The amount contractually payable on maturity of the debt securities held at fair value through profit or loss at 31 December 2019 was £14,365 million, which was £6,834 million higher than the balance sheet carrying value (2018: £15,435 million, which was £8,350 million higher than the balance sheet carrying value) . At 31 December 2019 there was a cumulative £33 million increase in the fair value of these liabilities attributable to changes in credit spread risk; this is determined by reference to the quoted credit spreads of Lloyds Bank plc, the issuing entity within the Group. Of the cumulative amount an increase of £419 million arose in 2019 and a decrease of £533 million arose in 2018.
Note 31: Securitisations and covered bonds Securitisation programmes Loans and advances to customers and debt securities carried at amortised cost include loans securitised under the Group’s securitisation programmes, the majority of which have been sold by subsidiary companies to bankruptcy remote structured entities. As the structured entities are funded by the issue of debt on terms whereby the majority of the risks and rewards of the portfolio are retained by the subsidiary, the structured entities are consolidated fully and all of these loans are retained on the Group’s balance sheet, with the related notes in issue included within debt securities in issue.
Note 32: Liabilities arising from insurance contracts and participating investment contracts Insurance contract and participating investment contract liabilities are comprised as follows: Gross £m
Life insurance (see (1) below) : Non-life insurance contracts (see (2) below) : 1 Reinsurance balances are reported within assets .
Liabilities for insurance contracts and participating investment contracts can be split into with-profit fund liabilities, accounted for using the PRA’s realistic capital regime (realistic liabilities) and non-profit fund liabilities, accounted for using a prospective actuarial discounted cash flow methodology, as follows: With-profit fund £m
The most recent experience is considered along with the results of previous analyses and management’s views on future experience, taking into consideration potential changes in future experience that may result from guarantees and options becoming more valuable under adverse market conditions, in order to determine a ‘best estimate’ view of what persistency will be. In determining this best estimate view a number of factors are considered, including the credibility of the results (which will be affected by the volume of data available) , any exceptional events that have occurred during the period under consideration, any known or expected trends in underlying data and relevant published market data.
Margins for risk are allowed for in the assumed interest rates, including reductions made to the available yields to allow for default risk based upon the credit rating of the securities allocated to the insurance liability.
The movements in non-life insurance contract liabilities and reinsurance assets over the year have been as follows: 2019 £m 2018 £m
Change in provision for unearned premiums charged to income statement (9) (16)
The balances above are shown gross of reinsurance. As at 31 December 2019, related reinsurance balances were £21 million (2018: £20 million) ; reinsurance balances are reported within assets. Liabilities arising from non-participating investment contracts are categorised as level 2. See note 50 for details of levels in the fair value hierarchy.
Total other liabilities 20,333 19,633 1 Where a collective investment vehicle is consolidated the interests of parties other than the Group are reported at fair value in other liabilities.
Later than 1 year and not later than 2 years 222 9
Later than 3 years and not later than 4 years 170 6
Later than 4 years and not later than 5 years 145 2
The total amount recognised in the balance sheet relates to: 2019 £m 2018 £m
The Group operates both funded and unfunded pension arrangements; the majority, including the three most significant schemes, are funded schemes in the UK. All of these UK funded schemes are operated as separate legal entities under trust law, are in compliance with the Pensions Act 2004 and are managed by a Trustee Board (the Trustee) whose role is to ensure that their Scheme is administered in accordance with the Scheme rules and relevant legislation, and to safeguard the assets in the best interests of all members and beneficiaries. The Trustee is solely responsible for setting investment policy and for agreeing funding requirements with the employer through the funding valuation process. The Board of Trustees must be composed of representatives of the Company and plan participants in accordance with the Scheme’s regulations.
Return on plan assets excluding amounts included in interest income 3,531 (1,558)
The Trustee’s approach to investment is focused on acting in the members’ best financial interests, with the integration of ESG (Environmental, Social and Governance) considerations into investment management processes and practices. This policy is reviewed annually (or more frequently as required) and has been shared with the schemes’ investment managers for implementation.
(iv) Assumptions The principal actuarial and financial assumptions used in valuations of the defined benefit pension schemes were as follows: Discount rate 2.05 2.90
Weighted-average rate of increase for pensions in payment 2.57 2.73 2019 Years 2018 Years
On 28 January 2020, the main schemes entered into a £10 billion longevity insurance arrangement to hedge around 20 per cent of the schemes’ exposure to unexpected increases in life expectancy. This arrangement will form part of the schemes’ investment portfolio and will provide income to the schemes in the event that pensions are paid out for longer than expected. The transaction is structured as a pass-through with Scottish Widows as the insurer, and onwards reinsurance to Pacific Life Re Limited.
Asset at 31 December 2,622 2,453 Asset at 31 December 2,622 2,453
Note 37: Deferred tax continued Movements in deferred tax liabilities and assets (before taking into consideration the offsetting of balances within the same taxing jurisdiction) can be summarised as follows: Deferred tax assets Tax losses £m
(Charge) credit to the income statement (256) (100) 64 (45) (6) – (5) (348)
Provisions for financial commitments and guarantees Provisions are recognised for expected credit losses on undrawn loan commitments and financial guarantees. See also note 20.
