to sales of single premium loan protection insurance made through its branch network since 1 July 2007. The precise details of the review are still being discussed with the FSA. The ultimate impact on the Group of any review could be material but can only be known at the conclusion of these discussions.

15. Contingent liabilities and commitments (continued)

European Union gender directive

An opt-out clause to the European Union Gender Directive currently permits insurers to take gender into account as a risk factor when pricing contracts. In March 2011, the European Court of Justice is expected to rule on whether this infringes fundamental European rights for equal treatment. If the European Court of Justice rules that the opt-out clause does infringe such rights, it could alter the market and alter prices for insurance products to a significant extent. As at 31 December 2010, no provision has been made for the potential costs of rectifying contracts in existence at 31 December 2010, should this ultimately be required. The ultimate impact on the Group can only be known following the European Court of Justice's ruling. However, the Group does not expect the final outcome of this matter to have a material adverse effect on its financial position.

Other legal proceedings and regulatory matters

In the course of its business, the Group is engaged in discussions with the FSA in relation to a range of conduct of business matters, especially in relation to retail products including packaged bank accounts, mortgages, structured products and pensions. The Group is keen to ensure that any regulatory concerns regarding product governance or contract terms are understood and addressed. The ultimate impact on the Group of these discussions can only be known at the conclusion of such discussions.

In addition, during the ordinary course of business the Group is subject to other threatened and actual legal proceedings (which may include class action lawsuits brought on behalf of customers, shareholders or other third parties), regulatory investigations, regulatory challenges and enforcement actions, both in the UK and overseas. All such material matters are periodically reassessed, with the assistance of external professional advisors 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 matter to have a material adverse effect on its financial position.

Contingent liabilities and commitments arising from the banking business

 
                                                           2010    2009 
                                                           GBPm    GBPm 
 
Contingent liabilities 
Acceptances and endorsements                                  1       5 
Other: 
                                                         ------  ------ 
    Other items serving as direct credit substitutes        103      99 
    Performance bonds and other transaction-related 
     contingencies                                          568   1,263 
                                                         ------  ------ 
                                                            671   1,362 
                                                         ------  ------ 
Total contingent liabilities                                672   1,367 
                                                         ------  ------ 
 
Commitments 
Documentary credits and other short-term trade-related 
 transactions                                                 2      69 
Undrawn formal standby facilities, credit lines 
 and other commitments to lend: 
    Less than 1 year original maturity: 
                                                         ------  ------ 
  Mortgage offers made                                    6,875   6,188 
  Other commitments                                      32,144  30,148 
                                                         ------  ------ 
                                                         39,019  36,336 
    1 year or over original maturity                     17,323  17,673 
                                                         ------  ------ 
Total commitments                                        56,344  54,078 
                                                         ------  ------ 
 

16. Capital ratios

 
                                                       2010  2009(1) 
                                                       GBPm     GBPm 
 
Capital resources 
Core tier 1 
Ordinary share capital and reserves                  25,860   24,885 
Regulatory post-retirement benefit adjustments        (583)      252 
Available-for-sale revaluation reserve                  894    1,395 
Cash flow hedging reserve                               417      840 
Other items                                             280      212 
                                                    -------  ------- 
                                                     26,868   27,584 
 
Less: deductions from core tier 1 
Goodwill and other intangible assets                  (949)  (1,040) 
Other deductions                                      (132)  (1,475) 
                                                    -------  ------- 
Core tier 1 capital                                  25,787   25,069 
 
Innovative tier 1 capital instruments 
Preferred securities                                  3,057    4,361 
Less: deductions from tier 1 
Other deductions                                       (25)        - 
                                                    -------  ------- 
Total tier 1 capital                                 28,819   29,430 
                                                    -------  ------- 
 
Tier 2 
Available-for-sale revaluation reserve in respect 
 of equities                                            343       22 
Undated subordinated debt                               731    2,319 
Eligible provisions                                   1,776    1,669 
Dated subordinated debt                               9,550   10,314 
 
Less: deductions from tier 2 
Other deductions                                      (157)  (1,475) 
                                                    -------  ------- 
Total tier 2 capital                                 12,243   12,849 
                                                    -------  ------- 
 
Supervisory deductions 
Unconsolidated investments - life                   (4,344)  (4,757) 
- other                                             (1,091)    (760) 
                                                    -------  ------- 
Total supervisory deductions                        (5,435)  (5,517) 
                                                    -------  ------- 
Total capital resources                              35,627   36,762 
                                                    -------  ------- 
 
Risk-weighted assets                                252,613  324,645 
Core tier 1 ratio                                     10.2%     7.7% 
Tier 1 capital ratio                                  11.4%     9.1% 
Total capital ratio                                   14.1%    11.3% 
 
 
(1)  Restated to reflect a prior year adjustment to available-for-sale 
      revaluation reserve (see note 1). 
 