The charge in 2019 was largely due to the significant increase in PPI information requests (PIRs) leading up to the deadline for submission of claims on 29 August 2019, and also reflects costs relating to complaints received from the Official Receiver as well as administration costs. An initial review of around 60 per cent of the five million PIRs received in the run-up to the PPI deadline has been undertaken, with the conversion rate remaining low, and consistent with the provision assumption of around 10 per cent. The Group has reached final agreement with the Official Receiver.
Note 38 Other provisions continued Other provisions for legal actions and regulatory matters In the course of its business, the Group is engaged in discussions with the PRA, FCA and other UK and overseas regulators and other governmental authorities on a range of matters. The Group also receives complaints in connection with its past conduct and claims brought by or on behalf of current and former employees, customers, investors and other third parties and is subject to legal proceedings and other legal actions. Where significant, provisions are held against the costs expected to be incurred in relation to these matters and matters arising from related internal reviews. During the year ended 31 December 2019 the Group charged a further £445 million in respect of legal actions and other regulatory matters, and the unutilised balance at 31 December 2019 was £528 million (31 December 2018: £861 million) . The most significant items are as follows.
HBOS Reading – FCA investigation The FCA’s investigation into the events surrounding the discovery of misconduct within the Reading-based Impaired Assets team of HBOS has concluded. The Group has settled the matter with the FCA and paid a fine of £45.5 million, as per the FCA’s final notice dated 21 June 2019.
Provisions are made for staff and other costs related to Group restructuring initiatives at the point at which the Group becomes committed to the expenditure. At 31 December 2019 provisions of £129 million (31 December 2018: £191 million) were held.
Redesignation of limited voting ordinary shares (see below) – – 80,921,051 – – 8
(3) Share capital and control There are no restrictions on the transfer of shares in the Company other than as set out in the articles of association and: – certain restrictions which may from time to time be imposed by law and regulations (for example, insider trading laws) ; – where directors and certain employees of the Company require the approval of the Company to deal in the Company’s shares; and – pursuant to the rules of some of the Company’s employee share plans where certain restrictions may apply while the shares are subject to the plans.
Information regarding significant direct or indirect holdings of shares in the Company can be found on page 95.
The directors have authority to allot and issue ordinary and preference shares and to make market purchases of ordinary and preference shares as granted at the annual general meeting on 16 May 2019. The authority to issue shares and the authority to make market purchases of shares will expire at the next annual general meeting. Shareholders will be asked, at the annual general meeting, to give similar authorities.
1 During the year ended 31 December 2019, the Company redeemed all of its outstanding 6.3673% Non-cumulative Fixed to Floating Rate Preference Shares at their combined sterling par value of £3 million. These preference shares had been accounted for as subordinated liabilities. On redemption an amount of £3 million was transferred from the distributable merger reserve to the share premium account.
Revaluation reserve in respect of equity shares held at fair value through other comprehensive income 19 5
O ther inform ation Lloyds Banking Group Annual Report and Accounts 2019 265 2019 £m 2018 £m
Realised gains and losses on equity shares held at fair value through other comprehensive income (2) (129)
3 During 2017 the Group derecognised, on redemption, financial liabilities on which cumulative fair value movements relating to own credit of £3 million net of tax, had been recognised directly in retained profits .
Interim dividend paid in the year 1.12 1.07 1.00 789 765 720
The cash cost of the dividends paid in the year was £2,312 million (2018: £2,240 million; 2017: £2,284 million) , in 2017 this was net of a credit in respect of unclaimed dividends written-back in accordance with the Company's Articles of Association.
Note 46: Share-based payments Charge to the income statement The charge to the income statement is set out below: 2018 £m 2017 £m
Executive and SAYE plans: Options granted in the year 16 14 17
During the year ended 31 December 2019 the Group operated the following share-based payment schemes, all of which are equity settled.
Save-As-You-Earn schemes Eligible employees may enter into contracts through the Save-As-You-Earn (SAYE) schemes to save up to £500 per month and, at the expiry of a fixed term of three years, have the option to use these savings within six months of the expiry of the fixed term to acquire shares in the Group at a discounted price of no less than 80 per cent of the market price at the start of the invitation.
The weighted average share price at the time that the options were exercised during 2019 was £0.59 (2018: £0.67) . The weighted average remaining contractual life of options outstanding at the end of the year was 2.22 years (2018: 2.16 years) .
At the end of the performance period for the 2016 grant, the targets had not been fully met and therefore these awards vested in 2019 at a rate of 68.7 per cent.
CFO Buyout William Chalmers joined the Group on 3 June 2019 and was appointed as Chief Financial Officer on 1 August 2019 on the retirement of George Culmer. He was granted deferred share awards over 4,086,632 shares, to replace unvested awards from his former employer, Morgan Stanley, that were forfeited as a result of him joining the Group.
The fair value calculations at 31 December 2019 for grants made in the year, using Black-Scholes models and Monte Carlo simulation, are based on the following assumptions: Save-As-You-Earn
The number of shares awarded relating to matching shares in 2019 was 37,346,812 (2018: 34,174,161) , with an average fair value of £0.56 (2018: £0.63) , based on market prices at the date of award.
The table below details, on an aggregated basis, key management personnel compensation: 2019 £m 2018 £m 2017 £m
Aggregate contributions in respect of key management personnel to defined contribution pension schemes were £nil (2018: £nil; 2017: £0.05 million) .
Granted, including certain adjustments (includes entitlements of appointed key management personnel) 46 39 37
The tables below detail, on an aggregated basis, balances outstanding at the year end and related income and expense, together with information relating to other transactions between the Group and its key management personnel: 2019 £m 2018 £m 2017 £m
Deposits placed by key management personnel attracted interest rates of up to 3.0 per cent (2018: 3.5 per cent; 2017: 4.0 per cent) .
At 31 December 2019, transactions, arrangements and agreements entered into by the Group’s banking subsidiaries with directors and connected persons included amounts outstanding in respect of loans and credit card transactions of £0.6 million with four directors and two connected persons (2018: £0.5 million with three directors and three connected persons; 2017: £0.01 million with three directors and two connected persons) .
Subsidiaries Details of the Group’s subsidiaries and related undertakings are provided on pages 332 to 337. In accordance with IFRS 10 Consolidated financial statements, transactions and balances with subsidiaries have been eliminated on consolidation.
Collective investment vehicles The Group manages 141 (2018: 131) collective investment vehicles, such as Open Ended Investment Companies (OEICs) and of these 75 (2018: 82) are consolidated. The Group invested £804 million (2018: £620 million) and redeemed £1,771 million (2018: £404 million) in the unconsolidated collective investment vehicles during the year and had investments, at fair value, of £3,417 million (2018: £2,513 million) at 31 December. The Group earned fees of £127 million from the unconsolidated collective investment vehicles during 2019 (2018: £128 million) .
Any impact on the Group of the litigation against Visa and Mastercard remains uncertain at this time. Insofar as Visa is required to pay damages to retailers for interchange fees set prior to June 2016, contractual arrangements to allocate liability have been agreed between various UK banks (including the Group) and Visa Inc, as part of Visa Inc’s acquisition of Visa Europe in 2016. These arrangements cap the maximum amount of liability to which the Group may be subject, and this cap is set at the cash consideration received by the Group for the sale of its stake in Visa Europe to Visa Inc in 2016.
Contingent liabilities, commitments and guarantees arising from the banking business 2019 £m 2018 £m
Undrawn formal standby facilities, credit lines and other commitments to lend: Less than 1 year original maturity: Mortgage offers made 12,684 11,594
Items in the course of collection from banks – – – – – 313 – 313
Financial liabilities at fair value through profit or loss – 13,955 – 7,531 – – – 21,486
Items in the course of collection from banks – – – – – 647 – 647
Liabilities arising from non-participating investment contracts – – – – – – 13,853 13,853
Movements in Level 3 portfolio The table below analyses movements in level 3 financial assets, excluding derivatives, carried at fair value (recurring measurement) .
(Losses) gains recognised in other comprehensive income within the revaluation reserve in respect of financial assets at fair value through other comprehensive income – 12 12 – (4) (4)
Transfers into the level 3 portfolio 644 19 663 815 348 1,163
Losses (gains) recognised in the income statement within other income – –
Losses (gains) recognised in the income statement within other income 81 (75) (84) 49
(i) Uncollateralised derivative valuation adjustments, excluding monoline counterparties The following table summarises the movement on this valuation adjustment account during 2018 and 2019: £m 2018 £m
At 31 December 2019, the Group’s derivative trading business held mid to bid-offer valuation adjustments of £80 million (2018: £80 million) .
Financial assets at amortised cost: Loans and advances to customers: Stage 1 449,300 450,465 – 54,600 395,865
Loans and advances to customers: Stage 2 27,548 28,259 – – 28,259
Loans and advances to customers: purchased or originated credit-impaired 13,572 13,572 – – 13,572
As set out in note 31, included within financial assets measured at amortised cost are loans transferred under the Group’s securitisation and covered bond programmes. As the Group retains all of a majority of the risks and rewards associated with these loans, including credit, interest rate, prepayment and liquidity risk, they remain on the Group’s balance sheet. Assets transferred into the Group’s securitisation and covered bond programmes are not available to be used by the Group whilst the assets are within the programmes. However, the Group retains the right to remove loans from the covered bond programmes where they are in excess of the programme’s requirements. In addition, where the Group has retained some of the notes issued by securitisation and covered bond programmes, the Group has the ability to sell or pledge these retained notes.