17. Related party transactions

The Group transacts with other Lloyds Banking Group companies during the ordinary course of business. Details of transactions and outstanding balances as at and for the year ended 31 December 2010 are set out below:

 
                                      2010 
                                      GBPm 
Balances 
Derivative financial instruments     1,437 
Loans and advances to banks         55,053 
Loans and advances to customers     10,205 
Other assets                         4,241 
 
Deposits from banks                131,133 
Customer deposits                   16,489 
Derivative financial instruments     1,853 
Other liabilities                    5,831 
Subordinated liabilities               312 
 

HM Treasury

In January 2009, HM Treasury became a related party of Lloyds Banking Group plc, the Company's ultimate parent company, following its subscription for ordinary shares issued under a placing and open offer. As at 31 December 2010, HM Treasury held a 41 per cent interest (December 2009: 43 per cent) in the Lloyds Banking Group plc's ordinary share capital and consequently HM Treasury remained a related party of the Company and its subsidiaries throughout 2010.

Capital transactions

During 2010 there were no further subscriptions by HM Treasury for the Lloyds Banking Group plc's ordinary or preference share capital, with the decline in the percentage of ordinary shares held by HM Treasury reflecting the issuance by Lloyds Banking Group plc of ordinary shares.

Lending commitments

On 23 March 2010, Lloyds Banking Group plc entered into a deed poll in favour of HM Treasury, the Department for Business, Innovation and Skills and the Departments for Communities and Local Government confirming its lending commitments for the 12 month period commencing 1 March 2010. Lloyds Banking Group plc agreed, subject to, amongst other things, sufficient customer demand, to provide gross new lending to UK businesses of GBP44,000 million and to adjust the undertakings (but not the level of lending agreed in 2009) given in connection with lending to homeowners for the 12 month period. This additional lending is expressed to be subject to the Group's prevailing commercial terms and conditions (including pricing and risk assessment) and, in relation to mortgage lending, the Group's standard credit and other acceptance criteria.

Credit Guarantee Scheme

HM Treasury launched the Credit Guarantee Scheme in October 2008 as part of a range of measures announced by the UK Government intended to ease the turbulence in the UK banking system. It charges a commercial fee for the guarantee of new short and medium-term debt issuance. The fee payable to HM Treasury on guaranteed issues is based on a per annum rate of 50 basis points plus the median five-year credit default swap spread. At 31 December 2010, the Group had GBP6,030 million (2009: GBP8,725 million) of debt issued under the Credit Guarantee Scheme. During 2010, the Group redeemed GBP2,695 million of bonds. The Group's income statement includes fees of GBP89 million (2009: GBP236 million) payable to HM Treasury in respect of guaranteed funding. There were no other material transactions between the Group and HM Treasury during 2010 that were not made in the ordinary course of business or that were unusual in their nature or conditions.

18. Events after the balance sheet date

The Lloyds Banking Group has been in discussion with the FSA regarding the application of an interest variation clause in certain Bank of Scotland plc variable rate mortgage contracts where the wording in the offer documents received by certain customers had the potential to cause confusion. The relevant mortgages were written between 2004 and 2007 by Bank of Scotland plc under the 'Halifax' brand. In February 2011, the Group reached agreement with the FSA in relation to initiating a customer review and contact programme and making goodwill payments to affected customers. In order to make these goodwill payments, Bank of Scotland plc has applied for a Voluntary Variation of Permission to carry out the customer review and contact programme to bring it within section 404F(7) of FSMA 2000. The Group has made a provision of GBP500 million in relation to this programme.

19. Ultimate parent undertaking

HBOS plc's ultimate parent undertaking and controlling party is Lloyds Banking Group plc which is incorporated in Scotland. Lloyds Banking Group plc will produce consolidated accounts for the year ended 31 December 2010, copies may be obtained from the Group Secretariat, Lloyds Banking Group, 25 Gresham Street, London EC2V 7HN or downloaded via www.lloydsbankinggroup.com.

20. Other information

The financial information included in this news release does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year ended 31 December 2010 were approved by the directors on 24 February 2011 and will be delivered to the Registrar of Companies following publication on 30 March. The auditors' report on these accounts was unqualified and did not include a statement under sections 498(2) (accounting records or returns inadequate or accounts not agreeing with records and returns) or 498(3) (failure to obtain necessary information and explanations) of the Companies Act 2006.

CONTACTS

For further information please contact:

INVESTORS AND ANALYSTS

Kate O'Neill

Managing Director, Investor Relations

020 7356 3520

email: kate.o'neill@ltsb-finance.co.uk

Michael Oliver

Director of Investor Relations

020 7356 2167

email: michael.oliver@ltsb-finance.co.uk

Charles King

Director of Investor Relations

020 7356 3537

email: charles.king@ltsb-finance.co.uk

MEDIA

Brigitte Trafford

Group Communications Director

020 7356 1849

email: brigitte.trafford@lloydsbanking.com

Mark Elliott

Head of Media, City

020 7356 1164

email: mark.elliott2@lloydsbanking.com

Registered office: HBOS plc, The Mound, Edinburgh EH1 1YZ

Registered in Scotland no. SC218813

This information is provided by RNS

The company news service from the London Stock Exchange

END

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