The significant assumptions and judgements that the Group has made in applying these requirements include the following: – a hedge accounting relationship is assumed to be affected by the interest rate benchmark reform if the reform gives rise to uncertainties about the timing and/or amount of the interest rate benchmark-based cash flows of the hedged items and/or of the hedging instrument; – where the hedged item is a forecast transaction then, in the absence of any certainty in relation to the interest rate benchmark reform, assessments have been determined as to whether the forecast transaction is highly probable assuming that the interest rate benchmark on which the hedged cash flows are based is not altered as a result of the interest rate benchmark reform;
In accordance with the Interest Rate Benchmark Reform amendments to IAS 39, the Group will cease to apply prospectively the reliefs outlined above when the uncertainty arising from interest rate benchmark reform is no longer present with respect to the timing and the amount of the interest rate benchmark-based cash flows of the hedged item (or for the effectiveness assessments, the hedging instrument). The reliefs will be disapplied earlier if the hedging relationship is discontinued or the entire amount accumulated in the cash flow hedge reserve with respect to that hedging relationship is reclassified to profit or loss for a reason other than interest rate benchmark reform.
The Group ceased all hedging of the currency translation risk of the net investment in foreign operations on 1 January 2018.
Debt securities, treasury and other bills 40,925 – 40,925 40,168 – 40,168
Off-balance sheet items: Other items serving as direct credit substitutes 366 – 366 632 – 632
Total loans and advances to customers 494,988 484,858 1 Includes both UK and overseas mortgage balances.
Following the reduction in the Group’s non-UK activities, an analysis of credit risk exposures by geographical region has not been provided.
In respect of: Total loans and advances to customers 449,975 28,543 6,015 13,714 498,247
Expected credit losses in respect of undrawn exposures (continued) PD range £m £m £m
In respect of: Total loans and advances to customers 123 64 6 – 193
Other assets held at fair value through profit or loss: Bank and building society certificates of deposit 984 – 984 1,105 – 1,105
Total debt securities held at fair value through profit or loss 31,771 2,088 33,859 30,699 1,937 32,636
2 Other comprises sub-investment grade (2019: £251 million; 2018: £411 million) and not rated (2019: £1,846 million; 2018: £1,545 million) .
Derivative assets An analysis of derivative assets is given in note 17. The Group reduces exposure to credit risk by using master netting agreements and by obtaining collateral in the form of cash or highly liquid securities. In respect of the Group’s net credit risk relating to derivative assets of £11,673 million (2018: £9,268 million) , cash collateral of £7,650 million (2018: £6,039 million) was held and a further £274 million was due from OECD banks (2018: £213 million) .
2 Other comprises sub-investment grade (2019: £1,555 million; 2018: £1,920 million) and not rated (2019: £645 million; 2018: £344 million) .
Stage 1 and Stage 2 non-mortgage retail lending amounted to £54,042 million (2018: £52,450 million) . Lending decisions are predominantly based on an obligor’s ability to repay from normal business operations rather than reliance on the disposal of any security provided. Collateral values are rigorously assessed at the time of loan origination and are thereafter monitored in accordance with business unit credit policy.
Note 53: Financial risk management continued has been limited to the principal amount of the outstanding advance in order to eliminate the effects of any over-collateralisation and to provide a clearer representation of the Group’s exposure.
Loans and advances to banks 4,953 1,017 265 124 91 26 – 3,299 9,775
Financial assets at fair value through other comprehensive income 111 179 729 102 234 2,929 12,809 7,999 25,092
Liabilities arising from insurance and investment contracts 1,844 1,850 2,316 2,302 2,104 7,995 20,986 73,330 112,727
Note 53: Financial risk management continued The table below analyses financial instrument liabilities of the Group, excluding those arising from insurance and participating investment contracts, on an undiscounted future cash flow basis according to contractual maturity, into relevant maturity groupings based on the remaining period at the balance sheet date; balances with no fixed maturity are included in the over 5 years category.
Liabilities arising from non-participating investment contracts 37,459 – – – – 37,459
Further information on the Group’s liquidity exposures is provided on pages 175 to 180.
For insurance and participating investment contracts which are neither unit-linked nor in the Group’s with-profit funds, in particular annuity liabilities, the aim is to invest in assets such that the cash flows on investments match those on the projected future liabilities.
The following tables set out the amounts and residual maturities of the Group’s off balance sheet contingent liabilities, commitments and guarantees.
Change in derivative financial instruments and financial assets at fair value through profit or loss 3,887 22,046 9,916
Impairment of financial assets at fair value through other comprehensive income (2017: available-for-sale financial assets) (1) (14) 6
Net gain on sale of financial assets at fair value through other comprehensive income (2017: available-for-sale financial assets) (196) (275) (446)
Non-cash and other items 15,573 (2,892) 12,332 1 When considering the movement on each line of the balance sheet, the impact of foreign exchange rate movements is removed in order to show the underlying cash impact.
Included within cash and cash equivalents at 31 December 2019 is £49 million (31 December 2018: £40 million; 1 January 2018 £48 million; 31 December 2017: £2,322 million) held within the Group’s long-term insurance and investments businesses, which is not immediately available for use in the business.
Cash consideration received on losing control of group undertakings and businesses – 1 129
Operating lease commitments as at 31 December 2018 amounted to £2,043 million. Lease liabilities amounting to £1,813 million in respect of leased properties previously accounted for as operating leases were recognised at 1 January 2019. These liabilities were measured at the present value of the remaining lease payments, discounted using the Group’s incremental borrowing rate appropriate for the related right-of-use asset as at that date, adjusted to exclude short-term leases and leases of low-value assets of approximately £20 million. The weighted-average borrowing rate applied to these lease liabilities was 2.43 per cent in the UK, where the majority of the obligations arise, and 5.10 per cent in the US. The corresponding right-of-use asset of £1,716 million was measured at an amount equal to the lease liabilities, adjusted for lease liabilities recognised at 31 December 2018 of £97 million. The right-of-use asset and lease liabilities are included within property, plant and equipment and other liabilities respectively. There was no impact on shareholders’ equity.
With the exception of IFRS 17 Insurance Contracts and certain other minor amendments, as at 19 February 2020 these pronouncements have been endorsed by the EU.
IFRS 17 Insurance Contracts IFRS 17 replaces IFRS 4 Insurance Contracts and is currently effective for annual periods beginning on or after 1 January 2021 although, in its Exposure Draft published on 26 June 2019, the International Accounting Standards Board proposed delaying implementation until 1 January 2022.
Minor amendments to other accounting standards The IASB has issued a number of minor amendments to IFRSs effective 1 January 2020 (including IFRS 3 Business Combinations and IAS 1 Presentation of Financial Statements) . These amendments are not expected to have a significant impact on the Group.
Financial liabilities at fair value through profit or loss 9 3,464 –
The directors approved the parent company financial statements on 19 February 2020.
Distributions on other equity instruments1 – – – (433) (433) – (433)
Value of employee services: Share option schemes, net of tax – – – 53 53 – 53
Distributions on other equity instruments – – – (466) (466) – (466)
Redemption of other equity instruments – – – – – (1,481) (1,481)
Value of employee services: Share option schemes, net of tax – – – 71 71 – 71
Other employee award schemes – – – 165 165 – 165 1 Restated, see note 1.
2 No statement of comprehensive income has been shown for the parent company, as permitted by section 408 of the Companies Act 2006. Total comprehensive income comprises only the profit for the year.
Fair value and exchange adjustments and other non-cash items (166) (715) 495
The Company has implemented the amendments to IAS 12 Income Taxes with effect from 1 January 2019 and as a result tax relief on distributions on other equity instruments, previously taken directly to retained profits, is now reported within tax expense in the income statement. Comparatives have been restated. Adoption of these amendments to IAS 12 has resulted in a reduction in tax expense and an increase in profit for the year in 2019 of £89 million (2018: £82 million; 2017: £79 million) . There is no impact on total shareholders' equity.
Issue costs of other equity instruments (net of tax) (5) (7) –
3 Details of the Company's share buyback programmes are provided in note 42 to the consolidated financial statements.
Fair values of financial assets and liabilities The valuation techniques for the Company’s financial instruments are as discussed in note 50 to the consolidated financial statements.
Financial assets at fair value through profit or loss 12,516 12,516 12,516 – 588 588 588 –
Financial liabilities at fair value through profit or loss 3,464 3,464 3,464 – – – – –
Annual general meeting (AGM) The AGM will be held at the Edinburgh International Conference Centre, The Exchange, Edinburgh EH3 8EE on Thursday 21 May 2020 at 11am. Further details about the meeting, including the proposed resolutions and where shareholders can stream the meeting live, can be found in our Notice of AGM which will be available shortly on our website at www.lloydsbankinggroup.com
Share dealing for the Lloyds Banking Group Shareholder Account Share dealing services for the Lloyds Banking Group Shareholder Account are provided by Equiniti Shareview Dealing, operated by Equiniti Financial Services Limited. Details of the services provided can be found either on the Shareholder Information page of our website at www.lloydsbankinggroup.com or by contacting Equiniti using the contact details provided on the next page.
Get online in just three easy steps: step 1 Register at www.shareview.co.uk/info/register step 2 Receive your activation code in post step 3 Log on 328 Lloyds Banking Group Annual Report and Accounts 2019
Profit after tax for the year2 3,006 4,506 3,649 2,605 1,036
5 Dividends per ordinary share in 2016 included a recommended special dividend of 0.5 pence (2015: 0.5 pence).
Examples of such forward looking statements include, but are not limited to: projections or expectations of the Group’s future financial position including profit attributable to shareholders, provisions, economic profit, dividends, capital structure, portfolios, net interest margin, capital ratios, liquidity, risk-weighted assets (RWAs), expenditures or any other financial items or ratios; litigation, regulatory and governmental investigations; the Group’s future financial performance; the level and extent of future impairments and write-downs; statements of plans, objectives or goals of the Group or its management including in respect of statements about the future business and economic environments in the UK and elsewhere including, but not limited to, future trends in interest rates, foreign exchange rates, credit and equity market levels and demographic developments; statements about competition, regulation, disposals and consolidation or technological developments in the financial services industry; and statements of assumptions underlying such statements.
Subsidiary undertakings The Group directly or indirectly holds 100 % of the share class and a majority of voting rights (including where the undertaking does not have share capital as indicated) in the following undertakings.
Black Horse (TRF) Ltd 1 Black Horse Executive Mortgages Ltd (in liquidation)
Lloyds Corporate Services (Jersey) Ltd 58 Lloyds Development Capital (Holdings) Ltd 40
Scottish Widows Administration Services Ltd 1 Scottish Widows Annuities Ltd (In liquidation) 65 Scottish Widows Auto Enrolment Services Ltd 1 Scottish Widows Europe 27 Scottish Widows Financial Services Holdings 3 Scottish Widows’ Fund and Life
Addison Social Housing Holdings Ltd 61 Cancara Asset Securitisation Ltd 63 Cardiff Auto Receivables Securitisation 2018-1 Plc 44 Cardiff Auto Receivables Securitisation 2019-1 Plc 44 Cardiff Auto Receivables Securitisation Holdings
Celsius European Lux 2 S.A.R.L. 30 Cheltenham Securities 2017 Ltd 61 Cheltenham II Securities 2020 DAC 42 Chepstow Blue Holdings Ltd 44 Chepstow Blue plc 44 Chester Asset Options No.2 Ltd 69 Chester Asset Options No.3 Ltd 64 Chester Asset Receivables Dealings Issuer Ltd 63 Chester Asset Securitisation Holdings Ltd 69 Chester Asset Securitisation Holdings No.2 Ltd 63 Clerical Medical Non Sterling Guadalix Hold Co BV 66 Clerical Medical Non Sterling Guadalix Spanish
Gresham Receivables (No. 1) Ltd 63 Gresham Receivables (No. 3) Ltd 63 Gresham Receivables (No. 10) Ltd 63 Gresham Receivables (No. 11) UK Ltd 69 Gresham Receivables (No. 12) Ltd 63 Gresham Receivables (No. 13) UK Ltd 69 Gresham Receivables (No. 14) UK Ltd 69 Gresham Receivables (No. 15) UK Ltd 69 Gresham Receivables (No. 16) UK Ltd 69 Gresham Receivables (No. 19) UK Ltd 69 Gresham Receivables (No. 20) Ltd 63 Gresham Receivables (No. 21) Ltd 63 Gresham Receivables (No. 22) Ltd 63 Gresham Receivables (No. 23) Ltd 63 Gresham Receivables (No. 24) Ltd 63 Gresham Receivables (No. 25) UK Ltd 69 Gresham Receivables (No. 26) UK Ltd 69 Gresham Receivables (No. 27) UK Ltd 69 Gresham Receivables (No. 28) Ltd 63 Gresham Receivables (No. 29) Ltd 63 Gresham Receivables (No. 30) UK Ltd 69 Gresham Receivables (No. 31) UK Ltd 69 Gresham Receivables (No. 32) UK Ltd 69 Gresham Receivables (No. 33) UK Ltd 69 Gresham Receivables (No. 34) UK Ltd 69 Gresham Receivables (No. 35) Ltd 63 Gresham Receivables (No. 36) UK Ltd 69 Gresham Receivables (No. 37) UK Ltd 69 Gresham Receivables (No. 38) UK Ltd 69 Gresham Receivables (No. 39) UK Ltd 69 Gresham Receivables (No. 40) UK Ltd 69 Gresham Receivables (No. 41) UK Ltd 69 Gresham Receivables (No. 44) UK Ltd 69 Gresham Receivables (No. 45) UK Ltd 69 Gresham Receivables (No. 46) UK Ltd 69 Gresham Receivables (No. 47) UK Ltd 69 Gresham Receivables (No. 48) UK Ltd 69 Guildhall Asset Purchasing Company (No 3) Ltd 63 Guildhall Asset Purchasing Company (No.11) UK Ltd 69 Housing Association Risk Transfer 2019 DAC 42 Leicester Securities 2014 Ltd 26 Lingfield 2014 I Holdings Ltd 44 Lingfield 2014 I plc 44 Lloyds Bank Covered Bonds (Holdings) Ltd 44 Lloyds Bank Covered Bonds (LM) Ltd 44 Molineux RMBS 2016-1 plc 44 Molineux RMBS Holdings Ltd 44 Penarth Asset Securitisation Holdings Ltd 44 Penarth Funding 1 Ltd 44 Penarth Funding 2 Ltd 44 Penarth Master Issuer plc 44 Penarth Receivables Trustee Ltd 44 Permanent Funding (No. 1) Ltd 44 Permanent Funding (No. 2) Ltd 44 Permanent Holdings Ltd 44 Permanent Master Issuer plc 44 Permanent Mortgages Trustee Ltd 44 Permanent PECOH Holdings Ltd 44 Permanent PECOH Ltd 44 Salisbury Securities 2015 Ltd 36 Salisbury II Securities 2016 Ltd 61 Salisbury II-A Securities 2017 Ltd 61 Salisbury III Securities 2019 DAC 42 Sandown 2012-2 Holdings Ltd 44 Sandown 2012-2 plc (in liquidation) 6 Sandown Gold 2012-1 Holdings Ltd 44 Sandown Gold 2012-1 plc (in liquidation) 6 SARL Coliseum 62 SARL Hiram 62 SAS Compagnie Fonciere De France 62 SCI Astoria Invest 62 SCI De L’Horloge 62 SCI Equinoxe 62 SCI Rambuteau CFF 62 Swan Funding 2 Ltd 61 Syon Securities 2019 DAC 42 Thistle Investments (AMC) Ltd 44 Thistle Investments (ERM) Ltd 44 Thistle Financing Holdings Ltd 44 Trinity Financing plc (in liquidation) 6 Wetherby II Securities 2018 DAC 68 Wetherby III Securities 2019 DAC 42 Wetherby Securities 2017 Ltd 61 Lloyds Bank Foundation for England & Wales • 52 The Halifax Foundation for Northern Ireland • 15 Lloyds Bank Foundation for the Channel Islands• 52 Bank of Scotland Foundation • 5 MBNA General Foundation • 47
2nd Floor Waverley House, 7-12 Noel Street, London W1F 8GQ xvii xvi & Everest Acquisition Company Ltd 89.25% Freetrade Exchange, 37 Peter Street, Manchester, M2 5GB i & Express Engineering (Group) Ltd 99%
Kingsway North, Team Valley Trading Estate, Gateshead, NE11 0EG i xvii xvi iii &
FDL Salterns Ltd 50% 2 Poole Road, Bournemouth, BH2 5QY i FHR European Ventures LLP n/a CMS Cameron Mckenna LLP, 78 Cannon Street, London, EC4N 6AF * & Fishawack Limited 89.25% 3 Booths Park, Booth Hall, Knutsford WA16 8GS i & Galion (Lakeview) Ltd 50% Higher Hill Farm Butleigh Hill, Butleigh, Glastonbury, Somerset, BA6 8TW, United Kingdom i Ginger Acquisition Company Ltd 89.25% Tudno Mill, Smith Street, Aston-Under-Lyne, OL7 0DB, United Kingdom i & Great Wigmore Property Ltd 50% 33 Cavendish Square, London, W1G 0PW & Hamsard 3468 Ltd 89.25%
Sterling House, Grimbald Crag Close, Knarebourgh HG5 8PJ xvii xxii & Hamsard 3541 Ltd 99% The Hub, Gelderd Lane, Leeds, England, LS12 6AL i & Hedge End Place (Durkan) LLP n/a 4 Elstree Gate, Elstree Way, Borehamwood, Hertfordshire, WD6 1JD * Hedge End Place Hold Co Ltd 50% 25 Gresham Street, London, EC2V 7HN ~ Highlands Bidco Ltd 99% Commsworld House, Peffer Place, Edinburgh EH16 4BB i Hillcrest Homes (Hurst Green) Ltd 50% Mynshulls House, 14 Cateaton Street, Manchester, M3 1SQ i Hollins Homes (Aston) Ltd 50% Suite 4 No. 1 King Street, Manchester, M2 6AW, United Kingdom i Hollins Homes (Newton) Ltd 50% Suite 4 No. 1 King Street, Manchester, M2 6AW, United Kingdom i Homes By Carlton (MSTG1) Ltd 50% Carlton House, 15 Parsons Court, Welbury Way, Newton Ayciffe, County Durham, DL5 6ZE i HTF Finco Ltd (applied for strike off) 33.3% The Zenith Building, 26 Spring Gardens, Manchester, M2 1AB i & Iglufastnet Ltd 89.25% 2nd Floor, 165 The Broadway, Wimbledon, London, SW19 1NE i & Ingleby (2016) Ltd 89.25% Unit 22, Lodge Way, Lodge Farm Industrial Estate, Northampton, NN5 7US xvii & James Taylor Homes (Kingston) Ltd 50% James Taylor House, St. Albans Road East, Hatfield, AL10 0HE, United Kingdom i Jupiter Bidco Ltd 78.29% The Bungalow, Church Lane, Hixon, Stafford, ST18 0PS i & Kenmore Capital 2 Ltd (In liquidation) 100% Grant Thornton UK LLP, 110 Queen Street, Glasgow, G1 3BX ii ~ Kenmore Capital 3 Ltd (In receivership) 100% Grant Thornton UK LLP, 110 Queen Street, Glasgow, G1 3BX ii ~
iv Neilson Active Holidays Group Ltd 65.29% Locksview, Brighton Marina, Brighton, BN2 5HA i & Northern Edge Ltd 39.4% The Beacon, 176 St. Vincent Street, Glasgow, G2 5SG ii & Omnium Leasing Company 39% N/A + Onapp (Topco) II Ltd 82.5%
3MC Middlemarch Business Park, Siskin Drive, Coventry, United Kingdom, CV3 4FJ i ii & Osprey Aviation Services (UK) Ltd 89.25%
Right Choice Holdings Ltd 89.25% St James House, 27-43 Eastern Road, Romford, Essex, United Kingdon, RM1 3NH i & Rocket Science Holdings Ltd 99.17% Unit 2, Origin Business Park, Rinasford Road, Park Royal, London NW10 7FW xvii & Rolls Development UK Ltd (In Liquidation) 50% 4th Floor , 4 Victoria Square, St Ablans, Hertfordhsire, AL1 3TF, United Kingdom ii Sanders Brow (Armathwaite) Ltd 50% 4 Cowper Road, Gilwilly Industrial Estate, Penrith CA11 9BN i Scenic Topco Ltd 89.25% Unit 1B, Pentwyn Business Centre, Wharfedale Road, Cardiff, Wales, CF23 7HB i & SDB1 Ltd 99% Thompson Close, Whittington Moor, Chesterfield, S41 9AZ i & Seahawk Bidco Ltd 89.25% Unit 2 Springfield Court, Summerfield Road, Bolton, BL3 2NT, United Kingdom xvii & SHOO 802AA Ltd 89.25% Burleighfield House, London Road, Loudwater, Bucks. HP10 9RF xvii & Sigmat Group Ltd 89.25%
Birkbecks, Water Street, Skipton, North Yorkshire, BD23 1PB i & xvii xvi
SSP Topco Ltd 89.25% 2nd Floor, G Mill, Dean Clough, Halifax, HX3 5AX i & Stewart Milne (Glasgow) Ltd 100% The Mound, Edinburgh, EH1 1YZ, United Kingdom i ~ Stewart Milne (West) Ltd 100% The Mound, Edinburgh, EH1 1YZ, United Kingdom i ~ Stratus (Holdings) Ltd 82.5%
3MC Middlemarch Business Park, Siskin Drive, Coventry, West Midlands, England, CV3 4FJ i ii & Stroma Group Ltd 89% Unit 4, Pioneer Way, Castleford, West Yorkshire, WF10 5QU xvii & Stonewood Partnerships (Brook Farm) Ltd 50% The Stonewood Office West Yatton Lane, Castle Combe, Chippenham SN14 7EY i Temple Topco Ltd 89.25% Market Place, Henley-On-Thames, Oxfordshire, RG9 2AD i & The Exceed Partnership LP n/a Cavendish House, 39-41 Waterloo Street, Birmingham, B2 5PP * The Great Wigmore Partnership (G.P.) Ltd 50% 33 Cavendish Square, London, W1G 0PW i ii The Great Wigmore Partnership n/a 33 Cavendish Square, London, W1G 0PW * The Orchards (Burgh by Sands) Ltd 50% 4 Cowper Road, Gilwilly Industrial Estate, Penrith CH11 9BN i The Power Industrial Group Ltd (In liquidation) 82.5%
ABERDEEN LIQUIDITY FUND (LUX) 7 Aberdeen Liquidity Fund (Lux) – Sterling Fund 22% Aberdeen Liquidity Fund (Lux) – Ultra Short Duration
HBOS INTERNATIONAL INVESTMENT FUNDS ICVC 1 North American Fund 95% Far Eastern Fund 81% European Fund 94% International Growth Fund 53% Japanese Fund 95%
HBOS UK INVESTMENT FUNDS ICVC 1 UK Equity Income Fund 61% UK Growth Fund 62% UK FTSE All-Share Index Tracking Fund 57%
SCHRODER INTERNATIONAL SELECTION FUND SICAV 25 Emerging Market Bond Fund 59%
International Equity Tracker Fund 74% Balanced Portfolio Fund 83% Progressive Portfolio Fund 72% Cautious Portfolio Fund 60% Cash Fund 99% Opportunities Portfolio Fund 92%
Principal place of business for collective investment vehicles (1) Trinity Road, Halifax West Yorkshire, HX1 2RG
Wilmington, Delaware 19801 (12) Barnett Way, Gloucester, GL4 3RL (13) 1 More London Place, London, SE1 2AF (14) 1095 Avenue of the America’s, 34th Floor, New York, NY 10036, United States (15) 2nd Floor, 14 Cromac Place, Gasworks, Belfast, BT7 2JB (16) Rineanna House, Shannon Free Zone, Co. Clare, Ireland (17) 60313 Frankfurth AM Main, Thurn-Und, Taxis-Platz 6, Germany (18) Hoogoorddreef, 151101BA, Amsterdam, Netherlands (19) 6 Rue Jean Monnet, L-2180 Luxembourg, (20) 33 Old Broad Street, London, EC2N 1HZ (21) Prins Bernhardplein 200, 1097 JB, Amsterdam, Netherlands (22) Citco REIF Services, 20 Rue de Poste, L-2346, Luxembourg (23) RL360 House, Cooil Road, Douglas, Isle of Man, IM2 2SP (24) Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808, USA (25) Corporation Service Company, Suite 400, 2711 Centre Road, Wilmington, DE 19805,